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ITEM 1.	BUSINESS.

•	Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas. Our goal is to create value through accretive development and re-tenanting activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class.

•	Generate additional growth through our Funds in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisitions with high inherent opportunity for the creation of additional value, execution on this opportunity and the realization of value through the sale of these assets. In connection with this strategy, we focus on:

◦	value-add investments in street retail properties, located in established and “next-generation” submarkets, with re-tenanting or repositioning opportunities,

◦	opportunistic acquisitions of well-located real estate anchored by distressed retailers, and

◦	other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt.

•	Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.

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ITEM 1A.	RISK FACTORS.

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•	We may abandon development opportunities after expending resources to determine feasibility;

•	Construction costs of a project may exceed our original estimates;

•	Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;

•	Financing for development of a property may not be available to us on favorable terms;

•	We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and

•	We may not be able to obtain, or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations.

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•	The property may fail to achieve the returns we have projected, either temporarily or for extended periods;

•	We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;

•	We may not be able to integrate an acquisition into our existing operations successfully;

•	Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, in each case, at the time we make the decision to invest, which may result in the properties' failure to achieve the returns we projected;

•	Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and

•	Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

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•	actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

•	changes in our earnings estimates or those of analysts;

•	changes in our dividend policy;

•	impairment charges affecting the carrying value of one or more of our Properties or other assets;

•	publication of research reports about us, the retail industry or the real estate industry generally;

•	increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;

•	changes in market valuations of similar companies;

•	adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

•	additions or departures of key management personnel;

•	actions by institutional security holders;

•	proposed or adopted regulatory or legislative changes or developments;

•	speculation in the press or investment community;

•	the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and

•	general market and economic conditions.

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•	actual receipt of an improper benefit or profit in money, property or services; or

•	a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.

•	Compromising of confidential information;

•	Manipulation and destruction of data;

•	Loss of trade secrets;

•	System downtimes and operational disruptions;

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•	Remediation cost that may include liability for stolen assets or information and repairing system damage that may have been caused. Remediation may include incentives offered to customers, tenants or other business partners in an effort to maintain the business relationships or due to legal requirements imposed;

•	Loss of revenues resulting from unauthorized use of proprietary information;

•	Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants;

•	Reputational damage adversely affecting investor confidence; and

•	Litigation.

•	Increased storm intensity and severity of weather (e.g., floods or hurricanes);

•	Sea level rise; and

•	Extreme temperatures.

•	Risks of property damage to our retail properties;

•	Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes or floods;

•	Increased insurance premiums and deductibles, or a decrease in the availability of coverage, for properties in areas subject to severe weather;

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•	Increased insurance claims and liabilities;

•	Increases in energy costs impacting operational returns;

•	Changes in the availability or quality of water or other natural resources on which the tenant's business depends;

•	Decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);

•	Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and

•	Economic disruptions arising from the above.

•	The discovery of previously unknown environmental conditions;

•	Changes in law;

•	Activities of tenants; and

•	Activities relating to properties in the vicinity of our properties.

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•	temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate is reduced from 39.6% to 37% (through tax years beginning before January 1, 2026), while eliminating miscellaneous itemized deductions and limiting state and local tax deductions;

•	reducing the maximum corporate income tax rate from 35% to 21%, which reduces, but does not eliminate, the competitive advantage that REITs enjoy relative to non-REIT corporations;

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permitting (subject to certain limitations) a deduction for certain pass-through business income, including, as noted above, dividends received by our shareholders that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts, generally resulting in an effective maximum U.S. federal income tax rate of 29.6% on such dividends, if the deduction is allowed in full (through tax years beginning before January 1, 2026);

•	reducing the highest rate of withholding with respect to our distributions to non-U.S. shareholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

•	limiting our deduction for net operating losses to 80% of taxable income (prior to the application of the dividends paid deduction), where taxable income is determined without regarding to the net operating loss deduction itself, and generally eliminating net operating loss carrybacks and allowing unused net operating losses to be carried forward indefinitely;

•	amending the limitation on the deduction of net interest expense for all businesses, other than certain electing real estate businesses (which could adversely affect any of our taxable REIT subsidiaries (each, a “TRS”), including any new TRS that we may form);

•	expanding the ability of businesses to deduct the cost of certain purchases of property in the year in which such property is purchased; and

•	eliminating the corporate alternative minimum tax.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS.

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(a)	The above occupancy and rent amounts do not include space which is currently leased, other than "leased occupancy," but for which rent payment has not yet commenced. Residential and office GLA are excluded.

(b)	Represents the annual base rent paid to Acadia pursuant to a master lessee and does not reflect the rent paid by the retail tenants at the property.

(c)	Excludes 94,000 square feet of office GLA.

(d)	Anchor 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.

(e)	Anchor 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.

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(a)	Excludes properties under development, see “Development Activities” section below. The above occupancy and rent amounts do not include space which is currently leased, other than "leased occupancy," but for which rent payment has not yet commenced. Residential and office GLA are excluded.

(b)	Property also includes 12,371 square feet of 2nd floor office space and a 29,760 square foot parking garage (131 spaces).

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(a)	Does not include tenants that operate at only one Acadia Core location

(b)	Stop and Shop (4 locations)

(c)	One of these Best Buy leases with GLA of 57,298 square feet was terminated in January 2018

(d)	Shaw’s (2 locations), Acme (1 location)

(e)	Bed Bath and Beyond (2 locations), Christmas Tree Shops (1 location)

(f)	Ann Taylor Loft (2 locations), Catherine’s (1 location), Dress Barn (1 location), Lane Bryant (1 location)

(g)	TJ Maxx (4 locations), Marshalls (1 location), HomeGoods (2 locations)

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(a)	Base rents do not include percentage rents, additional rents for property expense reimbursements, nor contractual rent escalations.

(b)	No single market represents a material amount of exposure to the Company as it relates to the rents from these leases. Given the diversity of these markets, properties and characteristics of the individual spaces, the Company cannot make any general representations as it relates to the expiring rents and the rates for which these spaces may be re-leased.

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(a)	Property GLA includes a total of 255,000 square feet, which is not owned by us. This square footage has been excluded for calculating annualized base rent per square foot.

(b)	The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not commenced as of December 31, 2017.

(c)	The amounts presented reflect the Operating Partnership's pro-rata shares of properties included within each region.

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(a)	Anticipated additional costs are estimated ranges for completing the projects and include costs for tenant improvements and leasing commissions.

(b)	These projects are being redeveloped in joint ventures with unaffiliated entities.

(c)	Represents an unconsolidated property.

ITEM 3.	LEGAL PROCEEDINGS.

ITEM 4.	MINE SAFETY DISCLOSURES.

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES AND PERFORMANCE GRAPH.

(a)	Includes a special dividend of $0.15 for the quarter ended December 31, 2016

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ITEM 6.	SELECTED FINANCIAL DATA

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(a)	Funds from operations is a non-GAAP measure. For an explanation of the measure and a reconciliation to the nearest GAAP measure, see “Item 7. Management’s Discussion and Analysis — Supplemental Financial Measures.”

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas and create value through accretive development and re-tenanting activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative.

•	Generate additional external growth through an opportunistic yet disciplined acquisition program within our Funds. We target transactions with high inherent opportunity for the creation of additional value through:

◦	value-add investments in street retail properties, located in established and “next generation” submarkets, with re-tenanting or repositioning opportunities,

◦	opportunistic acquisitions of well-located real-estate anchored by distressed retailers, and

◦	other opportunistic acquisitions which may include high-yield acquisitions and purchases of distressed debt.

•	Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.

•	On December 20, 2017, Fund V acquired a consolidated suburban shopping center in Allen Park, Michigan for $62.0 million referred to as “Fairlane Green.”

•	On August 4, 2017, Fund V acquired a consolidated suburban shopping center in Canton, Michigan for $26.0 million referred to as “New Towne Plaza.”

•	On July 27, 2017, Fund V acquired a consolidated suburban shopping center in Hickory, North Carolina for $44.0 million referred to as “Hickory Ridge.”

•	On June 5, 2017, Fund V acquired a consolidated suburban shopping center in Santa Fe, New Mexico for $35.2 million referred to as “Plaza Santa Fe.”

•	On March 13, 2017, Fund IV acquired a consolidated shopping center for $35.4 million referred to as “Lincoln Place” in Fairview Heights, Illinois.

•	In our Core portfolio one of our investments, in which we hold a 20% interest (Note 4), acquired a property in Alexandria, Virginia for $3.0 million referred to as “907 King Street” on January 4, 2017.

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•	On May 1 and November 16, 2017, we exchanged a total of $92.7 million of our $153.4 million Core notes receivable plus accrued interest of $1.8 million for the remaining undivided interest in Market Square, which was subsequently consolidated, as well as an incremental 38.89% undivided interest in Town Center (Note 4).

•	On June 30, 2017, Fund IV exchanged a $9.0 million note receivable for a consolidated shopping center located in Windham, Maine referred to as “Shaw’s Plaza – Windham.”

•	On December 21 and October 3, 2017, Fund IV sold five unconsolidated properties for aggregate proceeds of $11.0 million and recognized a gain of $0.6 million, of which our pro-rata share was $0.1 million and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.

•	On December 13, 2017, Fund II sold a consolidated property, 260 East 161st Street, for $105.7 million and recognized a gain of $31.5 million, of which our share was $9.0 million net of amounts attributable to noncontrolling interests.

•	On November 16, 2017, Fund IV sold a consolidated property, 1151 Third Avenue, for $27 million and recognized a gain of $5.2 million, of which our share was $1.2 million net of amounts attributable to noncontrolling interests.

•	On October 13, 2017, Fund II sold a consolidated property, City Point Tower I, for $96 million and recognized a loss of $0.8 million, of which our share was $1.6 million net of amounts attributable to noncontrolling interests. In addition, we recognized an impairment charge of $3.8 million, inclusive of an amount attributable to a noncontrolling interest of $2.7 million on the property (Note 8).

•	On September 11, 2017, Fund II sold a consolidated property, 216th Street, for $30.6 million and recognized a gain of $6.5 million, of which our share was $1.8 million net of amounts attributable to noncontrolling interests.

•	On July 6, 2017, Fund III sold a consolidated property, New Hyde Park Shopping Center, for $22.1 million and recognized a gain of $6.4 million, of which our share was $1.6 million net of amounts attributable to noncontrolling interests.

•	On June 30, 2017, Fund IV sold an unconsolidated property, 1701 Belmont Avenue, for $5.6 million for which the gain was $3.3 million of which our pro-rata share was $0.8 million and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.

•	On February 15, 2017, Fund III sold an unconsolidated property, Arundel Plaza, for $28.8 million for which the gain was $8.2 million of which our pro-rata share was $1.3 million and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.

•	On January 31, 2017, Fund IV sold an unconsolidated property, 2819 Kennedy Boulevard, for $19.0 million, for which the gain was $6.3 million of which our pro-rata share was $1.4 million and was recognized within equity in earnings of unconsolidated affiliates in the consolidated statements of income.

•	We obtained an aggregate of $162.9 million in financings with eleven new non-recourse mortgages, primarily for Fund IV.

•	On September 30, 2017, Fund II closed on a new $40.0 million term loan.

•	On May 4, 2017, Fund V closed on a new $150.0 million subscription line.

•	On May 1 and November 16, 2017, we exchanged a total of $92.7 million of our $153.4 million Core notes receivable plus accrued interest of $1.8 million for the remaining undivided interest in Market Square, which was subsequently consolidated, as well as an incremental 38.89% undivided interest in Town Center (Note 4).

•	On June 30, 2017, Fund IV exchanged a $9.0 million note receivable plus accrued interest of $0.1 million thereon for an investment in a shopping center in Windham, Maine (Note 2).

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•	We received full settlement of a $12.0 million Core note receivable plus $4.8 million interest and fees thereon. The note had previously been in default and was settled in bankruptcy proceedings during the second quarter.

•	We funded an additional $10.0 million on an existing $10.0 million note receivable, all of which was subsequently repaid.

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(a)	Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within the Funds

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(a)	The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances.

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•	Fund V acquired four consolidated properties totaling $167.2 million (Note 2);

•	Fund IV acquired a consolidated property for $35.4 million (Note 2);

•	Fund IV acquired a consolidated property in exchange for a $9.1 million note receivable plus accrued interest (Note 2, Note 3); and

•	In our Core portfolio, our Renaissance investment, in which we hold a 20% interest, acquired a $3.0 million property (Note 4).

•	Fund II was launched in June 2004 with total committed capital of $300.0 million of which our share was $85.0 million, which has been fully funded.

•	$9.5 million to Fund III. Fund III was launched in May 2007 with total committed capital of $450.0 million of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.

•	$27.1 million to Fund IV. Fund IV was launched in May 2012 with total committed capital of $530.0 million of which our original share was $122.5 million.

•	$95.3 million to Fund V. Fund V was launched in August 2016 with total committed capital of $520.0 million of which our initial share is $104.5 million.

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(a)	A ground lease expiring during 2078 provides the Company with an option to purchase the underlying land during 2031. If we do not exercise the option, the rents that will be due are based on future values and as such are not determinable at this time. Accordingly, the above table does not include rents for this lease beyond 2031.

(b)	In conjunction with the development of our Core Portfolio and Fund properties, we have entered into construction commitments with general contractors. We intend to fund these requirements with existing liquidity.

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(a)	Our unconsolidated affiliate is a party to an interest rate LIBOR swap with a notional value of $20.4 million, which effectively fixes the interest rate at 3.49% and matures in June 2023.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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ITEM 8.	FINANCIAL STATEMENTS.

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(a)	Amount represents the current economic ownership at December 31, 2017, which could differ from the stated legal ownership based upon the cumulative preferred returns of the respective fund.

(b)	Represents the total for the Funds, including the Operating Partnership and noncontrolling interests’ shares.

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(a)	These acquisitions were accounted for as asset acquisitions as the underlying properties did not meet the definition of a business.

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•	recovered the full value of a $12.0 million Core note receivable, which was previously in default, plus accrued interest and fees aggregating $16.8 million as further described below;

•	exchanged $92.7 million of Core notes receivable plus accrued interest thereon of $1.8 million for additional undivided interests in the Market Square and Town Center properties (Note 4);

•	funded an additional $10.0 million on an existing Core note receivable, which had a total commitment of $20.0 million, and was subsequently repaid in full during the fourth quarter;

•	entered into an agreement to extend the maturity of a $15.0 million Core note receivable to June 1, 2018;

•	increased the balance of a Fund II note receivable by the interest accrued of $0.8 million;

•	advanced an additional $0.6 million on a Fund III note receivable; and

•	exchanged a $9.0 million Fund IV note receivable plus accrued interest of $0.1 million thereon for an investment in a shopping center in Windham, Maine (Note 2).

•	issued one Core note receivable and three Fund IV notes receivable aggregating $47.5 million with a weighted-average effective interest rate of 9.8%, which were collateralized by four mixed-use real estate properties;

•	received total collections of $42.8 million, including full repayment of five notes issued in prior periods aggregating $29.6 million; and

•	restructured a $30.9 million Core mezzanine loan, which bore interest at 15.0%, and replaced it with a new $153.4 million loan collateralized by a first mortgage in the borrower’s tenancy-in-common interest. The loan bears interest at 8.1% (Note 4).

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(a)	Represents a tenancy-in-common interest.

(b)	During May and November 2017, as discussed below, the Company increased its ownership in Market Square and Town Center, which was formerly included under the caption “Brandywine Portfolio.”

(c)	Distributions have exceeded the Company’s non-recourse investment, therefore the carrying value is zero.

(d)	Represents a variable interest entity.

(e)	The Company is entitled to a 15% return on its cumulative capital contribution which was $15.4 million and $14.5 million at December 31, 2017 and December 31, 2016, respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $36.8 million and $45.4 million at December 31, 2017 and December 31, 2016, respectively.

(f)	Represents deferred fees.

(g)	Includes a cost-method investment in Albertson’s (Note 8) and other investments.

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(h)	Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to fund future obligations of the entity.

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(a)	At December 31, 2017, the stated rates ranged from LIBOR + 1.65% to LIBOR +1.90% for Core variable-rate debt; LIBOR + 1.39% for Fund II variable-rate debt; PRIME + 0.50% to LIBOR +4.65% for Fund III variable-rate debt; LIBOR + 1.70% to LIBOR +3.95% for Fund IV variable-rate debt, LIBOR + 2.25% for Fund V and LIBOR + 1.30% to LIBOR +1.60% for Core variable-rate unsecured notes.

(b)	Includes $504,018 and $365,343, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

(c)	Includes $141.1 million and $186.6 million, respectively, of variable-rate debt that is subject to interest cap agreements.

•	In the Core portfolio there are outstanding at both December 31, 2017 and December 31, 2016 $300.0 million of unsecured term loans including a $150.0 million term loan and three $50.0 million term loans. All of the Core term loans are swapped to fixed rates. The Core unsecured term loans were refinanced in February 2018 (Note 17).

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During 2017, Fund II obtained a $40.0 million term loan secured by the real estate assets of City Point Phase II with an interest rate of LIBOR plus 140 basis points and maturing in September 2020. The Fund II loan is also guaranteed by the Company and the Operating Partnership. The outstanding balance and total available credit of the Fund II term loan was $31.5 million and $8.5 million, respectively, at December 31, 2017.

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At Fund IV there are a $41.8 million bridge facility and a $21.5 million subscription line. The outstanding balance of the Fund IV bridge facility was $40.8 million and $40.1 million at December 31, 2017 and December 31, 2016, respectively. Total availability was $1.0 million and $0 at December 31, 2017 and December 31, 2016. The outstanding balance of the Fund IV subscription line was $0.0 million and $94.5 million and total available credit was $14.1 million and $5.5 million at December 31, 2017 and December 31, 2016, reflecting letters of credit of $7.4 million and $0, respectively.

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During 2017, Fund V obtained a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments with an interest rate of LIBOR plus 160 basis points and maturing in May 2020. The Fund V subscription line is also guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $103.3 million and $46.7 million, respectively, at December 31, 2017.

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(a)

The Company determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the credit of the borrower or tenant, where applicable, and interest rate risk. The Company also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the borrower, the time until maturity and the current market interest rate environment.

(b)	Represents Fund II’s cost-method investment in Albertson’s supermarkets (Note 4).

(c)

The Company determined the estimated fair value of the unsecured notes payable and unsecured line of credit using quoted market prices in an open market with limited trading volume where available. In cases where there was no trading volume, the Company determined the estimated fair value using a discounted cash flow model using a rate that reflects the average yield of similar market participants.

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•	The Company withheld 4,314 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.

•	The Company recognized Common Share and Common OP Unit-based compensation totaling $8.4 million in connection with Restricted Shares and Units (Note 13).

•	At the May 10 Shareholder Meeting, Shareholders approved an amendment to the Company’s Declaration of Trust to increase the authorized share capital of the Company from 100 million shares of beneficial interest to 200 million shares which became effective on July 24, 2017.

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The Company issued 4,500,000 Common Shares under its at-the-market (“ATM”) equity programs, generating gross proceeds of $157.6 million and net proceeds of $155.7 million. The Company has established a new ATM equity program, effective July 2016, with an additional aggregate offering amount of up to $250.0 million of gross proceeds from the sale of Common Shares, replacing its $200.0 million program that was launched in 2014. As of December 31, 2016 and December 31, 2017, there was $218.0 million remaining under this $250.0 million program.

•	The Company entered into a forward sale agreement to issue 3,600,000 Common Shares for gross proceeds of $126.8 million and net proceeds of $124.5 million. As of December 31, 2016, these shares have been physically settled.

•	The Company issued 4,830,000 Common Shares in a public offering, generating gross proceeds of $175.2 million and net proceeds of $172.1 million.

•	The Company withheld 3,152 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.

•	The Company recognized accrued Common Share and Common OP Unit-based compensation totaling $10.9 million in connection with the vesting of Restricted Shares and Units (Note 13).

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(a)

Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 3,328,873 and 3,308,875 Common OP Units at December 31, 2017 and 2016, respectively; (ii) 188 Series A Preferred OP Units at December 31, 2017 and 2016; (iii) 136,593 and 141,593 Series C Preferred OP Units at December 31, 2017 and 2016, respectively; and (iv) 2,274,147 and 1,997,099 LTIP units as of December 31, 2017 and 2016, respectively, as discussed in Share Incentive Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income in the table above.

(b)	Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns I and II, and six other subsidiaries.

(c)	During the first quarter of 2016, the Company acquired an additional 8.3% interest in Fund II from a limited partner for $18.4 million, giving the Company an aggregate 28.33% interest. Amount in the table above represents the book value of this transaction.

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(d)	Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership (the “Rebalancing”).

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(a)	Adjustments from certain subsidiaries and affiliates, which are consolidated for financial reporting but not for tax reporting, are included in the reconciliation item "Joint venture equity in earnings, net."

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(a)	The three months ended March 31, 2017 includes the Company’s $2.7 million proportionate share of aggregate gains of $14.5 million on the sales of two unconsolidated properties (Note 4).

(b)	The three months ended June 30, 2017 includes the Company’s $0.8 million proportionate share of a $3.3 million gain on sale of an unconsolidated property (Note 4).

(c)	The three months ended September 30, 2017 includes an aggregate $13.0 million gain on the sales of two consolidated properties (Note 2), of which $10.7 million was attributable to noncontrolling interests as well as an impairment charge of  $3.8 million, inclusive of an amount attributable to a noncontrolling interest of $2.7 million (Note 8).

(d)	The three months ended December 31, 2017 includes a $5.6 million gain on change in control of interests (Note 4), an aggregate $35.9 million gain on the sales of three consolidated properties (Note 2), of which $26.7 million was attributable to noncontrolling interests; and an impairment charge of $10.6 million, of which $7.6 million was attributable to noncontrolling interests (Note 8).

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(a)	The three months ended March 31, 2016 includes Fund III's $65.4 million gain on sale of its 65% consolidated interest in Cortlandt Town Center of which $49.4 million was attributable to noncontrolling interests (Note 2).

(b)	The three months ended June 30, 2016 includes a $16.6 million gain on sale of Fund III's consolidated Heritage Shops property of which $12.5 million was attributable to noncontrolling interests (Note 2).

(c)	The three months ended June 30, 2016, September 30, 2016 and December 31, 2016 reflect the impact of the de-consolidation of the Company's investment in the Brandywine portfolio, which was effective May 1, 2016 (Note 4).

(d)	The three months ended December 31, 2016 reflect the impact of an out-of-period adjustment resulting in a net decrease to net income of $4.2 million, of which $1.6 million was attributable to noncontrolling interests (Note 1).

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1.	Depreciation on buildings and improvements reflected in the consolidated statements of income is calculated over the estimated useful life of the assets as follows: Buildings at 40 years and improvements at the shorter of lease term or useful life.

2.	The aggregate gross cost of property included above for Federal income tax purposes was approximately $3.4 billion as of December 31, 2017.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

ITEM 9A.	CONTROLS AND PROCEDURES.

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ITEM 9B.	OTHER INFORMATION.

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ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

•	“PROPOSAL 1 — ELECTION OF TRUSTEES”

•	“MANAGEMENT”

•	“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”

ITEM 11.	EXECUTIVE COMPENSATION.

•	“ACADIA REALTY TRUST COMPENSATION COMMITTEE REPORT”

•	“COMPENSATION DISCUSSION AND ANALYSIS”

•	“BOARD OF TRUSTEES COMPENSATION”

•	“COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

•	“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”

•	“PROPOSAL 1 — ELECTION OF TRUSTEES—Trustee Independence”

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1.	Financial Statements: See “Index to Financial Statements” at Item 8.

2.	Financial Statement Schedule: See “Schedule II—Valuation and Qualifying Accounts” at Item 8.

3.	Financial Statement Schedule: See “Schedule III—Real Estate and Accumulated Depreciation” at Item 8.

4.	Financial Statement Schedule: See “Schedule IV—Mortgage Loans on Real Estate” at Item 8.

5.	Exhibits: The index of exhibits below is incorporated herein by reference.

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(a)	The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K.

ITEM 16.	Form 10-K SUMMARY.

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1.	Termination of Employment and Change in Control.

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2.	Compensation Upon Termination of Employment By the Company for Cause or Voluntarily By the Senior Officer.

3.	Compensation upon Termination of Employment without Cause or by the Senior Officer for Good Reason Outside of a Change in Control.

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(b)	Involuntary Termination Award Treatment.

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4.	Compensation upon Termination of Employment without Cause or by the Senior Officer for Good Reason in Connection with a Change in Control.

(a)	Change in Control Severance Amount and Benefits Continuation.

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5.	Compensation upon Termination of Employment due to Death or Disability.

(a)	Death or Disability Severance Amount and Benefits Continuation.

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6.	Indemnification/Legal Fees.

7.	Successors and Assigns, Term.

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8.	Timing of and No Duplication of Payments.

9.	Modification or Waiver.

10.	Notices.

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11.	Governing Law.

12.	Base Salary; Mitigation

13.	Release Condition for Payments.

14.	Severability.

15.	Legal Representation.

16.	Counterparts.

17.	Headings.

18.	Entire Agreement.

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19.	Survival of Agreements.

20.	Binding Effect.

21.	Senior Officer’s Covenants.

22.	Confidentiality.

23.	Excess Parachute Payments.

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24.	Compliance with Section 409A.

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25.	Prior Understandings.

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By:	ACADIA REALTY TRUST, its General Partner

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By:	ACADIA MARK PLAZA LLC, its General Partner

By:	ACADIA PROPERTY HOLDINGS, LLC, its General Partner

By:	ACADIA ABSECON LLC, its General Partner

By:	ACADIA PROPERTY HOLDINGS, LLC, its General Partner

By:	ACADIA PROPERTY HOLDINGS, LLC, its General Partner

By:	ACADIA HOBSON LLC, its General Partner

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By:	ACADIA PROPERTY HOLDINGS, LLC, its General Partner

By:	Acadia Property Holdings, LLC, its General Partner

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By:	2675 City Center Partner LLC, its General Partner

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By:	Acadia Pacesetter LLC, its General Partner

By:	Acadia Elmwood Park LLC, its General Partner

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By:	Acadia Heathcote LLC, its General Partner

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To:	Bank of America, N.A., as Administrative Agent

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By:	ACADIA REALTY TRUST, its General Partner

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To:	Bank of America, N.A., as Swing Line Lender

By:	ACADIA REALTY TRUST, its General Partner

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By:	ACADIA REALTY TRUST, its General Partner

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By:	ACADIA REALTY TRUST, its General Partner

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To:	Bank of America, N.A., as Administrative Agent

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2.	Assignee[s]:    ______________________________

4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

5.

Credit Agreement:    Amended and Restated Credit Agreement, dated as of February 20, 2018, among Acadia Realty Limited Partnership, a Delaware limited partnership (the “Borrower”), Acadia Realty Trust, a Maryland real estate investment trust and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender

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1.	I have reviewed this Annual Report on Form 10-K of Acadia Realty Trust;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Acadia Realty Trust;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.