R E A L E S TAT E I N V E S TM E N T T R U S T focused on the RIOCAN FINANCIAL Annual Report 20_13
CORE PRINCIPLES RIOCAN FINANCIAL Annual Report 2013 2-3 Laddered Maturities To avoid the fluctuations of debt markets, RioCan has laddered its debt maturities to reduce interest rate risk and to manage the amount of debt maturing in any given year. Staggering of Lease Maturities RioCan has staggered its lease maturities to provide additional security from market fluctuations and to reduce the risk that any single tenant or lease expiry will have a material impact on its business. Geographic Diversification RioCan is strategically positioned in Canada s major population centres and owns a growing portfolio in the US. In fact, two-thirds of the Trust s Canadian rental revenue is derived from Canada s six major markets, which include Calgary and Edmonton, Alberta, Vancouver, British Columbia, Toronto and the greater Ottawa region, Ontario, and Montreal, Quebec. 1 2 3 4 5 6 7 TABLE OF CONTENTS 1_Property Portfolio 14_Financial Review Table of Contents 15_Management s Discussion and Analysis 121_Audited Consolidated Financial Statements 171_Senior Management, Board of Trustees and Unitholder Information Conservative Leverage RioCan takes a measured approach to leverage and maintains a strong Balance Sheet with solid coverage metrics. Diversified TenanT PROFILE To ensure the stability of the Trust, RioCan s revenue sources are derived from more than 7,600 individual tenants. stable property types and tenants RioCan has focused on stable sectors, such as grocery, that will withstand the highs and lows of the marketplace. Furthermore, stability is provided by a large proportion of anchor and national tenants, which combined generate more then 86% of RioCan s rental revenue. Strength in management From the beginning, RioCan has maintained a consistant vision and philosophy. The management team is comprised of well seasoned and experienced professionals.
Real Estate Portfolio Fact Sheet as at December 31, 2013 (all metrics stated at RioCan s interest) Canadian Properties US Properties Grand Total Net Leasable Area (NLA) (sq.ft.): Retail Office Total Retail Office Total Total Income Producing Properties 37,533,082 1,825,364 39,358,446 9,881,612 9,881,612 49,240,058 Properties Under Development (upon completion) 4,910,337 4,910,337 4,910,337 Total 42,443,419 1,825,364 44,268,783 9,881,612 9,881,612 54,150,395 Number of Tenancies 7,622 Portfolio Occupancy Canadian Properties US Properties Total Retail 96.9% 96.8% 96.8% Office 97.3% 97.3% Total 96.9% 96.8% 96.9% Geographic Diversification Percentage of annualized rental revenue Income producing properties* Number of properties Properties under development* Ontario 56.7% 178 12 190 Quebec 10.1% 42 42 Alberta 10.3% 28 4 32 British Columbia 5.4% 17 17 Other Canada 2.5% 12 12 Northeastern United States 6.8% 28 28 Texas 8.2% 19 19 100.0% 324 16 340 * Certain assets have been reclassified for consistency. Anchor and National Tenants (including US) Percentage of annualized rental revenue Percentage of total NLA 86.2% 86.9% Top Ten Sources of Revenue by Tenant (including US) Rank Tenant Percentage of annualized rental revenue Total Weighted average remaining lease term (yrs) 1. Walmart 3.7% 12.8 2. Canadian Tire Corporation (i) 3.4% 8.6 3. Cineplex/Galaxy Cinemas 3.2% 10.2 4. Metro/Super C/Loeb/Food Basics 3.2% 7.1 5. Winners/HomeSense/ Marshalls 2.6% 7.1 6. Loblaws/No Frills/Fortinos/Zehrs/Maxi (ii) 2.5% 7.4 7. Target Corporation 1.8% 8.4 8. Staples/Business Depot 1.7% 5.9 9. Shoppers Drug Mart (ii) 1.6% 8.7 10. Cara/Prime Restaurants 1.6% 7.2 Total 25.3% 8.7 (i) Canadian Tire Corporation includes Canadian Tire/PartSource/Mark s Work Wearhouse/Sport Mart/Sport Chek/Sports Experts/National Sports/Atmosphere. (ii) Loblaws has entered into an agreement to purchase Shoppers Drug Mart which is scheduled to close in the first quarter of 2014. Upon closing of this transaction, Loblaws would be RioCan s largest tenant as measured by gross revenue. Lease Expiries - Canada RioCan s lease expiries for the Canadian and US portfolio, at RioCan s interest, by property type for the next five years are as follows: Lease expiries (NLA) Retail Class Total NLA 2014 2015 2016 2017 2018 New Format Retail 18,338,684 1,460,396 1,948,096 1,889,155 1,523,127 2,044,586 8.0% 10.6% 10.3% 8.3% 11.1% Grocery Anchored Centre 8,591,789 1,215,420 921,960 1,192,178 1,213,522 1,122,028 14.1% 10.7% 13.9% 14.1% 13.1% Enclosed Shopping Centre 6,951,963 1,015,710 773,019 1,200,547 507,446 739,170 14.6% 11.1% 17.3% 7.3% 10.6% Non-Grocery Anchored Centre 2,061,301 143,818 301,801 177,684 85,794 143,655 7.0% 14.6% 8.6% 4.2% 7.0% Urban Retail 1,589,345 331,960 35,524 68,716 91,383 272,958 20.9% 2.2% 4.3% 5.7% 17.2% Office 1,825,364 227,528 127,709 223,225 146,365 269,667 12.5% 7.0% 12.2% 8.0% 14.8% Total 39,358,446 4,394,832 4,108,109 4,751,505 3,567,637 4,592,064 11.2% 10.4% 12.1% 9.1% 11.7% Average net rent per square foot $ 16.63 $ 16.75 $ 16.44 $ 16.73 $ 18.86 $ 17.14 Lease Expiries - US Lease expiries (NLA) Retail Class Total NLA 2014 2015 2016 2017 2018 New Format Retail 7,106,617 412,328 331,326 229,498 410,090 746,584 5.8% 4.7% 3.2% 5.8% 10.5% Grocery Anchored Centre 2,603,479 244,005 134,913 260,449 316,331 367,104 9.4% 5.2% 10.0% 12.2% 14.1% Non-Grocery Anchored Centre 171,516 43,175 15,403 3,708 5,867 32,269 25.2% 9.0% 2.2% 3.4% 18.8% Total 9,881,612 699,508 481,642 493,655 732,288 1,145,957 7.1% 4.9% 5.0% 7.4% 11.6% Average net rent per square foot $ 13.83 $ 15.00 $ 18.87 $ 16.52 $ 17.27 $ 16.04
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PROPERTY PORTFOLIO CANADA ALBERTA As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 17004 & 17008 107th Avenue NW Edmonton, AB 5020 97th Street NW Edmonton, AB Brentwood Village Calgary, AB Edmonton Walmart Centre Edmonton, AB Glenmore Landing Calgary, AB Jasper Gates Shopping Centre Edmonton, AB Lethbridge Towne Square Lethbridge, AB Lethbridge Walmart Centre Lethbridge, AB Lowe s Sunridge Centre Calgary, AB Mayfield Common Edmonton, AB Mill Woods Town Centre Edmonton, AB North Edmonton Cineplex Centre Edmonton, AB Northgate Village Shopping Centre Calgary, AB RioCan Beacon Hill Calgary, AB RioCan Centre Grand Prairie Grande Prairie, AB RioCan Centre Grand Prairie II Grande Prairie, AB RioCan Meadows Edmonton, AB RioCan Shawnessy Calgary, AB RioCan Signal Hill Centre Calgary, AB Riverbend Square Shopping Centre Edmonton, AB Southbank Centre Calgary, AB 100% 11,963 11,963 100% 11,943 11,943 50% 134,935 269,870 Safeway, London Drugs, Bed Bath & Beyond, Sears Whole Home 40% 127,714 370,895 Walmart, Golf Town, Totem Building Supplies* 50% 73,356 146,711 Safeway 100% 94,243 149,243 London Drugs, Safeway* 100% 79,396 79,396 London Drugs 100% 276,760 328,260 Walmart, Shoppers Drug Mart, Totem Building Supplies* 100% 211,416 211,416 Lowe's, Golf Town 30% 128,932 429,772 Winners, Save-On-Foods, Value Village, JYSK, World Health 40% 217,272 538,601 Safeway, Canadian Tire, Target, Goodlife Fitness 100% 75,836 75,836 Cineplex 100% 277,599 404,689 Safeway, Gold's Gym, JYSK, Staples/Business Depot, Home Depot* 50% 263,959 786,918 Canadian Tire, Winners, Future Shop, Sport Chek, Home Depot*, Costco* 100% 235,697 335,697 Rona, London Drugs, Cineplex, Staples/Business Depot, Walmart* 50% 31,707 63,413 Winners, Michaels, JYSK 50% 154,587 409,174 Home Depot, Staples/Business Depot, Winners, Best Buy, Loblaws* 50% 234,471 839,586 Target, Sport Chek, Future Shop, Canadian Tire* Home Depot*, Co-op* 100% 473,373 588,373 Target, Winners, Michaels, Staples/Business Depot, Indigo, Loblaws* 100% 140,990 140,990 Safeway, Shoppers Drug Mart 50% 91,030 335,266 Winners, Michaels, Home Depot*, Costco* 1 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants South Edmonton Common Edmonton, AB South Trail Crossing Calgary, AB Southland Crossing Shopping Centre Calgary, AB Summerwood Centre Edmonton, AB The Market at Citadel Edmonton, AB Timberlea Landing Fort McMurray, AB 50% 215,209 981,488 London Drugs, The Brick, Home Outfitters, Old Navy, Home Depot*, Walmart*, Loblaws*, Cineplex*, Staples/Business Depot*, Best Buy* 100% 313,911 463,911 Co-op, Winners, Staples/Business Depot, Sport Chek, Walmart*, Safeway* 100% 132,063 132,063 Safeway 100% 83,980 83,980 Save-On-Foods, Shoppers Drug Mart 100% 50,968 50,968 Shoppers Drug Mart 100% 105,440 105,440 Abbotsford Power Centre, Abbotsford, BC 50% 109,946 459,892 Target, Winners, PetSmart, Costco*, Rona/Revy* BRITISH COLUMBIA Cambie Street, Vancouver, BC 100% 148,215 148,215 Canadian Tire, Best Buy Chahko Mika Mall, Nelson, BC 100% 173,106 173,106 Walmart, Save-On-Foods, Shoppers Drug Mart Clearbrook Town Square, Abbotsford, BC 50% 94,481 188,962 Safeway, Staples/Business Depot Cowichan Commons, Duncan, BC 100% 186,629 186,629 Walmart Dilworth Shopping Centre, Kelowna, BC 100% 197,058 197,058 Safeway, Staples/Business Depot Grandview Corners, Surrey, BC 50% 262,944 610,887 Walmart, Future Shop, Indigo, Home Depot* Impact Plaza, Surrey, BC 100% 133,068 133,068 T&T Supermarket Parkwood Place Shopping Centre Prince George, BC Peninsula Village Shopping Centre South Surrey, BC 50% 186,362 372,725 The Bay, Overwaitea, London Drugs, Famous Players, Staples/Business Depot 50% 85,354 170,707 Safeway, London Drugs RioCan Langley Centre, Langley, BC 50% 190,285 380,569 Sears Whole Home, Chapters, HomeSense Southwinds Mall, Oliver, BC 100% 72,972 72,972 Canadian Tire Strawberry Hill Shopping Centre Surrey, BC 50% 168,905 337,810 Home Depot, Cineplex, Winners, Chapters, Sport Chek The Junction, Mission, BC 50% 141,267 330,607 Save-On-Foods, Famous Players, London Drugs, Canadian Tire* Tillicum Centre, Victoria, BC 50% 236,012 472,024 Target, Famous Players, Safeway, Winners, London Drugs Vernon Square Shopping Centre Vernon, BC 100% 98,110 151,110 London Drugs, Safeway* MANITOBA Garden City Shopping Centre Winnipeg, MB Kildonan Crossing Shopping Centre Winnipeg, MB 30% 96,386 380,558 Canadian Tire, Goodlife Fitness, Winners, Sears* 100% 179,029 179,029 Safeway, PetSmart 2 *Non-owned anchor
PROPERTY PORTFOLIO NEW BRUNSWICK As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Brookside Mall, Fredericton, NB 50% 134,565 269,129 Sobeys, The Province of New Brunswick Corbett Centre, Fredericton, NB 100% 163,650 163,650 Winners, Bed Bath & Beyond, Home Depot*, Costco* Northumberland Square 100% 160,631 160,631 Sport Chek Miramichi, NB Quispamsis Town Centre Quispamsis, NB 100% 84,034 84,034 Shoppers Drug Mart NEWFOUNDLAND Shoppers on Topsail, St. John s, NFLD 100% 29,690 29,690 Shoppers Drug Mart Trinity Conception Square 100% 182,545 182,545 Metro, Walmart Carbonear, NFLD NOVA SCOTIA Halifax Walmart Centre, Halifax, NS 50% 68,995 68,995 Walmart ONTARIO 12 Vodden Street, Brampton, ON 100% 32,294 32,294 1208 & 1260 Dundas Street East 100% 7,697 7,697 Whitby, ON 1650-1660 Carling Avenue 100% 142,188 142,188 Canadian Tire Ottawa, ON 1910 Bank Street, Ottawa, ON 100% 6,425 6,425 2422 Fairview Street, Burlington, ON 100% 6,221 6,221 2950 Carling Avenue (Rexall Centre) 100% 10,422 10,422 Pharma Plus Ottawa, ON 2955 Bloor Street West, Toronto, ON 100% 8,777 8,777 2990 Eglinton Avenue East 100% 6,140 6,140 Scarborough, ON 3736 Richmond Road 100% 2,938 2,938 Nepean, ON 404 Town Centre, Newmarket, ON 50% 133,924 267,848 Walmart, Metro 410-444 Bathurst Street, Toronto, ON 60% 18,110 30,183 4055-4065 Carling Avenue 100% 22,496 22,496 Kanata, ON 410 King Street North, Waterloo, ON 100% 2,067 2,067 3 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 506 & 510 Hespeler Rd 100% 12,515 12,515 Cambridge, ON 547-563 College Street, Toronto, ON 100% 74,388 74,388 LCBO 649 Queen Street, Toronto, ON 100% 14,200 14,200 Crate & Barrel 6666 Lundy s Lane, Niagara Falls, ON 100% 8,434 8,434 735 Queenston Road, Hamilton, ON 100% 8,818 8,818 740 Dupont Street, Toronto, ON 100% 25,000 25,000 Adelaide Centre, London, ON 100% 80,998 80,998 Metro Ajax Marketplace, Toronto, ON 100% 70,724 70,724 Food Basics, Pharma Plus Albion Centre, Toronto, ON 50% 188,246 376,491 Canadian Tire, Fortinos Belleville Stream Centre, Belleville, ON 100% 89,237 89,237 Stream International Belleville Walmart Centre, Belleville, ON 100% 275,410 275,410 Walmart, JYSK, PetSmart Bellfront Shopping Centre, Belleville, ON 100% 109,995 109,995 Bed Bath & Beyond, Canadian Tire* Brant Power Centre, Burlington, ON 50% 57,539 115,077 Best Buy, PetSmart, Home Outfitters Burlington Mall, Burlington, ON 50% 318,745 750,643 Canadian Tire, Target, Winners, The Bay* Cambrian Mall, Sault Ste. Marie, ON 100% 129,697 311,572 Shoppers Drug Mart, Winners Campus Estates, Guelph, ON 100% 72,857 72,857 No Frills Chapman Mills Marketplace, Ottawa, ON 75% 324,095 547,127 Walmart, Winners, Staples/Business Depot, Loblaws* Cherry Hill Shopping Centre, Fergus, ON 100% 73,886 73,886 Zehrs Churchill Plaza, Sault Ste. Marie, ON 100% 148,225 148,225 Metro City View Plaza, Nepean, ON 100% 59,876 59,876 Le Baron Sports, Pharma Plus, PartSource Clarkson Crossing, Mississauga, ON 50% 106,530 213,060 Metro, Canadian Tire, Shoppers Drug Mart Clarkson Village Shopping Centre 100% 63,844 63,844 HomeSense Mississauga, ON Colborne Place, Brantford, ON 100% 70,406 70,406 No Frills Coliseum Ottawa, Ottawa, ON 100% 109,260 109,260 Cineplex, Shoppers Drug Mart Collingwood Centre, Collingwood, ON 100% 212,637 212,637 IGA, Canadian Tire Commissioners Court Plaza 100% 94,140 94,140 Food Basics London, ON County Fair Mall, Smiths Falls, ON 100% 162,800 162,800 Target, Food Basics Dufferin Plaza, Toronto, ON 100% 65,195 65,195 Staples/Business Depot Dundas/427 Marketplace, Toronto, ON 100% 97,860 97,860 Staples/Business Depot Eagle s Landing, Vaughan, ON 100% 177,030 177,030 Metro (Yummy Market) Eastcourt Mall, Cornwall, ON 100% 179,861 179,861 No Frills, Urban Planet, Dollarama, Shoppers Drug Mart Elmvale Acres Shopping Centre 100% 146,696 146,696 Loblaws, Pharma Plus Ottawa, ON Empress Walk, Toronto, ON 100% 180,626 238,626 Future Shop, Goodlife Fitness, Staples/Business Depot, Loblaws* Fairlawn Centre, Ottawa, ON 100% 8,322 8,322 Fallingbrook Shopping Centre Ottawa, ON 100% 97,145 97,145 Loeb, Shoppers Drug Mart 4 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Five Points Shopping Centre Oshawa, ON Flamborough Power Centre Flamborough, ON Flamborough Walmart Centre Flamborough, ON 100% 397,870 397,870 Target, Metro, Staples/Business Depot, Value Village, Sears, LA Fitness 100% 181,694 181,694 Target, Value Village 100% 303,590 303,590 Walmart, Rona Frontenac Mall, Kingston, ON 30% 84,810 282,700 Food Basics, Value Village Galaxy Centre, Owen Sound, ON 100% 91,563 91,563 No Frills, Galaxy Theatres Garrard & Taunton, Whitby, ON 100% 146,835 146,835 Lowe's Gates of Fergus, Fergus, ON 50% 52,983 105,965 Target Glendale Marketplace, Toronto, ON 100% 53,963 53,963 YIG, Pharma Plus Goderich Walmart Centre, Goderich, ON 100% 96,853 204,709 Walmart, Canadian Tire*, Loblaws* Goodlife Plaza, St. Catharines, ON 100% 144,983 144,983 Goodlife Fitness, Canadian Tire (call centre) Grant Crossing, Kanata, ON 60% 113,410 289,017 Winners, HomeSense, Lowe's* Green Lane Centre, Newmarket, ON 33% 52,890 417,716 Bed Bath & Beyond, Michaels, PetSmart, Costco*, Loblaws* Halton Hills Shopping Centre 100% 75,724 75,724 Food Basics Georgetown, ON Hamilton Highbury Plaza 100% 5,269 5,269 London, ON Hamilton Walmart Centre 100% 271,888 271,888 Walmart, Winners, Staples/Business Depot Hamilton, ON Hartsland Market Square 100% 108,719 108,719 Zehr's Guelph, ON Hawkesbury Centre 50% 36,891 73,782 Price Chopper, Shoppers Drug Mart Hawkesbury, ON Heart Lake Town Centre 100% 126,264 126,264 Metro Brampton, ON Herongate Mall, Ottawa, ON 75% 47,453 63,270 Food Basics, Pharma Plus Highbury Shopping Plaza, London, ON 100% 70,981 70,981 LA Fitness Hunt Club Centre, Ottawa, ON 100% 67,166 67,166 Metro Hunt Club Centre II, Ottawa, ON 100% 127,953 127,953 Lowe s Huron Heights, London, ON 50% 44,982 89,964 Shoppers Drug Mart Innes Road Plaza, Ottawa, ON 100% 47,511 167,511 PetSmart, Costco* Kanata Centrum Shopping Centre Kanata, ON 100% 286,445 466,445 Walmart, Chapters, Loblaws, Canadian Tire*, AMC Theatres* Kendalwood Park Plaza, Whitby, ON 50% 79,344 158,688 Price Chopper, Value Village, Shoppers Drug Mart Kennedy Commons, Toronto, ON 50% 193,359 467,718 The Brick, Metro, Sears Whole Home, Chapters, LA Fitness, Michaels Keswick Walmart Centre, Keswick, ON 75% 120,363 160,484 Walmart King George Square, Belleville, ON 50% 35,965 71,930 Metro King Plaza, Oshawa, ON 100% 34,202 34,202 Shoppers Drug Mart 5 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants King & Portland 50% 38,206 76,412 Toronto, ON Lawrence Square, Toronto, ON 100% 675,430 675,430 Target, Fortinos, Canadian Tire Lincoln Fields Shopping Centre 50% 143,444 286,888 Walmart, Loeb Ottawa, ON London Plaza, London, ON 100% 122,183 122,183 Gold's Gym, Value Village Markington Square, Scarborough, ON 100% 173,032 173,032 Metro, Gold s Gym Meadowlands Power Centre Ancaster, ON 100% 145,305 589,209 HomeSense, Future Shop, Sport Chek, Costco*, Home Depot*, Sobeys*, Staples/Business Depot*, Target* Meadow Ridge Plaza, Toronto, ON 20% 21,680 108,399 Sobeys Merivale Market, Nepean, ON 75% 59,135 78,847 Food Basics, Shoppers Drug Mart Millcroft Shopping Centre, Burlington, ON 50% 185,227 370,454 Target, Canadian Tire, Metro Miracle Plaza, Hamilton, ON 100% 83,765 83,765 Metro Mississauga Plaza, Mississauga, ON 100% 176,305 176,305 FreshCo New Liskeard Walmart Centre 100% 110,522 155,278 Walmart, Canadian Tire* New Liskeard, ON Niagara Falls Plaza, Niagara Falls, ON 100% 143,815 143,815 Foodland, LA Fitness Niagara Square, Niagara Falls, ON 30% 121,247 404,155 Cineplex, Winners, Future Shop, JYSK, The Brick Nortown Centre, Chatham, ON 50% 35,712 71,423 Food Basics Norwest Plaza, Kingston, ON 100% 39,916 39,916 Goodlife Fitness Oakridge Centre, London, ON 100% 34,024 139,524 Pharma Plus, CIBC, Loblaws* Orillia Square Mall, Orillia, ON 100% 320,478 320,478 Target, Canadian Tire, No Frills, The Brick Pine Plaza, Sault Ste. Marie, ON 100% 42,455 42,455 Food Basics Queensway Cineplex, Toronto, ON 50% 64,099 128,197 Cineplex RioCan Centre Barrie, Barrie, ON 100% 244,589 244,589 Mountain Equipment Co-op, Loblaws, Lowe s RioCan Centre Belcourt, Kanata, ON 60% 118,259 339,098 Empire Theatres, Food Basics, Lowe's* RioCan Centre Burloak, Oakville, ON 50% 227,312 552,623 Cineplex, Home Outfitters, Longo's, Home Depot* RioCan Centre Kingston, Kingston, ON 100% 632,777 753,822 Sears, Staples/Business Depot, Winners, Future Shop, HomeSense, Old Navy, Cineplex, Home Depot* RioCan Centre London North 100% 105,040 165,040 Chapters, PetSmart, Loblaws* London, ON RioCan Centre London South 100% 139,600 139,600 Metro London, ON RioCan Centre Merivale, Nepean, ON 100% 201,670 201,670 Your Independent Grocer, Winners, Home Outfitters RioCan Centre Milton, Milton, ON 100% 171,465 256,465 Cineplex, LA Fitness, Home Depot* RioCan Centre Newmarket Newmarket, ON 40% 26,688 66,720 Mark's Work Wearhouse, Staples/Business Depot RioCan Centre Sudbury, Sudbury, ON 50% 201,912 669,220 Famous Players, Staples/Business Depot, Chapters, Sears, Old Navy, Costco*, Home Depot* RioCan Centre Vaughan, Vaughan, ON 100% 262,336 262,336 Walmart 6 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants RioCan Centre Windsor, Windsor, ON 100% 239,321 349,321 Famous Players, Sears, The Brick, Staples/Business Depot, Costco* RioCan Colossus Centre, Vaughan, ON 100% 581,615 711,615 HomeSense, Rona, Golf Town, Marshalls, Cineplex, Costco* RioCan Durham Centre (I, II, III, IV, V) Ajax, ON RioCan Elgin Mills Crossing Richmond Hill, ON 100% 944,731 1,325,731 Walmart, Canadian Tire, Cineplex, Winners, Chapters, Sport Chek, HomeSense, Best Buy, Old Navy, Target, Home Depot*, Loblaws*, Costco* 100% 320,325 441,325 Costco, Staples/Business Depot, Michaels, PetSmart, Home Depot* RioCan Fairgrounds, Orangeville, ON 100% 330,692 474,767 Walmart, Future Shop, Galaxy Theatres RioCan Georgian Mall 100% 509,995 626,510 The Bay, Atmosphere, HomeSense, H&M, Sears* Barrie, ON RioCan Grand Park, Mississauga, ON 50% 59,319 118,638 Winners, Shoppers Drug Mart, Staples/Business Depot RioCan Gravenhurst, Gravenhurst, ON 100% 149,548 149,548 Canadian Tire, Sobeys RioCan Hall, Toronto, ON 100% 247,420 247,420 Cineplex, Marshalls RioCan Leamington, Leamington, ON 100% 192,889 192,889 Walmart, Metro RioCan Leaside Centre, Toronto, ON 50% 66,518 133,036 Canadian Tire, Future Shop, PetSmart RioCan Marketplace Toronto, Toronto, ON 33% 56,482 413,582 Winners, Loblaws*, Home Depot* RioCan Niagara Falls, Niagara Falls, ON 100% 268,876 367,451 Target, Staples/Business Depot, Loblaws, Home Depot* RioCan Oakville Place, Oakville, ON 100% 458,276 458,276 The Bay, Sears, H&M RioCan Orleans, Orleans, ON 100% 182,251 297,251 Metro, JYSK, Staples/Business Depot, Home Depot* RioCan Renfrew Centre, Renfrew, ON 100% 53,099 127,099 Loblaws* RioCan Scarborough Centre, Toronto, ON 100% 320,525 320,525 Target, Staples/Business Depot, LA Fitness RioCan St. Laurent, Ottawa, ON 50% 150,672 312,093 Target, Loeb, Winners RioCan Thickson, Whitby, ON 50% 181,535 493,070 Home Outfitters, Winners, JYSK, Future Shop, PetSmart, HomeSense, Home Depot* RioCan Thickson Ridge - 16% 4,374 28,222 Bed Bath & Beyond Bed Bath & Beyond, Whitby, ON RioCan Victoria, Whitby, ON 50% 49,290 98,580 Rona RioCan Warden, Toronto, ON 100% 232,542 232,542 Lowe's, Marshalls, Future Shop RioCan West Ridge Place, Orillia, ON 100% 223,008 353,008 Sport Chek, Metro, Galaxy Cinemas, Sears, Home Depot* RioCan Yonge Eglinton Centre, Toronto, ON 100% 1,018,060 1,018,060 Famous Players, Chapters, Metro RioCentre Brampton, Brampton, ON 100% 103,607 103,607 Food Basics RioCentre Kanata, Ottawa, ON 100% 108,562 108,562 Sobeys, Pharma Plus RioCentre Newmarket, Newmarket, ON 100% 92,679 92,679 Metro, Shoppers Drug Mart RioCentre Oakville, Oakville, ON 100% 106,884 106,884 Metro, Shoppers Drug Mart RioCentre Thornhill, Thornhill, ON 100% 140,370 140,370 No Frills, Winners, HomeSense Sandalwood Square Shopping Centre 100% 107,060 107,060 Value Village Mississauga, ON Sherwood Forest Mall, London, ON 100% 218,203 218,203 Metro, Shoppers Drug Mart, Goodlife Fitness 7 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Shoppers City East, Ottawa, ON 63% 7,574 123,525 Staples/Business Depot, Shoppers Drug Mart Shoppers on Argyle, Caledonia, ON 100% 17,024 17,024 Shoppers Drug Mart Shoppes on Avenue, Toronto, ON 100% 20,884 20,884 Bank of Montreal, Pharma Plus Shoppes on Queen West, Toronto, ON 100% 89,690 89,690 Loblaws, Winners Shoppers Drug Mart Pembroke Pembroke, ON 100% 17,020 17,020 Shoppers Drug Mart Shoppers World Brampton Brampton, ON 100% 689,840 689,840 Target, Canadian Tire, Winners, Staples/Business Depot, Oceans Shoppers World Danforth, Toronto, ON 50% 164,510 329,019 Target, Metro, Staples/Business Depot Silver City Gloucester, Gloucester, ON 80% 181,778 287,223 Cineplex, Chapters, Future Shop, Old Navy, Loblaws* South Cambridge Shopping Centre 100% 190,060 190,060 Zehrs, Home Hardware Cambridge, ON South Hamilton Square, Hamilton, ON 100% 305,292 305,292 Target, Fortinos, Shoppers Drug Mart, Goodlife Fitness Southgate Shopping Centre 100% 72,774 72,774 Metro, Shoppers Drug Mart Ottawa, ON Spring Farm Marketplace 100% 73,077 73,077 Sobeys, Shoppers Drug Mart Toronto, ON St. Clair Beach Shopping Centre 100% 76,001 126,001 National Sports, Zehrs* Windsor, ON Stratford Centre, Stratford, ON 100% 158,736 158,736 Target, Metro Sudbury Place, Sudbury, ON 100% 144,442 200,186 Target, Your Independent Grocer* Sunnybrook Plaza, Toronto, ON 100% 50,980 50,980 Pharma Plus Tanger Outlets Cookstown 50% 67,288 134,576 Cookstown, ON Timiskaming Square 100% 160,777 160,777 Food Basics New Liskeard, ON Timmins Square, Timmins, ON 30% 117,150 390,501 Sears, No Frills, Winners, Sport Chek, Urban Planet Trafalgar Ridge Shopping Centre 100% 131,251 131,251 Goodlife Fitness, HomeSense Oakville, ON Trenton Walmart Centre, Trenton, ON 100% 147,416 147,416 Walmart Trinity Common Brampton Brampton, ON 80% 529,748 877,185 Target, Famous Players, Metro, Winners, HomeSense, Future Shop, Staples/Business Depot, Canadian Tire*, Home Depot* Trinity Crossing, Ottawa, ON 100% 191,464 371,464 Michaels, HomeSense, Value Village, Loblaws* Upper James Plaza, Hamilton, ON 100% 126,252 126,252 Canadian Tire, Metro Victoria Crossing Marketplace 100% 64,864 64,864 FreshCo (Sobeys) Toronto, ON Viewmount Centre, Nepean, ON 50% 65,385 130,770 Metro, Best Buy, HomeSense Walker Place, Burlington, ON 50% 34,929 69,858 FreshCo (Sobeys) Walker Towne Centre, Windsor, ON 100% 39,788 39,788 West Side Place, Port Colborne, ON 100% 93,383 93,383 No Frills 8 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Westgate Shopping Centre 100% 167,964 167,964 Shoppers Drug Mart Ottawa, ON Wharncliffe Shopping Centre, London, ON 100% 60,711 60,711 No Frills White Shield Plaza, Scarborough, ON 60% 97,574 162,623 Lone Thai Grocery (Metro) Woodview Place, Burlington, ON 100% 147,852 147,852 Metro, JYSK, Chapters Yonge & Erskine Avenue, Toronto, ON 50% 5,841 11,682 Yonge Sheppard Centre, Toronto, ON 50% 299,650 599,299 Goodlife Fitness, Winners PRINCE EDWARD ISLAND Charlottetown Mall, Charlottetown, PEI 50% 166,273 332,545 Target, Loblaws Atlantic Superstore, Winners, Sport Chek QUEBEC 2335 Boul Lapiniere, Brossard, PQ 100% 2,259 2,259 541 Boul Saint Joseph, Gatineau, PQ 100% 2,584 2,584 Carrefour Carnaval - St. Leonard 100% 171,096 171,096 Super C, Value Village St. Leonard, PQ Carrefour Neufchatel, Neufchatel, PQ 100% 205,477 205,477 Super C, Gold s Gym, Staples/Business Depot Centre Carnaval - Drummondville 100% 146,961 146,961 Super C, Staples/Busimess Depot Drummondville, PQ Centre Carnaval - LaSalle 100% 209,788 209,788 Super C, L Aubainerie LaSalle, PQ Centre Carnaval - Montreal, Montreal, PQ 100% 67,815 67,815 Super C Centre Carnaval - Pierrefonds 100% 129,417 129,417 Super C Pierrefonds, PQ Centre Carnaval - Trois Rivieres 100% 112,888 112,888 Super C, Rossy Trois Rivieres, PQ Centre Commercial Forest 100% 118,710 118,710 Staples/Business Depot, Rossy Montreal, PQ Centre Jacques Cartier, Longueuil, PQ 50% 107,155 214,310 IGA, Guzzo Cinema, Value Village Centre La Prairie, La Prairie, PQ 50% 34,541 69,081 Sobeys Centre Regional Chateauguay 50% 107,155 214,310 Super C Chateauguay, PQ Centre Rene A. Robert 50% 25,919 51,837 Sobeys Ste. Therese, PQ Centre RioCan Kirkland 100% 320,088 320,088 Cineplex, Staples/Business Depot, Winners Kirkland, PQ Centre Sicard, Ste. Therese, PQ 100% 106,960 106,960 IGA, Jean Coutu Centre St. Jean 100% 103,278 103,278 Sobeys St. Jean Sur Richelieu, PQ Centre St. Julie, Ste. Julie, PQ 50% 30,389 60,778 Sobeys Centre St. Martin, Laval, PQ 100% 171,934 171,934 Provigo, Shoppers Drug Mart Centre Concorde, Laval, PQ 50% 31,649 63,298 Sobeys 9 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Desserte Ouest, Laval, PQ 50% 58,074 116,147 Target Galeries Laurentides, St. Jerome, PQ 100% 451,784 451,784 Maxi Galeries Mille Iles, Rosemere, PQ 100% 255,915 255,915 Staples/Business Depot, Maxi Granby, Granby, PQ 100% 49,556 49,556 L Aubainerie Lachute Walmart Centre 100% 75,682 110,682 Walmart, Loblaws* Lachute, PQ Les Factories Tanger Bromont 50% 81,472 162,943 Sports Experts, Urban Planet Bromont, PQ Les Factories Tanger Saint-Sauveur 50% 57,849 115,697 Atmosphere, Merrell, Nike Saint-Sauveur, PQ Les Galeries Lachine, Lachine, PQ 100% 171,667 171,667 Maxi, Rossy Levis, Levis, PQ 100% 18,988 18,988 Mega Centre Notre Dame Sainte Dorothee, PQ 100% 425,430 494,983 Winners, Sports Experts, Super C*, Shoppers Drug Mart* Mega Centre Rive-Sud, Levis, PQ 100% 207,215 207,215 Walmart, Canadian Tire*, Home Depot* Place Carnaval Laval, LaSelle, PQ 100% 103,217 103,217 Super C, Jean Coutu Place Kennedy, Levis, PQ 100% 105,648 155,648 Bureau en Gros, Winners, Canadian Tire* Place Newman, LaSalle, PQ 100% 189,546 189,546 Maxi, Winners, Rossy RioCan Gatineau, Gatineau, PQ 50% 143,254 286,507 Walmart, Canadian Tire, Super C RioCan Greenfield, Greenfield Park, PQ 50% 188,106 376,211 Maxi, Winners, Staples/Business Depot, Guzzo Cinemas RioCan La Gappe, Gatineau, PQ 100% 341,279 341,279 Walmart, Winners, Golf Town Shoppers Drug Mart - Repentigny 100% 17,050 17,050 Shoppers Drug Mart Repentigny, PQ Silver City Hull, Hull, PQ 100% 84,590 469,590 Cineplex, Rona*, Walmart*, Maxi*, Staples/ Business Depot*, Winners* St. Hyacinthe Walmart Centre Ste. Hyacinthe, PQ Vaudreuil Shopping Centre Vaudreuil-Dorion, PQ 100% 167,003 254,503 Walmart, Staples/Business Depot, Canadian Tire* 100% 117,965 197,965 Golf Town, Staples/Business Depot, Canadian Tire*, Super C* SASKATCHEWAN Parkland Mall, Yorkton, SA 100% 267,496 267,496 Canadian Tire, Value Village, IGA 10 *Non-owned anchor
PROPERTY PORTFOLIO UNITED STATES CONNECTICUT As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Montville Commons, Montville, CT 100% 117,916 236,722 Stop & Shop, Home Depot* Stop N Shop Plaza, Bridgeport, CT 100% 54,510 54,510 Giant Foods MASSACHUSETTS Northwoods Crossing, Taunton, MA 100% 159,562 159,562 BJ's Wholesale Club Shaw s Plaza, Raynham, MA 100% 176,609 176,609 Shaw's, Marshalls MARYLAND First Colony Center, California, MD 100% 98,186 357,383 Giant Foods, Michaels, Dress Barn, Pier One Imports Marlboro Crossroads, Upper Marlboro, MD 100% 67,975 67,975 Giant Foods NEW HAMPSHIRE Village Shoppes at Salem, Salem, NH 100% 170,270 170,270 Sports Authority, PetSmart NEW JERSEY Cross Keys Place, Turnersville, NJ 100% 148,173 253,173 Sports Authority, Old Navy, Bed Bath & Beyond, Home Depot* Deptford Landing, Deptford, NJ 100% 517,097 517,097 Walmart, Sam s Club, hhgregg, Michaels, PetSmart Sunrise Plaza, Forked River, NJ 100% 260,895 260,895 Home Depot, Kohl s NEW YORK Beekman Stop N Shop, Beekman, NY 100% 40,415 40,415 Giant Foods Huntington Square, East Northport, NY 100% 116,221 116,221 Stop & Shop, Best Buy PENNSYLVANIA Blue Mountain Commons, Harrisburg, PA 100% 123,353 123,353 Giant Columbus Crossing Shopping Center 100% 142,166 142,166 Super Fresh, Old Navy, AC Moore Philadelphia, PA Creekview, Warrington, PA 100% 136,423 425,339 Giant, LA Fitness, JoAnn Fabrics, Lowe s*, Target* Exeter Commons, Exeter, PA 100% 361,321 494,191 Lowe s, Giant Foods Supermarket, Target* 11 *Non-owned anchor
PROPERTY PORTFOLIO As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Gettysburg Marketplace, Gettysburg, PA 100% 82,785 82,785 Giant Foods Loyal Plaza, Williamsport, PA 100% 293,825 293,825 Kmart, Staples Monroe Marketplace, Selinsgrove, PA 100% 364,930 491,772 Giant Foods, Kohl s, Dick s Sporting Goods, Best Buy, TJ Maxx, Target* Northland Center, State College, PA 100% 111,496 111,496 Giant Foods, CVS Pharmacy Pitney Road, Lancaster, PA 100% 45,915 183,848 Best Buy, Lowe s* Sunset Crossing, Dickson City, PA 100% 74,142 74,142 Giant Foods Town Square Plaza, Reading, PA 100% 127,678 254,678 Giant Foods, PetSmart, AC Moore, Target* York Marketplace, York, PA 100% 305,410 305,410 Giant Foods, Lowe s RHODE ISLAND Super Stop & Shop Plaza, Richmond, RI 100% 60,488 60,488 Stop & Shop TEXAS 1890 Ranch, Austin, TX 100% 468,896 793,896 Cinemark, Office Depot, PetSmart, Target*, Hobby Lobby* Alamo Ranch, San Antonio, TX 100% 468,046 843,046 Dick s Sporting Goods, Best Buy, Ross, Marshalls Arbor Park, San Antonio, TX 100% 139,718 139,718 Ross Dress, Office Max, Michaels Bear Creek Shopping Center 100% 87,912 87,912 HEB Houston, TX Bird Creek Crossing, Temple, TX 100% 124,941 388,975 Best Buy, PetSmart, Target*, Home Depot* Cinco Ranch, Houston, TX 100% 97,761 271,761 HomeGoods, Michaels, Office Max, SuperTarget* Great Southwest Crossing 100% 153,105 283,173 Office Depot, PetSmart, Kroger, Sam s Club* Grand Prairie, TX Ingram Hills Shopping Center 100% 80,347 80,347 La Fiesta San Antonio, TX Las Colinas Village, Irving, TX 100% 104,741 104,741 Staples Las Palmas Marketplace, El Paso, TX 100% 637,272 717,272 Lowe s, Kohl s, Bed Bath & Beyond, Ross Stores Lincoln Square, Arlington, TX 100% 471,577 471,577 Best Buy, Ross, PetSmart, Stein Mart, Michaels Louetta Central, Houston, TX 100% 179,995 391,995 Kohl s, Ross Dress For Less, Michaels, Walmart* Market Street - Colleyville Center 100% 72,617 72,617 Market Street Dallas, TX Market Street - Stonebridge Ranch 100% 88,389 88,389 Market Street Dallas, TX Montgomery Plaza, Fort Worth, TX 80% 232,897 465,011 Marshalls, Ross, Office Depot, PetSmart, SuperTarget* Riverpark Shopping Center I, II Sugar Land, TX 100% 253,011 317,340 HEB, Walgreen s, LA Fitness, Dollar Tree, Gander Mountain* Southpark Meadows, Austin, TX 100% 821,141 1,071,141 Walmart, JC Penny, Hobby Lobby, Target* Suntree Square, Southlake, TX 100% 99,269 99,269 Tom Thumb Timber Creek, Dallas, TX 100% 474,441 474,441 Walmart, JC Penny 12 *Non-owned anchor
PROPERTY PORTFOLIO VIRGINIA As at December 31, 2013 Ownership RioCan s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants New River Valley, Christianburg, VA 100% 164,663 164,663 Best Buy, Ross Stores, Bed Bath & Beyond Towne Crossing Shopping Center 100% 111,016 111,016 Bed Bath & Beyond, Michaels Richmond, VA WEST VIRGINIA The Commons, Martinsburg, WVA 100% 274,096 401,919 Dick s Sporting Goods, Best Buy, TJ Maxx, PetSmart, Target* 13 *Non-owned anchor
TABLE OF CONTENTS Management s Discussion and Analysis RioCan FINANCIAL REVIEW MANAGEMENT S DISCUSSION AND ANALYSIS 15 About This Management s Discussion and Analysis 15 Forward-Looking Information 16 About RioCan 17 Presentation of Financial Information and Non-GAAP Measures 18 2013 Change in Accounting Policy 19 Operational and Financial Highlights 26 2013 Financial Highlights 27 2013 Operating Highlights 29 Capital Management 30 Outlook and Strategy 32 Corporate Responsibility 33 Occupancy 42 Results of Operations 42 Reconciliation of Net Earnings to Net Earnings at RioCan s Interest 49 Results of Operations RioCan s Interest 50 Operating Funds from Operations (OFFO) & Adjusted FFO (AFFO) 52 Net Operating Income 58 Other Revenue 59 Other Expenses 60 Asset Profile 60 Investment Property 62 Income Properties 62 Acquisitions During 2013 71 Capital Expenditures on Income Properties 72 Joint Venture and Partnership Activities 78 Properties Under Development 79 Development Property Acquisitions 82 Development Pipeline Summary 90 Mortgages and Loans Receivable 101 Related Party Transactions 101 Capital Strategy and Resources 102 Capital Structure 103 Debt and Leverage Metrics 105 Debt 105 Revolving Lines of Credit 105 Debentures Payable 107 Mortgages Payable and Lines of Credit 108 Hedging Activities 109 Aggregate Maturities 110 Trust Units 111 Preferred Units 111 Guarantees 112 Liquidity 113 Deferred Income Taxes 113 Distributions to Unitholders 115 Selected Quarterly Consolidated Information 116 Significant Accounting Policies and Estimates 117 Future Changes in Accounting Policies 117 Controls and Procedures 118 Risks and Uncertainties
About This Management s Discussion and Analysis This Management s Discussion and Analysis (MD&A) relates to the year ended December 31, 2013, which reflects the 12-month period from January 1, 2013 to December 31, 2013 (2013). All references to 2012 refer to the 12-month period from January 1, 2012 to December 31, 2012. Fiscal 2011 refers to the 12-month period from January 1, 2011 to December 31, 2011. All references to Q4 2013 refer to the three months ended December 31, 2013 and all references to Q4 2012 refers to the three months ended December 31, 2012. Unless the context indicates otherwise, all references to RioCan and the Trust in this MD&A refer to RioCan Real Estate Investment Trust and its consolidated operations. All references to the Trust s units refer collectively to RioCan common trust units, Cumulative Rate Reset Preferred Trust Units, Series A (Preferred Units, Series A) and Cumulative Rate Reset Preferred Trust Units, Series C (Preferred Units, Series C). All references to the Trust s unitholders refer collectively to holders of RioCan common trust units, holders of Preferred Units, Series A and holders of Preferred Units, Series C. All references to Units or Unitholders refer to RioCan s common trust units and holders thereof. All references to Preferred Units refer to the Preferred Units, Series A and the Preferred Units, Series C. All references to management refer to the trustees and senior officers of RioCan, unless otherwise stated. This MD&A has been prepared with an effective date of February 12, 2014 and should be read in conjunction with the audited annual consolidated financial statements and appended notes for the years ended December 31, 2013 and 2012 (2013 Annual Financial Statements). These documents, as well as additional information relating to RioCan, including RioCan s annual information form (AIF), can be accessed at www.riocan.com and at www.sedar.com. Certain comparative amounts have been reclassified to conform to the current year s presentation. The Trust s Audit Committee has reviewed this document and, prior to its release, the RioCan Board of Trustees (Board of Trustees) approved it, on the Audit Committee s recommendation. Forward-Looking Information Certain information included in this MD&A contains forward-looking information within the meaning of applicable Canadian securities laws. This information includes, but is not limited to, statements made in About RioCan, 2013 Highlights, Outlook and Strategy, Asset Profile, Capital Strategy and Resources, and other statements concerning RioCan s objectives, its strategies to achieve those objectives, as well as statements with respect to management s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as outlook, objective, may, will, would, expect, intend, estimate, anticipate, believe, should, plan, continue, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management s current beliefs and is based on information currently available to management. All forward-looking information in this MD&A is qualified by these cautionary statements. Forward-looking information is not a guarantee of future events or performance and, by its nature, is based on RioCan s current estimates and assumptions, which are subject to numerous risks and uncertainties, including those described under Risks and Uncertainties in this MD&A which could cause actual events or results to differ materially from the forward-looking information contained in this MD&A. Those risks and uncertainties include, but are not limited to, those related to: liquidity and general market conditions; tenant concentrations, occupancy levels and defaults; access to debt and equity capital; interest rates; joint ventures/ partnerships; the relative illiquidity of real property; unexpected costs or liabilities related to acquisitions; construction; environmental matters; legal matters; reliance on key personnel and information systems; unitholder liability; income and indirect taxes; U.S. investment, property management and currency risk; and credit ratings. RioCan currently qualifies as a real estate investment trust for tax purposes and intends to continue to qualify for future years. The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts which qualify as specified investment flow-through entities (the SIFT Provisions). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a real estate investment trust (REIT). Should RioCan no longer qualify as a REIT under the SIFT Provisions, certain statements contained in this MD&A may need to be modified. Other factors, such as general economic conditions, including interest rate and exchange rate fluctuations, may also have an effect on RioCan s results of operations. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification in high growth and urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable the Trust to refinance debts as they mature; and the availability of investment opportunities for growth in Canada and the U.S. For a description of additional risks that could cause actual results to materially differ from management s current expectations, see Risks and Uncertainties in this MD&A and Risks and Uncertainties in RioCan s AIF. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information. Certain statements included in this MD&A may be considered financial outlook for purposes of applicable Canadian securities laws, and as such the financial outlook may not be appropriate for purposes other than this MD&A. The forward-looking information contained in this MD&A is made as of the date of this MD&A, and should not be relied upon as representing RioCan s views as of any date subsequent to the date of this MD&A. Except as required by applicable law, management undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. 15
ABOUT RIOCAN RioCan is an unincorporated closed-end trust governed by the laws of the Province of Ontario and constituted pursuant to a declaration of trust dated November 30, 1993, as most recently amended and restated on June 5, 2013 (the Declaration). The Units are listed on the Toronto Stock Exchange (TSX) under the symbol REI.UN. The Preferred Units, Series A and Preferred Units, Series C are listed on the TSX under the symbols REI.PR.A and REI.PR.C, respectively. Business Overview RioCan is Canada s largest REIT, with a total enterprise value of approximately $13.8 billion as at December 31, 2013. RioCan owns and manages Canada s largest portfolio of shopping centres, with ownership interests in a portfolio of 340 retail properties in Canada and the United States (US) combined, including 16 under development, containing an aggregate of 81.7 million square feet as at December 31, 2013 (54.2 million square feet at RioCan s interest). RioCan s Canadian portfolio, as of December 31, 2013, comprises 293 shopping centres, including grocery anchored, new format retail, urban retail, mixed use, and non-grocery anchored centres. Of these properties, 197 are held through outright ownership including three under development, while 96 centres including 13 under development are held through 22 joint venture arrangements. RioCan s primary joint venture arrangements in Canada are with Allied Properties REIT (Allied), Canada Pension Plan Investment Board (CPPIB), Kimco Realty Corporation (Kimco), KingSett Capital (KingSett), Tanger Factory Outlet Centers, Inc. (Tanger), and Trinity Development Group (Trinity). RioCan s long-standing joint venture partner, Kimco, represents the Trust s largest joint venture partnership, comprising ownership of 46 income properties and total assets of over $2.5 billion, on a 100% basis. For a further details on the Trust s joint venture relationships, see section Joint Venture and Partnership Activities. RioCan s US portfolio, as of December 31, 2013, is comprised of 47 shopping centres, predominantly grocery anchored and new format retail centres. All but one of these assets are owned and operated 100% by RioCan and the one centre is held through a joint venture arrangement. The Trust s purpose is to deliver to its Unitholders stable and reliable cash distributions that increase over the long term. The Trust accomplishes this goal by following a strategy of focusing on owning, operating, and developing (including redeveloping and intensifying) retail and mixed use real estate. RioCan has grown its business by using prudent strategies, core competencies, conservative financial leverage, long-term strategic partnerships and by adapting to trends in commercial real estate. RioCan s core strategy is the ownership and management of retail properties consisting of all retail formats. Its investment strategy is to focus on stable, lower risk, retail properties in either stable or high growth urban markets in order to create stable and, over time, growing cash flows from the property portfolio. Due to RioCan s focus on major urban markets, RioCan has significant opportunities to redevelop and intensify urban properties. These activities can significantly increase cash flows and value and generate capital through transaction gains where additional density is created and sold. The specific retail assets in which RioCan currently invests are: New format retail centres New format retail centres (or power centres) are large aggregations of dominant retailers grouped together at high traffic and easily accessible locations. These unenclosed campus-style centres are generally anchored by supermarkets and/or junior department stores and may include entertainment (movie theatres and restaurants) and fashion components. Neighbourhood convenience unenclosed centres Neighbourhood convenience unenclosed centres are generally supermarket and/or junior department store anchored shopping centres, typically comprising between 60,000 to 250,000 square feet of leasable area. Other tenants generally include drug stores, restaurants, banks and other service providers. Enclosed shopping centres Enclosed shopping centres are generally large retail complexes containing stores, restaurants and other facilities with interior common areas with access to all retail units. Typically these centres have one or more anchor tenants and are located close to or in larger population centres. Urban retail properties Urban retail properties are high-quality, innovative, multi-level format retail centres located in major urban markets. The centres are situated in high-density locations and may sometimes be part of a multi-use complex, thereby including office space and/or a residential component as part of the property. Outlet shopping centres RioCan s joint venture arrangement with Tanger introduced the outlet shopping centre concept to RioCan s portfolio. Outlet shopping centres provide an opportunity for customers to purchase directly from the manufacturer at substantial savings. 16
RioCan and Tanger plan to develop a number of outlet centres across Canada. The planned outlet centres are expected to be similar in concept and design to those within Tanger s existing US portfolio, which are characterized by a tenant mix of leading designer and brand-name manufacturers having a typical size of approximately 300,000 to 350,000 square feet. The locations of the planned centres are intended to be within close proximity to larger urban markets and tourist areas across Canada. PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES Presentation of Financial Information Unless otherwise specified herein, financial results, including related historical comparatives, contained in this MD&A are based on RioCan s 2013 Annual Financial Statements, which have been prepared by management in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Canadian dollar is RioCan s reporting currency for purposes of preparing the Trust s 2013 Annual Financial Statements. Accordingly, all dollar references in this MD&A are in Canadian dollars, unless otherwise specified herein. Non-GAAP Measures Consistent with RioCan s management framework, the Trust uses certain measures to assess its financial performance that are not generally accepted accounting principles (GAAP) measured under IFRS. These measures do not have any standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. Non-GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan s performance, liquidity, cash flows and profitability. RioCan s management uses these measures to aid in assessing the Trust s underlying core performance and provides these additional measures so that investors may do the same. RioCan s Interest On January 1, 2013, RioCan changed its accounting policy for certain joint arrangements as required by IFRS 11, Joint Arrangements. As a result, effective January 1, 2013, the Trust no longer proportionately consolidates certain joint arrangements and now accounts for these investments using the equity method of accounting. Where applicable, prior period financial information has been restated for comparative reporting purposes to reflect this change in accounting policy. An analysis of RioCan s consolidated financial position and results of operations plus its interests in the equity accounted investments may be found under 2013 Change in Accounting Policy on page 5 of this MD&A. All references herein to consolidated refer to amounts as reported under IFRS. All references to RioCan s interest refer to a non-gaap financial measure presented representing RioCan s proportionate share of the financial position and results of operations of its entire portfolio, taking into account the difference in accounting for joint ventures using proportionate consolidation versus equity accounting. For a reconciliation of the Trust s results of operations and statement of financial position, refer to pages 30 through 35 of this MD&A. Further, it should be noted that as of December 31, 2013, as a result of the dissolution of its primary US joint ventures (JV s), the Trust only has two remaining joint arrangements qualifying for equity accounting treatment. Funds From Operations (FFO) FFO is a non-gaap financial measure of operating performance widely used by the real estate industry. Congruent with the Real Property Association of Canada s (REALpac) intended use of FFO, RioCan considers FFO to be a meaningful measure of operating performance as it adjusts for items included in IFRS net earnings that do not necessarily provide an accurate picture of the Trust s past or recurring performance, such as unrealized changes in the fair value of real estate property, gains and losses on the disposal of income properties, acquisition and disposition transaction costs and other non-cash items. FFO should not be construed as an alternative to net earnings or cash flows provided by operating activities determined in accordance with IFRS. RioCan s method of calculating FFO is in accordance with REALpac s recommendations but may differ from other issuers methods and, accordingly, may not be comparable to FFO reported by other issuers. A reconciliation of FFO to IFRS net earnings (excluding the impact of the adoption of IFRS 11, Joint Arrangements), can be found under Results of Operations. Operating Funds From Operations (Operating FFO) Operating FFO is a non-gaap measure of operating performance representing the recurring cash flow generated through the ownership and management of income properties. In addition to the adjusting items to arrive at FFO, Operating FFO also excludes transaction gains and losses (net of tax) as well as expenditures related to development activities that, in management s view, form part of the costs of its development projects. There is no standard industry-defined measure of Operating FFO. As such, RioCan s method of calculating Operating FFO will differ from other issuers methods and, accordingly, will not be comparable to such amounts reported by other issuers. Please see Results of Operations for a calculation of Operating FFO. Adjusted Funds From Operations (AFFO) AFFO is a non-gaap financial measure of operating performance widely used in the real estate industry. Management views AFFO as an alternative measure of cash generated from operations. AFFO is calculated by adjusting Operating FFO for straight-line rent 17
adjustments, non-cash compensation expenses, normalized costs for capital expenditures and productive capacity maintenance expenditures, which include leasing costs for maintaining shopping centres and current lease revenues. Productive capacity maintenance can vary widely from quarter to quarter due to the lease expiry profile, vacancies and capital expenditure estimates due to the life cycle of the property resulting in volatility in AFFO. As well, the Trust reviews capital maintenance spending levels based on the performance of the portfolio. For these reasons, normalized capital maintenance expenditures have been estimated based on historical activity and management s expectations on a normalized level of activity. Productive capacity maintenance expenditures are further discussed in Capital Expenditures on Income Properties indicating the Trust s expectation of such annualized expenditures. In addition, non-recurring costs that impact operating cash flow may be adjusted. There is no standard industry-defined measure of AFFO. As such, RioCan s method of calculating AFFO will differ from other issuers methods and, accordingly, will not be comparable to such amounts reported by other issuers. Please see Results of Operations for a calculation of AFFO. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) Adjusted EBITDA is a non-gaap measure that is used as an input in several of the Trust s debt metrics, providing information with respect to certain financial ratios that the Trust uses in measuring its debt profile and assessing the Trust s ability to satisfy its obligations, including servicing its debt. Adjusted EBITDA is used in place of IFRS net earnings because it excludes major non-cash items, interest expense, acquisition related costs, and other items that management considers non-operating in nature. Please see Capital Strategy and Resources - Capital Structure for a reconciliation of Adjusted EBITDA to IFRS net earnings and the debt metrics that utilize Adjusted EBITDA. Adjusted Unitholders Equity Adjusted Unitholders Equity is a non-gaap financial measure defined in RioCan s Declaration as the amount of unitholders equity plus the amount of accumulated amortization of income properties recorded by the Trust, calculated in accordance with IFRS. Under IFRS, RioCan accounts for investment property at fair value and, therefore, this is no longer a required adjustment to unitholders equity. Net Operating Income (NOI) NOI is defined by RioCan as rental revenue from income properties less property operating costs. NOI is an important measure of the income generated from the income producing real estate portfolio and is used by the Trust in evaluating the performance of the portfolio, as well as a key input in determining the value of the portfolio. RioCan s method of calculating NOI may differ from other issuers methods and, accordingly, may not be comparable to NOI reported by other issuers. Same Store NOI Same-store NOI is a non-gaap financial measure defined by RioCan to report the period-over-period performance of the same asset base having consistent leasable area in both periods, which includes the impact of acquisitions and dispositions on a pro-rata basis. To calculate same store NOI growth, NOI for the period is adjusted to remove the impact of straight-line rents, lease cancellation fees, foreign exchange and other non-recurring items. Same Property NOI Same property NOI is a non-gaap financial measure that is consistent with the definition of same-store NOI above, except that same property includes the NOI impact of redevelopments. 2013 CHANGE IN ACCOUNTING POLICY During the first quarter of 2013, RioCan changed its accounting policy for certain joint arrangements as required by the new standard IFRS 11 Joint Arrangements. As a result, the Trust no longer proportionately consolidates certain joint arrangements and now accounts for these investments using the equity method of accounting in its interim and annual consolidated financial statements. The equity method of accounting results in a new line item on the consolidated balance sheet entitled Equity accounted investments and joint ventures representing RioCan s share of the assets less liabilities of the equity accounted joint ventures as well as other investments accounted for using the equity method. As well, the Statement of Earnings presents a new line item entitled Share of net earnings in equity accounted investments and joint ventures representing RioCan s share of the net earnings of the equity accounted investees and joint ventures. Where applicable, prior period financial information has been restated for comparative reporting purposes to reflect this change in accounting policy. See section Results of Operations for a reconciliation of consolidated net earnings as reported under IFRS to consolidated net earnings reported at RioCan s Interest for Q4 2013, Q4 2012, 2013 and 2012. 18
OPERATIONAL AND FINANCIAL HIGHLIGHTS Operational Information (thousands of square feet, except other data) As at and for the years ended December 31, 2013 2012 2011 US Canada Total US Canada Total US Canada Total Number of properties: Income properties 47 277 324 50 283 333 45 276 321 Under development (i) 16 16 11 11 10 10 Portfolio occupancy (committed) 96.8% 96.9% 96.9% 98.1% 97.2% 97.4% 98.1% 97.5% 97.6% Net leasable area (NLA) at 100%* 13,295 57,929 71,224 13,579 60,962 74,541 11,868 59,674 71,542 NLA at RioCan s interest: Total portfolio 9,882 39,358 49,240 8,816 40,674 49,490 6,873 39,129 46,002 Average in place rent $ 13.83 $ 16.63 $ 16.08 $ 14.02 $ 16.07 $ 15.70 $ 14.74 $ 15.21 $ 15.14 Completed developments during the period ended 747 747 27 546 573 365 365 Acquired during the period ended 1,478 1,558 3,036 1,740 280 2,020 2,875 1,923 4,798 Dispositions during the period ended (479) (2,784) (3,263) (245) (245) Development pipeline upon completion: Total project NLA (ii) 10,500 10,500 9,948 9,948 8,915 8,915 RioCan s interest of project NLA (ii) 4,910 4,910 4,910 4,910 4,632 4,632 Percentage of portfolio rental revenue derived from: Six Canadian high growth markets (annualized) (iii) n/a 71.7% 71.7% n/a 67.5% 67.5% n/a 65.9% 65.9% US market (annualized) 15.0% n/a 15.0% 13.6% n/a 13.6% 12.5% n/a 12.5% National and anchor tenants (annualized) 85.7% 86.3% 86.2% 86.3% 86.1% 86.1% 86.8% 85.6% 85.7% Largest tenant (annualized) 10.1% 4.0% 3.7% 9.2% 4.9% 4.3% 13.8% 5.1% 4.7% Percentage of portfolio NLA anchored or shadow anchored by grocery stores 60.1% 70.0% 69.8% 58.0% 70.5% 68.8% 60.6% 70.5% 69.3% Number of employees (excluding seasonal) (iv) 701 624 576 * Includes retail owned anchors. (i) Includes active development projects. (ii) Includes active and non-active projects. (iii) The six Canadian high growth markets are: Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Toronto, ON; and Vancouver, BC. (iv) Number of employees at December 31, 2013 includes 30 US based employees for RioCan s US management platform. 19
Financial Information (i) (millions of dollars, except where otherwise noted) As at and for the year ended December 31, 2013 2012 2011** Total revenue Consolidated (xix) $ 1,152 $ 1,073 $ 988 Total revenue RioCan s interest (ii) $ 1,195 $ 1,114 $ n/a* Change in fair value of investment properties Consolidated $ 221 $ 868 $ 533 Change in fair value of investment properties RioCan s interest (iii) $ 229 $ 905 $ n/a* Net earnings before taxes and fair value adjustment $ 492 $ 491 $ 352 Net earnings attributable to unitholders $ 709 $ 1,344 $ 873 Net earnings per Unit attributable to common Unitholders basic $ 2.30 $ 4.59 $ 3.26 Net earnings per Unit attributable to common Unitholders diluted $ 2.29 $ 4.57 $ 3.25 Adjusted EBITDA (iv) $ 748 $ 702 $ 625 FFO (v) $ 471 $ 427 $ 371 FFO per Unit $ 1.56 $ 1.47 $ 1.40 Operating FFO (v) $ 492 $ 440 $ 380 Operating FFO per Unit (v) $ 1.63 $ 1.52 $ 1.43 AFFO (xx) $ 447 $ 402 $ 342 AFFO per Unit (xx) $ 1.48 $ 1.39 $ 1.29 Distributions as a percentage of AFFO 95.3% 99.3% 107.0% Weighted average common Units outstanding basic (in thousands) 302,324 289,950 265,583 Distributions to common Unitholders $ 426 $ 401 $ 367 Distributions to common Unitholders per Unit $ 1.41 $ 1.38 $ 1.38 Distributions per common Unit (annualized) (vi) $ 1.41 $ 1.38 $ 1.38 Distributions to common Unitholders net of distribution reinvestment plan $ 316 $ 293 $ 285 Distributions to common Unitholders net of distribution reinvestment plan per Unit (last twelve months) $ 1.04 $ 1.01 $ 1.07 Common Unit issue proceeds under distribution reinvestment plan $ 110 $ 108 $ 82 Distribution reinvestment plan (DRIP) participation rate 25.8% 26.9% 22.3% (millions of dollars, except where otherwise noted) As at December 31, 2013 December 31, 2012 December 31, 2011 Total enterprise value (vii) $ 13,794 $ 14,274 $ 12,437 Total assets Consolidated $ 13,530 $ 12,619 $ 10,484 Total assets RioCan s interest (viii) $ 13,554 $ 12,888 $ n/a* Debt*** Consolidated $ 5,959 $ 5,451 $ 4,781 Debt*** RioCan s interest (ix) $ 5,988 $ 5,717 $ n/a* Debt to total assets (net of cash) Consolidated (x) 43.9% 42.4% 45.4% Debt to total assets (net of cash) RioCan s interest (x) 44.0% 43.6% n/a* Debt to total enterprise value Consolidated (xi) 43.2% 38.2% 37.7% Debt to total enterprise value RioCan s interest (xi) 43.4% 40.1% n/a* Debt service coverage ratio RioCan s interest (xiii) 2.10 1.98 1.87 Interest coverage ratio RioCan s interest (xii) 2.83 2.69 n/a* Fixed charge coverage ratio RioCan s interest (xiv) 1.06 1.04 n/a* Net consolidated debt to Adjusted EBITDA (xv) 7.52 7.00 7.26 Operating debt to adjusted operating EBITDA RioCan s interest (xvi) 7.24 7.09 7.00 Total unitholders equity $ 7,261 $ 6,847 $ 5,363 Common Units outstanding (in thousands) 304,075 300,099 279,113 Closing market price per common Unit $ 24.77 $ 27.56 $ 26.43 Common Units market capitalization (xvii) $ 7,532 $ 8,271 $ 7,377 Preferred Units, Series A outstanding (in thousands) 5,000 5,000 5,000 Closing market price per Preferred Unit, Series A $ 24.90 $ 25.94 $ 25.81 Preferred Unit, Series C outstanding (in thousands) 5,980 5,980 5,980 Closing market price per Preferred Unit, Series C $ 25.00 $ 26.15 $ 25.15 Preferred Units market capitalization (xviii) $ 274 $ 286 $ 279 Please note: RioCan s method of calculating non-gaap measures may differ from other issuers methods and accordingly may not be comparable to such amounts reported by other issuers. (i) During the first quarter of 2013, RioCan changed its accounting policy for certain joint arrangements as required by the new standard IFRS 11 Joint Arrangements. As a result, the Trust no longer proportionately consolidates certain joint arrangements and now accounts for these investments using the equity method of accounting. Where applicable, prior period financial information has been restated to reflect this change in accounting policy. An analysis of RioCan s consolidated financial position and results of operations plus its interests in the equity accounted for investments financial position and results of operations may be found under 2013 Change in Accounting Policy. (ii) A non-gaap measurement. Calculated as the sum of rental revenue, fees and other income and interest income, all at RioCan s interest. 20
(iii) A non-gaap measurement. Calculated as consolidated change in fair value of investment properties plus RioCan s share of change in fair value of investment properties for its equity accounted for joint arrangements less non-controlling interests share of change in fair value of investment properties. (iv) A non-gaap measurement. Adjusted EBITDA is defined as net earnings at RioCan s interest before changes in fair value of income properties, net interest expense and income taxes as well as other one-time adjustments. A reconciliation of Adjusted EBITDA to net earnings can be found under Capital Strategy and Resources. (v) A non-gaap measurement. A reconciliation to net earnings can be found under Results of Operations. (vi) Annualized amount is based on the latest quarter s distribution. (vii) A non-gaap measurement. Calculated by the Trust as debt at RioCan s interest plus common Unit market capitalization plus total Preferred Unit market capitalization. (viii) A non-gaap measurement. Calculated as consolidated assets of the Trust and adding back RioCan s share of liabilities for its equity accounted for joint arrangements and less non-controlling interests share of assets. (ix) A non-gaap measurement. Calculated as consolidated mortgages and debentures payable of the Trust plus RioCan s share of mortgages and debentures payable for its equity accounted for joint ventures less non-controlling interests share of mortgages and debentures payable. (x) A non-gaap measurement. Calculated as debt net of cash divided by total assets net of cash. (xi) A non-gaap measurement. Calculated by the Trust as debt divided by total enterprise value. (xii) A non-gaap measurement. Interest coverage is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized), prepared at RioCan s interest. (xiii) A non-gaap measurement. Debt service coverage is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized) and scheduled mortgage principal amortization. (xiv) A non-gaap measurement. Fixed charge coverage ratio is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized) and distributions to common and preferred unitholders, prepared at RioCan s interest. (xv) A non-gaap measurement. Net consolidated debt to Adjusted EBITDA is defined as: the average consolidated debt (net of cash) for the period divided by Adjusted EBITDA. (xvi) A non-gaap measurement. Net operating debt to Operating EBITDA is defined as the average debt outstanding (net of cash) for the period less debt related to property under development (both at RioCan s interest) divided by Operating EBITDA (as found under Capital Strategy and Resources ). (xvii) A non-gaap measurement. Calculated by the Trust as closing market price of the common Units trading on the Toronto Stock Exchange on the respective period end dates, multiplied by the number of common Units outstanding at such date. (xviii) A non-gaap measurement. Calculated by the Trust as the aggregate of the closing market price of each series of preferred units trading on the Toronto Stock Exchange on the respective period end dates, multiplied by the number of Preferred Units of such series outstanding at such date. (xix) Calculated as the sum of rental revenue, fees and other income and interest income (consolidated). (xx) A non-gaap measurement for which a reconciliation to AFFO from FFO can be found in RioCan s discussion under AFFO. n/a not applicable * Calculation at RioCan s interest was not performed for the year ended December 31, 2011 ** December 31, 2011 numbers were not restated for 2013 Change in Accounting Policy, except for certain consolidated balance sheet amounts and related debt metrics which have been reclassified for comparative purposes. *** Debt is defined as the sum of mortgages payable, lines of credit, and debentures payable. 21
Top50Tenants TotalPortfolio As at December 31, 2013, RioCan s 50 largest tenants in Canada and the US, as measured by annualized gross rental revenue have the following profile: Rank Tenant name Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 1 Walmart 3.7% 32 3,915 8.0% 12.8 2 Canadian Tire Corporation (i) 3.4% 91 1,984 4.0% 8.6 3 Cineplex/Galaxy Cinemas 3.2% 30 1,388 2.8% 10.2 4 Metro/Super C/Loeb/Food Basics 3.2% 57 2,100 4.3% 7.1 5 Winners/HomeSense/ Marshalls 2.6% 72 1,612 3.3% 7.1 6 Loblaws/No Frills/Fortinos/Zehrs/Maxi (ii) 2.5% 32 1,438 2.9% 7.4 7 Target Corporation 1.8% 25 2,076 4.2% 8.4 8 Staples/Business Depot 1.7% 51 1,009 2.0% 5.9 9 Shoppers Drug Mart 1.6% 51 554 1.1% 8.7 10 Cara/Prime Restaurants 1.6% 113 476 1.0% 7.2 11 Sobeys Inc. 1.6% 37 971 2.0% 8.1 12 Future Shop/Best Buy 1.5% 33 783 1.6% 5.8 13 Giant Food Stores/ Stop & Shop (Royal Ahold) 1.5% 24 1,113 2.3% 12.1 14 Reitmans/Penningtons/Smart Set/Addition-Elle/Thyme Maternity 1.2% 110 457 0.9% 4.5 15 Dollarama 1.2% 78 647 1.3% 6.9 16 PetSmart 1.2% 38 617 1.3% 5.0 17 TD Bank 0.9% 55 243 0.5% 6.2 18 Michael s 0.9% 32 556 1.1% 5.4 19 Bluenotes/Stitches/Suzy Shier/Urban Planet (YM Inc.) 0.8% 59 353 0.7% 6.1 20 Chapters/Indigo 0.8% 25 295 0.6% 3.9 21 Lowes 0.7% 8 1,138 2.3% 25.8 22 The Bay/Home Outfitters 0.7% 11 532 1.1% 6.7 23 Sears 0.6% 16 511 1.0% 5.7 24 Ardene 0.6% 56 229 0.5% 7.6 25 Goodlife Fitness 0.6% 18 364 0.7% 12.7 26 Liquor Control Board of Ontario (LCBO) 0.5% 22 182 0.4% 9.0 27 Pharma Plus 0.5% 21 136 0.3% 9.8 28 Bank Of Montreal 0.5% 30 113 0.2% 7.0 29 Leon s/the Brick 0.5% 13 300 0.6% 7.5 30 Rona/Revy/Reno 0.5% 5 318 0.6% 11.7 31 Old Navy/The Gap/Banana Republic 0.5% 20 211 0.4% 5.6 32 Value Village 0.5% 15 295 0.6% 6.5 33 Bed Bath & Beyond 0.4% 16 346 0.7% 7.5 34 Bell/The Source 0.4% 83 117 0.2% 5.6 35 Bank Of Nova Scotia 0.4% 30 111 0.2% 5.2 36 CIBC 0.4% 30 108 0.2% 5.1 37 LA Fitness 0.4% 10 260 0.5% 13.9 38 Laura 0.4% 23 114 0.2% 3.6 39 London Drugs 0.4% 11 198 0.4% 4.6 40 Benix & Co. 0.4% 30 126 0.3% 4.0 41 Golf Town 0.3% 12 151 0.3% 4.4 42 Subway 0.3% 87 96 0.2% 4.9 43 The Shoe Company 0.3% 25 131 0.3% 4.3 44 MTY Food Group Inc. 0.3% 76 87 0.2% 6.3 45 BouClair 0.3% 20 152 0.3% 6.4 46 TDL Group 0.3% 44 106 0.2% 6.5 47 Royal Bank of Canada 0.3% 23 86 0.2% 4.6 48 Golds Gym 0.3% 5 251 0.5% 14.7 49 Ross Dress 0.3% 9 266 0.5% 5.2 50 Office Depot/Max 0.3% 12 216 0.4% 5.3 49.8% 1,826 29,838 60.4% 8.7 * Weighted average remaining lease term based on annualized gross rental revenue (i) Canadian Tire Corporation includes Canadian Tire/PartSource/Mark s Work Wearhouse/Sport Mart/Sport Chek/Sports Experts/National Sports/Atmosphere. (ii) Loblaws has entered into an agreement to purchase Shoppers Drug Mart which is scheduled to close in the first quarter of 2014. Upon closing, Loblaws will be RioCan s largest tenant by gross revenue. 22
US 20.1% 15.0% US Canada 79.9% 85.0% Canada NLA* of the total portfolio at December 31, 2013 Annualized rental revenue of the total portfolio at December 31, 2013 * Net leasable area Canadian Portfolio As at December 31, 2013, the geographical diversification of RioCan s Canadian property portfolio is as follows: Eastern Canada 3.2% 1.9% Eastern Canada Western Canada 18.4% 19.5% Western Canada Quebec 14.4% 11.8% Quebec Ontario 64.0% 66.8% Ontario NLA of the Canadian portfolio at December 31, 2013 Annualized rental revenue of the Canadian portfolio by geographic area at December 31, 2013 As at December 31, 2013, the diversification of RioCan s Canadian property portfolio by property type is as follows: Office 4.6% Urban Retail 4.0% Non-Grocery Anchored Centre 5.2% Enclosed Shopping Centre 17.7% Grocery Anchored Centre 21.8% New Format Retail 46.7% 5.0% Office 8.6% Urban Retail 4.8% Non-Grocery Anchored Centre 18.1% Enclosed Shopping Centre 19.6% Grocery Anchored Centre 43.9% New Format Retail NLA of the Canadian portfolio by property type at December 31, 2013 Annualized rental revenue of the Canadian portfolio by property type at December 31, 2013 The committed occupancy rate of the Canadian portfolio has remained relatively stable over the most recent eight fiscal quarters: 100.0% 96.7% 97.3% 97.2% 97.2% 97.0% 96.6% 96.9% 96.9% 95.0% Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 23
Top Ten Tenants Canadian Portfolio As at December 31, 2013, RioCan s ten largest tenants in Canada, as measured by annualized gross rental revenue, have the following profile: Rank Tenant name Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 1 Canadian Tire Corporation (i) 4.0% 91 1,984 5.0% 8.6 2 Walmart 3.9% 27 3,035 7.7% 12.4 3 Cineplex/Galaxy Cinemas 3.8% 30 1,388 3.5% 10.2 4 Metro/Super C/Loeb/Food Basics 3.7% 57 2,100 5.3% 7.1 5 Loblaws/No Frills/Fortinos/Zehrs/Maxi (ii) 3.0% 32 1,438 3.7% 7.4 6 Winners/HomeSense/Marshalls 2.8% 66 1,451 3.7% 7.1 7 Target Corporation 2.1% 25 2,076 5.3% 8.4 8 Shoppers Drug Mart (ii) 1.9% 51 554 1.4% 8.7 9 Cara/Prime Restaurants 1.9% 113 476 1.2% 7.2 10 Sobeys Inc. 1.8% 37 971 2.5% 8.1 28.9% 529 15,473 39.3% 8.7 * Weighted average remaining lease term based on gross annualized rental revenue (i) Canadian Tire Corporation includes Canadian Tire/PartSource/Mark s Work Wearhouse/Sport Mart/Sport Chek/Sports Experts/National Sports/Atmosphere. (ii) Loblaws has entered into an agreement to purchase Shoppers Drug Mart which is scheduled to close in the first quarter of 2014. Upon closing, Loblaws will be RioCan s largest tenant by gross revenue. US Portfolio As at December 31, 2013, the geographical diversification of RioCan s US property portfolio is as follows: West Virginia 2.8% New Hampshire 1.7% New Jersey 9.4% Maryland 1.7% Massachusetts 3.4% Connecticut 1.7% Virginia 2.8% Pennsylvania 22.0% Rhode Island 0.6% New York 1.6% Texas 52.3% 2.6% West Virginia 2.2% New Hampshire 6.7% New Jersey 1.8% Maryland 3.2% Massachusetts 2.2% Connecticut 2.6% Virginia 21.1% Pennsylvania 0.7% Rhode Island 2.5% New York 54.4% Texas NLA of the US portfolio at December 31, 2013 Annualized rental revenue of the US portfolio by State at December 31, 2013 The historical occupancy rate of the US portfolio for the most recent eight fiscal quarters is as follows: 100.0% 97.5% 97.8% 97.8% 98.1% 97.4% 97.3% 97.4% 96.8% 95.0% Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 24
Top Ten Tenants US Portfolio As at December 31, 2013, RioCan s ten largest tenants in the US, as measured by annualized gross rental revenue, have the following profile: Rank Tenant name Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 1 Giant Food Stores/Stop & Shop (Royal Ahold) 10.1% 22 1,113 11.3% 12.1 2 Best Buy 3.8% 11 359 3.6% 6.6 3 PetSmart 2.8% 13 281 2.8% 4.9 4 Walmart 2.6% 5 880 8.9% 15.0 5 Michael s 2.6% 14 291 2.9% 5.4 6 Ross Dress 2.0% 9 266 2.7% 5.2 7 Office Depot/Max 2.0% 11 215 2.2% 5.3 8 Bed Bath & Beyond 1.7% 9 237 2.4% 6.4 9 Lowes 1.5% 3 476 4.8% 13.8 10 Kohls 1.3% 4 338 3.4% 11.8 30.4% 101 4,456 45.0% 9.3 * Weighted average remaining lease term based on annualized gross rental revenue 25
2013 FINANCIAL HIGHLIGHTS (millions of dollars, except per unit amounts) Three months ended December 31, For the year ended December 31, 2013 2012 Increase/ (Decrease) 2013 2012 Increase/ (Decrease) Net earnings attributable to common and preferred unitholders $ 265 $ 468 (43%) $ 709 $ 1,344 (47%) Net earnings per Unit attributable to common Unitholders basic $ 0.86 $ 1.55 (45%) $ 2.30 $ 4.59 (50%) Operating FFO $ 124 $ 116 7% $ 492 $ 440 12% Operating FFO per Unit $ 0.41 $ 0.39 5% $ 1.63 $ 1.52 7% Net earnings attributable to unitholders Q4 2013 Consolidated net earnings attributable to common and preferred unitholders for the fourth quarter of 2013 was $265 million compared to $468 million for the same period in 2012, a decrease of $203 million. This decrease was primarily due to the following: lower fair value gains of $189 million. On a proportionate consolidation basis, fair value gains would be lower by $212 million; transaction gains are lower by $7 million largely due to a distribution resulting from the sale of a Toronto development property in the Whitecastle New Urban Fund (WCNUF I) in which RioCan has an interest, as well as the sale of certain marketable securities held as a portfolio investment; lower share of earnings on investments in equity accounted joint ventures of $26 million. On a proportionate consolidation basis, earnings from joint ventures would be favourable by $2 million; less lower transaction costs of $2 million, including a $4 million realized foreign currency gain on the disposition of certain US equity-accounted investments; increased operating income of $18 million due to the following: increased income as a result of acquisitions, net of dispositions, Canadian and US same property growth and the completion of greenfield developments. On a proportionate consolidation basis, operating income would be favourable by $9 million. Consolidated net fair value gains on investment property for the fourth quarter of 2013 were $136 million, as compared to $325 million for the same period in 2012. Capitalization rates for the portfolio for the fourth quarter of 2013 remained flat on average, as compared to the third quarter of 2013. Excluding the impact of fair value gains on investment properties, net earnings for the fourth quarter of 2013 were $130 million as compared to $147 million during the same period in 2012. 2013 Consolidated net earnings attributable to common and preferred unitholders for the year ended December 31, 2013 was $709 million compared to $1,344 million for the same period in 2012, a decrease of $635 million. This decrease was primarily due to: reduced fair value gains of $647 million. On a proportionate consolidation basis, fair value gains would be unfavourable by $670 million; reduced share of earnings of investments in equity accounted joint ventures of $37 million. On a proportionate consolidation basis, earnings from joint ventures would be unfavourable by $8 million; transaction gains are lower by $8 million largely due to a Q4 2012 distribution resulting from the sale of a Toronto development property in the WCNUF I in which RioCan has an interest as well as the sale of certain marketable securities held as a portfolio investment; increased fees and other income of $2 million largely due to overall increases in development activity with joint venture partners year over year; higher disposition related transaction costs of $3 million, including a $4 million realized foreign currency gain on the disposition of certain US equity-accounted investments; higher general and administrative costs of $5 million mainly due to higher unit-based compensation, a favourable sales tax recovery in 2012 that did not recur in the current period, and higher costs related to the US platform that was established during the year; 26
early debt redemption costs of $12 million in 2013 related to the repayment of RioCan s Series M senior unsecured debentures; partially offset by increased operating income of $53 million from rental properties as a result of acquisitions, net of dispositions, Canadian and US same property growth, the completion of greenfield developments and lower lease cancelation fees. Excluding the impact of the change in accounting treatment for certain US properties acquired in full, operating income would be favourable by $44 million; reduced share of earnings attributable to non-controlling interests of $11 million primarily resulting from the 2012 minority interest in its joint venture with Cedar for nine months prior to RioCan s buyout of Cedar s stake; and prior year impairment charges of $12 million related to RioCan s Cedar investment. Consolidated net fair value gains on investment property for the year ended December 31, 2013 were $221 million, as compared to $868 million for the same period in 2012. Capitalization rates for the portfolio for 2013 decreased by 10 basis points, on average, as compared to the year ended 2012. Excluding the impact of fair value gains on investment properties, net earnings for the year ended December 31, 2013 were $493 million as compared to $491 million during the same period in 2012. Operating FFO Q4 2013 Operating FFO at RioCan s interest for the fourth quarter of 2013 was $124 million or $0.41 per Unit compared to $116 million or $0.39 per Unit for the fourth quarter in 2012, representing an increase of $8 million or 7%. On a per Unit basis, Operating FFO increased by $0.02 per Unit or 5%. Please see the Results of Operations RioCan s Interest section of this MD&A. The $8 million increase in Operating FFO at RioCan s interest for the fourth quarter of 2013 as compared to the same period in 2012 is primarily due to the following: an increase in NOI from rental properties of $10 million, which includes the impact of the following items: increases in rental income as a result of acquisitions, net of dispositions, same store growth of 2.7% for Canada and 1.7% for the US portfolio and the completion of greenfield developments; partially offset by higher general and administrative costs of $1 million primarily due to a favourable GST tax recovery in 2012. 2013 Operating FFO at RioCan s interest for the year ended December 31, 2013 was $ 492 million ($ 1.63 per Unit) compared to $440 million ($1.52 per Unit) for the same period in 2012, an increase of $52 million or 12%. On a per Unit basis, Operating FFO increased by $0.11 per Unit or 7%. Please see the Results of Operations at RioCan s Interest section of this MD&A. The $52 million increase in Operating FFO at RioCan s interest for the year ended December 31, 2013 as compared to the same period in 2012 is primarily due to: an increase in NOI from rental properties of $54 million which includes the impact of the following items: increases in rental income as a result of acquisitions, net of dispositions, same store growth of 1.7% for Canada and 1.2% for the US portfolio and the completion of greenfield developments; partly offset by lower lease cancelation fees; $3 million of increased other revenue due to higher fees as a result of increased development activity with joint venture partners; partially offset by higher general and administrative costs of $5 million mainly due to higher unit-based compensation, a favourable sales tax recovery in 2012, and higher costs related to the US platform. 2013 OPERATING HIGHLIGHTS Q4 2013 RioCan has remained focused on its core portfolio and continues to execute its growth strategy through acquisitions and development, along with organic growth. In addition, RioCan is selectively paring its portfolio in order to increase its focus on major urban markets. Occupancy Committed occupancy of 96.9% at December 31, 2013, compared to 97.0% at September 30, 2013 and 97.4% at December 31, 2012. Economic occupancy (occupied NLA for which tenants are paying rent) of 95.8% at December 31, 2013, compared to 95.5% at September 30, 2013 and 95.9% at December 31, 2012. The annualized rental impact once these tenants take occupancy and commence paying rent is approximately $14 million. 27
Leasing Rental rate increases on lease renewals continue to be positive, which is expected to contribute to future rental revenue growth. Operationally, RioCan continues to experience strong demand for space by tenants, especially in the major urban markets. RioCan s concentration in Canada s six major markets decreased to 71.7% at December 31, 2013 from 72.2% at September 30, 2013, primarily due to the sale of Quartier DIX30 in Quebec. RioCan s concentration in Canada s six major markets has increased from 67.5% at December 31, 2012 to 71.7% at December 31, 2013. During the quarter, RioCan renewed 1,408,000 square feet in the Canadian portfolio at an average rent increase of $1.37 per square foot, representing an increase of 8.8% and a renewal retention rate of 97.0%. Acquisitions and Dispositions Completed During the Quarter Acquisition and development activity during the fourth quarter led to an overall increase in owned NLA of 32,665 square feet to 49.2 million square feet, as compared to September 30, 2013. Compared to December 31, 2012, NLA has decreased by 249,547 square feet or 0.5%. The following is a summary of acquisitions and dispositions during the quarter, which includes the impact of the Trust s US RPAI and Dunhill joint venture dissolutions (see section Asset Profile for further details on the Trust s US platform): Acquired interests in 16 income properties totaling $274 million and 1.3 million of additional NLA. Includes two properties in Canada and 14 properties in the US for $60 million and US$207 million, respectively. Weighted average capitalization rate of acquisitions during the quarter was 6.5%. No acquisitions of development properties during the quarter. Dispositions of 10 income properties totaling NLA of approximately 1.3 million square feet. Includes five properties in Canada and five properties in the US for proceeds totaling $226 million (weighted average capitalization rate of 5.5%) and US$103 million (weighted average capitalization rate of 6.8%), respectively. US Platform Activity During the fourth quarter of 2013, RioCan successfully completed the dissolution of its joint venture arrangements with its Texas partners, RPAI, Dunhill and Sterling. As announced on October 10, 2013, RioCan has also completed the establishment of its own management platform in Dallas, Texas which is now fully staffed and operational to manage its Texas portfolio. There is one remaining property (Montgomery Plaza) which is held together with, and managed by, Kimco. In total, RioCan acquired its partners interests in 14 properties from RPAI and Dunhill at an aggregate purchase price of US$180 million at a weighted average capitalization rate of 6.7%. Separately, RioCan acquired the remaining 31.7% interest in Las Palmas Marketplace from Kimco. RioCan also dissolved its joint venture arrangement with Sterling by purchasing Sterling s managing interest in two properties in Texas, for a total purchase price of US$6 million. 2013 Acquisitions and Dispositions Completed During the Year Acquired interests in 32 income properties and four development properties totalling $849 million and $56 million, respectively. These acquisitions resulted in an additional 3.0 million of NLA. Dispositions of 18 income properties (including RPAI dissolution) totaling NLA of approximately 3.3 million square feet. Includes 13 properties in Canada and five properties in the US for proceeds totaling $616 million (weighted average capitalization rate of 5.9%) and US$103 million (weighted average capitalization rate of 6.8%), respectively. US Platform Activity Included in the above acquisitions are six properties related to the dissolution of the Trust s joint venture agreement with Dunhill, for a total purchase price of US$83 million, and eight properties related to the dissolution of the Trust s joint venture agreement with RPAI, for a total purchase price US$97 million. Management duties for the 21 properties previously held by the Trust in the Cedar joint venture were assumed by the Trust on February 1, 2013. On February 7, 2013, RioCan sold its 9.4 million shares of Cedar for proceeds of US$48 million. Acquisitions and Dispositions Completed Subsequent to December 31, 2013 Acquired a remaining 40% interest one income property for $11 million (capitalization rate of 5.5%), together with mortgage financing of $8 million bearing Banker s Acceptance plus 1.85%, maturing in September 2015. Acquired one development property in Canada at for an expected purchase price of $58 million upon completion of development by the vendor. Sold two income properties with aggregate proceeds of $48 million. 28
Acquisitions and Dispositions Under Contract Firm One income property in the US that would represent an acquisition of US$9 million, equating to a capitalization rate of 8.0%. This transaction is expected to close during the first quarter of 2014. Two development properties in Canada that would represent acquisitions totaling $20 million. These transactions are expected to close in the second quarter of 2014. One income property disposition that would represent proceeds of $5 million. Conditional One income property in Canada that would represent an acquisition of $3 million. Development property acquisitions in Canada that would represent acquisitions totaling $10 million. The above transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given. RioCan is also in the process of marketing for sale three land parcels with a total fair value as at December 31, 2013 calculated in accordance with IFRS of approximately $7 million. RioCan is currently in discussions with Trinity to acquire their 25% interest in each of Stockyards, Toronto and McCall Landing, Calgary, as well as Trinity s 10% interest in East Hills, Calgary. If completed, these transactions are targeted to close during Q1 2014. It is also the Trust s intention, pending certain approvals, to take over as development manager for each of these development sites over the remainder of 2014. CAPITAL MANAGEMENT RioCan ended the year with a cash position of $39 million with available undrawn operating facilities of $426 million. Net of cash, the Trust s debt to total assets (at RioCan s interest) at December 31, 2013 is 44.0% (December 31, 2012 43.6%). Debt Financing Debentures On February 27, 2013, the Trust issued $250 million of Series S senior unsecured debentures, which mature on March 5, 2018 and carry a coupon rate of 2.87%. On April 18, 2013, the Trust issued $200 million of Series T senior unsecured debentures, which mature on April 18, 2023 and carry a coupon rate of 3.725%. The net proceeds were mainly used to redeem the Trust s $150 million of Series M senior unsecured debentures, with an original maturity date of March 31, 2015 and carrying a coupon rate of 5.65%. The total redemption price, including accrued interest, was $162 million. On January 23, 2014, the Trust issued $150 million of Series U senior unsecured debentures, which mature on June 1, 2020 and carry a coupon rate of 3.62%. Secured Operating Lines As of the date hereof, RioCan negotiated the terms of three of its operating lines and added a fourth operating line as follows: Operating Line as of Sept. 30, 2013 (millions) Spread* Maturity Operating Line as of Feb. 12, 2014 (millions) Revised Spread* Revised Maturity $125 BA s/libor +150 bps $200 BA s/libor +150 bps $100 BA s/libor +150 bps Dec. 2013 $185 BA s/libor +125 bps Nov. 2014 $250 BA s/libor +125 bps June 2014 $130 BA s/libor +125 bps $0 $75 BA s/libor +125 bps Total $425 Total $640 Dec. 2016 Nov. 2016 June 2017 June 2017 * Lines are available in Canadian or US Dollars. Canadian draws are priced off of BA s and US draws are priced off of LIBOR. 29
The increased amounts, reduced costs and the extended maturity dates for RioCan s lines will provide an efficient and flexible source of liquidity for the Trust. As at December 31, 2013, the Trust s debt strategy has resulted in approximately 18.7% of its income properties being unencumbered by debt on a NLA basis, providing RioCan with access to a pool of assets for obtaining additional secured debt. The fair value of the unencumbered income property assets as of December 31, 2013 is estimated at approximately $1.8 billion, comprising 86 properties, or 14.5% of the fair value of the Trust s income properties as compared to 81 properties with a fair value of $1.4 billion as at December 31, 2012. In addition to the unencumbered income property assets, the Trust has 17 unencumbered properties under development with a fair value of $261 million as at December 31, 2013, bringing the total fair value of unencumbered assets to approximately $2.1 billion. Equity Capital On July 25, 2013, the TSX approved the RioCan s notice of intention to make an NCIB commencing August 3, 2013, pursuant to which RioCan purchased for cancellation 917,700 common trust Units during the third quarter at an aggregate cost of $22.1 million, representing an average price per Unit of $24.03. RioCan s DRIP ratio is defined as the ratio of Units which elect to participate in the DRIP. The Trust raised additional capital of $28 million and reported a DRIP ratio of 25.6% for the quarter. For the year ended December 31, 2013, RioCan raised additional capital of $110 million and reported a DRIP ratio of 25.8% (2012-26.9%). OUTLOOK & STRATEGY RioCan s strong operating performance and access to capital coupled with its measured US initiative has facilitated its continued growth and positioning as a leading North American REIT with a retail focus. RioCan s prudent management of its balance sheet has provided it with the ability to take advantage of the growth that accompanies a recovering economic environment through same store rental income growth, acquisitions, greenfield development, redevelopments and asset intensification. RioCan conducts these activities either on its own or through strategic joint venture relationships. RioCan will continue to seek acquisitions in selected markets, with a focus on properties that meet the Trust s investment criteria in both Canada and the US. RioCan will also seek selected dispositions of properties in order to recycle capital into high growth major markets. The Trust will continue to pursue a disciplined approach to the development of new properties in Canada with a focus on major urban markets. The current economy remains stable and while the outlook for the economy remains cautious due to the slower than expected economic recovery in both the US and Canada, management believes that RioCan is well positioned with a strong balance sheet, liquidity and large operational platform, providing the ability to take advantage of opportunities as they arise. The acquisition market is very competitive while RioCan continues to have strong access to capital. Demand from tenants is steady and continues to put upward pressure on rental rates, particularly in major markets. The expansion of US and international retailers into Canada and the repositioning of Canadian retailers in reaction to added competition is creating demand for space. Retailers are, however, moving into the Canadian market cautiously and are very selective in their location decisions. The recent volatility in interest rates and equity values has created uncertainty in the debt and equity markets. RioCan will continue to monitor both the economy and real estate markets with a view to ensuring it has adequate access to capital, either by way of equity, debt, or selected asset dispositions to meet its business requirements and maximize opportunities that may become available to it. In addition to growth generated by acquisitions, RioCan s growth is expected to continue to come from organic growth from within the portfolio, asset intensification and development in Canada. RioCan is committed to remaining focused on its portfolio in order to preserve high occupancy levels through the active management and leasing in order to maintain a stable stream of cash flows from long term assets which increase in value. The focus on active management led to RioCan s decision to establish its own management platform in the US. Overall, RioCan believes that it is well positioned in the marketplace, due to the depth of its management team, its size, as well as its diversified and stable portfolio, significant development pipeline, solid tenant base, flexible capital structure, and conservative borrowing practices. For the remainder of 2014: Canada Fundamentals in retail real estate in Canada are expected to remain steady. The Canadian market benefits from concentrated retail tenants who generally are financially strong, and a low level of development activity that is unlikely to support a supply imbalance. These factors should support a market in which RioCan can maintain pricing power as a greater number of tenants compete for prime locations. The Trust will continue to review its portfolio with a view towards selective dispositions of properties where appropriate as a further means of raising and re-cycling capital. One of the objectives of the Trust is to increase its weighting in the six major markets in Canada. The Trust evaluates the sale of selected assets as part of a process of actively managing its portfolio and a means of increasing the portfolio weighting to the six major markets in Canada, which was 71.7% of revenue as at December 31, 2013. 30
The Trust expects to realize organic growth from within the portfolio by way of contractual rental increases in existing leases, additional rental income that can be achieved from positive rental spreads on lease renewals and the potential for positive absorption in occupancy. Retail consolidation of Loblaws and Shoppers Drug Mart is not expected to have a significant impact on RioCan s business operations in the short and medium term. The trend of selected US retailers entering the Canadian market is expected to improve retail fundamentals and drive rent appreciation as they compete for space in desirable locations. US RioCan has established a management operating platform in the US operating out of offices in Mount Laurel, New Jersey and Dallas, Texas to manage the Trust s assets that were previously managed by RioCan s partners. RioCan s operating platform in the US is expected to provide a basis for RioCan to expand its reach in the US and provide the ability to realize additional economies of scale as the portfolio grows. Macro Economic and Market Trends The Trust is closely monitoring the impact of the weakening Canadian dollar relative to the US dollar on its business. In the near term we do not expect any significant impact other than the translation impact on US earnings and its net US dollar denominated assets. Interest expense savings derived from refinancing at current market interest rates are anticipated to continue due to the low interest rate environment, which is expected to remain in 2014, although these opportunities have been reduced somewhat by the recent volatility in interest rates. The Trust will continue to monitor the impact of online retail sales. RioCan believes that consumer trends will be towards greater sales in enclosed malls and shopping centers. As well, it is anticipated that there will be a higher proportion of sales generated from services versus products. Further, it is expected that existing retail models will be adapted to integrated sales depots for online sales. RioCan is well positioned for these trends based upon the depth and breadth of its portfolio, especially in urban markets. Grocery stores have been typically resilient against online sales and due to RioCan s strong portfolio of grocery anchored centres, the impacts are less severe. Development Program Developments completed during 2013 along with future developments, are expected to contribute to operating FFO growth. Strong fundamentals arising from growth in certain cities with strong economic and population growth (Greater Toronto Area and Calgary) and new retailers entering Canada will allow RioCan to increase its development activities. RioCan s joint venture with Tanger for the development of outlet shopping centres in Canada and RioCan s urban focused joint venture with Allied further expand the potential development and intensification opportunities available across multiple retail formats. Going forward, substantial activity and growth will be seen through a variety of formats in development and redevelopment of existing properties. Overall development spending, at RioCan s interest, in the next five to seven years will range from $100 to $200 million per year. RioCan s development pipeline is expected to add approximately 10.5 million square feet (4.9 million square feet at RioCan s interest) of space upon completion over the next six years, with the majority of yields ranging from 7% to 11%. RioCan is committed to property development and redevelopment opportunities and is focused on completing the development pipeline currently underway. Development activity is primarily concentrated in the six high growth markets in Canada and serves as an important component of RioCan s organic growth strategy. The markets of Toronto and Calgary have been a principal focus for development and intensification efforts where strong economic and population growth have afforded RioCan the opportunity to increase its development activity. In addition to RioCan s development program, the Trust contributes to portfolio growth through the intensification of existing properties where RioCan has identified strategic opportunities to increase density or add to an existing asset. This intensification of existing properties contributes to NOI growth in an efficient manner, leveraging the existing asset base. The Trust has potential development opportunities on existing sites with excess density and/or expansion capability. Based upon market and population trends, RioCan will evaluate such opportunities. Acquisitions RioCan has noted that there is currently greater competition for acquisitions as more investors have returned to the market. Despite an increasingly competitive acquisition market, good leveraged returns and an accretive environment for building RioCan s portfolio continue to exist as interest rates have remained at relatively low levels. Management will continue to maintain a disciplined approach to evaluating acquisition opportunities, while perhaps not at the same pace as the previous three years. Management believes that RioCan will be able to take advantage of its strong balance sheet and reputation as a reliable buyer to acquire real estate in both the Canadian and US markets notwithstanding the increased competition for potential investment opportunities. At the present time, the opportunities are more likely to arise in the US market. The Trust has selected two geographic areas of focus for acquisitions the northeastern US and the four major urban markets in Texas (Dallas-Fort Worth, Houston, Austin and San Antonio), which offer a complementary mix of tenants to RioCan s Canadian portfolio of largely nationally branded tenants. 31
RioCan will continue its focus on the enclosed mall and urban retail segment, particularly in major markets, as a means of leveraging its retail tenant base across Canada. There are additional opportunities for organic growth within the acquired shopping centres, which RioCan believes it can realize with its deep infrastructure and management strength. The acquisitions that have been completed during the past year, net of the impact of its dispositions program, will contribute to RioCan s Operating FFO growth. Going forward, in the near term, RioCan anticipates slowing its pace of acquisitions. Joint Venture Relationships The Trust will continue to capitalize on the strength of its joint venture relationships in Canada to acquire property, enhance RioCan s development projects, and generate additional income for its unitholders pursuant to arrangements where RioCan earns fees for its services. RioCan s important strategic partnerships are with KingSett, Allied, Tanger, Trinity, Kimco, Allied/Diamond and CPPIB. Capital Management Strategy RioCan s capital management framework limits the Trust s maximum indebtedness to 60% of Aggregate Assets as defined by the Declaration. RioCan remains focused on preserving a strong balance sheet and continuing to maintain substantial liquidity. Based on the fair market value of its portfolio, its consolidated leverage ratio of 43.9% of Aggregate Assets is currently substantially lower than the specified limit of 60%. Furthermore, RioCan believes it has sufficient unencumbered assets ($2.1 billion as of December 31, 2013) and assets with low loan-to-value ratios that can be financed and/or refinanced to generate capital to meet its capital requirements and grow its asset base. RioCan s ability to access such financing is dependent on the availability of debt in the market. RioCan has developed other metrics regarding debt and leverage that are tracked and disclosed on a quarterly basis to help facilitate financial statement users and stakeholders understanding of RioCan s leverage and its ability to service such leverage. These metrics include net debt to adjusted EBITDA ratio, debt service coverage ratio, interest coverage ratio, fixed charge coverage ratio and unencumbered assets to unsecured debt which are outlined in the Capital Strategy and Resources section of this MD&A. While having relatively low debt leverage exposure is important, the quality of the rental revenue available to service the Trust s debt and pay distributions to unitholders is equally important. The Trust strives to reduce its exposure to rental revenue risk in the shopping centre portfolio through geographical diversification, staggered lease maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single tenant by ensuring no individual tenant contributes a significant percentage of its gross revenue and ensuring a considerable portion of its rental revenue is earned from national and anchor tenants. In addition, RioCan staggers its debt maturities to reduce its exposure to potential volatility in availability of debt and interest rate movements. RioCan is able to access multiple sources of capital including, but not limited to, secured and unsecured debt, preferred units and Units, to provide the Trust with greater flexibility in raising capital and to manage its overall cost of capital. CORPORATE RESPONSIBILITY Corporate responsibility continues to be an area of focus for RioCan as it endeavours to maintain its role as one of Canada s corporate leaders. RioCan s corporate responsibility philosophy is based on three cornerstones: Environmental Responsibility, Corporate Philanthropy, and Responsibility to Employees. Environmental Responsibility RioCan continuously makes efficiency improvements in its property portfolio and works with its tenants to facilitate their energy conservation needs, which contribute to lowered emissions and reduced energy use. In addition, development projects are viewed through the lens of sustainable building with these factors being incorporated wherever possible. RioCan has worked with tenants as they customize their space to include geothermal heating and cooling, waste water collection and lower carbon footprint initiatives. RioCan has also taken specific initiatives at its properties to reduce waste, such as the installation of recycling receptacles to reduce the amount of waste generated at RioCan properties across Canada. At its head office location, the RioCan Yonge Eglinton Centre, RioCan has taken a number of initiatives since acquiring the property to improve the efficiency and environmental footprint of the building. The property was BOMA BESt certified in 2009, and RioCan continues to upgrade the property s efficiency. At its own offices, RioCan has undertaken a number of initiatives to reduce paper usage. RioCan has expanded its water and waste management strategies into the enclosed mall properties that it acquired in 2013, namely Oakville Place and Burlington Mall. Through RioCan s aggressive recycling and waste management programs it have been able to achieve a waste diversion rate in 2013 of approximately 93% at RioCan Yonge Eglinton Centre (as compared to 94% in 2012), 56% at RioCan Sheppard Centre (as compared to 64%) and 57% at Georgian Mall (as compared to 64% in 2012). At its newly acquired enclosed mall properties in 2013, RioCan achieved a waste diversion rate of 84% at Oakville Place and 66% at Burlington Mall. RioCan also strives to make each of its shopping centres a safe and integral part of its local community. Adequate lighting in parking lots, a clean environment and attentive staff all assist in providing a safe shopping environment in RioCan s centres. RioCan has installed automated external defibrillators (AEDs) in many of RioCan s enclosed shopping centres to provide emergency care in the event of a heart attack. An AED is a device that can monitor heart rhythms, and if necessary deliver an electric shock to restore heart rhythm and potentially save lives. 32
Corporate Philanthropy Corporate Philanthropy is a key facet of RioCan s profile as a good corporate citizen and one that RioCan has always viewed as a priority. RioCan regularly sponsors a number of charitable organizations with a focus towards children s and medical charities. RioCan views its participation in the community where it does business to be of great importance, whether it is through direct financial contributions, the donation of space for use by charitable organizations, or through the donation of the time taken by its employees through volunteerism across Canada. RioCan recognizes the importance of its dedication to the development of communities through civic involvement and the funding of vital programs. RioCan believes that support in fundraising efforts returns long-lasting benefits to society, its employees, and the Trust. In 2013, RioCan was a proud supporter of several non-profit organizations including the United Way, the Heart & Stroke Foundation, the Baycrest Foundation, the University Health Network, the Hospital for Sick Children, and Mount Sinai Hospital. Responsibility to Employees RioCan strives to provide its employees with a safe work environment, free from discrimination and harassment. RioCan has a number of employee-focused initiatives that are designed to improve workplace satisfaction. These initiatives include development and education programs. RioCan also has a comprehensive Code of Conduct for all employees, which includes protections against harassment and discrimination and provides guidelines for employee conduct including anti-bribery and fair dealing with RioCan s stakeholders. Furthermore RioCan provides a Whistleblower hotline to provide employees with the ability to anonymously report violations of RioCan s Code of Conduct. OCCUPANCY RioCan s committed occupancy decreased to 96.9% as compared to 97.0% as at September 30, 2013 and 97.4% at December 31, 2012. The current quarter decrease in committed occupancy over last quarter was primarily due to the expiry of an earnout provision with the vendor of Alamo Ranch in San Antonio, Texas in October 2013 and the subsequent assumption of 40,000 square feet of vacant space by RioCan at zero cost. Included in this occupancy rate is 542,000 square feet of NLA that has been leased but is not yet generating rent, resulting in an economic occupancy rate of 95.8%, which represents the occupied NLA for which tenants are paying rent. The annualized rental impact once these tenants take occupancy and commence paying rent is approximately $14 million. During the quarter, RioCan renewed 1,408,000 square feet in the Canadian portfolio at an average rent increase of $1.37 per square foot, representing an increase of 8.8% and a renewal retention rate of 97.0%. Various operating and leasing metrics over the last eight quarters are as follows: 2013 2012 (thousands of square feet, millions of dollars) Fourth quarter Third quarter Second quarter First quarter Fourth quarter Third quarter Second quarter First quarter Committed occupancy 96.9% 97.0% 96.7% 97.0% 97.4% 97.3% 97.4% 96.9% Economic occupancy 95.8% 95.5% 95.4% 95.8% 95.9% 95.5% 95.5% 95.7% NLA leased but not paying rent 542 716 642 615 711 855 871 542 Annualized rental impact $ 14.0 $ 17.0 $ 15.0 $ 15.0 $ 15.0 $ 18.0 $ 18.0 $ 12.0 Retention rate Canada (i) 97.0% 91.1% 95.9% 68.3% 94.3% 84.8% 89.9% 91.2% % increase in average net rent per sq ft Canada 8.8% 11.2% 12.0% 13.4% 18.4% 12.9% 13.4% 10.0% Retention rate US 98.2% 98.4% 92.0% 98.8% 87.6% 96.3% 84.2% 83.1% % increase in average net rent per sq ft US 4.8% 3.8% 4.3% 2.3% 5.1% 6.0% 7.3% 7.2% Average in place rent $ 16.08 $ 16.07 $ 15.77 $ 15.77 $ 15.70 $ 15.85 $ 15.33 $ 15.37 Same store growth (ii) Canada 2.7% 2.2% 0.6% 0.1% 0.2% 0.0% 1.5% 1.5% Same store growth (ii) US 1.7% 0.9% 1.4% 1.4% 1.9% (0.3%) 1.3% (0.6%) (i) The first quarter of 2013 includes impact of the vacancy of Zellers totalling 188,000 sq ft at 100% (100,500 sq ft at RioCan s interest) during the quarter. The first quarter of 2013 retention rate excluding Zellers was 81.1%. To date, RioCan has released 56% of the Zellers space (at RioCan s interest). One of the remaining vacant Zellers sites is located in a centre that was sold in Q1 2014. (ii) Refers to the growth in same store on a year over year basis RioCan has consistently maintained high occupancy rates of between 96.7% and 97.4% over the most recent eight fiscal quarters. For the quarter ended December 31, 2013, the retention rate in Canada or the percentage of tenants who have renewed their leases during the period increased to 97.0% from the quarter ended September 30, 2013 (91.1%) and December 31, 2012 (94.3%). 33
The historical portfolio occupancy rate broken down by property type is as follows: 2013 2012 (in percentages) Fourth quarter Third quarter Second quarter First quarter Fourth quarter Third quarter Second quarter First quarter Canada New format retail 98.6 98.5 98.4 98.5 98.7 99.0 98.8 98.4 Grocery anchored centre 98.0 97.9 96.9 97.1 97.0 97.6 97.0 96.6 Enclosed shopping centre 90.2 90.9 90.4 91.2 92.3 91.1 92.2 92.1 Non-grocery anchored centre 97.4 97.3 97.5 97.5 97.4 97.8 98.4 94.0 Urban retail 98.9 98.6 98.8 98.1 99.4 98.5 98.4 99.2 Office 97.3 97.3 97.8 98.1 97.7 98.0 97.9 97.3 Total Canada 96.9 96.9 96.6 97.0 97.2 97.2 97.3 96.7 US New format retail 96.4 97.2 97.1 97.3 98.2 98.2 98.1 97.8 Grocery anchored centre 98.0 98.1 98.0 98.1 98.3 97.8 97.7 97.7 Non-grocery anchored centre 93.9 93.6 94.3 91.8 93.1 93.7 93.7 94.8 Office (i) 79.7 79.7 80.0 Total US 96.8 97.4 97.3 97.4 98.1 97.8 97.8 97.5 Total Portfolio 96.9 97.0 96.7 97.0 97.4 97.3 97.4 96.9 (i) Represents sale of Franklin Village as part of Cedar transaction in the fourth quarter of 2012. Economic Occupancy At December 31, 2013, RioCan s committed occupancy rate of the total portfolio is 96.9% which includes 542,000 square feet of NLA that has been leased but is not yet paying rent, resulting in an economic occupancy rate of 95.8%. A rent commencement timeline for the NLA which has been leased but is not currently open is as follows: (in thousands, except percentage amounts) Total Q1 2014 Q2 2014 Q3 2014 Q4 2014 Square feet: NLA commencing 542 192 137 130 83 Cumulative NLA commencing 542 192 329 459 542 % of NLA commencing 35% 25% 24% 15% Cumulative % total 35% 61% 85% 100% Average net rent: Monthly rent commencing $ 1,167 $ 470 $ 293 $ 277 $ 127 Cumulative monthly rent commencing $ 1,167 $ 470 $ 763 $ 1,040 $ 1,167 % of rent for NLA commencing 40% 25% 24% 11% Cumulative % total rent commencing 40% 65% 89% 100% Small Store Occupancy At December 31, 2013, RioCan s small store committed occupancy rate for the total portfolio is 92.3%. RioCan defines small stores as shops with less than 10,000 square feet of NLA. The following table is a breakdown of total portfolio committed occupancy by geography and by small stores: Canada US Total Portfolio Majors (> 10,000 sf): 98.8% 99.7% 99.0% Small Store (<9,999 sf) 93.1% 88.2% 92.3% Total 96.9% 96.8% 96.9% 34
Leasing Activity RioCan s portfolio leasing activity during the three months and year ended December 31, 2013 are as follows: (in thousands, except per sqft amounts) Three months ended December 31, 2013 Square feet Average net rent per sqft (i) Three months ended December 31, 2012 Square feet Average net rent per sqft (i) Canada New leasing 375 $ 17.99 507 $ 15.30 Renewals 1,408 $ 16.88 586 $ 21.37 US New leasing 4 $ 19.76 26 $ 22.40 Renewals 191 $ 12.06 29 $ 24.84 (i) Net rent is primarily contractual basic rent pursuant to tenant leases. (in thousands, except per square foot amounts) Year ended December 31, 2013 Square feet Average net rent per sqft (i) Year ended December 31, 2012 Square feet Average net rent per sqft (i) Canada New leasing 1,499 $ 18.97 1,722 $ 15.95 Renewals 3,880 $ 18.22 3,481 $ 18.78 US New leasing 87 $ 21.96 182 $ 18.48 Renewals 633 $ 12.96 361 $ 17.32 (i) Net rent is primarily contractual basic rent pursuant to tenant leases. Renewal Leasing A summary of RioCan s 2013 and 2012 renewal leasing is as follows: Renewal Leasing (in thousands, except per sqft amounts) 2013 Full year 2013 Fourth quarter 2013 Third quarter 2013 Second quarter 2013 First quarter 2012 Full year Square feet renewed: Canada 3,880 1,408 708 956 808 3,481 US 633 191 234 110 98 361 Average net rent per square foot: Canada $ 18.22 16.88 $ 20.66 $ 19.98 $ 16.34 $ 18.78 US $ 12.96 12.06 $ 11.72 $ 14.48 $ 15.99 $ 17.32 Increase in average net rent per square foot: Canada $ 1.80 1.37 $ 2.08 $ 2.14 $ 1.93 $ 2.19 US $ 0.49 0.55 $ 0.43 $ 0.60 $ 0.36 $ 1.11 Percentage increase in average net rent per square foot: Canada 11.0% 8.8% 11.2% 12.0% 13.4% 13.2% US 3.9% 4.8% 3.8% 4.3% 2.3% 6.8% Retention rate: Canada 88.0% 97.0% 91.1% 95.9% 68.3% 89.7% US 97.1% 98.2% 98.4% 92.0% 98.8% 85.9% (i) The first quarter of 2013 includes impact of the vacancy of Zellers totalling 188,000 sq ft at 100% (100,500 sq ft at RioCan s interest) during the quarter. The first quarter of 2013 retention rate excluding Zellers was 81.1%. To date, RioCan has released 56% of the Zellers space (at RioCan s interest). One of the remaining vacant Zellers sites is located in a centre that was sold in Q1 2014. 35
Including anchor tenants, the components of renewal activity for the three months and year ended December 31, 2013 by country is as follows: For the three months ended December 31, 2013 For the year ended December 31, 2013 (in thousands, except per sqft amounts) Canada US Canada US Renewals at market rental rates: Square feet renewed 801 67 2,218 270 Average net rent per sqft $ 19.90 $ 12.91 $ 21.70 $ 15.84 Increase in average net rent per sqft $ 2.03 $ 0.87 $ 2.62 $ 0.66 Percentage increase in average net rent per sqft 11.4% 7.3% 13.7% 4.3% Renewals at fixed rental rate options: Square feet renewed 607 124 1,662 363 Average net rent per sqft $ 12.89 $ 11.61 $ 13.58 $ 10.83 Increase in average net rent per sqft $ 0.50 $ 0.38 $ 0.71 $ 0.36 Percentage increase in average net rent per sqft 4.0% 3.4% 5.5% 3.4% Total: Square feet renewed 1,408 191 3,880 633 Average net rent per sqft $ 16.88 $ 12.06 $ 18.22 $ 12.96 Increase in average net rent per sqft $ 1.37 $ 0.55 $ 1.80 $ 0.49 Percentage increase in average net rent per sqft 8.8% 4.8% 11.0% 3.9% Including anchor tenants, the components of renewal activity for the Canadian portfolio for the three months ended December 31, 2013 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Nongrocery anchored centre Urban retail Renewals at market rental rates: Square feet renewed 801 332 172 177 22 90 8 Average net rent per sqft $ 19.90 $20.00 $ 20.80 $ 20.86 $ 17.94 $ 16.12 $ 23.54 Increase in average net rent per sqft $ 2.03 $ 1.88 $ 2.18 $ 2.23 $ 3.15 $ 1.27 $ 6.15 Renewals at fixed rental rate options: Square feet renewed 607 291 202 91 21 2 Average net rent per sqft $ 12.89 $14.85 $ 9.05 $ 13.78 $ 18.03 $ $ 19.00 Increase in average net rent per sqft $ 0.50 $ 0.74 $ 0.16 $ 0.52 $ 0.35 $ $ 1.00 Total: Square feet renewed 1,408 623 374 268 43 90 10 Average net rent per sqft $ 16.88 $17.59 $ 14.47 $ 18.46 $ 17.98 $ 16.12 $ 22.69 Increase in average net rent per sqft $ 1.37 $ 1.34 $ 1.09 $ 1.65 $ 1.79 $ 1.27 $ 5.18 Percentage increase in average net rent per sqft 8.8% 8.2% 8.1% 9.8% 11.1% 8.6% 29.6% Office 36
Including anchor tenants, the components of renewal activity for the US portfolio for the three months ended December 31, 2013 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Nongrocery anchored centre Urban retail Renewals at market rental rates (US dollars): Square feet renewed 67 50 11 6 Average net rent per sqft $ 12.91 $ 9.07 $ 28.32 $ $ 17.60 $ $ Increase in average net rent per sqft $ 0.87 $ 0.55 $ 2.00 $ $ 1.60 $ $ Renewals at fixed rental rate options (US dollars): Square feet renewed 124 84 40 Average net rent per sqft $ 11.61 $12.37 $ $ $ 10.00 $ $ Increase in average net rent per sqft $ 0.38 $ 0.32 $ $ $ 0.50 $ $ Total: Square feet renewed 191 134 11 46 Average net rent per sqft $ 12.06 $11.14 $ 28.32 $ $ 10.97 $ $ Increase in average net rent per sqft $ 0.55 $ 0.40 $ 2.00 $ $ 0.64 $ $ Percentage increase in average net rent per sqft 4.8% 3.7% 7.6% 6.2% Including anchor tenants, the components of renewal activity for the Canadian portfolio for the year ended December 31, 2013 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Renewals at market rental rates: Square feet renewed 2,218 915 427 511 110 242 13 Average net rent per sqft $ 21.70 $21.79 $ 22.54 $ 22.78 $ 18.29 $ 18.97 $ 24.88 Increase in average net rent per sqft $ 2.62 $ 2.34 $ 3.01 $ 2.88 $ 2.53 $ 2.36 $ 5.34 Renewals at fixed rental rate options: Square feet renewed 1,662 680 425 502 30 23 2 Average net rent per sqft $ 13.58 $17.48 $ 10.83 $ 10.76 $ 17.29 $ 5.82 $ 19.00 Increase in average net rent per sqft $ 0.71 $ 0.99 $ 0.56 $ 0.50 $ 0.49 $ 0.13 $ 1.00 Total: Square feet renewed 3,880 1,595 852 1,013 140 265 15 Average net rent per sqft $ 18.22 $19.95 $ 16.70 $ 16.82 $ 18.08 $ 17.83 $ 24.17 Increase in average net rent per sqft $ 1.80 $ 1.77 $ 1.79 $ 1.70 $ 2.10 $ 2.17 $ 4.81 Percentage increase in average net rent per sqft 11.0% 9.7% 12.0% 11.2% 13.1% 13.9% 24.8% Office Office 37
Including anchor tenants, the components of renewal activity for the US portfolio for the year ended December 31, 2013 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Renewals at market rental rates (US dollars): Square feet renewed 270 227 37 6 Average net rent per sqft $ 15.84 $14.53 $ 23.56 $ $ 17.60 $ $ Increase in average net rent per sqft $ 0.66 $ 0.55 $ 1.19 $ $ 1.60 $ $ Renewals at fixed rental rate options (US dollars): Square feet renewed 363 316 2 45 Average net rent per sqft $ 10.83 $10.64 $ 24.19 $ $ 11.72 $ $ Increase in average net rent per sqft $ 0.36 $ 0.36 $ 1.05 $ $ 0.33 $ $ Total: Square feet renewed 633 543 39 51 Average net rent per sqft $ 12.96 $12.26 $ 23.59 $ $ 12.40 $ $ Increase in average net rent per sqft $ 0.49 $ 0.44 $ 1.18 $ $ 0.47 $ $ Percentage increase in average net rent per sqft 3.9% 3.7% 5.3% 3.9% Tenant Vacancies and Recent Events RioCan strives to diversify its tenant base by location, by property type, by anchor type and by minimizing the degree of reliance on any single tenant. In the regular course of business, RioCan will, however, encounter tenants that are subject to restructuring, insolvency or bankruptcy activities. In most cases, rental revenue continues to be paid to RioCan by, or on behalf of, the tenant. RioCan actively monitors such situations and, in those cases where vacancies result, RioCan endeavours to replace tenants as quickly as possible at economically similar or better lease terms. 2013 Vacancy Activity For the three months ended December 31, (thousands of square feet) Total 2013 2012 RioCan s Share Total RioCan s Share Total vacancies in current period (i) 235 189 219 166 Vacated space re-leased in current period 91 86 225 196 (i) Excluding lease buyouts For the year ended December 31, (thousands of square feet) Total 2013 2012 RioCan s Share Total RioCan s Share Total vacancies in current period (i) 1,460 1,212 1,251 1,022 2013 vacancies re-leased to date in 2013 711 608 757 669 (i) Excluding lease buyouts During the three months ended December 31, 2013, RioCan experienced vacancies of approximately 235,000 square feet, of which RioCan s interest was 189,000 square feet. The average gross rent on RioCan s ownership interest was $26.42 per square foot. For the three months ended December 31, 2013, approximately 91,000 square feet of space vacated in 2013 has been leased to new tenants, of which RioCan s interest was 86,000 square feet, at an average gross rent of $28.41 per square foot. In 2012, tenant vacancies for which lease cancellation fees of $13.3 million were recognized by RioCan totalled 715,000 square feet of vacated NLA (667,000 square feet at RioCan s interest) at an average net rent of $10.68 per square foot ($9.47 per square foot at RioCan s interest). The lease cancellation fees include five months of amortization of the $9.3 million termination fee payable from Zellers on five locations comprising 466,000 square feet. This fee was recognized in income over the period from July 22, 2012 to April 1, 2013, which is the period during which Zellers continued to lease and pay rent on the five stores to which the termination fee applies. The fee was paid to RioCan on April 1, 2013. 38
In 2013, tenant vacancies for which lease cancellation fees of $9.9 million were recognized by RioCan totaled 252,000 square feet of vacated NLA (228,000 square feet at RioCan s interest) at an average net rent of $16.24 per square foot ($15.36 per square foot at RioCan s interest). The lease cancellation fees include a $5.1 million termination fee payable from RONA on principally one location comprising 121,000 square feet, located at RioCan Colossus Centre. In total, RioCan was in possession of nine former Zellers stores in December 2013 comprising approximately 727,000 square feet (640,000 square feet at RioCan s interest). Zellers paid an average base rental rate of $5.28 per square foot contributing $6.6 million of annual gross revenue ($6 million at RioCan s interest). To date, RioCan has negotiated firm leases and conditional LOI s for 360,000 square feet or 56% of the Zellers space (at RioCan s ownership interest) accounting for $5.6M of gross revenue or 94% of the gross rent formerly paid by Zellers (at RioCan s ownership interest). The average base rent on the released space is $10.39 per square foot compared to the $5.28 per square foot formerly received from Zellers representing a 97% increase. One of the remaining vacant Zellers sites is located in a centre that was sold in Q1 2014. New Leasing Canadian Portfolio For the quarter ended December 31, 2013, approximately 375,000 square feet of space was leased at an average net rent of $ 17.99 per square foot compared to approximately 507,000 square feet of space that was leased at an average net rent of $ 15.30 per square foot during the fourth quarter of 2012. Approximately 1,499,000 square feet (including 150,000 square feet pertaining to space leased at development sites) of space was leased in the Canadian portfolio during the year ended December 31, 2013 at an average net rent of $18.97 per square foot compared to approximately 1,722,000 square feet of space that was leased at an average net rent of $15.95 per square foot during the year ended December 31, 2012. A summary of RioCan s 2013 and 2012 new leasing on the existing Canadian portfolio by property type is as follows: New Leasing (in thousands, except per sqft amounts) 2013 Full Year 2013 Fourth quarter 2013 Third quarter 2013 Second quarter 2013 First quarter 2012 Full Year Square feet leased: New format retail 485 153 158 118 56 516 Grocery anchored centre 375 109 89 102 75 293 Enclosed shopping centre 400 43 131 111 115 638 Non-grocery anchored centre 55 9 6 26 14 165 Urban retail 156 59 6 6 85 51 Office 28 2 10 9 7 59 Total 1,499 375 400 372 352 1,722 Average net rent per square foot: New format retail $ 20.13 $ 13.78 $ 22.14 $ 22.47 $ 26.91 $ 20.33 Grocery anchored centre 18.56 16.94 18.90 18.45 20.69 15.50 Enclosed shopping centre 16.02 25.67 15.59 13.73 15.14 13.11 Non-grocery anchored centre 18.99 20.24 25.74 19.21 15.01 11.27 Urban retail 23.90 24.93 39.76 40.48 20.98 27.98 Office 19.18 19.00 18.47 19.06 20.36 13.19 Total $ 18.97 $ 17.99 $ 19.49 $ 18.72 $ 19.70 $ 15.95 US Portfolio During the fourth quarter of 2013, RioCan achieved approximately 4,000 square feet of new leasing in the US at an average rate of $ 19.76 per square foot. During the year ended December 31, 2013, RioCan achieved approximately 87,000 square feet of new leasing in the US at an average rate of $ 21.96 per square foot. During the fourth quarter of 2012, RioCan achieved approximately 26,000 square feet of new leasing in the US at an average rate of $ 22.40 per square foot. During the year ended December 31, 2012, RioCan achieved approximately 182,000 square feet of new leasing in the US at an average rate of $ 18.48 per square foot. 39
A summary of RioCan s 2013 and 2012 new leasing on the existing US portfolio by property type is as follows: (in thousands, except per sqft amounts) 2013 Full Year 2013 Fourth quarter New Leasing 2013 Third quarter 2013 Second quarter 2013 First quarter 2012 Full Year Square feet leased: New format retail 68 1 36 22 9 139 Grocery anchored centre 15 3 9 3 43 Non-grocery anchored centre 4 4 Total 87 4 49 22 12 182 Average net rent per square foot (US dollars): New format retail $ 22.04 $ 22.00 $ 21.69 $ 23.10 $ 20.95 $ 19.15 Grocery anchored centre 21.56 18.50 23.54 18.16 16.33 Non-grocery anchored centre 22.00 22.00 Total $ 21.96 $ 19.76 $ 22.06 $ 23.10 $ 20.22 $ 18.48 Lease Expiries RioCan s lease expiries for the Canadian portfolio, at RioCan s interest, by property type for the next five years are as follows: Lease expiries for the years ending Portfolio (in thousands, except per sqft and percentage amounts) NLA 2014 2015 2016 2017 2018 Square feet: New format retail 18,339 1,460 1,948 1,889 1,523 2,045 Grocery anchored centre 8,592 1,215 922 1,192 1,214 1,122 Enclosed shopping centre 6,952 1,016 773 1,201 507 739 Non-grocery anchored centre 2,061 144 302 178 86 144 Urban retail 1,589 332 36 69 91 272 Office 1,825 228 128 223 146 270 Total 39,358 4,395 4,109 4,752 3,567 4,592 Square feet expiring/portfolio NLA 11.2% 10.4% 12.1% 9.1% 11.7% Average net rent per occupied square foot: New format retail $ 16.86 $ 18.25 $ 17.28 $ 17.60 $ 19.47 $ 19.14 Grocery anchored centre 15.65 14.62 16.09 15.19 15.34 15.48 Enclosed shopping centre 17.83 17.47 16.12 16.64 21.91 13.31 Non-grocery anchored centre 11.17 16.45 11.94 15.16 21.41 19.79 Urban retail 25.66 18.05 29.43 16.18 40.65 17.47 Office 13.00 13.61 15.15 27.05 16.02 17.57 Total average net rent per square foot $ 16.63 $ 16.75 $ 16.44 $ 16.73 $ 18.86 $ 17.14 40
RioCan s lease expiries for the US portfolio, at RioCan s interest, by property type for the next five years are as follows: (in thousands, except per sqft and percentage amounts) Lease expiries for the years ending Portfolio NLA (i) 2014 2015 2016 2017 2018 Square feet: New format retail 7,107 413 332 229 410 747 Grocery anchored centre 2,603 244 135 260 316 367 Non-grocery anchored centre 172 43 15 4 6 32 Total 9,882 700 482 493 732 1,146 Square feet expiring/portfolio NLA 7.1% 4.9% 5.0% 7.4% 11.6% Average net rent per occupied square foot (US dollars): New format retail $ 13.78 $ 14.74 $ 18.55 $ 17.69 $ 16.64 $ 15.78 Grocery anchored centre 13.86 16.18 19.45 15.35 18.08 16.46 Non-grocery anchored centre 15.57 10.86 20.66 26.48 17.60 17.13 Total average net rent per square foot $ 13.83 $ 15.00 $ 18.87 $ 16.52 $ 17.27 $ 16.04 (i) Represents RioCan s proportionate ownership share. The components of RioCan s Canadian and US lease expiries for 2014 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Nongrocery anchored centre Urban retail 2014 expiries at market rental rates: Square feet expiring 3,705 1,311 963 833 166 243 189 Average net rent per sqft $ 17.49 $ 17.85 $ 16.68 $ 18.81 $ 14.85 $ 18.65 $ 14.21 2014 expiries with fixed rental rate options: Square feet expiring 1,390 562 496 183 21 89 39 Average in-place net rent per sqft $ 13.91 $ 16.62 $ 11.40 $ 11.40 $ 17.68 $ 16.43 $ 10.75 Average renewal net rent per sqft $ 14.72 $ 17.80 $ 11.96 $ 12.15 $ 18.03 $ 16.67 $ 11.20 Increase in average net rent per sqft $ 0.81 $ 1.19 $ 0.56 $ 0.75 $ 0.35 $ 0.24 $ 0.45 Total Square feet expiring 5,095 1,873 1,459 1,016 187 332 228 Average net rent per sqft $ 16.51 $ 17.48 $ 14.88 $ 17.47 $ 15.16 $ 18.05 $ 13.61 Contractual Rent Increases Certain of RioCan s leases allow for periodic increases in rates during the term of the leases which contributed to growth in same store NOI. Contractual rent increases, including rent increases at time of renewal, in each year for the next five years are as follows: For the years ending (in millions) 2014 2015 2016 2017 2018 Canadian Portfolio $ 6 $ 4 $ 3 $ 2 $ 3 US Portfolio 1 1 1 1 1 Net increase in contractual rent receipts $ 7 $ 5 $ 4 $ 3 $ 4 Office 41
RESULTS OF OPERATIONS Up to December 31, 2012, the following joint ventures were proportionately consolidated. During the first nine months of 2013, these joint ventures were accounted for using the equity method of accounting. The following table shows the Trust s ownership interests in these properties at December 31, 2013 and 2012: Partnership Properties RioCan s Interest as at December 31, 2013 RioCan s Interest as at December 31, 2012 RPAI (Texas) (i) 1890 Ranch 1 100% 80% Alamo Ranch 1 100% 80% Bear Creek 1 100% 80% Bird Creek Crossing 1 100% 80% Great Southwest Crossing 1 100% 80% Riverpark Shopping Center I, II 1 100% 80% Southpark Meadows (Phase I, II) 1 100% 80% Suntree Square 1 100% 80% Coppel Town Center 2 0% 80% Cypress Mill Plaza 2 0% 80% New Forest Crossing 2 0% 80% Sawyer Heights 2 0% 80% Southlake Corners 2 0% 80% RioKim /Dunhill (Texas) (i) Las Palmas Marketplace 3 100% 31.7% RioKim Montgomery JV LP (Texas) (ii) Montgomery Plaza 4 80% 80% Dawson Yonge LP (Canada) (iii) RioCan Centre Newmarket 4 40% 40% (i) For further details on the Texas joint venture dissolutions, please refer to section Acquisitions During 2013. (ii) RioKim Montgomery JV LP is an 80/20 joint venture between RioCan and Kimco managed by Kimco. (iii) Dawson Young LP is a partnership between RioCan (40%), Marketvest Corporation (40%) and Dale-Vest Corporation (20%). RPAI Properties 1 Represents the Texas properties acquired by RioCan from RPAI and, therefore, fully consolidated effective October 1, 2013. 2 Represents the Texas properties in which RioCan sold its 80% interest to RPAI effective October 1, 2013. Dunhill Properties 3 Represents the Texas properties in which RioCan acquired the managing interest from Dunhill during October 2013. This property is fully consolidated, effective October 1, 2013. Montgomery Plaza and RioCan Centre Newmarket Properties 4 Equity accounted for in the fourth quarter of 2013. During the year end December 31, 2013, the following joint ventures were consolidated in RioCan s 2013 Annual Financial Statements: Partnership Properties RioCan s Interest as at December 31, 2013 RioCan s Interest as at December 31, 2012 Dunhill (Texas) (i) Arbor Park 2 100% 85% Las Colinas Village 2 100% 85% Lincoln Square 1 100% 82% Louetta Central 1 100% 85% Timber Creek 2 100% 80% Sterling (Texas) (i) Cinco Ranch 3 Ingram Hills Shopping Center 3 100% 100% 80% 90% White Shield (Canada) (ii) White Shield Plaza 60% 60% (i) For further details on the Texas joint venture dissolutions, please refer to the section Acquisitions During 2013. (ii) On February 3, 2014, RioCan entered into an agreement to purchase the remaining 40% equity interest in White Shield (Canada). Dunhill Properties 1 Represents the Texas properties in which RioCan acquired the managing interest from Dunhill during October 2013. 2 Represents the Texas properties in which RioCan acquired the managing interest from Dunhill during the three months ended September 30, 2013. Sterling Properties 3 In December 2013, RioCan purchased Sterling s managing interest in Cinco Ranch and Ingram Hills Shopping Centre. 42
The following tables provide a reconciliation from RioCan s IFRS financial statements to RioCan s financial statements utilizing its proportionate interest in all of its portfolio investments. Reconciliation of Consolidated Statement of Earnings to Earnings at RioCan s Interest (i) Adjustments (thousands of dollars) Three months ended December 31, 2013 Consolidated (ii) Non-Controlling Interests (iii) RioCan s Interest in Equity Accounted Investments and Joint Ventures (iv) RioCan s Interest (i) REVENUE: Base rent $ 195,122 $ (226) $ 1,102 $ 195,998 Percentage rent 1,508 1,508 Rent subject to tenants sales thresholds 1,174 1,174 Property taxes and operating cost recoveries 95,853 (112) 554 96,295 293,657 (338) 1,656 294,975 Lease cancellation fees 4,554 4,554 Rental revenue 298,211 (338) 1,656 299,529 PROPERTY OPERATING COSTS: Recoverable under tenant leases 98,734 (148) 535 99,121 Non-recoverable from tenants 4,006 (8) 12 4,010 Property operating costs 102,740 (156) 547 103,131 OPERATING INCOME 195,471 (182) 1,109 196,398 Other income Share of net earnings in equity accounted investments and joint ventures 3,596 (3,596) Fees and other 3,167 3,167 Interest 3,778 1 3,779 206,012 (181) (2,487) 203,344 Other expenses Interest 60,292 (63) 248 60,477 General and administrative 16,598 (1) 28 16,625 Foreign exchange loss 65 65 Demolition costs 850 850 Aborted deal costs 551 551 Transaction-related expense (recovery) (1,228) (1,228) Earnings before fair value gains on investment property, net and income taxes 128,884 (117) (2,763) 126,004 Fair value gains on investment property, net 135,560 (624) 2,763 137,699 Current income tax expense (recovery) (175) (175) Deferred income tax expense (recovery) (870) (870) Net earnings $ 265,489 $ (741) $ $ 264,748 Net earnings attributable to: Common and preferred unitholders $ 264,748 $ $ $ 264,748 Non-controlling interests 741 (741) $ 265,489 $ (741) $ $ 264,748 Net earnings per Unit attributable to common Unitholders basic $ 0.86 Net earnings per Unit attributable to common Unitholders diluted $ 0.86 Weighted average number of common Units outstanding basic (in thousands) 303,544 Weighted average number of common Units outstanding diluted (in thousands) 304,272 (i) (ii) (iii) (iv) Represents RioCan s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated statement of earnings prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the revenues and expenses for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 43
Reconciliation of Consolidated Statement of Earnings to Earnings at RioCan s Interest (i) Adjustments (thousands of dollars) Year ended December 31, 2013 Consolidated (ii) Non-Controlling Interests (iii) RioCan s Interest in Equity Accounted Investments and Joint Ventures (iv) RioCan s Interest (i) REVENUE: Base rent $ 738,227 $ (3,166) $ 34,759 $ 769,820 Percentage rent 5,051 (73) 3 4,981 Rent subject to tenants sales thresholds 4,696 4,696 Property taxes and operating cost recoveries 363,162 (1,108) 11,858 373,912 1,111,136 (4,347) 46,620 1,153,409 Lease cancellation fees 9,718 69 9,787 Rental revenue 1,120,854 (4,347) 46,689 1,163,196 PROPERTY OPERATING COSTS: Recoverable under tenant leases 375,797 (1,398) 14,284 388,683 Non-recoverable from tenants 16,224 (62) 462 16,624 Property operating costs 392,021 (1,460) 14,746 405,307 OPERATING INCOME 728,833 (2,887) 31,943 757,889 Other income Share of net earnings in equity accounted investments and joint ventures 31,870 (31,870) Fees and other 17,426 21 17,447 Interest 13,970 6 (18) 13,958 792,099 (2,881) 76 789,294 Other expenses Interest 234,336 (971) 9,849 243,214 Expense for early retirement of debentures 12,094 12,094 General and administrative 45,212 (46) 442 45,608 Foreign exchange loss 170 170 Demolition costs 3,173 3,173 Aborted deal costs 1,272 1,272 Transaction-related expense (recovery) 3,840 3,840 Earnings before fair value gains on investment property, net and income taxes 492,002 (1,864) (10,215) 479,923 Fair value gains on investment property, net 220,641 (2,053) 10,215 228,803 Current income tax expense (recovery) (445) (445) Deferred income tax expense (recovery) (280) (280) Net earnings $ 713,368 $ (3,917) $ $ 709,451 Net earnings attributable to: Common and preferred unitholders $ 709,451 $ $ $ 709,451 Non-controlling interests 3,917 (3,917) $ 713,368 $ (3,917) $ $ 709,451 Net earnings per Unit attributable to common Unitholders basic $ 2.30 Net earnings per Unit attributable to common Unitholders diluted $ 2.29 Weighted average number of common Units outstanding basic (in thousands) 302,324 Weighted average number of common Units outstanding diluted (in thousands) 303,260 (i) (ii) (iii) (iv) Represents RioCan s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated statement of earnings prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the revenues and expenses for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 44
Reconciliation of Consolidated Statement of Earnings to Earnings at RioCan s Interest (i) (thousands of dollars) Three months ended December 31, 2012 Consolidated (ii) Adjustments Non-Controlling Interests (iii) RioCan s Interest in Equity Accounted Investments and Joint Ventures (iv) RioCan s Interest (i) REVENUE: Base rent $ 177,360 $ (1,231) $ 10,833 $ 186,962 Percentage rent 1,936 (23) 1,913 Rent subject to tenants sales thresholds 1,198 1,198 Property taxes and operating cost recoveries 87,418 (387) 4,060 91,091 267,912 (1,641) 14,893 281,164 Lease cancellation fees 4,290 4,290 Rental revenue 272,202 (1,641) 14,893 285,454 PROPERTY OPERATING COSTS: Recoverable under tenant leases 91,198 (489) 4,937 95,646 Non-recoverable from tenants 3,232 (27) 97 3,302 Property operating costs 94,430 (516) 5,034 98,948 OPERATING INCOME 177,772 (1,125) 9,859 186,506 Other income Share of net earnings in equity accounted investments and joint ventures 29,852 (29,852) Fees and other 10,917 (1) 10,916 Interest 3,224 2 (6) 3,220 43,993 2 (29,859) 14,136 Other expenses Interest 58,638 (367) 3,276 61,547 General and administrative 15,249 (5) 148 15,392 Foreign exchange (gain)loss 11 11 Demolition costs 813 813 Aborted deal costs 50 50 Transaction related expense (recovery) 1,065 1,065 Earnings before fair value gains on investment property, net and income taxes 145,939 (751) (23,424) 121,764 Fair value gains on investment property, net 324,880 (2,468) 23,424 345,836 Current income tax expense (recovery) 150 150 Deferred income tax expense (recovery) (750) (750) Net earnings $ 471,419 $ (3,219) $ $ 468,200 Net earnings attributable to: Common and preferred unitholders $ 468,200 $ $ $ 468,200 Non-controlling interests 3,219 (3,219) $ 471,419 $ (3,219) $ $ 468,200 Net earnings per Unit attributable to common Unitholders basic $ 1.55 Net earnings per Unit attributable to common Unitholders diluted $ 1.55 Weighted average number of common Units outstanding basic (in thousands) 299,411 Weighted average number of common Units outstanding diluted (in thousands) 300,691 (i) (ii) (iii) (iv) Represents RioCan s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated statement of earnings prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the revenues and expenses for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 45
Reconciliation of Consolidated Statement of Earnings to Earnings at RioCan s Interest (i) (thousands of dollars) Year ended December 31, 2012 Consolidated (ii) Adjustments Non-Controlling Interests (iii) RioCan s Interest in Equity Accounted Investments and Joint Ventures (iv) RioCan s Interest (i) REVENUE: Base rent $ 676,601 $ (10,976) $ 41,450 $ 707,075 Percentage rent 6,010 (132) (1) 5,877 Rent subject to tenants sales thresholds 4,778 4,778 Property taxes and operating cost recoveries 335,563 (2,821) 13,573 346,315 1,022,952 (13,929) 55,022 1,064,045 Lease cancellation fees 13,252 13,252 Rental revenue 1,036,204 (13,929) 55,022 1,077,297 PROPERTY OPERATING COSTS: Recoverable under tenant leases 348,040 (3,509) 16,647 361,178 Non-recoverable from tenants 12,445 (184) 328 12,589 Property operating costs 360,485 (3,693) 16,975 373,767 OPERATING INCOME 675,719 (10,236) 38,047 703,530 Other income Share of net earnings in equity accounted investments and joint ventures 68,625 (68,625) Fees and other 24,829 (70) 24,759 Interest 11,986 18 30 12,034 105,440 18 (68,665) 36,793 Other expenses Interest 233,994 (3,548) 12,726 243,172 General and administrative 40,187 (82) 541 40,646 Impairment of investment 11,999 11,999 Foreign exchange (gain)loss (86) (86) Demolition costs 2,210 2,210 Aborted deal costs 1,280 1,280 Transaction related expense (recovery) 1,101 694 1,795 Earnings before fair value gains on investment property, net and income taxes 490,474 (6,588) (44,579) 439,307 Fair value gains on investment property, net 868,104 (7,998) 44,579 904,685 Current income tax expense (recovery) 521 521 Deferred income tax expense (recovery) (750) (750) Net earnings $ 1,358,807 $ (14,586) $ $ 1,344,221 Net earnings attributable to: Common and preferred unitholders $ 1,344,221 $ $ $ 1,344,221 Non-controlling interests 14,586 (14,586) $ 1,358,807 $ (14,586) $ $ 1,344,221 Net earnings per Unit attributable to common Unitholders basic $ 4.59 Net earnings per Unit attributable to common Unitholders diluted $ 4.57 Weighted average number of common Units outstanding basic (in thousands) 289,950 Weighted average number of common Units outstanding diluted (in thousands) 291,298 (i) (ii) (iii) (iv) Represents RioCan s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated statement of earnings prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the revenues and expenses for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 46
Reconciliation of Consolidated Balance Sheet to Balance sheet at RioCan s interest (i) Adjustments (millions of dollars) As at December 31, 2013 Consolidated (ii) Non-controlling interests (iii) RioCan s share of Equity Accounted Investments and Joint Ventures (iv) RioCan s interest (i) ASSETS Investment properties $ 13,062 $ (11) $ 68 $ 13,119 Investment in equity accounted investments and joint ventures 36 (36) Mortgages and loans receivable 248 248 Deferred tax assets 9 9 Receivables and other assets 136 1 137 Cash and equivalents 39 2 41 Total assets $ 13,530 $ (11) $ 35 $ 13,554 LIABILITIES Mortgages payable and lines of credit $ 4,512 $ $ 29 $ 4,541 Debentures payable 1,447 1,447 Accounts payable and accrued liabilities 299 6 305 Total liabilities 6,258 35 6,293 EQUITY Preferred unitholders equity 265 265 Common unitholders equity 6,996 6,996 Total unitholders equity 7,261 7,261 Non-controlling interests 11 (11) Total equity 7,272 (11) 7,261 Total liabilities and equity $ 13,530 $ (11) $ 35 $ 13,554 (i) (ii) (iii) (iv) Represents RioCan s proportionate ownership interest in assets and liabilities of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated balance sheet prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the assets and liabilities for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the assets and liabilities of its joint ventures that are accounted for on the equity basis of accounting. 47
Reconciliation of Consolidated Balance Sheet to Balance sheet at RioCan s Interest (i) Adjustments (millions of dollars) As at December 31, 2012 Consolidated (ii) Non-controlling interests (iii) RioCan s Share of Equity Accounted Investments and Joint Ventures (iv) RioCan s interest (i) ASSETS Investment properties $ 11,765 $ (60) $ 639 $ 12,344 Investment in equity accounted investments and joint ventures 321 (321) Mortgages and loans receivable 200 200 Deferred tax assets 9 9 Investment 50 50 Receivables and other assets 99 (2) 4 101 Cash and equivalents 175 9 184 Total assets $ 12,619 $ (62) $ 331 $ 12,888 LIABILITIES Mortgages payable and lines of credit $ 4,159 $ (28) $ 294 $ 4,425 Debentures payable 1,292 1,292 Accounts payable and accrued liabilities 288 (1) 37 324 Total liabilities 5,739 (29) 331 6,041 EQUITY Preferred unitholders equity 265 265 Common unitholders equity 6,582 6,582 Total unitholders equity 6,847 6,847 Non-controlling interests 33 (33) Total equity 6,880 (33) 6,847 Total liabilities and equity $ 12,619 $ (62) $ 331 $ 12,888 (i) (ii) (iii) (iv) Represents RioCan s proportionate ownership interest in assets and liabilities of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for certain joint ventures. Represents RioCan s consolidated balance sheet prepared in accordance with IFRS. Represents the non-controlling interests proportionate share of the assets and liabilities for those joint ventures that have been consolidated. Represents RioCan s proportionate share of the assets and liabilities of its joint ventures that are accounted for on the equity basis of accounting. 48
Results of Operations Riocan s Interest (i) The components of RioCan s interest in net earnings attributable to common and preferred unitholders are as follows: Three months ended December 31, Increase Year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Rental revenue $ 299,529 $ 285,454 $ 1,163,196 $ 1,077,297 Property operating costs 103,131 98,948 405,307 373,767 Net operating income from income properties 196,398 186,506 5% 757,889 703,530 8% Fees and other income 3,167 10,916 17,447 24,759 Interest income 3,779 3,220 13,958 12,034 203,344 200,642 1% 789,294 740,323 7% Interest expense 60,477 61,547 243,214 243,172 Expense for early retirement of debentures 12,094 General and administrative expense 16,625 15,392 45,608 40,646 Impairment of investment 11,999 Foreign exchange (gain) loss 65 11 170 (86) Demolition costs 850 813 3,173 2,210 Aborted deal costs 551 50 1,272 1,280 Transaction-related expense (recovery) (1,228) 1,065 3,840 1,795 Earnings before fair value gains on investment property, net and income taxes 126,004 121,764 3% 479,923 439,307 9% Fair value gains on investment property, net 137,699 345,836 228,803 904,685 Current income tax expense (recovery) (175) 150 (445) 521 Deferred income tax expense (recovery) (870) (750) (280) (750) Net earnings RioCan s interest (i) $ 264,748 $ 468,200 (43%) $ 709,451 $ 1,344,221 (47%) (i) See 2013 Changes in Accounting Policy for a reconciliation to RioCan s consolidated earnings. 49
The following tables provide an analysis of RioCan s interest in Operating FFO, AFFO, and FFO for the three months and years ended December 31, 2013 and 2012. (thousands of dollars, except per Unit amounts and other data) Three months ended December 31, 2013 2012 RioCan s interest in operating FFO Transaction gain (loss)* Development/ redevelopment activities (ii) RioCan s interest in FFO RioCan s interest in operating FFO Transaction gain (loss)* Development/ redevelopment activities and other RioCan s interest in FFO Operating FFO Increase Net operating income $ 196,711 $ $ (313) $196,398 $ 186,732 $ $ (226) $ 186,506 Other revenue 6,946 175 7,121 7,217 6,769 13,986 203,657 175 (313) 203,519 193,949 6,769 (226) 200,492 Interest expense 59,198 1,279 60,477 59,548 1,999 61,547 General and administrative 16,625 16,625 15,392 15,392 Demolition costs 850 850 813 813 Preferred unit distributions 3,397 3,397 3,397 3,397 Aborted deal costs 551 551 50 50 79,771 2,129 81,900 78,387 2,812 81,199 Operating FFO $ 123,886 $ 115,562 7% Other activities $ 175 $ (2,442) $6,769 $ (3,038) FFO (i) $121,619 $ 119,293 Operating FFO per Unit $ 0.41 $ 0.39 5% FFO per Unit $ 0.40 $ 0.40 Adjustments to bring Operating FFO to AFFO (iii): Add back/(deduct): Deduction of rents recorded on a straight-line basis (884) (3,084) Non-cash unit based compensation expense 1,585 1,426 Normalized productive capacity maintenance cash expenditures capitalized: Leasing commissions and tenant improvements (6,250) (4,750) Maintenance capital expenditures recoverable from tenants (2,750) (2,750) Maintenance capital expenditures not recoverable from tenants (2,250) (1,500) AFFO $ 113,337 $ 104,904 8% AFFO per Unit $ 0.37 $ 0.35 6% Weighted average number of common Units outstanding (in thousands) 303,544 299,411 Distribution Coverage Ratios: Cash distributions per Unit $ 0.3525 $ 0.3450 Distributions paid as a percentage of Operating FFO 86.0% 88.5% Distributions as a percentage of AFFO 95.3% 98.6% Distributions paid net of DRIP, per Unit $ 0.26 $ 0.24 Distributions net of DRIP as a percentage of AFFO 70.3% 68.6% * Transaction gains (losses) are presented net of tax, where applicable. Transaction gains in 2013 relate to current tax recoveries associated with RioCan s investments in WCNUF I and II. Transaction gains in 2012 mainly relate to realized gains on the sale of certain marketable securities held as a portfolio investment as well as distributions received by the Trust on its investment in WCNUF I. (i) FFO is generally the same as IFRS net earnings other than excluding changes in the fair values of investment properties, deferred income taxes, acquisition transaction costs and deducting preferred unit distributions. (ii) To calculate OFFO, the Trust adjusts for certain costs not capitalized during the development period for accounting purposes that, in management s view, forms part of the cost of its development projects. (iii) AFFO is calculated by adjusting Operating FFO for straight-line rent adjustments, non-cash compensation expenses, costs for capital expenditures and leasing costs for maintaining shopping centre infrastructure and current lease revenues (productive capacity maintenance). In addition, non-recurring costs that impact operating cash flow may be adjusted. FFO amounts related to transactions gains and losses and development/redevelopment are also excluded from AFFO. 50
(thousands of dollars, except per Unit amounts and other data) Year ended December 31, 2013 2012 RioCan s interest in Operating FFO Transaction Development/ redevelopment gain (loss)* activities (ii) RioCan s interest in FFO RioCan s interest in Operating FFO Transaction gain (loss)* Development/ redevelopment activities and other RioCan s interest in FFO Operating FFO Increase Net operating income $ 758,796 $ $ (907) $ 757,889 $ 704,301 $ $ (771) $ 703,530 Other revenue 31,405 445 31,850 28,474-7,798 36,272 790,201 445 (907) 789,739 732,775 7,798 (771) 739,802 Interest expense 237,349 5,865 243,214 236,943 6,229 243,172 General and administrative 45,608 45,608 40,646 40,646 Demolition costs 3,173 3,173 2,210 2,210 Preferred unit distributions 13,589 13,589 13,589 13,589 Aborted deal costs 1,272 1,272 1,280 1,280 Impairment charge Cedar shares 11,999 11,999 Expense for early retirement of debentures 12,094 12,094 297,818 12,094 9,038 318,950 292,458 11,999 8,439 312,896 Operating FFO $ 492,383 $ 440,317 12% Other activities $ (11,649) $ (9,945) $ (4,201) $(9,210) FFO (i) $ 470,789 $ 426,906 Operating FFO per Unit $ 1.63 $ 1.52 7% FFO per Unit $ 1.56 $ 1.47 FFO, excluding expenses for early retirement of debentures $ 482,883 $ 426,906 FFO per Unit, excluding expenses for early retirement of debentures $ 1.60 $ 1.47 Adjustments to bring Operating FFO to AFFO (iii): Add back/(deduct): Deduction of rents recorded on a straight-line basis (6,653) (7,549) Non-cash unit based compensation expense 5,925 5,171 Normalized productive capacity maintenance cash expenditures capitalized: Leasing commissions and tenant improvements (25,000) (19,000) Maintenance capital expenditures recoverable from tenants (11,000) (11,000) Maintenance capital expenditures not recoverable from tenants (9,000) (6,000) AFFO $ 446,655 $ 401,939 11% AFFO per Unit $ 1.48 $ 1.39 6% Weighted average number of common Units outstanding (in thousands) 302,324 289,950 Distribution Coverage Ratios: Cash distributions per Unit $ 1.4100 $ 1.3800 Distributions paid as a percentage of Operating FFO 86.5% 90.8% Distributions as a percentage of AFFO 95.3% 99.3% Distributions paid net of DRIP, per Unit $ 1.04 $ 1.01 (0.01) Distributions net of DRIP as a percentage of AFFO 70.3% 72.7% 51
* Transaction gains (losses) are presented net of tax. Transaction gains in 2013 relate to current tax recoveries associated with RioCan s investments in WCNUF I and II. Transaction gains in 2012 mainly relate to realized gains on the sale of certain marketable securities held as a portfolio investment as well as distributions received by the Trust on its investment in WCNUF I. (i) FFO is generally the same as IFRS net earnings other than changes in the fair values of investment properties, deferred income taxes, acquisition/disposition transaction costs and deducting preferred unit distributions. (ii) The Trust has added back certain costs not capitalized during the development period for accounting purposes that, in management s view, forms part of the cost of its development projects. (iii) AFFO is calculated by adjusting Operating FFO for productive capacity maintenance. In addition, non-recurring costs that impact operating cash flow may be adjusted. FFO amounts related to transactions gains and losses and development/redevelopment are also excluded from AFFO. A reconciliation of IFRS net earnings attributable to unitholders to FFO is as follows: Three months ended December 31, Increase Year ended December 31, (thousands of dollars, except per Unit amounts) 2013 2012 (decrease) 2013 2012 Increase (decrease) Net earnings attributable to unitholders $ 264,748 $ 468,200 (43%) $ 709,451 $ 1,344,221 (47%) Add back/(deduct): Fair value gains (135,560) (324,880) (58%) (220,641) (868,104) (75%) Non controlling interest relating to fair value gains 624 2,468 (75%) 2,053 7,998 (74%) Fair value gains included in equity accounted investments and joint ventures (2,763) (23,424) (88%) (10,215) (44,579) (77%) Deferred income tax expense (recovery) (870) (750) nm (280) (750) nm Transaction-related expense (recovery) (1,228) 1,065 nm 3,840 1,795 114% Preferred unit distributions (3,397) (3,397) 0% (13,589) (13,589) 0% Foreign exchange (gain) loss 65 11 491% 170 (86) (298%) FFO $ 121,619 $ 119,293 2% $ 470,789 $ 426,906 10% FFO per Unit $ 0.40 $ 0.40 1% $ 1.56 $ 1.47 6% Weighted average number of common Units outstanding 303,544 299,411 302,324 289,950 Net Operating Income Rental Properties NOI is defined by RioCan as rental revenue from income properties less property operating costs. RioCan s method of calculating NOI may differ from other issuers methods and, accordingly, may not be comparable to NOI reported by other issuers. Rental revenue includes all amounts earned from tenants related to lease agreements, including property tax and operating cost recoveries, to the extent recoverable under tenant leases. Amounts payable by tenants to terminate their lease prior to the contractual expiry date (lease cancellation fees) are included in rental revenue. 52
NOI at RioCan s interest for the three months and years ended December 31, 2013 and 2012 is as follows: Three months ended December 31, Increase Year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Base rent $ 195,998 $ 186,962 5% $ 769,820 $ 707,075 9% Percentage rent 1,508 1,913 (21%) 4,981 5,877 (15%) Rents subject to tenants sales thresholds 1,174 1,198 (2%) 4,696 4,778 (2%) Property taxes and operating cost recoveries 96,295 91,091 6% 373,912 346,315 8% 294,975 281,164 5% 1,153,409 1,064,045 8% Lease cancellation fees 4,554 4,290 6% 9,787 13,252 (26%) Rental revenue 299,529 285,454 5% 1,163,196 1,077,297 8% Recoverable under tenant leases 99,121 95,646 4% 388,683 361,178 8% Non-recoverable from tenant 4,010 3,302 21% 16,624 12,589 32% Property operating costs 103,131 98,948 4% 405,307 373,767 8% NOI RioCan s interest (i) $ 196,398 $ 186,506 5% $ 757,889 $ 703,530 8% NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) 67% 66% 1% 66% 66% 0% (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. The amount of property taxes and operating costs that can be recovered from tenants is impacted by property vacancy and fixed cost recovery tenancies. The NOI margin for the three months and year ended December 31, 2013 remained consistent when compared to the same period in 2012. RioCan s interest in NOI on a portfolio basis is as follows: (thousands of dollars) For the three months ended December 31, 2013 2012 Canadian Portfolio US Portfolio RioCan s Proportionate Share Canadian Portfolio US Portfolio RioCan s Proportionate Share REVENUE: Base rent $ 160,948 $ 35,050 $195,998 $ 158,491 $ 28,471 $186,962 Percentage rent 1,382 126 1,508 1,936 (23) 1,913 Rent subject to tenants sales thresholds 1,174 1,174 1,198 1,198 Property taxes and operating cost recoveries 86,924 9,371 96,295 82,304 8,787 91,091 250,428 44,547 294,975 243,929 37,235 281,164 Lease cancellation fees 4,554 4,554 4,290 4,290 Rental revenue 254,982 44,547 299,529 248,219 37,235 285,454 PROPERTY OPERATING COSTS: Recoverable under tenant leases 88,945 10,176 99,121 84,958 10,688 95,646 Non-recoverable from tenants 2,869 1,141 4,010 3,243 59 3,302 Property operating costs 91,814 11,317 103,131 88,201 10,747 98,948 NOI RioCan s interest $ 163,168 $ 33,230 $ 196,398 $ 160,018 $ 26,488 $ 186,506 (i) See 2013 Change in Accounting Policy for a reconciliation of RioCan s consolidated earnings. 53
RioCan s interest in NOI on a portfolio basis is as follows: (thousands of dollars) For the year ended December 31, 2013 2012 Canadian Portfolio US Portfolio RioCan s Proportionate Share Canadian Portfolio US Portfolio RioCan s Proportionate Share REVENUE: Base rent $ 640,477 $ 129,343 $ 769,820 $ 603,585 $103,490 $ 707,075 Percentage rent 4,493 488 4,981 5,663 214 5,877 Rent subject to tenants sales thresholds 4,696 4,696 4,778 4,778 Property taxes and operating cost recoveries 338,005 35,907 373,912 317,602 28,713 346,315 987,671 165,738 1,153,409 931,628 132,417 1,064,045 Lease cancellation fees 9,419 368 9,787 13,252 13,252 Rental revenue 997,090 166,106 1,163,196 944,880 132,417 1,077,297 PROPERTY OPERATING COSTS: Recoverable under tenant leases 347,762 40,921 388,683 325,468 35,710 361,178 Non-recoverable from tenants 13,168 3,456 16,624 12,193 396 12,589 Property operating costs 360,930 44,377 405,307 337,661 36,106 373,767 NOI RioCan s interest $ 636,160 $ 121,729 $ 757,889 $ 607,219 $ 96,311 $ 703,530 (i) See 2013 Change in Accounting Policy for a reconciliation of RioCan s consolidated earnings. Canadian Portfolio RioCan s interest in NOI on a proportionate basis of its Canadian portfolio for the three months and years ended December 31, 2013 and 2012 is as follows: Three months ended December 31, Increase Year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Base rent $ 160,948 $ 158,491 2% $ 640,477 $ 603,585 6% Percentage rent 1,382 1,936 (29%) 4,493 5,663 (21%) Rents subject to tenants sales thresholds 1,174 1,198 (2%) 4,696 4,778 (2%) Property taxes and operating cost recoveries 86,924 82,304 6% 338,005 317,602 6% 250,428 243,929 3% 987,671 931,628 6% Lease cancellation fees 4,554 4,290 6% 9,419 13,252 (29%) Rental revenue 254,982 248,219 3% 997,090 944,880 6% Recoverable under tenant leases 88,945 84,958 5% 347,762 325,468 7% Non-recoverable from tenants 2,869 3,243 (12%) 13,168 12,193 8% Property operating costs 91,814 88,201 4% 360,930 337,661 7% NOI RioCan s interest (i) $ 163,168 $ 160,018 2% $ 636,160 $ 607,219 5% NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) 65% 66% (1%) 64% 65% (1%) (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. 54
Same store and same property NOI on proportionate basis for the three months and years ended December 31, 2013 and 2012 for RioCan s Canadian portfolio are as follows: Three months ended December 31, Increase Year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Same Store: Number of properties 257 257 257 257 Committed occupancy 96.8% 97.1% (0.3%) 96.8% 97.1% (0.3%) Economic occupancy 95.4% 95.4% 0.0% 95.4% 95.4% 0.0% Net Operating Income: Same store (i) $ 144,731 $ 140,868 2.7% $ 557,811 $ 548,472 1.7% Redevelopment and intensification (vii) 1,851 2,593 (28.6%) 6,803 8,673 (21.6%) Same properties (ii) 146,582 143,461 2.2% 564,614 557,145 1.3% Acquisitions IPP (iv) 8,025 nm 38,560 nm Dispositions IPP (v) 6,593 nm 16,295 nm Greenfield development (vi) 3,532 2,656 33.0% 16,792 13,983 20.1% NOI before adjustments 158,139 152,710 3.6% 619,966 587,423 5.5% Lease cancellation fees 3,353 4,290 (21.8%) 8,022 13,139 (38.9%) Straight line rent adjustment 731 2,150 (66.0%) 4,463 4,236 5.4% NOI from properties under development (viii) 945 868 8.9% 3,709 2,421 53.2% NOI RioCan s interest (iii) $ 163,168 $ 160,018 2.0% $ 636,160 $ 607,219 4.8% nm not meaningful. (i) See Same Store definition in Non-GAAP measures section. (ii) See Same Property definition in Non-GAAP measures section. (iii) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. (iv) Acquisitions Includes NOI on a pro-rated basis for Income Producing Properties (IPP) acquired within the periods being compared. (v) Dispositions Includes NOI on a pro-rated basis for IPP disposed of in the periods being compared. (vi) Greenfield Development Includes NOI from Greenfield properties as each individual unit is 100% income producing for two comparable periods. (vii) Redevelopment and Intensification Includes NOI from IPP or specific Units within a property being re-positioned or expanded. (viii) NOI from Properties Under Development Includes NOI from Properties acquired for re-development purposes. The change in same store NOI is the result of a combination of factors: contractual rent increases, lease renewals and net absorption of existing space in the portfolio, which is a product of vacancies and the resultant new leasing. For the three months ended December 31, 2013, same store and same property NOI increased 2.7% and 2.2%, respectively, when compared to the same period in 2012, primarily due to the following: increased NOI as a result of new leasing of approximately $3.6 million; renewals and rent steps increased NOI by $1.9 million; and re-leasing of space vacated due to bankruptcy and lease cancellations increased NOI by $1.9 million; partially offset by reduced NOI due to vacancy caused by normal course turnover of $3.0 million; NOI was reduced by $0.5 million from lease cancellations that have occurred in the last 12 months. During the three months ended December 31, 2013, 164,000 square feet of developments were completed as compared to 112,000 square feet during the same period of 2012. For the three months ended December 31, 2013, lease cancellation fees relate primarily to Rona at RioCan Colossus Centre. Straight line rent in the current period also includes a $1.0 million charge related to the write-off of unamortized straight line rents pertaining to the Rona lease cancellation. Q4 2012 lease cancellation fees relate primarily to Zellers at various locations. For the year ended December 31, 2013 same store and same property NOI increased by 1.7% and 1.3%, respectively when compared to the same period in 2012, primarily due to the following: increased NOI as a result of new leasing of approximately $11.2 million; 55
renewals and rent steps increased NOI by $7.4 million; re-leasing of space vacated due to bankruptcy and lease cancellations increased NOI by $7.0 million; partially offset by reduced NOI due to vacancy caused by normal course turnover of $10.8 million; unanticipated vacancies reduced NOI by $1 million; NOI was reduced by $2.5 million from lease cancelations that have occurred in the last 12 months; provision for bad debts and disputed recoveries of $0.7 million; adjustment to tenant related recoveries of $0.7 million; and prior year adjustments and other of $0.5 million. For the year ended December 31, 2013 lease cancellation fees included $3 million for Zellers, and $5 million for Rona Colossus. 2012 lease cancellation fees includes $6 million for Zellers, and $3.8 million for AMC at Kennedy Commons. Same store and same property NOI on a proportionate basis for the Canadian portfolio on a consecutive quarter-over-quarter basis is as follows: (thousands of dollars) Three months ended December 31, 2013 September 30, 2013 Increase (decrease) Same Store: Number of properties 257 257 Committed occupancy 96.8% 96.7% 0.1% Economic occupancy 95.4% 94.9% 0.5% Same store (i) $ 153,118 $ 150,325 1.9% Redevelopment and intensification (vii) 1,674 1,775 (5.7%) Same properties (ii) 154,792 152,100 1.8% Acquisitions IPP (iv) 636 nm Dispositions IPP (v) 459 nm Greenfield development (vi) 2,711 2,904 (6.6%) NOI before adjustments 158,139 155,463 1.7% Lease cancellation fees 3,353 867 286.7% Straight line rent adjustment 731 1,004 (27.2%) NOI from properties under development (viii) 945 937 0.9% NOI RioCan s interest (iii) $ 163,168 $ 158,271 3.1% nm not meaningful. (i) See Same Store definition in Non-GAAP measures section. (ii) See Same Property definition in Non-GAAP measures section. (iii) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. (iv) Acquisitions Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Dispositions Includes NOI on a pro-rated basis for IPP disposed of in the periods being compared. (vi) Greenfield Development Includes NOI from Greenfield properties as each individual unit is 100% income producing for two comparable periods. (vii) Redevelopment and Intensification Includes NOI from IPP or specific Units within a property being re-positioned or expanded. (viii) NOI from Properties Under Development Includes NOI from Properties acquired for re-development purposes. Same store and same property NOI increased sequentially by 1.9% and 1.8%, respectively, during the fourth quarter of 2013 as compared to the third quarter of 2013, primarily due to the following: increased NOI as a result of new leasing of approximately $1.3 million; renewals and rent steps increased NOI by $0.6 million; re-leasing of space vacated due to bankruptcy or lease cancellations, increased NOI by $0.2 million; increase in temporary tenant revenue of $0.7 million due to seasonality; adjustments to prior year recoveries and tenant related recoverable expenses of $0.6 million; increase in percentage rent of $0.3 million; partially offset by reduced NOI due to vacancy caused by normal course turnover of $0.9 million. 56
US Portfolio RioCan s interest in NOI on a proportionate basis of its US portfolio for the three months and years ended December 31, 2013 and 2012 is as follows: Three months ended Year ended December 31, December 31, Increase (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Base rent $ 35,050 $ 28,448 23% $ 129,343 $ 103,490 25% Percentage rent 126 nm 488 214 128% Property taxes and operating cost recoveries 9,371 8,787 7% 35,907 28,713 25% 44,547 37,235 20% 165,738 132,417 25% Lease cancellation fees nm 368 nm Rental revenue 44,547 37,235 20% 166,106 132,417 25% Recoverable from tenant leases 10,176 10,688 (5%) 40,921 35,710 15% Non-recoverable from tenants 1,141 59 nm 3,456 396 nm Property operating costs 11,317 10,747 5% 44,377 36,106 23% NOI RioCan s interest (i) $ 33,230 $ 26,488 25% $ 121,729 $ 96,311 26% NOI as a percentage of rental revenue 75% 71% 6% 73% 73% 0% nm not meaningful. (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. Same store and same property NOI on a proportionate basis for the three months and years ended December 31, 2013 and 2012 for RioCan s US portfolio are as follows (at RioCan s interest): For the three months ended December 31, Increase For the year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Increase (decrease) Base rent US$ $ 25,706 $ 25,619 0.3% $ 95,048 $ 94,230 0.9% Property tax and operating cost recoveries US$ 7,741 8,229 (5.9%) 28,964 27,502 5.3% Other US$ 190 268 (29.1%) 816 1,066 (23.5%) Rental revenue US$ 33,637 34,116 (1.4%) 124,828 122,798 1.7% Property operating costs US$ 9,213 10,110 (8.9%) 35,466 34,452 2.9% Same store and same properties (i) (ii) US$ 24,424 24,006 1.7% 89,362 88,346 1.2% Foreign currency translation adjustment 1,006 (220) nm 2,664 49 nm Same store and same properties (i) (ii) CDN$ 25,430 23,786 6.9% 92,026 88,395 4.1% Acquisitions IPP (iv) 6,714 nm 26,140 nm Dispositions IPP (v) 1,775 nm 4,646 nm NOI before adjustments 32,144 25,561 25.8% 118,166 93,041 27.0% Lease cancellation fee nm 299 nm Straight-lining of rents 1,086 927 17.2% 3,264 3,270 (0.2%) NOI RioCan s interest (iii) $ 33,230 $ 26,488 25.5% $ 121,729 $ 96,311 26.4% nm not meaningful. (i) See Same Store definition in Non-GAAP measures section. (ii) See Same Property definition in Non-GAAP measures section. (iii) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. (iv) Acquisitions Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Dispositions Includes NOI on a pro-rated basis for IPP disposed of in the period being compared. Same store and same property NOI increased 1.7% for the three months ended December 31, 2013, as compared to the same period in 2012, primarily due to: increased NOI as a result of new leasing, increase in renewal rates upon expiry and contractual rent steps; and operating efficiencies realized as a result of the internalization of property management for RioCan s US portfolio. 57
Same store and same property NOI increased 1.2% during the year ended December 31, 2013 as compared to the same period in 2012, primarily due to: increased NOI as a result of new leasing, increase in renewal rates upon expiry and contractual rent steps; operating efficiencies realized as a result of the internalization of RioCan s US property management; offset by adjustments related to the 2013 realty tax assessment in Texas and the corresponding shortfall associated with vacancies. Same store and same property NOI on a proportionate basis for the US portfolio on a sequential quarter-over-quarter basis is as follows (at RioCan s interest): (thousands of dollars) Three months ended December 31, 2013 September 30, 2013 Increase (decrease) Base rent US$ $ 28,262 $ 28,327 Property tax and operating cost recoveries US$ 8,125 8,458 (3.9%) Other US$ 196 182 nm Rental revenue US$ 36,583 36,967 (1.0%) Property operating costs US$ 9,656 10,147 (4.8%) Same store and same properties (i) (ii) US$ 26,927 26,820 0.4% Foreign currency translation 1,123 1,036 nm Same store and same properties (i) (ii) CDN$ 28,050 27,856 0.7% Acquisitions IPP (iv) 4,076 nm NOI before adjustments 32,126 27,856 15.3% Dispositions IPP (v) 18 1,680 nm Lease cancellation fees 49 nm Straight-lining of rents 1,086 471 nm NOI RioCan s interest (iii) $ 33,230 $ 30,056 10.6% nm not meaningful. (i) See Same Store definition in Non-GAAP measures section. (ii) See Same Property definition in Non-GAAP measures section. (iii) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. (iv) Acquisitions Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Dispositions Includes NOI on a pro-rated basis for IPP disposed of in the period being compared. Same store and same property NOI increased sequentially by 0.4% for the three months ended December 31, 2013 as compared to the third quarter of 2013 primarily due to operating efficiencies realized as a result of the internalization of US property management (Northeast & Texas). Other Revenue Fees and Other Income RioCan holds certain of its interests in various real estate investments through joint arrangements and investments accounted for by the equity method. Generally, RioCan provides asset, property management, development and financing services for the Canadian co-ownerships and investments for which the Trust earns market based fees. The significant sources of fees and other income are as follows (RioCan s interest): Three months ended December 31, Increase Year ended December 31, (thousands of dollars) 2013 2012 (decrease) 2013 2012 Fees and other income $ 3,167 $ 3,154 $ 16,965 $ 14,548 Dividends earned on Cedar shares 472 482 1,892 Increase (decrease) Fees and other income before transaction gains 3,167 3,626 (13%) 17,447 16,440 6% Transaction gains 7,290 8,319 Total fees and other income $ 3,167 $ 10,916 (71%) $ 17,447 $ 24,759 (30%) During the year ended December 31, 2013 fees earned increased as compared to the same period in 2012, primarily due to increased development activities on joint venture developments in the first quarter. 58
On February 7, 2013, RioCan disposed of all its shares in Cedar for proceeds of US$48 million. The transaction gains of $7.3 million in the fourth quarter of 2012 were primarily the result of proceeds from the sale of a Toronto development property in WCNUF I in which RioCan has an interest and the sale of certain marketable securities held as a portfolio investment. Interest Income Interest income for the three months and year ended December 31, 2013 was $3.8 million and $14.0 million respectively, an increase from the $3.2 million and $12.0 million in the same periods in 2012, due to higher mortgage receivable balances relating to mezzanine financing for development activities. Other Expenses Interest The components of interest expense are as follows (RioCan s interest): (thousands of dollars) Three months ended December 31, Increase Year ended December 31, 2013 2012 (decrease) 2013 2012 Increase (decrease) Total interest expense RioCan s interest $ 66,983 $ 66,011 1% $ 264,477 $ 261,128 1% Capitalized to real estate investments (6,506) (4,464) 46% (21,263) (17,956) 18% Net interest expense RioCan s interest (i) $ 60,477 $ 61,547 (2%) $ 243,214 $ 243,172 0% Percentage capitalized to real estate investments 10% 7% 8% 7% (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. The increase in total interest expense during the year ended December 31, 2013, compared to the same period in 2012, resulted primarily from higher aggregate debt levels during 2013 largely due to increased acquisition activity net of dispositions, partly offset by interest savings resulting from refinancing maturing debt at lower interest rates. As at December 31, 2013, the weighted average interest rate of RioCan s debt portfolio was 4.30%, a decrease of 36 basis points from the weighted average rate of 4.66% as at December 31, 2012. Interest is capitalized to investment properties when they are considered to be in active development. The amounts capitalized increased as a result of increased development activity in 2013 as compared to 2012. General and Administrative and Other Expenses The components of general and administrative expense and other costs, at RioCan s interest, are as follows: (thousands of dollars) Three months ended December 31, Increase Year ended December 31, 2013 2012 (decrease) 2013 2012 Increase (decrease) Non-recoverable salaries and benefits $ 13,796 $ 13,661 1% $ 33,497 $ 31,017 8% Public company costs 736 936 (21%) 4,107 4,114 (0%) Professional fees 2,065 1,786 16% 5,818 5,356 9% Unit based compensation expense 1,585 1,426 11% 5,925 5,171 15% Other general and administrative 3,045 1,427 113% 10,349 6,488 60% Directly capitalized to properties under development and tenant installations costs (i) (4,602) (3,844) 20% (14,088) (11,500) 23% General and administrative expense RioCan s interest (ii) $ 16,625 $ 15,392 8% $ 45,608 $ 40,646 12% Demolition costs 850 813 5% $ 3,173 $ 2,210 44% Aborted deal costs 551 50 nm 1,272 1,280 (1%) Transaction-related expense (recovery) (1,228) 1,065 (215%) 3,840 1,795 114% Foreign exchange (gain) loss 65 11 nm 170 (86) nm Other costs RioCan s interest (ii) $ 238 $ 1,939 (88%) $ 8,455 $ 5,199 63% General and administrative expense: As a percentage of rental revenue 1.5% 1.5% (0.0%) 4.1% 3.9% 0.2% As a percentage of total assets 0.1% 0.1% 0.3% 0.3% 0.0% (i) Amounts capitalized to properties under development and tenant installation costs are primarily comprised of salaries and benefits directly related to development and leasing activities at the properties. 59
(ii) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated earnings. nm not meaningful During the fourth quarter 2013, general and administrative expenses increased $1.2 million or 8% compared to the same period in 2012 primarily mainly due to a favourable sales tax recovery in the prior period and higher costs due to RioCan s new Texas platform as of October 2013. Transaction costs decreased in Q4 2013 by $2.3 million primarily as a result of a foreign currency gain realized upon the dissolution of certain of the Trust s equity method investments related to its US operations. This exchange gain was partially offset by higher selling commissions and legal costs on Canadian and US property dispositions during the current quarter. During the year ended December 31, 2013, general and administrative costs increased $5.0 million or 12% over 2012. Other general and administrative costs increased $3.9 million mainly due to a favourable sales tax recovery in 2012 and higher overall increases in administrative costs due to the growth of RioCan s US asset base and the establishment of the US platforms in New Jersey and Texas. Transaction costs increased $2.0 million year-over-year mainly due to higher legal and selling costs related to a substantial increase in the number of property dispositions completed in 2013 compared to 2012, partially offset by a $4 million realized foreign currency transaction gain related to the dissolution of two of the Trust s joint arrangements in the US. In addition, RioCan expects to complete a significant information technology initiative during the first half of 2014, which management expects will result in higher overall platform expenditures. ASSET PROFILE As at December 31, 2013, RioCan had ownership interests in a portfolio of 324 shopping centres comprising 71.2 million square feet (RioCan s share being 49.2 million square feet), compared to 333 shopping centres comprised of 74.5 million square feet (RioCan s share being 49.5 million square feet) at December 31, 2012. In addition, RioCan had ownership interests in development projects at December 31, 2013 that will, upon completion, comprise approximately 10.5 million square feet, of which RioCan s ownership interest will be approximately 4.9 million square feet. INVESTMENT PROPERTY (millions of dollars) 2013 2012 Investment property (RioCan s interest) is comprised of: Income properties $ 12,490 $ 11,857 Properties under development 583 440 Properties held for resale 46 47 Investment property RioCan s interest (i) $ 13,119 $ 12,344 (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated investment property. Change in the Fair Value of Investment Property During 2013 Of the $775 million increase in investment property (RioCan s interest) since December 31, 2012, the fair value gain for the year ended December 31, 2013, was $229 million of which $223 million relates to income properties and $6 million relates to properties under development. During this period, the capitalization rates used to value the portfolio are estimated to have decreased by 10 basis points. The table below provides the fair value and weighted average capitalization rate split between Canada and US: (in millions, except percentages) As at December 31, 2013 Weighted average Cap. rate* Value December 31, 2012 Weighted Average Cap. Rate* Value Canada 5.81% $ 11,005 5.91% $ 10,626 US 6.40% 2,114 6.58% 1,718 Total 5.91% $ 13,119 6.01% $ 12,344 * at RioCan s interest including its interest in equity accounted for joint ventures. 60
During 2013, the weighted average capitalization rates in Canada and the US decreased slightly by 10 and 18 basis points respectively, largely due to the change in the composition of the portfolio through acquisition and disposition activity and increased trading prices in the markets. In Canada, the rates decreased from 5.91% to 5.81%, and in the US from 6.58% to 6.40% on a year-over-year basis. The associated fair value gains in Canada and the US were $132 million and $97 million, respectively (each at RioCan s interest). The table below provides details of the average capitalization rates (weighted based on stabilized NOI) and ranges for each retail class and market category, at RioCan s interest, as at December 31, 2013. Canadian Portfolio Retail Class Weighted Average Cap. Rate* Overall Portfolio Primary Market Secondary Market Range Weighted Average Cap. Rate* Range Weighted Average Cap. Rate* Range Enclosed Shopping Centre 6.03% 5.0% 9.0% 5.75% 5.0% 7.0% 6.29% 5.1% 9.0% Grocery Anchored Shopping Centre 5.97% 5.2% 8.5% 5.77% 5.2% 7.0% 6.40% 5.8% 8.5% Mixed Use 5.81% 4.9% 8.0% 5.57% 4.9% 7.3% 7.18% 6.3% 8.0% New Format Retail 5.66% 5.1% 7.5% 5.47% 5.1% 6.8% 6.08% 5.3% 7.5% Non-Grocery Anchored Centre 6.44% 5.3% 8.8% 6.03% 5.3% 7.3% 6.98% 5.8% 8.8% Urban Retail 5.24% 4.8% 5.5% 5.24% 4.8% 5.5% n/a n/a n/a 5.81% 4.8% 9.0% 5.58% 4.8% 7.3% 6.29% 5.1% 9.0% * at RioCan s interest US Portfolio Retail Class Overall Portfolio North East** Texas Weighted Average Cap. Rate* Range Weighted Average Cap. Rate* Range Weighted Average Cap. Rate* Range Grocery Anchored Shopping Centre 6.31% 5.5% 7.5% 6.30% 5.5% 7.3% 6.34% 6.0% 7.5% New Format Retail 6.41% 5.5% 7.3% 6.53% 6.0% 7.3% 6.35% 5.5% 7.0% Non-Grocery Anchored Centre 7.50% 7.5% 7.5% 7.50% 7.5% 7.5% n/a n/a n/a 6.40% 5.5% 7.5% 6.47% 5.5% 7.5% 6.35% 5.5% 7.5% * at RioCan s interest **Area includes Connecticut, Maryland, Massachusetts, New Jersey, New York, Rhode Island, Pennsylvania, West Virginia, Virginia and New Hampshire. 61
INCOME PROPERTIES (millions of dollars) Year ended December 31, 2013 2012 Consolidated balance, beginning of year $ 11,278 $ 9,511 Acquisitions: Canada (i) 601 552 US (i) 228 217 Reclassification on dissolution of equity accounted investments 586 Changes in fair values of income properties 215 857 Capital expenditures 28 17 Dispositions (709) (71) Tenant installation costs 33 35 Transfers from properties under development 123 159 Transfers to properties under development (58) (13) Foreign currency translation 105 (20) Other 3 34 Consolidated balance, end of year $ 12,433 $ 11,278 Adjustment for RioCan s interest 57 579 Balance RioCan s interest, end of year (ii) $ 12,490 $ 11,857 (i) (ii) Comprised of the purchase price including closing costs and other acquisition related costs. See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated balance sheet. Acquisitions During 2013 During the three months ended December 31, 2013, RioCan completed acquisitions of interests in 16 income properties aggregating $274 million, representing RioCan s share of the purchase price and comprised of approximately 1.3 million additional square feet (including earn-out space). Included in these acquisitions during the quarter were three properties related to the Dunhill dissolution for a total purchase price of US$57 million as well as eight properties related to the RPAI dissolution for a total purchase price US$97 million. During the year ended December 31, 2013, RioCan completed acquisitions of interests in 32 income properties aggregating $849 million, representing RioCan s share of the purchase price comprised of approximately 3.0 million additional square feet (including earn-out space). 62
Property name and location Capitalization rate RioCan s purchase price (i) (millions) NLA at RioCan s interest (in thousands of sqft) Weighted average in place rent Asset class (ii) Year Built % Leased Weighted Average Remaining Lease Term (years) (iii) Largest tenant(s) and NLA (iv) (thousands of sqft) RioCan s ownership interest Q4 2013: CANADA Eagles Landing, Vaughan, ON 491 College Street, Toronto, ON (v) Canada Q4 2013 Acquisitions Q4 2013: UNITED STATES Acquisitions as part of the dissolution with Dunhill: Louetta Central, Houston, TX (additional 15.0%) LasPalmasMarketplace, El Paso, TX (additional 36.6%) Lincoln Square, Arlington, TX (additional 18.12%) Total acquisitions as part of the dissolution with Dunhill Acquisitions as part of the dissolution with Sterling: Ingram Hills, San Antonio, TX (additional 10%) Cinco Ranch, Katy (Houston), TX (additional 20%) Total acquisitions as part of the dissolution with Sterling Other acquisitions in Q4 2013 RPAI Unwind, TX (additional 20% in eight properties) LasPalmasMarketplace, El Paso, TX (additional 31.7% from Kimco) 6.2% $ 56 177 $ 21.34 GA 2009 93% 7 Metro (48), Dollarama (10) 0.8% 4 15 URB 1910 0% - 50% 5.8% $ 60 192 $ 19.67 6.4% $ 5 27 $ 12.49 NGA 2000 100% 5 Kohls (87), Ross Dress (30) 6.4% 38 233 10.40 NFR 2001 97% 8 Lowes (179), Kohls (87) 6.9% 16 86 14.07 NFR 1983 89% 4 Stein Mart (45), Best Buy (30) 6.5% 59 346 10.50 7.8% 1 8 8.79 GA 1978 100% 4 La Fiesta (43), Dollar General (11) 6.0% 6 20 15.83 NFR 2000 100% 4 Homegoods (26), Michael s (21) 6.2% 7 28 13.82 6.9% 100 513 14.36 Various 2003(Avg) 95% 6 Safeway (64), Hobby Lobby (61), JC Penny (98), Walmart (206), HEB (80), Kroger (61) 6.4% 32 202 10.40 NFR 2001 97% 8 Lowes (179), Kohls (87), HEB (62) Beekman Stop & Shop, 6.2% 16 40 23.75 GA 2010 100% 7 Stop N Shop (40) 100% Beekman, NY US Q4 2013 Acquisitions 6.7% $ 214 1,129 $ 12.79 Total Q4 2013 Acquisitions 6.5% $ 274 1,321 $ 13.79 Q3 2013: CANADA Colossus Centre, Vaughan, ON (additional 20%) Canada Q3 2013 Acquisitions 5.5% $ 40 116 $ 19.62 NFR 2000 100% 6 Cineplex (101), Marshalls (31), HomeSense (23), Costco* 5.5% $ 40 116 $ 19.62 100% 100% 68.3% 100% 100% 100% 100% 100% 100% 63
Property name and location Capitalization rate RioCan s purchase price (i) (millions) NLA at RioCan s Weighted interest average (in thousands in place of sqft) rent Asset class (ii) Year Built % Leased Weighted Average Remaining Lease Term (years) (iii) Largest tenant(s) and NLA (iv) (thousands of sqft) RioCan s ownership interest Q3 2013: UNITED STATES Acquisitions as part of the dissolution with Dunhill: Timber Creek Crossing, Dallas, TX (additional 20.0%) ArborPark,SanAntonio,TX (additional 15.0%) 5.8% $ 17 95 $ 11.32 NFR 2011 100% 14 Walmart (157), Sam s Club (157), JC Penney (104) 6.3% 4 21 13.37 GA 1998 99% 4 Ross Dress (30), Michaels (24), Office Max (24) 100% 100% Las Colinas Village, Irving, TX (additional 15.0%) Total acquisitions as part of the dissolution with Dunhill 6.8% 5 16 21.75 NFR 2001 100% 4 Staples (24) 100% 6.0% 26 132 12.92 Other acquisitions in Q3 2013 First Colony Center, California, MD Alamo Ranch Del Taco pad, San Antonio, TX Great Southwest Crossing Kroger Supermarket, Grand Prairie, TX 6.3% 21 98 13.79 GA 2000 98% 4 Giant Supermarket (47), Target*, Lowes* 6.0% 2 3 18.73 NFR 2008 99% 6 Dicks (50), Best Buy (45), Ross Dress for Less (30) 6.8% 7 61 12.93 GA 1998 100% 5 Kroger (61), Office Depot (21), PetSmart (18) 100% 100% 100% US Q3 2013 Acquisitions 6.2% $ 56 294 $ 13.28 Total Q3 2013 Acquisitions 5.9% $ 96 410 $ 15.07 Q2 2013: CANADA Oakville Place, Oakville, ON 5.0% $ 259 458 $ 25.26 ENC 1981/ 2004/ 2008 100% 2.9 The Bay (199), Sears (104), H&M (20) 100% Burlington Mall, Burlington, ON 5.0% 103 319 16.59 ENC 1968/ 2001/ 2004/ 2006 99% 2.0 Canadian Tire (130), Target (122), Goodlife Fitness (58) 50% South Cambridge Centre, Cambridge, ON (vi) 6.7% 35 190 12.95 GA 1978/ 2005 100% 1.1 Zehrs (115), Home Hardware (22), LCBO (10) 100% March Road, Ottawa, ON (additional 50%) 5.3% 21 54 21.32 GA 2012 100% 2.7 Sobeys (51), Rexall (15), Dollarama (9) 100% Shoppers City East, Ottawa, ON (additional 35.2%) 5.6% 10 52 12.06 NGA 1962/ 1975/ 1998 100% 0.2 Giant Tiger (35), Staples (20), Shoppers Drug Mart (16) 62.8% Dufferin Plaza, Toronto, ON 5.4% 27 65 22.96 NGA 1966/ 1978/ 2006/ 2007 100% 7.3 Staples (20), TD Bank (15), Cara (8) 100% Canada Q2 2013 Acquisitions Q2 2013: UNITED STATES Timber Creek Crossing: Two pads, Dallas, TX 5.2% $ 455 1,138 $ 18.62 5.6% $ 5 4 $ 60.28 NFR 2013 100% 10.5 Starbucks (3), Capital One (0.5) 100% US Q2 2013 Acquisitions 5.6% $ 5 4 $ 60.28 Total Q2 2013 Acquisitions 5.2% $ 460 1,142 $ 18.77 64
Property name and location Capitalization rate RioCan s purchase price (i) (millions) NLA at RioCan s Weighted interest average (in thousands in place of sqft) rent Asset class (ii) Year Built % Leased Weighted Average Remaining Lease Term (years) (iii) Largest tenant(s) and NLA (iv) (thousands of sqft) RioCan s ownership interest Q1 2013: CANADA Hunt Club phase I, Ottawa, ON Canada Q1 2013 Acquisitions Q1 2013: UNITED STATES Monroe Marketplace (TJ Maxx unit), Selinsgrove, PA 6.0% 16 145 7.82 NGA 2012 100% 48.8 Lowes (128) 100% 6.0% $ 16 145 $ 7.82 7.6% 3 24 9.30 NFR 2008 100% 14.1 TJ Maxx (24) 100% US Q1 2013 Acquisitions 7.6% $ 3 24 $ 9.30 Total Q1 2013 Acquisitions 6.3% $ 19 169 $ 8.03 2013 Acquisitions: Canada 5.3% $ 571 1,591 $ 17.84 US 6.6% 278 1,451 12.96 Total 2013 Acquisitions 5.7% $ 849 3,042 $ 15.51 (i) Excludes closing costs and other acquisition related costs. (ii) GA Grocery Anchored centre; NGA Non Grocery Anchored centre; NFR New Format Retail; MIX Mixed use retail; OUT Outlet mall; ENC Enclosed shopping mall; URB Urban retail (iii) Weighted average based on gross rental revenue (iv) NLA acquired includes earn-out space (v) 491 College Street: Property was acquired at land value; the extent of development plans are being contemplated (vi) South Cambridge Centre: Prior to acquisition, an existing tenant had the right embedded in its lease to purchase the centre. In addition to the purchase price paid to the vendor, RioCan paid $7 million to this tenant to remove the clause from the lease. * Shadow anchor Further details around RioCan s current quarter income property acquisitions are as follows. Canada On November 22, 2013 RioCan acquired a 100% interest in Eagles Landing, located in Vaughan, Ontario, for a purchase price of $56 million, which equates to a capitalization rate of 6.2%. Eagles Landing is a 177,031 square foot grocery anchored shopping centre anchored by Yummy Market, with other tenants such as The Beer Store, TD Bank and Starbucks. The property was acquired free and clear of financing. On December 20, 2013, RioCan completed its acquisition of a 50% interest in 491 College Street West in Toronto, Ontario. This acquisition was completed as part of the RioCan and Allied joint venture. 491 College Street West is a 15,170 square foot urban retail building, not currently tenanted. The purchase price for the property was $3.9 million at RioCan s interest, representing primarily land value. While the extent of redevelopment has not yet been finalized, RioCan s plan contemplates developing the structure at 491 College Street West into a three storey commercial destination with retail and commercial uses. The property was acquired free and clear of financing. US On October 2, 2013 RioCan acquired an additional 31.7% interest in Las Palmas Marketplace from Kimco, bringing RioCan s interest in the property to 100%. The purchase price for the 31.7% interest was US$32 million, which equates to a capitalization rate of 6.4%. A 36.6% interest in the property was also acquired from Dunhill as part of the Dunhill joint venture dissolution. Las Palmas Marketplace is the dominant open-air regional shopping centre in El Paso, Texas. The property boasts architectural appeal, a good location and a strong tenant mix, which includes Lowe s and Kohl s, amongst others on ground leases. The centre is shadow-anchored by a 20-screen Cinemark Theatre. In connection with the acquisition, RioCan assumed US$15 million of mortgage financing carrying an interest rate of 5.4%, with a maturity date of April 2022. On October 8, 2013, RioCan acquired a 100% interest in Beekman Stop & Shop located in Beekman, New York at a purchase price of US$16 million, which equates to a capitalization rate of 6.2%. Beekman Stop & Shop is a 40,416 square foot single-tenant building occupied by Stop & Shop grocery store. The property was acquired free and clear of financing. 65
US Sterling dissolution On December 10, 2013 RioCan acquired an additional 10% interest in Ingram Hills Shopping Center from partner Sterling, bringing RioCan s ownership interest in the property to 100%. The purchase price for the additional 10% interest was US$1 million, at a capitalization rate of 7.8%. Ingram Hills Shopping Center is an 80,397 square foot infill grocery anchored neighbourhood retail centre located in San Antonio, Texas. The property is anchored by a 43,279 square foot La Fiesta which is a high volume Hispanic grocer. Other notable tenants include Dollar General, Little Caesars and Chase Bank. In connection with the acquisition, RioCan assumed Sterling s share of the mortgage financing in the amount of US$0.4 million, bearing interest at 6.10% and maturing in August 2017. On December 11, 2013 RioCan acquired an additional 20% interest in Cinco Ranch from partner Sterling, bringing RioCan s ownership interest in the property to 100%. The purchase price for the additional 20% interest was US$5 million, at a capitalization rate of 6.0%. Cinco Ranch is a 271,761 square foot retail power centre. In addition to the strong junior anchor tenant presence provided by HomeGoods, Michaels and OfficeMax, the property sits on both sides of an approximately 174,000 square foot Super Target which owns its own parcel. Other tenants include national and regional retailers such as Mattress Giant, RadioShack and Supercuts. In connection with the acquisition, RioCan assumed Sterling s share of the mortgage financing in the amount of US$2 million, bearing interest at 7.30% and maturing in May 2019. US Dunhill dissolution The dissolution of RioCan s joint venture arrangement with Dunhill was completed during the third quarter and October of 2013 on a property-by-property basis. RioCan and Dunhill had an existing portfolio comprised of six assets, all within Texas. The ownership interests varied between each of the six assets and further information is provided in the table below. The six properties comprise approximately two million square feet of conventional retail space. Under the terms of the agreement, Dunhill conveyed to RioCan its interest in each of the six properties for a purchase price of US$83.5 million, representing a weighted average capitalization rate of 6.4%. RioCan assumed Dunhill s share of existing mortgage financing on the six properties aggregating approximately US$42 million at a weighted average rate of 5.0%. Along with full ownership of the assets, RioCan assumed leasing and management duties on the six properties. Three of the six transactions for an amount of US$26 million closed in the third quarter and the remaining three transactions closed in October 2013. The following table provides a summary of the properties previously owned by the RioCan and Dunhill joint venture, including the closing date for RioCan s acquisition of each property. Property Location Dunhill s Interest RioCan s Interest Property NLA at 100% (thousands) Closing date 1 Timber Creek Crossing Dallas, TX 20.00% 80.00% 474 14 Aug 2013 2 Arbor Park San Antonio, TX 15.00% 85.00% 140 13 Sep 2013 3 Las Colinas Village Irving, TX 15.00% 85.00% 105 13 Sep 2013 4 Louetta Central Houston, TX 15.00% 85.00% 180 1 Oct 2013 5 Las Palmas Marketplace* El Paso, TX 36.60% 31.70% 637 2 Oct 2013 6 Lincoln Square Arlington, TX 18.12% 81.88% 472 9 Oct 2013 2,008 * Remaining interest acquired from Kimco in October 2013. US RPAI dissolution RioCan announced on May 6, 2013 that it had entered into an agreement to dissolve its joint venture arrangement with RPAI. The transaction closed on October 1, 2013. Since 2010, RioCan and RPAI had amassed a high quality portfolio of 13 properties in Texas, which were owned 80% by RioCan and 20% by RPAI. Under the terms of the dissolution, RPAI conveyed its 20% managing interest in eight properties to RioCan, for a purchase price of US$96.6 million. RioCan assumed RPAI s share of the existing mortgage financing on five of the properties aggregating to US$41.8 million. In turn, RioCan conveyed its 80% interest in the remaining five properties to RPAI for a purchase price of US$102.8 million. RPAI assumed RioCan s portion of the mortgage financing of US$54.3 million. RioCan took over the leasing and management functions of the properties on closing. 66
The following table provides a summary of the properties previously owned by the RioCan and RPAI joint venture that were acquired by RioCan. The dissolution was completed on October 1, 2013 with RioCan acquiring RPAI s 20% interest in each of the following properties. Property Location in Texas Property NLA at 100% (thousands) 1 1890 Ranch Austin 487 2 Southpark Meadows I & II Austin 923 3 Great Southwest Crossing Grand Prairie 168 4 Suntree Square Southlake 99 5 Bear Creek Shopping Center Houston 88 6 Riverpark Shopping Center I & II Sugar Land 253 7 Alamo Ranch San Antonio 424 8 Bird Creek Crossing Temple 125 2,567 Income Property Acquisition Completed Subsequent to December 31, 2013 Subsequent to year end, RioCan completed the acquisition of the remaining 40% interest in Whiteshield Plaza, bringing RioCan s interest in the property to 100%. Whiteshield Plaza is a 156,000 square foot grocery anchored shopping centre located in Toronto, Ontario. The additional 40% interest was acquired at a purchase price of $11 million, representing a capitalization rate of 5.5%. In connection with the acquisition, RioCan assumed outstanding mortgage financing of $8 million, bearing interest at Banker s Acceptance plus 1.85%, maturing in September 2015. Income Property Acquisitions under Contract Firm Acquisitions RioCan has one income property acquisition under firm contract in the US where conditions have been waived that, if completed, represents an acquisition of US$9 million at RioCan s interest, at a capitalization rate of 8.0%. US The acquisition of a 100% interest in a 64,329 square foot single-tenant building at Riverpark Shopping Center in Sugar Land (Houston), Texas. The purchase price for the building, which is tenanted by Gander Mountain, is US$9 million, equating to a capitalization rate of 8.0%. The building will be acquired free and clear of financing and the acquisition is expected to close in the first half of 2014. In 2010, RioCan acquired an 80% interest in Riverpark Shopping Center, which was later increased to a 100% interest as part of the RPAI dissolution on October 1, 2013. Riverpark Shopping Center is a 375,599 square foot new format retail centre divided into two phases. Phase I is anchored by an 80,400 square foot HEB Grocery while Phase II is anchored by a 38,000 square foot LA Fitness and a 15,000 square foot Dollar Tree. There is also a strong mix of national tenants to complement the anchors including Walgreens, Bank of America and Starbucks. Conditional Acquisitions RioCan has one income property under contract in Canada where conditions have not yet been waived that, if completed, represents an acquisition of $3 million, at RioCan s interest. The transaction is undergoing due diligence procedures and while efforts will be made to complete the transactions, no assurance can be given. 67
Acquisitions During 2012 Location Capitalization rate RioCan s purchase price (i) (millions) NLA (in sqft) at RioCan s interest (ii) (thousands) Canada 5.7% $ 98 274 US 6.7% 280 1,743 Fourth Quarter 2012 Acquisitions 6.4% $378 2,017 Canada 5.5% 347 584 US 7.8% 22 89 Third Quarter 2012 Acquisitions 5.7% $369 673 Canada 6.4% 34 179 US 6.9% 53 305 Second Quarter 2012 Acquisitions 6.7% $ 87 484 Canada 6.2% 64 220 US 6.7% 28 107 First Quarter 2012 Acquisitions 6.4% $ 92 327 2012 Acquisitions: Canada 5.7% $543 1,257 US Retail Properties 6.7% 28 107 Kimco 6.7% 46 233 Sterling 8.0% 7 72 Dunhill 7.1% 70 361 Without Partner 6.6% 232 1,471 6.8% 383 2,244 2012 Acquisitions 6.1% $926 3,501 (i) (ii) Excludes closing costs and other acquisition related costs NLA acquired includes earn-out space 68
Dispositions During 2013 Canadian Disposition Activity As a further means of raising and re-cycling capital, the Trust evaluates the sale of selected assets as part of a process of actively managing the portfolio and a means of increasing the portfolio weighting to the urban markets in Canada. During the three months ended December 31, 2013, RioCan completed dispositions of five income properties aggregating $226 million at a weighted average sales capitalization rate of 5.5%, comprised of approximately 819,000 square feet. During the year ended December 31, 2013, RioCan completed dispositions of 13 income properties aggregating $616 million at a weighted average sales capitalization rate of 5.9%, comprised of approximately 2.8 million square feet. Property name and location Sales capitalization rate RioCan s sales price (millions) Debt associated with property (millions) GLA disposed of at RioCan s interest (in thousands of sqft) Asset class (i) Ownership interest disposed of by RioCan Q4 2013 Oakridge Centre The Beer Store, London, ON (ii) 9.5% $ 1 $ 6 GA 100% Centre de la Concorde, Laval, QC 8.3% 9 109 NFR 100% Coulters Mill Marketplace, Thornhill, ON 5.6% 21 74 NGA 100% Enterprise / Brick Plaza / United Furniture, Windsor, ON 6.1% 2 49 NGA 100% Quartier DIX30, Montréal, PQ (iii) 5.4% 193 93 581 NFR 50% Total Q4 2013 Dispositions 5.5% 226 93 819 Q3 2013 Port Elgin Shopping Centre, Port Elgin, ON 7.7% 4 47 NFR 100% Dougall Plaza, Windsor, ON 9.6% 4 127 GA 100% Midtown Mall, Oshawa, ON 11.2% 8 137 GA 100% Total Q3 2013 Dispositions 9.9% 16 311 Q2 2013 RioCan Centre Thunder Bay, Thunder Bay, ON 5.9% 63 11 333 NFR 100% Mega Centre Lebourgneuf, Quebéc City, PQ 6.0% 108 30 457 NFR 100% RioCan Ste. Foy, Quebéc City, PQ 6.0% 131 526 NFR 100% Wheeler Park, Moncton, NB 6.0% 62 26 272 NFR 100% Total Q2 2013 Dispositions 6.0% 364 67 1,588 Q1 2013 St. Clair Beach, Windsor, ON 7.8% 10 76 GA 100% Total Q1 2013 Dispositions 7.8% 10 76 Total 2013 Dispositions 5.9% $ 616 $ 160 2,794 (i) (ii) (iii) GA Grocery Anchored Centre; NGA Non Grocery Anchored Centre; NFR New Format Retail Oakridge Centre: The sale of the Beer Store unit took place as another tenant at the centre exercised an option in its lease to acquire the unit Quartier DIX30: The property, which is located in one of RioCan s six target markets, was not sold as part of RioCan s objective of paring its secondary market portfolio Subsequent to year end, RioCan sold two income properties at a sales price of $48 million, comprised of Mega Centre Beauport in Quebec City, Quebec, a 181,000 square foot new format retail centre at a sales price of $47 million representing a capitalization rate of 6.1% and Madawaska Centre in St. Basile, New Brunswick, a 272,000 square foot property at a sales price of $1 million based on land value. Both properties were free and clear of financing at the time of sale. Income Property Dispositions under Contract RioCan has one property disposition under firm contract where conditions have been waived pursuant to a purchase and sale agreement at a sales price of $5 million, a price determined on a per acre basis according to an existing agreement. The disposition pertains to a 52,000 square foot Canadian Tire unit at Millcroft Shopping Centre, which is a 370,000 square foot new format retail centre located in Burlington, Ontario. There is no debt associated with the property. 69
Additionally, RioCan is in the process of marketing for sale three land parcels with a total fair value as at December 31, 2013 calculated in accordance with IFRS of approximately $7 million. The land parcels are free and clear of financing. RioCan is under no obligation to proceed with the proposed dispositions which, if completed, will be done to facilitate its objective of paring its portfolio and focusing on major markets. US Disposition Activity On October 1, 2013, RioCan completed the dissolution of its joint venture agreement with RPAI, which had been announced on May 6, 2013. Under the terms of the dissolution, RioCan conveyed its 80% interest in five properties to RPAI for a purchase price of US$103 million. RPAI assumed RioCan s portion of the mortgage financing of US$54 million. The following table provides a summary of the properties previously owned by the RioCan and RPAI joint venture that were acquired by RPAI. The dissolution was completed on October 1, 2013 with RPAI acquiring RioCan s 80% interest in each of the following properties. Property Location in Texas Property NLA at 100% (thousands) 1 Southlake Corners Southlake 135 2 Coppell Town Center Coppell 91 3 Sawyer Heights Houston 108 4 New Forest Crossing Houston 148 5 Cypress Mill Plaza Houston 116 598 Property Ownership by Geographic Area (square feet) At December 31, 2013 Provincial RioCan s Interest NLA Partners interests Retailer owned anchors Total Site NLA Ontario Central 17,699,033 3,892,506 3,210,684 24,802,223 Ontario East 5,218,701 1,029,078 1,257,045 7,504,824 Ontario West 2,264,494 80,694 565,187 2,910,374 Total Ontario 25,182,227 5,002,278 5,032,916 35,217,421 Quebec 5,699,394 861,561 868,053 7,429,008 Alberta 4,205,304 1,969,539 2,175,151 8,349,994 British Columbia 2,486,667 1,475,554 426,074 4,388,295 New Brunswick 804,441 134,565 95,000 1,034,005 Saskatchewan 267,496 267,496 Newfoundland 212,235 212,235 Manitoba 265,415 201,568 92,604 559,587 Prince Edward Island 166,273 166,273 332,545 Nova Scotia 68,995 68,995 137,990 USA 9,881,612 58,224 3,354,708 13,294,544 Income Producing Properties 49,240,058 9,938,556 12,044,506 71,223,120 Properties Under Development 4,910,337 4,304,663 1,285,000 10,500,000 Total 54,150,395 14,243,219 13,329,506 81,723,120 70
Six High Growth Markets RioCan s interests NLA Partners interests Retailer owned anchors Total site NLA Calgary, Alberta 2,162,674 754,311 1,265,971 4,182,956 Edmonton, Alberta 1,313,631 1,183,521 757,680 3,254,832 Montreal, Quebec 3,365,902 683,767 149,553 4,199,222 Ottawa, Ontario (i) 3,356,419 758,305 1,012,000 5,126,724 Toronto, Ontario (ii) 13,422,647 3,081,357 2,172,609 18,676,613 Vancouver, British Columbia (iii) 1,334,463 1,053,180 373,074 2,760,717 Income Producing Properties 24,955,736 7,514,441 5,730,887 38,201,064 Properties Under Development 4,419,337 4,304,663 1,043,000 9,767,000 Total 29,375,073 11,819,104 6,773,887 47,968,064 Notes: (i) Area extends from Nepean and Vanier, to Gatineau, Quebec. (ii) Area extends north to Newmarket, west to Burlington and east to Ajax. (iii) Area extends east to Abbotsford. Portfolio Geographic Diversification At December 31, 2013 Area Percentage of annualized rental revenue Occupancy percentage Percentage of area occupied by anchor and national tenants Percentage of annualized rental revenue from anchor and national tenants Ontario Central 36.1% 42.2% 97.9% 85.4% 88.8% Ontario East 10.6% 10.4% 96.6% 90.1% 86.8% Ontario West 4.6% 4.1% 97.6% 90.9% 88.7% Total Ontario 51.3% 56.7% 97.6% 86.9% 88.4% Quebec 11.6% 10.1% 97.0% 82.3% 82.5% Alberta 8.5% 10.3% 99.0% 85.3% 81.5% British Columbia 5.1% 5.4% 96.7% 88.5% 83.6% New Brunswick 1.6% 0.9% 65.5% 87.7% 82.8% Saskatchewan 0.5% 0.4% 88.2% 93.2% 81.0% Newfoundland 0.4% 0.3% 97.2% 91.2% 85.9% Manitoba 0.5% 0.5% 94.5% 79.2% 73.2% Prince Edward Island 0.3% 0.3% 99.3% 97.3% 93.8% Nova Scotia 0.1% 0.1% 100.0% 97.0% 91.9% USA 20.1% 15.0% 96.8% 89.3% 85.7% Total Portfolio 100.0% 100.0% 96.9% 86.9% 86.2% Capital Expenditures on Income Properties Capital spending for new property acquisitions, greenfield developments and the redevelopment of RioCan s existing properties to create and/or extract additional value are expected to improve the overall earnings capacity of the property portfolio. RioCan considers such amounts to be investing activities. As a result, RioCan does not expect such expenditures to be funded from cash flows from operating activities and does not consider such amounts as a key determinant in setting the amount that is distributed to its unitholders. Productive capacity maintenance capital expenditures refer to capital expenditures that are necessary to maintain the existing earnings capacity of the Trust s property portfolio and are dependent upon many factors, including, but not limited to the age and 71
location of the income properties. As at December 31, 2013, the estimated weighted average age of the income property portfolio is 19.9 and 11.3 years for the Canadian and US portfolios respectively (December 31, 2012 17.4 and 11.1 years for the Canadian and US portfolios respectively). Productive capacity maintenance capital expenditures are considered in determining RioCan s calculation of AFFO, which influences amounts that are distributed to Unitholders, primarily consist of: Leasing commissions and tenant improvements RioCan s portfolio requires ongoing investments of capital for tenant installation costs related to new and renewal tenant leases. Tenant installation costs consist of tenant improvements and other leasing costs, including certain costs associated with RioCan s internal leasing professionals, primarily compensation costs. Investments of capital for tenant installation costs for RioCan s income properties are dependent upon many factors, including, but not limited to, the lease maturity profile, unforeseen tenant bankruptcies and the location of the income properties. Recoverable and non-recoverable maintenance capital expenditures RioCan also invests capital on a continuous basis to physically maintain the income properties. Typical costs incurred are for roof replacement programs and the resurfacing of parking lots. Tenant leases generally provide for the ability to recover a significant portion of such costs from tenants over time as property operating costs. RioCan expenses or capitalizes these amounts to income properties, as appropriate. As the majority of the portfolio is located in Canada and the northeastern US, the majority of such activities occur when weather conditions are favourable. As a result, these expenditures are not consistent throughout the year. Expenditures for leasing commissions and tenant improvement and recoverable and non-recoverable maintenance capital included in consolidated income properties are as follows: (millions of dollars) Year ended December 31, 2013 2012 Estimated expenditures for 2014 Normalized expenditures Leasing commissions and tenant improvements $ 28 34 $ 28 $ 24 to $30 Maintenance capital expenditures: Recoverable from tenants 19 10 15 $ 13 to $16 Non-recoverable from tenants 7 7 7 $ 6 to $9 $ 54 51 $ 50 $ 43 to $55 Office capital investment (i) 4 4 $ 58 55 $ 50 $ 43 to $55 (i) Expenditures related to one-time upgrades to mechanical/electrical components (that will have a 30-year life) of the office component of RioCan Yonge Eglinton Centre, and a portion of which is recoverable from the office tenants. Joint Venture and Partnership Activities Co-ownership activities represent real estate investments in which RioCan owns an undivided interest and where it has joint control with its partners. Through September 30 th, 2013, RioCan recorded its proportionate share of assets, liabilities, revenue and expenses of all co-ownerships in which it participates except for the following joint ventures, which are recorded on the equity basis of accounting: RPAI, Kimco/Dunhill and Montgomery LP. Thereafter, the RPAI and Kimco/Dunhill (Las Palmas) joint ventures were dissolved (see 2013 Change in Accounting Policy ). RioCan consolidated 100% of the accounts of the Sterling and Whiteshield properties. Where there is a party with a minority investment in a property that the Trust controls, that minority interest is reflected as Non-controlling interest in the 2013 Annual Financial Statements. As of October 1, 2013, the properties wholly-owned through the former RPAI joint venture are consolidated. The Trust s co-ownership arrangements are governed by co-ownership agreements with its various partners. RioCan s standard co-ownership agreement provides exit and transfer provisions, including, but not limited to, buy/sell and/or right of first offers that allow for the unwinding of these co-ownership arrangements should the circumstances necessitate. Generally, the Trust is only liable for its proportionate share of the obligations of the co-ownerships in which it participates, except in limited circumstances. Credit risk arises in the event that co-owners default on the payment of their proportionate share of such obligations. Co-ownership agreements will typically provide RioCan with an option to remedy any non-performance by a defaulting co-owner. These credit risks are mitigated as the Trust has recourse against the asset under its co-ownership agreements in the event of default by its co-owners, in which case the Trust s claim would be against both the underlying real estate investments and the co-owners that are in default. In addition to the matter noted above, RioCan has provided guarantees on debt totaling $282 million as at December 31, 2013 (December 31, 2012 $235 million) on behalf of partners and co-owners. 72
RioCan s more significant joint venture relationships are as follows: KingSett KingSett is a private equity real estate business with investments focused on office, retail and industrial properties in the central and suburban business districts of Canada s major markets. Partnership with RioCan focused on acquisitions of greenfield development and prominent urban centres with intensification and/or redevelopment potential. Total assets of $548 million, with RioCan s interest at 50%. Two income properties in the Greater Toronto Area Yonge Sheppard Centre (intensification project) and Burlington Mall. Two Alberta development projects - Sage Hill and Calgary East Village. Allied Allied is a leading owner, manager and developer of urban office environments. Partnership with RioCan focused on acquisition and redevelopment of sites focused on urban areas of major Canadian cities that are well suited for mixed use intensification. Total assets of $80 million, with RioCan s interest at 50%. Two Toronto development projects College & Manning and King & Portland. Allied/Diamond The Well joint venture (formally known as Downtown West) formed with partners, Allied and Diamond, acquired 7.74 acres of land since December 2012 in downtown Toronto. RioCan and Allied have an undivided 40% interest and Diamond has an undivided 20% interest (RioCan s effective ownership is 43.9% as a result of its investment in Diamond s WCNUF). The site is currently the home of the Globe and Mail newspaper. The property will be redeveloped as a mixed-use development comprising approximately 3.2 million square feet of retail, office and residential space. Tanger Tanger is a public REIT since 1993 and a leading developer and manager of outlet shopping centres in the U.S., each one known as a Tanger Outlet Centre. Partnership with RioCan focused on acquisition, development and leasing of outlet shopping centres similar in concept and design to those within the existing Tanger US portfolio, located in close proximity to larger urban markets and tourist areas across Canada. Total assets of $226 million, with RioCan s interest at 50%. Three income properties in Ontario and Quebec Cookstown Outlet Mall (intensification project), Les Factories and Le Carrefour Champetre. Two development projects West Kanata Lands (Ontario) and the firm acquisition of Calaway Park (Alberta). Trinity Trinity has played a prominent role in the development of new format regional retail centres across Canada. Partnership with RioCan focused on acquisition and development of greenfield projects. Total assets of $540 million, at RioCan s interest. 11 income producing and development properties, located primarily in Ontario and Alberta. RioCan and Trinity are currently in discussions for RioCan to acquire Trinity s interests in three development properties. Closings are anticipated during Q1 2014. Kimco Kimco is a publicly traded REIT that owns and operates North America s largest portfolio of neighbourhood and community shopping centres. Represents RioCan s largest joint venture partner. Primary focus is on ownership of income producing properties. 45 Canadian investment properties and one US property, representing nearly 50% of the Trust s total JV properties. Total assets of $2.4 billion. CPPIB CPPIB is a professional investment management firm that invests the assets of the Canada Pension Plan. Four investment properties. Major partner on two Alberta development projects (East Hills and McCall Landing) and The Stockyards Toronto development. Total assets of $369 million, at RioCan s interest. 73
Selected Financial Information by Joint-Venture proportionate share (millions of dollars) As at December 31, 2013 For the three months ended December 31, 2013 For the year ended December 31, 2013 Number of Investment Properties (i) Total Assets Total Liabilities NOI NOI Allied 2 $ 40 $ 8 $ $ 1 The Well JV (Allied/Diamond) 1 71 39 1 Bayfield Realty Advisors 5 110 36 2 6 CMCH Pension Fund 1 47 21 1 2 CPPIB 4 369 62 5 18 CPPIB/Trinity 3 108 25 Devimco (ii) 2 10 Dunhill (iii) 11 First Gulf Corporation 1 72 37 1 3 Kimco (Incl. US) 46 1,258 438 18 72 Kimco/Dunhill (iii) 2 KingSett 4 274 127 3 10 Metropia and Bazis Inc. 1 43 18 RPAI (iii) 26 Sterling (iii) 2 Sun Life 3 71 13 1 4 Tanger 4 113 13 1 4 Trinity (iv) 11 540 204 7 31 Other 11 168 62 2 9 Total Joint-Venture 97 $ 3,284 $ 1,103 $ 43 $ 212 (i) Includes properties under development. (ii) The Quartier DIX30 property was sold in the fourth quarter of 2013. (iii) See acquisition section for detail of transactions that closed in Q4 2013. (iv) RioCan is currently in discussions with Trinity to acquire their interests in three development properties. Closings are anticipated to be completed during Q1 2014. For further details, refer to section 2013 Operating Highlights. 74
RioCan s proportionately consolidated co-ownerships, partnerships and consolidated joint ventures are as follows: Summary of Joint Venture Information (thousands of square feet, except other data) As at December 31, 2013 RioCan s ownership interest Number of income properties assets (i) NLA of income properties assets at 100% Number of PUD projects (i) NLA upon completion of PUD projects at 100% Proportionately consolidated joint ventures Kimco Realty Corporation (Kimco) 15.5% 50% 45 9,332 Trinity Development Group (Trinity) (iii) 31.25% 75% 7 1,685 2 387 Canada Pension Plan Investment Board (CPPIB) 50% 4 1,818 CPPIB/Trinity 25% 37.5% 3 3,177 Sun Life Financial (Sun Life) 20% 40% 3 824 Other (ii) 30% 75% 22 5,483 8 3,557 81 19,142 13 7,121 Fully consolidated joint ventures Whiteshield (iv) 60% 1 163 1 163 Equity accounted joint ventures Other 80% 2 995 2 995 84 20,300 13 7,121 (i) (ii) (iii) (iv) The number of properties under development (PUD) includes those properties with phased development where tenancies have already commenced operations, as per the Development Pipeline Summary. Includes joint ventures with Allied and Diamond Corp. (Diamond), Allied Properties REIT (Allied), Tanger Factory Outlets (Tanger) and various other joint venture partners. RioCan is currently in discussions with Trinity to acquire their interests in three development properties. Closings are anticipated to be completed during Q1 2014. For further details, refer to section 2013 Operating Highlights. Subsequent to year end, RioCan completed the acquisition of the remaining 40% interest in an income property, bringing RioCan s interest in the property to 100%. 75
Total Assets by Joint Venture proportionate share As at December 31, 2013 (millions of dollars) Income properties Properties under development Properties held for resale Other (i) Total December 31, 2012 Proportionately consolidated joint ventures Kimco $ 1,181 $ 4 $ 1 $ 9 $ 1,195 $ 1,160 Trinity (v) 463 49 9 4 525 855 CPPIB 362 6 1 369 363 CPPIB/Trinity 13 95 108 98 Devimco (ii) 186 Sun Life 69 1 1 71 68 Other (iii) 670 198 17 44 929 688 Total assets of proportionately consolidated joint ventures 2,758 353 27 59 3,197 3,418 Fully consolidated joint ventures Dunhill (iv) 126 Sterling (iv) 25 Whiteshield (vi) 15 15 14 Total assets of fully consolidated joint ventures 15 15 165 Equity accounted joint ventures RPAI (iv) 553 Other 68 4 72 89 Total assets of equity accounted joint ventures 68 4 72 642 Total Joint Venture $ 2,841 $ 353 $ 27 $ 63 $ 3,284 $ 4,225 (i) Primarily includes cash, rents receivable and other operating related expenditures receivable from tenants. (ii) The Quartier DIX30 property was sold in the fourth quarter of 2013. (iii) Includes joint ventures with Tanger, Allied, Allied and Diamond and various other joint venture partners. (iv) For further details on the Texas joint venture dissolutions, please refer to section Acquisitions During 2013. (v) RioCan is currently in discussions with Trinity to acquire their interests in three development properties. Closings are anticipated to be completed during Q1 2014. For further details, refer to section 2013 Operating Highlights. (vi) Subsequent to year end, RioCan completed the acquisition of the remaining 40% interest in an income property, bringing RioCan s interest in the property to 100%. 76
Total Liabilities by Joint-Venture proportionate share (millions of dollars) As at December 31, 2013 December 31, 2012 Proportionately consolidated joint ventures Kimco $ 407 $ 471 Trinity 204 293 CPPIB 62 62 CPPIB/Trinity 25 13 Devimco (i) 96 Sun Life 13 13 Other (ii) 357 288 Total liabilities of proportionately consolidated joint ventures 1,068 1,236 Fully consolidated joint ventures Dunhill (iii) 72 Sterling (iii) 13 Total liabilities of fully consolidated joint ventures 85 Equity accounted joint ventures RPAI (iii) 275 Other 35 49 Total liabilities of equity accounted joint ventures 35 324 $ 1,103 $ 1,645 (i) The Quartier DIX30 property was sold in the fourth quarter of 2013. (ii) Includes joint ventures with Tanger, Allied, Allied and Diamond and various other joint venture partners. (iii) For further details on the Texas joint venture dissolutions, please refer to section Acquisitions During 2013 in RioCan s Management s Discussion and Analysis for the year ended December 31, 2013. 77
Net Operating Income ( NOI ) by Joint Venture proportionate share (millions of dollars) Year ended December 31, 2013 2012 Proportionately consolidated joint ventures Kimco $ 68 $ 68 Trinity 30 38 CPPIB 18 18 Devimco (i) 10 10 Sun Life 4 4 Other (ii) 37 33 Total NOI of proportionately consolidated joint ventures 167 171 Fully consolidated joint ventures Dunhill (iii) 10 10 Sterling (iii) 2 1 Whiteshield 1 1 Total NOI of fully consolidated joint ventures 13 12 Equity accounted joint ventures RPAI (iii) 26 34 Other 6 4 Total NOI of equity accounted joint ventures 32 38 $ 212 $ 221 (i) The Quartier DIX30 property was sold in the fourth quarter of 2013. (ii) Includes joint ventures with Tanger, Allied, Allied and Diamond and various other joint venture partners. (iii) For further details on the Texas joint venture dissolutions, please refer to section Acquisitions During 2013 in RioCan s Management s Discussion and Analysis ( MD&A ) for the year ended December 31, 2013. PROPERTIES UNDER DEVELOPMENT RioCan has a development program primarily focused on new format and urban retail centres. The provisions of the Trust s Declaration have the effect of limiting direct and indirect investments, net of related mortgage debt, in non-income producing properties to no more than 15% of the Adjusted Unitholders Equity of the Trust. Adjusted Unitholders Equity is a non-gaap measure defined in RioCan s Declaration as the amount of unitholders equity plus the amount of accumulated amortization of income properties recorded by the Trust, calculated in accordance with GAAP. At December 31, 2013, RioCan was in compliance with this restriction. RioCan undertakes such developments on its own, or on a co-ownership or partnership basis, with established developers to whom the Trust generally provides mezzanine financing. With some exceptions for land in the high growth markets, RioCan will generally not acquire or fund significant expenditures for undeveloped land unless it is zoned and an acceptable level of space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends itself to phased construction keyed to leasing levels, which avoids the creation of meaningful amounts of vacant space. In addition to RioCan s various development projects, the Trust also contributes to portfolio growth through the intensification and redevelopment of existing properties where RioCan has identified opportunities to increase density or add to an existing asset. This intensification and redevelopment of existing properties contributes to NOI growth in an efficient manner, leveraging the existing asset base, and can also lead to significant gains resulting from the sale of residential rights. 78
Outlet Centre 4% Convenience Retail 2% Main Street/Urban 33% 18% Alberta 11% Ottawa 9% Other Ontario 5% New Brunswick 24% GTA Power Centre 60% 33% Toronto Development square feet by Property Type as at December 31, 2013 Development square feet by Geographic Area as at December 31, 2013 Development Properties Continuity The change in the IFRS consolidated net carrying amount is as follows: (millions of dollars) Year ended December 31, 2013 2012 Consolidated balance, beginning of year $ 440 $ 347 Acquisitions (i) 56 99 Development expenditures 141 129 Changes in fair values of properties under development 6 11 Completion of properties under development (123) (159) Transfers from income properties 58 13 Other 5 Consolidated balance, end of year $ 583 $ 440 (i) Comprised of the purchase price including closing costs and other acquisition related costs. DEVELOPMENT PROPERTY ACQUISITIONS RioCan did not acquire any development properties during the three months ended December 31, 2013. During the year ended December 31, 2013, RioCan acquired interests in four development properties at an aggregate purchase price of $56 million, at RioCan s interest. Property name and location RioCan s purchase price (i) (millions) Expected NLA (in sqft) at RioCan s interest upon completion of redevelopment Asset class to be redeveloped (ii) Expected year of completion Partners RioCan s ownership interest Acquisitions of development sites Sage Hill Crossing, Calgary, AB (iii) $ 16 191,500 NFR 2015 KingSett (50%) 50% Calgary East Village, Calgary, AB (iv) 10 158,000 MIX (vii) KingSett (50%) 50% West Kanata Lands, Kanata, ON (v) 15 178,500 OUT 2015 Tanger (50%) 50% The Well: Globe & Mail lands phase II, Toronto, ON (vi) 15 400,000 MIX 2019 Total acquisitions of development sites $ 56 928,000 Allied (40%), Diamond Corp. (20%) 40% (i) (ii) Excludes closing costs and other acquisition related costs. URB Urban Retail; MIX Mixed Use Centre; NFR New Format Retail; OUT Outlet Mall; OFF Office 79
(iii) Sage Hill Crossing is a 34 acre greenfield development site located in Northwest Calgary, Alberta. The site was acquired free and clear of financing and RioCan will develop and manage the asset on behalf of the joint venture. Once completed, the anticipated gross leasable area is 383,000 square feet of retail use. Development has commenced during 2013. The development will be anchored by a Walmart Superstore and a Loblaws Foodstore. (iv) Calgary East Village is a 2.8 acre site located in the East Village area of downtown Calgary, Alberta. The site was acquired free and clear of financing and RioCan will develop, lease and manage the property on behalf of the joint venture. The joint venture is contemplating the development of 316,000 square feet of mixed use retail and office space, with development anticipated to commence in 2015. (v) The West Kanata Land is a 52.5 acre parcel of land located in Kanata, Ontario, approximately 20 kilometres west of Ottawa, Ontario. The site was acquired free and clear of financing and RioCan acquired a managing interest in the development property. It is anticipated that the site will be developed into an estimated 357,000 square foot outlet centre. The 316,000 square foot first phase of the development is underway with completion scheduled for Q4, 2014. The 41,000 square foot second phase will be complete in 2015. (vi) This acquisition represents phase II of The Well development site, a 1.27 acre land parcel adjacent to the 6.47 acres acquired in Q4 2012, located west of Spadina Avenue, between Front Street West and Wellington Street West, in Toronto, Ontario. Consistent with the acquisition of phase I, phase II was acquired on a 40/40/20 joint venture basis between RioCan, Allied and Diamond Corp. In connection with the purchase, the parties assumed vendor take-back mortgage financing of approximately $22 million ($9 million at RioCan s interest) at an interest rate of 2.0% (interest only) for a five year term. The total site (phase I and phase II) will be redeveloped as a mixed-use development known as The Well that will include approximately 570,000 square feet of retail space, 1.1 million square feet of office space and approximately 1.5 million square feet of residential space that will become a landmark destination to live, work and shop in Toronto. The Well will be a new neighbourhood that will be one of the few truly integrated mixed use projects under review by the City offering a meaningful mix of residential, retail and office space. (vii) To be determined based on market conditions. Development Property Acquisitions Subsequent to Year End Subsequent to year end, RioCan acquired a 100% interest in 1860 Bayview Avenue in Toronto, Ontario. 1860 Bayview Avenue is a development site located at the northwest corner of Bayview Avenue and Broadway Avenue in the Leaside area of Toronto. KingSett and Trinity Development Group are currently developing a grocery-anchored centre on the site, and RioCan has acquired the site on a forward purchase basis at an expected purchase price on completion of $58 million, at a capitalization rate of 5.4%. Once completed, the centre will consist of approximately 83,084 square feet of retail space and will be anchored by a 52,420 square foot Whole Foods. Development Property Acquisitions under Contract RioCan currently has two development sites in Canada under firm contract where conditions have been waived that, if completed, represent acquisitions of $20 million at RioCan s interest. The acquisition of lands adjacent to Calaway Park, a 35 acre parcel of land located approximately 25 kilometres west of Calgary, Alberta. The site is to be acquired on a 50/50 joint venture basis between RioCan and Tanger at a purchase price of $28 million ($14 million at RioCan s interest). The site would be acquired free and clear of financing and RioCan would acquire a managing interest in the development property. The site represents an opportunity for the RioCan/Tanger joint venture to enter the Calgary market with the intention to develop the land into an outlet centre of approximately 350,000 square feet. The acquisition is expected to close in the second quarter of 2014. The acquisition of a 50% interest in the site where TD Bank is currently located at the North East corner of Yonge and Eglinton in Toronto, Ontario, at a purchase price of $12 million ($6 million at RioCan s interest). The acquisition is expected to close in the second quarter of 2014 and will form part of the existing northeast Yonge Eglinton land assembly, acquired in 2011 with Metropia and Bazis for the purpose of redeveloping into a mixed-use retail and residential property. During the quarter, RioCan and its partners obtained zoning approval and the redevelopment is slated to commence in 2014. RioCan and Trinity have reached an agreement in principle that will see RioCan acquiring Trinity s 25% interest in each of Stockyards, Toronto and McCall Landing, Calgary, and 10% interest in East Hills, Calgary. RioCan will take over as development manager for each of the development sites. The transactions are anticipated to close in the first quarter of 2014. Additionally, RioCan has $10 million of development sites in Canada (at RioCan s interest) under contract where conditions have not yet been waived. These transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given. Development Activities in 2013 During the three months ended December 31, 2013, RioCan transferred from properties under development to income producing properties $34 million in costs pertaining to 164,000 square feet of completed greenfield development or expansion and redevelopment projects. For the year ended December 31, 2013, RioCan transferred $123 million in costs pertaining to 747,000 square feet. 80
A summary of RioCan s 2013 transfers to income properties from development projects is as follows: NLA (in thousands of square feet) at RioCan s Interest 2013 Property location RioCan s ownership interest Total Fourth quarter Third quarter Second quarter First quarter NLA at 100% Tenants transferred to IPP Centre St. Martin, Laval, QC 100% 70 25 45 70 Gold s Gym, Dollarama, L Aubainerie East Court Mall, Cornwall, ON 100% 91 91 91 No Frills, Ardene, Dollarama, Urban Planet Five Points Shopping Centre, Oshawa, Ontario Galeries Laurentides, St.-Jerome, QC 100% 108 108 108 Target Retrofit and Expansion, Burger King 100% 78 78 78 Maxi, Urban Planet Place Carnaval, Laval, QC 100% 5 5 5 TD Bank Queensway Cineplex, 50% 6 6 12 Cineplex Expansion Toronto, ON RioCan Greenfield, Greenfield 50% 3 3 5 National Bank Park, QC RioCan West Ridge, Orillia, ON 100% 65 65 65 Big Lots, Sears South Hamilton Square, Hamilton, ON 100% 87 87 87 Target Retrofit and Expansion Sudbury Place, Sudbury, ON 100% 110 110 110 Target Retrofit and Expansion Timmins Square, Timmins, ON 30% 13 13 44 Urban Planet Yonge Eglinton Centre, 100% 2 2 2 Aroma Café relocation Toronto, ON Grant Crossing, Ottawa, ON 60% 5 5 8 Japanese Buffet, First Choice, Thai Express, Beyond the Batter, Running Room Herongate Mall, Ottawa, ON 75% 47 47 63 Food Basics, PharmaPlus, BNS, Dentist, Barbershop, Subway Meadow Ridge Plaza, Ajax, ON 20% 7 7 34 Good Life, Dollarama Southbank Centre, 50% 2 2 5 Sleep Country Canada Okotoks, AB The Stockyards, Toronto, ON 25% 49 11 37 192 Target, Royal Bank 748 164 462 7 114 979 81
A summary of RioCan s 2012 transfers to income properties from development projects is as follows: NLA (in thousands of square feet) at RioCan s Interest 2012 Property location RioCan s ownership interest Total Fourth quarter Third quarter Second quarter First quarter NLA at 100% Tenants transferred to IPP 404 Town Centre, Newmarket, ON Cambrian Mall, Sault Ste. Marie, ON Carrefour Neufchatel, Neufchatel, QC 50% 10 10 21 Shoppers Drug Mart 100% 5 5 5 Shoppers Drug Mart Expansion 100% 141 13 44 84 141 Urban Planet, Gold s Gym, Staples, Winners, Bouclair, Ardene, Yellow, Dollarama Lincoln Square, Arlington, TX 100% 27 27 27 Michael s, Ultra Place Newman, LaSalle, QC 100% 3 3 3 Wendy s Quartier DIX30, Brossard, QC 50% 8 8 17 Cineplex Expansion RioCan Hall, Toronto, ON 100% 36 36 36 Marshalls RioCan Scarborough Centre, Toronto, ON Shoppers World Brampton, Brampton, ON Yonge Eglinton Centre, Toronto, ON College & Manning, Toronto, ON Corbett Centre, Fredericton, NB Flamborough Walmart Centre, Waterdown, ON 100% 118 111 7 118 LA Fitness, Oriental Grocer, Structube 100% 81 81 81 Winners, Bulk Barn, Bad Boy, Carter s, Imperial Buffet 100% 13 13 13 Urban Outfitters 50% 28 28 56 Office Building 100% 46 33 13 46 Bouclair, Carter s, Bed Bath & Beyond, St Hubert, The Gap 100% 33 18 15 33 Block C4 (17,800 sqft), Staples Grant Crossing, Ottawa, ON 60% 15 15 25 Bed Bath & Beyond March Road, Ottawa, ON 50% 3 3 5 Starbucks, National Bank Meadow Ridge Plaza, Ajax, ON 20% 2 2 10 Bulk Barn,Subway, Nails Shop, Hair Salon, Dentist, Hakim Optical Southbank Centre, Okotoks, AB 50% 4 4 8 Block D3 (8,400 sqft) 573 112 329 20 112 645 Development Pipeline Summary The fair market value of properties under development at December 31, 2013 is $583 million (December 31, 2012 $440 million) which includes costs of $568 million (December 31, 2012 $430 million) and a fair value increment of $15 million (December 31, 2012 $10 million). As at December 31, 2013, RioCan s greenfield development and urban intensification pipeline will, upon completion, comprise approximately 11 million square feet, of which Riocan s ownership interest will be approximately 5 million square feet which includes approximately 1.3 million square feet which is already income producing. 82
The following table represents the components of properties under development type and status as of December 31, 2013 and 2012: As at December 31, 2013 Active Committed Non-committed Non-active Total Comprised of: Greenfield Development $ 218 $ 73 $ $ 291 Urban Intensification 28 100 128 Expansion and Redevelopment 86 30 116 Excess Density 41 41 Other (i) 7 7 $ 332 $ 203 $ 48 $ 583 (i) including earnouts and other As at December 31, 2012 Active Committed Non-committed Non-active Total Comprised of: Greenfield Development $ 155 $ 60 $ $ 215 Urban Intensification 12 94 106 Expansion and Redevelopment 46 24 70 Excess Density 42 42 Other (i) 7 7 $ 213 $ 178 $ 49 $ 440 (i) including earnouts and other Definitions Greenfield Development vacant land located in suburban markets. Urban Intensification development or redevelopment projects located in urban markets. Expansion and Redevelopment projects that will improve the property through demolition, renovation and/or the addition of density. Excess Density leasable area identified and available for future development if and when market demand exists. Active Committed a property where the pro forma budget has been approved, all major planning issues have been resolved, tenants have been secured and construction is about to start or has started. Active Non committed a property where the development team is creating the pro forma budget, all planning issues are being resolved, the leasing team is in the process of securing tenants, but construction has not started. Non active a property that has future development potential On an individual development basis, the majority of the projects are estimated to generate yields of approximately 7% to 11%. On an aggregate basis, RioCan expects these development projects to generate a weighted average net operating income yield of 8% to 9%. Capital expenditures for Greenfield Development and Urban Intensification projects for 2014 are estimated to be approximately $87 million before construction financing, or approximately $83 million, net of current construction financing arranged. During the year ended December 31, 2013, total costs incurred and mezzanine loans advanced were approximately $83 million. With respect to Expansion and Redevelopment activities, RioCan expects to incur approximately $104 million in expenditures during 2014. 83
RioCan is committed to property development and redevelopment opportunities and is focused on completing the construction of the development pipeline underway, on time and on budget, and continuing to make progress on leasing. Commencement of construction for several of the development projects have been deferred until economic conditions warrant. Potential anchor tenants are currently more cautious in committing to new developments, which will impact the timing of several developments, as RioCan will not commence construction until it has secured the requisite leasing commitments and appropriate risk-adjusted returns. RioCan s estimated development project square footage and development costs are subject to change, which changes may be material to the Trust, as assumptions regarding, among other items, anchor tenants, tenant rents, building sizes, project completion timelines, availability and cost of construction financing, and project costs, are updated periodically based on revised site plans, the cost tendering process and continuing tenant negotiations. Development activity is expected to increase in the upcoming years due to demand from US based tenants entering the Canadian market and the demand from existing tenants especially in urban locations. Due to the economic recession of the last few years, the level of development in general has been low across the country. In addition, RioCan s exclusive joint venture with Tanger will result in the development of outlet shopping centres. Estimated Spending Summary by Development Category - Active Projects (in millions of dollars) 2014 2015 2016 FD* Total Greenfield Development $ 79.3 $ 19.9 $ 6.2 $ 257.2 $ 362.6 Urban Intensification 7.4 10.0 13.9 392.1 $ 423.4 Expansion & Redevelopment 104.4 53.6 17.4 $ 175.4 Total Construction Expenditures 191.1 83.5 37.5 649.3 961.4 Construction Financing (16.5) (16.8) (2.5) (470.8) (506.6) Mezzanine Financing 3.7 1.5 0.9 35.4 41.5 Total RioCan Financing Requirements $ 178.3 $ 68.2 $ 35.9 $ 213.9 $ 496.3 * Future Development - projected costs from 2017 to 2019 to build NLA not leased The NLA of development pipeline expected to be completed by year, as at December 31, 2013 is as follows: (in millions of square feet) NLA - 100% NLA - RioCan % IPP (i) 2014 2015 2016 Greenfield Development 7.4 3.4 0.8 0.5 0.7 1.4 Urban Intensification 3.1 1.5 0.1 1.4 Sub-total 10.5 4.9 0.8 0.5 0.8 2.8 Expansion & Redevelopment 1.4 1.0 0.4 0.4 0.2 Total 11.9 5.9 0.8 0.9 1.2 3.0 (i) Phases of the development pipeline that are currently income producing. 84
The development (including expansions and redevelopment projects) pipeline NLA expected to be completed by year, as at December 31, 2013 is as follows: 1200 1000 800 600 NLA - thousands of Square feet 400 200 0 2014 2015 2016 2017 2018 2019 Committed *subject to preleasing and market conditions Non-committed Greenfield Development RioCan s current greenfield development pipeline consists of 16 properties that are expected to add approximately 7.4 million square feet (3.4 million square feet at RioCan s interest) of space upon completion over the next six years. 1.1 million square feet (0.8 million square feet at RioCan s interest) is already income producing. RioCan is committed to property development and redevelopment opportunities and is focused on completing its existing development pipeline. These developments will be an important component of RioCan s organic growth strategy over time. RioCan s development program is focused on well located urban and suburban land in the six major market markets in Canada. RioCan s projected returns on development properties are higher than the returns that can be generated through properties that are purchased. Furthermore, population growth over time will lead to improved tenant sales and further increases in rent at these properties as tenants renew upon expiry of their original term. Development properties that have been completed by RioCan and its partners during the last fifteen years contribute significantly to RioCan s existing growth and these types of properties are rarely, if ever, available for sale. 85
Highlights of RioCan s greenfield developments pipeline as at December 31, 2013, are as follows: Estimated square feet upon completion of the development project Anticipated date of development completion (thousands of square feet) RioCan s % ownership Partners Anchors Total estimated development Retailer owned anchors (i) RioCan s interest Partners interests Total leasing activity (ii) % Leased Current development Potential future developments Greenfield Development Properties: Corbett Centre, Fredericton, NB 100% Home Depot, Costso, Winners East Hills, Calgary, AB* 30% CPP / Trinity / Sidorski / Tristar Wal Mart, Empire Theatres 466 242 224 179 80% Q3 2014 2015 1,110 159 286 666 217 23% Q3 2014 2016 Eglinton Avenue & Warden Avenue, Toronto, ON 100% Target 169 169 157 93% Q2 2014 2015 Grant Crossing, Ottawa, ON Herongate Mall, Ottawa, ON McCall Landing, Calgary, AB* RioCan Centre Belcourt, Ottawa, ON 60% Trinity / Shenkman Lowe s, Winners 399 128 163 108 224 83% Q2 2014 2015 75% Trinity Food Basics 184 138 46 89 48% Q2 2014 2015 25% CPP / 862 182 170 510 0% 2015(iii) Trinity 60% Trinity / Shenkman Lowe s, Food Basics Sage Hill, Calgary, AB* 50% Kingsett Wal-Mart, Loblaws Shoppers City East, Ottawa, ON* Southbank Centre, Okotoks, AB Tanger Outlets Kanata, Kanata, ON* The Stockyards, Toronto, ON* 62.8% Trinity / Soloway 50% Trinity / Tristar Home Depot, Costco, Winners 405 142 158 105 263 100% Q2 2014 2014 383 192 191 275 72% Q1 2015 2015 158 99 59 0% - 2016 421 276 73 72 144 99% Q2 2014 2014 50% Tanger 357 179 179 98 27% Q3 2014 2015 25% CPP / Trinity Target, Marshalls, Homesense 551 138 413 442 80% Q2 2014 2014 Westney Road & Taunton Road, Ajax, ON 20% Sunlife Sobeys 174 34 140 112 64% Q2 2014 2015 Greenfield Developments Committed 5,639 1,129 2,023 2,489 2,200 49% Flamborough Power Centre, Hamilton, ON RioCan Centre Vaughan, Vaughan, ON Ph 2 & 3* 100% Target 267 267 187 70% 2015 31.25% Trinity / Strathallan 261 82 179 0% 2015 Windfield Farms, Oshawa, ON* 100% 1,217 156 1,061 0% 2016(iii) Greenfield Developments-Non Committed 1,745 156 1,410 179 187 12% Total Greenfield Developments 7,384 1,285 3,433 2,668 2,387 39% (i) Retailer owned anchors include both completed and contemplated sales. (ii) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. (iii) The first phases are expected to be substantially complete by the dates indicated. * Property represents one of RioCan s 16 properties under development. 86
Acquisition and development expenditures incurred to date Estimated remaining construction expenditures to complete RioCan s interest (thousands of dollars) RioCan s % ownership Estimated project cost (100%) (i) Amount included in IPP Amount included in PUD Total Partners interest Total RioCan s interest Partners interest Total Greenfield Development Properties: Corbett Centre, Fredericton, NB 100% $ 46,772 $ 32,095 $ 2,966 $ 35,061 $ $ 35,061 $ 11,711 $ $ 11,711 East Hills, Calgary, AB 30% 213,226 44,716 44,716 87,661 132,377 24,255 56,594 80,849 Eglinton Avenue & Warden Avenue, Toronto, ON 100% 44,895 35,721 4,444 40,165 40,165 4,730 4,730 Grant Crossing, Ottawa, ON 60% 72,028 32,926 5,364 38,290 24,217 62,507 5,713 3,808 9,521 Herongate Mall, Ottawa, ON 75% 49,726 12,077 11,162 23,239 7,264 30,503 14,417 4,806 19,223 McCall Landing, Calgary, AB 25% 157,685 16,517 16,517 36,958 53,475 26,052 78,157 104,209 RioCan Centre Belcourt, Ottawa, ON 60% 59,833 23,983 10,416 34,399 21,809 56,208 2,176 1,450 3,626 Sage Hill, Calgary, AB 50% 102,031 1 18,067 18,068 17,234 35,302 33,364 33,364 66,728 Shoppers City East, Ottawa, ON 62.8% 53,101 132 19,551 19,683 11,326 31,009 13,874 8,218 22,092 Southbank Centre, Okotoks, AB 50% 37,519 12,444 6,723 19,167 17,917 37,084 218 218 436 Tanger Outlets Kanata, Kanata, ON 50% 120,442 57 24,248 24,305 23,220 47,525 36,459 36,459 72,918 The Stockyards, Toronto, ON 25% 183,878 11,850 31,754 43,604 117,207 160,811 5,767 17,301 23,068 Westney Road & Taunton Road, Ajax, ON 20% 52,867 6,694 2,399 9,093 30,705 39,798 2,614 10,455 13,069 Fair value adjustments 19,603 19,603 19,603 Greenfield Developments Committed 1,194,003 167,980 217,930 385,910 395,518 781,428 181,350 250,830 432,180 Flamborough Power Centre, Hamilton, ON 100% 57,261 30,903 7,023 37,926 37,926 19,335 19,335 RioCan Centre Vaughan, Vaughan, ON Ph 2 & 3 31.25% 80,463 10,395 10,395 25,910 36,305 13,800 30,359 44,159 Windfield Farms, Oshawa, ON 100% 198,165 50,042 50,042 50,042 148,123 148,123 Fair value adjustments 5,796 5,796 5,796 Greenfield Developments Non-Committed 335,889 30,903 73,256 104,159 25,910 130,069 181,258 30,359 211,617 Total Greenfield Developments $ 1,529,892 $ 198,883 $ 291,186 $ 490,069 $ 421,428 $ 911,497 $ 362,608 $ 281,189 $ 643,797 (i) Proceeds from sale to shadow anchors reduce projected cost. 87
(thousands of dollars) RioCan s % ownership Estimated remaining development activity to be funded by RioCan 2014 2015 2016 & Thereafter Future Development RioCan s interest Financing RioCan s interest Financing RioCan s interest Financing RioCan s interest Financing Greenfield Development Properties: Corbett Centre, Fredericton, NB 100% $ 9,580 $ $ $ $ $ $ 2,131 $ East Hills, Calgary, AB 30% 2,805 1,519 1,989 1,077 1,989 1,078 17,472 9,464 Eglinton Avenue & Warden Avenue, Toronto, ON 100% 2,779 1,951 Grant Crossing, Ottawa, ON 60% 653 218 172 57 4,888 1,629 Herongate Mall, Ottawa, ON 75% 637 212 416 139 13,364 4,455 McCall Landing, Calgary, AB 25% 1,080 1,080 675 675 660 660 23,637 23,637 RioCan Centre Belcourt, Ottawa, ON 60% 2,176 725 Sage Hill, Calgary, AB 50% 18,193 10,005 5,167 Shoppers City East, Ottawa, ON 62.8% 720 229 756 241 794 253 11,604 3,696 Southbank Centre, Okotoks, AB 50% 218 109 Tanger Outlets Kanata, Kanata, ON 50% 33,821 2,638 The Stockyards, Toronto, ON 25% 3,496 3,496 2,271 2,271 Westney Road & Taunton Road, Ajax, ON 20% 2,614 Greenfield Developments Committed 76,158 7,588 16,651 2,189 3,443 1,991 85,099 45,152 Flamborough Power Centre, Hamilton, ON 100% 351 369 18,615 RioCan Centre Vaughan, Vaughan, ON Ph 2 & 3 31.25% 252 151 265 159 13,282 7,969 Windfield Farms, Oshawa, ON 100% 2,502 2,627 2,759 140,235 Greenfield Developments Non Committed 3,105 151 3,261 159 2,759 172,132 7,969 Total Greenfield Developments 79,263 7,739 19,912 2,348 6,202 1,991 257,231 53,121 Construction financing (13,995) (4,256) (11,993) (1,077) (1,989) (1,078) (188,365) (37,430) RioCan funded development activity net of third party financing $ 65,268 $ 3,483 $ 7,919 $ 1,271 $ 4,213 $ 913 $ 68,866 $ 15,691 88
(thousands of dollars) RioCan s % ownership Total in place financing Third party Advanced to date Remaining to be advanced Development financing RioCan and partners RioCan RioCan s interest RioCan on behalf of partners Total RioCan funded Partners Total Greenfield Development Properties: Corbett Centre, Fredericton, NB 100% $ $ $ $ 11,711 $ $ 11,711 $ $ 11,711 East Hills, Calgary, AB 30% 24,255 13,138 37,393 43,456 80,849 Eglinton Avenue & Warden Avenue, Toronto, ON 100% 4,730 4,730 4,730 Grant Crossing, Ottawa, ON 60% 5,713 1,904 7,617 1,904 9,521 Herongate Mall, Ottawa, ON 75% 14,417 4,806 19,223 19,223 McCall Landing, Calgary, AB 25% 26,052 26,052 52,104 52,105 104,209 RioCan Centre Belcourt, Ottawa, ON 60% 2,176 725 2,901 725 3,626 Sage Hill, Calgary, AB 50% 33,364 33,364 33,364 66,728 Shoppers City East, Ottawa, ON 62.8% 13,874 4,418 18,292 3,800 22,092 Tanger Outlets Kanata, Kanata, ON 50% 36,459 36,459 36,459 72,918 The Stockyards, Toronto, ON 25% 110,000 86,200 23,800 Westney Road & Taunton Road, Ajax, ON 20% 2,614 2,614 10,455 13,069 Greenfield Developments Committed 110,000 86,200 23,800 175,583 51,152 226,735 182,377 409,112 Flamborough Power Centre, Hamilton, ON 100% 19,335 19,335 19,335 RioCan Centre Vaughan, Vaughan, ON Ph 2 & 3 31.25% 13,800 8,280 22,080 22,079 44,159 Windfield Farms, Oshawa, ON 100% 148,123 148,123 148,123 Greenfield Developments Non-Committed 181,258 8,280 189,538 22,079 211,617 Total Greenfield Developments $110,000 $ 86,200 $ 23,800 $ 356,841 $ 59,432 $ 416,273 $ 204,456 $ 620,729 A summary of significant Greenfield Development projects currently underway are as follows: Corbett Centre Fredericton, New Brunswick This 26 acre site, acquired by way of a 66-year long-term lease, is currently being developed into a 466,000 square foot new format retail centre. The site is anchored by Home Depot and Costco, which owns its own store and operates as part of the overall site. A 19,000 square foot Homesense will be developed in 2014. East Hills Calgary, Alberta This 148 acre site is currently being developed into a 1.1 million square foot regional new format retail centre. The East Hills development is planned in three phases. Phases I and III comprise approximately 111 acres and the original ownership structure was CPPIB 37.5%, RioCan 37.5%, Trinity 12.5% and Lansdowne Equity Ventures Ltd. (Lansdowne) 12.5%. Phase II, comprises approximately 37 acres, and the original ownership structure was CPPIB 37.5%, Tristar 25%, RioCan 16.7%, Trinity 8.3% and Lansdowne 12.5%. Phases I, II and III will ultimately form an integrated site. In the fourth quarter of 2012 a transaction was completed between RioCan, Trinity and Tristar that equalized the ownership interest in the entire site to CPPIB 37.5%, RioCan 30.0%, Lansdowne 12.5%, Tristar 10.0% and Trinity 10.0%. The site will be anchored by a 134,000 square foot Walmart that is scheduled to open in the second quarter of 2014. RioCan and Trinity are currently in discussions for RioCan to acquire Trinity s 10% interest in this development project. Closing is anticipated to be completed during Q1 2014. It is the Trust s intention, pending certain approvals, to take over as development manager for this site, which is expected to take place over the remainder of 2014. Eglinton Avenue and Warden Avenue Toronto, Ontario Located at the northeast corner of Eglinton Avenue East and Warden Avenue, the site is currently being developed into a 169,000 square foot new format retail centre anchored by a 116,000 square foot Target. A 23,000 square foot Petsmart and a 5,000 square foot TD Bank commenced operations in the fourth quarter of 2010. A 6,500 square foot Structube commenced operations in the third quarter of 2012. An additional 18,000 square feet of retail space will be developed at the property included 6,000 square feet scheduled to be developed in late-2014. 89
Grant Crossing Ottawa, Ontario This 33 acre site is currently being developed into a 399,000 square foot new format retail centre as a joint venture with Trinity (20%) and Shenkman Corporation (20%). The site is anchored by a 128,000 square foot Lowe s that commenced operations in the first quarter of 2011. Lowe s owns its own store which operates as part of the overall site. A 31,000 square foot Winners, a 26,000 square foot Homesense and a 22,000 square foot Michael s commenced operations in the fourth quarter of 2010. Approximately 8,000 square feet of new CRU space commenced operations in late-2013. An 18,000 square foot JYSK and a 10,000 square foot Dollarama are scheduled to be developed in 2014. Herongate Mall Ottawa, Ontario This 16 acre site consisted of a 196,000 square foot enclosed mall when the property was acquired in 2011. The majority of the original building was demolished in two stages in 2012 and 2013 and the property is currently being redeveloped into a 184,000 square foot new format retail centre. The site is anchored by a 42,000 square foot Food Basics. A 12,000 square foot Pharma Plus commenced operations in April 2013. A 12,000 square foot Petsmart and a 10,000 square foot Dollarama are scheduled to be developed in 2014. The site will be developed with Trinity. RioCan s ownership interest in the property is 75%. McCall Landing Calgary, Alberta McCall Landing, located at 36th Street NE and Country Hills Bouelvard NE in Calgary, is a 105-acre development that will consist predominately of new format retail. Upon completion, the development is expected to feature approximately 862,000 square feet of retail space. A 50% interest in this property was sold to the CPPIB in June 2008 and a 25% interest has been retained by each of Trinity and RioCan. RioCan and Trinity are currently in discussions for RioCan to acquire Trinity s 25% interest in this development. Closing is anticipated to be completed during Q1 2014. It is the Trust s intention, pending certain approvals, to take over as development manager, which is expected to take place over the remainder of 2014. RioCan Centre Belcourt Ottawa, Ontario This 39 acre site is currently being developed into a 405,000 square foot new format retail centre as a joint venture with Trinity (20%) and Shenkman Corporation (20%). The site is anchored by a 142,000 square foot Lowe s that commenced operations in the fourth quarter of 2009. Lowe s owns its own store which operates as part of the overall site. In addition, a 41,000 square foot Empire Theatres (subsequently sold to Cineplex in Q3 2013) commenced operations in December 2009 and a 35,000 square foot Food Basics commenced operations in October 2011. A 45,000 square foot Toys R Us is currently under development and is scheduled to open in the second quarter of 2014. RioCan purchased an additional 13.3% interest in the property from each of Trinity and Shenkman Corporation in the first quarter of 2011. RioCan Centre Vaughan Vaughan, Ontario This 54 acre site is currently being developed into a 523,000 square foot new format retail centre that is anchored by a 213,000 square foot Walmart Supercentre (Phase I) that opened in the first quarter of 2009. The site is being developed with Riocan s partners, Trinity and Strathallen Capital Corporation. RioCan purchased Trinity and Strathallen Capital Corporation s interests in phase one of the property in September 2009. Phase one of the project features approximately 262,000 square feet and is substantially complete. RioCan s ownership interest in the 261,000 square foot phase two of the property is 31.25%. Sage Hill Calgary, Alberta This 32-acre site is currently being developed into a 383,000 square foot new format retail centre in a 50% joint venture with KingSett. The property was acquired in the first quarter of 2013, site servicing work commenced in fall 2013 and building construction is expected to commence spring 2014 with the project being completed in late 2015. The site will be anchored by a Walmart Superstore and a Loblaws Foodstore. The development is approximately 72% leased anchored by a Walmart anticipating opening in the early part of 2015 with a Loblaws Foodstore scheduled to open later that same year and anchored by a Walmart Superstore and a Loblaws Foodstore. 90
The site is the only designated major retail development site remaining in Northwest Calgary and as such, provides significant opportunity for retailers to locate at the core of what will be a thriving residential community. The surrounding North Sector area has an existing population of almost 30,000 persons and 10,600 housing units. In time, the North Sector is expected to have a population in excess of 85,000 persons and 29,000 housing units. The anticipated residential growth rate is consistent with the overall population growth forecasted for the Calgary Economic Region which predicts the population to increase by an additional 135,000 people to 1.5 million persons by 2016. Shoppers City East Ottawa, Ontario This 19.4 acre site consisted of a 148,000 square foot neighborhood shopping when the property was acquired. Demolition of the buildings commenced late in 2013 and will be completed in 2015. The property will be redeveloped into a 158,000 square foot new format retail centre. RioCan s purchased their 62.8% ownership interest in the property in two stages in 2012 and 2013. Trinity has a 20% ownership interest in the property and Soloway Holdings Inc. holds the remaining 17.2% ownership interest in the property. Southbank Centre Okotoks, Alberta This site is currently being developed into a 421,000 square foot new format retail centre as a joint venture with Trinity and Tristar. The site is anchored by a 93,000 square foot Home Depot which owns its own store and operates as part of the overall site. A 151,000 square foot Costco, which also owns its own store, commenced operations in the third quarter of 2010. A 25,000 square foot Winners commenced operations in the first quarter of 2011. A 24,000 square foot Good Life Fitness and a 15,000 square foot Sport Chek are scheduled to open in the second quarter of 2014. RioCan s ownership interest in the property is 50%. Tanger Outlets Kanata Kanata, Ontario In the second quarter of 2013, RioCan and Tanger purchased a 52.5 acre parcel of land located in Kanata, Ontario, approximately 20 kilometres west of Ottawa, Ontario. Phase 1 of this outlet mall format site will be approximately 316,000 square feet and is currently under construction with an expected completion in Q4 2014. A second 41,000 square foot phase will be developed in 2015. RioCan s ownership interest in the property is 50%. The Stockyards Toronto, Ontario The St. Clair and Weston development benefits from a well-established urban node at the intersection of St. Clair Avenue and Weston Road. The 19 acre site is expected to ultimately feature approximately 551,000 square feet of space. The project concept features a unique urban, two-storey retail prototype that has been successfully utilized in the US. A 50% interest in this property was sold to the CPPIB in June 2008 and a 25% interest has been retained by each of Trinity and RioCan. The site will be anchored by a 149,000 square foot Target, which will be Target s first purpose built store in Canada. In addition, Marshalls, Homesense, Michael s, Old Navy, Sport Chek and Petsmart will operate at the site. Target is scheduled to open in March 2014 and the majority of the remainder of the tenants at the site will open by mid-2014. RioCan and Trinity are currently in discussions for RioCan to acquire Trinity s 25% interest in this development. Closing is anticipated to be completed during Q1 2014. It is the Trust s intention, pending certain approvals, to take over as development manager, which is expected to take place over the remainder of 2014. Westney Road and Taunton Road Ajax, Ontario This site is currently being developed into a 174,000 square foot new format retail centre as a joint venture with the Sun Life Assurance Company of Canada. A 50,000 square foot Sobeys anchors the property. A 24,000 square foot Good Life Fitness and a 9,000 square foot Dollarama opened in the fourth quarter of 2013. RioCan s ownership interest in the property is 20%. Flamborough Power Centre Hamilton, Ontario This 25-acre site is currently being developed into a 267,000 square foot new format retail centre. The site is anchored by a 116,000 square foot Target store that commenced operations in the first quarter of 2013. An additional 80,000 square feet of retail space will be developed at the property. Windfield Farms Oshawa, Ontario This 160 acre site is currently being developed into a 1,217,000 square foot regional new format retail centre. Urban Intensification A focus within RioCan s development growth strategy is urban development and intensification. RioCan s current urban development pipeline consists of seven properties that are expected to add approximately 3.1 million square feet (1.5 million square feet at RioCan s interest) of space upon completion over the next six years. RioCan s urban development program currently is focused on properties located in densely populated areas in the urban cores of Toronto and Calgary. 91
Land use intensification opportunities arise from the fact that retail centres are generally built with lot coverages of approximately 25% of the underlying land. Therefore, particularly in urban markets, RioCan can seek to obtain additional density, retail or otherwise, on its existing property portfolio and, as the land is already owned, it may be able to achieve relatively higher returns on new construction as well as from the sale of non-retail use density. Population growth is significant in these areas and retailers want locations that are able to access this population. RioCan s urban development program will serve that demand and returns on these properties will contribute significantly to RioCan s growth strategy over time. As a result of the aforementioned population growth, cities are building infrastructure to serve this population that will benefit RioCan s urban development growth strategy. The proposed transit line along Toronto s Eglinton Avenue corridor is expected to create a number of development and intensification projects. RioCan is well positioned to take advantage of these opportunities as it currently has five properties located along, or near, this important infrastructure undertaking (including the land assembly at the northeast corner of Yonge and Eglinton). The City of Toronto has stated a policy to rezone areas surrounding new transit stops to permit higher density developments, which will enable RioCan to redevelop its Eglinton properties more quickly as many of them are located near anticipated transit stops. Highlights of RioCan s urban intensification pipeline as at December 31, 2013, are as follows: Estimated square feet upon completion of the development project Anticipated date of development completion (thousands of square feet) RioCan s % ownership Partner(s) Total estimated development Retailer owned anchors (i) RioCan s interest Partners interests Total leasing activity (ii) % Leased Current development Potential future developments Urban Intensification Properties Bathurst Street & College Street, Toronto, ON* 60% Trinity 118 71 47 0% 2015 Calgary East Village, Calgary, AB* 50% Kingsett 316 158 158 0% 2016 NE Yonge Eglinton, Toronto, ON* (iv) 50% Metropia / Baziz 54 27 27 0% 2017 Urban Intensification-Committed 488 256 232 0% College & Manning, Toronto, ON* 50% Allied 125 63 63 56 45% 2017 Dupont Street, Toronto, ON* 100% 184 184 0% 2017 The Well, Toronto, ON* (iv) 40% Allied / Diamond 1,820 728 1,092 0% 2019(iii) King & Portland, Toronto, ON* 50% Allied 499 250 250 48 10% 2017 Urban Intensification-Non-Committed 2,628 1,225 1,405 104 4% Total Urban Intensification 3,116 1,481 1,637 104 3% (i) Retailer owned anchors include both completed and contemplated sales. (ii) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. (iii) The first phases are expected to be substantially complete by the dates indicated. (iv) Includes amounts for offices and retail components only (not residential). * Property represents one of RioCan s 16 properties under development. 92
Acquisition and development expenditures incurred to date Estimated remaining construction expenditures to complete RioCan s interest (thousands of dollars) RioCan s % ownership Estimated project cost (100%) (i) Amount included in IPP Amount included in PUD Total Partners interest Total RioCan s interest Partners interest Total Urban Intensification Properties Bathurst Street & College Street, Toronto, ON 60% $ 69,601 $ $ 12,012 $ 12,012 $ 7,184 $ 19,196 $ 30,243 $ 20,162 $ 50,405 Calgary East Village, Calgary, AB 50% 131,494 10,483 10,483 10,122 20,605 55,445 55,445 110,890 NE Yonge Eglinton, Toronto, ON 50% 36,115 123 10,563 10,686 9,895 20,581 7,767 7,767 15,534 Fair value adjustments (4,676) (4,676) (4,676) Urban Intensification Committed 237,210 123 28,382 28,505 27,201 55,706 93,455 83,374 176,829 College & Manning, Toronto, ON 50% 7,837 4,543 12,380 11,427 23,807 (ii) Dupont Street, Toronto, ON 100% 80,050 13,635 13,635 13,635 66,415 66,415 The Well, Toronto, ON 40% 832,544 71,338 71,338 102,586 173,924 263,448 395,172 658,620 King & Portland, Toronto, ON 50% 10,356 12,836 23,192 21,808 45,000 (ii) Fair value adjustments (2,786) (2,786) (2,786) Urban Intensification Non-Committed 912,594 18,193 99,566 117,759 135,821 253,580 329,863 395,172 725,035 Total Urban Intensification $ 1,149,804 $ 18,316 $ 127,948 $ 146,264 $ 163,022 $ 309,286 $ 423,318 $ 478,546 $ 901,864 (i) (ii) Proceeds from sale to shadow anchors reduce projected cost, and exclude potential residential. Estimated project costs/cost to complete cannot be determined due to the early stage of the project. (thousands of dollars) RioCan s % ownership Estimated remaining development activity to be funded by RioCan 2014 2015 2016 & Thereafter Future Development RioCan s interest Financing RioCan s interest Financing RioCan s interest Financing RioCan s interest Financing Urban Intensification Properties Bathurst Street & College Street, Toronto, ON 60% $ 323 $ 216 $ 339 $ 226 $ $ $ 29,580 $ 19,720 Calgary East Village, Calgary, AB 50% 506 531 558 53,849 NE Yonge Eglinton, Toronto, ON 50% 2,457 2,457 4,817 4,817 493 493 Urban Intensification Committed 3,286 2,673 5,687 5,043 1,051 493 83,429 19,720 College & Manning, Toronto, ON (i) 50% Dupont Street, Toronto, ON 100% 682 716 1,503 63,514 The Well, Toronto, ON 40% 3,420 3,590 11,310 245,128 King & Portland, Toronto, ON (i) 50% Urban Intensification Non Committed 4,102 4,306 12,813 308,642 Total Urban Intensification 7,388 2,673 9,993 5,043 13,864 493 392,071 19,720 Construction financing (2,457) (2,457) (4,817) (4,817) (493) (493) (282,423) RioCan funded development activity net of third party financing $ 4,931 $ 216 $ 5,176 $ 226 $ 13,371 $ $ 109,648 $ 19,720 (i) Estimated development funding by RioCan cannot be determined due to the early stage of the project. 93
(thousands of dollars) RioCan s % ownership Total in place financing Third party Advanced to date Remaining to be advanced Development financing RioCan and partners RioCan RioCan s interest RioCan on behalf of partners Total RioCan funded Partners Total Urban Intensification Properties: Bathurst Street & College Street, Toronto, ON 60% $ $ $ $ 30,243 $ 20,162 $ 50,405 $ $ 50,405 CPA Lands, Calgary, AB 50% 55,445 55,445 55,445 110,890 NE Yonge Eglinton, Toronto, ON 50% 7,767 7,767 15,534 15,534 Urban Intensification Committed 93,455 27,929 121,384 55,445 176,829 College & Manning, Toronto, ON 50% Dupont Street, Toronto, ON 100% 66,415 66,415 66,415 Globe & Mail Lands, Toronto, ON 40% 263,448 263,448 395,172 658,620 King & Portland, Toronto, ON 50% Urban Intensification Non-Committed 329,863 329,863 395,172 725,035 Total Urban Intensification $ $ $ $ 423,318 $ 27,929 $ 451,247 $ 450,617 $ 901,864 A summary of significant urban intensification projects currently underway are as follows: Bathurst Street and College Street Toronto, Ontario This 1.3 acre site is located just west of the downtown core in Toronto near Bathurst Street and College Street. The property will be developed into 118,000 square foot three storey urban retail building. RioCan sold a 40% ownership interest in the site to Trinity in the third quarter of 2011. Calgary East Village Calgary, AB This 2.8 acre site is located in the East Village area of downtown Calgary, Alberta. The site is one of downtown Calgary s few remaining privately owned full city blocks. The site was acquired in the second quarter of 2013 on a 50/50 joint venture basis between RioCan and KingSett. The property will be developed into a mixed use retail and office building containing 316,000 square feet. Development is anticipated to commence in 2015. Yonge & Eglinton Northeast Corner Toronto, Ontario This site is located on the northeast corner of Yonge Street and Eglinton Avenue in Toronto. The property currently consists of four retail buildings as well as a thirty unit residential apartment building. It is anticipated that the project will contain two residential towers totaling 58 and 36 floors, an office component featuring a flagship TD Bank branch, as well as a 54,000 square foot retail and office component upon completion. The condominium portion of the property has proven extremely successful with approximately 90% of the 623 condominium units having been pre-sold (as measured by dollar value). As part of the development, RioCan has entered into an agreement with its partners to develop the north tower of the centre as a 458 unit multi-family residential building. Construction is expected to commence in April 2014. The site will be developed with partners, Metropia and Bazis Inc. RioCan s ownership interest in the property is 50%. College Street and Manning Avenue Toronto, Ontario This site is comprised of 551-555 College Street, formerly owned exclusively by Allied Properties REIT, and 547 and 549 College Street, formerly owned exclusively by RioCan. Given the strategic downtown location of each respective property, Allied and RioCan have formed a 50-50 joint venture partnership to create one 64,000 square foot site with 185 feet of frontage on College Street. The site has excellent potential and the joint venture has plans to intensify the site by creating a mixed-use office, retail and residential complex with approximately 125,000 square feet of gross floor area upon completion. Dupont Street Toronto, ON This 1.4 acre site, located on Dupont Street near Christie Avenue, is north-west of the downtown core of Toronto. The site is expected to be developed into 184,000 square foot three storey urban retail building. RioCan has a 100% ownership interest in the site. 94
The Well (formerly, Downtown West Lands) Toronto, Ontario In December 2012, The Well JV acquired 6.47 acres of land in downtown Toronto, currently occupied by the Globe & Mail newspaper. In April 2013, the joint venture partnership purchased an additional 1.27 acres of land adjacent to the 6.47 acres previously acquired in 2012. The combined 7.74-acre site is currently the home of The Globe & Mail newspaper and is located on part of a large city block bounded by Spadina Avenue, Front Street, Draper Street and Wellington Street. The site is in close proximity to Toronto s downtown office corridor and adjacent to a large and growing residential population. The property will be redeveloped as a mixed-use development that will include approximately 570,000 square feet of retail space, 1.1 million square feet of office space and approximately 1.5 million square feet of residential space that will become a landmark destination to live, work and shop in Toronto. The Well will be a new neighbourhood that will be one of the few truly integrated mixed use projects under review by the City offering a meaningful mix of residential, retail and office space. The Well will extend the revitalization of Toronto s Downtown West, south of King Street and west of Spadina Avenue. Each of RioCan and Allied has an undivided 40% interest and Diamond, through its WCNUF I and WCNUF II, has an undivided 20% interest. RioCan has a beneficial ownership in the development of 43.9%, including its 19.3% participation in Diamond s WCNUF I and WCNUF II. RioCan and its partners have submitted an application for rezoning with the City of Toronto on February 11, 2014. King Street & Portland Street Toronto, Ontario This site is comprised of 602-606 & 620 King Street West, formerly owned exclusively by Allied Properties REIT, and adjacent properties extending from King Street West through to Adelaide Street West that Allied and RioCan acquired jointly. Given the site s premier location in the heart of the affluent King West neighbourhood, Allied and RioCan have formed a 50-50 joint venture partnership to create one 88,000 square foot property, with frontage on King Street West, Portland Street and Adelaide Street West. Upon completion, the site will obtain a mixed use office, retail and residential complex with approximately 499,000 square feet of gross floor area. Expansion & Redevelopment RioCan s expansion and redevelopment project costs for 2014 are currently expected to be approximately $104 million. As at December 31, 2013 RioCan s expansion and redevelopment pipeline will, upon completion, comprise approximately 1.4 million square feet, of which RioCan s ownership interest will be approximately 1.0 million square feet. 95
Highlights of RioCan s expansion and redevelopment projects are as follows: As at December 31, 2013 (thousands of square feet, millions of dollars) RioCan s % ownership Development Estimated project cost expenditures Sub-total Estimated remaining to date at Costs development activity at Project RioCan s Partners Historical Riocan s Incurred RioCan s interest Tenant(s) NLA interest interest Total costs(i) interest to date 2014 2015 2016+ Centre St. Martin, Laval, QC 100% Pharmaprix 36 $ 6 $ $ 6 $ 1 $ 4 $ 5 $ 2 $ $ Collingwood Centre, Collingwood, ON 100% Sobeys Expansion, Winners, Bed Bath & Beyond, Sport Chek, Carter s 80 15 15 2 2 4 13 Galeries Laurentides, St.-Jerome, QC 100% Gold s Gym 26 4 4 1 1 3 Kennedy Commons, Toronto, ON 50% LA Fitness, Michaels 85 6 6 12 9 2 11 4 Niagara Falls Plaza, Niagara Falls, ON 100% LA Fitness 41 9 9 1 1 2 8 Northumberland Square, Miramichi, NB 100% Giant Tiger, Winners 43 7 7 1 1 6 Tanger Outlets Multiple international Cookstown, Innisfil, ON 50% brands 159 24 24 48 7 4 11 20 Timmins Square, Timmins, ON 30% Ardene, Atmosphere 30 1 2 3 1 Yonge & Eglinton Centre, Winners, Joe Fresh, Toronto, ON 100% Cineplex Expansion 51 65 65 9 36 45 20 9 Yonge Sheppard Centre, Toronto, ON 50% Longos 110 16 16 32 12 4 Fair Value Adjustment 6 6 Total Committed Expansion and Redevelopment properties 661 153 48 201 35 51 86 89 13 Brookside Mall, Fredericton, NB 50% TBD 70 2 2 4 1 1 1 Carrefour Neufchatel, Neufchatel, QC 100% TBD 22 4 4 1 1 4 Flamborough Walmart Centre, Hamilton, ON 100% TBD 5 1 1 1 1 Les Factoreries Tanger Bromont, Bromont, QC 50% TBD 70 9 9 18 1 1 9 Les Factoreries Tanger Saint-Sauveur, Saint Sauveur, QC 50% TBD 19 3 3 6 3 Madawaska Centre, Edmundston, NB 100% TBD 91 4 4 1 1 4 Mega Centre Notre- Dame, Laval, QC 100% TBD 181 38 38 11 3 14 8 17 10 RioCan Centre Barrie, Barrie, ON 100% TBD 26 8 8 1 1 2 7 RioCan Centre Burloak, Oakville, ON 50% TBD 141 5 5 10 3 3 2 3 96
As at December 31, 2013 (thousands of square feet, millions of dollars) RioCan s % ownership Development Estimated project cost expenditures Sub-total Estimated remaining to date at Costs development activity at Project RioCan s Partners Historical Riocan s Incurred RioCan s interest Tenant(s) NLA interest interest Total costs(i) interest to date 2014 2015 2016+ RioCan Meadows, Edmonton AB 50% TBD 23 3 3 6 3 1 4 2 Timiskaming Square, New Liskeard, ON 100% TBD 79 3 3 1 1 2 2 Total Non-committed Expansion and Redevelopment properties 727 80 22 102 22 7 30 15 41 17 Total 1,388 $ 233 $ 70 $ 303 $ 57 $ 58 $ 116 $ 104 $ 54 $ 17 (i) Historical Costs Carrying amounts transferred from IPP for former anchors targeted for redevelopment. A summary of significant expansion and redevelopment projects currently underway are as follows: Centre St. Martin Laval, Quebec Centre St. Martin is a shopping centre located in the most densely populated area of Laval. The property is anchored by Club Entrepot Provigo (Loblaws) supermarket. Approximately 95,000 square feet of the centre is being redeveloped. Pharmaprix and Rossy will be completing expansions in 2014. Collingwood Centre Collingwood, Ontario Collingwood Centre is a community shopping centre currently consisting of 248,000 square feet of retail space. The centre is located at the northeast corner of Blue Mountain Road and Highway 26 and is anchored by Canadian Tire and Fresh Co. RioCan negotiated a lease termination agreement with Zellers (93,000 square feet) effective April 1, 2013. The enclosed mall portion of the property will be demolished and redeveloped in 2013 and 2014. New leases have been completed with Winners, Sport Chek, Bed Bath & Beyond, Dollarama and a Fresh Co expansion as part of the redevelopment. Galeries Laurentides St. Jerome, Quebec Galeries Laurentides is an enclosed community shopping centre located at the intersection of Boulevard des Laurentides and Boulevard Lachapelle. Zellers vacated in August 2012 and the former Zellers premises have been re-leased to a 43,000 square foot Urban Planet and a 35,000 square foot Maxi (who have relocated from their existing premises). The existing Maxi will be backfilled by a 26,000 square foot Gold s Gym in 2014. Kennedy Commons Toronto, Ontario Kennedy Commons is a 468,000 square foot new format retail centre anchored by Metro, Chapters, Sears Whole Home and The Brick and shadow anchored by a Rona (which ceased operations in December 2013). A lease buy-out was completed with AMC Theatres in late 2012. The AMC Theatre has been demolished and will be replaced with LA Fitness and Michaels in 2014. RioCan has a 50% ownership in this property. Niagara Falls Plaza Niagara Falls, Ontario This 144,000 square foot unenclosed community shopping centre anchored by a 33,275 square foot Foodland (Sobeys) is located at the northeast corner of Morrison Street and Dorchester Road. RioCan has negotiated a lease termination with Zellers effective April 1, 2013. A new lease has been finalized with LA Fitness to construct a 41,000 square foot gym in the former Zellers premises. The remainder of the former Zellers unit will be demolished in 2014. Northumberland Square Miramichi, New Brunswick Northumberland Square is a 208,000 square foot shopping centre located at the intersection of King George Highway and Rennie Road. RioCan has negotiated a lease termination with Zellers effective April 1, 2013, providing an opportunity to re-develop the property. 21,000 square feet has been leased to Winners and 21,500 square feet has been leased to Giant Tiger. Both tenants are scheduled to commence operations in 2014. 97
Tanger Outlets Cookstown Innisfil, Ontario Tanger Outlets Cookstown is located in Innisfil, Ontario, approximately 70 kilometres north of Toronto and 20 kilometres south of Barrie. The existing site is a 162,000 square foot single story, multi-tenant outlet centre. International brands located at the property include Coach, Tommy Hilfiger, Adidas, Mexx and Jones New York. The site also features 15 acres of vacant developable land on which an expansion of approximately 159,000 square feet is currently under construction with an expected completion in Q4 2014. This property was acquired in December 2011 as part of a 50-50 joint venture with Tanger Outlets. Timmins Square Timmins, Ontario Timmins Square is a 391,000 square foot enclosed mall anchored by Sears, Winners, Sport Chek and No Frills (Loblaws). Zellers vacated their 76,000 square foot premises in January 2013 and the unit has been backfilled by Urban Planet, and Ardene. RioCan has a 30% ownership interest in the property. Yonge & Eglinton Centre Toronto, Ontario Acquired in January 2007, RioCan Yonge Eglinton Centre is located at the northwest corner of Yonge Street and Eglinton Avenue and is comprised of two-high rise office towers situated above two levels of upscale retail. The retail component comprises approximately 264,000 square feet and features 70 retailers including anchor tenants Indigo Books & Music, Metro, Cineplex Silver City Theatres and Toys R Us. The office component comprises approximately 755,000 square feet situated within a 30-storey building on Yonge Street and a 22-storey tower on Eglinton Avenue. The mixed-use property aggregates over 1,000,000 square feet in total. RioCan has commenced a revitalization and expansion plan at RioCan Yonge Eglinton Centre that will capitalize on the neighborhood s residential intensification. The expansion includes 51,000 square feet of new retail space that will feature National tenants Winners, Joe Fresh as well as an expansion of the existing Cineplex Silver City Theatres and a potential combined 12-storey, 210,000 square foot expansion of the office towers. The new building will have a connection to the office towers and ingress/egress to the food court and subway. Construction of the new retail space began in early-2013. The interior renovations which will revitalize the centre began in late 2012 and are expected to be completed in the spring of 2014. Yonge Sheppard Centre Toronto, Ontario Yonge Sheppard Centre is situated on 6.18 acres and contains approximately 678,000 square feet of retail and office space. The 262,000 square foot retail mall is one of the largest in North York, and is anchored by Shoppers Drug Mart and Winners. The 416,000 square feet of office space within Sheppard Centre is currently 100% leased. RioCan recently submitted an application to amend the Official Plan and the zoning by law in order to add 110,000 square feet of additional retail space and 300,000 square feet of residential density to the site. RioCan acquired a 50% interest in the property in December 2011 on a joint venture basis with KingSett. RioCan currently has conditional agreements in place with Longo s Supermarket and LA Fitness to lease all of the space in the former cinema. Due to the substantial interest from many retailers, RioCan expects the retail space to be fully leased prior to completion. Brookside Mall Fredericton, New Brunswick This enclosed mall, anchored by Sobeys, contains 276,000 square feet of leasable area and is located on the north side of the Saint John River. Zellers vacated the site in January 2013 providing an opportunity to redevelop their 70,000 square foot space. 12,000 square feet of the former Zellers premises have been leased to a furniture store. RioCan has a 50% ownership interest in this property. Carrefour Neufchatel Neufchatel, Quebec Negotiations are underway with numerous national retailers for the remaining 22,000 square feet that can be developed at the site. Upon completion, the gross leasable area of the property will be approximately 231,000 square feet. Flamborough Walmart Centre Hamilton, Ontario This 31-acre site has been developed into a 312,000 square foot new format retail centre. The site is anchored by a 99,000 square foot Rona, which commenced operations in the fourth quarter of 2007 and a 151,000 square foot Wal-Mart which commenced operations in the third quarter of 2009. A 15,000 square foot Staples commenced operations in August 2013 and approximately 18,000 square feet of new tenancies commenced operations in early-2013. An additional 5,000 square feet of space remains to be developed at the property. Les Factoreries Tanger Bromont Bromont, Quebec Les Factoreries Tanger Bromont is a 162,000 square foot outlet mall located in Bromont, Quebec. Bromont is a popular ski tourist destination town, situated approximately 85 kilometres southeast of Montreal. The site benefits from an excellent tenant 98
roster featuring major international brands such as Tommy Hilfiger, Reebok, Sports Experts, Urban Planet and Le Chateau. The site also features 8.13 acres of vacant developable land on which an expansion of approximately 70,000 square feet can be developed. This property was acquired in November 2012 as part of a 50% joint venture with Tanger Outlets. Les Factoreries Tanger Saint-Sauveur Saint-Sauveur, Quebec Les Factoreries Tanger Saint-Sauveur consists of two properties; an outlet mall of approximately 100,000 square feet and a single tenant office building of approximately 16,000 square feet. Saint-Sauveur is a tourist and ski destination town in Quebec approximately 60 kilometres north of Montreal. The retail outlet mall benefits from a diverse tenant base featuring major international brands such as Point Zero, Bench, Nike, FGL Sports (Canadian Tire), Tommy Hilfiger, Reebok among others. The site also features 1.1 acres of excess density which will be acquired if the vendor is able to acquire the land from the city, on which two additional buildings totaling approximately 19,000 square feet can be constructed. This property was acquired in November 2012 as part of a 50% joint venture with Tanger Outlets. Mega Centre Notre-Dame Laval, Quebec Mega Centre Notre-Dame is located in Laval and contains 611,000 square feet of new format retail space. The property is anchored by Target and user-owned retailers Super C (Metro Richelieu) and Pharmaprix (Shoppers Drug Mart). National tenants operating at the property include Winners, HomeSense and Sports Experts. The plans contemplate that approximately 19 acres of adjacent vacant land will be developed into an additional 181,000 square feet of retail space. RioCan Centre Barrie Barrie, Ontario The centre is anchored by single-storey freestanding Zehrs (Loblaws) store and a Lowe s store that commenced operations in January 2009. The centre is located in one of the most developed areas in Barrie and has excellent visibility from Highway 400. In September 2009, RBC and RBC insurance commenced operations in a newly constructed freestanding pad. Mountain Equipment Co-op entered into a land lease with RioCan and construction of a freestanding building was completed in 2010. An additional 26,000 square feet of excess density exists on the site. RioCan Centre Burloak Oakville, Ontario RioCan Centre Burloak is an 89 acre site located at the southeast intersection of the QEW Highway and Burloak Drive. This 553,000 square foot new format retail site is anchored by a Home Depot (retailer owned), a Famous Players (Cineplex) Theatre and a Longo s Supermarket. An additional parcel of land totaling 8.5 acres is owned immediately south of the property and RioCan has entered into a conditional agreement to purchase the adjacent 4 acres. These parcels of land will be re-zoned in 2014 and an additional 141,000 square feet of retail will be developed on the site. RioCan has a 50% ownership interest in the property. RioCan Meadows Edmonton, Alberta RioCan Meadows is strategically located at the southwest corner of Whitemud and 17th Avenue, in southeast Edmonton. Upon completion, the site will contain a total leasable area of approximately 329,000 square feet. Existing anchor tenants include Winners, Best Buy, Staples, Mark s Work Wearhouse and PetSmart. In addition, a Home Depot (land lease) operates as part of the site. In 2010, Loblaws (who owns its own site) completed construction of a 100,000 square foot Real Canadian Super Store that acts as a shadow anchor. An additional 23,000 square feet can be developed at the site. RioCan has a 50% ownership interest in the property. Timiskaming Square New Liskeard, Ontario Timiskaming Square is a 164,000 square foot shopping centre located at the intersection of Highway 11 and Highway 11B. This enclosed shopping centre is anchored by Food Basics (Metro Richelieu) and Staples. Zellers vacated the site effective January 2013, providing an opportunity to redevelop the site. Excess Density In addition to RioCan s various development projects, the Trust contributes to portfolio growth through the intensification of existing properties where RioCan has identified opportunities to increase density or add to an existing asset. This intensification of existing properties is an important component of RioCan s organic growth strategy. As at December 31, 2013, RioCan s total excess density fair market value is $41 million and its potential consists of approximately 1.38 million square feet, of which RioCan s ownership interest will be approximately 1.26 million square feet. Properties Held for Resale Properties held for resale are properties acquired or developed for which RioCan generally intends to sell rather than hold on a long term basis. RioCan s plan is to dispose of all or part of such properties in the ordinary course of business. It is expected that 99
the Trust will earn a return on these assets through a combination of property operating income earned during the relatively short holding period, which will be included in net earnings, and sales proceeds. As at December 31, 2013, the Trust has $45.9 million of properties held for resale comprising the following four assets ($47.2 million as at December 31, 2012 comprising four assets): Tillicum Centre, Victoria, BC (Excess residential density) Sheppard Centre, Toronto, ON (Excess residential density) Stouffville Residential Lands, Stouffville, ON (Residential homes) Yonge & Eglinton Northeast Corner, Toronto, ON (Residential density) With respect to excess residential/condo density, RioCan is considering the potential of retaining such density and developing residential rental properties. Properties Held for Sale Properties held for sale are investment properties which RioCan no longer intends to hold as investment property and is in the process of disposing. The Trust currently has $12.6 million of properties held for sale comprising the following four assets: Canadian Tire unit Millcroft Shopping Centre, Burlington, ON Stouffville Retail Lands, Stouffville, ON Chaleur Lands, Big River, NB Renfrew Lands, Renfrew, ON Mortgages and Loans Receivable RioCan s Declaration contains provisions that have the effect of limiting the aggregate value of the investment by the Trust in mortgages, other than mortgages taken back on the sale of RioCan s properties, to a maximum of 30% of Adjusted Unitholders Equity which is defined in the section, Presentation of Financial Information and Non-GAAP Measures. Additionally, RioCan is limited to the amount of capital that can be invested in non-income producing properties to no more than 15% of the Adjusted Unitholders Equity, which limitation applies to both greenfield development projects and mortgages receivable to fund the co-owners share of such developments, referred to in this MD&A as mezzanine financing. At December 31, 2013, RioCan was in compliance with these restrictions. Contractual mortgages and loans receivable as at December 31, 2013 and December 31, 2012 are comprised of the following: (millions of dollars) As at December 31, Contractual rates Weighted Average Low High Rate 2013 2012 Mezzanine financing to co-owners 0% 8% 6.0% $ 213 $ 167 Vendor-take-back and other 0% 7% 5.0% 35 33 Total 0% 8% 5.8% $ 248 $ 200 Prior to maturity, payments on these mortgages and loans receivable from co-owners are made from the cash flows generated from operations and capital transactions relating to the underlying properties. The changes in the carrying amount of mortgages and loans receivable are as follows: (millions of dollars) Year ended December 31, 2013 2012 Balance, beginning of year $ 200 $ 147 Principal advances (i) 48 71 Mortgages and loans taken back on property dispositions 7 Principal repayments (i) (17) (20) Interest receivable repaid (3) (9) Interest receivable accrued 13 11 Balance, end of year $ 248 $ 200 (i) Advances and repayments related to properties held for resale are included in cash flows from operating activities (see Distributions to Unitholders below). All other such amounts are included in cash flows used in investing activities. 100
Future repayments are as follows: (millions of dollars) Mezzanine financing to co-owners Vendortake-back and other Total Due on demand $ 117 $ $ 117 Year ending December 31: 2014 19 11 30 2015 19 19 38 2016 45 45 2017 9 9 2018 4 5 9 $ 213 $ 35 $ 248 RELATED PARTY TRANSACTIONS RioCan may have transactions in the normal course of business with entities whose directors or trustees are also its trustees and/ or management. Any such transactions are in the normal course of operations and are measured at market based exchange amounts. Transactions subsequent to the formation of a co-ownership that are not contemplated by the co-ownership agreement are considered to be related party transactions for financial statement purposes. CAPITAL STRATEGY AND RESOURCES RioCan strives for an optimal financial structure to drive appropriate risk adjusted total returns. The principal objectives of the capital strategy are to: optimize the risk-adjusted cost of capital through an appropriate mix of debt and equity; raise debt from a variety of sources and maintain a well staggered maturity schedule with longer-term financing and committed income under long term tenant leases; maintain significant committed undrawn loan facilities to support current and future business requirements; actively manage financial risks, including interest rate, foreign exchange, liquidity and counterparty risks; and selectively sell assets as part of actively managing the portfolio and to increase the portfolio weighting to the six urban markets in Canada as a means to strategically re-cycle capital. Management believes that the quality of RioCan s assets and strong balance sheet are attractive to lenders and equity investors and should enable RioCan to continue to access multiple sources of capital at competitive rates. In addition, management believes that current market conditions will continue to provide opportunities for RioCan a well capitalized, highly experienced and growing company to acquire or develop high-quality assets at attractive returns. Opportunities to acquire or develop properties may come through outright acquisitions or joint venture arrangements. RioCan maintains a disciplined investment strategy, which focuses on high-quality assets in its targeted markets, emphasizing long-term value creation. Capital Strategy Supporting Continued Growth To support growth, RioCan employs a three-fold capital strategy: provide the capital necessary to fund growth; maintain sufficient flexibility to access capital in many forms, both public and private; and manage the overall financial structure in a fashion that preserves investment grade credit ratings. RioCan plans to further strengthen its balance sheet by reducing its overall debt leverage over time, thereby strengthening various interest and cash flow coverage ratios. It is management s intention that the Trust continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Trust may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure, along with the recycling of capital through the paring of the portfolio through selective asset sales. Liquidity and Cash Management RioCan maintains committed revolving bank facilities to provide financial liquidity. These can be drawn/repaid at short notice, reducing the need to hold liquid resources in cash and deposits. This minimizes costs arising from the difference between borrowing and deposit rates, while reducing credit exposure. 101
Capital Management Framework RioCan defines capital as the aggregate of common and preferred unitholders equity and debt. The Trust s capital management framework is designed to maintain a level of capital that: complies with investment and debt restrictions pursuant to the Trust s Declaration; complies with debt covenants; enables RioCan to achieve target credit ratings; funds the Trust s business strategies; and builds long-term unitholder value. The key elements of RioCan s capital management framework are set out in the Trust s Declaration, and/or approved by the Trust s Board, through the Board s annual review of the strategic plan and budget, supplemented by periodic Board and Board committee meetings. Capital adequacy is monitored by management of the Trust by assessing performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt covenants (see Note 28 to RioCan s 2013 Annual Financial Statements as at December 31, 2013). In selecting appropriate funding choices, RioCan s objective is to manage its capital structure in such a way so as to diversify its funding sources while minimizing its funding costs and risks. For 2014, RioCan expects to be able to satisfy all of its financing requirements through the use of cash on hand, cash generated by operations, refinancing of maturing debt, financing of certain assets currently unencumbered by debt, construction financing facilities, sale of non-core properties, utilization of its operating lines, and through public offerings of unsecured debentures, preferred units and common equity. Capital Structure As at December 31, 2013 and December 31, 2012, RioCan s capital structure, prepared at RioCan s interest utilizing proportionate consolidation, was as follows: (millions of dollars, except percentage amounts) 2013 2012 Increase (decrease) Capital: Mortgages payable and lines of credit $ 4,541 $ 4,425 $ 116 Debentures payable 1,447 1,292 155 Total Debt 5,988 5,717 271 Common and preferred unitholders equity 7,261 6,847 414 Total capital $ 13,249 $ 12,564 $ 685 Total assets $ 13,554 $ 12,888 $ 666 Cash and equivalents $ 41 $ 184 $ (143) Ratio of total debt, net of cash, to total assets, net of cash, at RioCan s interest 44.0% 43.6% 0.4% Ratio of floating rate debt to total debt 8.0% 6.6% 1.4% 102
Debt and Leverage Metrics Targeted Ratios Three months ended December 31, 2013 (vii) December 31, 2013 Rolling 12 months ended December 31, 2013 December 31, 2012 Interest coverage ratio RioCan s interest (i) >2.75x 3.10 2.80 2.83 2.69 Debt service coverage ratio RioCan s interest (ii) >2.25x 2.26 2.10 2.10 1.98 Fixed charge coverage ratio RioCan s interest (iii) >1.1x 1.10 1.06 1.06 1.04 Net consolidated debt to Adjusted EBITDA ratio (iv) n/a 7.51 7.51 7.52 7.00 Net debt to Adjusted EBITDA ratio RioCan s interest (v) n/a 7.85 7.85 7.56 7.29 Net Operating debt to Operating EBITDA RioCan s interest (vi) <6.5x 7.49 7.49 7.24 7.09 Distributions as a percentage of AFFO <90% 95.3% 95.3% 95.3% 99.3% Unencumbered assets to Unsecured debt >130% 142% 104% Unencumbered assets $ 2,068 $ 1,353 Unsecured debentures $ 1,456 $ 1,299 (i) (ii) (iii) (iv) (v) (vi) (vii) Interest coverage defined as: Adjusted EBITDA for the period, divided by total interest expense at RioCan s share (including interest that has been capitalized). Adjusted EBITDA is calculated below. Debt service coverage defined as: Adjusted EBITDA for the period, divided by total interest expense at RioCan s interest (including interest that has been capitalized) and scheduled mortgage principal amortization. Fixed charge coverage is defined as: Adjusted EBITDA for the period, divided by interest expense (including interest that has been capitalized) and distributions to common and preferred unitholders. Net consolidated debt to Adjusted EBITDA is defined as: the average consolidated debt (net of cash) for the period divided by Adjusted EBITDA. Net debt to Adjusted EBITDA is defined as: the average debt outstanding (net of cash) at RioCan s interest for the period divided by Adjusted EBITDA Net operating debt to Operating EBITDA is defined as: the average debt outstanding (net of cash) at RioCan s interest for the period less debt related to property under development divided by Operating EBITDA. Adjusted to exclude interest capitalized. For the three months ended December 31, 2013, the interest coverage ratio continued to improve, thereby enabling the Trust to exceed its target ratio on a rolling 12 month basis. Debt service coverage ratio, for the three months ended December 31, 2013 and on a rolling 12 month basis, improved modestly due to higher NOI and refinancing debt at lower interest rates. As at December 31, 2013, unencumbered assets to debentures payable increased to 142%, as compared to 104% as at December 31, 2012. Unencumbered assets to debenture payable is defined as unencumbered assets at RioCan s interest divided by unsecured debentures payable. As part of its capital management strategy, it is RioCan s objective to further improve its leverage and coverage ratios. The Trust s objective is to achieve the targeted ratios indicated in the above table over time. During 2013, the Trust generated $110 million through its common Unit DRIP program, representing a DRIP participation rate of 25.8%. The generation of this additional capital supports the Trust s growth strategy and provides liquidity in support of RioCan s development program, where there has been a substantial increase in activity since 2012 on multiple projects. RioCan s objective is for this increased level of activity to continue in 2014 and for several years thereafter, with an increased focus on urban development. 103
Adjusted EBITDA at RioCan s interest is calculated as follows: (thousands of dollars) Three months ended December 31, 2013 12 months ended December 31, 2013 December 31, 2012 Net earnings attributable to unitholders $ 264,754 $ 709,451 $ 1,344,220 Add (deduct) the following items: Deferred income tax expense (recovery) (870) (280) (750) Fair value gains on investment property, net (137,699) (228,803) (904,749) Non-cash unit based compensation expense 1,585 5,925 5,171 Interest expense 60,477 243,214 242,829 Expense for early redemption of debentures 12,094 Amortization of capital assets included in general and administrative expense 578 2,159 1,665 Foreign exchange loss (gain) 65 170 (84) Impairment of investment 11,999 Acquisition/disposition transaction costs (1,228) 3,840 1,794 Adjusted EBITDA $ 187,662 $ 747,770 $ 702,095 Adjust: Transaction gains (ii) (175) (445) (7,798) Adjust: Items related to properties under development 1,163 4,080 2,981 Operating EBITDA $ 188,650 $ 751,405 $ 697,278 Three months annualized Adjusted EBITDA $ 750,648 Three months annualized Operating EBITDA $ 754,600 Consolidated net debt is calculated as follows: (thousands of dollars) Average debt outstanding $ 5,957,301 $ 5,679,193 $ 4,971,591 Less: average cash on hand (15,903) (57,838) (53,995) Net debt $ 5,941,398 $ 5,621,355 $ 4,917,596 Less: Debt related to properties under development (i) (259,573) (233,720) (171,395) Net Operating Debt $ 5,681,825 $ 5,387,635 $ 4,746,201 Net debt at RioCan s interest is calculated as follows: (thousands of dollars) Average debt outstanding $ 5,917,417 $ 5,729,816 $ 5,180,665 Less: average cash on hand (24,433) (73,574) (62,197) Net debt $ 5,892,984 $ 5,656,242 $ 5,118,468 Less: Debt related to properties under development (i) (238,902) (215,043) (176,646) Net Operating Debt $ 5,654,082 $ 5,441,199 $ 4,941,822 (i) Allocated based on the ratio of Debt to Total Assets (ii) Transaction gains in 2013 relate to current tax recoveries associated with RioCan s investments in WCNUF I and II. Transaction gains in 2012 mainly relate to realized gains on the sale of certain marketable securities held as a portfolio investment as well as distributions received by the Trust on its investment in WCNUF I. 104
Debt RioCan intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings from Standard and Poor s (S&P) and from Dominion Bond Rating Services Limited (DBRS). A credit rating generally provides an indication of the risk that the borrower will not fulfill its obligations in a timely manner with respect to both interest and principal commitments. Rating categories range from highest credit quality (generally AAA) to default payment (generally D). As at December 31, 2013, S&P provided RioCan with an entity credit rating of BBB and a credit rating of BBB- relating to RioCan s senior unsecured debentures (Debentures). An obligor with a credit rating of BBB by S&P exhibits adequate capacity to meet its financial obligations, however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. A credit rating of BBB- or higher is an investment grade rating. As at December 31, 2013, DBRS provided RioCan with a credit rating of BBB (high) relating to the Debentures. A credit rating of BBB by DBRS is generally an indication of adequate credit quality, the capacity for the payment of financial obligations is considered acceptable but the entity may be vulnerable to future events. Revolving Lines of Credit As at December 31, 2013, RioCan had three revolving lines of credit in place with three Canadian Schedule I financial institutions, having an aggregate capacity of $535 million ( December 31, 2012 $425 million). Subsequent to December 31, 2013, RioCan renegotiated an existing operating facility and added a fourth operating line. An existing facility has been increased from $100 million to $130 million and the new facility has a capacity of $75 million; both have pricing similar to RioCan s other operating lines and maturity dates of June 2017. These facilities bring RioCan s aggregate limit to $640 million. The following table summarizes the details of the secured lines of credit as at February 12, 2014: (in millions of dollars) Amounts drawn Facility Maximum committed Amount Cash advances Letters of Credit Available to be drawn Interest rates Maturity 1 $ 250(i) $ $ 10 $ 240 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 2 130(i) 30 100 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 3 185(i) 183 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 4 75 75 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% (i) $ 640 $ $ 40 $ 598 November 2016 June 2017 December 2016 June 2017 Secured by charges against certain income properties. Should the aggregate agreed values for lending purposes of such properties fall to a level which would not support a borrowing of the maximum loan amount, RioCan has the option to provide substitute income properties as additional security. Debentures Payable As at December 31, 2013, RioCan had eight series of Debentures outstanding totalling $1.4 billion (December 31, 2012 eight series totalling $1.3 billion). As mentioned below, on January 23, 2014, a ninth series of debentures was issued bringing the outstanding total to $1.55 billion. The Debentures have covenants relating to RioCan s 60% leverage limit to Aggregate Assets as set out in RioCan s Declaration, the maintenance of a $1.0 billion Adjusted Book Equity, defined in the indenture, and maintenance of an interest coverage ratio of 1.65 times or better. There are no requirements under the unsecured Debenture covenants that require RioCan to maintain unencumbered assets. The Series I debentures, which are due in 2026 and aggregate $100 million, have an additional provision 105
that provides RioCan with the right, at any time, to convert these debentures to mortgage debt, subject to the acceptability of the security given to the debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest coverage ratio would be eliminated for this series of debenture. 2013 Activity During the first quarter of 2013, the Trust issued $250 million principal amount of Series S senior unsecured debentures which mature on March 5, 2018, and carry a coupon rate of 2.87%. At maturity in March 2013, the $150 million Series G senior unsecured debentures with a coupon rate of 5.23% were repaid in accordance with their terms. On May 17, 2013, RioCan redeemed the $150 million Series M senior unsecured debentures due March 31, 2015, in accordance with their terms, at a total redemption price of $1,072.30 plus accrued and unpaid interest of $7.275 to but excluding the redemption date, both per $1,000 principal amount. The total redemption price, including accrued interest, was $161.9 million. On April 18, 2013, the Trust issued $200 million of Series T senior unsecured debentures which mature on April 18, 2023 and carry a coupon rate of 3.725%. These debentures are subject to the same covenants as the other above noted outstanding debentures, with the exception of Series I which has an additional provision as discussed above. On January 23, 2014, the Trust issued $150 million of Series U senior unsecured debentures which mature on June 1, 2020 and carry a coupon rate of 3.62%. 2012 Activity On January 26, 2012, the Trust issued $150 million principal amount of Series P senior unsecured debentures which mature on March 1, 2017, and carry a coupon rate of 3.80%. At maturity on June 15, 2012, the Trust redeemed the $100 million Series H senior unsecured debentures with a coupon rate of 4.70%, in accordance with their terms. On June 28, 2012, the Trust issued $150 million of Series Q senior unsecured debentures which mature on June 28, 2019 and carry a coupon rate of 3.85%. On July 19, 2012, the Trust issued an additional $25 million of Series Q senior unsecured debentures, resulting in an aggregate of $175 million of Series Q debentures outstanding. The additional debentures carry a coupon rate of 3.85%, mature on June 28, 2019 and were sold at a price of $25.4 million plus accrued interest, with an effective yield of 3.609%. On December 12, 2012, the Trust issued $250 million of Series R senior unsecured debentures which mature on December 13, 2021 and carry a coupon rate of 3.716%. Changes in the carrying amount of debentures resulted primarily from the following: (millions of dollars) Year ended December 31, 2013 2012 Balance, beginning of year $ 1,299 $ 827 Issuances 450 575 Repayments (300) (100) Foreign currency translation 7 (3) Contractual obligations 1,456 1,299 Unamortized debt financing costs (9) (7) Balance, end of year $ 1,447 $ 1,292 106
Mortgages Payable and Lines of Credit RioCan s Interest During the year ended December 31, 2013, RioCan had new mortgage borrowings and operating line draws as follows: (millions of dollars, except other data) Year ended December 31, 2013 Balance Weighted average contractual interest rate Average term to maturity in years New borrowings: Fixed rate term mortgages Canada $ 237 3.12% 4.9 Fixed rate term mortgages US 89 4.14% 8.3 Floating rate term mortgages Canada 78 1.73% 3.6 Floating rate term mortgages US 7 1.80% 3.0 Construction financing 15 2.22% 0.5 Operating lines of credit 245 1.79% 1.0 New borrowings RioCan s interest (i) $ 671 2.57% 3.7 (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated balance sheet. As at December 31, 2013, the Trust s mortgages payable and drawn lines of credit (at RioCan s interest), was $4.5 billion ($4.4 billion as at December 31, 2012). The vast majority of the Trust s mortgage indebtedness provides recourse to the assets of the Trust, as opposed to only having recourse to the specific property charged. RioCan follows this policy as it generally results in lower interest costs than would otherwise be obtained. In the United States, mortgage debt is generally non-recourse financing, with no US secured debt having recourse to the assets of the Canadian operations of the Trust. 107
As at December 31, 2013, the contractual interest rates on mortgages payable and amounts drawn on operating lines ranged from 1.68% to 8.45% per annum with a weighted average interest rate of 4.43% per annum. Changes in the carrying amount of the mortgages payable and lines of credit, at RioCan s interest, resulted primarily from the following: (millions of dollars) Year ended December 31, 2013 2012 Balance, beginning of year $ 4,417 $ 4,145 New Borrowings: Fixed rate term mortgages Canada 237 449 Fixed rate term mortgages US 89 92 Floating rate term mortgages Canada 78 83 Floating rate term mortgages US 7 Construction financing 15 12 Advances on operating lines of credit 245 188 Assumed on the acquisition of properties 342 227 Principal repayments: Scheduled amortization (92) (94) Operating lines of credit (250) (221) At maturity: Fixed rate term mortgages (412) (354) Floating rate term mortgage (18) Construction financing (3) (26) On the disposition of properties Disposition of Canadian properties (159) (42) Disposition of US properties (56) Foreign currency translation 70 (24) Contractual obligations 4,528 4,417 Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties 28 23 Unamortized debt financing costs (15) (15) Balance, end of year RioCan s interest (i) $ 4,541 $ 4,425 (i) See 2013 Change in Accounting Policy for a reconciliation to RioCan s consolidated balance sheet. At the outset of 2013, RioCan had $359 million of mortgage principal and operating lines maturing in 2013 at a weighted average contractual interest rate of 5.79%. During 2013, RioCan had new term borrowings of $411 million at a weighted average interest rate of 3.06% and an average term of 5.4 years. For the year ended December 31, 2013, repayments of maturing mortgage balances and scheduled amortization amounted to $504 million. For 2014, RioCan has $327 million of principal maturities at a weighted average contractual interest rate of 4.62%. As at December 31, 2013, RioCan s Aggregate Debt has a 4.7 year weighted average term to maturity (December 31, 2012 4.7 years) bearing interest at a weighted average contractual interest rate of 4.3% per annum (December 31, 2012 4.7%). 8.0% of the Trust s Aggregate Debt is at floating interest rates at December 31, 2013 compared to 6.6% at December 31, 2012. Hedging Activities The effectiveness of the hedging relationships is reviewed on a quarterly basis. At December 31, 2013 the Trust has assessed that there is no ineffectiveness in the hedge of its interest rate exposure. 108
Aggregate Maturities On a combined basis, RioCan s mortgages and debentures payable bear a weighted average contractual interest rate of 4.3% with a weighted average term to maturity of 4.7 years. RioCan s debt maturity profile and future repayments are as outlined below: Contractual (i) Principal maturities (millions of dollars, except percentage amounts) As at December 31, 2013 Mortgages payable Weighted average interest rate Debentures payable Weighted average interest rate Total Mortgages and Debentures payable Scheduled principal amortization Total Weighted average interest rate Year ending December 31: 2014 $ 327 4.62% $ $ 327 $ 86 $ 413 4.62% 2015 603 4.63% 106 4.10% 709 81 790 4.55% 2016 649 4.55% 225 4.50% 874 69 943 4.54% 2017 915 3.61% 150 3.80% 1,065 58 1,123 3.63% 2018 485 3.80% 250 2.87% 735 44 779 3.49% Thereafter 1,129 4.70% 725 4.06% 1,854 82 1,936 4.38% $ 4,108 4.42% $ 1,456 3.90% $ 5,564 $ 420 $ 5,984 4.30% (i) At RioCan s interest The principal maturities by lender by year of maturity are as follows: Contractual (i) Principal maturities by type of lender (millions of dollars) Life insurance industry Mortgage conduit Banks Pension funds Other Unsecured debentures Total Year ending December 31: 2014 $ 73 $ 10 $ 226 $ 6 $ 12 $ $ 327 2015 185 155 192 62 9 106 709 2016 169 128 343 9 225 874 2017 232 73 455 106 49 150 1,065 2018 72 46 341 13 13 250 735 Thereafter 373 331 321 104 725 1,854 $ 1,104 $ 743 $ 1,878 $ 291 $ 92 $ 1,456 $ 5,564 (i) At RioCan s interest The table below presents RioCan s interest in assets at fair value that are available to it to finance and/or refinance for debt maturing in 2014 and 2015: Fair Value of Income Principal balance Properties at of debt maturing Number of December 31, (millions of dollars) Properties 2013 2014 2015 Unencumbered income property assets 86 $ 1,807 $ $ Unencumbered development property assets 17 261 Unencumbered assets 103 2,068 Encumbered assets with debt maturing in 2014 24 837 302 Encumbered assets with debt maturing in 2015 37 1,626 603 Construction financing on properties under development 1 28 VTB on properties under development 1 3 Total 166 $ 4,531 $ 333 $ 603 109
RioCan has the continued flexibility to generate additional funds in 2014 through refinancing maturing loan balances as well as repaying such balances to increase the size of RioCan s pool of unencumbered assets. As at December 31, 2013, RioCan had 103 properties that were unencumbered with a fair value of approximately $2.1 billion. During the first quarter of 2014, it is RioCan s intention to repay mortgages aggregating $82 million on twelve properties with a fair value of approximately $242 million and encumber three properties with a fair value of approximately $75.1 million, with approximately $47 million of debt. Considering RioCan s current levels of cash, undrawn credit facilities, relatively low leverage and demonstrated historical access to debt capital markets, the Trust expects that all maturities will be refinanced or repaid in the normal course of business, and as such, RioCan does not currently anticipate that it will be required to sell assets and/or issue equity to meet its maturing debt obligations for 2014. Trust Units As at February 12, 2014, there are 304.9 million common Units issued and outstanding and 9.7 million options outstanding under the Trust s incentive unit option plan (the Plan). All common Units outstanding have equal rights and privileges and entitle the holder thereof to one vote for each Unit at all meetings of Unitholders. During the years ended December 31, 2013 and 2012, the Trust issued Units as follows: (number of Units in thousands) Year ended December 31, 2013 2012 Units outstanding, beginning of year (i) 300,099 279,113 Units issued: Exchangeable limited partnership units 29 Public offerings 15,510 Distribution reinvestment plan 4,365 4,081 Direct purchase plan 53 47 Unit option plan 476 1,319 Common trust units repurchased and cancelled (918) Units outstanding, end of year (i) 304,075 300,099 (i) Included in units outstanding are exchangeable limited partnership units of four limited partnerships that are subsidiaries of the Trust (the LP units) which were issued to vendors, as partial consideration for income properties acquired by RioCan (December 31, 2013 2,144,411 LP units; December 31, 2012 2,312,661 LP units). RioCan is the general partner of the limited partnerships. The LP units are entitled to distributions equivalent to distributions on RioCan Units, must be exchanged for RioCan Units on a one-for-one basis and are exchangeable at any time at the option of the holder. RioCan s continued access to capital allows the Trust to be an active acquirer of properties both in Canada and the US as opportunities arise. On April 20, 2012, RioCan issued an aggregate of 8.6 million common Units at a price of $26.80 per Unit for aggregate gross proceeds of $230 million. The aggregate offering was comprised of the issuance of 7.5 million Units at $26.80 per Unit for gross proceeds of $200 million, together with the option granted to underwriters, which was exercised in full, for an issuance of an additional 1.1 million Units at $26.80 per Unit for additional gross proceeds of $30 million. On September 19, 2012, RioCan issued an aggregate of 6.9 million common Units at a price of $27.90 per Unit for aggregate gross proceeds of $193 million. The aggregate offering was comprised of the issuance of 6.3 million Units at $27.90 per Unit for gross proceeds of $175 million, together with the option granted to underwriters, which was exercised in part, for an issuance of an additional 650,000 Units at $27.90 per Unit for additional gross proceeds of $18 million. During the fourth quarter of 2013, 1.1 million Units were issued pursuant to the Trust s distribution reinvestment plan compared to 1.1 million Units during the same period in 2012. Participation in the distribution reinvestment plan was 25.6% for the three months ended December 31, 2013, compared to 29.2% for the three months ended December 31, 2012. RioCan has a Restricted Equity Unit (REU) plan which provides for an allotment of REUs to each non-employee trustee. The value of the REUs allotted appreciate and depreciate with increases or decreases in the market price of the Trust s Units. During the fourth quarter of 2013, nil REU s were granted (nil for the same period in 2012). REU members are also entitled to be credited with REUs for distributions paid in respect of Units of the Trust based on an Average Market Price of the Units as defined by the plan. The REUs vest and are settled three years from the date of issuance by a cash payment equal to the number of vested REUs credited to the member multiplied by the Average Market Price of the Trust s Units at the settlement date, less applicable withholdings. The REU plan liability at December 31, 2013 was $1.7 million ($1.9 million at December 31, 2012). 110
The Trust provides long-term incentives to certain employees by granting options through the Plan. The objective of granting unitbased compensation is to encourage Plan members to acquire an ownership interest in RioCan over time and acts as a financial incentive for such persons to act in the long term interests of RioCan and its unitholders. The exercise price for each option is equal to the volume weighted average trading price of the Units on the Toronto Stock Exchange for the five trading days immediately preceding the date of grant except for those options granted prior to May 27, 2009 which have an exercise price equal to the closing price of the Trust s Units on the date prior to the day the option was granted. Of the 29.2 million Units approved to be granted under the Plan, 4.7 million Units remain available for grant under the Plan as at December 31, 2013 (December 31, 2012 6.5 million Units). During the fourth quarter of 2013, nil options were granted under the Plan compared to nil granted during the same period in 2012. During the fourth quarter of 2013, 88,000 Units were issued pursuant to exercises of the incentive Unit options, compared to nil Units for the comparable period of 2012. As part of its ongoing commitment to corporate governance matters, the Board and its Human Resources and Compensation Committee have retained an independent compensation consultant to assist them in their review and reformulation of the Trust s approach to executive compensation matters, and to recommend enhancements to further align the Trust s compensation program with interests of the Trust s unit holders. Contemplated changes remain a work in progress and continue to be subject to numerous factors, including without limitation, the review and determination of taxation and accounting matters, external legal review, and definitive documentation. Any changes are not expected to have a material impact on the quantum of compensation that is paid to the Trust s most senior executives but rather on the mix of the components of the compensation program On July 25, 2013, RioCan announced the TSX approval of its notice of intention to make a NCIB for a portion of its Units as appropriate opportunities arise from time to time. RioCan s NCIB will be made in accordance with the requirements of the TSX. Under the NCIB, RioCan may acquire up to a maximum of 15,039,156 of its Units, or approximately 5% of its issued and outstanding Units as of July 9, 2013, for cancellation over the next 12 months commencing on or about August 3, 2013 until August 4, 2014 (as such other time as RioCan completes its purchases or provides notice of termination of such bid). The number of Units that can be purchased pursuant to the bid is subject to a current daily maximum of 149,016 Units (equal to 25% of the average daily trading volume from January 1, 2013 through to June 30, 2013), subject to RioCan s ability to make one block purchase of Units per calendar week in excess of such limits. RioCan intends to fund the purchases out of its available cash and undrawn credit facilities. During the third quarter of 2013, RioCan purchased and cancelled 917,700 common Units, at a total cost of $22.1 million. The excess of the purchase price over the book value of the Units purchased during the quarter was recorded as a charge to cumulative earnings amounting to $9.3 million. Preferred Units On December 6, 2010, the Trust s Declaration was amended and restated to permit the future authorization and issuance of a class of preferred equity securities. RioCan believes that preferred units provides the Trust with further enhanced ability to more actively pursue value enhancing opportunities and acquisitions by providing the Trust with greater flexibility in raising capital. In addition, the preferred units potentially provide the Trust with an opportunity to reduce its cost of capital. In the first quarter of 2011, the Trust issued 5 million 5.25% Preferred Units, Series A at a price of $25 per unit for aggregate gross proceeds of $125 million. Also, on November 20, 2011, the Trust issued 5.98 million 4.7% Preferred Trust Units, Series C at a price of $25 per unit for aggregate gross proceeds of $149.5 million. S&P and DBRS provided credit ratings for the Preferred Units, Series A and Preferred Units, Series C Units of the Trust. The Preferred Units, Series A and Preferred Units, Series C Units have both been assigned a rating of Pfd-3 (high) by DBRS and a rating of P-3 (high) by S&P. DBRS has five rating categories of preferred shares for which it will assign a rating. The Pfd-3 rating is the third highest category available from DBRS for preferred securities and is considered to be of adequate credit quality. According to DBRS, preferred securities rated Pfd-3 are of adequate credit quality and while protection of distributions and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 ratings generally correspond with companies whose senior bonds are rated in the higher end of the BBB category. A P-3 (High) rating by S&P is the third of the three sub-categories within the second highest rating of the eight standard categories of ratings utilized by S&P for preferred units. High and low grades may be used to indicate a relative standing of a credit within a particular rating category. Guarantees RioCan provides guarantees on behalf of third parties, including co-owners and partners, for which the Trust generally is paid a fee, as, among other reasons, it generally results in lower interest costs and higher loan-to-value ratios than would otherwise be obtained. Also, RioCan s guarantees remain in place for debts assumed by purchasers in connection with certain property dispositions and will remain until such debts are extinguished or lenders agree to release RioCan s covenants. Credit risks arise in the event that these parties default on repayment of their debt since they are guaranteed by RioCan. These credit risks are mitigated as RioCan has recourse under these guarantees in the event of a default by the borrowers, in which case the Trust s claim has security against both the purchaser and the underlying real estate investments. As at December 31, 2013, the estimated amount of debt subject to such guarantees and, therefore, the maximum exposure to credit risk was approximately $467 million with expiries between 2014 and 2034. As at December 31, 2013 and during 2013 there have been no defaults by the primary obligors for debts on which RioCan has provided guarantees, and as a result, no contingent loss on these guarantees has been recognized in the Trust s financial statements. 111
At December 31, 2013, the parties on behalf of which RioCan had outstanding guarantees are as follows: (millions of dollars) As at December 31, 2013 2012 Partners and co-owners Kimco $166 $129 Trinity 65 53 Other 51 52 Assumption of mortgages by purchasers on property dispositions Retrocom Mid-Market REIT 46 48 Devimco 67 CREIT 46 Other 26 17 $467 $299 Liquidity Liquidity refers to the Trust having and/or generating sufficient amounts of cash and equivalents to fund the ongoing operational commitments, distributions to unitholders and planned growth in the business. RioCan retains a portion of its annual operating cash flows to help fund ongoing maintenance capital expenditures, tenant installation costs and long term unfunded contractual obligations, among other items. Cash on hand, borrowings under the revolving credit facilities, the equity and debt capital markets and the potential sale of assets also provide the necessary liquidity to fund ongoing and future capital expenditures and obligations. At December 31, 2013, on a consolidated basis, RioCan had: $39 million of cash; $426 million of cash available under undrawn bank lines of credit; indebtedness net of cash is 43.9% of total assets net of cash based on fair value; and 103 unencumbered properties with a fair value of $2.1 billion. Unitholder distributions reinvested through the distribution reinvestment and direct purchase plans result in the issuance of Units, as opposed to a cash outlay, thereby providing an additional source of capital to fund RioCan s activities (see Distributions to Unitholders elsewhere in this MD&A). RioCan s liquidity profile, at RioCan s interest, at December 31, 2013 is as follows: (millions of dollars) As at December 31, 2013 As at December 31, 2012 Cash and equivalents $ 41 $ 184 Undrawn lines of credit 426 330 Liquidity $ 467 $ 514 Contractual debt: Unsecured debentures payable $ 1,456 $ 1,299 Mortgages payable 4,528 4,440 Total contractual debt $ 5,984 $ 5,739 Liquidity as a percentage of total contractual debt 7.8% 9.0% Percentage unsecured 24.3% 22.6% Percentage secured 75.7% 77.4% 112
RioCan s liquidity is impacted by the Trust s contractual debt commitments and its forecasted development expenditures on active projects, at RioCan s interest, at December 31, 2013 as follows: Contractual Debt Commitments and Development Expenditures (in millions) 2014 2015 2016 2017 2018 Thereafter Total Mortgages $ 413 $ 684 $ 718 $ 973 $ 465 $ 1,275 $ 4,528 Debentures 106 225 150 250 725 1,456 Developments 178 68 36 214* 496 Total $ 591 $ 858 $ 979 $ 1,123 $ 715 $ 2,214 $ 6,480 * Represents forecasted development expenditures from years 2016 to 2019, net of financing. Deferred Income Taxes The Trust qualifies as a mutual fund trust and a REIT for Canadian income tax purposes. The Trust expects to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for Canadian income tax purposes. Accordingly, no provision for current income taxes payable is required, except for amounts incurred in its incorporated Canadian subsidiaries. The Trust s US subsidiary qualifies as a REIT for US income tax purposes. This subsidiary expects to distribute all of its US taxable income (if any) to Canada and is entitled to deduct such distributions for US income tax purposes. Accordingly, no provision for US current income tax payable is required. The Trust consolidates certain wholly owned incorporated entities that are subject to tax. The tax disclosures, expense and deferred tax balances relate only to these entities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of unused tax credits and losses that are available to be carried forward to future tax years to the extent that it is probable that the deductions, unused tax credits and losses can be realized. Deferred tax assets and liabilities are measured at the undistributed tax rates that are expected to apply when the assets are realized or the liabilities are settled, based on the tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred income tax relating to items recognized in equity will also be recognized in equity. At December 31, 2013, the Trust had deferred tax assets of $9 million (December 31, 2012 $9 million) primarily related to a goodwill balance that arose during the restructuring the Trust undertook to qualify as a REIT for purposes of the Income Tax Act (Canada). If the Trust were to cease to qualify as a REIT for Canadian income tax purposes, certain distributions would not be deductible in computing income for Canadian income tax purposes and the Trust would be subject to tax on such distributions at a rate substantially equivalent to the general corporate income tax rate. Other distributions would generally continue to be treated as returns of capital to unitholders. Distributions to Unitholders The Trust expects to distribute to its unitholders in each year an amount not less than the Trust s income for the year, as calculated in accordance with the Act after all permitted deductions under the Act have been taken. RioCan s monthly distribution in 2013 was $0.1175 per Unit, representing, on an annualized basis, $1.41 per Unit. Distributions to Unitholders are as follows: (millions of dollars, except when otherwise noted) Year ended December 31, 2013 2012 Distributions to common Unitholders $ 426 $ 401 Distributions reinvested through the distribution reinvestment plan (110) (108) Distributions to common Unitholders, net of distribution reinvestment plan $ 316 $ 293 Distribution reinvestment plan participation rate 25.8% 26.9% 113
Difference between consolidated cash flows provided by operating activities and distributions to Unitholders A comparison of distributions to Unitholders with cash flows provided by operating activities and net distributions is as follows: (millions of dollars) Cash Flows Provided By (Used In) Year ended December 31, 2013 2012 2011 Cash flows provided by operating activities $ 408 $ 422 $ 356 Adjust for: Changes in non-cash operating items and other 54 12 (9) Adjusted operating cash flow $ 462 $ 434 $ 347 Distributions to Unitholders $ 426 $ 401 $ 367 Distributions reinvested through the distribution reinvestment plan (110) (108) (82) Net distributions $ 316 $ 293 $ 285 In determining the annual level of distributions to Unitholders, the Trust considers at forward-looking cash flow information including forecasts and budgets and the future business prospects of the Trust. Furthermore, RioCan does not consider periodic cash flow fluctuations resulting from items such as the timing of property operating costs and tax installments, and semi-annual debenture and mortgages payable interest payments in determining the level of distributions to Unitholders in any particular quarter. Additionally, in establishing the level of cash distributions to Unitholders the Trust considers the impact of, among other items, the future growth in the income producing portfolio, completion of properties under development, impact of future acquisitions and capital expenditures and leasing related to the income producing portfolio. Distributions to Unitholders are expected to continue to be funded by cash flows generated from RioCan s real estate investments and fee generating activities. Difference between net earnings and distributions to Unitholders A comparison of distributions to Unitholders with consolidated cash flows provided by operating activities and net earnings is as follows: (millions of dollars) Year ended December 31, 2013 2012 2011 Cash flows provided by operating activities $ 408 $ 422 $ 356 Net earnings attributable to Unitholders $ 695 $ 1,330 $ 866 Distributions to Unitholders $ 426 $ 401 $ 367 Difference between cash flows provided by operating activities and distributions to Unitholders $ (18) $ 21 $ (11) Difference between net earnings attributable to Unitholders and distributions to Unitholders $ 269 $ 929 $ 499 The Trust does not use net earnings in accordance with IFRS as the basis to establish the level of Unitholders distributions as net earnings include, among other items, non-cash fair value adjustment related to its investment property portfolio and deferred income taxes. Consideration is given by RioCan to maintenance capital expenditures for the property portfolio and preferred distributions in establishing the level of annual distributions to Unitholders. 114
SELECTED QUARTERLY CONSOLIDATED INFORMATION (millions of dollars, except per unit amounts) 2013 2012 As at and for the quarter ended Q4 Q3 Q2 Q1 Q4* Q3* Q2* Q1* Total revenue $ 307 $ 276 $ 278 $ 292 $ 286 $ 270 $ 256 $ 261 Net earnings* 265 130 154 164 472 127 412 349 Net earnings per common Unit* basic 0.86 0.41 0.50 0.53 1.55 0.42 1.41 1.21 diluted 0.86 0.41 0.49 0.53 1.55 0.42 1.40 1.20 Operating FFO 124 124 121 124 116 115 106 103 Operating FFO per Unit 0.41 0.41 0.40 0.41 0.39 0.40 0.37 0.37 Total assets** 13,530 13,092 12,931 12,713 12,619 11,932 11,545 10,884 Total mortgages and debentures payable** 5,959 5,733 5,579 5,477 5,451 5,069 4,931 4,880 Total distributions to common Unitholders 107 107 106 106 103 101 100 96 Total distributions to common Unitholders per Unit 0.3525 0.3525 0.3525 0.3525 0.345 0.345 0.345 0.345 DRIP Participation Rate 25.6% 25.9% 25.2% 26.3% 29.2% 27.2% 27.1% 23.7% Net book value per common Unit*** 23.01 22.44 22.42 22.18 21.93 20.69 20.53 19.16 Market price per common Unit high 25.89 26.20 25.42 27.90 27.90 29.20 27.78 27.67 low 23.85 23.46 24.80 26.53 26.02 27.27 25.72 25.45 close 24.77 24.30 25.27 27.80 27.56 27.67 27.70 27.03 Average daily volume 512,296 637,329 603,750 588,001 409,368 468,079 396,897 497,467 Market price per Preferred Unit Series A high 25.18 25.90 25.25 26.60 26.34 26.25 26.10 26.38 low 24.24 24.26 25.03 25.82 25.85 25.62 25.50 25.42 close 24.90 24.75 25.25 26.40 25.94 26.20 25.60 25.42 Average daily volume 5,132 4,579 3,288 3,229 1,346 1,603 1,966 2,441 Market price per Preferred Unit Series C high 25.32 25.58 25.28 26.75 26.21 26.00 25.93 25.80 low 24.65 24.19 24.79 25.80 25.51 25.31 25.06 25.15 close 25.00 25.15 25.19 26.30 26.15 25.60 25.30 25.31 Average daily volume 6,456 6,335 4,353 4,641 4,292 4,737 5,621 9,351 Non-resident Ownership of units**** Canadian 72.3% 73.0% 73.2% 72.8% 73.4% 66.1% 64.9% 75.3% Non-resident 27.7% 27.0% 26.9% 27.2% 26.6% 33.9% 35.1% 24.7% * Refer to RioCan s annual and interim MD&As issued for the three months ended March 31, 2013 and 2012, the six months ended June 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, for a discussion and analysis relating to those periods. ** 2012 restated to reflect the 2013 change in accounting policy. *** A non-gaap measurement. Calculated by RioCan as common Unitholders equity divided by Units outstanding at the end of the period. RioCan s method of calculating net book value per unit may differ from other issuers methods and accordingly may not be comparable to net book value per unit reported by other issuers. **** Estimate based on mailing addresses as at the end of each quarter. 115
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES The discussion and analysis of RioCan s financial position and results of operations are based upon the Trust s 2013 Annual Financial Statements, which have been prepared in accordance with IFRS. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates under different assumptions and conditions. RioCan believes that the following significant accounting policies are most affected by judgments and estimates used in the preparation of its 2013 Annual Financial Statements. For a detailed description of these and other accounting policies refer to the notes to RioCan s 2013 Annual Financial Statements. Fair value Fair value is the amount at which an item could be bought or sold in a current transaction between independent, knowledgeable willing parties, as opposed to a forced or liquidation sale, in an arm s length transaction under no compulsion to act. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for fair value measurement, when available. When quoted market prices are not available, estimates of fair value are based on the best information available, including prices for similar items and the results of other valuation techniques. Valuation techniques used would be consistent with the objective of measuring fair value. The techniques used to estimate future cash flows will vary from one situation to another depending on the circumstances surrounding the asset or liability in question. The Trust s financial statements are affected by the fair value based method of accounting, the most significant areas of which are as follows: The determination of fair value of Investment property is based upon, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases in light of current conditions, less future cash outflows in respect of tenant installation costs, capital expenditures and investment property operations. The Trust uses the direct capitalization method to fair value its income properties. Under this valuation method a capitalization rate is applied to normalized NOI to yield a fair value. Please see Asset Profile for a further discussion of fair values of investment property and sensitivities to changes in capitalization rates. Unit based compensation expense is measured at fair value and expensed over the options vesting periods, calculated using the Black-Scholes Model for option valuation. For the year ended December 31, 2013, RioCan recorded Unit based compensation expense of approximately $5.9 million ($5.2 million for the comparative period of 2012). International Financial Reporting Standards IAS 39, Financial Instruments: Recognition and Measurement establishes the standard for recognizing and measuring financial assets, financial liabilities and non-financial derivatives (please see the notes to RioCan s 2013 Annual Financial Statements). All financial instruments are required to be measured at fair value on initial recognition, except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other liabilities. For the year ended December 31, 2013, the consideration for real estate acquired during 2013 included $313 million relating to the assumption of mortgages payable and the granting of vendor-take-back mortgages by the vendors. These financial liabilities were measured at fair value on initial recognition. If the interest rate used in the assessment of fair value has a differential of 100 basis points, RioCan s operations would be impacted by approximately $3 million annually. At least annually, RioCan reports in its financial statements the fair value of its mortgages and debentures payable, which amounts are based upon discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair value estimates are not necessarily indicative of the amounts that RioCan might pay or receive in actual market transactions. Potential transaction costs have also not been considered in estimating fair value. The carrying cost of RioCan s mortgages and debentures payable at December 31, 2013 is $ 5.96 billion. The Trust reported a $ 6.15 billion fair value relating to these mortgages and debentures payable in the notes to the 2013 Annual Financial Statements. If the interest rate used in the assessment of fair value has a differential of 100 basis points, RioCan s reported fair value relating to mortgages and debentures payable would be impacted by approximately $60 million. Guarantees GAAP requires RioCan to assess whether there are contingent losses relating to guarantees that the Trust provided on behalf of third parties, including co-owners and partners. In addition, RioCan s guarantees remain in place for debts assumed by purchasers in connection with certain property dispositions, and will remain until such debts are extinguished or the lenders agree to release its covenants. Credit risk arises in the event that these parties default on repayment of their debt since they are guaranteed by 116
RioCan. These credit risks are mitigated as RioCan has recourse under these guarantees in the event of a default by the borrowers, in which case the Trust would also have a claim against the underlying real estate investments. A contingent loss is recorded by RioCan when the carrying values of the related real estate investments are not recovered either as a result of the inability of the underlying assets performance to meet the contractual debt service terms of the underlying debt and the fair value of the collateral assets are insufficient to cover the obligations and encumbrances in a sale between unrelated parties in the normal course of business. RioCan s estimates of future cash flow which, among other things, involve assumptions of estimated occupancy, rental rates and residual value, and the effects of other factors, including general and local economic conditions and changing tenant formats, could vary and result in a significantly different assessment of such contingent loss. As at December 31, 2013, there have been no defaults by the primary obligors for debts on which the Trust has provided its guarantees and as a result, no contingent loss on these guarantees has been recognized in the Trust s financial statements. FUTURE CHANGES IN ACCOUNTING POLICIES RioCan monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on RioCan s operations. Standards issued, but not yet effective, up to the date of issuance of the 2013 Annual Financial Statements for the years ended December 31, 2013 and 2012, are described below. This description is of standards and interpretations issued, which the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective. IFRS 9, Financial Instruments (IFRS 9) IFRS 9 as issued reflects the IASB s work to date on the replacement of Financial Instruments: Recognition and Measurement (IAS 39), and applies to the classification and measurement of financial assets and financial liabilities as defined in IAS 39. In November 2013, the IASB issued a new version of IFRS 9 (IFRS 9 (2013)) which includes the new hedge accounting requirements and some related amendments to IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures. IFRS 9 (2013) does not have a mandatory effective date. The impact of this ongoing project will be assessed by the Trust as remaining phases of the project are completed. Amendments to IAS 32, Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (IAS 32) In December 2011, the IASB issued certain amendments to IAS 32, which establishes disclosure requirements that are intended to help clarify for financial statement users the effect or potential effect of offsetting arrangements on a company s financial position. These amendments are effective for the Trust s annual period beginning on January 1, 2014. The Trust has determined that the adoption of these amendments will not have a material impact on its 2013 Annual Financial Statements. IFRIC Interpretation 21, Levies (IFRIC 21) IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment occurs, as identified by the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The IFRIC does not apply to accounting for income taxes, fines and penalties or for the acquisition of assets from governments. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. The Trust is in the process of assessing the impact of the adoption of this interpretation on its 2013 Annual Financial Statements. CONTROLS AND PROCEDURES Internal Controls for Disclosure and Financial Reporting RioCan maintains appropriate information systems, procedures and controls to ensure that information disclosed externally is complete, reliable and timely. RioCan s Chief Executive Officer and Chief Financial Officer evaluated, or caused an evaluation under their direct supervision of, the design and operating effectiveness of the Trust s disclosure controls and procedures (as defined in National Instrument 52-109, Certification of Disclosure in Issuers Annual and Interim Filings) as at December 31, 2013 and have concluded that such disclosure controls and procedures were appropriately designed and were operating effectively. RioCan has also established adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of the Trust s financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. RioCan s Chief Executive Officer and the Chief Financial Officer assessed, or caused an assessment under their direct supervision, of the design and operating effectiveness of the Trust s internal controls over financial reporting (as defined in National Instrument 52-109, Certification of Disclosure in Issuers Annual and Interim Filings) as at December 31, 2013 using the Committee of Sponsoring Organizations Internal Control Integrated Framework. Based on that assessment, it was determined that RioCan s internal controls over financial reporting were appropriately designed and were operating effectively. During the three month period ended December 31, 2013 there were no changes in the Trust s internal controls over financial reporting that occurred that have significantly affected, or are reasonably likely to significantly affect the Trust s internal controls over financial reporting. 117
On January 6, 2014, RioCan completed the initial phase of a conversion to a new enterprise resource planning (ERP) system and does not expect the ERP system conversion to result in any significant changes in internal controls over financial reporting or the overall control environment during 2014. Management employed appropriate procedures to ensure internal controls were in place during and after the conversion. It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. Canadian Income Tax Legislation REIT Status The Trust currently qualifies as a REIT for purposes of the Income Tax Act (Canada). Accordingly RioCan continues to be able to flow taxable income through to unitholders on a tax effective basis. Generally, to qualify as a REIT, RioCan s Canadian assets must be comprised primarily of real estate and substantially all of RioCan s Canadian source revenues must be derived from rental revenue, capital gains and fee income from properties in which RioCan has an interest. On October 24, 2012, the Minister of Finance tabled in the House of Commons a detailed Notice of Ways and Means motion to implement outstanding technical tax amendments. As part of this motion, the Minister is creating a new 10% basket for the holding of non-qualifying assets and increasing the non-qualifying revenue basket to 10% from 5% for purposes of the 95% REIT Revenue Test, thereby reducing the qualifying revenue threshold to 90%. On November 21, 2012, the proposed amendments above received first reading in the House of Commons. On March 8, 2013, the amendments received their second reading in the House of Commons and on June 26, 2013, Bill C-48 received Royal Assent (i.e. final approval). The amendments will be retroactive to January 1, 2011. The Trust does not believe that the enactment and the amendments above, which are generally less restrictive than the original tax legislation, will impair its ability to continue to qualify as a REIT. REIT Qualification Monitoring A key activity of RioCan is the monitoring processes to ensure that RioCan continues to qualify as a REIT for purposes of the Income Tax Act (Canada) following the adoption of the SIFT Provisions in 2010. In this regard, training of both accounting and operational staff was carried out. From time to time the Trust holds REIT information sessions with members of the Board of Trustees, Audit Committee and senior management, including but not limited to, reporting on REIT Exception qualification monitoring and the business implications of qualifying as a REIT. RISKS AND UNCERTAINTIES The achievement of RioCan s objectives is, in part, dependent on the successful mitigation of business risks identified. Real estate investments are subject to a degree of risk. They are affected by various factors including changes in general economic and local market conditions, equity and credit markets, fluctuations in interest costs, the attractiveness of the properties to tenants, competition from other available space, the stability and credit-worthiness of tenants, currency and exchange rate risks and various other factors. Liquidity and General Market Conditions RioCan faces risks associated with general market conditions and their potential consequent effects. Current general market conditions may include, among other things, the insolvency of market participants, tightening lending standards and decreased availability of cash, and changes in unemployment levels, retail sales levels, and real estate values. These market conditions may affect occupancy levels and RioCan s ability to obtain credit on favourable terms or to conduct financings through the public market. Tenant Concentrations, Occupancy Levels and Defaults The value of RioCan s real estate and any improvements thereto, may depend on the credit and financial stability of tenants. The Trust s financial position would be adversely affected if a significant number of tenants were to become unable to meet their obligations to RioCan or if RioCan were unable to lease a significant amount of available space in the properties on economically favourable lease terms. With respect to tenant concentration risk, in the event a given tenant, or group of tenants, experience financial difficulty and is unable to fulfill its lease commitments, or a given geographical area suffers an economic decline, the Trust could experience a decline in revenue. 118
In order to reduce RioCan s exposure to the risks relating to credit and the financial stability of tenants, the Trust s Declaration restricts the amount of space which can be leased to any person and that person s affiliates, other than in respect of leases with or guaranteed by the Government of Canada, a province of Canada, a municipality in Canada or any agency thereof and certain corporations, the securities of which meet stated investment criteria, to a maximum premises or space having an aggregate gross leasable area of 20% of the aggregate gross leasable area of all real property held by RioCan. At December 31, 2013, RioCan was in compliance with this restriction. RioCan s operating results may be adversely impacted by a decline in revenues if the Trust is unable to maintain the existing occupancy levels of its properties, if existing tenants experience financial difficulty and become unable to fulfill their lease commitments, if RioCan becomes unable to attract new tenants at rental rates similar to those paid by existing tenants, or if existing tenants do not renew at the expiry of the lease term and such space cannot be re-leased. As well, certain significant expenditures involved in real property investments, such as property taxes, maintenance costs and mortgage payments, represent obligations that must be met regardless of whether the property is producing sufficient, or any, revenue. At December 31, 2013, RioCan had NLA, at its interest, of 49.2 million square feet and a portfolio occupancy rate of 96.9%. Based on the Trust s current annualized rental revenue on a weighted average portfolio basis of approximately $23 per square foot, for every fluctuation in occupancy by a differential of 1%, the Trust s operations would be impacted by approximately $11 million annually. RioCan s aggregate lease renewals over the next five years represent annual net rent payments of approximately $425 million based on current contractual rental rates. Should such tenancies be renewed upon maturity at an aggregate rental rate differential of 100 basis points, the Trust s operations would be impacted by approximately $4 million annually. Lease expiries (Canadian Portfolio) Portfolio (in thousands) NLA 2014 2015 2016 2017 2018 Square feet 39,358 4,395 4,109 4,752 3,567 4,592 Square feet expiring portfolio NLA 54.4% 11.2% 10.4% 12.1% 9.1% 11.7% Total net rent $ 366,628 $ 73,626 $ 67,531 $ 79,494 $ 67,283 $ 78,694 (in thousands) Lease expiries (US Portfolio) Portfolio NLA 2014 2015 2016 2017 2018 Square feet 9,882 700 482 493 732 1,146 Square feet expiring portfolio NLA 36.0% 7.1% 4.9% 5.0% 7.4% 11.6% Total net rent $ 58,762 $ 10,496 $ 9,088 $ 8,155 $ 12,644 $ 18,379 RioCan strives to manage tenant concentration risk through geographical diversification (See Asset Profile ) and diversification of revenue sources in order to avoid dependence on any single tenant. RioCan s objective, as exemplified by the requirements of its Declaration noted above, is that no individual tenant contributes a significant percentage of its gross revenue and that a considerable portion of the Trust s revenue is earned from national and anchor tenants (see About RioCan ). RioCan attempts to lease to creditworthy tenants and will generally conduct credit assessments for new tenants. RioCan attempts to reduce its risks associated with occupancy levels and lease renewal risk by having staggered lease maturities, negotiating leases with base terms between five and ten years, and by negotiating longer term leases with built-in minimum rent escalations where deemed appropriate. Access to Debt and Equity Capital A risk to the Trust s growth program and the refinancing of its debt upon maturity is that of not having sufficient debt and equity capital available to RioCan. Given the relatively small size of the Canadian marketplace, there are a limited number of lenders from which RioCan can borrow. RioCan s financial condition and results of operations would be adversely affected if it were unable to obtain financing or cost-effective financing. At December 31, 2013, RioCan s total indebtedness had a 4.7 year weighted average term to maturity bearing a weighted average contractual interest rate of 4.3% per annum. Interest Rates RioCan s operations are impacted by interest rates, as interest expense represents a significant cost in the ownership of real estate investments. At December 31, 2013, RioCan had aggregate contractual debt comprised of mortgages and debentures payable having principal maturities through to December 31, 2016 of $1.9 billion (34.4% of the aggregated debt) with a weighted average contractual interest rate of 4.6%. Should such amounts be refinanced upon maturity at an aggregate interest rate differential of 100 basis points, RioCan s operations would be impacted by approximately $19.1 million annually. 119
RioCan seeks to reduce its interest rate risk by staggering the maturities of long term debt and limiting the use of floating rate debt so as to minimize exposure to interest rate fluctuations. At December 31, 2013, 8.0 % of the Trust s aggregate debt was at floating interest rates. From time to time, the Trust may enter into interest rate swap transactions to modify the interest rate profile of its current or future variable rate debts without an exchange of the underlying principal amount. Relative Illiquidity of Real Property Real estate investments are relatively illiquid. This will tend to limit the Trust s ability to sell components of the portfolio promptly in response to changing economic or investment conditions. If RioCan were required to quickly liquidate its assets, there is a risk that the Trust would realize sale proceeds of less than the current book value of its real estate investments. Unexpected Costs or Liabilities Related to Acquisitions A risk associated with real property acquisition is that there may be an undisclosed or unknown liability concerning the acquired properties, and RioCan may not be indemnified for some or all of these liabilities. Following an acquisition, RioCan may discover that it has acquired undisclosed liabilities, which may be material. RioCan conducts what it believes to be an appropriate level of investigation in connection with its acquisition of properties and seeks through contract to ensure that risks lie with the appropriate party. Construction RioCan s construction commitments are subject to those risks usually attributable to construction projects, which include: (i) construction or other unforeseen delays including municipal approvals; (ii) cost overruns; and (iii) the failure of tenants to occupy and pay rent in accordance with existing lease agreements, some of which are conditional. Construction risks are minimized through the provisions of the Trust s Declaration, which have the effect of limiting direct and indirect investments, net of related mortgage debt, in non-income producing properties to no more than 15% of the Adjusted Book Value of RioCan s unitholders equity. RioCan also seeks to undertake such developments with established developers. With some exceptions for land in the high growth markets, RioCan will generally not acquire or fund significant expenditures for undeveloped land unless it is zoned and an acceptable level of space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends itself to phased construction keyed to leasing levels, which reduces the creation of significant amounts of vacant but developed space. Environmental Matters Environmental and ecological related policies have become increasingly important in recent years. Under various federal, provincial, state and municipal laws, RioCan, as an owner or operator of real property, could become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations. The failure to remove or remediate such substances, or address such matters through alternative measures prescribed by the governing authority, may adversely affect RioCan s ability to sell such real estate or to borrow using such real estate as collateral, and could, potentially, also result in claims against the Trust. RioCan is not currently aware of any material non-compliance, liability or other claim in connection with any of its properties, nor is RioCan currently aware of any environmental condition with respect to any properties that it believes would involve material expenditures by the Trust. It is the Trust s policy to obtain a Phase I environmental audit conducted by a qualified environmental consultant prior to acquiring any additional property. In addition, where appropriate, tenant leases generally specify that the tenant will conduct its business in accordance with environmental regulations and be responsible for any liabilities arising out of infractions to such regulations. It is RioCan s practice to regularly inspect tenant premises that may be subject to environmental risk. The Trust maintains insurance to cover a sudden and/or accidental environmental mishap. Legal Risks RioCan s operations are subject to a wide variety of laws and regulations across all of its operating jurisdictions and RioCan faces risks associated with legal and regulatory changes and litigation. RioCan retains external legal consultants to assist it in remaining current and compliant with legal and regulatory changes and to respond to litigation. Human Resources and Key Personnel RioCan faces certain human resource risks, including the risk that it will not have the necessary human resources to perform successfully. RioCan relies on the services of certain key personnel on its executive team, including its Chief Executive Officer, Edward Sonshine, its President and Chief Operating Officer, Frederic Waks, and its Executive Vice President and Chief Financial Officer, Raghunath Davloor, and the loss of their services could have an adverse effect on RioCan. RioCan mitigates key personnel risks through succession planning. 120
Unitholder Liability There is a risk that RioCan s unitholders could become subject to liability. The Trust s Declaration provides that no unitholder or annuitant under a plan of which a unitholder acts as trustee or carrier will be held to have any personal liability as such, and that no resort shall be had to the private property of any unitholder or annuitant for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of RioCan. Only RioCan s assets are intended to be subject to levy or execution. The Declaration further provides that, whenever possible, certain written instruments signed by RioCan must contain a provision to the effect that such obligation will not be binding upon unitholders personally or upon any annuitant under a plan of which a unitholder acts as trustee or carrier. In conducting its affairs, RioCan has acquired and may acquire real property investments subject to existing contractual obligations, including obligations under mortgages and leases that do not include such provisions. RioCan will use its best efforts to ensure that provisions disclaiming personal liability are included in contractual obligations related to properties acquired, and leases entered into, in the future. Certain provinces have legislation relating to unitholder liability protection, including British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec. To RioCan s knowledge, certain of these statutes have not yet been judicially considered and it is possible that reliance on such statute by a unitholder could be successfully challenged on jurisdictional or other grounds. Income Taxes RioCan currently qualifies as a mutual fund trust and REIT for income tax purposes. RioCan expects to distribute all of the Trust s taxable income to unitholders and is, therefore, generally not subject to tax on such amounts. In order to maintain RioCan s current mutual fund trust status, the Trust is required to comply with specific restrictions regarding its activities and the investments held by the Trust. If the Trust were to cease to qualify as a mutual fund trust, or a REIT for income tax purposes, the consequences could be material and adverse. No assurance can be given that the provisions of the Income Tax Act (Canada) regarding mutual fund trusts and REITs will not be changed in a manner that adversely affects RioCan and its unitholders. United States Investment, Management Platform and Currency Risk RioCan intends to continue to make acquisitions from time to time in the United States as determined to be appropriate or desirable. It is possible that such additional acquisitions may not be completed. Further there may be a lack of availability of acquisition opportunities and exposure to economic, real estate and capital market conditions in the United States. RioCan s recent development of a property management platform in the US will expand the Trust s direct involvement in the US real estate market. The US real estate market differs from the Canadian environment in many ways and the Trust s expertise and experience in Canada may not prove beneficial in a foreign jurisdiction. The Trust is mitigating the risks relating to its entry into and exposure to the US by hiring US based employees with real estate experience, and making investments of moderate scale. There can be no certainty, however, that RioCan s US investments will be successful. Additionally, it is possible that the Trust s US investments will expose the Trust to foreign exchange fluctuations. The Trust will in part mitigate this risk through the use of US denominated debt. As at December 31, 2013 the Trust s US denominated assets and liabilities are $754 million such that a 1% change in the value of the US dollar will result in a gain or loss to the Trust of approximately $7.5 million to other comprehensive income and approximately $1 million to consolidated net earnings. Credit Ratings Real or anticipated changes in credit ratings on RioCan s debentures or Preferred Units may affect the market value thereof. In addition, real or anticipated change in credit ratings can affect the cost at which RioCan can access the debenture or preferred unit market, as applicable. 121
TABLE OF CONTENTS Audited Annual Consolidated Financial Statements RioCan AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 INDEX Management s Responsibility for Financial Reporting 123 Independent Auditors Report 124 Consolidated Balance Sheets 127 Consolidated Statements of Earnings 126 Consolidated Statements of Changes in Equity 127 Consolidated Statements of Comprehensive Income 128 Consolidated Statements of Cash Flows 129 Notes to Consolidated Financial Statements 131-170
Management s Responsibility for Financial Reporting The management of RioCan Real Estate Investment Trust (RioCan) is responsible for the preparation and fair presentation of the accompanying annual consolidated financial statements and Management s Discussion and Analysis (MD&A). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements and information in the MD&A necessarily include amounts based on best estimates and judgments by management of the expected effects of current events and transactions with the appropriate consideration to materiality. In addition, in preparing this financial information, we must make determinations about the relevancy of information to be included, and estimates and assumptions that affect the reported information. The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected. In meeting our responsibility for the integrity and fairness of the annual consolidated financial statements and MD&A and for the accounting systems from which they are derived, management has established the necessary internal controls designed to ensure that our financial records are reliable for preparing financial statements and other financial information, transactions are properly authorized and recorded, and assets are safeguarded against unauthorized use or disposition. As at December 31, 2013, our Chief Executive Officer and Chief Financial Officer evaluated, or caused an evaluation under their direct supervision, of the design and operation of our internal controls over financial reporting (as defined in National Instrument 52-109, Certification of Disclosure in Issuers Annual and Interim Filings) and, based on that assessment, determined that our internal controls over financial reporting were appropriately designed and operating effectively. The Board of Trustees oversees management s responsibility for financial reporting through an Audit Committee, which is composed entirely of independent trustees. This committee reviews RioCan s annual consolidated financial statements and MD&A with both management and the independent auditors before such statements are approved by the Board of Trustees. Other key responsibilities of the Audit Committee include selecting RioCan s auditors, approving the unaudited interim condensed consolidated financial statements and MD&A, and monitoring RioCan s existing systems of internal controls. Ernst & Young LLP, independent auditors appointed by the unitholders of RioCan upon the recommendation of the Board of Trustees, have examined our 2013 and 2012 annual consolidated financial statements and have expressed their opinion upon the completion of such examination in the following report to the unitholders. The auditors have full and free access to, and meet at least quarterly with, the Audit Committee to discuss their audits and related matters. Edward Sonshine, O.Ont., Q.C. Chief Executive Officer Raghunath Davloor, CPA, CA Executive Vice President and Chief Financial Officer Toronto, Canada February 12, 2014 123
INDEPENDENT AUDITORS REPORT To the Unitholders of RioCan Real Estate Investment Trust We have audited the accompanying consolidated financial statements of RioCan Real Estate Investment Trust, which comprise the consolidated balance sheets as at December 31, 2013, December 31, 2012, and January 1, 2012, and the consolidated statements of earnings, changes in equity, comprehensive income, and cash flows for the years ended December 31, 2013 and 2012, and a summary of significant accounting policies and other explanatory information. Management s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of RioCan Real Estate Investment Trust as at December 31, 2013, December 31, 2012, and January 1, 2012, and its financial performance and its cash flows for the years ended December 31, 2013 and 2012 in accordance with International Financial Reporting Standards. Toronto, Canada February 12, 2014 Ernst & Young LLP Chartered Accountants Licensed Public Accountants 124
RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED BALANCE SHEETS (Audited Canadian dollars, in millions) Note As at December 31, 2013 As at December 31, 2012 (restated note 2(q)) As at January 1 2012 (restated note 2(q)) ASSETS Investment properties 3 $ 13,062 $ 11,765 $ 9,896 Investments in equity accounted investments and joint ventures 17(b) 36 321 286 Mortgages and loans receivable 4 248 200 147 Deferred tax assets 9 9 9 8 Investment 5 50 41 Receivables and other assets 6 136 99 75 Cash and equivalents 39 175 31 Total assets $ 13,530 $ 12,619 $ 10,484 LIABILITIES Mortgages payable and lines of credit 7 $ 4,512 $ 4,159 $ 3,959 Debentures payable 8 1,447 1,292 822 Accounts payable and accrued liabilities 10 299 288 261 Total liabilities $ 6,258 $ 5,739 $ 5,042 EQUITY Preferred unitholders equity 11 $ 265 $ 265 $ 265 Common unitholders equity 11 6,996 6,582 5,098 Total unitholders equity 7,261 6,847 5,363 Non-controlling interests 17 11 33 79 Total equity 7,272 6,880 5,442 Total liabilities and equity $ 13,530 $ 12,619 $ 10,484 The accompanying notes are an integral part of the consolidated financial statements. Approved on behalf of the Board of Trustees Paul Godfrey Paul Godfrey, O. Ont., C.M. Chairman of the Board of Trustees Edward Sonshine Edward Sonshine, O.Ont., Q.C. Trustee 125
RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF EARNINGS (Audited Canadian dollars, in millions, except per unit amounts) For the year ended December 31, Note 2013 2012 (restated note 2(q)) Rental revenue 14 $ 1,121 $ 1,036 Property operating costs Recoverable under tenant leases 15 376 348 Non-recoverable from tenants 16 12 392 360 Operating income 729 676 Other income Fees and other 16 17 25 Interest 14 12 Share of net earnings in equity accounted investments and joint ventures 17(b) 32 69 Fair value gains on investment property, net 3 221 868 284 974 Other expenses Interest 18 234 234 General and administrative 19 45 40 Transaction and other costs 20 9 5 Impairment of investment 5 12 Expense for early redemption of debentures 8 12 300 291 Earnings before income taxes 713 1,359 Current income tax expense 1 Deferred income tax expense (recovery) (1) Net earnings $ 713 $ 1,359 Net earnings attributable to: Common and preferred unitholders $ 709 $ 1,344 Non-controlling interests 4 15 $ 713 $ 1,359 Net earnings per unit attributable to common unitholders basic 22 $ 2.30 $ 4.59 Net earnings per unit attributable to common unitholders diluted 22 $ 2.29 $ 4.57 Weighted average number of common units outstanding basic (in thousands) 22 302,324 289,950 Weighted average number of common units outstanding diluted (in thousands) 22 303,260 291,298 The accompanying notes are an integral part of the consolidated financial statements. 126
RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Audited Canadian dollars, in millions) As at December 31, 2012 Note Common Trust Units Cumulative Earnings Cumulative Unitholders Distributions Accumulated OCI (loss) Total Common Equity Total Preferred Equity Non- Controlling Interests Total Total Equity, December 31, 2011 $ 3,585 $ 4,782 $ (3,234) $ (35) $ 5,098 $ 265 $ 79 $ 5,442 Changes during the year Net earnings 1,344 1,344 15 1,359 Other comprehensive income 11(c) 10 10 2 12 Distributions to unitholders 13 (415) (415) (6) (421) Units issue proceeds, net 11(a) 540 540 19 559 Value associated with unit options granted 11(a) 5 5 5 Change in ownership interest (76) (76) Reclassification of pension 11(c) (1) 1 Total Equity, December 31, 2012 $ 4,130 $ 6,125 $ (3,649) $ (24) $ 6,582 $ 265 $ 33 $ 6,880 As at December 31, 2013 Note Common Trust Units Cumulative Earnings Cumulative Unitholders Distributions Accumulated OCI (loss) Total Common Equity Total Preferred Equity Non- Controlling Interests Total Total Equity, December 31, 2012 $ 4,130 $ 6,125 $ (3,649) $ (24) $ 6,582 $ 265 $ 33 $ 6,880 Changes during the year Net earnings 709 709 4 713 Other comprehensive income 11(c) 47 47 47 Realization of cumulative foreign currency translation difference 20 (4) (4) (4) Distributions to unitholders 13 (440) (440) (1) (441) Units issue proceeds, net 11(a) 119 119 119 Common trust units repurchased and cancelled 11(a) (13) (9) (22) (22) Value associated with unit options granted 11(a) 5 5 5 Change in ownership interest (25) (25) Reclassification of pension 11(c) 1 (1) Total Equity, December 31, 2013 $ 4,241 $ 6,826 $ (4,089) $ 18 $ 6,996 $ 265 $ 11 $ 7,272 The accompanying notes are an integral part of the consolidated financial statements. 127
RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Audited Canadian dollars, in millions) For the year ended December 31, Note 2013 2012 Net earnings $ 713 $ 1,359 Other comprehensive income, net of taxes: Items that may be reclassified subsequently to net earnings: Unrealized gain on interest rate swap agreements 11(c) 6 Net foreign currency translation gains (losses) 11(c) 38 (7) Net unrealized gains (losses) on available-for-sale investments, before tax 11(c) (2) 8 Impairment of investment 5 12 Items that are not to be reclassified subsequently to net earnings: Actuarial gain (loss) on pension plans 11(c) 1 (1) Other comprehensive income, net of tax 43 12 Comprehensive income $ 756 $ 1,371 Comprehensive income attributable to: Common and preferred unitholders $ 752 $ 1,354 Non-controlling interest $ 4 $ 17 The accompanying notes are an integral part of the consolidated financial statements. 128
RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Audited Canadian dollars, in millions) For the year ended December 31, Note 2013 2012 (restated - note 2(q)) CASH FLOWS PROVIDED BY (USED IN): Operating activities Net earnings $ 713 $ 1,359 Items not affecting cash Amortization 2 2 Impairment of investment 5 12 Recognition of rents on a straight-line basis (6) (7) Unit-based compensation expense 6 5 Fair value gains on investment property, net 3 (221) (868) Share of earnings in equity accounted investments and joint ventures (32) (69) Net change in non-cash operating items and other 24 (54) (12) Cash flows provided by operating activities 408 422 Investing activities Acquisition of investment properties (563) (632) Expenditures on properties under development (160) (145) Maintenance capital expenditures recoverable from tenants (19) (10) Maintenance capital expenditures not recoverable from tenants (7) (7) Tenant installation costs (28) (34) Proceeds on disposition of investment properties 440 25 Contributions to equity accounted joint ventures (30) (79) Distributions from equity accounted joint ventures 19 100 Proceeds on disposition of equity accounted joint ventures 52 Mortgages and loans receivable Advances (49) (72) Repayments 18 21 Sale of investment in available-for-sale securities 49 Cash flows used in investing activities (278) (833) Financing activities Mortgages payable Borrowings 423 539 Repayments (476) (475) Advances of lines of credit 259 188 Repayment of lines of credit (250) (221) Issue of debentures payable, net of issue costs 8 446 571 Repayment of debentures payable 8 (300) (100) Acquisition of non-controlling interest 21 (25) (67) Distributions paid to common unitholders 13 (425) (401) Distributions paid to preferred unitholders 13 (14) (12) Distributions paid to non-controlling interest (1) (6) Units issued under distribution reinvestment plan 11(a) 110 108 Units repurchased under normal course issuer bid (22) Issue of common units, net 9 431 Cash flows provided by (used in) financing activities (266) 555 Net increase (decrease) in cash and equivalents during the year (136) 144 Cash and equivalents, beginning of year 175 31 Cash and equivalents, end of year $ 39 $ 175 Supplemental cash flow information 25 The accompanying notes are an integral part of the consolidated financial statements. 129
TABLE OF CONTENTS Notes to Consolidated Financial Statements RioCan NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 To facilitate a better understanding of RioCan s consolidated financial statements, significant accounting policies and related disclosures, a listing of all the notes is provided below. 1. Trust information 131 2. Significant accounting policies 131 3. Investment property 143 4. Mortgages and loans receivable 146 5. Investment 146 6. Receivables and other assets 147 7. Mortgages payable and lines of credit 147 8. Debentures payable 149 9. Income taxes 150 10. Accounts payable and accrued liabilities 151 11. Unitholders equity 151 12. Unit-based compensation plans 153 13. Distributions to unitholders 154 14. Rental revenue 154 15. Property operating costs recoverable under tenant leases 155 16. Fees and other income 155 17. Subsidiaries and joint arrangements 156 18. Interest expense 159 19. General and administrative 159 20. Transaction and other costs 159 21. Segmented information 159 22. Net earnings per common trust unit 162 23. Hedging activities 163 24. Net change in non-cash operating items 164 25. Supplemental cash flow information 164 26. Operating leases - Trust as lessor 164 27. Fair value measurement 165 28. Capital management 165 29. Financial instruments 166 30. Related party transactions 168 31. Employee benefits 168 32. Contingencies and commitments 168 33. Events after the balance sheet date 169
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 1. Trust Information RioCan Real Estate Investment Trust (the Trust or RioCan) is an unincorporated closed-end trust governed by the laws of the Province of Ontario and constituted pursuant to a Declaration of Trust dated November 30, 1993, as most recently amended and restated on June 5, 2013 (the Declaration). The Trust s Units are listed on the Toronto Stock Exchange (the TSX) under the symbol REI.UN. Preferred Units, Series A and Series C of the Trust are listed on the TSX under the symbols REI.PR.A and REI.PR.C, respectively. The Trust s registered office is located at 2300 Yonge Street, Suite 500, Toronto, Ontario, M4P 1E4. The Trust s principal business activities are owning, developing and operating shopping centres in Canada and the United States. These consolidated financial statements of the Trust for the year ended December 31, 2013 and 2012 were authorized for issue in accordance with a resolution of the Board of Trustees (the Board) on February 12, 2014. 2. Significant accounting policies (a) Basis of preparation and statement of compliance These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These consolidated financial statements of the Trust have been prepared on a cost basis, except for investment property, derivative financial instruments and available-for-sale financial assets, which have been measured at fair value. These consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest million, except where otherwise indicated. The Trust presents its consolidated balance sheets based on the liquidity method, whereby all assets and liabilities are presented in increasing order of liquidity. The notes to the consolidated financial statements distinguish between current and non-current assets and liabilities. Note 7(b) provides information on the Trust s current assets and current liabilities. (b) (i) (ii) Principles of consolidation Subsidiaries These consolidated financial statements include the assets, liabilities and result of operations of the Trust and its subsidiaries, after elimination of inter-company transactions and balances. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Trust obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the Trust using consistent accounting policies. The consolidated financial statements include the accounts of the Trust and its consolidated subsidiaries, which are the entities over which the Trust has control. Control is achieved when the Trust is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When RioCan does not own all of the equity in a subsidiary, the non-controlling equity interest is generally disclosed in the consolidated balance sheet as a separate component of total equity. Investment in associates and joint ventures Associates are entities over which the Trust has significant influence, but not control or joint control, over the financial and operating policy decisions of the entity. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The Trust s investments in its associates and joint ventures are accounted using the equity method and initially recorded at cost and adjusted by post-acquisition changes in RioCan s share of the net assets of the associate. The statement of earnings reflects the Trust s share of the result of operations of the associate or joint venture. The financial statements of the equity-accounted investments are prepared for the same reporting period as the Trust. Where necessary, adjustments are made to bring the accounting policies in line with those of the Trust. (iii) Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators. The Trust recognizes its share of the assets and liabilities, and benefits generated from the asset in proportion to its rights. 131
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (c) Business combinations At the time of acquisition of property, whether through a controlling share investment or directly, the Trust considers whether the acquisition represents the acquisition of a business. The Trust accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property. More specifically, consideration is made of the extent to which significant processes are acquired. If no, or only insignificant processes are acquired, the acquisition is treated as an asset acquisition rather than a business combination. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the acquisition date. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. The Trust recognizes assets or liabilities, if any, resulting from a contingent consideration arrangement at their acquisition date fair value and such amounts form part of the cost of the business combination. Subsequent changes in the fair value of contingent consideration arrangements are recognized in net earnings. The difference between the purchase price and the Trust s net fair value of the acquired identifiable net assets and liabilities is goodwill. On the date of acquisition, the purchaser records positive goodwill as an asset. Negative goodwill is immediately recognized in the consolidated statements of earnings. Goodwill is not amortized and must be tested for impairment at least annually, or more frequently, if events or changes in circumstances indicate that impairment has occurred. The Trust expenses transaction costs associated with business combinations in the period incurred. When an acquisition does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities, the cost of the acquisition including transaction costs is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill is recognized. (d) Fair value measurement The Trust measures financial instruments, such as derivatives, and non-financial assets, such as investment properties, at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Trust. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability assuming that market participants act in their economic best interests. A fair value measurement of a non-financial asset takes into account a market participant s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Trust uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the financial statements on a recurring basis, the Trust determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Trust has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 132
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (e) Investment property Investment property is held to earn rental revenue or for capital appreciation or both. A key characteristic of an investment property is that it generates cash flows largely independently of the other assets held by an entity. Real estate property held under an operating lease is not classified as investment property. Instead, these leases are accounted for in accordance with IAS 17, Leases. However, certain land leases held under an operating lease are classified as investment property when the definition of an investment property is met. At the inception of these leases, investment property is recognized at the lower of the fair value of the property and the present value of the future minimum lease payments and an equivalent amount is recognized as a lease liability. (i) (ii) Income properties Income properties are initially measured at cost. Subsequent to initial recognition, income properties are recorded at fair value and related gains or losses arising from changes in fair value are recognized in net earnings in the period of change. The determination of fair value is based on, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases in light of current conditions, less future cash outflows in respect of tenant installation costs, income property operations, and capital expenditures. Properties under development Properties under development include those properties, or components thereof, that will undergo activities that will take a substantial period of time to complete in order to prepare the properties for their use as income properties. The cost of a development property that is an asset acquisition comprises the amount of cash, or the fair value of the other consideration, given to acquire the property including transaction costs. Subsequent to acquisition, the cost of a property under development includes third party and direct internal development and initial leasing costs, property taxes, and interest on both specific and general debt. Direct and indirect borrowing costs, direct internal development costs, and property taxes are capitalized when development activities that change the property s condition occur. Interest capitalized is calculated using the Trust s weighted average cost of borrowing after adjusting for borrowing associated with specific developments. Where borrowing is associated with specific developments, the amount capitalized is the gross interest incurred on such borrowing less any investment income arising on temporary investment of such borrowing. Interest is capitalized from commencement of development work until the date of substantial completion. Capitalization of finance costs is suspended if there are prolonged periods when development activity is interrupted. Interest is also capitalized on the purchase cost of a property acquired specifically for redevelopment, where activities necessary to prepare the asset for redevelopment are in progress. Capitalization of costs to properties under development continues until all the activities necessary to prepare the property for use as a rental property is substantially complete. Properties under development are also adjusted to fair value at each balance sheet date with fair value adjustments recognized in net earnings. (iii) Properties held for resale (f) Properties held for resale are properties acquired or developed by the Trust of which it has no intention of them being used on a long-term basis and the Trust plans to dispose of in the ordinary course of business. The Trust expects to earn a return on such assets through a combination of property operating income earned during the holding period and sales proceeds. Properties held for resale are stated at the lower of cost and net realizable value. No amortization is recorded on these assets. Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Trust and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received. The following specific recognition criteria must also be met before revenue is recognized: (i) Rental revenue The Trust has not transferred substantially all of the benefits and risks of ownership of its investment properties and, therefore, the Trust accounts for leases with its tenants as operating leases. Rental revenue includes all amounts earned from tenants related to lease agreements including property tax and operating cost recoveries. 133
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (ii) The Trust reports minimum rental revenue on a straight-line basis, whereby the total amount of cash to be received under a lease is recognized in net earnings in equal periodic amounts over the term of the lease. Contingent rents are recognized as revenue in the period in which they are earned. Amounts payable by tenants to terminate their lease prior to their contractual expiry date (lease cancellation fees) are included in rental revenue. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset. Tenant incentives are recognized as a reduction of rental revenue on a straight-line basis over the term of the lease. Fees and other income The Trust has interests in various investment properties through joint arrangements and investments in associates. Generally, the Trust provides asset and property management services to co-owners, partners, and third parties for which it earns market based fees. Fees are recognized as the service or contract activity is performed using the percentage of completion method. Under the percentage of completion method, where services are provided over a specific period of time, revenue is recognized on a straight-line basis unless there is evidence that some other method would better reflect the pattern of performance. Where the contract outcome cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred are eligible to be recovered. Other income includes dividends declared on the Trust s available for sale assets and is included in earnings when declared. (iii) Properties held for resale Revenue from completed properties held for resale is recognized when following conditions are met: the Trust has transferred to the purchaser the significant risks and rewards of ownership, the Trust has no continuing managerial involvement in the property, revenues and costs can be reliably measured and the purchaser has made a substantial commitment demonstrating its intent to honour its obligation, and collection of any additional consideration is reasonably assured. For individual units in condominium projects that are sold separately, the Trust recognizes revenue on the sale of individual units upon the buyer taking occupancy of a unit. For arrangements involving multiple elements, the Trust allocates the consideration to each element based on relative fair values. (iv) Interest income (g) (i) (ii) (h) Revenue is recognized as interest accrues using the effective interest method. Unit-based compensation plans Equity settled The Trust and its subsidiaries issue share-based awards to certain employees. The cost of equity-settled share-based payment transactions equals the fair value of each tranche of options as at their grant date. The cost of the stock options is recognized on a proportionate basis consistent with the vesting features of each tranche of the grant. Cash settled The Trust has a Restricted Share Unit (REU) plan which provides for an allotment of REUs to each non-employee trustee. The cost of cash-settled share-based payment transactions is measured at fair value, and expensed over the vesting period with the recognition of a corresponding liability. The liability is re-measured at each reporting date at fair value with the vested changes in fair value recognized in net earnings. Financial assets and liabilities Financial assets include the Trust s accounts receivable, mortgages and loans receivable, cash and equivalents, investments in common shares, and interest rate swaps. Financial liabilities include the Trust s operating lines of credit, mortgages and debentures payable and accounts payable and accrued liabilities. (i) Recognition and measurement of financial instruments The Trust determines the classification of its financial assets and liabilities at initial recognition. Financial instruments are recognized initially at fair value and, in the case of financial assets and liabilities carried at amortized cost, adjusted for directly attributable transaction costs. 134
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, loans and receivables, available-for-sale, held-to-maturity, or other liabilities. (1) Held-for-trading Financial assets and financial liabilities classified as held-for-trading are required to be measured at fair value with gains and losses recognized in net earnings. Transaction costs are expensed as incurred for a financial instrument classified as held-for-trading. Other than cash and equivalents, the Trust has no significant financial instruments classified as held-fortrading. Derivative instruments are recorded on the consolidated balance sheets at fair value including those derivatives that are embedded in a financial instrument or other contract but are not closely related to the host financial instrument or contract. Changes in the fair values of derivative instruments are required to be recognized in net earnings, except for derivatives that are designated as a cash flow hedge, in which case the fair value change for the effective portion of such hedging relationship is required to be recognized in other comprehensive income (OCI). (2) Loans and receivables or held-to-maturity Loans and receivables are financial instruments with fixed or determinable payments that are not quoted in an active market. Financial instruments with fixed or determinable payments and fixed maturities are classified as held-to-maturity only when the Trust has the positive intention and ability to hold it to maturity. Financial assets classified as held-to-maturity, loans and receivables and other liabilities (other than those held-fortrading) are required to be measured at amortized cost using the effective interest method. This method uses an effective interest rate that discounts estimated future cash receipts through the expected life of the financial asset or liability to the net carrying amount of the financial asset or liability. Amortized cost is computed using the effective interest method less any allowance for impairment. Gains and losses are recognized in net earnings when the loans and receivables are derecognized or impaired, as well as through amortization. The principal categories of the Trust s financial assets and liabilities measured at amortized cost using the effective interest method include: (a) accounts receivable and payable; (b) mortgages and loans receivable and mortgages payable; and (c) debentures payable. (3) Available-for-sale Available-for-sale financial assets are financial assets that are designated for accounting purposes as available-for-sale or are not classified in any of the two preceding categories. Available-for-sale financial assets are required to be measured at fair value with unrealized gains and losses recognized in OCI until the investment is derecognized or impaired, at which time the cumulative gain or loss recorded is recognized in net earnings. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other than its investments in Whitecastle New Urban Fund, LP (WCNUF I) and Whitecastle New Urban Fund 2, LP (WCNUF II), the Trust has no significant financial instruments classified as available-for-sale. (ii) Impairment of financial assets The Trust assesses at each balance sheet date whether there is any objective evidence of impairment for each financial asset (or a group of financial assets). A financial asset is deemed to be impaired if there is objective evidence of impairment as a result of an event that has occurred after the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. Evidence of impairment may include indications that the debtor(s) is experiencing financial difficulty, which may include default or delinquency in interest or principal payments, the probability that it will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears payments or economic conditions that correlate with defaults. (1) Impairment of loans and receivables The Trust assesses whether there is objective evidence of an indicator of impairment at each balance sheet date for each loan and receivable. If there is objective evidence that an impairment loss has occurred, the amount of the loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in net earnings. Interest income continues to be accrued on the reduced carrying amount based on the original effective interest rate of the asset. Loans and receivables, together with the associated allowance, are written off when there is no realistic prospect of future 135
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 recovery and all collateral has been realized or has been transferred to the Trust. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a past write-off is later recovered, the recovery is recognized in net earnings. The present value of the estimated future cash flows is discounted at the financial asset s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. (2) Impairment of available-for-sale financial assets For available-for-sale financial assets, the Trust assesses at each balance sheet date whether there is objective evidence that an asset is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. Where there is evidence of impairment, the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in net earnings, is removed from equity and recognized in net earnings. Impairment losses on equity investments are not reversed through the statement of earnings; increases in their fair value after impairment are recognized directly in equity. In the case of debt instruments classified as availablefor-sale, impairment is assessed based on the same criteria as financial assets carried at amortized cost. Interest continues to be accrued at the original effective interest rate on the reduced carrying amount of the asset and is recorded as part of interest income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in net earnings, the impairment loss is reversed through net earnings. (iii) Financial guarantee contracts Financial guarantee contracts issued by the Trust are those contracts that require a payment to be made to reimburse the holder of the guarantee for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the balance sheet date and the initial amount recognized less cumulative amortization. (iv) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amounts are reported in the consolidated balance sheets if there is an enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. (v) Hedges The accounting standard Financial Instruments: Recognition and Measurement (IAS 39) specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges, and hedges of a foreign currency exposure of a net investment in a foreign operation. From time to time, the Trust may enter into interest rate swap (option) transactions to modify the interest rate profile of its current or future debts without an exchange of the underlying principal amount. In such cash flow hedging relationships, the effective portion of the change in the fair value of the hedging derivative is recognized in OCI. The ineffective portion (as defined for accounting purposes by the standard) is recognized in net earnings. The Trust has entered into interest rate swaps on certain of its variable rate mortgages payable. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. At the inception of a hedging relationship, the Trust formally designates and documents the hedge relationship to which the Trust is applying hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Trust will assess the hedging instrument s effectiveness in offsetting the exposure to changes in the hedged item s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. In a net investment hedging relationship, the effective portion of foreign exchange gains and losses on the hedging instrument is recognized in OCI and the ineffective portion is recognized in net earnings. The amounts recorded in accumulated other comprehensive income (AOCI) are recognized in net earnings upon certain reductions in the net investment in the foreign subsidiary. 136
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (vi) Comprehensive income Comprehensive income comprises net earnings and OCI, which represents changes in unitholders equity during a period arising from transactions and other events with non-owner sources. OCI generally would include unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation adjustments net of hedging arising from foreign operations, changes in the fair value of the effective portion of cash flow hedging instruments, and actuarial gains and losses related to the Trust s defined benefit pension plans. The Trust reports a consolidated statement of comprehensive income comprising net earnings and OCI for the period. (v) Fair value The fair value of a financial instrument is the amount of consideration that could be agreed upon in an arm s length transaction between knowledgeable, willing parties who are under no compulsion to act. In certain circumstances, however, the initial fair value may be based on other observable current market transactions in the same instrument without modification or on a valuation technique using market based inputs. Except as noted below, the carrying value of the Trust s financial assets and financial liabilities approximate their fair values because of the short period until receipt or payment of cash. The fair values of mortgages and loans receivable are based on the current market conditions for mortgage financing loans with similar terms and risks. The fair values of term mortgages, debentures and designated hedging derivative instruments included in receivables and other assets and accounts payable and other liabilities are estimated based on discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. (i) Income taxes Upon qualifying as a real estate investment trust (REIT) in the fourth quarter of 2010, the Trust is considered, in substance, tax exempt and therefore does not account for income taxes. Prior to qualifying as a REIT, the Trust was considered taxable. Upon the Trust s change in tax status, all deferred taxes of the Trust were reversed through net earnings or OCI based upon where the amounts initially arose. The Trust s US operations are qualifying US REITs and are not subject to income taxes. The Trust consolidates certain wholly owned incorporated entities that continue to be subject to income taxes. These taxable subsidiaries, and the Trust prior to its change in tax status, account for income taxes as follows: (i) Current income tax The Trust qualifies as a mutual fund trust and a REIT for income tax purposes. The Trust intends to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, a provision for current income taxes payable is not required, except for amounts incurred in its incorporated Canadian taxable subsidiaries. The Trust s US subsidiary qualifies as a REIT for US income tax purposes. The subsidiary expects to distribute all of its US taxable income (if any) to Canada and is entitled to deduct such distributions for US income tax purposes. Accordingly, no provision for US current income tax payable is required. (ii) Deferred income tax Deferred income taxes are provided using the liability method for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences, except: (1) where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable income or loss; and (2) in respect of taxable temporary differences associated with investments in subsidiaries and interests in jointly controlled entities, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilized except: (1) where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and (2) in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. 137
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to undistributed profits in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date and reflect the tax consequences that would follow from the manner in which the entity expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes relating to temporary differences that are in equity are recognized in equity. Deferred income tax assets and deferred income tax liabilities of the same taxable entity related to the same taxation authority are offset. (j) Furniture and equipment Furniture and computer equipment are stated at cost less accumulated depreciation and accumulated impairment in value, if any. Depreciation is recorded on a straight-line basis over the following expected useful lives: Furniture and equipment Computer hardware Leasehold improvements 5 years 3 years Lease term plus first renewal, if renewal is reasonably assured (k) Intangible assets The Trust s intangible assets comprise its management information systems and computer application software that is initially recognized at fair value and amortized over its estimated useful life (5-10 years) on a straight-line basis. The cost of self-built management information systems and software includes the cost of materials and direct labour. Capitalization ceases and depreciation commences once the asset is in the location and condition necessary for it to be capable of operating in the manner intended by management. Non-refundable sales commissions paid with respect to the sale of inventory property, where it is probable that future economic benefits will flow to the Trust and the asset can be measured reliably, are accounted for as an intangible asset. No amortization prior to the recognition of revenue is recognized but rather a charge to net earnings occurs when the revenue associated with the sale is recognized. RioCan pays certain upfront non-refundable selling commissions with respect to its sale of residential condominium units at its development located in Toronto, Ontario at the northeast corner of Yonge and Eglinton. (l) Cash and equivalents Cash and equivalents comprise cash and short term investments with original maturities of three months or less. (m) Provisions Provisions are recognized when the Trust has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Trust expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in net earnings, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. (n) Foreign currency translation The financial statements are presented in Canadian dollars, which is the functional currency of the Trust and the presentation currency for the consolidated financial statements. Assets and liabilities of operations having a functional currency other than Canadian dollars are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at average rates for the period, unless exchange rates fluctuated significantly during the period, in which case the exchange rates at the dates of the transaction are used. The resulting foreign currency translation adjustments are recognized in OCI. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the date of the transactions. At the end of each reporting period, foreign currency denominated monetary assets and liabilities are translated to the functional currency using the prevailing rate of exchange at the balance sheet date. Gains and losses on translation of monetary items are recognized in the consolidated statement of earnings in general and administrative expense, except for those related to monetary liabilities qualifying as hedges of the Trust s investment in foreign operations or certain intercompany loans to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future, which are included in OCI. On the disposal of a foreign operation, the exchange differences relating to that foreign operation that have been recognized in OCI and accumulated in the separate component of equity should be recognized in profit or loss when the gain or loss on disposal is recognized. The Trust utilizes the direct method to determine the amount to be recognized. 138
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (o) Employee future benefits The Trust operates a defined contribution pension plan and three defined benefit pension plans for certain employees. The Trust expenses its required contributions to the defined contribution pension plan. The cost of providing benefits under the defined benefit plans is determined separately for each plan. Actuarial gains and losses for the defined benefit plans are recognized in full in the period in which they occur in OCI. Such actuarial gains and losses are also immediately recognized in retained earnings and are not reclassified to profit or loss in subsequent periods. The past service costs are recognized as an expense on a straight-line basis over the average period until the benefits become vested. If the benefits have already vested, immediately following the introduction of, or changes to, a pension plan, past service costs are recognized immediately. The defined benefit asset or liability comprises the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less unamortized past service costs and less the fair value of plan assets out of which the obligations are to be settled. (p) Significant accounting judgments, estimates and assumptions The preparation of the Trust s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. (i) Judgments In the process of applying the Trust s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements: (1) Investment properties The Trust s accounting policies relating to investment properties are described in Note 2(e). In applying these policies, judgment is applied in determining whether certain costs are additions to the carrying amount of the property, in distinguishing between tenant incentives and improvements and for properties under development, in identifying the point at which completion of the property occurs and identifying the directly attributable borrowing costs to be included in the carrying value of the development property. (2) Development costs Development costs for properties under development are capitalized in accordance with the accounting policy in Note 2(e)(ii). Initial capitalization of costs is based on management s judgment that the development project is in active development. This amount includes capitalized direct internal development and initial leasing costs, primarily comprising compensation costs, property taxes and interest on both specific and general debt. (ii) Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (1) Valuation of investment properties Estimates and assumptions used in the valuation of investment properties are described in Note 3. (2) Fair value of financial instruments Where the fair value of financial assets and financial liabilities recorded in the balance sheet or disclosed in the notes cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flows model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. (3) Guarantees The Trust reviews its contingent liabilities relating to guarantees it provides on behalf of third parties. The Trust s guarantees remain in place for certain debts assumed by purchasers in connection with property dispositions, and will remain until such debts are extinguished or lenders agree to release RioCan s covenants. Recourse would be available to the Trust under these guarantees in the event of a default by the borrowers, in which case the Trust would have a claim 139
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 against the underlying real estate investments. A provision is recorded by the Trust when it is expected that the borrower will not honour its obligations as a result of the inability of the underlying assets performance to meet the contractual debt service terms of the underlying debt and the fair value of the collateral assets are insufficient to cover the obligations and encumbrances in a sale between unrelated parties in the normal course of business. The Trust s estimates of future cash flow (which amongst others, involve assumptions of estimated occupancy, rental rates and residual value) and fair value could vary and result in a significantly different assessment of the need for and amount of any provisions. (4) Deferred income taxes Deferred income taxes are determined using the liability method for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, and by generally applying the substantively enacted tax rates applicable to the Trust to such temporary differences that would follow from the manner in which the Trust expects to recover or settle the carrying value of its assets and liabilities. As of January 1, 2011, the Trust qualified as a mutual fund trust and a REIT for Canadian income tax purposes and as a result does not account for deferred taxes (except those within certain wholly owned incorporated entities) after January 1, 2011. The Trust expects to continue to qualify as a mutual fund trust and a REIT; however, should it no longer qualify it would not be able to flow through its taxable income to unitholders and the Trust would therefore be subject to tax. The Trust expects its US subsidiary to continue to qualify as a REIT for US tax purposes and as a result does not account for deferred taxes related to the US subsidiary. If the US subsidiary were to no longer qualify as a US REIT, it would be subject to tax. (q) Changes in accounting policies The Trust has applied, for the first time, certain standards and amendments that required restatement of previous financial statements. On January 1, 2013, the Trust adopted the following IFRS standards as described below: IAS 1, Presentation of Financial Statements (IAS 1) The amendments to IAS 1 require entities to group items presented in other comprehensive income (OCI) on the basis of whether they will or will not subsequently be reclassified to profit or loss. Amendments to IAS 1 are applicable to annual periods beginning on or after July 1, 2012. These amendments did not result in a material impact to the consolidated financial statements. IAS 19, Employee Benefits (IAS 19) The amendments to IAS 19 include eliminating the option to defer the recognition of gains and losses, streamlining the presentation of changes to assets and liabilities with all changes from re-measurement to be recognized in OCI and enhancing the disclosure of the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans. This amendment did not result in a material impact to the consolidated financial statements. IFRS 10, Consolidated Financial Statements (IFRS 10) IFRS 10 replaces IAS 27, Consolidated and Separate Financial Statements and Standing Interpretations Committee-12, Consolidation Special Purpose Entities. The new standard provides a single model for consolidation based on control, which exists when an investor is exposed to or has the right to variable returns from its involvement with the investee and has the current ability to affect those returns through its power over the investee. IFRS 10 also provides guidance on how to evaluate power and requires that control be assessed as facts and circumstances change. The adoption of IFRS 10 did not have a material impact on the consolidated financial statements. IFRS 11, Joint Arrangements (IFRS 11) IFRS 11 replaces IAS 31, Interests in Joint Ventures. The new standard eliminates the option to proportionately consolidate interests in certain types of joint ventures. IAS 28, Investments in Associates has also been amended and establishes the requirements for the application of the equity method to these investments. Under IFRS 11, the Trust classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Trust s rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, management considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. The Trust re-evaluated its interests in joint arrangements and determined that its joint arrangements in Canada should be classified as joint operations since the Trust has rights to and is liable for the gross cash flows of the co-owned assets. As a result, the Trust will continue to recognize its proportionate share in these Canadian joint arrangements. For certain of its joint arrangements in the United States, the Trust has determined that these arrangements are joint ventures since the Trust has rights to and is liable for the net assets of the arrangement. As a result, the Trust no longer proportionately consolidates these arrangements and accounts for its ownership interest using the equity method. The majority of these investments have been either fully consolidated or disposed of during the reporting period (note 17). 140
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The following tables summarize the adjustments made to the Trust s consolidated balance sheets as at December 31, 2012 and January 1, 2012, and its consolidated statement of earnings for the year ended December 31, 2012. January 1, 2012 As previously reported Adjustments As restated ASSETS Investment properties $ 10,409 $ (513) $ 9,896 Investments in equity accounted investments and joint ventures 286 286 Mortgages and loans receivable 147 147 Deferred tax assets 8 8 Investment 41 41 Receivables and other assets 85 (10) 75 Cash and equivalents 77 (46) 31 Overall impact on total assets $ 10,767 $ (283) $ 10,484 LIABILITIES Mortgages payable and lines of credit $ 4,212 $ (253) $ 3,959 Debentures payable 822 822 Accounts payable and other liabilities 291 (30) 261 Overall impact on total liabilities $ 5,325 $ (283) $ 5,042 EQUITY 5,442 5,442 Overall impact on total liabilities and equity $ 10,767 $ (283) $ 10,484 December 31, 2012 As previously reported Adjustments As restated ASSETS Investment properties $ 12,389 $ (624) $ 11,765 Investments in equity accounted investments and joint ventures 321 321 Mortgages and loans receivable 200 200 Deferred tax assets 9 9 Investment 50 50 Receivables and other assets 112 (13) 99 Cash and equivalents 183 (8) 175 Overall impact on total assets $ 12,943 $ (324) $ 12,619 LIABILITIES Mortgages payable and lines of credit $ 4,446 $ (287) $ 4,159 Debentures payable 1,292 1,292 Accounts payable and other liabilities 325 (37) 288 Overall impact on total liabilities $ 6,063 $ (324) $ 5,739 EQUITY 6,880 6,880 Overall impact on total liabilities and equity $ 12,943 $ (324) $ 12,619 141
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 For the year ended December 31, 2012 As previously reported Adjustments As restated Rental revenue $ 1,091 $ (55) $ 1,036 Property operating costs Recoverable under tenant leases 365 (17) 348 Non-recoverable from tenants 13 (1) 12 378 (18) 360 Operating income 713 (37) 676 Other income Fees and other 25 25 Interest 12 12 Share of net earnings in equity accounted investments and joint ventures 69 69 Fair value gains on investment property, net 913 (45) 868 950 24 974 Other expenses Interest 246 (12) 234 General and administrative 41 (1) 40 Transaction and other costs 5 5 Impairment of investment 12 12 304 (13) 291 Overall impact on net earnings $ 1,359 $ $ 1,359 IFRS 12, Disclosure of Interests in Other Entities (IFRS 12) IFRS 12 sets out the requirements for disclosures relating to an entity s interests in subsidiaries, joint arrangements, associates and structured entities. IFRS 13, Fair Value Measurement (IFRS 13) IFRS 13 establishes a comprehensive standard for fair value measurement and establishes disclosure requirements for use across all IFRS standards. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Trust, but specific additional disclosures required by this standard are included in note 3 and note 27. (r) Future changes in accounting policies RioCan monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on RioCan s operations. Standards issued but not yet effective up to the date of issuance of these consolidated financial statements are described below. This description is of the standards and interpretations issued, that the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective. IFRS 9, Financial Instruments (IFRS 9) IFRS 9 as issued reflects the IASB s work to date on the replacement of Financial Instruments: Recognition and Measurement (IAS 39), and applies to the classification and measurement of financial assets and financial liabilities as defined in IAS 39. In November 2013, the IASB issued a new version of IFRS 9 (IFRS 9 (2013)) which includes the new hedge accounting requirements and some related amendments to IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures. IFRS 9 (2013) does not have a mandatory effective date. The impact of this ongoing project will be assessed by the Trust as remaining phases of the project are completed. 142
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Amendments to IAS 32, Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (IAS 32) In December 2011, the IASB issued certain amendments to IAS 32, which establishes disclosure requirements that are intended to help clarify for financial statement users the effect or potential effect of offsetting arrangements on a company s financial position. These amendments are effective for the Trust s annual period beginning on January 1, 2014. The Trust has determined that the adoption of these amendments will not have a material impact on its consolidated financial statements. IFRIC Interpretation 21, Levies (IFRIC 21) IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment occurs, as identified by the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The IFRIC does not apply to accounting for income taxes, fines and penalties or for the acquisition of assets from governments. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. The Trust is in the process of assessing the impact of the adoption of this interpretation on its consolidated financial statements. 3. Investment properties December 31, 2013 December 31, 2012 (restated note 2(q)) Income properties $ 12,433 $ 11,278 Properties under development 583 440 Properties held for resale 46 47 $ 13,062 $ 11,765 (a) Income properties For the year ended December 31, 2013 2012 (restated note 2(q)) Balance, beginning of year $ 11,278 $ 9,511 Acquisitions 829 769 Reclassification on dissolution of equity accounted investments (note 17) 586 Capital expenditures 28 17 Tenant installation costs 33 35 Dispositions (709) (71) Transfers from properties under development 123 159 Transfers to properties under development (58) (13) Fair value gains, net 215 857 Foreign currency translation gain (loss) 105 (20) Other 3 34 Balance, end of year $ 12,433 $ 11,278 143
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (b) Properties under development For the year ended December 31, 2013 2012 Balance, beginning of year $ 440 $ 347 Acquisitions 56 99 Development expenditures 141 129 Completion of properties under development (123) (159) Transfers from income properties 58 13 Fair value gains, net 6 11 Other 5 Balance, end of year $ 583 $ 440 (c) Properties held for resale As at December 31, 2013, properties held for resale were $45.9 million (December 31, 2012 $ 47.4 million). Properties held for resale is inventory valued at the lower of cost and net realizable value. (d) Investment properties held for sale As at December 31, 2013, the Trust has six investment properties held for sale with an aggregate fair value of $60.2 million (December 31, 2012 - $646.5 million), which are included in income properties. Investment Property Included in investment property is $97.4 million (December 31, 2012 - $93.5 million) of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term. Included in investment property are finance leases on properties for which the Trust has exercised its options to purchase in 2034 and 2037. As at December 31, 2013, the fair value of these properties is $31.9 million (December 31, 2012 $33.9 million). Included in investment property are three properties, Albion Centre, Georgian Mall and Shoppers World Danforth, which are subject to land leases from third parties. The land lease for Georgian Mall, which expires in 2020, includes a buy-out option. The land leases for Albion Centre and Shoppers World Danforth, which both expire in 2029, do not include buy-out options. These three properties are operating leases, subject to IAS 40, Investment Property, and have been accounted for as finance leases and recorded at fair value within income properties. The fair value of these three properties is $397.5 million for the land and building (December 31, 2012 - $381.3 million) and the lease obligation is $15.6 million (December 31, 2012 - $17.2 million) and is included in accounts payable and other liabilities. Valuation Methodology As highlighted in note 27, the fair value methodology for the Trust s income properties, properties under development and investments in equity accounted investments and joint ventures is considered Level 3, as significant unobservable inputs are required to determine fair value. Management estimates the fair value of each income property internally based on a valuation technique known as the direct capitalization income approach. The fair value is determined by applying a capitalization rate to stabilized net operating income (NOI), which incorporates allowances for vacancy, management fees and structural reserves for capital expenditures for the property. The resulting capitalized value is further adjusted, where appropriate, for costs to stabilize the income and non-recoverable capital expenditures. Significant increases (decreases) in estimated rental value and rent growth per annum in isolation would result in a significantly higher (lower) fair value of income properties. Significant increases (decreases) in long-term vacancy rate (and exit yield) in isolation would result in significantly lower (higher) fair value. Generally, a change in the assumption made for the estimated rental value is accompanied by: A directionally similar change in the rent growth per annum and discount rate (and exit yield) An opposite change in the long term vacancy rate 144
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Management uses an internal valuation process to estimate the fair value of properties under development that consist of undeveloped land on a land value per acre basis using the particular attributes of the project with respect to zoning and pre-development work performed on the site. Where a site is partially developed, the direct capitalization method is applied to capitalize the pro forma NOI, stabilized with market allowances, from which the costs to complete the development are deducted. Significant increases (decreases) in construction costs, cost escalation rates and estimated time to complete construction in isolation would result in a significantly lower (higher) fair value of properties under development. The below table summarizes the key unobservable inputs: Valuation approach Key unobservable input Inter-relationship between key unobservable inputs and fair value measurement Income properties Properties under development Direct capitalization income approach Direct capitalization income approach - Capitalization rate There is an inverse relationship between the capitalization rate and the fair value; in other words, the higher the capitalization rates, the lower the estimated fair value. - Capitalization rate There is an inverse relationship between the capitalization rate and the fair value; in other words, the higher the capitalization rates, the lower the estimated fair value. Properties under development - undeveloped land Direct comparison approach - Comparison to market transactions for similar assets Land value is in line with market trend. The tables below provide further details of the average capitalization rates for income properties, properties under development and investments in equity accounted investments and joint ventures in aggregate (weighted based on stabilized NOI), and ranges for each retail class. Capitalization rates are based on RioCan s proportionate share of the stabilized NOI and results of operations of its entire portfolio. Retail Class December 31, 2013 December 31, 2012 Weighted Average Cap. Rate* Range Weighted Average Cap. Rate* Canadian Portfolio 5.81% 4.76% 9.00% 5.91% 4.21% 9.00% US Portfolio 6.40% 5.50% 7.50% 6.58% 5.50% 7.80% Total Weighted Average 5.91% 4.76% 9.00% 6.01% 4.21% 9.00% * at RioCan s interest The fair value change in investment property for the year ended December 31, 2013 is $221 million ($868 million for the year ended December 31, 2012). Range 145
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The following table provides a sensitivity analysis for the weighted average capitalization rate applied as at December 31, 2013: (in billions, except percentages) Capitalization rate sensitivity Increase (decrease) Weighted average capitalization rate* Fair value of investment portfolio Fair value variance % change Ratio of debt, net of cash, to total assets, net of cash (1.00%) 4.91% $ 15.6 $ 2.7 20.6% 36.7% (0.75%) 5.16% $ 14.8 $ 1.9 14.7% 38.5% (0.50%) 5.41% $ 14.1 $ 1.2 9.3% 40.3% (0.25%) 5.66% $ 13.5 $ 0.6 4.4% 42.1% December 31, 2013 5.91% $ 12.9 $ 43.9% 0.25% 6.16% $ 12.4 $ (0.5) (4.1%) 45.7% 0.50% 6.41% $ 11.9 $ (1.0) (7.8%) 47.4% 0.75% 6.66% $ 11.4 $ (1.5) (11.3%) 49.2% 1.00% 6.91% $ 11.0 $ (1.9) (15.1%) 50.9% * at RioCan s interest 4. Mortgages and Loans Receivable December 31, 2013 December 31, 2012 Current $ 147 $ 108 Non-current 101 92 $ 248 $ 200 As at December 31, 2013, mortgages and loans receivable bear interest at effective rates between 4.0% and 8.0% per annum (contractual rates between 0% and 8.0% per annum) with a weighted average effective rate of 5.9% per annum (contractual rate of 5.8% per annum), and mature between 2014 and 2018. Future repayments are as follows: Due on demand $ 117 For the year ending December 31: 2014 30 2015 38 2016 45 2017 9 2018 9 $ 248 5. Investment As at December 31, 2012, the Trust s investment consisted of its ownership of 9.4 million common shares of Cedar Realty Trust (Cedar). In the second quarter of 2012, as a result of the prolonged decrease in the fair value of this investment below the Trust s original cost, management recorded a $12 million impairment charge based on the share price as at June 30, 2012 of US$5.05. On February 7, 2013, RioCan sold its investment in Cedar for total proceeds of approximately US $48 million. 146
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 6. Receivables and Other Assets December 31, 2013 December 31, 2012 (restated note 2(q)) Current Noncurrent Total Current Noncurrent Total Contractual rents receivable $ 35 $ $ 35 $ 31 $ $ 31 Prepaid expenses and other assets 15 26 41 18 25 43 Management information system 18 18 3 3 Funds held in trust 41 41 22 22 Fair value of interest rate swap agreements (note 23) 1 1 $ 50 $ 86 $136 $ 49 $ 50 $ 99 Contractual rents receivable, including both billed and accrued amounts, are non-interest bearing and are generally on 30-90 day terms. Prepaid expenses and other assets mainly comprise prepaid property taxes, available for sale assets, furniture and equipment. 7. Mortgages Payable and Lines of Credit (a) Mortgages payable and lines of credit December 31, 2013 December 31, 2012 (restated note 2(q)) Current $ 413 $ 574 Non-current 4,099 3,585 $ 4,512 $ 4,159 As at December 31, 2013, mortgages payable bear interest at effective rates between 1.70% and 9.14% per annum (contractual rates between 1.68% and 8.45% per annum) with a weighted average effective rate of 4.79% per annum (contractual rate of 4.71% per annum) and mature between 2014 and 2034. Future repayments are as follows: Scheduled principal amortization Principal maturities Total repayments Weighted average contractual interest rate For the period ending December 31: 2014 $ 86 $ 327 $ 413 4.62% 2015 80 603 683 4.63% 2016 69 650 719 4.55% 2017 57 915 972 3.61% 2018 43 485 528 3.80% Thereafter 80 1,104 1,184 4.71% $415 $4,084 $ 4,499 Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties 28 Unamortized debt financing costs (15) $4,512 147
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 As at December 31, 2013, US dollar denominated debt amounted to US $1.3 billion (December 31, 2012 US $0.9 billion). As at December 31, 2013, RioCan had three revolving lines of credit in place with three Canadian Schedule I financial institutions, having an aggregate capacity of $535 million ( December 31, 2012 - $425 million). Subsequent to December 31, 2013, RioCan renegotiated an existing operating facility and added a fourth operating line. An existing facility has been increased from $100 million to $130 million and the new facility has a capacity of $75 million; both have pricing similar to RioCan s other operating lines and maturity dates of June 2017. These facilities bring RioCan s aggregate limit to $640 million. The following table summarizes the details of the Trust s secured lines of credit as at December 31, 2013: Amounts drawn Facility maximum loan amount Cash advances Letters of credit Available to be drawn Interest rates Maturity 1 $ 250(i) $ 28 $ 10 $ 212 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 2 100(i) 29 71 CDN$ advances prime plus 0.5% per annum or Bankers Acceptance plus 1.5%; US$ advances US$ Base Rate plus 0.5% per annum or US$ LIBOR plus 1.5% 3 185(i) 40 143 CDN$ advances prime plus 0.25% per annum or Bankers Acceptance plus 1.25%; US$ advances US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% $ 535 $ 68 $ 39 $ 426 November 2016 June 2014 December 2016 (plus one year extension subject to Bank approval) (i) (b) Secured by charges against certain income properties. Should the aggregate agreed values for lending purposes of such properties fall to a level that would not support a borrowing of the maximum loan amount, RioCan has the option to provide substitute income properties as additional security; Net current liabilities December 31, 2013 December 31, 2012 (restated note 2(q)) Cash and equivalents $ 39 $ 175 Receivables and other assets (note 6) 50 49 Mortgages and loans receivable (note 4) 147 108 Current assets 236 332 Accounts payable and other liabilities (note 10) 232 218 Debentures payable (note 8) 150 Net current assets (liabilities) before undernoted 4 (36) Mortgages payable and lines of credit (note 7) 413 574 Net current liabilities $ (409) $ (610) 148
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 8. Debentures Payable The following represents current and non-current debentures payable, net of unamortized debt financing costs: December 31, 2013 December 31, 2012 Current $ $ 150 Non-current 1,447 1,142 $ 1,447 $ 1,292 The Trust has the following series of senior unsecured debentures outstanding as at December 31, 2013: Series Principal amount Maturity date Coupon rate Interest payment frequency N (i) $ 106 September 21, 2015 4.10% Semi-annual O 225 January 21, 2016 4.50% Semi-annual P 150 March 1, 2017 3.80% Semi-annual S 250 March 5, 2018 2.87% Semi-annual Q 175 June 28, 2019 3.85% Semi-annual R 250 December 13, 2021 3.72% Semi-annual T 200 April 18, 2023 3.73% Semi-annual I 100 February 6, 2026 5.95% Semi-annual $ 1,456 (i) US dollar denominated $100 million debenture. The debentures have covenants relating to RioCan s leverage limit of up to 60% of aggregate assets as set out in the Trust s Declaration, the maintenance of a $1.0 billion Adjusted Book Equity (as defined in the debenture), and maintenance of an interest coverage ratio of 1.65 times or greater. There are no requirements under the unsecured debenture covenants for RioCan to maintain unencumbered assets. RioCan has the right, at any time, to convert the Series I debentures to mortgage debt, subject to the acceptability of the security given to the debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest coverage ratio would be eliminated for those debentures. On February 27, 2013, the Trust issued $250 million of Series S senior unsecured debentures, which mature on March 5, 2018 and carry a coupon rate of 2.87%. These debentures are subject to the same covenants as the other above noted outstanding debentures, with the exception of Series I, which has an additional provision as discussed above. Debenture issuance costs were approximately $1.8 million. On March 11, 2013, the $150 million Series G senior unsecured debentures with a coupon rate of 5.23% matured and were repaid in accordance with their terms. On April 18, 2013, the Trust issued $200 million of Series T senior unsecured debentures, which mature on April 18, 2023 and carry a coupon rate of 3.725%. These debentures are subject to the same covenants as the above noted outstanding debentures, with the exception of Series I, which has an additional provision as discussed above. Debenture issuance costs were approximately $1.9 million. The majority of the proceeds from the offering were used to redeem the Series M debentures on May 17, 2013 with a principal amount of $150 million due on March 31, 2015. The total redemption price was $1,072.30 plus accrued and unpaid interest of $7.275, up to but excluding the redemption date, both per $1,000 principal amount. The early extinguishment of these debentures resulted in costs of $12 million recorded in the net earnings during the year ended December 31, 2013. The balance of the Series T senior unsecured debenture issue proceeds were used for general Trust purposes. Subsequent to December 31, 2013, the Trust issued $150 million of Series U senior unsecured debentures. For further details, please see note 33. 149
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 As at December 31, 2013, debentures payable bear interest at a weighted average effective rate of 3.98% per annum (contractual rate of 3.88% per annum). Future repayments are as follows: Principal maturities Weighted average contractual interest rate For the period ending December 31: 2014 $ 2015 106 4.10% 2016 225 4.50% 2017 150 3.80% 2018 250 2.87% Thereafter 725 4.06% Contractual obligations 1,456 Unamortized debt financing costs (9) $ 1,447 9. Income Taxes The Trust qualifies as a REIT for Canadian income tax purposes. The Trust expects to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, no provision for Canadian current income tax payable is required, except for amounts incurred in its incorporated Canadian subsidiaries. The Trust s US subsidiary qualifies as a REIT for US income tax purposes. The subsidiary expects to distribute all of its US taxable income (if any) to Canada and is entitled to deduct such distributions for US income tax purposes. Accordingly, no provision for US current income tax payable is required. Where an entity does not qualify as a REIT for Canadian income tax purposes, certain distributions will not be deductible by that entity in computing its income for Canadian tax purposes. As a result, the entity will be subject to tax at a rate substantially equivalent to the general corporate income tax rate on distributed taxable income. Distributions paid in excess of taxable income will continue to be treated as a return of capital to unitholders. Undistributed taxable income is subject to the top marginal personal tax rate. The Trust consolidates certain wholly owned incorporated entities that remain subject to tax. The tax disclosures and expense relate only to these entities. Components of deferred tax assets on the consolidated balance sheets December 31, 2013 December 31, 2012 Tax effected temporary differences between accounting and tax basis of: Intangibles and other $ 9 $ 9 Deferred tax assets $ 9 $ 9 As at December 31, 2013, the Trust s incorporated Canadian subsidiaries recorded deferred tax assets of $9 million (December 31, 2012 $9 million). 150
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 10. Accounts Payable and Accrued Liabilities Current December 31, 2013 December 31, 2012 (restated note 2(q)) Noncurrent Total Current Noncurrent Total Property operating costs $ 41 $ 16 $ 57 $ 46 $ 21 $ 67 Development costs and other capital expenditures 54 54 43 43 Contingent consideration 3 3 14 14 Interest on mortgages and debentures payable 29 29 30 30 Distributions to unitholders payable 36 36 35 35 Property taxes 31 31 18 18 Deferred revenue 15 15 30 9 6 15 Tenant installation costs 12 12 12 12 Unfunded employee future benefits (note 31) 10 10 10 10 Trustees restricted equity unit plan (note 12 (b)) 2 2 2 2 Fair value of interest rate swap agreements (note 23) 8 8 15 15 Finance lease obligations (note 32) 16 16 16 16 Other 11 11 11 11 $ 232 $ 67 $ 299 $ 218 $ 70 $ 288 11. Unitholders Equity (a) Common trust units The Trust is authorized to issue an unlimited number of common units. The common units are entitled to distributions as and when declared by the Board and on liquidation to a pro rata share of the residual net assets remaining after the preferential claims thereon of debt holders and preferred unitholders. As the Trust is a closed end trust, the units are not puttable. The units issued and outstanding are as follows: For the year ended December 31, 2013 2012 Units (in thousands) $ Units (in thousands) $ Units outstanding, beginning of year (i) 300,099 4,130 279,113 3,585 Units issued: Exchangeable limited partnership units 29 1 Public offerings (ii)(iii) 15,510 424 Distribution reinvestment plan 4,365 110 4,081 108 Direct purchase plan 53 1 47 1 Unit option plan 476 8 1,319 24 Common trust units repurchased and cancelled (iv) (918) (13) Value associated with unit options granted 5 5 Unit issue costs (ii)(iii) (18) Units outstanding, end of year (i) 304,075 4,241 300,099 4,130 (i) Included in units outstanding are exchangeable limited partnership units of four limited partnerships that are subsidiaries of the Trust (the LP units), which were issued to vendors as partial consideration for income properties acquired by RioCan (December 31, 2013 1,772,837 units; December 31, 2012 2,312,661 units). RioCan is the general partner of the limited partnerships. The LP units are entitled to distributions equivalent to distributions on RioCan units, and are exchangeable for RioCan units on a one-for-one basis at any time at the option of the holder. 151
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (ii) (iii) (iv) On April 20, 2012, RioCan issued an aggregate of 8,584,750 trust units at a price of $26.80 per unit for aggregate gross proceeds of $230 million. The aggregate offering comprised the issuance of 7,465,000 trust units at $26.80 per unit for gross proceeds of $200 million together with the option granted to underwriters, which was exercised in full, for an issuance of an additional 1,119,750 units at $26.80 per unit for additional gross proceeds of $30 million. Unit issue costs associated with the offering were approximately $10 million. On September 19, 2012, RioCan issued an aggregate of 6,925,000 trust units at a price of $27.90 per unit for aggregate gross proceeds of $194 million. The aggregate offering comprised of the issuance of 6,275,000 units at $27.90 per unit for gross proceeds of $175 million together with the option granted to underwriters, which was exercised in part for an issuance of an additional 650,000 units at $27.90 per unit for additional gross proceeds of $18 million. Unit issue costs associated with the offering were approximately $8 million. On July 25, 2013, RioCan announced the TSX approval of its notice of intention to make a normal course issuer bid (NCIB) for a portion of its Units as appropriate opportunities arise from time to time. RioCan s NCIB will be made in accordance with the requirements of the TSX. Under the NCIB, RioCan may acquire up to a maximum of 15,039,156 of its Units, or approximately 5% of its issued and outstanding Units as at July 19, 2013, for cancellation over the next 12 months commencing on or about August 3, 2013 until August 2, 2014 (as such other time as RioCan completes its purchases or provides notice of termination of such bid). The number of Units that can be purchased pursuant to the bid is subject to a current daily maximum of 149,016 Units (equal to 25% of the average daily trading volume from January 1, 2013 through to June 30, 2013), subject to RioCan s ability to make one block purchase of Units per calendar week in excess of such limits. RioCan intends to fund the purchases out of its available cash and undrawn credit facilities. Purchases are made at market prices through the facilities of the Exchange. During the year ended December 31, 2013, the Trust acquired and cancelled 917,700 units at a weighted average price of $24.04 per unit, for a total cost of $22.1 million. The excess of the purchase price over the book value of the units purchased was recorded as a charge to cumulative earnings amounting to $9.3 million. (b) Preferred trust units The Trust is authorized to issue 50 million preferred units. (i) Series A In 2011, the Trust issued a total of 5 million perpetual Cumulative Rate Reset Preferred Trust Units, Series A (the Series A Units) for aggregate gross proceeds of $125 million. The Series A Units pay a cumulative distribution yield of 5.25% per annum, payable quarterly, as and when declared by the Board of Trustees of RioCan, for the initial five-year period ending March 31, 2016. The distribution rate will be reset on March 31, 2016 and every five years thereafter, at a rate equal to the then five-year Government of Canada bond yield plus 2.62%. The Series A Units are redeemable by RioCan, at its option, on March 31, 2016 and on March 31 of every fifth year thereafter. Holders of Series A Units have the right to reclassify all or any part of their units as perpetual Cumulative Floating Rate Preferred Trust Units, Series B (the Series B Units), subject to certain conditions, on March 31, 2016 and on March 31 of every fifth year thereafter. Holders of Series B Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the then 90-day Government of Canada Treasury Bill yield plus 2.62%, as and when declared by the Board of Trustees of RioCan. Holders of Series B Units will have the right to reclassify all or part of their units as Series A Units on March 31, 2021 and on March 31 of every fifth year thereafter. (ii) Series C In 2011, the Trust issued an aggregate of 5.98 million Cumulative Rate Reset Preferred Trust Units, Series C (the Series C Units) for aggregate gross proceeds of $149.5 million. The Series C Units pay a fixed cumulative distribution yield of 4.70% per annum, payable quarterly, as and when declared by the Board of Trustees of RioCan, for the initial approximate five and a halfyear period ending June 30, 2017. The distribution rate will be reset on June 30, 2017 and every five years thereafter at a rate equal to the then five-year Government of Canada bond yield plus 3.18%. The Series C Units are redeemable by RioCan, at its option, on June 30, 2017 and on June 30 of every fifth year thereafter. Holders of Series C Units have the right to reclassify all or any part of their units as Cumulative Floating Rate Preferred Trust Units, Series D (the Series D Units), subject to certain conditions, on June 30, 2017 and on June 30 of every fifth year thereafter. Holders of Series D Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the then 90-day Government of Canada Treasury Bill yield plus 3.18%, as and when declared by the Board of Trustees of RioCan. Holders of Series D Units will have the right to reclassify all or part of their units as Series C Units on June 30, 2022 and on June 30 of every fifth year thereafter. The Series A Units and the Series C Units will rank equally with each other and with the outstanding Series B Units and the Series D Units into which they may be reclassified. 152
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (c) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) consists of the following amounts: Unrealized income (loss) Interest rate swap agreements Translation of foreign operations Availablefor-sale investment Actuarial gain (loss) on pension Total As at December 31, 2011 $ (13) $ (4) $ (18) $ $ (35) Other comprehensive income (loss) (9) 20 (1) 10 Reclassification of pension 1 1 As at December 31, 2012 $ (13) $ (13) $ 2 $ $ (24) Other comprehensive income (loss) 6 42 (2) 1 47 Realized cumulative foreign currency translation difference (4) (4) Reclassification of pension (1) (1) As at December 31, 2013 $ (7) $ 25 $ $ $ 18 12. Unit-based Compensation Plans (a) Incentive unit option plan As at December 31, 2013, the Trust s incentive unit option plan (the plan) provides for option grants to a maximum of 29.2 million units. As at December 31, 2013, up to 14.8 million unit options have been granted and exercised, 9.7 million unit options have been granted and remain outstanding and 4.7 million unit options remain available for grant. The exercise price for each option is equal to the volume weighted average trading price of the units on the TSX for the five trading days immediately preceding the dates of grant except for those options granted prior to May 27, 2009 which have an exercise price equal to the closing price of the units on the date prior to the day the option was granted. An option s maximum term is 10 years. All options granted through December 31, 2003 vest at 20% per annum commencing on the grant date, becoming fully vested after four years. All options granted after December 31, 2003 vest at 25% per annum commencing on the first anniversary of the grant date, and become fully vested after four years. A summary of unit options granted under the plan is as follows: For the year ended December 31, 2013 2012 Options Units (in thousands) Weighted average exercise price Units (in thousands) Weighted average exercise price Outstanding, beginning of year 8,376 $ 22.84 7,700 $ 21.07 Granted 2,035 27.50 1,995 26.66 Exercised (476) 17.48 (1,319) 18.28 Forfeited (229) 25.80 Outstanding, end of year 9,706 $ 24.01 8,376 $ 22.84 Options exercisable at end of year 5,170 $ 22.22 4,047 $ 21.98 Weighted average fair value per unit of options granted during the year $ 3.53 $ 3.50 153
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The Trust accounts for the plan using the fair value method, under which compensation expense for each tranche of an award is measured at the grant date and recognized over the vesting period. Unit-based compensation expense and assumptions utilized in the calculation thereof using the Black-Scholes option valuation model are as follows: (units in thousands) For the year ended December 31, 2013 2012 Unit-based compensation expense $ 6 $ 5 Unit options granted 2,035 1,995 Unit option holding period (years) 5.5 7 5.5 7 Weighted average volatility rate 25.2% 26.1% Weighted average distribution yield 5.1% 5.2% Weighted average risk free interest rate 1.8% 1.6% (b) Trustees restricted equity unit plan The Trustees restricted equity unit plan provides for an allotment of restricted equity units (REUs) to each non-employee trustee (member). The value of REUs allotted appreciates or depreciates with increases or decreases in the market price of the Trust s units. Members are also entitled to be credited with REUs for distributions paid in respect of units of the Trust based on an average market price of the units as defined by the plan. REUs vest and are settled three years from the date of issue by a cash payment equal to the number of vested REUs credited to the member based on an average market price of the Trust s units at the settlement date. As at December 31, 2013, accounts payable and other liabilities include accrued compensation costs relating to the REUs of $1.7 million (December 31, 2012 $1.9 million). 13. Distributions to Unitholders RioCan currently qualifies as a mutual fund trust and a REIT for income tax purposes. RioCan intends, but is not contractually obligated, to distribute all of the Trust s taxable income to unitholders in each year, as calculated in accordance with the Act after all permitted deductions under the Act have been taken. Total distributions declared to unitholders are as follows: For the year ended December 31, 2013 2012 Total Distributions Distributions per unit Total Distributions Distributions per unit Common Unitholders $ 426 $ 1.4100 $ 401 $ 1.3800 Preferred Unitholders Series A $ 7 $ 1.3125 $ 7 $ 1.3125 Preferred Unitholders Series C $ 7 $ 1.1750 $ 7 $ 1.1750 14. Rental Revenue For the year ended December 31, 2013 2012 (restated note 2(q)) Rental income $ 737 $ 675 Straight-line rent 6 7 743 682 Common area maintenance recoveries 149 134 Realty tax recoveries 214 201 Percentage rent 5 6 Lease cancellation fees 10 13 Rental revenue $ 1,121 $ 1,036 154
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 15. Property Operating Costs Recoverable Under Tenant Leases For the year ended December 31, 2013 2012 (restated note 2(q)) Realty tax $ 225 $ 212 Common area maintenance (i) 151 136 $ 376 $ 348 (i) Includes salaries and benefits for the year ended December 31,2013 of $57.2 million ($51.1 million for the year ended December 31, 2012). 16. Fees and Other Income For the year ended December 31, Note 2013 2012 (restated note 2(q)) Property and asset management fees earned from co-ownerships, partners and other 17 $ 17 $ 15 Transaction gains 8 Dividends declared on Cedar shares 2 $ 17 $ 25 155
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 17. Subsidiaries and Joint Arrangements During the year ended December 31, 2013, the Trust completed the dissolution of certain partnership arrangements with Retail Properties of America Inc. (RPAI), Dunhill Partners, Inc. (Dunhill), and Sterling Organization LLC (Sterling). As a result, the Trust fully consolidates these subsidiaries as at December 31, 2013 and has derecognized the corresponding non-controlling interest. (a) Subsidiaries The following are the significant subsidiaries of the Trust: Name Country of Incorporation Percentage of equity interest December 31, 2013 December 31, 2012 RioCan Management Inc. (BC) Canada 100% 100% RioCan Management Inc. Canada 100% 100% RioCan (KS) Management LP Canada 100% 100% RioCan Management Beneficiary Trust Canada 100% n/a RioCan Yonge Eglinton LP Canada 100% 100% RioCan (Festival Hall) Trust Canada 100% 100% Timmins Square Limited Partnership Canada 100% 100% Shoppers World Brampton Investment Trust Canada 100% 100% RioCan Realty Investments Partnership Three LP Canada 100% 100% RioCan Realty Investments Partnership Eight LP Canada 100% 100% RioCan Realty Investments Partnership One LP Canada 100% 100% RioCan Realty Investments Partnership Two LP Canada 100% 100% RioCan Realty Investments Partnership Four LP Canada 100% 100% RioCan Realty Investments Partnership Seven LP Canada 100% 100% RioCan (GH) Limited Partnership Canada 100% 100% RioCan Property Services Trust Canada 100% 100% RioCan White Shield Limited Partnership Canada 60% 60% RioCan (GTA Marketplace) LP Canada 100% 100% RC REIT LP Canada 100% n/a RioCan Holdings USA Inc. US 100% 100% RioCan Northeast Partnership LP US 100% 100% RC/Dunhill Timber Creek Holdings LP US 100% 80% RC Dunhill LP US 100% 82% RC Sterling LP US 100% 100% RC Sterling II LP US 100% 90% RC/Dunhill LCV Arbor Holdings LP US 100% 85% RioCan (America) Management Inc. US 100% 100% RioCan USA Subsidiary Inc. US 100% 100% RC (RP) LP US 100% 80% RC/Dunhill Louetta Holdings LP US 100% 85% RioKim USA LP US 100% 50% 156
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The following amounts are included in the Trust s consolidated financial statements relating to these operating subsidiaries: As at December 31, 2013 Dunhill Other Total Non-current assets $ $ 25 $ 25 Net assets at 100% $ $ 25 $ 25 Carrying amount of non-controlling interest $ $ 11 $ 11 For the year ended December 31, 2013 Revenue $ 16 $ 5 $ 21 Net earnings and total comprehensive income 10 8 18 Net earnings allocated to non-controlling interest $ 2 $ 2 $ 4 As at December 31, 2012 Cedar (i) Dunhill Other Total Current assets $ $ 9 $ 1 $ 10 Non-current assets 253 52 305 Current liabilities (7) (1) (8) Non-current liabilities (139) (15) (154) Net assets at 100% $ $ 116 $ 37 $ 153 Carrying amount of non-controlling interest $ $ 21 $ 12 $ 33 For the year ended December 31, 2012 Revenue $ 59 $ 17 $ 5 $ 81 Net earnings and total comprehensive income 74 14 7 95 Net earnings allocated to non-controlling interest $ 10 $ 3 $ 2 $ 15 (i) (b) On October 10, 2012, RioCan dissolved its joint venture agreement with Cedar and as a result, RioCan acquired Cedar s 20% interest in 21 of the properties and sold its 80% interest in one property, Franklin Village, to Cedar. Joint arrangements The Trust has invested in certain joint ventures that are structured using entities that separate the investor and the investee. As a result, the Trust only has rights to and is liable for the net assets of the investee for these joint ventures. On October 1, 2013, RioCan completed the dissolution of its joint venture arrangements with its Texas, partners, RPAI and Dunhill. As at December 31, 2013, the Trust s joint venture with Kimco Realty Corporation (Kimco) on the Montgomery Plaza property is recorded using the equity method of accounting. 157
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The following tables summarize the financial information of joint ventures that are accounted for using the equity method. The tables also reconcile the summarized financial information to the carrying amount of the Trust s interest in these joint ventures: As at December 31, 2013 RPAI Other Total Equity Ownership Interest 80% 15% - 80% Current assets $ $ 6 $ 6 Non-current assets 95 95 Current liabilities (8) (8) Non-current liabilities (41) (41) Net assets at 100% $ $ 52 $ 52 Trust s investments in equity accounted joint ventures $ $ 36 $ 36 For the year ended December 31, 2013 RPAI Other Total Revenue $ 47 $ 17 $ 64 Expenses (15) (6) (21) Fair value gain 5 10 15 Interest expense (10) (4) (14) Net earnings and total comprehensive income at 100% $ 27 $ 17 $ 44 Trust s share of net earnings in equity accounted joint ventures $ 22 $ 10 $ 32 As at December 31, 2012 RPAI Other Total Equity Ownership Interest 80% 15% - 80% Current assets $ 22 $ 28 $ 50 Non-current assets 669 184 853 Current liabilities (34) (14) (48) Non-current liabilities (310) (106) (416) Net assets at 100% $ 347 $ 92 $ 439 Trust s investments in equity accounted joint ventures $ 278 $ 43 $ 321 For the year ended December 31, 2012 RPAI Other Total Revenue $ 61 $ 14 $ 75 Expenses (20) (4) (24) Fair value gain 54 3 57 Interest expense (14) (4) (18) Net earnings and total comprehensive income at 100% $ 81 $ 9 $ 90 Trust s share of net earnings in equity accounted joint ventures $ 65 $ 4 $ 69 158
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 18. Interest Expense For the year ended December 31, 2013, interest was capitalized to properties under development based on a weighted average interest rate of 4.8% (for the year ended December 31, 2012 5.2%) as follows: For the year ended December 31, 2013 2012 (restated note 2(q)) Total interest $ 255 $ 253 Less: Capitalized to properties under development 21 19 $ 234 $ 234 19. General and Administrative For the year ended December 31, 2013 2012 (restated note 2(q)) Salaries and benefits $ 19 $ 20 Public company costs 4 4 Professional fees 6 6 Unit based compensation expense 6 5 Other 10 5 Total general and administrative 45 40 Other general and administrative expenses include travel and accommodation, occupancy costs, charitable donations, depreciation, advertising and promotion, and marketing material. 20. Transaction and Other Costs For the year ended December 31, 2013 2012 Transaction related expenses $ 8 $ 1 Demolition costs 3 2 Realized foreign currency gain (i) (4) Other 2 2 $ 9 $ 5 (i) During October 2013, as a result of the dissolution of certain of the Trust s equity method accounted investments related to its US operations, RioCan realized a $4.4 million foreign currency transaction gain. This exchange gain was transferred from a separate component of equity to net earnings upon closing of the transactions resulting in the disposal of these investments. 21. Segmented Information The Trust operates in the shopping centre segment of the real estate industry in both Canada and the US. As at December 31, 2013, the Trust s portfolio comprises 340 retail properties, including 16 under development. The Trust s portfolio of 47 US grocery anchored and new format retail centres (December 31, 2012 50) comprise 46 directly owned centres and 1 centre owned through a joint venture arrangement with Kimco Realty Corporation. During the year ended December 31, 2013, the Trust s partnership arrangements with RPAI, Sterling, and Dunhill were dissolved. These properties, which were previously structured as partnership arrangements are now fully consolidated as at December 31, 2013. The Trust has one remaining US property, Montgomery Plaza LP, that is accounted for using the equity method, which relates to the partnership arrangement with Kimco. 159
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 No single tenant accounts for 5% or more of the Trust s consolidated rental revenue. The following summary presents segmented financial information by geographic location which is consistent with the manner in which management currently evaluates operating segment performance: Net earnings by reportable segment for the year ended December 31, 2013 is as follows: Canada US Eliminations (i) Total Rental revenue $ 997 $ 124 $ $ 1,121 Property operating costs Recoverable under tenant leases 344 32 376 Non-recoverable from tenants 16 16 360 32 392 Operating income 637 92 729 Other income Fees and other 17 17 Interest 57 (43) 14 Share of net earnings in equity accounted investments and joint ventures 1 31 32 Fair value gains on investment property, net 132 89 221 207 120 (43) 284 Other expenses Interest 206 71 (43) 234 General and administrative 40 5 45 Transaction and other costs 8 1 9 Expense for early redemption of debentures 12 12 266 77 (43) 300 Net earnings $ 578 $ 135 $ $ 713 (i) Represents intercompany loans interest The net book value of real estate investments and capital expenditures as at December 31, 2013 is as follows: Canada US Eliminations (i) Total Real estate investments Income properties $ 10,379 $ 2,054 $ $ 12,433 Properties under development 583 583 Properties held for resale 46 46 $ 11,008 $ 2,054 $ $ 13,062 Total assets $ 11,753 $ 2,140 $ (363) $ 13,530 Total liabilities $ 5,354 $ 1,267 $ (363) $ 6,258 Capital expenditures $ 204 $ 10 $ $ 214 (i) Intercompany loans of $363 million (US$341 million) and related interest between RioCan Holdings USA Inc. and RioCan REIT 160
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Net earnings by reportable segment for the year ended December 31, 2012 is as follows: Canada US Eliminations (i) Total Rental revenue $ 945 $ 91 $ $ 1,036 Property operating costs Recoverable under tenant leases 325 23 348 Non-recoverable from tenants 12 12 337 23 360 Operating income 608 68 676 Other income Fees and other 23 2 25 Interest 48 (36) 12 Share of net earnings in equity accounted investments and joint ventures 69 69 Fair value gains on investment property, net 810 58 868 881 129 (36) 974 Other expenses Interest 209 61 (36) 234 General and administrative 39 1 40 Transaction and other costs 4 1 5 Impairment of investment 12 12 252 75 (36) 291 Earnings before income taxes 1,237 122 1,359 Net earnings $ 1,237 $ 122 $ $ 1,359 (i) Represents intercompany loans interest The net book value of real estate investments and capital expenditures as at December 31, 2012 is as follows: Canada US Eliminations (i) Total Real estate investments Income properties $ 10,132 $ 1,146 $ $ 11,278 Properties under development 440 440 Properties held for resale 47 47 $ 10,619 $ 1,146 $ $ 11,765 Total assets $ 11,475 $ 1,552 $ (408) $ 12,619 Total liabilities $ 5,210 $ 937 $ (408) $ 5,739 Capital expenditures $ 191 $ 5 $ $ 196 (i) Intercompany loan of $408 million (US$410 million) and related interest between RioCan Holdings USA Inc. and RioCan REIT 161
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 22. Net Earnings per Unit Net earnings per unit and weighted average common units outstanding are calculated as follows: For the year ended December 31, 2013 2012 Net earnings attributable to common and preferred unitholders $ 709 $ 1,344 Less: Distributions to preferred unitholders 14 14 Net earnings attributable to common unitholders $ 695 $ 1,330 Weighted average common units outstanding basic (ii) 302,324 289,950 Unexercised dilutive unit options (ii) 936 1,348 Weighted average common units outstanding diluted (i), (ii) 303,260 291,298 Net earnings per unit basic $ 2.30 $ 4.59 Net earnings per unit diluted $ 2.29 $ 4.57 (i) The calculation of diluted weighted average units outstanding excludes options for 4.9 million units for the year ended December 31, 2013 (December 31, 2012 2.3 million units) as their inclusion would be anti-dilutive. (ii) Unit information is shown in thousands. 162
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 23. Hedging Activities From time to time, the Trust may enter into interest rate swap transactions to modify the interest rate profile of its current or future variable rate debt without an exchange of the underlying principal amount. The Trust applies hedge accounting to such cash flow hedging relationships whereby the change in the fair value of the effective portion of the hedging derivative is recognized in OCI. The ineffective portion for accounting purposes is recognized in net earnings. Since 2009, the Trust has entered into interest rate swap agreements on floating interest rate first mortgages to hedge the variability in cash flows attributed to fluctuating interest rates. Settlement on both the fixed and variable portion of the interest rate swaps occurs on a monthly basis. The following table summarizes the details of the interest rate swaps that are outstanding as at December 31, 2013: Transaction date Original principal amount Effective fixed interest rate Maturity date February 2009 $ 42 4.87% February 2014 December 2010 16 5.03% December 2020 April 2011 (i) 15 5.24% February 2016 April 2011 (ii) 59 4.61% April 2016 May 2011 2 4.89% May 2021 July 2011 (iii) 53 4.20% July 2016 September 2011 23 4.04% September 2021 December 2011 (iv) 8 5.49% April 2014 December 2011 33 3.36% December 2016 December 2011 30 4.13% December 2021 September 2012 23 3.78% December 2018 September 2012 16 3.77% May 2018 September 2012 27 3.74% May 2017 September 2012 26 4.26% October 2018 September 2012 45 4.08% November 2017 September 2012 21 3.78% April 2017 September 2012 64 4.04% November 2018 November 2012 13 3.08% November 2017 May 2013 58 2.98% May 2018 May 2013 17 3.07% May 2018 November 2013 25 3.99% December 2020 November 2013 111 2.16% February 2019 $ 727 (i) (ii) (iii) (iv) US denominated $14 million mortgage assumed upon property acquisition. US denominated $55 million mortgage. US denominated $50 million mortgage. $8 million mortgage assumed upon property acquisition. The Trust has assessed that there is no ineffectiveness in the hedge of its interest rate exposure. The effectiveness of the hedging relationships is reviewed on a quarterly basis. As an effective hedge, unrealized gains or losses on the interest rate swap agreements are recognized in OCI. As at December 31, 2013, the fair value of the interest rate swaps are, in aggregate, a net financial liability of $8.4 million (December 31, 2012 $14.8 million). The associated unrealized gains or losses that are recognized in OCI will be reclassified into net earnings in the same period or periods during which the interest payments on the hedged item affect net earnings. 163
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 24. Net Change in Non-Cash Operating Items Cash flows provided by (used in) For the year ended December 31, 2013 2012 (restated note 2(q)) Accounts receivable $ 6 $ (11) Mortgage receivable interest (11) (2) Prepaid expenses and other assets (41) (18) Accounts payable and accrued liabilities 1 13 Other (9) 6 $ (54) $ (12) 25. Supplemental Cash Flow Information For the year ended December 31, 2013 2012 (restated note 2(q)) Interest received $ 14 $ 11 Interest paid 256 263 Acquisition of real estate investments through assumption of liabilities and mortgages given by vendors 313 188 Cash equivalents, end of year: Term deposits 33 Bankers acceptances 100 26. Operating Leases Trust as Lessor The Trust as lessor has entered into leases on its property portfolio. The leases typically have lease terms between five and 20 years and include clauses to enable periodic upward revision of the rental charge according to prevailing market conditions. Some leases contain options to terminate before the end of the lease term. Future minimum rentals receivable under non-cancellable operating leases as at December 31, 2013 are as follows: December 31, 2013 Within 1 year $ 712 After 1 year, but not more than 5 years 2,055 More than 5 years 1,550 Total $ 4,317 164
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 27. Fair Value Measurement The fair value hierarchy of assets and liabilities measured at fair value on the consolidated balance sheet or disclosed in the notes to financial statements is as follows December 31, 2013 December 31, 2012 (restated note 2(q)) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets measured at fair value: Cash and equivalents $ 39 $ $ $ 175 $ $ Mortgages and loans receivable 248 200 Interest rate swap asset (note 23) 1 Investment* 50 Other assets ** 16 12 Investment property Income properties 12,433 11,278 Properties under development 583 440 Liabilities measured at fair value: Interest rate swap liability (note 23) $ $ 9 $ $ $ 15 $ Contingent consideration 3 14 Liabilities for which fair values are disclosed (note 29): Mortgage payable and lines of credit 4,712 4,465 Debentures payable 1,439 1,345 * Represent the Trust s investment in Cedar, which was disposed in February, 2013; ** Represent the Trust s investment in WCNUF I and WCNUF II. There have been no transfers among all levels during the year. 28. Capital Management The Trust defines capital as the aggregate of unitholders equity and debt. The Trust s capital management framework is designed to maintain a level of capital that complies with investment and debt restrictions pursuant to RioCan s Declaration, complies with existing debt covenants, enables the Trust to achieve target credit ratings, funds its business strategies and builds long-term unitholder value. The key elements of RioCan s capital management framework are approved by its unitholders via the Trust s Declaration of Trust and by its Board through their annual review of the Trust s strategic plan and budget, supplemented by periodic Board and Board Committee meetings. Capital adequacy is monitored by the Trust by assessing performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt covenants. RioCan s Declaration provides for maximum total debt levels up to 60% of Aggregate Assets (as defined in the Declaration). The Trust is in compliance with this restriction. Additionally, RioCan s Declaration contains provisions that have the effect of limiting capital expended by the Trust for, among other items, the following: direct and indirect investments (net of related mortgages payable) in non-income producing properties (including greenfield developments and mortgages receivable to fund the Trust s co-owners share of such developments) to no more than 15% of the Adjusted Unitholders Equity of the Trust (herein referred to as the Basket Ratio with Adjusted Unitholders Equity as defined in the Declaration). The Trust is in compliance with this restriction; total investment by the Trust in mortgages receivable, other than mortgages taken back by the Trust on the sale of its properties, to no more than 30% of the Adjusted Unitholders Equity of the Trust. The Trust is in compliance with this restriction; any property acquired by the Trust, directly or indirectly, if the cost to the Trust of such acquisition (net of the amount of mortgages payable assumed) exceeds 10% of the Adjusted Unitholders Equity of the Trust. The Trust is in compliance with this restriction; subject to the Basket Ratio, securities of an entity, other than to the extent that such securities would, for the purpose of the Declaration, constitute an investment in real estate. The Trust is in compliance with this restriction; and 165
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 the amount of space that can be leased or subleased to any tenant, with certain exceptions, to a maximum space having an aggregate gross leasable area of 20% of the aggregate gross leasable area of all real estate investments held by the Trust. The Trust is in compliance with this restriction. The Trust intends, but is not contractually obligated, to distribute to its unitholders in each year an amount not less than the Trust s income for the year, as calculated in accordance with the Income Tax Act (Canada) (the Tax Act) after all permitted deductions under the Tax Act have been taken. RioCan s Trustees rely upon forward looking cash flow information, including forecasts and budgets and the future business prospects of RioCan, to establish the level of cash distributions. The Trust s debentures payable have covenants that are consistent with the Debt to Aggregate Assets ratio as discussed above, maintenance of at least $1 billion of Adjusted Book Equity (defined in the indenture), and maintenance of at least an interest coverage ratio (defined in the indenture) of 1.65 for a rolling twelve-month period. December 31, 2013 December 31, 2012 Increase (restated note 2(q)) Capital Mortgages payable and lines of credit (note 7) $ 4,512 $ 4,159 $ 353 Debentures payable (note 8) 1,447 1,292 155 Total Debt 5,959 5,451 508 Unitholders equity 7,261 6,847 414 Total capital $ 13,220 $ 12,298 $ 922 Ratio of Debt, net of cash, to Total Assets, net of cash 43.9% 42.4% 1.5% Basket Ratio 4.8% 4.4% 0.4% For the year ended December 31, 2013 December 31, 2012 Change (restated note 2(q)) Interest coverage ratio 2.91 2.93 (0.02) 29. Financial Instruments (a) Fair value of financial instruments The Trust s receivables and other assets, mortgages and loans receivable and accounts payable and other liabilities are substantially carried at amortized cost, which approximates fair value. Cash and equivalents and investments are measured at fair value. The fair value of other financial instruments is based upon discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair value estimates are not necessarily indicative of the amounts the Trust might pay or receive in actual market transactions. Potential transaction costs have also not been considered in estimating fair value. Financial instruments carried at amortized cost on the consolidated balance sheets are as follows: 2013 2012 (restated note 2(q)) Carrying value Fair value Carrying value Fair value Mortgages and loans receivable $ 248 $ 248 $ 200 $ 200 Mortgages payable and lines of credit 4,512 4,712 4,159 4,465 Debentures payable 1,447 1,439 1,292 1,345 166
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (b) Risk management The main risks arising from the Trust s financial instruments are credit, interest rate, liquidity and foreign exchange risks. The Trust s approach to managing these risks is summarized below: (i) Credit risk Credit risk arises from the possibility that: Tenants may experience financial difficulty and be unable to fulfill their lease commitments or tenants may fail to occupy and pay rent in accordance with existing lease agreements, some of which are conditional. Borrowers default on the repayment of their mortgages to the Trust. Third parties default on the repayment of debt to the Trust (for discussion on joint arrangements, see note 17, and on guarantees, see note 32). As discussed in note 28, RioCan s Declaration contains provisions that have the effect of limiting the amount of space that can be leased to one tenant and its investment in mortgages receivable. Additionally, the Trust mitigates tenant credit risk through geographical diversification, staggered lease maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single tenant by ensuring no individual tenant contributes a significant percentage of the Trust s gross revenue and ensuring a considerable portion of the Trust s revenue is earned from national and anchor tenants and conducting credit assessments for new tenants. As at December 31, 2013: Minimum annualized rentals (exclusive of recoverable property operating costs and taxes) for tenant leases expiring in each of the next five years ending December 31 are as follows: 2014 $84 million; 2015 $76 million; 2016 $88 million; 2017 $80 million; and 2018 $97 million. The above aggregate rentals over the next five years represent annual lease payments of $425 million based on current contractual rental rates. For every such lease renewed upon maturity at an aggregate rental rate differential of 100 basis points, the Trust s net earnings would be impacted by approximately $4 million annually. No individual tenant comprises more than approximately 5% of the Trust s annualized rental revenue for 2013 and 2012. Approximately 86.2% of the Trust s annualized rental revenue for 2013 and 2012 was derived from national and anchor tenants (which tenant covenants are expected to be of higher credit quality than other tenants). (ii) Interest rate and liquidity risks The Trust is exposed to interest rate risk on its borrowings. Liquidity risk arises from the possibility of not having sufficient debt and equity capital available to the Trust to fund its growth program and refinance its debts as they mature. The Trust s financial condition and results of operations would be adversely affected if it were unable to obtain financing, or obtain costeffective financing. As discussed in note 28, RioCan s Declaration establishes a Debt to Aggregate Assets ratio limit of 60%. Additionally, the Trust mitigates interest rate and liquidity risks by staggering the maturity dates of its long-term debt (see notes 7 and 8 for Aggregate Debt), by entering into interest rate swap (option) agreements (see note 23), and by limiting the use of floating rate debt. As at December 31, 2013: The Trust s Aggregate Debt has a 4.72 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 4.3% per annum. 8% of the Trust s Aggregate Debt is at floating interest rates as at December 31, 2013. The Trust s undrawn lines of credit are $426 million (see note 7). The ratio of Debt, net of cash, to Total Assets, net of cash is 43.9% (see note 28). As at December 31, 2013, the Trust had cash and equivalents of $39 million as compared to $175 million as at December 31, 2012. As at December 31, 2013, the Trust has aggregate contractual debt principal maturities through to December 31, 2016 of approximately $1.95 billion (32.7% of RioCan s Aggregate Debt) with a weighted average contractual interest rate of 4.3%. 167
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 For every such amount refinanced upon maturity at an aggregate interest rate differential of 100 basis points, the Trust s net earnings would be impacted by approximately $19.5 million annually. (iii) Foreign exchange risk The Trust operates in Canada and in the US. The functional currency of the Trust is the Canadian dollar, as is the reporting currency. The functional currency of the Trust s US operations is the US dollar. The Trust also holds interest bearing debt denominated in US dollars. The Trust is exposed to both transaction and translation risk due to the volatility of foreign currency exchange rates, primarily arising from its US dollar denominated investments and, to a lesser extent, its monetary assets and liabilities denominated in this currency. The carrying values of these assets and liabilities, as well as the comprehensive income and earnings derived from them, are subject to foreign exchange rate fluctuation. Foreign exchange risk arises because the US dollar denominated financial statements of the US operations may vary on consolidation into Canadian dollars. Exchange gains and losses from the translation of the US operations are included in OCI. As a result, the Trust may experience translation exposures because of volatility in the exchange rate between the Canadian and US dollar. As at December 31, 2013, the Trust s US denominated net assets are $754 million; therefore a 1% change in the value of the US dollar will result in a gain or loss to OCI to the Trust of approximately $7.5 million, and an approximately $1 million impact to consolidated net earnings. 30. Related Party Transactions Compensation of key management The Trust s key management personnel include the Trustees and the following individuals: the Chief Executive Officer, Edward Sonshine; President and Chief Operating Officer, Frederic Waks; and Executive Vice President and Chief Financial Officer, Raghunath Davloor (collectively the Key Executives). Remuneration of the Trust s key management during the year was as follows: Trustees Key Executives For the year ended December 31, 2013 2012 2013 2012 Compensation and benefits $ 0.7 $ 0.7 $ 7.3 $ 7.2 Share-based payments 1.2 1.4 2.7 2.4 Post-employment benefits 0.5 0.7 $ 1.9 $ 2.1 $ 10.5 $ 10.3 31. Employee Benefits The Trust maintains a total of four pension plans for its employees. (a) A defined contribution pension plan incurred current service costs in the amount of $0.7 million for the year ended December 31, 2013 (year ended December 31, 2012 $0.6 million). (b) There are three defined benefit pension plans, of which one is a registered plan and two are unregistered plans. The plans benefits are based on a specified length of service, up to a stated maximum. The fair value of the plan assets as at December 31, 2013 was $3 million (December 31, 2012 $2.5 million). The recognized pension obligation, net of plan assets as at December 31, 2013 was $10.2 million (December 31, 2012 $9.7 million). Pension costs of $1.4 million were recorded in net earnings for the year ended December 31, 2013 (year ended December 31, 2012 $1.2 million). Actuarial gains and losses for the defined benefit plans are recognized in full in the period in which they occur in OCI. Such actuarial gains and losses are also immediately recognized in retained earnings and are not reclassified to earnings in subsequent periods. 32. Contingencies and Commitments (a) Guarantees As at December 31, 2013, the estimated amount of third-party debt subject to RioCan guarantees, and therefore the maximum exposure to credit risk, was approximately $467 million consisting of guarantees totalling $282 million to partners and coowners and $185 million on the assumption of mortgages by purchasers on property dispositions (December 31, 2012 168
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 $299 million) with expiry dates between 2014 and 2034. There have been no defaults by the primary obligors for debts on which the Trust has provided its guarantees, and as a result, no provision for these guarantees has been recognized in these Consolidated Financial Statements. (b) Contractual obligations on real estate RioCan has one income property under firm contract in the US where conditions have been waived pursuant to a purchase and sale agreement that, if completed, represents an acquisition of US$9 million at RioCan s interest at a capitalization rate of 8.0%. RioCan has one income property disposition under firm contract in Canada where conditions have been waived pursuant to a purchase and sale agreement at a sales price of $5 million. There is no debt associated with the property, which has a gross leasable area of approximately 52,000 square feet. RioCan has two development sites in Canada under firm contract where conditions have been waived pursuant to purchase and sale agreements that, if completed, represent acquisitions of $20 million at RioCan s interest. (c) Litigation The Trust is involved with litigation and claims which arise from time to time in the normal course of business. In the opinion of management, any liability that may arise from such contingencies will not have a significant adverse effect on the Trust s Consolidated Financial Statements. (d) Lease commitments Trust as Lessee The Trust as Lessee is committed under long-term operating leases with various expiry dates to 2029. Minimum annual rentals are as follows: Land Leases December 31, 2013 Operating Leases Total Commitments Within 1 year $ 3 $ 1 $ 4 After 1 year, but not more than 5 years 10 2 12 More than 5 years 18 5 23 Total $ 31 $ 8 $ 39 Included in the above are land lease commitments of $21 million which have been accounted for as finance leases and investment property. The corresponding lease obligation of $15.6 million has been recognized in accounts payable and accrued liabilities as at December 31, 2013. (e) Investment Commitment As at December 31, 2013, the Trust has unfunded investment commitments of approximately $19.2 million relating to WCNUF I and WCNUF II. Amounts to be funded are callable by the general partner at any point prior to the expiration of the investment period, which is February 29, 2018. 33. Events after the Balance Sheet Date Debt Issuance On January 23, 2014, the Trust issued to the public on a bought deal basis $150 million principal amount of Series U senior unsecured debentures (the Debentures). The debentures mature on June 1, 2020 and carry a coupon rate of 3.62%. Debenture issuance costs were approximately $1 million. The majority of the proceeds from the offering will be used to fund development, for property acquisitions, to repay certain indebtedness and for general trust purposes. Buyout of Trinity Interest RioCan is currently in discussions with Trinity to acquire their 25% interest in each of Stockyards, Toronto, and McCall Landing, Calgary, as well as Trinity s 10% interest in East Hills, Calgary. If completed, these transactions are targeted to close during the first quarter of 2014. It is also the Trust s intention, pending certain approvals, to take over as development manager for each of these development sites over the remainder of 2014. 169
RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Subsequent Acquisitions On February 3, 2014, RioCan completed the acquisition of the remaining 40% interest in an income property, bringing RioCan s interest in the property to 100%. The additional 40% interest was acquired at a purchase price of $11 million, representing a capitalization rate of 5.5%. In connection with the acquisition, RioCan assumed outstanding mortgage financing of $8 million, bearing interest at Banker s Acceptance plus 1.85%, maturing in September 2015. On January 24, 2014 RioCan completed the acquisition of a development property on a forward purchase basis at an expected purchase price on completion of $58 million, at a capitalization rate of 5.4%. The property was acquired free and clear of financing. Subsequent Dispositions On January 28, 2014, RioCan completed the disposition of an income property at a sales price of $1 million, representing 272,000 square feet of retail space. The property was free and clear of financing at the time of sale. On January 31, 2014 RioCan completed the disposition of an income property at a sales price of $47 million, representing 181,000 square feet of retail space. The property was free and clear of financing at the time of sale. 170
Senior management Edward Sonshine, O.Ont., Q.C. Chief Executive Officer Frederic A. Waks President & Chief Operating Officer Raghunath Davloor Executive Vice President, Chief Financial Officer & Corporate Secretary Howard Rosen Senior Vice President, Chief Accounting Officer John Ballantyne Senior Vice President, Asset Management Michael Connolly Senior Vice President, Construction Jonathan Gitlin Senior Vice President, Investments Danny Kissoon Senior Vice President, Operations Jordan Robins Senior Vice President, Planning & Development Jeff Ross Senior Vice President, Leasing Nigel Bunbury Vice President, Financial Reporting & Controls Stuart Craig Vice President, Planning & Development Roberto DeBarros Vice President, Construction Lyle Goodis Vice President, Marketing Oliver Harrison Vice President, Asset Management Oliver Hobday Vice President, Legal Daniel Jubinville Regional Vice President, Leasing Suzanne Marineau Vice President, Human Resources Kevin Miller Regional Vice President, Operations Central Ontario Pradeepa Nadarajah Vice President, Property Accounting Paran Namasivayam Vice President, Recovery Accounting Jane Plett Vice President, Operations Western Canada Kenneth Siegel Vice President, Leasing Jonathan Sonshine Vice President, Asset Management Jeffrey Stephenson Vice President, Leasing Naftali Sturm Vice President, Finance Renato Vanin Vice President, Information Technology Board of Trustees Paul Godfrey, C.M., O.Ont. 1,2,3,4 (Chairman of Board of Trustees) President and Chief Executive Officer, Postmedia Network Inc. Bonnie Brooks 3,4 President, Hudson s Bay Company Clare R. Copeland 1,2 Chair and Director of Toronto Hydro Corporation Raymond M. Gelgoot Partner, Fogler, Rubinoff LLP Dale H. Lastman Co-Chair and Partner, Goodmans LLP Sharon Sallows 1,2,4 Director of Ontario Teachers Pension Plan Board Edward Sonshine, O.Ont., Q.C. Chief Executive Officer, RioCan Real Estate Investment Trust Luc Vanneste 1,2 Charles M. Winograd 2,3,4 President, Winograd Capital Inc. 1 member of the Audit Committee 2 member of the Human Resources & Compensation Committee 3 member of the Nominating & Governance Committee 4 member of the Investment Committee Unitholder Information Head Office RioCan Real Estate Investment Trust RioCan Yonge Eglinton Centre, 2300 Yonge Street, Suite 500 P.O. Box 2386, Toronto, Ontario M4P 1E4 Tel: 416-866-3033 or 1-800-465-2733 Fax: 416-866-3020 Website: www.riocan.com Email: inquiries@riocan.com Unitholder and Investor Contact Christian Green Director, Investor Relations Tel: 416-864-6483 Email: cgreen@riocan.com Auditors Ernst & Young LLP Transfer Agent and Registrar Canada Stock Transfer P.O. Box 7010, Adelaide Street Postal Station, Toronto, Ontario M5C 2W9 Answerline: 1-800-387-0825 or 416-643-5500 Fax: 416-643-5501 Website: www.canstockta.com Email: inquiries@canstockta.com stock exchange Listing The Toronto Stock Exchange Trading Symbols: Common Units REI.UN Preferred Units Series A REI.PR.A Series C REI.PR.C Annual Meeting The 2014 Annual Meeting of RioCan REIT will be held on Wednesday, May 28, 2014 at 10:00 a.m. at SilverCity Theatres located at RioCan Yonge Eglinton Centre, 2300 Yonge Street, Toronto, Ontario. All unitholders are invited and encouraged to attend in person or via webcast at www.riocan.com. On peut obtenir une version française du présent rapport annuel sur le site web de RioCan: www.riocan.com. A French language version of this annual report is available on RioCan s website: www.riocan.com
REAL ESTA TE INVESTMENT TRUST RioCan Yonge Eglinton Centre 2300 Yonge Street Suite 500 P.O. Box 2386 Toronto, Ontario M4P IE4 T 416 866 3033 TF 1 800 465 2733 F 416 866 3020 W www.riocan.com