8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2013

RETAIL PROPERTIES OF AMERICA, INC.

(exact name of registrant as specified in charter)

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

2021 Spring Road, Suite 200, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 634-4200

Not Applicable

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

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

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Retail Properties of America, Inc. (the “Company”) first used the material attached hereto as Exhibit 99.1 on June 27, 2013 as part of the Company’s investor relations program. A copy of this material is being posted on the Company’s website, www.rpai.com.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits are included with this Report:

99.1 Presentation Materials of Retail Properties of America, Inc.

SIGNATURES

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

	RETAIL PROPERTIES OF AMERICA, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
Date: June 27, 2013		Executive Vice President, General Counsel and Secretary

EX-99.1

Investor and

Analyst Day

June 27, 2013

Exhibit 99.1

Disclaimer

general

economic,

business

and

financial

conditions,

and

changes

in

our

industry

and

changes

in

the

real

estate

markets

in

particular;

adverse economic and other developments in the Dallas-Fort Worth-Arlington area, where we have a high concentration of properties; 

general

volatility

of

the

capital

and

credit

markets

and

the

demand

for

and

market

price

of

our

Class

A

common

stock;

changes in our business strategy; 

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; 

increased interest rates or operating costs; 

declining real estate valuations and impairment charges; 

availability, terms and deployment of capital; 

our failure to obtain necessary outside financing; 

our expected leverage; 

decreased rental rates or increased vacancy rates; 

our

failure

to

generate

sufficient

cash

flows

to

service

our

outstanding

indebtedness;

difficulties in identifying properties to acquire and completing acquisitions; 

risks of real estate acquisitions, dispositions and redevelopment, including the cost of construction delays and cost overruns; 

our failure to successfully operate acquired properties;

our projected operating results; 

our ability to manage our growth effectively; 

estimates relating to our ability to make distributions to our shareholders in the future;

impact of changes in governmental regulations, tax law and rates and similar matters; 

our failure to qualify as a REIT; 

future terrorist attacks in the U.S.; 

environmental uncertainties and risks related to natural disasters; 

lack or insufficient amounts of insurance; 

availability of and our ability to attract and retain qualified personnel; 

retention of our senior management team; 

changes

in

real

estate

and

zoning

laws

and

increases

in

real

property

tax

rates;

our ability to comply with the laws, rules and regulations applicable to companies; and

other

risk

factors,

including

those

detailed

in

the

sections

of

our

most

recent

Form

10-K

and

Form

10-Q

filed

with

the

SEC

titled

“Risk

Factors.”

You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly

release any revisions to such forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by applicable law.

All

information

presented

on

a

consolidated

basis

and

as

of

March

31,

2013,

unless

otherwise

noted.

Included

in

the

consolidated

operating

information

presented

are

the

five

properties

RPAI

expects

to

acquire

from

the

RioCan unconsolidated joint venture on October 1, 2013.

All

demographic

information

is

sourced

from

The

Nielsen

Company,

unless

otherwise

noted.

2

This presentation contains “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the

Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). In particular, statements pertaining to our capital resources, portfolio size, quality

and performance, acquisitions, dispositions, dividend policy and results of operations contain forward-looking statements. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as

predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events

described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,

“intends,” “plans,” “pro forma,” “estimates,” “focus,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking

statements by discussions of strategies, plans or intentions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking

statements:

Agenda

3

Welcome and Introduction

–

Mike Fitzmaurice, Vice President -

Finance

RPAI Overview and Strategy

–

Steve Grimes, Chief Executive Officer

Target Market Approach

–

Shane Garrison, Chief Operating Officer and Chief

Investment Officer

Balance Sheet Strategy

–

Angela Aman, Chief Financial Officer and Treasurer

RPAI Overview and

Strategy

Steve Grimes

Accomplishments Since IPO

5

Portfolio

Repositioning

Balance Sheet

Improvements

Operating Platform

Enhancements

Aon Hewitt lease renewal & sale

$148 million

Cost Plus Distribution Center sale

$63 Million

Mervyns portfolio lease-up and

sales

$137 Million

Net Debt / Adjusted EBITDA 6.7x,

down from 8.2x as of 12/31/11

Substantial growth in

unencumbered asset base

Access to multiple

forms of capital

New corporate headquarters

Migration of IT and

HR platforms

Renewed focus on culture

and talent development

Successful Execution of Strategic Plan

Execution Has Been Rewarded with Strong

Performance

6

Total Shareholder Return Since IPO%

1

1

Based upon closing price on April 5, 2012 through June 25, 2013

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

13.0%

33.5%

43.1%

79.0%

72.8%

5.0%

5.0%

7.7%

16.4%

11.3%

Apr-12

Jun-12

Sep-12

Dec-12

Mar-13

Jun-13

Strategic Goals

7

Portfolio refinement

–

To continue to refocus our asset base on high quality, multi-tenant

retail assets in strategic markets for RPAI

NOI growth

–

To improve economic occupancy to 95% by 2015

–

To create, through the portfolio refinement process, an asset base

capable of generating consistent same store NOI growth of 2.0-2.5% in

a stabilized occupancy environment

Balance

sheet progress

–

To continue to prudently manage our balance sheet in order to reduce

our cost of capital and achieve an investment grade credit rating

Operating

portfolio enhancements

–

To build a best-in-class operating platform through an intense focus

on talent development and the innovative use of technology and

systems

Multi-Tenant Retail Portfolio

8

58% of the portfolio is located in the top 30

MSAs and 69% of the portfolio is located in the

top 50 MSAs

Anticipate selling nine consolidated multi-

tenant retail properties in 2013 with gross

proceeds of approximately $200 million

–

Six of the nine properties are located in MSAs

outside of the top 30

–

Average 3-mile population of 60,716 is 23%

below our portfolio average

National Platform

Annualized

Base

Rent

(ABR)

More than 5% of ABR

2–5% of ABR

Less than 2% ABR

Well-Balanced Asset Mix (% of ABR)

2013 Disposition Activity

Significant Presence in Top MSAs

Top 5 RPAI Markets

MSA

% of ABR

Dallas

16.3%

Baltimore

5.1%

Atlanta

3.8%

Chicago

3.6%

Washington DC

3.4%

Lifestyle Centers 16%

Power Centers 44%

Neighborhood/

Community Centers

40%

Multi-Tenant Retail Portfolio (continued)

9

Strong Demographics

Compelling Asset Quality

Seven assets with an average owned GLA per asset

of 469,000 square feet

–

Five assets are anchored or shadow-

anchored

by

a

more

traditional

power

or

grocery anchor

Average inline sales productivity of approximately

$425 per square foot

Low occupancy cost of approximately 9%

Lifestyle

Centers

16% of ABR

65 assets with an average owned gross leasable

area (“GLA”) per asset of 242,000 square feet

Strong occupancy trends, with a leased rate of

93.8%

38 assets are anchored or shadow-anchored

by Target

Power

Centers

44% of ABR

102 assets with an average owned GLA per asset

of 124,000 square feet

Average grocer sales of approximately $500 per

square foot

Well balanced mix of anchor and inline GLA, with

only one-third of portfolio comprised of small

shop space

Neighborhood

& Community

Centers

40% of ABR

Average 5-mile demographics:

Household income: $102,835

Population: 167,253

Estimated population growth: 6.0% over the

next five years

Average 5-mile demographics:

Household income: $76,029

Population: 159,769

Estimated population growth: 4.5% over the

next five years

Average 3-mile demographics:

Household income: $73,827

Population: 94,973

Estimated population growth: 4.9% over the

next five years

1

2

Represents all Target locations in consolidated retail portfolio, including the five properties RPAI expects to acquire from the RioCan unconsolidated joint venture on October 1, 2013

Represents all grocers in consolidated retail portfolio, including the five properties RPAI expects to acquire from the RioCan unconsolidated joint venture on October 1, 2013 

2

1

High Quality Portfolio

10

Northgate North

Seattle, Washington

Shops at Legacy

Plano, Texas

Paradise Valley Marketplace

Phoenix, Arizona

Southlake Town Square

Southlake, Texas

High Quality Portfolio

11

Fullerton Metrocenter

Fullerton, California

Commons at Temecula

Temecula, California

Lincoln Park

Dallas, Texas

Paradise Shoppes of Warner Robins

Kathleen, Georgia

High Quality Portfolio

12

Ashland and Roosevelt

Chicago, Illinois

Eastwood Towne Center

Lansing, Michigan

Jefferson Commons

Newport News, Virginia

Azalea Square

Summerville, South Carolina

Our Repositioning Objective

13

To become the dominant shopping center

owner in 10-15 target markets, owning

3-5 million square feet in each market.

Repositioning Rationale

14

At our scale we are large enough to be relevant

to our retailer partners

–

We have an open dialogue with national retailers

regarding store opening and expansion plans

–

We have a seat at the table in times of distress

We believe that the path to maximizing same

store NOI performance lies in optimizing our local

and regional operating platforms

–

Provides for the best understanding of local market

trends and dynamics, enhancing our ability to drive

revenue

–

Allows us to more actively manage the leasing of

small shop, higher ABR space

Near-term goals

–

Dispositions

•

2013 is expected to be our last year as a net seller

•

We anticipate selling approximately nine consolidated multi-

tenant retail assets this year, exiting four markets including

Davenport, IA, Warner Robins, GA, Sarasota, FL, and Boston, MA

–

Acquisitions

•

We

are

looking

to

source

high

quality

acquisition

opportunities,

in

our target markets, with good long-term growth potential

•

Unencumbered acquisition activity will also advance our goal of

becoming investment grade rated

•

While the RioCan transaction will allow us to reach the low end of

our acquisition guidance range, we continue to pursue strategic

acquisition opportunities, some of which may be realized this year

Execution Plan

15

Intermediate to long-term goals

Execution Plan (continued)

16

–

Acquisitions

•

Substantially all proceeds from disposition activity

beyond 2013 will be redeployed into acquisitions

–

Dispositions

•

Going forward, we will continue to dispose of assets

outside of our target markets

•

Over the next three years, we can realistically exit as

many as 10 states and 40 MSAs, improving portfolio

concentration, demographics, and long-term growth

potential

Optimizing the Platform

Today

17

26 Assets

6.2 million sq.ft.

16 markets

78% of ABR in

Top 50 MSAs

Regional offices

Top 5 RPAI MSAs:

32% of ABR

Top 30 MSAs:

58% of ABR

Top 50 MSAs:

69% of ABR

69% of RPAI ABR: Average 3-mile

Household Income of $87k and

Population 92k

WEST

50 Assets

9.9 million sq.ft.

25 markets

56% of ABR in

Top 50 MSAs

NORTH

55 Assets

8.4 million sq.ft.

31 markets

60% of ABR in

Top 50 MSAs

EAST

43 Assets

7.2 million sq.ft.

10 markets

87% of ABR in

Top 50 MSAs

SOUTH

Note: Represents consolidated multi-tenant retail portfolio as of 3/31/2013, including the five properties RPAI expects to acquire from the RioCan unconsolidated joint venture on October 1, 2013

Optimizing the Platform

Year-end 2016

18

WEST

NORTH

EAST

SOUTH

Note: Represents consolidated multi-tenant retail portfolio, including the five properties RPAI expects to acquire from the RioCan unconsolidated joint venture on October 1, 2013.

Assumes no additional acquisition activity

Exited State

Target Market Characteristics

19

Well-diversified local economy

Strong demographic profile

–

Significant long-term population growth or above-average

existing density

–

Low relative cost-of-living

–

Highly-educated employment base

Fiscal and regulatory environment conducive to

business activity and growth

Strong barriers to entry, whether topographical,

regulatory, or density driven

Ability to create critical mass and realize operational

efficiencies

Target Market

Approach

Shane Garrison

Texas

Positive economic outlook

–

Substantial net migration of working-age households,

with expected population growth of over 9% in the

next five years

–

Rising, though still very affordable, housing market

–

Low cost-of-living with no state income tax

–

Dynamic, well-educated employment base

–

Unemployment rate below the national average

–

Positive small business climate as measured by the

Small Business Survival Index (state ranked #3 in 2012)

21

Four of our 10-15 target markets are in Texas, representing

22% of our ABR today

Constructive business environment

Target Market Approach

22

Seattle

1.0 million sq.ft.

Atlanta

1.4 million sq.ft.

Phoenix

0.8 million sq.ft.

Dallas, Houston,

Austin and San

Antonio

6.0 million sq.ft.

Chicago

0.9 million sq.ft.

Baltimore/

Washington DC

2.4 million sq.ft.

New York City/

Long Island

0.4 million sq.ft.

Improved Demographic Profile

23

Demographics

Radius

Average

household

income

Average

population

Est. population

growth over next

five years

3-mile

$79,694

78,387

4.9%

5-mile

$79,661

185,868

4.8%

Target Market Portfolio

3/31/2013

2

Multi-Tenant Retail Portfolio 

3/31/2013

1

$403 million in ABR

69% of ABR located in Top 50 MSAs

$180 million in ABR

100% of ABR located in Top 50 MSAs

Demographics

Radius

Average

household

income

Average

population

Est. population

growth over next

five years

3-mile

$95,957

92,365

6.5%

5-mile

$94,755

229,001

6.5%

2012 same store NOI growth of 1.8%

2012 same store NOI growth of 4.8%

1

Represents consolidated multi-tenant retail portfolio as of 3/31/2013, including the five properties RPAI expects to acquire from the RioCan unconsolidated venture on October 1, 2013

2

Represents consolidated multi-tenant retail portfolio within our target markets, as of 3/31/2013, including the five properties RPAI expects to acquire from the RioCan unconsolidated venture

on October 1, 2013

Long-Term Disposition Profile

24

Over the next decade, we plan to opportunistically sell assets outside of our

target markets

We will be patient and prudent with respect to execution, considering both the

strategic direction of the asset and the market, as well as the potential cost

associated with the early extinguishment of debt

Based on the strong asset quality of the long-term disposition pool, we believe

we will be able to minimize the dilution typically associated with portfolio

recycling efforts

–

45% of the ABR is located in top 50 MSAs with strong 3-mile demographics

–

55% of the ABR is generated by highly occupied, well-performing assets

located in smaller markets

MSAs include Los Angeles, Philadelphia,

Miami and Boston

3-mile average population of 91,000 and  

3-mile average household income of

$72,000

45% of the ABR is located in 

Top 50 MSAs

3/31/13 economic occupancy of 92.8% and

leased rate of 94.8%

With an average of just over one asset per

MSA, we can quickly reduce our geographic

footprint through dispositions of this

portion of the portfolio

55% of the ABR is located outside of 

Top 50 MSAs

Dallas Portfolio

25

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

19

4.0 million

16.3%

$18.99

Future Market Trends

1

Per REIS

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

160 basis points with new supply increasing 3.5% or 3.0

million square feet, significantly below the market’s

population growth rate

Well-diversified local economy

-

Sixth largest MSA based on GDP, with the top 5

industries contributing only 42% of GDP

compared to 53% for the US on average

-

Home of 19 Fortune 500 companies including

Exxon Mobil, AT&T and Southwest Airlines

Strong demographic profile

-

8.8% projected population growth over the next

five years versus 3.9% for the US on average

-

Low relative cost-of-living at 92% of the US

average with the median home price also below

the US average

-

No state income tax

Fiscal and regulatory environment conducive to

business activity and growth

-

Unemployment rate of 6.0% remains well below

the US average

-

Texas ranks very favorably on the Small

Business Survival Index (#3), boding well for

small shop tenants 

Southlake Town Square

Lifestyle Center –

Southlake, Texas

26

One of the largest unanchored specialty retail centers in

the United States, with over 840,000 square feet of GLA

The “best of the best”

retailers including Apple,

Anthropologie, Michael Kors and Coach

Sales of approximately $600 PSF with occupancy costs of

7% and NOI of $18 million

Primary trade area extends 20 miles, serving 2.2 million

customers that can reach the property in less than 30

minutes

Property Highlights

Radius

Average

household

income

Population

Est. pop.

growth over

next five years

3-mile

$157,207

56,293

6.3%

5-mile

$150,789

115,860

7.8%

Demographics

Southlake Town Square

Site Plan

27

Well-diversified local economy

-

Fifth largest MSA based on GDP, with the top 5 industries 

contributing only 45% of GDP compared to 53% for the US

on average

-

Diverse employment base in energy, aeronautical and

technology sectors, with 24 Fortune 500 companies

including Phillips, Sysco and Halliburton

-

Home of the busiest port in the United States (Port of

Houston), contributing over one million jobs throughout

the state and generating more than $175 billion in

statewide economic impact

-

Home to the Texas Medical Center, which employs over

100,000 people

Strong demographic profile

-

9.2% projected population growth over the next five years

versus 3.9% for the US on average

-

Low relative cost-of-living at 92% of the US average with

the median home price also below the US average

-

No state income tax

Fiscal and regulatory environment conducive to business

activity and growth

-

Unemployment rate of 5.9% remains well below the US

average

-

Texas ranks very favorably on the Small Business Survival

Index (#3), boding well for small shop tenants 

Houston Portfolio

28

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

9

1.1 million

3.4%

$13.16

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

180 basis points with new supply increasing 4.3% or 3.6

million square feet, significantly below the market’s

population growth rate

1

Per REIS

Sawyer Heights

Power Center –

Houston, Texas

29

Features a solid mix of national and local

retailers, with a strong restaurant

component

Located within five minutes of the

Houston Central Business District and

Midtown, with a daytime population

exceeding 220,000

325 loft apartments on site, with 96%

occupancy

Property Highlights

Demographics

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$88,364

168,335

6.6%

5-mile

$83,810

386,936

5.4%

Sawyer Heights

Site Plan

30

Paradise Shoppes of Warner

Robins

Southlake Town Center

San Antonio Portfolio

31

Well-diversified local economy

-

38

th

largest

MSA

based

on

GDP

-

Home to five Fortune 500 companies

including Valero, USAA and Clear Channel

-

9.2% projected population growth over the

next five years versus 3.9% for the US on

average

-

Low relative cost-of-living at 96% of the US

average with the median home price also

below the US average 

-

No state income tax

Fiscal and regulatory environment conducive to

business activity and growth

-

Unemployment rate of 5.9% remains well

below the US average

-

Texas ranks very favorably on the Small

Business Survival Index (#3), boding well for

small shop tenants 

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

4

0.7 million

1.8%

$12.37

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

180 basis points with new supply increasing 3.5% or 1.0

million square feet, significantly below the market’s

population growth rate

1

Per REIS

Strong demographic profile

La Plaza Del Norte

Power Center –

San Antonio, Texas

32

Located in a dynamic shopping

district in San Antonio across from

North Star Mall

Anchored by Best Buy, Sports

Authority and Ross Dress For Less

Surrounded by dense suburban

residential neighborhoods

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$61,691

101,187

5.2%

5-mile

$68,559

314,349

5.3%

Demographics

La Plaza del Norte

Site Plan

33

Austin Portfolio

34

Well-diversified local economy

-

35

th

largest

MSA

based

on

GDP

-

Major hub for the tech, pharmaceutical and

biotechnology industries a strong presence

Strong demographic profile

-

11.9% projected population growth over the next

five years versus 3.9% for the US on average

-

Low relative cost-of-living at 95% of the US

average

-

No state income tax

-

38% of the population has at least a bachelor’s

degree, significantly above the national average

Fiscal and regulatory environment conducive to

business activity and growth

-

Unemployment rate of 5.1% remains well below

the US average

-

Texas ranks very favorably on the Small Business

Survival Index (#3), boding well for small shop

tenants 

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

3

0.2 million

0.6%

$16.22

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to decrease

60 basis points with new supply increasing 7.6% or 1.5

million square feet, significantly below the market’s

population growth rate

1

Per REIS

Shops at Forest Commons

Neighborhood Center –

Round Rock, Texas

35

Neighborhood center anchored by

strong regional grocer, HEB, with

an excellent mix of inline retailers

Significant in-place trade area

density will be further enhanced by

substantial population growth

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$86,372

77,603

16.9%

5-mile

$77,036

182,892

15.6%

Demographics

Shops at Forest Commons

Site Plan

36

Paradise Shoppes of Warner

Robins

Southlake Town Center

Seattle Portfolio

37

Well-diversified local economy

-

12    largest MSA based on GDP

-

Home of eight Fortune 500 companies including

Costco, Microsoft and Amazon

Strong demographic profile

-

5.2% projected population growth over the next

five years versus 3.9% for the US on average

-

37% of the population has at least a bachelor’s

degree, significantly above the national average

Fiscal and regulatory environment conducive to

business activity and growth

-

Unemployment rate of 5.2% remains well below

the US average

-

Washington state ranks very favorably on the

Small Business Survival Index (#6), boding well

for small shop tenants 

-

Region is geographically constrained, creating

considerable barriers to entry

-

Significant entitlement and zoning barriers

Property

Count

Gross

Leasable

Area

% of Multi-

tenant Retail

ABR

ABR PSF

3

1.0 million

2.6%

$13.20

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

140 basis points with new supply increasing 5.3% or 1.4

million square feet

1

Per REIS

th

High barriers to entry

Northgate North

Power Center –

Seattle, Washington

38

Infill vertical power center anchored

by Target, Best Buy, Sports

Authority and Ross

Across Northgate Way from regional

draw, Northgate Mall

Surrounded by dense, affluent

residential neighborhoods

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$86,268

182,072

5.5%

5-mile

$91,251

379,410

5.5%

Demographics

Northgate North

Site Plan

39

Phoenix Portfolio

40

Well-diversified local economy

18th largest MSA based on GDP

Home of six Fortune 500 companies

including Avnet, US Airways and PetSmart

Strong demographic profile

8.4% projected population growth over the

next five years versus 3.9% for the US on

average

Median home price below the US average 

Home of Arizona State University with

enrollment of approximately 70,000

students

Fiscal and regulatory environment conducive to

business activity and growth

Unemployment rate of 6.6% remains below

the US average

Arizona ranks very favorably on the Small

Business Survival Index (#10), boding well for

small shop tenants 

Property

Count

Gross

Leasable

Area

% of Multi-

tenant Retail

ABR

ABR PSF

4

0.8 million

2.5%

$15.79

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

270 basis points with new supply increasing 3.6% or 2.5

million square feet, significantly below the market’s

population growth rate

1

Per REIS

Attractive community center

surrounded by affluent

neighborhoods

Anchored by Whole Foods

Market and Trader Joe’s, with

many additional service and

restaurant uses

Paradise Valley Marketplace

Community Center –

Phoenix, Arizona

41

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$83,942

72,066

0.4%

5-mile

$80,166

197,996

0.9%

Demographics

Paradise Valley Marketplace

Site Plan

42

Paradise Shoppes of Warner

Robins

Southlake Town Center

Atlanta Portfolio

43

Well-diversified local economy

10

th

largest MSA based on GDP

Home of 15 Fortune 500 companies including Home

Depot, UPS and Coca-Cola

Strong demographic profile

7.9%

projected

population

growth

over

the

next

five

years

versus

3.9%

for

the

US

on

average

Low relative cost-of-living at 96% of the US average

due in large part to the affordability of housing

34% of the population has at least a bachelor’s

degree, significantly above the national average

Fiscal and regulatory environment conducive to

business activity and growth

Cost of doing business is 96% of the US average

Georgia ranks favorably on the Small Business

Survival Index (#21), boding well for small shop

tenants 

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

9

1.4 million

3.8%

$11.47

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

250 basis points with new supply increasing 3.3% or 2.7

million square feet, significantly below the market’s

population growth rate

1

Per REIS

Dominant power center with an

impressive mix of retail tenants

including Target, Ross, Marshalls,

Bed Bath & Beyond and Home Depot

Average daily traffic count of over

165,000 cars per day

Located in Henry County, one of the

fastest growing counties in the

United States

Henry Town Center

Power Center –

McDonough, Georgia

44

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$70,557

26,367

5.1%

5-mile

$63,498

78,014

6.1%

Demographics

Henry Town Center

Site Plan

45

Paradise Shoppes of Warner

Robins

Southlake Town Center

Baltimore/Washington D.C. Portfolio

46

Well-diversified local economy

19

th

(Baltimore) and 4

th

(D.C.) largest MSAs

based on GDP, with the top 5 industries

contributing only 42% of the GDP compared to

53% for the US on average

Home of 18 Fortune 500 companies including

Capital One, Marriott International and

Lockheed Martin

Strong demographic profile

4.8% projected population growth over the next

five years versus 3.9% for the US on average

43% of the population has at least a bachelor’s

degree, significantly above the national average

Home to many top universities including

Georgetown, George Washington, and Johns

Hopkins

Fiscal and regulatory environment conducive to

business activity and growth

Unemployment rate of 5.9% remains well below

the US average

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

8

2.4 million

8.5%

$15.77

Future

Market

Trends

-

Baltimore

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

210 basis points with new supply increasing 4.3% or 1.5

million square feet, below the market’s population growth

rate

1

Per REIS

Gateway Village

Community Center –

Annapolis, Maryland

47

Infill community center with tier

one tenants including Safeway,

Best Buy, and PetSmart

Significant zoning and

topographical barriers

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$120,193

40,331

6.5%

5-mile

$120,116

104,255

4.4%

Demographics

Gateway Village

Site Plan

48

Chicago Portfolio

49

Well-diversified local economy

-

3rd largest MSA based on GDP

-

Home of 29 Fortune 500 companies including

Boeing, Walgreens and McDonalds

Strong demographic profile

-

High-density market, with a population of

approximately 10 million in the MSA

-

33% of the population has at least a bachelor’s

degree, significantly above the national average

-

Home of several higher education institutions

including the University of Chicago and

Northwestern University

Fiscal and regulatory environment conducive to

business activity and growth

-

Ranked one of the most cost-effective cities in the

world for doing business (2012 KPMG study)

-

Centrally located, with 1,400 daily airport

departures to more than 200 cities worldwide,

and serves as a hub for six of the nation's seven

Class I North American railroads, as well as six

major US interstates

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

5

0.9 million

3.6%

$17.44

Future Market Trends

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

150 basis points with new supply increasing 2.9% or 3.0

million square feet

1

Per REIS

The Brickyard

Community Center –

Chicago, Illinois

50

Includes a strong mix of grocery and

general merchandise tenants

including Jewel/Osco, Target,

Lowes, Marshalls and Pier 1 Imports,

with additional restaurant and

service uses

High-density, infill location with

population approaching 1 million

within a 5-mile radius

Property Highlights

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$64,456

367,974

0.3%

5-mile

$62,043

925,883

0.2%

Demographics

The Brickyard

Site Plan

51

New

York/Long

Island

Portfolio

52

Well-diversified local economy

Largest MSA in the US based on GDP

Home to 84 Fortune 500 companies

including General Electric, Verizon, JP

Morgan Chase, IBM and Citigroup

Strong demographic profile

Most densely populated major metropolitan

area in the US with a population of

approximately 19 million in the MSA

36% of the population has at least a

bachelor’s degree, significantly above the

national average

Home of several higher education

institutions including NYU, Columbia

University and Fordham University

High barriers to entry

Favorable topography prevents significant 

additional development

Property

Count

Gross

Leasable

Area

% of Multi-

tenant

Retail ABR

ABR PSF

3

0.4 million

1.5%

$17.66

Market Characteristics

RPAI Exposure

Over the next five years, occupancy is expected to increase

40 basis points with new supply increasing 4.1% or 1.9

million square feet

1

Per REIS

Future

Market

Trends

–

Northern

NJ,

Long

Island

Gardiner

Manor

Mall

1

Power Center –

Bay Shore, New York

53

Property Highlights

Demographics

Power center anchored by Target

and King Kullen

Major tenants include Modell’s, Old

Navy, Staples, Barnes & Noble,

Michaels and HomeGoods

Surrounded by dense residential

neighborhoods

Radius

Average

household

income

Population

Est. pop. growth

over next five

years

3-mile

$98,688

113,518

0.1%

5-mile

$97,501

285,798

0.9%

1

Asset owned by our MS Inland unconsolidated joint venture

54

Paradise Shoppes of Warner

Robins

Southlake Town Center

Gardiner Manor Mall

Site Plan

Acquisition Criteria

55

We are focused on unlevered risk-adjusted returns

Opportunities will be evaluated within the context of

our strategic plan

–

Unique adjacencies to existing assets and overall

enhancement to our operating platform will be key

considerations

–

We will remain agnostic to multi-tenant retail property type

(power,  grocery-anchored, or lifestyle)

–

We have bid on over $350 million of potential transactions,

which we are actively pursuing 

Over the last several months, we have evaluated over

$1.2 billion of potential transactions, comprised of 24

individual assets

Balance Sheet Strategy

Angela Aman

Solid Track Record of Balance Sheet Execution

57

ATM Program

Established a $200

million at-the-market

equity program

Credit Facility

Recast credit facility

from secured to

unsecured and

upsized to $650

million

Feb 2012

Preferred Equity

Closed inaugural 7%

preferred equity offering in

December 2012 and repaid

mezzanine loans with interest

rates of 12% and 14%

Initial Public

Offering

Raised $293 million

of gross proceeds

Mar 2013

May 2013

Apr 2012

Dec 2012

Dispositions

During 2012, we sold 36 non-

core and non-strategic

properties for gross proceeds

of $492 million

Leverage

Reduced net debt to

adjusted EBITDA ratio

from 8.2x in 4Q 2011 to

6.7x in 1Q 2013

Credit Facility

Upsized credit facility

to $1 billion,

improved pricing, and

extended maturity by

two years

Significant Improvement in Credit Metrics

58

Leverage

Ratio

1

Net Debt / Adjusted EBITDA

Secured

Debt

/

Gross

Assets

2

Fixed

Charge

Coverage

1

8.2x

8.3x

7.6x

7.3x

6.6x

6.7x

6.0x

6.5x

7.0x

7.5x

8.0x

8.5x

9.0x

Q4'11

Q1'12

Q2'12

Q3'12

Q4'12

Q1'13

58.1%

57.4%

52.8%

51.5%

47.1%

45.5%

44.0%

47.0%

50.0%

53.0%

56.0%

59.0%

Q4'11

Q1'12

Q2'12

Q3'12

Q4'12

Q1'13

54.0%

44.1%

42.1%

38.6%

37.1%

34.3%

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

Q4'11

Q1'12

Q2'12

Q3'12

Q4'12

Q1'13

1.55x

1.60x

1.70x

1.73x

1.87x

1.87x

1.50x

1.60x

1.70x

1.80x

1.90x

2.00x

Q4'11

Q1'12

Q2'12

Q3'12

Q4'12

Q1'13

   Chart included solely to show historical compliance with covenant requirements of our unsecured credit facility and should not be viewed as a measure of our historical or future financial

   performance, financial position or cash flow

   Gross Assets is defined as Total Investment Properties excluding the effect of accumulated depreciation

2

1

Investment Grade Migration

Publicly committed to the goal of becoming an investment grade

rated company in April 2012

In addition to improving our overall cost of capital, investment

grade migration will:

Improve operational efficiency by eliminating lender approval process

on unencumbered assets and streamlining compliance procedures

Assist with portfolio repositioning efforts

Provide for more efficient management of cash balances

Key hurdles (assuming no additional acquisition activity):

Continue to grow unencumbered NOI; expect to exceed 50%

unencumbered NOI by mid-2015

Reduce secured debt levels; anticipate secured debt to gross assets

will be less than 30% by early 2014

Increase fixed charge coverage ratio; expect to exceed 2.0x by early

2014

59

60

Mortgage Maturity Profile

We expect to unencumber substantially all mortgage maturities over

the next three years using proceeds from our disposition program,

our credit facility and future capital markets transactions

We are proactively managing the balance sheet by bringing forward

longer-dated, higher cost mortgage maturities, where we can do so

in an economically efficient manner

$204.9

$188.2

$452.0

$37.8

$285.6

$873.4

$419.1

$97.7

$463.9

$27.6

$284.2

$749.4

$0

$200

$400

$600

$800

$1,000

2013

2014

2015

2016

2017

Thereafter

Stated Mortgage Maturities

Total Anticipated Mortgage Repayments

Anticipated Mortgage Repayments

2013-2015

61

Number of

Properties

Scheduled

Maturity Date

Weighted

Average

Interest Rate

Anticipated Payoff

2013 Scheduled Maturities

8

2013

5.73%

$204.6 million

1

Prepayments

11

2014 & 2034

7.07%

$190.5 million

2

Prepayments with Yield Maintenance

3

2015

6.39%

$24.0 million

3

Total  2013 Repayments

6.38%

$419.1 million

2014 Scheduled Maturities

5

2014

4.83%

$55.2 million

Prepayments

2

2015 & 2034

5.69%

$17.1 million

Prepayments with Defeasance

4

2019

7.50%

$25.4 million

4

Total 2014 Repayments

5.67%

$97.7 million

2015 Scheduled Maturities

63

2015

5.75%

$423.0 million

Prepayments

3

2016; 2020; 2026

6.85%

$40.9 million

Total 2015 Repayments

5.85%

$463.9 million

Total Repayments

6.06%

$980.7 million

1

Excludes $8.1 million of accrued but unpaid interest

2

Excludes $5.3 million of accrued but unpaid interest

3

Excludes estimate for yield maintenance of approximately $2.8 million

4

Excludes estimate for defeasance of approximately $6.8 million

Capital Structure Positioned for Growth

62

During the second quarter of 2013, we increased our financial capacity by $434 million

through the $350 million expansion of our credit facility and the issuance of $84 million

in common equity through our ATM program

1

These transactions have significantly mitigated the execution risk associated with our

planned investment grade migration and have positioned us well for growth

$452 million

Issued $84 million

under the ATM

Cash

Estimated 2013

net disposition

proceeds

1

Common equity issued during

the second quarter was at an

average share price of $15.30

ATM proceeds

$185

$350

$535

$67

$67

$200

$200

$84

$84

$-

$200

$400

$600

$800

$1,000

3/31/13                 

Liquidity

Q2 Capital             

transactions

Pro forma             

liquidity

$886 million

Upsized credit

facility by $350

million

Line of credit

availability

Appendix

Non-GAAP Reconciliations

63

Non-GAAP Financial Measures and Other

Definitions

64

Net Operating Income (NOI)

Same Store NOI and NOI from Other Investment Properties

Adjusted EBITDA

Net Debt to Adjusted EBITDA

We define Net Operating Income (NOI) as operating revenues (rental income, tenant recovery income, other property income, excluding straight-line rental income,

amortization of lease inducements and amortization of acquired above and below market lease intangibles) less property operating expenses (real estate tax expense and

property operating expense, excluding straight-line ground rent expense and straight-line bad debt expense). We believe that NOI is a useful measure of our operating

performance. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that NOI provides

an operating perspective not immediately apparent from GAAP operating income or net (loss) income attributable to common shareholders. 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, which vary by property, have on our operating results. However, this measure should only be used as an alternative measure of our financial performance.

Same Store NOI represents NOI from our same store portfolio consisting of 239 operating properties acquired or placed in service prior to January 1, 2011, except for the

three operating properties that were classified as held for sale as of December 31, 2012, which are accounted for as discontinued operations. NOI from Other Investment

Properties represents NOI primarily from our development properties, two additional phases of existing properties acquired during the third quarter of 2011, two non-

stabilized operating properties and one property that was partially sold to our RioCan joint venture during the third quarter of 2011, which did not qualify for discontinued

operations accounting treatment. In addition, we have included University Square in “Other investment properties” due to the uncertainty of the timing of transfer of

ownership of this property. Prior to the quarter ended June 30, 2012, we had included University Square in the same store portfolio. NOI consists of the sum of Same Store

NOI and NOI from Other Investment Properties. NOI from Discontinued Operations represents NOI associated with properties accounted for as discontinued operations. We

believe that Same Store NOI, NOI from Other Investment Properties and NOI from Discontinued Operations are useful measures of our operating performance. Other REITs

may use different methodologies for calculating these metrics, and accordingly, our NOI metrics may not be comparable to other REITs. We believe that these metrics provide

an operating perspective not immediately apparent from GAAP operating income or net (loss) income. We use these metrics to evaluate our performance on a property-by-

property basis because these measures allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property,

have on our operating results. However, these measures should only be used as an alternative measure of our financial performance.

Adjusted EBITDA represents net income (loss) 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 is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income attributable to

common shareholders, as an indicator of operating performance or any measure of performance derived in accordance with GAAP. Our calculations of Adjusted EBITDA may

be different from the calculation used by other companies and, accordingly, comparability may be limited.

Net Debt to Adjusted EBITDA represents (i) our total debt 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 total debt net of cash and cash equivalents, which could be used to repay debt, compared to

our performance as measured using Adjusted EBITDA.

Reconciliation of Net (Loss) Income Attributable to

Common Shareholders to Adjusted EBITDA

1

65

Three Months

Ended

Twleve

Months Ended

Twelve

Months Ended

Three Months

Ended

Three Months

Ended

Three Months

Ended

December 31,

2011

March 31, 2012

June 30,

2012      

September 30,

2012

December 31,

2012

March 31, 2013

Net (loss) income attributable to common shareholders

(13,837)

$          

(48,872)

$          

(17,472)

$          

(15,952)

$          

13,854

$            

(4,242)

$            

Net income attributable to noncontrolling interests

8

23

15

-

-

-

Preferred stock dividends

-

-

-

-

263

2,362

Interest expense

57,034

226,105

210,943

51,165

44,844

47,127

Depreciation and amortization

58,567

236,366

234,970

57,479

55,416

54,464

Gain on sales of investment properties, net

(7,566)

(25,890)

(33,956)

(10,406)

(14,814)

(9,173)

Gain on extinguishment of debt, net

(1,276)

(9,861)

(6,146)

-

-

-

Loss on lease terminations

577

9,716

7,621

970

458

352

Provision for impairment of investment properties

8,229

9,608

10,931

22,167

2,352

-

Recognized gain on marketable securities, net

-

(277)

(7,265)

(9,108)

(9,467)

-

Adjusted EBITDA

101,736

$         

396,918

$         

399,641

$         

96,315

$            

92,906

$            

90,890

$            

Annualized

406,944

$         

396,918

$         

399,641

$         

385,260

$         

371,624

$         

363,560

$         

1

2

2

2

For purposes of these ratio calculations, figures for the twelve months ended were used

Balances are inclusive of amounts from discontinued operations

Reconciliation of Total Debt to Net Debt

66

December 31,

2011

March 31,

2012

June 30,

2012

September 30,

2012

December 31,

2012

March 31,

2013

Total debt

3,481,218

$      

3,439,144

$     

3,132,920

$

2,931,899

$      

2,592,089

$      

2,505,543

$     

Less: cash and cash equivalents

(136,009)

(126,115)

(102,346)

(107,423)

(138,069)

(67,446)

Net debt

3,345,209

3,313,029

3,030,574

2,824,476

2,454,020

2,438,097

Adjusted EBITDA

406,944

396,918

399,641

385,260

371,624

363,560

Net debt to Adjusted EBITDA

8.2

x

8.3

x

7.6

x

7.3

x

6.6

x

6.7

x

Reconciliation of Net Loss Attributable to

Common Shareholders to NOI

67

Year Ended

December 31,

2012

2011

Revenues:

Same store investment properties (239 properties):

Rental income

439,021

$       

434,680

$       

Tenant recovery income

104,711

103,317

Other property income

9,239

9,776

Other investment properties:

Rental income

9,455

13,296

Tenant recovery income

1,985

3,622

Other property income

459

319

Expenses:

Same store investment properties (239 properties):

Property operating expenses

(89,198)

(90,766)

Real estate taxes

(71,622)

(71,404)

Other investment properties:

Property operating expenses

(2,830)

(4,595)

Real estate taxes

(4,571)

(5,176)

Net operating income:

Same store investment properties

392,151

385,603

Other investment properties

4,498

7,466

Total net operating income

396,649

393,069

Other (expense) income:

Straight-line rental income, net

809

(109)

Amortization of acquired above and below market lease intangibles, net

1,415

1,611

Amortization of lease inducements

(71)

(29)

Straight-line ground rent expense

(3,784)

(3,801)

Depreciation and amortization

(217,303)

(218,833)

Provision for impairment of investment properties

(1,323)

(7,650)

Loss on lease terminations

(6,872)

(8,590)

General and administrative expenses

(26,878)

(20,605)

Dividend income

1,880

2,538

Interest income

72

663

Gain on extinguishment of debt

3,879

15,345

Equity in loss of unconsolidated joint ventures, net

(6,307)

(6,437)

Interest expense

(179,237)

(216,423)

Co-venture obligation expense

(3,300)

(7,167)

Recognized gain on marketable securities

25,840

277

Other income, net

296

2,032

Total other expense

(410,884)

(467,178)

Loss from continuing operations

(14,235)

(74,109)

Discontinued operations:

Loss, net

(24,196)

(28,884)

Gain on sales of investment properties, net

30,141

24,509

Income (loss) from discontinued operations

5,945

(4,375)

Gain on sales of investment properties, net

7,843

5,906

Net loss

(447)

(72,578)

Net income attributable to noncontrolling interests

-

(31)

Net loss attributable to the Company

(447)

(72,609)

Preferred stock dividends

(263)

-

Net loss attributable to common shareholders

(710)

$             

(72,609)

$       

Reconciliation of Same Store NOI Growth

68

2012 Same

Store NOI

Growth

Multi-Tenant Same Store NOI - Target Markets

4.8%

Multi-Tenant Same Store NOI - Non-Target Markets

-0.2%

Multi-Tenant Same Store NOI

1.8%

Other¹

0.8%

Same Store NOI Growth

1.7%

1

The 2012 NOI growth in the “Other” category above is primarily attributable to the year-

over-year NOI growth of our single-user retail and non-core industrial and office

properties.