Q2 2009 Report to Unitholders - English version (PDF 1.78 ... - RioCan

RIOCAN
REAL
ESTATE
INVESTMENT
TRUST
SECOND
QUARTER
REPORT
2009
DESIGNED
FOR
STRENGTH

Edward
Sonshine,
Q.C.
President and Chief
Executive Officer,
RioCan Real Estate
Investment Trust
Dear Fellow Unitholder:
The economic storm that began in the fall of 2007, picked up steam, and really made landfall in the winter
of 2008, has been as strong as anything I have ever encountered. Throughout, RioCan has and will continue
to weather the storm; our operations and our balance sheet are as strong as ever, and we feel confident in
our position going forward when the clouds lift.
The second quarter showed some signs of life and ‘less bad’ became the ‘new good’. Within the context
of the overall economy, RioCan performed well in the second quarter of 2009. We took advantage of an
opening of liquidity in the capital markets with both equity and debt offerings in the second quarter. Our
leverage ratio remains conservative and, with our equity offering that was completed in June, RioCan
reduced its leverage ratio from the first quarter. We used a portion of the capital raised to reduce our
debt and repay, at par, some of our larger maturities that come due later this year and early next year,
to manage any remaining refinancing risk in the unsecured debenture market. The remaining cash on
hand will be used to repay maturing debt, fund day to day operations, and if the right opportunity arises,
strategic acquisitions.
The availability of capital continues to be limited. Since inception, RioCan has taken the approach to be
diversified in its sources of capital. This approach has enabled the Trust to keep access to capital open
throughout this recession and greatly reduce any dependency to any particular lender, or source of
capital. We now have the strongest liquidity position that the Trust has ever had. With a strong cash
position, approximately $300 million, and access to an additional $193 million undrawn lines
of credit RioCan is in a unique position, and has the flexibility to focus on future opportunities. As
RioCan reviews such opportunities, be assured that we will continue to maintain our disciplined
approach to any acquisitions in which RioCan may participate.
The performance of our assets reveals the inherent stability of RioCan’s portfolio and the strength of our
strategy to focus on Canada’s largest markets. Our tenant portfolio has experienced some unexpected
departures in the past two quarters, but our unparalleled breadth of tenants, with approximately 5,600
tenancies, has mitigated the effects of any one tenant bankruptcy. In addition, with the strength of our
leasing team, we have already made good progress with finding new tenants to fill up the vacated space.
For example, in the instance of Linens ‘N Things bankruptcy, eight of the vacated Linens ‘N Things have
been leased and there are conditional deals negotiated on the remaining two locations without sacrificing
long term rental income and we expect that the final space will be leased in the near future. Finally, our
occupancy rate held firm in the second quarter at approximately the same level it was at the start of the
year.
Once again, let me take this opportunity to thank you, our unitholders, for your continued confidence in us,
and hopefully take comfort in the promise of brighter days ahead.
Edward Sonshine, Q.C.
President and Chief Executive Officer
July 27, 2009

REAL ESTATE PORTFOLIO FACT SHEET
At June 30, 2009
Total Net Leasable Area (“NLA”) (sq. ft.): Retail Office Total
Income Producing Properties 31,952,346 1,583,434 33,535,780
Properties Under Development 2,619,440 2,619,440
Total 34,571,786 1,583,434 36,155,220
Number of Tenancies 5,600
Occupancy:
Retail Occupancy 97.2%
Office Occupancy 95.3%
Total Occupancy 97.1%
Geographic Diversification
Number of properties
Percentage of annualized Income producing Properties under
rental revenue properties development Total
Ontario 62.3% 148 10 158
Quebec 17.9% 40 40
Alberta 10.0% 20 3 23
British Columbia 5.7% 13 13
New Brunswick 2.1% 7 7
Saskatchewan 0.5% 1 1
Manitoba 0.5% 1 1
Prince Edward Island 0.5% 1 1
Newfoundland 0.4% 2 2
Nova Scotia 0.1% 1 1
100.0% 234 13 247
Anchor and National Tenants
Percentage of annualized
Percentage
rental revenue
of total NLA
Anchor and National Tenants 84.6% 84.7%
Top Ten Sources of Revenue by Tenant
Percentage of annualized
Weighted average
Ranking Tenant rental revenue remaining lease term (yrs)
1. Famous Players/Cineplex/Galaxy Cinemas 5.3% 13.7
2. Metro/A&P/Super C/Loeb/Food Basics 5.2% 8.9
3. Canadian Tire/PartSource/Mark’s Work Wearhouse 4.0% 11.8
4. Zellers/The Bay/Home Outfitters 3.6% 8.9
5. Wal-Mart 3.4% 9.5
6. Winners/HomeSense 3.2% 5.4
7. Loblaws/No Frills/Fortinos/Zehrs/Maxi 3.0% 5.8
8. Staples/Business Depot 2.5% 7.9
9. Reitmans/Penningtons/Smart Set/Addition-Elle/Thyme Maternity 1.9% 4.9
10. Harvey’s/Swiss Chalet/Kelsey’s/Montana’s/Milestone’s 1.8% 10.2
Total 33.9%
Lease Expiries
Lease expiries (NLA)
Retail Class Total NLA 2009 2010 2011 2012 2013
New Format Retail 15,446,739 265,246 910,767 1,442,301 1,031,823 1,308,754
1.7% 5.9% 9.3% 6.7% 8.5%
Grocery Anchored Centre 7,353,596 301,320 813,910 980,961 1,112,357 532,291
4.1% 11.1% 13.3% 15.1% 7.2%
Enclosed Shopping Centre 6,265,632 284,570 774,421 807,852 477,359 613,872
4.5% 12.4% 12.9% 7.6% 9.8%
Non-Grocery Anchored Centre 1,609,776 55,646 114,515 144,775 97,311 177,309
3.5% 7.1% 9.0% 6.0% 11.0%
Urban Retail 1,276,603 41,539 64,383 74,981 136,682 156,138
3.3% 5.0% 5.9% 10.7% 12.2%
Office 1,583,434 46,834 344,522 296,991 61,202 160,713
3.0% 21.8% 18.8% 3.9% 10.1%
Total 33,535,780 995,155 3,022,518 3,747,861 2,916,734 2,949,077
3.0% 9.0% 11.2% 8.7% 8.8%
Average net rent per square foot $14.32 $17.16 $14.26 $14.46 $15.89 $16.06
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
1

2
R I O C A N
FINANCIAL
REVIEW
Management’s Discussion
and Analysis
Unaudited Interim Consolidated
Financial Statements
Table of Contents
3 Management’s Discussion and Analysis
3 Vision and Business Strategy
6 Qualification Plan
7 Transition to International Financial Reporting Standards
7 Management’s Objectives
7 Overview and Highlights
9 Top Fifty Tenants
10 Operational and Financial Highlights
12 Use of Non-GAAP Measures
12 Funds from Operations
13 Adjusted Funds from Operations
15 Asset Profile
15 Income Properties
16 Acquisitions
16 Acquisitions During 2009
17 Acquisitions During 2008
18 Development Activities
18 Development Activities in 2009
20 Greenfield Development
21 Urban Intensification
21 Leasing Activities
26 Tenant Restructuring and Bankruptcy Proceedings
27 Capital Expenditures on Income Properties
28 Co-Ownership Activities Included in Income Properties
31 Equity Investments in Income Properties
31 Properties Under Development
40 Properties Held for Resale
42 Mortgages and Loans Receivable
43 Related Party Transactions
43 Capital Structure
44 Debt
45 Revolving Lines of Credit
45 Debentures Payable
46 Mortgages Payable
50 Aggregate Debt Maturities
52 Trust Units
53 Future Income Taxes
55 Off Balance Sheet Liabilities, Guarantees and Contingencies
55 Liquidity
56 Distributions to Unitholders
57 Difference between Cash Flows Provided by Operating Activities
and Distributions to Unitholders
58 Difference between Net Earnings and Distributions
to Unitholders
59 Results of Operations
59 Net Operating Income
61 Other Revenue
61 Fees and Other Income
61 Interest Income
62 Other Expenses
62 Interest
62 General and Administrative
63 Amortization
64 Selected Quarterly Consolidated Information
64 Significant Accounting Policies and Estimates
66 Future Changes in Significant Accounting Policies
67 Controls and Procedures
67 Risks and Uncertainties
67 Liquidity and General Market Conditions
67 Tenant Concentrations, Occupancy Levels and Defaults
68 Access to Debt and Equity Capital
68 Interest Rates
68 Joint Ventures/Partnerships
68 Relative Illiquidity of Real Property
68 Unexpected Costs or Liabilities Related to Acquisitions
69 Construction
69 Environmental Matters
69 Legal Risks
69 Human Resources and Key Personnel
69 Unitholder Liability
69 Income Taxes
70 Outlook
72 Consolidated Balance Sheets
73 Consolidated Statements of Unitholders’ Equity
74 Consolidated Statements of Earnings and Comprehensive Income
75 Consolidated Statements of Cash Flows
76 Notes to Consolidated Financial Statements
76 Significant Accounting Policies
76 Basis of Accounting
76 Changes in Accounting Policies
77 Future Accounting Changes
77 Income Properties
77 Amortization
78 Properties Held for Resale
78 Interest Expense
78 Mortgages and Loans Receivable
79 Receivables and Other Assets
79 Mortgages Payable and Lines of Credit
80 Debentures Payable
81 Accounts Payable and Other Liabilities
81 Trust Units
82 Unit Based Compensation Plans
82 Incentive Unit Option Plan
84 Trustees’ Restricted Equity Unit Plan
84 Employee Future Benefits
84 Investments in Co-ownerships
85 Changes in Non-cash Operating Items and Other
85 Income Taxes
86 Segmented Disclosures and Additional Information
87 Capital Management
88 Financial Instruments
88 Fair Value of Financial Instruments
88 Risk Management
88 Credit Risk
89 Interest Rate and Liquidity Risks
90 Hedging Activities
90 Related Party Transaction
90 Contingencies and Commitments
90 Guarantees
90 Litigation

MANAGEMENT’S DISCUSSION AND ANALYSIS
The terms “RioCan” and the “Trust” in the following Management’s Discussion and Analysis (“MD&A”) refer to RioCan Real Estate
Investment Trust and its consolidated financial position and results of operations for the three and six months ended June 30, 2009
and 2008. This MD&A is current as of July 20, 2009 unless otherwise stated, and should be read in conjunction with RioCan’s
unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008 and the audited
annual consolidated financial statements for the two years ended December 31, 2008 and 2007, copies of which have been filed
electronically with securities regulators in Canada through the System for Electronic Document Analysis and Retrieval (“SEDAR”)
and may be accessed through the SEDAR web site at www.sedar.com. Historical results and percentage relationships contained in
the interim and annual consolidated financial statements and MD&A, including trends which might appear, should not be taken as
indicative of future operations.
Unless otherwise indicated, all amounts are expressed in Canadian dollars.
Forward-Looking Statement Advisory
Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws.
These statements include, but are not limited to, statements made in “Vision and Business Strategy”, “Asset Profile”, “Capital
Structure”, “Outlook”, 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 statements 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 statements reflect management’s current beliefs and are based on information currently available to management.
All forward-looking statements in this MD&A are qualified by these cautionary statements.
These statements are not guarantees of future events or performance and, by their nature, are based on RioCan’s estimates and
assumptions, which are subject to risks and uncertainties, including those described under “Risks and Uncertainties” in this MD&A,
which could cause actual events or results to differ materially from the forward-looking statements contained in this MD&A. Those risks
and uncertainties include, but are not limited to, those related to: liquidity in the global marketplace associated with current economic
conditions, tenant concentrations, occupancy levels, access to debt and equity capital, interest rates, joint ventures/partnerships, the
relative illiquidity of real property, unexpected costs or liabilities related to acquisitions, construction, environmental matters, legal
matters, reliance on key personnel, unitholder liability, and income taxes. Material factors or assumptions that were applied in drawing
a conclusion or making an estimate set out in the forward-looking information may include: a less robust retail environment than has
been seen for the last several years; relatively stable interest costs; an increase in acquisition capitalization rates; a decrease in land
costs for Greenfield Development; a continuing trend toward land use intensification in high growth markets; and more limited but
available access to equity and debt capital markets to fund, at acceptable costs, the future growth program and to enable the Trust to
refinance debts as they mature. Although the forward-looking information contained in this MD&A is based upon what management
believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking
statements. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities
laws, and such financial outlook may not be appropriate for purposes other than this MD&A.
The Income Tax Act (Canada) (the “Act”) contains legislation affecting the tax treatment of publicly traded trusts (the “SIFT Legislation”).
The SIFT Legislation provides for a transition period until 2011 for publicly traded trusts such as RioCan, which existed prior to
November 1, 2006. In addition, the SIFT Legislation will not impose tax on a trust which qualifies under such legislation as a real
estate investment trust (the “REIT Exemption”). Accordingly, RioCan intends to qualify for the REIT Exemption prior to 2011. If this
occurs, certain statements contained in this MD&A may need to be modified.
Except as required by applicable law, RioCan undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
3
VISION AND BUSINESS STRATEGY
RioCan is an unincorporated “closed-end” trust governed by the laws of the Province of Ontario and constituted pursuant to a
Declaration of Trust dated November 30, 1993, as most recently amended and restated on May 27, 2009 (the “Declaration”).
The Trust’s Units (the “Units”) are listed on the Toronto Stock Exchange (the “TSX”) under the symbol REI.UN.
RioCan is Canada’s largest real estate investment trust (“REIT”), with a total capitalization of approximately $7.1 billion as at
June 30, 2009. It owns and manages Canada’s largest portfolio of shopping centres, with ownership interests in a portfolio of
247 retail properties, including 13 under development, containing an aggregate of over 59.8 million square feet as at June 30,
2009. The Trust’s purpose is to deliver to its unitholders stable and reliable cash distributions that increase over the long term.
The Trust accomplishes this by following a strategy of focusing on owning, developing and operating retail real estate, with
experience in mixed use, and office real estate. RioCan has grown its business by using prudent strategies, core competencies,
conservative financial leverage, long-term strategic partnerships and by adapting to trends in commercial real estate.

MANAGEMENT’S DISCUSSION AND ANALYSIS
RioCan’s portfolio of properties is located exclusively in Canada. Nearly 25 million people, or more than four-fifths of the
Canadian population, live in urban areas, with six metropolitan areas having more than 1 million people: Calgary and
Edmonton, Alberta, Vancouver, British Columbia, Toronto and the greater Ottawa region in Ontario, and Montreal, Quebec.
Together, these six cities have a total of 13.6 million residents, or 45% of Canada’s population based on Statistics Canada 2006
Census reports.
These six high population growth markets (“high growth markets”) for RioCan’s purposes include the above cities and
surrounding areas. As growth in population promotes growth in retail sales, which in turn results in more demand for space
and higher rents, RioCan’s focus is to own properties primarily in these high growth markets. Shopping centres located in
high growth markets also offer more opportunities for extracting value, for example, by rezoning sites for even higher and
better uses. RioCan also owns properties in strong secondary markets, such as Kingston, Ontario and Quebec City, Quebec,
where the Trust’s goal is to own the dominant unenclosed centre(s) in those markets. RioCan also expands and redevelops
components of existing shopping centres to create and/or extract additional value.
As at June 30, 2009, the geographical diversification of RioCan’s retail property portfolio by province is as follows:
Ontario
Quebec
Alberta
British Columbia
New Brunswick
Saskatchewan
Newfoundland
Manitoba
60.2%
19.7%
9.0%
5.3%
3.2%
0.8%
0.6%
0.5%
Prince Edward Island 0.5%
Nova Scotia
0.2%
NLA* at June 30, 2009
Ontario
Quebec
Alberta
British Columbia
New Brunswick
Saskatchewan
Manitoba
Prince Edward Island
Newfoundland
Nova Scotia
61.8%
18.1%
10.1%
5.8%
2.2%
0.5%
0.5%
0.5%
0.4%
0.1%
Actual rental revenue for the six
months ended June 30, 2009
*Net leasable area
The occupancy rate of the portfolio has remained relatively stable over the most recent eight fiscal quarters:
100.0%
97.6% 97.6%
96.6%
97.0% 97.0% 96.9%
97.5%
97.1%
95.0%
Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009
RioCan’s core investment strategy is to focus on stable, lower risk, predominantly retail properties in the high growth markets
in order to create stable and, over time, growing cash flows from the property portfolio.
4
The specific retail assets in which RioCan currently invests are:
• New format retail centres
New format retail centres are large aggregations of dominant retailers grouped together at high traffic and easily accessible
locations. These unenclosed campus-style centres are generally anchored by supermarkets and/or junior department
stores and may include entertainment (movie theatres, large-format bookstores and restaurants) and fashion components.
• Neighbourhood convenience unenclosed centres
Neighbourhood convenience unenclosed centres are generally supermarket and/or junior department store anchored
shopping centres, typically comprising between 60,000 to 250,000 square feet of leasable area. Other tenants generally
include drug stores, restaurants, banks and other service providers.
• Enclosed shopping centres
An enclosed shopping centre is generally a large retail complex containing stores, restaurants and other facilities with
interior common areas with access to all retail units.

MANAGEMENT’S DISCUSSION AND ANALYSIS
• Urban retail properties
Urban retail properties are high-quality, innovative, multi-level format retail centres located in major urban markets.
The centres are situated in high-density locations and may sometimes be part of a multi-use complex, thereby including
office space as part of the property.
As at June 30, 2009, the diversification of RioCan’s property portfolio by property type is as follows:
New Format Retail
Grocery Anchored Centre
Enclosed Shopping Centre
46.1%
21.9%
18.6%
Non-Grocery Anchored Centre 4.8%
Office
4.7%
Urban Retail
3.9%
New Format Retail
47.9%
Grocery Anchored Centre 20.3%
Enclosed Shopping Centre 14.6%
Urban Retail
8.2%
Office
4.8%
Non-Grocery Anchored Centre 4.2%
NLA by property type at
June 30, 2009
Annualized rental revenue
by property type at June 30, 2009
The global economic recession has led to unprecedented economic challenges for businesses which rely on access to capital for
conducting business. Liquidity and access to capital, either by way of debt or equity, is difficult to access and can be expensive,
when available. RioCan has taken an approach to be diversified in its sources of capital however, access has become somewhat
more constrained as lending in the marketplace has become more restricted than in the recent past. This diversified approach
has enabled RioCan to continue to access capital where others have not. RioCan successfully issued $180 million in unsecured
debentures on April 3, 2009 and, year-to-date RioCan has obtained secured mortgage financings in excess of $300 million. In
addition, in June 2009, RioCan issued $150 million in new equity. Overall, RioCan believes that it is well positioned to withstand
the current economic climate due to its size, strong capital position as well as its stable portfolio and diversified tenant base
made up primarily of national tenants. RioCan’s disciplined borrowing practices, coupled with a sound business strategy to focus
on urban markets and stable property acquisitions has positioned it well with lenders.
Despite the current environment, the Trust continues to remain focused on its longer-term growth drivers:
Organic growth in the existing property portfolio
Organic growth is expected to come from rental growth on renewals and the re-leasing of existing space as tenant leases
expire. Additionally, to the extent that properties are not fully occupied, the Trust can generate growth from leasing such
space and increasing its occupancy ratio.
Intensification programs consisting of extracting more value from the land component of the existing property portfolio
The trend in the high growth markets towards increasing the density of existing urban locations is driven by, among other
factors, the prohibitive costs of expanding infrastructure beyond urban boundaries, environmental concerns and maximizing
use of mass transit.
Land use intensification opportunities arise from the fact that retail centres are generally built with lot coverage of approximately
25% of the underlying land; consequently, particularly in urban markets, RioCan endeavours to obtain additional density, retail or
otherwise, on the existing property portfolio. As the Trust already owns the underlying land, it is able to achieve relatively high
returns on new capital invested.
As a normal part of the business, RioCan expands and redevelops existing shopping centres to create and/or extract
additional value.
The ongoing Greenfield Development program
As at June 30, 2009, Greenfield Development projects comprise approximately 9.4 million square feet, of which RioCan’s
ownership interest is approximately 3.3 million square feet. These developments generate strong returns and improve the
overall quality of the portfolio. RioCan also has interests in 1.6 million square feet of conditional Greenfield Development
projects in the development pipeline.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
5

MANAGEMENT’S DISCUSSION AND ANALYSIS
Opportunistic acquisitions of properties
The tightening in the credit markets arising from current economic conditions has created an environment where a number of
buyers, who were previously active acquirers, may no longer be able to participate, and where sellers may view the disposition
of real estate as an affordable means of raising capital. This current imbalance has caused acquisition capitalization rates to
increase and is expected to result in a decrease of land costs for Greenfield Development. This environment should create
more opportunities for RioCan to acquire real estate on an opportunistic basis.
Qualification Plan
In order for RioCan to qualify for the REIT Exemption commencing in 2011, the Trust is developing a REIT Exemption qualification
plan (the “Qualification Plan”). RioCan provides periodic updates on the Qualification Plan to its Audit Committee and Board of
Trustees. The Qualification Plan will identify assets and activities that would not qualify under the REIT Exemption and potential
restructuring solutions. The Qualification Plan involves:
6
• An assessment of the impact of the SIFT Legislation on the Trust’s current entity structure and business assets
and activities;
• The development of financial models for the purposes of understanding the impact of any restructuring on business
arrangements and accounting (including the impact of adopting International Financial Reporting Standards (“IFRS”).
Refer to “Transition to IFRS” below and “Future Changes in Significant Accounting Policies” later in this MD&A);
• An assessment of regulatory and compliance requirements;
• An assessment of the impact of any restructuring on RioCan’s business groups and functions; and
• The development of a communication plan for both internal and external stakeholders.
An assessment of the impact of the SIFT Legislation on the Trust’s current entity structure and business activities has been
completed and RioCan has developed an initial strategy to ensure that it could comply with the REIT Exemption. Key elements
of the Qualification Plan that are currently in progress include, but are not limited to:
• The development of an organizational structure with the purpose of enabling RioCan to comply with the requirements of
the REIT Exemption, while maintaining the maximum benefit to its unitholders;
• An assessment of any proposed restructuring, including the stapled structure described below, on RioCan’s business
activities; and
• The development of financial models.
Under the Qualification Plan, RioCan would continue, directly or indirectly through subsidiary entities, to hold such assets and
engage in such activities that are permitted to be held and/or performed by RioCan under the REIT Exemption. In addition, as
part of the Qualification Plan, RioCan is currently considering the establishment of a new entity (the “New Entity”) which
would, directly or indirectly through subsidiary entities, hold such assets and engage in such activities that RioCan is not
permitted to engage in under the REIT Exemption (i.e. non-qualifying activities). Under the current version of the Qualification
Plan that the Trust is considering, it is contemplated that RioCan’s unitholders would hold securities of RioCan and the New
Entity in the form of stapled units.
There is no certainty that the Qualification Plan, in the currently contemplated form, or any other form, will proceed. Should
RioCan be unable to develop a satisfactory Qualification Plan, the non-compliant activities would have to be discontinued to
ensure that RioCan would qualify for the REIT Exemption.
For the three and six months ended June 30, 2009, funds from operations derived from such non-compliant activities was
income of approximately $12,000 and a loss of approximately $616,000, respectively. See “Use of Non-GAAP Measures – Funds
From Operations” for a further discussion of RioCan’s qualifying and non-qualifying activities.
The implementation of a Qualification Plan must occur on or before December 31, 2010 and may result in some tax
inefficiencies on non-qualifying assets and activities. RioCan and its advisors are currently of the opinion that the proposed
stapled structure would enable the Trust to comply with the requirements of the REIT Exemption, while minimizing such tax
inefficiencies. In addition, it is likely that the Qualification Plan will result in higher general and administrative expenses due
to its complexity. RioCan continues to work with its professional advisers to refine the proposed restructuring, which may be
subject to change as all potential alternatives are evaluated.
As more information becomes known and the Trust continues to develop the Qualification Plan, RioCan will continue to
evaluate its impact on the Trust’s business activities and unitholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Transition to International Financial Reporting Standards (“IFRS”)
The Canadian Accounting Standards Board (“AcSB”) confirmed that the adoption of IFRS would be effective for the Trust in the first
quarter of 2011. IFRS will replace Canada’s current generally accepted accounting principles (“GAAP”). RioCan’s management is
currently assessing the impact of IFRS. See “Future Changes in Significant Accounting Policies – IFRS” for a discussion of
RioCan’s preparations for this pending change.
Management’s Objectives
Having regard to both its core investment strategy and the Qualification Plan, RioCan’s current investment strategy is to:
Focus on growing rental and fee income from long-lived properties. This growth from rental and fee income will be
achieved through:
• Targeting the acquisition of properties in the high growth markets;
• Maintaining and further increasing, subject to the investment merits, the supply of Greenfield Development projects;
• Targeting the acquisition of properties that may not necessarily be of the same quality as RioCan’s existing income
property portfolio, but where management believes that RioCan can obtain substantial rental growth from the
enhancement of these properties;
• Maintaining and increasing land use intensification activities in RioCan’s existing portfolio;
• Selective acquisition of retail properties outside high population growth areas where national and anchor tenant profiles
are consistent with those in RioCan’s overall portfolio; and
• Acquisitions and developments with long term strategic partners that will generate predictable and recurring fee income
streams and higher returns on the capital invested.
Continue leveraging RioCan’s in-house expertise to earn fees and gains from properties held for resale, including from the
completion of the redevelopment and development of current properties held for resale and from the ongoing urban land use
intensification program.
Continue to evaluate opportunities to create funds to acquire properties on an opportunistic basis to generate superior returns
through redevelopment and repositioning initiatives and to generate fee income. These funds may also include opportunities in the
United States.
As discussed above under the heading “Qualification Plan”, RioCan is currently reviewing these activities with the purpose of
enabling these activities to continue after 2010, while at the same time enabling RioCan to qualify for the REIT Exemption. As
well, RioCan is currently reviewing a variety of structures to determine how best to take advantage of any opportunities that
may arise in the marketplace given current economic conditions, while enabling RioCan to qualify for the REIT Exemption.
OVERVIEW AND HIGHLIGHTS
Economic data received during the second quarter confirmed that the first quarter of 2009 was one of the worst in recent
memory. Unemployment continued to move upward, consumer confidence remained low, and loan delinquencies and
corporate bankruptcies continued to rise. The darkness of the first quarter appeared to ease in the second quarter as many
large financial institutions reported earnings that, while still down from the previous year, were better than the previous
quarter. There were also some signs of life in the overall economic climate as the pace of economic deterioration slowed.
There are talks of recovery and “green shoots” of growth; however, these shoots are fragile and it will take time before the
roots of economic recovery begin to take hold.
RioCan’s commitment to preserving of a strong balance sheet, maintaining a strong liquidity position, and ensuring access to
various sources of capital remains a core focus of the Trust. Operationally, RioCan continually seeks opportunities to enhance
the quality of its real estate portfolio through acquisitions and asset level improvements, as well as maintaining a conservative
development approach to RioCan’s Greenfield development pipeline.
During the second quarter of 2009, RioCan was able to bolster its liquidity position through a number of sources. First, on
April 3, 2009, the Trust issued $180 million of Series L senior unsecured debentures bearing interest at 8.33% and maturing
on April 3, 2014. Second, on June 10, 2009, the Trust issued 10,345,000 Units for $14.50 per Unit for gross proceeds of
$150 million. Lastly, throughout the quarter, the Trust has been able to secure all necessary financing on assets secured
by asset level financing, arranging financing totalling $225.5 million, at a weighted average interest rate of 5.44%, of which
$178.6 million represented RioCan’s share and $46.9 million represented RioCan’s partners’ share.
Throughout the second quarter RioCan has continued to maintain the stability and reliability of the Trust’s cash flow through
its portfolio of well occupied properties, largely anchored by national tenants located in Canada’s largest markets. Unit
distributions were unchanged in the second quarter.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
7

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009, RioCan’s indebtedness was 55.8% of Aggregate Assets such that it could incur additional indebtedness of
approximately $664 million and still not exceed the 60% leverage limit set forth in the Trust’s Declaration. This provides
RioCan with sufficient liquidity and financial flexibility to allow for the continuance of the Greenfield Development program,
while permitting the Trust to seek out opportunistic acquisitions of income properties, as market conditions permit. As a
matter of policy, RioCan would not likely incur indebtedness significantly beyond 58% of Aggregate Assets, which would permit it
to incur additional indebtedness of approximately $328 million. In September 2009, RioCan will be repaying from cash on hand
the remaining $79.7 million outstanding on the Series D unsecured debenture that are set to mature. RioCan’s proforma
leverage ratio after taking into account this repayment is 55.3%.
The current economic downturn has produced a number of unexpected vacancies: to date this year, RioCan has had
654,000 square feet, of which RioCan’s interest was 454,000 square feet, of unanticipated vacancies as the result of tenant
bankruptcies or store closures of which approximately 45% has been re-leased. For example, of the ten locations that were
leased by Linens ‘N Things, which filed for creditor protection and closed all of their Canadian stores in late 2008, eight have
been leased to new tenants, with conditional deals negotiated on the two remaining locations.
Occupancy was steady at June 30, 2009 at 97.1%, up 10 basis points from June 30, 2008 and down 40 basis points from March 31,
2009.
Other operational highlights are discussed throughout this MD&A as at and for the three and six month periods ending
June 30, 2009.
As discussed under “Debt” during 2009, the Trust completed the following new borrowings:
Six months ended June 30, 2009
Weighted Average
average term to
contractual maturity
(thousands of dollars, except other data) interest rate in years
New borrowings:
Fixed rate term mortgage $ 203,598 5.44% 5.67
Floating rate term mortgage 84,400 4.88% 3.00
Debentures 180,000 8.33% 5.00
Construction 10,627 2.18% 1.08
$ 478,625 6.35%
These financing transactions generated additional cash proceeds, net of refinancing, of approximately $313.5 million.
8
The joint venture platforms are important to RioCan, not only for their future potential, but also in carrying forward the
strategy of creating reliable, long-term third party fee income streams from long-lived income properties in which RioCan
owns an interest. RioCan generally provides property management, development and leasing services for all properties that
are owned through co-ownership activities. RioCan continues to solidify and expand its relationships with established partners
including the Canadian Pension Plan Investment Board (“CPPIB”). In 2008, RioCan secured CPPIB as a partner in three of its
largest development projects, which have a total expected development cost of approximately $670 million. The sale of an
interest in these three properties to CPPIB enabled RioCan to recover 100% of its initial equity investment while solidifying its
relationship with one of Canada’s largest investment funds.
An important objective of RioCan is to maintain a diverse tenant base, such that revenues are neither concentrated nor
dependent upon the economic viability of any one retailer. The decline in consumer confidence results in a retreat in
consumer spending away from many big ticket and discretionary categories, but in favour of consumer essentials, such as
grocery. Approximately 76% of RioCan’s properties by NLA are anchored or co-anchored by grocery stores, which is a
defensive category during a recession.
As at June 30, 2009, no individual tenant accounted for more than 5.3% of the portfolio’s annualized rental revenue, with the
largest tenant being entertainment (Famous Players/Cineplex/Galaxy Cinemas).

MANAGEMENT’S DISCUSSION AND ANALYSIS
Top Fifty Tenants
As at June 30, 2009, RioCan’s 50 largest tenants have the following profile:
Weighted
average
Annualized
remaining
rental Number of NLA Percentage lease term
Rank Tenant name revenue locations (in thousands) of total NLA (years)
1 Famous Players/Cineplex/Galaxy Cinemas 5.3% 28 1,265 4.0% 13.7
2 Metro/A&P/Super C/Loeb/Food Basics 5.2% 52 1,982 6.2% 8.9
3 Canadian Tire/PartSource/Mark’s Work Wearhouse 4.0% 57 1,344 4.2% 11.8
4 Zellers/The Bay/Home Outfitters 3.6% 38 2,530 7.9% 8.9
5 Wal-Mart 3.4% 20 1,935 6.1% 9.5
6 Winners/HomeSense 3.2% 53 1,197 3.7% 5.4
7 Loblaws/No Frills/Fortinos/Zehrs/Maxi 3.0% 23 1,037 3.2% 5.8
8 Staples/Business Depot 2.5% 44 902 2.8% 7.9
9 Reitmans/Penningtons/Smart Set/Addition-Elle/Thyme Maternity 1.9% 122 500 1.6% 4.9
10 Harvey’s/Swiss Chalet/Kelsey’s/Montana’s/Milestone’s 1.8% 85 358 1.1% 10.2
11 Shoppers Drug Mart 1.6% 35 367 1.2% 10.6
12 Future Shop/Best Buy 1.6% 22 456 1.4% 7.4
13 Sobeys/IGA/Price Chopper/Empire Theatres 1.6% 21 580 1.8% 8.7
14 Sport Mart/ Sport Chek/Sports Experts/National Sports/
Coast Mountain Sports 1.5% 47 441 1.4% 5.7
15 Chapters/Indigo 1.4% 23 317 1.0% 4.8
16 PetSmart 1.1% 21 275 0.9% 5.4
17 Dollarama 1.0% 46 380 1.2% 6.9
18 Safeway 1.0% 11 382 1.2% 7.1
19 Blue Notes/Stitches/Suzy Shier/Urban Planet 1.0% 53 223 0.7% 7.0
20 Sears 0.9% 14 410 1.3% 3.9
21 The Brick 0.9% 14 303 1.0% 10.1
22 TD Bank 0.9% 41 155 0.5% 8.4
23 Premier Fitness 0.8% 9 276 0.9% 8.8
24 Lowe’s 0.8% 3 284 1.3% 17.7
25 Rona/Revy/Reno 0.8% 5 328 1.0% 14.1
26 Michael’s 0.6% 15 191 0.6% 6.1
27 LCBO 0.6% 19 129 0.4% 5.7
28 London Drugs 0.6% 10 205 0.6% 8.6
29 Bank of Nova Scotia 0.6% 29 104 0.3% 5.8
30 JYSK 0.5% 11 184 0.6% 7.4
31 Liz Claiborne/Mexx 0.5% 29 114 0.4% 6.5
32 Bell/The Source 0.5% 68 97 0.3% 4.9
33 Rogers Plus 0.5% 43 113 0.4% 3.4
34 Tim Horton’s 0.5% 39 111 0.4% 8.0
35 Prime Restaurants 0.5% 19 87 0.3% 7.6
36 The Shoe Company 0.5% 23 115 0.4% 5.6
37 International Clothiers 0.4% 24 87 0.3% 7.3
38 CIBC 0.4% 20 78 0.2% 6.0
39 Petcetera (i) 0.4% 12 133 0.4% 5.4
40 Blockbuster Video 0.4% 23 100 0.3% 3.6
41 Pharma Plus 0.4% 11 77 0.2% 8.8
42 Pier 1 Imports 0.4% 14 95 0.3% 4.0
43 Moores 0.4% 20 93 0.3% 3.3
44 BouClair 0.4% 15 122 0.4% 4.3
45 Sleep Country Canada 0.4% 17 72 0.2% 5.8
46 The Beer Store 0.4% 17 89 0.3% 6.7
47 Bank of Montreal 0.4% 19 65 0.2% 5.5
48 Boston Pizza 0.3% 15 70 0.2% 12.5
49 Subway 0.3% 61 64 0.2% 4.7
50 Gold’s Gym 0.3% 4 180 0.6% 18.6
62.0% 1,464 21,002 66.4% 8.6
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
9
(i)
See RioCan’s discussion under “Leasing Activities – Tenant Restructuring and Bankruptcy Proceedings”.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Operational and Financial Highlights
RioCan reported net earnings for the three months ended June 30, 2009 of $27.2 million ($0.12 per Unit) compared to
$44.8 million ($0.21 per Unit) for the same period in 2008. The primary difference between net earnings and funds from
operations (“FFO”) is amortization expense and future income tax. FFO for the quarter ended June 30, 2009 is $67.9 million
($0.30 per Unit) compared to $86.9 million ($0.40 per Unit) for the same period in 2008. The $19 million decrease in FFO is
primarily comprised of decreased gains on properties held for resale of $17.4 million, increased interest expense of $7.0 million,
increased general and administrative expenses of $1.4 million, offset, in part, by increased net operating income from rental
properties of $7.1 million. General and administrative expenses in the second quarter of 2009 includes $1.3 million in
restructuring charges with respect to the centralization of RioCan’s accounting department in Toronto. The increase in net
operating income from rental properties of $7.1 million was primarily due to same property growth of 1.5%, acquisitions,
completion of Greenfield Developments and intensification of existing properties.
RioCan reported net earnings for the six months ended June 30, 2009 of $57.9 million ($0.26 per Unit) compared to $75.0 million
($0.35 per Unit) for the same period in 2008. FFO for the six months ended June 30, 2009 was $138.5 million ($0.62 per Unit)
compared to $155.2 million ($0.72 per Unit) for the same period in 2008. The $16.7 million decrease in FFO is primarily
comprised of decreased gains on properties held for resale of $19.1 million, increased interest expense of $9.2 million, offset,
in part, by increased net operating income from rental properties of $11.4 million. The increase in net operating income from
rental properties of $11.4 million was primarily due to same property growth of 0.7%, acquisitions and completion of
Greenfield Developments and intensification of existing properties. Additionally, in the first quarter of 2009, RioCan received a
lease cancellation fee of $11.5 million on the Queen and Portland development, which has been applied against the
development cost of this property.
Other operational and financial highlights, discussed throughout this MD&A, as at and for the three and six months ended
June 30, 2009 and 2008, together with results as at December 31, 2008 are as follows:
Operational Information
(thousands of square feet, except other data)
June 30, December 31, June 30,
As at 2009 2008 2008
10
Operational Information
Number of properties:
Income producing properties 234 223 212
Under development (i) 13 17 15
Portfolio occupancy 97.1% 96.9% 97.0%
Net leasable area (“NLA”) at RioCan’s interest:
Total portfolio 33,536 32,807 32,538
Average in place rent $ 14.32 $ 14.61 $ 14.19
Completed Greenfield Development and land use
intensification activities during the quarter ended 173 63 129
Acquired during the quarter ended – – 575
Greenfield Development pipeline upon completion:
Total project NLA 9,364 9,622 10,240
RioCan’s interest of project NLA 3,282 3,421 4,100
Percentage of portfolio rental revenue derived from:
Six Canadian high growth markets (annualized) (ii) 66.2% 66.0% 66.6%
National and anchor tenants (annualized) 84.6% 83.4% 83.5%
Largest tenant (annualized) 5.3% 5.4% 5.4%
Number of employees (excluding seasonal) 608 646 670
(i)
(ii)
The number of properties under development excludes those properties with phased development where tenancies have already
commenced operations. These properties are included in the number of income properties.
See RioCan’s discussion in “Vision and Business Strategy”.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Financial Information
(thousands of dollars, except other data)
June 30, December 31, June 30,
As at and for the six months ended 2009 2008 2008
Total assets (i) $ 5,721,699 $ 5,337,491 $ 5,339,442
Debt (mortgages and debentures payable) $ 3,567,355 $ 3,260,295 $ 3,200,783
Debt to Aggregate Assets (ii) 55.8% 54.9% 54.5%
Debt to total capitalization (iii) 49.9% 51.8% 42.3%
Interest coverage ratio (iv) 2.5 2.6 2.7
Debt service coverage ratio (v) 1.9 2.0 2.0
Unitholders’ equity (i) $ 1,821,153 $ 1,746,450 $ 1,793,004
Units outstanding 234,245 222,042 220,106
Closing market price $ 15.28 $ 13.66 $ 19.86
Market capitalization (vi) $ 3,579,264 $ 3,033,094 $ 4,371,305
Total capitalization (vii) $ 7,146,619 $ 6,293,389 $ 7,572,088
Three months ended June 30, Six months ended June 30,
2009 2008 2009 2008
Total revenue $ 187,352 $ 194,385 $ 378,426 $ 377,752
Net earnings $ 27,212 $ 44,751 $ 57,881 $ 75,003
Net earnings per Unit – basic and diluted $ 0.12 $ 0.21 $ 0.26 $ 0.35
FFO (viii) $ 67,922 $ 86,865 $ 138,475 $ 155,152
FFO per Unit (ix) $ 0.30 $ 0.40 $ 0.62 $ 0.72
AFFO (viii) $ 60,871 $ 81,290 $ 133,531 $ 145,406
AFFO per Unit (ix) $ 0.27 $ 0.37 $ 0.60 $ 0.68
Distributions to unitholders $ 78,418 $ 74,172 $ 155,248 $ 145,571
Distributions to unitholders per Unit $ 0.3450 $ 0.3375 $ 0.6900 $ 0.6750
Distributions per Unit (annualized) $ 1.38 $ 1.35 $ 1.38 $ 1.35
Distributions to unitholders net of distribution
reinvestment plan $ 65,568 $ 56,338 $ 126,805 $ 108,809
Distributions to unitholders net of distribution
reinvestment plan per Unit $ 0.29 $ 0.26 $ 0.57 $ 0.51
Unit issue proceeds under distribution
reinvestment plan $ 12,850 $ 17,834 $ 28,443 $ 36,762
Distribution reinvestment plan participation rate 16.4% 24.0% 18.3% 25.3%
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
11
(i) Certain 2008 balances have been restated to reflect a change in accounting policy that was adopted on a retroactive basis, refer to Note 1(b)
of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.
(ii) A non generally accepted accounting principle (“GAAP”) measurement defined in RioCan’s Declaration (see “Capital Structure”).
(iii) A non-GAAP measurement. Calculated by the Trust as debt divided by total capitalization. RioCan’s method of calculating debt to total
capitalization may differ from other issuers’ methods and accordingly may not be comparable to such amounts reported by other issuers.
(iv) Interest coverage is defined as GAAP net earnings for a rolling twelve month period, before net interest expense, income taxes and income
property amortization (including provisions for impairment) divided by total interest expense (including interest that has been capitalized).
(v) RioCan defines debt service coverage as GAAP net earnings for a rolling twelve month period, before net interest expense, income taxes and
income property amortization (including provisions for impairment) divided by total interest expense (including interest that has been
capitalized) and scheduled mortgage principal amortization.
(vi) A non-GAAP measurement. Calculated by the Trust as closing market price multiplied by the number of Units outstanding. RioCan’s
method of calculating market capitalization may differ from other issuers’ methods and accordingly may not be comparable to such
amounts reported by other issuers.
(vii) A non-GAAP measurement. Calculated by the Trust as debt plus market capitalization. RioCan’s method of calculating total capitalization
may differ from other issuers’ methods and accordingly may not be comparable to such amounts reported by other issuers.
(viii) A non-GAAP measurement for which a reconciliation to net earnings can be found in RioCan’s discussion under “FFO”.
(ix) A non-GAAP measurement for which a reconciliation to AFFO from FFO can be found in RioCan’s discussion under “AFFO”.

MANAGEMENT’S DISCUSSION AND ANALYSIS
USE OF NON-GAAP MEASURES
RioCan’s financial statements are prepared in accordance with GAAP. The following measures, as well as other measures
discussed elsewhere in this MD&A, do not have a standardized definition prescribed by GAAP 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.
Funds from Operations (“FFO”)
FFO is a supplemental non-GAAP financial measure of operating performance widely used by the real estate industry. The
Real Property Association of Canada (“RealPac”) defines FFO as: “Net income (computed in accordance with GAAP), excluding
gains (or impairment provisions and losses) from sales of depreciable real estate and extraordinary items, plus depreciation
and amortization, plus future income taxes and after adjustments for equity-accounted entities and non-controlling interests.
Adjustments for equity-accounted entities, joint ventures and non-controlling interests are calculated to reflect FFO on the
same basis as the consolidated properties.”
RioCan considers FFO to be a meaningful measure of operating performance as it primarily rejects the assumption that the
value of real estate investments diminishes predictably over time and it adjusts for items included in GAAP net earnings that
may not necessarily be the best determinants of the Trust’s operating performance, such as gains or losses on the sale of,
and provisions for impairment against, long-lived income properties.
FFO is a non-GAAP measure and should not be construed as an alternative to net earnings or cash flows provided by
operating activities determined in accordance with GAAP. RioCan’s method of calculating FFO is in accordance with RealPac’s
recommendations but may differ from other issuers’ methods and accordingly, may not be comparable to FFO reported by
other issuers.
The explanations for the changes in FFO are the same factors as for GAAP net earnings, excluding the impact of changes in
amortization expense and future income tax.
A reconciliation of GAAP net earnings to FFO is as follows:
Three months ended June 30, Six months ended June 30,
Increase
Increase
(thousands of dollars, except per Unit amounts) 2009 2008 (i) (decrease) 2009 2008 (i) (decrease)
Net Earnings $ 27,212 $ 44,751 (39%) $ 57,881 $ 75,003 (23%)
Amortization 41,910 36,414 15% 81,794 74,449 10%
Future income tax expense (recovery) (1,200) 5,700 nm (1,200) 5,700 nm
FFO $ 67,922 $ 86,865 (22%) $ 138,475 $ 155,152 (11%)
Per Unit
FFO per weighted average number
of Units outstanding $ 0.30 $ 0.40 (25%) $ 0.62 $ 0.72 (14%)
12
“nm” – not meaningful.
(i) Refer to note 1(b) for the unaudited interim consolidated financial statements, for the three and six months ended June 30, 2009 and 2008.
As discussed earlier under “Vision and Business Strategy”, with respect to the implications of the SIFT Legislation, RioCan is
assessing its operations and taking the necessary steps in order to enable the Trust to qualify for the REIT Exemption commencing
in 2011. One aspect of qualification is the identification of activities that will qualify RioCan for and disqualify RioCan from the
REIT Exemption. Generally, to qualify, RioCan will be required to ensure that 95% of the revenues it earns is derived from
rental revenue from long-lived income properties and fee income from those properties in which the Trust has an interest, offset
by the associated operating costs to earn these revenue streams (collectively, “Revenue generated by rental properties”). Activities
that would not qualify under the REIT Exemption include interest income on loans to third parties, certain fees earned from third
parties and income streams generated from the disposition of properties held for resale, offset by the associated operating
and financing costs pertaining to these activities (collectively, “Third party fee and other performance based income”).

MANAGEMENT’S DISCUSSION AND ANALYSIS
A breakdown of FFO attributable to qualifying and non-qualifying activities is as follows:
Three months ended June 30, Six months ended June 30,
Increase
Increase
(thousands of dollars, except per Unit amounts) 2009 2008 (i) (decrease) 2009 2008 (i) (decrease)
FFO from:
Revenue generated by rental properties $ 69,203 $ 70,678 (2%) $ 140,384 $ 138,676 1%
Third party fee and other performance
based income 12 16,352 nm (616) 19,817 nm
Restructuring costs (1,293) – nm (1,293) – nm
Head office moving costs and other – (165) nm – (3,341) nm
FFO $ 67,922 $ 86,865 (22%) $ 138,475 $ 155,152 (11%)
FFO per Unit from:
Revenue generated by rental properties $ 0.31 $ 0.33 (6%) $ 0.63 $ 0.65 (3%)
Third party fee and other performance
based income – 0.07 nm – 0.09 nm
Restructuring costs (0.01) – nm (0.01) – nm
Head office moving costs and other – – nm – (0.02) nm
FFO $ 0.30 $ 0.40 (25%) $ 0.62 $ 0.72 (14%)
“nm” – not meaningful.
(i) Refer to note 1(b) for the unaudited interim consolidated financial statements, for the three and six months ended June 30, 2009 and 2008.
As previously discussed under the section “Qualification Plan”, should RioCan not be able to develop a satisfactory
Qualification Plan, RioCan will need to discontinue the non-qualifying activities prior to December 31, 2010.
Adjusted Funds from Operations (“AFFO”)
AFFO is a supplemental non-GAAP financial measure of reporting operating performance widely used in the real estate industry.
Management views AFFO as an alternative measure of cash generated from operations that, in addition to FFO, is widely used in
the real estate industry. AFFO per Unit is calculated by adjusting FFO for straight-line and market rent adjustments, non-cash
compensation expenses, and actual costs incurred for capital expenditures and leasing costs for maintaining shopping centre
infrastructure and current lease revenues. In addition, non-recurring costs that impact operating cash flow may be adjusted.
There is no standard industry defined measure of AFFO. As such, RioCan’s method of calculating AFFO will differ from other
issuers’ methods and, accordingly, will not be comparable to such amounts reported by other issuers.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
13

MANAGEMENT’S DISCUSSION AND ANALYSIS
The following table provides the calculation of AFFO:
Three months ended June 30, Six months ended June 30,
Increase
Increase
(thousands of dollars, except per Unit amounts) 2009 2008 (iii) (decrease) 2009 2008 (iii) (decrease)
14
FFO $ 67,922 $ 86,865 (22%) $ 138,475 $ 155,152 (11%)
Add/(deduct):
Recognition of rents on a straight-line basis (1,483) (1,731) (14%) (2,893) (3,443) (16%)
Amortization:
Amortization of differential between market
and contractual rents on in-place leases (807) (828) (3%) (1,588) (1,712) (7%)
Non-cash Unit based compensation expense 496 707 (30%) 1,091 1,687 (35%)
Productive capacity maintenance
cash expenditures (i):
Additions to leasing commissions
and tenant improvements (5,197) (2,996) 73% (12,038) (7,791) 55%
Maintenance capital expenditures
recoverable from tenants (775) (335) 131% (898) (501) 79%
Maintenance capital expenditures
not recoverable from tenants (578) (557) 4% (1,411) (1,017) 39%
Other adjustments:
Restructuring costs 1,293 – nm 1,293 – nm
Lease cancellation fee on
development property (ii) – – nm 11,500 – nm
Head office moving related costs – 165 nm – 3,031 nm
AFFO $ 60,871 $ 81,290 (25%) $ 133,531 $ 145,406 (8%)
AFFO per weighted average Unit $ 0.27 $ 0.37 (27%) $ 0.60 $ 0.68 (12%)
Cash distributions per Unit $ 0.3450 $ 0.3375 2% $ 0.6900 $ 0.6750 2%
Cash distributions net of distribution
reinvestment plan per Unit $ 0.29 $ 0.26 12% $ 0.57 $ 0.51 12%
Distributions as a percent of AFFO 128.8% 91.2% 41% 116.3% 100.1% 16%
Distributions net of distribution reinvestment
plan as a percent of AFFO 107.7% 69.3% 55% 95.0% 74.8% 27%
Weighted average Units 225,906 218,432 3% 224,293 214,959 4%
“nm” – not meaningful.
(i) Refer to the discussion on “Capital Expenditures on Income Properties” for the Trust’s expectation of such annualized expenditures.
(ii) Lease cancellation fees are amounts paid by tenants to terminate their lease prior to the maturity of the contracted expiry date. GAAP
requires such amount to be included in net earnings except when the asset is under development. At the Queen and Portland
development, a tenant paid the Trust $11.5 million to terminate its tenancy prior to commencement of construction. As a result, GAAP
requires RioCan to offset this revenue against cost of the property under development. RioCan views the payment as an incremental
cash flow as it does not impact the development project and has therefore included the termination payment in AFFO.
(iii) Refer to note 1(b) for the unaudited interim consolidated financial statements, for the three and six months ended June 30, 2009 and 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
ASSET PROFILE
As at June 30, 2009, RioCan had ownership interests in a portfolio of 234 shopping centres comprising 51.7 million square feet
(RioCan’s share being 33.5 million square feet), compared to 212 shopping centres comprised of 50.5 million square feet
(RioCan’s share being 32.5 million square feet) at June 30, 2008. In addition, RioCan had ownership interests in 13 Greenfield
Development projects at June 30, 2009 that will, upon completion, comprise approximately 9.4 million square feet, of which
RioCan’s ownership interest will be approximately 3.3 million square feet.
The portfolio occupancy rate at June 30, 2009 was 97.1% compared to 96.9% at December 31, 2008 and 97.0% at June 30,
2008. The overall increase in RioCan’s occupancy rate is primarily due to the acquisition of approximately 355,000 square feet
in the first quarter of 2009, with an occupancy rate of approximately 99%, and the reclass of 310,000 square feet relating to
Renfrew Mall, in Renfrew, Ontario and Chaleur Centre, in Bathurst, New Brunswick, to properties under development slightly
offset by unanticipated vacancies of approximately 454,000 square feet. Excluding the impact of the reclass to properties
under development, occupancy was 96.2%.
Income Properties
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 (iii) 2009 2008 (iii)
Balance, beginning of period $ 4,710,673 $ 4,464,807 $ 4,641,019 $ 4,440,346
Acquisitions (i) – 89,398 55,913 103,370
Completion of properties under development 32,857 40,112 79,564 109,562
Tenant installation costs 6,487 5,044 12,716 11,085
Transfers to properties under development (7,149) (884) (7,149) (25,026)
Other (ii) 2,239 2,790 2,928 (35)
Amortization expense (41,910) (36,414) (81,794) (74,449)
Balance, end of period $ 4,703,197 $ 4,564,853 $ 4,703,197 $ 4,564,853
(i) Comprised of the purchase price including closing costs and other acquisition related costs.
(ii) During the first quarter of 2008, RioCan exercised its option to acquire a 50% co-ownership interest in a substantially completed greenfield
development project. The development project was funded by RioCan through a participating mortgage structure. Prior to the exercise of
its option, RioCan was required under applicable accounting rules relating to variable interest entities to show 100% of the related assets
and liabilities of the project on its balance sheet, as for accounting purposes RioCan was identified as the primary beneficiary (see Note 1(b)
of the consolidated financial statements for the two years ended December 31, 2007). After RioCan exercised its option, the applicable
accounting rules require the inclusion of only RioCan’s 50% share of the related assets and liabilities. Accordingly, non-cash adjustments
have resulted in real estate investments decreasing by $21.9 million, mortgages receivable increasing by $5.9 million, mortgages payable
decreasing by $17.8 million and working capital decreasing by $1.8 million.
(iii) Refer to note 1(b) for the unaudited interim consolidated financial statements, for the three and six months ended June 30, 2009 and 2008.
At the end of the second quarter of 2009 and 2008, the NLA of RioCan’s income properties is as follows:
Three months ended June 30, Six months ended June 30,
(square feet in thousands) 2009 2008 2009 2008
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
15
NLA, beginning of period 33,397 31,962 32,807 31,719
Acquisitions of income properties – 575 355 648
Completed greenfield development and
land use intensification 173 129 660 309
Dispositions and other adjustments (34) (128) (286) (138)
NLA, end of period 33,536 32,538 33,536 32,538

MANAGEMENT’S DISCUSSION AND ANALYSIS
ACQUISITIONS
Acquisitions During 2009
During the first six months of 2009, RioCan completed total acquisitions of $55.9 million comprised of approximately 355,000
additional square feet. No acquisitions were completed during the three month period ended June 30, 2009. During the three and
six months ended June 30, 2008, RioCan completed total acquisitions of $89.4 million, comprised of approximately 575,000 square
feet and $103.4 million of acquisitions comprised of approximately 648,000 square feet, respectively.
RioCan’s NLA (in
purchase sqft) at RioCan’s
Capitalization price (i) RioCan’s ownership
Property name and location rate (‘000s) interest Major tenants interest
Portfolio acquisition:
Centre St-Jean-Sur-Richelieu, $ 11,377 103,396 IGA, National Bank and Uniprix 100%
St-Jean-Sur-Richelieu, QC
Centre Sicard, St Therese, QC 16,090 106,948 IGA, Jean Coutu and Scores 100%
Centre Concorde, Laval, QC 4,764 31,649 IGA, Desjardins and Jean Coutu 50%
Centre La Prairie, La Prairie, QC 5,848 34,541 IGA, Familiprix and Laurentian Bank 50%
Centre Ste Julie, Ste Julie, QC 5,333 30,097 IGA 50%
Centre Rene A Robert, Ste Therese, QC 4,071 25,919 IGA 50%
9.1% 47,483 332,550
Portfolio acquisition:
Hespeler Road, Cambridge, ON 2,452 10,790 Swiss Chalet and Harvey’s 100%
17004/17008 107th Avenue, Edmonton, AB 2,940 11,963 Swiss Chalet and Harvey’s 100%
8.5% 5,392 22,753
First Quarter 2009 Acquisitions $ 52,875 355,303
(i)
Excludes closing costs and other acquisition related costs.
No acquisitions were made during the second quarter of 2009.
16
During the first quarter of 2009, the Trust completed the acquisition of the remaining two properties of a 14 property portfolio.
The initial acquisition began with 12 properties acquired in 2008 (see “Acquisitions during 2008” below). The two properties,
located in Cambridge, Ontario and Edmonton, Alberta, were acquired at a cost of $5.4 million and at a capitalization rate of
8.5%. The overall leasable area of the 14 property portfolio is approximately 89,700 square feet. The tenancies include existing
Harvey’s and Swiss Chalet, which have lease terms of 10 years and 15 years, respectively. All leases feature 10% rental
increases every five years. The portfolio was acquired unencumbered, which will provide RioCan with the opportunity to
generate capital through mortgage financings as and when required. As part of this acquisition, RioCan has the option of
building out additional density of approximately 3,000 square feet in Whitby, approximately 7,000 square feet in Ottawa and
approximately 5,000 square feet in Edmonton.
In March 2009, RioCan acquired a 100% interest in two properties and a 50% interest in four properties totalling 332,000 square feet
at RioCan’s interest, for net consideration of $47.5 million, with a capitalization rate of 9.1%. The portfolio has an occupancy rate
of 99%. The average age of the portfolio is 14 years, with five of the six properties built in 1997 or later. The average remaining
term of the grocery leases is 7.9 years. Approximately 83% of the portfolio is comprised of national and regional tenants,
including IGA (Sobeys), National Bank, Desjardins, Uniprix, Jean Coutu and Tim Hortons. Approximately 74% of the income
from the portfolio is from a combination of grocery, pharmacy, and bank tenancies. To date RioCan has financed approximately
$43.8 million on the six properties, of which RioCan’s share is $30.8 million, with a weighted average interest rate of 6.82% and
terms of 10 years.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Acquisitions During 2008
RioCan’s NLA (in
purchase sqft) at RioCan’s
Capitalization price (i) RioCan’s ownership
Property name and location rate (‘000s) interest Major tenants interest
Portfolio acquisition:
1208/1216 Dundas Street East, Whitby, ON $ 1,550 9,293 Swiss Chalet 100%
1910 Bank Street, Ottawa, ON 1,805 6,140 Swiss Chalet 100%
2335 Lapiniere Boulevard, Brossard, QC 743 2,259 Harvey’s 100%
2422 Fairview Street, Burlington, ON 1,140 6,140 Swiss Chalet 100%
2955 Bloor Street West, Toronto, ON 3,490 8,777 Swiss Chalet 100%
2990 Eglinton Avenue East, Scarborough, ON 1,434 6,140 Swiss Chalet 100%
3736 Richmond Road, Nepean, ON 800 2,938 Harvey’s 100%
410 King Street North, Waterloo, ON 500 2,067 Harvey’s 100%
5008/5020 97th Street NW, Edmonton, AB 1,705 8,340 Swiss Chalet, Harvey’s 100%
541 Saint-Joseph Boulevard, Gatineau, QC 570 2,584 Harvey’s 100%
6666 Lundy’s Lane, Niagara Falls, ON 1,365 6,140 Swiss Chalet 100%
735 Queenston Road, Hamilton, ON 1,235 6,140 Swiss Chalet 100%
7.5% 16,337 66,958
1650-1660 Carling Avenue, Ottawa, ON 6.4% 40,000 142,188 Canadian Tire, Mark’s Work Wearhouse 100%
Third Quarter 2008 Acquisitions 56,337 209,146
Portfolio acquisition:
720 Maloney Boulevard, Gatineau, QC 21,786 141,939 Wal-Mart, Canadian Tire and Super C 50%
857 Cecile Boulevard, Hawkesbury, ON 1,899 28,375 Price Chopper 50%
900 Aberdeen Avenue, Hawkesbury, ON 2,146 8,516 Shoppers Drug Mart 50%
1160 Desserte Ouest, Montreal, QC 5,469 60,049 Zellers 50%
1345 Huron Street, London, ON 7,590 45,106 Shoppers Drug Mart 50%
Chain Lake Drive, Halifax, NS 8,722 69,047 Wal-Mart 50%
Gates of Fergus, Fergus, ON 4,569 53,478 Zellers 50%
King George Square, Belleville, ON 5,236 35,965 A&P and Rogers Video 50%
Nortown Centre, Chatham, ON 4,371 35,712 Food Basics, PartSource and CIBC 50%
Viewmount, Ottawa, ON 16,337 65,458 Loeb and Best Buy 50%
7.7% 78,125 543,645
RioCan Elgin Mills Crossing, Richmond Hill, ON 6.3% 9,438 31,016 Additional 12.5% interest 62.5%
Second Quarter 2008 Acquisitions 87,563 574,661
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
17
Shoppers on Topsail, St. John’s, NF 7.6% 5,600 29,689 Shoppers Drug Mart 100%
Quartier DIX30, Autoroute 10 & 30, Brossard, QC (ii) 6.8% 13,303 43,326 50%
First Quarter 2008 Acquisitions 18,903 73,015
$162,803 856,822
(i)
(ii)
Excludes closing costs and other acquisition related costs.
Certain of these costs are included in PUD.
No acquisitions were made during the fourth quarter of 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
During the third quarter of 2008, the Trust acquired a portfolio of 12 properties located primarily in central and eastern
Canada and one in western Canada aggregating approximately 67,000 square feet for a purchase price of $21 million,
including $4.6 million in tenant allowances, and at a capitalization rate of 7.5%.
In July 2008, RioCan acquired 1650-1660 Carling Avenue, in Ottawa, Ontario from Canadian Tire Real Estate Limited
(“CTREL”) for a purchase price of $40 million and capitalization rate of 6.4%. This acquisition features a newly constructed
142,188 square foot two-storey urban retail concept. The property is anchored by a Canadian Tire that is located on the
second level, a Mark’s Work Wearhouse that is located on the first level, as well as two additional tenancies. The entire
facility is leased to CTREL pursuant to a headlease, which provides for a lease term of 15 years. The net rental rate is
subject to a 10% increase every five years. The property was initially acquired for cash, providing RioCan with the
opportunity to generate capital through mortgage financing. The property was subsequently financed, in April 2009,
for $22.6 million at a rate of 5.1%.
In June 2008, RioCan acquired, on a 50-50 basis through the creation of a second joint venture partnership (RioKim II) with
Kimco Realty Corporation (“Kimco”), a 10 property portfolio located in central and eastern Canada aggregating approximately
1.1 million square feet of new format and other retail centres. The transaction was completed at a capitalization rate of 7.7%
with a portfolio purchase price of approximately $156 million. Mortgage debt of $82.6 million was assumed on the transaction
with a weighted average term of 8.1 years and a weighted average interest rate of 6.17%. See “Co-ownership Activities
Included in Income Properties” later in this MD&A.
During the second quarter of 2008, RioCan increased its interest in RioCan Elgin Mills Crossing by 12.5%, to 62.5% from
50%. The purchase price was approximately $9.4 million at a capitalization rate of 6.25%. The transaction also resulted in the
assumption of $5.1 million of construction financing at the rate of bank prime plus 0.75%. This site is a 441,000 square foot
new format retail centre as a joint venture with Trinity Development Group Inc. (“Trinity”) and Tamuz Investments. The site is
anchored by Costco (land lease), which commenced operations at this site in the fourth quarter of 2007, and by Home Depot,
which owns its own store and operates as part of the overall site. The centre has a strong mix of national tenants that includes
PetSmart, Staples/Business Depot, Michaels, Mark’s Work Wearhouse, Scotia Bank and TD Canada Trust. The centre was
substantially completed in the third quarter of 2008.
During the first quarter of 2008, RioCan acquired a 29,700 square foot non-grocery anchored centre featuring a Shoppers Drug
Mart located in St. John’s, Newfoundland for $5.6 million at a capitalization rate of 7.62%. The property was acquired for cash.
During the first quarter of 2008, RioCan completed the acquisition from Devimco Group Inc. (“Devimco”) of the final phase of
its 50% interest in Quartier DIX30 located in Brossard, Quebec. This regional lifestyle centre is comprised of approximately
2 million square feet of retail space. The site is anchored by a 180,000 square foot Wal-Mart and a 100,000 square foot Rona,
both retailer owned. In addition, a 60,000 square foot Maxi (Loblaw) is expected to be constructed in 2009 (also retailer
owned). Additional anchor tenants at the site include a 91,000 square foot Canadian Tire, a 59,000 square foot Cineplex Odeon
Cinemas and a 52,000 square foot Winners/HomeSense store. The remainder of the site is occupied by well recognized
national tenants including Future Shop, Staples/Business Depot, Indigo, Sports Experts, TD Canada Trust and Pier 1 Imports.
18
This acquisition was closed in phases at an aggregate cost, including closing costs, of approximately $153 million at a
capitalization rate of 6.83%. RioCan purchased the first phase of the property, consisting entirely of a 59,000 square foot
Cineplex theatre, in July 2006. An additional 76 tenancies, totalling 405,000 square feet, were purchased in the second phase
in November 2006. In the third phase, in December 2007, RioCan acquired an additional 63 tenancies, totalling 566,000 square
feet. The last 30 tenancies, totalling 116,000 square feet, were purchased in the final phase in February 2008, of which
29,000 square feet remain in properties under development.
DEVELOPMENT ACTIVITIES
Development Activities in 2009
During the three months ended June 30, 2009, RioCan completed 173,000 square feet (three months ended June 30, 2008 –
129,000 square feet) of redevelopment and development activities of which approximately 141,000 square feet pertains to
additional NLA added at existing properties compared to 9,000 square feet during the same period in 2008, and 32,000 square
feet pertains to the completion of Greenfield Development projects in 2009, compared to 120,000 square feet during the same
period in 2008. In addition to its Greenfield Development projects, RioCan continues its urban intensification activities in 2009
primarily in the Toronto, Ontario market.
During the six months ended June 30, 2009, RioCan completed 659,000 square feet (six months ended June 30, 2008 –
274,000 square feet) of redevelopment and development activities of which approximately 206,000 square feet pertains
to additional NLA added at existing properties compared to 36,000 during the same period in 2008, and 454,000 square feet
pertains to the completion of Greenfield Development projects compared to 274,000 during the same period in 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
A summary of RioCan’s 2009 to-date and 2008 transfers to Income Property Greenfield Development projects and land use
intensification activity is as follows:
NLA (in square feet) at RioCan’s interest
2009
RioCan’s
ownership Year Second First NLA at
interest to date quarter quarter 100%
Property location:
Barrie Essa Road, Barrie, ON 100% 142,338 – 142,338 142,338
Gravenhurst, ON 33.33% 44,741 18,852 25,889 134,236
RioCan Beacon Hill, Calgary, AB 40% 14,960 – 14,960 37,400
RioCan Elgin Mills Crossing,
Richmond Hill, ON 62.5% 5,115 1,710 3,405 8,184
RioCan Meadows, Edmonton, AB 50% 20,066 – 20,066 40,132
RioCan Centre Milton, Milton, ON 100% 5,664 – 5,664 5,664
RioCan Centre Vaughan,
Vaughan, ON 31.25% 75,039 6,812 68,227 240,125
Corbett Centre, Fredericton, NB 62.5% 4,187 4,187 – 6,699
Garrard Road & Taunton Road,
Whitby, ON 100% 141,717 – 141,717 141,717
453,827 31,561 422,266 756,495
Land use intensification 15.5% to 100% 205,542 141,209 64,333 234,589
659,369 172,770 486,599 991,084
NLA (in square feet) at RioCan’s interest
2008
RioCan’s
ownership Fourth Third Second First NLA at
interest Total quarter quarter quarter quarter 100%
Property location:
RioCan Beacon Hill, Calgary, AB 40% 91,922 6,402 3,022 33,138 49,360 229,805
RioCan Centre Burloak, Oakville, ON 50% 108,334 10,180 – 51,587 46,567 216,668
RioCan Elgin Mills Crossing,
Richmond Hill, ON (i) 62.5% 69,913 209 7,307 33,805 28,592 123,297
RioCan Meadows, Edmonton, AB 50% 12,925 369 1,945 1,250 9,361 25,850
RioCan Centre Kingston II,
Kingston, ON 100% 15,336 – – – 15,336 15,336
RioCan Centre Milton, Milton, ON 100% 46,412 12,488 29,324 – 4,600 46,412
Corbett Centre, Fredericton, NB 62.5% 50,433 2,152 48,281 – – 80,693
395,275 31,800 89,879 119,780 153,816 738,061
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
19
Land use intensification 60% to 100% 66,651 31,101 – 8,989 26,561 69,668
461,926 62,901 89,879 128,769 180,377 807,729
(i) RioCan’s ownership interest increased from 50% to 62.5% in the second quarter of 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Greenfield Development
20
Barrie Essa Road
11 Byrne Drive, Barrie, Ontario
The centre currently consists of a 72,000 square foot single-storey freestanding Zehr’s (Loblaws) store and a 142,000 square
foot Lowe’s store on a land lease that commenced operations in January 2009. The centre is located in one of the most
developed areas in Barrie and has excellent visibility from Highway 400. Upon completion, this expanded new format retail
centre will feature an additional 74,000 square feet of retail space including a 5,000 square foot Royal Bank and Royal Bank
Insurance, which is scheduled to open in the third quarter of 2009.
Gravenhurst
Talisman Drive and Edward Street, Gravenhurst, Ontario
This 29 acre site is currently being developed into a 301,000 square foot new format retail centre. The site is anchored by
Canadian Tire, which commenced operations in March 2009, as well as Sobeys, which commenced operations in May 2009.
The site is being developed with partners Trinity and The Otis Group of Companies (“Otis”). RioCan’s ownership interest in the
property is 33.3%.
RioCan Beacon Hill
11320 Sarcee Trail N.W., Calgary, Alberta
RioCan Beacon Hill is situated in a rapidly expanding neighbourhood in northwest Calgary and is bound by newly built
residential subdivisions and is easily accessed by the Stoney Trail Ring Road. The site was substantially complete in 2008 and
contains a total leasable area of 787,000 square feet, including shadow anchors.
The site is anchored by Canadian Tire (95,000 square feet) Winners/HomeSense (51,000 square feet), Future Shop (30,000
square feet), Sport Chek (28,000 square feet), Michaels (24,000 square feet), Mark’s Work Wearhouse (20,000 square feet),
Golf Town (18,000 square feet) and Shoppers Drug Mart (17,000 square feet). In addition, Home Depot (108,000 square feet)
and Costco (153,000 square feet) own their own premises and operate as part of the shopping centre. A 50% interest in this
property was sold to the CPPIB in September 2006 with a 10% interest retained by Trinity. RioCan’s ownership interest in the
property is 40%.
RioCan Elgin Mills Crossing
Richmond Hill, Ontario
This site is currently being developed into a 441,000 square foot new format retail centre and is a joint venture with Trinity and
Tamuz Investments. In May 2008, RioCan purchased an additional 12.5% interest in the site to bring its ownership interest to
62.5%. The site is anchored by Costco, which commenced operations in the fourth quarter of 2007 and by Home Depot, which owns
its own store and operates as part of the overall site. The centre has a strong mix of national tenants that include PetSmart,
Staples, Michaels, Mark’s Work Wearhouse (Canadian Tire), Scotia Bank, and TD Canada Trust. The site was substantially
complete in 2008.
RioCan Meadows
Whitemud Drive and 17th Street, Edmonton, Alberta
RioCan Meadows is strategically located at the southwest corner of Whitemud Drive and 17th Avenue, in southeast Edmonton.
Upon completion, the site will contain a total leasable area of 502,000 square feet. Existing anchor tenants include Winners
(28,000 square feet), Best Buy (27,000 square feet), Staples (20,000 square feet), Mark’s Work Wearhouse (15,000 square feet)
and PetSmart (18,000 square feet). In addition, a 98,500 square foot Home Depot (land lease) operates as part of the site.
A 6,000 square foot pad leased to CIBC is expected to be operational in August 2009. In addition, Loblaws, which owns its
own site, is expected to commence operations in a 165,000 square foot Real Canadian Superstore in the summer of 2009.
A 50% interest in this property was sold to the CPPIB in September 2006.
RioCan Centre Milton
Highway 401 and Steeles Avenue, Milton, Ontario
This 31.55-acre site located at the northeast corner of Maple Avenue and Thompson Road is currently a 291,000 square foot new
format retail power centre. The site is anchored by an 85,000 square foot Home Depot, which owns its own site but operates as
part of the centre. A 35,000 square foot Price Chopper (Sobeys), which also owns its own site, is expected to be developed in 2009.
Aside from the retailer-owned site under construction, the site is substantially complete. Additional tenants at the property include
Cineplex Odeon Cinemas, Premier Fitness, Bank of Montreal, Sleep Country, Boston Pizza and The Beer Store.
RioCan Centre Vaughan, Vaughan, Ontario
This development, a joint venture project with Trinity and Strathallen Capital Corp., is located at the southwest corner of
Highway 27 and Langstaff Road at the Highway 427 Extension. RioCan’s co-ownership interest is 31.25%. Upon full completion
this new format retail centre will comprise approximately 545,000 square feet of leasable area. Phase I of the project features
approximately 261,000 square feet. The property includes a Wal-Mart Supercentre (land lease), which occupies approximately
213,000 square feet and commenced operation in January 2009, with the remainder of the Phase I retail space preleased to a
number of national tenants.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Corbett Centre
Fredericton, New Brunswick
This 26 acre site, acquired by way of a 66-year long-term lease, is currently being developed into a 467,000 square foot new
format retail centre. The site is anchored by Home Depot, which owns its own store and operates as part of the overall site.
A Costco, which also owns its own store, will be developed in 2009. RioCan’s ownership interest in the property is 62.5%.
This site is being developed with Trinity.
Garrard Road and Taunton Road
Whitby, Ontario
This site has been developed into a 147,000 square foot new format retail centre and was substantially complete in the first
quarter of 2009. This site is anchored by a 142,000 square foot Lowe’s that commenced operations in January 2009 and is
substantially complete. A 5,000 square foot TD Canada Trust is scheduled to be developed in 2010.
Urban Intensification
Land use intensification opportunities arise from the fact that retail centres are generally built with lot coverage of
approximately 25% of the underlying land; therefore, particularly in urban markets, RioCan can obtain additional density,
retail or otherwise, on its existing property portfolio and, as the Trust already owns the underlying land, it is able to achieve
relatively high returns on the sale of non-retail use density. Significant projects underway include:
Avenue Road, Toronto, Ontario
Construction has commenced on RioCan’s development located at the northeast corner of Avenue Road and Fairlawn Avenue,
one of the busiest nodes in the City of Toronto. Comprising over 1.5 acres, the existing retail facility has been demolished
and is being redeveloped to accommodate a mixed-use building featuring a 5.5 storey residential component, along with
21,000 square feet of single storey retail street-front space, of which approximately 86% has been leased to-date. The
residential component, which is owned, developed and marketed by Tribute Communities, has a total of 80 units, of which
65 units (81%) have been sold. RioCan has a 50% profit participation right in connection with sale of the units. RioCan will
own and manage all aspects of the retail component of the development.
Queen Street and Portland Street, Toronto, Ontario
This property is situated on a one acre site in downtown Toronto, located in an area bound by Richmond Street to the south,
Portland Street to the east, and Queen Street to the north. This site will be developed into a mixed-use building featuring a
four-storey residential component as well as approximately 92,000 square feet of retail space on three storeys. The site will
be developed in partnership with Tribute Communities, which owns, develops and markets the residential component. A
total of 90 residential units are available, of which 67 units (74%) have been sold. RioCan owns and will manage the retail
component of the development, which is expected to be substantially complete by the fourth quarter of 2010. RioCan has a
40% profit participation right in connection with sale of the units. In January 2009, RioCan agreed to terminate its lease with
Home Depot of Canada Inc. in connection with the proposed store at Queen and Portland for cash consideration of $11.5 million.
RioCan is in the process of repositioning the retail portion of the development to reflect a new retail footprint. RioCan recently
finalized a new lease with Winners for 29,000 square feet and is in advanced stages of lease negotiations with Loblaws, which
has received approval from its Board for a new 53,000 square foot conditional lease.
Brentwood Village Shopping Centre, Calgary, Alberta
In December 2008, RioCan completed the sale of air rights and residential density associated with a 3.6 acre parcel of land
situated at the northernmost portion of the Brentwood Village Shopping Centre in Calgary, Alberta. The sale price was
$25.6 million. Brentwood Village Shopping Centre is owned in a joint venture between RioCan and Kimco. RioCan has
successfully obtained the required land use approval to permit a mixed-use development, which was a prerequisite of the
sale. RioCan recognized a gain of approximately $10 million on its interest sold. The purchaser will redevelop the site, which
will involve approximately 50,000 square feet of the existing retail being demolished and replaced with a number of mixedused
buildings, with approximately 40,000 square feet of retail space. RioCan and Kimco joint venture (“RioKim”) retained the
ownership of the retail component of the site.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
21
LEASING ACTIVITIES
Approximately 714,000 square feet were renewed during the three months ended June 30, 2009 at an average rent increase of
$1.06 per square foot, representing an increase of 7%, compared to approximately 535,000 square feet at an average rent
increase of $1.78 per square foot in the three months ended June 30, 2008, representing an increase of 11.7%. For the three
months ended June 30, 2009, RioCan retained approximately 93.2% of the expiring leases compared to the second quarter of
2008, which had a renewal retention rate of approximately 90%.
Approximately 1,460,000 square feet were renewed during the first six months of 2009 at an average rent increase of $0.82
per square foot, representing an increase of 5.8%, compared to approximately 1.6 million square feet at an average rent
increase of $1.33 per square foot in the first six months of 2008, representing an increase of 9.4%. For the six months ended
June 30, 2009, RioCan retained approximately 92.4% of the expiring leases compared to the second quarter of 2008, which had
a renewal retention rate of approximately 80%.

MANAGEMENT’S DISCUSSION AND ANALYSIS
RioCan’s portfolio leasing activity during the periods are as follows:
Three months ended Three months ended Year ended
June 30, 2009 June 30, 2008 December 31, 2008
Average Average Average
Square net rent Square net rent Square net rent
(in thousands, except per sqft amounts) feet per sqft (i) feet per sqft (i) feet per sqft (i)
Renewals 714 $ 16.19 535 $ 17.01 2,914 14.90
New leasing on existing portfolio 415 13.75 397 17.22 1,233 16.60
(i) Net rent is primarily contractual basic rent pursuant to tenant leases.
Six months ended
Six months ended
June 30, 2009 June 30, 2008
Average net
Average net
(in thousands, except per sqft amounts) Square feet rent per sqft (i) Square feet rent per sqft (i)
Renewals 1,460 $ 15.05 1,570 $ 13.18
New leasing on existing portfolio 770 15.40 707 16.31
(i)
Net rent is primarily contractual basic rent pursuant to tenant leases.
During the three months ended June 30, 2009, RioCan’s portfolio leasing activity by property type was as follows:
Renewals
New leasing on existing portfolio
Average net
Average net
(in thousands, except per sqft amounts) Square feet rent per sqft Square feet rent per sqft
New format retail 291 $ 17.06 245 $ 13.16
Grocery anchored centre 223 15.29 54 16.23
Enclosed shopping centre 120 14.76 76 13.02
Non-grocery anchored centre 32 10.64 10 11.04
Urban retail 14 34.70 2 68.86
Office 34 16.99 28 14.02
Total 714 $ 16.19 415 $ 13.75
22
During the six months ended June 30, 2009, RioCan’s portfolio leasing activity by property type was as follows:
Renewals
New leasing on existing portfolio
Average net
Average net
(in thousands, except per sqft amounts) Square feet rent per sqft Square feet rent per sqft
New format retail 513 $ 16.59 398 $ 15.58
Grocery anchored centre 530 13.77 129 16.40
Enclosed shopping centre 258 14.56 185 14.04
Non-grocery anchored centre 59 9.54 20 12.41
Urban retail 21 36.53 5 42.50
Office 79 13.54 33 14.72
Total 1,460 $ 15.05 770 $ 15.40

MANAGEMENT’S DISCUSSION AND ANALYSIS
During the three months ended June 30, 2008, RioCan’s portfolio leasing activity by property type was as follows:
Renewals
New leasing on existing portfolio
(in thousands, Average net Average net
except per sqft amounts) Square feet rent per sqft Square feet rent per sqft
New format retail 151 $ 17.29 128 $ 17.76
Grocery anchored centre 143 17.11 54 25.99
Enclosed shopping centre 110 18.49 148 13.72
Non-grocery anchored centre 88 15.47 21 16.13
Urban retail 6 34.92 11 26.61
Office 37 11.81 35 13.99
Total 535 $ 17.01 397 $ 17.22
During the six months ended June 30, 2008, RioCan’s portfolio leasing activity by property type was as follows:
Renewals
New leasing on existing portfolio
(in thousands, Average net Average net
except per sqft amounts) Square feet rent per sqft Square feet rent per sqft
New format retail 352 $ 18.60 268 $ 16.65
Grocery anchored centre 224 16.57 91 23.03
Enclosed shopping centre 707 9.39 235 13.02
Non-grocery anchored centre 112 17.44 28 17.20
Urban retail 122 8.95 12 26.16
Office 53 14.03 73 15.18
Total 1,570 $ 13.18 707 $ 16.31
During the year ended December 31, 2008, RioCan’s portfolio leasing activity by property type was as follows:
Renewals
New leasing on existing portfolio
(in thousands, Average net Average net
except per sqft amounts) Square feet rent per sqft Square feet rent per sqft
New format retail 842 $ 18.92 416 $ 18.37
Grocery anchored centre 654 14.88 240 18.61
Enclosed shopping centre 910 11.11 367 13.26
Non-grocery anchored centre 165 15.63 86 14.77
Urban retail 244 14.11 21 31.23
Office 99 16.32 103 15.18
Total 2,914 $ 14.90 1,233 $ 16.60
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
23

MANAGEMENT’S DISCUSSION AND ANALYSIS
Including anchor tenants, the components of this renewal activity for the three months ended June 30, 2009 by property type
are as follows:
New Grocery Enclosed Non-grocery
format anchored shopping anchored Urban
(in thousands, except per sqft amounts) Total retail centre centre centre retail Office
Renewals at market rental rates:
Square feet renewed 400 93 165 87 7 14 34
Average net rent per sqft $ 18.22 $ 22.90 $ 15.42 $ 16.06 $ 20.44 $ 34.70 $ 16.99
Increase in average net
rent per sqft $ 1.51 $ 4.02 $ 0.05 $ 0.82 $ 1.11 $ 4.90 $ 2.13
Fixed rental rate options in
favour of our tenants:
Square feet renewed 314 198 58 33 25 – –
Average net rent per sqft $ 13.58 $ 14.31 $ 14.90 $ 11.29 $ 7.77 $ – $ –
Increase in average net
rent per sqft $ 0.49 $ 0.66 $ – $ 0.65 $ – $ – $ –
Total:
Square feet renewed 714 291 223 120 32 14 34
Average net rent per sqft $ 16.19 $ 17.06 $ 15.29 $ 14.76 $ 10.64 $ 34.70 $ 16.99
Increase in average net
rent per sqft $ 1.06 $ 1.74 $ 0.04 $ 0.78 $ 0.25 $ 4.90 $ 2.13
Percentage increase in average
net rent per sqft 7.0% 11.4% 0.3% 5.6% 2.4% 16.4% 14.3%
Including anchor tenants, the components of this renewal activity for the six months ended June 30, 2009 by property type are
as follows:
New Grocery Enclosed Non-grocery
format anchored shopping anchored Urban
(in thousands, except per sqft amounts) Total retail centre centre centre retail Office
24
Renewals at market rental rates:
Square feet renewed 713 164 291 148 10 21 79
Average net rent per sqft $ 17.92 $ 19.24 $ 16.61 $ 18.64 $ 18.66 $ 36.53 $ 13.54
Increase in average net
rent per sqft $ 1.22 $ 2.38 $ 0.56 $ 0.54 $ 1.16 $ 7.22 $ 0.86
Fixed rental rate options in
favour of our tenants:
Square feet renewed 747 349 239 110 49 – –
Average net rent per sqft $ 12.31 $ 15.35 $ 10.31 $ 9.08 $ 7.64 $ – $ –
Increase in average net
rent per sqft $ 0.43 $ 0.76 $ 0.08 $ 0.36 $ – $ – $ –
Total:
Square feet renewed 1,460 513 530 258 59 21 79
Average net rent per sqft $ 15.05 $ 16.59 $ 13.77 $ 14.56 $ 9.54 $ 36.53 $ 13.54
Increase in average net
rent per sqft $ 0.82 $ 1.28 $ 0.34 $ 0.47 $ 0.20 $ 7.22 $ 0.86
Percentage increase in average
net rent per sqft 5.8% 8.4% 2.5% 3.3% 2.1% 24.6% 6.8%

MANAGEMENT’S DISCUSSION AND ANALYSIS
RioCan’s lease expiries for the portfolio by property type as at June 30, 2009 are as follows:
Lease expiries
(in thousands, except per sqft and percentage amounts) Portfolio NLA 2009 (i) 2010 2011 2012 2013
Square feet:
New format retail 15,447 265 911 1,442 1,032 1,309
Grocery anchored centre 7,353 301 814 981 1,112 532
Enclosed shopping centre 6,266 285 774 808 477 614
Non-grocery anchored centre 1,610 56 115 145 98 177
Urban retail 1,277 41 64 75 137 156
Office 1,583 47 345 297 61 161
Total 33,536 995 3,023 3,748 2,917 2,949
Square feet expiring/Portfolio NLA 3.0% 9.0% 11.2% 8.7% 8.8%
Average net rent per occupied square foot:
New format retail $ 15.68 $ 21.01 $ 18.42 $ 16.63 $ 17.77 $ 17.11
Grocery anchored centre 13.80 16.61 14.37 14.39 13.60 16.90
Enclosed shopping centre 11.12 14.79 10.14 11.03 14.04 15.16
Non-grocery anchored centre 12.55 14.25 14.37 13.25 13.81 13.88
Urban retail 20.35 24.12 30.67 21.79 29.67 15.41
Office 11.32 10.71 9.18 12.24 12.95 11.20
Total average net rent per sqft $ 14.32 $ 17.16 $ 14.26 $ 14.46 $ 15.89 $ 16.06
(i) Tenant expiries for the remaining six months of 2009.
The components of RioCan’s expiries for the remaining six months of 2009 by property type are as follows:
New Grocery Enclosed Non-grocery
format anchored shopping anchored Urban
(in thousands, except per sqft amounts) Total retail centre centre centre retail Office
2009 expiries with market rate
renewal options:
Square feet expiring 865 226 246 249 56 41 47
Average net rent per sqft $ 17.67 $ 21.60 $ 17.92 $ 14.83 $ 14.25 $ 24.12 $ 10.71
2009 expiries with fixed rental rate
options in favour of our tenants:
Square feet expiring 130 39 55 36 – – –
Average in-place net
rent per sqft $ 13.82 $ 17.56 $ 10.76 $ 14.49 $ – $ – $ –
Average renewal net
rent per sqft $ 14.90 $ 19.18 $ 10.87 $ 16.50 $ – $ – $ –
Increase in average net
rent per sqft $ 1.08 $ 1.62 $ 0.11 $ 2.01 $ – $ – $ –
Total
Square feet expiring 995 265 301 285 56 41 47
Average net rent per sqft $ 17.16 $ 21.01 $ 16.61 $ 14.79 $ 14.25 $ 24.12 $ 10.71
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
25

MANAGEMENT’S DISCUSSION AND ANALYSIS
Certain of RioCan’s leases allow for periodic increases in rates during the term of the leases. Contractual rent increases in
each year for the next five years are as follows:
For the years ending
(in thousands) 2009 (i) 2010 2011 2012 2013
Net increase in contractual rent receipts $ 1,553 $ 3,028 $ 1,987 $ 1,746 $ 1,963
(i) Increases for the remaining six months of 2009.
Tenant Restructuring and Bankruptcy Proceedings
RioCan endeavours to diversify its tenant base by location, by property type, by anchor type and by minimizing the degree of
reliance on any single tenant. In the regular course of business, RioCan will, however, encounter tenants that are subject to
restructuring, insolvency or bankruptcy activities. In most cases, rental revenue continues to be paid to RioCan by, or on
behalf of, the tenant. RioCan actively monitors such situations and, in those cases where vacancies result, RioCan endeavours
to replace tenants as quickly as possible at economically similar or better lease terms.
To date, RioCan has experienced unanticipated vacancies of approximately 654,000 square feet, of which RioCan’s interest was
454,000 square feet. The average gross rent on its ownership interest was $22.19 per square foot. Of this space as at June 30,
2009, approximately 292,000 square feet has been re-leased to new tenants, of which RioCan’s interest was 201,000 square feet,
at an average gross rent of $22.72 per square foot. As a result, 362,000 square feet remains unleased, of which RioCan’s interest
is 253,000 square feet which represents less than 1% of RioCan’s NLA at June 30, 2009. RioCan continues to market the balance
of the space, with the expectation that the majority of the space will be re-leased by the end of the year.
During 2009, tenant restructuring and bankruptcy activities included the following:
26
Petcetera
On March 20, 2009, Petcetera filed a Notice of Intention to Make a Proposal (“Notice”) under Section 50.4(1) of the Bankruptcy
and Insolvency Act. There are 12 Petcetera stores in RioCan’s portfolio of which six are co-owned with partners. At RioCan’s
interest, these locations comprise approximately 133,000 square feet and contribute annually approximately $2.7 million of
rental revenue. Petcetera continues to operate in 10 locations. On June 15, 2009, HSBC (the largest creditor) rejected the
proposal thereby pushing Petcetera into bankruptcy and, via court order, HSBC appointed PricewaterhouseCoopers to act as
receiver on June 15, 2009. Liquidation sales are underway and will likely be completed by mid-August at which time it is
expected that all the stores will close. Stores located at RioCan Grand Park and South Trail Crossing closed on July 17, 2009.
Buck orTwo
On March 20, 2009, Buck or Two (Extreme Properties Inc.) made a voluntary filing for creditor protection under the provisions
of the Companies’ Creditors Arrangement Act (“CCAA”). There are 25 Buck or Two stores in RioCan’s portfolio, 11 of which are
co-owned with partners. At RioCan’s interest, these locations comprise approximately 94,000 square feet and contribute
annually approximately $2.4 million of rental revenue. Subsequent to the CCAA filing, the tenant has repudiated seven leases
of which one has been subsequently re-leased. Buck or Two has communicated to RioCan that it expects the 18 remaining
leases will continue to operate based on the existing lease terms.
Linens ‘N Things
On October 18, 2008, Linens ‘N Things filed a Notice of Intention to Make a Proposal under Section 50.4(1) of the Bankruptcy
and Insolvency Act. An orderly liquidation of the company’s retail inventory from its leased premises was completed in the
fourth quarter of 2008. The space occupied by Linens ‘N Things comprised 10 centres within RioCan’s portfolio, nine of which
are co-owned with partners. RioCan’s net interest in Linens ‘N Things represented 149,600 square feet, representing
approximately $3.3 million of rental revenue in 2008.
On January 16, 2009, leases were disclaimed in 9 of the 10 locations. The remaining location was assigned to Forzani Group
Limited to operate a Sport Chek.
The majority of the Linens ‘N Things premises were located in recently-constructed, new format retail centres located in or
near one of Canada’s six primary markets. To date, RioCan has completed lease transactions for 7 locations and has
conditional deals negotiated on the remaining 2 locations.
Circuit City
On November 10, 2008, Circuit City filed a voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code. The Canadian operations were consequently forced to file for creditor protection under the CCAA on
the same date.
There are 44 The Source stores in RioCan’s portfolio located primarily in enclosed malls and new format retail locations of
which 18 are co-owned with partners. At RioCan’s interest, these locations comprise approximately 77,000 square feet and
contribute annually approximately $2.5 million of rental revenue.

MANAGEMENT’S DISCUSSION AND ANALYSIS
On March 2, 2009, BCE Inc. announced that it had agreed to acquire The Source to further enhance the growth of Bell’s consumer
electronics services. The Source continues to operate all 750 stores across Canada and is current with its rental payments.
The sale is now complete and all RioCan leases have been assigned to BCE Inc.
Cotton Ginny
In 2008, Cotton Ginny Inc. made a voluntary filing for creditor protection under the provisions of the CCAA. There were 13
Cotton Ginny stores in RioCan’s portfolio, 7 of which were co-owned with partners. At RioCan’s interest, these locations
comprised approximately 32,500 square feet, representing approximately $1.1 million of rental revenue in 2008. Subsequent
to the filing, RioCan terminated the leases for 2 locations. Cotton Ginny has since resumed operations in the 11 remaining
stores and RioCan has completed lease transactions for the 2 terminated locations. On June 29, 2009 Cotton Ginny filed a
Notice of Intention to Make a Proposal under Subsection 50.4 (1) of the Bankruptcy and Insolvency Act. All 11 leases remain
active and rent has been paid.
Capital Expenditures on Income Properties
Capital spending for new property acquisitions, Greenfield Developments and the redevelopment of RioCan’s existing
properties to create and/or extract additional value are expected to improve the overall earnings capacity of the property
portfolio. RioCan considers such amounts to be investing activities. As a result, RioCan does not expect such expenditures
to be funded from cash flows from operating activities and does not consider such amounts as a key determinant in setting
the amount that is distributed to its unitholders.
Maintenance capital expenditures refer to capital expenditures that are necessary to maintain the existing earnings capacity of
the Trust’s property portfolio. Such expenditures are considered in determining the amount that is distributed to unitholders
and primarily consist of:
• Tenant installation costs
RioCan’s portfolio requires ongoing investments of capital for tenant installation costs related to new and renewal tenant
leases. During the six months ended June 30, 2009, RioCan incurred tenant installation costs of approximately
$12 million, of which $1.5 million pertains to the office component lease up and renewals of the RioCan Yonge Eglinton
Centre. Tenant installation costs consist of tenant improvements and other leasing costs, including certain costs
associated with RioCan’s internal leasing professionals, primarily compensation costs.
Based on the income property portfolio at June 30, 2009, and management’s expectations for that portfolio, RioCan
estimates that the annual investments of capital for tenant installation costs for the next 12 months will be between
$22 million and $25 million. Included in the annualized leasing costs are approximately $3 million relating to the office
component lease up and renewals of RioCan Yonge Eglinton Centre. These amounts are consistent with the expenditures
incurred in the prior year. For the year ended December 31, 2008, tenant installation costs of approximately $25 million
were incurred, of which approximately $3 million related to the office component of RioCan Yonge Eglinton Centre.
Investments of capital for tenant installation costs for RioCan’s income properties are dependent upon many factors, including,
but not limited to, the lease maturity profile, unforeseen tenant bankruptcies and the location of the income properties.
• Recoverable and non-recoverable maintenance capital expenditures
RioCan also invests capital on a continuous basis to physically maintain the income properties. Typical costs incurred
are for roof replacement programs and the resurfacing of parking lots. Tenant leases generally provide for the ability to
recover a significant portion of such costs from tenants over time as property operating costs. RioCan expenses or
capitalizes these amounts to income properties, as appropriate.
As the portfolio is located in Canada, the majority of such activities occur when weather conditions are favourable. As a
result, these expenditures are not consistent throughout the year.
Expenditures for the recoverable and non-recoverable maintenance capital included in income properties are as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 (i) 2009 2008 (i)
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
27
26
Maintenance capital expenditures:
Recoverable from tenants $ 775 $ 335 $ 898 $ 501
Non-recoverable 578 557 1,411 1,017
$ 1,353 $ 892 $ 2,309 $ 1,518
(i) Refer to note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Based on the income property portfolio at June 30, 2009, and management’s expectations for that portfolio, RioCan estimates
that recoverable annual maintenance capital expenditures for the next 12 months (both capitalized and expensed) will be
between $5 million and $7 million, of which approximately $1 million to $2 million of these expenditures will be expensed,
and non-recoverable annual maintenance capital expenditures will be between $3.5 million and $5.5 million. These amounts
are consistent with the expenditures incurred in the prior year.
Maintenance capital expenditures for the Trust’s income properties are dependent upon many factors, including, but not limited
to, the number, age and location of the income properties. As at June 30, 2009, the estimated weighted average age of the
income property portfolio was 14.2 years (June 30, 2008 – 13.6 years).
Co-ownership Activities Included in Income Properties
Co-ownership activities represent real estate investments in which RioCan owns an undivided interest and where it has
joint control with its partners. RioCan records its proportionate share of assets, liabilities, revenue and expenses of all
co-ownerships in which it participates.
Joint venture platforms are important to RioCan not only for the future potential of the properties, but also in executing the
Trust’s strategy of creating reliable, long term third party streams of fee income from long-lived income properties in which it
owns an interest. RioCan generally provides property management, development, leasing services and financing fees for all
properties that are owned through co-ownership activities.
The Trust’s co-ownership arrangements are governed by co-ownership agreements with its various partners. RioCan’s standard
co-ownership agreement provides exit and transfer provisions, including, but not limited to, buy/sell and right of first offers
that allow for the unwinding of these co-ownership arrangements should the circumstances necessitate.
Generally, the Trust is only liable for its proportionate share of the obligations of the co-ownerships in which it participates, except
in limited circumstances. Credit risk arises in the event that co-owners default on the payment of its proportionate share of such
debts. Co-ownership agreements will typically provide for an option on the part of a non-defaulting co-owner to advance a default
loan on behalf of the defaulting co-owner. These credit risks are mitigated as the Trust has recourse under its co-ownership
agreements in the event of default by its co-owners, in which case the Trust’s claim would be against both the underlying real
estate investments and the co-owners that are in default. As at June 30, 2009, there have been no defaults by primary obligors.
RioCan’s proportionately consolidated co-ownerships are as follows:
Summary of Co-ownership Information
(thousands of square feet, except other data)
NLA of
income
NLA upon
RioCan’s Number of properties completion of
co-ownership income assets at Number of PUD projects
As at June 30, 2009 interest properties (i) 100% PUD projects (i) at 100%
28
Kimco 15.5% – 50% 45 9,259 – –
Trinity 25% – 75% 7 2,479 10 2,467
CPPIB 50% 1 455 1 337
CPPIB/Trinity 25% – 40% 1 528 3 2,870
Devimco 50% 1 1,117 – –
Other 20% – 50% 10 2,261 2 1,398
65 16,099 16 7,072
(i)
The number of properties under development (“PUD”) includes those properties with phased development where tenancies have already
commenced operations, as per the “Development Properties Summary”.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Total Assets by Co-ownership –proportionate share
As at June 30, 2009
Properties Properties
Income under held for December 31,
(thousands of dollars) properties development resale Other (i) Total 2008 (ii)
Kimco $ 592,275 $ 7,227 $ 526 $ 17,129 $ 617,157 $ 624,854
Trinity 295,478 77,086 6,259 13,443 392,266 388,260
CPPIB 77,099 3,824 – 2,076 82,999 83,647
CPPIB/Trinity 50,448 21,900 – 2,844 75,192 74,599
Devimco 141,678 1,944 – 6,069 149,691 154,922
Other 138,968 10,171 5,170 4,165 158,474 136,681
$ 1,295,946 $ 122,152 $ 11,955 $ 45,726 $ 1,475,779 $ 1,462,963
(i) Primarily includes cash, rents receivable and other operating related expenditures receivable from tenants.
(ii) Refer to Note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009
and 2008.
Total Debt by Co-ownership –proportionate share
June 30, December 31,
(thousands of dollars) 2009 2008
Kimco $ 472,574 $ 469,059
Trinity 231,209 219,721
CPPIB 301 217
CPPIB/Trinity 799 668
Devimco 98,370 101,634
Other 100,109 90,439
Net Operating Income by Co-ownership –proportionate share
$ 903,362 $ 881,738
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 (i) 2009 2008 (i)
Kimco $ 15,645 $ 14,896 $ 31,389 $ 29,511
Trinity 4,841 6,676 11,508 12,655
CPPIB 1,694 1,211 3,192 2,182
CPPIB/Trinity 1,034 593 2,093 1,100
Devimco 2,481 2,634 4,813 5,240
Other 3,733 2,998 6,871 6,053
$ 29,428 $ 29,008 $ 59,866 $ 56,741
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
29
(i) Refer to Note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009
and 2008.
Kimco Realty Corporation (“Kimco”)
RioCan holds joint investments with Kimco, a U.S. REIT. Kimco owns and operates one of the largest portfolios of
neighbourhood and community shopping centres in North America. As of March 31, 2009, Kimco owned interests in 1,476
properties comprising 155 million square feet of leasable space across 45 states, Puerto Rico, Canada, Mexico and South
America. Publicly traded on the NYSE under the symbol KIM, and included in the S&P 500 Index, Kimco has focused on
shopping centre acquisitions, development and management for 50 years.

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009, the aggregate joint investments in RioKim and RioKim II comprise interests in 45 properties aggregating
approximately 9.3 million square feet (9 million square feet is owned on a 50-50 basis and 300,000 square feet is owned on
a 1/3 basis by each of RioCan, Kimco and Trinity). As a normal part of operations, RioCan provides guarantees on behalf of
third parties, including certain partners and co-owners for their respective share of mortgages payable. As at June 30, 2009,
RioCan, on behalf of Kimco, provided guarantees on approximately $237.5 million ($253.8 million at December 31, 2008) of
mortgages payable for Kimco’s share of properties held through RioKim, for which the Trust receives fees (see “Off Balance
Sheet Liabilities and Guarantees”).
30
Trinity Development Group (“Trinity”)
Trinity is a privately-held development company founded in 1991. The company has played a prominent role in the development
of new format regional retail centres across Canada. The company also constructs and leases high quality food-anchored
neighbourhood and convenience centres in several Canadian markets. Trinity currently has interests in a portfolio of
approximately 13 million square feet. An additional 6.7 million square feet have been developed with partners and sold
by the company. In addition to its existing shopping centres, Trinity currently has interests in seven new properties under
development, and another 22 sites under various stages of planning and development. Trinity has strong relationships with
national and regional retailers, as well as strategic alliances and numerous co-ventures with financial partners, including
RioCan, a relationship that dates back to 1995.
As at June 30, 2009, RioCan’s joint investments with Trinity include interests in seven completed income properties aggregating
approximately 2.5 million square feet, and 13 Greenfield Development projects which, upon substantial completion, will comprise
3.2 million square feet. These co-ownership interests range from 25% to 75%. The Trust’s relationship with Trinity is strategic
as a large component of the development pipeline was sourced through this partner. As part of this relationship, RioCan lends to
Trinity a substantial portion of the development costs on assets that are jointly developed, amounting to $165.4 million at June 30,
2009 ($152.1 million at December 31, 2008), which are reflected in mortgages receivable. These mortgages bear contractual
interest rates ranging from 2.75% to 8% per annum, and are due on demand or, in accordance with varying terms, up to 2015.
RioCan is the property and leasing manager for these assets. The completed income properties in this joint investment were
acquired as part of the Trust’s development program. At June 30, 2009, RioCan, on behalf of Trinity, provided guarantees on
approximately $54.1 million ($67.8 million at December 31, 2008) of mortgages payable for Trinity’s share of properties held
through the co-ownerships, for which the Trust receives fees (see “Off Balance Sheet Liabilities and Guarantees”).
Canada Pension Plan Investment Board (“CPPIB”)
CPPIB is a professional investment management organization that invests the funds not needed by the Canada Pension Plan
(“CPP”) to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified
portfolio of assets, the CPPIB invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and
fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPPIB is governed and
managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2009, the CPP Fund
totalled $105.5 billion.
RioCan entered into an agreement with CPPIB during 2006 for the sale of interests in three income properties, ranging from
22.5% to 50%, and ultimately comprising approximately 502,000 square feet. These dispositions are being completed in stages
as leasable area is occupied by tenants. The sale prices are determined by valuing such areas at predetermined multiples of
net operating income, plus predetermined per square foot amounts for additional buildable density. At June 30, 2009, the
estimated remaining sale proceeds under this agreement are $1.6 million in 2009, representing 3,000 square feet. During the
six months ended June 30, 2009, no disposition proceeds were received under this agreement as compared to $38 million
during the same period in 2008 with any resulting gains, if any, included in gains on properties held for resale (see
“Properties Held for Resale”).
One of the above three income properties, RioCan, Beacon Hill is also co-owned with Trinity (see “CPPIB/Trinity” below). At
June 30, 2009, the joint CPPIB investments, in addition to RioCan Beacon Hill, comprise interests in two properties, RioCan
Centre Burloak and RioCan Meadows, which aggregate approximately 792,000 square feet.
CPPIB/Trinity
At June 30, 2009, RioCan’s joint investments with CPPIB and Trinity include interests in one income property, RioCan Beacon Hill,
which aggregates approximately 491,000 square feet, and three development projects being Jacksonport, located in Calgary,
Alberta, St. Clair and Weston Road located in Toronto, Ontario and East Hills located in Calgary, Alberta (see “Properties Under
Development” for the details of these projects). CPPIB acquired all three development projects from RioCan and Trinity in 2008,
with interests ranging from 37.5% to 50%. RioCan and Trinity continue to have ownership interest in these sites.
RioCan’s interest in the above 2008 partial dispositions generated cash proceeds of approximately $54.5 million and resulted
in the recognition of approximately $18 million in gains on properties held for resale.
During 2009, RioCan anticipates recording additional gains on two of the projects aggregating approximately $7 million upon
completion of the zoning.

Devimco Group Inc. (“Devimco”)
The Quartier DIX30 centre is located in Brossard, Quebec, located south of Montreal. This regional lifestyle centre is comprised of
approximately 2 million square feet of retail space. The Trust’s 50% joint investment with Devimco, and its Quebec based pension
fund partners, comprises approximately 1.1 million square feet. During 2008, Devimco completed the sale of a 20% interest in
Quartier DIX30 to a Quebec-based pension fund. As part of this transaction, Devimco’s option requiring RioCan to purchase its
50% co-ownership interest was terminated.
Other joint investments
Other joint investments comprise interests in 12 properties aggregating approximately 3.7 million square feet. RioCan’s
ownership interests range from 20% to 50% with a variety of partners in addition to those noted above, including Sun Life,
Canada Mortgage and Housing Corporation, First Gulf Corporation, and Quebec Retail Properties Inc. RioCan’s owned interest
comprises approximately 1.4 million square feet.
As at June 30, 2009, RioCan, on behalf of these co-owners, provided guarantees on approximately $39 million ($35.7 million at
December 31, 2008) of mortgages payable for such co-owners’ share of properties held through the co-ownerships, for which the
Trust receives fees (see “Off Balance Sheet Liabilities and Guarantees”).
Equity Investments in Income Properties
Equity investments are comprised of real estate investments where RioCan exercises significant influence, but not control or
joint control, over the investment. These investments are accounted for using the equity method, whereby the original cost of
the investment is adjusted for RioCan’s share of net earnings, capital advances and distributions receivable or received. Equity
accounted for investments are $9.3 million at June 30, 2009 and $8.9 million at December 31, 2008.
RioCan has a 15% equity interest ($6.5 million at June 30, 2009, compared to $6 million at December 31, 2008) in RRVLP.
RRVLP was formed in 2003 with a 60% participation by the Teachers Insurance and Annuity Association-College Retirement
Equities Fund (“TIAA-CREF”) and a 25% participation by the Ontario Municipal Employees Retirement System (“OMERS”). The
business of RRVLP is to acquire underperforming shopping centres in Canada that have the potential for significant valueadded,
redevelopment or repositioning opportunities and then to sell these assets over a number of years. RRVLP provides
RioCan with a vehicle that enables it to benefit as a minority investor in pursuing value-added opportunities and to earn asset
management, property management, development and leasing fees in addition to incentive compensation for out-performance.
See “Properties Held for Resale” and “Fee and Other Income”.
By December 31, 2005, the partners had committed the full capital resources of RRVLP, which capital was invested in 12 centres
aggregating approximately 3.4 million square feet. As at June 30, 2009, 10 properties have been sold, which gains were
reported as properties held for resale. The partners have agreed to monetize the two remaining investments in RRVLP before
February 2010, subject to acceptable market conditions. In the event that market conditions preclude the sale of these
remaining investments, the RRVLP partners can unanimously agree to extend the term of the partnership.
Properties Under Development
RioCan has a Greenfield Development program primarily focused on new format and urban retail centres. The provisions of the
Trust’s Declaration have the effect of limiting direct and indirect investments, net of related mortgage debt, in non-income
producing properties to no more than 15% of the Adjusted Unitholders’ Equity of the Trust. “Adjusted Unitholders’ Equity” is a
non-GAAP measure defined in RioCan’s Declaration as the amount of unitholders’ equity plus the amount of accumulated
amortization of income properties recorded by the Trust, calculated in accordance with GAAP. At June 30, 2009, RioCan was in
compliance with this restriction. RioCan undertakes such developments on its own, or on a co-ownership basis, with established
developers to whom the Trust generally provides mezzanine financing. With some exceptions for land in the high growth markets,
generally RioCan will not acquire or fund significant expenditures for undeveloped land unless it is zoned and an acceptable level of
space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends itself to phased construction
keyed to leasing levels, which avoids the creation of meaningful amounts of vacant space. As a normal part of operations, RioCan
also expands and redevelops components of existing shopping centres to create and/or extract additional value.
RioCan Real Estate Investment Trust SECOND QUARTER Report 2009
31

MANAGEMENT’S DISCUSSION AND ANALYSIS
The costs related to these redevelopment and development activities are comprised of acquisition costs, third party and
internal costs directly related to the development and initial leasing of the properties, including applicable salaries and other
direct costs, property taxes, interest on both specific and general debt, and all property revenues and expenses during the
development period.
The change in the net carrying amount is as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Properties under development:
Balance, beginning of period $ 277,822 $ 293,953 $ 315,354 $ 316,055
Acquisitions – 25,014 – 36,062
Development expenditures (i) 18,392 37,920 27,567 73,549
Completion of properties under development (32,857) (40,112) (79,564) (109,562)
Transfers from income properties 7,149 884 7,149 25,026
Dispositions and other (ii) (1,929) 496 (1,929) (22,975)
Properties under development, end of period $ 268,577 $ 318,155 $ 268,577 $ 318,155
Properties held for resale:
Balance, beginning of period $ 54,956 $ 82,917 $ 52,608 $ 74,105
Acquisition expenditures – 15,708 – 24,580
Development expenditures and other (156) 9,888 5,592 20,878
Dispositions (22) (48,954) (3,422) (60,004)
Properties held for resale, end of period $ 54,778 $ 59,559 $ 54,778 $ 59,559
(i)
(ii)
Development expenditures reduced by the $11.5 million lease termination payment on the Queen and Portland property.
Refer to footnote discussion in “Income Properties”.
Properties under development and properties held for resale include:
As at June 30, 2009 As at December 31, 2008
Properties Properties Properties Properties
under held for under held for
development resale Total development resale Total
32
Greenfield properties less than 90% complete (i) $ 145,606 $ 10,837 $ 156,443 $ 151,441 $ 37,010 $ 188,451
Greenfield properties more than 90% complete 6,816 – 6,816 8,278 – 8,278
Redevelopment of income properties and
land use intensification 115,049 – 115,049 152,782 – 152,782
Income properties and urban intensification – 43,941 43,941 – 15,598 15,598
Greenfield properties not in active development 1,106 – 1,106 2,853 – 2,853
$ 268,577 $ 54,778 $ 323,355 $ 315,354 $ 52,608 $ 367,962
(i)
Included in “Development Properties Summary” tables.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Development Properties Summary
As at June 30, 2009, RioCan had ownership interests in 13 Greenfield Development projects that will, upon completion, comprise
approximately 9.4 million square feet, of which RioCan’s ownership interest will be approximately 3.3 million square feet.
The change in RioCan’s owned interest in its Greenfield Development pipeline is as follows:
Three months ended June 30, Six months ended June 30,
(thousands of square feet) 2009 2008 2009 2008
Properties under development:
Balance, beginning of period 2,813 2,602 2,812 3,044
Acquisitions – 759 – 1,156
Substantial completion of greenfield
development projects – (227) – (994)
Other 38 115 39 43
Properties under development, end of period 2,851 3,249 2,851 3,249
Properties held for resale (i):
Balance, beginning of period 431 882 610 486
Acquisitions – 250 – 646
Substantial development of greenfield
development projects – – (147) –
Dispositions – (449) (32) (449)
Other – 168 – 168
Properties held for resale, end of period 431 851 431 851
Balance, end of period 3,282 4,100 3,282 4,100
(i)
As discussed under “Co-ownership Activities Included in Income Properties”, at June 30, 2009, RioCan is disposing of approximately
3,000 (June 30, 2008 – 46,000) square feet of the original 502,000 square feet of RioCan Meadows to CPPIB on a forward sale basis.
These square footage amounts relating to the forward sales have not been included in the above properties held for resale square
footage amounts.
RioCan Real Estate Investment Trust SECOND QUARTER Report 2009
33

MANAGEMENT’S DISCUSSION AND ANALYSIS
Highlights of RioCan’s development pipeline as at June 30, 2009, are as follows:
As at June 30, 2009
Estimated square feet upon completion of the development project
RioCan’s
RioCan’s interest
Total Retailer and Potential future
(thousands of square feet, RioCan’s % estimated owned partners’ development Total Total
except percentage amounts) ownership development anchors (iv) interests IPP PUD (v) RioCan partner
RioCan owned:
Avenue Road, Toronto, ON 100% 21 – 21 – 21 – 21 –
Barrie Essa Road, Barrie, ON (i) 100% 288 – 288 214 5 69 288 –
Eglinton Avenue & Warden Avenue, Toronto, ON 100% 169 – 169 – 144 25 169 –
Queen Street & Portland Street, Toronto, ON 100% 92 – 92 – 92 – 92 –
RioCan Renfrew Centre, Renfrew, ON 100% 210 74 136 53 – 83 136 –
780 74 706 267 262 177 706 –
Co-ownerships:
Trinity
Clappison’s Crossing, Hamilton, ON 50% 319 – 319 52 84 23 159 160
Corbett Centre, Fredericton, NB 62.5% 467 236 231 54 19 71 144 87
Gravenhurst, ON 33.3% 301 – 301 45 4 51 100 201
Hazeldean Road, Ottawa, ON 33.3% 378 121 257 – 26 60 86 171
Highway 401 & Thickson Road – Phase I, Whitby, ON 25% 205 – 205 25 – 26 51 154
Innes Road & Belcourt Boulevard, Ottawa, ON 33.3% 417 142 275 – 41 51 92 183
Okotoks, AB 50% 402 247 155 – 20 57 77 78
RioCan Centre Vaughan, Vaughan, ON 31.25% 545 – 545 75 7 89 171 374
Stouffville, ON 34% 179 – 179 – – 61 61 118
3,213 746 2,467 251 201 489 941 1,526
CPPIB
RioCan Meadows, Edmonton, AB (ii) 50% 502 165 337 145 5 18 168 169
34
CPPIB/Trinity
East Hills, Calgary, AB 37.5% 1,586 – 1,586 – – 595 595 991
Jacksonport, Calgary, AB 25% 1,141 427(iii) 714 – – 178 178 536
St. Clair Avenue & Weston Road, Toronto, ON 25% 570 – 570 – – 142 142 428
3,297 427 2,870 – – 915 915 1,955
Other
Westney Road & Taunton Road, Ajax, ON 20% 173 – 173 – 12 23 35 138
Windfield Farms, Oshawa, ON (i) 33.3% 1,225 – 1,225 – – 408 408 817
1,398 – 1,398 – 12 431 443 955
Other projects
Paris, ON (vi) 62.5% 174 – 174 – – 109 109 65
Total Development NLA 9,364 1,412 7,952 663 480 2,139 3,282 4,670
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Included (or a portion thereof) in properties held for resale.
As discussed under “Co-ownership Activities Included in Income Properties”, 50% of this development is subject to a forward sale to
CPPIB. As a result, only RioCan’s interest is reported.
Retailer owned anchor contemplated in site plan (for projection purposes only).
Retailer owned anchors include both completed and sale transactions under contract.
Potential future development projects will be deferred until economic conditions warrant. RioCan will not commence construction until
it has secured the requisite leasing commitments and appropriate risk-adjusted returns.
RioCan has a Put Option to sell its interest in this property back to the vendor.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Anticipated development completion
As at June 30, 2009
(thousands of square feet, RioCan’s % Leasing % Leasing Current Potential future Anticipated
except percentage amounts) ownership activity (iii) activity development development anchors (v)
RioCan owned:
Avenue Road, Toronto, ON 100% 18 86% Q1 2011 –
Barrie Essa Road, Barrie, ON (i) 100% 219 76% Q3 2009 2013 Loblaws, Lowe’s
Eglinton Avenue & Warden Avenue, Toronto, ON 100% 144 85% Q4 2009 2010 Zellers
Queen Street & Portland Street, Toronto, ON 100% 82 89% Q4 2010 – Loblaws,
Winners
RioCan Renfrew Centre, Renfrew, ON 100% 53 39% – 2010 Loblaws*
Staples
516 73%
Co–ownerships:
Trinity
Clappison’s Crossing, Hamilton, ON 50% 276 87% Q3 2009 2010–2011 Rona, Wal-Mart
Corbett Centre, Fredericton, NB 62.5% 93 40% Q3 2009 2010–2011 Home Depot*,
Costco*
Gravenhurst, ON 33.3% 146 49% Q2 2010 2011–2012 Canadian Tire,
Sobeys
Hazeldean Road, Ottawa, ON 33.3% 89 35% Q4 2010 2011 Lowe’s*
Highway 401 & Thickson Rd – Phase I, Whitby, ON 25% 99 48% – 2010–2011 Rona
Innes Road & Belcourt Boulevard, Ottawa, ON 33.3% 119 43% Q4 2010 2010–2011 Lowe’s*
Okotoks, AB 50% 40 26% Q4 2010 2011 Home Depot*,
Costco*
RioCan Centre Vaughan, Vaughan, ON 31.25% 261 48% Q1 2010 2011 Wal-Mart
Stouffville, ON 34% – – – 2011
1,123 46%
CPPIB
RioCan Meadows, Edmonton, AB (ii) 50% 300 89% Q3 2009 2011 Loblaws*,
Home Depot,
Staples, Winners,
Best Buy
CPPIB/Trinity
East Hills, Calgary, AB 37.5% – – – 2012 (iv)
Jacksonport, Calgary, AB 25% – – – 2012 (iv)
St. Clair Avenue & Weston Road, Toronto, ON 25% – – – 2011–2012 (iv)
– –
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
35
Other
Westney Road & Taunton Road, Ajax, ON 20% 59 34% Q1 2010 2010–2011 Sobeys
Windfield Farms, Oshawa, ON (i) 33.3% – – – 2014 (iv)
59 4%
1,998 25%
(i) Included (or a portion thereof) in properties held for resale.
(ii) As discussed under “Co-ownership Activities Included in Income Properties”, 50% of this development is subject to a forward sale to
CPPIB. As a result, only RioCan’s interest is reported.
(iii) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines.
(iv) The first phases are expected to be substantially complete by the dates indicated.
(v) Anchors that are retailer owned are designated with an asterisk (*).

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009
Acquisition and development expenditures incurred to date
RioCan’s interest
Estimated remaining construction
expenditures to complete
Estimated remaining development activity
to be funded by RioCan
Current development
(thousands of dollars)
Estimated Amount Amount
RioCan’s % project cost included in included in Partners’ RioCan’s Partners’ 2011 & Future
ownership –100% (iii) IPP PUD Total interest Total interest interest Total 2009 2010 thereafter development
RioCan owned:
Avenue Road, 100% $ 26,614 $ – $ 15,214 $ 15,214 $ – $ 15,214 $ 11,400 $ – $ 11,400 $ 8,620 $ 2,160 $ 620 $ 0
Toronto, ON
Barrie Essa Road, 100% 44,324 26,486 5,668 32,154 – 32,154 12,170 – 12,170 152 213 252 11,553
Barrie, ON (i)
Eglinton Avenue & 100% 46,309 – 22,782 22,782 – 22,782 23,527 – 23,527 15,991 2,505 382 4,649
Warden Avenue,
Toronto, ON
Queen Street & 100% 36,486 – 3,819 3,819 – 3,819 32,667 – 32,667 6,384 25,357 926 –
Portland Street,
(iv)
Toronto, ON
RioCan 100% 29,498 11,325 2,538 13,863 – 13,863 15,635 – 15,635 251 182 182 15,020
Renfrew Centre,
Renfrew, ON
183,231 37,811 50,021 87,832 – 87,832 95,399 – 95,399 31,398 30,417 2,362 31,222
Co-ownerships:
Trinity
Clappison’s 50% 52,197 9,840 10,382 20,222 20,222 40,444 5,876 5,877 11,753 1,067 1,172 313 9,201
Crossing,
Hamilton, ON
Corbett Centre, 62.5% 46,252 9,549 4,830 14,379 8,628 23,007 14,528 8,717 23,245 1,641 344 359 20,901
Fredericton, NB
Gravenhurst, ON 33.3% 59,501 8,219 3,138 11,357 22,714 34,071 8,476 16,954 25,430 411 169 95 7,801
Hazeldean Road, 33.3% 62,118 – 6,094 6,094 12,186 18,280 14,612 29,226 43,838 (59) 10,739 1,065 32,093
Ottawa, ON
Highway 401 & 25% 40,465 4,768 658 5,426 16,277 21,703 4,690 14,072 18,762 74 – – 9,307
Thickson Road –
Phase I, Whitby, ON
Innes Road & 33.3% 62,050 – 6,304 6,304 12,610 18,914 14,379 28,757 43,136 7,851 4,189 1,235 29,861
Belcourt Boulevard,
Ottawa, ON
Okotoks, AB 50% 37,830 – 3,038 3,038 3,036 6,074 15,878 15,878 31,756 4,590 899 177 18,151
RioCan Centre 31.25% 86,214 5,244 10,734 15,978 40,240 56,218 9,374 20,622 29,996 973 154 160 8,087
Vaughan,
Vaughan, ON
Stouffville, ON 34% 43,492 – 6,418 6,418 12,458 18,876 8,369 16,247 24,616 114 – – 24,502
490,119 37,620 51,596 89,216 148,371 237,587 96,182 156,350 252,532 16,662 17,666 3,404 159,904
CPPIB
RioCan Meadows, 50% 36,541 28,690 3,840 32,530 709 33,239 1,827 1,475 3,302 115 237 – 1,475
Edmonton, AB (ii)
36
CPPIB/Trinity
East Hills, 37.5% 346,892 – 17,658 17,658 29,430 47,088 112,426 187,378 299,804 7,047(v) 726 747 160,119
Calgary, AB
Jacksonport, 25% 184,058 – 12,932 12,932 38,796 51,728 33,084 99,246 132,330 3,238 1,061 1,007 60,860
Calgary, AB
St. Clair Avenue & 25% 135,846 – 7,350 7,350 22,049 29,399 26,611 79,836 106,447 595 687 728 51,213
Weston Road,
Toronto, ON
666,796 – 37,940 37,940 90,275 128,215 172,121 366,460 538,581 10,880 2,474 2,482 272,192
Other
Westney Road 20% 48,109 – 2,969 2,969 10,831 13,800 6,862 27,447 34,309 901 1,291 174 4,496
& Taunton Road,
Ajax, ON
Windfield Farms, 33.3% 195,723 – 10,077 10,077 20,154 30,231 55,164 110,328 165,492 225 427 – 54,512
Oshawa, ON (i)
243,832 – 13,046 13,046 30,985 44,031 62,026 137,775 199,801 1,126 1,718 174 59,008
$1,620,519 $ 104,121 $ 156,443 $ 260,564 $ 270,340 $ 530,904 $ 427,555 $ 662,060 $1,089,615 $ 60,181 $ 52,512 $ 8,422 $ 523,801
(i) Included (or a portion thereof) in properties held for resale.
(ii) As discussed under “Co-ownership Activities Included in Income Properties”, 50% of this development is subject to a forward sale to CPPIB.
As a result, only RioCan's interest is reported.
(iii) Proceeds from sale to shadow anchors reduce projected cost at cost.
(iv) Estimated project cost has been reduced by the $11.5 million lease termination payment received in January 2009.
(v) Includes Phase II land purchase.

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009
Development financing
RioCan and partners
Third party
RioCan
Total Remaining RioCan on Total
RioCan’s % in place Advanced to be behalf of RioCan Other
(thousands of dollars) ownership financing to date advanced RioCan partners funded partners Total
RioCan owned:
Avenue Road, Toronto, ON 100% $ 13,918 $ 2,518 $ 11,400 $ – $ – $ – $ – $ –
Barrie Essa Road, Barrie, ON (i) 100% – – – 12,170 – 12,170 – 12,170
Eglinton Avenue & Warden Avenue, 100% – – – 23,527 – 23,527 – 23,527
Toronto, ON
Queen Street & Portland Street, 100% – – – 32,667 – 32,667 – 32,667
Toronto, ON
RioCan Renfrew Centre, 100% – – – 15,635 – 15,635 – 15,635
Renfrew, ON
13,918 2,518 11,400 83,999 – 83,999 – 83,999
Co-ownerships:
Trinity
Clappison’s Crossing, Hamilton, ON 50% 22,500 4,485 18,015 (3,131) (3,131) (6,262) – (6,262)
Corbett Centre, Fredericton, NB 62.5% 35,000 10,366 24,634 (868) (521) (1,389) – (1,389)
Gravenhurst, ON 33.3% 31,500 11,126 20,374 1,685 – 1,685 3,371 5,056
Hazeldean Road, Ottawa, ON 33.3% – – – 14,612 29,226 43,838 – 43,838
Highway 401 & Thickson Road – 25% – – – 4,690 4,691 9,381 9,381 18,762
Phase I, Whitby, ON
Innes Road & Belcourt Boulevard, 33.3% – – – 14,379 28,757 43,136 – 43,136
Ottawa, ON
Okotoks, AB 50% – – – 15,878 7,939 23,817 7,939 31,756
RioCan Centre Vaughan, Vaughan, ON 31.25% 25,500 23,093 2,407 8,621 – 8,621 18,968 27,589
Stouffville, ON 34% – – – 8,369 16,247 24,616 – 24,616
114,500 49,070 65,430 64,235 83,208 147,443 39,659 187,102
CPPIB
RioCan Meadows, Edmonton, AB (ii) 50% – – – 1,827 – 1,827 1,475 3,302
CPPIB/Trinity
East Hills, Calgary, AB 37.5% – – – 112,426 56,213 168,639 131,165 299,804
Jacksonport, Calgary, AB 25% – – – 33,084 33,082 66,166 66,164 132,330
St. Clair Avenue & Weston Road, 25% – – – 26,611 26,612 53,223 53,224 106,447
Toronto, ON
– – – 172,121 115,907 288,028 250,553 538,581
Other
Westney Road & Taunton Road, Ajax,ON 20% – – – 6,862 – 6,862 27,447 34,309
Windfield Farms, Oshawa, ON (i) 33.3% – – – 55,164 – 55,164 110,328 165,492
– – – 62,026 – 62,026 137,775 199,801
$ 128,418 $ 51,588 $ 76,830 $ 384,208 $ 199,115 $ 583,323 $ 429,462 $1,012,785
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
37
(i)
(ii)
Included (or a portion thereof) in properties held for resale.
As discussed under “Co-ownership Activities Included in Income Properties”, 50% of this development is subject to a forward sale to
CPPIB. As a result, only RioCan’s interest is reported.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Development Expenditures for Currently Active Projects
in thousands
$60,000
$50,000
$40,000
$30,000
$20,000
Co-ownership – Trinity/CPPIB
Co-ownership – Trinity
Co-ownership – Other
Co-ownership – CPPIB
RioCan owned developments
$10,000
38
$0
2009 2010 2011 &
Thereafter
As discussed above, unenclosed new format retail lends itself to phased construction key to leasing levels which avoids the
creation of meaningful amounts of vacant space. The timing of completion of these phased Greenfield Developments is
highlighted in the above tables.
Developments that have an income producing component are discussed under “Income Properties”. The details of the other
Greenfield Development projects are as follows:
Jacksonport, Calgary, Alberta
During the first quarter of 2008, RioCan and Trinity sold a 50% interest in the development to CPPIB, each retaining a 25%
ownership interest in the development. This development will consist predominately of new format retail. The aggregate cost
of the development is expected to be approximately $184 million and upon completion, will feature approximately 1.1 million
square feet of retail space. Certain site servicing work commenced in 2008. Commencement of construction has been
deferred due to current market conditions.
St. Clair and Weston Road, Toronto, Ontario
During the first quarter of 2008, RioCan and Trinity sold a 50% interest in the development to CPPIB, with each retaining a
25% ownership interest in the development. The development features 19 acres and will ultimately feature approximately
570,000 square feet of retail space. The project concept features a unique urban, two-storey retail prototype that has been
successfully utilized in the United States. Pending municipal approvals, and future leasing activity, it is anticipated that site
servicing will commence either in late 2009 or 2010.
East Hills, Calgary, Alberta
The East Hills development consists of three phases. Phases I and III comprise approximately 115 acres and Phase II
comprises approximately 27 acres. The acquisition of Phase II is expected to cost approximately $13 million and is
expected to close in the fourth quarter of 2009. The aggregate cost of the total development is expected to be approximately
$347 million. Upon completion, it is expected that the site will feature almost 1.6 million square feet of new format retail
space. In October 2008, RioCan, Trinity and the original vendor reduced their ownership interests in Phases I and III to
37.5%, 12.5% and 12.5%, respectively, with CPPIB acquiring a 37.5% non-managing ownership interest.
Hazeldean Road, Ottawa, Ontario
RioCan’s site on Hazeldean Road is currently being developed into a 378,000 square foot new format retail centre as a joint
venture with Trinity and Shenkman Corporation. This site will be anchored by a Lowe’s, which owns its site and will operate as
part of the overall site. RioCan’s ownership interest in the property is 33.3%.
Windfield Farms, Oshawa, Ontario
Windfield Farms, located in Oshawa, Ontario, is a 157 acre site intended to be developed into a 1.2 million square foot regional
new format retail centre. RioCan’s ownership interest in the property is 33.3%. The site is being developed with two partners.
Clappison’s Crossing, Flamborough, Ontario
This site is currently being developed into a 319,000 square foot new format retail centre as a joint venture with Trinity. The
site is currently anchored by Rona, which commenced operations in the fourth quarter of 2007. The Trust has commenced
construction of a 151,000 square foot Wal-Mart. RioCan’s ownership interest in the property is 50%.
Innes Road and Belcourt Boulevard, Ottawa, Ontario
This 39 acre site is currently being developed into a 417,000 square foot new format retail centre as a joint venture with Trinity
and Shenkman Corporation. The site will be anchored by Lowe’s, which owns its site and will operate as part of the overall
site. RioCan’s ownership interest in the property is 33.3%.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Okotoks, Alberta
This 27 acre site is currently being developed into a 402,000 square foot new format retail centre as a joint venture with Trinity
and Tristar. The site is anchored by a 90,000 square foot Home Depot, which owns its own store, and operates as part of the
overall site. A Costco, which also owns its store, will be developed in 2009. RioCan’s ownership interest in the property is 50%.
Eglinton Avenue and Warden Avenue, Toronto, Ontario
During 2008, RioCan entered into a land lease agreement with Lowe’s to open a new home improvement store that will form
part of an existing property, RioCan Warden Centre, located at Warden Avenue and Eglinton Avenue in Toronto, Ontario, which
is adjacent to the development property at the same intersection. The centre is a 169,000 square foot new format retail centre
featuring a number of national retailers. In order to accommodate Lowe’s, the former Wal-Mart store was demolished. The
new Lowe’s store commenced operations in the second quarter of 2009. It is anticipated that a Canadian chartered bank will
commence operations in the latter half of 2009.
RioCan Renfrew Centre
O’Brien Road and Gillan Street, Renfrew, Ontario
This 14 acre site is currently being developed into a 210,000 square foot retail strip plaza. The site is anchored by a 74,000
square foot Loblaws, which owns its own lands, and is expected to be accompanied by 136,000 square feet of ancillary retail
space. To date tenants totalling approximately 53,000 square feet have commenced operations.
Westney Road and Taunton Road
Ajax, Ontario
This site is currently being developed into a 173,000 square foot new format retail centre as a joint venture with the Sun Life
Assurance Company of Canada. A 46,000 square foot Sobeys will anchor the property. RioCan’s ownership interest in the
property is 20%.
Highway 401 and Thickson Road
Whitby, Ontario
This site is currently being developed into a 205,000 square foot new format retail centre as a joint venture with Trinity and The
Wynn Group. RioCan’s ownership interest in the property is 25%. The property is well located with easy access off Highway 401.
The site is anchored by a 99,000 square foot Rona store, which commenced operations in the fourth quarter of 2007.
On an individual development basis, the majority of the projects are estimated to generate yields of approximately 7% to 11%. On
an aggregate basis, RioCan expects these development projects to generate a weighted average net operating income yield of
8.5% to 9.5%. Capital expenditures for Greenfield Development projects for the remainder of 2009 are estimated to be between
$45 million and $55 million before construction financing, or approximately $35 million to $45 million, net of current
construction financing arranged. RioCan expects to fund between $10 million to $15 million of certain partners’ costs under the
Trust’s mezzanine lending program, primarily with Trinity. During the first half of 2009, total costs incurred and mezzanine loans
advanced were approximately $33.8 million, offset by the $11.5 million lease termination payment received in January 2009.
RioCan is committed to property development and redevelopment opportunities, and is focused on completing the
construction of the development pipeline underway, on time and on budget, and continuing to make progress on leasing.
As a result of the current economic environment, it is expected that the commencement of construction for several of the
development projects will be deferred until economic conditions warrant. Potential anchor tenants are currently more
cautious in committing to new developments, which will impact the timing of several developments, as RioCan will not
commence construction until it has secured the requisite leasing commitments and appropriate risk-adjusted returns.
RioCan’s estimated development project square footage and development costs are subject to change, which changes may be
material to the Trust, as assumptions regarding, among other items, anchor tenants, land sales to shadow anchors, tenant
rents, building sizes, project completion timelines, availability and cost of construction financing, and project costs, are
updated periodically based on revised site plans, the cost tendering process and continuing tenant negotiations.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
39

MANAGEMENT’S DISCUSSION AND ANALYSIS
Highlights of RioCan’s expansion and redevelopment projects are as follows:
As at June 30, 2009
Estimated project Development Estimated remaining
cost including land expenditures development
to date at activity at
(thousands, except RioCan’s % Project NLA RioCan’s Partners’ RioCan’s RioCan’s interest
percentage amounts) ownership Tenant(s) interest interest Total interest 2009 2010
RioCan owned:
Coliseum Theatre, Ottawa, ON 100% Urban Clothing, 13 $ 3,317 $ – $ 3,317 $ 2,016 $ 1,301 $ –
Access Medical Centre,
CML Medical Lab,
Curves, Dental Office,
Hair Salon
RioCan Signal Hill Centre, Calgary, AB 100% Melanie Lyne, 8 3,716 – 3,716 1,966 1,750 –
Smart Set
Shoppers World Brampton, 100% Bad Boy, 77 26,391 – 26,391 11,894 4,346 10,151
Brampton, ON
Imperial Buffet,
Designer Depot,
Bulk Barn
98 33,424 – 33,424 15,876 7,397 10,151
Co-ownerships
404 Town Centre, Newmarket, ON 50% Shoppers Drug Mart 24 2,081 2,081 4,162 217 404 1,460
24 2,081 2,081 4,162 217 404 1,460
122 $ 35,505 $ 2,081 $ 37,586 $ 16,093 $ 7,801 $ 11,611
RioCan’s expansion and redevelopment projects costs for the remainder of 2009 is currently expected to be approximately
$7 million to $8.5 million. The yields on these activities are expected to be approximately 7% to 8%. During 2009, costs of
$2.2 million have been incurred.
40
RioCan Yonge Eglinton Centre
RioCan has launched a thorough revitalization and expansion plan at RioCan Yonge Eglinton Centre that will capitalize on
the area’s residential intensification, including 46,000 square feet of new retail, a connection to the office towers and
ingress/egress to the food court and subway, improvements to parking, as well as a combined 12-storey, 210,000 square
foot expansion of the office towers. In February 2009, RioCan submitted the rezoning application for this expansion. The
anticipated time line for approval is approximately two years. The costs pertaining to this redevelopment have not been
included in the above table.
Properties Held for Resale
As discussed previously in this MD&A under “Vision and Business Strategy”, RioCan will continue the strategy of leveraging its
in-house real estate expertise by pursuing opportunities where value-added potential exists. However, the resulting assets
would not be core investments nor will they be owned on a joint venture basis with partners. Currently under the Qualification
Plan, the creation of the New Entity is being considered, either directly or indirectly, to hold those non-compliant assets and
engage in the activities which are not permissible for RioCan to hold or engage in under the REIT Exemption. Prior to 2011,
RioCan intends to isolate those activities that generate non-qualifying activities and review how best to restructure so as to
continue these activities in a taxable entity, or discontinue such activities if appropriate, with the purpose of enabling RioCan
to comply with the requirements of the SIFT Legislation. Properties held for resale are properties acquired or developed for
which RioCan has no intention of using on a long term basis, or are those for which RioCan plans to reduce its interest
through the sale to a partner. RioCan’s plan is to dispose of all or part of such properties in the ordinary course of business.
It is expected that the Trust will earn a return on these assets through a combination of property operating income earned
during the relatively short holding period, which will be included in net earnings, and sales proceeds. No amortization is
recorded on properties held for resale. The changes in the net carrying amount and the related changes in the development
NLA are discussed above under “Properties Under Development”.
Properties held for resale are comprised of:
• 431,000 square feet included in the Greenfield Development pipeline, whereby RioCan either intends to sell a portion of
the development to a partner or dispose of the entire asset;
• 320,000 square feet of income properties are available for sale;
• The remaining 3,000 square feet relating to RioCan’s forward sale to CPPIB relating to RioCan Meadows, which is
expected to be sold during the third quarter of 2009; and

MANAGEMENT’S DISCUSSION AND ANALYSIS
• Land use intensification activities. As discussed earlier in this MD&A under “Urban Intensification”, land use
intensification opportunities arise from the fact that retail centres are generally built with lot coverage of approximately
25% of the underlying land; therefore, particularly in urban markets, RioCan can obtain additional density, retail or
otherwise, on its existing property portfolio and, as the Trust already owns the underlying land, it is able to achieve
relatively high returns on the sale of non-retail use density.
The components of (loss) gains on properties held for resale are as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Properties acquired or redeveloped and developed
for resale without partners and co-owners $ (653) $ 402 $ (829) $ 1,543
Properties acquired or redeveloped and developed
for resale with partners and co-owners 79 16,393 699 17,415
$ (574) $ 16,795 $ (130) $ 18,958
The $829,000 loss on properties held for resale for wholly-owned properties during the first half of 2009 arose primarily
as the result of recording a $680,000, non-cash mark to market adjustment of an underlying vendor-take-back mortgage, as
certain development and operational targets will not be obtained and a $102,000 impairment charge for a property located in
a tertiary market during the first quarter. During the comparative period of 2008, the gains primarily arose from forward sales
to CPPIB.
The $699,000 net gain on properties held for resale for the six months ended June 30, 2009 with partners and co-owners is
primarily comprised of a $2 million gain on a property sold in the first quarter partially offset by RioCan’s $1 million share of
impairment charges recognized on the two remaining properties in RRVLP. See discussion in “Fees and Other Income” for the
related downward adjustment to RioCan’s portfolio out performance incentive fee from RRVLP in the amount of $1 million.
RioCan has several other urban intensification projects in the various stages of rezoning for residential density, the
advancement of which will occur when economic conditions warrant. RioCan does not expect to monetize the value of these
intensification projects during 2009 due to current market conditions. The most prominent of these urban intensification
projects include:
Tillicum, Victoria, British Columbia
RioCan acquired the property as part of a joint venture with Kimco. Tillicum Centre is an enclosed retail centre located at the
intersection of Tillicum Road and Burnside Road, ten minutes from downtown Victoria. The 473,000 square foot centre is
anchored by Zellers, Safeway and Famous Players (Cineplex) Theatre. National tenants include Winners, London Drugs, Old
Navy, Kelsey’s and Payless ShoeSource. The Trust obtained permission from applicable authorities to utilize approximately
280,000 square feet of residential density and 14,000 square feet of additional grade retail.
Markington Square, Scarborough, Ontario
Markington Square is a community shopping centre situated on 14.9 acres and comprised of 115,000 square feet of gross
leasable area. The centre is located on Eglinton Avenue East between Kingston Road and Markham Road in the densely
populated area of Scarborough. The centre is anchored by a 51,000 square foot Metro and The Beer Store. RioCan negotiated
a lease buyout with a tenant to subsequently redevelop the 60,000 square foot premises, along with a portion of the existing
shopping centre, into multi-storey residential towers, comprised of approximately 1.05 million square feet planned over three
phases, with a ground floor retail component, consisting of approximately 60,000 square feet. RioCan received zoning
approval, and is currently waiting on the by-law to be approved by the City of Toronto. The redevelopment is subject to
successful rezoning of the property, which is close to finalization. Once rezoning is achieved the prospect of such
redevelopment will be market driven.
Coulter’s Mill Marketplace, Thornhill, Ontario
Coulter’s Mill Marketplace is an unenclosed, single-storey shopping centre that was purchased in March 2005. The centre
is located in the northeast part of the community of Thornhill with a total leasable area of 74,000 square feet. The site is
anchored by Staples and Dollarama. RioCan is contemplating a mixed-use complex consisting of 675,000 square feet for
residential purposes and 10,000 square feet devoted to retail use.
Lawrence Square, Toronto, Ontario
Lawrence Square is a 678,000 square foot enclosed shopping centre located at the intersection of Lawrence Avenue and
Allen Road in Toronto, Ontario. The centre is comprised of two retail levels and two office levels, representing 385,000 square
feet of retail space and 189,000 square feet of office space. A separate building on the property adds an additional 104,000
square feet of office space. Three major tenants, Zellers, Canadian Tire and Fortino’s (Loblaws) anchor the centre. RioCan is
contemplating adding 650,000 square feet of residential space while retaining the existing shopping centre. Such plans are
contingent on successfully rezoning the property to permit such intensification, as well as determining market demand for the
intensified use.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
41

MANAGEMENT’S DISCUSSION AND ANALYSIS
Mortgages and Loans Receivable
RioCan’s Declaration contains provisions that have the effect of limiting the aggregate value of the investment by the Trust
in mortgages, other than mortgages taken back on the sale of RioCan’s properties, to a maximum of 30% of Adjusted
Unitholders’ Equity. Additionally, RioCan is limited to the amount of capital that can be invested in non-income producing
properties to no more than 15% of the Adjusted Unitholders’ Equity, which limitation applies to both Greenfield Development
projects and mortgages receivable to fund the co-owners’ share of such developments, referred to in this MD&A as
“mezzanine financing”. At June 30, 2009 RioCan was in compliance with these restrictions.
Mortgages and loans receivable are comprised of the following:
June 30, December 31,
(thousands of dollars) 2009 2008
Mezzanine financing to co-owners $ 165,445 $ 152,305
Vendor-take-back and other 85,097 61,902
$ 250,542 $ 214,207
Mortgages and loans receivable for mezzanine financing to co-owners bear interest at contractual rates ranging between
2.8% and 8% per annum with a weighted average rate at quarter end of 6.8% per annum. These mortgages and loans
receivable from co-owners mature between 2009 and 2015. Prior to maturity, payments on these mortgages and loans
receivable from co-owners will be made from the cash flows generated from operating and capital transactions relating to
the underlying properties. Similar to “Properties Held for Resale” discussed above, in order for RioCan to qualify for the
REIT Exemption, it is expected that mezzanine financing, being a non-qualifying activity under the SIFT Legislation, will be
continued in the New Entity currently being considered under the Qualification Plan.
The net increase in mortgages and loans receivable during the quarter is consistent with the increase in Greenfield
Development activities with the Trust’s partners.
Vendor-take-back and other loans receivable bear interest at contractual rates varying from 0% to 15% per annum with a
weighted average rate at quarter end of 4.9% per annum.
The increase in vendor-take-back and other mortgages receivable primarily arose as a result of the acquisition by the Trust
of Kimco’s 50% share of a mortgage receivable granted by RioKim on the sale of a co-ownership asset (see “Related Party
Transactions”) and a mortgage taken back on the sale of a property held for resale.
As at June 30, 2009, mortgages and loans receivable bear interest at contractual rates ranging between 0% and 15% per
annum with a weighted average quarter end rate of 6.2% per annum, and mature between 2009 and 2015. Future repayments
are as follows:
Mezzanine
Vendorfinancing
take-back
(thousands of dollars) to co-owners and other Total
42
Year ending December 31: Due on demand $ 23,783 $ – $ 23,783
2009 29,792 9,050 38,842
2010 33,854 31,670 65,524
2011 13,166 4,904 18,070
2012 26,070 39,473 65,543
2013 14,885 – 14,885
2014 10,373 – 10,373
Thereafter 13,522 – 13,522
Contractual mortgages and loans receivable 165,445 85,097 250,542
Unamortized differential between contractual and market interest
rates on mortgages and loans receivable – (3,229) (3,229)
$ 165,445 $ 81,868 $ 247,313

MANAGEMENT’S DISCUSSION AND ANALYSIS
The changes in the carrying amount of mortgages and loans receivable are as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Balance, beginning period $ 233,581 $ 195,726 $ 214,207 $ 211,662
Principal advances (i) 30,549 55,854 41,295 71,622
Mortgage acquired (ii) – – 8,155 –
Mortgages and loans taken back on property dispositions – 306 4,361 306
Principal repayments (i) (15,106) (46,844) (21,188) (83,783)
Interest receivable 1,518 1,682 3,712 985
Other (iii) – – – 5,932
Contractual mortgages and loans receivable 250,542 206,724 250,542 206,724
Unamortized differential between contractual and
market interest rates on mortgages and loans receivable (3,229) (577) (3,229) (577)
Balance, end of period $ 247,313 $ 206,147 $ 247,313 $ 206,147
(i)
(ii)
(iii)
Advances and repayments related to properties held for resale are included in cash flows from operating activities (see “Distributions
to Unitholders” below). All other such amounts are included in cash flows used in investing activities.
Refer to “Related Party Transactions” below.
Refer to footnote discussion in “Income Properties”.
RELATED PARTY TRANSACTIONS
RioCan may have transactions in the normal course of business with entities whose directors or trustees are also its trustees
and/or management. Any such transactions are in the normal course of operations and are measured at market based
exchange amounts. Unless otherwise noted, these transactions are not considered related party transactions for financial
statement purposes.
Transactions subsequent to the formation of a co-ownership that are not contemplated by the co-ownership agreement are
considered to be related party transactions for financial statement purposes.
During the first quarter of 2009, the Trust purchased from Kimco, for approximately $8.1 million, a 50% interest in a $20.2 million
mortgage receivable granted on the sale of an asset by a co-ownership. This purchase increased the Trust’s ownership
interest in this mortgage from 50% to 100%. The mortgage receivable requires semi-annual installments of $100,000 and is
non-interest bearing until December 23, 2013, and thereafter is interest bearing at a contractual rate of 6% per annum with
blended monthly installments on account of principal and interest until maturity on December 23, 2015. Based on the
purchase price of $8.1 million, the effective rate of interest on the mortgage receivable is 6.09%.
As discussed earlier under “Acquisitions During 2008”, in the second quarter of 2008, RioCan increased its interest in RioCan
Elgin Mills Crossing to 62.5%, from 50%, by purchasing an additional 12.5% interest from Trinity, an existing joint venture
partner on the project. The purchase price was approximately $9.4 million at a capitalization rate of 6.25%. The transaction
also resulted in the assumption of $5.1 million of construction financing at the rate of bank prime plus 0.75%.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
43
CAPITAL STRUCTURE
RioCan defines capital as the aggregate of unitholders’ equity and debt. The Trust’s capital management framework is
designed to maintain a level of capital that:
• complies with investment and debt restrictions pursuant to the Trust’s Declaration;
• complies with debt covenants;
• enables RioCan to achieve target credit ratings;
• funds the Trust’s business strategies; and
• builds long-term unitholder value.
The key elements of RioCan’s capital management framework are approved by unitholders, as related to the Trust’s
Declaration, and by the Trust’s Board, through the Board’s annual review of the strategic plan and budget, supplemented by
periodic Board and Board committee meetings. Capital adequacy is monitored by management of the Trust by assessing
performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring
adherence to investment and debt restrictions contained in the Declaration and debt covenants (see Note 18 to RioCan’s
unaudited interim consolidated financial statements as at June 30, 2009).

MANAGEMENT’S DISCUSSION AND ANALYSIS
In selecting appropriate funding choices, RioCan’s objective is to manage its capital structure in such a way so as to diversify
its funding sources while minimizing its funding costs and risks. For the remainder of 2009, RioCan expects to be able to
satisfy all of its financing requirements through the use of cash on hand, cash generated by operations, refinancing of
maturing debt, financing of certain assets currently unencumbered by debt and available credit facilities.
As at June 30, 2009 and December 31, 2008, RioCan’s capital structure is as follows:
June 30, December 31,
(thousands of dollars, except percentage amounts) Proforma (i) 2009 2008 Increase
Capital:
Mortgages payable $ 2,598,412 $ 2,598,412 $ 2,415,803 $ 182,609
Debentures payable 889,262 968,943 844,492 124,451
Unitholders’ equity 1,821,153 1,821,153 1,746,450 74,703
Total capital $ 5,308,827 $ 5,388,508 $ 5,006,745 $ 381,763
Debt to Aggregate Assets ratio 55.3% 55.8% 54.9% 0.9%
(i)
June 30, 2009 balance adjusted to reflect impact of anticipated repayment of Series D debentures on September 21, 2009 in the amount
of $79.7 million.
“Aggregate Assets” is a non-GAAP measure used by RioCan for the computation of the maximum permitted borrowing
threshold of the Trust and calculated as the aggregate amount of the total assets of the Trust, plus the amount of
accumulated amortization of income properties recorded by the Trust, as calculated in accordance with GAAP.
RioCan’s Declaration provides that the Trust shall not assume or incur any indebtedness unless, at the date of the proposed
assumption or incurring of the debt, the aggregate of the total indebtedness of the Trust and the amount of additional
indebtedness proposed to be assumed does not exceed 60% of the Aggregate Assets of the Trust (“Debt to Aggregate Assets”).
This calculation assumes that additional amounts borrowed will be added to the asset base. As at June 30, 2009, RioCan’s
indebtedness was 55.8% of Aggregate Assets, such that the Trust could incur additional indebtedness of approximately
$664 million and still not exceed the 60% leverage limit. As a matter of policy, RioCan would not likely incur indebtedness
significantly beyond 58% of Aggregate Assets, which would permit the Trust to incur additional indebtedness of approximately
$328 million.
Interest coverage and debt service coverage ratios are as follows:
June 30, December 31,
2009 2008 Decrease
Interest coverage ratio (i) 2.5 2.6 (0.1)
Debt service coverage ratio (ii) 1.9 2.0 (0.1)
44
(i)
(ii)
RioCan defines interest coverage as GAAP net earnings for a rolling twelve month period, before net interest expense, income taxes
and income property amortization (including provisions for impairment) divided by total interest expense (including interest that has
been capitalized).
RioCan defines debt service coverage as GAAP net earnings for a rolling twelve month period, before net interest expense, income taxes
and income property amortization (including provisions for impairment) divided by total interest expense and scheduled mortgage
principal amortization (including interest that has been capitalized).
The period over period decrease in the interest and debt coverage ratios primarily arose as a result of increased aggregate
indebtedness during the period which proceeds were partially used to fund the Trust’s ongoing development pipeline, which is
not yet income producing, and a larger cash balance as at June 30, 2009.
Debt
Standard & Poor’s Rating Services (“S&P”) and Dominion Bond Rating Services Limited (“DBRS”) provide credit ratings of
debt securities for commercial entities. A credit rating generally provides an indication of the risk that the borrower will not
fulfill its obligations in a timely manner with respect to both interest and principal commitments. Rating categories range
from highest credit quality (generally AAA) to default payment (generally D).

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009 and December 31, 2008, S&P provided RioCan with an entity credit rating of BBB and a credit rating of
BBB- relating to RioCan’s senior unsecured debentures payable (“Debentures”). A credit rating of BBB by S&P exhibits
adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the obligation.
At June 30, 2009 and December 31, 2008, DBRS provided RioCan with a credit rating of BBB (high) relating to RioCan’s
Debentures. A credit rating of BBB by DBRS is generally an indication of adequate credit quality, where protection of interest
and principal is considered acceptable but the issuing entity is fairly susceptible to adverse changes in financial and economic
conditions, or there may be other adverse conditions present which reduce the strength of the entity and its rated securities.
A credit rating of BBB- or higher is an investment grade rating.
Revolving Lines of Credit
As at June 30, 2009, RioCan had three revolving lines of credit in place with two Canadian chartered banks, having an
aggregate capacity of $293.5 million (December 31, 2008 – two revolving lines of credit totalling $203.5 million with one
Canadian chartered bank).
One of the revolving lines of credit has a maximum loan amount of $200 million. As at June 30, 2009, $56.6 million of letters
of credit (“LCs”) have been drawn against this line. The facility is secured by a charge against certain income properties.
Should the aggregate agreed values for lending purposes of such properties fall to a level which would not support a
borrowing of $200 million, through reappraisal or sale of the property providing the security, RioCan has the option to provide
substitute income properties as additional security.
Any undrawn amounts under the facility can be cancelled at any time by the lender. Should this occur, any amounts drawn
against the facility would be due within six months of such notice by the lender if not in default. The facility bears interest at
the bank’s prime rate or, at RioCan’s option, the banker’s acceptance rate plus 2%, with LC stamping fees of 1.5% per annum.
Aside from the requirement to not exceed the 60% leverage limit required by RioCan’s Declaration, this facility is subject to
customary terms and conditions which RioCan’s management believe would not limit the distributions currently expected to
be distributed to unitholders in the foreseeable future.
During the first quarter of 2009 RioCan arranged an additional committed secured revolving term operating line of credit in the
amount of $90 million with another Canadian chartered bank. At June 30, 2009, $10.1 million of LCs have been drawn against
this line. The facility bears interest at the bank’s prime rate plus 1.5% or, at RioCan’s option, the banker’s acceptance rate plus
2.25%, with LC stamping fees of 1.5% per annum and matures on January 31, 2010. The Trust is not permitted to exceed an
aggregate principal amount of $50 million on the revolving term loan for this facility and the remaining $40 million is available to
be drawn in LCs. Aside from the requirement to not exceed the 60% leverage limit required by RioCan’s Declaration, this facility
is subject to customary terms and conditions which RioCan’s management believe would not limit the distributions currently
expected to be distributed to unitholders in the foreseeable future.
RioCan also has a 50% interest in a RioKim LC facility, which provides for a maximum aggregate amount of $7 million against
which $4.1 million has been drawn. The LC stamping fees on this facility are 2% per annum. This facility is subject to
repayment not later than one year from the date of issuance of a LC.
Debentures Payable
As at June 30, 2009, RioCan had eight series of debentures outstanding totalling $974.3 million compared to seven series of
debentures outstanding totalling $849.3 million at December 31, 2008.
The debentures have covenants relating to RioCan’s 60% leverage limit to Aggregate Assets as set out in RioCan’s Declaration
of Trust, the maintenance of a $1.0 billion Adjusted Book Equity, defined as unitholders’ equity plus accumulated building
amortization calculated in accordance with GAAP, and maintenance of an interest coverage ratio of 1.65 times or better.
There are no requirements under the unsecured debenture covenants to require RioCan to maintain unencumbered assets.
The Series I debentures which are due in 2026, aggregating $100 million, have an additional provision to provide that RioCan
has the right, at any time, to convert these debentures to mortgage debt, subject to the acceptability of the security given to
the debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest
coverage ratio would be eliminated for this debenture.
On April 3, 2009 the Trust issued $180 million principal amount of Series L senior unsecured debentures bearing contractual
interest at 8.33%, payable semiannually and maturing on April 3, 2014. The debenture covenants are consistent with covenants
on the existing debentures outstanding, with the exception of Series I which has an additional provision as discussed above. On
April 3, 2009, RioCan repaid $4.6 million of the Series D debentures and $50.4 of the Series J debentures.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
45

MANAGEMENT’S DISCUSSION AND ANALYSIS
On September 21, 2009, RioCan is scheduled to repay $79.7 million of the Series D debentures from cash on hand.
On January 4, 2008, RioCan repaid the $110 million Series E debentures at their maturity.
Changes in the carrying amount of the debentures payable resulted primarily from the following:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Balance, beginning of period $ 849,300 $ 880,000 $ 849,300 $ 990,000
Issuances 180,000 – 180,000 –
Repayments (55,000) – (55,000) (110,000)
Contractual obligations 974,300 880,000 974,300 880,000
Unamortized debt financing costs (5,357) (5,565) (5,357) (5,565)
Balance, end of period $ 968,943 $ 874,435 $ 968,943 $ 874,435
Mortgages Payable
During 2009, RioCan had mortgage borrowings as follows:
Three months ended
Six months ended
June 30, 2009 June 30, 2009
Weighted Weighted Average
average average term to
Contractual contractual Contractual contractual maturity
(thousands of dollars, except other data) debt interest rate debt interest rate in years
New borrowings:
Fixed rate term mortgage $ 94,170 5.95% $ 203,598 5.44% 5.67
Floating rate term mortgage 84,400 4.88% 84,400 4.88% 3.00
Construction 7,154 2.35% 10,627 2.18% 1.08
$ 185,724 5.32% $ 298,625 5.16%
RioCan’s debt obligations do not provide for any contractual limitations on cash distributions to its unitholders. As a practical
matter, RioCan’s target indebtedness is slightly over 58% of Aggregate Assets. To obtain and maintain such a level generally
requires the Trust to refinance mortgage principal upon maturity. As a result, RioCan does not consider debt principal
repayments, including scheduled principal amortization, as a key determinant in setting the amount that is distributed
to unitholders.
46
As at June 30, 2009, RioCan had mortgages payable of $2.6 billion as compared to $2.42 billion as at December 31, 2008 and
$2.32 billion at June 30, 2008. The vast majority of the Trust’s mortgage indebtedness provides recourse to the assets of the
Trust, as opposed to only having recourse to the specific property charged. RioCan follows this policy as it generally results
in lower interest costs and higher loan-to-value ratios than would otherwise be obtained.

MANAGEMENT’S DISCUSSION AND ANALYSIS
As at June 30, 2009, the contractual interest rates on the mortgages payable ranged from 0% to 11.35% per annum with the
weighted average interest rate of 6.02% per annum. Changes in the carrying amount of the mortgages payable resulted
primarily from the following:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Balance, beginning of period $ 2,516,252 $ 2,311,988 $ 2,411,693 $ 2,242,002
Borrowings (i):
New: Fixed rate term mortgage 94,170 139,625 203,598 193,475
Floating rate term mortgage 84,400 – 84,400 –
Construction 7,154 3,548 10,627 12,428
Net advances on operating line of credit – – 16,720 84,734
Assumed/granted on the acquisition of properties – 54,412 – 83,634
Principal repayments (i):
Scheduled amortization (16,590) (14,344) (32,012) (28,590)
Operating line of credit (16,720) (84,734) (16,720) (84,734)
At maturity: Fixed rate term mortgage (68,951) (90,193) (78,091) (112,125)
Construction (2,750) – (3,250) (52,677)
Other (ii) – – – (17,845)
Contractual obligations 2,596,965 2,320,302 2,596,965 2,320,302
Unamortized differential between contractual and
market interest rates on liabilities assumed at
the acquisition of properties 8,555 11,697 8,555 11,697
Unamortized debt financing costs (7,108) (5,650) (7,108) (5,650)
Balance, end of period $ 2,598,412 $ 2,326,349 $ 2,598,412 $ 2,326,349
(i)
(ii)
Borrowings and repayments relating to properties held for resale are included in cash flows from operating activities (see “Distributions
to Unitholders” below). All other such amounts are included in cash flows from financing activities.
Refer to footnote discussion in “Income Properties”.
At June 30, 2009, $106.6 million (3.0%) of the mortgage debt was at floating interest rates. Of this amount $22.2 million
relates to construction financing which represent 0.62% of RioCan’s total mortgage debt.
At the outset of 2009, RioCan had $230.5 million of mortgage principal maturities at a weighted average contractual interest
rate of 6.6%. During the first six months of 2009, RioCan had new term borrowings of $288 million at a weighted average
interest rate of 5.27% resulting in additional proceeds of $185.3 million after considering the effect of $32 million in
scheduled amortization.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
47

MANAGEMENT’S DISCUSSION AND ANALYSIS
Debt Financing Activity 2009
Interest Maturity Financing RioCan’s
(in thousands) rate (%) date at 100% share
48
Borrowings:
1650 – 1660 Carling Avenue,
Ottawa, ON New financing 5.10% April 2014 $ 22,600 $ 22,600
Clappison’s Crossing,
Flamborough, ON New financing 6.64% March 2011 12,800 6,400
Centre St-Jean-sur-Richilieu,
St-Jean-Sur-Richelieu, QC New financing 6.51% May 2019 7,300 7,300
Centre Rene A. Robert,
Ste Therese, QC New financing 6.98% July 2019 5,290 2,645
Centre Sicard, Ste Therese, QC New financing 6.90% July 2019 10,500 10,500
Cherry Hill, Fergus, ON New financing 5.00% (i) July 2012 8,000 8,000
Galaxy Centre, Owen Sound, ON New financing 5.00% (i) July 2012 7,000 7,000
73,490 64,445
Nortown Plaza,
Chatham, ON Refinancing 6.00% May 2014 6,000 3,000
South Edmonton Common, Refinancing 5.75% May 2014 30,000 15,000
Edmonton, AB
Chapman Mills Marketplace,
Ottawa, ON Refinancing 6.10% June 2014 53,000 33,125
Lawrence Square, Toronto, ON Refinancing 5.00% (i) July 2012 63,000 63,000
152,000 114,125
RioCan Centre Vaughan,
Vaughan, ON Construction financing 1.75% (ii) August 2009 2,243 701
Corbett Centre,
Fredericton, NB Construction financing 2.10% (iii) November 2009 733 458
Gravenhurst,
Gravenhurst, ON Construction financing 1.84% (iv) March 2010 8,805 2,935
1717 Avenue Road,
Toronto, ON Construction financing 1.84% (v) January 2011 2,510 817
Clappison’s Crossing,
Flamborough, ON Construction financing 3.44% March 2011 4,486 2,243
18,777 7,154
Second Quarter 2009 New Borrowings 5.32% $ 244,267 $ 185,724
Principal repayments:
South Edmonton Common, 5.47% April 2009 $ (11,236)
Edmonton, AB
Chapman Mills Marketplace, Ottawa, ON 6.10% June 2009 (30,779)
Lawrence Square, Toronto, ON 6.86% July 2009 (26,936)
Highway 401 & Thickson Road, Whitby, ON 3.25% May 2009 (2,750)
Line of credit 3.25% (vi) Demand (16,720)
Scheduled amortization (16,590)
Second Quarter 2009 Repayments $ (105,011)
Second Quarter 2009 Net Financing $ 80,713

MANAGEMENT’S DISCUSSION AND ANALYSIS
Interest Maturity Financing RioCan’s
(in thousands) rate (%) date at 100% share
Borrowings:
Barrie Loblaws, Barrie, ON New financing 4.87% (vii) February 2014 $ 21,200 $ 21,200
Hartsland Market Square,
Guelph, ON New financing 4.87% (vii) February 2014 16,350 16,350
Les Galaries Lachine,
Lachine, QC New financing 4.87% (vii) February 2014 10,375 10,375
Place Kennedy, Levis, QC New financing 4.87% (vii) February 2014 10,530 10,530
RioCan Merivale Place,
Nepean, ON New financing 4.87% (vii) February 2014 8,670 8,670
Southland Crossing
Shopping Centre, Ottawa, ON New financing 4.87% (vii) February 2014 22,975 22,975
Centre Concorde,
Laval, QC New financing 6.91% April 2019 6,196 3,098
Centre La Prairie,
La Prairie, QC New financing 6.91% April 2019 7,600 3,800
103,896 96,998
Vernon Square Shopping Centre,
Vernon, ON Refinancing 4.87% (vii) February 2014 12,430 12,430
RioCan Centre Vaughan,
Vaughan, ON Construction financing 2.25% (ii) August 2009 2,579 806
Corbett Centre,
Fredericton, NB Construction financing 2.41% (iii) November 2009 310 193
Gravenhurst,
Gravenhurst, ON Construction financing 2.38% (iv) March 2010 2,322 774
1717 Avenue Road,
Toronto, ON Construction financing 2.49% (v) January 2011 8,171 1,700
13,382 3,473
Line of Credit Operational financing 3.50% (vi) Demand 16,720 16,720
First Quarter 2009 New Borrowings 4.78% $ 146,428 $ 129,621
Principal repayments:
Vernon Square Shopping Centre, Vernon, ON 4.76% April 2009 $ (6,862)
Nortown Centre, Chatham, ON 7.59% March 2009 (2,278)
Highway 401 & Thickson Road, Whitby, ON 3.48% May 2009 (500)
Scheduled amortization (15,422)
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
49
First Quarter 2009 Repayments $ (25,062)
First Quarter 2009 Net Financing $ 104,559
YTD 2009 Net Financing $ 185,272
(i) These mortgages were subject to interest rate of prime + 2.75% at June 30, 2009. On July 2, 2009 the mortgages were converted into
Banker's Acceptances (BAs) for three month periods until maturity. The rate for the first three month period is 3.936%.
(ii) Balances currently drawn on a $25.5 million BA facility, whereby $21.9 million at 100% has been drawn to-date.
(iii) Balances currently drawn on a $35 million BA facility, whereby $10.2 million at 100% has been drawn to-date.
(iv) Balances currently drawn on a $31.5 million BA facility, whereby $3.1 million at 100% has been drawn to-date.
(v) Balances currently drawn on a $52 million BA facility, whereby $8.2 million at 100% has been drawn to-date.
(vi) $200 million line of credit at prime + 1%; repaid in April 2009.
(vii) These mortgages were subject to a swap of interest rates from a floating rate basis to a fixed rate basis – see RioCan's discussion below.

MANAGEMENT’S DISCUSSION AND ANALYSIS
During 2009, the Trust has entered into interest rate swap agreements on floating interest rate first mortgages to hedge the
variability in cash flows attributed to fluctuating interest rates. Settlement on both the fixed and variable portion of the
interest rate swaps will occur on a monthly basis. The following table summarizes the details of the interest rate swaps that
are outstanding at June 30, 2009:
Mortgages payable Effective fixed
Transaction date principal amount interest rate Maturity date
June 2009 $ 33,125 6.10% June 2014
April 2009 22,600 5.10% April 2014
February 2009 102,530 4.87% February 2014
$ 158,255
The Trust has assessed that there is no ineffectiveness in the hedge of its interest rate exposure. The effectiveness of the
hedging relationships will be reviewed on a quarterly basis and measured at fair value. As an effective hedge, unrealized
gains or losses on the interest rate swap agreements are recognized in Other Comprehensive Income (“OCI”). At June 30,
2009, the fair value of the interest rate swaps are, in aggregate, a financial asset of $1.9 million of which $2 million has
been recognized as an asset in rents receivable and other assets, and $38,000 has been recognized as a liability in accounts
payable and other liabilities. The associated unrealized gains or losses that are recognized in OCI will be reclassified into
net earnings in the same period or periods during which the interest payments of the hedged item affect net earnings.
Aggregate Maturities
On a combined basis, RioCan’s mortgages and debentures payable bear a weighted average contractual interest rate of
5.96% with a weighted average term to maturity of 4.8 years. RioCan’s debt maturity profile and future repayments are as
outlined below;
Contractual
Principal maturities
(thousands of dollars, except Weighted Weighted Weighted
percentage amounts) Scheduled average average average
principal Mortgages interest Debentures interest interest
As at June 30, 2009 amortization payable rate payable rate Total rate
50
Year ending December 31:
2009 $ 33,476 $ 151,455 6.83% $ 79,681 5.29% $ 264,612 6.31%
2010 60,204 251,257 7.30% 44,619 4.94% 356,080 6.95%
2011 56,736 80,222 6.53% 200,000 4.91% 336,958 5.40%
2012 55,123 279,866 5.97% 220,000 5.25% 554,989 5.66%
2013 49,213 337,240 5.85% 150,000 5.23% 536,453 5.67%
2014 39,402 261,182 5.79% 180,000 8.33% 480,584 6.74%
Thereafter 109,870 831,719 5.69% 100,000 5.95% 1,041,589 5.72%
$ 404,024 $ 2,192,941 $ 974,300 $ 3,571,265

MANAGEMENT’S DISCUSSION AND ANALYSIS
The principal maturities by lender by year of maturity are as follows:
Contractual
Principal maturities by type of lender
(thousands of dollars, except
percentage amounts) Scheduled Life
principal insurance Mortgage Pension Unsecured
As at June 30, 2009 amortization industry conduit Banks funds Other debentures Total
Year ending December 31:
2009 $ 33,476 $ 57,306 $ – $ 87,082 $ – $ 7,067 $ 79,681 $ 264,612
2010 60,204 44,690 159,904 11,750 13,975 20,938 44,619 356,080
2011 56,736 8,940 53,952 12,651 4,679 – 200,000 336,958
2012 55,123 59,682 107,374 112,810 – – 220,000 554,989
2013 49,213 110,351 107,513 110,450 – 8,926 150,000 536,453
2014 39,402 62,080 6,592 181,510 – 11,000 180,000 480,584
Thereafter 109,870 336,131 245,859 206,867 41,862 1,000 100,000 1,041,589
$ 404,024 $ 679,180 $ 681,194 $ 723,120 $ 60,516 $ 48,931 $ 974,300 $ 3,571,265
Contractual principal maturities
in thousands $1,200,000
$1,000,000
$800,000
$600,000
$400,000
$200,000
$0
2009 2010 2011 2012
2013
2014 Thereafter
Debentures payable
Mortgages payable
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
51

MANAGEMENT’S DISCUSSION AND ANALYSIS
The table below presents assets, and the related income derived from such assets, that are available to RioCan to finance
and/or refinance its debt maturities for 2009 and 2010 adjusted for July 2009 financing transactions:
NBV of
Principal balance of
Income Properties 2008 debt maturing
Number of at June 30, Annualized
(in thousands) properties 2009 NOI (i) 2009 2010
Collateral – Income Properties:
Encumbered assets with debt
maturing in 2009 13 $ 263,821 $ 25,796 $ 130,692 $ –
Encumbered assets with debt
maturing in 2010 28 514,576 52,980 – 246,701
Unencumbered assets at
June 30, 2009 52 386,814 33,442 – –
Construction financing on
properties under
development (ii) 3 17,413 1,352 13,695 3,709
VTB on properties under development 2 5,236 398 7,068 847
Unsecured debt maturity – – 79,681 44,619
Total 98 $ 1,187,860 $ 113,968 $ 231,136 $ 295,876
(i)
(ii)
Excluding impact of straight-line rents and the differential between contractual and market rents. Acquisitions during 2008 have been
annualized and 2009 acquisitions are based on forecast 2009 income at the time of acquisition.
Projects include components that are income producing at June 30, 2009. NBV shown represents amounts in IPP only.
52
In addition, RioCan is currently negotiating various financings secured by 10 properties included in the above table that
is expected to generate gross proceeds of approximately $142.6 million, of which RioCan’s share after taking into account
partners’ interest would be approximately $92.2 million. Four of these properties are subject to existing debt of approximately
$30.5 million at RioCan’s share, thereby generating net cash proceeds to RioCan of approximately $61.7 million. RioCan can
provide no assurance that it will be successful in closing these financings.
Considering RioCan’s current levels of cash, undrawn credit facilities, relatively low leverage and demonstrated historical access
to debt capital markets, the Trust expects that all maturities will be refinanced or repaid in the normal course of business, and as
such, RioCan does not currently anticipate that it will be required to sell assets and/or issue equity to meet its maturing debt
obligations during the remainder of 2009 or for 2010.
Trust Units
As at July 20, 2009, there are 234,564,735 Units issued and outstanding and 7,361,635 options outstanding under the Trust’s
incentive unit option plan (the “Plan”). All Units outstanding have equal rights and privileges and entitle the holder thereof to
one vote for each Unit at all meetings of unitholders. During the three and six months ended June 30, 2009 and 2008, the
Trust issued Units as follows:
Three months ended June 30, Six months ended June 30,
(number of units in thousands) 2009 2008 2009 2008
Units outstanding, beginning of period 222,931 211,966 222,042 210,883
Units issued:
Public offering 10,345 7,130 10,345 7,130
Distribution reinvestment and direct purchase plans 969 860 2,138 1,801
Unit option plan – 150 10 292
Normal course issuer bid – – (290) –
Units outstanding, end of period 234,245 220,106 234,245 220,106

MANAGEMENT’S DISCUSSION AND ANALYSIS
During the three months ended June 30, 2009 RioCan granted 1.1 million unit options (1.6 million for the first six months of
2009) under the unit option plan compared to 1 million for the same period during 2008 (1.6 million for the first six months of
2008). Additionally, RioCan has a Restricted Equity Unit (“REU”) plan which provides for an allotment of REUs to each nonemployee
trustee. The value of the REUs allotted appreciate and depreciate with increases or decreases in the market price of
the Trust’s Unit. During the three months ended June 30, 2009 RioCan granted 40,000 REUs (40,000 REUs for the first six
months of 2009) under the REU plan compared to 32,000 REUs for the same period during 2008 (32,000 REUs for the first six
months of 2008).
In February 2009, RioCan repurchased 289,500 Units for a net cost of approximately $3.4 million at an average cost per Unit of
$11.83, under the normal course issuer bid (the “NCIB”) approved by the TSX on November 4, 2008. The NCIB permits RioCan
to purchase a total of 11 million Units, leaving RioCan with the ability to repurchase an additional 10.7 million Units as at
June 30, 2009 under the current NCIB which expires on November 6, 2009. Purchases will be funded from available cash. The
Trust believes that, from time to time, the market prices of the Units may not reflect their underlying value and that the
purchase of Units may represent an appropriate and desirable use of funds.
During the three months ended June 30, 2009, 969,000 Units (2.1 million for the first six months of 2009) were issued
pursuant to the Trust’s distribution reinvestment plan and direct purchase plan compared to 860,000 Units for the three
months ended June 30, 2008 (1.8 million for the first six months of 2008). Participation in the distribution reinvestment plan
was 16.4% in the second quarter of 2009 (18.3% for the six months ended June 30, 2009) compared to 24% in the same period
in 2008 (25.3% for the six months ended June 30, 2008). See also “Distributions to Unitholders” later in this MD&A.
Included in Units outstanding are 829,000 exchangeable limited partnership units of a limited partnership that is a subsidiary
of the Trust (the “LP units”) which were issued to the vendor, as partial consideration for an income property acquired by
RioCan in 2007. RioCan is the general partner of the limited partnership. The LP Units are entitled to distributions equivalent
to distributions on RioCan units, must be exchanged for RioCan units on a one-for-one basis, and are exchangeable at any
time at the option of the holder. No LP units have been exchanged by the vendors for RioCan Units.
The Trust provides long-term incentives to certain employees by granting options through the Plan. The objective of granting
unit-based compensation is to encourage Plan members to acquire an ownership interest in RioCan over time and acts as a
financial incentive for such persons to act in the long term interests of RioCan and its unitholders. On May 27, 2009, an
amendment to the plan was approved by the unitholders of the Trust whereby the exercise price for each option granted
thereafter will be equal to the volume weighted average trading price of the units on the Toronto Stock Exchange for the five
trading days immediately preceding the date of grant. Prior to May 27, 2009, the unit options granted in accordance with the
Plan permitted eligible employees to acquire Units at an exercise price equal to the closing price of the Trust’s units on the
date prior to the day the option is granted. At June 30, 2009, 1.7 million Units (December 31, 2008 – 3.2 million Units) remain
available for grant under the Plan. During the three months ended June 30, 2009 no additional Units were issued pursuant to
the Plan (10,000 Units issued under the Plan for the six months ended June 30, 2009) compared to 150,000 Units in the three
months ended June 30, 2008 (292,000 Units for the six months ended June 30, 2008).
REU Plan members are also entitled to be credited with REUs for distributions paid in respect of Units of the Trust based on
an Average Market Price of the Units as defined by the plan. The REUs vest and are settled three years from the date of
issuance by a cash payment equal to the number of vested REUs credited to the member multiplied by the Average Market
Price of the Trust’s Units at the settlement date, less applicable withholdings. The REU plan liability at June 30, 2009 is
$227,000 ($123,000 at December 31, 2008).
Future Income Taxes
The SIFT Legislation is not expected to affect RioCan until 2011 as it provides for a transition period for publicly traded trusts
that existed prior to November 1, 2006. In addition, the SIFT Legislation will not impose tax on a trust that qualifies under
such legislation for the REIT Exemption. As discussed earlier in this MD&A in “Vision and Business Strategy”, RioCan is
currently developing a Qualification Plan to enable it to qualify for the REIT Exemption commencing in 2011.
The Trust currently qualifies as a mutual fund trust for income tax purposes. The Trust expects to distribute all of its taxable
income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, no provision for
current income taxes payable is required.
Where an entity does not qualify for the REIT Exemption certain distributions will not be deductible by that entity in computing
its income for tax purposes. As a result, the entity will be subject to tax at a rate substantially equivalent to the general
corporate income tax rate. Distributions paid in excess of taxable income will continue to be treated as a return of capital
to unitholders.
Future income taxes are accounted for using the liability method. This method requires the Trust to: (i) determine its
temporary differences; (ii) determine the periods over which those temporary differences are expected to reverse; and
(iii) apply the tax rates enacted at the balance sheet date that will apply in the periods those temporary differences are
expected to reverse.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
53

MANAGEMENT’S DISCUSSION AND ANALYSIS
GAAP requires RioCan to recognize future income taxes based on temporary differences expected to reverse after January 1,
2011, and on the basis of its structure at the current balance sheet date. GAAP does not permit the Trust to consider future
changes to its structure that it may make to enable it to qualify for the REIT Exemption. The impact (including the reversal of
the Trust’s future income taxes set out below) of any such changes undertaken by the Trust to qualify for the REIT Exemption
will not be recognized in the consolidated financial statements until such time as it so qualifies.
At RioCan’s Annual and Special Meeting of the unitholders held on May 27, 2009, the unitholders approved the removal in its
Amended and Restated Declaration of the requirement of the Trust to distribute its taxable income, and to provide Trustees
with the discretion to make such further amendments or modifications to RioCan’s Declaration to accommodate the impact of
IFRS.
Previously, EIC 107, Application of CICA 3465 to Mutual Fund Trusts, Real Estate Investment Trusts, Royalty Trusts and Income
Trusts, required a trust to recognize future income tax assets or liabilities on temporary differences unless there was a
contractual commitment to distribute taxable income to its unitholders. As of July 8, 2009, EIC 107 was amended to add that if
there is an intention by management to distribute its taxable income to unitholders, a trust would not be required to recognize
future income tax assets or liabilities on temporary differences. RioCan’s Declaration was amended on May 27, 2009 to remove
the requirement of the Trust to distribute its taxable income and hence the Trust has not recognized future income tax assets
or liabilities on temporary differences expected to reverse before January 1, 2011, as management expects to distribute the
Trust’s taxable income to its unitholders.
A summary of the temporary differences between the accounting and tax basis of the Trust’s assets and liabilities is as follows:
Components of Future Income Taxes on the Balance Sheet
June 30, December 31,
(thousands of dollars) 2009 2008
Future income taxes
Tax effected temporary differences between accounting and tax basis of:
Real estate investments $ 138,000 $ 140,000
Other 2,000 2,000
Future income taxes $ 140,000 $ 142,000
Statements of Earnings
For the three months ended June 30, For the six months ended June 30,
2009 2008 (i) 2009 2008 (i)
Current income taxes at Canadian statutory tax rate $ – $ – $ – $ –
Increase (decrease) in future income taxes resulting
from a change during the period in temporary
differences expected to reverse after 2010 (1,200) 5,700 (1,200) 5,700
54
Future income tax (recovery) expense $ (1,200) $ 5,700 $ (1,200) $ 5,700
Statements of Comprehensive Income
Impact of future income taxes resulting from a change
during the period in temporary differences from
unrealized gains (losses) on swap transactions
and available-for-sale marketable securities
expected to reverse after 2010 $ 300 $ – $ 300 $ –
Statements of Unitholders’ Equity
Impact of future income taxes resulting from
a change during the period in temporary differences
from unit issue costs expected to reverse after 2010 $ (1,100) $ (700) $ (1,100) $ (700)
(i) Refer to note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009
and 2008.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Off Balance Sheet Liabilities, Guarantees and Contingencies
As at June 30, 2009, RioCan has real estate investments accounted for using the equity method that could be considered to
give rise to off balance sheet debt of $10.5 million, which would increase its indebtedness to 55.9% of Aggregate Assets.
RioCan provides guarantees on behalf of third parties, including co-owners and partners, for which the Trust generally is
paid a fee, as, among other reasons, it generally results in lower interest costs and higher loan-to-value ratios than would
otherwise be obtained. Also, RioCan’s guarantees remain in place for debts assumed by purchasers in connection with certain
property dispositions and will remain until such debts are extinguished or lenders agree to release RioCan’s covenants. Credit
risks arise in the event that these parties default on repayment of their debt since they are guaranteed by RioCan. These
credit risks are mitigated as RioCan has recourse under these guarantees in the event of a default by the borrowers, in which
case the Trust’s claim has security against the underlying real estate investments. As at June 30, 2009, the estimated amount
of debt subject to such guarantees and, therefore, the maximum exposure to credit risk is approximately $458 million with
expiries between 2009 and 2034. There have been no defaults by the primary obligors for debts on which RioCan has provided
guarantees and as a result no loss on these guarantees has been recognized in the Trust’s financial statements.
At June 30, 2009, the parties on behalf of which RioCan had outstanding guarantees are as follows:
(thousands of dollars) June 30, 2009
Partners and co-owners
Kimco $ 237,536
Trinity 54,117
Other 38,994
Assumption of mortgages by purchasers on property dispositions
Retrocom Mid-Market REIT (”Retrocom”) 53,088
Other 74,531
At December 31, 2008, RioCan had guarantees on behalf of partners totalling $501 million.
Liquidity
Liquidity refers to the Trust having and/or generating sufficient amounts of cash and equivalents to fund the ongoing
operational commitments, distributions to unitholders and planned growth in the business.
$ 458,266
RioCan’s lenders may have suffered losses related to their lending and other financial relationships, especially because of the
general weakening of the economy and the increased financial instability of many borrowers. As a result, lenders may tighten
their lending standards which could make it more difficult for RioCan to obtain financing on favourable terms, or at all.
RioCan’s financial condition and results of operations would be adversely affected if the Trust was unable to obtain financing,
or obtain cost-effective financing.
RioCan retains a portion of its annual operating cash flows to help fund ongoing maintenance capital expenditures, tenant
installation costs and long term unfunded contractual obligations, among other items.
Cash on hand, borrowings under the revolving credit facilities, the Canadian equity and debt capital markets and the potential
sale of assets also provide the necessary liquidity to fund ongoing and future capital expenditures and obligations. At June 30,
2009, RioCan has:
•$298.9 million of cash and short term investments;
•$193.4 million of cash available under undrawn bank lines of credit; and
• Indebtedness is 55.8% of Aggregate Assets, and the Trust could therefore incur additional indebtedness of approximately
$664 million and still not exceed the 60% leverage limit set out in its Declaration. Such calculation assumes the proceeds
of additional indebtedness are invested in additional assets of the Trust. As a matter of policy, RioCan would not likely
incur indebtedness significantly beyond 58% of Aggregate Assets.
Unitholder distributions reinvested through the distribution reinvestment and direct purchase plans result in the issuance of
Units, as opposed to a cash outlay, thereby providing a source of capital to fund RioCan’s activities (See “Distributions to
Unitholders” below).
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
55

MANAGEMENT’S DISCUSSION AND ANALYSIS
RioCan’s liquidity profile at June 30, 2009 is as follows:
(thousands of dollars) As at June 30, 2009
Cash and short term investments $ 298,934
Undrawn lines of credit 193,422
Liquidity $ 492,356
Contractual debt:
Unsecured debentures payable $ 974,300
Mortgages payable 2,596,965
Total contractual debt $ 3,571,265
Liquidity as a percentage of total contractual debt 13.8%
Percentage unsecured 27.3%
Percentage secured 72.7%
RioCan’s contractual commitment and development expenditures for active projects at June 30, 2009 are as follows:
Contractual Debt Commitments and Development Expenditures
(in thousands) 2009 (i) 2010 2011 2012 2013 2014 Thereafter
Mortgages $ 184,931 $ 311,461 $ 136,958 $ 334,989 $ 386,453 $ 300,584 $ 941,589
Debentures 79,681 44,619 200,000 220,000 150,000 180,000 100,000
Developments 60,181 52,512 8,422 – – – –
Total $ 324,793 $ 408,592 $ 345,380 $ 554,989 $ 536,453 $ 480,584 $ 1,041,589
(i) Debt commitments and development expenditures for the remaining six months of 2009.
Distributions to Unitholders
56
The Trust expects to distribute to its unitholders in each year an amount not less than the Trust’s income for the year, as
calculated in accordance with the Act after all permitted deductions under the Act have been taken.
At RioCan’s Annual and Special meeting of the unitholders held on May 27, 2009, the unitholders approved the removal in its
Amended and Restated Declaration of Trust the requirement of the Trust to distribute its taxable income and to provide
Trustees with the discretion to make such further amendments or modifications to its Declaration to accommodate the
impact of IFRS. See “Future Changes in Significant Accounting Policies – IFRS” for a discussion of RioCan’s governance of
this pending change.
RioCan’s monthly distribution to unitholders is $0.115 per Unit, representing, on an annualized basis, $1.38 per Unit.
Distributions to unitholders are as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 2009 2008
Distributions to unitholders $ 78,418 $ 74,172 $ 155,248 $ 145,571
Distributions reinvested through the distribution
reinvestment and direct purchase plans (12,850) (17,834) (28,443) (36,762)
$ 65,568 $ 56,338 $ 126,805 $ 108,809
Distributions reinvested through the distribution
reinvestment and direct purchase plans as a
percentage of distributions to unitholders 16.4% 24.0% 18.3% 25.3%

MANAGEMENT’S DISCUSSION AND ANALYSIS
S&P and DBRS provide stability ratings for REITs and income trusts. A stability rating is intended to provide an indication
of both the stability and sustainability of distributions to unitholders. S&P’s rating categories range from highest level of
distributable cash flow generation stability relative to other income funds in the Canadian market place (SR-1) to a very low
level of distributable cash flow generation stability relative to other income funds in the Canadian market place (SR-7). RioCan’s
stability rating as at both June 30, 2009 and December 31, 2008 was SR-2. According to S&P, this rating category reflects a very
high level of distributable cash flow generation stability relative to other income funds in the Canadian market place.
DBRS’s rating categories range from the highest stability and sustainability of distributions per Unit (STA-1) to poor stability and
sustainability of distributions per Unit (STA-7). As at both June 30, 2009 and December 31, 2008, RioCan had a DBRS stability rating
of STA-2 (low). According to DBRS, this rating category reflects very good stability and sustainability of distributions per Unit.
A comparison of distributions to unitholders with cash flows provided by operating activities and net earnings is as follows:
Three months Six months Year ended
ended June 30, ended June 30, December 31,
(thousands of dollars) 2009 2008 (i) 2009 2008 (i) 2008 (i) 2007 (ii)
Cash flows provided by
operating activities $ 75,145 $ 119,985 $ 117,568 $ 162,262 $ 338,534 $ 272,380
Net earnings $ 27,212 $ 44,751 $ 57,881 $ 75,003 $ 145,088 $ 32,358
Distributions to unitholders $ 78,418 $ 74,172 $ 155,248 $ 145,571 $ 297,072 $ 276,688
Difference between cash flows provided
by operating activities and distributions
to unitholders (a) $ (3,273) $ 45,813 $ (37,680) $ 16,691 $ 41,462 $ (4,308)
Difference between net earnings and
distributions to unitholders (b) $ (51,206) $ (29,421) $ (97,367) $ (70,568) $ (151,984) $ (244,330)
(i) Refer to Note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.
(ii) Results for 2007 have not been restated.
(a) Difference between cash flows provided by operating activities and distributions to unitholders
RioCan relies upon forward-looking cash flow information including forecasts and budgets to establish the level of its annual
cash distributions to unitholders, which are paid monthly.
A summary of certain components of the Statements of Cash Flows included in the Trust’s unaudited interim consolidated
financial statements for the three and six months of 2009 is as follows:
Cash Flows Provided By (Used In)
Three months Six months Year ended
ended June 30, ended June 30, December 31,
(thousands of dollars) 2009 2008 (i) 2009 2008 (i) 2008 (i) 2007 (ii)
Cash flows provided by
operating activities $ 75,145 $ 119,985 $ 117,568 $ 162,262 $ 338,534 $ 272,380
Adjust for:
Changes in non-cash operating
items and other (7,607) 1,112 16,763 30,772 16,834 (5,299)
Properties held for resale (4,455) (62,994) (5,674) (81,818) (95,082) (60,053)
Acquisition and development of
properties held for resale 3,405 27,274 7,110 41,944 58,029 96,451
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
57
$ 66,488 $ 85,377 $ 135,767 $ 153,160 $ 318,315 $ 303,479
Distributions to unitholders 78,418 74,172 155,248 145,571 297,072 276,688
Distributions reinvested through the distribution
reinvestment and direct purchase plans (12,850) (17,834) (28,443) (36,762) (70,478) (69,431)
Net distributions $ 65,568 $ 56,338 $ 126,805 $ 108,809 $ 226,594 $ 207,257
(i) Refer to Note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.
(ii) Results for 2007 have not been restated.

MANAGEMENT’S DISCUSSION AND ANALYSIS
RioCan does not use GAAP defined cash flows provided by operating activities to establish the level of unitholders’
distributions because, among other items, it includes the following:
58
• Generally, the timing of the payment of property tax installments and operating costs do not coincide with collections
pursuant to tenant leases. RioCan typically collects property taxes and operating cost recoveries from its tenants in equal
monthly installments, based on annual estimates of such costs, with any shortfall being collected from tenants after the
end of the year. This usually results in fluctuations in the timing of the related cash flows during the reporting periods;
• RioCan also invests in maintenance capital expenditures on a continuous basis to physically maintain its income
properties. Typical costs incurred are for roof replacement programs and the resurfacing of parking lots. Tenant leases
generally provide for the Trust’s ability to substantially recover such costs from tenants over time as property operating
costs. As a result, the cash outflows for maintenance capital expenditures fluctuate during the reporting periods;
• Debenture interest and interest on certain mortgages payable are paid by the Trust semi-annually. As a result, the cash
outflows for interest paid fluctuate during the reporting periods;
• As previously discussed earlier in the MD&A under “Properties Held For Resale”, where RioCan owns trading assets
with partners, the Trust may also earn out-performance incentive fees for exceeding agreed upon benchmarks. Outperformance
incentive fees in some cases may be earned and recorded but not payable until future reporting periods in
accordance with related agreements. Gains and related performance fees, being disposition-dependent, are not earned
in consistent amounts in each and every reporting period. The result is that RioCan generally experiences fluctuations
in the timing of gains from properties held for resale and fees and other income; and
• While RioCan considers gains from properties held for resale, among other items, in establishing the level of cash
distributions to unitholders, for this purpose, the Trust considers the expenditures, net of third-party financing, relating
to these projects as capital in nature. Additionally, on occasion the Trust may finance the purchaser of certain properties
held for resale with a vendor-take-back mortgage, with the result that not all the proceeds are received by RioCan upon
disposition of such properties until future reporting periods.
As indicated above, in determining the annual level of distributions to unitholders, the Trust looks at forward-looking cash
flow information including forecasts and budgets and the future business prospects of the Trust. Furthermore, RioCan does
not consider periodic cash flow fluctuations resulting from items such as the timing of property operating costs and tax
installments, and semi-annual debenture and mortgages payable interest payments in determining the level of distributions
to unitholders. Additionally, as indicated above, in establishing the level of cash distributions to unitholders, for this purpose
the Trust considers, among other items, the expenditures, net of third-party financing, relating to properties held for resale
projects and scheduled amortization of mortgage principal as capital in nature. Therefore, annual distributions to unitholders
have been, and are expected to continue to be, funded by cash flows generated from RioCan’s real estate investments and fee
generating activities.
(b) Difference between net earnings and distributions to unitholders
The Trust does not use net earnings in accordance with GAAP as the basis to establish the level of unitholders’ distributions
as net earnings include, among other items, non-cash expenses for amortization, including impairment provisions, related
to its income property portfolio and future income taxes. Management of the Trust believes, among other items, that:
• It is appropriate for the Trust to ignore property related amortization primarily on the basis that the value of the Trust’s real
estate investments generally does not diminish over time, and because consideration is given by RioCan to maintenance
capital expenditures for the property portfolio in establishing the level of annual distributions to unitholders; and
• RioCan is currently not considering future income taxes as it is the Trust’s intention to qualify for the REIT Exemption
prior to 2011. See the discussion of the Qualification Plan under “Vision and Business Strategy” and elsewhere
throughout this MD&A.

MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The specific components of RioCan’s net earnings for each respective period are as follows:
Three months ended June 30, Increase Six months ended June 30, Increase
(thousands of dollars, except per Unit amounts) 2009 2008 (decrease) 2009 2008 (decrease)
Rental revenue $ 180,574 $ 169,863 6% $ 362,993 $ 342,985 6%
Property operating costs 63,570 59,980 6% 133,323 124,700 7%
Net operating income 117,004 109,883 6% 229,670 218,285 5%
Fees and other income 3,041 3,690 (18%) 7,292 7,335 (1%)
Interest income 4,311 4,037 7% 8,271 8,474 (2%)
(Loss) gains on properties held for resale (574) 16,795 (103%) (130) 18,958 (101%)
123,782 134,405 245,103 253,052
Interest expense 48,532 41,575 17% 92,514 83,307 11%
General and administrative expense 7,328 5,965 23% 14,114 14,593 (3%)
FFO (i) 67,922 86,865 (22%) 138,475 155,152 (11%)
Amortization expense 41,910 36,414 15% 81,794 74,449 10%
Future income tax (recovery) expense (1,200) 5,700 (121%) (1,200) 5,700 (121%)
Net earnings $ 27,212 $ 44,751 (39%) $ 57,881 $ 75,003 (23%)
Net earnings per Unit – basic and diluted $ 0.12 $ 0.21 $ 0.26 $ 0.35
FFO per Unit (i) $ 0.30 $ 0.40 $ 0.62 $ 0.72
(i)
Refer to the discussion above under FFO.
Net Operating Income
Net operating income (“NOI”) is a non-GAAP measure and is defined by RioCan as rental revenue from income properties less
property operating costs. RioCan’s method of calculating NOI may differ from other issuers’ methods and, accordingly, may
not be comparable to NOI reported by other issuers.
Rental revenue includes all amounts earned from tenants related to lease agreements, including property tax and operating
cost recoveries, to the extent recoverable under tenant leases. Amounts payable by tenants to terminate their lease prior to
the contractual expiry date (“lease cancellation fees”) are included in rental revenue.
RioCan’s NOI for the three and six months ended June 30, 2009 and 2008 are as follows:
Three months ended June 30, Increase Six months ended June 30, Increase
(thousands of dollars) 2009 2008 (decrease) 2009 2008 (decrease)
Base rent $ 117,478 $ 110,065 7% $ 232,718 $ 218,735 6%
Percentage rent 774 723 7% 1,392 1,264 10%
Rents subject to tenants’ sales thresholds 1,470 1,512 (3%) 2,948 3,010 (2%)
Property taxes and operating cost recoveries 60,076 57,203 5% 125,121 119,067 5%
179,798 169,503 362,179 342,076
Lease cancellation fees 776 360 116% 814 909 (10%)
Rental revenue 180,574 169,863 6% 362,993 342,985 6%
Recoverable property taxes and operating costs 60,384 57,341 5% 126,558 119,571 6%
Non-recoverable property operating and site
administration costs 3,186 2,639 21% 6,765 5,129 32%
Property operating costs 63,570 59,980 6% 133,323 124,700 7%
NOI $ 117,004 $ 109,883 6% $ 229,670 $ 218,285 5%
NOI as a percentage of rental revenue (excluding
the impact of lease cancellation fees) 65% 65% 0% 63% 64% (1%)
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
59
Percentage rent and rents subject to tenants’ sale thresholds are primarily generated from national tenants.

MANAGEMENT’S DISCUSSION AND ANALYSIS
The amount of property taxes and operating costs that can be recovered from tenants is impacted by property vacancy and
fixed cost recovery tenancies. RioCan’s property operating costs are generally higher during the winter months; consequently,
during these periods, the NOI margin trends slightly downwards as such amounts are recoverable from tenants at RioCan’s
cost and are impacted by fixed cost recovery tenancies.
The change in NOI for the three and six months ended June 30, 2009 and 2008 are as follows:
Three months ended June 30, Increase Six months ended June 30, Increase
(thousands of dollars) 2009 2008 (decrease) 2009 2008 (decrease)
Same properties (i) $ 104,181 $ 102,599 1.5% $ 203,726 $ 202,349 0.7%
2009 and 2008 acquisitions 3,890 86 nm 6,912 86 nm
2009 and 2008 dispositions 19 90 nm 36 178 nm
Greenfield development 5,852 4,193 39.6% 13,705 9,611 42.6%
NOI before adjustments 113,942 106,968 6.5% 224,379 212,224 5.7%
Lease cancellation fees 776 360 nm 814 909 nm
Straight-lining of rents 1,480 1,729 (14.4%) 2,890 3,441 (16.0%)
Differential between contractual and market rents 806 826 (2.4%) 1,587 1,711 (7.2%)
NOI $ 117,004 $ 109,883 6.5% $ 229,670 $ 218,285 5.2%
“nm” – not meaningful.
(i) Same properties refer to those income properties that were owned by RioCan throughout both periods.
Same property NOI increased during the second quarter of 2009 as compared to the same period in 2008 by 1.5% due to
new and renewal leasing, fixed rent steps, and land use intensification of $2.6 million, partially offset by unanticipated
vacancies which reduced NOI by $1.4 million. Tenant bankruptcies resulted in RioCan recording approximately $500,000 in
provisions for bad debts for the three month period ended June 30, 2009.
During the three months ended June 30, 2009, 173,000 square feet of Greenfield Developments and land use intensification
were completed compared to 129,000 square feet during 2008.
Same property NOI for the six month period ended June 30, 2009 increased by 0.7% on a year-over-year basis due to new and
renewal leasing, fixed rent steps, and land use intensification of $5.5 million offset by unanticipated vacancies which reduced
NOI by approximately $2.7 million. Tenant bankruptcies resulted in RioCan recording approximately $2.1 million in provisions
for bad debts for the six month period ended June 30, 2009.
During the six months ended June 30, 2009, 660,000 square feet of Greenfield Developments, including land use
intensification, were completed compared to 309,000 square feet during 2008.
The change in NOI on a consecutive quarter-over-quarter basis is as follows:
60
(thousands of dollars) June 30, March 31, Increase
Three months ended 2009 2009 (decrease)
Same properties (i) $ 107,833 $ 105,661 2.1%
Acquisitions 1,311 342 nm
Dispositions (2) – nm
Greenfield development 4,800 4,434 8.3%
NOI before adjustments 113,942 110,437 3.2%
Lease cancellation fees 776 38 nm
Straight-lining of rents 1,480 1,410 5.0%
Differential between contractual and market rents 806 781 3.2%
NOI $ 117,004 $ 112,666 3.9%
“nm” – not meaningful.
(i) Same properties refer to those income properties that were owned by RioCan throughout both periods.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Same property NOI increased by 2.1% during the second quarter of 2009 as compared to the first quarter of 2009, due to new
and renewal leasing, fixed rent steps and land use intensification of $700,000 offset by vacancies which negatively impacted
same property NOI by approximately $500,000. Tenant bankruptcies resulted in RioCan recording approximately $1.6 million in
provisions for bad debts in the first quarter of 2009 as compared to $500,000 in the second quarter of 2009.
Other Revenue
Fees and Other Income
RioCan holds certain of its interests in various real estate investments through co-ownerships and investments accounted for
by the equity method. Generally, RioCan provides asset and property management services for these investments for which
the Trust earns market based fees.
As discussed under “Vision and Business Strategy”, RioCan’s focus is on growing its rental and fee income from long-lived
properties. Prior to 2011, RioCan will isolate those activities that generate disposition-dependent performance fees
and review how best to restructure so as to continue these activities in a taxable entity or discontinue such activities if
appropriate, with the purpose of enabling RioCan to comply with the requirements of the SIFT Legislation.
The significant sources of fees and other income are as follows:
Three months ended June 30, Six months ended June 30,
Increase
Increase
(thousands of dollars) 2009 2008 (decrease) 2009 2008 (decrease)
Property and asset management fees
earned from co-ownerships and partners $ 2,710 $ 2,237 21% $ 7,189 $ 4,712 53%
Property and asset management fees earned
from third party activities 33 464 nm 63 962 nm
Disposition-dependent performance
fees and other 298 989 (70%) 40 1,661 (98%)
“nm” – not meaningful.
$ 3,041 $ 3,690 (18%) $ 7,292 $ 7,335 (1%)
For the second quarter of 2009, the increase in property and asset management fees earned from co-owners and
partnerships, when compared to the same period in the prior year, increased primarily due to higher finance arrangement
fees of approximately $233,000.
The increase in property and asset management fees earned during the six months ended June 30, 2009 from co-owners and
partners primarily arose from a repositioning fee received from Kimco during the first quarter of 2009 with respect to the
Brentwood Village Shopping Centre, Calgary, Alberta property in the amount of $2.25 million.
The property and asset management fees earned from third party decreased as, effective July 2008, RioCan no longer
manages the seven properties which were sold to Retrocom Mid-Market REIT in 2005.
Disposition-dependent performance fees and other decreased during the six months ended June 30, 2009 as compared to the
same period in 2008 primarily as a result of a downward adjustment to the portfolio out performance incentive fee from
RRVLP during the first quarter in the amount of $1.0 million as a result of non-cash impairment charges on the two
remaining assets in RRVLP (See discussion in “Properties Held For Resale”). During the second quarter of 2009, brokerage
and miscellaneous fees decreased $1.0 million due to reduced activity, offset by an increase of $0.3 million in incentive fees.
Interest Income
Compared to the second quarter of 2008, interest income increased during the second quarter of 2009 due to higher
mezzanine loan balances with co-owners and partners and vendor-take-back loan interest.
Interest income decreased in the six month period ended June 30, 2009 as compared to the same period of 2008, primarily as
a result of the July 2008 repayment of a $30 million debenture receivable from Retrocom and lower interest income on short
term investments, offset by higher mezzanine loan balances with co-owners and partners and vendor take back loan interest.
(Loss) gains on properties held for resale
(Loss) gains on properties held for resale includes a 2009 second quarter loss of $680,000 as a result of a mark to market
adjustment of an underlying vendor-take-back mortgage, as certain development and operational targets will not be obtained
and the absence of any gains on properties held for resale (see discussion in “Properties Held for Resale”).
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
61

MANAGEMENT’S DISCUSSION AND ANALYSIS
Other Expenses
Interest
The components of interest expense are as follows:
Three months ended June 30, Increase Six months ended June 30, Increase
(thousands of dollars) 2009 2008 (decrease) 2009 2008 (decrease)
Interest $ 52,553 $ 45,751 15% $ 101,205 $ 92,287 10%
Capitalized to real estate investments (4,021) (4,176) (4%) (8,691) (8,980) (3%)
Net interest expense $ 48,532 $ 41,575 17% $ 92,514 $ 83,307 11%
Percentage capitalized to real estate investments 8% 9% 9% 10%
The increase in total interest expense during both the three and six month periods ended June 30, 2009 compared
to the same periods in 2008 resulted primarily from higher debt levels during 2009 including the issuance of the Series L
Debenture of $180 million. The increased interest expense on this new debt was partially offset by reduced interest expense
resulting from scheduled repayments of mortgage principal and early repayments of unsecured debentures (see “Debt”
elsewhere in this MD&A).
The amounts capitalized to real estate investments are consistent with RioCan’s Greenfield Developments and land use
intensification activities during the periods.
General and Administrative
Certain staffing and related costs for property management activities are directly recoverable from tenants under lease
agreements and such costs are included in property operating costs. Other regional office costs and head office costs are
included in general and administrative expense.
The components of general and administrative expense are as follows:
Three months ended June 30, Increase Six months ended June 30, Increase
(thousands of dollars) 2009 2008 (decrease) 2009 2008 (decrease)
62
General and administrative expense:
Non-recoverable salaries and benefits $ 3,947 $ 3,857 2% $ 8,229 $ 8,058 2%
Public company and other 2,814 3,012 (7%) 6,077 5,929 2%
Unit based compensation expense 700 829 (16%) 1,435 1,811 (21%)
Indirectly recoverable regional office costs 319 396 (19%) 674 789 (15%)
7,780 8,094 (4%) 16,415 16,587 (1%)
Directly capitalized to properties
under development and tenant
installations costs (i) (1,745) (2,294) (24%) (3,594) (5,025) (28%)
Restructuring costs 1,293 – nm 1,293 – nm
Head office moving related costs – 165 nm – 3,031 nm
General and administrative expense $ 7,328 $ 5,965 23% $ 14,114 $ 14,593 (3%)
General and administrative expense:
As a percentage of rental revenue 4.1% 3.5% 0.5% 3.9% 4.3% (0.4%)
As a percentage of total assets 0.1% 0.1% 0.0% 0.2% 0.3% (0.0%)
“nm” - not meaningful.
(i)
Amounts capitalized to properties under development and tenant installation costs are primarily comprised of salaries and benefits
directly related to development and leasing activities at the properties.

MANAGEMENT’S DISCUSSION AND ANALYSIS
General and administrative costs, excluding capitalized and restructuring costs, remained consistent for both the three and
six month periods ended June 30, 2009.
Unit based compensation expense, for the second quarter of 2009, and on a year to date basis, when compared to the same
respective periods in the prior year, decreased predominantly due to lower Trust unit prices.
During the second quarter of 2009, RioCan undertook a restructuring plan, resulting in a charge of $1.3 million, mainly
related to severance costs. The Trust estimates that the restructuring will reduce costs by approximately $2 to $2.5 million on
an annualized basis.
In 2008, RioCan incurred costs of $3.0 million in head office moving related costs.
Additionally, RioCan expects to continue to experience overall increases in general and administrative costs due to enhanced
regulatory requirements, and costs related to RioCan’s transition to IFRS and SIFT Legislation.
Amortization
The components of amortization expense are as follows:
Three months ended June 30, Six months ended June 30,
(thousands of dollars) 2009 2008 (i) Increase 2009 2008 (i) Increase
Buildings $ 27,068 $ 24,748 9% $ 53,383 $ 49,472 8%
Leasing costs 10,159 7,483 36% 19,587 16,359 20%
Intangible assets 4,683 4,183 12% 8,824 8,618 2%
Amortization expense $ 41,910 $ 36,414 15% $ 81,794 $ 74,449 10%
(i) Refer to Note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.
For the three and six month periods ended June 30, 2009, the increase in building amortization expense is consistent with the
increase in net acquisitions and completed developments and redevelopments of income properties, when compared to the
amortization expense in the same periods in 2008.
For the three months ended June 30, 2009, when compared to the same period in the prior year, amortization of leasing costs
increased $2.7 million. This increase was predominantly due new leasing activity. For the six month period ended June 30,
2009, compared to the same period in 2008, amortization of leasing costs increased $3.2 million. This increase was due to
new leasing activity and write-offs related to tenant bankruptcies.
For the three months ended June 30, 2009, when compared to the same period in 2008, amortization of intangible assets
increased $500,000. This increase was predominantly due to the write-off of intangible assets due to a tenant bankruptcy.
For the six month period ended June 30, 2009, compared to the same period in the prior year, amortization of intangible
assets increased $206,000. This increase was due to a tenant bankruptcy.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
63

MANAGEMENT’S DISCUSSION AND ANALYSIS
SELECTED QUARTERLY CONSOLIDATED INFORMATION
(thousands of dollars, except per Unit amounts)
2009 2008 (Restated)*** 2007****
At and for the quarter ended Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
Total revenue $ 187,352 $ 191,074 $ 200,556 $ 185,537 $ 194,385 $ 183,367 $ 193,397 $ 172,493
Net earnings* 27,212 30,669 29,233 40,852 44,751 30,252 65,148 35,917
Net earnings per Unit*
– basic and diluted 0.12 0.14 0.13 0.19 0.21 0.14 0.32 0.17
Total assets 5,721,699 5,398,980 5,337,491 5,337,890 5,335,849 5,179,222 5,255,864 5,122,095
Total mortgages and
debentures payable 3,567,355 3,363,784 3,260,295 3,226,018 3,200,783 3,193,454 3,235,248 3,125,173
Total distributions
to unitholders 78,418 76,830 76,466 75,035 74,172 71,399 71,044 69,168
Total distributions to
unitholders per Unit 0.3450 0.3450 0.3450 0.3400 0.3375 0.3375 0.3375 0.3300
Net book value per Unit** 7.77 7.68 7.87 8.04 8.15 7.81 7.96 7.92
Market price per Unit
– high 15.74 15.69 20.80 22.08 22.25 22.42 25.94 26.06
– low 12.20 11.23 12.10 18.60 19.50 18.10 20.42 21.75
– close 15.28 12.55 13.66 20.21 19.86 20.70 21.82 24.85
64
* Refer to RioCan’s annual and interim MD&As issued for the three months ended March 31, 2008, the six months ended June 30, 2008,
the nine months ended September 30, 2008 and 2007 and for the years ended December 31, 2008 and 2007 for a discussion and analysis
relating to those periods.
During the first and second quarters of 2009, RioCan record non-cash charges (recovery) for future income taxes to net earnings
of $nil and ($1.2) million, respectively. During the first, second, third and fourth quarters of 2008, RioCan recorded non-cash
charges/(recoveries) for future income taxes to net earnings of $nil, $5.7 million, $1 million and ($7.4) million, respectively. During
the last two quarters of 2007, the Trust recorded non-cash charges (recoveries) for future income taxes to net earnings of $7 million
and ($13) million, respectively. These charges relate to its future income tax liabilities recorded as a result of the SIFT Legislation.
These non-cash charges relate to temporary differences between the accounting and tax basis of its assets and liabilities, primarily
relating to the Trust’s real estate investments. These charges have no current impact on its cash flows or distributions (see “Future
Income Taxes” above).
** A non-GAAP measurement. Calculated by RioCan as unitholders’ equity divided by Units outstanding at the end of the period. RioCan’s
method of calculating net book value per unit may differ from other issuers’ methods and accordingly may not be comparable to net
book value per unit reported by other issuers.
*** Refer to note 1(b) of the unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008.
**** Results for 2007 have not been restated for change per note 1(b) of the unaudited interim consolidated financial statements.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
RioCan’s unaudited interim consolidated financial statements for the three and six months ended June 30, 2009 and 2008 are
prepared in accordance with GAAP. The significant accounting policies used in the preparation of the interim consolidated
financial statements are consistent with those reported in the audited consolidated financial statements for the two years
ended December 31, 2008 and 2007 except as identified below in Changes in Accounting Policies. The preparation of financial
statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results may differ from those estimates under different assumptions
and conditions.
The MD&A for the two years ended December 31, 2008 and 2007 contains a discussion of the significant accounting policies
most affected by estimates and judgment used in the preparation of the financial statements, being the accounting policies
relating to income properties amortization, impairment of real estate investments, guarantees, future income taxes, and
fair value. Management determined that at June 30, 2009 there is no change to the assessment of the significant accounting
policies most affected by estimates and judgments as detailed in the MD&A for the two years ended December 31, 2008
and 2007.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Changes in Accounting Policies
Goodwill and Intangible Assets
The CICA issued a new accounting standard, Section 3064, Goodwill and Intangible Assets, which clarifies that costs can be
capitalized only when they relate to an item that meets the definition of an asset. Section 1000, Financial Statement Concepts, was
also amended to provide consistency with this new standard. The new and amended standards are effective for the Trust’s fiscal
year which commenced on January 1, 2009, and were applied on a retroactive basis with restatement of the prior years.
As of January 1, 2009, the Trust is no longer able to defer maintenance capital expenditures recoverable from its tenants and
match the depreciation of these deferred expenditures to the period revenue is collected from tenants. This change requires
the Trust to capitalize or expense, based on the nature of the item, maintenance capital expenditures recoverable from its
tenants in the period incurred.
The adoption by the Trust of the new and amended standards required it to restate its 2008 quarterly and annual consolidated
financial statements on January 1, 2009 as follows:
Balance Sheet
Impact of restatement at December 31, 2008
Increase
(decrease)
Income properties $ 25,459
Receivables and other assets (29,909)
Statement of Unitholders’ Equity
Impact of restatement on opening cumulative earnings as at January 1, 2008
Decrease
Cumulative earnings to December 31, 2007 $ (2,617)
Statement of Earnings
For the three months ended
For the year ended
Impact of restatement March 31, June 30, September 30, December 31, December 31,
Increase (decrease) 2008 2008 2008 2008 2008
Property operating costs $ (621) $ (466) $ 63 $ 68 $ (956)
Amortization expense 653 641 688 807 2,789
Net earnings (32) (175) (751) (875) (1,833)
Net earnings per Unit – basic
and diluted – – – – (0.01)
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
65
In addition, the impact of this change on the Statement of Cash Flows for the six months ended June 30, 2008 includes an
increase of $1.5 million ($1.1 million for the three months ended June 30, 2008) in both cash flows provided by operating
activities and cash flows used in investing activities.
For the three months ended June 30, 2009, the adoption of this standard decreased the Trust’s property operating costs
by approximately $814,000 over what it otherwise would have been on a deferral basis, and increased amortization expense
by approximately $923,000 with a corresponding decrease to net earnings of approximately $109,000 ($nil per Unit).
For the six months ended June 30, 2009, the adoption of this standard decreased the Trust’s property operating costs by
approximately $1.7 million over what it otherwise would have been on a deferral basis, increased amortization expense
by approximately $1.7 million with a corresponding decrease to net earnings of approximately $85,000 ($nil per Unit).

MANAGEMENT’S DISCUSSION AND ANALYSIS
FUTURE CHANGES IN SIGNIFICANT ACCOUNTING POLICIES
RioCan monitors the CICA’s recently issued accounting pronouncements to assess the applicability and impact, if any, of these
pronouncements on its consolidated financial statements and note disclosures.
66
IFRS
The Canadian Accounting Standards Board (“AcSB”) confirmed that the adoption of IFRS would be effective for the interim and
annual periods beginning on or after January 1, 2011 for Canadian publicly accountable profit-oriented enterprises. IFRS will
replace Canada’s current GAAP for these enterprises. Comparative IFRS information for the previous fiscal year will also have
to be reported. These new standards will be effective for the Trust during the first quarter of 2011.
RioCan’s management is currently in the process of evaluating the potential impact of IFRS to the consolidated financial
statements. This will be an ongoing process as the International Accounting Standards Board (“IASB”) and the AcSB issue
new standards and recommendations. RioCan’s consolidated financial performance and financial position as disclosed in the
current GAAP financial statements may be significantly different when presented in accordance with IFRS.
In order to prepare for the conversion to IFRS, the Trust has developed an IFRS conversion plan. The conversion plan will
address first time adoption and transition activities, including, but not limited to:
• Overall characteristics of IFRS financial statements that differ from Canadian GAAP;
• Training and education requirements;
• Resource requirements;
• An assessment of information technology and data systems impacts;
• An assessment of IFRS impacts on its business groups and functions;
• An assessment of impacts on internal controls over financial reporting and disclosure controls and procedures; and
• The development of a communication plan for both internal and external stakeholders.
RioCan has established a formal project governance structure with oversight by its IFRS Steering Committee, consisting of
senior management from accounting and finance, information technology, legal, and business operations. Several subcommittees
support the IFRS Steering Committee and include: (i) Real Estate Valuations; (ii) Financial Reporting and Information
Technology Implementation; and (iii) Business Change and Risk Management Review. Issue-specific working groups, including
communications, report into the sub-committees. The IFRS Steering Committee provides periodic updates of the status and
effectiveness of the IFRS conversion plan to the Trust’s senior executives, Audit Committee and Board of Trustees.
RioCan has identified IFRS versus Canadian GAAP differences and various policy choices available under IFRS, but continues
to assess the implications of such differences and policy choices to its financial reporting.
Key elements of the plan that are currently in progress include, but are not limited to:
• On-going project management;
• On-going education and training sessions for employees;
• An assessment of the application of IFRS 1, First-time Adoption of International Financial Reporting Standards, which
provides guidance for an entity’s initial adoption of IFRS, and provides for limited optional exemptions in specified areas
of certain IFRS standards;
• An assessment of the impact of IFRS accounting standards on business activities;
• The development of a real estate valuations strategy and process; and
• The development of an information technology and data systems strategy.
As RioCan continues to evaluate the impact of IFRS adoption on its business activities, processes and accounting policies, the
Trust will implement a communication strategy aimed at all stakeholders, including employees, rating agencies, bondholders,
equity analysts and unitholders, to assist in their understanding of its transition to IFRS. Additionally, RioCan will continue to
revisit the conversion plan; accordingly, changes to the plan may be required as more information on the Trust’s adoption of
IFRS becomes known.
The unitholders approved an amendment to RioCan’s Declaration at its Annual and Special meeting of the unitholders on
May 27, 2009 to remove the requirement to distribute its taxable income and to provide Trustees with the discretion to make
further amendments to accommodate the impact of IFRS.
• As IFRS is currently drafted and generally interpreted by the Canadian accounting profession, trust units may be regarded
under IFRS as a “liability” rather than “equity” (they are currently categorized under Canadian GAAP as equity). This
interpretation is influenced when a Declaration of Trust indicates that, in each year, the aggregate amount payable by
a trust for distributions to unitholders shall not be less than the trust’s taxable income for the year. Under IFRS, a
liability arises where “financial instruments” contain a “contractual obligation to deliver cash or another financial
asset to another entity”. A trust unit is a financial instrument for both Canadian GAAP and IFRS purposes. A mandatory

MANAGEMENT’S DISCUSSION AND ANALYSIS
requirement to distribute taxable income may constitute a “contractual requirement to deliver cash”, resulting in trust
units being considered as a liability for purposes of IFRS. Accordingly, and as part of RioCan’s transition to IFRS (as
required by 2011 with comparatives for 2010), the unitholders approved an amendment to RioCan’s Declaration to delete
the reference to distributions of future taxable income, thus permitting greater discretion to the Trust in this regard.
Since IFRS must be adopted no later than for the period starting January 1, 2011, and given that financial information for
2010 must also be prepared in accordance with IFRS for comparison purposes, the implementation of this change at this
time will ensure that RioCan may continue to account for its issued and outstanding Units and distributions paid as part
of unitholders’ equity, and not be required to re-characterize its Units under IFRS as a liability, and therefore all future
distributions as an expense, in its financial statements.
• RioCan is currently in the process of evaluating the potential impact of IFRS on its consolidated financial statements. This
will be an ongoing process as the IASB and the AcSB issue new standards and recommendations and as the Canadian
accounting profession interprets those standards and recommendations. RioCan’s consolidated financial performance
and financial position, as disclosed in the current GAAP financial statements, may be significantly different when presented
in accordance with IFRS. The Declaration was amended to enable the Trustees to make amendments in connection with
changes in accounting standards in connection with IFRS related accounting changes in order to assist the Trust with its
transition to IFRS.
CONTROLS AND PROCEDURES
At June 30, 2009, the Chief Executive Officer and Chief Financial Officer of the Trust, along with the assistance of senior
management, have designed disclosure controls and procedures to provide reasonable assurance that material information
relating to RioCan is made known to the CEO and CFO, and have designed internal controls over financial reporting to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance
with GAAP. There were no changes in the Trust’s internal controls over financial reporting that occurred during the interim
period ended June 30, 2009 that have significantly affected, or are reasonably likely to significantly affect, the Trust’s internal
controls over financial reporting.
RISKS AND UNCERTAINTIES
The achievement of RioCan’s objectives is, in part, dependent on the successful mitigation of business risks identified. Real
estate investments are subject to a degree of risk. They are affected by various factors including changes in general economic
and local market conditions, equity and credit markets, fluctuations in interest costs, the attractiveness of the properties to
tenants, competition from other available space, the stability and credit-worthiness of tenants, and various other factors.
Liquidity and General Market Conditions
RioCan faces the risk associated with general market conditions and their potential consequent effects. Current general
market conditions may include, among other things, the insolvency of market participants, tightening lending standards and
decreased availability of cash, and changes in unemployment levels, retail sales levels, and real estate values. These market
conditions may affect occupancy levels and RioCan’s ability to obtain credit on favourable terms or to conduct financings
through the public market.
Tenant Concentrations, Occupancy Levels and Defaults
The value of RioCan’s real estate, and any improvements thereto, may depend on the credit and financial stability of tenants.
The Trust’s financial position would be adversely affected if a significant number of tenants were to become unable to meet
their obligations to RioCan or if RioCan were unable to lease a significant amount of available space in the properties on
economically favourable lease terms.
With respect to tenant concentration risk, in the event a given tenant, or group of tenants, experience financial difficulty and
be unable to fulfill its lease commitments, or a given geographical area suffers an economic decline, the Trust could
experience a decline in revenue.
In order to reduce RioCan’s exposure to the risks relating to credit and the financial stability of tenants, the Trust’s Declaration
restricts the amount of space which can be leased to any person and that person’s affiliates, other than in respect of leases
with or guaranteed by the Government of Canada, a province of Canada, a municipality in Canada or any agency thereof and
certain corporations, the securities of which meet stated investment criteria, to a maximum premises or space having an
aggregate gross leasable area of 20% of the aggregate gross leasable area of all real property held by RioCan. At June 30,
2009 RioCan was in compliance with this restriction.
RioCan’s operating results may be adversely impacted by a decline in revenues if the Trust is unable to maintain the existing
occupancy levels of its properties, if existing tenants experience financial difficulty and become unable to fulfill their lease
commitments, if RioCan becomes unable to attract new tenants at rental rates similar to those paid by existing tenants, or if
existing tenants do not renew at the expiry of the lease term and such space cannot be re-leased. As well, certain significant
expenditures involved in real property investments, such as property taxes, maintenance costs and mortgage payments,
represent obligations that must be met regardless of whether the property is producing sufficient, or any, revenue.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
67

MANAGEMENT’S DISCUSSION AND ANALYSIS
At June 30, 2009, RioCan has NLA, at its interest, of 33.5 million square feet and a portfolio occupancy rate of 97.1%. Based
on the Trust’s current annualized rental revenue on a weighted average portfolio basis of approximately $23 per square foot,
for every fluctuation in occupancy by a differential of 1%, the Trust’s operations would be impacted by approximately
$8 million annually.
RioCan’s aggregate lease renewals over the next five years represent annual lease payments of approximately $208 million
based on current contractual rental rates. Should such tenancies be renewed upon maturity at an aggregate rental rate
differential of 100 basis points, the Trust’s operations would be impacted by approximately $2 million annually.
Lease expiries
(in thousands) Portfolio NLA 2009 (i) 2010 2011 2012 2013
Square feet 33,536 995 3,023 3,748 2,917 2,949
Square feet expiring portfolio NLA 40.7% 3.0% 9.0% 11.2% 8.7% 8.8%
Total net rent $ 208,102 $ 17,082 $ 43,102 $ 54,193 $ 46,358 $ 47,367
(i) Tenant lease expiries for the remaining six months of 2009.
68
RioCan strives to manage tenant concentration risk through geographical diversification (See “Asset Profile” elsewhere in this
MD&A) and diversification of revenue sources in order to avoid dependence on any single tenant. RioCan’s objective is that no
individual tenant contributes a significant percentage of its gross revenue and that a considerable portion of the Trust’s
revenue is earned from national and anchor tenants (See “Overview and Highlights”). RioCan attempts to lease to creditworthy
tenants and will generally conduct credit assessments for new tenants. RioCan attempts to reduce its risks associated with
occupancy levels and lease renewal risk by having staggered lease maturities, negotiating leases with base terms between
five and ten years, and by negotiating longer term leases with built-in minimum rent escalations where deemed appropriate.
Access to Debt and Equity Capital
Lenders may have suffered losses related to their lending and other financial relationships, especially because of the general
weakening of the economy and the increased financial instability of many borrowers. As a result, lenders may tighten their
lending standards, which could make it more difficult for RioCan to obtain financing on favourable terms, or at all.
A risk to the Trust’s growth program and the refinancing of its debt upon maturity, in the current economic climate, is that of
not having sufficient debt and equity capital available to RioCan. Given the relatively small size of the Canadian marketplace,
there are a limited number of lenders from which RioCan can borrow.
RioCan’s financial condition and results of operations would be adversely affected if it were unable to obtain financing or
cost-effective financing. Similarly, the equity markets have tightened and obtaining capital through an equity offering may
be more difficult.
At June 30, 2009, RioCan’s total indebtedness had a 4.8 year weighted average term to maturity bearing a weighted average
contractual interest rate of 5.96%.
Interest Rates
RioCan’s operations are impacted by interest rates, as interest expense represents a significant cost in the ownership of real
estate investments. At June 30, 2009, RioCan had aggregate contractual debt comprised of mortgages and debentures payable
having principal maturities through to December 31, 2011 of $827.8 million (23.2% of the aggregated debt) with a weighted
average contractual interest rate of 6.23%. Should such amounts be refinanced upon maturity at an aggregate interest rate
differential of 100 basis points, RioCan’s operations would be impacted by approximately $8.3 million annually.
RioCan seeks to reduce its interest rate risk by staggering the maturities of long term debt and limiting the use of floating
rate debt so as to minimize exposure to interest rate fluctuations. At June 30, 2009, 3.0% of the Trust’s aggregate debt was
at floating interest rates.
From time to time, the Trust may enter into interest rate swap transactions to modify the interest rate profile of its current
or future variable rate debts without an exchange of the underlying principal amount.
Joint Ventures/Partnerships
RioCan has entered into partnerships with a number of different entities. If these partnerships do not perform as expected,
default on financial obligations or default on development obligations, RioCan has an associated risk. RioCan reduces this risk
by seeking to: (a) negotiate contractual rights upon default of a partner; (b) enter into agreements with financially stable
partners; and/or (c) work with partners who have a historical record of successful completion of development projects.
Relative Illiquidity of Real Property
Real estate investments are relatively illiquid. This will tend to limit the Trust’s ability to sell components of the portfolio
promptly in response to changing economic or investment conditions. If RioCan were required to quickly liquidate its assets,
there is a risk that the Trust would realize sale proceeds of less than the current book value of its real estate investments.
Unexpected Costs or Liabilities Related to Acquisitions
A risk associated with real property acquisition is that there may be an undisclosed or unknown liability concerning the

MANAGEMENT’S DISCUSSION AND ANALYSIS
acquired properties, and RioCan may not be indemnified for some or all of these liabilities. Following an acquisition, RioCan
may discover that it has acquired undisclosed liabilities, which may be material.
RioCan conducts what it believes to be an appropriate level of investigation in connection with its acquisition of properties
and seeks through contract to ensure that risks lie with the appropriate party.
Construction
RioCan’s construction commitments are subject to those risks usually attributable to construction projects, which include:
(i) construction or other unforeseen delays; (ii) cost overruns; and (iii) the failure of tenants to occupy and pay rent in
accordance with existing lease agreements, some of which are conditional. Construction risks are minimized through the
provisions of the Trust’s Declaration, which have the effect of limiting direct and indirect investments, net of related mortgage
debt, in non-income producing properties to no more than 15% of the Adjusted Book Value of RioCan’s unitholders’ equity.
RioCan also seeks to undertake such developments with established developers. With some exceptions for land in the high
growth markets, RioCan will generally not acquire or fund significant expenditures for undeveloped land unless it is zoned and
an acceptable level of space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends
itself to phased construction keyed to leasing levels, which reduces the creation of significant amounts of vacant but
developed space.
Environmental Matters
Environmental and ecological related policies have become increasingly important in recent years. Under various federal,
provincial and municipal laws, RioCan, as an owner or operator of real property, could become liable for the costs of removal
or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations.
The failure to remove or remediate such substances, or address such matters through alternative measures prescribed by
the governing authority, may adversely affect RioCan’s ability to sell such real estate or to borrow using such real estate as
collateral, and could, potentially, also result in claims against the Trust. RioCan is not currently aware of any material noncompliance,
liability or other claim in connection with any of its properties, nor is RioCan aware of any environmental
condition with respect to any properties that it believes would involve material expenditures by the Trust.
It is the Trust’s policy to obtain a Phase I environmental audit conducted by a qualified environmental consultant prior to
acquiring any additional property. In addition, where appropriate, tenant leases generally specify that the tenant will conduct
its business in accordance with environmental regulations and be responsible for any liabilities arising out of infractions to
such regulations. It is RioCan’s practice to regularly inspect tenant premises that may be subject to environmental risk. The
Trust maintains insurance to cover a sudden and/or accidental environmental mishap.
Legal Risks
RioCan’s operations are subject to a wide variety of laws and regulations across all of its operating jurisdictions and RioCan
faces risks associated with legal and regulatory changes and litigation. RioCan retains external legal consultants to assist
it in remaining current and compliant with legal and regulatory changes and to respond to litigation.
Human Resources and Key Personnel
RioCan faces certain human resource risks, including the risk that it will not have the necessary human resources to perform
successfully. RioCan relies on the services of certain key personnel on its executive team, including its President and Chief
Executive Officer, Edward Sonshine, and its Executive Vice President and Chief Operating Officer, Frederic Waks, and the loss
of their services could have an adverse effect on RioCan. RioCan mitigates key personnel risks through succession planning.
Unitholder Liability
There is a risk that RioCan’s unitholders could become subject to liability. The Trust’s Declaration provides that no unitholder
or annuitant under a plan of which a unitholder acts as trustee or carrier will be held to have any personal liability as such,
and that no resort shall be had to the private property of any unitholder or annuitant for satisfaction of any obligation or claim
arising out of or in connection with any contract or obligation of RioCan. Only RioCan’s assets are intended to be subject to
levy or execution. The Declaration further provides that, whenever possible, certain written instruments signed by RioCan
must contain a provision to the effect that such obligation will not be binding upon unitholders personally or upon any
annuitant under a plan of which a unitholder acts as trustee or carrier. In conducting its affairs, RioCan has acquired and
may acquire real property investments subject to existing contractual obligations, including obligations under mortgages
and leases that do not include such provisions. RioCan will use its best efforts to ensure that provisions disclaiming personal
liability are included in contractual obligations related to properties acquired, and leases entered into, in the future.
Certain provinces have legislation relating to unitholder liability protection, including British Columbia, Alberta,
Saskatchewan, Manitoba, Ontario and Quebec. To RioCan’s knowledge, certain of these statutes have not yet been judicially
considered and it is possible that reliance on such statute by a unitholder could be successfully challenged on jurisdictional
or other grounds.
Income Taxes
RioCan currently qualifies as a mutual fund trust for income tax purposes. RioCan expects to distribute all of the Trust’s
taxable income to unitholders and is, therefore, generally not subject to tax on such amounts. In order to maintain RioCan’s
current mutual fund trust status, the Trust is required to comply with specific restrictions regarding its activities and the
investments held by the Trust. If the Trust was to cease to qualify as a mutual fund trust, the consequences could be material
and adverse.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
69

MANAGEMENT’S DISCUSSION AND ANALYSIS
As previously discussed, the unitholders approved an amendment at RioCan’s Annual and Special meeting of the unitholders
held on May 27, 2009, to its Declaration to remove the requirement of the Trust to distribute its taxable income and to provide
Trustees with the discretion to make such further amendments or modifications to its Declaration to accommodate the impact
of IFRS. See “Future Changes in Significant Accounting Policies – IFRS” for a discussion of RioCan’s governance of this
pending change.
The SIFT Legislation provides for a transition period until 2011 for publicly traded trusts, such as RioCan, which existed prior
to November 1, 2006 (“Existing Trusts”). In accordance with the normal growth guidelines in the SIFT Legislation, an Existing
Trust may lose its transitional relief if it undergoes “undue expansion”. The SIFT Legislation will not impose tax on a trust
which qualifies under the REIT Exemption.
In order to enable RioCan to qualify for the REIT Exemption commencing in 2011, the Trust is developing the Qualification
Plan. Under the version of the Qualification Plan which the Trust is currently considering, RioCan will continue, directly or
indirectly through subsidiary entities, to hold the assets and engage in the activities which it is permitted to do under the
REIT Exemption. A new entity will be established which will, directly or indirectly by subsidiary entities, hold the assets and
engage in those activities in which RioCan is not permitted to do under the REIT Exemption. Under the current version of
the Qualification Plan, the securities of the two entities are expected to be “stapled” through a stapled unit structure.
The implementation of a Qualification Plan must occur on or before December 31, 2010 and will result in tax inefficiencies on
non-compliant assets and activities. RioCan is currently of the view that the proposed stapled structure will enable RioCan to
comply with the requirements of the REIT Exemption, while minimizing such tax inefficiencies. See “Qualification Plan” for a
discussion of the proposed stapled structure.
Specified distributions payable by a SIFT which is not entitled to transitional relief and which does not qualify for the REIT
Exemption will not be deductible in computing the SIFT’s taxable income, and the SIFT will be subject to tax on such
distributions at a rate that is substantially equivalent to the general tax rate applicable to Canadian corporations. Distributions
paid by a SIFT as returns of capital will not be subject to this tax.
In light of the foregoing, it is possible that the SIFT Legislation could have a material and adverse effect on RioCan,
commencing in 2011. Although the Qualification Plan is intended to minimize such consequences, there are no assurances
that the Qualification Plan as currently contemplated, or in any other form, will achieve its objectives. Should RioCan not be
able to develop a satisfactory Qualification Plan, the non-compliant activities will have to be discontinued to ensure that
RioCan qualifies for the REIT Exemption. For the first six months of 2009, funds from operations derived from non-compliant
activities was at a loss of $616,000 (income of $12,000 for the three months ended June 30, 2009). See “Funds from
Operations (“FFO”)”.
OUTLOOK
70
While there appears to be a certain sense of relief that the worst may be behind the global capital markets, the lingering
effects of an unprecedented slow down in the overall economy brought on by a freeze in access to liquidity could reasonably
be expected to persist and levels of unemployment will remain a concern. We expect that the economic recovery process will
be slow with bumps along the way. During this time RioCan intends to maintain its focus on its core values by actively
managing RioCan’s portfolio of strong centres in Canada’s strongest markets, maintaining stable occupancies aided by a
diverse pool of large national tenants, and continued prudent management of the Trust’s balance sheet. RioCan will continue
with value add and intensification programs as these activities will generate significant gains in the future. The Trust will
continue to focus on improving its liquidity position and strengthening its balance sheet. Management’s focus and
commitment to creating long-term value, a strong balance sheet and liquidity position and focus on the portfolio
operations will enable RioCan to emerge in a position of strength, thereby providing stable distributions.
Leasing Activities and Shopping Centre Portfolio
The second quarter of 2009 was challenging. Certain tenant bankruptcies resulted in unexpected vacancies and therefore
reduced rental revenue due to the related bad debts and downtime required for re-leasing. Notwithstanding these factors,
same property net operating income increased during the quarter.
The fundamentals of the portfolio remained sound due to the high proportion of national tenants, strong occupancy levels and
stable leasing activity. These strengths were reflected in the June 30, 2009 occupancy of 97.1%. As at June 30, 2009, 84.6% of
RioCan’s annualized rental revenue is derived from national and anchor tenants, with largest exposure to any single tenant
comprising only 5.3% of the Trust’s annualized rental revenue. Also, approximately 76% of RioCan’s properties by NLA are
anchored or co-anchored by grocery stores.
Additionally, as discussed above, RioCan made a strategic decision several years ago to focus on the six Canadian high growth
markets. The Trust is now at the point where approximately two-thirds of its revenue generated is derived from properties
within these high growth markets and it is currently expected that, over time, properties within these markets will have stable
rents and occupancy rates, as well as provide ongoing opportunities for expansion and land use intensification.
During 2009 RioCan retained 92.4% (2008 – 80%) of renewing tenants at an average renewal rental rate increase of 5.8%, or
$0.82 per square feet (2008 – $1.33). To date, RioCan has experienced unanticipated vacancies of approximately 654,000 square
feet, of which RioCan’s interest was 454,000 square feet. Of this space, approximately 292,000 has been re-leased to new
tenants, of which RioCan’s interest was 201,000 square feet, at slightly higher rental rates. As a result, 362,000 square feet
remains unleased, of which RioCan’s interest is 253,000 square feet, which represents less than 1% of RioCan’s NLA at

MANAGEMENT’S DISCUSSION AND ANALYSIS
June 30, 2009. RioCan continues to market the balance of the space, with the expectation that the majority of the space
will be re-leased by the end of the year. As discussed in “Net Operating Income”, in the first six months of 2009 tenant
bankruptcies negatively impacted net operating income by approximately $2.1 million.
Capital Management
RioCan’s capital management framework limits the Trust’s maximum indebtedness to less than 60% of Aggregate Assets
on a book value basis. The Trust believes that, based on the fair market value of its portfolio, the leverage is substantially
lower than the specified limit. RioCan believes it has sufficient unencumbered assets and assets with low loan-to-value ratios
that can be financed and/or refinanced to generate capital to meet its capital requirements and grow its asset base. RioCan’s
ability to access such financing is dependent on the availability of debt in the market. See “Risk Factors – Access to Debt and
Equity Capital”. RioCan’s liquidity position was significantly enhanced as a result of the April 2009 issuance of $180 million
in unsecured debentures, as well as the equity issue in June 2009 of 10.3 million additional Units which resulted in gross
proceeds of $150 million. A portion of the proceeds from the debenture offer were used for the early repayment of $55 million
of debentures due in 2009 and 2010, resulting in net cash proceeds of approximately $125 million. At June 30, 2009 RioCan’s
cash position was approximately $300 million, and had available undrawn operating facilities of $193.4 million.
As at June 30, 2009, the Trust’s debt policy has resulted in approximately 11% of the properties being unencumbered
by debt on an NLA basis, providing RioCan with access to a pool of assets for obtaining additional secured debt.
While having relatively low debt leverage exposure is important in the current economic conditions, the quality of its rental
revenue available to service the Trust’s debt and pay distributions to unitholders is equally important. The Trust strives to
reduce its exposure to rental revenue risk in the shopping centre portfolio through geographical diversification, staggered
lease maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single
tenant by ensuring no individual tenant contributes a significant percentage of its gross revenue, and ensuring a considerable
portion of its rental revenue is earned from national and anchor tenants (See “Risk Factors – Tenant Concentrations”).
Property Held For Resale Gains and Disposition-Dependent Performance Fees
RioCan anticipates reduced transaction-based gains and fees in 2009 as compared to 2008 due to the downturn in
the economy. RioCan continues to develop opportunities to generate significant future value from its portfolio, and is confident
that these activities will provide significant gains in the future.
Development
RioCan is committed to property development and redevelopment opportunities and is focused on completing the development
pipeline currently underway. As a result of current economic conditions, it is expected that the commencement of construction
for several development projects will be deferred until economic conditions warrant. During the second quarter of 2009,
construction commenced on the Queen and Portland development site.
Acquisitions
The Trust has positioned itself due to its strong liquidity position to be able to take advantage of the current environment to
grow its portfolio through opportunistic acquisitions. Management believes that RioCan will be able to take advantage of its
strength to acquire real estate on an opportunistic basis in the near future. While the market for acquisitions has been
relatively quiet recently, management believes that there will still be opportunities. Notwithstanding the above, RioCan
intends to be disciplined and selective in evaluating potential acquisitions.
Operational Efficiencies
RioCan has currently identified operational efficiencies that resulted in a restructuring charge of $1.3 million, from which it
expects to save approximately $2 to $2.5 million on an annualized basis. Management is continuing its review of its overhead
structure and, as such, other cost saving measures may be identified.
2009 Objectives
RioCan’s 2009 objectives were established with a view to maintaining maximum flexibility for its business, given the ongoing weak
economy and recessionary climate. The Trust will continue to maintain and enhance the quality and stability of its portfolio in
order to maximize unitholder value. RioCan will continue to monitor both the economy and real estate markets with a view to
ensuring that it has adequate access to capital, either by way of equity or debt, to meet its business requirements and maximize
opportunities that may become available to it. Overall, the Trust believes that its objectives for the coming year will have to reflect
the need to keep pace with the rapid changes in the retail environment and ongoing challenges presented by the global recession.
RioCan believes that it is well positioned to address the challenges in the marketplace in 2009 due to its size, as well as its stable
portfolio, solid tenant base, and conservative borrowing practices.
During 2009, RioCan placed significant emphasis on liquidity and at June 30, 2009 held approximately $300 million in cash
and short term investments. In the near term, RioCan’s strong liquidity position has reduced net earnings and has negatively
impacted the Trust’s payout ratio, however, it has also positioned the Trust for opportunitistic activities. Although RioCan is
currently not realizing significant gains, management is confident that RioCan will be able to realize value creation in the future.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
71

CONSOLIDATED BALANCE SHEETS
(unaudited – in thousands)
ASSETS
As at June 30, As at December 31,
2009 2008
(restated – Note 1(b))
Real estate investments
Income properties (Note 2) $ 4,703,197 $ 4,641,019
Properties under development 268,577 315,354
Properties held for resale 54,778 52,608
Mortgages and loans receivable (Note 6) 247,313 211,265
5,273,865 5,220,246
Receivables and other assets (Note 7) 148,900 105,868
Cash and short term investments 298,934 11,377
$ 5,721,699 $ 5,337,491
LIABILITIES
Mortgages payable and lines of credit (Note 8) $ 2,598,412 $ 2,415,803
Debentures payable (Note 9) 968,943 844,492
Accounts payable and other liabilities (Note 10) 193,191 188,746
Future income taxes (Note 16) 140,000 142,000
3,900,546 3,591,041
UNITHOLDERS’ EQUITY
Unitholders’ equity 1,821,153 1,746,450
$ 5,721,699 $ 5,337,491
The accompanying notes are an integral part of the consolidated financial statements
72

CONSOLIDATED STATEMENTS OF UNITHOLDERS’ EQUITY
(unaudited – in thousands)
Trust units (Note 11)
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Balance, beginning of period $ 2,473,053 $ 2,261,740 $ 2,460,806 $ 2,240,078
Unit issue proceeds, net 156,638 164,605 172,311 186,070
Normal course issuer bid – – (3,426) –
Future income taxes (Note 16) 1,100 700 1,100 700
Value associated with unit option grants
exercised – 322 – 519
Balance, end of period 2,630,791 2,427,367 2,630,791 2,427,367
Value associated with unit option grants
Balance, beginning of period 10,067 7,665 9,472 6,882
Value associated with compensation expense
for unit options granted (Note 12(i)) 496 707 1,091 1,687
Value associated with unit option grants
exercised – (322) – (519)
Balance, end of period 10,563 8,050 10,563 8,050
Cumulative earnings
Balance, beginning of period 1,509,142 1,363,636 1,478,473 1,336,001
Change in accounting policy –
Intangible assets (Note 1(b)) – – – (2,617)
Net earnings 27,212 44,751 57,881 75,003
Balance, end of period 1,536,354 1,408,387 1,536,354 1,408,387
Accumulated other comprehensive income (loss)
Balance, beginning of period (1,894) – – –
Other comprehensive income 2,888 – 994 –
Balance, end of period 994 – 994 –
Cumulative distributions to unitholders
Balance, beginning of period (2,279,131) (1,976,628) (2,202,301) (1,905,229)
Distributions to unitholders (78,418) (74,172) (155,248) (145,571)
Balance, end of period (2,357,549) (2,050,800) (2,357,549) (2,050,800)
Total unitholders’ equity $ 1,821,153 $ 1,793,004 $ 1,821,153 $ 1,793,004
Units issued and outstanding (Note 11) 234,245 220,106 234,245 220,106
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
73
The accompanying notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited – in thousands, except per unit amounts)
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Revenue
Rentals $ 180,574 $ 169,863 $ 362,993 $ 342,985
Fees and other 3,041 3,690 7,292 7,335
Interest 4,311 4,037 8,271 8,474
(Loss) gains on properties held for resale (Note 4) (574) 16,795 (130) 18,958
Total revenue 187,352 194,385 378,426 377,752
Expenses
Property operating costs 63,570 59,980 133,323 124,700
Interest (Note 5) 48,532 41,575 92,514 83,307
General and administrative 7,328 5,965 14,114 14,593
Amortization (Note 3) 41,910 36,414 81,794 74,449
Total expenses 161,340 143,934 321,745 297,049
Earnings before income taxes 26,012 50,451 56,681 80,703
Future income tax (recovery) expense (Note 16) (1,200) 5,700 (1,200) 5,700
Net earnings $ 27,212 $ 44,751 $ 57,881 $ 75,003
Net earnings per unit – basic and diluted $ 0.12 $ 0.21 $ 0.26 $ 0.35
Weighted average number of units outstanding – basic 225,906 218,432 224,293 214,959
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited – in thousands)
74
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Net earnings $ 27,212 $ 44,751 $ 57,881 $ 75,003
Other comprehensive income, net of tax (Note 16)
Unrealized gain on interest rate swap
agreements (Note 20) 3,510 – 1,616 –
Unrealized loss on available-for-sale
marketable securities (622) – (622) –
Other comprehensive income 2,888 – 994 –
Comprehensive income $ 30,100 $ 44,751 $ 58,875 $ 75,003
The accompanying notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited – in thousands, except per unit amounts)
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
CASH FLOWS PROVIDED BY (USED IN):
Operating activities
Net earnings $ 27,212 $ 44,751 $ 57,881 $ 75,003
Items not affecting cash
Amortization 42,270 36,778 82,476 75,925
Recognition of rents on a straight-line basis (1,483) (1,731) (2,893) (3,443)
Unit based compensation expense 496 707 1,091 1,687
Amortization of the differential between
contractual and market rents on in-place leases (807) (828) (1,588) (1,712)
Future income tax (recovery) expense (1,200) 5,700 (1,200) 5,700
Properties held for resale 4,455 62,994 5,674 81,818
Acquisition and development of properties held
for resale (3,405) (27,274) (7,110) (41,944)
Changes in non-cash operating items and
other (Note 15) 7,607 (1,112) (16,763) (30,772)
Cash flows provided by operating activities 75,145 119,985 117,568 162,262
Investing activities
Acquisition of income properties and properties
under development (1,002) (55,839) (54,188) (65,275)
Capital expenditures on income properties (857) (2,952) (1,251) (3,068)
Capital expenditures on properties under
development (21,209) (44,350) (35,387) (81,760)
Maintenance capital expenditures recoverable
from tenants (775) (335) (898) (501)
Maintenance capital expenditures not recoverable
from tenants (578) (557) (1,411) (1,017)
Tenant installation costs (5,197) (2,996) (12,038) (7,791)
Mortgages and loans receivable
Advances (30,559) (55,854) (48,593) (71,622)
Repayments 10,584 30,601 16,289 59,836
Investment in marketable securities (13,462) – (13,462) –
Cash flows used in investing activities (63,055) (132,282) (150,939) (171,198)
Financing activities
Mortgages payable
Borrowings 183,848 143,308 295,463 203,393
Repayments (88,216) (104,538) (113,279) (193,394)
Repayments on line of credit (16,720) (84,734) – –
Issue of debentures payable 178,609 – 178,609 –
Repayment of debentures payable (55,000) – (55,000) (110,000)
Distributions paid (77,022) (73,256) (153,750) (144,534)
Units issued under distribution reinvestment plan 12,835 17,820 28,413 36,733
Units repurchased under normal course
issuer bid (Note 11) – – (3,426) –
Issue of units 143,803 146,786 143,898 149,338
Cash flows provided by (used in) financing activities 282,137 45,386 320,928 (58,464)
Increase (decrease) in cash and equivalents 294,227 33,089 287,557 (67,400)
Cash and equivalents, beginning of period 4,707 24,048 11,377 124,537
Cash and equivalents, end of period $ 298,934 $ 57,137 $ 298,934 $ 57,137
Supplemental cash flow information
Acquisition of real estate investments through
assumption of liabilities and mortgages
given by vendors $ – $ 54,412 $ – $ 80,577
Mortgages taken back on property dispositions – (306) (4,361) (306)
Interest paid 41,619 38,169 97,822 94,569
Cash equivalents, end of period 279,952 43,000 279,952 43,000
Distributions to unitholders per unit 0.3450 0.3375 0.6900 0.6750
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
75
The accompanying notes are an integral part of the consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – tabular amounts in thousands, except per unit amounts and other data)
As at June 30, 2009
1. Significant accounting policies
(a)
Basis of accounting
RioCan Real Estate Investment Trust’s (the “Trust” or “RioCan”) unaudited interim consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and are consistent with the significant
accounting policies reported in the Trust’s audited consolidated financial statements for the two years ended December 31, 2008
and 2007, except as described in Note 1(b) below. Under GAAP, additional disclosures are required in annual financial statements;
therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Trust’s audited
consolidated financial statements for the two years ended December 31, 2008 and 2007.
Certain comparative figures have been reclassified to conform to the current period’s financial statement presentation.
(b)
Changes in accounting policies
Goodwill and intangible assets
The Canadian Institute of Chartered Accountants (“CICA”) issued a new accounting standard, Section 3064, Goodwill and
Intangible Assets, which clarifies that costs can be capitalized only when they relate to an item that meets the definition of
an asset. Section 1000, Financial Statement Concepts, was also amended to provide consistency with this new standard. The
new and amended standards are effective for the Trust’s fiscal year which commenced on January 1, 2009, and were applied
on a retroactive basis with restatement of the prior years.
As of January 1, 2009 the Trust is no longer able to defer maintenance capital expenditures recoverable from its tenants and
match the depreciation of these deferred expenditures to the period revenue is collected from tenants. This change requires
the Trust to capitalize or expense (based on the nature of the item) maintenance capital expenditures recoverable from its
tenants in the period incurred.
The adoption by the Trust of the new and amended standards required it to restate its 2008 quarterly and annual consolidated
financial statements on January 1, 2009 as follows:
Balance Sheet
Impact of restatement at December 31, 2008
Increase
(decrease)
Income properties $ 25,459
Receivables and other assets (29,909)
Statement of Unitholders’ Equity
Impact of restatement on opening cumulative earnings as at January 1, 2008
Decrease
Cumulative earnings to December 31, 2007 $ (2,617)
76
Statement of Earnings
For the three months ended
For the year ended
Impact of restatement March 31, June 30, September 30, December 31, December 31,
Increase (decrease) 2008 2008 2008 2008 2008
Property operating costs $ (621) $ (466) $ 63 $ 68 $ (956)
Amortization expense 653 641 688 807 2,789
Net earnings (32) (175) (751) (875) (1,833)
Net earnings per unit –
basic and diluted – – – – (0.01)
In addition, the impact of this change on the Statement of Cash Flows for the six months ended June 30, 2008 includes an
increase of $1,484,000 ($1,052,000 for the three months ended June 30, 2008) in both cash flows provided by operating
activities and cash flows used in investing activities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended June 30, 2009, the adoption of this standard decreased property operating costs by approximately
$814,000 over what it otherwise would have been on a deferral basis and increased amortization expense by approximately
$923,000 with a corresponding decrease to net earnings of approximately $109,000 ($nil per unit).
For the six months ended June 30, 2009, the adoption of this standard decreased the Trust’s property operating costs by
approximately $1,656,000 over what it otherwise would have been on a deferral basis and increased amortization expense
by approximately $1,741,000 with a corresponding decrease to net earnings of approximately $85,000 ($nil per unit).
(c)
Future accounting changes
International financial reporting standards (“IFRS”)
The Canadian Accounting Standards Board (“AcSB”) confirmed that the adoption of IFRS would be effective for the interim and
annual periods beginning on or after January 1, 2011 for Canadian publicly accountable profit-oriented enterprises. IFRS will
replace Canada’s current GAAP for these enterprises. Comparative IFRS information for the previous fiscal year will also have
to be reported. These new standards will be effective for the Trust in the first quarter of 2011.
The Trust is currently in the process of evaluating the potential impact of IFRS to its consolidated financial statements.
This will be an ongoing process as the International Accounting Standards Board and the AcSB issue new standards and
recommendations. The Trust’s consolidated financial performance and financial position as disclosed in the Trust’s current
GAAP financial statements may be significantly different when presented in accordance with IFRS.
2. Income properties
Net
Accumulated
carrying
June 30, 2009 Cost amortization amount
Land $ 1,123,148 $ – $ 1,123,148
Buildings 3,781,229 (535,640) 3,245,589
Leasing costs 299,535 (89,516) 210,019
Intangible assets 165,132 (49,961) 115,171
Equity investments in properties 9,270 – 9,270
$ 5,378,314 $ (675,117) $ 4,703,197
Net
December 31, 2008 Accumulated carrying
(restated – Note 1(b)) Cost amortization amount
Land $ 1,082,827 $ – $ 1,082,827
Buildings 3,710,182 (483,592) 3,226,590
Leasing costs 284,130 (79,406) 204,724
Intangible assets 163,849 (45,881) 117,968
Equity investments in properties 8,910 – 8,910
$ 5,249,898 $ (608,879) $ 4,641,019
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
77
3. Amortization
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Buildings $ 27,068 $ 24,748 $ 53,383 $ 49,472
Leasing costs 10,159 7,483 19,587 16,359
Intangible assets 4,683 4,183 8,824 8,618
$ 41,910 $ 36,414 $ 81,794 $ 74,449

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Properties held for resale
(Loss) gains on properties held for resale during the periods are comprised of the following:
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
Proceeds $ 50 $ 66,447 $ 5,241 $ 79,548
(Loss) gains on properties held for resale (574) 16,795 (130) 18,958
5. Interest expense
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
Interest
Interest expense $ 52,553 $ 45,751 $ 101,205 $ 92,287
Capitalized to real estate investments (4,021) (4,176) (8,691) (8,980)
Net interest expense $ 48,532 $ 41,575 $ 92,514 $ 83,307
6. Mortgages and loans receivable
At June 30, 2009 mortgages and loans receivable bear interest at effective rates ranging between 2.75% and 15% (contractual
rates between 0% and 15%) per annum with a weighted average rate of 7% (contractual rate of 6.16%) per annum, and mature
between 2009 and 2015. Future repayments are as follows:
78
For the year ending December 31: Due on demand $ 23,783
2009 38,842
2010 65,524
2011 18,070
2012 65,543
2013 14,885
Thereafter 23,895
Contractual mortgages and loans receivable 250,542
Unamortized differential between contractual and market interest rates
on mortgages and loans receivable (3,229)
$ 247,313

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Receivables and other assets
June 30, December 31,
2009 2008
(restated – Note 1(b))
Straight-line rental revenue in excess of base rents currently
due in accordance with lease agreements $ 43,762 $ 40,877
Contractual rents receivable 30,984 26,942
Prepaid property taxes 26,625 1,597
Marketable securities 12,840 –
Fees receivable 11,218 12,132
Other 10,397 11,318
Capital assets, net of accumulated amortization 4,692 4,496
Government of Canada Securities held in trust to maturity (loan payable defeasance) 2,953 3,027
Fair value of interest rate swap agreements (Note 20) 1,954 –
Unamortized differential between contractual and above-market
rents for in-place leases at acquisition of income properties 1,888 2,216
Prepaid property operating expenses 1,587 3,263
8. Mortgages payable and lines of credit
$ 148,900 $ 105,868
At June 30, 2009 mortgages payable bear interest at effective rates ranging between 1.75% and 8.73% (contractual rates
between 0% and 11.35%) per annum with a weighted average rate of 6.05% (contractual rate of 6.02%) per annum and mature
between 2009 and 2034. Future repayments are as follows:
Scheduled
principal Principal Total
amortization maturities repayments
For the year ending December 31: 2009 $ 33,476 $ 151,455 $ 184,931
2010 60,204 251,257 311,461
2011 56,736 80,222 136,958
2012 55,123 279,866 334,989
2013 49,213 337,240 386,453
Thereafter 149,272 1,092,901 1,242,173
Contractual obligations $ 404,024 $ 2,192,941 $ 2,596,965
Unamortized differential between contractual and market interest
rates on liabilities assumed at the acquisition of properties 8,555
Unamortized debt financing costs (7,108)
$ 2,598,412
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
79
At June 30, 2009 the Trust has three secured revolving lines of credit available totalling $293,500,000 (December 31, 2008 –
$203,500,000) with two Canadian Schedule 1 financial institutions against which $68,679,000 (December 31, 2008 – $58,291,000)
of letters of credit and $nil (December 31, 2008 – $nil) in cash advances were drawn. The terms of the three facilities are
outlined below.
Any undrawn amounts under one of the facilities (which is a facility for $200,000,000) can be cancelled at any time by the lender.
Should this occur, any amounts drawn against this facility would be due within six months of such notice by the lender, if not in
default. The facility bears interest at the bank’s prime rate plus 1% per annum or, at the Trust’s option, the bankers’ acceptance
rate plus 2% per annum.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The second facility, which was arranged by the Trust in 2009, is a committed secured revolving term and letter of credit facility
totalling $90,000,000. This facility bears interest at the bank’s prime rate plus 1.5% per annum, or the bankers’ acceptance
rate plus 2.25% per annum and matures on January 31, 2010. The Trust is not permitted to exceed an aggregate principal
amount of $50,000,000 on the revolving term loan for this facility and the remaining $40,000,000 is available to be drawn in
letters of credit.
The Trust also has a 50% interest in a third facility, which provides for a maximum amount of $7,000,000 in letters of credit to
be drawn and is subject to repayment not later than one year from the date of issuance of a letter of credit.
9. Debentures payable
The Trust has the following series of senior unsecured debentures outstanding at June 30, 2009:
Interest payment
Series Principal amount Maturity date Coupon rate frequency
D $ 79,681 September 21, 2009 5.290% Semi-annual
F 200,000 March 8, 2011 4.910% Semi-annual
G 150,000 March 11, 2013 5.230% Semi-annual
H 100,000 June 15, 2012 4.700% Semi-annual
I 100,000 February 6, 2026 5.953% Semi-annual
J 44,619 March 24, 2010 4.938% Semi-annual
K 120,000 September 11, 2012 5.700% Semi-annual
L 180,000 April 3, 2014 8.330% Semi-annual
$ 974,300
The debentures have covenants relating to RioCan’s 60% leverage limit to gross assets as set out in the Trust’s Declaration of
Trust (“Declaration”), the maintenance of a $1.0 billion Adjusted Book Equity, defined in the Indenture agreement as
unitholders’ equity plus accumulated building amortization calculated in accordance with GAAP, and maintenance of an
interest coverage ratio of 1.65 times or better. There are no requirements under the unsecured debenture covenants to require
RioCan to maintain unencumbered assets. The Series I debentures have an additional provision to provide that RioCan has the
right, at any time, to convert these debentures to mortgage debt, subject to the acceptability of the security given to the
debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest
coverage ratio would be eliminated for this debenture.
On April 3, 2009 the Trust issued $180,000,000 of Series L debentures which are subject to the same covenants as the other
above noted outstanding debentures with the exception of Series I which has an additional provision as discussed above.
Debenture issuance costs were approximately $1,400,000.
Additionally, on April 3, 2009, the Trust repurchased, at par, $4,620,000 of its Series D debentures and $50,380,000 of its
Series J debentures.
80
At June 30, 2009 debentures payable bear interest at a weighted average effective rate of 6.09% (contractual rate of 5.81%)
per annum. Future repayments are as follows:
For the year ending December 31: 2009 $ 79,681
2010 44,619
2011 200,000
2012 220,000
2013 150,000
Thereafter 280,000
Contractual obligations 974,300
Unamortized debt financing costs (5,357)
$ 968,943

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Accounts payable and other liabilities
June 30, December 31,
2009 2008
Development costs and other capital expenditures $ 37,701 $ 49,742
Property operating costs 33,403 28,380
Interest on mortgages and debentures payable 28,102 24,987
Distributions to unitholders 26,938 25,439
Unamortized differential between contractual and below-market
rents for in-place leases at acquisition of income properties 23,543 23,261
Property taxes 20,888 13,720
Deferred income 8,608 5,013
Other 5,630 9,237
Tenant installation costs 4,710 5,560
Employee pension benefits (Note 13) 3,668 3,407
$ 193,191 $ 188,746
11. Trust units
For the three months ended June 30 2009 2008
Units $ Units $
Units outstanding, beginning of period (i) 222,931 $ 2,473,053 211,966 $ 2,261,740
Units issued:
Public offering 10,345 150,003 7,130 150,087
Distribution reinvestment and direct purchase plans 969 12,850 860 17,834
Unit option plan – – 150 2,933
Normal course issuer bid (ii) – – – –
Value associated with unit option grants exercised – – – 322
Unit issue costs – (6,215) – (6,249)
Future income taxes (Note 16) – 1,100 – 700
Units outstanding, end of period (i) 234,245 $ 2,630,791 220,106 $ 2,427,367
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30 2009 2008
Units $ Units $
Units outstanding, beginning of period (i) 222,042 $ 2,460,806 210,883 $ 2,240,078
Units issued:
Public offering 10,345 150,003 7,130 150,087
Distribution reinvestment and direct purchase plans 2,138 28,443 1,801 36,762
Unit option plan 10 95 292 5,487
Normal course issuer bid (ii) (290) (3,426) – –
Value associated with unit option grants exercised – – – 519
Unit issue costs – (6,230) – (6,266)
Future income taxes (Note 16) – 1,100 – 700
Units outstanding, end of period (i) 234,245 $ 2,630,791 220,106 $ 2,427,367
(i)
(ii)
Included in units outstanding are 829,000 exchangeable limited partnership units of a limited partnership that is a
subsidiary of the Trust (the “LP units”) which were issued to the vendor, as partial consideration for an income
property acquired by RioCan in 2007. RioCan is the general partner of the limited partnership. The LP units are entitled to
distributions equivalent to distributions on RioCan units, must be exchanged for RioCan units on a one-for-one basis, and
are exchangeable at any time at the option of the holder. No LP units have been exchanged by the vendors for RioCan units.
On November 4, 2008, the Toronto Stock Exchange (the “Exchange”) approved the Trust’s intention to make a normal
course issuer bid. Under the bid, the Trust has the ability to purchase for cancellation up to a maximum of 11,021,253
units, representing 5% of the Trust’s outstanding units of 220,425,075 at that time, over the 12 month term of the normal
course issuer bid. Purchases will be made at market prices through the facilities of the Exchange. During the six months
ended June 30, 2009, the Trust acquired and cancelled 289,500 units at market prices aggregating $3,426,000. During the
three months ended June 30, 2009, the Trust did not acquire any units.
12. Unit based compensation plans
82
(i)
Incentive unit option plan
The Trust’s incentive unit option plan (the “plan”) provides for option grants to a maximum of 19,200,000 units. At June 30,
2009: 10,177,000 unit options have been granted and have been exercised, 7,362,000 unit options have been granted and
remain outstanding and 1,661,000 unit options remain available for grant. Each option has an exercise price equal to the
closing price of the Trust’s units on the date prior to the day the option is granted except for those options that were granted
on May 27, 2009, which have an exercise price calculated in accordance with the amended and restated option plan dated May
27, 2009 as discussed further below. An option’s maximum term is 10 years. All options granted through December 31, 2003
vest at 20% per annum commencing on the grant date, becoming fully vested after four years. All options granted after
December 31, 2003 vest at 25% per annum commencing on the first anniversary of the grant, becoming fully vested after
four years.
On May 27, 2009, an amendment to the plan was approved by the unitholders of the Trust whereby the exercise price for
each option granted thereafter will be equal to the volume weighted average trading price of the units on the Toronto
Stock Exchange for the five trading days immediately preceding the date of grant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of unit options granted under the plan is as follows:
For the three months ended June 30 2009 2008
Weighted
Weighted
average
average
exercise
exercise
Options Units price Units price
Outstanding, beginning of period 6,312 $ 20.04 5,100 $ 20.63
Granted 1,075 14.06 1,000 21.19
Exercised – – (150) 19.56
Forfeited (25) 21.20 (100) (26.35)
Outstanding, end of period 7,362 $ 19.16 5,850 $ 20.65
Options exercisable at end of period 3,773 $ 19.64 2,548 $ 18.51
Weighted average fair value per unit
of options granted during the period $ 0.73 $ 1.72
For the six months ended June 30 2009 2008
Weighted
Weighted
average
average
exercise
exercise
Options Units price Units price
Outstanding, beginning of period 5,847 $ 20.66 4,867 $ 20.62
Granted 1,550 13.47 1,575 21.17
Exercised (10) 9.50 (292) 18.79
Forfeited (25) 21.20 (300) 24.62
Outstanding, end of period 7,362 $ 19.16 5,850 $ 20.65
Options exercisable at end of period 3,773 $ 19.64 2,548 $ 18.51
Weighted average fair value per unit
of options granted during the period $ 0.64 $ 1.75
The Trust accounts for its unit based compensation plan using the fair value method, under which compensation expense
is measured at the grant date and recognized over the vesting period. Unit based compensation expense and assumptions
utilized in the calculation thereof using the Black-Scholes Model for option valuation are as follows:
For the three months ended June 30, For the six months ended June 30,
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
83
2009 2008 2009 2008
Unit based compensation expense $ 496 $ 707 $ 1,091 $ 1,687
Unit options granted 1,075 1,000 1,550 1,575
Unit option holding period (years) 7 7 7 7
Volatility rate 24.7% 19.0% 24.4% 18.7%
Distribution yield 9.8% 6.4% 10.3% 6.4%
Risk free interest rate 2.4% 3.3% 2.4% 3.6%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ii)
Trustees’ restricted equity unit plan
The restricted equity unit plan provides for an allotment of restricted equity units (“REUs”) to each non-employee trustee
(“member”). The value of REUs allotted appreciate or depreciate with increases or decreases in the market price of the
Trust’s units. Members are also entitled to be credited with REUs for distributions paid in respect of units of the Trust
based on an Average Market Price of the units as defined by the plan. REUs vest and are settled three years from the
date of issue by a cash payment equal to the number of vested REUs credited to the member based on an Average Market
Price of the Trust’s units at the settlement date. At June 30, 2009 accounts payable and other liabilities included accrued
compensation costs relating to the REUs of $227,000 (December 31, 2008 – $123,000).
13. Employee future benefits
The Trust maintains several pension plans for its employees.
(i) A defined contribution pension plan incurred current service costs in the amount of $300,000 for the six months ended
June 30, 2009 (three months ended June 30, 2009 – $122,000) and $259,000 for the six months ended June 30, 2008
(three months ended June 30, 2008 – $124,000).
(ii) There are three defined benefit pension plans, of which one is a registered plan and the other two are unregistered plans.
The plans’ benefits are based on a specified length of service, up to a stated maximum. A summary of the defined benefit
pension plans is as follows:
Defined benefit pension plans’ information
June 30, December 31,
2009 2008
Registered pension plan accrued benefits $ 1,168 $ 988
Less: Fair value of plan assets (767) (595)
401 393
Unregistered pension plans unfunded benefits 3,267 3,014
Accrued employee pension plan benefits $ 3,668 $ 3,407
Statements of Earnings
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
Defined benefit pension expense $ 185 $ 211 $ 370 $ 398
14. Investments in co-ownerships
Summary financial information relating to the Trust’s share of proportionately consolidated co-ownerships is as follows:
84
Balance Sheets
June 30, December 31,
2009 2008
(restated – Note 1(b))
Assets $ 1,475,779 $ 1,462,963
Liabilities 903,362 881,738
Contingencies and commitments (Note 22)
Statements of Earnings
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Revenue $ 48,149 $ 59,797 $ 98,738 $ 104,400
Net earnings 6,339 25,607 16,323 35,406

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At June 30, 2009 mortgages and loans receivable include $159,200,000 (December 31, 2008 – $152,100,000) receivable
from co-owners.
Generally, the Trust is only liable for its proportionate share of the obligations of the co-ownerships in which it participates,
except in limited circumstances. Credit risk arises in the event that co-owners default on the payment of their proportionate
share of such obligations. Co-ownership agreements will typically provide for an option on the part of a non-defaulting coowner
to advance a default loan on behalf of the defaulting co-owner. These credit risks are mitigated as the Trust has recourse
under its co-ownership agreements in the event of default by its co-owners, in which case the Trust’s claim would be against
both the underlying real estate investments and the co-owners that are in default.
15. Changes in non-cash operating items and other
Cash flows provided by (used in)
For the three months ended June 30, For the six months ended June 30,
2009 2008 2009 2008
(restated – Note 1(b))
(restated – Note 1(b))
Amounts receivable $ 2,869 $ 5,052 $ (2,981) $ (12,987)
Mortgage receivable interest (1,395) (1,682) (3,589) (1,634)
Prepaid expenses and other assets (15,787) (17,046) (26,759) (28,919)
Accounts payable and other liabilities 18,789 12,421 12,567 13,547
Other 3,131 143 3,999 (779)
16. Income taxes
$ 7,607 $ (1,112) $ (16,763) $ (30,772)
The Trust currently qualifies as a mutual fund trust for income tax purposes. The Trust expects to distribute all of its taxable
income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, no provision for
current income taxes payable is required.
Future income taxes are accounted for using the liability method. This method requires the Trust to: (i) determine its temporary
differences; (ii) determine the periods over which those temporary differences are expected to reverse; and (iii) apply the tax rates
enacted at the balance sheet date that will apply in the periods those temporary differences are expected to reverse.
The Income Tax Act (Canada)(the”Act”) contains legislation affecting the tax treatment of publicly traded trusts (the “SIFT
Legislation”). The SIFT Legislation provides for a transition period until 2011 for publicly traded trusts like RioCan which
existed prior to November 1, 2006. In addition, the SIFT Legislation will not impose tax on a trust which qualifies under such
Legislation as a real estate investment trust (the “REIT Exemption”). RioCan intends to take the necessary steps to qualify for
the REIT Exemption prior to 2011.
Where an entity does not qualify for the REIT Exemption certain distributions will not be deductible by that entity in computing
its income for tax purposes. As a result, the entity will be subject to tax at a rate substantially equivalent to the general
corporate income tax rate. Distributions paid in excess of taxable income will continue to be treated as a return of capital
to unitholders.
GAAP requires RioCan to recognize future income tax assets and liabilities based on temporary differences expected to
reverse after January 1, 2011, and on the basis of its structure at the current balance sheet date. GAAP does not permit the
Trust to consider future changes to its structure that it may make to enable it to qualify for the REIT Exemption. The impact
(including the reversal of the Trust’s future income taxes set out below) of any changes undertaken by the Trust to qualify for
the REIT Exemption will not be recognized in the consolidated financial statements until such time as it so qualifies.
At RioCan’s Annual and Special Meeting of the unitholders held on May 27, 2009, the unitholders approved the removal in its
Amended and Restated Declaration of the requirement of the Trust to distribute its taxable income, and to provide Trustees
with the discretion to make such further amendments or modifications to RioCan’s Declaration to accommodate the impact
of International Financial Reporting Standards.
Previously, EIC 107, Application of CICA 3465 to Mutual Fund Trusts, Real Estate Investment Trusts, Royalty Trusts and
Income Trusts, required a trust to recognize future income tax assets or liabilities on temporary differences unless there was a
contractual commitment to distribute taxable income to its unitholders. As of July 8, 2009, EIC 107 was amended to add that if
there is an intention by management to distribute its taxable income to unitholders, a trust would not be required to recognize
future income tax assets or liabilities on temporary differences. RioCan’s Declaration was amended on May 27, 2009 to remove
the requirement of the Trust to distribute its taxable income and hence the Trust has not recognized future income tax assets
or liabilities on temporary differences expected to reverse before January 1, 2011, as management expects to distribute the
Trust’s taxable income to its unitholders.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, December 31,
Components of future income taxes on the Balance Sheets 2009 2008
Tax effected temporary differences between accounting and tax basis of:
Real estate investments $ 138,000 $ 140,000
Other 2,000 2,000
Future income taxes $ 140,000 $ 142,000
For the three months ended June 30, For the six months ended June 30,
Statements of Earnings 2009 2008 2009 2008
Current income taxes at Canadian statutory tax rate $ – $ – $ – $ –
Increase (decrease) in future income taxes
resulting from a change during the period in
temporary differences expected to
reverse after 2010 (1,200) 5,700 (1,200) 5,700
Future income tax (recovery) expense $ (1,200) $ 5,700 $ (1,200) $ 5,700
Statements of Comprehensive Income
Impact of future income taxes resulting from
a change during the period in temporary
differences from unrealized gains (losses) on
swap transactions and available-for-sale
marketable securities expected
to reverse after 2010 $ 300 $ – $ 300 $ –
Statements of Unitholders’ Equity
Impact of future income taxes resulting
from a change during the period in
temporary differences from unit issue
costs expected to reverse after 2010 $ (1,100) $ (700) $ (1,100) $ (700)
17. Segmented disclosures and additional information
The Trust owns, develops and operates shopping centres located in Canada. Management, in measuring the Trust’s performance,
does not distinguish or group its operations on a geographical or other basis. Accordingly, the Trust has a single reportable
segment for disclosure purposes in accordance with GAAP.
86
No single tenant accounts for 10% or more of the Trust’s rental revenue.
Additional information on the Trust’s activities in Canadian provinces providing more than 10% of rental revenue and net
carrying amount of income properties is as follows:
Rental revenue for the
Rental revenue for the
three months ended June 30, six months ended June 30,
Province 2009 2008 2009 2008
Ontario $ 111,217 $ 105,238 $ 224,025 $ 213,325
Quebec 33,301 30,195 65,556 60,073
Alberta 17,962 17,329 36,615 34,841
All others 18,094 17,101 36,797 34,746
$ 180,574 $ 169,863 $ 362,993 $ 342,985

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net carrying amount
of income properties as at
June 30, December 31,
Province 2009 2008
(restated – Note 1(b))
Ontario $ 2,843,584 $ 2,842,329
Quebec 886,910 816,350
Alberta 508,551 511,744
All others 464,152 470,596
$ 4,703,197 $ 4,641,019
18. Capital management
The Trust defines capital as the aggregate of unitholders’ equity and debt. The Trust’s capital management framework is
designed to maintain a level of capital that: complies with investment and debt restrictions pursuant to RioCan’s Declaration;
complies with existing debt covenants; enables the Trust to achieve target credit ratings; funds its business strategies; and
builds long-term unitholder value. The key elements of RioCan’s capital management framework are approved by its
unitholders as related to the Trust’s Declaration and by its Board of Trustees (“Board”) through their annual review of the
Trust’s strategic plan and budget, supplemented by periodic Board and Board Committee meetings. Capital adequacy is
monitored by the Trust by assessing performance against the approved annual plan throughout the year, which is updated
accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt
covenants.
RioCan’s Declaration provides for maximum total debt levels up to 60% of Aggregate Assets (herein referred to as “Debt to
Aggregate Assets ratio” with Aggregate Assets defined in the Declaration as total assets plus accumulated amortization of
income properties as recorded by the Trust and calculated in accordance with GAAP). As income properties are not defined in
the Declaration or in GAAP, RioCan considers income properties to include those components in Note 2, with certain
exceptions. As a matter of policy, RioCan would not likely incur indebtedness significantly beyond 58% of Aggregate Assets.
Additionally, RioCan’s Declaration contains provisions that have the effect of limiting capital expended by the Trust for, among
other items, the following:
• Direct and indirect investments (net of related mortgages payable) in non-income producing properties (including greenfield
developments and mortgages receivable to fund the Trust’s co-owners’ share of such developments) to no more than 15%
of the Adjusted Unitholders’ Equity of the Trust (herein referred to as the “Basket ratio” with Adjusted Unitholders’ Equity
defined in the Declaration as total unitholders’ equity plus accumulated amortization of income properties as recorded by
the Trust and calculated in accordance with GAAP). The Trust is in compliance with this restriction;
• Total investment by the Trust in mortgages receivable, other than mortgages taken back by the Trust on the sale of
its properties, to no more than 30% of the Adjusted Unitholders’ Equity of the Trust. The Trust is in compliance with
this restriction;
• Any property acquired by the Trust, directly or indirectly, if the cost to the Trust of such acquisition (net of the amount of
mortgages payable assumed) exceeds 10% of the Adjusted Unitholders’ Equity of the Trust. The Trust is in compliance
with this restriction;
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
87
• Subject to the Basket ratio, securities of an entity other than to the extent that such securities would, for the purpose of
the Declaration, constitute an investment in real estate. The Trust is in compliance with this restriction; and
• The amount of space which can be leased or subleased to any tenant, with certain exceptions, to a maximum space
having an aggregate gross leasable area of 20% of the aggregate gross leasable area of all real estate investments held
by the Trust. The Trust is in compliance with this restriction.
The Trust expects to distribute to its unitholders in each year an amount not less than the Trust’s income for the year, as
calculated in accordance with the Act after all permitted deductions under the Act have been taken. RioCan’s Trustees rely
upon forward looking cash flow information, including forecasts and budgets and the future business prospects of RioCan, to
establish the level of cash distributions.
The Trust’s debentures payable have covenants that are consistent with the Debt to Aggregate Assets ratio as discussed
above, maintenance of at least $1 billion of Adjusted Book Equity (defined as unitholders’ equity plus accumulated building
amortization of income properties calculated in accordance with GAAP), and maintenance of at least an interest coverage
ratio of 1.65 times. Interest coverage is defined as GAAP net earnings for a rolling twelve month period, before net interest
expense, income taxes and income property amortization (including provisions for impairment) divided by total interest
expense (including interest that has been capitalized).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, December 31, Increase
2009 2008 (decrease)
(restated – Note 1(b))
Capital
Mortgages payable (Note 8) $ 2,598,412 $ 2,415,803 $ 182,609
Debentures payable (Note 9) 968,943 844,492 124,451
Unitholders’ equity 1,821,153 1,746,450 74,703
Total capital $ 5,388,508 $ 5,006,745 $ 381,763
Debt to Aggregate Assets ratio 55.8% 54.9% 0.9%
Basket ratio 8.2% 10.3% (2.1%)
The period over period increase in the Debt to Aggregate Assets ratio primarily arises as a result of the relative increase in
debt levels.
The period over period decrease in the Basket ratio primarily arises as a result of the decrease in properties under
development during the period.
For the twelve month period ended June 30 2009 2008 Decrease
Interest coverage ratio 2.5 2.7 (0.2)
The period over period decrease in the interest coverage ratio primarily arises as a result of increased aggregate
indebtedness during the period which proceeds were partially used to fund the Trust’s ongoing development pipeline
that is not yet income producing, and large cash balances.
19. Financial instruments
88
(i)
Fair value of financial instruments
The Trust’s amounts receivable, mortgages and loans receivable and accounts payable and other liabilities are
substantially carried at amortized cost, which approximates fair value. Cash and short term investments are measured
at fair value. Marketable securities are classified as available for sale and are carried at fair value with gains and losses
recognized in Other Comprehensive Income (“OCI”) until such time the securities are sold at which point the accumulated
OCI is reclassified to net earnings. The fair value of other financial instruments is based upon discounted future cash
flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair
value estimates are not necessarily indicative of the amounts the Trust might pay or receive in actual market
transactions. Potential transaction costs have also not been considered in estimating fair value.
June 30, 2009 December 31, 2008
Carrying Fair Carrying Fair
value value value value
Mortgages payable and lines of credit $ 2,598,412 $ 2,601,857 $ 2,415,803 $ 2,464,709
Debentures payable 968,943 943,089 844,492 764,932
(ii)
Risk management
The main risks arising from the Trust’s financial instruments are credit, interest rate and liquidity risks. The Trust’s
approach to managing these risks is summarized below.
(a) Credit risk
Credit risk arises from the possibility that:
• Tenants may experience financial difficulty and be unable to fulfill their lease commitments or the failure of tenants
to occupy and pay rent in accordance with existing lease agreements, some of which are conditional.
• Borrowers default on the repayment of their mortgages to the Trust.
• Third parties default on the repayment of debt to the Trust (for discussion on Co-ownerships, see Note 14 and on
Guarantees, see Note 22).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As discussed in Note 18, RioCan’s Declaration contains provisions that have the effect of limiting the amount of space
which can be leased to one tenant and its investment in mortgages receivable.
Additionally, the Trust mitigates tenant credit risk through geographical diversification (Note 17), staggered lease
maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single tenant
by ensuring no individual tenant contributes greater than a significant percentage of the Trust’s gross revenue, ensuring a
considerable portion of the Trust’s revenue is earned from national and anchor tenants, and conducting credit assessments
for new tenants.
As at June 30, 2009:
• Minimum annualized rentals (exclusive of recoverable property operating costs and taxes) for tenant leases expiring
in each of the next five years ending December 31 are as follows: remaining six months of 2009 – $17,100,000; 2010 –
$43,100,000; 2011 – $54,200,000; 2012 – $46,300,000; and 2013 – $47,400,000.
The above aggregate renewals over the next five years represent annual lease payments of $208,100,000 based on
current contractual rental rates. For every such lease renewed upon maturity at an aggregate rental rate differential of
100 basis points, the Trust’s operations would be impacted by approximately $2,100,000 annually.
• No individual tenant comprises more than approximately 6% of the Trust’s annualized rental revenue as compared to
approximately 6% for the comparative period of 2008.
• Approximately 85% of the Trust’s annualized rental revenue is derived from national and anchor tenants (which
tenant covenants are expected to be of higher credit quality than other tenants) as compared to approximately 84%
for the comparative period of 2008.
(b) Interest rate and liquidity risks
The Trust is exposed to interest rate risk on its borrowings. Liquidity risk arises from the possibility of not having
sufficient debt and equity capital available to the Trust to fund its growth program and refinance its debts as they mature.
In the current economic climate, and given the relatively small size of the Canadian marketplace, accessing domestic
capital may become increasingly more difficult.
Additionally, the Trust’s lenders may have suffered losses related to their lending and other financial relationships,
especially because of the general weakening of the economy and the increased financial instability of many borrowers.
As a result, lenders may continue to tighten their lending standards which could make it more difficult for RioCan to obtain
financing on favourable terms, or at all. The Trust’s financial condition and results of operations would be adversely
affected if it were unable to obtain financing, or obtain cost-effective financing.
As discussed in Note 18, RioCan’s Declaration establishes a Debt to Aggregate Assets ratio limit of 60%.
Additionally, the Trust mitigates interest rate and liquidity risk by staggering the maturity dates of its long term debt (see
Notes 8 and 9 for Aggregate Debt), by entering into interest rate swap (option) agreements (see Note 20), and by limiting
the use of floating rate debt.
As at June 30, 2009:
• The Trust’s Aggregate Debt has a 4.8 year weighted average term to maturity bearing interest at a weighted average
contractual interest rate of 5.96% per annum;
• 3.0% of its Aggregate Debt is at floating interest rates as compared to 0.5% as at December 31, 2008;
• The Trust’s undrawn lines of credit are $193,000,000 (see Note 8);
• The Trust’s Debt to Aggregate Assets ratio is 55.8% and the Trust could, therefore, incur additional indebtedness of
approximately $664,000,000 and still not exceed the Debt to Aggregate Assets ratio limit of 60% (which additional
borrowing calculation assumes that additional borrowings will be used to add to RioCan’s asset base); and
• At June 30, 2009 the Trust had cash and short term investments of $298,934,000 as compared to $11,377,000 at
December 31, 2008.
At June 30, 2009 the Trust has aggregate contractual debt principal maturities through to December 31, 2011 of
approximately $827,800,000 (23.2% of RioCan’s Aggregate Debt) with a weighted average contractual interest rate of
6.23%. For every such amount refinanced upon maturity at an aggregate interest rate differential of 100 basis points, the
Trust’s operations would be impacted by approximately $8,300,000 annually.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Hedging activities
From time to time, the Trust may enter into interest rate swap transactions to modify the interest rate profile of its current or
future variable rate debts without an exchange of the underlying principal amount. The Trust applies hedge accounting to such
cash flow hedging relationships whereby the effective portion of the change in the fair value of the hedging derivative is
recognized in OCI. The ineffective portion, for accounting purposes in accordance with CICA Section 3865 “Hedges”, is
recognized in net earnings.
During 2009, the Trust has entered into interest rate swap agreements on floating interest rate first mortgages to hedge
the variability in cash flows attributed to fluctuating interest rates. Settlement on both the fixed and variable portion of the
interest rate swaps will occur on a monthly basis. The following table summarizes the details of the interest rate swaps that
are outstanding at June 30, 2009:
Mortgages payable Effective fixed
Transaction date principal amount interest rate Maturity date
June 2009 $ 33,125 6.10% June 2014
April 2009 22,600 5.10% April 2014
January 2009 102,530 4.87% January 2014
$ 158,255
The Trust has assessed that there is no ineffectiveness in the hedge of its interest rate exposure. The effectiveness of the
hedging relationships will be reviewed on a quarterly basis and measured at fair value. As an effective hedge, unrealized gains or
losses on the interest rate swap agreements are recognized in OCI. At June 30, 2009, the fair value of the interest rate swaps
are, in aggregate, a financial asset of $1,916,000 of which $1,954,000 has been recognized as an asset in rents receivable and
other assets, and $38,000 has been recognized as a liability in accounts payable and other liabilities. The associated unrealized
gains or losses that are recognized in OCI will be reclassified into net earnings in the same period or periods during which the
interest payments on the hedged item affect net earnings.
21. Related party transaction
During 2009, the Trust purchased from a co-owner, for approximately $8,100,000, a 50% interest in a $20,200,000 mortgage
receivable granted on the sale of an asset by the co-ownership. This purchase increased the Trust’s ownership interest in this
mortgage receivable from 50% to 100%. The mortgage receivable requires semi-annual instalments of $100,000 each and is
non-interest bearing until December 23, 2012, and thereafter is interest bearing at a contractual rate of 6% per annum with
blended monthly installments on account of principal and interest until maturity on December 23, 2015. Based on the
purchase price of $8,100,000, the effective rate of interest on the mortgage receivable is 6.09%.
22. Contingencies and commitments
90
(a)
(b)
Guarantees
The Trust provides guarantees on behalf of third parties, including co-owners and partners. In addition, the Trust’s
guarantees remain in place for debts assumed by purchasers in connection with certain property dispositions, and will
remain until such debts are extinguished or the lenders agree to release the Trust’s covenants. Credit risks arise in the
event that these parties default on repayment of their debt since they are guaranteed by the Trust. These credit risks are
mitigated as the Trust has recourse under these guarantees in the event of a default by the borrowers, in which case the
Trust’s claim would be against the underlying real estate investments. At June 30, 2009 the estimated amount of debt
subject to such guarantees, and therefore the maximum exposure to credit risk, is approximately $458,000,000 (December 31,
2008 – $501,000,000) with expiries between 2009 and 2034. There have been no defaults by the primary obligor for debts
on which the Trust has provided its guarantees, and as a result, no contingent loss on these guarantees has been
recognized in these financial statements.
Litigation
The Trust is involved with litigation and claims which arise from time to time in the normal course of business. In the
opinion of management, any liability that may arise from such contingencies will not have a significant adverse effect on
the Trust’s consolidated financial statements.

SENIOR MANAGEMENT, BOARD OF TRUSTEES AND UNITHOLDER INFORMATION
Senior Management
Edward Sonshine, Q.C.
President and Chief Executive Officer
Frederic A. Waks
Executive Vice President and Chief Operating Officer
Raghunath Davloor, C.A.
Senior Vice President and Chief Financial Officer
Donald MacKinnon
Senior Vice President, Real Estate Finance
Jordan Robins
Senior Vice President, Planning and Development
Jeff Ross
Senior Vice President, Leasing
John Ballantyne
Vice President, Asset Management
Michael Connolly
Vice President, Construction
Therese Cornelissen, C.A.
Vice President, Accounting Standards and Taxation
Jonathan Gitlin
Vice President, Investments
Danny Kissoon
Vice President, Operations
Suzanne Marineau
Vice President, Human Resources
Maria Rico, C.A.
Vice President, Financial Reporting and Risk Management
Kenneth Siegel
Vice President, Leasing
Board of Trustees
Paul Godfrey, C.M. 1,2,3,4
(Chairman of Board of Trustees)
President and Chief Executive Officer,
The National Post
Clare R. Copeland 1,2
Chair of Toronto Hydro Corporation
Raymond Gelgoot 4
Partner, Fogler, Rubinoff LLP
Frank W. King, O.C. 1,2
President, Metropolitan Investment Corporation
Dale H. Lastman 3
Co-Chair and Partner, Goodmans LLP
Ronald W. Osborne 1
Chairman of the Board of Sun Life Financial Inc.
and Sun Life Assurance Company of Canada
Sharon Sallows 3,4
Partner, Ryegate Capital Corporation
Edward Sonshine, Q.C.
President and Chief Executive Officer,
RioCan Real Estate Investment Trust
Charles M. Winograd
President, Winograd Capital Incorporated
1 member of the Audit Committee
2 member of the Human Resources & Compensation Committee
3 member of the Nominating & Governance Committee
4 member of the Investment Committee
Unitholder Information
Head Office
RioCan Real Estate Investment Trust
RioCan Yonge Eglinton Centre, 2300 Yonge Street, Suite 500
P.O. Box 2386, Toronto, Ontario M4P 1E4
Tel: 416-866-3033 or 1-800-465-2733
Fax: 416-866-3020
Website: www.riocan.com
E-mail: inquiries@riocan.com
Unitholder and Investor Contact
Christian Green
Director, Investor Relations
Tel: 416-864-6483
E-mail: cgreen@riocan.com
Auditors
Ernst & Young LLP
Transfer Agent and Registrar
CIBC Mellon Trust Company
P.O. Box 7010, Adelaide Street Postal Station,
Toronto, Ontario M5C 2W9
Answerline: 1-800-387-0825 or 416-643-5500
Fax: 416-643-5501
Website: www.cibcmellon.com
E-mail: inquiries@cibcmellon.com
Unit Listing
The units are listed on the Toronto Stock Exchange
under the symbol REI.UN.
RIOCAN REAL ESTATE INVESTMENT TRUST SECOND QUARTER REPORT 2009
91

RioCan Yonge Eglinton Centre
2300 Yonge Street, Suite 500
P.O. Box 2386, Toronto, Ontario M4P IE4
T 416 866 3033 or 1 800 465 2733
F 416 866 3020
W www.riocan.com