SEC Filing - Acadia Realty Trust

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2014-9-30 Earnings & Supplemental

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): October 28, 2014

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:

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

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

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

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



Item 2.02.	Results of Operations and Financial Condition.

On October 28, 2014, Acadia Realty Trust (the "Company") issued a press release announcing its consolidated financial results for the quarter ended September 30, 2014. A copy of this press release is attached to this report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. In addition, on October 28, 2014, the Company made available supplemental information concerning the ownership, operations and portfolio of the Company as of and for the quarter ended September 30, 2014. A copy of this supplemental information is attached to this report on Form 8-K as Exhibit 99.2 and incorporated herein by reference. The information included in this Item 2.02, including the information included in Exhibits 99.1 and 99.2 attached hereto, is intended to be furnished solely pursuant to this Item 2.02, and is not deemed to be "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 October 28, 2014.
99.2	Financial and Operating Reporting Supplement of the Company for the quarter ended September 30, 2014.

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.



Date: October 30, 2014	ACADIA REALTY TRUST (Registrant) By: /s/ Jonathan Grisham Name: Jonathan Grisham Title: Sr. Vice President and Chief Financial Officer

Ex. 99.1 2014-9-30 Earnings Press Release

Exhibit 99.1

ACADIA REALTY TRUST REPORTS THIRD QUARTER 2014 OPERATING RESULTS

WHITE PLAINS, NY (October 28, 2014) - Acadia Realty Trust (NYSE: AKR) today reported operating results for the quarter ended September 30, 2014. Acadia operates a dual platform strategy comprised of a high-quality portfolio with concentrations of assets in the nation’s most dynamic street-retail corridors (“Core Portfolio”) and opportunistic and value-add investments through a series of discretionary institutional funds (“Funds”). All per share amounts below are on a fully diluted basis.

Third Quarter 2014 Highlights

Earnings


•	Third quarter funds from operations (“FFO”) of $0.30 per share included $0.03 of acquisition related costs


•	Earnings per share (“EPS”) of $0.47 included $0.36 of gain on the disposition of assets

Core Portfolio - Guidance Increased for NOI in Existing Portfolio; Acquisitions Volume at Upper End of Annual Guidance


•	Same property net operating income (“NOI”) for the third quarter up 7.7% compared to 2013; annual guidance increased to a range of 5.0% to 5.5%


•	97.0% leased occupancy at September 30, 2014


•	Closed on $295.9 million of acquisitions year-to-date


•	Additional acquisition pipeline of $144.3 million under contract

Fund Platform - Active Capital Recycling Continues


•	Fund III and IV’s Miami Beach properties (“Lincoln Road Portfolios”) were sold for a total of $342.0 million versus aggregate cost basis of $195.5 million


•	During and subsequent to the quarter, closed on or had under contract $123.7 million

Balance Sheet - Match Funding With Conservative Leverage


•	2014 acquisitions capitalized on a leverage neutral basis consistent with historic low leverage levels


•	Core and pro-rata share of Fund debt, net of cash on hand (“Net Debt”), to EBITDA ratio of 4.4x at September 30, 2014 compared to 4.6x at June 30, 2014


•	Fixed-charge coverage ratio including pro-rata share of Funds of 3.2x for the quarter

Third Quarter 2014 Operating Results

FFO for the three and nine months ended September 30, 2014 was $18.7 million and $58.7 million, respectively, up from $17.9 million and $52.1 million for the three and nine months ended September 30, 2013, respectively. On a per share basis, FFO for the third quarter 2014 was $0.30 which compares to $0.32 for third quarter 2013. Excluding acquisition costs, FFO for each of these periods was $0.33. For the nine month period ended September 30, 2014, FFO per share was $0.97, as compared to $0.93 for the same period of 2013. FFO for these periods was $1.03 and $0.97, respectively, excluding acquisition costs. While generating significant profits, the successful monetization of the Lincoln Road Portfolios as discussed further

below, represented approximately $0.01 of FFO dilution for the third quarter of 2014 prior to the future redeployment of capital.

Net income for the three and nine months ended September 30, 2014 was $28.6 million and $61.6 million, as compared to $9.5 million and $27.9 million for the three and nine months ended September 30, 2013, respectively. EPS for the three and nine months ended September 30, 2014 was $0.47 and $1.04, respectively, as compared to $0.17 and $0.50 for the same periods for 2013. Net income for the three and nine months ended September 30, 2014 includes $21.4 million and $34.0 million, respectively, or $0.36 and $0.59 per share, of gain realized on the disposition of properties, including the Lincoln Road Portfolios.

Refer to the Financial Highlights below for further detail on operating results and additional disclosures related to FFO.

Core Portfolio - Guidance Increased for NOI in Existing Portfolio; Acquisitions Volume at Upper End of Annual Guidance

Portfolio Performance

Same-property NOI in the Core Portfolio increased 7.7% for the third quarter of 2014 as compared to the third quarter of 2013. Of this NOI increase, approximately 5.2% was driven by increased rents and approximately 2.0% was from comparatively lower operating costs, net of reimbursements during the quarter. For the nine months ended September 30, 2014, same-property NOI increased 5.6% over 2013. Following the third quarter result, Acadia has increased its expected same-property NOI growth to range between 5.0% and 5.5% for the full year.

At September 30, 2014, Acadia’s Core Portfolio was 96.0% occupied, and was 97.0% leased, which includes space leased but not yet occupied. This compares to 96.6% occupied and 97.0% leased as of June 30, 2014.

During the quarter ended September 30, 2014, the Company generated an increase in average rents on a GAAP basis, which includes the effect of the straight-lining of rents, of 17.2% on 71,000 square feet of new and renewal leases executed during the quarter. On a contractual rent, or cash basis, which compares the initial rent of the new and renewal leases against the ending rent of the former leases, the Company experienced an increase of 8.7% in average rents for these same leases.

Core Acquisitions - High-Quality New York Metro Street Retail, Urban and Dense Suburban Retail

Acadia has now achieved the high end of its full-year Core Portfolio acquisitions goal of $200 to $300 million. Year-to-date, the Company has closed on $295.9 million of acquisitions, including three properties during and subsequent to the third quarter for an aggregate purchase price of $154.1 million as follows:

131-135 Prince Street - Manhattan - As previously announced, the Company acquired this 3,200 square foot street retail co-op unit for $51.4 million during the third quarter. Home to a high concentration of national and luxury retailers, Prince Street has seen continued high demand for retail selling space, with rents for prime locations surpassing $1,000 per square foot. This location, tenanted by Folli Follie and Uno de 50 expands Acadia’s existing SoHo portfolio of properties on Spring and Mercer Streets. The Company acquired this asset in a private negotiation and funded its investment primarily with operating partnership units.

Bedford Green - Bedford Hills, NY - Also, as previously announced, during the third quarter, Acadia acquired this ShopRite anchored 90,000 square foot shopping center along Route 117 in the Bedford Hills neighborhood in Westchester for $46.8 million. The property draws shoppers from a large, affluent suburban trade area with household incomes of $100,000 and $140,000 within three and five-mile rings, respectively. Other

tenants at this 92% occupied center include CVS, Panera Bread and Chase Bank. In connection with this acquisition, Acadia assumed $29.8 million of debt collateralized by the property.

Shops at Grand Avenue - Queens - Subsequent to the third quarter, Acadia closed on the acquisition of this 99,975 square foot property anchored by Stop & Shop for $56.0 million. Located less than five miles east of Manhattan on Grand Avenue in Queens, this 91% leased property offers rooftop parking and benefits from a population of 529,000 within a 2-mile radius. Stop & Shop is the dominant grocer in the area, with competing grocers being smaller in size and with limited or no parking.

Including the Company’s additional acquisition pipeline of $144.3 million of Chicago street retail currently under contract, Acadia now expects a total of $400 to $500 million of Core Portfolio acquisitions for the year. No assurance can be given that the Company will successfully close on this acquisition pipeline, which is subject to lender approval on the assumption of existing mortgage debt and other customary closing conditions.

Fund Platform - Profitable Sale of Lincoln Road Portfolios; $123.7 Million of Fund IV Acquisitions Closed or Under Contract

Funds III and IV Complete Sale of Lincoln Road Portfolio

During the third quarter, as previously announced, Funds III and IV, through their joint ventures with affiliates of Terranova Corporation (“Terranova”), completed the sale of a six-property portfolio located in Miami Beach, Florida for an aggregate $342.0 million. The joint ventures had a total combined invested amount of $195.5 million. During its 3.5-year hold period, Fund III’s investment generated a 46% IRR and a 3.0x equity multiple. Fund IV held its investment for 1.7 years and its investment generated a 48% IRR and a 1.9x equity multiple.

Fund IV Acquisitions

During and subsequent to the third quarter, Fund IV closed on $72.7 million of acquisitions and had an additional $51.0 million under contract for a total of $123.7 million. Fund IV has now allocated approximately 40% of its capital commitments to the acquisition and development of existing and pending investments. As amounts currently under contract are subject to customary closing conditions, no assurance can be given that the Company will successfully close on this pipeline. Details of the acquisitions closed on during and subsequent to the third quarter are as follows.

Eden Square - Bear, DE - As previously announced, during the third quarter, Fund IV, through its joint venture with MCB Real Estate LLC, acquired Eden Square, a 236,000 square foot shopping center located less than 15 miles south of Wilmington in Bear, Delaware, for a purchase price of $25.4 million.

“Off Madison” Collection, Manhattan - Subsequent to the third quarter, Fund IV completed the acquisition of two properties, located on the Upper East Side of Manhattan, for $47.3 million through separate transactions. The properties, both of which are six stories and approximately 10,000 sf, are located at 27 E. 61^st Street and 17 E. 71^st Street, just steps off of Madison Avenue. As such, these properties present a unique value proposition to luxury retailers by providing high visibility from Madison Avenue and solid co-tenancy at a discounted cost. Neighboring retailers include Barneys New York, Hermes, Ralph Lauren and Prada. The property located on 61^st Street is currently under construction. The property located on 71^st Street presents a near-term opportunity to re-tenant the street and second-level retail space as well as an opportunity to mark rents to market as the upper-level leases expire.

Balance Sheet - Match Funding With Conservative Leverage

Through September 30, 2014, Acadia has capitalized its 2014 acquisitions on a leverage neutral basis consistent with the Company’s historic low leverage levels as demonstrated by the following:


•	Core Portfolio fixed-charge coverage ratio of 3.3x for the quarter ended September 30, 2014, compared to 3.9x for the quarter ended June 30, 2014


•	Including the Company’s pro-rata share of the Funds, fixed-charge coverage ratio was 3.2x compared to 3.9x for the same periods


•	Core Portfolio ratio of Net Debt to EBITDA was 3.5x at September 30, 2014, compared to 3.6x as of June 30, 2014


•	Including the Company’s pro-rata share of the Funds, Net Debt to EBITDA improved to 4.5x from 4.6x for the same periods


•	Core and pro-rata share of Fund Net Debt to Total Market Capitalization was 20% at September 30, 2014, compared to 21% at June 30, 2014

Outlook - Earnings Guidance for 2014

Consistent with its previously increased earnings guidance, the Company forecasts a range of 2014 annual FFO of $1.35 to $1.40 per share and 2014 EPS of $0.72 to $0.77, on a fully diluted basis. Consistent with Acadia’s guidance practices, these ranges exclude acquisition costs and gains from dispositions.

Management Comments

“The across-the-board strength of our third-quarter operating metrics underscores the high quality of our differentiated core portfolio,” stated Kenneth F. Bernstein, President and CEO of Acadia Realty Trust. “Looking ahead, by continuing to selectively add assets in our nation’s top live-work-play street/urban and dense-suburban markets, we believe that we are positioning our portfolio to continue to deliver attractive, long-term organic growth. At the same time, through our complementary fund platform, we are able to opportunistically respond to trends in real estate, retailing and the capital markets. More recently, this response has included the acquisition of high-yielding suburban shopping centers, investment in the next generation of street retail and the profitably monetization of established high-street assets. And, through it all, we have remained well capitalized, providing us with sufficient dry powder - both in the core portfolio and our fund platform - to continue to execute on our various investment strategies.”

Investor Conference Call

Management will conduct a conference call on Wednesday, October 29, 2014 at 12:00 PM 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 “38036236” 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 “38036236#”. The phone replay will be available through Wednesday, November 5, 2014.

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 located in key street and urban retail corridors as well as suburban locations within 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 through a series of 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 26, 2014 (“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 and Nine Months ended September 30, 2014 and 2013

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



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
Revenues	2014	2013	2014	2013

Rental income	$ 36,587	$ 30,604	$ 106,517	$ 90,097
Interest income	3,006	2,969	9,219	9,265
Expense reimbursements	7,386	7,333	24,008	20,979
Other property income	602	162	1,236	820
Other income	79	18	2,876	3,022
Total revenues	47,660	41,086	143,856	124,183
Operating expenses
Property operating	6,758	6,310	21,214	17,256
Real estate taxes	5,666	5,866	16,905	15,949
General and administrative	7,123	5,335	20,898	17,263
Depreciation and amortization	12,884	10,450	36,055	29,278
Total operating expenses	32,431	27,961	95,072	79,746

Operating income	15,229	13,125	48,784	44,437

Equity in earnings of unconsolidated affiliates	105,778	4,209	110,237	7,274
Impairment of asset	—	—	—	(1,500)
Loss on extinguishment of debt	—	—	(269)	—
Gain on disposition of property	190	—	13,138	—
Interest expense and other finance costs	(10,142)	(10,595)	(30,327)	(29,806)
Income from continuing operations before income taxes	111,055	6,739	141,563	20,405
Income tax benefit (provision)	17	(186)	(68)	(57)
Income from continuing operations	111,072	6,553	141,495	20,348

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights ¹

For the Quarters and Nine Months ended September 30, 2014 and 2013

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



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
	2014	2013	2014	2013

Operating income from discontinued operations ⁵	—	2,589	—	5,394
Gain on disposition of property	—	—	560	4,191
Income from discontinued operations		2,589	560	9,585
Net income	111,072	9,142	142,055	29,933
Loss (income) attributable to noncontrolling interests:
Continuing operations	(82,508)	2,342	(79,971)	6,103
Discontinued operations	—	(1,999)	(461)	(8,171)
Net (income) loss attributable to noncontrolling interests	(82,508)	343	(80,432)	(2,068)
Net income attributable to Common Shareholders	$ 28,564	$ 9,485	$ 61,623	$ 27,865

Income from continuing operations attributable to
Common Shareholders	$ 28,564	$ 8,895	$ 61,524	$ 26,451
Income from discontinued operations
attributable to Common Shareholders	—	590	99	1,414
Net income attributable to Common Shareholders	28,564	9,485	61,623	27,865

Less: Net Income attributable to participating securities	(490)	(167)	(1,083)	(493)
Net Income attributable to Common Shareholders - basic	$ 28,074	$ 9,318	$ 60,540	$ 27,372
Weighted average shares for basic earnings per share	59,686	55,460	57,898	54,697
Net Earnings per share - basic and diluted	$ 0.47	$ 0.17	$ 1.04	$ 0.50

Basic and diluted earnings per share - Continuing Operations ²	$ 0.47	$ 0.16	$ 1.04	$ 0.47
Basic and diluted earnings per share - Discontinued Operations ²	—	$ 0.01	—	$ 0.03

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights ¹

For the Quarters and Nine Months ended September 30, 2014 and 2013

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

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS ³



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
	2014	2013	2014	2013


Net income attributable to Common Shareholders	$ 28,564	$ 9,485	$ 61,623	$ 27,865

Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):	9,766	8,335	27,607	23,123
Impairment of asset	—	—	—	1,500
Gain on disposition (net of noncontrolling interests’ share):	(20,953)	—	(33,180)	(776)
Income attributable to noncontrolling interests’ in
Operating Partnership	1,344	104	2,653	329
Distributions - Preferred OP Units	6	5	19	16
Funds from operations	$ 18,727	$ 17,929	$ 58,722	$ 52,057
Funds from operations per share - Diluted
Weighted average Common Shares and OP Units ⁴	62,797	56,436	60,595	55,735
Funds from operations, per share	$ 0.30	$ 0.32	$ 0.97	$ 0.93

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights ¹

For the Quarters and Nine Months ended September 30, 2014 and 2013

(dollars in thousands)

RECONCILIATION OF OPERATING INCOME TO NET PROPERTY

OPERATING INCOME (“NOI”) ³



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
	2014	2013	2014	2013

Operating income	$ 15,229	$ 13,125	$ 48,784	$ 44,437

Add back:
General and administrative	7,123	5,335	20,898	17,263
Depreciation and amortization	12,884	10,450	36,055	29,278
Less:
Interest income	(3,006)	(2,969)	(9,219)	(9,265)
Straight line rent and other adjustments	(651)	(1,163)	(6,090)	(4,224)

Consolidated NOI	31,579	24,778	90,428	77,489

Noncontrolling interest in NOI	(10,080)	(7,393)	(28,837)	(25,623)
Pro-rata share of NOI	21,499	17,385	61,591	51,866
Operating Partnerships’ interest in Opportunity Funds	(1,673)	(1,135)	(4,602)	(4,028)
Operating Partnerships’ share of unconsolidated joint ventures ¹	907	661	2,686	2,079
NOI - Core Portfolio	$ 20,733	$ 16,911	$ 59,675	$ 49,917

Note:
¹Does not include share of unconsolidated joint ventures within Opportunity Funds




SELECTED BALANCE SHEET INFORMATION
	As of
	September 30, 2014	December 31, 2013
	(dollars in thousands)

Cash and cash equivalents	$ 131,132	$ 79,189
Rental property, at cost	1,716,997	1,481,700
Total assets	2,454,651	2,264,957
Notes payable	1,141,066	1,039,997
Total liabilities	1,252,317	1,143,369

ACADIA REALTY TRUST AND SUBSIDIARIES

Financial Highlights

For the Quarters and Nine Months ended September 30, 2014 and 2013

(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 Diluted earnings per share 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 2,772 and 592 OP Units into Common Shares for the quarters ended September 30, 2014 and 2013, respectively and 2,385 and 618 OP Units into Common Shares for the nine months ended September 30, 2014 and 2013, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the quarters and nine months ended September 30, 2014 and 2013. In addition, diluted FFO also includes the effect of 314 and 358 employee share options, restricted share units and LTIP units for the quarters ended September 30, 2014 and 2013, respectively and 287 and 406 employee share options, restricted share units and LTIP units for the nine months ended September 30, 2014 and 2013, respectively.

⁵During April, 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard (“ASU 2014-08”) regarding the criteria for reporting discontinued operations. ASU 2014-08 is effective prospectively beginning in the first quarter of 2015, although early adoption is permitted beginning in the first quarter of 2014. The Company has elected to early adopt ASU 2014-08 and, as such, beginning in the first quarter of 2014, prospective activity related to individual properties sold or held for sale will no longer be included as discontinued operations in the consolidated financial statements.

Ex. 99.2 2014-9-30 Supplemental

Exhibit 99.2



Table of Contents
Third Quarter 2014



Section I - Financial Information		Section II - Core Portfolio Information

Company Information…………………………………………	3	Core Properties……………………………………………………	23
Market Capitalization…………………………………………	4	Core Top Tenants…………………………………………………	25
Operating Statements		Core Lease Expirations……………………………………………	26
Pro-rata Consolidation………………………………………	5	Core New and Renewal Rent Spreads……………………………	27
Funds…………………………………………………………	6	Core Capital Expenditures………………………………………	28
Funds from Operations ("FFO"), Adjusted FFO ("AFFO")		Portfolio Demographics…………………………………………	29
and Funds Available for Distribution ("FAD")…………………	8
EBITDA…………………………………………………….......	9
Same Property Net Operating Income………………………...	10	Section III - Fund Information
Fee Income…………………………………………………......	11
Balance Sheet - Pro-rata Consolidation……………………......	12	Fund Overview…………………………………………………	32
Structured Financing………………………………………	13	Fund Properties…………………………………………..............	33
Other Information		Fund Lease Expirations……………………………………………	34
2014 Transactional Activity…………………………………	14	Development Activity………………………………………………	35
2014 Guidance…………………………………………..........	15	RCP Venture Investments………………………………………	36
Net Asset Valuation Information………………………………	16
Selected Financial Ratios……………………………………	17
Debt Analysis
Summary………………………………………………………	18	Important Notes…………………………………………………	37
Detail……………………………………………………………	19
Maturities……………………………………………………	22

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



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 located in key street and urban retail corridors as well as suburban locations within 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 through a series of 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	Jonathan Grisham	Symbol AKR
	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	James Sullivan - (646) 562-1380	Todd Thomas - (917) 368-2286
	craig.schmidt@baml.com	james.sullivan@cown.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
	Christy McElroy - (212) 816-6981	Michael W. Mueller, CFA - (212) 622-6689	Ross Nussbaum - (212) 713-2484
	christy.mcelroy@citi.com	michael.w.mueller@jpmorgan.com	ross.nussbaum@ubs.com



Market Capitalization
(including pro-rata share of Fund debt, in thousands)


						Capitalization
	Total Market Capitalization					based on
	$				%	Net Debt¹	Total Market Capitalization
Equity Capitalization
Common Shares	60,081
Common Operating Partnership ("OP") Units	3,539
Combined Common Shares and OP Units	63,620

Share Price at September 30, 2014	$	27.58

Equity Capitalization - Common Shares and OP Units	$	1,754,640
Preferred OP Units	691			²
Total Equity Capitalization	1,755,331				76%	80%

Debt Capitalization
Consolidated debt	1,139,724
Adjustment to reflect pro-rata share of debt	(594,732		)
Total Debt Capitalization	544,992				24%	20%

Total Market Capitalization	$	2,300,323			100%	100%



Weighted Average Outstanding Common Shares and OP Units
(in thousands)
	September 30, 2014						Changes in Total Common Shares Outstanding and OP Units
	Year-to-date			Quarter
Weighted average Common Shares - Basic EPS	57,898			59,686			Balance @ 12/31/2013	55,643	1,954
Dilutive potential Common Shares	287			313			Issuance	4,254	1,415
Weighted average Common Shares - Diluted EPS	58,185			59,999			Other	184	170
OP Units	2,385			2,772
Dilutive potential OP Units	25			25			Balance @ 9/30/2014	60,081	3,539
Weighted average Common Shares and OP Units - Diluted FFO	60,595			62,796


Notes:
¹ Reflects debt net of Core Portfolio cash balance of	$	89,553
pro-rata share of Funds cash balance of	7,797
and pro-rata share of restricted cash relating to City Point financing of	9,714
for total cash netted against debt of	$	107,064
² Represents 188 Series A Preferred OP Units convertible into 25,067 Common OP units multiplied by the Common Share price at quarter end.
³ Fixed-rate debt includes notional principal fixed through interest rate swap transactions.



Income Statements - Pro-rata Consolidation ¹
(in thousands)

	Year-to-date ended September 30, 2014									Three months ended September 30, 2014
	Core Portfolio			Funds			Total			Core			Funds			Total

CORE PORTFOLIO AND FUND INCOME

PROPERTY REVENUES
Minimum rents	$	63,966		$	8,781		$	72,747		$	22,282		$	2,883		$	25,165
Percentage rents	214			52			266			38			8			46
Expense reimbursements - CAM	6,396			1,141			7,537			1,788			294			2,082
Expense reimbursements - Taxes	8,825			1,201			10,026			3,192			343			3,535
Other property income	213			143			356			140			75			215
Total Property Revenues	79,614			11,318			90,932			27,440			3,603			31,043

PROPERTY EXPENSES
Property operating - CAM	7,972			1,419			9,391			2,141			432			2,573
Other property operating (Non-CAM)	1,392			519			1,911			666			134			800
Real estate taxes	10,578			1,752			12,330			3,900			498			4,398
Total Property Expenses	19,942			3,690			23,632			6,707			1,064			7,771

NET OPERATING INCOME - PROPERTIES	59,672			7,628			67,300			20,733			2,539			23,272

OTHER INCOME (EXPENSE)
Interest income	8,621			252			8,873			2,613			155			2,768
Straight-line rent income	2,070			576			2,646			714			195			909
Above/below market rent	1,873			627			2,500			573			91			664
Interest expense	(15,532		)	(2,398		)	(17,930		)	(5,250		)	(705		)	(5,955		)
Amortization of finance costs	(736		)	(401		)	(1,137		)	(244		)	(131		)	(375		)
Above/below market interest expense	525			73			598			175			25			200
Asset and property management expense	(106		)	(202		)	(308		)	(37		)	(82		)	(119		)
Other income/(expense)	2,024			(12		)	2,012			93			(23		)	70
Transaction costs	(3,054		)	(465		)	(3,519		)	(1,554		)	(167		)	(1,721		)
CORE PORTFOLIO AND FUND INCOME	55,357			5,678			61,035			17,816			1,897			19,713

FEE INCOME
Asset and property management fees	11,486			—			11,486			3,632			—			3,632
Transactional fees ²	5,486			—			5,486			1,747			—			1,747
Income tax benefit (provision)	(85		)	(12		)	(97		)	(71		)	—			(71		)
Total Fee Income	16,887			(12		)	16,875			5,308			—			5,308

PROMOTE, RCP AND OTHER INCOME
Equity in earnings (losses) from RCP investments	—			177			177			—			91			91
Promote income - Fund capital transactions	156			—			156			156			—			156
Other income	732			—			732			—			—			—
Gain (loss) on extinguishment of debt	(5		)	(85		)	(90		)	(2		)	—			(2		)
Provision for income taxes (RCP)	—			16			16			—			18			18
Total Promote, RCP and Other Income	883			108			991			154			109			263

General and Administrative	(20,373		)	(281		)	(20,654		)	(6,697		)	(172		)	(6,869		)

Depreciation and amortization	(24,308		)	(3,299		)	(27,607		)	(8,769		)	(997		)	(9,766		)
Non-real estate depreciation and amortization	(387		)	—			(387		)	(130		)	—			(130		)
Gain on disposition of properties	12,393			20,787			33,180			—			20,953			20,953
Gain on disposition of land	190			672			862			190			252			442
Income before noncontrolling interests	40,642			23,653			64,295			7,872			22,042			29,914

Noncontrolling interest - OP	(1,613		)	(1,059		)	(2,672		)	(353		)	(997		)	(1,350		)

NET INCOME	$	39,029		$	22,594		$	61,623		$	7,519		$	21,045		$	28,564

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 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.

² Consists of development, construction, leasing and legal fees.



Income Statements - Funds ¹
(in thousands)
	Year-to-date ended September 30, 2014
				AKR Pro-						AKR Pro-						AKR Pro-						AKR Pro-						AKR Pro-						AKR Pro-			Total
				rata share						rata share						rata share						rata share						rata share						rata share			AKR Pro-
	Fund I			22.22%			Mervyns I			22.22%			Fund II			20.00%			Mervyns II			20.00%			Fund III			19.90%			Fund IV			23.12%			rata share

PROPERTY REVENUES
Minimum rents	$	91		$	20		$	—		$	—		$	9,378		$	1,876		$	—		$	—		$	22,659		$	4,509		$	10,276		$	2,376		$	8,781
Percentage rents	—			—			—			—			—			—			—			—			231			46			29			6			52
Expense reimbursements - CAM	—			—			—			—			921			184			—			—			3,594			716			1,044			241			1,141
Expense reimbursements - Taxes	—			—			—			—			337			67			—			—			4,187			833			1,306			301			1,201
Other property income	4			1			—			—			365			73			—			—			259			51			78			18			143
Total Property Revenues	95			21			—			—			11,001			2,200			—			—			30,930			6,155			12,733			2,942			11,318

PROPERTY EXPENSES
Property operating - CAM	16			4			—			—			1,655			331			—			—			3,831			762			1,391			322			1,419
Other property operating (Non-CAM)	67			15			—			—			1,277			256			—			—			1,051			210			163			38			519
Real estate taxes	6			—			—			—			1,065			213			—			—			5,504			1,096			1,918			443			1,752
Total Property Expenses	89			19			—			—			3,997			800			—			—			10,386			2,068			3,472			803			3,690

NET OPERATING INCOME - PROPERTIES	6			2			—			—			7,004			1,400			—			—			20,544			4,087			9,261			2,139			7,628

OTHER INCOME (EXPENSE)
Interest income	—			—			—			—			11			3			—			—			186			37			918			212			252
Straight-line rent income	—			—			—			—			765			153			—			—			1,194			238			802			185			576
Straight-line ground rent	—			—			—			—			6			—			—			—			—			—			—			—			—
Above/below market rent	—			—			—			—			—			—			—			—			1,352			269			1,552			358			627
Interest expense	(4		)	—			—			—			(4,373		)	(875		)	—			—			(4,616		)	(918		)	(2,615		)	(605		)	(2,398		)
Amortization of finance costs	—			—			—			—			(188		)	(38		)	—			—			(778		)	(155		)	(897		)	(208		)	(401		)
Above/below market interest expense	—			—			—			—			—			—			—			—			368			73			—			—			73
Asset and property management expense ²	—			—			—			—			(156		)	(31		)	—			—			(444		)	(89		)	(355		)	(82		)	(202		)
Other income/(expense)	(87		)	(19		)	—			—			250			50			—			—			(148		)	(29		)	(63		)	(14		)	(12		)
Transaction costs	—			—			—			—			—			—			—			—			(99		)	(19		)	(1,927		)	(446		)	(465		)
Fund Income	(85		)	(17		)	—			—			3,319			662			—			—			17,559			3,494			6,676			1,539			5,678

FEE INCOME
Income tax benefit (provision)	(2		)	—			—			—			(17		)	(3		)	—			—			(44		)	(9		)	—			—			(12		)
Total Fee Income	(2		)	—			—			—			(17		)	(3		)	—			—			(44		)	(9		)	—			—			(12		)

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments	—			—			410			91			—			—			429			86			—			—			—			—			177
Gain on extinguishment of debt	—			—			—			—			—			—			—			—			(423		)	(85		)	—			—			(85		)
Provision for income taxes (RCP)	—			—			—			—			—			—			—			—			79			16			—			—			16
Total Promote, RCP and Other Income	—			—			410			91			—			—			429			86			(344		)	(69		)	—			—			108

GENERAL AND ADMINISTRATIVE	11			2			(5		)	(1		)	(395		)	(79		)	(12		)	(2		)	(608		)	(120		)	(354		)	(81		)	(281		)

Depreciation and amortization	1			—			—			—			(2,149		)	(429		)	—			—			(9,212		)	(1,833		)	(4,485		)	(1,037		)	(3,299		)
Gain on disposition of properties	—			—			—			—			(865		)	(173		)	—			—			61,818			11,974			38,866			8,986			20,787
Gain on disposition of land	—			—			—			—			561			112			—			—			1,168			560			—			—			672
Income before noncontrolling interest	(75		)	(15		)	405			90			454			90			417			84			70,337			13,997			40,703			9,407			23,653

Noncontrolling interest - OP	—			—			(18		)	(4		)	(20		)	(4		)	(15		)	(3		)	(3,140		)	(625		)	(1,830		)	(423		)	(1,059		)

NET INCOME	$	(75	)	$	(15	)	$	387		$	86		$	434		$	86		$	402		$	81		$	67,197		$	13,372		$	38,873		$	8,984		$	22,594

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 and promotes to the Company. As it is the recipient of such fees, the Company does not recognize its pro-rata share of these expenses.



Income Statements - Funds ¹
(in thousands)
	Three months ended September 30, 2014
				AKR Pro-						AKR Pro-						AKR Pro-					AKR Pro-				AKR Pro-		AKR Pro-	Total
				rata share						rata share						rata share					rata share				rata share		rata share	AKR Pro-
	Fund I			22.22%			Mervyns I			22.22%			Fund II			20.00%			Mervyns II		20.00%		Fund III		19.90%	Fund IV	23.12%	rata share

PROPERTY REVENUES
Minimum rents	$	15		$	3		$	—		$	—		$	3,295		$	659		—		—		7,343		$ 1,461	$ 3,289	$ 760	$ 2,883
Percentage rents	—			—			—			—			—			—			—		—		40		8	2	—	8
Expense reimbursements - CAM	—			—			—			—			222			44			—		—		1,028		205	195	45	294
Expense reimbursements - Taxes	—			—			—			—			105			21			—		—		1,218		242	346	80	343
Other property income	—			—			—			—			248			50			—		—		85		17	35	8	75
Total Property Revenues	15			3			—			—			3,870			774			—		—		9,714		1,933	3,867	893	3,603

PROPERTY EXPENSES
Property operating - CAM	—			—			—			—			453			91			—		—		1,183		235	457	106	432
Other property operating (Non-CAM)	14			3			—			—			346			69			—		—		266		53	38	9	134
Real estate taxes	2			—			—			—			354			71			—		—		1,480		295	573	132	498
Total Property Expenses	16			3			—			—			1,153			231			—		—		2,929		583	1,068	247	1,064

NET OPERATING INCOME - PROPERTIES	(1		)	—			—			—			2,717			543			—		—		6,785		1,350	2,799	646	2,539

OTHER INCOME (EXPENSE)
Interest income	—			—			—			—			4			1			—		—		154		31	530	123	155
Straight-line rent income	—			—			—			—			216			43			—		—		256		51	438	101	195
Straight-line ground rent	—			—			—			—			2			—			—		—		—		—	—	—	—
Above/below market rent	—			—			—			—			—			—			—		—		381		76	67	15	91
Interest expense	(2		)	—			—			—			(1,224		)	(245		)	—		—		(1,489	)	(296)	(708)	(164)	(705)
Amortization of finance costs	—			—			—			—			(68		)	(14		)	—		—		(256	)	(51)	(286)	(66)	(131)
Above/below market interest expense	—			—			—			—			—			—			—		—		124		25	—	—	25
Asset and property management expense ²	—			—			—			—			(90		)	(18		)	—		—		(129	)	(26)	(163)	(38)	(82)
Other income/(expense)	—			—			—			—			—			—			—		—		(133	)	(26)	13	3	(23)
Transaction costs	—			—			—			—			7			1			—		—		(82	)	(16)	(656)	(152)	(167)
Fund Income	(3		)	—			—			—			1,564			311			—		—		5,611		1,118	2,034	468	1,897

FEE INCOME
Income tax benefit (provision)	—			—			—			—			—			—			—		—		—		—	—	—	—
Total Fee Income	—			—			—			—			—			—			—		—		—		—	—	—	—

PROMOTE, RCP AND OTHER INCOME
Equity in earnings (losses) from RCP investments	—			—			410			91			—			—			—		—		—		—	—	—	91
Gain on extinguishment of debt	—			—			—			—			—			—			—		—		—		—	—	—	—
Provision for income taxes (RCP)	—			—			—			—			—			—			—		—		88		18	—	—	18
Total Promote, RCP and Other Income	—			—			410			91			—			—			—		—		88		18	—	—	109

GENERAL AND ADMINISTRATIVE	(37		)	(8		)	(3		)	(1		)	(223		)	(45		)	(7	)	(1	)	(373	)	(74)	(187)	(43)	(172)

Depreciation and amortization	1			—			—			—			(879		)	(176		)	—		—		(2,889	)	(575)	(1,062)	(246)	(997)



Gain on disposition of properties	—			—			—			—			—			—			—			—			60,389			11,967	38,866	8,986	20,953
Gain on disposition of land	—			—			—			—			—			—			—			—			1,013			252	—	—	252
Income before noncontrolling interest	(39		)	(8		)	407			90			462			90			(7		)	(1		)	63,839			12,706	39,651	9,165	22,042

Noncontrolling interest - OP	—			—			(18		)	(4		)	(20		)	(4		)	—			—			(2,889		)	(575)	(1,791)	(414)	(997)

NET INCOME	$	(39	)	$	(8	)	$	389		$	86		$	442		$	86		$	(7	)	$	(1	)	$	60,950		$ 12,131	$ 37,860	$ 8,751	$ 21,045

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 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. 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 and promotes to the Company. As it is the recipient of such fees, the Company does not recognize its pro-rata share of these expenses.



Funds from Operations ("FFO") ¹
(in thousands)

	2014												2013
	Current			Current			Previous			Previous
	Year-to-Date			Quarter			Quarter			Quarter			Year-to-Date			Quarter
	Period ended			3 months ended			3 months ended			3 months ended			Period ended			3 months ended
Funds from operations ("FFO"):	September 30, 2014			September 30, 2014			June 30, 2014			March 31, 2014			September 30, 2013			September 30, 2013

Net Income	$	61,623		$	28,564		$	11,464		$	21,595		$	27,865		$	9,485
Add back:
Depreciation of real estate and amortization of leasing costs:
(net of noncontrolling interest share)	27,607			9,766			8,987			8,853			23,123			8,335
Gain on disposition of properties (net of noncontrolling interest share)	(33,180		)	(20,953		)	166			(12,393		)	(776		)	—
Impairment of asset	—			—			—			—			1,500			—
Income attributable to noncontrolling interests'
share in Operating Partnership	2,672			1,350			459			863			—			—
FFO	$	58,722		$	18,727		$	21,076		$	18,918		$	52,057		$	17,929

Adjusted Funds from operations ("AFFO"):
Diluted FFO	$	58,722		$	18,727		$	21,076		$	18,918		$	52,057		$	17,929
Straight-line rent, net	(2,646		)	(909		)	(1,012		)	(725		)	(2,894		)	(1,094		)
Straight-line ground rent	—			—			—			—			62			20
Above/below market rent	(2,500		)	(664		)	(947		)	(889		)	(2,660		)	(1,063		)
Amortization of finance costs	1,137			375			388			374			1,151			489
Above/below market interest	(598		)	(200		)	(199		)	(199		)	(1,189		)	(307		)
Loss (gain) on extinguishment of debt	90			2			16			72			—			—
Non-real estate depreciation	387			130			130			127			330			119
Leasing commissions	(711		)	(134		)	(401		)	(176		)	(1,276		)	(208		)
Tenant improvements	(3,635		)	(1,259		)	(853		)	(1,523		)	(4,604		)	(1,956		)
Capital expenditures	(777		)	(187		)	(146		)	(444		)	(1,025		)	(424		)
AFFO	$	49,469		$	15,881		$	18,052		$	15,535		$	39,952		$	13,505

Funds Available for Distribution ("FAD"):
AFFO	$	49,469		$	15,881		$	18,052		$	15,535		$	39,952		$	13,505
Scheduled principal repayments	(4,144		)	(1,620		)	(1,059		)	(1,465		)	(4,537		)	(1,571)
FAD	$	45,325		$	14,261		$	16,993		$	14,070		$	35,415		$	11,934

Total weighted average diluted shares and OP Units:	60,595			62,797			60,521			58,419			55,735			56,436

Diluted FFO per share:
FFO	$	0.97		$	0.30		$	0.35		$	0.32		$	0.93		$	0.32
AFFO	$	0.82		$	0.25		$	0.30		$	0.27		$	0.72		$	0.24
FAD	$	0.75		$	0.23		$	0.28		$	0.24		$	0.64		$	0.21

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.



EBITDA
(in thousands)

	Year-to-Date									Current Quarter
	Period ended September 30, 2014									Three months ended September 30, 2014
	Core									Core
	Portfolio			Funds			TOTAL			Portfolio			Funds			TOTAL

NET INCOME	$	39,029		$	22,594		$	61,623		$	7,519		$	21,045		$	28,564

Add back:
Depreciation and amortization	24,695			3,299			27,994			8,899			997			9,896
Interest expense	15,532			2,398			17,930			5,250			705			5,955
Amortization of finance costs	736			401			1,137			244			131			375
Above/below market interest	(525		)	(73		)	(598		)	(175		)	(25		)	(200		)
Gain on disposition of properties	(12,393		)	(20,787		)	(33,180		)	—			(20,953		)	(20,953		)
Gain on disposition of land	(190		)	(672		)	(862		)	(190		)	(252		)	(442		)
Provision (benefit) for income taxes	85			(4		)	81			71			(18		)	53
Loss on extinguishment of debt	5			85			90			2			—			2
Noncontrolling interest - OP	1,613			1,059			2,672			353			997			1,350

EBITDA	$	68,587		$	8,300		$	76,887		$	21,973		$	2,627		$	24,600



Core Portfolio
Same Property Performance ¹
(in thousands)

	Quarter							Year-to-Date

	Three months ended						Percentage Growth in Same	Period ended				Percentage Growth in Same
							Property NOI -					Property NOI -
	September 30, 2014			September 30, 2013			% of Line Item	September 30, 2014		September 30, 2013		% of Line Item

Revenue
Minimum rents	$	16,740		$	15,992		4.7%	$	49,973	$	47,802	4.5%
Expense reimbursements	4,149			4,358			(4.8)%	13,371		12,754		4.8%
Other property income	113			131			(13.7)%	544		558		(2.5)%

Total Revenue	21,002			20,481			2.5%	63,888		61,114		4.5%

Expenses
Property operating - CAM & Real estate taxes	4,845			5,341			9.3%	15,691		15,000		(4.6)%
Other property operating (Non-CAM)	534			636			16.0%	1,049		1,475		28.9%

Total Expenses	5,379			5,977			10.0%	16,740		16,475		(1.6)%

Same Property NOI - Core properties	$	15,623		$	14,504		7.7%	$	47,148	$	44,639	5.6%

Other same property information
Physical Occupancy	95.9		%	93.8		%		95.9%		93.8%
Leased Occupancy	97.0		%	95.5		%		97.0%		95.5%


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



Fee income by Fund
(in thousands)

	Fund I		Fund II		Fund III		Fund IV		Other		Total
Nine Months ended September 30, 2014
Asset and property management fees	$	33	$	1,924	$	4,058	$	5,041	$	430	$	11,486
Transactional fees	46		2,624		1,264		1,026		526		5,486
Total management fees and priority distributions	$	79	$	4,548	$	5,322	$	6,067	$	956	$	16,972



	Fund I		Fund II		Fund III		Fund IV		Other		Total
Current Quarter ended September 30, 2014
Asset and property management fees	$	11	$	625	$	1,234	$	1,598	$	164	$	3,632
Transactional fees	31		772		331		591		22		1,747
Total management fees and priority distributions	$	42	$	1,397	$	1,565	$	2,189	$	186	$	5,379


	Fund I		Fund II		Fund III		Fund IV		Other		Total
Previous Quarter ended June 30, 2014
Asset and property management fees	$	11	$	656	$	1,384	$	1,692	$	147	$	3,890
Transactional fees	4		841		431		250		32		1,558
Total management fees and priority distributions	$	15	$	1,497	$	1,815	$	1,942	$	179	$	5,448


	Fund I		Fund II		Fund III		Fund IV		Other		Total
Previous Quarter ended March 31, 2014
Asset and property management fees	$	11	$	643	$	1,440	$	1,751	$	119	$	3,964
Transactional fees	11		1,011		502		185		472		2,181
Total management fees and priority distributions	$	22	$	1,654	$	1,942	$	1,936	$	591	$	6,145



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	$	404,582			$	(112,947	)	$	12,392		$	304,027			reflects all adjustments, which in the opinion of management,
Buildings and improvements	1,304,438				(342,398		)	67,510			1,029,550				are necessary for the fair presentation of the consolidated
Construction in progress	7,977				(4,800		)	124			3,301				balance sheet for the interim period.
	1,716,997				(460,145		)	80,026			1,336,878
Less: accumulated depreciation	(251,545		)		64,748			(9,040		)	(195,837		)		² The Company currently invests in Funds I, II, III & IV and Mervyns I & II
Net real estate	1,465,452				(395,397		)	70,986			1,141,041				which are consolidated with the Company's financial statements.
															To provide investors with supplemental information, the Company's
Net real estate under development	398,727			³	(322,627		)	3,089			79,189				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	131,132				(35,370		)	1,588			97,350				and liability line items. Similarly, the presentation also includes
Cash in escrow	26,820				(16,452		)	942			11,310				the Company's pro-rata share of assets and liabilities for
Restricted cash	49,281				(39,567		)	—			9,714				unconsolidated investments which are accounted for under the equity
Investments in and advances to unconsolidated affiliates	123,693				(92,695		)	(30,529		)	469				method of accounting for the Company's financial statements.
Rents receivable, net	6,840				(2,535		)	636			4,941
Straight-line rents receivable, net	26,507				(10,723		)	1,299			17,083
Notes receivable	94,409				(2,593		)	—			91,816				³ The components of Net real estate under development are as follows:
Deferred charges, net	29,745				(16,580		)	1,528			14,693				Fund II	$	362,265
Prepaid expenses and other assets	58,533				(797		)	958			58,694			⁴	Fund III	34,151
Acquired lease intangibles	43,512				(12,967		)	2,025			32,570				Fund IV	598
															Other	1,713
Total Assets	$	2,454,651			$	(948,303	)	$	52,522		$	1,558,870			Total Funds	$	398,727

LIABILITIES AND SHAREHOLDERS' EQUITY
															⁴ The components of Prepaid expenses and other assets are as follows:
Mortgage and other notes payable	$	1,139,724			$	(651,715	)	$	56,983		$	544,992			Due from Fund Investors	$	26,598
Valuation of debt at acquisition, net of amortization	1,342				—			18			1,360				Prepaid expenses	7,383
Acquired lease intangibles	24,441				(7,580		)	1,713			18,574				Contract deposits	5,944
Accounts payable and accrued expenses	43,196				(18,122		)	1,442			26,516				Accrued interest on Notes Receivable	5,288
Dividends and distributions payable	14,864				—			—			14,864				Unsettled ATM Trades	880
Share of losses in excess of inv. in unconsolidated affiliates	8,416				—			(8,416		)	—				Other	12,601
Other liabilities	20,334				(6,191		)	782			14,925				Total	$	58,694

Total Liabilities	1,252,317				(683,608		)	52,522			621,231

Shareholders' equity:
Common shares	60				—			—			60
Additional paid-in capital	783,791				—			—			783,791
Accumulated other comprehensive loss	(1,554		)		—			—			(1,554		)
Retained earnings	58,954				—			—			58,954
Total controlling interest	841,251				—			—			841,251
Noncontrolling interest in subsidiary	361,083				(264,695		)	—			96,388
Total Shareholders' Equity	1,202,334				(264,695		)	—			937,639

Total Liabilities and Shareholders' Equity	$	2,454,651			$	(948,303	)	$	52,522		$	1,558,870



Structured Financing
(in thousands)

								Balance at
	Balance at							September 30, 2014						Stated		Effective
	June 30, 2014									Accrued				Interest		Interest	Maturity
Investment	Principal		Advances		Repayments			Principal		Interest		Total		Rate		Rate ¹	Dates


First mortgage notes	$	16,269	$	—	$	—		$	16,269	$	180	$	16,449	6.69	%	7.20%	2014 to 2015

Mezzanine, preferred equity and other notes	80,038		1,795		(6,850		)	74,983		5,098		80,081		12.17	%	12.51%	2015 to 2024

Total notes receivable	$	96,307	$	1,795	$	(6,850	)	$	91,252	$	5,278	$	96,530	11.19	%	11.56%

Note:
¹ Inclusive of points and exit fees.
								Balance at
Reconciliation of Notes Receivable to the Consolidated Balance Sheet								September 30, 2014

Total Notes Receivable per above								$	91,252
Fund III non-real estate loans								3,157

Total Notes Receivable per Consolidated Balance Sheet								$	94,409



2014 Transactional Activity
(in thousands)

Acquisitions:

Property Name	Purchase Price		Ownership %	Month of Transaction	Location	Key Tenants

Core Portfolio:

2014 Transactions

11 E. Walton	$	44,000	100%	January	Chicago, IL	Marc Jacobs, Saint Laurent
61 Main Street	7,300		100%	February	Westport, CT	Chico's
865 W. North Avenue	14,750		100%	March	Chicago, IL	Forever 21
252-256 Greenwich Avenue	24,450		100%	March	Greenwich, CT	Madwell, Calypso St. Barth, Jack Wills
152-154 Spring Street	38,000		90%	April	New York, NY	Kate Spade Saturday
2520 Flatbush Avenue	17,100		100%	May	New York, NY	Bob's Furniture, Capital One
Bedford Green	46,750		100%	July	Bedford Hills, NY	Shop Rite, CVS, Panera Bread
131-135 Prince Street	51,359		100%	August	New York, NY	Folli Follie, Uno De 50
Shops at Grand Avenue	56,000		100%	October	Queens, NY	Stop & Shop

Total	$	299,709

Funds:

Fund IV:

Broughton Street Portfolio ¹	$	33,856	50%	February-September	Savannah, GA	—
Eden Square	25,369		98%	July	Bear, DE	Lowe's, Giant
27 E. 61st Street	19,250		100%	October	New York, NY	—
17 E. 71st Street	28,000		100%	October	New York, NY	—

Total	$	106,475

Dispositions:

Property Name	Disposition Price		Ownership %	Month of Transaction	Location	Key Tenants

Core Portfolio:

Walnut Hill	$	22,865	100%	March	Woonsocket, RI	Sears

Funds:

Fund III:

Sheepshead Bay	$	20,200	100%	April	Brooklyn, NY	—
Lincoln Road	141,800		95%	August	Miami Beach, FL	Starbucks, Sushi Samba

Total	$	162,000

Fund IV:

Lincoln Road	$	200,200	95%	August	Miami Beach, FL	Aldo, Fossil, Spris

Note:

¹ In addition, Fund IV has provided financing to the joint venture.



2014 Guidance
(in millions except per share amounts, all per share amounts are fully diluted)



		2014 Guidance	2013 Actual
Overall:

Fully diluted Common Shares and OP Units - 2014 Weighted Average		62,000 - 62,500	55,954

Full year Funds from Operations ("FFO") per share	¹	$1.35 to $1.40	$1.20

Earnings per Share ("EPS")	¹	$0.72 to $0.77	$0.72


FFO Components:

Core and pro-rata share of Fund ("Fund") portfolio income		$87.0 to $88.5	$70.3

Asset and property management fee income, net of TRS taxes		$15.0 to $15.5	$17.6

Transactional fee income, net of TRS taxes		$7.0 to $8.0	$6.3

Promote, RCP and other income, net of TRS taxes		$1.0 to $1.5	$(0.6)

General and administrative expense		$(27.0) to $(26.5)	$(26.4)

Total		$83.0 to $87.0	$67.2

Note:

¹ FFO and EPS guidance is before acquisition costs which totaled $0.06 through September 30, 2014.
EPS guidance is before gain/loss on disposition of property which totaled $0.59 through September 30, 2014.



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	$	20,733	¹	$	82,932	--						$	2,717	$	10,868	20.00	%	$	2,174	$	6,785		$	27,140		19.90%	$	5,401		$	2,799		$	11,196		23.12%	$	2,589
Less:
(Income)/ loss from sold properties																				(220		)	(880		)		(175		)	(454		)	(1,816		)		(420		)
(Income)/ loss from pre-stabilized assets ³												—		—				—		(1,390		)	(5,560		)		(1,106		)	(418		)	(1,672		)		(387		)
(Income)/ loss from development projects ⁴												—		—				—		(33		)	(132		)		(26		)	(43		)	(172		)		(40		)
Net Operating Income of stabilized assets												2,717		10,868				2,174		5,142			20,568				4,093			1,884			7,536				1,742

Costs to Date
Pre-stabilized assets ³														$	—			$	—				$	92,072			$	18,323					$	37,706			$	8,718
Development projects ⁴														341,800				68,360					30,400				6,050						46,600				10,774

Total Costs to Date														$	341,800			$	68,360				$	122,472			$	24,373					$	84,306			$	19,492

Debt				$	400,171	$	—							$	328,414			$	62,471				$	265,845			$	49,004					$	153,437			$	33,346

Gross asset value ²						2,400
Net Asset Value						$	2,400	37.78	%	$	907


Notes:
¹ Does not include a full quarter of NOI for those assets purchased during the third quarter 2014. See "Transactions Activity" page in this supplemental for descriptions of those acquisitions.
² AKR pro-rata share of Fund I is the promote of 20% plus its co-investment share of the remainder (22% x 80%) for a total of 37.78%.
³Consists of the following projects:
Fund III:
640 Broadway
654 Broadway
Nostrand
Lincoln Park Centre
Fund IV:
2819 Kennedy Blvd
Paramus Plaza
1151 Third Avenue

⁴See "Redevelopment Activity" page in this supplemental



Selected Financial Ratios
(in thousands)

	Three months ended September 30,						Period ended September 30,
													Three months ended September 30,			Three months ended June 30,
	2014			2013			2014			2013			2014			2014
COVERAGE RATIOS ¹												LEVERAGE RATIOS

Fixed-Charge Coverage Ratios												Debt/Market Capitalization Ratios

EBITDA ² divided by:	$	21,973		$	20,989		$	68,587		$	60,519	Debt + Preferred Equity (Preferred O.P. Units)	$	545,683		$	529,108
Interest expense	5,250			5,243			15,532			15,194		Total Market Capitalization	2,300,323			2,252,373
Principal Amortization	1,409			1,320			3,615			3,855		Debt+Preferred Equity/Total Market Capitalization	24%			23%
Preferred Dividends ³	6			5			19			16
Fixed-Charge Coverage Ratio - Core Portfolio	3.3x			3.2x			3.6x			3.2x		Debt ⁶	$	437,928		$	460,587
												Total Market Capitalization	2,193,951			2,184,556
EBITDA divided by:	$	24,600		$	24,673		$	76,887		$	70,547	Net Debt+Preferred Equity/Total Market Capitalization	20%			21%
Interest expense	5,955			6,270			17,930			18,129
Principal Amortization	1,620			1,571			4,144			4,537		Debt/EBITDA Ratios
Preferred Dividends	6			5			19			16
Fixed-Charge Coverage Ratio - Core Portfolio												Debt	$	400,171		$	371,785
and Funds	3.2x			3.1x			3.5x			3.1x		EBITDA (Annualized)	87,892			89,289
												Debt/EBITDA - Core Portfolio	4.6x			4.2x
Payout Ratios
												Debt ⁵	$	310,618		$	325,031
Dividends (Shares) & Distributions (OP Units) paid	$	14,859		$	11,982		$	42,965		$	35,726	EBITDA (Annualized)	87,892			89,289
FFO	18,727			17,929			58,722			52,057		Net Debt/EBITDA - Core Portfolio	3.5x			3.6x
FFO Payout Ratio	79		%	67		%	73		%	69%
FFO Payout Ratio before acquisition costs	73		%	65		%	69%			66%		Debt ⁴	$	545,683		$	528,404
												EBITDA (Annualized)	98,400			100,913
Dividends (Shares) & Distributions (OP Units) paid	$	14,859		$	11,982		$	42,965		$	35,726	Debt/EBITDA - Core Portfolio and Funds	5.5x			5.2x
AFFO	15,881			13,505			49,469			39,952
AFFO Payout Ratio	94		%	89		%	87%			89%		Debt ⁶	$	437,928		$	460,587
AFFO Payout Ratio before acquisition costs	84		%	85		%	81%			85%		EBITDA (Annualized)	98,400			100,913
												Net Debt/EBITDA - Core Portfolio and Funds	4.5x			4.6x
Dividends (Shares) & Distributions (OP Units) paid	$	14,859		$	11,982		$	42,965		$	35,726
FAD	14,261			11,934			45.325			35.415		Debt Yield Ratios
FAD Payout Ratio	104		%	100		%	95%			101%
FAD Payout Ratio before acquisition costs	93		%	96		%	88%			95%		NOI (Annualized)	$	82,932		$	78,940
												Debt	400,171			371,785
												Debt Yield - Core Portfolio	21%			21%
Notes:
												NOI (Annualized)	$	82,932		$	78,940
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 coverage ratios include the Company's pro-rata share of FFO, AFFO, EBITDA, interest expense and principal amortization related to both the Company's consolidated and unconsolidated investments in joint ventures. ²See page 9 for a calculation of EBITDA. ³Represents preferred distributions on Preferred Operating partnership Units. ⁴Includes the Company's pro-rata share of consolidated and unconsolidated joint venture debt. 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 Funds cash balance at end of period.												Debt ⁵	310,618			325,031
												Net Debt Yield - Core Portfolio	27%			24%

												NOI (Annualized)	$	93,088		$	89,176
												Debt ⁴	545,683			528,404
												Debt Yield - Core Portfolio and Funds	17		%	17		%

												NOI (Annualized)	$	93,088		$	89,176
												Debt ⁶	437,928			460,587
												Net Debt Yield - Core Portfolio and Funds	21%			19%



Portfolio Debt - Summary
Reconciliation from Pro-Rata Share of Debt to Consolidated Debt per Financial Statement
(in thousands)

	Acadia Pro-Rata Share of Debt ²														Reconciliation to Consolidated Debt as Reported
															Add:		Less:			Acadia
	Core Portfolio				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	$	386,272	5.1	%	$	70,047	4.6	%	$	456,319	5.0	%	84	%	$	401,866	$	(43,410	)	$	814,775
Variable-Rate Debt	13,899		1.7	%	74,774		2.2	%	88,673		2.1	%	16	%	249,850		(13,574		)	324,949

Total	$	400,171	5.0	%	$	144,821	3.3	%	$	544,992	4.6	%	100	%	$	651,716	$	(56,984	)	1,139,724
Unamortized premium																				1,342
																				$	1,141,066


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.



Portfolio Debt - Detail
(in thousands)

	Principal Balance at			Acadia's Pro-rata Share				Interest	Maturity	Extension
Property	September 30, 2014			Percent	Amount			Rate	Date	Options

CORE PORTFOLIO

Fixed-Rate Debt
Crossroads Shopping Center	$	57,410		49.0%	$	28,131		5.37%	12/1/2014	None
Crescent Plaza	16,530			100.0%	16,530			4.98%	9/6/2015	None
Pacesetter Park Shopping Center	11,365			100.0%	11,365			5.12%	11/6/2015	None
Elmwood Park Shopping Center	32,340			100.0%	32,340			5.53%	1/1/2016	None
Chicago Portfolio	15,340			100.0%	15,340			5.61%	2/1/2016	None
The Gateway Shopping Center	19,519			100.0%	19,519			5.44%	3/1/2016	None
330-340 River Street	10,729			100.0%	10,729			5.30%	5/1/2016	1 x 60 mos.
Brandywine Town Center	166,200			22.2%	36,933			5.99%	7/1/2016	None
Rhode Island Place Shopping Center	16,035			100.0%	16,035			6.35%	12/1/2016	None
Convertible Notes	380			100.0%	380			3.75%	12/15/2016	None
239 Greenwich Avenue	26,000			75.0%	19,500			5.42%	2/11/2017	None
639 West Diversey	4,269			100.0%	4,269			6.65%	3/1/2017	None
Merrillville Plaza	25,589			100.0%	25,589			5.88%	8/1/2017	None
Bedford Green	29,693			100.0%	29,693			5.10%	9/5/2017	None
Georgetown Portfolio	17,963			50.0%	8,982			4.72%	12/10/2027	None
Interest rate swaps ¹	111,103			99.9%	110,937			4.11%	Various

Sub-Total Fixed-Rate Debt	560,465				386,272			5.12%

Variable-Rate Debt

Unsecured Line of Credit ²	—			100.0%	—			Libor + 140	1/31/2018	1 x 12 mos.
664 N. Michigan	44,685			100.0%	44,685			Libor + 165	6/28/2018	1 x 60 mos.
Unsecured Term Loan	50,000			100.0%	50,000			Libor + 130	11/25/2019	None
4401 N White Plains Road	6,172			100.0%	6,172			Libor + 190	9/1/2022	None
28 Jericho Turnpike	15,853			100.0%	15,853			Libor + 190	1/23/2023	None
60 Orange Street	8,292			98.0%	8,126			Libor + 175	4/3/2023	None
Interest rate swaps ¹	(111,103		)	99.9%	(110,937		)	Libor + 156

Sub-Total Variable-Rate Debt	13,899				13,899			Libor + 156

Total Core Portfolio Debt	574,364				400,171			5.00%

Portfolio Debt - Detail (continued)

(in thousands)

Principal Balance at

Acadia's Pro-rata Share

Interest

Maturity

Extension

Property

Entity

September 30, 2014

Percent

Amount

Rate

Date

Options

Funds

Fixed-Rate Debt

CityPoint ³

Fund II

20,000

18.8%

3,766

7.25%

11/1/2014

None

Arundel Plaza ³

Fund III

8,808

17.9%

1,578

5.60%

4/1/2015

None

216th Street ³

Fund II

25,500

19.8%

5,054

5.80%

10/1/2017

None

CityPoint ³

Fund II

198,500

18.8%

37,375

4.75%

2019 ⁶

None

CityPoint ^3,5

Fund II

5,262

18.8%

991

1.00%

8/23/2019

None

Interest rate swaps ¹

Funds II, III & IV

108,641

19.6%

21,283

3.59%

Various

Sub-Total Fixed-Rate Debt

366,711

70,047

4.57%

Variable-Rate Debt

Parkway Crossing ³

Fund III

13,030

17.9%

2,334

Libor + 220

1/1/2015

2 x 12 mos.

Liberty Avenue ³

Fund II

9,002

19.8%

1,784

Libor + 275

4/30/2015

None

210 Bowery

Fund IV

4,600

23.1%

1,064

Libor + 195

6/1/2015

None

640 Broadway ³

Fund III

22,678

12.6%

2,849

Libor + 295

7/1/2015

1 x 12 mos.

CityPoint ³

Fund II

20,650

18.8%

3,888

Libor + 400

8/12/2015

None

CityPoint ³

Fund II

20,000

18.8%

3,766

Libor + 500

8/23/2015

1 x 12 mos.

Cortlandt Towne Center

Fund III

84,148

19.9%

16,745

Libor + 165

10/26/2015

None

Acadia Strategic Opportunity IV LLC ⁴

Fund IV

67,400

23.1%

15,583

Libor + 165

11/20/2015

1 x 12 mos.

Nostrand Avenue

Fund III

12,177

19.9%

2,423

Libor + 265

2/1/2016

2 x 12 mos.

Heritage Shops

Fund III

24,500

19.9%

4,876

Libor + 155

2/28/2016

2 x 12 mos.

Promenade at Manassas ³

Fund IV

25,000

22.8%

5,696

Libor + 140

11/19/2016

2 x 12 mos.

Lincoln Park Centre

Fund III

23,000

19.9%

4,578

Libor + 145

12/3/2016

2 x 12 mos.

1701 Belmont Avenue ^{3, 7}

Fund IV

3,461

22.8%

789

Prime + 145

1/31/2017

None

654 Broadway

Fund III

9,000

19.9%

1,791

Libor + 188

3/1/2017

2 x 12 mos.

New Hyde Park Shopping Center

Fund III

11,840

19.9%

2,356

Libor + 185

5/1/2017

2 x 12 mos.

938 W. North Avenue ³

Fund IV

12,500

18.5%

2,312

Libor + 235

5/1/2017

1 x 12 mos.

1151 Third Avenue

Fund IV

12,500

23.1%

2,890

Libor + 175

6/3/2017

1 x 12 mos.

161st Street ³

Fund II

29,500

19.8%

5,847

Libor + 250

4/1/2018

None

Paramus Plaza ³

Fund IV

12,600

11.6%

1,457

Libor + 170

2/20/2019

None

Lake Montclair

Fund IV

15,376

23.1%

3,555

Libor + 215

5/1/2019

None

White City Shopping Center ³

Fund III

56,664

16.7%

9,474

Libor + 215

2/19/2021

None

Interest rate swaps ¹

Funds II, III & IV

(108,641

)

19.6%

(21,283

)

Libor + 232

Sub-Total Variable-Rate Debt

380,985

74,774

Libor + 203

Total Funds Portfolio Debt

747,696

144,821

3.34%

Total Debt

1,322,060

544,992

4.56%

Portfolio Debt - Notes

(in thousands)

¹ The Company has hedged a portion of its variable-rate debt with variable to fixed-rate swap agreements

² This 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 September 30, 2014, the interest rate is LIBOR + 140 basis points.

³ Acadia's interest in this Fund debt is also reflected net of other JV interests at the investment level.

⁴ Total 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 $239,881.

⁵ This loan was made in connection with the New Markets Tax Credit and contains a borrower option to purchase the loan for $1 at the end of the term.

⁶ The maturity date of this loan is five years after the final advancing of funds which is currently anticipated to occur by the end of 2014.

⁷ Bears interest at the greater of 4% or the Prime Rate plus 50 basis points.



Future Debt Maturities ¹
(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

2014	$	1,643	$	57,109	$	58,752	$	1,453	$	27,983	$	29,436	5.37	%	5.37	%	n/a
2015	5,378		27,344		32,722		5,214		27,344		32,558		5.04	%	5.04	%	n/a
2016	3,820		257,953		261,773		3,650		128,686		132,336		5.87	%	5.87	%	n/a
2017	3,042		82,926		85,968		2,863		76,426		79,289		5.50	%	5.50	%	n/a
2018	1,773		40,058		41,831		1,585		40,058		41,643		1.81	%	n/a		1.81	%
Thereafter	7,944		85,374		93,318		5,947		78,962		84,909		2.09	%	4.72	%	1.63	%
Total	$	23,600	$	550,764	$	574,364	$	20,712	$	379,459	$	400,171





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

2014	$	992	$	20,000	$	20,992	$	182	$	3,766	$	3,948	7.25	%	7.25	%	n/a
2015	3,487		248,737		252,224		679		49,304		49,983		2.57	%	5.60	%	2.46	%
2016	2,035		83,897		85,932		406		17,422		17,828		1.78	%	n/a		1.78	%
2017	1,367		72,595		73,962		255		14,738		14,993		3.49	%	5.80	%	2.24	%
2018	1,166		29,500		30,666		214		5,847		6,061		2.66	%	n/a		2.66	%
Thereafter	1,229		282,691		283,920		205		51,803		52,008		3.98	%	4.65	%	2.24	%
Total	$	10,276	$	737,420	$	747,696	$	1,941	$	142,880	$	144,821

Note:
¹ Does not include any applicable extension options



Core Portfolio Retail Properties - Detail ¹
														Leased								Annualized
		Year	Acadia's		Gross Leaseable Area			In Place Occupancy						Occupancy		Annualized Base Rent PSF						Base Rent
Property	Key Tenants	Acquired	interest		Anchors	Shops	Total	Anchors		Shops		Total		Total		Anchors		Shops		Total		Total

STREET RETAIL
Chicago Metro

664 N. Michigan Avenue	Tommy Bahama, Ann Taylor Loft	2013	100.0	%	—	18,141	18,141	—		100.0	%	100.0	%	100.0	%	$	—	$	237.23	$	237.23	$	4,303,538
Rush and Walton Streets Collection - 6 properties	Lululemon, Brioni, BHLDN, Marc Jacobs	2011/12	100.0	%	—	41,432	41,432	—		100.0	%	100.0	%	100.0	%	—		150.06		150.06		6,217,236
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		33.92		41.27		1,909,285
Clark Street and W. Diversey Collection - 3 properties	Ann Taylor, Akira	2011/12	100.0	%	—	23,531	23,531	—		66.0	%	66.0	%	86.7	%	—		53.69		53.69		834,277
Halsted and Armitage Collection - 9 properties	Intermix, BCBG, Club Monaco	2011/12	100.0	%	20,580	24,078	44,658	100.0	%	90.9	%	95.1	%	95.1	%	20.70		64.46		43.25		1,836,435
North Lincoln Park Chicago Collection - 6 properties	Forever 21, Aldo, Carhartt, Chase Bank	2011/14	100.0	%	—	51,255	51,255	—		86.5	%	86.5	%	86.5	%	—		38.29		38.29		1,698,169
					37,080	188,196	225,276	100.0	%	90.9	%	92.4	%	94.6	%	35.76		90.43		80.69		16,798,940
New York Metro
83 Spring Street	Paper Source	2012	100.0	%	—	3,000	3,000	—		100.0	%	100.0	%	100.0	%	—		207.96		207.96		623,884
152-154 Spring Street	Kate Spade Saturday	2014	100.0	%	—	2,936	2,936	—		100.0	%	100.0	%	100.0	%	—		728.66		728.66		2,139,360
Mercer Street	3 X 1 Denim	2011	100.0	%	—	3,375	3,375	—		100.0	%	100.0	%	100.0	%	—		120.44		120.44		406,494
East 17th Street	-	2008	100.0	%	—	11,467	11,467	—		—		—		100.0	%	—		—		—		—
West 54th Street	Stage Coach Tavern	2007	100.0	%	—	5,773	5,773	—		92.3	%	92.3	%	100.0	%	—		408.99		408.99		2,179,522
61 Main Street	Chicos	2014	100.0	%	—	3,400	3,400	—		100.0	%	100.0	%	100.0	%	—		103.40		103.40		351,560
181 Main Street	TD Bank	2012	100.0	%	—	11,350	11,350	—		100.0	%	100.0	%	100.0	%	—		74.77		74.77		848,683
4401 White Plains Road	Walgreens	2011	100.0	%	12,964	—	12,964	100.0	%	—		100.0	%	100.0	%	48.21		—		48.21		625,000
Bartow Avenue	Sleepy's	2005	100.0	%	—	14,676	14,676	—		100.0	%	100.0	%	100.0	%	—		31.89		31.89		467,987
239 Greenwich Avenue	Restoration Hardware	1998	75.0	%	—	16,834	16,834	—		100.0	%	100.0	%	100.0	%	—		92.35		92.35		1,554,663
252-256 Greenwich Avenue	Madewell, Calypso, Jack Wills	2014	100.0	%	—	9,172	9,172	—		100.0	%	100.0	%	100.0	%	—		131.14		131.14		1,202,772
Third Avenue	Planet Fitness	2006	100.0	%	21,650	18,670	40,320	100.0	%	100.0	%	100.0	%	100.0	%	22.19		21.79		22.00		887,172
868 Broadway	Dr Martens	2013	100.0	%	—	2,031	2,031	—		100.0	%	100.0	%	100.0	%	—		335.83		335.83		682,069
313-315 Bowery ²	John Varvatos, Patagonia	2013	100.0	%	—	6,600	6,600	—		100.0	%	100.0	%	100.0	%	—		66.00		66.00		435,600
120 West Broadway	HSBC Bank, Citibank	2013	100.0	%	—	13,638	13,638	—		81.7	%	81.7	%	81.7	%	—		144.86		144.86		1,613,503
131-135 Prince Street	Folli Follie, Uno De 50	2013	100.0	%	—	3,200	3,200	—		100.0	%	100.0	%	100.0	%	—		385.11		385.11		1,232,352
2520 Flatbush Avenue	Bob's Discount Furniture, Capital One	2014	100.0	%	—	29,114	29,114	—		100.0	%	100.0	%	100.0	%	—		36.05		36.05		1,049,538
					34,614	155,236	189,850	100.0	%	90.7	%	92.4	%	98.7	%	31.93		107.90		92.91		16,300,159
District of Columbia Metro
1739-53 & 1801-03 Connecticut Avenue	Ruth Chris Steakhouse, TD Bank	2012	100.0	%	—	22,907	22,907	—		100.0	%	100.0	%	100.0	%	—		58.00		58.00		1,328,703
Rhode Island Place Shopping Center	TJ Maxx	2012	100.0	%	24,996	32,533	57,529	100.0	%	92.3	%	95.7	%	95.7	%	12.50		40.80		27.95		1,537,929
M Street and Wisonsin Corridor - 7 Properties	Lacoste, Juicy Couture, Coach	2011	63.5	%	—	31,629	31,629	—		93.4		93.4	%	93.4	%	—		81.89		81.89		2,420,201
					24,996	87,069	112,065	100.0	%	94.8	%	96.0	%	97.8	%	12.50		60.26		49.16		5,286,833
Boston Metro
330-340 River Street	Whole Foods	2012	100.0	%	40,800	13,426	54,226	100.0	%	100.0	%	100.0	%	100.0	%	17.05		32.38		20.85		1,130,470
					40,800	13,426	54,226	100.0	%	100.0	%	100.0	%	100.0	%	17.05		32.38		20.85		1,130,470

Total Street Retail					137,490	443,927	581,417	100.0	%	91.9	%	93.8	%	97.0	%	$	25.02	$	88.44	$	72.46	$	39,516,402

Acadia Share Total Street Retail					137,490	427,404	564,894	100.0	%	91.8	%	93.8	%	97.0	%	$	25.02	$	88.70	$	72.18	$	38,244,596



Notes:
¹ 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 is excluded.
613-623 West Diversey Parkway is under redevelopment
² 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.


Core Portfolio Retail Properties - Detail (continued)
														Leased								Annualized
		Year	Acadia's		Gross Leaseable Area			Occupancy						Occupancy		Annualized Base Rent PSF						Base Rent
Property	Key Tenants	Acquired	interest		Anchors	Shops	Total	Anchors		Shops		Total		Total		Anchors		Shops		Total		Total
SUBURBAN PROPERTIES
New Jersey
Elmwood Park Shopping Center	Walgreens, Pathmark (A&P)	1998	100.0	%	62,610	86,460	149,070	100.0	%	95.3	%	97.3	%	97.3	%	$	25.26	$	25.50	$	25.40	$	3,683,627
Marketplace of Absecon	Rite Aid, Dollar Tree	1998	100.0	%	46,724	57,832	104,556	100.0	%	90.5	%	94.8	%	94.8	%	13.32		15.33		14.38		1,424,852
60 Orange Street	Home Depot	2012	98.0	%	101,715	—	101,715	100.0	%	—		100.0	%	100.0	%	6.83		—		6.83		695,000

New York
Village Commons Shopping Center	-	1998	100.0	%	—	87,330	87,330	—		98.1	%	98.1	%	98.1	%	—		31.28		31.28		2,679,129
Branch Plaza	LA Fitness, CVS	1998	100.0	%	76,189	50,084	126,273	73.6	%	77.8	%	75.2	%	92.5	%	21.35		31.05		25.33		2,406,276
Amboy Center	Stop & Shop (Ahold)	2005	100.0	%	37,266	26,024	63,290	100.0	%	100.0	%	100.0	%	100.0	%	20.00		46.27		30.80		1,949,492
Pacesetter Park Shopping Center	Stop & Shop (Ahold)	1999	100.0	%	52,052	45,552	97,604	100.0	%	76.2	%	88.9	%	88.9	%	8.72		18.69		12.71		1,102,547
LA Fitness	LA Fitness	2007	100.0	%	55,000	—	55,000	100.0	%	—		100.0	%	100.0	%	25.30		—		25.30		1,391,500
Crossroads Shopping Center	Home Goods, PetSmart, Kmart	1998	49.0	%	202,727	107,940	310,667	100.0	%	86.8	%	95.4	%	95.4	%	14.06		43.13		23.25		6,891,706
New Loudon Center	Price Chopper, Marshalls	1993	100.0	%	251,058	4,615	255,673	100.0	%	100.0	%	100.0	%	100.0	%	7.35		31.03		7.78		1,989,333
28 Jericho Turnpike	Kohl's	2012	100.0	%	96,363	—	96,363	100.0	%	—		100.0	%	100.0	%	17.12		—		17.12		1,650,000
Bedford Green	Shop Rite	2014	100.0	%	37,981	49,006	86,987	100.0	%	85.8	%	92.0	%	92.0	%	22.53		34.58		28.86		2,309,909

Connecticut
Town Line Plaza²	Wal-Mart, Stop & Shop (Ahold)	1998	100.0	%	163,159	43,187	206,346	100.0	%	93.6	%	98.7	%	98.7	%	14.72		17.61		15.82		1,681,409

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		1,027,936
Crescent Plaza	Home Depot, Shaw's (Supervalu)	1993	100.0	%	156,985	61,163	218,148	100.0	%	78.9	%	94.1	%	96.0	%	7.51		12.16		8.60		1,765,676

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	%	19.00		23.99		20.40		2,073,560

Illinois
Hobson West Plaza	Garden Fresh Markets	1998	100.0	%	51,692	47,445	99,137	100.0	%	90.5	%	95.5	%	95.5	%	4.64		21.13		12.13		1,147,554

Indiana
Merrillville Plaza	Jo-Ann Fabrics, TJ Maxx	1998	100.0	%	123,220	112,867	236,087	100.0	%	97.2	%	98.7	%	98.7	%	10.72		17.95		14.12		3,290,015

Michigan
Bloomfield Town Square	Best Buy, Home Goods,	1998	100.0	%	153,839	81,947	235,786	100.0	%	100.0	%	100.0	%	100.0	%	11.12		22.51		15.07		3,554,290
	TJ Maxx, Dick's Sporting Goods
Ohio
Mad River Station	Babies 'R' Us, Office Depot	1999	100	%	58,185	65,150	123,335	100.0	%	67.4	%	82.8	%	82.8	%	9.49		17.65		13.00		1,326,780




Delaware
Brandywine Town Center	Lowes, Bed Bath & Beyond,	2003	22.2	%	852,261	48,608	900,869	94.5	%	91.4	%	94.3	%	94.3	%	16.10		20.44		16.32		13,872,559
	Target, Dick's Sporting Goods
Market Square Shopping Center	Trader Joe's, TJ Maxx	2003	22.2	%	42,850	59,197	102,047	100.0	%	100.0	%	100.0	%	100.0	%	17.05		32.49		26.01		2,654,140
Naamans Road	—	2006	22.2	%	—	19,984	19,984	—		100.0	%	100.0	%	100.0	%	—		43.41		43.41		867,517

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		240,664
Plaza 422	Home Depot	1993	100.0	%	139,968	16,311	156,279	100.0	%	100.0	%	100.0	%	100.0	%	4.83		9.80		5.35		835,956
Route 6 Plaza	Kmart	1994	100.0	%	146,568	29,021	175,589	100.0	%	94.8	%	99.1	%	99.1	%	6.04		13.88		7.28		1,267,407
Chestnut Hill	—	2006	100.0	%	—	37,646	37,646	—		100.0	%	100.0	%	100.0	%	—		24.04		24.04		904,845
Abington Towne Center³	Target, TJ Maxx	1998	100.0	%	184,616	31,662	216,278	100.0	%	70.4	%	95.7	%	95.7	%	10.5		32.70		20.54		1,012,801

Total Suburban Properties					3,391,172	1,209,419	4,600,591	98.0	%	90.6	%	96.1	%	96.6	%	$	12.31	$	25.47	$	15.77	$	65,696,480

Acadia Share Total Suburban Properties					2,589,530	1,054,975	3,644,505	98.8	%	90.2	%	96.3	%	97	%	$	11.14	$	24.13	$	14.94	$	48,638,589

TOTAL CORE PROPERTIES					3,528,662	1,653,346	5,182,008	98.1	%	90.9	%	95.8	%	96.7%		$	12.86	$	42.56	$	22.34	$	105,212,882

Acadia Share Total Core Properties					2,727,020	1,482,379	4,209,399	98.9%		90.7%		96.0%		97.0%		$	11.92	$	42.99	$	22.95	$	86,883,185


Notes:
¹ 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 is excluded.
² 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
³ 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.



Core Portfolio Top Tenants - Ranked by Annual Base Rent (ABR) ¹

		Pro-Rata
	Number of stores	Combined			Percentage of Total
	in Core				Percentage of
Tenant	portfolio	GLA	Base Rent		Portfolio GLA		Base Rent

LA Fitness	2	100,000	$	2,336,500	2.4	%	2.7	%

Ann Taylor Loft	2	14,174	2,150,210		0.3	%	2.5	%

Stop and Shop (Ahold)	3	155,177	1,961,300		3.7	%	2.3	%

Supervalu (Shaw's)	2	123,409	1,907,456		2.9	%	2.2	%

TJX Companies	9	218,734	1,892,650		5.2	%	2.2	%
-- TJ Maxx	5	120,123	854,724		2.8%		1.0%
-- Marshalls	2	46,748	434,462		1.1	%	0.5	%
-- Home Goods	2	51,863	603,464		1.2%		0.7%

Home Depot	3	312,718	1,827,600		7.4%		2.1%

Walgreens	3	37,499	1,412,716		0.9	%	1.6	%

Kate Spade	2	4,250	1,333,050		0.1	%	1.5	%

Citibank	5	17,283	1,239,117		0.4	%	1.4	%

Kmart	3	273,969	1,170,078		6.5	%	1.3	%

Bob's Discount Furniture	2	34,723	1,062,507		0.8%		1.2%
TD Bank	2	15,560	1,060,904		0.4%		1.2%
Trader Joe's	2	19,094	967,216		0.5%		1.1%
Urban Outfitters	2	19,902	879,450		0.5%		1.0%
Gap (Banana Republic and Old Navy)	3	13,835	875,513		0.3%		1.0%
Dicks Sporting Goods	2	59,805	860,471		1.4%		1.0%
Sleepy's	5	31,843	852,469		0.8%		1.0%
HSBC Bank	2	5,686	845,879		0.1%		1.0%
Captial One	3	12,778	795,368		0.3%		0.9%
CVS	2	25,393	767,736		0.6%		0.9%
TOTAL	59	1,495,832	$ 26,198,190		35.5%		30.1%


Note:
¹ Does not include tenants that operate at only one of Acadia's properties.



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	—	—	—		$	—	—		7	18,220	1.2	%	$	28.30	0.8	%	7	18,220	0.4	%	$	28.30	0.5	%
2014	3	174,074	5.4	%	6.75		2.8	%	14	47,067	3.1	%	48.40		3.6	%	17	221,141	4.7	%	15.61		3.3	%
2015	5	252,812	7.9	%	13.58		8.3	%	36	131,297	8.7	%	32.73		6.7	%	41	384,109	8.2	%	20.13		7.3	%
2016	10	353,043	11.0	%	12.50		10.7	%	56	231,571	15.4	%	26.22		9.5	%	66	584,614	12.4	%	17.94		10.0	%
2017	6	311,806	9.7	%	11.80		8.9	%	52	211,504	14.1	%	40.40		13.4	%	58	523,310	11.1	%	23.36		11.6	%
2018	7	416,882	13.0	%	12.97		13.1	%	56	172,813	11.5	%	33.09		8.9	%	63	589,695	12.5	%	18.87		10.6	%
2019	7	210,728	6.6	%	10.54		5.4	%	32	102,173	6.8	%	53.76		8.6	%	39	312,901	6.6	%	24.65		7.3	%
2020	6	329,713	10.3	%	12.16		9.7	%	22	90,474	6.0	%	51.77		7.3	%	28	420,187	8.9	%	20.69		8.3	%
2021	7	283,831	8.9	%	13.13		9.0	%	19	91,138	6.1	%	36.45		5.2	%	26	374,969	8.0	%	18.80		6.7	%
2022	2	69,837	2.2	%	26.15		4.4	%	25	100,420	6.7	%	50.60		7.9	%	27	170,257	3.6	%	40.57		6.6	%
2023	3	132,322	4.1	%	11.63		3.7	%	15	76,688	5.1	%	45.23		5.4	%	18	209,010	4.4	%	23.96		4.8	%
Thereafter	16	671,707	20.9	%	14.59		23.8	%	37	229,959	15.3	%	63.07		22.7	%	53	901,666	19.1	%	26.96		23.1	%
Total	72	3,206,755	100.0	%	$	12.86	100.0	%	371	1,503,324	100.0	%	$	42.56	100.0	%	443	4,710,079	100.0	%	$	22.34	100.0	%


		254,916	Anchor GLA Owned by Tenants															254,916	Anchor GLA Owned by Tenants
		66,991	Total Vacant							150,022	Total Vacant							217,013	Total Vacant
		3,528,662	Total Square Feet							1,653,346	Total Square Feet							5,182,008	Total Square Feet


Note:
¹ Leases currently under month to month or in process of renewal



Core Portfolio - New and Renewal Rent Spreads ¹



	Period ended						3 months ended				3 months ended				3 months ended
	September 30, 2014						September 30, 2014				June 30, 2014				March 31, 2014
	GAAP³			Cash²			GAAP³		Cash²		GAAP³		Cash²		GAAP³		Cash²
New leases
Number of new leases executed	10			10			5		5		2		2		3		3
GLA	51,041			51,041			28,917		28,917		5,635		5,635		16,489		16,489
New base rent	$	54.64		$	48.71		$	31.10	$	29.01	$	41.67	$	38.72	$	100.35	$	86.66
Previous base rent	$	31.76		$	32.80		$	25.21	$	26.38	$	23.34	$	25.38	$	46.12	$	46.61
Average cost per square foot	$	141.27		$	141.27		$	141.5	$	141.5	$	1.62	$	1.62	$	188.58	$	188.58
Weighted Average Lease Term (years)	11.6			11.6			9.9		9.9		6.5		6.5		16.3		16.3
Percentage growth in base rent	72.0		%	48.5		%	23.4%		10.0%		78.5%		52.6%		117.6%		85.9%

Renewal leases
Number of renewal leases executed	21			21			5		5		13		13		3		3
GLA	235,341			235,341			42,419		42,419		185,472		185,472		7,450		7,450
New base rent	$	18.91		$	17.91		$	11.92	$	11.90	$	20.18	$	18.96	$	27.05	$	25.99
Expiring base rent	$	16.53		$	16.88		$	11.07	$	11.15	$	17.55	$	17.97	$	22.23	$	22.23
Average cost per square foot	$	—		$	—		$	—	$	—	$	—	$	—	$	—	$	—
Weighted Average Lease Term (years)	4.8			4.8			4.9		4.9		4.8		4.8		5.3		5.3
Percentage growth in base rent	14.4		%	6.1		%	7.7%		6.7%		15.0%		5.5%		21.7%		16.9%

Total new and renewal Leases
Number of new and renewal leases executed	31			31			10		10		15		15		6		6
GLA commencing	286,382			286,382			71,336		71,336		191,107		191,107		23,939		23,939
New base rent	$	25.28		$	23.40		$	19.69	$	18.84	$	20.81	$	19.54	$	77.54	$	67.78
Expiring base rent	$	19.24		$	19.72		$	16.80	$	17.32	$	17.72	$	18.19	$	38.69	$	39.02
Average cost per square foot	$	25.18		$	25.18		$	57.36	$	57.36	$	0.05	$	0.05	$	129.89	$	129.89
Weighted Average Lease Term (years)	6			6			6.9		6.9		4.8		4.8		12.9		12.9
Percentage growth in base rent	31.4		%	18.7		%	17.2%		8.7%		17.5%		7.4%		100.4%		73.7%


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 ("GAAP") basis.



Core Portfolio Capital Expenditures
Current Quarter


	Year-to-Date		Current Quarter			Previous Quarter		Previous Quarter
	Period ended		3 months ended			3 months ended		3 months ended		Prior Year ended
	September 30, 2014		September 30, 2014			June 30, 2014		March 31, 2014		December 31, 2013


Leasing Commissions	$	711	$	134		$	401	$	176	$	1,676
Tenant Improvements	3,635		1,259			853		1523		4057
Capital Expenditures	777		187			146		444		2592
Total Capital Expenditures	$	5,123	$	1,580		$	1,400	$	2,143	$	8,325

Other redevelopment and re-anchoring related activities	$	1,800	$	1,800	¹	$	—	$	—	$	5,953	²


Note:
¹ Consists of $1,800 of costs associated with the re-tenanting at the Branch Plaza.
² Consists of $2,278 of costs associated with the re-anchoring of Crossroads, $1,948 of costs associated with the re-tenanting of Merrillville Plaza,
$890 of costs associated with the re-anchoring of Branch Plaza and $836k of costs associated with the installation of a new tenant at a Chicago Street Retail asset.



Property Demographics - Core
							3-Mile Radius
				Base		Total	Total	#	Median HH		Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income		Income
	Core - Street Retail

	664 N. Michigan Avenue	Chicago	IL	$	4,303,538	18,141	295,897	163,646	$	74,143	$	115,275
	Rush and Walton Streets Collection - 6 properties	Chicago	IL	6,217,236		41,432	319,505	178,056	75,196		116,122
	613-623 West Diversey Parkway	Chicago	IL	—		781,876	404,680	217,820	70,480		105,904
	651-671 West Diversey	Chicago	IL	1,909,285		46,259	413,506	220,785	70,198		105,234
	Clark Street and W. Diversey Collection - 3 properties	Chicago	IL	834,277		23,531	406,523	217,890	70,388		105,694
	Halsted and Armitage Collection - 9 properties	Chicago	IL	1,836,435		44,658	443,549	238,098	72,697		108,583
	North Lincoln Park Chicago Collection - 6 properties	Chicago	IL	1,698,169		51,255	496,377	247,811	68,233		99,096

	83 Spring Street	Manhattan	NY	623,884		3,000	981,658	479,147	85,920		121,994
	152-154 Spring Street	Manhattan	NY	2,139,360		2,936	918,561	473,494	87,476		126,722
	Mercer Street	Manhattan	NY	406,494		3,375	942,758	457,309	85,389		121,063
	East 17th Street	Manhattan	NY	—		11,467	1,079,577	547,698	91,428		133,947
	West 54th Street	Manhattan	NY	2,179,522		5,773	1,249,501	636,418	91,179		137,662
	61 Main Street	Westport	CT	351,560		3,400	46,740	17,572	126,406		193,141
	181 Main Street	Westport	CT	848,683		11,350	46,401	17,290	132,350		187,954
	4401 White Plains Road	Bronx	NY	625,000		12,964	571,325	214,126	52,977		65,542
	Bartow Avenue	Bronx	NY	467,987		14,676	578,872	215,091	47,890		58,583
	239 Greenwich Avenue	Greenwich	CT	1,554,663		16,834	67,092	24,790	112,373		169,820
	252-256 Greenwich Avenue	Greenwich	CT	1,202,772		9,172	67,228	25,117	110,894		176,008
	Third Avenue	Bronx	NY	887,172		40,320	1,239,993	443,231	35,628		49,095
	868 Broadway	Manhattan	NY	682,069		2,031	1,077,976	547,276	91,410		134,095
	313-315 Bowery	Manhattan	NY	435,600		6,600	1,032,158	506,284	85,730		122,785
	120 West Broadway	Manhattan	NY	1,613,503		13,638	878,321	422,645	85,293		121,409
	131-135 Prince Street	Manhattan	NY	1,232,352		3,200	990,615	484,990	88,621		132,090
	2520 Flatbush Avenue	Brooklyn	NY	1,049,538		29,114	553,769	211,713	56,343		68,554

	1739-53 & 1801-03 Connecticut Avenue	Washington	DC	1,328,703		22,907	338,815	164,797	81,801		108,533
	Rhode Island Place Shopping Center	Washington	DC	1,537,929		57,529	348,349	157,678	66,984		86,314
	M Street and Wisconsin Corridor - 7 properties	Georgetown	DC	2,420,201		31,629	321,861	160,430	87,539		114,211


	330-340 River Street	Cambridge	MA	1,130,470		54,226	492,750	214,634	65,037		91,540

Total Core Street Retail
Weighted Average - Based on annual base rent							516,441	254,552	$ 79,962		$ 116,968



Property Demographics - Core (continued)
							3-Mile Radius
				Base		Total	Total	#	Median HH	Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income	Income

	Core - Suburban Properties

	Elmwood Park Shopping Center	Elmwood Park	NJ	$	3,683,627	149,070	252,982	84,585	$ 60,290	$ 69,299
	Marketplace of Absecon	Absecon	NJ	1,424,852		104,556	32,668	11,471	61,717	73,395
	60 Orange Street	Bloomfield	NJ	695,000		101,715	338,909	125,166	56,211	67,492
	Village Commons Shopping Center	Smithtown	NY	2,679,129		87,330	67,473	22,922	109,170	123,046
	Branch Plaza	Smithtown	NY	2,406,276		126,273	67,554	22,991	108,660	122,359
	Amboy Center	Staten Island	NY	1,949,492		63,290	151,900	55,451	87,868	98,504
	Pacesetter Park Shopping Center	Pomona	NY	1,102,547		97,604	36,144	11,216	112,281	126,247
	LA Fitness	Staten Island	NY	1,391,500		55,000	128,131	45,167	79,348	89,832
	Crossroads Shopping Center	White Plains	NY	6,891,706		310,667	109,134	42,516	96,092	118,263
	New Loudon Center	Latham	NY	1,989,333		255,673	42,827	17,479	67,391	81,548
	28 Jericho Turnpike	Westbury	NY	1,650,000		96,363	95,953	29,144	108,872	129,163
	Bedford Green	Bedford Hills	NY	2,309,909		86,987	25,440	8,955	99,204	140,115
	Town Line Plaza	Rocky Hill	CT	1,681,409		206,346	46,399	19,437	72,685	86,521
	Methuen Shopping Center	Methuen	MA	1,027,936		130,021	99,701	34,864	50,705	60,706
	Crescent Plaza	Brockton	MA	1,765,676		218,148	98,838	34,781	57,332	64,961
	The Gateway Shopping Center	So. Burlington	VT	2,073,560		101,655	48,384	19,261	51,446	63,537
	Hobson West Plaza	Naperville	IL	1,147,554		99,137	94,989	34,059	103,910	126,405
	Merrillville Plaza	Hobart	IN	3,290,015		236,087	26,123	10,805	47,909	58,578
	Bloomfield Town Square	Bloomfield Hills	MI	3,554,290		235,786	56,773	22,617	62,547	94,909
	Mad River Station	Dayton	OH	1,326,780		123,335	65,307	28,938	56,592	69,153
	Mark Plaza	Edwardsville	PA	240,664		106,856	86,196	36,839	37,495	45,983
	Plaza 422	Lebanon	PA	835,956		156,279	45,792	18,157	44,301	52,611
	Route 6 Plaza	Honesdale	PA	1,267,407		175,589	6,832	2,962	37,786	44,999
	Chestnut Hill	Philadelphia	PA	904,845		37,646	147,436	62,292	58,777	77,506
	Abington Towne Center	Abington	PA	1,012,801		216,278	89,439	35,119	78,159	95,124

Total Core Suburban Properties
Weighted Average - Based on annual base rent							90,190	33,012	$ 76,527	$ 93,181

Total Core Properties
Weighted Average - Based on annual base rent							281,993	132,700	$ 78,073	$ 103,884

	Brandywine/Market Square/Naamans Rd ¹	Wilmington	DE	$	17,394,216	1,022,900	507,575	193,705	$ 72,923	$ 88,573

Note:
¹ Based on 10 mile radius demographics given the unique trade market for this asset. This has been excluded from the average calculations of 3-mile radius due to its unique trade market.



Property Demographics - Funds
							3-Mile Radius
				Base		Total	Total	#	Median HH	Avg. HH
	Property	City	State	Rent		GLA	Pop.	HH	Income	Income

	Fund II
	216th Street	Manhattan	NY	$	2,574,000	60,000	963,175	337,894	$ 37,629	$ 48,228
	161st Street	Bronx	NY	6,002,214		232,252	1,274,128	450,383	33,329	45,066
	Liberty Avenue	Queens	NY	937,724		26,125	639,405	213,464	55,561	67,368

Fund II
Weighted Average - Based on annual base rent							1,180,801	416,621	$ 34,620	$ 46,015

	Fund III
	Cortlandt Towne Center	Mohegan Lake	NY	$	9,864,112	639,353	49,966	17,759	$ 84,926	$ 97,340
	640 Broadway	Manhattan	NY	874,566		4,145	1,006,693	496,773	86,613	124,108
	654 Broadway	Manhattan	NY	550,000		2,896	1,007,518	497,906	86,836	124,507
	New Hyde Park Shopping Center	New Hyde Park	NY	1,234,288		32,602	199,698	70,745	102,010	122,658
	White City	Shrewsbury	MA	4,020,519		180,379	99,189	39,649	51,215	62,391
	Parkway Crossing	Parkville	MD	1,720,536		260,241	185,935	74,271	59,022	68,972
	Heritage Shops	Chicago	IL	3,140,961		81,730	288,116	154,272	71,414	110,831
	Lincoln Park Centre	Chicago	IL	2,917,267		61,761	431,527	230,716	73,011	109,736
	Nostrand Avenue	Brooklyn	NY	1,405,601		40,315	544,351	203,713	51,528	65,388
	Arundel Plaza	Glen Burnie	MD	1,318,478		265,116	77,759	29,166	59,786	64,793

Fund III
Weighted Average - Based on annual base rent							201,611	92,253	$ 77,181	$ 96,986

	Fund IV
	1701 Belmont Avenue	Catonsville	MD	$	936,166	58,674	110,450	43,613	$ 60,575	$ 68,732
	2819 Kennedy Boulevard	North Bergen	NJ	100,000		41,477	526,721	241,698	78,834	110,806
	Promenade at Manassas	Manassas	VA	3,353,508		265,442	57,996	18,940	74,390	84,467
	Paramus Plaza	Paramus	NJ	1,863,180		154,332	106,906	37,209	119,131	132,518
	1151 Third Avenue	Manhattan	NY	318,000		12,911	1,270,132	636,996	87,522	131,326
	Lake Montclair	Prince William County	VA	1,888,521		105,850	55,900	18,373	93,338	103,028
	Eden Square	Bear	DE	2,524,598		235,508	69,756	26,155	69,989	75,629
	938 W. North Avenue	Chicago	IL	928,510		33,228	453,690	239,813	72,447	108,382

Fund IV
Weighted Average - Based on annual base rent							136,944	60,008	$ 79,824	$ 91,931

Total - Funds
Weighted Average - Based on annual base rent							377,678	149,309	$ 68,415	$ 84,480

Overview of Acadia Funds

As of September 30, 2014

FUND I

FUND II

FUND III

FUND IV

Date formed

September 2001

June 2004

May 2007

May 2012

Capital committed

$86.6 million

$300.0 million

$475.0 million

$540.6 million

Capital funded

Fully funded

Fully funded ²

$372.0 million

$121.0 million

As a percentage of commitments

100.0%

78.3%

22.4%

Capital funded and allocated ³

100.0%

40.0%

Distributions

$192.3 million

$131.6 million

$361.2 million

$95.9 million

As a percentage of funded capital

222.0%

43.9%

97.1%

79.3%

All original capital and accumulated preferred return

has been paid. Acadia is entitled to a Promote

on all future distributions.

Fund structure

Equity contribution and

22.2% - Acadia

20.0% - Acadia

19.9% - Acadia

23.1% - Acadia

Cash flow distribution:

77.8% - Four institutional investors

80.0% - Six institutional investors

80.1% - 14 institutional investors

76.9% - 17 institutional investors

Distributions:

20% to Acadia once all partners (including Acadia) have received cumulative preferred return and return of equity

Remaining 80% is distributed pro-rata to all the partners (including Acadia)

Preferred return rate:

Fees/Priority Distributions to Acadia

Asset management fee/Priority distribution equal to 1.5% of implied capital¹

Property management fee/Priority distribution equal to 4% of gross property revenues

Market rate leasing fees

Market rate construction/project management fees

Development fee equal to 3% of total project cost

Notes:

¹ Committed capital as reduced by capital attributed to sold investments.

² During the fourth quarter of 2013, a distribution of $47.1 million was made to the Fund II investors. Until December 2016, this amount is subject to recontribution to Fund II by the investors, if needed to fund the on-going redevelopment of existing projects.

³ Includes all funded capital as well as unfunded capital commitments which have been allocated to (i) complete existing projects and (ii) acquire and complete leasing/development of acquisitions under contract



Fund Retail Properties - Detail ¹
													Leased
		Year	Ownership	Gross Leasable Area			In Place Occupancy						Occupancy		Annualized Base Rent PSF
	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	60.0%	97,500	—	97,500	34.9	%	—		34.9	%	34.9	%	$	3.03	—		$	3.03

Fund II Portfolio Detail

NEW YORK

New York
Liberty Avenue	CVS	2005	99.1%	10,880	15,245	26,125	100.0	%	100.0	%	100.0	%	100.0	%	$	39.75	$	33.14	$	35.89
216th Street	NYC Human Resources Administration	2005	99.1%	60,000	—	60,000	100.0	%	—		100.0	%	100.0	%	42.90		—		42.90
161st Street ²	Various New York City & State agencies	2005	99.1%	107,026	125,226	232,252	100.0	%	87.6	%	93.3	%	93.3	%	26.50		28.85		27.69

Total - Fund II				177,906	140,471	318,377	100.0	%	89.0	%	95.1	%	95.1	%	$	32.84	$	29.38	$	31.41

Fund III Portfolio Detail

NEW YORK

New York
Cortlandt Towne Center	Wal-Mart, Best Buy, A&P	2009	100.0%	472,420	166,933	639,353	95.7	%	81.3	%	92.0	%	96.7	%	$	14.05	$	25.84	$	16.78
654 Broadway	Penguin (Perry Ellis)	2011	100.0%	—	2,896	2,896	—		100.0	%	100.0	%	100.0	%	—		189.92		189.92
640 Broadway	Swatch	2012	63.1%	—	4,145	4,145	—		91.8	%	91.8	%	100.0	%	—		229.91		229.91
New Hyde Park Shopping Center	PetSmart	2011	100.0%	13,507	19,095	32,602	100.0	%	80.4	%	88.5	%	88.5	%	35.00		49.61		42.77
Nostrand Avenue	—	2013	100.0%	—	40,315	40,315	—		75.9	%	75.9	%	75.9	%	—		45.93		45.93

NEW ENGLAND

Massachusetts
White City Shopping Center	Shaw's (Supervalu)	2010	84.0%	131,839	125,517	257,356	85.6	%	98.7	%	92	%	92.0	%	15.6		35.38		25.95

MID-ATLANTIC

Maryland
Parkway Crossing	Home Depot, Shop Rite	2011	94.3%	192,836	67,405	260,241	100.0	%	82.1	%	95.4	%	95.4	%	3.65		18.37		6.93
Arundel Plaza	Giant Food, Lowe's	2012	94.3%	231,920	33,196	265,116	100.0	%	58.8	%	94.8	%	94.8	%	3.90		21.18		5.24

MIDWEST
Illinois
Heritage Shops	LA Fitness, Ann Taylor Loft	2011	100.0%	49,878	31,852	81,730	100	%	89.7	%	96	%	96.0	%	21.61		72.19		40.03
Lincoln Park Centre	Design Within Reach	2012	100.0%	—	61,761	61,761	—		100	%	100	%	100.0	%	—		47.23		47.23

Total - Fund III				1,092,400	553,115	1,645,515	96.4	%	86.3	%	93.0	%	94.9	%	$	10.71	$	37.47	$	19.06

Fund IV Portfolio Detail

NEW YORK
New York
1151 Third Avenue		2013	100.0%	—	12,911	12,911	—		42.4	%	42.4	%	100.0	%	—		$	58.09	$	58.09

New Jersey
Paramus Plaza	Babies R Us, Ashley Furniture	2013	50.0%	76,222	78,110	154,332	100	%	29.5	%	64.3	%	64.3	%	21.88		8.50		18.78



2819 Kennedy Boulevard	Aldi	2013	98.6%	36,941	4,536	41,477	—		33.9	%	3.7	%	47.9	%	—		65.10		65.10

MID-ATLANTIC
Virginia
Promenade at Manassas	Home Depot, HH Gregg	2013	98.6%	194,038	71,404	265,442	100.0	%	92.5	%	98.0	%	98.4	%	9.73		22.19		12.89
Lake Montclair	Food Lion	2013	100.0%	33,000	72,850	105,850	100.0	%	93.4	%	95.5	%	95.5	%	9.50		23.15		18.69

Maryland
1701 Belmont Avenue	Best Buy	2012	98.6%	58,674	—	58,674	100.0	%	—		100.0	%	100.0	%	15.96		—		15.96

Delaware
Eden Square	Giant Food, Lowe's	2014	98.6%	167,333	68,175	235,508	100.0	%	79.0	%	93.9	%	93.9	%	10.03		15.70		11.41

MIDWEST
Illinois
938 W. North Avenue	Restoration Hardware, Sephora	2013	80.0%	—	33,228	33,228	—		62.6	%	62.6	%	62.6	%	—		44.66		44.66

Total - Fund IV				566,208	341,214	907,422	93.5	%	70.0	%	84.6	%	87.6	%	$	12.25	$	22.74	$	15.51


Notes:
¹ 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 is excluded.

The following Fund II, Fund III and Fund IV properties are currently under redevelopment as further detailed under "Redevelopment Activity."
Property	Fund Ownership %
Sherman Avenue	99.1%
City Point	94.2%
Cortlandt Crossing	100.0%
Broad Hollow Commons	100.0%
3104 M Street	80.0%
210 Bowery	100.0%
Broughton Street Portfolio	50.0%
²Currently operating, but redevelopment activities have commenced.



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
2019	1	34,000	100.0	%	$	3.03	100.0	%
Total	1	34,000	100.0	%	$	3.03	100.0	%

		63,500	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	8.0	%	$	10.00	2.7	%	1	9,967	3.3	%	$	10.00	1.0	%
2014	1	107,026	60.2	%	26.50		48.5	%	—	—	—		—		—		1	107,026	35.3	%	26.50		29.8	%
2015	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2016	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2017	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2018	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2019	—	—	—		—		—		1	4,575	3.7	%	27.81		3.5	%	1	4,575	1.5	%	27.81		1.3	%
2020	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2021	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
2022	—	—	—		—		—		1	4,462	3.6	%	31.00		3.8	%	1	4,462	1.5	%	31.00		1.5	%
2023	—	—	—		—		—		—	—	—		—		—		—	—	—		—		—
Thereafter	2	70,880	39.8	%	42.42		51.5	%	6	105,967	84.7	%	31.20		90.1	%	8	176,847	58.4	%	35.69		66.4	%
Total	3	177,906	100.0	%	$	32.84	100.0	%	9	124,971	100.0	%	$	29.38	100.0	%	12	302,877	100.0	%	$	31.41	100.0	%

		—	Total Vacant							15,500	Total Vacant							15,500	Total Vacant
		177,906	Total Square Feet							140,471	Total Square Feet							318,377	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	—	—	—		$	—	—		2	4,000	0.8	%	$	18.73	0.4%		2	4,000	0.3	%	$	18.73	0.3%
2014	—	—	—		—		—		7	21,056	4.4	%	25.87		3.0	%	7	21,056	1.4	%	25.87		1.9	%
2015	3	81,465	7.7	%	7.11		5.1	%	12	22,269	4.7	%	43.00		5.4	%	15	103,734	6.8	%	14.82		5.3	%
2016	1	26,561	2.5	%	8.00		1.9	%	22	53,800	11.3	%	38.25		11.5	%	23	80,361	5.3	%	28.25		7.8	%
2017	2	52,131	4.9	%	18.36		8.5	%	13	54,065	11.3	%	28.15		8.5	%	15	106,196	6.9	%	23.35		8.5	%
2018	5	287,562	27.3	%	12.54		32.0	%	23	78,628	16.5	%	31.82		14	%	28	366,190	23.9	%	16.68		20.9	%
2019	3	236,323	22.4	%	7.57		15.9	%	11	30,622	6.4	%	30.78		5.3	%	14	266,945	17.4	%	10.23		9.4	%
2020	—	—	—		—		—		6	16,677	3.5	%	22.91		2.1	%	6	16,677	1.1	%	22.91		1.3	%
2021	1	35,601	3.4	%	10.76		3.4	%	7	28,392	5.9	%	36.22		5.7	%	8	63,993	4.2	%	22.05		4.8	%
2022	1	65,028	6.2	%	17.00		9.8	%	9	26,428	5.5	%	38.38		5.7	%	10	91,456	6.0	%	23.18		7.3	%
2023	2	38,836	3.7	%	15.49		5.3	%	12	43,421	9.1	%	56.77		13.8	%	14	82,257	5.4	%	37.28		10.5	%
Thereafter	3	229,660	21.8	%	8.89		18.1	%	17	98,109	20.5	%	44.85		24.6	%	20	327,769	21.4	%	19.66		22.1	%
Total	21	1,053,167	100.0	%	$	10.71	100.0	%	141	477,467	100.0	%	$	37.47	100.0	%	162	1,530,634	100.0	%	$	19.06	100.0	%

		39,233	Total Vacant							75,648	Total Vacant							114,881	Total Vacant
		1,092,400	Total Square Feet							553,115	Total Square Feet							1,645,515	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	—	—	—		$	—	—		2	4,590	1.9	%	$	37.34	3.2	%	2	4,590	0.6	%	$	37.34	1.4	%
2014	—	—	—		—		—		2	17,040	7.1	%	37.31		11.7	%	2	17,040	2.2	%	37.31		5.3	%
2015	—	—	—		—		—		3	8,200	3.4%		15.42		2.3%		3	8,200	1.1%		15.42		1.1%
2016	—	—	—		—		—		10	30,575	12.8%		18.63		10.5%		10	30,575	4.0%		18.63		4.8%
2017	2	161,152	30.4	%	9.69		24.1	%	10	27,035	11.3%		23.52		11.7%		12	188,187	24.5	%	11.67		18.4	%
2018	—	—	—		—		—		13	39,212	16.4%		22.02		15.9	%	13	39,212	5.1	%	22.02		7.2	%
2019	1	39,220	7.4	%	19.52		11.8	%	8	56,674	23.7	%	15.77		16.5	%	9	95,894	12.5	%	17.30		13.9	%
2020	1	27,926	5.3	%	12.00		5.2	%	4	19,900	8.3	%	21.22		7.8	%	5	47,826	6.2	%	15.84		6.4	%
2021	1	32,144	6.1	%	11.50		5.7	%	1	2,400	1.0	%	22.28		1.0	%	2	34,544	4.5	%	12.25		3.6	%
2022	1	26,568	5.0	%	10.14		4.2	%	1	9,600	4.0	%	13.00		2.3	%	2	36,168	4.7	%	10.90		3.3	%
2023	1	33,000	6.2	%	9.50		4.8	%	3	14,063	5.9	%	27.50		7.1	%	4	47,063	6.1	%	14.88		5.9	%
Thereafter	3	209,257	39.5	%	13.71		44.2	%	3	9,500	4.0	%	57.44		10.1	%	6	218,757	28.5	%	15.61		28.7	%
Total	10	529,267	100.0	%	$	12.25	100.0	%	60	238,789	100.0	%	$	22.74	100.0	%	70	768,056	100.0	%	$	15.51	100.0	%

		36,941	Total Vacant							102,425	Total Vacant							139,366	Total Vacant
		566,208	Total Square Feet							341,214	Total Square Feet							907,422	Total Square Feet

Note:
¹ Leases currently under month to month or in process of renewal



Development Activity
($ in millions)

				Estimated
				Construction			Estimated Sq.Ft.			Acquisition & Development Costs															Outstanding
Property	Ownership		Location	Completion			Upon Completion	Leased Rate ⁴	Key Tenants	Incurred			Estimated Future Range						Estimated Total Range						Debt
FUND II

City Point ¹	94.2	%	Brooklyn, NY	2015			675,000	65% ²	Century 21, CityTarget, Alamo Drafthouse, Armani Exchange	$	306.7	³	$ (26.7)		to	$ 3.3		³	$ 280.0		to	$ 310.0		³	$	264.4
Sherman Plaza	99.1	%	New York, NY	TBD			TBD	—	TBD	35.1			TBD			TBD			TBD			TBD			—
										$	341.8		TBD			TBD			TBD			TBD			$	264.4

FUND III

Cortlandt Crossing	100.0	%	Mohegan Lake, NY	2016			150,000 - 170,000	—	TBD	$	12.8		$	34.2	to	$	43.2		$	47.0	to	$	56.0		$	—	⁵
3104 M Street NW	80.0	%	Washington, D.C.	TBD			10,000	—	TBD	3.7			3.3		to	4.8			7.0		to	8.5			—
Broad Hollow Commons	100.0	%	Farmingdale, NY	2016			180,000 - 200,000	—	TBD	13.9			36.1		to	46.1			50.0		to	60.0			—
										$	30.4		TBD			TBD			TBD			TBD			$	—


FUND IV

210 Bowery	100.0	%	New York, NY	2016			10,000	—	TBD	$	8.0		$	3.5	to	$	4.0		$	11.5	to	$	12.0		$	4.6
Broughton Street Portfolio ⁵	50.0	%	Savannah, GA	2016			200,000	—	TBD	38.6			23.4		to	29.4			62.0		to	68.0			—
										$	46.6		$ 26.9			$ 33.4			$ 73.5			$ 80.0			$	4.6

Notes:
¹ Acquired a leasehold interest in this property.
² Leased rate calculated on approximately 475,000 rentable square feet.
³ Net of actual and anticipated reimbursements from retail tenants and proceeds from residential tower sales.
⁴ The leased rate excludes pre-redevelopment tenants.
⁵ The portfolio will be acquired through a series of transactions. Costs incurred and estimated total costs are for those acquisitions completed as of September 30, 2014 (24 buildings).

Reconciles to Consolidated Balance Sheet as follows:

Development costs above				$	418.8
City Point adjustment to FMV				33.8
City Point gain on sale of Tower 1				1.3
Less development held as operating real estate				(8.0		)
Less development costs of unconsolidated properties				(38.6		)
Less deferred costs and other amounts				(8.6		)

Total per consolidated balance sheet				$	398.7

Retailer Controlled Property ("RCP") Venture - Overview ¹

Item

Description

Date formed

August 2004

Partnership structure

Equity Contribution:

$300 million of total equity - Fully invested

20% ($63 million) - AKR Fund I ($15 million) and Fund II ($48 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 September 30, 2014

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

2,087

54,337

1.6x

2007

Mervyns II

Albertson’s

2006 through

23,133

—

86,458

3.7x

2007

Fund II and Mervyns II

Other investments ²

2006 through

6,478

429

7,484

1.2x

2008

Total

63,216

2,516

148,279

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.

² Represents investments in Shopko, Marsh and Rex Stores.

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.