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): October 25, 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 October 25, 2016, Acadia Realty Trust (the "Company") issued a press release announcing its consolidated financial results for the quarter ended September 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 October 25, 2016, the Company made available supplemental information concerning the ownership, operations and portfolio of the Company as of and for the quarter ended September 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 October 25, 2016.
99.2	Financial and Operating Reporting Supplement of the Company for the quarter ended September 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: October 28, 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 THIRD QUARTER 2016 OPERATING RESULTS

RYE, NY (October 25, 2016) - Acadia Realty Trust (NYSE:AKR) (“Acadia” or the “Company”) today reported operating results for the quarter ended September 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.

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.

Highlights


•	Earnings: Generated earnings per share (“EPS”) of $0.08 for the third quarter; funds from operations (“FFO”) per share of $0.27 for the third quarter, and FFO per share of $0.36 for the third quarter before deduction of $0.09 per share for acquisition and retirement-related costs


•	Core Portfolio Operating Results: Generated same-property net operating income growth of 4.2% for the third quarter; reported a leased rate of 96.5% as of quarter end


•	Core Portfolio Acquisitions: During 2016, acquired, or entered into contracts to acquire, $627 million of urban/street-retail properties, of which $486 million has closed ($297 million closed during third quarter)

•

Fund Acquisitions: During 2016, Fund IV acquired, or entered into contracts or letters of intent to acquire, $296 million of opportunistic and value-add investments, of which $64 million has closed ($37 million closed during third quarter); allocated $530 million (98.0%) of Fund IV’s total capital commitments of $541 million prior to the end of the fund’s investment period and released the balance ($11 million or 2.0%)


•	Fund V: Raised $520 million of capital commitments for oversubscribed Fund V, which has approximately $1.5 billion of buying power; Fund V’s investment period began on August 10


•	Balance Sheet: Maintained conservative leverage levels during 2016 by matchfunding acquisitions, raising $481 million of net equity proceeds

“We are pleased to report another solid and active quarter, with strong performance in both our core portfolio and fund platform,” stated Kenneth F. Bernstein, President and CEO of Acadia Realty Trust. “As we look ahead to the balance of 2016 and beyond, we like what we see; we have visibility on several opportunities to create value and drive growth across our portfolio, balanced by the downside protection offered by our portfolio’s high-quality locations, tenant composition, geographic diversification and thoughtful capital structure. In our fund platform, we continue to execute on our buy-fix-sell strategy. Our dispositions remain on track, and we have seen a recent uptick in attractive deal flow - this has allowed us to allocate substantially all of the capital in Fund IV and to approach some interesting opportunities with our successfully-launched Fund V.”

Financial Results

Net income for the quarter ended September 30, 2016 was $6 million, or $0.08 per share. This reflect the effect of $4 million and $3 million, or $0.05 and $0.04 per share, of retirement-related and acquisition fee expenses, respectively. Net income for the quarter ended September 30, 2015 was $14 million, or $0.20 per share, which included $0.04 per share of additional income from the Company’s structured-finance platform.

Net income for the nine months ended September 30, 2016 was $53 million, or $0.71 per share, which included $19 million, or $0.27 per share, of gain from two Fund property dispositions. Net income for the nine months ended September 30, 2015 was $57 million, or $0.82 per share, which included $22 million, or $0.31 per share, of gain from Fund property dispositions, including the sale of air rights at Fund II’s City Point development project.

FFO for the quarter ended September 30, 2016 was $23 million, or $0.27 per share. This reflect the effect of $4 million and $3 million, or $0.05 and $0.04 per share, of retirement-related and acquisition fee expenses, respectively. This compares to FFO for the quarter ended September 30, 2015 of $28 million, or $0.39 per share.

FFO for the nine months ended September 30, 2016 was $83 million, or $1.05 per share, net of $4 million, or $0.05 per share, of acquisition fee expenses. FFO for the nine months ended September 30, 2015 was $86 million, or $1.18 per share, net of $2 million, or $0.03 per share, of acquisition fee expenses.

Core Portfolio


•	Differentiated Core Portfolio Continues To Deliver Solid Operating Results


•	Acquired, Or Entered Into Contracts To Acquire, $627 Million Of Urban/Street-Retail Properties Within Key U.S. Gateway Cities

Core Operating Results

Same-property NOI in the Core Portfolio increased 4.2% for the quarter ended September 30, 2016, compared to 2015, excluding redevelopment activities. On a year-to-date basis, same-property NOI increased 3.3%, 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 96.3% occupied and 96.5% leased as of September 30, 2016, compared to 96.4% occupied and 96.6% leased as of June 30, 2016. The leased rate includes space that is leased but not yet occupied.

During the quarter, the Company generated a 48.2% increase in average rents on a GAAP basis, and a 23.2% increase on a cash basis, on 15 new and renewal leases aggregating 68,000 square feet.

Core Acquisitions

During the nine months ended September 30, 2016, Acadia acquired, or entered into contracts to acquire, $627 million of Core Portfolio properties. The Company has closed on $486 million (78%) of these previously-announced Core Portfolio acquisitions, including $297 million completed during third quarter 2016 as follows:

Sullivan Center Retail, Chicago, IL. As previously reported, in August 2016, Acadia completed the acquisition of the approximately 200,000-square-foot retail portion of the Sullivan Center, in Chicago, IL, for $147 million. The Sullivan Center is located on a prominent corner on State St, the Chicago Loop’s main shopping corridor. The property, which is currently 99% occupied, is anchored by Target and DSW and benefits from solid in-place tenancy, below-market leases and strong demographics, consistent with Acadia’s other assets in the submarket.

Smithfield Portfolio, Chicago, IL. During third quarter 2016, Acadia completed the acquisitions of all five properties in the 188,000-square-foot Smithfield Portfolio, in Chicago, IL, for $150 million. In connection with these closings, Acadia assumed $59 million of in-place non-recourse mortgage debt. 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. Key tenants within the portfolio include Walgreens, Nordstrom Rack, and H&M.

The following $141 million urban shopping center remains under contract:

555 9^th St, San Francisco, CA. As previously reported, Acadia has 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 $141 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. In connection with this transaction, the Company expects to assume $60 million of existing mortgage debt. The transaction is expected to close during fourth quarter 2016.

No assurance can be given that the Company will successfully close on 555 9^th Street, which is subject to customary closing conditions and lender approval of the assumption of the existing mortgage debt.

FUND PLATFORM


•	Allocated Substantially All Of Fund IV’s Capital Commitments Prior To Investment Period Expiration


•	Significant Available Dry Powder In Newly-Raised Fund V

Fund Acquisitions

During the nine months ended September 30, 2016, the Company, on behalf of Fund IV, completed $64 million of investments, including a $37 million property acquired during third quarter 2016, as discussed below:

Wake Forest Crossing, Wake Forest, NC. In September 2016, Acadia acquired a 203,000-square foot, supermarket-anchored shopping center, located in Wake Forest, NC, for $37 million. The property is currently 97.9% leased and is anchored by Lowes Foods, TJ Maxx, Ross Dress for Less, and Kohl’s (shadow anchor). This investment is consistent with the Fund platform’s high-yield strategy, which targets stable, mid-teens leveraged returns annually throughout an asset’s hold period.

Acadia has also entered into contracts or letters of intent to acquire $232 million of additional opportunistic and value-add investments on behalf of Fund IV (“Pending Acquisitions”). Including the Pending Acquisitions and capital reserves, Acadia has allocated $530 million (98.0%) of Fund IV’s total capital commitments prior to the end of the investment period, which expired on August 9, 2016. Acadia has released the fund’s unallocated commitments ($11 million or 2.0%).

As the Pending Acquisitions are subject to, in some instances, contract negotiations as well as customary closing conditions, no assurance can be given that the Company will successfully close on all or any of the Pending Acquisitions.

Fund V

During third quarter of 2016, Acadia successfully closed Fund V, which raised $520 million of total capital commitments. Of this amount, $105 million was committed by Acadia, and $415 million was committed by a diverse group of investors including university endowments, foundations, pension funds, investment management firms and family offices. Approximately 98% of the fund’s third-party commitments came from existing investors in one or more of Acadia’s four prior funds. Fund V was oversubscribed and held its final close within one month of launch. Its investment period began on August 10, 2016. With leverage, Fund V has approximately $1.5 billion of buying power.

Fund Dispositions

Year to date, the Company has completed $154 million of dispositions within Fund III, generating a blended 42.3% IRR and 3.4x multiple on its equity investment. All of the dispositions were completed during the first half of 2016.

Fund Promote

During the nine months ended September 30, 2016, the Company generated $7 million ($0.09 per share) of net promote income from Fund III. No promote income was recognized during the third quarter 2016.

The Company’s full-year 2016 net promote income guidance is $9 to $11 million ($0.12 to $0.14 per share).

Balance Sheet


•	Maintained Conservative Leverage Levels By Matchfunding Acquisitions, Raising $481 Million Of Net Equity Proceeds During 2016

During 2016, the Company issued $481 million of new equity consisting of a third quarter block trade ($172 million), ATM ($156 million, of which $36 million was raised during the third quarter), issuance of OP Units ($28 million) and our forward equity ($125 million of which $95 million will be funded during the fourth quarter of 2016 in conjunction with the anticipated closing of 555 9^th Street). As previously reported, during the third quarter 2016, Acadia renewed its ATM facility with a new $250 million program.

By matchfunding acquisitions, the Company has maintained its solid, low-leveraged balance sheet. As of September 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 5.4x over the same period.

GUIDANCE

The Company is tightening its full year 2016 guidance for FFO per share from a previous range of $1.52 to $1.60 to a revised range of $1.52 to $1.56, primarily to reflect the short term dilutive impact of its equity issuances. Similarly, it is revising its full year earnings per share guidance from a range of $0.99 to $1.07 to a current range of $0.99 to $1.03. These forecasts are before any acquisition-related costs, retirement charges and gains/losses on sale of depreciated property. Management will further discuss the revised earnings guidance on the upcoming earnings conference call.

Conference Call

Management will conduct a conference call on Wednesday, October 26, 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, October 26, 2016

Time: 12:00 PM ET

Dial#: 844-309-6711

Passcode: “Acadia Realty” or “85587785”

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

Phone Replay:

Dial#: 855-859-2056

Passcode: “85587785#”

Available Through: Wednesday, November 2, 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; (xii) information technology security threats and (xiii) 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 Operations ¹

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



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
Revenues	2016	2015	2016	2015

Rental income	$ 35,710	$ 40,722	$ 109,486	$ 118,693
Interest income	7,245	5,728	19,298	13,121
Expense reimbursements	7,192	8,020	22,920	25,911
Other property income	600	720	2,434	2,031
Other income	353	1,662	978	2,738
Total revenues	51,100	56,852	155,116	162,494
Operating expenses
Property operating	5,055	6,304	15,697	20,231
Other operating	3,265	396	4,094	3,115
Real estate taxes	6,195	6,153	18,000	18,864
General and administrative	12,869	7,603	30,742	23,140
Depreciation and amortization	15,217	17,461	46,744	45,022
Impairment of asset	—	—	—	5,000
Total operating expenses	42,601	37,917	115,277	115,372

Operating income	8,499	18,935	39,839	47,122

Equity in (losses) earnings of unconsolidated affiliates	(102)	2,195	3,592	12,194
Gain on disposition of property of unconsolidated affiliates	—	6,938	—	24,043
Loss on debt extinguishment	—	—	(15)	(134)
Gain on disposition of properties	—	79	81,965	89,063
Interest expense and other finance costs	(7,982)	(9,345)	(24,902)	(28,130)
Income before income taxes	415	18,802	100,479	144,158
Income tax provision	(89)	(698)	(123)	(2,059)
Net income	326	18,104	100,356	142,099

ACADIA REALTY TRUST AND SUBSIDIARIES

Consolidated Statements of Operations, Continued ¹

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



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
	2016	2015	2016	2015

Net loss (income) attributable to noncontrolling interests	5,786	(4,328)	(47,401)	(85,281)
Net income attributable to Common Shareholders	$ 6,112	$ 13,776	$ 52,955	$ 56,818


Less: Net Income attributable to participating securities	(58)	(196)	(617)	(810)
Net Income attributable to Common Shareholders - basic	$ 6,054	$ 13,580	$ 52,338	$ 56,008
Weighted average shares for diluted earnings per share	78,621	68,957	74,134	68,739
Net Earnings per share - basic and diluted ²	$ 0.08	$ 0.20	$ 0.71	$ 0.82

ACADIA REALTY TRUST AND SUBSIDIARIES

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

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



	For the Quarters ended		For the Nine Months ended
	September 30,		September 30,
	2016	2015	2016	2015


Net income attributable to Common Shareholders	$ 6,112	$ 13,776	$ 52,955	$ 56,818

Depreciation of real estate and amortization of leasing costs
(net of noncontrolling interests' share):	16,340	15,073	45,780	37,550
Impairment of asset	—	—	—	1,111
Gain on disposition (net of noncontrolling interests’ share):	—	(1,403)	(19,257)	(12,610)
Income attributable to noncontrolling interests’ in
Operating Partnership	370	805	3,340	3,295
Distributions - Preferred OP Units	6	6	417	18
Funds from operations attributable to Common Shareholders and Common OP Unit holders	$ 22,828	$ 28,257	$ 83,235	$ 86,182
Funds from operations per share - Diluted
Weighted average Common Shares and OP Units ⁴	83,163	73,090	79,138	72,915
Funds from operations, per Common Share and Common OP Unit	$ 0.27	$ 0.39	$ 1.05	$ 1.18

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 Nine Months ended
	September 30,		September 30,
	2016	2015	2016	2015

Operating income	$ 8,499	$ 18,935	$ 39,839	$ 47,122

Add back:
General and administrative	12,869	7,603	30,742	23,140
Depreciation and amortization	15,217	17,461	46,744	45,022
Impairment of asset	—	—	—	5,000
Less:
Interest income	(7,245)	(5,728)	(19,298)	(13,121)
Above/below market rent, straight-line rent and other adjustments	1	(4,863)	(5,878)	(8,184)

Consolidated NOI	29,341	33,408	92,149	98,979

Noncontrolling interest in NOI	(3,363)	(8,636)	(15,594)	(26,464)
Pro-rata share of NOI ⁵	25,978	24,772	76,555	72,515
Operating Partnership’s interest in Funds	(913)	(1,418)	(3,445)	(4,323)
Operating Partnership’s share of unconsolidated joint ventures ^*	4,728	2,510	11,826	7,769
NOI - Core Portfolio	$ 29,793	$ 25,864	$ 84,936	$ 75,961

Note:
^*Does not include share of unconsolidated joint ventures within Funds

ACADIA REALTY TRUST AND SUBSIDIARIES

Consolidated Balance Sheets¹

(dollars in thousands)



	As of
	September 30, 2016	December 31, 2015
ASSETS
Operating real estate
Land	$ 533,521	$ 514,120
Buildings and improvements	1,786,608	1,593,350
Construction in progress	23,068	19,239
	2,343,197	2,126,709
Less: accumulated depreciation	276,383	298,703
Net operating real estate	2,066,814	1,828,006
Real estate under development	676,592	609,574
Notes receivable and preferred equity investments, net	266,816	147,188
Investments in and advances to unconsolidated affiliates	273,576	173,277
Cash and cash equivalents	49,242	72,776
Cash in escrow	22,115	26,444
Restricted cash	2,378	10,840
Rents receivable, net	42,171	40,425
Deferred charges, net	24,786	22,568
Acquired lease intangibles, net	93,819	52,593
Prepaid expenses and other assets	60,210	48,628
Total assets	$ 3,578,519	$ 3,032,319

LIABILITIES
Mortgage and other notes payable, net	$ 887,956	$ 1,050,051
Unsecured notes payable, net	407,563	308,555
Distributions in excess of income from, and investments in, unconsolidated affiliates	24,249	13,244
Accounts payable and accrued expenses	40,721	38,754
Dividends and distributions payable	21,675	37,552
Acquired lease intangibles, net	78,474	31,809
Other liabilities	108,828	31,000
Total liabilities	1,569,466	1,510,965

EQUITY
Shareholders’ Equity
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 80,863,404 and 70,258,415 shares, respectively	81	70
Additional paid-in capital	1,500,864	1,092,239
Accumulated other comprehensive loss	(12,844)	(4,463)
Retained earnings	8,815	12,642
Total shareholders’ equity	1,496,916	1,100,488
Noncontrolling interests	512,137	420,866
Total equity	2,009,053	1,521,354
Total liabilities and equity	$ 3,578,519	$ 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 4,343 and 3,891 OP Units into Common Shares for the quarters ended September 30, 2016 and 2015, respectively and 4,422 and 3,899 OP Units into Common Shares for the nine months ended September 30, 2016 and 2015, respectively. Diluted FFO also includes the assumed conversion of Preferred OP Units into 25 Common Shares for each of the quarters ended September 30, 2016 and 2015, respectively and 428 and 25 Preferred OP Units into Common Shares for the nine months ended September 30, 2016 and 2015, respectively. In addition, diluted FFO also includes the effect of 177 and 231 employee share options, restricted share units and LTIP units for the quarters ended September 30, 2016 and 2015, respectively and 164 and 300 employee share options, restricted share units and LTIP units for the nine months ended September 30, 2016 and 2015, respectively. Additionally, diluted FFO also includes the effect of 169 and 76 of Common Shares relating to the Company’s forward equity sales agreement for the three and nine months ended September 30, 2016, respectively.

⁵ The Pro-rata portion share of NOI is based upon our stated ownership percentages in each operating agreement.

Exhibit



Table of Contents
Third Quarter 2016


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

Company Information………………………………………………	4	Core Properties………………………………………………………………	25
Market Capitalization………………………………………………	5	Core Top Tenants……………………………………………………………	27
Operating Statements		Core Lease Expirations……………………………………………	28
Consolidated Income Statements………………………	6	Core New and Renewal Rent Spreads…………………………………	29
Income Statement - Pro-rata Adjustments…………………………………………………	8	Core Capital Expenditures………………………………………	30
Funds from Operations ("FFO"), Adjusted FFO ("AFFO")……………	9	Portfolio Demographics……………………………………………	31
EBITDA………………………………………………………………………………	10
Same Property Net Operating Income……………………………	11
Fee Income……………………………………………………………………	12	Section IV - Fund Information
Consolidated Balance Sheet……………………………………………………	13
Balance Sheet - Pro-rata Adjustments……………………………	14
Structured Financing…………………………………………………………	15	Fund Overview………………………………………………………	34
Other Information		Fund Properties…………………………………………………………	35
Transactional Activity………………………………………………	16	Fund Lease Expirations……………………………………………	36
2016 Guidance………………………………………………………	17	Fund Development Activity………………………………………………………	37
Net Asset Valuation Information………………………………………	18
Selected Financial Ratios…………………………………………	19
Debt Analysis
Summary……………………………………………………………	20
Detail………………………………………………………	21	Important Notes………………………………………………………	38
Maturities……………………………………………………………	24


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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	BTIG	KeyBanc Capital Markets, Inc.
	Craig Schmidt - (646) 855-3640	Michael Gorman - (212) 738-6138	Todd Thomas - (917) 368-2286
	craig.schmidt@baml.com	mgorman@btig.com	tthomas@keybanccm.com



	Bank of Montreal	Citigroup - Global Markets	J.P. Morgan Securities, Inc.
	Paul Adornato, CFA - (212) 885-4170	Christy McElroy - (212) 816-6981	Michael W. Mueller, CFA - (212) 622-6689
	paul.adornato@bmo.com	christy.mcelroy@citi.com	michael.w.mueller@jpmorgan.com



	Boenning & Scattergood	Green Street Advisors
	Floris van Dijkum - (212) 922-3572	Jason White, CFA - (949) 640-8780
	fvandijkum@boenninginc.com	jwhite@greenstreetadvisors.com
		Jay Carlington, CFA - (949) 640-8780
		jcarlington@greenstreetadvisors.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	80,863						Balance at 12/31/2015	70,259	3,857		74,116
Common Operating Partnership ("OP") Units	4,473						ATM Issuance	1,050	—		1,050
Combined Common Shares and OP Units	85,336						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 September 30, 2016	$	36.24					ATM Issuance	2,250	—		2,250
							Equity Issuance 4	868	—		868
Equity Capitalization - Common Shares and OP Units	$	3,092,577					Other	89	(65	)	24
Preferred OP Units	15,486			²			Balance at 6/30/2016	74,773	4,363		79,136	72,896	71,859	77,899	76,872
Total Equity Capitalization	3,108,063				77%	78%	ATM Issuance	1,229	—		1,229
							Equity Issuance	4,830	—		4,830
Debt Capitalization							Other	31	110		141
Consolidated debt	1,306,778						Balance at 9/30/2016	80,863	4,473		85,336	78,626	74,214	83,163	79,138
Adjustment to reflect pro-rata share of debt	(402,267		)
Total Debt Capitalization	904,511				23%	22%

Total Market Capitalization	$	4,012,574			100%	100%

Notes:
¹ Reflects debt net of:
Core Portfolio cash	$	33,748
pro-rata share of Funds cash	6,253
and pro-rata share of restricted cash relating to City Point financing	689
for total cash netted against debt of	$	40,690


² Represents 188 Series A and 141,593 Series C Preferred OP Units convertible into 25,067 and 402,252 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

https://cdn.kscope.io/e37d450a9833d5d779bfbb5432b49ba4-marketcap9302016.jpg



Income Statements
(in thousands)
	Nine months ended			Three months ended
	September 30, 2016

CONSOLIDATED INCOME STATEMENT

Revenues
Rental income	$	109,486		$	35,710
Interest income	19,298			7,245
Expense reimbursements	22,920			7,192
Other property income	2,434			600
Other income	978			353
Total Revenues	155,116			51,100

Operating Expenses
Property operating	15,697			5,055
Other operating	4,094			3,265
Real estate taxes	18,000			6,195
General and administrative	30,742			12,869
Depreciation and amortization	46,744			15,217
Total Operating Expenses	115,277			42,601

Operating income	39,839			8,499

Equity in earnings (losses) of unconsolidated affiliates	3,592			(102		)
Loss on debt extinguishment	(15		)	—
Gain on disposition of properties	81,965			—
Interest expense and other finance costs	(24,902		)	(7,982		)
Income from continuing operations before income taxes	100,479			415
Income tax provision	(123		)	(89		)
Net income	100,356			326
Net income attributable to noncontrolling interests	(47,401		)	5,786
Net income attributable to Common Shareholders	$	52,955		$	6,112



Income Statements - Consolidation ¹
(in thousands)

	Nine months ended September 30, 2016			Three months ended September 30, 2016


CORE PORTFOLIO AND FUND INCOME

PROPERTY REVENUES
Minimum rents	$	100,887		$	32,895
Percentage rents	393			46
Expense reimbursements - CAM	8,290			2,563
Expense reimbursements - Taxes	14,630			4,630
Other property income	1,454			419
Total Property Revenues	125,654			40,553

PROPERTY EXPENSES
Property operating - CAM	13,010			4,063
Other property operating (Non-CAM)	2,304			887
Real estate taxes	18,077			6,221
Total Property Expenses	33,391			11,171

NET OPERATING INCOME - PROPERTIES	92,263			29,382

OTHER INCOME (EXPENSE)
Interest income	19,048			7,245
Straight-line rent income	3,605			1,235
Above/below market rent	4,423			1,508
Interest expense ²	(22,594		)	(6,739		)
Amortization of finance costs	(2,025		)	(833		)
Above/below market interest expense	947			331
Asset and property management expense	(164		)	(55		)
Other income/(expense)	1,002			181
Transaction costs	(4,094		)	(3,265		)
Capital lease interest	(1,231		)	(740		)
CORE PORTFOLIO AND FUND INCOME	91,180			28,250

FEE INCOME
Asset and property management fees	535			242
Transactional fees ³	692			111
Income tax (provision)/benefit	(123		)	(89		)
Total Fee Income	1,104			264

General and Administrative ⁵	(30,742		)	(12,869		)

Depreciation and amortization	(46,302		)	(15,074		)
Non-real estate depreciation and amortization	(441		)	(143		)
Gain on disposition of properties	81,965			—
Income before equity in earnings and noncontrolling interests	96,764			428

Equity in earnings (losses) of unconsolidated affiliates	3,592			(102		)
Noncontrolling interests	(47,401		)	5,786

NET INCOME	$	52,955		$	6,112

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.
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 $1,317 and $3,590 for the three and nine months, respectively.
³ Consists of development, construction, leasing and legal fees.
⁴ Net of payments totaling $2,527 during the nine months, under the Company's Long Term Investment Alignment Program.
⁵ Includes $4,200 relating to exective compensation relating to retirements of two exectuives during the three months ending September 30, 2016.



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

	Noncontrolling			Company's			Noncontrolling			Company's
	Interest in			Interest in			Interest in			Interest in
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Subsidiaries			Subsidiaries			Subsidiaries			Subsidiaries

	Nine months ended September 30, 2016						Three months ended September 30, 2016

CORE PORTFOLIO AND FUND INCOME

PROPERTY REVENUES
Minimum rents	$	(26,549	)	$	22,043		$	(7,447	)	$	8,307
Percentage rents	(307		)	91			(49		)	19
Expense reimbursements - CAM	(2,337		)	1,796			(555		)	746
Expense reimbursements - Taxes	(3,821		)	4,187			(766		)	1,615
Other property income	(455		)	192			(242		)	58
Total Property Revenues	(33,469		)	28,309			(9,059		)	10,745

PROPERTY EXPENSES
Property operating - CAM	(4,521		)	1,877			(1,411		)	929
Other property operating (Non-CAM)	(1,151		)	673			(392		)	242
Real estate taxes	(4,950		)	4,580			(1,515		)	1,729
Total Property Expenses	(10,622		)	7,130			(3,318		)	2,900

NET OPERATING INCOME - PROPERTIES	(22,847		)	21,179			(5,741		)	7,845

OTHER INCOME (EXPENSE)
Interest income	(3,366		)	—			(1,176		)	—
Straight-line rent income	(1,894		)	1,438			(467		)	830
Above/below market rent	(759		)	715			(175		)	536
Interest expense	8,597			(5,688		)	2,058			(2,117		)
Amortization of finance costs	1,188			(464		)	416			(182		)
Above/below market interest expense	—			61			—			1
Asset and property management expense	389			(622		)	111			(238		)
Other income/(expense)	(913		)	417			257			(512		)
Transaction costs	261			(327		)	35			—
CORE PORTFOLIO AND FUND INCOME	(19,344		)	16,709			(4,682		)	6,163

FEE INCOME
Asset and property management fees	9,327			—			3,466			—
Transactional fees	4,303			—			1,698			—
Income tax (provision)/benefit	81			—			—			—
Total Fee Income	13,711			—			5,164			—

PROMOTE, RCP AND OTHER INCOME
Promote income from Funds, net	6,979			—			—			—
Total Promote, RCP and Other Income	6,979			—			—			—

General and Administrative	3,735			(113		)	698			(23		)

Depreciation and amortization	12,817			(12,278		)	4,976			(6,242		)
Gain on disposition of properties	(61,982		)	(726		)	—			—
Income before equity in earnings and noncontrolling interests	(44,084		)	3,592			6,156			(102		)

Noncontrolling interests ²	(3,317		)	—			(370		)	—

NET INCOME	$	(47,401	)	$	3,592		$	5,786		$	(102	)

Note:

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

² Represents income allocable to Operating Partnership Units.



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


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

Net Income	$	52,955		$	6,112		$	17,918		$ 28,925
Add back:
Depreciation of real estate and amortization of leasing costs:
(net of noncontrolling interest share)	45,780			16,340			14,112			15,328
Gain on disposition of properties (net of noncontrolling interest share)	(19,257		)	—			(4,117		)	(15,140)
Income attributable to noncontrolling interests'
share in Operating Partnership	3,751			376			1,249			1,994

FFO to Common Shareholders and Common OP Unit holders	$	83,229		$	22,828		$	29,162		$ 31,107

Add back: Transaction costs	4,160			3,230			718			212
Add back: Executive retirement charge	4,200			4,200			—			—
FFO before transaction costs and retirement charges	$	91,589		$	30,258		$	29,880		$ 31,319


Adjusted Funds from operations ("AFFO"):
Diluted FFO	$	83,229		$	22,828		$	29,162		$ 31,107
Straight-line rent, net	(3,149		)	(1,598		)	(541		)	(1,010)
Above/below market rent	(4,379		)	(1,869		)	(1,321		)	(1,189)
Amortization of finance costs	1,301			599			296			406
Above/below market interest	(1,008		)	(332		)	(293		)	(383)
Non-real estate depreciation	442			143			149			150
Leasing commissions	(1,865		)	(1,726		)	(122		)	(17)
Tenant improvements	(7,172		)	(3,063		)	(1,880		)	(2,229)
Capital expenditures	(809		)	(414		)	(111		)	(284)
AFFO to Common Shareholders and Common OP Unit holders	$	66,590		$	14,568		$	25,339		$ 26,551

Total weighted average diluted shares and OP Units:	79,138			83,163			77,899			75,845

Diluted FFO per Common share and OP Unit:
FFO	$	1.05		$	0.27		$	0.37		$ 0.41


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 September 30, 2016									Three months ended September 30, 2016
	Core									Core
	Portfolio			Funds			Total			Portfolio			Funds			Total

NET INCOME	$	33,769		$	19,186		$	52,955		$	6,426		$	(314	)	$	6,112

Adjustments:
Depreciation and amortization	42,548			3,657			46,205			15,011			1,472			16,483
Interest expense	18,028			1,657			19,685			6,215			583			6,798
Amortization of finance costs	940			361			1,301			485			114			599
Above/below market interest	(1,008		)	—			(1,008		)	(332		)	—			(332		)
Gain on disposition of properties	—			(19,257		)	(19,257		)	—			—			—
Transaction costs	4,082			78			4,160			3,219			11			3,230
Provision for income taxes	42			—			42			89			—			89
Noncontrolling interest - OP	2,137			1,204			3,341			389			(19		)	370

EBITDA	$	104,738		$	6,886		$	111,624		$	35,702		$	1,847		$	37,549



Core Portfolio
Same Property Performance ¹
(in thousands)

	Year-to-Date							Quarter

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

Summary
Minimum rents	$	75,440		$	73,468		2.7%	$	25,351	$	24,848	2.0%
Expense reimbursements	18,450			18,275			1.0%	6,394		5,750		11.2%
Other property income	567			624			(9.1)%	60		66		(9.1)%

Total Revenue	94,457			92,367			2.3%	31,805		30,664		3.7%

Total Expenses	22,877			23,101			1.0%	7,773		7,599		-2.3%

Same Property NOI - Core properties	$	71,580		$	69,266		3.3%	$	24,032	$	23,065	4.2%

Reconciliation of Same Property NOI to Core NOI
NOI of Properties excluded from Same Property NOI	13,365			6,695				5,772		2,799
Core NOI ²	$	84,945		$	75,961			$	29,804	$	25,864

Other same property information
Physical Occupancy	96.4		%	96.9		%
Leased Occupancy	96.6		%	97.3		%

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		Fund V		Other		Total
Year-to-date ended September 30, 2016
Asset and property management fees	$	1,594	$	2,459	$	4,489	$	888	$	432	$ 9,862
Transactional fees	2,020		738		1,865		—		372		4,995
Total fees	$	3,614	$	3,197	$	6,354	$	888	$	804	$ 14,857


	Fund II		Fund III		Fund IV		Fund V		Other		Total
Current Quarter ended September 30, 2016
Asset and property management fees and priority distributions	$	520	$	789	$	1,376	$	888	$	135	$ 3,708
Transactional fees	576		339		837		—		57		1,809
Total management fees and priority distributions	$	1,096	$	1,128	$	2,213	$	888	$	192	$ 5,517


	Fund II		Fund III		Fund IV		Fund V		Other		Total
Previous 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		Fund V		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



Consolidated Balance Sheet
(in thousands)
	Notes	Consolidated
		Balance
		Sheet
	^{1, 2}	As Reported
ASSETS
Real estate
Land		$ 533,521	¹ The interim consolidated balance sheet is unaudited, although it
Buildings and improvements		1,786,608	reflects all adjustments, which in the opinion of management,
Construction in progress		23,068	are necessary for the fair presentation of the consolidated
		2,343,197	balance sheet for the interim period.
Less: accumulated depreciation		(276,383)
Net real estate		2,066,814	² The Company currently invests in Funds II, III, IV & V and Mervyns I & II
			which are consolidated within the Company's financial statements.
Net real estate under development	³	676,592
			³ The components of Net real estate under development are as follows:
Cash and cash equivalents		49,242	Fund II	$ 584,074
Cash in escrow		22,115	Fund III	48,256
Restricted cash		2,378	Fund IV	41,957
Investments in and advances to unconsolidated affiliates		273,576	Other	2,305
Rents receivable, net		42,171
Notes receivable		266,816	Total	$ 676,592
Deferred charges, net		24,786
Prepaid expenses and other assets		60,210
Acquired lease intangibles		93,819

Total Assets		$ 3,578,519

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage and other notes payable		$ 887,956
Unsecured notes payable		407,563
Acquired lease intangibles		78,474
Accounts payable and accrued expenses		40,721
Dividends and distributions payable		21,675
Share of losses in excess of inv. in unconsolidated affiliates		24,249
Other liabilities		108,828

Total Liabilities		1,569,466

Shareholders' equity:
Common shares		81
Additional paid-in capital		1,500,864
Accumulated other comprehensive loss		(12,844)
Retained earnings		8,815
Total controlling interest		1,496,916
Noncontrolling interest in subsidiary		512,137
Total Shareholders' Equity		2,009,053

Total Liabilities and Shareholders' Equity		$ 3,578,519



Pro-Rata Balance Sheet Adjustments
(in thousands)
	Notes	Noncontrolling			Company's
		Interest in			Interest in
		Consolidated			Unconsolidated
	¹	Subsidiaries			Subsidiaries			Notes
ASSETS
Real estate
Land		$	(103,719	)	$	72,922		¹ The Company currently invests in Funds II, III, IV & V and Mervyns I & II
Buildings and improvements		(265,319		)	284,900			which are consolidated within the Company's financial statements.
Construction in progress		(14,778		)	694
		(383,816		)	358,516			Similarly, the presentation also includes
Less: accumulated depreciation		30,856			(26,362		)	the Company's pro-rata share of assets and liabilities for
Net real estate		(352,960		)	332,154			unconsolidated investments which are accounted for under the equity
								method of accounting in the Company's financial statements.
Net real estate under development		(487,233		)	5,001
								To provide investors with supplemental information, the Company's
Cash and cash equivalents		(15,226		)	5,985			is providing adjustments to show its effective ownership percentage
Cash in escrow		(13,733		)	2,262			for each of the asset and liability line items.
Restricted cash		(1,704		)	15
Investments in and advances to unconsolidated affiliates		(79,256		)	(194,320		)
Rents receivable, net		(1,185		)	2,716
Straight-line rents receivable, net		(9,360		)	3,833
Notes receivable		(36,436		)	—
Deferred charges, net		(8,066		)	2,647
Prepaid expenses and other assets		19,379			1,336
Acquired lease intangibles		(9,457		)	19,948

Total Assets		$	(995,237	)	$	181,577

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage and other notes payable		$	(498,214	)	$	178,624
Unsecured notes payable		(82,677		)	—
Valuation of debt at acquisition, net of amortization		—			748
Unamortized loan costs		7,010			(1,857		)
Acquired lease intangibles		(6,534		)	15,294
Accounts payable and accrued expenses		(9,999		)	3,443
Dividends and distributions payable		—			—
Share of losses in excess of inv. in unconsolidated affiliates		(6,665		)	(17,584		)
Other liabilities		(8,803		)	2,909
Total Liabilities		(605,882		)	181,577

Noncontrolling interest in subsidiary		(389,355		)	—
Total Shareholders' Equity		(389,355		)	—

Total Liabilities and Shareholders' Equity		$	(995,237	)	$	181,577



Structured Financing Portfolio
(in thousands)


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


First mortgage notes	$	211,469	$	3,587	$	215,056	$	—	$	(5,069	)	$	206,400	$	3,505	$	209,905	7.78%	7.86%	2016 to 2019

Mezzanine, preferred equity and other notes	—		—		—		10,000		—			10,000		44		10,044		8.00	8.67	2019

Total notes receivable	$	211,469	$	3,587	$	215,056	$	10,000	$	(5,069	)	$	216,400	$	3,549	$	219,949	7.79%	7.90%

Notes:
¹ Inclusive of points and exit fees.

Reconciliation of Notes Receivable to the Consolidated Balance Sheet

Total Notes Receivable per above												$	216,400
Other loans (pro-rata share)												13,980

Total Notes Receivable per Pro-Rata Balance Sheet												$	230,380



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	Wake Forest Crossing	36,600		100%	36,600		8,462		September	Wake Forest, NC	Lowes Foods, TJ Maxx, Ross Dress
Georgetown Portfolio (2016) ³	338,000		20%	67,600		June	Washington, DC	Sephora, Lululemon, North Face
Sullivan Center	146,939		100%	146,939		August	Chicago, IL	Target, DSW
Smithfield Portfolio	150,000		100%	150,000		August/September	Chicago, IL	Walgreens, Nordstrom Rack, H & M



Total	$	796,980		$	486,207				Total	$	50,350		$	50,125	$	11,589



			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 $1.56	$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)	$125.0 to $126.5	$110.5	'- 2015 acquisition costs totaled $2.2 million

Asset and property management fee income, net of TRS taxes	$13.0 to $14.0	$13.1

Transactional fee income, net of TRS taxes	$6.0 to $7.0	$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	$122.0 to $128.0	$113.8


Additional Guidance Assumptions:

Fully diluted Common Shares and OP Units - weighted average	80,500 to 82,000	73,100

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

Core acquisitions	$630.0 to $650.0

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	$	29,804		¹	$	119,216		$	990		$	3,960		28.33	%	$	1,122		$	1,902		$	7,608		39.63	%	$	3,015		$	4,043		$	16,172		23.12	%	$	3,739
Less:
(Income)/ loss from properties sold or under contract	—				—			—			—					—			—			—					—			—			—					—
(Income)/ loss from pre-stabilized assets ²	—				—			(381		)	(1,524		)			(432		)	(596		)	(2,384		)			(945		)	(955		)	(3,820		)			(883		)
(Income)/ loss from development projects ³	(51		)		(204		)	—			—					—			—			—					—			(348		)	(1,392		)			(322		)
Net Operating Income of stabilized assets	29,753				119,012			609			2,436					690			1,306			5,224					2,070			2,740			10,960					2,534

Costs to Date
Pre-stabilized assets ²					$	—					$	73,750				$	20,893					$	65,398				$	25,917					$	150,659				$	34,832
Development projects ³					11,795						425,600					120,572						42,800					16,962						171,400					39,628

Total Costs to Date					11,795						499,350					141,466						108,198					42,879						322,059					74,460

Debt					$	683,329					$	420,344				$	112,458					$	159,830				$	35,470					$	330,717				$	73,254



Notes:
¹ Does not include a full quarter of NOI for those assets purchased during the third quarter 2016. See "Transactions Activity" page in this supplemental for descriptions of those acquisitions.
² Consists of the following projects:
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 September 30,						Period ended September 30,							Three months ended September 30,	Three months ended June 30,

	2016			2015			2016			2015				2016	2016
COVERAGE RATIOS 1													LEVERAGE RATIOS

Fixed-Charge Coverage Ratios													Debt/Market Capitalization Ratios

EBITDA 2 divided by:	$	35,702		$	33,208		$	104,738		$	90,668		Debt + Preferred Equity (Preferred O.P. Units)	919,997	$ 860,875
Interest expense	6,215			6,044			18,028			18,162			Total Market Capitalization	4,012,574	3,671,786
Principal Amortization	1,108			1,272			3,126			3,990			Debt+Preferred Equity/Total Market Capitalization	23%	23%
Preferred Dividends 3	139			6			417			18
Fixed-Charge Coverage Ratio - Core Portfolio	4.8x			4.5x			4.9x			4.1x			Debt ⁶	$ 879,307	$ 785,268
													Total Market Capitalization	3,971,884	3,596,179
EBITDA divided by:	$	37,549		$	35,845		$	111,624		$	98,403		Net Debt+Preferred Equity/Total Market Capitalization	22%	22%
Interest expense	6,798			6,533			19,685			19,737
Principal Amortization	1,312			1,429			3,699			4,520			Debt/EBITDA Ratios
Preferred Dividends	139			6			417			18
Fixed-Charge Coverage Ratio - Core Portfolio													Debt	$ 683,329	$ 628,791
and Funds	4.6x			4.5x			4.7x			4.1x			EBITDA (Annualized) ⁷	154,036	135,880
													Debt/EBITDA - Core Portfolio	4.4x	4.6x
Payout Ratios
													Debt ⁵	$ 649,581	564,137
Dividends declared (per share/OP Unit)	$	0.25		$	0.24		$	0.75		$	0.72		EBITDA (Annualized) ⁷	154,036	135,880
													Net Debt/EBITDA - Core Portfolio	4.2x	4.2x
Dividends (Shares) & Distributions (OP Units) declared	$	21,681		$	17,744		$	61,175		$	53,112
FFO	22,828			28,257			83,229			86,182			Debt ⁴	$ 904,511	$ 845,668
FFO Payout Ratio	95		%	63		%	74		%	62		%	EBITDA (Annualized) ⁷	161,424	145,464
FFO Payout Ratio before acquisition costs	83		%	62		%	70		%	60		%	Debt/EBITDA - Core Portfolio and Funds	5.6x	5.8x

Dividends (Shares) & Distributions (OP Units) paid	$	21,681		$	17,744		$	61,175		$	53,112		Debt ⁶	$ 863,821	$ 770,061
AFFO	14,568			21,885			66,590			69,636			EBITDA (Annualized) ⁷	161,424	145,464
AFFO Payout Ratio	149		%	81		%	92		%	76		%	Net Debt/EBITDA - Core Portfolio and Funds	5.4x	5.3x
AFFO Payout Ratio before acquisition costs	122		%	80		%	86		%	74		%



^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 11 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.	Reconciliation of EBTIDA to Adjusted EBITDA

	Core EBITDA as reported	$	35,702

	Annualized	142,808
	Add: annualization of expected net Promote	11,228

	Adjusted Annualized Core EBITDA	154,036

	Add in Funds	7,388

	Adjusted Annualized EBITDA Core and Funds	$	161,424



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	$	248,894	3.7%		$	—	n/a	$	248,894	3.7%	28%	$	—	$	—		$	248,894
Variable-Rate Debt	51,106		1.5%		26,559		3.1%	77,665		2.0%	9%	82,677		—			160,342
											37%
Mortgage and Other Notes Payable

Fixed-Rate Debt ¹	351,330		4.3%		77,579		4.4%	428,909		4.3%	47%	244,202		(106,736		)	566,375
Variable-Rate Debt	31,999		3.1	%	117,044		2.7%	149,043		2.7%	16%	254,012		(71,888		)	331,167
											63%

Total	$	683,329	3.8%		$	221,182	3.3%	$	904,511	3.7%	100%	$	580,891	$	(178,624	)	1,306,778
Unamortized premium																	1,524
Unamortized loan costs																	(12,783		)
																	$	1,295,519


Notes:
¹ Fixed-rate debt includes notional principal fixed through swap transactions.
² Represents the Company's pro-rata share of debt based on its percent ownership.
³ Represents the noncontrolling interest pro-rata share of consolidated partnership debt based on its percent ownership.
⁴ Represents the Company's pro-rata share of unconsolidated partnership debt based on its percent ownership.



Portfolio Debt - Detail
(in thousands)

	Principal Balance at			Acadia's Pro-rata Share				Interest		Maturity	Extension
Property	September 30, 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
239 Greenwich Avenue	26,000			75.0%	19,500			5.42%		2/11/2017	None
639 West Diversey	4,060			100.0%	4,060			6.65%		3/1/2017	None
Merrillville Plaza	24,875			100.0%	24,875			5.88%		8/1/2017	None
Bedford Green	28,814			100.0%	28,814			5.10%		9/5/2017	None
163 Highland Avenue	9,419			100.0%	9,419			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)	17,330			50.0%	8,665			4.72%		12/10/2027	None
State & Washington	25,609			100.0%	25,609			4.40%		9/5/2028	None
North & Kingsbury	13,380			100.0%	13,380			4.01%		11/5/2029	None
151 North State Street	14,533			100.0%	14,533			4.03%		12/1/2029	None
Concord & Milwaukee	2,891			100.0%	2,891			4.40%		6/1/2030	None
California & Armitage	2,688			100.0%	2,688			5.89%		4/15/2035	None
Unsecured interest rate swaps ¹	248,894			100.0%	248,894			3.74%		Various
Secured interest rate swaps ¹	103,884			89.5%	92,992			3.03%		Various

Sub-Total Fixed-Rate Debt	689,627				600,224			4.04%

Secured Variable-Rate Debt
664 N. Michigan	42,161			100.0%	42,161			Libor + 165		6/28/2018	1 x 60 mos.
4401 N. White Plains Road	5,917			100.0%	5,917			Libor + 190		9/1/2022	None
28 Jericho Turnpike	14,983			100.0%	14,983			Libor + 190		1/23/2023	None
60 Orange Street	7,829			98.0%	7,672			Libor + 175		4/3/2023	None
Gotham Plaza	21,050			49.0%	10,315			Libor + 160		6/10/2023	None
Georgetown Portfolio (2016 Investment)	160,000			20.0%	32,000			Libor + 170		8/1/2023	None
330-340 River Street	11,943			100.0%	11,943			Libor + 170		6/1/2026	None
Secured interest rate swaps ¹	(103,884		)	89.5%	(92,992		)	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	(248,894		)	100.0%	(248,894		)	Libor + 143

Sub-Total Variable-Rate Debt	211,105				83,105			Libor + 157

Total Debt - Core Portfolio	$	900,732			$	683,329		3.8	%



Portfolio Debt - Detail (continued)
(in thousands)
		Principal Balance at			Acadia's Pro-rata Share					Interest		Maturity	Extension
Property	Entity	September 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	None
1861 Union Street ⁴	Fund IV	2,315			20.8	%	482			3.40	%	6/1/2026	None
Interest rate swaps ¹	Funds II & IV	34,441			25.2	%	8,667			3.28	%	Various
Sub-Total Fixed-Rate Debt		294,707					77,579			4.36	%

Variable-Rate Debt
Acadia Strategic Opportunity II LLC	Fund II	25,000			28.3	%	7,083			Libor + 275		10/19/2016	None
Broughton Street Portfolio	Fund IV	20,000			23.1	%	4,624			Libor + 300		11/4/2016	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	2,994			22.8	%	682			Prime + 50		1/31/2017	None
640 Broadway ⁴	Fund III	21,800			25.0	%	5,454			Libor + 295		2/1/2017	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	8,670			39.6	%	3,436			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	10,880			39.6	%	4,312			Libor + 185		5/1/2017	2 x 12 mos.
938 W. North Avenue ⁴	Fund IV	12,500			23.1	%	2,890			Libor + 235		5/1/2017	1 x 12 mos.
Acadia Strategic Opportunity IV LLC ⁵	Fund IV	44,120			23.1	%	10,201			Libor + 165		5/18/2017	None
1151 Third Avenue	Fund IV	12,481			23.1	%	2,886			Libor + 175		6/3/2017	2 x 12 mos.
CityPoint ⁴	Fund II	20,000			26.7	%	5,334			Libor + 170		8/23/2017	None
210 Bowery	Fund IV	4,692			23.1	%	1,085			Libor + 275		10/15/2017	1 x 12 mos.
2819 Kennedy Boulevard ⁴	Fund IV	8,430			22.8	%	1,921			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	10,041			11.6	%	1,161			Libor + 300		5/1/2018	None
Nostrand Avenue	Fund III	11,267			39.6	%	4,465			Libor + 265		5/1/2018	2 x 12 mos.
Sherman Plaza	Fund II	14,250			28.1	%	4,001			Libor + 325		7/1/2018	1 x 12 mos.
Cortlandt Town Center	Fund III	93,000			13.9	%	12,900			Libor + 175		1/28/2019	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	14,609			23.1	%	3,378			Libor + 215		5/1/2019	None
146 Geary Street	Fund IV	27,700			23.1	%	6,404			Libor + 340		7/14/2019	2 x 12 mos.
17 E. 71st Street	Fund IV	19,000			23.1	%	4,393			Libor + 190		6/9/2020	None
1035 Third Avenue	Fund IV	41,931			23.1	%	9,694			Libor + 235		1/27/2021	None
Restaurants at Fort Point	Fund IV	6,500			23.1	%	1,503			Libor + 235		8/25/2021	None
CityPoint ⁴	Fund II	19,832			26.7	%	5,289			Libor + 139		11/1/2021	None
3104 M Street ^4,8	Fund III	4,213			31.7	%	1,336			Prime + 50		12/10/2021	None
Interest rate swaps ¹	Funds II & IV	(34,441		)	25.2	%	(8,667		)	Libor + 213
Sub-Total Variable-Rate Debt		616,184					143,603			Libor + 216
Total Debt - Funds		$	910,891				$	221,182		3.27%
Total Debt - Core Portfolio and Funds		$	1,811,623				$	904,511		3.67%

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 September 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 September 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 $100,000.

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	$	1,399	$	26,250	$	27,649	$	1,292	$	5,833	$	7,125	6.00	%	6.00	%	n/a
2017	5,558		82,926		88,484		4,984		76,426		81,410		5.51	%	5.51	%	n/a
2018	5,259		40,058		45,317		4,214		40,058		44,272		2.17	%	n/a		2.17	%
2019	4,915		—		4,915		3,828		—		3,828		n/a		n/a		n/a
2020	5,106		50,000		55,106		3,979		50,000		53,979		1.92	%	n/a		1.92	%
Thereafter	33,415		645,846		679,261		28,404		464,311		492,715		2.71	%	3.90	%	1.93	%
Total	$	55,652	$	845,080	$	900,732	$	46,701	$	636,628	$	683,329





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	$	622	$	216,920	$	217,542	$	209	$	53,623	$	53,832	2.30	%	1.25	%	2.41	%
2017	3,733		170,094		173,827		970		45,634		46,604		2.94	%	4.71	%	2.39	%
2018	1,613		64,408		66,021		363		17,640		18,003		3.26	%	n/a		3.26	%
2019	2,008		152,667		154,675		382		25,375		25,757		2.51	%	1.00	%	2.60	%
2020	1,036		218,667		219,703		249		57,657		57,906		4.58	%	4.75	%	2.42	%
Thereafter	1,169		77,954		79,123		312		18,768		19,080		2.70	%	3.57	%	2.59	%
Total	$	10,181	$	900,710	$	910,891	$	1,414	$	218,697	$	221,182

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	%	6,542,112		157.52
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	%	1,274,966		56.70
Halsted and Armitage Collection - 9 properties	Intermix, BCBG, Club Monaco	2011/12	100.0	%	44,658	—	—	44,658	95.2	%	—		—		95.2	%	95.2	%	1,836,882		43.21
North Lincoln Park Chicago Collection - 6 properties	Forever 21, Aldo, Carhartt, Chase Bank	2011/14	100.0	%	22,125	—	28,836	50,961	100.0	%	—		68.3	%	82.1	%	82.1	%	1,697,089		40.57
State and Washington	H & M, Nordstrom Rack	2016	100.0	%	78,819	—	—	78,819	100.0	%	—		—		100.0	%	100.0	%	2,969,482		37.67
151 N. State Street	Walgreens	2016	100.0	%	27,385	—	—	27,385	100.0	%	—		—		100.0	%	100.0	%	1,300,000		47.47
North and Kingsbury	Old Navy, Pier 1 Imports	2016	100.0	%	41,700	—	—	41,700	100.0	%	—		—		100.0	%	100.0	%	1,569,911		37.65
Concord and Milwaukee	—	2016	100.0	%	13,105	—	—	13,105	100.0	%	—		—		100.0	%	100.0	%	392,131		29.92
California and Armitage	—	2016	100.0	%	—	—	18,275	18,275	—		—		75.1	%	75.1	%	75.1	%	625,056		45.56
Roosevelt Galleria	Petco, Vitamin Shoppe	2015	100.0	%	—	—	37,995	37,995	—		—		100.0	%	100.0	%	100.0	%	1,066,439		28.07
Sullivan Center	Target, DSW	2016	100.0	%	176,181	—	—	176,181	98.6	%	—		—		98.6	%	98.6	%	6,363,782		36.62
					620,572	—	85,106	705,678	99.1	%	—		83.9	%	97.3	%	97.3	%	39,741,037		57.90
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	86.3	%	—		—		86.3	%	86.3	%	2,055,013		412.72
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	%	—	—	14,590	14,590	—		—		100.0	%	100.0	%	100.0	%	478,227		32.78
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	%	951,287		23.59
868 Broadway	Dr. Martens	2013	100.0	%	2,031	—	—	2,031	100.0	%	—		—		100.0	%	100.0	%	723,607		356.28
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	100.0	%	—		—		100.0	%	100.0	%	2,133,910		154.21
131-135 Prince Street	Folli Follie, Uno De 50	2014	100.0	%	3,200	—	—	3,200	100.0	%	—		—		100.0	%	100.0	%	1,307,412		408.57
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
991 Madison Avenue	Vera Wang, Perrin Paris	2016	100.0	%	7,513	—	—	7,513	65.6	%	—	%	—	%	65.6	%	65.6	%	1,508,050		306.08
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
					99,022	86,950	136,193	322,165	96.6	%	100.0	%	96.2	%	97.3	%	97.3	%	24,441,682		77.94
San Francisco Metro
City Center	City Target, Best Buy	2015	100.0	%	—	174,311	30,337	204,648	—		100.0	%	82.9	%	97.5	%	98.1	%	7,633,875		38.27
					—	174,311	30,337	204,648	—		100.0	%	82.9	%	97.5	%	98.1	%	7,633,875		38.27
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	%	1,246,516		60.31
Rhode Island Place Shopping Center	TJ Maxx	2012	100.0	%	—	24,996	32,533	57,529	—		100.0	%	100.0	%	100.0	%	100.0	%	1,735,379		30.17
M Street and Wisconsin Corridor - 24 Properties ³	Lacoste, Juicy Couture, Coach	2011/16	25.4	%	242,582	—	—	242,582	88.2	%	—		—		88.2	%	88.2	%	16,224,465		75.85
					265,489	24,996	32,533	323,018	88.4	%	100.0	%	100.0	%	90.4	%	91.1	%	19,206,360		65.75
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	%	1,200,045		22.13
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	%	1,446,795		26.17

Total Street and Urban Retail					986,133	327,057	297,595	1,610,785	96.0	%	100.0	%	91.9	%	96.0	%	96.3	%	$	92,469,749	$	59.78

Acadia Share Total Street and Urban Retail					790,810	327,057	284,243	1,402,110	97.9	%	100.0	%	91.9	%	97.2	%	97.4	%	$	78,665,672	$	57.75

Notes:
¹ The above occupancy and rent amounts do not include space which is currently leased, other than "leased occupancy", but for which rent payment has not yet commenced. Residential and office GLA is excluded.
613-623 West Diversey Parkway is not yet stabilized assets and is 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
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	%	$	3,866,697	$	26.66
Marketplace of Absecon	Rite Aid, Dollar Tree	1998	100.0	%	—	46,724	57,832	104,556	—	100.0	%	85.9	%	92.2	%	92.2	%	1,382,250		14.34
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	%	—	—	87,128	87,128	—	—		94.2	%	94.2	%	98.1	%	2,707,194		32.99
Branch Plaza	LA Fitness, The Fresh Market	1998	100.0	%	—	76,264	47,075	123,339	—	100.0	%	75.3	%	90.6	%	90.6	%	2,830,153		25.34
Amboy Center	Stop & Shop (Ahold)	2005	100.0	%	—	37,266	26,024	63,290	—	100.0	%	100.0	%	100.0	%	100.0	%	2,052,621		32.43
Pacesetter Park Shopping Center	Stop & Shop (Ahold)	1999	100.0	%	—	52,052	46,107	98,159	—	100.0	%	94.7	%	97.5	%	100.0	%	1,268,225		13.25
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	%	78.0	%	92.3	%	92.3	%	6,676,534		23.27
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	%	68.7	%	81.8	%	81.8	%	2,283,631		30.82

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	%	1,753,151		16.49

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	%	1,814,322		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	%	2,046,885		20.14

Illinois
Hobson West Plaza	Garden Fresh Markets	1998	100.0	%	—	51,692	47,445	99,137	—	100.0	%	92.2	%	96.3	%	96.3	%	1,162,266		12.18

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	%	3,286,450		14.37




Michigan
Bloomfield Town Square	Best Buy, Home Goods,	1998	100.0	%	—	153,839	81,947	235,786	—		100.0	%	83.9	%	94.4	%	94.4	%	3,318,929		14.91
	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	%	12,450,854		16.22
	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	%	97.8	%	98.7	%	98.7	%	2,959,990		29.39
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	%	244,279		2.29
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	%	1,207,898		7.12
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	%	1,050,669		21.31

Total Suburban Properties					—	3,375,703	1,210,460	4,586,163	—		98.6	%	86.8	%	95.5	%	95.6	%	$	67,161,958	$	16.28

Acadia Share Total Suburban Properties					—	2,633,530	1,071,511	3,705,041	—		98.1	%	87.0	%	96.0	%	96.1	%	$	51,756,472	$	15.68

TOTAL CORE PROPERTIES					986,133	3,702,760	1,508,055	6,196,948	96.0	%	98.7	%	87.8	%	95.6	%	95.8	%	$	159,631,707	$	28.15

Acadia Share Total Core Properties					790,810	2,960,587	1,355,755	5,107,151	97.7	%	99.6	%	88.0	%	96.3	%	96.5	%	$	130,422,144	$	27.98


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

Target	3	302,586	$	6,979,025	5.9	%	5.4	%

H & M	2	80,386	5,309,815		1.6	%	4.1	%

Royal Ahold ²	4	207,513	3,639,387		4.1	%	2.8	%

Best Buy	2	86,686	3,594,913		1.7	%	2.8	%

Walgreens	5	78,254	3,468,966		1.5	%	2.7	%

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

Ascena Retail Group ⁴	5	23,233	2,502,539		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	%

TJX Companies ⁵	8	209,198	2,049,901		4.1	%	1.6	%

Home Depot	3	312,718	1,827,600		6.1	%	1.4	%
Lululemon	2	5,349	1,506,641		0.1	%	1.2	%
Gap	3	28,643	1,467,852		0.6	%	1.1	%
Sleepy's	10	45,576	1,348,089		0.9	%	1.0	%
DSW	2	35,842	1,287,260		0.7	%	1.0	%
Citibank	4	16,160	1,233,029		0.3	%	0.9	%
Kmart	3	273,969	1,170,078		5.4	%	0.9	%
Pier 1 Imports	4	32,389	1,121,852		0.6	%	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	%
TOTAL	75	2,103,248	$	48,539,024	41.3	%	37.3	%


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	—	—	—	%	—		—	%	—	—	—		$	—	—		9	33,112	2.5	%	$	18.16	1.6	%	9	33,112	0.6	%	$	18.16	0.4	%
2016	3	26,453	2.8	%	38.73		1.4	%	2	127,525	3.7	%	12.12		3.1	%	10	30,854	2.3	%	25.24		2.0	%	15	184,832	3.3	%	18.12		2.1	%
2017	13	43,550	4.6	%	96.81		5.9	%	7	321,386	9.4	%	11.53		7.5	%	51	203,186	15.3	%	31.21		16.6	%	71	568,122	10.0	%	25.11		8.9	%
2018	9	123,001	13.0	%	72.01		12.3	%	8	472,193	13.9	%	18.12		17.3	%	58	181,964	13.7	%	30.43		14.5	%	75	777,158	13.7	%	29.53		14.4	%
2019	13	74,265	7.8	%	77.05		7.9	%	9	334,577	9.8	%	8.82		6.0	%	32	97,514	7.4	%	25.31		6.5	%	54	506,356	8.9	%	22.00		7.0	%
2020	16	49,951	5.3	%	98.18		6.8	%	9	488,606	14.4	%	12.49		12.3	%	28	88,311	6.7	%	25.14		5.8	%	53	626,868	11.1	%	21.10		8.3	%
2021	21	108,801	11.5	%	63.19		9.5	%	11	425,753	12.5	%	11.69		10.1	%	34	164,132	12.4	%	23.20		10.0	%	66	698,686	12.3	%	22.42		9.8	%
2022	10	59,937	6.3	%	82.03		6.8	%	2	69,837	2.1	%	26.15		3.7	%	21	86,831	6.6	%	27.52		6.3	%	33	216,605	3.8	%	42.16		5.7	%
2023	10	54,026	5.7	%	75.52		5.7	%	5	205,067	6.0	%	17.92		7.4	%	14	80,049	6.0	%	29.30		6.1	%	29	339,142	6.0	%	29.78		6.3	%
2024	14	95,778	10.1	%	79.66		10.6	%	7	330,390	9.7	%	20.41		13.6	%	22	107,453	8.1	%	29.11		8.2	%	43	533,621	9.4	%	32.79		11.0	%
2025	11	44,800	4.7	%	101.40		6.3	%	6	178,571	5.3	%	18.57		6.7	%	25	82,693	6.2	%	40.17		8.7	%	42	306,064	5.4	%	36.53		7.0	%
Thereafter	24	265,673	28.2	%	72.35		26.8	%	10	447,087	13.2	%	13.46		12.3	%	23	167,671	12.8	%	31.51		13.7	%	57	880,431	15.5	%	34.67		19.1	%
Total	144	946,235	100.0	%	$	76.08	100.0	%	76	3,400,992	100.0	%	$	14.53	100.0	%	327	1,323,770	100.0	%	$	28.87	100.0	%	547	5,670,997	100.0	%	$	28.15	100.0	%


										254,916	Anchor GLA Owned by Tenants															254,916	Anchor GLA Owned by Tenants
		39,898	Total Vacant							46,852	Total Vacant							184,285	Total Vacant							271,035	Total Vacant
		986,133	Total Square Feet							3,702,760	Total Square Feet							1,508,055	Total Square Feet							6,196,948	Total Square Feet


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



Core Portfolio - New and Renewal Rent Spreads ¹



	Period ended						3 months ended				3 months ended				3 months ended
	September 30, 2016						September 30, 2016				June 30, 2016				March 31, 2016
	GAAP ³			Cash ²			GAAP ³	Cash ²			GAAP ³			Cash ²	GAAP ³		Cash ²
New leases
Number of new leases executed	15						4				8				3
GLA	67,060						14,444				36,678				15,938
New base rent	$	35.90		$	31.91		$46.35	$	42.63		$	35.99		$30.86	$	26.21	$	24.60
Previous base rent	$	29.19		$	29.66		$37.34	$	37.73		$	27.92		$28.58	$24.73		$24.85
Average cost per square foot	$56.43						$46.01				$55.65				$67.66
Weighted Average Lease Term (years)	9.4						8.1				9.4				10.7
Percentage growth in base rent	23.0		%	7.6		%	24.1%	13.0		%	28.9		%	8.0%	6.0%		-1.0%

Renewal leases
Number of renewal leases executed	33						11				13				9
GLA	237,822						53,664				157,081				27,077
New base rent	$	27.46		$	24.77		$63.69	$	52.18		$	14.99		$14.95	$28.04		$27.45
Expiring base rent	$	21.09		$	21.25		$41.35	$	41.51		$	13.47		$13.57	$25.14		$25.61
Average cost per square foot	$7.50						$23.46				$3.34				$0.00
Weighted Average Lease Term (years)	5.2						5.5				4.8				6.8
Percentage growth in base rent	30.2		%	16.6		%	54.0%	25.7		%	11.3		%	10.2%	11.5%		7.2%

Total new and renewal leases
Number of new and renewal leases executed	48						15				21				12
GLA commencing	304,882						68,108				193,759				43,015
New base rent	$	29.32		$	26.34		$60.01	$	50.15		$	18.97		$17.96	$27.36		$26.39
Expiring base rent	$	22.87		$	23.10		$40.50	$	40.71		$	16.21		$16.41	$24.99		$25.33
Average cost per square foot	$18.26						$28.24				$13.24				$25.07
Weighted Average Lease Term (years)	6.1						6.1				5.7				8.2
Percentage growth in base rent	28.2		%	14.0		%	48.2%	23.2		%	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		3 months ended		Prior Year ended
	September 30, 2016		September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015

Leasing Commissions	$	1,865	$	1,726	$	122	$	17	$ 1,566
Tenant Improvements	7,172		3,063		1,880		2,229		6,349
Capital Expenditures	809		414		111		284		3,602
Total Capital Expenditures	$	9,846	$	5,203	$	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	6,542,112		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	1,274,966		23,531	412,027	226,181	84,655		121,413
	Halsted and Armitage Collection - 9 properties	Chicago	IL	1,836,882		44,658	459,787	253,670	87,884		124,716
	North Lincoln Park Chicago Collection - 6 properties	Chicago	IL	1,697,089		50,961	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
	Sullivan Center	Chicago	IL	6,363,782		176,181	315,044	172,337	84,774		121,354
	State and Washington	Chicago	IL	2,969,482		78,819	319,013	175,137	85,283		122,332
	151 N. State Street	Chicago	IL	1,300,000		27,385	316,258	174,463	86,253		123,944
	North and Kingsbury	Chicago	IL	1,569,911		41,700	444,732	243,136	88,090		124,541
	Concord and Milwaukee	Chicago	IL	392,131		13,105	556,647	264,627	78,354		108,458
	California and Armitage	Chicago	IL	625,056		18,275	507,030	206,767	71,694		95,959
	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	2,055,013		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	478,227		14,590	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	951,287		40,320	1,291,756	465,763	38,768		54,670
	868 Broadway	Manhattan	NY	723,607		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	2,133,910		13,838	947,607	456,018	99,453		143,703
	131-135 Prince Street	Manhattan	NY	1,307,412		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	1,508,050		6,920	1,281,731	632,833	95,164		146,082
	City Center	San Francisco	CA	7,633,875		204,648	557,546	265,526	93,972		123,141
	1739-53 & 1801-03 Connecticut Avenue	Washington	DC	1,246,516		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	16,224,465		242,582	348,300	168,842	105,924		140,128
	330-340 River Street	Cambridge	MA	1,200,045		54,226	60,627	23,074	71,146		98,613
		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							510,154	249,769	$	92,139	$	129,261





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	$	3,866,697	149,070	259,304	86,978	$	63,742	$	77,058
	Marketplace of Absecon	Absecon	NJ	1,382,250		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	2,707,194		87,128	68,019	23,288	116,226		137,508
	Branch Plaza	Smithtown	NY	2,830,153		123,339	68,304	23,386	115,878		137,445
	Amboy Center	Staten Island	NY	2,052,621		63,290	151,775	56,542	89,341		106,873
	Pacesetter Park Shopping Center	Pomona	NY	1,268,225		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	6,676,534		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	2,283,631		90,589	25,914	8,971	111,367		163,167
	Town Line Plaza	Rocky Hill	CT	1,753,151		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	1,814,322		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	2,046,885		101,655	52,886	21,589	55,787		73,019
	Hobson West Plaza	Naperville	IL	1,162,266		99,137	94,454	34,754	111,835		136,024
	Merrillville Plaza	Hobart	IN	3,286,450		236,087	23,890	10,378	52,547		62,045
	Bloomfield Town Square	Bloomfield Hills	MI	3,318,929		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	244,279		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	1,207,898		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	1,050,669		216,278	89,142	35,340	85,339		104,727

Total Core Suburban Properties
Weighted Average - Based on annual base rent							88,686	31,678	$	84,889	$	106,647

Total Core Properties
Weighted Average - Based on annual base rent							358,663	171,722	$	91,248	$	123,167

	Brandywine/Market Square/Naamans Rd ¹	Wilmington	DE	$	16,048,545	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	3,524,106		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							1,182,246	420,689	$	37,681	$	51,120

	Fund III
	Cortlandt Town Center	Mohegan Lake	NY	$	10,140,682	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	1,136,858		32,287	206,214	72,258	107,004		133,225
	Nostrand Avenue	Brooklyn	NY	1,552,172		42,628	557,993	208,399	53,348		73,497
	Arundel Plaza	Glen Burnie	MD	1,146,390		265,116	82,700	30,706	66,046		75,118
Fund III
Weighted Average - Based on annual base rent							211,435	90,215	$	83,450	$	100,527

	Fund IV
	1151 Third Avenue	Manhattan	NY	$	1,741,363	13,250	1,341,217	671,192	$	97,828	$	149,447
	17 East 71st Street	Manhattan	NY	1,848,724		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	1,835,118		152,509	107,082	37,309	124,146		152,301
	2819 Kennedy Boulevard	North Bergen	NJ	1,147,458		47,539	545,022	250,369	88,476		125,892
	Restaurants at Fort Point	Boston	MA	312,019		15,711	364,574	154,393	74,541		102,989
	Promenade at Manassas	Manassas	VA	3,533,259		265,442	56,086	18,145	76,581		88,116
	Lake Montclair	Prince William County	VA	1,950,075		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	2,296,217		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	3,284,796		100,660	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
	Wake Forest	Wake Forest	NC	2,846,964		—	33,944	12,607	82,097		97,891
	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							352,100	166,675	$	79,740	$	103,527
Total - Funds
Weighted Average - Based on annual base rent							415,632	174,787	$	75,404	$	95,566

Fund Overview

As of September 30, 2016

I. KEY METRICS

Note

Fund I

Fund II

Fund III

Fund IV

Fund V

Total

General Information:

Vintage

Sep-2001

Jun-2004

May-2007

May-2012

Aug-2016

Fund Size

$90.0 Million

$300.0 Million

$502.5 Million

$540.6 Million

$520.0 Million

$1,953.1 Million

Acadia's Commitment

$20.0 Million

$85.0 Million

$123.3 Million

$125.0 Million

$104.5 Million

$457.8 Million

Acadia's Pro Rata Share

22.2

28.3

24.5

23.1

20.1

23.4%

Acadia's Promoted Share

37.8

42.7

39.6

38.5

36.1

38.8%

Preferred Return

9.0

8.0

6.0

6.4%

Current-Quarter, Fund-Level Information:

Cumulative Contributions

$86.6 Million

$300.0 Million

$396.7 Million

$290.5 Million

$0.0 Million

$1,073.8 Million

Cumulative Net Distributions

$194.5 Million

$131.6 Million

$509.8 Million

$101.9 Million

$0.0 Million

$937.9 Million

Net Distributions/Contributions

224.6

43.9

128.5

35.1

87.3%

Unfunded Commitment

$0.0 Million

$47.1 Million

$53.3 Million

$239.5 Million

$520.0 Million

$859.9 Million

Acquisition Dry Powder

⁴

$520.0 Million

Investment Period Closes

Closed

Aug-2019

Currently in a Promote Position? (Yes/No)

Yes

II. FEES & PRIORITY DISTRIBUTIONS EARNED BY ACADIA

Type:

Applicable to

Description

Asset Management

⁵

Fund I, II & III

1.5% of Implied Capital

Asset Management

⁵

Fund IV & V

1.5% of Implied Capital during the investment period, 1.25% of Implied Capital post-investment period

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 & V

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, to acquire new identified Fund IV investments and to make new Fund V 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.

⁴

Unfunded Commitments available to deploy into new unidentified investments

⁵

Implied Capital is Fund Size less capital attributed to sold investments or released. Post-investment period, Fund IV Implied Capital also excludes $50.0 million of general reserves.



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	%	3,524,106		34.25

Total - Fund II				—	226,004	89,424	315,428	—		51.2	%	52.8	%	51.6	%	56.7	%	$	6,098,106	$	37.44

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	%	89.5	%	97.3	%	97.3	%	10,140,682		16.40
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	%	66.0	%	80.2	%	80.2	%	1,136,858		43.90
Nostrand Avenue	—	2013	100.0%	—	—	42,628	42,628	—		—		77.3	%	77.3	%	77.3	%	1,552,172		47.09

MID-ATLANTIC
Maryland
Arundel Plaza	Giant Food, Lowe's	2012	94.3%	—	231,920	33,196	265,116	—		77.6	%	42.5	%	73.2	%	73.2	%	1,146,390		5.91

Total - Fund III				7,156	717,847	257,621	982,624	87.1	%	92.8	%	79.7	%	89.3	%	89.3	%	$	15,396,224	$	17.55

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	%	1,741,363		131.42
17 East 71st Street	The Row	2014	100.0%	8,432	—	—	8,432	100.0	%	—		—		100.0	%	100.0	%	1,848,724		219.25
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	77,672	152,509	—		52.4	%	90.7	%	71.9	%	71.9	%	1,835,118		16.74
2819 Kennedy Boulevard	Aldi	2013	98.6%	—	46,003	1,536	47,539	—		100.0	%	100.0	%	100.0	%	100.0	%	1,147,458		24.14

BOSTON
Massachusetts



Restaurants at Fort Point	—	2016	100.0%	15,711	—	—	15,711	100.0	%	—		—		100.0	%	100.0	%	312,019		19.86

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	%	3,533,259		13.51
Lake Montclair	Food Lion	2013	100.0%	—	33,000	72,832	105,832	—		100.0	%	94.6	%	96.3	%	96.3	%	1,950,075		19.14

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	%	69.4	%	70.6	%	70.6	%	2,296,217		14.06

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%	100,660	—	—	100,660	87.9	%	—		—		87.9	%	87.9	%	3,284,796		37.14

North Carolina
Wake Forest Crossing	Walgreens, Nordstrom Rack, H & M	2016	100.0%	—	113,353	89,653	203,006	—		100.0	%	93.5	%	97.1	%	97.9	%	2,846,964		14.44

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				200,676	683,122	381,316	1,265,114	78.3	%	87.9	%	89.1	%	86.7	%	86.8	%	$	23,932,684	$	21.82


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 21 of the 24 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	%	6,098,106		37.44		100.0	%
Total	10	162,881	100.0	%	$	6,098,106	$	37.44	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	8	9,565	1.1	%	$	83,595	$	8.74	0.5	%	6	8,375	0.8	%	$	266,013	$	31.76	1.1	%
2016	7	11,915	1.4	%	421,271		35.36		2.7	%	—	—	—	%	—		—		—	%
2017	19	64,611	7.4	%	1,323,127		20.48		8.6	%	18	108,083	9.9	%	2,711,667		25.09		11.3	%
2018	22	264,272	30.0	%	3,843,698		14.54		25.0	%	20	62,998	5.7	%	1,270,848		20.17		5.3	%
2019	14	258,345	29.3	%	2,500,632		9.68		16.2	%	15	104,768	9.6	%	1,947,167		18.59		8.1	%
2020	10	12,748	1.5	%	384,896		30.19		2.5	%	14	62,313	5.7	%	1,536,228		24.65		6.4	%
2021	6	42,811	4.9	%	657,209		15.35		4.3	%	12	67,055	6.1	%	1,182,763		17.64		4.9	%
2022	5	79,699	9.1	%	1,732,459		21.74		11.3	%	6	96,267	8.8	%	1,154,957		12.00		4.8	%
2023	6	26,044	3.0	%	1,245,733		47.83		8.1	%	5	49,536	4.5	%	829,278		16.74		3.5	%
2024	7	53,536	6.1	%	1,081,839		20.21		7.0	%	7	82,743	7.5	%	2,156,386		26.06		9.0	%
2025	7	11,262	1.3	%	473,287		42.03		3.1	%	21	88,190	8.0	%	4,467,273		50.66		18.7	%
Thereafter	12	42,695	4.9	%	1,648,478		38.61		10.7	%	26	366,671	33.4	%	6,410,104		17.48		26.8	%
Total	123	877,503	100.0	%	$	15,396,224	$	17.55	100.0	%	150	1,096,999	100.0	%	$	23,932,684	$	21.82	100.0	%

		105,121	Total Vacant									407,866	Total Vacant
		982,624	Total Square Feet									1,504,865	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	69% ²	Century 21, CityTarget, Alamo Drafthouse	$	388.7	³	$	11.3	to	$	31.3	³	$	400.0	to	$	420.0	³	$	239.8
Sherman Plaza	99.1	%	New York, NY	TBD		TBD		—	TBD	36.9			TBD			TBD			TBD			TBD			14.3
										$	425.6		TBD			TBD			TBD			TBD			$	254.1

FUND III

Cortlandt Crossing	100.0	%	Mohegan Lake, NY	2018		130,000		50%	TBD	$	19.2		$	35.8	to	$	45.8		$	55.0	to	$	65.0		$	—
3104 M Street NW	80.0	%	Washington, D.C.	2017		10,000		15%	TBD	8.1			0.2		to	0.9			8.3		to	9.0			4.2
Broad Hollow Commons	100.0	%	Farmingdale, NY	2018		180,000 - 200,000		—	TBD	15.5			34.5		to	44.5			50.0		to	60.0			—
										$	42.8		$	70.5		$	91.2		$	113.3		$	134.0		$	4.2


FUND IV

210 Bowery	100.0	%	New York, NY	2017		16,000		—	TBD	$	18.9		$	3.1	to	$	5.1		$	22.0	to	$	24.0		$	4.7
Broughton Street Portfolio ⁵	50.0	%	Savannah, GA	2016		190,000		80%	J. Crew, Lululemon, H&M	75.3			4.7		to	9.7			80.0		to	85.0			30.0
27 E. 61st Street	100.0	%	New York, NY	2017		9,500		—	TBD	21.8			1.0		to	5.0			22.8		to	26.8			—
801 Madison Avenue	100.0	%	New York, NY	2017		5,000		20%	TBD	34.9			1.1		to	6.1			36.0		to	41.0			—
650 Bald Hill Road	90.0	%	Warwick, RI	2017		161,000		34%	Burlington Coat Factory	20.5			7.0		to	12.0			27.5		to	32.5			—
										$	171.4		$	16.9		$	37.9		$	188.3		$	209.3		$	34.7

CORE

613-623 West Diversey	100.0	%	Chicago, IL	2018		TBD		—	TBD	$	11.8		TBD			TBD			TBD			TBD			$	—
										$	11.8		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 24 buildings, including 21 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	$	651.6

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	(46.7		)
Development costs of unconsolidated properties	(95.8		)
Deferred costs and other amounts	1.8

Total per consolidated balance sheet	$	676.6

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.