SEC Filing - Acadia Realty Trust

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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): July 26, 2016

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.)

411 Theodore Fremd Avenue

Suite 300

Rye, New York 10580

(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 July 26, 2016, Acadia Realty Trust (the "Company") issued a press release announcing its consolidated financial results for the quarter ended June 30, 2016. 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 July 26, 2016, the Company made available supplemental information concerning the ownership, operations and portfolio of the Company as of and for the quarter ended June 30, 2016. 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 July 26, 2016.
99.2	Financial and Operating Reporting Supplement of the Company for the quarter ended June 30, 2016.

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: July 26, 2016	ACADIA REALTY TRUST (Registrant) By: /s/ John Gottfried Name: John Gottfried Title: Sr. Vice President and Chief Financial Officer

Exhibit

Exhibit 99.1

ACADIA REALTY TRUST REPORTS SECOND QUARTER 2016 OPERATING RESULTS

RYE, NY (July 26, 2016) - Acadia Realty Trust (NYSE:AKR) (“Acadia” or the “Company”) today reported operating results for the quarter ended June 30, 2016. All per share amounts, below, are on a fully-diluted basis.

Acadia operates dual platforms, comprised of a high-quality core real estate portfolio (“Core Portfolio”), which owns and operates meaningful concentrations of assets in the nation’s most dynamic urban and street-retail corridors, and a series of discretionary, institutional funds (“Funds”) that target opportunistic and value-add investments.

Highlights


•


•	Earnings: Generated earnings per share (“EPS”) of $0.24 for the second quarter; generated funds from operations (“FFO”) per share of $0.37 for the second quarter, and FFO of $0.38 per share before acquisition costs


•	Core Portfolio Operating Results: Consistent with expectations, the Company generated same-property net operating income growth of 2.3%; maintaining guidance for full-year same-property NOI growth of 3.0% to 4.0%; maintained a leased rate of 96.6% as of quarter end


•	Core Portfolio Acquisitions: During 2016, acquired, or entered into contracts to acquire, $479.9 million of urban/street-retail properties within key U.S. gateway cities; this includes $189.3 million of closed Core acquisitions year to date, of which $73.9 million closed during the second quarter 2016; increased guidance to $500-$600 million of Core acquisitions


•	Structured Finance Investment: Completed an incremental investment of approximately $110.0 million in a first mortgage position on our Brandywine Portfolio during second quarter 2016


•	Fund Dispositions: During 2016, completed $153.8 million of Fund III dispositions, generating a blended 42.3% IRR and 3.4x equity multiple; this includes $46.5 million sold during second quarter 2016


•	Fund III Promote: During 2016, generated $7.0 million ($0.09 per share) of net promote income for the Company from Fund III asset sales, including $2.2 million ($0.03 per share) generated during second quarter 2016


•	Fund Acquisitions: During 2016, Fund IV acquired, or entered into contracts to acquire, $64.4 million of opportunistic and value-add investments


•	Fund V: Successfully launched the formation of Fund V, which is expected to be of similar size, and have similar terms, to Fund IV; Fund V’s investment period is expected to begin on August 10^th


^•	Balance Sheet: Maintained conservative leverage levels during 2016, by matchfunding acquisitions, raising $296.0 million of net equity proceeds, in the aggregate, through operating partnership unit (“OP unit”) issuance, the Company’s at-the-market (“ATM”) facility, and a public offering on a forward basis

“We are pleased to announce another strong quarter, on track with our expectations for the year and consistent with our outlook toward sustained, long term growth driven by all of the key components of our business,” stated Kenneth F. Bernstein, President and CEO of Acadia Realty Trust. “We continue to benefit from the high quality of our street, urban and suburban retail real estate in our core portfolio, and from its concentration in important gateway markets. We remain active but disciplined in our expansion of this portfolio, focusing on properties with the right balance of downside protection and long term growth potential. In our fund platform, we continued to monetize profitable investments made in prior years while also making new, opportunistic and value-add investments. With the launch of our Fund V, we are well-positioned to capitalize on a variety of investment opportunities as we respond to fluctuations in the broader markets.”

Financial Results

Net income for the quarter ended June 30, 2016 was $17.9 million, or $0.24 per share. This included $4.1 million, or $0.06 per share, of gain from a Fund property disposition. Net income for the quarter ended June 30, 2015 was $26.5 million, or $0.38 per share, which included a gain of $9.4 million, or $0.13 per share, resulting from the sale of air rights at Fund II’s City Point development project.

Net income for the six months ended June 30, 2016 was $46.8 million, or $0.64 per share, which included $19.3 million, or $0.27 per share, of gain from two Fund property dispositions. Net income for the six months ended June 30, 2015 was $43.0 million, or $0.62 per share, which included $20.6 million, or $0.29 per share, of gain from Fund property dispositions, including the sale of air rights discussed above.

FFO for the quarter ended June 30, 2016 was $29.2 million, or $0.37 per share, and was net of $0.7 million, or $0.01 per share, of acquisition costs. This compares to FFO for the quarter ended June 30, 2015 of $34.9 million, or $0.48 per share.

FFO for the six months ended June 30, 2016 was $60.3 million, or $0.78 per share, net of $0.9 million, or $0.01 per share, of acquisition costs. FFO for the six months ended June 30, 2015 was $57.9 million, or $0.80 per share, net of $1.3 million, or $0.02 per share, of acquisition costs.

Please refer to the tables and notes accompanying this press release for further details on operating results and additional disclosures related to FFO and net income.

CORE PORTFOLIO


•	Differentiated Core Portfolio Continues To Deliver Solid Operating Results


•	Acquired, Or Entered Into Contracts To Acquire, $479.9 Million Of Urban/Street-Retail Properties Within Key U.S. Gateway Cities

Core Operating Results

Consistent with expectations, same-property NOI in the Core Portfolio increased 2.3% for the quarter ended June 30, 2016, compared to 2015 and excluding redevelopment activities. On a year-to-date basis, same-property NOI increased 3.0%, compared to 2015. The Company reaffirmed its previously-announced guidance for full-year same-property NOI growth of 3.0% to 4.0%.

The Core Portfolio was 96.4% occupied and 96.6% leased as of June 30, 2016, compared to 96.3% occupied and 96.6% leased as of March 31, 2016. The leased rate includes space that is leased but not yet occupied.

During the quarter, the Company generated a 17.0% increase in average rents on a GAAP basis, and a 9.4% increase on a cash basis, on 21 new and renewal leases aggregating 194,000 square feet.

Core Acquisitions

Year to date, the Company has acquired, or has entered into contracts to acquire, $479.9 million of Core Portfolio properties. This compares to the Company’s original full-year 2016 Core Portfolio acquisition guidance range of $200 to $400 million. The Company currently expects to acquire $500 to $600 million for 2016.

Year to date, the Company has completed $189.3 million of Core Portfolio acquisitions, including $73.9 million completed during second quarter 2016 as follows:

Georgetown Portfolio, Georgetown, Washington, DC. As previously reported, in June 2016, the Company acquired a 20% interest in an approximately 300,000-square foot street-retail portfolio - including 16 properties in Washington DC’s Georgetown neighborhood and one property in Alexandria, VA - for $67.6 million. The M St retail corridor - where the Company, through its Core Portfolio, now has an ownership interest in 23 properties - is Washington DC’s premier shopping destination, drawing local residents, college students, and tourists alike. Retailers within the newly-acquired portfolio include Brooks Brothers, The North Face, lululemon, Bonobos, and Rent the Runway. In connection with this transaction, the Company assumed $20.0 million of its prorated share of existing portfolio debt.

165 Newbury St, Boston, MA. As previously reported, in May 2016, the Company acquired a 1,050-square foot retail condominium located at 165 Newbury St for $6.3 million. Newbury St is Boston’s heavily-trafficked shopping corridor, home to an eclectic mix of boutiques, restaurants, and salons. Situated between Dartmouth and Exeter Streets, the property is fully occupied by Starbucks, whose long-term lease delivers solid contractual rent growth of 3% annually. Neighboring retailers include Intermix, Bluemercury, Longchamp, and COS.

The Company currently has $290.6 million of previously-announced Core Portfolio acquisitions under contract:

Smithfield Portfolio, Chicago, IL. As previously reported, during second quarter 2016, the Company entered into a contract to acquire a 188,000-square foot, five-property retail portfolio located in Chicago for $150.0 million. In connection with this acquisition, the Company expects to assume $59.7 million of in-place mortgage debt with various lenders. The Company expects to complete the acquisition of these properties in phases prior to year-end 2016. Two of the properties are located on State St, in the Loop, and one is on W North Ave, in Lincoln Park; together, these three properties account for approximately 90% of the portfolio’s total gross asset value:

•

State & Washington Shops, the Loop - a 79,000-square foot retail condominium, fully leased to Walgreens, Nordstrom Rack, and H&M. The property draws its shopper from the central business district’s sizeable office, tourist, and residential populations. Neighboring retailers include Target, Saks Off Fifth, T.J.Maxx, Urban Outfitters, and Zara. Not only does this property provide long-term stability, due to its solid tenancy and strong sales volumes, but also it provides opportunities for long-term growth as its below-market leases expire.


•	151 N State St, the Loop - a 27,000-square foot flagship Walgreens, featuring a variety of state-of-the-art amenities and premium features, including a sushi bar, an expansive fine-wine selection, and a full beauty department with on-site beauty advisors.

•

North & Kingsbury Center, Lincoln Park - a 46,000-square foot, 100%-leased shopping center, anchored by Old Navy and Blick Art Materials. This highly-visible corner property features on-grade parking and benefits from its position adjacent to a 75,000-square foot, flagship Whole Foods Market. Neighboring retailers also include Forever 21 (Company owned), Apple, Nordstrom Rack, Gap, Banana Republic, and West Elm. Tenants at the center have rents that are well below market, which will provide significant upside over the long-term holding period.

555 9^th St, San Francisco, CA. As previously reported, during second quarter 2016, the Company entered into a contract to acquire a fully-leased, 149,000-square foot, urban shopping center, located in San Francisco’s South of Market (SoMa) neighborhood, for $140.6 million. The property’s three anchors - Trader Joe’s, Nordstrom Rack, and Bed Bath & Beyond - have all operated at the shopping center for a minimum of 15 years. Due to strong market rent growth - driven by continued population growth (more than 300,000 people within two miles) and high barriers to entry, particularly for national retailers - several leases are now below market, providing long-term opportunities to harvest value as these leases expire. This is the Company’s second Core Portfolio acquisition in San Francisco. In connection with this transaction, the Company expects to assume $60.0 million of existing mortgage debt.

No assurance can be given that the Company will successfully close on acquisitions under contract, which are subject to customary closing conditions and, in certain instances, lender approval of the assumption of existing mortgage debt.

Structured Finance Investment

Brandywine Portfolio. During May 2016, the Company invested $108.9 million in a first mortgage loan. This new loan was combined with an existing $44.5 million mezzanine investment for a combined $153.4 million first mortgage loan. The loan earns interest of 8.1%, matures on April 30, 2019 and is collateralized by the 78% unaffiliated ownership interests in the Brandywine Portfolio (the Company owns the remaining 22%). The loan was made in conjunction with the Brandywine Portfolio’s repayment of the $140.0 million fixed-rate debt obligation.

FUND PLATFORM


•	Continued The Profitable Monetization Of Fund III, With $153.8 Million Of Assets Sold During 2016; These Profitable Asset Sales Generated Approximately $7.0 Million Of Net Promote Income


•	Successfully Launched The Formation Of Fund V, Which Will Be Of Similar Size, And Have Similar Terms, To Fund IV

Fund Dispositions

Year to date, the Company has completed $153.8 million of dispositions within Fund III, including $46.5 million completed during second quarter 2016 as follows:

Heritage Shops at Millennium Park, the Loop, Chicago, IL. As previously reported, in April 2016, the Company completed the sale of Heritage Shops at Millennium Park in Chicago, IL for $46.5 million, compared to an all-in cost basis of $33.0 million. During its 5.1-year hold period, Fund III generated a 33.7% IRR and 3.0x multiple on its equity investment in this high-yielding property, with approximately 45% of the profit resulting from property operations.

To date, Fund III has made $509.8 million of distributions to its investors, net of promote payments to the Company, resulting in a 1.32x multiple on invested capital.

Fund Promote

Year to date, the Company has generated $7.0 million ($0.09 per share) of net promote income from Fund III, including $2.2 million ($0.03 per share) generated during second quarter 2016 from the sale of Heritage Shops at Millennium Park. This compares to the Company’s full-year 2016 net promote income guidance of $9.0 to $11.0 million ($0.12 to $0.14 per share).

Fund Acquisitions

Year to date, the Company, on behalf of Fund IV, has acquired, or has entered into contracts to acquire $64.4 million of opportunistic and value-add investments.

Year to date, the Company, on behalf of Fund IV, has completed $27.8 million of investments, all of which were completed during first quarter 2016.

The Company, on behalf of Fund IV, currently has an acquisition pipeline of $36.6 million under contract.

Fund V

The Company has successfully launched the formation of Fund V, which is expected to be of similar size, and have similar terms, to Fund IV; with leverage, this will provide the fund with up to $1.5 billion of buying power. The Company will co-invest a minimum of 20% of the total capital raised and expects to complete the final closing during third quarter 2016. Fund V’s investment period is expected to begin on August 10^th.

BALANCE SHEET


•	Maintained Conservative Leverage Levels By Matchfunding Acquisitions, Raising $296.0 Million Of Net Equity Proceeds During 2016

During 2016, including the period subsequent to second quarter, the Company fueled its acquisition activities - and maintained its conservative leverage levels - by sourcing $171.5 million of net equity proceeds through (i) the issuance of OP units ($28.3 million) and (ii) its ATM facility ($143.2 million, of which it raised $76.3 million during second quarter and $31.6 million subsequent to quarter end).

Additionally, in April 2016, the Company completed a public offering of 3,600,000 of its common shares on a forward basis, which is expected to result in approximately $124.5 million of net proceeds to the Company. Year to date, the Company has physically settled on 867,612 of these shares, generating net proceeds of $30.0 million. The remaining settlement is expected to occur on one or more dates no later than approximately 12 months after the date of the related offering.

In the aggregate, the $296.0 million of new capital was raised at an average gross price of $34.60 per unit/share ($34.13 per unit/share net of related issuance costs).

By matchfunding acquisitions, the Company has maintained its solid, low-leveraged balance sheet. As of June 30, 2016, the Company’s net debt to EBITDA ratio for the Core Portfolio was 4.2x. Including its pro-rata share of Fund debt, the Company’s net debt to EBITDA ratio was 5.3x over the same period.

Subsequent to quarter end, the Company renewed its ATM facility with a new $250.0 million program.

During the quarter, the Company also expanded its existing $200.0 million unsecured credit facility to $300.0 million and extended the maturities of its revolving facility and term loans from 2018 and 2019 to 2020 and 2021, respectively. As of the end of the second quarter, no amounts were outstanding on the revolving facility.

Guidance

The Company reaffirms its previously-announced 2016 guidance for FFO per share of between $1.52 and $1.60 and EPS of between $0.99 and $1.07. These forecasts are before any acquisition-related costs.

Conference Call

Management will conduct a conference call on Wednesday, July 27, 2016 at 12:00 PM ET to review the Company’s earnings and operating results. Dial-in and webcast information is listed below.

Live Conference Call:

Date: Wednesday, July 27, 2016

Time: 12:00 PM ET

Dial#: 844-309-6711

Passcode: “Acadia Realty” or “29376394”

Webcast (Listen-only): www.acadiarealty.com under Investors, Presentations & Events

Phone Replay:

Dial#: 855-859-2056

Passcode: “29376394#”

Available Through: Wednesday, August 3, 2016

Webcast Replay: www.acadiarealty.com under Investors, Presentations & Events

About Acadia Realty Trust

Acadia Realty Trust is an equity real estate investment trust focused on delivering long-term, profitable growth via its dual - core and fund - operating platforms and its disciplined, location-driven investment strategy. Acadia Realty Trust is accomplishing this goal by building a best-in-class core real estate portfolio with meaningful concentrations of assets in the nation’s most dynamic urban and street-retail corridors; making profitable opportunistic and value-add investments through its series of discretionary, institutional funds; and maintaining a strong balance sheet. For further information, please visit www.acadiarealty.com.

Safe Harbor Statement

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 investment opportunities. 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 19, 2016 (“Form 10-K”) and other periodic reports filed with the SEC, including risks related to: (i) political and economic uncertainty; (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.

ACADIA REALTY TRUST AND SUBSIDIARIES

Consolidated Statements of Operations¹

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



	For the Quarters ended		For the Six Months ended
	June 30,		June 30,
Revenues	2016	2015	2016	2015

Rental income	$ 35,186	$ 39,784	$ 73,776	$ 77,971
Interest income	7,415	3,985	12,053	7,393
Expense reimbursements	7,769	7,825	15,728	17,891
Other property income	539	642	1,834	1,311
Other income	424	925	625	1,076
Total revenues	51,333	53,161	104,016	105,642
Operating expenses
Property operating	5,105	6,196	10,642	13,927
Other operating	538	599	829	2,719
Real estate taxes	5,640	6,419	11,805	12,711
General and administrative	8,521	8,005	17,873	15,537
Depreciation and amortization	14,678	13,903	31,527	27,561
Impairment of asset	—	5,000	—	5,000
Total operating expenses	34,482	40,122	72,676	77,455

Operating income	16,851	13,039	31,340	28,187

Equity in earnings of unconsolidated affiliates	1,740	3,406	3,694	9,999
Gain on disposition of property of unconsolidated affiliates	—	17,105	—	17,105
Loss on debt extinguishment	(15)	(25)	(15)	(134)
Gain on disposition of properties	16,572	61,841	81,965	88,984
Interest expense and other finance costs	(8,882)	(9,964)	(16,920)	(18,785)
Income from continuing operations before income taxes	26,266	85,402	100,064	125,356
Income tax (provision) benefit	(111)	56	(34)	(1,361)
Net income	26,155	85,458	100,030	123,995

ACADIA REALTY TRUST AND SUBSIDIARIES

Consolidated Statements of Operations, Continued¹

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



	For the Quarters ended		For the Six Months ended
	June 30,		June 30,
	2016	2015	2016	2015

Net income attributable to noncontrolling interests	(8,237)	(58,963)	(53,187)	(80,953)
Net income attributable to Common Shareholders	$ 17,918	$ 26,495	$ 46,843	$ 43,042


Less: Net Income attributable to participating securities	(223)	(377)	(589)	(615)
Net Income attributable to Common Shareholders - basic	$ 17,695	$ 26,118	$ 46,254	$ 42,427
Weighted average shares for basic earnings per share	72,896	68,825	71,826	68,561
Net Earnings per share - basic and diluted	$ 0.24	$ 0.38	$ 0.64	$ 0.62

ACADIA REALTY TRUST AND SUBSIDIARIES

Reconciliation of Net Income to Funds From Operations^1,3

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



	For the Quarters ended		For the Six Months ended
	June 30,		June 30,
	2016	2015	2016	2015


Net income attributable to Common Shareholders	$ 17,918	$ 26,495	$ 46,843	$ 43,042

Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):	14,112	11,541	29,440	22,477
Impairment of asset	—	1,111	—	1,111
(Gain) loss on disposition (net of noncontrolling interests’ share):	(4,117)	(5,805)	(19,257)	(11,207)
Income attributable to noncontrolling interests’ in
Operating Partnership	1,110	1,523	2,964	2,490
Distributions - Preferred OP Units	139	6	278	12
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$ 29,162	$ 34,871	$ 60,268	$ 57,925
Funds from operations per share - Diluted
Weighted average Common Shares and OP Units ⁴	77,899	73,060	76,872	72,824
Funds from operations, per Common Share and Common OP Unit	$ 0.37	$ 0.48	$ 0.78	$ 0.80

ACADIA REALTY TRUST AND SUBSIDIARIES

Reconciliation of Operating Income to Net Property Operating Income (“NOI”)¹

(dollars in thousands)



	For the Quarters ended				For the Six Months ended
	June 30,				June 30,
	2016		2015		2016		2015

Operating income	$	16,851	$	13,039	$	31,340	$	28,187

Add back:
General and administrative	8,521		8,005		17,873		15,537
Depreciation and amortization	14,678		13,903		31,527		27,561
Impairment of asset	—		5,000		—		5,000
Less:
Interest income	(7,415)		(3,985)		(12,053)		(7,393)
Above/below market rent, straight-line rent and other adjustments	(2,366)		(2,753)		(5,879)		(3,321)

Consolidated NOI	30,269		33,209		62,808		65,571

Noncontrolling interest in NOI	(5,179)		(8,457)		(12,231)		(17,828)
Pro-rata share of NOI	25,090		24,752		50,577		47,743
Operating Partnerships’ interest in Opportunity Funds	(1,243)		(1,323)		(2,532)		(2,905)
Operating Partnerships’ share of unconsolidated joint ventures ¹	3,829		2,746		7,098		5,259
NOI - Core Portfolio	$	27,676	$	26,175	$	55,143	$	50,097

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

ACADIA REALTY TRUST AND SUBSIDIARIES

Consolidated Balance Sheets¹

(dollars in thousands)



	As of
	June 30, 2016	December 31, 2015
ASSETS
Operating real estate
Land	$ 477,205	$ 514,120
Buildings and improvements	1,499,033	1,593,350
Construction in progress	24,365	19,239
	2,000,603	2,126,709
Less: accumulated depreciation	265,174	298,703
Net operating real estate	1,735,429	1,828,006
Real estate under development	647,142	609,574
Notes receivable and preferred equity investments, net	273,542	147,188
Investments in and advances to unconsolidated affiliates	284,238	173,277
Cash and cash equivalents	83,853	72,776
Cash in escrow	18,709	26,444
Restricted cash	10,840	10,840
Rents receivable, net	38,217	40,425
Deferred charges, net	23,423	22,568
Acquired lease intangibles, net	61,795	52,593
Prepaid expenses and other assets	57,852	48,628
Total assets	$ 3,235,040	$ 3,032,319

LIABILITIES
Mortgage and other notes payable, net	$ 799,264	$ 1,050,051
Unsecured notes payable, net	445,501	308,555
Distributions in excess of income from, and investments in, unconsolidated affiliates	24,013	13,244
Accounts payable and accrued expenses	38,343	38,754
Dividends and distributions payable	20,162	37,552
Acquired lease intangibles, net	37,489	31,809
Other liabilities	109,351	31,000
Total liabilities	1,474,123	1,510,965

EQUITY
Shareholders’ Equity
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 74,772,581 and 70,258,415 shares, respectively	75	70
Additional paid-in capital	1,287,854	1,092,239
Accumulated other comprehensive loss	(15,220)	(4,463)
Retained earnings	22,919	12,642
Total shareholders’ equity	1,295,628	1,100,488
Noncontrolling interests	465,289	420,866
Total equity	1,760,917	1,521,354
Total liabilities and equity	$ 3,235,040	$ 3,032,319

ACADIA REALTY TRUST AND SUBSIDIARIES

Notes to Financial Highlights:

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 4,400 and 3,900 OP Units into Common Shares for the quarters ended June 30, 2016 and 2015, respectively and 4,461 and 3,903 OP Units into Common Shares for the six months ended June 30, 2016 and 2015, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 427 and 25 Common Shares for the quarters ended June 30, 2016 and 2015, respectively and 428 and 25 Preferred OP Units into Common Shares for the six months ended June 30, 2016 and 2015, respectively. In addition, diluted FFO also includes the effect of 176 and 310 employee share options, restricted share units and LTIP units for the quarters ended June 30, 2016 and 2015, respectively and 157 and 335 employee share options, restricted share units and LTIP units for the six months ended June 30, 2016 and 2015, respectively.

Exhibit



Table of Contents
Second Quarter 2016


Section I - Second Quarter 2016 Earnings Press Release
Section II - Financial Information		Section III - Core Portfolio Information

Company Information………………………………………………………………………	4	Core Properties…………………………………………………………………	24
Market Capitalization………………………………………………………………	5	Core Top Tenants…………………………………………………………………………	26
Operating Statements		Core Lease Expirations…………………………………………………………………	27
Pro-rata Consolidation…………………………………………………	6	Core New and Renewal Rent Spreads…………………………………………	28
Funds……………………………………………………………………………	7	Core Capital Expenditures……………………………………………	29
Funds from Operations ("FFO"), Adjusted FFO ("AFFO")………………	9	Portfolio Demographics……………………………………	30
EBITDA………………………………………………………………………………	10
Same Property Net Operating Income…………………………………	11
Fee Income……………………………………………………………………	12	Section IV - Fund Information
Balance Sheet - Pro-rata Consolidation……………………………………	13
Structured Financing………………………………………………………	14	Fund Overview……………………………………………………	33
Other Information		Fund Properties…………………………………………………………	34
Transactional Activity……………………………………………………………	15	Fund Lease Expirations……………………………………………	35
2016 Guidance……………………………………………………	16	Fund Development Activity…………………………………………………………	36
Net Asset Valuation Information………………………………………	17
Selected Financial Ratios……………………………………………	18
Debt Analysis
Summary…………………………………………………………………	19
Detail…………………………………………………………………………	20	Important Notes…………………………………………………………………………	37
Maturities……………………………………………………………………	23




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



Company Information

Acadia Realty Trust is a fully-integrated equity real estate investment trust, focused on the ownership, acquisition, redevelopment and management 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. 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
	411 Theodore Fremd Avenue	Amy Racanello	Symbol AKR
	Suite 300	Senior Vice President,
	Rye, NY 10580	Capital Markets & Investments
		(914) 288-3345
		aracanello@acadiarealty.com


Analyst Coverage

	Bank of America / Merrill Lynch	Citigroup - Global Markets	J.P. Morgan Securities, Inc.
	Craig Schmidt - (646) 855-3640	Christy McElroy - (212) 816-6981	Michael W. Mueller, CFA - (212) 622-6689
	craig.schmidt@baml.com	christy.mcelroy@citi.com	michael.w.mueller@jpmorgan.com



	Bank of Montreal	Green Street Advisors	RBC Capital Markets
	Paul Adornato, CFA - (212) 885-4170	Jason White, CFA - (949) 640-8780	Rich Moore, CFA - (440) 715-2646
	paul.adornato@bmo.com	jwhite@greenstreetadvisors.com	rich.moore@rbccm.com
		Jay Carlington, CFA - (949) 640-8780
		jcarlington@greenstreetadvisors.com

	Boenning & Scattergood	KeyBanc Capital Markets, Inc.	UBS
	Floris van Dijkum - (212) 922-3572	Todd Thomas - (917) 368-2286	Jeremy Metz - (212) 713-2429
	fvandijkum@boenninginc.com	tthomas@keybanccm.com	jeremy.metz@ubs.com



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


						Capitalization
	Total Market Capitalization					based on	Changes in Total Outstanding Common Shares and OP Units (in thousands)					Weighted Average
	$				%	Net Debt¹						Diluted EPS		FFO
Equity Capitalization								Common Shares	OP Units		Total	Quarter	YTD	Quarter	YTD
Common Shares	74,773						Balance at 12/31/2015	70,259	3,857		74,116
Common Operating Partnership ("OP") Units	4,363						ATM Issuance	1,050	—		1,050
Combined Common Shares and OP Units	79,136						Other	257	571		828
							Balance at 3/31/2016	71,566	4,428		75,994	71,200	71,200	75,845	75,845
Share Price at June 30, 2016	$	35.52					ATM Issuance	2,250	—		2,250
							Equity Issuance 4	868	—		868
Equity Capitalization - Common Shares and OP Units	$	2,810,911					Other	89	(65	)	24
Preferred OP Units	15,207			²			Balance at 6/30/2016	74,773	4,363		79,136	72,896	71,859	77,899	76,872
Total Equity Capitalization	2,826,118				77%	79%

Debt Capitalization
Consolidated debt	1,254,193
Adjustment to reflect pro-rata share of debt	(408,525		)
Total Debt Capitalization	845,668				23%	21%

Total Market Capitalization	$	3,671,786			100%	100%

Notes:
¹ Reflects debt net of:
Core Portfolio cash	$	64,654
pro-rata share of Funds cash	7,882
and pro-rata share of restricted cash relating to City Point financing	3,071
for total cash netted against debt of	$	75,607


² Represents 188 Series A and 141,593 Series C Preferred OP Units convertible into 25,067 and 403,054 Common OP units, respectively multiplied by the Common Share price at quarter end.
³ Fixed-rate debt includes notional principal fixed through interest rate swap transactions.
⁴ Represents partial settlement on forward equity transaction, of which 2.7 million shares remain to be issued, representing $95.0 million of gross proceeds available through April 2017.
⁵ Less then 1% Preferred OP Units


	Market Capitalization ⁵



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

	Year-to-date ended June 30, 2016									Three months ended June 30, 2016
	Core Portfolio			Funds			Total			Core Portfolio		Funds		Total

CORE PORTFOLIO AND FUND INCOME

PROPERTY REVENUES
Minimum rents	$	58,115		$	4,511		$	62,626		$ 29,502		$ 2,134		$ 31,636
Percentage rents	113			48			161			29		16		45
Expense reimbursements - CAM	4,598			397			4,995			2,219		158		2,377
Expense reimbursements - Taxes	9,009			508			9,517			4,587		214		4,801
Other property income	537			419			956			232		349		581
Total Property Revenues	72,372			5,883			78,255			36,569		2,871		39,440

PROPERTY EXPENSES
Property operating - CAM	5,991			794			6,785			2,992		357		3,349
Other property operating (Non-CAM)	902			187			1,089			620		122		742
Real estate taxes	10,338			934			11,272			5,283		414		5,697
Total Property Expenses	17,231			1,915			19,146			8,895		893		9,788

NET OPERATING INCOME - PROPERTIES	55,141			3,968			59,109			27,674		1,978		29,652

OTHER INCOME (EXPENSE)
Interest income	8,851			762			9,613			5,727		401		6,128
Straight-line rent income	1,100			451			1,551			335		206		541
Above/below market rent	2,394			116			2,510			1,262		59		1,321
Interest expense ²	(11,813		)	(1,074		)	(12,887		)	(6,026)		(508)		(6,534)
Amortization of finance costs	(455		)	(247		)	(702		)	(158)		(138)		(296)
Above/below market interest expense	676			—			676			293		—		293
Asset and property management expense	(84		)	(131		)	(215		)	—		(69)		(69)
Other income/(expense)	621			(11		)	610			(70)		(28)		(98)
Transaction costs	(863		)	(67		)	(930		)	(685)		(33)		(718)
Capital lease interest	(491		)	—			(491		)	(491)		—		(491)
CORE PORTFOLIO AND FUND INCOME	55,077			3,767			58,844			27,861		1,868		29,729

FEE INCOME
Asset and property management fees	6,154			7			6,161			3,010		—		3,010
Transactional fees ³	3,186			—			3,186			1,494		—		1,494
Income tax (provision)/benefit	30			(5		)	25			(87)		—		(87)
Total Fee Income	9,370			2			9,372			4,417		—		4,417

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments	—			27			27			—		—		—
Promote income from Funds, net ⁴	6,979			—			6,979			2,243		—		2,243
Income tax (provision)/benefit (RCP)	—			—			—			—		—		—
Total Promote, RCP and Other Income	6,979			27			7,006			2,243		—		2,243

General and Administrative	(14,781		)	(145		)	(14,926		)	(7,093)		(118)		(7,211)

Depreciation and amortization	(27,255		)	(2,185		)	(29,440		)	(13,057)		(1,055)		(14,112)
Non-real estate depreciation and amortization	(299		)	—			(299		)	(149)		—		(149)
Gain on disposition of properties	—			19,257			19,257			—		4,117		4,117
Income before noncontrolling interests	29,091			20,723			49,814			14,222		4,812		19,034

Noncontrolling interest - OP	(1,748		)	(1,223		)	(2,971		)	(850)		(266)		(1,116)

NET INCOME	$	27,343		$	19,500		$	46,843		$	13,372	$	4,546	$	17,918

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 Net of capitalized interest of $1,221 and $2,273 for the three and six months, respectively.

³ Consists of development, construction, leasing and legal fees.

⁴ Net of payments totaling $979 and $2,527 during the three and six months, respectively, under the Company's Long Term Investment Alignment Program.



Income Statements - Funds ^{1, 3}
(in thousands)
	Year-to-date ended June 30, 2016
																									Total
				AKR Pro-			Fund II			AKR Pro-						AKR Pro-						AKR Pro-			AKR Pro-
	Mervyns I			rata share			& Mervyns II			rata share			Fund III			rata share ⁴			Fund IV			rata share			rata share

PROPERTY REVENUES
Minimum rents	$	—		$	—		$	3,191		$	904		$	6,565		$	1,611		$	8,632		$	1,996		$	4,511
Percentage rents	—			—			—			—			68			16			139			32			48
Expense reimbursements - CAM	—			—			279			79			587			144			754			174			397
Expense reimbursements - Taxes	—			—			83			24			1,314			323			698			161			508
Other property income	—			—			95			27			1,118			274			511			118			419
Total Property Revenues	—			—			3,648			1,034			9,652			2,368			10,734			2,481			5,883

PROPERTY EXPENSES
Property operating - CAM	—			—			809			229			1,299			319			1,064			246			794
Other property operating (Non-CAM)	—			—			93			27			325			80			343			80			187
Real estate taxes	—			—			583			165			1,814			445			1,402			324			934
Total Property Expenses	—			—			1,485			421			3,438			844			2,809			650			1,915

NET OPERATING INCOME - PROPERTIES	—			—			2,163			613			6,214			1,524			7,925			1,831			3,968

OTHER INCOME (EXPENSE)
Interest income	—			—			368			105			458			112			2,356			545			762
Straight-line rent income	—			—			533			151			194			47			1,095			253			451
Above/below market rent	—			—			—			—			19			4			483			112			116
Interest expense	—			—			(36		)	(10		)	(766		)	(188		)	(3,789		)	(876		)	(1,074		)
Amortization of finance costs	—			—			(155		)	(44		)	(218		)	(54		)	(644		)	(149		)	(247		)
Asset and property management expense ²	—			—			—			—			(127		)	(31		)	(430		)	(100		)	(131		)
Other income/(expense)	—			—			11			3			(92		)	(23		)	38			9			(11		)
Transaction costs	—			—			—			—			—			—			(290		)	(67		)	(67		)
Fund Income	—			—			2,884			818			5,682			1,391			6,744			1,558			3,767

FEE INCOME
Asset and property management fees	—			—			—			—			27			7			—			—			7
Income tax provision	—			—			—			—			(20		)	(5		)	—			—			(5		)
Total Fee Income	—			—			—			—			7			2			—			—			2

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments	27			6			73			21			—			—			—			—			27
Provision for income taxes (RCP)	—			—			—			—			—			—			—			—			—
Total Promote, RCP and Other Income	27			6			73			21			—			—			—			—			27

GENERAL AND ADMINISTRATIVE	(5		)	(1		)	(76		)	(21		)	(203		)	(50		)	(317		)	(73		)	(145		)

Depreciation and amortization	—			—			(1,450		)	(411		)	(2,178		)	(534		)	(5,364		)	(1,240		)	(2,185		)
Gain on disposition of properties	—			—			—			—			78,460			19,257			—			—			19,257
Income before noncontrolling interest	22			5			1,431			407			81,768			20,066			1,063			245			20,723

Noncontrolling interest - OP	—			—			(100		)	(28		)	(4,812		)	(1,181		)	(61		)	(14		)	(1,223		)

NET INCOME	$	22		$	5		$	1,331		$	379		$	76,956		$	18,885		$	1,002		$	231		$	19,500

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.
³ For information on our pro-rata share of fund investments, see the "Fund Overview" page in this supplemental.
⁴ Pro-rata share for Fund III represents only the Company's co-investment share of the Fund. The Company is also entitled to a 20% promoted share of all distributions following the return of all capital and accumulated preferred return thereon, which has not been reflected in the Company's pro-rata share above. The Company's promoted share of distributions is reflected separately on page 6 of this supplemental.



Income Statements - Funds ^{1, 3}
(in thousands)
	Three months ended June 30, 2016
																										Total
					AKR Pro-			Fund II			AKR Pro-						AKR Pro-						AKR Pro-			AKR Pro-
		Mervyns I			rata share			& Mervyns II			rata share			Fund III			rata share ⁴			Fund IV			rata share			rata share

PROPERTY REVENUES
Minimum rents		$	—		$	—		$	1,599		$	453		$	2,720		$	667		$	4,385		$	1,014		$	2,134
Percentage rents		—			—			—			—			30			7			40			9			16
Expense reimbursements - CAM		—			—			110			31			202			50			335			77			158
Expense reimbursements - Taxes		—			—			42			12			479			118			363			84			214
Other property income		—			—			66			19			1,106			271			257			59			349
Total Property Revenues		—			—			1,817			515			4,537			1,113			5,380			1,243			2,871

PROPERTY EXPENSES
Property operating - CAM		—			—			386			109			549			135			490			113			357
Other property operating (Non-CAM)		—			—			66			19			188			46			245			57			122
Real estate taxes		—			—			292			83			715			175			674			156			414
Total Property Expenses		—			—			744			211			1,452			356			1,409			326			893

NET OPERATING INCOME - PROPERTIES		—			—			1,073			304			3,085			757			3,971			917			1,978

OTHER INCOME (EXPENSE)
Interest income		—			—			186			53			232			57			1,259			291			401
Straight-line rent income		—			—			208			59			62			15			572			132			206
Above/below market rent		—			—			—			—			1			—			255			59			59
Interest expense		—			—			4			1			(276		)	(68		)	(1,909		)	(441		)	(508		)
Amortization of finance costs		—			—			(76		)	(22		)	(117		)	(29		)	(376		)	(87		)	(138		)
Asset and property management expense ²		—			—			—			—			(78		)	(19		)	(215		)	(50		)	(69		)
Other income/(expense)		—			—			(11		)	(3		)	(88		)	(22		)	(14		)	(3		)	(28		)
Transaction costs		—			—			—			—			—			—			(141		)	(33		)	(33		)
Fund Income		—			—			1,384			392			2,821			691			3,402			785			1,868

FEE INCOME
Asset and property management fees		—			—			—			—			—			—			—			—			—
Income tax benefit		—			—			—			—			—			—			—			—			—
Total Fee Income		—			—			—			—			—			—			—			—			—

PROMOTE, RCP AND OTHER INCOME
Equity in earnings from RCP investments		—			—			—			—			—			—			—			—			—
Income tax (provision)/benefit (RCP)		—			—			—			—			—			—			—			—			—
Total Promote, RCP and Other Income		—			—			—			—			—			—			—			—			—

GENERAL AND ADMINISTRATIVE		(5		)	(1		)	(71		)	(20		)	(214		)	(53		)	(190		)	(44		)	(118		)

Depreciation and amortization		—			—			(701		)	(199		)	(1,045		)	(256		)	(2,596		)	(600		)	(1,055		)
Gain on disposition of properties		—			—			—			—			16,776			4,117			—			—			4,117
Income before noncontrolling interest		(5		)	(1		)	612			173			18,338			4,499			616			141			4,812

Noncontrolling interest - OP		—			—			(50		)	(14		)	(994		)	(244		)	(35		)	(8		)	(266		)

NET INCOME		$	(5	)	$	(1	)	$	562		$	159		$	17,344		$	4,255		$	581		$	133		$	4,546

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.
³ For information on our pro-rata share of fund investments, see the "Fund Overview" page in this supplemental.
⁴ Pro-rata share for Fund III represents only the Company's co-investment share of the Fund. The Company is also entitled to a 20% promoted share of all distributions following the return of all capital and accumulated preferred return thereon, which has not been reflected in the Company's pro-rata share above. The Company's promoted share of distributions is reflected separately on page 6 of this supplemental.



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


	Current
	Year-to-Date			Quarter			Quarter
	Period ended			3 months ended			3 months ended
Funds from operations ("FFO"):	June 30, 2016			June 30, 2016			March 31, 2016

Net Income	$	46,843		$	17,918		$ 28,925
Add back:
Depreciation of real estate and amortization of leasing costs:
(net of noncontrolling interest share)	29,440			14,112			15,328
Gain on disposition of properties (net of noncontrolling interest share)	(19,257		)	(4,117		)	(15,140)
Impairment of asset	—			—			—
Income attributable to noncontrolling interests'
share in Operating Partnership	3,242			1,249			1,994


FFO to Common Shareholders and Common OP Unit holders	$	60,268		$	29,162		$	31,107

Add back: Transaction costs	930			718			212
FFO before transaction costs	$	61,198		$	29,880		$	31,319


Adjusted Funds from operations ("AFFO"):
Diluted FFO	$	60,268		$	29,162		$ 31,107
Straight-line rent, net	(1,551		)	(541		)	(1,010)
Above/below market rent	(2,510		)	(1,321		)	(1,189)
Amortization of finance costs	702			296			406
Above/below market interest	(676		)	(293		)	(383)
Loss on extinguishment of debt	—			—			—
Non-real estate depreciation	299			149			150
Leasing commissions	(139		)	(122		)	(17)
Tenant improvements	(4,109		)	(1,880		)	(2,229)
Capital expenditures	(395		)	(111		)	(284)
AFFO to Common Shareholders and Common OP Unit holders	$	51,889		$	25,339		$	26,551

Total weighted average diluted shares and OP Units:	76,872			77,899			75,845

Diluted FFO per Common share and OP Unit:
FFO	$	0.78		$	0.37		$ 0.41
FFO before transaction costs	$	0.80		$	0.38		$	0.41

AFFO	$	0.67		$	0.33		$ 0.35
AFFO before transaction costs	$	0.69		$	0.33		$	0.35

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.



EBITDA
(in thousands)

	Year-to-Date									Current Quarter
	Period ended June 30, 2016									Three months ended June 30, 2016
	Core									Core
	Portfolio			Funds			Total			Portfolio		Funds		Total

NET INCOME	$	27,343		$	19,500		$	46,843		$ 13,372		$ 4,546		$ 17,918

Adjustments:
Depreciation and amortization	27,554			2,185			29,739			13,206		1,055		14,261
Interest expense	11,813			1,074			12,887			6,026		508		6,534
Amortization of finance costs	455			247			702			158		138		296
Above/below market interest	(676		)	—			(676		)	(293)		—		(293)
Gain on disposition of properties	—			(19,257		)	(19,257		)	—		(4,117)		(4,117)
Provision for income taxes	(30		)	5			(25		)	87		—		87
Noncontrolling interest - OP	1,748			1,223			2,971			850		266		1,116

EBITDA	$	68,207		$	4,977		$	73,184		$	33,406	$	2,396	$	35,802



Core Portfolio
Same Property Performance ¹
(in thousands)

	Year-to-Date							Quarter

	Period ended							Three months ended
							Change					Change
	June 30, 2016			June 30, 2015			Favorable/(Unfavorable)	June 30, 2016		June 30, 2015		Favorable/(Unfavorable)

Summary
Minimum rents	$	50,089		$	48,619		3.0%	$	25,149	$	24,424	3.0%
Expense reimbursements	12,055			12,525			-3.8%	5,959		5,830		2.2%
Other property income	506			543			-6.8%	191		224		-14.7%

Total Revenue	$	62,650		$	61,687		1.6%	$	31,299	$	30,478	2.7%

Expenses
Property operating - CAM & Real estate taxes	14,369			14,870			3.4%	7,154		6,852		-4.4%
Other property operating (Non-CAM)	$	736		$	651		-13.1%	$	450	$	472	4.7%

Total Expenses	15,105			15,521			2.7%	7,604		7,324		-3.8%

Same Property NOI - Core properties	$	47,545		$	46,166		3.0%	$	23,695	$	23,154	2.3%

Reconciliation of Same Property NOI to Core NOI
NOI of Properties excluded from Same Property NOI	7,596			3,931				3,979		3,021
Core NOI ²	$	55,141		$	50,097			$	27,674	$	26,175

Other same property information
Physical Occupancy	96.6		%	96.4		%
Leased Occupancy	96.7		%	97.0		%

Notes:
¹ The above amounts include the pro-rata activity related to the Company's Core consolidated and unconsolidated investments.
² See "Income Statement - Consolidated."



Fee income by Fund
(in thousands)

	Fund II		Fund III		Fund IV		Other		Total
Year-to-date ended June 30, 2016
Asset and property management fees	$	1,074	$	1,670	$	3,113	$	297	$	6,154
Transactional fees	1,444		399		1,028		315		3,186
Total fees	$	2,518	$	2,069	$	4,141	$	612	$	9,340


	Fund II		Fund III		Fund IV		Other		Total
Quarter ended June 30, 2016
Asset and property management fees	$	540	$	809	$	1,521	$	140	$	3,010
Transactional fees	729		162		396		207		1,494
Total fees	$	1,269	$	971	$	1,917	$	347	$	4,504


	Fund II		Fund III		Fund IV		Other		Total
Previous Quarter ended March 31, 2016
Asset and property management fees	$	534	$	861	$	1,592	$	157	$	3,144
Transactional fees	715		237		632		108		1,692
Total fees	$	1,249	$	1,098	$	2,224	$	265	$	4,836



Pro-Rata Consolidated Balance Sheet
(in thousands)
	Notes	Consolidated			Noncontrolling			Company's			Pro-Rata
		Balance			Interest in			Interest in			Consolidated
		Sheet			Consolidated			Unconsolidated			Balance
	^{1, 2}	As Reported			Subsidiaries			Subsidiaries			Sheet			Notes
ASSETS
Real estate														¹ The interim consolidated balance sheet is unaudited, although it
Land		$	477,205		$	(97,997	)	$	48,764		$	427,972		reflects all adjustments, which in the opinion of management,
Buildings and improvements		1,499,033			(248,103		)	312,158			1,563,088			are necessary for the fair presentation of the consolidated
Construction in progress		24,365			(16,191		)	615			8,789			balance sheet for the interim period.
		2,000,603			(362,291		)	361,537			1,999,849
Less: accumulated depreciation		(265,174		)	29,113			(30,947		)	(267,008		)	² The Company currently invests in Funds II, III & IV and Mervyns I & II
Net real estate		1,735,429			(333,178		)	330,590			1,732,841			which are consolidated within the Company's financial statements.
														To provide investors with supplemental information, the Company's
Net real estate under development	³	647,142			(463,093		)	7,558			191,607			investments are reflected above on a pro-rata basis by calculating
														its effective ownership percentage for each of the asset
Cash and cash equivalents		83,853			(20,418		)	9,101			72,536			and liability line items. Similarly, the presentation also includes
Cash in escrow		18,709			(11,253		)	2,915			10,371			the Company's pro-rata share of assets and liabilities for
Restricted cash		10,840			(7,769		)	—			3,071			unconsolidated investments which are accounted for under the equity
Investments in and advances to unconsolidated affiliates		284,238			(78,812		)	(205,426		)	—			method of accounting in the Company's financial statements.
Rents receivable, net		7,930			(1,132		)	2,558			9,356
Straight-line rents receivable, net		30,287			(9,123		)	3,235			24,399
Notes receivable		273,542			(45,433		)	—			228,109			³ The components of Net real estate under development are as follows:
Deferred charges, net		23,423			(7,446		)	2,507			18,484			Fund II	$	555,438
Prepaid expenses and other assets	⁴	57,852			29,034			90			86,976			Fund III	46,029
Acquired lease intangibles		61,795			(6,394		)	11,609			67,010			Fund IV	39,073
														Other	6,602
Total Assets		$	3,235,040		$	(955,017	)	$	164,737		$	2,444,760
														Total	647,142
LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage and other notes payable		$	807,467		$	(462,978	)	$	166,214		$	510,703		⁴ The components of Prepaid expenses and other assets are as follows:
Unsecured notes payable		446,726			(111,761		)	—			334,965			Due from Fund Investors	$	46,029
Valuation of debt at acquisition, net of amortization		1,462			—			1,029			2,491			Contract deposits	18,294
Unamortized loan costs		(10,890		)	6,463			(1,358		)	(5,785		)	Prepaid expenses	6,015
Acquired lease intangibles		37,489			(6,342		)	9,314			40,461			Accrued interest on Notes receivable	4,490
Accounts payable and accrued expenses		38,343			(10,671		)	3,463			31,135			Other	12,148
Dividends and distributions payable		20,162			—			—			20,162
Share of losses in excess of inv. in unconsolidated affiliates		24,013			(6,454		)	(17,559		)	—			Total	$	86,976
Other liabilities	⁵	109,351			(8,534		)	3,634			104,451

Total Liabilities		1,474,123			(600,277		)	164,737			1,038,583			⁵ Other liabilities include $69,649 of capital lease obligations.

Shareholders' equity:														⁶ Pro-rata share of noncontrolling interest in subsidiary represents
Common shares		75			—			—			75			Operating Partnership's share of equity.



Additional paid-in capital		1,287,854			—			—		1,287,854
Accumulated other comprehensive loss		(15,220		)	—			—		(15,220		)
Retained earnings		22,919			—			—		22,919
Total controlling interest		1,295,628			—			—		1,295,628
Noncontrolling interest in subsidiary	⁶	465,289			(354,740		)	—		110,549
Total Shareholders' Equity		1,760,917			(354,740		)	—		1,406,177

Total Liabilities and Shareholders' Equity		$	3,235,040		$	(955,017	)	$	164,737	$	2,444,760



Structured Financing Portfolio
(in thousands)


	March 31, 2016						Current Period											Stated	Effective
	Principal		Accrued									Current		Accrued		Balance at		Interest	Interest	Maturity
Investment	Balance		Interest		Total		Advances		Repayments ²			Principal		Interest		June 30, 2016		Rate	Rate 1	Dates


First mortgage notes	$	58,069	$	1,220	$	59,289	$	153,400	$	—		$	211,469	$	3,587	$	215,056	7.74%	7.83%	2016 to 2019

Mezzanine, preferred equity and other notes	34,878		9,977		44,855		—		(34,878		)	—		—		—		—	—

Total notes receivable	$	92,947	$	11,197	$	104,144	$	153,400	$	(34,878	)	$	211,469	$	3,587	$	215,056	7.74%	7.83%

Notes:
¹ Inclusive of points and exit fees.

² Repayment of $34,878 includes $30,879 of principal that was reclassified as a first mortgage note during the second quarter.

Reconciliation of Notes Receivable to the Consolidated Balance Sheet

Total Notes Receivable per above												$	211,469
Other loans (pro-rata share)												16,640

Total Notes Receivable per Pro-Rata Balance Sheet												$	228,109



Transactional Activity
(in thousands)
Core Portfolio									Funds

			Acquisitions

			Acadia									Fund			Acadia
Property Name	Transaction Price		Ownership %	Acadia Share		Month of Transaction	Location	Key Tenants	Property Name	Transaction Price		Ownership %	Fund Share		Share		Month of Transaction	Location	Key Tenants

									Fund IV:

Gotham Plaza ¹	$	79,163	49%	$	38,790	January	Manhattan, NY	Bank of America, The Children's Place	1964 Union Street	$	2,250	90%	$	2,025	$	468	January	San Francisco, CA	—
991 Madison Avenue ²	76,628		100%	76,628		March	Manhattan, NY	Vera Wang, Perrin Paris	Restaurants at Fort Point	11,500		100%	11,500		2,659		January	Boston, MA	—
165 Newbury Street	6,250		100%	6,250		May	Boston, MA	Starbucks
Georgetown Portfolio (2016) ³	338,000		20%	67,600		June	Washington, DC	Sephora, Lululemon, North Face


Total	$	500,041		$	189,268				Total	$	13,750		$	13,525	$	3,127

			Dispositions

									Fund III:

									Cortlandt Town Center ⁴	$	165,000	65%	$	107,250	$	42,503	January	Mohegan Lake, NY	—
									Heritage Shops	46,500		100%	46,500		18,428		April	Chicago, IL

										$	211,500		$	153,750	$	60,931


			Structured Finance Investments

																			Extension
									Fund IV:	Principal		Interest Rate	Maturity Date				Month of Transaction	Location	Options

									900 W. Randolph Street	$	14,000	15%	February, 2021				February	Chicago, IL	2 x 12 mos.

Notes:

¹ Acquired a 49% interest in this property for $38,790. The $79,163 represents the total value of the property at the time of our transaction.
² Acquired a 49-year master lease interest in this property. The lease position has been capitalized for the Company's financial statements at a total value of $76,628 which consists of a $7,000 upfront payment in addition to the present value of future annual master lease rent obligations.
³ Acquired a 20% interest in this portfolio for $67,600 which is comprised of cash of $47,600 and our proportionate share of assumed debt of $20,000. The $338,000 represents the total value of the portfolio at the time of our transaction.
⁴ Sold a 65% interest in this property for $107,250. The $165,000 represents the total value of the property at the time of our transaction.



2016 Annual Guidance
Note: 2016 FFO and EPS guidance and comparable 2015 results are before acquisition related costs

(in millions except per share amounts, all per share amounts are fully diluted)
	2016 Guidance	2015 Actual	Notes
Summary:

Funds from Operations ("FFO") per share (before acquisiton costs)	$1.52 to $1.60	$1.56	'- 2015 included $0.13 of gain from the sale of air rights
			'- Before 2015 acquisition costs, which totaled $0.03

Earnings per Share ("EPS") (before acquisiton costs)	$0.99 to $1.07	$0.97


FFO Components:

Core and pro-rata share of Fund portfolio income (before acquisiton costs)	$122.0 to $126.0	$110.5	'- 2015 acquisition costs totaled $2.2 million

Asset and property management fee income, net of TRS taxes	$11.0 to $13.0	$13.1

Transactional fee income, net of TRS taxes	$7.0 to $8.0	$8.6

Other Fund related income, net	$9.0 to $11.0	$11.0	'- 2015 included $0.13 of gain from the sale of air rights
			'- Net of projeced payments under the Company's Long-Term Fund Investment Alignment Program ("FIAP")

General and administrative expense	$(31.0) to $(30.5)	$(29.4)

FFO	$118.0 to $127.5	$113.8


Additional Guidance Assumptions:

Fully diluted Common Shares and OP Units - weighted average	78,000 to 80,000	73,100

Same property net operating income ("NOI") growth	3.0% to 4.0%

Core acquisitions	$500.0 to $600.0

Fund acquisitions	$200.0 to $400.0



Net Asset Valuation Information
(in thousands)

	CORE							FUND II											FUND III											FUND IV
								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	$	27,674		¹	$	110,696		$	1,073		$	4,292		28.33	%	$	1,216		$	3,085		$	12,340		39.63	%	$	4,890		$	3,971		$	15,884		23.12	%	$	3,672
Less:
(Income)/ loss from properties sold or under contract								—			—					—			(1,244		)	(4,976		)			(1,972		)	—			—					—
(Income)/ loss from pre-stabilized assets ²	(321		)		(1,284		)	(398		)	(1,592		)			(451		)	(484		)	(1,936		)			(767		)	(991		)	(3,964		)			(916		)
(Income)/ loss from development projects ³	(65		)		(260		)	—			—					—			—			—					—			(244		)	(976		)			(226		)
Net Operating Income of stabilized assets	27,288				109,152			675			2,700					765			1,357			5,428					2,151			2,736			10,944					2,530

Costs to Date
Pre-stabilized assets ²					$	7,208					$	73,643				$	20,863					$	65,096				$	25,798					$	151,108				$	34,936
Development projects ³					11,689						404,300					114,538						41,100					16,288						160,000					36,992

Total Costs to Date					18,897						477,943					135,401						106,196					42,085						311,108					71,928

Debt					$	628,791					$	401,145				$	107,054					$	160,194				$	35,602					$	336,712				$	74,221


Notes:
¹ Does not include a full quarter of NOI for those assets purchased during the second quarter 2016. See "Transactions Activity" page in this supplemental for descriptions of those acquisitions.
² Consists of the following projects:
Core:
991 Madison Avenue
Fund II:
161st Street
Fund III:
640 Broadway
654 Broadway
Nostrand
Fund IV:
2819 Kennedy Blvd
Paramus Plaza
17 East 71st Street
1035 Third Avenue
1151 Third Avenue
Eden Square
³ See "Redevelopment Activity" page in this supplemental



Selected Financial Ratios
(in thousands)

		Three months ended June 30,						Period ended June 30,							Three months ended June 30,		Three months ended March 31,

		2016			2015			2016			2015				2016		2016
COVERAGE RATIOS ¹														LEVERAGE RATIOS

Fixed-Charge Coverage Ratios														Debt/Market Capitalization Ratios

EBITDA ² divided by:		$	33,406		$	30,551		$	68,207		$	57,460		Debt + Preferred Equity (Preferred O.P. Units)	$	860,875	$	778,309
Interest expense		6,026			6,483			11,813			12,118			Total Market Capitalization	3,671,786		3,447,978
Principal Amortization		984			1,355			2,018			2,718			Debt+Preferred Equity/Total Market Capitalization	23%		23%
Preferred Dividends ³		139			6			278			13
Fixed-Charge Coverage Ratio - Core Portfolio		4.7x			3.9x			4.8x			3.9x			Debt ⁶	$ 785,268		$ 704,336
														Total Market Capitalization	3,596,179		3,374,005
EBITDA divided by:		$	35,802		$	32,598		$	73,184		$	62,558		Net Debt+Preferred Equity/Total Market Capitalization	22%		21%
Interest expense		6,534			7,013			12,887			13,204
Principal Amortization		1,229			1,529			2,387			3,091			Debt/EBITDA Ratios
Preferred Dividends		139			6			278			13
Fixed-Charge Coverage Ratio - Core Portfolio														Debt	$ 628,791		$ 539,213
and Funds		4.5x			3.8x			4.7x			3.8x			EBITDA (Annualized) ⁷	135,880		131,488
														Debt/EBITDA - Core Portfolio	4.6x		4.1x
Payout Ratios
														Debt ⁵	$	564,137	$	474,901
Dividends declared (per share/OP Unit)		$	0.25		$	0.24		$	0.50		$	0.48		EBITDA (Annualized) ⁷	135,880		131,488
														Net Debt/EBITDA - Core Portfolio	4.2x		3.6x
Dividends (Shares) & Distributions (OP Units) declared		$	20,152		$	17,697		$	39,494		$	35,368
FFO		29,162			34,872			60,268			57,926			Debt ⁴	$ 845,668		$ 763,269
FFO Payout Ratio		69		%	51		%	66		%	61		%	EBITDA (Annualized) ⁷	145,464		141,812
FFO Payout Ratio before acquisition costs		67		%	50		%	65		%	60		%	Debt/EBITDA - Core Portfolio and Funds	5.8x		5.4x

Dividends (Shares) & Distributions (OP Units) paid		$	20,152		$	17,697		$	39,494		$	35,368		Debt ⁶	$ 770,061		$ 689,296
AFFO		25,339			29,645			51,889			47,752			EBITDA (Annualized) ⁷	145,464		141,812
AFFO Payout Ratio		80		%	60		%	76		%	74		%	Net Debt/EBITDA - Core Portfolio and Funds	5.3x		4.9x
AFFO Payout Ratio before acquisition costs		77		%	59		%	75		%	72		%


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 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.
²	See page 10 for a calculation of EBITDA.
³	Represents preferred distributions on Preferred Operating partnership Units.
⁴	Includes the Company's pro-rata share of consolidated and unconsolidated joint venture debt.
⁵	Reflects debt net of the current Core Portfolio cash balance at end of period.
⁶	Reflects debt net of the current Core Portfolio and pro-rata share of the Funds cash balance at end of period.
⁷	Annualized EBITDA is adjusted to include the estimated amount of net Promote income to be earned during 2016.



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		Interest Share of		Unconsolidated			Debt
Unsecured Debt	Balance		Rate	Balance		Rate	Balance		Rate		Consolidated Debt ³		Debt ⁴			As Reported

Fixed-Rate Debt 1	$	248,982	3.7%	$	—	n/a	$	248,982	3.7%	29%	$	—	$	—		$	248,982
Variable-Rate Debt	51,018		2.0%	34,965		2.8%	85,983		2.0%	10%	111,761		—			197,744
										40%
Mortgage and Other Notes Payable

Fixed-Rate Debt 1	328,791		4.4%	77,616		4.3%	406,407		4.2%	48%	244,317		(126,778		)	523,946
Variable-Rate Debt	—		—	104,296		2.5%	104,296		2.5%	12%	218,661		(39,436		)	283,521
										60%

Total	$	628,791	4.0%	$	216,877	3.1%	$	845,668	3.6%	100%	$	574,739	$	(166,214	)	1,254,193
Unamortized premium																1,462
Unamortized loan costs																(10,890		)
																$	1,244,765


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	June 30, 2016			Percent	Amount			Rate		Date	Options

CORE PORTFOLIO

Fixed-Rate Debt
Brandywine ²	$	26,250		22.2%	$	5,833		5.99%		7/1/2016	None
Georgetown Portfolio (2016 Investment)	100,000			20.0%	20,000			5.89%		9/1/2016	None
Rhode Island Place Shopping Center	15,599			100.0%	15,599			6.35%		12/1/2016	None
239 Greenwich Avenue	26,000			75.0%	19,500			5.42%		2/11/2017	None
639 West Diversey	4,088			100.0%	4,088			6.65%		3/1/2017	None
Merrillville Plaza	24,967			100.0%	24,967			5.88%		8/1/2017	None
Bedford Green	28,927			100.0%	28,927			5.10%		9/5/2017	None
163 Highland Avenue	9,479			100.0%	9,479			4.66%		2/1/2024	None
Crossroads Shopping Center	67,500			49.0%	33,075			3.94%		10/6/2024	None
840 N. Michigan	73,500			88.4%	64,996			4.36%		2/10/2025	None
Georgetown Portfolio (2008 Investment)	17,413			50.0%	8,707			4.72%		12/10/2027	None
Unsecured interest rate swaps ¹	248,982			100.0%	248,982			3.74%		Various
Secured interest rate swaps ¹	104,573			89.5%	93,620			3.03%		Various

Sub-Total Fixed-Rate Debt	747,278				577,773			4.14%

Secured Variable-Rate Debt

664 N. Michigan	42,476			100.0%	42,476			Libor + 165		6/28/2018	1 x 60 mos.
4401 N. White Plains Road	5,949			100.0%	5,949			Libor + 190		9/1/2022	None
28 Jericho Turnpike	15,094			100.0%	15,094			Libor + 190		1/23/2023	None
60 Orange Street	7,888			98.0%	7,730			Libor + 175		4/3/2023	None
Gotham Plaza	21,166			49.0%	10,371			Libor + 160		6/10/2023	None
330-340 River Street	12,000			100.0%	12,000			Libor + 170		6/1/2026	None
Secured interest rate swaps ¹	(104,573		)	89.5%	(93,620		)	Libor + 143

Unsecured Variable-Rate Debt

Unsecured Line of Credit ³	—			100.0%	—			Libor + 140		6/27/2020	2 x 6 mos.
Unsecured Term Loan	50,000			100.0%	50,000			Libor + 130		7/2/2020	None
Unsecured Term Loan	50,000			100.0%	50,000			Libor + 130		1/4/2021	None
Unsecured Term Loan	150,000			100.0%	150,000			Libor + 130		6/27/2021	None
Unsecured Term Loan	50,000			100.0%	50,000			Libor + 160		12/18/2022	None
Unsecured interest rate swaps ¹	(248,982		)	100.0%	(248,982		)	Libor + 143

Sub-Total Variable-Rate Debt	51,018				51,018			Libor + 149

Total Debt - Core Portfolio	$	798,296			$	628,791		3.96	%



Portfolio Debt - Detail (continued)
(in thousands)

		Principal Balance at			Acadia's Pro-rata Share				Interest		Maturity	Extension
Property	Entity	June 30, 2016			Percent	Amount			Rate		Date	Options

Funds

Fixed-Rate Debt
CityPoint ⁴	Fund II	$	19,000		25.4%	$	4,824		1.25	%	12/23/2016	1 x 12 mos.
216th Street ⁴	Fund II	25,500			28.1%	7,159			5.80	%	10/1/2017	None
CityPoint ^4,7	Fund II	5,262			26.7%	1,403			1.00	%	8/23/2019	None
CityPoint ⁴	Fund II	200,000			26.7%	53,341			4.75	%	5/29/2020	None
1964 Union Street ⁴	Fund IV	1,463			20.8%	304			3.80	%	10/1/2025	None
2207 Fillmore Street ⁴	Fund IV	1,120			20.8%	233			4.50	%	10/31/2025	None
2208-2216 Fillmore Street ⁴	Fund IV	5,606			20.8%	1,166			3.40	%	6/1/2026
1861 Union Street ⁴	Fund IV	2,315			20.8%	482			3.40	%	6/1/2026
Interest rate swaps ¹	Funds II & IV	34,592			25.2%	8,704			3.23	%	Various

Sub-Total Fixed-Rate Debt		294,858				77,616			4.28	%

Variable-Rate Debt
CityPoint ⁴	Fund II	20,000			26.7%	5,334			Libor + 170		8/23/2016	1 x 12 mos.
640 Broadway ⁴	Fund III	21,901			25.0%	5,479			Libor + 295		10/1/2016	None
Acadia Strategic Opportunity II LLC	Fund II	20,000			28.3%	5,666			Libor + 275		10/19/2016	None
Broughton Street Portfolio	Fund IV	20,000			23.1%	4,624			Libor + 300		11/4/2016	None
Acadia Strategic Opportunity IV LLC ⁵	Fund IV	86,610			23.1%	20,024			Libor + 165		11/18/2016	None
Promenade at Manassas ⁴	Fund IV	25,000			22.8%	5,696			Libor + 140		11/19/2016	2 x 12 mos.
CityPoint ⁴	Fund II	62,000			25.4%	15,742			Sifma + 160		12/23/2016	1 x 12 mos.
1701 Belmont Avenue ^4,8	Fund IV	3,053			22.8%	696			Prime + 50		1/31/2017	None
Acadia Strategic Opportunity IV LLC ⁶	Fund IV	40,116			23.1%	9,275			Libor + 275		2/9/2017	1 x 6 mos.
654 Broadway	Fund III	8,725			39.6%	3,458			Libor + 188		3/1/2017	2 x 12 mos.
Arundel Plaza ⁴	Fund III	10,000			35.7%	3,567			Libor + 200		4/8/2017	1 x 12 mos.
New Hyde Park Shopping Center	Fund III	11,000			39.6%	4,359			Libor + 185		5/1/2017	2 x 12 mos.
938 W. North Avenue ⁴	Fund IV	12,500			18.5%	2,312			Libor + 235		5/1/2017	1 x 12 mos.
1151 Third Avenue	Fund IV	12,481			23.1%	2,886			Libor + 175		6/3/2017	2 x 12 mos.
210 Bowery	Fund IV	5,118			23.1%	1,183			Libor + 275		10/15/2017	1 x 12 mos.
2819 Kennedy Boulevard ⁴	Fund IV	6,814			22.8%	1,553			Libor + 215		12/9/2017	2 x 12 mos.
Eden Square ⁴	Fund IV	16,000			22.8%	3,646			Libor + 200		12/17/2017	1 x 12 mos.
161st Street ⁴	Fund II	29,500			28.1%	8,282			Libor + 250		4/1/2018	None
230/240 W. Broughton	Fund IV	8,708			11.6%	1,007			Libor + 190		5/1/2018	None
Nostrand Avenue	Fund III	11,397			39.6%	4,517			Libor + 265		5/1/2018	2 x 12 mos.
Paramus Plaza ⁴	Fund IV	14,099			11.6%	1,630			Libor + 170		2/20/2019	None
Lake Montclair	Fund IV	14,709			23.1%	3,401			Libor + 215		5/1/2019	None
Cortlandt Town Center	Fund III	93,000			13.9%	12,900			Libor + 175		1/28/2020	None
17 E. 71st Street	Fund IV	19,000			23.1%	4,393			Libor + 190		6/9/2020	None
1035 Third Avenue	Fund IV	42,000			23.1%	9,710			Libor + 235		1/27/2021	None
CityPoint ⁴	Fund II	19,883			26.7%	5,303			Libor + 139		11/1/2021	None
3104 M Street ^4,8	Fund III	4,171			31.7%	1,322			Prime + 50		12/10/2021	None
Interest rate swaps ¹	Funds II & IV	(34,592		)	25.2%	(8,704		)	Libor + 200

Sub-Total Variable-Rate Debt		603,193				139,261			Libor + 202

Total Debt - Funds		$	898,051			$	216,877		3.13%

Total Debt - Core Portfolio and Funds		$	1,696,347			$	845,668		3.75%

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 loan is in default as of June 30, 2016.

³ 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 June 30, 2016, the interest rate is LIBOR + 140 basis points.

⁴ Acadia's interest in this Fund debt is also reflected net of other JV interests at the investment level.

⁵ 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 $172,188.

⁶ Total current availability under this facility is $50,000.

⁷ 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.

⁸ 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

2016	$	2,285	$	141,715	$	144,000	$	2,075	$	41,298	$	43,373	6.08	%	6.08	%	n/a
2017	4,277		82,926		87,203		3,703		76,426		80,129		5.51	%	5.51	%	n/a
2018	3,922		40,058		43,980		2,877		40,058		42,935		2.12	%	n/a		2.12	%
2019	3,519		—		3,519		2,432		—		2,432		n/a		n/a		n/a
2020	3,638		50,000		53,638		2,511		50,000		52,511		1.87	%	n/a		1.87	%
Thereafter	16,878		449,078		465,956		11,940		395,470		407,410		2.61	%	4.40	%	1.88	%
Total	$	34,519	$	763,777	$	798,296	$	25,538	$	603,252	$	628,790





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

2016	$	1,033	$	274,509	$	275,542	$	344	$	67,389	$	67,733	2.22	%	1.25	%	2.29	%
2017	2,011		150,094		152,105		578		39,722		40,300		2.99	%	4.69	%	2.36	%
2018	918		48,825		49,743		202		13,496		13,698		3.05	%	n/a		3.05	%
2019	1,279		124,967		126,246		214		18,970		19,184		2.19	%	1.00	%	2.29	%
2020	398		218,539		218,937		102		57,627		57,729		4.57	%	4.75	%	2.37	%
Thereafter	1,169		74,309		75,478		312		17,921		18,233		2.68	%	3.57	%	2.56	%
Total	$	6,808	$	891,243	$	898,051	$	1,414	$	215,125	$	216,877

Note:
¹ Does not include any applicable extension options



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

STREET AND URBAN RETAIL
Chicago Metro
664 N. Michigan Avenue	Tommy Bahama, Ann Taylor Loft, Harley Davidson	2013	100.0	%	18,141	—	—	18,141	100.0	%	—		—		100.0	%	100.0	%	$	4,497,482	$	247.92
840 N. Michigan Avenue	H & M, Verizon Wireless	2014	88.4	%	87,135	—	—	87,135	100.0	%	—		—		100.0	%	100.0	%	7,610,395		87.34
Rush and Walton Streets Collection - 6 properties	Lululemon, Brioni, BHLDN, Marc Jacobs	2011/12	100.0	%	41,533	—	—	41,533	100.0	%	—		—		100.0	%	100.0	%	6,512,944		156.81
651-671 West Diversey	Trader Joe's, Urban Outfitters	2011	100.0	%	46,259	—	—	46,259	100.0	%	—		—		100.0	%	100.0	%	1,995,310		43.13
Clark Street and W. Diversey Collection - 3 properties	Ann Taylor, Akira	2011/12	100.0	%	23,531	—	—	23,531	95.6	%	—		—		95.6	%	95.6	%	1,248,716		55.53
Halsted and Armitage Collection - 9 properties	Intermix, BCBG, Club Monaco	2011/12	100.0	%	44,658	—	—	44,658	95.2	%	—		—		95.2	%	95.2	%	1,820,082		42.81
North Lincoln Park Chicago Collection - 6 properties	Forever 21, Aldo, Carhartt, Chase Bank	2011/14	100.0	%	22,125	—	29,130	51,255	100.0	%	—		67.6	%	81.6	%	81.6	%	1,678,879		40.14
Roosevelt Galleria	Petco, Vitamin Shoppe	2015	100.0	%	—	—	37,995	37,995	—		—		100.0	%	100.0	%	100.0	%	1,066,439		28.07
					283,382	—	67,125	350,507	98.9	%	—		86.0	%	96.4	%	96.4	%	26,430,247		78.22
New York Metro
83 Spring Street	Paper Source	2012	100.0	%	3,000	—	—	3,000	100.0	%	—		—		100.0	%	100.0	%	686,272		228.76
152-154 Spring Street	—	2014	100.0	%	2,936	—	—	2,936	100.0	%	—		—		100.0	%	100.0	%	2,275,971		775.19
15 Mercer Street	3 X 1 Denim	2011	100.0	%	3,375	—	—	3,375	100.0	%	—		—		100.0	%	100.0	%	431,250		127.78
5-7 East 17th Street	Union Fare	2008	100.0	%	11,467	—	—	11,467	100.0	%	—		—		100.0	%	100.0	%	1,300,014		113.37
200 West 54th Street	Stage Coach Tavern	2007	100.0	%	5,773	—	—	5,773	78.4	%	—		—		78.4	%	78.4	%	1,869,012		412.79
61 Main Street	Chicos	2014	100.0	%	3,400	—	—	3,400	100.0	%	—		—		100.0	%	100.0	%	351,560		103.40
181 Main Street	TD Bank	2012	100.0	%	11,350	—	—	11,350	100.0	%	—		—		100.0	%	100.0	%	866,365		76.33
4401 White Plains Road	Walgreens	2011	100.0	%	—	12,964	—	12,964	—		100.0	%	—		100.0	%	100.0	%	625,000		48.21
Bartow Avenue	Sleepy's	2005	100.0	%	—	—	14,434	14,434	—		—		75.5	%	75.5	%	100.0	%	372,177		34.15
239 Greenwich Avenue	Betteridge Jewelers	1998	75.0	%	16,553	—	—	16,553	100.0	%	—		—		100.0	%	100.0	%	1,513,516		91.43
252-256 Greenwich Avenue	Madewell, Calypso, Jack Wills	2014	100.0	%	7,986	—	—	7,986	100.0	%	—		—		100.0	%	100.0	%	1,308,431		163.84
2914 Third Avenue	Planet Fitness	2006	100.0	%	—	21,650	18,670	40,320	—		100.0	%	100.0	%	100.0	%	100.0	%	918,691		22.78
868 Broadway	Dr. Martens	2013	100.0	%	2,031	—	—	2,031	100.0	%	—		—		100.0	%	100.0	%	702,531		345.90
313-315 Bowery ²	John Varvatos, Patagonia	2013	100.0	%	6,600	—	—	6,600	100.0	%	—		—		100.0	%	100.0	%	435,600		66.00
120 West Broadway	HSBC Bank, Citibank	2013	100.0	%	13,838	—	—	13,838	91.3	%	—		—		91.3	%	100.0	%	1,905,910		150.80
131-135 Prince Street	Folli Follie, Uno De 50	2014	100.0	%	3,200	—	—	3,200	100.0	%	—		—		100.0	%	100.0	%	1,283,100		400.97
2520 Flatbush Avenue	Bob's Discount Furniture, Capital One	2014	100.0	%	—	—	29,114	29,114	—		—		100.0	%	100.0	%	100.0	%	1,059,282		36.38



Shops at Grand	Stop & Shop (Ahold)	2014	100.0	%	—	52,336	47,639	99,975	—		100.0	%	93.7	%	97.0	%	97.0	%	2,965,970		30.59
Gotham Plaza	Bank of America, Children's Place	2016	49.0	%	—	—	26,180	26,180	—		—		91.6	%	91.6	%	91.6	%	1,464,945		61.09
					91,509	86,950	136,037	314,496	97.3	%	100.0	%	93.6	%	96.4	%	97.9	%	22,335,597		73.64
San Francisco Metro
City Center	City Target, Best Buy	2015	100.0	%	—	174,311	30,337	204,648	—		100.0	%	82.9	%	97.5	%	97.5	%	7,613,310		38.17
					—	174,311	30,337	204,648	—		100.0	%	82.9	%	97.5	%	97.5	%	7,613,310		38.17
District of Columbia Metro
1739-53 & 1801-03 Connecticut Avenue	Ruth Chris Steakhouse, TD Bank	2012	100.0	%	22,907	—	—	22,907	90.2	%	—		—		90.2	%	100.0	%	1,233,925		59.70
Rhode Island Place Shopping Center	TJ Maxx	2012	100.0	%	—	24,996	32,533	57,529	—		100.0	%	92.3	%	95.7	%	95.7	%	1,735,379		31.53
M Street and Wisconsin Corridor - 24 Properties	Lacoste, Juicy Couture, Coach	2011/16	27.4	%	242,582	—	—	242,582	88.1	%	—		—		88.1	%	90.3	%	15,891,290		74.38
					265,489	24,996	32,533	323,018	88.3	%	100.0	%	92.3	%	89.6	%	91.9	%	18,860,594		65.19
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	%	1,130,470		20.85
165 Newbury Street	Starbucks	2016	100.0	%	1,050	—	—	1,050	100.0	%	—		—		100.0	%	100.0	%	246,750		235.00
					1,050	40,800	13,426	55,276	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	1,377,220		24.92

Total Street and Urban Retail					641,430	327,057	279,458	1,247,945	94.3	%	100.0	%	90.8	%	95.0	%	96.0	%	$	76,616,968	$	64.64

Acadia Share Total Street and Urban Retail					446,107	327,057	266,106	1,039,270	96.9	%	100.0	%	87.8	%	96.3	%	97.1	%	$	63,067,284	$	63.01

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 and 991 Madison Avenue are not yet stabilized assets and are not reflected above.
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.
³ Excludes 94,000 of office GLA.




Core Portfolio Retail Properties - Detail ¹ (continued)
																Leased		Annualized		Annualized
		Year	Acadia's		Gross Leaseable Area				In Place Occupancy							Occupancy		Base Rent		Base Rent PSF
Property	Key Tenants	Acquired	interest		Street	Anchors	Shops	Total	Street	Anchors		Shops		Total		Total		Total		Total
SUBURBAN PROPERTIES
New Jersey
Elmwood Park Shopping Center	Walgreens, Acme	1998	100.0	%	—	62,610	86,460	149,070	—	100.0	%	95.3	%	97.3	%	97.3	%	$	3,858,824	$	26.61
Marketplace of Absecon	Rite Aid, Dollar Tree	1998	100.0	%	—	46,724	57,832	104,556	—	100.0	%	85.9	%	92.2	%	92.2	%	1,380,966		14.32
60 Orange Street	Home Depot	2012	98.0	%	—	101,715	—	101,715	—	100.0	%	—		100.0	%	100.0	%	695,000		6.83

New York
Village Commons Shopping Center	—	1998	100.0	%	—	—	87,330	87,330	—	—		94.0	%	94.0	%	94.0	%	2,699,225		32.90
Branch Plaza	LA Fitness, The Fresh Market	1998	100.0	%	—	77,364	47,075	124,439	—	100.0	%	77.5	%	91.5	%	91.5	%	2,891,268		25.39
Amboy Center		2005	100.0	%	—	37,266	26,024	63,290	—	100.0	%	100.0	%	100.0	%	100.0	%	2,049,903		32.39
Pacesetter Park Shopping Center	Stop & Shop (Ahold)	1999	100.0	%	—	52,052	46,107	98,159	—	100.0	%	96.5	%	98.3	%	98.3	%	1,257,388		13.03
LA Fitness	LA Fitness	2007	100.0	%	—	55,000	—	55,000	—	100.0	%	—		100.0	%	100.0	%	1,391,500		25.30
Crossroads Shopping Center	Home Goods, PetSmart, Kmart	1998	49.0	%	—	202,727	108,035	310,762	—	100.0	%	83.6	%	94.3	%	94.3	%	6,849,104		23.37
New Loudon Center	Price Chopper, Marshalls	1993	100.0	%	—	251,058	4,615	255,673	—	100.0	%	100.0	%	100.0	%	100.0	%	2,140,344		8.37
28 Jericho Turnpike	Kohl's	2012	100.0	%	—	96,363	—	96,363	—	100.0	%	—		100.0	%	100.0	%	1,650,000		17.12
Bedford Green	Shop Rite	2014	100.0	%	—	37,981	52,608	90,589	—	100.0	%	66.5	%	80.6	%	80.6	%	2,190,667		30.02

Connecticut
Town Line Plaza ²	Wal-Mart, Stop & Shop (Ahold)	1998	100.0	%	—	163,159	43,187	206,346	—	100.0	%	93.6	%	98.7	%	98.7	%	1,746,152		16.43

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	%	1,257,627		9.67
Crescent Plaza	Home Depot, Shaw's (Supervalu)	1993	100.0	%	—	156,985	61,163	218,148	—	100.0	%	85.7	%	96.0	%	96.0	%	1,813,320		8.66
201 Needham Street	Michael's	2014	100.0	%	—	20,409	—	20,409	—	100.0	%	—		100.0	%	100.0	%	591,861		29.00
163 Highland Avenue	Staples, Petco	2015	100.0	%	—	40,505	—	40,505	—	100.0	%	—		100.0	%	100.0	%	1,275,673		31.49

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	%	2,044,716		20.11

Illinois
Hobson West Plaza	Garden Fresh Markets	1998	100.0	%	—	51,692	47,445	99,137	—	100.0	%	92.2	%	96.3	%	96.3	%	1,161,545		12.17

Indiana
Merrillville Plaza	Jo-Ann Fabrics, TJ Maxx	1998	100.0	%	—	123,220	112,867	236,087	—	100.0	%	93.4	%	96.8	%	96.8	%	3,282,423		14.36




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	%	3,671,470		15.57
	TJ Maxx, Dick's Sporting Goods
Ohio
Mad River Station	Babies 'R' Us	1999	100.0	%	—	58,185	65,150	123,335	—		100.0	%	67.4	%	82.8	%	82.8	%	1,396,788		13.69

Delaware
Brandywine Town Center	Lowes, Bed Bath & Beyond,	2003	22.2	%	—	775,803	48,608	824,411	—		94.0	%	80.0	%	93.1	%	93.1	%	12,435,614		16.20
	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	%	3,019,416		29.59
Naamans Road	—	2006	100.0	%	—	—	19,984	19,984	—		—		75.0	%	75.0	%	75.0	%	637,701		42.55

Pennsylvania
Mark Plaza	Kmart	1993	100.0	%	—	104,956	1,900	106,856	—		100.0	%	100.0	%	100.0	%	100.0	%	240,664		2.25
Plaza 422	Home Depot	1993	100.0	%	—	139,968	16,311	156,279	—		100.0	%	100.0	%	100.0	%	100.0	%	850,978		5.45
Route 6 Plaza	Kmart	1994	100.0	%	—	146,568	29,021	175,589	—		100.0	%	79.3	%	96.6	%	96.6	%	1,206,595		7.11
Chestnut Hill	—	2006	100.0	%	—	—	37,646	37,646	—		—		100.0	%	100.0	%	100.0	%	911,489		24.21
Abington Towne Center ³	Target, TJ Maxx	1998	100.0	%	—	184,616	31,662	216,278	—		100.0	%	70.4	%	95.7	%	95.7	%	1,042,265		21.14

Total Suburban Properties					—	3,376,803	1,210,662	4,587,465	—		98.6	%	88.5	%	96.0	%	96.0	%	$	67,640,485	$	16.31

Acadia Share Total Suburban Properties					—	2,634,630	1,071,713	3,706,343	—		98.1	%	88.6	%	96.4	%	95.3	%	$	52,112,621	$	15.70

TOTAL CORE PROPERTIES					641,430	3,703,860	1,490,120	5,835,410	94.3	%	98.7	%	88.9	%	95.7	%	96.0	%	$	144,257,453	$	27.05

Acadia Share Total Core Properties					445,057	2,961,687	1,337,820	4,744,563	96.9	%	99.6	%	89.0	%	96.4	%	96.6	%	$	114,933,155	$	26.61


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

Royal Ahold ²	4	207,513	$	3,625,951	4.1	%	2.7	%

Best Buy	2	86,686	3,574,348		1.7	%	2.7	%

Target	2	155,822	3,229,025		3.1	%	2.4	%

Albertsons Companies ³	3	171,182	3,154,331		3.4	%	2.4	%

Ascena Retail Group ⁴	5	23,233	2,476,289		0.5	%	1.9	%

Verizon	2	31,371	2,384,931		0.6	%	1.8	%

LA Fitness	2	100,000	2,336,500		2.0	%	1.8	%

Home Depot	3	312,718	1,827,600		6.2	%	1.4	%

TJX Companies ⁵	8	209,198	1,670,851		4.2	%	1.3	%

Lululemon	2	5,349	1,506,641		0.1	%	1.1	%

Walgreens	3	37,499	1,412,716		0.7	%	1.1	%
Sleepy's	10	123,927	1,348,089		2.5	%	1.0	%
Kate Spade	2	4,250	1,341,182		0.1	%	1.0	%
Citibank	4	16,160	1,233,029		0.3	%	0.9	%
Kmart	3	273,969	1,170,078		5.5	%	0.9	%
JP Morgan Chase	6	27,374	1,092,078		0.5	%	0.8	%
Bob's Discount Furniture	2	34,819	1,064,237		0.7	%	0.8	%
TD Bank	2	15,560	1,060,904		0.3	%	0.8	%
Trader Joe's	2	19,094	999,072		0.4	%	0.8	%
Urban Outfitters	2	19,902	893,186		0.4	%	0.7	%
TOTAL	69	1,875,626	$	37,401,038	37.3	%	28.3	%


Note:
¹ Does not include tenants that operate at only one Acadia Core location.
² Stop and Shop (4)
³ Shaw's (2), Acme (1)
⁴ Ann Taylor Loft (2), Catherines (1), Dress Barn (1), Lane Bryant (1)
⁵ TJMaxx (5), Marshalls (1), HomeGoods (2)



Core Portfolio Lease Expirations


	Street Tenants								Anchor Tenants								Shop Tenants								Total Tenants
		Gross Leased Area			Base Rent					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		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		Expiring	SF	of Total		PSF		of Total

M to M ¹	3	16,783	2.7	%	22.85		0.7	%	—	—	—		$	—	—		13	53,676	4.0	%	$	18.83	2.7	%	16	70,459	1.3	%	$	19.79	1.0	%
2016	3	26,453	4.3	%	38.73		1.8	%	2	127,525	3.7	%	12.12		3.1	%	18	59,137	4.4	%	25.78		4.0	%	23	213,115	4.0	%	19.21		2.8	%
2017	12	41,751	6.7	%	99.16		7.3	%	7	321,386	9.4	%	11.53		7.5	%	49	194,995	14.7	%	31.30		16.1	%	68	558,132	10.4	%	24.99		9.7	%
2018	7	83,850	13.5	%	87.83		12.9	%	8	472,193	13.9	%	18.12		17.3	%	58	181,964	13.7	%	30.18		14.5	%	73	738,007	13.8	%	29.01		14.8	%
2019	11	42,360	6.8	%	110.33		8.2	%	9	334,577	9.8	%	8.82		6.0	%	31	96,039	7.2	%	25.22		6.4	%	51	472,976	8.8	%	21.24		7.0	%
2020	15	47,351	7.6	%	100.90		8.4	%	9	488,606	14.4	%	12.46		12.3	%	27	102,145	7.7	%	21.48		5.8	%	51	638,102	11.9	%	20.47		9.1	%
2021	21	107,018	17.2	%	64.52		12.1	%	11	425,753	12.5	%	11.53		9.9	%	24	138,238	10.4	%	22.94		8.4	%	56	671,009	12.5	%	22.33		10.4	%
2022	7	27,131	4.4	%	134.28		6.4	%	2	69,837	2.1	%	26.15		3.7	%	21	86,831	6.6	%	27.52		6.3	%	30	183,799	3.4	%	42.76		5.4	%
2023	8	45,129	7.3	%	76.03		6.0	%	5	205,067	6.0	%	17.92		7.4	%	14	80,049	6.0	%	29.26		6.2	%	27	330,245	6.2	%	28.61		6.6	%
2024	12	76,387	12.3	%	89.15		11.9	%	7	330,390	9.7	%	20.41		13.7	%	23	108,515	8.2	%	29.01		8.3	%	42	515,292	9.6	%	32.41		11.6	%
2025	8	25,797	4.1	%	150.55		6.8	%	6	179,671	5.3	%	18.60		6.8	%	25	86,602	6.5	%	39.99		9.1	%	39	292,070	5.5	%	36.60		7.4	%
Thereafter	14	81,611	13.1	%	122.16		17.5	%	10	447,087	13.0	%	13.43		12.3	%	17	137,175	10.3	%	33.83		12.2	%	41	665,873	12.6	%	30.96		14.2	%
Total	121	621,621	100.0	%	$	91.71	100.0	%	76	3,402,092	99.8	%	$	14.51	100.0	%	320	1,325,366	99.7	%	$	28.60	100.0	%	517	5,349,079	100.0	%	$	26.97	100.0	%


										254,916	Anchor GLA Owned by Tenants															254,916	Anchor GLA Owned by Tenants
		19,809	Total Vacant							46,852	Total Vacant							164,754	Total Vacant							231,415	Total Vacant
		641,430	Total Square Feet							3,703,860	Total Square Feet							1,490,120	Total Square Feet							5,835,410	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
	June 30, 2016						June 30, 2016		March 31, 2016
	GAAP ³			Cash ²			GAAP ³	Cash ²	GAAP 3	Cash ²
New leases
Number of new leases executed	11						8		3
GLA	52,616						36,678		15,938
New base rent	$	33.03		$	28.96		$35.99	$30.86	$26.21	$24.60
Previous base rent	$	26.95		$	27.45		$27.92	$28.58	$24.73	$24.85
Average cost per square foot	$59.29						$55.65		$67.66
Weighted Average Lease Term (years)	9.8						9.4		10.7
Percentage growth in base rent	22.6		%	5.5		%	28.9%	8.0%	6.0%	-1.0%

Renewal leases
Number of renewal leases executed	22						13		9
GLA	184,158						157,081		27,077
New base rent	$	16.91		$	16.79		$14.99	$14.95	$28.04	$27.45
Expiring base rent	$15.19			$	15.34		$13.47	$13.57	$25.14	$25.61
Average cost per square foot	$12.37						$14.50		$0.00
Weighted Average Lease Term (years)	5.1						4.8		6.8
Percentage growth in base rent	11.3		%	9.5		%	11.3%	10.2%	11.5%	7.2%

Total new and renewal leases
Number of new and renewal leases executed	33						21		12
GLA commencing	236,774						193,759		43,015
New base rent	$	20.49		$	19.50		$18.97	$17.96	$27.36	$26.39
Expiring base rent	$	17.80		$	18.03		$16.21	$16.41	$24.99	$25.33
Average cost per square foot	$22.79						$22.29		$25.07
Weighted Average Lease Term (years)	6.1						5.7		8.2
Percentage growth in base rent	15.1		%	8.1		%	17.0%	9.4%	9.5%	4.2%


Notes:
¹ Based 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.
² Rents 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.
³ Rents are calculated on a straight-line ("GAAP") basis.



Core Portfolio Capital Expenditures
Current Quarter


	Year-to-Date		Current Quarter		Previous Quarter		Historical
	Period ended		3 months ended		3 months ended		Prior Year ended
	June 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015

Leasing Commissions	$	139	$	122	$ 17		$ 1,566
Tenant Improvements	4,109		1,880		2,229		6,349
Capital Expenditures	395		111		284		3,602
Total Capital Expenditures	$	4,643	$	2,113	$ 2,530		$ 11,517

Other redevelopment and re-anchoring related activities	$	—	$	—	$	—	$ 4,107	¹


Note:
¹ Costs associated with the re-anchoring of Branch and Crossroads shopping centers.



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

	664 N. Michigan Avenue	Chicago	IL	$	4,497,482	18,141	319,498	182,250	$	89,076	$	128,490
	840 N. Michigan Avenue	Chicago	IL	7,610,395		87,135	326,701	187,823	90,236		130,497
	Rush and Walton Streets Collection - 6 properties	Chicago	IL	6,512,944		41,533	339,782	195,076	90,544		130,730
	613-623 West Diversey Parkway	Chicago	IL	—		19,265	407,348	224,378	84,845		121,766
	651-671 West Diversey	Chicago	IL	1,995,310		46,259	414,391	227,215	84,599		121,278
	Clark Street and W. Diversey Collection - 3 properties	Chicago	IL	1,248,716		23,531	412,027	226,181	84,655		121,413
	Halsted and Armitage Collection - 9 properties	Chicago	IL	1,820,082		44,658	459,787	253,670	87,884		124,716
	North Lincoln Park Chicago Collection - 6 properties	Chicago	IL	1,678,879		51,255	507,134	259,262	81,104		113,328
	Roosevelt Galleria	Chicago	IL	1,066,439		37,995	370,769	187,116	75,300		106,387

	83 Spring Street	Manhattan	NY	686,272		3,000	1,070,830	522,748	99,956		144,263
	152-154 Spring Street	Manhattan	NY	2,275,971		2,936	1,041,696	511,598	100,421		144,792
	15 Mercer Street	Manhattan	NY	431,250		3,375	1,027,480	498,697	99,341		143,350
	5-7 East 17th Street	Manhattan	NY	1,300,014		11,467	1,164,263	590,830	105,285		156,463
	200 West 54th Street	Manhattan	NY	1,869,012		5,773	1,318,236	670,743	102,218		156,524
	61 Main Street	Westport	CT	351,560		3,400	46,241	17,504	139,926		206,309
	181 Main Street	Westport	CT	866,365		11,350	46,218	17,444	142,639		209,625
	4401 White Plains Road	Bronx	NY	625,000		12,964	577,219	219,174	54,321		69,394
	Bartow Avenue	Bronx	NY	372,177		14,434	589,925	222,885	48,206		62,151
	239 Greenwich Avenue	Greenwich	CT	1,513,516		16,553	68,734	25,656	130,996		201,438
	252-256 Greenwich Avenue	Greenwich	CT	1,308,431		7,986	69,853	25,907	129,398		198,809
	2914 Third Avenue	Bronx	NY	918,691		40,320	1,291,756	465,763	38,768		54,670
	868 Broadway	Manhattan	NY	702,531		2,031	1,164,522	591,085	105,230		156,547
	313-315 Bowery	Manhattan	NY	435,600		6,600	1,121,832	550,430	99,893		145,438
	120 West Broadway	Manhattan	NY	1,905,910		13,838	947,607	456,018	99,453		143,703
	131-135 Prince Street	Manhattan	NY	1,283,100		3,200	1,059,897	523,600	100,805		146,166
	2520 Flatbush Avenue	Brooklyn	NY	1,059,282		29,114	604,015	218,394	57,188		76,529
	Shops at Grand	Queens	NY	2,965,970		99,975	946,217	335,637	57,828		72,821
	Gotham Plaza	Manhattan	NY	1,464,945		26,180	1,319,526	550,027	68,378		104,637
	991 Madison Avenue	Manhattan	NY	—		6,920	1,281,731	632,833	95,164		146,082

	City Center	San Francisco	CA	7,613,310		204,648	557,546	265,526	93,972		123,141

	1739-53 & 1801-03 Connecticut Avenue	Washington	DC	1,233,925		22,907	370,725	176,284	97,996		130,745
	Rhode Island Place Shopping Center	Washington	DC	1,735,379		57,529	348,349	157,678	66,984		86,314
	M Street and Wisconsin Corridor - 24 properties	Georgetown	DC	15,891,290		242,582	348,300	168,842	105,924		140,128

	330-340 River Street	Cambridge	MA	1,130,470		54,226	60,627	23,074	71,146		98,613
	165 Newbury Street	Boston	MA	246,750		1,050	524,255	221,069	$	72,774	$	99,560

Total Core Street and Urban Retail
Weighted Average - Based on annual base rent							520,207	251,979	$	93,366	$	130,406



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	$	3,858,824	149,070	259,304	86,978	$	63,742	$	77,058
	Marketplace of Absecon	Absecon	NJ	1,380,966		104,556	33,123	11,896	57,410		70,998
	60 Orange Street	Bloomfield	NJ	695,000		101,715	350,228	130,901	57,932		72,045
	Village Commons Shopping Center	Smithtown	NY	2,699,225		87,330	68,019	23,288	116,226		137,508
	Branch Plaza	Smithtown	NY	2,891,268		124,439	68,304	23,386	115,878		137,445
	Amboy Center	Staten Island	NY	2,049,903		63,290	151,775	56,542	89,341		106,873
	Pacesetter Park Shopping Center	Pomona	NY	1,257,388		98,159	37,016	11,317	108,050		129,598
	LA Fitness	Staten Island	NY	1,391,500		55,000	125,957	45,159	82,576		95,944
	Crossroads Shopping Center	White Plains	NY	6,849,104		310,762	111,121	43,140	106,962		140,980
	New Loudon Center	Latham	NY	2,140,344		255,673	47,496	19,451	71,006		87,282
	28 Jericho Turnpike	Westbury	NY	1,650,000		96,363	94,334	28,509	115,958		146,116
	Bedford Green	Bedford Hills	NY	2,190,667		90,589	25,914	8,971	111,367		163,167
	Town Line Plaza	Rocky Hill	CT	1,746,152		206,346	44,144	18,780	87,508		105,129
	Methuen Shopping Center	Methuen	MA	1,257,627		130,021	100,292	34,574	55,472		67,070
	Crescent Plaza	Brockton	MA	1,813,320		218,148	99,866	35,800	59,293		69,004
	201 Needham Street	Newton	MA	591,861		20,409	108,483	37,611	150,460		197,906
	163 Highland Avenue	Newton	MA	1,275,673		40,505	97,109	34,111	152,373		199,231
	The Gateway Shopping Center	So. Burlington	VT	2,044,716		101,655	52,886	21,589	55,787		73,019
	Hobson West Plaza	Naperville	IL	1,161,545		99,137	94,454	34,754	111,835		136,024
	Merrillville Plaza	Hobart	IN	3,282,423		236,087	23,890	10,378	52,547		62,045
	Bloomfield Town Square	Bloomfield Hills	MI	3,671,470		235,786	63,907	25,813	67,173		89,096
	Mad River Station	Dayton	OH	1,396,788		123,335	63,840	28,932	58,520		74,127
	Mark Plaza	Edwardsville	PA	240,664		106,856	87,458	38,191	41,378		51,396
	Plaza 422	Lebanon	PA	850,978		156,279	50,727	20,244	50,018		59,759
	Route 6 Plaza	Honesdale	PA	1,206,595		175,589	7,437	3,303	38,571		49,909
	Chestnut Hill	Philadelphia	PA	911,489		37,646	149,449	63,614	64,210		82,358
	Abington Towne Center	Abington	PA	1,042,265		216,278	89,142	35,340	85,339		104,727

Total Core Suburban Properties
Weighted Average - Based on annual base rent							88,683	31,709	$	84,832	$	106,583

Total Core Properties
Weighted Average - Based on annual base rent							346,526	163,890	$	91,730	$	122,994

	Brandywine/Market Square/Naamans Rd ¹	Wilmington	DE	$	16,092,731	946,442	519,156	204,060	$	75,931	$	94,769

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	976,221	347,774	$	39,885	$	52,226
	161st Street	Bronx	NY	3,346,010		255,428	1,332,726	473,946	36,072		50,312
	Sherman Avenue	Manhattan	NY	—		—	990,807	356,209	40,996		19,678
	City Point	Brooklyn	NY	—		—	1,102,800	463,984	75,985		106,843

Fund II
Weighted Average - Based on annual base rent							1,177,719	419,087	$	37,730	$	51,144

	Fund III
	Cortlandt Town Center	Mohegan Lake	NY	$	10,151,615	635,437	49,966	17,759	$	84,926	$	97,340
	654 Broadway	Manhattan	NY	583,495		2,896	1,094,866	541,686	101,100		147,310
	640 Broadway	Manhattan	NY	836,627		4,260	1,092,978	540,262	100,942		147,058
	Broad Hollow Commons	Farmingdale	NY	—		—	85,981	28,106	94,807		111,170
	3104 M Street	Georgetown	DC	—		—	350,419	170,006	105,545		67,970
	New Hyde Park Shopping Center	New Hyde Park	NY	1,175,696		32,287	206,214	72,258	107,004		133,225
	Nostrand Avenue	Brooklyn	NY	1,524,582		42,628	557,993	208,399	53,348		73,497
	Arundel Plaza	Glen Burnie	MD	1,220,590		265,116	82,700	30,706	66,046		75,118

Fund III
Weighted Average - Based on annual base rent							210,074	89,624	$	83,481	$	100,533

	Fund IV
	1151 Third Avenue	Manhattan	NY	$	1,735,350	13,250	1,341,217	671,192	$	97,828	$	149,447
	17 East 71st Street	Manhattan	NY	1,792,487		8,432	1,311,509	650,354	96,955		148,731
	1035 Third Avenue	Manhattan	NY	932,889		7,617	1,356,470	687,404	98,593		150,562
	Paramus Plaza	Paramus	NJ	1,876,689		153,057	107,082	37,309	124,146		152,301
	2819 Kennedy Boulevard	North Bergen	NJ	607,758		47,539	545,022	250,369	88,476		125,892
	Promenade at Manassas	Manassas	VA	3,498,209		265,442	56,086	18,145	76,581		88,116
	Lake Montclair	Prince William County	VA	1,943,083		105,832	67,439	21,025	106,138		121,910
	1701 Belmont Avenue	Catonsville	MD	936,166		58,674	111,731	43,638	66,502		76,854
	Eden Square	Bear	DE	2,312,991		231,436	73,443	27,997	67,726		79,836
	938 W. North Avenue	Chicago	IL	326,350		33,228	473,510	257,650	87,712		124,118
	210 Bowery	Manhattan	NY	—		—	1,106,743	537,581	98,668		143,140
	Broughton Street Portfolio	Savannah	GA	2,528,520		81,967	68,959	27,827	33,971		48,569
	27 East 61st Street	Manhattan	NY	—		—	1,346,844	680,410	99,303		151,901
	801 Madison Avenue	Manhattan	NY	—		—	1,325,490	662,057	98,264		150,686
	650 Bald Hill Road	Warwick	RI	—		—	63,812	26,787	64,313		76,136
	146 Geary Street	San Francisco	CA	300,000		11,436	436,599	216,841	94,325		123,896
	Union and Fillmore Collection - 4 properties	San Francisco	CA	641,286		10,342	475,315	234,805	93,726		123,378

Fund IV
Weighted Average - Based on annual base rent							449,670	209,286	$	87,822	$	114,083

Total - Funds
Weighted Average - Based on annual base rent							465,212	193,485	$	78,461	$	99,083

Fund Overview

As of June 30, 2016

I. KEY METRICS

Note

Fund I

Fund II

Fund III

Fund IV

Total

General Information:

Vintage

Sep-2001

Jun-2004

May-2007

May-2012

Fund Size

$90.0 Million

$300.0 Million

$502.5 Million

$540.6 Million

$1,433.1 Million

Acadia's Commitment

$20.0 Million

$85.0 Million

$123.3 Million

$125.0 Million

$353.3 Million

Acadia's Pro Rata Share

22.2

28.3

24.5

23.1

24.7

Acadia's Promoted Share

37.8

42.7

39.6

38.5

39.7

Number of Institutional Partners

Preferred Return

9.0

8.0

6.0

6.6

Current-Quarter, Fund-Level Information:

Cumulative Contributions

$86.6 Million

$300.0 Million

$387.5 Million

$239.3 Million

$1,013.5 Million

Cumulative Net Distributions

$194.5 Million

$131.6 Million

$509.8 Million

$101.9 Million

$937.9 Million

Net Distributions/Contributions

224.6

43.9

131.6

42.6

92.5

Unfunded Commitment

$0.0 Million

$47.1 Million

$62.5 Million

$301.2 Million

$410.8 Million

Acquisition Dry Powder

⁴

$184.0 Million

Investment Period Closes

Closed

Aug-2016

Currently in a Promote Position? (Yes/No)

Yes

II. FEES & PRIORITY DISTRIBUTIONS EARNED BY ACADIA

Type:

Applicable to

Description

Asset Management

⁵

All funds

1.5% of implied capital

Property Management

All funds

4.0% of gross property revenues

Leasing

All funds

Market-rate leasing commissions

Construction/Project Management

All funds

Market-rate fees

Development

Fund III & IV

3.0% of total project costs

Notes:

Acadia's "Promoted Share" reflects Acadia's share of fund profits once all partners (including Acadia) have received a return of their cumulative contributions plus their cumulative preferred return.

Acadia's Promoted Share equals a 20% promote plus Acadia's pro rata share of the remaining 80%.

Net of fees and promote

Unfunded Commitments are set aside to complete leasing and development at existing fund investments and, for Fund IV, to make new investments.

The Unfunded Commitment will not equal Fund Size less Cumulative Contributions in those instances where certain fund distributions have been marked as recallable or where the fund has released

commitments due to, among other reasons, the closing of the fund's investment period or accelerated asset sales. With regard to Fund II, the Unfunded Commitment reflects a prior-period distribution

that is subject to recontribution to the Fund until December 2016 if needed to fund the on-going redevelopment of existing Fund II investments.

Unfunded Commitments available to deploy into new investments

⁵

Implied Capital is Fund Size less capital attributed to sold investments or released



Fund Retail Properties - Detail ¹
																Leased		Annualized		Annualized
		Year	Ownership	Gross Leaseable Area				In Place Occupancy								Occupancy		Base Rent		Base Rent PSF
	Anchors	Acquired	%	Street	Anchors	Shops	Total	Street		Anchors		Shops		Total		Total		Total		Total
Fund II Portfolio Detail

NEW YORK
New York
216th Street	NYC Human Resources Administration	2005	99.1%	—	60,000	—	60,000	—		100.0	%	—		100.0	%	100.0	%	$	2,574,000	$	42.90
161st Street 2	Various New York City & State agencies	2005	99.1%	—	166,004	89,424	255,428	—		33.5	%	52.8	%	40.3	%	46.5	%	3,346,010		32.52

Total - Fund II				—	226,004	89,424	315,428	—		51.2	%	52.8	%	51.6	%	56.7	%	$	5,920,010	$	36.35

Fund III Portfolio Detail

NEW YORK
New York
Cortlandt Town Center	Wal-Mart, Best Buy, A&P	2009	35.0%	—	472,420	163,017	635,437	—		100.0	%	83.7	%	95.8	%	95.8	%	10,151,615		16.67
654 Broadway	Penguin (Perry Ellis)	2011	100.0%	2,896	—	—	2,896	100.0	%	—		—		100.0	%	100.0	%	583,495		201.48
640 Broadway	Swatch	2012	63.1%	4,260	—	—	4,260	78.4	%	—		—		78.4	%	78.4	%	836,627		250.63
New Hyde Park Shopping Center	PetSmart	2011	100.0%	—	13,507	18,780	32,287	—		100.0	%	72.0	%	83.7	%	83.7	%	1,175,696		43.51
Nostrand Avenue	—	2013	100.0%	—	—	42,628	42,628	—		—		75.8	%	75.8	%	75.8	%	1,524,582		47.18

MID-ATLANTIC
Maryland
Arundel Plaza	Giant Food, Lowe's	2012	94.3%	—	231,920	33,196	265,116	—		100.0	%	42.5	%	92.8	%	92.8	%	1,220,590		4.96

Total - Fund III				7,156	717,847	257,621	982,624	87.1	%	100.0	%	76.2	%	93.7	%	93.7	%	$	15,492,605	$	16.83

Fund IV Portfolio Detail

NEW YORK
New York
1151 Third Avenue	Vineyard Vines	2013	100.0%	13,250	—	—	13,250	100.0	%	—		—		100.0	%	100.0	%	1,735,350		130.97
17 East 71st Street	The Row	2014	100.0%	8,432	—	—	8,432	100.0	%	—		—		100.0	%	100.0	%	1,792,487		212.58
1035 Third Avenue ³	—	2015	100.0%	7,617	—	—	7,617	71.4	%	—		—		71.4	%	71.4	%	932,889		171.58

New Jersey
Paramus Plaza	Babies R Us, Ashley Furniture	2013	50.0%	—	74,837	78,220	153,057	—		100.0	%	29.4	%	63.9	%	63.9	%	1,876,689		19.18
2819 Kennedy Boulevard	Aldi	2013	98.6%	—	46,003	1,536	47,539	—		45.9	%	100.0	%	47.6	%	100.0	%	607,758		26.84

BOSTON
Massachusetts



Restaurants at Fort Point		2016	100.0%	15,711	—	—	15,711	100.0		—		—		100.0	%	100.0	%	297,733		18.95

MID-ATLANTIC
Virginia
Promenade at Manassas	Home Depot, HH Gregg	2013	98.6%	—	194,038	71,404	265,442	—		100.0	%	94.6	%	98.6	%	98.6	%	3,498,209		13.37
Lake Montclair	Food Lion	2013	100.0%	—	33,000	72,832	105,832	—		100.0	%	94.6	%	96.3	%	96.3	%	1,943,083		19.07

Maryland
1701 Belmont Avenue	Best Buy	2012	98.6%	—	58,674	—	58,674	—		100.0	%	—		100.0	%	100.0	%	936,166		15.96

Delaware
Eden Square	Giant Food	2014	98.6%	—	163,217	68,219	231,436	—		71.1	%	71.4	%	71.2	%	71.2	%	2,312,991		14.04

MIDWEST
Illinois
938 W. North Avenue	Sephora	2013	100.0%	33,228	—	—	33,228	16.1	%	—		—		16.1	%	16.1	%	326,350		61.00

SOUTHEAST
Georgia
Broughton Street Portfolio ⁴	J. Crew, L'Occitane, Lululemon, Michael Kors	2014	50.0%	81,967	—	—	81,967	68.6	%	—		—		68.6	%	68.6	%	2,528,520		44.96

WEST
California
146 Geary Street		2015	100.0%	11,436	—	—	11,436	100.0	%	—		—		100.0	%	100.0	%	300,000		26.23
Union and Fillmore Collection - 4 properties		2015	90.0%	10,342	—	—	10,342	88.0	%	—		—		88.0	%	88.0	%	641,286		70.44

Total - Fund IV				181,983	569,769	292,211	1,043,963	68.7	%	87.3	%	71.8	%	79.7	%	82.2	%	$	19,729,511	$	23.71


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%
27 East 61st Street	100.0%
801 Madison Avenue	100.0%

650 Bald Hill Road

90.0%

² Currently operating, but redevelopment activities have commenced.

³ Property also includes 12,371 sf of 2nd floor office space and 29,760 sf parking garage (131 spaces).

⁴ Represents 15 of the 25 properties in this portfolio that have been leased. The remaining properties are still in development.



Funds Lease Expirations


	FUND II
		Gross Leased Area					Base Rent
	No. of Leases	Expiring	Percent						Percent
Year	Expiring	SF	of Total		Amount		PSF		of Total
M to M ¹	—	—	—		$	—	$	—	—
2016	—	—	—		—		—		—
2017	—	—	—		—		—		—
2018	—	—	—		—		—		—
2019	—	—	—		—		—		—
2020	—	—	—		—		—		—
2021	—	—	—		—		—		—
2022	—	—	—		—		—		—
2023	—	—	—		—		—		—
2024	—	—	—		—		—		—
2025	—	—	—		—		—		—
Thereafter	10	162,881	100.0	%	5,920,010		36.35		100.0	%
Total	10	162,881	100.0	%	$	5,920,010	$	36.35	100.0	%

		152,547	Total Vacant
		315,428	Total Square Feet




	FUND III										FUND IV
		Gross Leased Area					Base Rent					Gross Leased Area					Base Rent
	No. of Leases	Expiring	Percent						Percent		No. of Leases	Expiring	Percent						Percent
Year	Expiring	SF	of Total		Amount		PSF		of Total		Expiring	SF	of Total		Amount		PSF		of Total
M to M ¹	1	2,130	0.2	%	$	83,595	$	39.25	0.5	%	6	13,600	1.6	%	$	348,971	$	25.66	1.8	%
2016	6	65,014	7.1	%	567,108		8.72		3.7	%	3	5,775	0.7	%	120,404		20.85		0.6	%
2017	7	70,299	7.6	%	1,468,994		20.90		9.5	%	15	99,683	12.0	%	2,520,775		25.29		12.8	%
2018	14	264,272	28.7	%	3,843,698		14.54		24.8	%	17	55,238	6.6	%	1,135,886		20.56		5.8	%
2019	10	258,345	28.1	%	2,499,432		9.67		16.1	%	14	100,768	12.1	%	1,861,852		18.48		9.4	%
2020	6	12,748	1.4	%	384,896		30.19		2.5	%	11	56,313	6.8	%	1,418,232		25.18		7.2	%
2021	2	42,811	4.7	%	627,953		14.67		4.1	%	9	59,455	7.1	%	1,003,285		16.87		5.1	%
2022	5	79,699	8.7	%	1,732,459		21.74		11.2	%	3	36,773	4.4	%	495,472		13.47		2.5	%
2023	6	26,044	2.8	%	1,245,733		47.83		8.0	%	6	49,536	6.0	%	825,358		16.66		4.2	%
2024	5	53,536	5.8	%	1,537,372		28.72		9.9	%	8	115,960	13.9	%	2,993,960		25.82		15.2	%
2025	7	8,482	0.9	%	473,287		55.80		3.1	%	20	33,889	4.1	%	3,709,204		109.45		18.8	%
Thereafter	8	37,060	4.0	%	1,028,078		27.74		6.6	%	14	205,297	24.7	%	3,296,116		16.06		16.7	%
Total	77	920,440	100.0	%	$	15,492,605	$	16.83	100.0	%	126	832,287	100.0	%	$	19,729,515	$	23.71	100.0	%

		62,184	Total Vacant									186,715	Total Vacant
		982,624	Total Square Feet									1,019,002	Total Square Feet

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



Development Activity
($ in millions)


				Estimated			Estimated Sq.Ft.				Acquisition & Development Costs															Outstanding
Property	Ownership		Location	Stabilization			Upon Completion		Leased Rate ⁴	Key Tenants	Incurred			Estimated Future Range						Estimated Total Range						Debt
FUND II
City Point ¹	94.2	%	Brooklyn, NY	2016/2020		⁶	763,000	⁷	68% ²	Century 21, CityTarget, Alamo Drafthouse	$	368.1	³	$	21.9	to	$ 41.9		³	$ 390.0		to	$	410	³	$	239.9
Sherman Plaza	99.1	%	New York, NY	TBD			TBD		—	TBD	36.2			TBD			TBD			TBD			TBD			—
											$	404.3		TBD			TBD			TBD			TBD			$	239.9

FUND III
Cortlandt Crossing	100.0	%	Mohegan Lake, NY	2018			150,000 - 170,000		—	TBD	$	17.8		$	29.2	to	$	38.2		$	47.0	to	$	56.0		$	—
3104 M Street NW	80.0	%	Washington, D.C.	2017			10,000		—	TBD	8.0			0.3		to	1.0			8.3		to	9.0			4.1
Broad Hollow Commons	100.0	%	Farmingdale, NY	2018			180,000 - 200,000		—	TBD	15.3			34.7		to	44.7			50.0		to	60.0			—
											$	41.1		$	64.2		$	83.9		$	105.3		$	125.0		$	4.1


FUND IV
210 Bowery	100.0	%	New York, NY	2017			16,000		—	TBD	$	16.8		$	1.7	to	$	5.7		$	18.5	to	$	22.5		$	4.7
Broughton Street Portfolio ⁵	50.0	%	Savannah, GA	2016			200,000		69%	J. Crew, Lululemon, H&M	70.6			14.4		to	19.4			85.0		to	90.0			28.6
27 E. 61st Street	100.0	%	New York, NY	2017			9,500		—	TBD	21.5			1.3		to	5.3			22.8		to	26.8			—
801 Madison Avenue	100.0	%	New York, NY	2017			5,000		20%	TBD	34.0			2.0		to	7.0			36.0		to	41.0			—
650 Bald Hill Road	90.0	%	Warwick, RI	2017			161,000		34%	Burlington Coat Factory	17.1			10.4		to	15.4			27.5		to	32.5			—
											$	160.0		$	29.8		$	52.8		$	189.8		$	212.8		$	33.3

CORE
613-623 West Diversey	100.0	%	Chicago, IL	2018			TBD		—	TBD	$	11.7		TBD			TBD			TBD			TBD			$	—
											$	11.7		TBD			TBD			TBD			TBD			$	—

Notes:
¹ Acquired a leasehold interest in this property.
² Leased rate calculated on approximately 540,000 rentable square feet.
³ Net of actual and anticipated contributions from retail tenants and proceeds from residential tower sales. Excludes Tower I. Debt and incurred costs are reduced by $5.3M relating to the New Markets Tax Credits received.
⁴ The leased rate excludes pre-redevelopment tenants.
⁵ This portfolio includes 25 buildings, including 15 which are operating.
⁶ Phases I and II have an estimated completion date of 2016. Phase III has an estimated completion date of 2020.
⁷ This reflects increases to Phase I and Phase II square footage, and the addition of Phase III square footage.

Reconciles to Consolidated Balance Sheet as follows:

Development costs above				$	617.1



City Point Items:
Adjustment to FMV	33.8
Gain on sales	51.2
Costs of Tower 1	80.7

Less:
Development held as operating real estate	(45.7		)
Development costs of unconsolidated properties	(87.7		)
Deferred costs and other amounts	(2.3		)

Total per consolidated balance sheet	$	647.1

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. 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 supplemental adjustment more appropriately reflects the results of its operations. The Company also provides one other supplemental disclosure of operating performance, adjusted funds from operations ("AFFO"). 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.

USE OF NON-GAAP FINANCIAL MEASURES

Non-GAAP financial measures such as EBITDA, NOI, Same-Property NOI and lease spreads 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. Same-Property NOI includes properties in our Core Portfolio that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, and redeveloped during these periods. The Company’s method of calculating EBITDA, NOI and Same-Property NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA, NOI and Same-Property 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.