RETAIL PROPERTIES OF AMERICA, INC. (RPAI) IPO

We estimate that the net proceeds we will receive from this offering, after 
deducting the underwriting discount and estimated expenses of the offering 
payable by us, will be approximately $231 million (or approximately $267 
million if the underwriters exercise their overallotment option in full). 

We intend to use approximately $82 million of the net proceeds received from 
this offering to repay amounts outstanding under our senior unsecured revolving
line of credit. Our senior unsecured revolving line of credit matures on 
February 24, 2015, with a one-year extension option that we may exercise in 
certain circumstances, and bears interest at a variable rate equal to the 
London Interbank Offered Rate or, LIBOR, plus a margin of between 1.75% and 
2.50% per annum or the alternative base rate plus a margin of between 0.75% and
1.50% per annum, both based on our leverage ratio as calculated under the 
credit agreement. The interest rate under the senior unsecured revolving line 
of credit and the unsecured term loan was 2.75% as of March 21, 2012. We used 
the amounts that we borrowed under our senior unsecured revolving line of 
credit to repay other indebtedness and for general corporate purposes.

Affiliates of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., 
Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Wells Fargo 
Securities, LLC, PNC Capital Markets LLC and Scotia Capital (USA) Inc. are 
lenders under our senior unsecured revolving line of credit, and will receive 
their pro rata portion of the $82 million of the net proceeds from this 
offering used to repay amounts outstanding under our senior unsecured revolving
line of credit. Accordingly, more than 5% of the net proceeds of this offering 
are intended to be used to repay amounts owed to affiliates of these 
underwriters. 

We intend to use approximately $95 million of net proceeds received from this 
offering to repay a cross-collateralized pool of mortgages secured by six 
properties as of December 31, 2011, with an interest rate of 7.50%, that 
matures as of June 1, 2017. A premium of approximately $11 million is 
associated with this pool of mortgages and the full amount of the premium would
be amortized upon repayment. 

We intend to use approximately $55 million of net proceeds received from this 
offering to repurchase Inland Equity’s interest in IW JV pursuant to a call 
right contained in IW JV’s organizational documents. On March 20, 2012, 
pursuant to the terms of the call right, we provided a written notice of 
exercise to Inland Equity and agreed to the repurchase price with Inland 
Equity. As a result, following this offering we anticipate that we will own 
100% of IW JV.

In seeking new investment opportunities, we compete with other real estate 
investors, including pension funds, insurance companies, foreign investors, 
real estate partnerships, other REITs, private individuals and other real 
estate companies, some of which have greater financial resources than we do. 
With respect to properties presently owned by us, we compete with other owners
of like properties for tenants. There can be no assurance that we will be able
to successfully compete with such entities in development, acquisition, and 
leasing activities in the future. 

Our business is inherently competitive. Property owners, including us, compete 
on the basis of location, visibility, quality and aesthetic value of 
construction, volume of traffic, strength and name recognition of tenants and 
other factors. These factors combine to determine the level of occupancy and 
rental rates that we are able to achieve at our properties. Further, our 
tenants compete with other forms of retailing, including e-commerce, catalog 
companies and direct consumer sales. We may, at times, compete with newer 
properties or those in more desirable locations. To remain competitive, we 
evaluate all of the factors affecting our centers and try to position them 
accordingly. For example, we may decide to focus on renting space to specific 
retailers who will complement our existing tenants and increase traffic. We 
believe the principal factors that retailers consider in making their leasing 
decisions include: 

   •     consumer demographics; 

   •     quality, design and location of properties; 

   •     total number and geographic distribution of properties; 
 
   •     diversity of retailers and anchor tenants at shopping center 
         locations; 
 
   •     management and operational expertise; and 
 
   •     rental rates. 
 
Based on these factors, we believe that the size and scope of our property 
portfolio, as well as the overall quality and attractiveness of our individual 
properties, enable us to compete effectively for retail tenants in our local 
markets. Because our revenue potential may be linked to the success of 
retailers, we indirectly share exposure to the same competitive factors that 
our retail tenants experience in their respective markets when trying to 
attract individual shoppers. These dynamics include general competition from 
other regional shopping centers, including outlet malls and other discount 
shopping centers, as well as competition with discount shopping clubs, catalog 
companies, Internet sales and telemarketing.