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RioCan Real Estate Investment Trust Announces 7% Growth in Operating Funds From Operations in the Second Quarter of 2015

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TORONTO, ONTARIO--(Marketwired - July 31, 2015) - RioCan's (TSX:REI.UN) HIGHLIGHTS for the three and six months ended June 30, 2015 were:



-- RioCan's Operating Funds From Operations ("Operating FFO") for the three
months ended June 30, 2015 ("Second Quarter") was $136 million or $0.43
per Unit compared to $127 million or $0.42 per Unit for the second
quarter in 2014, representing an increase of $8.8 million or 6.9%. On a
per Unit basis, Operating FFO increased by $0.01 per Unit or 2.4%;
-- RioCan's Operating FFO increased 7.9% to $274 million for the six months
ended June 30, 2015 compared to $254 million for the same period in
2014. On a per unit basis, Operating FFO increased by $0.03 or 3.6% to
$0.86 compared to $0.83 for 2014;
-- RioCan's concentration of rental revenue in Canada's six major markets
as at June 30, 2015 increased to 74.4% from 73.0% as at June 30, 2014;
-- Committed occupancy declined to 93.9% as of June 30, 2015, compared to
96.9% at June 30, 2014, of which 2.7% relates to Target Canada
Corporation ("Target Canada") disclaiming 18 leases during the quarter;
-- During the Second Quarter, RioCan renewed 1.1 million square feet in the
Canadian portfolio at an average rent increase of $1.61 per square foot,
representing an increase of 9.8%;
-- RioCan's retention rate in Canada was 89.9% for the Second Quarter
compared to 88.8% for the same period in 2014;
-- RioCan's development pipeline achieved a number of milestones this past
quarter. RioCan and its partners received an Official Plan Amendment
from The City of Toronto on The Well, zoning approval for the
redevelopment proposal at RioCan Yonge Sheppard Centre, and subsequent
to the quarter end received zoning approval at its development project
at King Street & Portland Street;
-- Subsequent to the quarter end, RioCan and Hudson's Bay Company ("HBC")
completed the first tranche in a strategic joint venture focused on
retail real estate growth opportunities in Canada. The joint venture
will enable RioCan and HBC to build on the strength of existing real
estate assets through potential future redevelopment, as well as
identify retail and enclosed mall acquisitions; and
-- RioCan will undertake a strategic review and explore various strategic
alternatives regarding its U.S. operations.



RioCan Real Estate Investment Trust ("RioCan") today announced its financial results for the three and six months ended June 30, 2015.

"Through the first half of 2015, RioCan has been able to generate consistent Operating FFO growth reflecting the resilience of RioCan's portfolio during what has been a challenging period. The development portfolio, which will be an important contributor to RioCan's future growth is progressing as expected with approvals received on a number of our key mixed use projects in the Toronto area," said Edward Sonshine, Chief Executive Officer of RioCan.

Financial Highlights

All figures in Canadian dollars unless otherwise noted. RioCan's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). Consistent with RioCan's management framework, management uses certain financial measures to assess RioCan's financial performance, which are not generally accepted accounting principles (GAAP) under IFRS. For a full definition of these measures, please refer to the "Use of Non-GAAP Measures" in RioCan's Second Quarter 2015 Management Discussion and Analysis.




Three months Six months
ended June 30, ended June 30,
----------------------------------------------------
(in millions except
percentages and per
unit values) 2015 2014 % Change 2015 2014 % Change
----------------------------------------------------------------------------
Operating FFO (i) $ 136 $ 127 6.9% $ 274 $ 254 7.9%
Operating FFO per Unit $ 0.43 $ 0.42 2.4% $ 0.86 $ 0.83 3.6%
----------------------------------------------------------------------------

(i) A non-GAAP measurement. A reconciliation to net earnings can be found
under "Results of Operations" in RioCan's Management's Discussion and
Analysis for the period ending June 30, 2015.


Three months Six months
ended June 30, ended June 30,
----------------------------------------------------
(in millions except
percentages and per
unit values) 2015 2014 % Change 2015 2014 % Change
----------------------------------------------------------------------------
Net earnings
attributable to common
and preferred
unitholders $ 86 $ 159 (45.8)% $ 175 $ 330 (46.9)%
Net earnings before
taxes and fair value
adjustment $ 138 $ 133 3.8% $ 236 $ 239 (1.2)%
Net earnings per Unit
attributable to common
unitholders - basic $0.26 $0.51 (49.0)% $0.53 $1.06 (50.0)%
----------------------------------------------------------------------------


June 30, December 31,
(in millions) 2015 2014
------------------------------------------------------------
Total enterprise value (i) $15,556 $ 15,116
Total assets $ 15,104 $ 14,678
Debt (ii) $ 6,732 $ 6,444
------------------------------------------------------------





(i) A non-GAAP measurement. Calculated by the Trust as debt at RioCan's
interest plus common Unit market capitalization plus total Preferred Unit
market capitalization.
(ii) Debt is defined as the sum of mortgages payable, mortgages held for
sale, lines of credit, and debentures payable.



Second Quarter 2015:
Net earnings attributable to Unitholders and preferred unitholders for the second quarter of 2015 was $86 million compared to $159 million for the same period in 2014, representing a decrease of $73 million.

Excluding a $77 million decline in gross fair value adjustments from a fair value gain of $25 million in second quarter 2014 to a fair value loss of $52 million this quarter and a gross decline of $5.5 million in income from equity accounted investments, net earnings attributable to unitholders increased by $10 million mainly due to higher Operating FFO.

The fair value loss this quarter is primarily due to property specific valuation adjustments resulting from interior renovation costs at some of RioCan's enclosed malls.

Operating FFO for the second quarter of 2015 was $136 million or $0.43 per Unit compared to $127 million or $0.42 per Unit for the second quarter in 2014, representing an increase of approximately $9 million or 6.9%. On a per Unit basis, Operating FFO increased by $0.01 per Unit or 2.4%.

The increase in Operating FFO is mainly due to the following:



-- higher net operating income of $8 million principally due to the
following: acquisitions, net of dispositions (completed over the last 12
months); additional income property NLA resulting from completion of
development projects; and a $4.8 million higher foreign currency gain
from U.S. operations, partly offset by lower Canadian same store NOI
primarily due to higher vacancies;
-- higher fees and other income of $3.8 million due to higher investment
income and construction fees from joint arrangement projects;
partly offset by the following:
-- higher interest expense of $1.7 million, mainly due to an unfavourable
foreign exchange impact on U.S. dollar denominated debt, partially
offset by interest savings through the refinancing of maturing mortgages
and debentures at lower interest rates.



The overall favorable impact of foreign exchange on net earnings and Operating FFO of $3.6 million, includes $4.8 million higher foreign currency gains in NOI, partly offset by $1.2 million higher interest expense on U.S. dollar denominated debt.

Year to Date 2015

Net earnings attributable to Unitholders and preferred unitholders for the six months ended June 30, 2015 was $175 million compared to $330 million for the same period in 2014, a decrease of $155 million.

Excluding a $153 million decline in gross fair value adjustments from a fair value gain of $93 million during the first half of 2014 compared to a fair value loss of $60 million during the first half in 2015, a gross decline of $6.7 million in income from equity accounted investments, early debt redemption charges of $9.9 million and higher transaction costs of $1.7 million, net earnings attributable to unitholders increased by $16 million mainly driven by higher Operating FFO.

The fair value loss for the six months ended June 30, 2015 was primarily due to property specific valuation adjustments resulting from interior renovation costs at some of RioCan's enclosed malls and certain tenant vacancies, partly offset by continued capitalization rate compression mainly in the U.S. Capitalization rates as at June 30, 2015, decreased by four basis points in the U.S. as compared to December 31, 2014.

Operating FFO at RioCan's interest for the first six months of 2015 was $274 million or $0.86 per Unit, compared to $254 million or $0.83 per Unit for the same period in 2014, representing an increase of $20 million or 7.9%. On a per Unit basis, Operating FFO increased by $0.03 per Unit or 3.6%. The increase in Operating FFO is mainly due to the following:



-- higher net operating income of $22 million principally due to the
following: acquisitions, net of dispositions (completed over the last 12
months); additional income property NLA resulting from completion of
development projects; and a $9.7 million higher foreign currency gain
from U.S. operations, partly offset by lower Canadian same store NOI
primarily due to higher vacancies;
-- higher fees and other income of $6.3 million due to an increase in
investment income and development fees from joint arrangement projects;
partly offset by the following:
-- lower interest income of $2.8 million mostly due to the impact of the
settlement of certain mezzanine loans during the first half of 2014 in
connection with the acquisition of interests in three development
projects;
-- higher interest expense of $1.9 million, mainly due to an unfavourable
foreign exchange impact on U.S. dollar denominated debt, partially
offset by interest savings through the refinancing of maturing mortgages
and debentures at lower interest rates; and
-- higher general and administrative expenses of $3.6 million primarily due
to the timing of recognition of variable compensation and a change in
the timing of the Trust's merit based salary increases. RioCan expects
to realize a partial offset in compensation costs in the second half of
2015 due to the timing of certain expenses and anticipates modest growth
in full year general and administrative expense as compared to 2014.



The overall favourable impact of foreign exchange on net earnings and Operating FFO of $6.6 million, includes $9.7 million higher foreign currency gains in NOI, partially offset by $3.1 million in higher interest expense on U.S. dollar denominated debt.
Same Store and Same Property NOI




Three months Six months
ended June 30, ended June 30,
----------------------------------------
2015 2014 2015 2014
----------------------------------------------------------------------------
Canada (i)
Same Store Growth (1.4%) 2.0% (0.7%) 2.7%
Same Property Growth (1.1%) 1.7% (0.5%) 2.2%
United States (i)
Same Store Growth 2.0% 1.4% 2.0% 2.1%
Same Property Growth 1.6% 1.4% 1.6% 2.1%
----------------------------------------------------------------------------

(i) Refers to same store and same property NOI growth on a year over year
basis. U.S. same store and same property growth is calculated in U.S.
dollars. For the three months ended June 30, 2015, same store growth has not
been significantly impacted by the disclaimed leases because RioCan
continued to earn rental revenue from Target Canada over this period.



Corporate Developments

Since RioCan expanded its property portfolio into the United States during the fourth quarter of 2009, that portfolio has been an important contributor to RioCan's growth profile. RioCan has benefited from the growth in the value of the U.S. portfolio, both from an asset value and currency perspective, as well as from the cash flow generated by the U.S. portfolio. Given that RioCan views the market in the U.S. as having become more competitive as capitalization rates have compressed and more investors with low costs of capital have entered it, RioCan has determined to undertake a strategic review of its U.S. operations. To assist with this strategic review, RioCan has engaged Morgan Stanley and RBC Capital Markets. RioCan has received approval from its Board of Trustees to explore various strategic alternatives regarding its U.S. operations. These strategic alternatives will include, but are not limited to, continuing to operate and invest in the U.S. portfolio, the sale of some or all of its properties in the U.S., and other strategic joint venture alternatives. RioCan is in the early stages of its review and there can be no assurance that any transaction will occur.

Operational Highlights




(thousands of square feet, thousands of dollars, except where otherwise
noted)

2015 2014 2013
----------------------------------------------------------------
Second First Fourth Third Second First Fourth Third
quarter quarter quarter quarter quarter quarter quarter quarter
----------------------------------------------------------------
Committed
occupancy
(i) 93.9% 96.7% 97.0% 97.0% 96.9% 96.8% 96.9% 97.0%
Economic
occupancy
(i) 92.8% 95.5% 96.0% 96.0% 95.9% 95.7% 95.8% 95.5%
NLA leased
but not
paying rent 544 623 512 488 520 519 542 716
Annualized
rental
impact $16,763 $17,580 $15,696 $15,588 $15,336 $12,912 $14,004 $16,668
Retention
rate -
Canada 89.9% 90.0% 85.0% 91.7% 88.8% 91.2% 97.0% 91.1%
% increase
in average
net rent
per sq ft -
Canada 9.8% 9.8% 11.8% 12.9% 13.9% 7.0% 8.8% 11.2%
Retention
rate - U.S. 91.7% 64.3% 78.3% 92.2% 97.3% 86.4% 98.2% 98.4%
% increase
in average
net rent
per sq ft -
U.S. 10.6% 8.3% 7.8% 9.3% 7.0% 8.3% 4.8% 3.8%
(i) During the quarter, Target Canada disclaimed 18 leases in properties
owned by RioCan and is no longer a tenant of RioCan. Accordingly, certain
operating performance metrics included in the above table (committed and
economic occupancy rates and average in place rents for Canada), report
RioCan's tenant portfolio as at June 30, 2015, on a prospective basis, thus
excluding the disclaimed Target properties.



Highlights



-- Reflecting the strength of RioCan's locations, the Trust renewed 1.1
million square feet in the Canadian portfolio at an average rent
increase of $1.61 per square foot, representing an increase of 9.8%
while retaining 89.9% of its tenants in the Second Quarter. In the same
period of 2014, RioCan achieved an average rent increase of 13.9% ($2.26
per square foot), while retaining 88.8% of its tenants;
-- In the six months ended June 30, 2015, the Trust renewed 2.2 million
square feet in the Canadian portfolio at an average rent increase of
$1.66 per square foot, representing an increase of 9.8% while retaining
89.8% of its tenants. In the same period of 2014, RioCan achieved an
average rent increase of 11.4% ($1.84 per square foot), while retaining
90.2% of its tenants;
-- In the U.S., RioCan renewed 91,000 square feet at an average rent
increase of US$2.18 per square foot, representing an increase of 10.6%
while retaining 91.7% of its tenants in the Second Quarter. In the same
period of 2014, RioCan achieved an average rent increase of 7.0%
(US$1.44 per square foot), while retaining 97.3% of its tenants;
-- In the six months ended June 30, 2015 in the U.S., RioCan renewed
155,000 square feet at an average rent increase of US$1.94 per square
foot, representing an increase of 9.7% while retaining 77.0% of its
tenants. In the same period of 2014, RioCan achieved an average rent
increase of 7.8% (US$1.60 per square foot), while retaining 93.4% of its
tenants;
-- Consistent with RioCan's stated Canadian strategy, its portfolio is
concentrated in Canada's six major markets (consisting of Calgary,
Edmonton, Montreal, Ottawa, Toronto and Vancouver). Assets in these
markets contribute approximately 74.4% of RioCan's Canadian annualized
rental revenue (73.0% at June 30, 2014);
-- Due primarily to the departure of Target Canada, the percentage of
annualized rental revenue generated by national and anchor tenants in
Canada declined to 83.7% of RioCan's total annualized rental revenue as
at June 30, 2015, as compared to 86.6% as at June 30, 2014. Also, Target
Canada's departure negatively impacted RioCan's committed occupancy by
2.7%, which declined to 93.9% as at June 30, 2015, compared to 97.0% at
December 31, 2014; and
-- No individual tenant comprised more than 4.0% of annualized rental
revenue. At June 30, 2015, Loblaws (which includes Shoppers Drug Mart)
was RioCan's largest tenant as measured by annualized gross rent.



Target Canada Corporation

As at June 30, 2015, Target Canada had disclaimed 18 leases in properties owned by RioCan. Subsequent to the quarter end, one additional lease was disclaimed by Target Canada. The remaining seven leases that were not disclaimed have been assigned to new tenants (six to Lowes Canada, one to Canadian Tire). The new tenants assumed all obligations including the rental obligations on the closing date of the respective assignments.

RioCan is actively in discussion with potential retailers to backfill the vacant premises. For most of the disclaimed Target Canada leases, it is unlikely that a single tenant will be found to utilize the entirety of such space, consequently there will likely be a need to break-up the space which will require incremental capital expenditures and time to complete the related work. We believe it will take an estimated 18 to 24 months for a new tenant to commence paying rent in these reconfigured spaces taking into consideration lease negotiations, construction approvals, construction time and fitting out of such space. At this time, we have no estimate as to the potential outcome or the capital that will be required for the backfilling of these disclaimed premises. RioCan is working diligently to fill the disclaimed Target Canada lease space in the most efficient and effective manner possible. Over the long run, we believe that the re-tenanting of the larger Target boxes will result in a more diversified revenue stream and a better draw for consumers.

Under the terms of the Target Corporation ("Target Corp") indemnity agreements, RioCan is seeking rent otherwise due by Target Canada as well as damages arising as a result of the Target Canada defaults, including, but not limited to, certain capital expenditures, legal fees, and any other damages. RioCan is in discussions with Target Corp with regard to the resolution of the indemnity claims for which no payments have been received to date.

Portfolio Activity

During the three months ended June 30, 2015, RioCan completed one income property acquisition in the United States at a purchase price of approximately $3 million.

Acquisitions Completed Subsequent to Quarter End

Canada

Joint Venture with Hudson's Bay Company

On July 9, 2015, HBC and RioCan announced that they have closed the first tranche of the previously announced joint venture focused on real estate growth opportunities in Canada. The joint venture will enable HBC and RioCan to build on the strength of existing real estate assets and identify new real estate growth opportunities.
At the first tranche closing:



-- The joint venture entity (the RioCan-HBC JV) acquired properties at a
purchase price of approximately $1.6 billion, generating annual cash
rent of $81 million. New and assumed debt at the RioCan-HBC JV totals
$494 million, made up of $352 million in new debt, and assumed mortgages
of $142 million. Including RioCan's contributions of a 50% non-managing
interest in two mall properties in Ontario (Oakville Place and Georgian
Mall), the Trust has an initial equity stake of 13.4% in the RioCan-HBC
JV.



United States

On July 14, 2015 RioCan purchased a 100% interest in Stassney Heights at a purchase price of approximately US$19 million, representing a capitalization rate of 6.0%. Stassney Heights is a 103,000 square foot new format retail shopping centre anchored by Lowe's Home Improvement and Fiesta Mart located in Austin, Texas. The property was acquired free and clear of financing.

On July 14, 2015 RioCan purchased a 100% interest in McKinney Marketplace at a purchase price of approximately US$17 million, representing a capitalization rate of 6.7%. McKinney Marketplace is a 119,000 square foot grocery anchored shopping centre anchored by Albertson's (shadow anchor) and Kohl's located in McKinney (a suburb of Dallas), Texas. The property was acquired free and clear of financing.

Property Dispositions Completed Subsequent to Quarter End

On July 6, 2015, the Trust completed the disposition of its 80% non-managing interest in one income property in the U.S. that was accounted for using the equity method for total proceeds of $43 million (US$35 million) subject to working capital and other closing adjustments.

Development Activities

As at June 30, 2015, RioCan had ownership interests in 15 development projects that will, upon completion, comprise about 7.1 million square feet (4.0 million square feet at RioCan's interest). In addition to its development projects, RioCan continued its urban intensification activities, primarily in the Toronto, Ontario and Calgary, Alberta markets.

During the quarter:



-- RioCan and its co-owner, KingSett Capital Partners ("KingSett"),
received zoning approval for its redevelopment plans at RioCan Yonge
Sheppard Centre, in Toronto, Ontario.
-- RioCan and its partners, Allied Properties REIT ("Allied") and Diamond
Corporation, received an Official Plan Amendment from The City of
Toronto on The Well in Toronto, Ontario;
-- On June 29, 2015, RioCan completed the acquisition of the remaining 50%
interest in Calgary East Village from KingSett. The property is a 2.8
acre site located in the East Village area of downtown Calgary, Alberta.
RioCan now has a 100% interest in the site, which is one of downtown
Calgary's few remaining privately owned full city blocks. The remaining
50% interest was acquired at a purchase price of $18 million and was
acquired free and clear of financing. The site is zoned for the proposed
development and RioCan has submitted for a development permit, which the
Trust expects to be approved by the Calgary Planning Commission in Q3
2015. Development of this site is anticipated to commence in 2016;
-- Subsequent to the quarter end, RioCan and its co-owner, Allied, received
zoning approval for its development plans at King Street & Portland
Street in Toronto, Ontario; and
-- RioCan's retail expansion at the RioCan Yonge Eglinton Centre is nearing
completion. Winners and Cineplex took possession of their premises in
the Second Quarter of 2015 and are expected to commence operations
before the end of the year.



Residential Development

RioCan has filed applications for rezoning eight mixed use projects which, upon completion, should comprise a total of 5.7 million square feet, of which approximately 2.5 million square feet will be residential rental units held for long-term rental income; approximately 1.0 million square feet will be condominiums for sale; and 2.2 million square feet will be incremental commercial gross leasable area. This would permit RioCan to have an interest in approximately 2,883 residential units. The majority of these properties are located directly on, or in close proximity, to major transit lines such as the existing Toronto Transit Commissions' subway lines or The Crosstown Eglinton LRT line, which is currently under construction. The ability to intensify its existing retail properties into transit-oriented mixed use developments is indicative of both the locational attributes of RioCan's urban land holdings and its development capabilities.

Liquidity and Capital




Rolling 12 months ended
-------------------------------
June 30, December 31,
2015 2014
----------------------------------------------------------------------------
Interest coverage ratio - RioCan's interest 3.00x 2.89x
Debt service coverage ratio - RioCan's
interest 2.30x 2.20x
Fixed charge coverage ratio - RioCan's
interest 1.10x 1.08x
Net debt to Adjusted EBITDA ratio - RioCan's
interest 8.19x 8.09x
Net Operating debt to Operating EBITDA -
RioCan's interest 7.77x 7.67x
Unencumbered assets (millions) $2,983 $2,777
Unencumbered assets to unsecured debt 149% 149%
----------------------------------------------------------------------------



Financing Highlights for the Second Quarter

Credit Facilities

At June 30, 2015, RioCan has five revolving lines of credit in place having an aggregate capacity of $724 million with $572 million available to be drawn.

Term Financing

Canada



-- RioCan obtained approximately $69 million fixed-rate mortgage financing
during the quarter at an average interest rate of 2.36% and an average
term to maturity of 4.9 years.

-- During the quarter, RioCan completed the offering of an additional $175
million principal amount of Series Q debentures. The debentures carry a
coupon rate of 3.85% and will mature on June 28, 2019. The additional
Debentures were issued at a price of $107.31 per $100 principal amount
plus accrued interest, which equates to an effective yield of 2.04% if
held to maturity.



U.S.



-- During the quarter, RioCan obtained approximately $99 million of fixed-
rate mortgage financing in the U.S. at an average interest rate of 3.65%
and an average term to maturity of 7.7 years.



As a result of these activities in Canada and the U.S., RioCan has reduced its overall contractual interest rate on outstanding debt to 3.94% at June 30, 2015 from 4.12% at December 31, 2014.

RioCan's Unaudited Interim Condensed Consolidated Financial Statements and Management's Discussion and Analysis for the three and six months ended June 30, 2015 is available on RioCan's website at www.riocan.com.

Conference Call and Webcast

Interested parties are invited to participate in a conference call with management on Friday July 31, 2015 at 10:00 a.m. Eastern time. You will be required to identify yourself and the organization on whose behalf you are participating.

In order to participate, please dial 416-340-2216 or 1-800-355-4959. If you cannot participate in the live mode, a replay will be available until August 28, 2015. To access the replay, please dial 905-694-9451 or 1-800-408-3053 and enter passcode 9073012#.

Scheduled speakers include Edward Sonshine, O.Ont. Q.C., Chief Executive Officer, and Rags Davloor, President and Chief Operating Officer and Cynthia Devine, Executive Vice President, Chief Financial Officer and Corporate Secretary. Management's presentation will be followed by a question and answer period. To ask a question, press "star 1" on a touch-tone phone. The conference call operator will be notified of all requests in the order in which they are made, and will introduce each questioner.

Alternatively, to access the simultaneous webcast, go to the following link on RioCan's website http://investor.riocan.com/investor-relations/events-and-presentations/events/ and click on the link for the webcast. The webcast will be archived 24 hours after the end of the conference call and can be accessed for 120 days.

About RioCan

RioCan is Canada's largest real estate investment trust with a total enterprise value of approximately $15.6 billion as at June 30, 2015. It owns and manages Canada's largest portfolio of shopping centres with ownership interests in a portfolio of 353 retail properties containing approximately 79 million square feet, including 48 retail properties containing 13 million square feet in the United States as at June 30, 2015. RioCan's portfolio also includes 15 properties under development in Canada. For further information, please refer to RioCan's website at www.riocan.com.

Non-GAAP Measures

RioCan's consolidated financial statements are prepared in accordance with IFRS. Consistent with RioCan's management framework, management uses certain financial measures to assess RioCan's financial performance, which are not generally accepted accounting principles (GAAP) under IFRS. The following measures, RioCan's Interest, Funds From Operations ("FFO"), Operating Funds From Operations ("Operating FFO"), Adjusted Funds From Operations ("AFFO"), and Adjusted Earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), Operating EBITDA, Interest Coverage Ratio, Debt Service Coverage Ratio, Net Debt to Operating EBITDA, Net Operating Income ("NOI"), Same Store NOI, Same Property NOI, and Total Enterprise Value as well as other measures discussed elsewhere in this release, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. RioCan uses these measures to better assess the Trust's underlying performance and provides these additional measures so that investors may do the same. Non GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan's performance, liquidity, cash flow, and profitability. For a full definition of these measures, please refer to the "Use of Non-GAAP Measures" in RioCan's second quarter 2015 Management Discussion and Analysis.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. These information includes, but is not limited to, statements made in this News Release (including the sections entitled "Highlights for the three and six months ended June 30, 2015", "Financial Highlights", "Corporate Developments" "Leasing and Operational Highlights", "Portfolio Activity and Acquisition Pipeline", "Development Portfolio", and "Liquidity and Capital"), and other statements concerning RioCan's objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management's current beliefs and are based on information currently available to management. All forward-looking information in this News Release are qualified by these cautionary statements.

Forward-looking information is not a guarantee of future events or performance and, by its nature, is based on RioCan's current estimates and assumptions, which are subject to numerous risks and uncertainties, including those described under "Risks and Uncertainties" in RioCan's Management's Discussion and Analysis for the period ended June 30, 2015, which could cause actual events or results to differ materially from the forward-looking information contained in this News Release. Those risks and uncertainties include, but are not limited to, those related to: liquidity and general market conditions; tenant concentrations and related risk of bankruptcy or restructuring (and the terms of any bankruptcy or restructuring proceeding), occupancy levels and defaults, including the failure to fulfill contractual obligations by the tenant or a related party thereof; lease renewals and rental increases; the ability to re-lease and find new tenants for vacant space; retailer competition; access to debt and equity capital; interest rate and financing risk; joint ventures and partnerships; the relative illiquidity of real property; unexpected costs or liabilities related to acquisitions and dispositions; development risk associated with construction commitments, project costs and related approvals; environmental matters; litigation; reliance on key personnel; management information systems; unitholder liability; income and indirect taxes; U.S. investments, property management and foreign currency risk; and credit ratings.

RioCan currently qualifies as a real estate investment trust for tax purposes and intends to continue to qualify for future years. The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts which qualify as specified investment flow-through entities (the SIFT Provisions). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a real estate investment trust (REIT). Should RioCan no longer qualify as a REIT under the SIFT Provisions, certain statements contained in this MD&A may need to be modified.

The Trust's U.S. subsidiary qualifies as a REIT for U.S. income tax purposes. The subsidiary expects to distribute all of its U.S. taxable income (if any) to Canada and is entitled to deduct such distributions for U.S. income tax purposes. The subsidiary's qualification as a REIT depends on the REIT's satisfaction of certain asset, income, organizational, distribution, unitholder ownership and other requirements on a continuing basis. The Trust anticipates that the subsidiary will continue to qualify as a U.S. REIT in the future.

Other factors, such as general economic conditions, including interest rate and foreign exchange rate fluctuations, may also have an effect on RioCan's results of operations. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification, including residential development in high growth and urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable the Trust to refinance debts as they mature; and the availability of investment opportunities for growth in Canada and the U.S..

For a description of additional risks that could cause actual results to materially differ from management's current expectations, see "Risks and Uncertainties" in RioCan's Management's Discussion and Analysis in its 2014 Annual Report, and for the period ended June 30, 2015, and in "Risks and Uncertainties" in RioCan's AIF. Although the forward-looking information contained in this News Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information. Certain statements included in this News Release may be considered "financial outlook" for purposes of applicable Canadian securities laws, and as such the financial outlook may not be appropriate for purposes other than this News Release. The forward-looking information contained in this News Release is made as of the date of this News Release, and should not be relied upon as representing RioCan's views as of any date subsequent to the date of this News Release.

Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION PLEASE CONTACT:
RioCan Real Estate Investment Trust
Cynthia Devine
Executive Vice President, Chief Financial Officer and
Corporate Secretary
(647) 253-4973
www.riocan.com

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