8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 23, 2013

ACADIA REALTY TRUST

 (Exact name of registrant as specified in its charter)

Maryland	1-12002	23-2715194
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1311 Mamaroneck Avenue

Suite 260

White Plains, New York 10605

(Address of principal executive offices) (Zip Code)

(914) 288-8100

(Registrant's telephone number, including area code)

(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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2013, Acadia Realty Trust (the “Company”) issued a press release announcing its consolidated financial results for the quarter ended March 31, 2013. On April 25, 2013, the Company issued a press release providing updates to certain financial information for the quarter ended March 31, 2013. Copies of these press releases are attached to this report on Form 8-K as Exhibits 99.1 and 99.2, respectively and are incorporated herein by reference. In addition, on April 23, 2013, the Company made available supplemental information concerning the ownership, operations and portfolio of the Company as of and for the quarter ended March 31, 2013. A copy of this supplemental information is attached to this report on Form 8-K as Exhibit 99.3 and incorporated herein by reference. The information included in this Item 2.02, including the information included in Exhibits 99.1, 99.2 and 99.3 attached hereto, is intended to be furnished solely pursuant to this Item 2.02, and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12 (a) (2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release of the Company dated April 23, 2013.
99.2	Press release of the Company dated April 25, 2013.
99.3	Financial and Operating Reporting Supplemental of the Company for the quarter ended March 31, 2013.

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 hereunto duly authorized.

		ACADIA REALTY TRUST             (Registrant)
Date: April 29, 2013	By:	/s/ Jonathan Grisham
		Name:  Jonathan Grisham
		Title: Sr. Vice President
		and Chief Financial Officer

EX-99.1

Exhibit 99.1

Acadia Realty Trust Reports First Quarter 2013 Operating Results

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--April 23, 2013--Acadia Realty Trust (NYSE: AKR) today reported operating results for the quarter ended March 31, 2013. All per share amounts are on a fully diluted basis.

First Quarter 2013 Highlights

Earnings

· Funds from operations (“FFO”) of $0.31 per share for the first quarter 2013

· Earnings per share (“EPS”) from continuing operations of $0.18 for the first quarter 2013

Dividend Increase

· The Company increased its quarterly dividend 17%, from $0.18 to $0.21 for the first quarter 2013

Core Portfolio – Strong Same Store NOI; Significant progress towards 2013 Acquisitions Goal

· Same store net operating income (“NOI”) for the first quarter up 10.9% compared to 2012

· March 31, 2013 portfolio occupancy of 93.6%

· During the first quarter 2013, closed on an $86.6 million “Magnificent Mile” retail property in Chicago

Balance Sheet – Positioned for Growth with Low Leverage and New $150 Million Unsecured Line

· Core portfolio debt net of cash on hand (“Net Debt”) to EBITDA ratio of 4.1x at March 31, 2013; 5.0x including pro-rata share of Opportunity Funds

· Combined Net Debt to total equity and debt capitalization (“Total Market Capitalization”) of 22% at March 31, 2013

· Closed on a new $150 million unsecured line of credit during the quarter

· Subsequent to quarter end, completed $125 million ATM program and initiated a new ATM program for $150 million

First Quarter 2013 Operating Results

FFO and Net Income from Continuing Operations for the quarter ended March 31, 2013 were $16.8 million and $9.6 million, respectively, compared to $9.3 million and $3.5 million, respectively, for the quarter ended March 31, 2012.

Earnings for the quarters ended March 31, 2013 and 2012, on a per share basis, were as follows:

	Quarters ended March 31,
	2013		2012		Variance
FFO per share	$	0.31	$	0.21	$	0.10
EPS from continuing operations	$	0.18	$	0.08	$	0.10
EPS from discontinued operations	$	--	$	0.01	$	(0.01	)
EPS	$	0.18	$	0.09	$	0.09

The following significant items contributed to the above variances in EPS from continuing operations:

	2013 v 2012
	Variance
	Quarter
Income from 2012/2013 acquisitions and redevelopment projects	$	0.06
Additional 2013 fee income		0.03
Additional 2013 interest income		0.03
Dilution from additional outstanding Common Shares		(0.02	)
Total variance	$	0.10

Strong Core Portfolio Performance; Closed on $87 Million in Chicago

Acadia’s core portfolio (“Core Portfolio”) is comprised of properties that are owned in whole or in part by Acadia outside of its opportunity funds (the “Funds”).

Same-Store NOI and Occupancy

Core Portfolio same-store NOI increased 10.9% for the first quarter 2013 compared to the first quarter 2012. Excluding the impact of re-anchoring activities at the Bloomfield Town Square and Branch Plaza that occurred during 2012, same-store NOI increased 5.6%.

At March 31, 2013, Acadia’s Core Portfolio occupancy was 93.6%, as compared to 94.2% as of December 31, 2012. Including space currently leased but not yet occupied, the Core Portfolio was 94.0% leased.

Rent Spreads on New and Renewal Leases

The Company realized an increase in average rents on a GAAP basis, which includes the effect of the straight-lining of rents, of 23.3% on 87,000 square feet of new and renewal leases executed during the first quarter of 2013 in its Core Portfolio. On a contractual rent basis, which excludes straight-line rent, the Company experienced an increase of 6.4% in average rents for these same leases.

Acquisition Activity – Continued Investment in Street Retail

During the first quarter 2013, Acadia closed on 664 North Michigan Avenue in Chicago, IL for a purchase price of $86.6 million. The property is located on Michigan Avenue between Erie and Huron Streets, in the middle of Chicago’s premier retail corridor. Also called the Magnificent Mile, this is the city’s most popular shopping destination with eight blocks of high-quality retail, world-class hotels, museums and noted art galleries and an international tourist draw for Chicago’s over 38 million annual tourists.

The property is an 18,141 square foot retail property which is a vertically subdivided commercial parcel that forms the base of the 40-story Ritz-Carlton Residences Chicago, luxury residential condominiums. Tenants at the property include Tommy Bahama and Ann Taylor Loft which are expected to open during the second quarter of 2013. The property is surrounded by both mainstream and high-end retailers including Apple, Burberry, Niketown, Crate & Barrel, Rolex, Cartier, Zara, Saks Fifth Avenue, Cole Haan and Salvatore Ferragamo.

Fund Platform – Continued Progress Following $569 Million of Transactions during December 2012

During the first quarter 2013, redevelopment activities continued to progress at various projects within the Company’s Fund platform, including City Point (Brooklyn), Cortlandt Crossing (Westchester County, NY) and Broad Hollow Commons (Long Island). These projects are anticipated to aggregate approximately $350 million to $450 million in total costs when complete. This follows significant transactional activity during December 2012 including acquisitions in Acadia’s recently formed Fund IV aggregating $151.2 million and monetization of Fund II and Fund III assets totaling $417.9 million.

Balance Sheet – New Unsecured Line; Maintaining Low Leverage

During the first quarter, Acadia closed on a new unsecured line of credit, replacing its existing $64.5 million secured line. The current availability of up to $150 million under the facility can be increased to $300 million based on achieving certain thresholds. Interest is based on levels of leverage starting with a rate of LIBOR plus 155 basis points.

During the first quarter, the Company issued 2.0 million Common Shares under its ATM program for net proceeds of $52.9 million. Subsequent to March 31, 2013, the Company completed its existing $125 million ATM program and renewed it for $150 million.

Acadia continues to maintain a solid balance sheet with available liquidity and low leverage as evidenced by the following as of March 31, 2013:

· The Company had total liquidity of $182.0 million, including $44.5 million of cash on hand and $137.5 million available under its unsecured line of credit, excluding the Funds’ cash and credit facilities.

· Core Portfolio Net Debt to EBITDA ratio of 4.1x

· Including the Company’s Core Portfolio debt and pro-rata share of the Company’s Fund debt (“Combined”), a Net Debt to EBITDA ratio of 5.0x

· Combined Net Debt to Total Market Capitalization of 22%

· Core Portfolio fixed-charge coverage ratio of 3.5 to 1 and a Combined fixed-charge coverage ratio of 3.4 to 1

Outlook - Earnings Guidance for 2013

The Company reaffirms its previously announced 2013 FFO and EPS forecast. On a fully diluted basis, the Company forecasts that its 2013 annual FFO will range from $1.17 to $1.25 per share and 2013 EPS from $0.66 to $0.71 per share.

Management Comments

“We are very pleased with the progress our team made during the first quarter across our dual platforms” stated Kenneth F. Bernstein, President and CEO of Acadia Realty Trust. “Our core portfolio’s operating performance exceeded our expectations. Additionally, our acquisition of 664 North Michigan Avenue on Chicago’s “Magnificent Mile” adds another high-street property to our core portfolio in one of our key markets. With respect to our fund platform, in the first quarter we continued to execute on the initiatives we put into place over the past year as we made progress with both new fund investments as well as stabilizing and monetizing existing investments.”

Investor Conference Call

Management will conduct a conference call on Wednesday, April 24, 2013 at 10:00 AM ET to review the Company’s earnings and operating results. The live conference call can be accessed by dialing 888-771-4371. The pass code is “34572463” or “Acadia Realty”. The call will also be webcast and can be accessed in a listen-only mode at Acadia’s web site at www.acadiarealty.com. If you are unable to participate during the live webcast, the call will be archived and available on Acadia’s website. Alternatively, to access the replay by phone, dial 888-843-7419, and the passcode will be “34572463#”. The phone replay will be available through Wednesday, May 1, 2013.

About Acadia Realty Trust

Acadia Realty Trust, a fully-integrated equity real estate investment trust, is focused on the acquisition, ownership, management and redevelopment of high-quality retail properties and urban/infill mixed-use properties with a strong retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas along the East Coast and in Chicago. Acadia owns, or has an ownership interest in, these properties through its core portfolio and its opportunistic/value-add investment funds. Additional information may be found on the Company’s website at www.acadiarealty.com.

Certain matters in this press release may constitute forward-looking statements within the meaning of federal securities law and as such may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performances or achievements of Acadia to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements regarding Acadia’s future financial results and its ability to capitalize on potential opportunities arising from continued economic uncertainty. Factors that could cause the Company’s forward-looking statements to differ from its future results include, but are not limited to, those discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual report on Form 10-K filed with the SEC on February 27, 2013 (“Form 10-K”) and other periodic reports filed with the SEC, including risks related to: (i) the current global financial environment and its effect on retail tenants; (ii) the Company’s reliance on revenues derived from major tenants; (iii) the Company’s limited control over joint venture investments; (iv) the Company’s partnership structure; (v) real estate and the geographic concentration of the Company’s properties; (vi) market interest rates; (vii) leverage; (viii) liability for environmental matters; (ix) the Company’s growth strategy; (x) the Company’s status as a REIT; (xi) uninsured losses and (xii) the loss of key executives. Copies of the Form 10-K and the other periodic reports Acadia files with the SEC are available on the Company’s website at www.acadiarealty.com. Any forward-looking statements in this press release speak only as of the date hereof. Acadia expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Acadia’s expectations with regard thereto or change in events, conditions or circumstances on which any such statement is based.

(Financial Highlights Follow)

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
	For the Quarters ended
	March 31,
Revenues		2013			2012
Minimum rents	$	28,762		$	21,708
Percentage rents		95			243
Mortgage interest income		2,869			2,055
Expense reimbursements		7,156			5,402
Other property income		399			72
Management fee income		146			433
Other income		2,962			--
Total revenues		42,389			29,913
Operating expenses
Property operating		6,427			5,457
Real estate taxes		4,858			4,139
General and administrative		5,623			5,925
Depreciation and amortization		9,756			7,146
Total operating expenses		26,664			22,667
Operating income		15,725			7,246
Equity in earnings (losses) of unconsolidated affiliates		2,377			(56	)
Other interest income		29			54
Interest expense and other finance costs		(7,805	)		(6,560	)
Income from continuing operations before income taxes		10,326			684
Income tax benefit (provision)		140			(188	)
Income from continuing operations		10,466			496

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
	For the Quarters ended
	March 31,
		2013			2012
Operating income from discontinued operations		397			2,327
Net income		10,863			2,823
(Income) loss attributable to noncontrolling interests:
Continuing operations		(892	)		2,992
Discontinued operations		(348	)		(1,805	)
Net (income) loss attributable to noncontrolling
interests		(1,240	)		1,187
Net income attributable to Common Shareholders	$	9,623		$	4,010
Supplemental Information
Income from continuing operations attributable to
Common Shareholders	$	9,574		$	3,488
Income from discontinued operations attributable to
Common Shareholders		49			522
Net income attributable to Common Shareholders	$	9,623		$	4,010
Net income attributable to Common Shareholders per Common Share –
Basic
Net income per Common Share – Continuing
operations	$	0.18		$	0.08
Net income per Common Share – Discontinued
operations		--			0.01
Net income per Common Share	$	0.18		$	0.09
Weighted average Common Shares		53,414			42,736
Net income attributable to Common Shareholders per Common Share –
Diluted 2
Net income per Common Share – Continuing
Operations	$	0.18		$	0.08
Net income per Common Share – Discontinued
Operations		--			0.01
Net income per Common Share	$	0.18		$	0.09
Weighted average Common Shares		53,851			43,146

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS 3
	For the Quarters ended
	March 31,
	2013		2012
Net income attributable to Common Shareholders	$	9,623	$	4,010
Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):
Consolidated affiliates		6,697		4,828
Unconsolidated affiliates		397		392
Income attributable to noncontrolling interests’ in
Operating Partnership		124		63
Distributions – Preferred OP Units		5		5
Funds from operations	$	16,846	$	9,298
Funds from operations per share – Diluted
Weighted average Common Shares and OP Units 4		54,531		43,792
Funds from operations, per share	$	0.31	$	0.21

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars in thousands)
RECONCILIATION OF OPERATING INCOME TO NET PROPERTY OPERATING INCOME (“NOI”) 3
	For the Quarters ended
	March 31,
		2013			2012
Operating income	$	15,725		$	7,174
Add back:
General and administrative		5,623			5,925
Depreciation and amortization		9,756			7,150
Less:
Management fee income		(146	)		(433	)
Mortgage interest income		(2,869	)		(1,987	)
Straight line rent and other adjustments		(697	)		456
Consolidated NOI		27,392			18,285
Noncontrolling interest in NOI		(10,006	)		(6,468	)
Pro-rata share of NOI		17,386			11,817
Operating Partnerships’ interest in Opportunity Funds		(2,391	)		(1,511	)
Operating Partnerships’ share of unconsolidated joint ventures 1		1,568			1,689
NOI – Core Portfolio	$	16,563		$	11,995
Note:
1 Does not include share of unconsolidated joint ventures within Opportunity Funds

SELECTED BALANCE SHEET INFORMATION
	As of
	March 31, 2013		December 31, 2012
	(dollars in thousands)
Cash and cash equivalents	$	79,516	$	91,813
Rental property, at cost		1,358,268		1,249,140
Total assets		2,169,337		1,908,440
Notes payable		936,121		727,978
Total liabilities		1,048,312		838,184

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights

For the Quarters ended March 31, 2013 and 2012

(dollars and Common Shares in thousands, except per share data)

Notes:

1 For additional information and analysis concerning the Company’s results of operations, reference is made to the Company’s Quarterly Supplemental Disclosure furnished on Form 8-K to the SEC and included on the Company’s website at www.acadiarealty.com.

2 Reflects the potential dilution that could occur if securities or other contracts to issue Common Shares were exercised or converted into Common Shares. The effect of the conversion of Common OP Units is not reflected in the above table as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on the same basis and reflected as noncontrolling interests in the consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.

3 The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and net property operating income (“NOI”) to be appropriate supplemental disclosures of operating performance for an equity REIT due to their widespread acceptance and use within the REIT and analyst communities. FFO and NOI are presented to assist investors in analyzing the performance of the Company. They are helpful as they exclude various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. In addition, NOI excludes interest expense. The Company’s method of calculating FFO and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, impairment of depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures.

4 In addition to the weighted average Common Shares outstanding, basic and diluted FFO also assume full conversion of a weighted average 655 and 621 OP Units into Common Shares for the quarters ended March 31, 2013 and 2012, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the quarters ended March 31, 2013 and 2012. In addition, diluted FFO also includes the effect of 437 and 410 employee share options, restricted share units and LTIP units for the quarters ended March 31, 2013 and 2012, respectively.

CONTACT:

Acadia Realty Trust

Jon Grisham, 914-288-8100

EX-99.2

Exhibit 99.2

Acadia Realty Trust Updates Certain Information in Financial Tables for First Quarter 2013 Operating Results

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--April 25, 2013--Acadia Realty Trust (NYSE: AKR) today announced an update to the financial tables provided in its press release dated April 23, 2013 reporting first quarter 2013 results. The only update is to reflect an investment formerly presented under the equity method on a consolidated basis for the quarter ended March 31, 2013. There are no changes to net income attributable to Common Shareholders, earnings per share or funds from operations as originally reported in the tables or any other information aside from these tables.

(Financial Highlights Follow)

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
	For the Quarters ended
	March 31,
Revenues		2013			2012
Minimum rents	$	32,860		$	21,708
Percentage rents		195			243
Mortgage interest income		2,869			2,055
Expense reimbursements		7,971			5,402
Other property income		399			72
Management fee income		15			433
Other income		2,962			--
Total revenues		47,271			29,913
Operating expenses
Property operating		7,149			5,457
Real estate taxes		5,196			4,139
General and administrative		5,626			5,925
Depreciation and amortization		10,628			7,146
Total operating expenses		28,599			22,667
Operating income		18,672			7,246
Equity in earnings (losses) of unconsolidated affiliates		2,250			(56	)
Other interest income		29			54
Interest expense and other finance costs		(10,309	)		(6,560	)
Income from continuing operations before income taxes		10,642			684
Income tax benefit (provision)		140			(188	)
Income from continuing operations		10,782			496

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
	For the Quarters ended
	March 31,
		2013			2012
Operating income from discontinued operations		397			2,327
Net income		11,179			2,823
(Income) loss attributable to noncontrolling interests:
Continuing operations		(1,208	)		2,992
Discontinued operations		(348	)		(1,805	)
Net (income) loss attributable to noncontrolling
interests		(1,556	)		1,187
Net income attributable to Common Shareholders	$	9,623		$	4,010
Supplemental Information
Income from continuing operations attributable to
Common Shareholders	$	9,574		$	3,488
Income from discontinued operations attributable to
Common Shareholders		49			522
Net income attributable to Common Shareholders	$	9,623		$	4,010
Net income attributable to Common Shareholders per Common Share –
Basic
Net income per Common Share – Continuing
operations	$	0.18		$	0.08
Net income per Common Share – Discontinued
operations		--			0.01
Net income per Common Share	$	0.18		$	0.09
Weighted average Common Shares		53,414			42,736
Net income attributable to Common Shareholders per Common Share –
Diluted 2
Net income per Common Share – Continuing
Operations	$	0.18		$	0.08
Net income per Common Share – Discontinued
Operations		--			0.01
Net income per Common Share	$	0.18		$	0.09
Weighted average Common Shares		53,851			43,146

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars and Common Shares in thousands, except per share data)
RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS 3
	For the Quarters ended
	March 31,
	2013		2012
Net income attributable to Common Shareholders	$	9,623	$	4,010
Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):
Consolidated affiliates		6,891		4,828
Unconsolidated affiliates		203		392
Income attributable to noncontrolling interests’ in
Operating Partnership		124		63
Distributions – Preferred OP Units		5		5
Funds from operations	$	16,846	$	9,298
Funds from operations per share – Diluted
Weighted average Common Shares and OP Units 4		54,531		43,792
Funds from operations, per share	$	0.31	$	0.21

ACADIA REALTY TRUST AND SUBSIDIARIES Financial Highlights 1 For the Quarters ended March 31, 2013 and 2012 (dollars in thousands)
RECONCILIATION OF OPERATING INCOME TO NET PROPERTY OPERATING INCOME (“NOI”) 3
	For the Quarters ended
	March 31,
		2013			2012
Operating income	$	18,672		$	7,246
Add back:
General and administrative		5,626			5,925
Depreciation and amortization		10,628			7,146
Less:
Management fee income		(15	)		(433	)
Mortgage interest income		(2,869	)		(2,055	)
Straight line rent and other adjustments		(734	)		456
Consolidated NOI		31,308			18,285
Noncontrolling interest in NOI		(13,051	)		(6,468	)
Pro-rata share of NOI		18,257			11,817
Operating Partnerships’ interest in Opportunity Funds		(2,391	)		(1,511	)
Operating Partnerships’ share of unconsolidated joint ventures 1		697			1,689
NOI – Core Portfolio	$	16,563		$	11,995
Note:
1 Does not include share of unconsolidated joint ventures within Opportunity Funds

SELECTED BALANCE SHEET INFORMATION
	As of
	March 31, 2013		December 31, 2012
	(dollars in thousands)
Cash and cash equivalents	$	81,831	$	91,813
Rental property, at cost		1,504,885		1,249,140
Total assets		2,295,869		1,908,440
Notes payable		1,102,321		727,978
Total liabilities		1,209,177		838,184

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights

For the Quarters ended March 31, 2013 and 2012

(dollars and Common Shares in thousands, except per share data)

Notes:

1 For additional information and analysis concerning the Company’s results of operations, reference is made to the Company’s Quarterly Supplemental Disclosure furnished on Form 8-K to the SEC and included on the Company’s website at www.acadiarealty.com.

2 Reflects the potential dilution that could occur if securities or other contracts to issue Common Shares were exercised or converted into Common Shares. The effect of the conversion of Common OP Units is not reflected in the above table as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on the same basis and reflected as noncontrolling interests in the consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.

3 The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and net property operating income (“NOI”) to be appropriate supplemental disclosures of operating performance for an equity REIT due to their widespread acceptance and use within the REIT and analyst communities. FFO and NOI are presented to assist investors in analyzing the performance of the Company. They are helpful as they exclude various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. In addition, NOI excludes interest expense. The Company’s method of calculating FFO and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, impairment of depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures.

4 In addition to the weighted average Common Shares outstanding, basic and diluted FFO also assume full conversion of a weighted average 655 and 621 OP Units into Common Shares for the quarters ended March 31, 2013 and 2012, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the quarters ended March 31, 2013 and 2012. In addition, diluted FFO also includes the effect of 437 and 410 employee share options, restricted share units and LTIP units for the quarters ended March 31, 2013 and 2012, respectively.

CONTACT:

Acadia Realty Trust

Jon Grisham, 914-288-8100

EX-99.3

Exhibit 99.3

Table of Contents
First Quarter 2013
Section I - Financial Information		Section II - Core Portfolio Information
Company Information	3	Core Properties	21
Total Market Capitalization	4	Core Portfolio by State	23
Operating Statements		Core Top Tenants	24
Pro-rata Consolidation	5	Core Lease Expirations	25
Opportunity Funds	6	Core New and Renewal Rent Spreads	26
Funds from Operations ("FFO"), Adjusted FFO ("AFFO")		Core Capital Expenditures	27
and Funds Available for Distribution ("FAD")	7	Portfolio Demographics	28
EBITDA	8
Same Property Net Operating Income	9
Fee Income	10	Section III - Opportunity Fund Information
Balance Sheet - Pro-rata Consolidation	11
Notes Receivable	12	Opportunity Fund Overview	31
Other Information		Opportunity Fund Properties	32
2013 Guidance	13	Opportunity Fund Lease Expirations	33
Net Asset Valuation Information	14	Redevelopment Projects - Construction and Design	34
Selected Financial Ratios	15	RCP Venture Investments	35
Debt Analysis
Summary	16
Detail	17
Maturities	20	Important Notes	36

Visit www.acadiarealty.com for additional investor and portfolio information

- 2 -

Company Information

Acadia Realty Trust, a fully-integrated equity real estate investment trust, is focused on the acquisition, ownership, management and redevelopment of high-quality retail properties and urban/infill mixed-use properties with a strong retail component located primarily in high-barrier-to-entry, densely-populated metropolitan areas along the East Coast and in Chicago. Acadia owns, or has an ownership interest in, these properties through its core portfolio and its opportunistic/value-add investment funds. Additional information may be found on the Company’s website at www.acadiarealty.com.

Contact Information
	Corporate Headquarters	Investor Relations	New York Stock Exchange
	1311 Mamaroneck Avenue	Jon Grisham	SymbolAKR
	Suite 260	Senior Vice President,
	White Plains, NY 10605	Chief Financial Officer
		(914) 288-8142
		jgrisham@acadiarealty.com
Analyst Coverage
	Bank of America / Merrill Lynch	Cowen and Company	KeyBanc Capital Markets, Inc.
	Craig Schmidt - (646) 855-3640	Michael Gorman - (646) 562-1381	Todd Thomas - (917) 368-2286
	craig.schmidt@baml.com	michael.gorman@cowen.com	tthomas@keybanccm.com
	Bank of Montreal	Green Street Advisors	RBC Capital Markets
	Paul Adornato, CFA - (212) 885-4170	Cedrik LaChance - (949) 640-8780	Rich Moore, CFA - (440) 715-2646
	paul.adornato@bmo.com	clachance@greenst.com	rich.moore@rbccm.com
	Citigroup - Global Markets	J.P. Morgan Securities, Inc.	UBS
	Quentin Velleley, CFA - (212) 816-6981	Michael W. Mueller, CFA - (212) 622-6689	Christy McElroy - (203) 719-7831
	quentin.velleley@citi.com	michael.w.mueller@jpmorgan.com	christy.mcelroy@ubs.com

- 3 -

Total Market Capitalization
(including pro-rata share of Opportunity Fund debt, dollars in thousands)
							Capitalization
	Percent of	Total Market Capitalization					based on
	Total Equity	$				%	Net Debt1		Total Market Capitalization
Equity Capitalization
Total Common Shares Outstanding	98.8%		54,514
Common Operating Partnership ("OP") Units	1.2%		664
Combined Common Shares and OP Units			55,178
Share Price at March 31, 2013		$	27.77
Equity Capitalization - Common Shares and OP Units		$	1,532,293
Preferred OP Units			696		2
Total Equity Capitalization			1,532,989			76%	78%
Debt Capitalization
Consolidated debt			934,980
Adjustment to reflect pro-rata share of debt			(438,039	)
Total Debt Capitalization			496,941			24%	22%
Total Market Capitalization		$	2,029,930			100%	100%
Weighted Average Outstanding Common Shares and OP Units
(in thousands)
						March 31, 2013		March 31, 2012
						Quarter		Quarter
Weighted average Common Shares - Basic EPS						53,414		42,736
Dilutive potential Common Shares						437		410
Weighted average Common Shares - Diluted EPS						53,851		43,146
OP Units						655		621
Dilutive potential OP Units						25		25
Weighted average Common Shares and OP Units - Diluted FFO						54,531		43,792

Notes:

1Reflects debt net of Core Portfolio and pro-rata share of Opportunity Funds cash balance ("Net Debt") totaling $52,700.

2Represents 188 Series A Preferred OP Units convertible into 25,067 Common OP units multiplied by the Common Share price at quarter end.

3Fixed-rate debt includes notional principal fixed through interest rate swap transactions.

- 4 -

Income Statements - Pro-rata Consolidation1
(in thousands)
	Three months ended March 31, 2013
	Core Retail									Opportunity Funds						Total
							Total
	Wholly			Joint			Continuing			Continuing			Discontinued
	Owned			Ventures 2			Operations			Operations			Operations
CORE PORTFOLIO AND OPPORTUNITY FUND INCOME
PROPERTY REVENUES
Minimum rents	$	16,745		$	808		$	17,553		$	2,975		$	204		$	20,732
Percentage rents		100			-			100			32			-			132
Expense reimbursements - CAM		1,892			94			1,986			422			7			2,415
Expense reimbursements - Taxes		2,511			210			2,721			398			7			3,126
Other property income		237			3			240			111			12			363
Total Property Revenues		21,485			1,115			22,600			3,938			230			26,768
PROPERTY EXPENSES
Property operating - CAM		2,031			100			2,131			410			8			2,549
Other property operating (Non-CAM)		572			60			632			324			133			1,089
Real estate taxes		3,017			257			3,274			495			14			3,783
Total Property Expenses		5,620			417			6,037			1,229			155			7,421
NET OPERATING INCOME - PROPERTIES		15,865			698			16,563			2,709			75			19,347
OTHER INCOME (EXPENSE)
Mezzanine interest income		2,367			-			2,367			106			-			2,473
Other interest income		23			-			23			4			-			27
Straight-line rent income		371			(6	)		365			302			3			670
Straight-line ground rent		-			-			-			(21	)		-			(21	)
Above/below market rent		470			-			470			134			-			604
Interest expense		(4,332	)		(512	)		(4,844	)		(915	)		(17	)		(5,776	)
Amortization of finance costs		(186	)		-			(186	)		(113	)		-			(299	)
Above/below market interest expense		442			-			442			34			-			476
Asset and property management expense		(25	)		(11	)		(36	)		(37	)		(12	)		(85	)
Other income		462			-			462			498			26			986
Acquisition costs		(703	)		-			(703	)		(187	)		-			(890	)
CORE PORTFOLIO AND OPPORTUNITY FUND INCOME		14,754			169			14,923			2,514			75			17,512
FEE INCOME
Asset and property management fees		4,303			-			4,303			58			-			4,361
Transactional fees3		1,252						1,252			-			-			1,252
Income tax benefit (provision)		91			(1	)		90			8			(1	)		97
Total Fee Income		5,646			(1	)		5,645			66			(1	)		5,710
PROMOTE, RCP AND OTHER INCOME
Equity in earnings (losses) from RCP investments		-			-			-			(27	)		-			(27	)
Total Promote, RCP and Other Income		-			-			-			(27	)		-			(27	)
GENERAL AND ADMINISTRATIVE		(6,222	)		-			(6,222	)		9			-			(6,213	)
Depreciation and amortization		(5,910	)		(194	)		(6,104	)		(1,126	)		-			(7,230	)
Income before noncontrolling interests		8,268			(26	)		8,242			1,436			74			9,752
Noncontrolling interest - OP		(107	)		(2	)		(109	)		(20	)		-			(129	)
NET INCOME	$	8,161		$	(28	)	$	8,133		$	1,416		$	74		$	9,623
Notes:
1Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of operating results for the interim periods.
The Company's investments in consolidated and unconsolidated joint ventures are reflected separately for revenues and expenses by calculating its pro-rata share for each of the above line items.
In total, net income agrees with net income as reported in the Company's Form 10Q's and 10K for the corresponding periods.
2Represents the Company's pro-rata share unconsolidated investments which are detailed on pages 21 and 22.
3Consists of development, construction, leasing and legal fees.

- 5 -

Income Statements - Opportunity Funds1

(in thousands)

	Three months ended March 31, 2013
				Continuing																		Continuing			Discontinued												Continuing			Discontinued
				Operations																		Operations			Operations												Operations			Operations
	Fund I			AKR Pro-						AKR Pro-			Fund II			Fund II			Fund II			AKR Pro-			AKR Pro-						AKR Pro-			Fund III			AKR Pro-			AKR Pro-					AKR Pro-			Total
	Continuing			rata share4						rata share4			Continuing			Discontinued			Consolidated			rata share			rata share						rata share			Continuing			rata share			rata share					rata share			AKR Pro-
	Operations			37.78%			Mervyns I			37.78%			Operations			Operations			Operations			20.00%			20.00%			Mervyns II			20.00%			Operations 3			19.90%			19.90%		Fund IV 3			23.12%			rata share
PROPERTY REVENUES
Minimum rents	$	57		$	22		$	-		$	-		$	5,966		$	1,022		$	6,988		$	1,193		$	204		$	-		$	-		$	7,080		$	1,409		$	-	$	1,519		$	351		$	3,179
Percentage rents		-			-			-			-			-			-			-			-			-			-			-			160			32			-		-			-			32
Expense reimbursements - CAM		3			1			-			-			630			36			666			126			7			-			-			1,295			258			-		161			37			429
Expense reimbursements - Taxes		-			-			-			-			356			36			392			71			7			-			-			1,442			287			-		175			40			405
Other property income		-			-			-			-			91			62			153			18			12			-			-			456			91			-		7			2			123
Total Property Revenues		60			23			-			-			7,043			1,156			8,199			1,408			230			-			-			10,433			2,077			-		1,862			430			4,168
PROPERTY EXPENSES
Property operating - CAM		4			2			-			-			1,056			42			1,098			211			8			-			-			942			187			-		43			10			418
Other property operating (Non-CAM)		43			16			-			-			719			678			1,397			144			133			-			-			781			155			-		37			9			457
Real estate taxes		3			1			-			-			465			70			535			93			14			-			-			1,816			361			-		173			40			509
Total Property Expenses		50			19			-			-			2,240			790			3,030			448			155			-			-			3,539			703			-		253			59			1,384
NET OPERATING INCOME - PROPERTIES		10			4			-			-			4,803			366			5,169			960			75			-			-			6,894			1,374			-		1,609			371			2,784
OTHER INCOME (EXPENSE)
Mezzanine interest income		207			78			-			-			-			-			-			-			-			-			-			143			28			-		-			-			106
Other interest income		-			-			-			-			6			-			6			1			-			-			-			17			3			-		1			-			4
Straight-line rent income		-			-			-			-			797			13			810			159			3			-			-			537			107			-		148			36			305
Straight-line ground rent		-			-			-			-			(104	)		2			(102	)		(21	)		-			-			-			-			-			-		-			-			(21	)
Above/below market rent		-			-			-			-			-			-			-			-			-			-			-			675			134			-		-			-			134
Interest expense		(1	)		-			-			-			(2,136	)		(85	)		(2,221	)		(427	)		(17	)		-			-			(1,897	)		(378	)		-		(475	)		(110	)		(932	)
Amortization of finance costs		-			-			-			-			(175	)		-			(175	)		(35	)		-			-			-			(225	)		(45	)		-		(142	)		(33	)		(113	)
Above/below market interest		-			-			-			-			-			-			-			-			-			-			-			170			34			-		-			-			34
Asset and property management expense2		2			1			-			-			2			(61	)		(59	)		-			(12	)		-			-			(114	)		(23	)		-		(63	)		(15	)		(49	)
Promote expense2		(17	)		-			-			-			-			-			-			-			-			-			-			-			-			-		-			-			-
Other income		-			-			-			-			1			131			132			-			26			-			-			2,501			498			-		-			-			524
Acquisition costs		-			-			-			-			-			-			-			-			-			-			-			(800	)		(159	)		-		(123	)		(28	)		(187	)
OPPORTUNITY FUND INCOME		201			83			-			-			3,194			366			3,560			637			75			-			-			7,901			1,573			-		955			221			2,589
FEE INCOME
Asset and property management fees		-			-			-			-			-			-			-			-			-			-			-			291			58			-		-			-			58
Income tax benefit (provision)		(4	)		(2	)		-			-			(10	)		(5	)		(15	)		(2	)		(1	)		-			-			60			12			-		-			-			7
Total Fee Income		(4	)		(2	)		-			-			(10	)		(5	)		(15	)		(2	)		(1	)		-			-			351			70			-		-			-			65
PROMOTE, RCP AND OTHER INCOME
Equity in earnings (losses) from RCP investments		-			-			(44	)		(17	)		-			-			-			-			-			(52	)		(10	)		-			-			-		-			-			(27	)
Promote income - Fund capital transactions		-			-			9			-			-			-			-			-			-			-			-			-			-			-		-			-			-
Total Promote, RCP and Other Income		-			-			(35	)		(17	)		-			-			-			-			-			(53	)		(10	)		-			-			-		-			-			(27	)
GENERAL AND ADMINISTRATIVE		(17	)		(6	)		-			-			60			-			60			12			-			(6	)		(1	)		(16	)		(3	)		-		32			7			9
Depreciation and amortization		(1	)		-			-			-			(2,042	)		-			(2,042	)		(408	)		-			-			-			(2,813	)		(560	)		-		(684	)		(158	)		(1,126	)
Income before noncontrolling interest		179			75			(35	)		(17	)		1,202			361			1,563			239			74			(59	)		(11	)		5,423			1,080			-		303			70			1,510
Noncontrolling interest - OP		(3	)		(1	)		-			-			(20	)		-			(20	)		(4	)		-			-			-			(70	)		(14	)		-		(4	)		(1	)		(20	)
NET INCOME	$	176		$	74		$	(35	)	$	(17	)	$	1,182		$	361		$	1,543		$	235		$	74		$	(59	)	$	(11	)	$	5,353		$	1,066		$	-	$	299		$	69		$	1,490

Notes:

1 Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of operating results for the interim periods.  The Company's investments in consolidated and unconsolidated joint ventures are reflected separately for revenues and expenses by calculating it's pro-rata share for each of the above line items.  In total, net income agrees with net income as reported in the Company's Form 10Q's and 10K for the corresponding periods. The Company currently invests in Funds I, II, III & IV and Mervyn's which are consolidated with the Company's financial statements.

2 Funds I, II, III & IV and the Mervyn's entities pay various fees to and promotes the Company.  As it is the recipient of such fees, the Company does not recognize its pro-rata share of these expenses.

3 Represents the Company's pro-rata share unconsolidated investments which are detailed on page 32.

4 Represents a 20% promote earned by Acadia in addition to our 22.22% pro-rata share of the remaining 80% after promote (20%+22.22%*80% = 37.78%)

- 6 -

Funds from Operations ("FFO") 1
(in thousands)
	2013			2012
	Current			Historic
	Quarter			Quarter
	3 months ended			3 months ended
Funds from operations ("FFO"):	March 31, 2013			March 31, 2012
Net Income	$	9,623		$	4,010
Add back:
Depreciation of real estate and amortization of leasing costs:
(net of noncontrolling interest share)
Consolidated affiliates		6,697			4,828
Unconsolidated affiliates		397			392
Income attributable to noncontrolling interests'
share in Operating Partnership		124			63
Distributions on Preferred OP Units 2		5			5
FFO	$	16,846		$	9,298
Adjusted Funds from operations ("AFFO"):
Diluted FFO	$	16,846		$	9,298
Straight line rent, net		(670	)		(628	)
Straight-line ground rent		21			22
Above/below market rent		(604	)		(162	)
Amortization of finance costs		299			207
Above/below market interest		(476	)		(21	)
Non real estate depreciation		102			118
Amortization of cost of management contracts		-			20
Leasing commissions		(647	)		(306	)
Tenant improvements		(1,192	)		(1,583	)
Capital expenditures		(46	)		(64	)
AFFO	$	13,633		$	6,901
Funds Available for Distribution ("FAD")
AFFO	$	13,633		$	6,901
Scheduled principal repayments		(814	)		(906	)
FAD	$	12,819		$	5,995
Total weighted average shares and OP Units:
Basic		54,094			43,382
Diluted		54,531			43,792
FFO per share:
FFO per share - Basic	$	0.31		$	0.21
FFO per share - Diluted	$	0.31		$	0.21
AFFO per share - Basic	$	0.25		$	0.16
AFFO per share - Diluted	$	0.25		$	0.16
FAD per share - Basic	$	0.24		$	0.14
FAD per share - Diluted	$	0.24		$	0.14

Notes:

1 Quarterly results are unaudited, although they reflect all adjustments, which in the opinion of management are necessary for a fair presentation of operating results for the interim periods.

2 Quarterly Preferred OP Unit distributions are added back for the purposes of calculating diluted FFO. Refer to "Market Capitalization" for weighted-average basic and diluted shares.

- 7 -

EBITDA
(in thousands)
	Current Quarter
	Three months ended March 31, 2013
	Core Retail									Opportunity Funds
							Total
	Wholly			Joint			Continuing			Continuing			Discontinued
	Owned			Ventures			Operations			Operations			Operations		TOTAL
NET INCOME	$	8,161		$	(28	)	$	8,133		$	1,416		$	74	$	9,623
Add back:
Depreciation and amortization		5,910			194			6,104			1,126			-		7,230
Interest expense		4,332			512			4,844			915			17		5,776
Amortization of finance costs		186			-			186			113			-		299
Above/below market interest		(442	)		-			(442	)		(34	)		-		(476	)
Provision for income taxes		(91	)		1			(90	)		(8	)		1		(97	)
Noncontrolling interest - OP		107			2			109			20			-		129
EBITDA	$	18,163		$	681		$	18,844		$	3,548		$	92	$	22,484

- 8 -

Core Portfolio
Net Operating Income (NOI) - Same Property Performance 1
(in thousands)
	Quarter
							Growth in Same
	Three months ended						Property NOI -
							Continuing Operations
	March 31, 2013			March 31, 2012			Favorable (unfavorable)
Reconciliation of total NOI to same property NOI:
NOI - Core properties - Continuing Operations	$	16,563		$	12,013
NOI - Properties acquired or in redevelopment		(4,472	)		(1,109	)
Total	$	12,091		$	10,904		10.9%
Same property NOI by revenues/expenses:
Revenues	$	16,655		$	14,980		11.2%
Expenses		4,564			4,076		-12.0%
Total Core Portfolio	$	12,091		$	10,904		10.9%

Notes:

1 The above amounts include the pro-rata activity related to the Company's Core consolidated and unconsolidated investments.

- 9 -

Fee income by Opportunity Fund
(in thousands)
	Fund I		Fund II		Fund III		Fund IV		Other		Total
Three months ended March 31, 2013
Asset and property management fees	$	67	$	1,090	$	1,417	$	1,587	$	142	$	4,303
Transactional fees		3		638		528		18		65		1,252
Total management fees	$	70	$	1,728	$	1,945	$	1,605	$	207	$	5,555

- 10 -

Pro-Rata Consolidated Balance Sheet
(in thousands)
	Consolidated				Noncontrolling			Company's			Pro-Rata
	Balance				Interest in			Interest in			Consolidated
	Sheet				Consolidated			Unconsolidated			Balance
	As Reported 1				Subsidiaries			Subsidiaries			Sheet 2			Notes
ASSETS
Real estate														1 The interim consolidated balance sheet is unaudited, although it
Land	$	344,178			$	(119,893	)	$	18,518		$	242,803		reflects all adjustments, which in the opinion of management,
Buildings and improvements		1,157,960				(423,164	)		75,496			810,292		are necessary for the fair presentation of the consolidated
Construction in progress		2,747				(1,324	)		1,363			2,786		balance sheet for the interim period.
		1,504,885				(544,381	)		95,377			1,055,881
Less: accumulated depreciation		(223,834	)			63,256			(7,540	)		(168,118	)	2 The Company currently invests in Funds I, II, III & IV and Mervyns I & II
Net real estate		1,281,051				(481,125	)		87,837			887,763		which are consolidated with the Company's financial statements.
														To provide investors with supplemental information, the Company's
Net real estate under development		262,291		3		(213,407	)		99			48,983		investments in these joint ventures are reflected above on a pro-rata
														basis by calculating its ownership percentage for each of the asset
Cash and cash equivalents		81,831				(29,657	)		526			52,700		and liability line items. Similarly, the presentation also includes
Cash in escrow		171,913				(133,969	)		955			38,899		the Company's pro-rata share of assets and liabilities for
Investments in and advances to unconsolidated affiliates		222,462				(167,411	)		(51,592	)		3,459		unconsolidated investments which are accounted for under the equity
Rents receivable, net		5,048				(2,013	)		452			3,487		method of accounting for the Company's financial statements	.
Straight-line rents receivable, net		27,099				(14,174	)		996			13,921
Notes Receivable		105,367				(7,593	)		1,080			98,854		3 The components of Net real estate under development are as follows:
Deferred charges, net		39,053				(27,236	)		1,401			13,218		Fund II	$	232,032
Prepaid expenses and other assets		45,768				10,948			877			57,593		Fund III		28,599
Acquired lease intangibles		31,839				(11,123	)		1,135			21,851		Fund IV		3
Accounts receivable from related parties		1,133				-			-			1,133
Assets of discontinued operations		21,014				(16,811	)		-			4,203		Total Opportunity Funds		260,634
														Core Portfolio		1,657
Total Assets	$	2,295,869			$	(1,093,571	)	$	43,766		$	1,246,064		Total	$	262,291
LIABILITIES AND SHAREHOLDERS' EQUITY														4 The components of Prepaid expenses and other assets are as follows:
														Due from Fund Investors	$	38,957
Mortgage notes payable	$	1,100,249				(656,681	)	$	52,443		$	496,011		Prepaid expenses		7,939
Notes payable		930				-			-			930		Unsettled At-The-Market proceeds		4,983
Valuation of debt at acquisition, net of amortization		1,142				(214	)		97			1,025		Accrued interest on Notes Receivable		2,135
Acquired lease intangibles		16,962				(5,134	)		1,565			13,393		Contract deposits		1,090
Accounts payable and accrued expenses		31,074				(13,350	)		1,066			18,790		Other		2,489
Dividends and distributions payable		11,764				-			-			11,764		Total	$	57,593
Share of losses in excess of inv. in unconsolidated affiliates		12,488				-			(12,488	)		-
Accounts payable to related parties		-				-			-			-
Other liabilities		22,657				(8,667	)		1,083			15,073
Liabilities of discontinued operations		11,911				(9,529	)		-			2,382
Total liabilities		1,209,177				(693,575	)		43,766			559,368
Shareholders' equity:
Common shares		54				-			-			54
Additional paid-in capital		635,414				-			-			635,414
Accumulated other comprehensive income		(4,932	)			-			-			(4,932	)
Retained earnings		43,341				-			-			43,341
Total controlling interest		673,877				-			-			673,877
Non-controlling interest in subsidiary		412,815				(399,996	)		-			12,819
Total shareholders' equity		1,086,692				(399,996	)		-			686,696
Total Liabilities and Shareholders' Equity	$	2,295,869			$	(1,093,571	)	$	43,766		$	1,246,064

- 11 -

Notes Receivable
(in thousands)
	Balance at					Balance at										Underlying third-party
	December 31, 2012		First			March 31, 2013						Stated	Effective			first mortgage
			Quarter					Accrued				Interest	Interest	Maturity	Extension		Maturity
Investment	Principal		Activity			Principal2		Interest		Total		Rate	Rate 1	Dates	Options	Amount	Dates
First mortgage notes	$	48,919	$	(5,400	)	$	43,519	$	369	$	43,888	7.75%	9.27%	2013 to 2014	-	n/a	n/a
Mezzanine notes		49,526		119			49,645		1,720		51,365	14.11%	14.79%	2013 to 2020	-	302,923	2014 thru 2019
Total  notes receivable	$	98,445	$	(5,281	)	$	93,164	$	2,089	$	95,253	11.14%	12.21%
Notes:
1 Inclusive of points and exit fees.
2 Reconciliation of Notes Receivable to the Consolidated Balance Sheet
Total Notes Receivable per above	$	93,164
Fund I first mortgage loan - seller financing for Kroger/Safeway sale		12,203
Total Notes Receivable per Consolidated Balance Sheet	$	105,367

- 12 -

2013 Guidance
(in millions except per share amounts, all per share amounts are fully diluted)
	2013 Guidance	2012 Actual
Overall:
Fully diluted Common Shares and OP Units	54,600 - 55,800	51,150
Full year Funds from Operations ("FFO")  per share	$1.17 to $1.25	$1.04
Earnings per Share ("EPS")	$0.66 to $0.71	$0.85
FFO Components:
Core and pro-rata share of opportunity Fund ("Fund") portfolio income	$66.5 to $70.5	$47.6
Asset and property management fee income, net of TRS taxes	$14.5 to $15.0	$16.3
Transactional fee income, net of TRS taxes	$6.5 to $7.0	$6.8
Promote, RCP and other income, net of TRS taxes	$1.0 to $1.5	$1.5
General and administrative expense	$(24.5) to $(24.0)	$(23.4)
Total	$64.0 to $70.0	$48.8

- 13 -

Net Asset Valuation Information
(in thousands)
	CORE				FUND I						FUND II								FUND III											FUND IV
					Fund Level		AKR pro-rata share				Fund Level				AKR Pro-rata Share				Fund Level						AKR pro-rata share					Fund Level						AKR pro-rata share
	Quarterly		Annualized (x4)				%			$	Quarterly		Annualized (x4)		%		$		Quarterly			Annualized (x4)			%		$			Quarterly			Annualized (x4)			%			$
Current NOI
Net Operating Income - Continuing Operations	$	16,563	$	66,252			--				$	4,803	$	19,212	20.00	%	$	3,842	$	6,894		$	27,576		19.90	%	$	5,488		$	1,609		$	6,436		23.12	%	$	1,488
Less: Net Operating Income of pre-stabilized assets												-		-				-		(1,803	)		(7,212	)				(1,435	)		(1,381	)		(5,524	)				(1,277	)
Net Operating Income of stabilized assets												4,803		19,212				3,842		5,091			20,364					4,053			228			912					211
Cost to Date
Cost basis of pre-stabilized assets													$	200,800			$	40,160				$	96,066				$	19,118					$	147,050				$	33,998
Discontinued operations, contract price, net of debt													$	23,139			$	4,628
Debt			$	356,299	$	-							$	395,230			$	76,095				$	237,068				$	43,034					$	93,050				$	21,513
Gross asset value1						16,000
Net Asset Value					$	16,000	37.78	%	$	6,045

Notes:

1Fund I value is based on property appraisals.  Pro-rata share is 20% (AKR promote) + 22% x 80% (AKR remaining share after promote) = 37.78%.

- 14 -

Selected Financial Ratios
(in thousands)
	Three months ended March 31,							Three months ended March 31,			Three months ended December 31,
	2013			2012				2013			2012
COVERAGE RATIOS1							LEVERAGE RATIOS
Fixed-Charge Coverage Ratios							Debt4	$	496,941		$	445,582
							Total Market Capitalization		2,029,930			1,773,821
EBITDA2 divided by:	$	18,844		$	12,357		Debt/Total Market Capitalization		24	%		25	%
Interest expense		4,844			4,333
Principal Amortization		607			788		Debt4, 6	$	444,241		$	382,653
Preferred Dividends		5			5		Total Market Capitalization		1,977,230			1,710,892
Fixed-Charge Coverage Ratio - Core Portfolio		3.5	x		2.4	x	Net Debt/Total Market Capitalization		22	%		22	%
EBITDA divided by:	$	22,484		$	15,558		Debt + Preferred Equity (Preferred O.P. Units)	$	497,637		$	446,211
Interest expense		5,776			5,396		Total Market Capitalization		2,029,930			1,773,821
Principal Amortization		814			906		Debt+Preferred Equity/Total Market Capitalization		25	%		25	%
Preferred Dividends		5			5
Fixed-Charge Coverage Ratio - Core Portfolio							Debt	$	356,299		$	341,044
and Opportunity Funds		3.4	x		2.5	x	EBITDA (Annualized)		75,376			71,764
							Debt/EBITDA - Core Portfolio		4.7	x		4.8	x
Payout Ratios
							Debt5	$	311,843		$	287,139
Dividends (Shares) & Distributions (OP Units) paid	$	11,763		$	7,914		EBITDA (Annualized)		75,376			71,764
FFO		16,846			9,298		Net Debt/EBITDA - Core Portfolio		4.1	x		4.0	x
FFO Payout Ratio		70	%		85	%
							Debt	$	496,941		$	445,582
Dividends (Shares) & Distributions (OP Units) paid	$	11,763		$	7,914		EBITDA (Annualized)		89,568			82,676
AFFO		13,633			6,901		Debt/EBITDA - Core Portfolio and Opportunity Funds		5.5	x		5.4	x
AFFO Payout Ratio		86	%		115	%
							Debt6	$	444,241		$	382,653
Dividends (Shares) & Distributions (OP Units) paid	$	11,763		$	7,914		EBITDA (Annualized)		89,568			82,676
FAD		12,819			5,995		Net Debt/EBITDA - Core Portfolio and Opportunity Funds		5.0	x		4.6	x
FAD Payout Ratio		92	%		132	%
							NOI (Annualized)	$	66,252		$	58,056
							Debt		356,299			341,044
Notes:							Debt Yield - Core Portfolio		19	%		17.0	%
1Quarterly results are unaudited, although they reflect all adjustments,  which in the opinion of
management, are necessary for a fair presentation of operating  results for the interim periods.							NOI (Annualized)	$	66,252		$	58,056
The coverage ratios include the Company's pro-rata share  of FFO, AFFO, EBITDA, interest							Debt5		311,843			287,139
expense and principal amortization related to both the Company's  consolidated and							Net Debt Yield - Core Portfolio		21	%		20.2	%
unconsolidated investments in joint ventures.
2See page 8 for a calculation of EBITDA.							NOI (Annualized)	$	77,088		$	65,844
3Represents preferred distributions on Preferred Operating partnership Units.							Debt		496,941			445,582
4Includes the Company's pro-rata share of consolidated and unconsolidated joint venture debt.							Debt Yield - Core Portfolio and Opportunity Funds		16	%		14.8	%
5Reflects debt net of the current Core Portfolio cash balance at end of period.
6Reflects debt net of the current Core Portfolio and pro-rata share of the Opportunity Funds							NOI (Annualized)	$	77,088		$	65,844
cash balance at end of period.							Debt6		444,241			382,653
							Net Debt Yield - Core Portfolio and Opportunity Funds		17	%		17.2	%

- 15 -

Portfolio Debt - Summary
Reconciliation from Pro-Rata Share of Debt to GAAP Debt per Financial Statement
(in thousands)
	Acadia Pro-Rata Share of Debt 2																		Reconciliation to Consolidated Debt as Reported
																			Add:		Less:			Acadia
	Core Portfolio					Opportunity Funds					Total								Noncontrolling		Pro-rata Share of			Consolidated
	Principal		Interest			Principal		Interest			Principal		Interest			Fixed vs			Interest Share of		Unconsolidated			Debt
Mortgage Notes Payable	Balance		Rate			Balance		Rate			Balance		Rate			Variable			Consolidated Debt 3		Debt 4			As Reported
Fixed-Rate Debt 1	$	356,299		5.5	%	$	71,791		4.5	%	$	428,090		5.3	%		86	%	$	396,501	$	(48,370	)	$	776,221
Variable-Rate Debt		-		N/A			68,851		2.6	%		68,851		2.6	%		14	%		260,179		(4,072	)		324,958
Total	$	356,299		5.5	%	$	140,642		3.6	%	$	496,941		4.9	%		100	%	$	656,680	$	(52,442	)		1,101,179
Unamortized premium																									1,142
Total debt as reported																								$	1,102,321
Notes:
1 Fixed-rate debt includes notional principal fixed through swap transactions.
2 Represents the Company's pro-rata share of debt based on its percent ownership.
3 Represents the noncontrolling interest pro-rata share of consolidated partnership debt based on its percent ownership.
4 Represents the Company's pro-rata share of unconsolidated partnership debt based on its percent ownership.

- 16 -

Portfolio Debt - Detail
(in thousands)
		Principal Balance at			Acadia's Pro-rata Share					Interest		Maturity	Extension
Property	Entity	March 31, 2013			Percent		Amount			Rate		Date	Options
CORE PORTFOLIO
Fixed-Rate Debt
Clark Diversey	Acadia	$	4,308		100.0	%	$	4,308		6.35	%	7/1/2014	None
New Loudon Center	Acadia		13,566		100.0	%		13,566		5.64	%	9/6/2014	None
Crossroads Shopping Center	Crossroads JV		59,078		49.0	%		28,948		5.37	%	12/1/2014	None
Crescent Plaza	Acadia		16,954		100.0	%		16,954		4.98	%	9/6/2015	None
Pacesetter Park Shopping Center	Acadia		11,688		100.0	%		11,688		5.12	%	11/6/2015	None
Elmwood Park Shopping Center	Acadia		33,125		100.0	%		33,125		5.53	%	1/1/2016	None
Chicago Portfolio	Acadia		15,764		100.0	%		15,764		5.61	%	2/1/2016	None
The Gateway Shopping Center	Acadia		19,962		100.0	%		19,962		5.44	%	3/1/2016	None
Cambridge (Whole Foods)	Acadia		6,903		100.0	%		6,903		6.26	%	5/1/2016	None
Cambridge (Rite Aid)	Acadia		4,170		100.0	%		4,170		3.68	%	5/1/2016	1 x 60 mos.
Brandywine Town Center	Brandywine JV		166,200		22.2	%		36,933		5.99	%	7/1/2016	None
Walnut Hill Plaza	Acadia		23,120		100.0	%		23,120		6.06	%	10/1/2016	None
Rhode Island Place Shopping Center	Acadia		16,369		100.0	%		16,369		6.35	%	12/1/2016	None
Acadia Realty Trust (Convertible Notes)	Acadia		930		100.0	%		930		3.75	%	12/15/2016	None
239 Greenwich Avenue	Acadia		26,000		75.0	%		19,500		5.42	%	2/11/2017	None
639 West Diversey	Acadia		4,409		100.0	%		4,409		6.65	%	3/1/2017	None
Merrillville Plaza	Acadia		26,069		100.0	%		26,069		5.88	%	8/1/2017	None
A & P Shopping Plaza	Acadia		7,934		60.0	%		4,760		4.20	%	9/6/2022	None
Georgetown Portfolio	Acadia		18,406		50.0	%		9,203		4.72	%	11/10/2027	None
Interest rate swaps1	Acadia		59,618		100.0	%		59,618		4.76	%	Various
Sub-Total Fixed-Rate Debt			534,573					356,299		5.46	%
Variable-Rate Debt
Branch Plaza	Acadia		12,467		100.0	%		12,467		Libor + 225		9/30/2014	1 x 36 mos.
Unsecured Line of Credit2	Acadia		-		100.0	%		-		Libor + 155		1/31/2016	1 x 12 mos.
Village Commons Shopping Center	Acadia		9,163		100.0	%		9,163		Libor + 140		6/30/2018	None
West Diversey	Acadia		15,172		100.0	%		15,172		Libor + 190		4/27/2019	None
4401 N White Plains Road	Acadia		6,353		100.0	%		6,353		Libor + 190		9/1/2022	None
28 Jericho Turnpike	Acadia		16,463		100.0	%		16,463		Libor + 190		1/23/2023	None
Interest rate swaps1	Acadia		(59,618	)	100.0	%		(59,618	)	Libor + 190
Sub-Total Variable-Rate Debt			-					-		Libor + 190
Total Core Portfolio Debt		$	534,573				$	356,299		5.46	%

- 17 -

Portfolio Debt - Detail (continued)
(in thousands)
		Principal Balance at			Acadia's Pro-rata Share					Interest		Maturity	Extension
Property	Entity	March 31, 2013			Percent		Amount			Rate		Date	Options
OPPORTUNITY FUNDS
Fixed-Rate Debt
Lincoln Park Centre	Fund III	$	19,364		19.9	%	$	3,854		5.85	%	12/1/2013	None
Lincoln Road6	Fund III		19,764		18.9	%		3,737		6.14	%	8/11/2014	None
CityPoint	Fund II		20,000		18.8	%		3,766		7.25	%	11/1/2014	None
Arundel Plaza7	Fund III		9,136		17.9	%		1,637		5.60	%	4/1/2015	None
216th Street3	Fund II		25,500		19.8	%		5,054		5.80	%	10/1/2017	None
CityPoint	Fund II		160,000		18.8	%		30,126		4.75	%	20198	None
CityPoint	Fund II		5,262		18.8	%		991		1.00	%	8/23/2019	None
Interest rate swaps1	Funds II & III		117,979		19.2	%		22,626		2.96	%	Various
Sub-Total Fixed-Rate Debt			377,005					71,791		4.49	%
Variable-Rate Debt
Pelham Manor Shopping Plaza3	Fund II		33,759		19.8	%		6,691		Libor + 275		12/1/2013	None
Parkway Crossing7	Fund III		13,654		17.9	%		2,446		Libor + 220		1/1/2015	2 x 12 mos.
640 Broadway	Fund III		22,750		10.0	%		2,264		Libor + 295		7/1/2015	1 x 12 mos.
Heritage Shops	Fund III		21,000		19.9	%		4,179		Libor + 225		8/10/2015	2 x 12 mos.
CityPoint	Fund II		20,650		18.8	%		3,888		Libor + 250		8/12/2015	None
CityPoint	Fund II		20,000		18.8	%		3,766		Libor + 500		8/23/2015	1 x 12 mos.
Fordham Place3	Fund II		80,559		19.8	%		15,966		Libor + 300		9/25/2015	2 x 12 mos.
Cortlandt Towne Center	Fund III		73,303		19.9	%		14,587		Libor + 190		10/26/2015	None
New Hyde Park Shopping Center	Fund III		6,437		19.9	%		1,281		Libor + 225		11/10/2015	2 x 12 mos.
Acadia Strategic Opportunity IV LLC4	Fund IV		93,050		23.1	%		21,513		Libor + 165		11/20/2015	1 x 12 mos.
Nostrand Avenue	Fund III		12,957		19.9	%		2,578		Libor + 265		2/1/2016	2 x 12 mos.
White City Shopping Center5	Fund III		38,703		16.7	%		6,471		Libor + 260		12/23/2017	1 x 36 mos.
161st Street3	Fund II		29,500		19.8	%		5,847		Libor + 250		4/1/2018	None
Interest rate swaps1	Funds II & III		(117,979	)	19.2	%		(22,626	)	Libor + 232
Sub-Total Variable-Rate Debt			348,343					68,851		Libor + 244
Total Opportunity Funds Portfolio Debt		$	725,348				$	140,642		3.59	%

- 18 -

Portfolio Debt - Notes
(in thousands)
1The Company has hedged a portion of its variable-rate debt with variable to fixed-rate swap agreements as follows:
	Notional		Pro-rata		Average				Maturity
	principal		Share		Swap rate		All-in Rate		Date
Core Portfolio
	$	9,163	$	9,163	2.90	%	4.80	%	7/2/2018
		15,172		15,172	1.57	%	3.47	%	5/1/2019
		6,353		6,353	1.75	%	3.65	%	9/1/2022
		12,467		12,467	3.77	%	5.67	%	12/1/2022
		16,463		16,463	3.77	%	5.67	%	1/23/2023
		59,618		59,618	2.86	%	4.76	%
Opportunity Funds
		35,418		7,084	0.70	%	2.95	%	5/1/2015
		32,589		6,518	0.70	%	2.95	%	5/1/2015
		21,000		4,179	0.52	%	2.77	%	8/10/2015
		19,315		3,230	2.90	%	5.50	%	12/26/2017
		9,657		1,615	3.02	%	5.62	%	12/26/2017
		117,979		22,626	1.15	%	2.96	%
Total Core Portfolio and Opportunity Funds	$	177,597	$	82,244	1.63	%	2.99	%

2This is an unsecured revolving facility which has a current capacity up to $150,000 and can be increased to $300,000.

  The interest rate will vary based on levels of leverage. As of March 31, 2013, the interest rate is LIBOR + 155 basis points.

3Fund II is a 99.1% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 99.1% x 20%, or 19.8%.

4Total current availability under this facility is $150,000.  Fund IV also has the ability to increase the size of this facility to a total of $272,069.

5Fund III is an 84.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 84.0% x 19.9%, or 16.7%.

6Fund III is a 95.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 95.0% x 19.9%, or 18.9%.

7Fund III is a 90.0% joint venture partner on this investment. As such, Acadia's pro-rata share of the above debt is 90.0% x 19.9%, or 17.9%.

8The maturity date of this loan is five years after the final advancing of funds which is anticipated to occur during 2014.

- 19 -

Future Debt Maturities1
(in thousands)
Core Portfolio
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt		Fixed-Rate Debt		Variable-Rate Debt
2013	$	4,399	$	-	$	4,399	$	3,838	$	-	$	3,838	n/a		n/a		n/a
2014		5,972		86,500		92,472		5,181		57,374		62,555	5.05	%	5.47	%	2.45	%
2015		4,460		27,344		31,804		4,248		27,344		31,592	5.04	%	5.04	%	n/a
2016		2,857		280,509		283,366		2,637		151,242		153,879	5.88	%	5.88	%	n/a
2017		1,943		54,549		56,492		1,711		48,049		49,760	5.72	%	5.72	%	n/a
Thereafter		9,440		56,600		66,040		6,901		47,774		54,675	2.84	%	4.55	%	1.99	%
Total	$	29,071	$	505,502	$	534,573	$	24,516	$	331,783	$	356,299
Opportunity Funds
	Total Debt Maturities						Acadia's Pro-rata Share						Weighted Average Interest Rate of Maturing Debt
	Scheduled						Scheduled
Year	Amortization		Maturities		Total		Amortization		Maturities		Total		Total Debt		Fixed-Rate Debt		Variable-Rate Debt
2013	$	3,747	$	52,549	$	56,296	$	719	$	10,431	$	11,150	4.00	%	5.85	%	2.95	%
2014		4,593		39,179		43,772		850		7,393		8,243	6.71	%	6.71	%	n/a
2015		3,595		352,780		356,375		650		70,083		70,733	2.68	%	5.60	%	2.61	%
2016		707		11,397		12,104		120		2,269		2,389	2.85	%	n/a		2.85	%
2017		576		61,463		62,039		96		11,067		11,163	4.04	%	5.80	%	2.80	%
Thereafter		-		194,762		194,762		-		36,964		36,964	4.34	%	4.63	%	2.70	%
Total	$	13,218	$	712,130	$	725,348	$	2,435	$	138,207	$	140,642

Note:

1 Does not include any applicable extension options

- 20 -

Core Portfolio Retail Properties - Detail
														Leased
		Year	Acadia's		Gross Leaseable Area			In Place Occupancy						Occupancy		Annualized Base Rent PSF
Property	Anchors	Acquired	interest		Anchors	Shops	Total	Anchors		Shops		Total		Total		Anchors		Shops		Total
NEW YORK
Connecticut
239 Greenwich Avenue	-	1998	75.0	%	-	16,834	16,834	-		100.0	%	100.0	%	100.0	%	$	-	$	92.35	$	92.35
181 Main Street	-	2012	100.0	%	-	11,350	11,350	-		100.0	%	100.0	%	100.0	%		-		74.48		74.48
					-	28,184	28,184	-		100.0	%	100.0	%	100.0	%		-		85.15		85.15
New Jersey
Elmwood Park Shopping Center	Walgreens, Pathmark (A&P)	1998	100.0	%	62,610	86,652	149,262	100.0	%	94.6	%	96.9	%	96.9	%		25.26		25.05		25.14
A & P Shopping Plaza	A&P	2006	60.0	%	49,463	13,278	62,741	100.0	%	100.0	%	100.0	%	100.0	%		19.21		29.71		21.43
60 Orange Street	Home Depot	2012	98.0	%	101,715	-	101,715	100.0	%	-		100.0	%	100.0	%		6.83		-		6.83
Total - New Jersey					213,788	99,930	313,718	100.0	%	95.3	%	98.5	%	98.5	%		15.09		25.70		18.36
New York
Village Commons Shopping Center	-	1998	100.0	%	-	87,330	87,330	-		95.4	%	95.4	%	95.4	%		-		30.67		30.67
Branch Plaza	LA Fitness, CVS	1998	100.0	%	74,050	52,223	126,273	75.7	%	90.0	%	81.6	%	81.6	%		21.35		29.44		25.04
Amboy Center	Stop & Shop (Ahold)	2005	100.0	%	37,266	26,024	63,290	100.0	%	100.0	%	100.0	%	100.0	%		20.00		43.90		29.83
Bartow Avenue	-	2005	100.0	%	-	14,676	14,676	-		92.8	%	92.8	%	100.0	%		-		30.91		30.91
Pacesetter Park Shopping Center	Stop & Shop (Ahold)	1999	100.0	%	52,052	45,531	97,583	100.0	%	88.4	%	94.6	%	94.6	%		8.24		18.66		12.78
LA Fitness	LA Fitness	2007	100.0	%	55,000	-	55,000	100.0	%	-		100.0	%	100.0	%		25.30		-		25.30
East 17th Street	Barnes & Noble	2008	100.0	%	10,382	-	10,382	100.0	%	-		100.0	%	100.0	%		60.20		-		60.20
Crossroads Shopping Center1	Kmart, Home Goods, Modell's	1998	49.0	%	201,296	108,227	309,523	81.0	%	70.5	%	77.3	%	78.1	%		9.93		45.13		21.15
Third Avenue	Planet Fitness	2006	100.0	%	21,650	18,670	40,320	100.0	%	55.3	%	79.3	%	79.3	%		21.65		19.19		20.85
Mercer Street	-	2011	100.0	%	-	3,375	3,375	-		100.0	%	100.0	%	100.0	%		-		116.93		116.93
28 Jericho Turnpike	Kohl's	2012	100.0	%	96,363	-	96,363	100.0	%	-		100.0	%	100.0	%		17.12		-		17.12
4401 White Plains Road	Walgreens	2011	100.0	%	12,964	-	12,964	100.0	%	-		100.0	%	100.0	%		48.21		-		48.21
83 Spring Street	-	2012	100.0	%	-	3,000	3,000	-		100.0	%	100.0	%	100.0	%		-		207.96		207.96
Total - New York					561,023	359,056	920,079	90.0	%	84.4	%	87.8	%	88.2	%		17.33		35.99		24.33
Total New York					774,811	487,170	1,261,981	92.7	%	87.6	%	90.7	%	91.0	%	$	16.67	$	36.94	$	24.22
NEW ENGLAND
Connecticut
Town Line Plaza2	Wal-Mart, Stop & Shop (Ahold)	1998	100.0	%	163,159	43,187	206,346	100.0	%	88.9	%	97.7	%	97.7	%	$	14.72	$	17.54	$	15.76
Massachusetts
Methuen Shopping Center	Wal-Mart, Market Basket	1998	100.0	%	120,004	10,017	130,021	100.0	%	100.0	%	100.0	%	100.0	%		6.66		22.84		7.91
Crescent Plaza	Home Depot, Shaw's (Supervalu)	1993	100.0	%	156,985	61,152	218,137	100.0	%	79.0	%	94.1	%	94.1	%		7.51		11.84		8.53
Cambridge	Whole Foods, Rite Aid	2012	100.0	%	54,226	-	54,226	100.0	%	-		100.0	%	100.0	%		20.85		-		20.85
Total - Massachusetts					331,215	71,169	402,384	100.0	%	81.9	%	96.8	%	96.8	%		9.39		13.73		10.04
New York
New Loudon Center	Marshalls, Price Chopper,	1993	100.0	%	251,058	4,615	255,673	100.0	%	100.0	%	100.0	%	100.0	%		7.28		28.26		7.66
	Raymour & Flanigan
Rhode Island
Walnut Hill Plaza	Sears, Shaw's (Supervalu)	1998	100.0	%	187,910	96,807	284,717	100.0	%	59.8	%	86.3	%	86.3	%		6.87		13.46		8.42
Vermont
The Gateway Shopping Center	Shaw's (Supervalu)	1999	100.0	%	73,184	28,471	101,655	100.0	%	100.0	%	100.0	%	100.0	%		18.50		21.72		19.40
Total New England					1,006,526	244,249	1,250,775	100.0	%	76.8	%	95.5	%	95.5	%	$	9.40	$	15.99	$	10.53
Notes:
General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced. Residential and office GLA is excluded.
1The Company has a 49% interest in this unconsolidated investment.
2Anchor GLA includes a 97,300 square foot Wal-Mart store which is not owned by the Company. This square footage has been excluded for calculating annualized
base rent per square foot.

- 21 -

Core Portfolio Retail Properties - Detail (continued)
														Leased
		Year	Acadia's		Gross Leaseable Area			Occupancy						Occupancy		Annualized Base Rent
Property	Anchors	Acquired	interest		Anchors	Shops	Total	Anchors		Shops		Total		Total		Anchors		Shops		Per Sq. Ft.
MIDWEST
Illinois
Hobson West Plaza	Garden Fresh Markets	1998	100.0	%	51,692	47,445	99,137	100.0	%	92.0	%	96.2	%	96.2	%	$	4.64	$	20.84	$	12.06
Clark Diversey	Vitamin Shoppe	2006	100.0	%	-	19,265	19,265	-		100.0	%	100.0	%	100.0	%		-		44.97		44.97
651-671 West Diversey	Trader Joe's, Urban Outfitters	2011	100.0	%	16,500	29,759	46,259	100.0	%	100.0	%	100.0	%	100.0	%		54.55		33.50		41.01
639 West Diversey	-	2012	100.0	%	-	12,557	12,557	-		100.0	%	100.0	%	100.0	%		-		53.05		53.05
930 North Rush Street	Lululemon	2012	100.0	%	-	2,930	2,930	-		100.0	%	100.0	%	100.0	%		-		391.59		391.59
664 N. Michigan Avenue	Tommy Bahama, Ann Taylor Loft	2013	100.0	%	-	18,141	18,141	-		100.0	%	100.0	%	100.0	%		-		232.00		232.00
Chicago Street Retail Portfolio1	-	2011/2012	100.0	%	-	115,017	115,017	-		88.4	%	88.4	%	88.9	%		-		44.37		44.37
Total - Illinois					68,192	245,114	313,306	100.0	%	93.0	%	94.5	%	94.7	%		16.72		58.37		48.78
Indiana
Merrillville Plaza	JC Penney, Office Max,	1998	100.0	%	123,369	112,455	235,824	100.0	%	82.2	%	91.5	%	91.5	%		10.40		18.02		13.66
	TJ Maxx
Michigan
Bloomfield Towne Square	Best Buy, Home Goods,	1998	100.0	%	153,839	82,837	236,676	100.0	%	94.0	%	97.9	%	97.9	%		10.94		22.01		14.66
	TJ Maxx, Dick's Sporting Goods
Ohio
Mad River Station	Babies 'R' Us, Office Depot	1999	100.0	%	58,185	67,944	126,129	100.0	%	68.7	%	83.1	%	83.1	%		9.49		16.53		12.63
Total Midwest					403,585	508,350	911,935	100.0	%	87.5	%	93.0	%	93.1	%	$	11.54	$	39.23	$	26.06
MID-ATLANTIC
New Jersey
Marketplace of Absecon	Rite Aid, Dollar Tree	1998	100.0	%	47,915	56,847	104,762	56.7	%	92.1	%	75.9	%	75.9	%	$	20.34	$	14.99	$	16.82
Delaware
Brandywine Town Center2	Lowes, Bed Bath & Beyond,	2003	22.2	%	827,471	48,208	875,679	97.0	%	92.1	%	96.7	%	96.7	%		15.54		17.01		15.62
	Target, Dick's Sporting Goods
Market Square Shopping Center2	TJ Maxx, Trader Joe's	2003	22.2	%	42,850	59,197	102,047	100.0	%	93.7	%	96.4	%	98.1	%		16.41		31.23		24.77
Naamans Road2	-	2006	22.2	%	-	19,984	19,984	-		100.0	%	100.0	%	100.0	%		-		41.91		41.91
Total - Delaware					870,321	127,389	997,710	97.1	%	94.1	%	96.7	%	96.9	%		15.59		27.74		17.10
Pennsylvania
Mark Plaza	Kmart	1993	100.0	%	104,956	1,900	106,856	100.0	%	100.0	%	100.0	%	100.0	%		1.95		18.95		2.25
Plaza 422	Home Depot, Dunham Sports	1993	100.0	%	139,968	16,311	156,279	100.0	%	100.0	%	100.0	%	100.0	%		4.60		9.34		5.09
Route 6 Plaza	Kmart	1994	100.0	%	146,498	29,021	175,519	81.7	%	94.8	%	83.9	%	87.8	%		5.75		13.18		7.14
Chestnut Hill3	-	2006	100.0	%	-	37,646	37,646	-		85.8	%	85.8	%	100.0	%		-		19.37		19.37
Abington Towne Center4	Target, TJ Maxx	1998	100.0	%	184,616	31,662	216,278	100.0	%	70.4	%	95.7	%	95.7	%		10.50		31.95		20.20
Total - Pennsylvania					576,038	116,540	692,578	95.3	%	86.1	%	93.8	%	95.6	%		4.65		18.83		7.54
District of Columbia
Rhode Island Place Shopping Center	TJ Maxx	2012	100.0	%	24,996	32,533	57,529	100.0	%	100.0	%	100.0	%	100.0	%		12.50		40.27		28.21
1739-53 & 1801-03 Connecticut Avenue	-	2012	100.0	%	-	22,907	22,907	-		92.7	%	92.7	%	92.7	%		-		53.48		53.48
Georgetown Portfolio5	-	2011	50.0	%	-	27,666	27,666	-		96.4	%	96.4	%	96.4	%		-		67.95		67.95
Total - District of Columbia					24,996	83,106	108,102	100.0	%	96.8	%	97.5	%	97.5	%		12.50		52.94		43.35
Total Mid-Atlantic					1,519,270	383,882	1,903,152	95.2	%	91.9	%	94.6	%	95.3	%	$	12.30	$	29.06	$	15.91
TOTAL CORE PROPERTIES					3,704,192	1,623,651	5,327,843	96.5	%	87.0	%	93.6	%	94.0	%	$	12.36	$	32.91	$	18.49
TOTAL CORE PROPERTIES - weighted based on ownership interest					2,902,776	1,446,019	4,348,795	96.9	%	86.9	%	93.6	%	94.0	%	$	10.52	$	32.36	$	17.26

Notes:

General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced. Residential and office GLA is excluded. West 54th Street is under redevelopment.

1Includes 19 properties

2The Company has a 22.2% interest in this investment.

3This consists of two separate buildings.

4Anchor GLA includes a 157,616 square foot Target store which is not owned by the Company. This square footage has been excluded for calculating annualized

 base rent per square foot.

5Includes six properties (1533 Wisconsin Ave., 3025 M St., 3034 M St., 3146 M St., 3259-61 M St. and 2809 M St.)

 The Company has a 50% interest in this unconsolidated portfolio.

- 22 -

Core Portfolio Retail Properties by State - Summary
												Annualized Base Rent
					Gross Leasable Area			Occupancy				per Occupied Square Foot
		Ownership	Percent of	Number of
State		%	base rent1	properties	Anchors 2	Shops	Total	Anchors	Shops	Total		Anchors		Shops		Totals
	Connecticut	90.4%	5.2%	3	163,159	71,371	234,530	100.0%	93.3%	98.0%	$	14.72	$	46.16	$	30.52
	Delaware	22.2%	5.2%	3	870,321	127,389	997,710	97.1%	94.1%	96.7%		15.59		27.74		17.10
	District of Columbia	80.2%	5.2%	8	24,996	83,106	108,102	100.0%	96.8%	97.5%		12.50		52.94		43.35
	Illinois	100.0%	20.6%	25	68,192	245,114	313,306	100.0%	93.0%	94.5%		16.72		58.37		48.78
	Indiana	100.0%	4.2%	1	123,369	112,455	235,824	100.0%	82.2%	91.5%		10.40		18.02		13.66
	Massachusetts	100.0%	5.6%	3	331,215	71,169	402,384	100.0%	81.9%	96.8%		9.39		13.73		10.04
	Michigan	100.0%	4.8%	1	153,839	82,837	236,676	100.0%	94.0%	97.9%		10.94		22.01		14.66
	New Jersey	90.3%	9.2%	4	261,703	156,777	418,480	92.1%	94.1%	92.9%		15.68		21.90		18.05
	New York	86.9%	27.1%	14	812,081	363,671	1,175,752	93.1%	84.6%	90.5%		14.00		35.88		20.33
	Ohio	100.0%	1.9%	1	58,185	67,944	126,129	100.0%	68.7%	83.1%		9.49		16.53		12.63
	Pennsylvania	100.0%	5.3%	5	576,038	116,540	692,578	95.3%	86.1%	93.8%		4.65		18.83		7.54
	Rhode Island	100.0%	2.9%	1	187,910	96,807	284,717	100.0%	59.8%	86.3%		6.87		13.46		8.42
	Vermont	100.0%	2.8%	1	73,184	28,471	101,655	100.0%	100.0%	100.0%		18.50		21.72		19.40
Total - Core Portfolio			100.0%	70	3,704,192	1,623,651	5,327,843	96.5%	87.0%	93.6%	$	12.36	$	32.91	$	18.49
	Notes:
	General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.
	1The Company's pro-rata share of base rent from joint venture properties has been included for the purpose of calculating percentage of base rent by state.
	2Anchor GLA includes a total of 254,916 square feet which is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.

- 23 -

Core Portfolio Top Tenants - Ranked by Annual Base Rent (ABR)
		Pro-Rata
	Number of stores	Combined			Percentage of Total
	in Core				Percentage of
Tenant	portfolio	GLA	Base Rent		Portfolio GLA	Base Rent
Supervalu (Shaw's)	3	175,801	$	2,420,980	4.0%	3.4%
LA Fitness	2	100,000		2,336,500	2.3%	3.3%
Ann Taylor Loft	2	14,174		2,023,938	0.3%	2.9%
Stop and Shop (Ahold)	3	155,177		1,936,339	3.6%	2.8%
Home Depot	3	312,718		1,794,996	7.2%	2.6%
A&P	2	77,451		1,716,552	1.8%	2.4%
Kohl's	1	96,363		1,650,000	2.2%	2.3%
TJX Companies	8	209,198		1,616,339	4.8%	2.3%
-- TJ Maxx	5	120,123		854,724	2.8%	1.2%
-- Marshalls	1	37,212		158,151	0.9%	0.2%
-- Home Goods	2	51,863		603,464	1.2%	0.9%
Sears	4	334,669		1,428,078	7.7%	2.0%
-- Kmart	3	273,969		1,170,078	6.3%	1.7%
-- Sears	1	60,700		258,000	1.4%	0.4%
Walgreens	3	37,499		1,366,748	0.9%	1.9%
TD Bank	2	14,700		1,028,996	0.3%	1.5%
JP Morgan Chase Bank	6	30,344		1,028,751	0.7%	1.5%
Trader Joe's	2	19,094		961,105	0.4%	1.4%
Dicks Sporting Goods	2	59,805		849,471	1.4%	1.2%
Sleepy's	5	33,441		821,102	0.8%	1.2%
Rite Aid	2	26,633		764,030	0.6%	1.1%
Citibank	4	13,283		685,825	0.3%	1.0%
Pier 1 Imports	3	24,696		677,547	0.6%	1.0%
Dollar Tree	7	63,816		653,499	1.5%	0.9%
Capital One Bank	2	8,778		615,036	0.2%	0.9%
TOTAL	66	1,807,641	$	26,375,832	41.6%	37.5%
Notes:
1Includes the Company's pro-rata share of unconsolidated joint ventures.

- 24 -

Core Portfolio Lease Expirations
	Anchor Tenants					Shop Tenants					Total Tenants
		Gross Leased Area		Base Rent			Gross Leased Area		Base Rent			Gross Leased Area		Base Rent
	No. of Leases	Expiring	Percent		Percent	No. of Leases	Expiring	Percent		Percent	No. of Leases	Expiring	Percent		Percent
Year	Expiring	SF	of Total	PSF	of Total	Expiring	SF	of Total	PSF	of Total	Expiring	SF	of Total	PSF	of Total
M to M1	-	-	-	-	-	8	13,168	0.9%	$        24.39	0.7%	8	13,168	0.3%	$   24.39	0.4%
2013	7	281,204	8.5%	11.25	7.7%	41	106,953	7.6%	24.55	5.7%	48	388,157	8.2%	14.92	6.6%
2014	8	319,165	9.6%	10.48	8.1%	64	237,283	16.8%	30.02	15.3%	72	556,448	11.8%	18.81	12.0%
2015	6	274,639	8.3%	13.96	9.3%	40	152,773	10.8%	22.83	7.5%	46	427,412	9.0%	17.13	8.4%
2016	7	272,962	8.2%	10.58	7.0%	53	240,375	17.0%	23.96	12.4%	60	513,337	10.8%	16.85	9.9%
2017	6	311,806	9.4%	11.80	9.0%	41	178,491	12.6%	35.45	13.6%	47	490,297	10.4%	20.41	11.4%
2018	3	330,649	10.0%	11.39	9.2%	28	110,953	7.9%	34.48	8.2%	31	441,602	9.3%	17.19	8.7%
2019	6	136,521	4.1%	8.44	2.8%	17	44,335	3.1%	52.06	5.0%	23	180,856	3.8%	19.13	4.0%
2020	5	329,713	9.9%	12.08	9.7%	18	54,655	3.9%	32.74	3.9%	23	384,368	8.1%	15.02	6.6%
2021	8	310,001	9.3%	11.69	8.8%	16	81,188	5.7%	28.05	4.9%	24	391,189	8.3%	15.08	6.7%
2022	2	69,837	2.1%	26.15	4.4%	23	96,644	6.8%	34.49	7.2%	25	166,481	3.5%	30.99	5.9%
2023	2	98,805	3.0%	12.61	3.0%	7	33,477	2.4%	32.37	2.3%	9	132,282	2.8%	17.61	2.7%
Thereafter	12	585,200	17.6%	14.60	20.8%	11	61,878	4.4%	100.37	13.4%	23	647,078	13.7%	22.80	16.9%
Total	72	3,320,502	100.0%	$  12.36	100.0%	367	1,412,173	100.0%	$      32.91	100.0%	439	4,732,675	100.0%	$  18.49	100.0%
		254,916	Anchor GLA Owned by Tenants									254,916	Anchor GLA Owned by Tenants
		128,774	Total Vacant				211,478	Total Vacant				340,252	Total Vacant
		3,704,192	Total Square Feet				1,623,651	Total Square Feet				5,327,843	Total Square Feet
Notes:
1 Leases currently under month to month or in process of renewal

- 25 -

Core Portfolio - New and Renewal Rent Spreads 1
	Period ended
	March 31, 2013
	Cash2	GAAP3
New leases
Number of new leases executed	3	3
GLA	11,676	11,676
New base rent	$82.58	$109.29
Previous base rent (and percentage rent)	$72.31	$72.24
Percentage growth in base rent	14.2%	51.3%
Average cost per square foot	$40.05	$40.05
Weighted Average Lease Term (years)	11.9	11.9
Renewal leases
Number of renewal leases executed	13	13
GLA	75,493	75,493
New base rent	$17.50	$17.71
Expiring base rent (and percentage rent)	$17.26	$16.90
Percentage growth in base rent	1.4%	4.8%
Average cost per square foot	$0.06	$0.06
Weighted Average Lease Term (years)	4.2	4.2
Total new and renewal Leases
Number of new and renewal leases executed	16	16
GLA commencing	87,169	87,169
New base rent	$26.22	$29.98
Expiring base rent (and percentage rent)	$24.63	$24.31
Percentage growth in base rent	6.4%	23.3%
Average cost per square foot	$5.42	$5.42
Weighted Average Lease Term (years)	5.2	5.2
Notes:
1Based on lease execution dates. Does not include leased square footage and costs
related to first generation space and the Company's major redevelopment
projects; renewal leases include exercised options.
2Rents have not been calculated on a straight-line basis. Previous/expiring rent is that as of time
of expiration and includes any percentage rent paid as well. New rent is that which is paid at commencement.
3Rents are calculated on a straight-line basis.

- 26 -

Core Portfolio Capital Expenditures
Current Quarter
	Current Quarter
	3 months ended		Prior Year ended
	March 31, 2013		December 31, 2012
Leasing Commissions	$	647	$	1,916
Tenant Improvements		1,192		4,274
Capital Expenditures		46		1,523
Total Capital Expenditures	$	1,885	$	7,713

- 27 -

Property Demographics - Core
							3-Mile Radius2
				Base		Total	Total	#	Median HH		Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income		Income
	Core
	239 Greenwich Avenue	Greenwich	CT	$	1,554,663	16,834	66,764	24,760	$	126,648	$	180,475
	Elmwood Park Shopping Center	Elmwood Park	NJ		3,635,326	149,262	254,598	84,884		59,534		70,827
	A & P Shopping Plaza	Boonton	NJ		1,344,488	62,741	46,839	17,923		103,943		129,441
	Village Commons Shopping Center	Smithtown	NY		2,556,308	87,330	66,766	23,288		111,019		137,242
	The Branch Plaza	Smithtown	NY		2,579,339	126,273	66,916	23,389		110,173		136,382
	Amboy Road	Staten Island	NY		1,887,705	63,290	147,590	54,454		87,821		103,110
	Bartow Avenue	Bronx	NY		420,687	14,676	571,167	212,683		47,950		59,131
	Pacesetter Park Shopping Center	Pomona	NY		1,179,819	97,583	35,902	11,177		106,212		124,240
	LA Fitness	Staten Island	NY		1,391,500	55,000	121,318	43,079		78,203		90,627
	West 54th Street	Manhattan	NY		1,360,838	5,782	1,223,652	627,833		89,958		147,056
	East 17th Street	Manhattan	NY		625,000	10,382	1,059,535	542,170		91,411		144,163
	Crossroads Shopping Center	White Plains	NY		5,061,806	309,523	108,529	42,787		93,274		125,433
	Third Avenue	Yonkers	NY		666,631	40,320	1,218,498	437,804		35,045		51,736
	Mercer Street	Manhattan	NY		394,655	3,375	923,759	452,623		85,085		129,584
	4401 White Plains Road	White Plains	NY		623,884	3,000	565,820	212,940		52,461		66,174
	Town Line Plaza	Rocky Hill	CT		1,642,985	206,346	46,398	19,516		78,060		91,541
	Methuen Shopping Center	Methuen	MA		1,027,936	130,021	93,621	33,353		51,101		60,867
	Crescent Plaza	Brockton	MA		1,750,365	218,137	98,732	35,274		57,418		66,869
	Cambridge	Cambridge	MA		1,130,470	54,226	489,136	215,122		68,158		97,306
	New Loudon Center	Latham	NY		1,959,124	255,673	45,708	18,694		65,042		78,848
	Walnut Hill Plaza	Woonsocket	RI		2,069,763	284,717	63,856	25,805		56,673		65,553
	The Gateway Shopping Center	So. Burlington	VT		1,972,173	101,655	50,684	19,217		51,090		66,456
	Hobson West Plaza	Naperville	IL		1,149,510	99,137	124,307	43,292		107,747		133,753
	Clark & Diversey	Chicago	IL		866,302	19,265	403,737	217,875		74,156		112,282

- 28 -

Property Demographics - Core (continued)
							3-Mile Radius2
				Base		Total	Total	#	Median HH		Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income		Income
	651-671 West Diversey	Chicago	IL	$	1,896,925	46,259	406,188	218,945	$	74,095	$	112,128
	Chicago Urban/Street Retail Portfolio1	Chicago	IL		4,509,105	115,017	434,100	230,477		76,442		111,255
	930 North Rush St	Chicago	IL		1,147,368	2,930	322,469	180,483		80,823		123,146
	Merrillville Plaza	Hobart	IN		2,948,421	235,824	28,084	11,444		51,584		58,223
	Bloomfield Town Square	Bloomfield Hills	MI		3,396,624	236,676	56,262	22,488		70,867		102,286
	Mad River Station	Dayton	OH		1,323,959	126,129	63,784	27,917		58,431		70,473
	Marketplace of Absecon	Absecon	NJ		1,337,507	104,762	32,818	11,478		62,164		74,221
	Brandywine/Mkt Sq./Naamans Rd 3	Wilmington	DE		16,501,914	997,710	506,735	195,267		73,167		91,259
	Mark Plaza	Edwardsville	PA		240,664	106,856	88,065	37,263		37,520		47,049
	Plaza 422	Lebanon	PA		795,852	156,279	45,898	18,145		43,042		52,403
	Route 6 Plaza	Honesdale	PA		1,050,708	175,519	45,996	18,427		97,614		119,789
	Chestnut Hill	Philadelphia	PA		625,574	37,646	144,928	61,588		62,496		78,437
	Abington Towne Center	Abington	PA		996,012	216,278	89,061	35,063		76,999		95,632
	Georgetown Portfolio	Georgetown	DC		1,812,041	27,666	310,075	155,858		85,815		118,080
	28 Jericho Turnpike	Westbury	NY		1,650,000	96,363	107,066	34,486		104,342		132,026
	Rhode Island Place Shopping Center	Washington	DC		1,622,629	57,529	336,016	153,378		65,558		87,768
	83 Spring Street	Manhattan	NY		623,884	3,000	963,271	475,088		85,441		130,755
	60 Orange Street	Bloomfield	NJ		695,000	101,715	338,341	128,101		58,320		66,931
	639 West Diversey	Chicago	IL		666,091	12,557	403,961	219,828		77,275		92,129
	1739-53 & 1801-03 Connecticut Avenue	Washington	DC		1,135,149	22,907	333,711	162,783		84,576		111,570
	181 Main Street	Westport	CT		845,300	11,350	46,414	17,188		160,357		196,576
	664 N Michigan	Chicago	IL		4,208,688	18,141	294,108	165,234		80,658		98,142
Total Core 2
Average - Total				$	1,851,681	110,910	271,249	125,435	$	74,079	$	96,654
Weighted Average - Based on base rent							242,366	110,391	$	77,652	$	100,450
Notes:
1 Calculations comprised of nineteen individual properties.
2 Calculations have been pro-rated based on the Company's ownership % in joint ventures.
3 Calculations based on 10 miles radius2demographics given the unique position of these assets in the market

- 29 -

Property Demographics - Funds
							3-Mile Radius2
				Base		Total	Total	#	Median HH		Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income		Income
	Fund II
	Pelham Manor Shopping Plaza	Westchester	NY	$	5,808,604	228,493	374,733	141,676	$	57,019	$	73,516
	400 East Fordham Road	Bronx	NY		10,389,809	262,407	1,200,592	421,615		37,257		48,075
	216th Street	Manhattan	NY		2,574,000	60,000	935,948	329,442		37,176		55,430
	161st Street	Bronx	NY		5,488,062	232,252	1,251,086	444,325		32,321		47,196
Fund II 2
Average - Total				$	6,065,119	195,788	940,590	334,265	$	40,943	$	56,054
Weighted Average - Based on base rent							986,203	349,948	$	40,863	$	54,748
	Fund III
	Cortlandt Towne Center	Mohegan Lake	NY	$	9,521,027	639,983	49,183	17,702	$	88,812	$	104,358
	640 Broadway	Manhattan	NY		662,103	4,409	987,988	492,393		86,341		133,275
	New Hyde Park Shopping Center	New Hyde Park	NY		570,423	31,431	195,564	70,172		101,624		129,444
	White City	Shrewsbury	MA		5,408,616	256,909	101,062	40,736		52,003		64,348
	Parkway Crossing	Parkville	MD		1,444,656	265,116	184,242	74,094		59,047		70,053
	Lincoln Road	Miami Beach	FL		3,301,808	59,677	58,267	36,318		74,282		98,785
	Heritage Shops	Chicago	IL		3,127,702	95,740	289,135	155,570		76,609		116,432
	Lincoln Park Center	Chicago	IL		1,631,351	62,745	438,736	235,290		77,360		116,754
	Nostrand Avenue	Brooklyn	NY		1,437,071	42,772	523,929	196,324		52,056		64,456
	Arundel Plaza	Glen Burnie	MD		1,444,656	265,116	76,060	28,613		58,913		65,941
Fund III 2
Average - Total				$	2,854,941	172,390	290,417	134,721	$	72,705	$	96,385
Weighted Average - Based on base rent							176,315	80,979	$	82,585	$	105,036
	Fund IV
	1701 Belmont Avenue	Catonsville	MD	$	936,166	58,674	109,807	43,674	$	59,150	$	65,356
	Lincoln Road	Miami Beach	FL		5,259,273	54,453	58,267	36,318		74,282		98,785
Fund IV 2
Average - Total				$	3,097,720	56,564	84,037	39,996	$	66,716	$	82,071
Weighted Average - Based on base rent							65,704	37,379	$	72,098	$	93,961
Total - Core and Funds1
Average - Total				$	2,310,719	124,122	309,627	137,268	$	71,563	$	93,618
Weighted Average - Based on base rent							278,833	121,398	$	75,711	$	97,956
Notes:
1 Does not include the Kroger/Safeway Portfolio.
2 Calculations have been pro-rated based on the Company's ownership % in joint ventures.

- 30 -

Overview of Acadia Strategic Opportunity Funds
Item	FUND  I	FUND  II	FUND  III	FUND  IV
Date formed	September 2001	June 2004	May 2007	May 2012
Capital commited	$90 million	$300 million	$475 million	$540.6 million
			(Original was $503 million)
Capital funded	Fully funded	Fully funded	$341.0 million funded through March 31, 2013	$64.6 funded through March 31, 2013
Capital returned	All original capital and accumulated preference has been paid. Acadia is entitled to a Promote on all future distributions.	$84.5 million	$166.5 million	$0
Fund structure
Equity Contribution and	22.22% - Acadia	20% - Acadia	20% - Acadia	23% - Acadia
Cash flow distribution:	77.78% - Four institutional investors	80% - Six institutional investors	80% - 14 institutional investors	77% - 17 institutional investors
Distributions:	20% to Acadia once all partners (including Acadia) have received 9% preferred return and return of equity	20% to Acadia once all partners (including Acadia) have received 8% preferred return and return of equity	20% to Acadia once all partners (including cadia) have received 6% preferred return and return of equity	20% to Acadia once all partners (including Acadia) have received 6% preferred return and return of equity
	Remaining 80% is distributed to all the partners (including Acadia)	Remaining 80% is distributed to all the partners (including Acadia)	Remaining 80% is distributed to all the partners (including Acadia)	Remaining 80% is distributed to all the partners (including Acadia)
			All unfunded capital is anticipated to be used to complete existing projects
Fees to Acadia	Priority distribution fee equal to 1.5% of implied capital	Priority distribution fee equal to 1.5% of total committed capital	Priority distribution fee equal to 1.5% of total committed capital	Priority distribution fee equal to 1.5% of total committed capital
	Priority distribution fee equal to 4% of gross property revenues	Priority distribution fee equal to 4% of gross property revenues	Priority distribution fee equal to 4% of gross property revenues	Property management fee equal to 4% of gross property revenues
	Market rate leasing fees	Market rate leasing fees	Market rate leasing fees	Market rate leasing fees
	Market rate construction/project management fees	Market rate construction/project management fees	Market rate construction/project management fees	Market rate construction/project management fees
			Development fee equal to 3% of total project cost	Development fee equal to 3% of total project cost

- 31 -

Opportunity Fund Retail Properties - Detail
												Leased
				Year	Ownership	Gross Leasable Area			In Place Occupancy			Occupancy
			Anchors	Acquired	%	Anchors	Shops	Total	Anchors	Shops	Total	Total		Anchors		Shops		Total
Fund I Portfolio Detail
VARIOUS
Total - Fund I			Kroger/Safeway Portfolio (3 Properties)	2003	75%	97,500	-	97,500	69.2%	-	69.2%	69.2%	$	4.48	$	-	$	4.48
Fund II Portfolio Detail
NEW YORK
	New York
		Pelham Manor Shopping Plaza	BJ's Wholesale Club, PetSmart, Storage Post	2004	99.1%	169,512	58,981	228,493	100.0%	78.4%	94.4%	94.4%	$	24.82	$	34.66	$	26.93
		Fordham Place - Retail	Walgreens, Best Buy, 24 Hour Fitness, Sears	2004	99.1%	74,899	44,547	119,446	100.0%	100.0%	100.0%	100.0%		38.36		59.41		46.21
		Fordham Place - Office	NYC Dept of Education, PHI, FEGS, Children's Village	2004	99.1%	91,042	51,919	142,961	100.0%	100.0%	100.0%	100.0%		34.71		32.94		34.07
		216th Street	NYC Human Resources Administration	2005	99.1%	60,000	-	60,000	100.0%	-	100.0%	100.0%		42.90		-		42.90
		161st Street1	Various New York City & State agencies	2005	99.1%	107,026	125,226	232,252	100.0%	74.4%	86.2%	93.3%		26.50		28.45		27.41
Total - Fund II						502,479	280,673	783,152	100.0%	84.0%	94.3%	96.4%	$	31.15	$	36.50	$	32.86
Fund III Portfolio Detail
NEW YORK
	New York
		Cortlandt Towne Center	Wal-Mart, Best Buy, A&P	2009	100.0%	472,901	167,082	639,983	95.6%	82.0%	92.1%	92.1%	$	13.94	$	23.46	$	16.16
		640 Broadway	Swatch	2012	50.0%	-	4,409	4,409	-	73.8%	73.8%	73.8%		-		203.54		203.54
		New Hyde Park Shopping Center	-	2011	100.0%	16,214	15,217	31,431	0.0%	81.9%	39.6%	82.2%		-		45.78		45.78
	Nostrand Avenue		-	2013	100.0%	-	42,772	42,772	-	76.9%	76.9%	76.9%		-		43.67		43.67
NEW ENGLAND
	Massachusetts
		White City Shopping Center	Shaw's (Supervalu)	2010	84.0%	131,839	125,070	256,909	85.6%	88.3%	86.9%	87.9%		15.54		33.10		24.23
MID-ATLANTIC
	Maryland
		Parkway Crossing	Home Depot, Shop Rite, Big Lots	2011	90.0%	192,836	67,405	260,241	100.0%	75.4%	93.6%	93.6%		3.65		25.12		8.13
		Arundel Plaza	Giant Food, Lowe's	2012	90.0%	231,920	33,196	265,116	100.0%	78.3%	97.3%	97.3%		3.90		20.75		5.60
SOUTHEAST
	Florida
		Lincoln Road	Starbucks, Sushi Samba	2012	95.0%	-	59,677	59,677	-	49.2%	49.2%	49.2%		-		112.48		112.48
MIDWEST
	Illinois
		Heritage Shops	LA Fitness, Loft	2011	100.0%	49,878	45,862	95,740	100.0%	63.9%	82.7%	83.1%		21.61		69.95		39.50
		Lincoln Park Centre	-	2012	100.0%	-	62,745	62,745	-	59.8%	59.8%	59.8%		-		43.51		43.51
Total - Fund III						1,095,588	623,435	1,719,023	94.9%	75.24%	87.77%	88.7%	$	10.34	$	39.10	$	19.28
Fund IV Portfolio Detail
MID-ATLANTIC
	Maryland
		1701 Belmont Avenue	Best Buy	2012	90.0%	58,674	-	58,674	100.0%	-	100.0%	100.0%	$	15.96	$	-	$	15.96
SOUTHEAST
	Florida
		Lincoln Road	-	2012	95.0%	-	54,453	54,453	-	98.8%	98.8%	98.8%		-		97.80		97.80
Total - Fund IV						58,674	54,453	113,127	100.0%	98.8%	99.4%	99.4%	$	15.96	$	97.80	$	55.09
	Notes:
	General note - The above occupancy and rent amounts do not include space which is currently leased, but for which rent payment has not yet commenced.
	The following Fund II, Fund III and Fund IV properties are currently undergoing construction or are in the design phase as further detailed under Redevelopment Projects.
		Property	Fund Ownership %
		Sherman Avenue	99.1%
		City Point	94.2%
		Sheepshead Bay	100.0%
		654 Broadway	100.0%
		Cortlandt Crossing	100.0%
		Broad Hollow Commons	100.0%
		3104 M Street	100.0%
		210 Bowery	100.0%
		1Currently operating, but redevelopment activities have commenced.

- 32 -

Opportunity Funds Lease Expirations
Fund I:
	Anchor Tenants
		Gross Leased Area			Base Rent
	No. of Leases	Expiring	Percent			Percent
Year	Expiring	SF	of Total		PSF	of Total
2014	2	67,500	100.0%	$	4.48	100.0%
Total	2	67,500	100.0%	$	4.48	100.0%
		30,000	Total Vacant
		97,500	Total Square Feet
Fund II:
	Anchor Tenants						Shop Tenants						Total Tenants
		Gross Leased Area			Base Rent			Gross Leased Area			Base Rent			Gross Leased Area			Base Rent
	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent
Year	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total
M to M1	-	-	-	$	-	-	1	9,967	4.2%	$	10.00	1.2%	1	9,967	1.3%	$	10.00	0.4%
2013	1	107,026	21.3%		26.50	18.1%	-	-	0.0%		-	0.0%	1	107,026	14.5%		26.50	11.7%
2015	-	-	0.0%		-	0.0%	1	5,081	2.2%		38.00	2.2%	1	5,081	0.7%		38.00	0.8%
2016	-	-	0.0%		-	0.0%	2	4,649	2.0%		37.63	2.0%	2	4,649	0.6%		37.63	0.7%
2018	-	-	0.0%		-	0.0%	2	33,321	14.1%		34.58	13.4%	2	33,321	4.5%		34.58	4.8%
2019	1	39,705	7.9%		44.00	11.2%	3	4,743	2.0%		78.94	4.3%	4	44,448	6.0%		47.73	8.7%
2020	-	-	0.0%		-	0.0%	3	16,309	6.9%		33.55	6.4%	3	16,309	2.2%		33.55	2.3%
2021	1	19,958	4.0%		21.20	2.7%	2	9,710	4.1%		28.25	3.2%	3	29,668	4.0%		23.51	2.9%
2022	1	47,792	9.5%		29.92	9.1%	4	27,450	11.6%		33.15	10.6%	5	75,242	10.2%		31.10	9.6%
2023	2	55,343	11.0%		29.09	10.3%	1	31,417	13.3%		36.00	13.1%	3	86,760	11.8%		31.59	11.3%
Thereafter	3	232,655	46.3%		32.68	48.6%	4	93,237	39.5%		40.26	43.6%	7	325,892	44.1%		34.85	46.8%
Total	9	502,479	100.0%	$	31.15	100.0%	23	235,884	100.0%	$	36.50	100.0%	32	738,363	100.0%	$	32.86	100.0%
		-	Total Vacant					44,789	Total Vacant					44,789	Total Vacant
		502,479	Total Square Feet					280,673	Total Square Feet					783,152	Total Square Feet
Fund III:
	Anchor Tenants						Shop Tenants						Total Tenants
		Gross Leased Area			Base Rent			Gross Leased Area			Base Rent			Gross Leased Area			Base Rent
	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent
Year	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total
M to M1	-	-	-	$	-	-	7	18,451	3.9%	$	21.10	2.1%	7	18,451	1.2%	$	21.10	1.3%
2013	-	-	-		-	-	14	35,463	7.6%		37.34	7.2%	14	35,463	2.4%		37.34	4.6%
2014	2	56,379	5.4%		16.12	8.5%	21	73,067	15.6%		31.73	12.6%	23	129,446	8.6%		24.93	11.1%
2015	3	81,465	7.8%		7.02	5.3%	13	26,644	5.7%		36.85	5.4%	16	108,109	7.2%		14.37	5.3%
2016	2	26,561	2.6%		8.00	2.0%	21	49,595	10.6%		39.26	10.6%	23	76,156	5.0%		28.35	7.4%
2017	2	52,131	5.0%		18.36	8.9%	13	54,065	11.5%		27.61	8.1%	15	106,196	7.0%		23.07	8.4%
2018	3	287,562	27.7%		12.54	33.5%	16	61,125	13.0%		34.04	11.3%	19	348,687	23.1%		16.31	19.5%
2019	1	179,944	17.3%		4.62	7.7%	9	29,959	6.4%		71.36	11.7%	10	209,903	13.9%		14.14	10.2%
2020	-	-	-		-	-	4	9,046	1.9%		23.60	1.2%	4	9,046	0.6%		23.60	0.7%
2021	1	35,601	3.4%		10.76	3.6%	6	26,174	5.6%		37.59	5.4%	7	61,775	4.1%		22.13	4.7%
2022	1	65,028	6.3%		17.00	10.3%	11	36,188	7.7%		50.37	9.9%	12	101,216	6.7%		28.93	10.1%
2023	2	38,836	3.7%		15.49	5.6%	2	19,528	4.2%		44.06	4.7%	4	58,364	3.9%		25.05	5.0%
Thereafter	3	216,153	20.8%		7.26	14.6%	8	29,767	6.3%		60.02	9.7%	11	245,920	16.3%		13.65	11.5%
Total	20	1,039,660	100.0%	$	10.34	100.0%	145	469,072	100.0%	$	39.10	100.0%	165	1,508,732	100.0%	$	19.28	100.0%
		55,928	Total Vacant					154,363	Total Vacant					210,291	Total Vacant
		1,095,588	Total Square Feet					623,435	Total Square Feet					1,719,023	Total Square Feet
Fund IV:
	Anchor Tenants						Shop Tenants						Total Tenants
		Gross Leased Area			Base Rent			Gross Leased Area			Base Rent			Gross Leased Area			Base Rent
	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent	No. of Leases	Expiring	Percent			Percent
Year	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total	Expiring	SF	of Total		PSF	of Total
M to M1	-	-	-	$	-	-	1	6,860	12.6%	$	82.43	10.8%	1	6,860	6.1%	$	82.43	9.1%
2013	-	-	-		-	-	4	5,736	10.5%		95.37	10.4%	4	5,736	5.1%		95.37	8.8%
2014	-	-	-		-	-	2	3,278	6.0%		127.92	8.0%	2	3,278	2.9%		127.92	6.8%
2015	-	-	-		-	-	2	2,726	5.0%		116.92	6.1%	2	2,726	2.4%		116.92	5.1%
2016	-	-	-		-	-	1	3,625	6.7%		90.64	6.2%	1	3,625	3.2%		90.64	5.3%
2017	-	-	-		-	-	1	5,288	9.7%		38.58	3.9%	1	5,288	4.7%		38.58	3.3%
2018	-	-	-		-	-	2	1,872	3.4%		104.61	3.7%	2	1,872	1.7%		104.61	3.2%
2019	-	-	-		-	-	2	2,588	4.8%		171.54	8.4%	2	2,588	2.3%		171.54	7.2%
2021	-	-	-		-	-	2	2,835	5.2%		148.58	8.0%	2	2,835	2.5%		148.58	6.8%
2022	-	-	-		-	-	5	16,009	29.4%		107.39	32.7%	5	16,009	14.2%		107.39	27.7%
Thereafter	1	58,674	100.0%		15.96	100.0%	1	2,961	5.4%		32.42	1.8%	2	61,635	54.5%		16.75	16.7%
Total	1	58,674	100.0%	$	15.96	100.0%	23	53,778	98.8%	$	97.80	100.0%	24	112,452	99.4%	$	55.09	100.0%
		-	Total Vacant					675	Total Vacant					675	Total Vacant
		58,674	Total Square Feet					54,453	Total Square Feet					113,127	Total Square Feet
Notes:
1 Leases currently under month to month or in process of renewal

- 33 -

Development Activity
($ in millions)
		Estimated Sq.Ft.				Acquisition & Development Costs											Outstanding
Property	Location	Upon Completion	Leased Rate5	Anchors	Incurred		Estimated Future Range					Estimated Total Range					Debt
FUND II
Under Construction
City Point1	Brooklyn, NY	675,000	37%2	Century 21, Armani Exchange	$	166.0	$	84.0	to	$	174.0	$	250.0	to	$	340.0	$	225.9
In Design
Sherman Plaza	New York, NY	TBD	-	TBD	$	34.8		TBD			TBD		TBD			TBD	$	-
FUND III
In Design
Sheepshead Bay	Brooklyn, NY	TBD	-	TBD	$	22.9		TBD			TBD		TBD			TBD	$	-
723 N. Lincoln Lane3	Miami Beach, FL	TBD	-	TBD		6.6		TBD			TBD		TBD			TBD		-     4
Cortlandt Crossing	Mohegan Lake, NY	150,000 - 170,000	-	TBD		11.4		35.6	to		44.6		47.0	to		56.0		-
3104 M Street NW	Washington, D.C.	10,000	-	TBD		3.0		4.0	to		5.5		7.0	to		8.5		-
Broad Hollow Commons	Farmingdale, NY	180,000 - 200,000	-	TBD		11.1		38.9	to		48.9		50.0	to		60.0		-
SUBTOTAL - In Design					$	55.0		TBD			TBD		TBD			TBD	$	-
FUND IV
In Design
210 Bowery	New York, NY	10,000	-	TBD	$	7.5	$	4.0	to	$	4.5	$	11.5	to	$	12.0	$	-
Notes:
1 Acquired a leasehold interest in this property. The first 50,000 square feet of the project (Phase 1) has been completed. Construction of the next approximately 625,000 square feet (Phase 2) is underway.
2 Leased rate calculated on approximately 475,000 rentable square feet.
3 This property is part of a three-property portfolio. The other two are operating properties.
4 The loan on Fund III's Lincoln Road Portfolio includes this property as collateral. For the purpose of this schedule, the outstanding debt was not allocated among the Portfolio's three properties.
5 The leased rate excludes pre-redevelopment tenants.

- 34 -

Retailer Controlled Property ("RCP") Venture - Overview 1
Item	Description
Date formed	August 2004
Partnership structure
Equity Contribution:	Up to $300 million of total equity
	Up to 20% ($60 million) - AKR Fund I ($20 million) and Fund II ($40 million)
	80% - Klaff Realty LP and Lubert-Adler
Cash flow distribution:	20% - AKR Funds
	80% - Four institutional investors
Promote:	20% to Klaff once all partners (including Klaff) have received 10% preferred return and return
	of equity (50% of first $40 million of AKR Fund equity is not subject to this promote)
	Remaining 80% is distributed to all the partners (including Klaff)
RCP Venture - Investments
The following table summarizes the RCP Venture investments from inception through March 31, 2013
						Distributions
		Years	Invested		Current		From		Equity
Investor	Investment	acquired	capital		year-to-date		inception		Multiple
Mervyns I and Mervyns II	Mervyns	2004 through	$	33,605	$	-	$	49,524	1.5x
		2007
Mervyns II	Albertson’s	2006 through		23,133		-		86,791	3.8x
		2007
Fund II and Mervyns II	Other investments 2	2006 through		6,476		-		7,036	1.1x
		2008
Total			$	63,214	$	-	$	143,351	2.3x
Notes:
1 The RCP Venture is not a separate AKR Fund, rather it is a venture
in which AKR, Funds I and II have invested approximately $63 million in equity.
2Represents investments in Shopko, Marsh and Rex Stores.

- 35 -

Important Notes

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

USE OF FUNDS FROM OPERATIONS AS NON-GAAP FINANCIAL MEASURE

The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (or losses) from sales of property and depreciation and amortization. However, the Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.  Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, the Company also discloses FFO as adjusted to include the extraordinary gain from its RCP investment in Albertson's.  The Company believes that income or gains derived from its RCP investments, including its investment in Albertson's, are private-equity investments and, as such, should be treated as operating income and therefore FFO. The Company believes that this supplement adjustment more appropriately reflects the results of its operations. The Company also provides two other supplemental disclosures of operating performance, adjusted funds from operations ("AFFO")  and funds available for distribution ("FAD"). The Company defines AFFO as FFO adjusted for straight line rent, non-real estate depreciation, amortization of finance costs and costs of management contracts, tenant improvements, leasing commissions and capital expenditures. The Company defines FAD as AFFO adjusted for scheduled debt principal payments.

USE OF EBITDA AND NOI AS NON-GAAP FINANCIAL MEASURES

EBITDA and NOI are widely used financial measures in many industries, including the REIT industry, and are presented to assist investors and analysts in analyzing the performance of the Company. They are helpful as they exclude various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA as the sum of net income before extraordinary items plus interest expense, depreciation, income taxes and amortization, less any gains (losses including impairment charges) on the sale of income producing properties. The Company computes NOI by taking the difference between Property Revenues and Property Expenses as detailed in this reporting supplement. The Company’s method of calculating EBITDA and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and NOI do not represent cash generated from operations as defined by GAAP and are not indicative of cash available to fund all cash needs, including distributions. They should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.

- 36 -