fourth quarter 2016 update

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

Fourth Quarter 2016 Update

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

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

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

You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). Weundertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by applicable law.

All information is presented on a consolidated basis and is as of December 31, 2016, unless otherwise notedAll 2013 information is presented on a consolidated basis, including our pro rata share of unconsolidated joint ventures, and is as of March 31, 2013, unless otherwise notedAll demographic information is sourced from The Nielsen Company, unless otherwise notedAll 2013 peer metric information is sourced from company filings as of March 31, 2013, unless otherwise notedAll 2016 peer metric information is sourced from company filings as of September 30, 2016, unless otherwise noted 2

We generate long-term shareholder value through theownership, operation and redevelopment of highquality, multi-tenant retail assets in our target markets

We believe real estate is a local business and that ourapproach combined with scale provides for the bestvalue creation over the long term

We believe in maintaining an investment grade ratedbalance sheet through adhering to a simple, lowleverage model

We believe in maintaining a best-in-class operatingplatform through an intense focus on talentdevelopment and the innovative use of technology andsystems

Our Strategy

3

4

2016 Results 2017 Guidance1

Net income attributable to common shareholders

$0.66 $1.15 – $1.20

Operating FFO/share $1.09 $1.00 - $1.05

Same store NOI growth 3.5% 2.0% - 3.0%

General & administrative expense

$44.5 million $42 - $44 million

Disposition activity $543.0 million $800 - $900 million

Acquisition activity $408.3 million $375 - $475 million

Blended comparablere-leasing spreads

7.5% N/A

Leasing volume540 leases representing

3,332,000 square feetN/A

Retail occupancy 94.3% N/A

Retail leased rate 95.0% N/A

Our Performance

2016 Operating FFO/ShareLow

$1.09High

$1.09

2016 net retail investment activity (0.04) (0.04)

2017 net retail investment activity2 (0.12) (0.08)

Schaumburg Towers (0.07) (0.07)

Subtotal 0.86 0.90

Same store NOI growth 0.025 0.035

Interest expense2 0.14 0.13

General & administrative expenses 0.00 0.01

Redevelopment assets3 (0.01) (0.01)

Non-cash items4 (0.01) (0.01)

Lease termination fee income5 (0.005) (0.005)

2017 estimated Operating FFO/Share

$1.00 $1.05

Guidance bridge – 2016 to 20171

T O T A L C A P I T A L I Z A T I O N

I N V E S T M E N T G R A D E

BBB-S & P

Baa3Moody’s

$5.8B

N Y S E : R P A I

1

5

D A L L A S

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

N E W Y O R K

C H I C A G O

S E AT T L E

AT L A N TA

H O U S T O N

S A N A N T O N I O

P H O E N I X

A U S T I N

TA R G E T M A R K E T S ( R A N K B Y A B R 1 )

1 5 6 R E T A I L O P E R A T I N G P R O P E R T I E S

25.8 MILLION SQUARE FEET

6

3.1%Single-User Retail

96.9%Multi-Tenant Retail

2016

Based on Retail ABR 7

SIGNIFICANT MULTI -TENANT RETAIL PRESENCE 1

I N TO P N AT I O N A L M S A S

67%Located in Target Markets

74%Located in Top 30 MSAs

79%Located in Top 50 MSAs

8Based on ABR

Real Estate Driven - Evolving Multi-Tenant Retail Asset Mix

Avg. Household Income $88,000

Population 113,000

Est. Population Growth 5.5%


Population 154,000



Population 426,000


N E I G H B O R H O O D/CO M M U N I T Y C E N T E R S

L I F E S T Y L E C E N T E R S /M I X E D - U S E P R O P E RT I E S

P O W E R C E N T E R S

3-mile radius 5-mile radius5-mile radius

39%40%

45%35%

16%25%

2013 2013 2013

2016 2016 2016

Asset mix based on ABR 9

$26.67

$19.88 $19.64

$17.11

$17.72 $17.01

$15.36 $14.94

$12.90

$0

$5

$10

$15

$20

$25

$30

FRT REG ROIC RPAI WRI UE DDR KIM BRX

RETAIL ABR PSF

Peer Comparison | Our High Quality Portfolio

10

$19.21

Target Markets

RETAIL ABR - % GROWTH (2013-2016)

18.3% 18.0%16.7%

14.0%

11.8%10.4%

9.4%

0%

5%

10%

15%

20%

25%

RPAI KIM WRI REG DDR FRT BRX

RETAIL – THREE MILE POPULATION1

Peer Comparison | Our Dominant Locations

11

173

153

122 113 111 110 106

82 77

-

20

40

60

80

100

120

140

160

180

200

UE FRT RPAI ROIC KIM WRI REG DDR BRX

122

Target Markets

149

SUPERZIP - % OF VALUE2

39%

25%23%

18%

14%

10% 9%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

FRT REG RPAI WRI KIM BRX DDR

Manageable Retail Lease Expiration Profile

12

5.3% 10.5% 14.2% 11.5% 10.8% 41.7%

6.2%

12.5%

16.6%

11.4%12.0%

41.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

2017 2018 2019 2020 2021 Thereafter

% of Total GLA % of Total ABR

1

Tenant Profile & Anchor Strength

Top Retail Tenants

13

Tenant% of Retail

ABR% of Retail

Occupied GLAMoody's / S&P

Credit Rating

Best Buy Co., Inc. 2.9% 3.2% Baa1/BBB-

Ahold U.S.A. Inc. 2.6% 2.3% NR/NR

Ross Stores, Inc. 2.3% 3.6% A3/A-

The TJX Companies, Inc. 2.3% 3.9% A2/A+

Bed Bath & Beyond Inc. 2.0% 2.6% Baa1/BBB+

PetSmart, Inc. 1.9% 2.2% B1/B+

Regal Entertainment Group 1.7% 0.9% B1/B+

AB Acquisition LLC 1.5% 1.9% NR/NR

Michaels Stores, Inc. 1.5% 2.1% B1/B+

Gap Inc. 1.3% 1.4% Baa2/BB+

Compelling Grocer Profile:Grocer sales of approximately $505 psf1

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

14

Retail Real Estate is Bifurcating

Convenience & Density

High density

Strong barriers to entry

Superior access and exposure

Strong daytime population

Lower dwell times

Transit oriented

Experiential

Affluent demographics

Live, work, shop, play

Strong daytime population

Highly educated

Higher dwell times

Commodity

Outdated store spacing model

Weak relative demographic profiles

Markedly lower pricing power

RPAI’s repositioning strategy focuses on the

“bookends” of the three available real estate products.

While each asset type is not mutually exclusive, we

believe that the best real estate densifies over time as

a result of their greater attributes.

“Consumers must buy” “Consumers want to buy”

15

2016 and 2017 Acquisitions

16

P r o p e r t y N a m e A s s e t Ty p eP u r c h a s e

P r i c eA B R P S F

M S A

Shoppes at HagerstownConvenience & Density

$27.1 million $18.98 Hagerstown

Merrifield Town Center II Experiential 45.7 million 13.201 Washington, D.C.

Oak Brook Promenade Experiential 66.0 million 28.59 Chicago

The Shoppes at Union Hill Experiential 63.1 million 35.63 New York

Tacoma SouthConvenience & Density

39.4 million 12.24 Seattle

EastsideConvenience & Density

23.8 million 27.34 Dallas

One Loudoun Downtown –Phase I

Experiential 125.0 million 24.78 Washington, D.C.

2016 Total2 $408 million

Main Street Promenade Experiential 88.0 million 38.41 Chicago

2017 Total $88 millionMain Street Promenade – Chicago MSA

One Loudoun Downtown – Washington D.C. MSA

D I S P O S I T I O N S 1 A C Q U I S I T I O N S 1 % D I F F E R E N C E

# OF PROPERTIES 99 29 -

VALUE $1.5 billion $1.4 billion -

GLA 10.3 msf 4.6 msf -

AVG. ASSET VALUE $34 million $73 million 115%

ABR PSF $13.40 $22.71 69%

POPULATION (3-MILE) 68,000 248,000 265%

AVG. HH INCOME (3-MILE) $72,000 $103,000 43%

POPULATION (5-MILE) 154,000 503,000 227%

AVG. HH INCOME (5-MILE) $72,000 $104,000 44%

Portfolio Refinement2013 - 2016

17

Blended Comparable Re-leasing Spreads

5.6%

7.5%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

20131 20162

19

Contractual Rent Increases

65

85

130

155

50

70

90

110

130

150

170

2013 2016 Acquisitions 2013-2016

Negotiated Leases(January 1, 2016 - December 31, 2016)

Ba

sis

Po

ints

113

20

2

Rent Growth

0

5

10

15

20

25

30

35

40

45

50

2013 2016

Pe

rce

nt

34%

31%

18%

21

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

22

Redevelopment Timeline

0

5

10

15

20

25

30

35

40

45

2017 2018 Stabilized

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

(Dollars in millions)

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

Projected return on costs, onaverage, in the high single digits tolow double digits

Funded on a leverage neutral basis

23

Redevelopment - Estimated Air Rights Value

0

20

40

60

80

100

120

140

160

2013 2016

Do

lla

rs i

n m

illi

on

s

$142 million

$0

24

Reisterstown Road Plaza Redevelopment

P R O J E C T O V E R V I E W

Reconfigure existing space with a façade renovation and the addition of a multi-tenant retail pad

Avg. Household Income (5-mile): $75,000

Population (5-mile): 348,000

O P P O R T U N I T Y

Occupancy upside

Upgrade tenancy

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

9.5% - 11.5%Total Estimated Net Costs2 (000’s): $12,000 - $13,000

Project Commenced: Q3 2016

25

Towson Circle Redevelopment

P R O J E C T O V E R V I E W

Turn the existing configuration into a mixed-use development that will include double-sided street level retail with approximately 390 residential units above

Avg. Household Income (5-mile): $87,000

Population (5-mile): 313,000

O P P O R T U N I T Y

Floor Area Ratio (FAR) increase of 4.6x

Integrate adjacent property Towson Square

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

8.0% - 10.0%Total Estimated Net Costs2 (000’s): $33,000 - $35,000

Targeted Commencement: Q3 2017

26

Towson Circle Redevelopment

27

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

28

A Look at the Future

% of Multi-Tenant Retail ABRin Target Markets

Retail ABR PSF

Multi-Tenant Retail Avg. HH Income (3-Mile Radius)

Multi-Tenant Retail Population (3-Mile Radius)

Annual Development Spend as a% of Cap Ex

Net Debt to Adjusted EBITDA3

Investment Grade Ratings

2013

INVESTOR DAY

45%

$14.46

$80,000

77,000

0%

6.7x

none

2016

67%2

$17.11

$93,000

122,000

13%

5.6x

BBB-/Baa3

2018 Vision1

90%

>$19

>$97,000

>135,000

>30%

4.0x – 4.5x

Upgrade

29

Capital Recycling

Our goal is to have 90% of our

multi-tenant retail ABR in our

target markets by the end of 2018

In 2017 and 2018, we expect to

sell approximately $1.6 billion in

non-target assets and redeploy up

to $850 million into high quality,

multi-tenant retail assets in our

target markets

67 %

2 0 1 8

2 0 1 6 1 90%

30

2017 Disposition Profile

31

Expect to sell $800 to $900 million of

assets in 2017 at a weighted average cap

rate of 6.5% to 7.5%

As of 2/14/2017, $167.4 million of

dispositions were closed or under

contract

Contributed nearly 3.0% annual retail NOI

growth since 2012

$635 per square foot in grocer sales

Retail leased rate of 94.5%

DISPOSITION STATISTICS

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

32

Balance Sheet MetricsStrength in numbers

2016

5.6x

65.6%

2.9x

13.1%

BBB-/Baa3

Net Debt to Adjusted EBITDA1

Unencumbered NOI2

Fixed Charge Coverage Ratio3

Secured Debt to Total Assets4

Investment Grade Ratings

2013

6.7x

31.3%

1.9x

31.9%

none

33

14%

9%

12%

2%

63%

Secured mortgages

Credit facility

Unsecured notes payable

Preferred stock

Common Stock

Balance Sheet & Sources & Uses12/31/2016 Balance Sheet Composition Transactional 2017 Sources and Uses1 (millions)

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

Revolver $223

$1.3 Billion

Acquisitions$425

Dispositions$850

DebtRepayments

$713

Preferred StockRedemption

$135

Term Loan Issuance

$200

Funding Sources Funding Uses

34

IW JV loan payoff $379

IW JV defeasance penalty $60

Mortgage debt payoff $69

Scheduled amortization $5

Term loan payoff $200

35

Pro Forma Maturity Profile

-

100

200

300

400

500

600

700

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter

Do

lla

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on

s

12/31/20171

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

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

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

36

Represents guidance previously provided in our earnings release or earnings call, which was subject to the assumptions set forth therein. We have not updated or reaffirmed that guidance or any of the supporting assumptions and are not doing so by restating it herein 2 Reflects the relative timing of acquisitions and dispositions during the year3 Represents three properties where we have begun redevelopment and/or activities in anticipation of future redevelopment: Reisterstown Road Plaza, Towson Circle and Boulevard at the Capital Centre4 Non-cash items include straight-line rental income, amortization of above and below market lease intangibles and lease inducements, and non-cash ground rent expense 5 We have not forecasted speculative lease termination fee income for 2017Slide 51 Based on our common stock price of $15.33 as of December 31, 2016Slide 6 1 Represents our multi-tenant retail operating portfolioSlide 8 1 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSASlide 111 Peer demographic metrics are sourced from Evercore ISI as of December 31, 2015; RPAI’s demographic metrics represent our multi-tenant retail portfolio2 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors as of September 30, 2016. Superzip information does not include recent acquisitions, One Loudoun or Main Street Promenade, both are included in Superzip locationsSlide 121 Represents retail operating portfolio as of December 31, 2016 and excludes month-to-month leases, which comprise 0.3% of retail GLA and 0.3% of retail ABR Slide 131 Represents all grocers reporting sales in the multi-tenant retail operating portfolioSlide 161 Excludes 62,000 square feet of storage space2 Includes the fee interest in an existing multi-tenant retail property of $13.9 million and the anchor space improvements, which were previously subject to a ground lease with us, at an existing multi-tenant retail property of $4.5 millionSlide 171 Represents consolidated retail transactions from April 1, 2013 through December 31, 2016. Acquisition amounts, except for acquisition value and average asset value, excludes one multi-tenant retail operating property located outside of our target markets that was acquired and disposed between April 1, 2013 and December 31, 2016Slide 181 Represents our multi-tenant retail operating portfolio and includes ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA2 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors, excluding One Loudoun Downtown and Main Street Promenade3 Excludes three of our active or anticipated redevelopments, Boulevard at the Capital Centre, Reisterstown Road Plaza and Towson Circle, in addition to The Gateway which we sold during the first quarter of 20164 2013 represents leasing activity in our retail operating portfolio as of March 31, 2013 and for the preceding four quarters and 2016 represents leasing activity in our retail operating portfolio as of December 31, 2016 and for the preceding four quarters5 Represents our multi-tenant retail operating portfolio

Footnotes

37

Represents leasing activity in our retail operating portfolio as of March 31, 2013 and for the preceding four quarters2 Represents leasing activity in our retail operating portfolio as of December 31, 2016 and for the preceding four quarters for the year ended December 31, 2016Slide 201 Represents our multi-tenant retail operating portfolio, excluding The Gateway which we sold during the first quarter of 20162 Represents third-party assets acquired from April 1, 2013 through December 31, 20163 Represents signed new and renewal leases, excluding tenant-exercised options, from properties in our multi-tenant retail operating portfolio as of December 31, 2016Slide 211 Based on 2013 and 2016 blended comparable re-leasing spreads as reported on slide 192 Based on 2013 and 2016 contractual rent increases as reported on slide 20Slide 25 and 261 Projected Incremental Return on Cost (ROC) generally reflects only the unleveraged incremental NOI generated by the project upon stabilization and is calculated as incremental NOI divided by incremental cost. A property is considered stabilized upon reaching 90% occupancy, but no later than one year from the date it was classified as operating. Incremental NOI is the difference between NOI expected to be generated by the stabilized project and the NOI generated prior to the commencement of active redevelopment. ROC does not include peripheral impacts, such as the impact on future lease rollover at the property or the impact on the long-term value of the property2 Total Estimated Net Costs represent our estimated share of the project costs, net of proceeds from land sales, reimbursement from third parties and contributions from project partners, as applicableSlide 291 Based on our internal analysis2 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA3 For purposes of the Net Debt to Adjusted EBITDA ratio, Adjusted EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalentsSlide 301 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSASlide 331 For purposes of the Net Debt to Adjusted EBITDA ratio, EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents2 For purposes of the Unencumbered NOI ratio, Unencumbered NOI is calculated based on the definitions in the agreement that governs our Unsecured Credit Facility3 The Fixed Charge Coverage Ratio is calculated in accordance with the agreement that governs our Unsecured Credit Facility and is required to be greater than or equal to 1.50x. We include this ratio to demonstrate the extent by which we exceeded the requirement and it should not be viewed as a measure of our historical or future financial performance, financial position or cash flow4 Secured Debt represents notional secured debt and Total Assets is calculated as GAAP book value of total assets excluding the effect of accumulated depreciation Slide 341 Represent the midpoint of our guidance as reported on slide 4 or developed based on our internal analysisSlide 351 Based on the “Transactional 2017 Sources and Uses” assumptions provided in this presentation on slide 34 titled “Balance Sheet & Sources & Uses”

Footnotes (continued)

38

Non-GAAP Financial Measures & Other Definitions

Gross Leasable Area (GLA)

Gross Leasable Area (GLA) is defined as the aggregate number of square feet available for lease. GLA excludes square footage attributable to third-party managed storage units, of which we owned 62,000 square feet as ofDecember 31, 2016.

Occupancy

Occupancy is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the number of square feet of such property economically occupied by tenants under leases with an initial term ofgreater than one year, to (b) the aggregate number of square feet for such property.

Percent Leased Including Signed (Leased)

Percent Leased Including Signed (Leased) is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the sum of occupied square feet (pursuant to the definition above) of such propertyand vacant square feet for which a lease with an initial term of greater than one year has been signed, but rent has not yet commenced, to (b) the aggregate number of square feet for such property.

Funds From Operations (FFO) Attributable to Common Shareholders

As defined by the National Association of Real Estate Investment Trusts (NAREIT), an industry trade group, Funds From Operations (FFO) means net income (loss) computed in accordance with generally accepted accounting principles (GAAP), excluding gains (or losses) from sales of depreciable real estate, plus depreciation and amortization and impairment charges on depreciable real estate. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. We believe that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other real estate investment trusts (REITs). We believe that FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the operating performance of REITs. FFO attributable to common shareholders does not represent an alternative to (i) "Net income" or "Net income attributable to common shareholders" as an indicator of our financial performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends.

Operating FFO Attributable to Common Shareholders

Operating FFO attributable to common shareholders is defined as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events which we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, the financial statement impact of gains or losses associated with the early extinguishment of debt or other liabilities, impairment charges to write down the carrying value of assets other than depreciable real estate, actual or anticipated settlement of litigation involving the Company and executive and realignment separation charges, which are otherwise excluded from our calculation of FFO attributable to common shareholders. We believe that Operating FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the operating performance of REITs. Operating FFO attributable to common shareholders does not represent an alternative to (i) "Net income" or "Net income attributable to common shareholders" as an indicator of our financial performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

39

Non-GAAP Financial Measures & Other Definitions (continued)

Net Operating Income (NOI)

We define Net Operating Income (NOI) as all revenues other than straight-line rental income, amortization of lease inducements, amortization of acquired above and below market lease intangibles and lease termination fee income, less real estate taxes and all operating expenses other than straight-line ground rent expense and amortization of acquired ground lease intangibles, which are non-cash items. NOI consists of Same Store NOI and NOI from Other Investment Properties. We believe that NOI, which is a supplemental non-GAAP financial measure, provides an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use NOI to evaluate our performance on a property-by-property basis because this measure allows management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI does not represent an alternative to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as an indicator of our financial performance. Comparison of our presentation of NOI to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

Same Store NOI and NOI from Other Investment Properties

Same Store NOI for the year ended December 31, 2016 represents NOI from our same store portfolio consisting of 140 retail operating properties acquired or placed in service and stabilized prior to January 1, 2015. NOI from Other Investment Properties for the year ended December 31, 2016 represents NOI primarily from properties acquired during 2015 and 2016, our one remaining office property, three properties where we have begun redevelopment and/or activities in anticipation of future redevelopment, the properties that were sold or held for sale in 2015 and 2016, the net income from our wholly-owned captive insurance company and the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest on April 29, 2016.

Same Store NOI for the year ended December 31, 2015 represents NOI from our same store portfolio consisting of 180 operating properties acquired or placed in service and stabilized prior to January 1, 2014. NOI from Other Investment Properties for the year ended December 31, 2015 represents NOI primarily from properties acquired during 2014 and 2015, our development property, two properties where we have begun activities in anticipation of future redevelopment, one property that was impaired below its debt balance during 2014, the properties that were sold or held for sale in 2014 and 2015 that did not qualify for discontinued operations treatment and the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest during the first quarter of 2014. In addition, the financial results reported in Other Investment Properties for the year ended December 31, 2015 include the net income from our wholly-owned captive insurance company, which was formed on December 1, 2014, and the financial results reported in Other Investment Properties for the year ended December 31, 2014 include the historical intercompany expense elimination related to our former insurance captive unconsolidated joint venture investment, in which we terminated our participation effective December 1, 2014. For the year ended December 31, 2014, the historical captive insurance expense related to our portfolio was recorded in equity in loss of unconsolidated joint ventures, net.

We believe that Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. Same Store NOI and NOI from Other Investment Properties do not represent alternatives to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

NOI from Retail Properties Included in the 2017 Planned Dispositions, NOI from Properties Excluded from the 2017 Planned Dispositions and NOI from Non-Retail Properties Included in the 2017 Planned Dispositions

NOI from retail properties included in the 2017 planned dispositions for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 represents NOI from those retail properties we plan to dispose of during 2017. NOI from properties excluded from the 2017 planned dispositions represents NOI from all remaining properties in each year presented that are not included in 2017 planned dispositions. NOI from non-retail properties included in the 2017 planned dispositions represents NOI from our one remaining office property.

We believe that NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail properties included in the 2017 planned dispositions, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Operating income” or “Net income attributable to common shareholders” in accordance with GAAP. We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail properties included in the 2017 planned dispositions do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indictors of our financial performance. Comparison of our presentation of NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail properties included in the 2017 planned dispositions to similarly titled measures for other REITS may not necessarily be meaningful due to possible differences in definition and application by such REITs.

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Non-GAAP Financial Measures & Other Definitions (continued)

Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure and represents net income attributable to common shareholders before interest, income taxes, depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing performance. We believe that Adjusted EBITDA is useful because it allows investors and management to evaluate and compare our performance from period to period in a meaningful and consistent manner in addition to standard financial measurements under GAAP. Adjusted EBITDA should not be considered an alternative to "Net income attributable to common shareholders" as an indicator of our financial performance. Comparison of our presentation of Adjusted EBITDA to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

Net Debt to Adjusted EBITDA

Net Debt to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) our total notional debt, excluding unamortized premium, discount and capitalized loan fees, less cash and cash equivalents divided by (ii) Adjusted EBITDA for the prior three months, annualized. We believe that this ratio is useful because it provides investors with information regarding our total notional debt net of cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Adjusted EBITDA. Comparison of our presentation of Net Debt to Adjusted EBITDA to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

Unencumbered NOI ratio

Unencumbered NOI ratio is a supplemental non-GAAP financial measure and represents (i) NOI from the unencumbered properties in our portfolio, as defined by the agreement that governs our Unsecured Credit Facility(comprised of the unsecured term loans and unsecured revolving line of credit) in effect at the end of the given period, for the trailing twelve month period, divided by (ii) total NOI, as defined by the agreement thatgoverns our Unsecured Credit Facility in effect at the end of the given period, for the same trailing twelve month period. We believe that this ratio is useful because it allows investors and management to understand andevaluate our progress in unencumbering our portfolio. Unencumbered NOI ratio should not be considered an alternative to “Net income attributable to common shareholders” as an indicator of our financial performance.Comparison of our presentation of Unencumbered NOI ratio to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. For acomplete listing of definitions related to our Unsecured Credit Facility, refer to the Fourth Amended and Restated Credit Agreement filed as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31,2015, filed on February 17, 2016, the Third Amended and Restated Credit Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, dated May 13, 2013, and the Second Amended and Restated Credit Agreementfiled as Exhibit 10.4 to Amendment No. 5 of our Form S-11, dated March 9, 2012.

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Reconciliation of Net Income Attributable to Common Shareholders to Same Store NOI

42

Year Ended December 31,

2016 2015

Net income attributable to common shareholders 157,367$ 115,646$

Adjustments to reconcile to Same Store NOI:

Preferred stock dividends 9,450 9,450

Net income attributable to noncontrolling interest - 528

Gain on sales of investment properties (129,707) (121,792)

Depreciation and amortization 224,430 214,706

Provision for impairment of investment properties 20,376 19,937

General and administrative expenses 44,522 50,657

Gain on extinguishment of debt (13,653) -

Gain on extinguishment of other l iabilities (6,978) -

Interest expense 109,730 138,938

Straight-line rental income, net (4,601) (3,498)

Amortization of acquired above and below market lease intangibles, net (2,991) (3,621)

Amortization of lease inducements 1,033 847

Lease termination fees (3,339) (3,757)

Straight-line ground rent expense 3,253 3,722

Amortization of acquired ground lease intangibles (560) (560)

Other income, net (63) (1,700)

NOI 408,269 419,503

NOI from Other Investment Properties (81,483) (103,832)

Same Store NOI 326,786$ 315,671$

140 same store properties

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

43

Year Ended

December 31,

2016

Net income attributable to common shareholders 157,367$

Depreciation and amortization of depreciable real estate 223,018

Provision for impairment of investment properties 17,369

Gain on sales of depreciable investment properties (129,707)

FFO attributable to common shareholders 268,047$

FFO attributable to common shareholders per common share outstanding 1.13$

FFO attributable to common shareholders 268,047$

Impact on earnings from the early extinguishment of debt, net (7,028)

Provision for hedge ineffectiveness (21)

Provision for impairment of non-depreciable investment property 3,007

Gain on extinguishment of other l iabilities (6,978)

Other 132

Operating FFO attributable to common shareholders 257,159$

Operating FFO attributable to common shareholders per common share outstanding 1.09$

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

44

2016 2015 2014 2013 2012

Net income attributable to common shareholders 157,367$ 115,646$ 33,850$ 4,176$ (710)$

Adjustments to reconcile to Same Store NOI:

Preferred stock dividends 9,450 9,450 9,450 9,450 263

Net income attributable to noncontrolling interest - 528 - - -

Gain on sales of investment properties, net (129,707) (121,792) (42,196) (5,806) (7,843)

Income from discontinued operations - - (507) (50,675) (6,078)

Depreciation and amortization 224,430 214,706 215,966 222,710 208,658

Provision for impairment of investment properties 20,376 19,937 72,203 59,486 1,323

General and administrative expenses 44,522 50,657 34,229 31,533 26,878

Gain on extinguishment of debt (13,653) - - - (3,879)

Gain on extinguishment of other l iabilities (6,978) - (4,258) - -

Equity in loss of unconsolidated joint ventures, net - - 2,088 1,246 6,307

Gain on sale of joint venture interest - - - (17,499) -

Gain on change in control of investment properties - - (24,158) (5,435) -

Interest expense 109,730 138,938 133,835 146,805 171,295

Co-Venture obligation expense - - - - 3,300

Straight-line rental income, net (4,601) (3,498) (4,781) 381 (1,186)

Amortization of acquired above and below market lease intangibles, net (2,991) (3,621) (2,076) (976) (641)

Amortization of lease inducements 1,033 847 707 253 57

Lease termination fees (3,339) (3,757) (2,667) (8,605) (1,225)

Straight-line ground rent expense 3,253 3,722 3,889 3,486 3,251

Amortization of acquired ground lease intangibles (560) (560) (560) (93) -

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

Other income, net (63) (1,700) (5,459) (4,741) (2,251)

NOI 408,269 419,503 419,555 385,696 371,679

NOI from properties excluded from the 2017 planned dispositions (346,484) (356,198) (358,230) (326,899) (314,058)

NOI from non-retail properties, included in the 2017 planned dispositions (8,875) (10,476) (10,476) (10,476) (10,448) NOI from retail properties included in the 2017 planned dispositions 52,910$ 52,829$ 50,849$ 48,321$ 47,173$

Year Ended December 31,

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

45

December 31,

2016

March 31,

2013

Net income (loss) attributable to common shareholders 15,932$ (4,242)$





Provision for impairment of investment properties 9,328 -

Adjusted EBITDA 87,868$ 90,890$

Annualized 351,472$ 363,560$

December 31,

2016

March 31,

2013

Mortgages and notes payable, net 769,184$ 2,022,809$

Unsecured notes payable, net 695,143 -

Unsecured term loans, net 447,598 296,693

Unsecured revolving line of credit 86,000 165,000

Total 1,997,925 2,484,502

Mortgage premium, net of accumulated amortization (1,437) -

Mortgage discount, net of accumulated amortization 622 1,364

Unsecured notes payable discount, net of accumulated amortization 971 -

Capitalized loan fees, net of accumulated amortization 11,314 21,041

Total notional debt 2,009,395 2,506,907

Less: consolidated cash and cash equivalents (53,119) (67,446)

Total net debt 1,956,276$ 2,439,461$

Net Debt to Adjusted EBITDA1 5.6x 6.7x

1 For the calculation, annualized three months ended adjusted EBITDA was used

Three Months Ended

Reconciliation of Net Income Attributable to Common Shareholders to Unencumbered NOI

46

December 31,

2016

March 31,

2013

Net income attributable to common shareholders 157,367$ 11,336$

Adjustments to reconcile to NOI:



Income from discontinued operations - (6,394)


Provision for impairment of investment properties 20,376 1,323

General and administrative expenses 44,522 30,012

Gain on extinguishment of debt (13,653) -

Gain on extinguishment of other l iabilities (6,978) -

Equity in loss of unconsolidated joint ventures, net - 4,390


Co-venture obligation expense - 397

Straight-line rental income, net (4,601) (187)

Amortization of acquired above and below market lease intangibles, net (2,991) (383)

Amortization of lease inducements 1,033 125

Lease termination fees (3,339) (1,225)

Straight-line ground rent expense 3,253 3,242

Amortization of acquired ground lease intangibles (560) -

Recognized gain on marketable securities - (25,840)

Other income, net (63) (5,987)

NOI 408,269 371,639

Adjustments to reconcile to definition of NOI within the unsecured credit agreement in effect at the end of the period 1 (20,719) 32,211

NOI, as defined within the unsecured credit agreement in effect at the end of the period 387,550 403,850

Encumbered NOI (133,200) (277,605)

Unencumbered NOI 254,350$ 126,245$

Unencumbered NOI ratio 65.6% 31.3%

TTM

1 Includes, where applicable, the impact of discontinued operations, corporate eliminations and allocations, lease termination fees and the management fee

assumption as defined in the unsecured credit agreement

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

47

December 31,

2016

March 31,

2013

Mortgages and notes payable, net 769,184$ 2,022,809$

Discount, net of accumulated amortization 622 1,364

Capitalized loan fees, net of accumulated amortization, including amounts associated

with investment properties held for sale 5,026 17,734

Premium, net of accumulated amortization (1,437) -

Notional secured debt 773,395 2,041,907

Total assets 4,452,973 5,085,610

Accumulated depreciation 1,443,333 1,315,681

Accumulated depreciation associated with investment properties held for sale 15,769 -

Total assets excluding the effect of accumulated depreciation 5,912,075$ 6,401,291$

Secured Debt to Total Assets 13.1% 31.9%

Non-GAAP Guidance Reconciliation – Operating FFO Guidance

48

Low High

Net income attributable to common shareholders 1.15$ 1.20$

Depreciation and amortization of depreciable real estate 0.88 0.88

Gain on sales of depreciable investment properties (1.35) (1.35)

FFO attributable to common shareholders 0.68$ 0.73$

Impact on earnings from the early extinguishment of debt, net 0.30 0.30

Preferred stock redemption in excess of carrying value 0.02 0.02

Operating FFO attributable to common shareholders 1.00$ 1.05$

Per Share Guidance Range

Full Year 2017

fourth quarter 2016 update

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