Operating Property Activities

Acquisitions of Operating Real Estate -

During the

six

months ended

June 30, 2017,

the Company acquired the following operating properties, in separate transactions, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests or obtaining control through the modification of a joint venture investment:

			Purchase Price (in thousands)
Property Name	Location	Month Acquired / Consolidated	Cash		Debt		Other Consideration*		Total		GLA* *
Plantation Commons	Plantation, FL (1)(3)	Jan-17	$	-	$	-	$	12,300	$	12,300		60
Gordon Plaza	Woodbridge, VA (1)(3)	Jan-17		-		-		3,100		3,100		184
Plaza del Prado	Glenview, IL	Jan-17		39,063		-		-		39,063		142
Columbia Crossing Parcel	Columbia Crossing, MD	Jan-17		5,100		-		-		5,100		25
The District at Tustin Legacy	Tustin, CA (2)(3)	Apr-17		-		206,000		98,698		304,698		688
			$	44,163	$	206,000	$	114,098	$	364,261		1,099

* Includes the Company’s previously held equity interest investment

** Gross leasable area ("GLA")

(

)

The Company acquired from its partners, their ownership interest in properties that were held in joint ventures in which the Company had noncontrolling interests. The Company now has a controlling interest in these properties and has deemed these entities to be VIEs for which the Company is the primary beneficiary and now consolidates these assets.

(

)

Effective

April 1, 2017,

the Company and its partner amended its joint venture agreement relating to the Company’s investment in this property. As a result of this amendment, the Company now controls the entity and consolidates the property. This entity is deemed to be a VIE for which the Company is the primary beneficiary.

(

)

The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in the purchase price above in Other Consideration. The Company’s current ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands):

Property Name	Current Ownership Interest		Gain on change in control of interests
Plantation Commons		76.25%	$	9,793
Gordon Plaza		40.62%		395
The District at Tustin Legacy		(a)		60,972
			$	71,160

(a)

The Company’s share of this investment is subject to change and dependent upon property cash flows (

54.27%

as of date of consolidation).

Included in the Company’s Condensed Consolidated Statements of Income are

$7.3

million and

$4.8

million in revenues from rental properties from the date of acquisition through

June 30, 2017

and

2016,

respectively, for operating properties acquired during each of the respective years.

The Company adopted ASU

2017

effective

January 1, 2017

and applied the guidance to its operating property acquisitions during the

six

months ended

June 30, 2017.

The purchase price for these acquisitions is allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset acquisitions.

The purchase price allocations for properties acquired/consolidated during the

six

months ended

June 30, 2017,

are as follows (in thousands):

Land	$	120,645
Buildings		192,428
Above-market leases		11,697
Below-market leases		(7,129	)
In-place leases		27,170
Building improvements		16,218
Tenant improvements		7,665
Mortgage fair value adjustment		(6,222	)
Other assets		5,090
Other liabilities		(3,301	)
Net assets acquired	$	364,261

As of

June 30, 2017,

the allocation adjustments and revised allocations for properties accounted for as business combinations during the year ended

December 31, 2016,

are as follows (in thousands):

	Allocation as of December 31, 2016			Allocation Adjustments			Revised Allocation as of June 30 , 201 7
Land	$	179,150		$	(5,150	)	$	174,000
Buildings		309,493			(30,696	)		278,797
Above-market leases		11,982			885			12,867
Below-market leases		(31,903	)		(4,716	)		(36,619	)
In-place leases		44,094			(1,063	)		43,031
Building improvements		124,105			41,895			166,000
Tenant improvements		12,788			(1,155	)		11,633
Mortgage fair value adjustment		(4,292	)		-			(4,292	)
Other assets		234			-			234
Other liabilities		(27	)		-			(27	)
Net assets acquired	$	645,624		$	-		$	645,624

Dispositions–

During the

six

months ended

June 30, 2017,

the Company disposed of

consolidated operating properties and

five

out-parcels, in separate transactions, for an aggregate sales price of

$157.3

million. These transactions resulted in (i) an aggregate gain of

$21.6

million and (ii) aggregate impairment charges of

$2.4

million.

Impairments

–

During the

six

months ended

June 30, 2017,

the Company recognized aggregate impairment charges of

$31.3

million. These impairment charges consist of (i)

$2.4

million related to the sale of certain operating properties, as discussed above, (ii)

$12.7

million related to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active capital recycling program and as such has adjusted the anticipated hold periods for such properties and (iii)

$16.2

million related to a property for which the Company has re-evaluated its long-term plan for the property due to unfavorable local market conditions. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from

third

party offers or (ii) a discounted cash flow model. See Footnote

for fair value disclosure.