December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
Simon
Property
Gr...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
DISCLAIMER
2
Stat...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
TRANSACTION HIGHL...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPIN-OFF OVERVIEW...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPIN-OFF RATIONAL...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SIMON POST SPIN
6...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
INTRODUCTION TO S...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PORTFOLIO ...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO FINANCIAL ...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO’S COMPETIT...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO’S BUSINESS...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO VALUE-ADDE...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO MANAGEMENT...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
PROCESS OVERVIEW
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
• Intend to file ...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
APPENDIX
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
December 2013
SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt
SPINCO PROPERTY L...
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Planned Spin-Off of the Strip Center Business and Smaller Enclosed Malls

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Planned Spin-Off of the Strip Center Business and Smaller Enclosed Malls

  1. 1. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt Simon Property GroupPlanned Spin-Off of the Strip Center Business and Smaller Enclosed Malls
  2. 2. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt DISCLAIMER 2 Statements in this presentation that are not historical may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions for the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the possibility that third party consents required to transfer certain properties in the spin-off will not be received, the impact of the spin-off on the businesses of the Company and the spin-off company, the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in the value of investments in foreign entities, the ability to hedge interest rate risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of the Company’s status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC. Additional risk factors can be found in SpinCo’s Form 10-12B to be filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise. Information shown on a per share basis uses Simon’s weighted average shares outstanding as of September 30, 2013. SpinCo per share numbers assume a 1:1 ratio of SpinCo:Simon shares at the time of the spin-off. The information in this presentation has been included in good faith but is for general informational purposes only. All reasonable care has been taken to ensure that the information contained herein is not untrue or misleading. It should not be relied on for any specific purpose and no representation or warranty is given regarding its accuracy or completeness. Neither the Company, its shareholders, its officers or employees nor any other person shall be liable for any loss, damage or expense arising out of any access to or use of this presentation. Neither the presentation nor any discussions based on or in connection with it will impose any obligation on the Company or its affiliates with respect to a potential transaction or transactions. Information may be accurate only as of December 13, 2013. This investor presentation includes forward-looking statements regarding estimated non-GAAP measures of initial year net operating income, or NOI, and initial year funds from operations, or FFO, for SpinCo, based upon the assets currently expected to be included in SpinCo. While these forward-looking figures are only estimates (including that they are subject to the factors noted above under “Forward-Looking Statements”), consistent with reporting as to its own results of operations, Simon believes that NOI and FFO are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide a relevant basis for comparison among REITs. Our estimation of these non‐GAAP measures with respect to SpinCo may not be the same as similar measures would be reported by other REITs. These non‐GAAP financial measures should not be considered as alternatives to net income as a measure of operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity, nor are they indicative of cash flows from operating and financial activities. Because certain terms of the separation transaction have not yet been determined, including as to the balance sheet of SpinCo, it is not reasonably possible at this time to provide a comparable forward-looking estimation of initial year net income for SpinCo or a reconciliation to the estimated initial year NOI and FFO figures included in this investor presentation. Historical GAAP financial information for SpinCo will be included in the Form 10 registration statement relating to the spin-off. More information on NOI and FFO is available at investors.simon.com.
  3. 3. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt TRANSACTION HIGHLIGHTS
  4. 4. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPIN-OFF OVERVIEW 4 • Simon Property Group (“Simon”) today announced its plan to spin off its strip center business and its smaller enclosed malls (each of the malls generating annual NOI of approximately $10 million or less) • Spin-off distribution is intended to qualify as tax-free for U.S. federal income tax purposes • Target second quarter of 2014 completion Transaction • Mission: To own stable, quality strip centers and malls that effectively serve the communities in which they are located • The portfolio is estimated to generate initial year NOI in excess of $400 million at SpinCo share and is comprised of1: — 54 strip centers totaling 16.6 million square feet2 — 44 mall properties totaling 36.4 million square feet • Strong balance sheet with approximately $2 billion of total debt (including anticipated new debt of at least $1 billion) at the time of spin representing debt / EBITDA of approximately 5x • Intends to pursue an investment grade credit rating • Led by an independent, dedicated executive management team and a Board consisting of a majority of independent directors — Richard Sokolov will be Chairman and David Simon will be a director • Initial year FFO currently estimated to be approximately $0.80 per share3 and initial year dividend currently estimated to be at least $0.50 per share or approximately 100% of estimated taxable income SpinCo • Focus on its global portfolio of larger malls, Mills® and Premium Outlets® • Retains the cash from the new debt raised by SpinCo • Current annualized dividend of $4.80 per share will be maintained and is expected to continue to grow in-line with the growth in FFO and taxable income • No change to credit rating or related outlook is expected Simon Note: Per share information assumes a 1:1 ratio of SpinCo:Simon shares at the time of spin. 1. Certain properties will continue to be held in joint venture arrangements with third parties. 2. SpinCo will also hold one property for development. 3. Assumes SpinCo will have approximately $2 billion of total debt outstanding at the time of spin (including anticipated new debt of at least $1 billion).
  5. 5. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPIN-OFF RATIONALE 5  Establishes SpinCo as a separate company to focus and grow its business while allowing Simon’s remaining business to continue to flourish  Creates a company with a strong balance sheet, equity currency and its own access to capital  Dedicated and experienced management team to implement and execute on its growth strategy  Enhances transparency for investors and better highlights the attributes of both companies  SpinCo will have all the tools necessary – capital, people, focus – to pursue development and redevelopment and act as a leading acquirer
  6. 6. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SIMON POST SPIN 6 Simon will focus on its global portfolio of larger malls, Mills and Premium Outlets. Its current annualized dividend of $4.80 per share will be maintained and is expected to grow in-line with the growth in FFO and taxable income Key Metrics Simon Pre Spin Simon Post Spin Change Sales PSF2 Total: $579 Malls: $560 Premium Outlets: $606 Total: $616 Malls: $625 Premium Outlets: $606 Total: 6.4% Malls: 11.6% Comparable NOI Growth2 5.2% 5.5% + 30bps Occupancy2 95.5% 96.5% + 100bps Leverage (Net Debt / NOI)3 5.7x 5.8x + 0.1x NOI Composition for the Nine Months Ended September 30, 20131 Simon Pre Spin Simon Post Spin 1. Based on gross NOI. International includes Klépierre and international Premium Outlets. 2. For U.S. malls and Premium Outlets only. Sales per square foot is for the twelve months ended September 30, 2013. Comparable NOI growth relates to gross NOI for the nine months ended September 30, 2013 versus the comparable period in 2012. Occupancy is as of September 30, 2013. 3. Leverage is calculated as net debt as of September 30, 2013 divided by NOI at share for the twelve months ended September 30, 2013. ​Premium Outlets 28.1% ​International 9.2% ​Mills 9.1% ​U.S. Malls 52.9% ​Premium Outlets 25.4% ​International 8.3% ​Mills 8.3% ​Strip Centers 3.3% ​U.S. Malls 54.0%
  7. 7. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt INTRODUCTION TO SPINCO
  8. 8. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PORTFOLIO HIGHLIGHTS 8 Key Operating Metrics Total # Assets 981 Total Square Footage 53.0m Trailing Twelve Month Sales PSF – Malls $303 Occupancy – Malls 90.4% Occupancy – Strip Centers 94.2% Note: Data is as of September 30, 2013. 1. SpinCo will also hold one strip center property for development. SpinCo will have one of the largest, most diversified portfolios of strip centers and malls in the United States
  9. 9. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO FINANCIAL HIGHLIGHTS 9 Key Initial Year Financial Metrics Estimated NOI at share Approx. $400 million Estimated Interest Expense1 Approx. $100 million Estimated FFO1 Approx. $300 million (Approx. $0.80 per share) Estimated Dividend Per Share At least $0.50 Comparable NOI Growth2 2.2% Target Leverage Approx. 5-6x EBITDA 1. Assumes SpinCo will have approximately $2 billion of total debt outstanding at the time of spin (including anticipated new debt of at least $1 billion). 2. Comparable NOI growth relates to gross NOI for the nine months ended September 30, 2013 versus the comparable period in 2012. Capital Structure Overview • Intends to pursue an investment grade credit rating • Anticipated to have approximately $2 billion of total debt outstanding (including new debt of at least $1 billion) at time of spin • Expected to maintain a sizeable unencumbered asset pool • Access to multiple forms of capital Estimated Initial Year NOI Composition SpinCo will be positioned to have stable earnings and a disciplined, flexible balance sheet ​Malls 70% ​Strip Centers 30%
  10. 10. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO’S COMPETITIVE STRENGTHS 10  Track record of stable operating performance provides strong foundation to grow cash flow  Dual asset class strategy enables efficient, flexible allocation of capital between two complementary categories of retail real estate  Low leveraged balance sheet positioned to access growth capital  Unique ability to act as a leading acquirer, developer and redeveloper of both asset classes, driven by significant “day one” scale  Well-diversified, national portfolio that efficiently serves tenants  Benefits of continued relationships with Simon including Board representation  Dedicated management team steeped in Simon’s heritage of focusing on operations and growth SpinCo’s mission is to own stable, quality strip centers and malls that effectively serve the communities in which they are located
  11. 11. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO’S BUSINESS STRATEGY 11  Drive internal growth through rigorous asset management and capital allocation  Execute on targeted, value-add redevelopment projects to enhance portfolio performance  Pursue acquisition opportunities in both asset classes  Selectively develop new, high-quality strip centers  Maintain a strong balance sheet with access to multiple sources of capital SpinCo’s primary objective is to execute on a growth-oriented business strategy that will deliver attractive total returns to shareholders
  12. 12. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO VALUE-ADDED REDEVELOPMENT ACTIVITY 12 Redevelopment Activity – Investment at Share Recently Added or Expanded Anchor Tenants Substantial investment has been made in SpinCo’s assets to attract and expand key anchor tenants. A pipeline of approximately $300 million of future development and redevelopment projects has been identified $14.3m $31.6m $30.6m $81.5m 2010 2011 2012 2013
  13. 13. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO MANAGEMENT AND BOARD 13 • Will have an executive management team dedicated to SpinCo • Key executive positions are currently being sourced from both internal and external candidates • Existing strip center management team and personnel will join SpinCo • Mall properties will continue to receive certain property management services from Simon • Transition services agreement with Simon will provide for support functions Management • Will consist of a majority of independent directors • Richard Sokolov will serve as Chairman • David Simon will be a director • No other Simon directors or employees will be directors of SpinCo Board of Directors
  14. 14. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt PROCESS OVERVIEW
  15. 15. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt • Intend to file initial Form 10 information statement with SEC before year end • Anticipate announcing SpinCo executive management team in the first quarter of 2014 • Target second quarter of 2014 completion Transaction Timing • Distribution of SpinCo common shares / limited partnership units via a pro rata special distribution to Simon shareholders / SPG LP unitholders • Following the distribution, Simon shareholders will own shares in both Simon and SpinCo. SPG LP unitholders will own units of both Simon’s and SpinCo’s operating partnership subsidiaries • The number of Simon shares / SPG LP units owned by each shareholder / limited partner will not change as a result of this distribution Distribution Process • Declaration by the SEC that SpinCo’s registration statement is effective • Filing and approval of SpinCo listing application by the relevant exchange • Final approval and declaration of the distribution by Simon’s Board of Directors • Other customary conditions Conditions Precedent PROCESS OVERVIEW 15 • Distribution is intended to qualify as tax-free to Simon shareholders and SPG LP unitholders for U.S. federal income tax purposes • SpinCo intends to elect to be treated as a REIT for U.S. federal income tax purposes SpinCo REIT Status / Tax Considerations
  16. 16. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt APPENDIX
  17. 17. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: MALLS 17 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 1. Anderson Mall SC Anderson Fee 100.0% Built 1972 86.3% 671,312 Belk, JCPenney, Sears, Dillard's, Books-A-Million 2. Bowie Town Center MD Bowie (Washington, Fee 100.0% Built 2001 97.3% 579,172 Macy's, Sears, Barnes & Noble, Best Buy, Safeway, L.A. Fitness 3. Boynton Beach Mall FL Boynton Beach (Miami) Fee 100.0% Built 1985 91.3% 1,094,157 Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres, You Fit Health Clubs (7) 4. Brunswick Square NJ East Brunswick (New York) Fee 100.0% Built 1973 99.9% 760,306 Macy's, JCPenney, Barnes & Noble, Starplex Luxury Cinema 5. Charlottesville Fashion Square VA Charlottesville Ground Lease (2076) 100.0% Acquired 1997 94.5% 576,747 Belk (2 locations), JCPenney, Sears 6. Chautauqua Mall NY Lakewood 100.0% Built 1971 91.1% 427,851 Sears, JCPenney, Bon Ton, Office Max, Dipson Cinema7. Chesapeake Square VA Chesapeake (Virginia Beach) Fee and Ground Lease (2062) 75.0% (3) Built 1989 84.2% 759,897 Macy's, JCPenney, Sears, Target, Burlington Coat Factory, Cinemark Theatres 8. Cottonwood Mall NM Albuquerque Fee 100.0% Built 1996 98.1% 1,034,293 Macy's, Dillard's, JCPenney, Sears, Regal Cinema, Conn's Electronic & Appliance (8), (9) 9. Edison Mall FL Fort Myers Fee 100.0% Acquired 1997 94.2% 1,053,727 Dillard's, Macy's (2 locations), JCPenney, Sears, Books-A-Million 10. Forest Mall WI Fond Du Lac Fee 100.0% Built 1973 84.1% 500,273 JCPenney, Kohl's, Younkers, Sears, Cinema I & II 11. Great Lakes Mall OH Mentor (Cleveland) Fee 100.0% Built 1961 94.0% 1,232,357 Dillard's (2 locations), Macy's, JCPenney, Sears, Atlas Cinema Stadium 16, Barnes & Noble, Dick's Sporting Goods (8) 12. Gulf View Square FL Port Richey (Tampa) Fee 100.0% Built 1980 87.6% 754,288 Macy's, Dillard's, JCPenney, Sears, Best Buy, T.J. Maxx 13. Irving Mall TX Irving (Dallas) Fee 100.0% Built 1971 90.5% 1,052,527 Macy's, Dillard's, Sears, Burlington Coat Factory, La Vida Fashion and Home Décor, AMC Theatres, Fitness Connection, Shoppers World 14. Jefferson Valley Mall NY Yorktown Heights (New Fee 100.0% Built 1983 88.4% 556,215 Macy's, Sears (7) 15. Knoxville Center TN Knoxville Fee 100.0% Built 1984 75.6% 961,007 JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema
  18. 18. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: MALLS 18 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 16. Lima Mall OH Lima Fee 100.0% Built 1965 96.8% 743,356 Macy's, JCPenney, Elder-Beerman, Sears, MC Sporting Goods 17. Lincolnwood Town Center IL Lincolnwood (Chicago) Fee 100.0% Built 1990 96.1% 421,773 Kohl's, Carson's 18. Lindale Mall IA Cedar Rapids Fee 100.0% Acquired 1998 98.5% 687,847 Von Maur, Sears, Younkers 19. Longview Mall TX Longview Fee 100.0% Built 1978 93.3% 638,520 Dillard's, JCPenney, Sears, Bealls 20. Maplewood Mall MN St. Paul (Minneapolis) Fee 100.0% Acquired 2002 94.4% 926,291 Macy's, JCPenney, Sears, Kohl's, Barnes & Noble 21. Markland Mall IN Kokomo Ground Lease (2041) 100.0% Built 1968 99.0% 417,388 Sears, Target, MC Sporting Goods, Carson's 22. Melbourne Square FL Melbourne Fee 100.0% Acquired 2007 89.3% 702,905 Macy's, Dillard's (2 locations), JCPenney, Dick's Sporting Goods, L.A. Fitness (8) 23. Mesa Mall CO Grand Junction Fee 100.0% Acquired 1998 95.8% 880,469 Sears, Herberger's, JCPenney, Target, Cabela's, Sports Authority, Jo-Ann Fabrics 24. Muncie Mall IN Muncie Fee 100.0% Built 1970 99.5% 635,840 Macy's, JCPenney, Sears, Carson's 25. Northlake Mall GA Atlanta Fee 100.0% Acquired 1998 85.2% 963,134 Macy's, JCPenney, Sears, Kohl's 26. Northwoods Mall IL Peoria Fee 100.0% Acquired 1983 94.2% 693,519 Macy's, JCPenney, Sears 27. Oak Court Mall TN Memphis Fee 100.0% Acquired 1997 95.7% 849,785 Dillard's (2 locations), Macy's 28. Orange Park Mall FL Orange Park (Jacksonville) Fee 100.0% Acquired 1994 97.8% 959,331 Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres 29. Paddock Mall FL Ocala Fee 100.0% Built 1980 90.8% 557,010 Macy's, JCPenney, Sears, Belk 30. Port Charlotte Town Center FL Port Charlotte Fee 80.0% (3) Built 1989 87.0% 764,717 Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema
  19. 19. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: MALLS 19 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 31. Richmond Town Square OH Richmond Heights Fee 100.0% Built 1966 93.5% 1,011,688 Macy's, JCPenney, Sears, Regal Cinema 32. River Oaks Center IL Calumet City (Chicago) Fee 100.0% Acquired 1997 97.9% 1,192,836 Macy's, JCPenney (7) 33. Rolling Oaks Mall TX San Antonio Fee 100.0% Built 1988 91.6% 882,349 Dillard's, Macy's, JCPenney, Sears 34. Rushmore Mall SD Rapid City Fee 100.0% Acquired 1998 75.3% 829,293 JCPenney, Herberger's, Sears, Carmike Cinemas, Hobby Lobby, Toys 'R Us 35. Seminole Towne Center FL Sanford (Orlando) Fee 45.0% (10),(6) Built 1995 86.0% 1,104,631 Macy's, Dillard's, JCPenney, Sears, United Artists Theatre, Dick's Sporting Goods, Burlington Coat Factory 36. Southern Hills Mall IA Sioux City Fee 100.0% Acquired 1998 87.1% 794,426 Younkers, JCPenney, Sears, Scheel's All Sports, Barnes & Noble, Carmike Cinemas, Hy-Vee 37. Southern Park Mall OH Youngstown Fee 100.0% Built 1970 85.8% 1,202,645 Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres 38. Sunland Park Mall TX El Paso Fee 100.0% Built 1988 96.0% 922,209 Macy's, Dillard's (2 locations), Sears, Forever 21, Cinemark 39. Town Center at Aurora CO Aurora (Denver) Fee 100.0% Acquired 1998 91.0% 1,082,240 Macy's, Dillard's, JCPenney, Sears, Century Theatres 40. Towne West Square KS Wichita Fee 100.0% Built 1980 82.4% 941,344 Dillard's (2 locations), JCPenney, Sears, Dick's Sporting Goods, The Movie Machine 41. Valle Vista Mall TX Harlingen Fee 100.0% Built 1983 77.6% 650,634 Dillard's, JCPenney, Sears, Big Lots, Forever 21 42. Virginia Center Commons VA Glen Allen Fee 100.0% Built 1991 79.2% 774,503 Macy's, JCPenney, Sears, Burlington Coat Factory, American Family Fitness (8) 43. West Ridge Mall KS Topeka Fee 100.0% Built 1988 85.4% 991,799 Dillard's, JCPenney, Sears, Burlington Coat Factory (7)44. Westminster Mall CA Westminster (Los Angeles) Fee 100.0% Acquired 1998 90.1% 1,198,549 Macy's, JCPenney, Sears, Target, DSW Total Mall Square Footage 36,435,160
  20. 20. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: STRIP CENTERS 20 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 1. Bloomingdale Court IL Bloomingdale (Chicago) Fee 100.0% Built 1987 99.2% 686,126 Best Buy, T.J. Maxx N More, Office Max, Walmart Supercenter, Dick's Sporting Goods, Jo-Ann Fabrics, Picture Show, Ross Dress for Less, 2. Bowie Town Center Strip MD Bowie (Washington, Fee 100.0% 90.0% 106,591 Safeway 3. Charles Towne Square SC Charleston Fee 100.0% Built 1976 100.0% 71,794 Regal Cinema 4. Chesapeake Center VA Chesapeake (Virginia Beach) Fee 100.0% Built 1989 96.1% 305,935 Kmart, Petsmart, Michaels, Value City Furniture 5. Clay Terrace IN Carmel (Indianapolis) Fee 50.0% (6) Built 2004 98.4% 576,795 Dick's Sporting Goods, Whole Foods, DSW, St. Vincent's Sports Performance 6. Concord Mills Marketplace NC Concord (Charlotte) Fee 100.0% Acquired 2007 100.0% 230,683 BJ's Wholesale Club, Garden Ridge, REC Warehouse 7. Countryside Plaza IL Countryside (Chicago) Fee 100.0% Built 1977 100.0% 403,756 Best Buy, The Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture, The 8. Dare Centre NC Kill Devil Hills Ground Lease (2058) 100.0% Acquired 2004 96.3% 168,673 Belk, Food Lion 9. DeKalb Plaza PA King of Prussia (Philadelphia) Fee 84.1% Acquired 2003 96.6% 101,948 ACME Grocery (7) 10. Empire East SD Sioux Falls Fee 100.0% Acquired 1998 100.0% 287,503 Kohl's, Target, Bed Bath & Beyond 11. Fairfax Court VA Fairfax (Washington, Fee 41.3% (4),(6) Built 1992 100.0% 249,488 Burlington Coat Factory, Offenbacher's, XSport Fitness 12. Forest Plaza IL Rockford Fee 100.0% Built 1985 100.0% 428,044 Kohl's, Marshalls, Michaels, Factory Card Outlet, Office Max, Bed Bath & Beyond, Petco, Babies 'R Us, Toys 'R Us, Big Lots, Kirkland's 13. Gaitway Plaza FL Ocala Fee 32.2% (4),(6) Built 1989 99.1% 208,755 Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond, Michael's (8) 14. Gateway Centers TX Austin Fee 100.0% Acquired 2004 73.8% 512,440 Best Buy, REI, Whole Foods, Crate & Barrel, The Container Store, Regal Cinema, Nordstrom Rack 15. Greenwood Plus IN Greenwood (Indianapolis) Fee 100.0% Built 1979 100.0% 155,319 Best Buy, Kohl's
  21. 21. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: STRIP CENTERS 21 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 16. Henderson Square PA King of Prussia (Philadelphia) Fee 75.9% (4) Acquired 2003 96.5% 107,371 Genuardi's Family Market, Avalon Carpet & Tile 17. Highland Lakes Center FL Orlando Fee 100.0% Built 1991 65.8% 488,850 Marshalls, American Signature Furniture, Ross Dress for Less, Burlington Coat Factory (7) 18. Indian River Commons FL Vero Beach Fee 50.0% (6) Built 1997 100.0% 255,942 Lowe's Home Improvement, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michaels 19. Keystone Shoppes IN Indianapolis Fee 100.0% Acquired 1997 82.2% 29,040 20. Lake Plaza IL Waukegan (Chicago) Fee 100.0% Built 1986 97.5% 215,568 Home Owners Bargain Outlet 21. Lake View Plaza IL Orland Park (Chicago) Fee 100.0% Built 1986 92.2% 367,605 Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Tuesday Morning, Great 22. Lakeline Plaza TX Cedar Park (Austin) Fee 100.0% Built 1998 100.0% 387,304 T.J. Maxx, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Hancock Fabrics, Rooms to Go, Rooms to Go Kids, Bed Bath & Beyond (9) 23. Lima Center OH Lima Fee 100.0% Built 1978 99.4% 233,878 Kohl’s, Hobby Lobby, T.J. Maxx, Jo‐Ann Fabrics 24. Lincoln Crossing IL O'Fallon (St. Louis) Fee 100.0% Built 1990 90.5% 243,326 Walmart, PetsMart, The Home Depot 25. MacGregor Village NC Cary Fee 100.0% Acquired 2004 65.2% 144,370 26. Mall of Georgia Crossing GA Buford (Atlanta) Fee 100.0% Built 1999 100.0% 440,670 Best Buy, American Signature Furniture, T.J. Maxx 'n More, Nordstrom Rack, Staples, Target 27. Markland Plaza IN Kokomo Fee 100.0% Built 1974 86.8% 90,527 Best Buy, Bed Bath & Beyond 28. Martinsville Plaza VA Martinsville Ground Lease (2046) 100.0% Built 1967 97.1% 102,105 Rose's, Food Lion 29. Matteson Plaza IL Matteson (Chicago) Fee 100.0% Built 1988 100.0% 270,892 Dominick's, Shoppers World 30. Muncie Towne Plaza IN Muncie Fee 100.0% Built 1998 100.0% 172,617 Kohl's, Target, Shoe Carnival, T.J. Maxx, MC Sporting Goods, Kerasotes Theatres (7) 31. New Castle Plaza IN New Castle Fee 100.0% Built 1966 100.0% 91,648 Goody's, Ace Hardware, Aaron's Rents, Dollar Tree32. North Ridge Shopping Center NC Raleigh Fee 100.0% Acquired 2004 93.4% 169,827 Ace Hardware, Kerr Drugs, Harris-Teeter Grocery
  22. 22. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: STRIP CENTERS 22 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 33. Northwood Plaza IN Fort Wayne Fee 100.0% Built 1974 86.1% 208,076 Target (7) 34. Palms Crossing TX McAllen Fee 100.0% Built 2007 98.9% 392,314 Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City, Best Buy, Hobby Lobby 35. Plaza at Buckland Hills, The CT Manchester Fee 41.3% (4),(6) Built 1993 96.3% 329,885 Jo-Ann Fabrics, iParty, Toys 'R Us, Michaels, PetsMart, Big Lots, Eastern Mountain Sports 36. Richardson Square TX Richardson (Dallas) Fee 100.0% Built 2008 100.0% 517,265 Lowe's Home Improvement, Ross Dress for Less, Sears, Super Target, Anna's Linens 37. Rockaway Commons NJ Rockaway (New York) Fee 100.0% Acquired 1998 68.1% 149,940 Best Buy (7) 38. Rockaway Town Plaza NJ Rockaway (New York) Fee 100.0% Acquired 1998 100.0% 459,301 Target, PetsMart, Dick's Sporting Goods, AMC Theatres 39. Royal Eagle Plaza FL Coral Springs (Miami) Fee 42.0% (4),(6) Built 1989 78.8% 202,996 Sports Authority (7) 40. Shops at Arbor Walk, The TX Austin Ground Lease (2056) 100.0% Built 2006 98.9% 458,467 The Home Depot, Marshalls, DSW, Vitamin Cottage Natural Grocer, Spec's Wine, Spirits and Fine Foods, Jo-Ann Fabrics, Sam Moon Trading 41. Shops at North East Mall, The TX Hurst (Dallas) Fee 100.0% Built 1999 100.0% 365,038 Michaels, PetsMart, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble, DSW 42. St. Charles Towne Plaza MD Waldorf (Washington, Fee 100.0% Built 1987 78.2% 393,816 K & G Menswear, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Big Lots, Citi 43. Tippecanoe Plaza IN Lafayette Fee 100.0% Built 1974 100.0% 90,522 Best Buy, Barnes & Noble 44. University Center IN Mishawaka Fee 100.0% Built 1980 89.3% 150,524 Michaels, Best Buy, Ross Dress for Less (8) 45. University Town Plaza FL Pensacola Fee 100.0% Acquired 1994 93.9% 572,643 JCPenney, Sears, Academy Sports, Toys 'R Us, Burlington Coat Factory 46. Village Park Plaza IN Carmel (Indianapolis) Fee 35.7% (4),(6) Built 1990 100.0% 575,576 Bed Bath & Beyond, Kohl's, Walmart Supercenter, Marsh, Menards, Regal Cinema, Hobby Lobby 47. Washington Plaza IN Indianapolis Fee 100.0% Built 1976 89.8% 50,107 Jo-Ann Fabrics 48. Waterford Lakes Town Center FL Orlando Fee 100.0% Built 1999 99.2% 949,933 Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture Home Store, L.A. Fitness, Regal Cinema
  23. 23. December 2013 SIGHT2013Investor MaterialsAnnouncement IPProject Vinyl announcement IP_20131212_FINAL.ppt SPINCO PROPERTY LISTING: STRIP CENTERS 23 Note: Transfer of certain assets to SpinCo is subject to joint venture partners and property-level consents. (1) Date listed is the expiration date of the last renewal option available under the ground lease. (2) Malls: Executed leases for all company-owned GLA in mall stores, excluding majors and anchors. Strip centers: Executed leases for all company-owned GLA (or total center GLA). As of September 30, 2013. (3) SpinCo receives substantially all the economic benefit of the property due to a preference or advance. (4) Outside partner receives substantially all of the economic benefit and/or capital allocation due to a partner preference. (5) Includes office space of 243,387 square feet including the following centers with more than 20,000 square feet of office space: Clay Terrace – 75,118 square feet Oak Court Mall – 126,775 square feet River Oaks – 41,494 square feet (6) Denotes SpinCo JV Property. (7) Indicates vacant anchor space(s). (8) Indicates anchor or major that is currently under development. (9) Indicates vacant anchor owned by another company, but we still collect rent and/or fees under an agreement. (10) SpinCo's direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners or the company. Property Name State City (CBSA) Ownership Interest (Expiration if Lease) (1) Legal Ownership Year Built or Acquired Occupancy (2) Total SF Retail Anchors and Selected Major Tenants 49. West Ridge Plaza KS Topeka Fee 100.0% Built 1988 100.0% 254,480 T.J. Maxx, Toys 'R Us/Babies 'R Us, Target 50. West Town Corners FL Altamonte Springs (Orlando) Fee 32.2% (4),(6) Built 1989 96.1% 385,352 Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Walmart, Lowe's Home Improvement 51. Westland Park Plaza FL Orange Park (Jacksonville) Fee 32.2% (4),(6) Built 1989 96.8% 163,254 Burlington Coat Factory, LA Fitness, USA Discounters (7) 52. White Oaks Plaza IL Springfield Fee 100.0% Built 1986 97.2% 387,911 T.J. Maxx, Office Max, Kohl's, Toys 'R Us/Babies 'R Us, Country Market 53. Whitehall Mall PA Whitehall Fee 38.0% (6) Acquired 2003 93.8% 605,833 Sears, Kohl's, Bed Bath & Beyond, Gold's Gym, Buy Buy Baby, Raymour & Flanigan Furniture, 54. Wolf Ranch TX Georgetown (Austin) Fee 100.0% Built 2005 99.3% 627,804 Kohl's, Target, Michaels, Best Buy, Office Depot, PetsMart, T.J. Maxx, DSW, Ross Dress for Less Total Strip Center Square Footage 16,596,427 Total SpinCo Portfolio Square Footage (5) 53,031,587

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