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WASHINGTON PRIME GROUPMAY 2014
Washington
Prime
Group June 2014 Presentation
JUNE 2014 WASHINGTON PRIME GROUP
JUNE 2014 WASHINGTON PRIME GROUP
Disclaimer
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 WPG’s filings with the SEC. 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.
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 March 31, 2014.
This investor presentation includes forward-looking statements regarding estimated non-GAAP measures of initial year net operating income, or NOI, for WPG
based upon the assets currently expected to be included in WPG. While these forward-looking figures are only estimates (including that they are subject to the
factors noted above under “Forward-Looking Statements”), WPG believes that NOI is 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 WPG 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. More information is available at www.washingtonprime.com.
2
WASHINGTON PRIME GROUP3
Introduction
Washington Prime is a unique new retail REIT, spun from its Simon Property
Group roots. WPG combines a national, very profitable real estate portfolio
with an investment grade balance sheet as well as a proven and aggressive
management team and board, to grow in the fragmented U.S. community-vital
shopping center sector. WPG is neither a mall company nor a strip center
company and will leverage its expertise across the entire shopping center
space including community center, lifestyle center and mall-format properties.
We are a "franchise value" shopping center platform poised to grow.
JUNE 2014
WASHINGTON PRIME GROUP4
The Company
 Portfolio: 98 property diversified, stable cash flow national shopping center portfolio
 Financial strength: Sector leading balance sheet with an investment grade rating (S&P: BBB
(Stable) / Moody’s: Baa2 (Stable) / Fitch: BBB (Stable))
 Growth strategies:
— Internal growth through rent and occupancy gains
— Redevelopment of existing properties
— New ground-up development
— Acquisitions building on WPG’s national platform for locally important and productive retail
assets
 Management: Long and successful track-record
 SPG relationship: Ongoing relationship with the leadership and management of the Simon
Property Group
 Attractive dividend: Expected to be at least $1.00 per WPG share annually
Washington Prime is a newly formed company which was spun off from Simon Property Group
effective May 28, 2014
JUNE 2014
WASHINGTON PRIME GROUP5
Overview
 $100 million of
identified
opportunities
 Proven track record
of successful new
developments
 Opportunity
enhanced by limited
new supply
 $200 million
identified
redevelopment
pipeline
 Additions of anchors
 Additions of other
mixed-use
components
 Specialty store
expansions
 Rigorous asset
management
 Innovative tenanting
approaches
 Strategic capital
allocation
Internal Growth
Redevelopment of
Existing Assets
New Ground-Up
Development
Strong, investment grade balance sheet supports pursuit of attractive growth
opportunities
 Highly fragmented
ownership in the
local shopping
center universe
 Extensive
transaction
experience
 Attractive low cost
of capital
Opportunistic
Acquisitions
Use our financial strength, portfolio stability and management acumen to deliver attractive
total returns to shareholders
JUNE 2014
WASHINGTON PRIME GROUP6
The Portfolio
Shopping centers well-diversified by size and geography
FL
18.8%
TX
14.3%
IL
10.0%
OH
8.3%
IN
6.1%
VA
5.2%
KS
4.1%
CO
3.7%
TN
3.4%
IA
2.8%
Other
23.1%
Portfolio Highlights
NOI Composition by Region2Size Diversity1 Geographic Diversityof Sq. Ft.
Performance Snapshot
>500KSF
50 Assets
(51%)200-500KSF
29 Assets
(30%)
<200KSF
19 Assets
(19%)
Florida
19%
Texas
14%
Midwest
22%
Other
45%
Total
2013 NOI (at share) $418mm
2013 Comparable NOI Growth (∆ from 2012) 2.9%
December 31, 2013 Occupancy 92.8%
Change from December 31, 2012 90 bps
 Footprints ranging from 100K – 1.2 million sq. ft.
 Presence in 23 states
 No property accounts for >3% of total annual base
minimum rental revenue
 Assets generally sized to market demand
Note: Data is as of December 31, 2013 unless otherwise stated. See Appendix for a reconciliation of net income to NOI.
1. Based on percentage of total square feet.
2. Based on WPG’s share of NOI for year ended December 31, 2013.
JUNE 2014
WASHINGTON PRIME GROUP7
Diversified Tenant Base
No tenant accounts for more than 2.5% of total annual minimum base rental revenues
Top Inline Store Tenants1
Top Anchors1
% of Total % of Total % of Total % of Total
Portfolio Base Portfolio Base
Tenant Stores SF (000s) Sq. Ft. Min. Rent
2 Tenant Stores SF (000s) Sq. Ft. Min. Rent
2
99 474 0.9% 2.5% 16 702 1.3% 1.6%
106 431 0.8% 2.4% 37 4,752 9.0% 1.3%
Group Inc. 89 454 0.9% 1.7% 14 1,216 2.3% 1.3%
welers, Inc. 56 95 0.2% 1.7% 15 479 0.9% 1.0%
80 73 0.1% 1.5% 7 418 0.8% 1.0%
Group SPA 78 210 0.4% 1.4% 12 368 0.7% 0.9%
93 134 0.3% 1.2% 10 860 1.6% 0.8%
40 221 0.4% 1.2% 8 406 0.8% 0.8%
sh Line, Inc. 38 215 0.4% 1.1% 43 6,221 11.8% 0.7%
27 359 0.7% 1.0% 13 1,727 3.3% 0.0%
Total 706 2,667 5.1% 15.7% Total 175 17,149 32.5% 9.4%
1. Sorted by percentage of total base minimum rent.
2. Total base minimum rent represents 2013 combined base rental revenues.
JUNE 2014
WASHINGTON PRIME GROUP8
Stable Operating Platform
Note: Data is as of December 31, 2013 for all open air center square footage and mall small shop square footage unless otherwise stated.
$18.65
$18.81
$18.86
2011 2012 2013
• Approximately 1,500 new and renewed leases
• Over 4.6 millionsquare feet
• New leasing activity is at rates above portfolio
average rent
Increasing Occupancy Strong New Leasing Results
Stable Rent per Square Foot Significant Leasing Activity (2012-2013)
91.4%
91.9%
92.8%
2011 2012 2013
$17.79
$27.64
$19.41
$21.06
Initial Base Minimum Rent PSF Tenant Allowance PSF
2012 2013
JUNE 2014
WASHINGTON PRIME GROUP9
Well-Staggered Lease Expiration Schedules
Lease Expiration Schedules1
InlineStoresand
Freestanding
AnchorTenants
9.4%
11.5% 10.9%
8.5%
6.9%
4.9%
MTM/ 2014 2015 2016 2017 2018 2019
1.1%
2.6% 2.9%
1.9%
3.1%
1.7%
MTM/ 2014 2015 2016 2017 2018 2019
Wtd. Avg. Base
Rent PSF of All
Expiring Leases1,2
$17.593 $16.40 $15.00 $15.23 $15.36 $14.50
1. Includes all leased space. Based on percentage of gross annual rental revenue. Gross annual rental revenue represents 2013 consolidated and joint venture combined base rental revenue
for the portfolio. Excludes specialty leasing agreements with terms in excess of 12 months.
2. Based on base minimum rent per square foot as of December 31, 2013.
3. Reflects average base minimum rent for both month-to-month leases and leases expiring in 2014, weighted by square feet.
JUNE 2014
WASHINGTON PRIME GROUP10
Florida Portfolio Highlights
• % Total 2013 NOI (at share): 18.7%
• 2013 NOI growth: 3.0%
• Occupancy (as of 12/31/13): 91.3%
Geographic Footprint Key Statistics
Sample Properties
Boynton Beach Mall
Edison Mall
Gulf View Square
Melbourne Square
Westland Park Plaza
Gaitway Plaza
Port Charlotte Town Center
Seminole Town Center
Waterford Lakes Town Center
Royal Eagle Plaza
University Town Plaza
West Town Corners
Open Air CentersMalls
Paddock Mall
Highland Lakes Center
Orange Park Mall
Edison Mall
1,053K SF
94.2% leased
3.0% of Total 2013 NOI
Waterford Lakes
994K SF
99.0% leased
3.4% of Total 2013 NOI
Properties are well positioned to benefit from population growth and the ongoing recovery of
the Florida housing market and economy
JUNE 2014
• % Total 2013 NOI (at share): 16.3%
• 2013 NOI growth: 5.6%
• Occupancy (as of 12/31/13): 93.7%
WASHINGTON PRIME GROUP11
Texas Portfolio Highlights
Geographic Footprint Key Statistics
Sample Properties
Portfolio has significant exposure to desirable Austin market and benefits from an overall
robust Texas economy
Open Air CentersMalls
Richardson Square
Irving Mall
Shops @ Northeast Mall
Longview Mall
Sunland Park Mall
Gateway Centers Lakeline Plaza & Village
Shops @ Arbor Walk
Wolf Ranch
Rolling Oaks Mall
Palms Crossing (incl Phase II land) Valle Vista Mall
Arboretum
Gateway Centers
512K SF
95.0% leased
1.7% of Total 2013 NOI
Sunland Park Mall
922K SF
96.4% leased
1.6% of Total 2013 NOI
JUNE 2014
WASHINGTON PRIME GROUP12
Midwest Portfolio Highlights
Significant, stable cash flow generated from key Midwest markets
OHIO
Sample Properties
Great Lakes
Mall
Lima Mall
Richmond
Town Square
Southern
Park Mall
Lima Center
ILLINOIS INDIANA
Lincolnwood Town Center
Northwoods Shopping
Center
River Oaks Center
Bloomingdale Court
Countryside Plaza
Forest Plaza
Lake Plaza
Lake View Plaza
Lincoln Crossing
Matteson Plaza
White Oaks Plaza &
Convention Center
Muncie Mall
Markland Mall
Clay Terrace
Greenwood Plus
Keystone Shoppes
Markland Plaza Muncie Plaza
New Castle Plaza
Northwood Plaza
Tippecanoe Plaza
University Center
Village Park Plaza
Washington Plaza
Key Statistics
Open Air CentersMalls
Lincolnwood
Town Center
421K SF
94.0% leased
1.6% of Total 2013 NOI
Northwoods
Shopping Center
693K SF
96.7% leased
1.9% of Total 2013 NOI
Muncie Mall
635K SF
99.5% leased
1.3% of Total 2013 NOI
Great Lakes Mall
1,232K SF
91.5% leased
1.9% of Total 2013 NOI
• % Total 2013 NOI (at share): 22.0%
• 2013 NOI growth: 1.3%
• Occupancy (as of 12/31/13): 95.5%
JUNE 2014
WASHINGTON PRIME GROUP13
Proven Management
• Current SPG Mall team will continue to lease and manage mall format assets, subject
to direction from WPG CEO, Mark Ordan
• Existing SPG Community / Lifestyle Center Team (now a part of WPG), led by Myles
Minton, will continue to lease and manage open air assets
• “Back office” functions, leasing, marketing, development and analysis provided by in-
place SPG team through two year property management and transition service
agreements
• Executive support and oversight from board members including SPG CEO, David
Simon, and SPG President, Rick Sokolov
• Independent board members with deep backgrounds in real estate, investing,
technology, accounting and financial controls and governance
JUNE 2014
WASHINGTON PRIME GROUP14
Beneficial Ongoing Relationship with SPG
• Services provided include IT, accounts payable, payroll, other financial
functions, select engineering support and other administrative services
• Charges anticipated to be breakeven to WPG
• Two year term
Transition
Services
Agreement
• SPG will manage, lease, maintain and operate our enclosed malls under
the direction of our executive management team
• We will pay annual property management fees to SPG ranging
from 2.5 to 4.0% of base minimum and percentage rents
• SPG will also be paid fees for its leasing and development services
at each of these enclosed malls
• Initial two year term with automatic one year renewals unless
terminated by either party
Property
Management
Agreements
We will benefit from SPG’s property management, leasing and development functions and the
efficiency and continuity arising from SPG continuing to provide administrative functions
JUNE 2014
WASHINGTON PRIME GROUP15
Dedicated Management Team
• 20+ years of Corporate Financial Management
• Former CAO and CFO of Sunrise Senior Living, helped lead turnaround
• Former VP Accounting / Finance, The Mills Corporation and JER
Mark Ordan
Chief Executive Officer
Marc Richards
Chief Financial Officer
Myles Minton
Chief Operating Officer
• President of Simon Property Group’s Community / Lifestyle Centers division
• Former development VP for The Cambridge Company Development Corp.
• Senior VP, Capital Markets Group / Legal at Simon Property Group
• Former Real Estate Attorney at Morgan Stanley Mortgage Capital
Robert Demchak
General Counsel
• 25 years of senior banking and capital markets experience
• Senior leadership roles at Simon Property Group and The Mills Corporation
• Former VP Commercial Real Estate at SunTrust Bank
Michael Gaffney
Senior VP, Head of
Capital Markets
• CEO & Board Member for 25 years of private and public retail and real estate companies
• Led turnaround and sale of Sunrise Senior Living and The Mills Corporation, both
generating outsized shareholder returns
• Former Chairman of Federal Realty; led management restructure
• Founder and Former CEO of Fresh Fields; sold to Whole Foods (NASDAQ: WFM)
External recruits and former SPG employees provide both new perspectives and continuity
JUNE 2014
WASHINGTON PRIME GROUP16
Strong Corporate Governance
• No staggered board (directors elected annually)
• Independent lead director
• Fully independent audit, compensation and governance & nominating committee
• No shareholder rights plan
Name Position Age Experience
Richard Sokolov Chairman 64 Director, President and COO of SPG since 1996
Mark Ordan CEO & Director 54 Former CEO of Sunrise Senior Living and The Mills Corporation
David Simon Director 52 Director of SPG since 1993, CEO since 1995 and Chairman since 2007
Louis Conforti Independent Director 49
Senior Managing Director of Balyasny Asset Management and
Principal of Colony Capital
Robert Laikin Independent Director 50 Founder, Chairman and CEO of BrightPoint, Inc
Jacquelyn Soffer Independent Director 48 Principal for Turnberry Associates
Marvin White Independent Director 52 System VP and CFO of St. Vincent Hospital in Indianapolis
Board of Directors
A focus on shareholder value through an experienced and aligned board, shareholder-friendly
governance provisions and a continued relationship with SPG
JUNE 2014
WASHINGTON PRIME GROUP17
Value-Add Redevelopment Capabilities
$31.6mm $30.6mm
$73.6mm
$44.3mm
2011 2012 2013 2014 / 2015
Approved Planned
Development
Activity 1
Redevelopment Activity – Investment at Share Recently Added or Expanded Anchor Tenants
Substantial investment has been made in WPG’s assets to attract and expand key anchor
tenants
A pipeline of approximately $200 million of future redevelopment projects has been identified
1. Based on amounts approved as of December 31, 2013.
JUNE 2014
WASHINGTON PRIME GROUP18
Redevelopment Case Study: University Town Plaza
• $28 million invested
• Enclosed mall space demolished, property
converted into a community shopping
center
• Maintained existing anchors while
expanding tenant base with small shops,
restaurants and the following additional
anchors:
• Yield: 9.1%
SPG TO PROVIDE
PICTURE
Before
After
Reconfiguring an existing enclosed mall to an open air shopping center
Complementary retail assets enable us to employ a broad array of leasing, management and
development strategies to make each property as productive as possible
JUNE 2014
WASHINGTON PRIME GROUP19
Substantial Ground-Up New Development Capabilities
• Experienced team with proven track
record of successful ground-up
developments
— Top four development executives
have an average of 24 years’
experience
• 35 of our assets were developed from the
ground up by WPG team
• We see opportunities for focused new
development projects to satisfy demand
from existing and prospective tenants
seeking to open new stores or test new
store formats
• Already identified $100 million pipeline of
ground-up development projects
— Fairfield Town Center (Houston, TX)
— Palms Crossing Phase II (McAllen, TX)
Select Initial Assets Developed by WPG
Waterford Lakes
Orlando, FL
Year Built: 1999
949,933 sq. ft.
ROI: 14.9%
Clay Terrace
Carmel, IN
Year Built: 2004
576,787 sq. ft.
ROI: 10.5%
Shops at Arbor Walk
Austin, TX
Year Built: 2006
458,467 sq. ft.
ROI: 11.1%
Wolf Ranch
Georgetown, TX
Year Built: 2005
627,804 sq. ft.
ROI: 8.3%
Note: Data is as of December 31, 2013 unless otherwise stated.
JUNE 2014
WASHINGTON PRIME GROUP20
Limited New Supply Environment
2.8%
2.5%
1.1%
0.4% 0.3% 0.2% 0.2%
2007 2008 2009 2010 2011 2012 2013
1.6%
1.9%
0.9%
0.2% 0.2%
0.1%
0.2%
2007 2008 2009 2010 2011 2012 2013
New Community Center Supply1
New Mall Supply1
Source: ICSC / CoStar.
1. Based on year-over-year GLA growth.
New construction in the retail real estate industry is at a 30-year cyclical low
JUNE 2014
WASHINGTON PRIME GROUP21
Significant Acquisition Opportunities
• Key acquisition investment criteria:
— Attractive “going-in” cap rate
— Near-term re-tenanting opportunities
— Expansion potential
— Above average growth prospects
• Fragmented ownership of shopping
centers offers significant acquisition
opportunities for WPG’s accomplished
and dedicated management team
• Ability to acquire malls and community
centers given existing diverse portfolio
and management’s complementary skills
• WPG’s strong balance sheet enhances
acquisition prospects
• WPG has the ability to offer an attractive
equity currency to sellers seeking tax-
deferral and/or other benefits
Selected Acquisitions by WPG Team
Arboretum
Austin, TX
Year Acquired: 1998
194,972 sq. ft.
ROI: 10.3%
Mesa Mall
Grand Junction, CO
Year Acquired: 1998
880,469 sq. ft.
ROI: 9.3%
Charlottesville Fashion Square
Charlottesville, VA
Year Acquired: 1997
576,748 sq. ft.
ROI: 9.3%
Denver West
Denver, CO
Year Acquired: 2007
310,911 sq. ft.
ROI: 11.7%
Gateway Centers
Austin, TX
Year Acquired: 2004
512,414 sq. ft.
ROI: 6.2%
Note: Data is as of December 31, 2013 unless otherwise stated.
JUNE 2014
WASHINGTON PRIME GROUP22
Strong, Investment Grade Balance Sheet
1. Revolving credit facility and/or term loan can be increased by up to $400 million (for a maximum of $1.8 billion in total) via the exercise of the accordion feature.
 Strong, investment grade ratings
— S&P: BBB (Stable)
— Moody’s: Baa2 (Stable)
— Fitch: BBB (Stable)
 Low leverage
— Net Debt / TTM NOI of 4.7x
— Fixed Charge Coverage of 3.8x
 Access to multiple sources of capital
 Strong and immediate liquidity to fund growth opportunities
— $900 million revolving credit facility ($797 million current availability)1
 Primarily fixed-rate debt
 Limited number of joint ventures
— Enhances portfolio control and flexibility
JUNE 2014
WASHINGTON PRIME GROUP23
Strong, Investment Grade Balance Sheet
Unsecured
Term Loan
25%
Secured
Mortgage
Debt
70%
Unsecured Revolving
Credit Facility
5%
Opening Balance Sheet1
Debt Maturity Schedule1
27 55
823
61
8
103
500
$64 $88
$293
$40 $4
$658
$831
2014 2015 2016 2017 2018 2019 Thereafter
Consolidated Mortgage Debt (at share) Unconsolidated Mortgage Debt (at share) Revolving Credit Facility TermLoan
Total: $1,978mm
Note: $ in millions. Assumes extension options on revolving credit facility and term loan are exercised.
1. As of December 31, 2013, pro forma for borrowings and refinancings subsequent to December 31, 2013.
 Well-staggered profile with limited near
term maturities
 Large, diverse pool of unencumbered assets
provides financial flexibility
— 59 assets (60% of total)
— 29.9mm sq. ft. (56% of total)
— $234mm of NOI (56% of total)
JUNE 2014
WASHINGTON PRIME GROUP24
Balance Sheet Positioned for Growth
25%
78%
73%
68%
61%
58% 58% 57%
49%
44%
WPG BRX KIM RSE CBL DDR PEI REG WRI GRT
4.7x
9.0x
7.9x 7.8x
7.3x
7.1x 6.9x
6.5x
6.1x
5.8x
WPG RSE GRT DDR CBL REG BRX PEI WRI KIM
40%
68% 67%
63%
60%
55% 54%
51%
49%
46%
WPG RSE REG CBL BRX KIM GRT DDR PEI WRI
Net Debt / TTM NOI¹ Debt / Total Undepreciated Assets2 Percentage of Total Debt Maturing
Prior to December 31, 2018
Low-leveraged balance sheet positions the company to capitalize on growth opportunities
Source: Company filings as of December 31, 2013.
Note: Assumes all debt extension options are exercised. Debt balances include pro rata share of joint venture debt. WPG data is pro forma for borrowings and refinancings subsequent to
December 31, 2013.
1. TTM NOI is calculated for the twelve months ending December 31, 2013.
2. Total undepreciated assets calculated as the sum of total assets and accumulated depreciation.
Stronger balance sheet than peers is a distinct competitive advantage
JUNE 2014
WASHINGTON PRIME GROUPMAY 2014
Appendix
WASHINGTON PRIME GROUPJUNE 2014
WASHINGTON PRIME GROUP26
Reconciliation of Net Operating Income (“NOI”)
($ in 000s)
Three Months Ended March 31, Year Ended December 31,
Reconciliation of net income to NOI: 2014 2013 2013 2012
Consolidated net income $41,502 $55,853 $187,334 $156,390
Depreciation and amortization of consolidated and unconsolidated entities 49,846 49,053 197,905 203,165
Interest expense of consolidated and unconsolidated entities 17,468 17,189 69,380 72,630
Income, other taxes and other 2,754 5,019 14,221 23,194
Less: Gain on sale of interests in properties (219) (14,801) (14,640) (4,124)
Total NOI of our portfolio $111,351 $112,313 $454,200 $451,255
Less: Joint venture partners' share of NOI (8,194) (9,843) (36,079) (40,347)
Our share of NOI $103,157 $102,470 $418,121 $410,908
Increase in our share of NOI from prior period 0.7% 1.8%
Total NOI of our portfolio $454,200 $451,255
NOI from non-comparable properties 5,469 15,223
Total NOI of comparable properties $448,731 $436,032
Increase in NOI of comparable properties 2.9%
JUNE 2014

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Wpg june 2014 presentation (2)

  • 1. WASHINGTON PRIME GROUPMAY 2014 Washington Prime Group June 2014 Presentation JUNE 2014 WASHINGTON PRIME GROUP
  • 2. JUNE 2014 WASHINGTON PRIME GROUP Disclaimer 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 WPG’s filings with the SEC. 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. 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 March 31, 2014. This investor presentation includes forward-looking statements regarding estimated non-GAAP measures of initial year net operating income, or NOI, for WPG based upon the assets currently expected to be included in WPG. While these forward-looking figures are only estimates (including that they are subject to the factors noted above under “Forward-Looking Statements”), WPG believes that NOI is 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 WPG 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. More information is available at www.washingtonprime.com. 2
  • 3. WASHINGTON PRIME GROUP3 Introduction Washington Prime is a unique new retail REIT, spun from its Simon Property Group roots. WPG combines a national, very profitable real estate portfolio with an investment grade balance sheet as well as a proven and aggressive management team and board, to grow in the fragmented U.S. community-vital shopping center sector. WPG is neither a mall company nor a strip center company and will leverage its expertise across the entire shopping center space including community center, lifestyle center and mall-format properties. We are a "franchise value" shopping center platform poised to grow. JUNE 2014
  • 4. WASHINGTON PRIME GROUP4 The Company  Portfolio: 98 property diversified, stable cash flow national shopping center portfolio  Financial strength: Sector leading balance sheet with an investment grade rating (S&P: BBB (Stable) / Moody’s: Baa2 (Stable) / Fitch: BBB (Stable))  Growth strategies: — Internal growth through rent and occupancy gains — Redevelopment of existing properties — New ground-up development — Acquisitions building on WPG’s national platform for locally important and productive retail assets  Management: Long and successful track-record  SPG relationship: Ongoing relationship with the leadership and management of the Simon Property Group  Attractive dividend: Expected to be at least $1.00 per WPG share annually Washington Prime is a newly formed company which was spun off from Simon Property Group effective May 28, 2014 JUNE 2014
  • 5. WASHINGTON PRIME GROUP5 Overview  $100 million of identified opportunities  Proven track record of successful new developments  Opportunity enhanced by limited new supply  $200 million identified redevelopment pipeline  Additions of anchors  Additions of other mixed-use components  Specialty store expansions  Rigorous asset management  Innovative tenanting approaches  Strategic capital allocation Internal Growth Redevelopment of Existing Assets New Ground-Up Development Strong, investment grade balance sheet supports pursuit of attractive growth opportunities  Highly fragmented ownership in the local shopping center universe  Extensive transaction experience  Attractive low cost of capital Opportunistic Acquisitions Use our financial strength, portfolio stability and management acumen to deliver attractive total returns to shareholders JUNE 2014
  • 6. WASHINGTON PRIME GROUP6 The Portfolio Shopping centers well-diversified by size and geography FL 18.8% TX 14.3% IL 10.0% OH 8.3% IN 6.1% VA 5.2% KS 4.1% CO 3.7% TN 3.4% IA 2.8% Other 23.1% Portfolio Highlights NOI Composition by Region2Size Diversity1 Geographic Diversityof Sq. Ft. Performance Snapshot >500KSF 50 Assets (51%)200-500KSF 29 Assets (30%) <200KSF 19 Assets (19%) Florida 19% Texas 14% Midwest 22% Other 45% Total 2013 NOI (at share) $418mm 2013 Comparable NOI Growth (∆ from 2012) 2.9% December 31, 2013 Occupancy 92.8% Change from December 31, 2012 90 bps  Footprints ranging from 100K – 1.2 million sq. ft.  Presence in 23 states  No property accounts for >3% of total annual base minimum rental revenue  Assets generally sized to market demand Note: Data is as of December 31, 2013 unless otherwise stated. See Appendix for a reconciliation of net income to NOI. 1. Based on percentage of total square feet. 2. Based on WPG’s share of NOI for year ended December 31, 2013. JUNE 2014
  • 7. WASHINGTON PRIME GROUP7 Diversified Tenant Base No tenant accounts for more than 2.5% of total annual minimum base rental revenues Top Inline Store Tenants1 Top Anchors1 % of Total % of Total % of Total % of Total Portfolio Base Portfolio Base Tenant Stores SF (000s) Sq. Ft. Min. Rent 2 Tenant Stores SF (000s) Sq. Ft. Min. Rent 2 99 474 0.9% 2.5% 16 702 1.3% 1.6% 106 431 0.8% 2.4% 37 4,752 9.0% 1.3% Group Inc. 89 454 0.9% 1.7% 14 1,216 2.3% 1.3% welers, Inc. 56 95 0.2% 1.7% 15 479 0.9% 1.0% 80 73 0.1% 1.5% 7 418 0.8% 1.0% Group SPA 78 210 0.4% 1.4% 12 368 0.7% 0.9% 93 134 0.3% 1.2% 10 860 1.6% 0.8% 40 221 0.4% 1.2% 8 406 0.8% 0.8% sh Line, Inc. 38 215 0.4% 1.1% 43 6,221 11.8% 0.7% 27 359 0.7% 1.0% 13 1,727 3.3% 0.0% Total 706 2,667 5.1% 15.7% Total 175 17,149 32.5% 9.4% 1. Sorted by percentage of total base minimum rent. 2. Total base minimum rent represents 2013 combined base rental revenues. JUNE 2014
  • 8. WASHINGTON PRIME GROUP8 Stable Operating Platform Note: Data is as of December 31, 2013 for all open air center square footage and mall small shop square footage unless otherwise stated. $18.65 $18.81 $18.86 2011 2012 2013 • Approximately 1,500 new and renewed leases • Over 4.6 millionsquare feet • New leasing activity is at rates above portfolio average rent Increasing Occupancy Strong New Leasing Results Stable Rent per Square Foot Significant Leasing Activity (2012-2013) 91.4% 91.9% 92.8% 2011 2012 2013 $17.79 $27.64 $19.41 $21.06 Initial Base Minimum Rent PSF Tenant Allowance PSF 2012 2013 JUNE 2014
  • 9. WASHINGTON PRIME GROUP9 Well-Staggered Lease Expiration Schedules Lease Expiration Schedules1 InlineStoresand Freestanding AnchorTenants 9.4% 11.5% 10.9% 8.5% 6.9% 4.9% MTM/ 2014 2015 2016 2017 2018 2019 1.1% 2.6% 2.9% 1.9% 3.1% 1.7% MTM/ 2014 2015 2016 2017 2018 2019 Wtd. Avg. Base Rent PSF of All Expiring Leases1,2 $17.593 $16.40 $15.00 $15.23 $15.36 $14.50 1. Includes all leased space. Based on percentage of gross annual rental revenue. Gross annual rental revenue represents 2013 consolidated and joint venture combined base rental revenue for the portfolio. Excludes specialty leasing agreements with terms in excess of 12 months. 2. Based on base minimum rent per square foot as of December 31, 2013. 3. Reflects average base minimum rent for both month-to-month leases and leases expiring in 2014, weighted by square feet. JUNE 2014
  • 10. WASHINGTON PRIME GROUP10 Florida Portfolio Highlights • % Total 2013 NOI (at share): 18.7% • 2013 NOI growth: 3.0% • Occupancy (as of 12/31/13): 91.3% Geographic Footprint Key Statistics Sample Properties Boynton Beach Mall Edison Mall Gulf View Square Melbourne Square Westland Park Plaza Gaitway Plaza Port Charlotte Town Center Seminole Town Center Waterford Lakes Town Center Royal Eagle Plaza University Town Plaza West Town Corners Open Air CentersMalls Paddock Mall Highland Lakes Center Orange Park Mall Edison Mall 1,053K SF 94.2% leased 3.0% of Total 2013 NOI Waterford Lakes 994K SF 99.0% leased 3.4% of Total 2013 NOI Properties are well positioned to benefit from population growth and the ongoing recovery of the Florida housing market and economy JUNE 2014
  • 11. • % Total 2013 NOI (at share): 16.3% • 2013 NOI growth: 5.6% • Occupancy (as of 12/31/13): 93.7% WASHINGTON PRIME GROUP11 Texas Portfolio Highlights Geographic Footprint Key Statistics Sample Properties Portfolio has significant exposure to desirable Austin market and benefits from an overall robust Texas economy Open Air CentersMalls Richardson Square Irving Mall Shops @ Northeast Mall Longview Mall Sunland Park Mall Gateway Centers Lakeline Plaza & Village Shops @ Arbor Walk Wolf Ranch Rolling Oaks Mall Palms Crossing (incl Phase II land) Valle Vista Mall Arboretum Gateway Centers 512K SF 95.0% leased 1.7% of Total 2013 NOI Sunland Park Mall 922K SF 96.4% leased 1.6% of Total 2013 NOI JUNE 2014
  • 12. WASHINGTON PRIME GROUP12 Midwest Portfolio Highlights Significant, stable cash flow generated from key Midwest markets OHIO Sample Properties Great Lakes Mall Lima Mall Richmond Town Square Southern Park Mall Lima Center ILLINOIS INDIANA Lincolnwood Town Center Northwoods Shopping Center River Oaks Center Bloomingdale Court Countryside Plaza Forest Plaza Lake Plaza Lake View Plaza Lincoln Crossing Matteson Plaza White Oaks Plaza & Convention Center Muncie Mall Markland Mall Clay Terrace Greenwood Plus Keystone Shoppes Markland Plaza Muncie Plaza New Castle Plaza Northwood Plaza Tippecanoe Plaza University Center Village Park Plaza Washington Plaza Key Statistics Open Air CentersMalls Lincolnwood Town Center 421K SF 94.0% leased 1.6% of Total 2013 NOI Northwoods Shopping Center 693K SF 96.7% leased 1.9% of Total 2013 NOI Muncie Mall 635K SF 99.5% leased 1.3% of Total 2013 NOI Great Lakes Mall 1,232K SF 91.5% leased 1.9% of Total 2013 NOI • % Total 2013 NOI (at share): 22.0% • 2013 NOI growth: 1.3% • Occupancy (as of 12/31/13): 95.5% JUNE 2014
  • 13. WASHINGTON PRIME GROUP13 Proven Management • Current SPG Mall team will continue to lease and manage mall format assets, subject to direction from WPG CEO, Mark Ordan • Existing SPG Community / Lifestyle Center Team (now a part of WPG), led by Myles Minton, will continue to lease and manage open air assets • “Back office” functions, leasing, marketing, development and analysis provided by in- place SPG team through two year property management and transition service agreements • Executive support and oversight from board members including SPG CEO, David Simon, and SPG President, Rick Sokolov • Independent board members with deep backgrounds in real estate, investing, technology, accounting and financial controls and governance JUNE 2014
  • 14. WASHINGTON PRIME GROUP14 Beneficial Ongoing Relationship with SPG • Services provided include IT, accounts payable, payroll, other financial functions, select engineering support and other administrative services • Charges anticipated to be breakeven to WPG • Two year term Transition Services Agreement • SPG will manage, lease, maintain and operate our enclosed malls under the direction of our executive management team • We will pay annual property management fees to SPG ranging from 2.5 to 4.0% of base minimum and percentage rents • SPG will also be paid fees for its leasing and development services at each of these enclosed malls • Initial two year term with automatic one year renewals unless terminated by either party Property Management Agreements We will benefit from SPG’s property management, leasing and development functions and the efficiency and continuity arising from SPG continuing to provide administrative functions JUNE 2014
  • 15. WASHINGTON PRIME GROUP15 Dedicated Management Team • 20+ years of Corporate Financial Management • Former CAO and CFO of Sunrise Senior Living, helped lead turnaround • Former VP Accounting / Finance, The Mills Corporation and JER Mark Ordan Chief Executive Officer Marc Richards Chief Financial Officer Myles Minton Chief Operating Officer • President of Simon Property Group’s Community / Lifestyle Centers division • Former development VP for The Cambridge Company Development Corp. • Senior VP, Capital Markets Group / Legal at Simon Property Group • Former Real Estate Attorney at Morgan Stanley Mortgage Capital Robert Demchak General Counsel • 25 years of senior banking and capital markets experience • Senior leadership roles at Simon Property Group and The Mills Corporation • Former VP Commercial Real Estate at SunTrust Bank Michael Gaffney Senior VP, Head of Capital Markets • CEO & Board Member for 25 years of private and public retail and real estate companies • Led turnaround and sale of Sunrise Senior Living and The Mills Corporation, both generating outsized shareholder returns • Former Chairman of Federal Realty; led management restructure • Founder and Former CEO of Fresh Fields; sold to Whole Foods (NASDAQ: WFM) External recruits and former SPG employees provide both new perspectives and continuity JUNE 2014
  • 16. WASHINGTON PRIME GROUP16 Strong Corporate Governance • No staggered board (directors elected annually) • Independent lead director • Fully independent audit, compensation and governance & nominating committee • No shareholder rights plan Name Position Age Experience Richard Sokolov Chairman 64 Director, President and COO of SPG since 1996 Mark Ordan CEO & Director 54 Former CEO of Sunrise Senior Living and The Mills Corporation David Simon Director 52 Director of SPG since 1993, CEO since 1995 and Chairman since 2007 Louis Conforti Independent Director 49 Senior Managing Director of Balyasny Asset Management and Principal of Colony Capital Robert Laikin Independent Director 50 Founder, Chairman and CEO of BrightPoint, Inc Jacquelyn Soffer Independent Director 48 Principal for Turnberry Associates Marvin White Independent Director 52 System VP and CFO of St. Vincent Hospital in Indianapolis Board of Directors A focus on shareholder value through an experienced and aligned board, shareholder-friendly governance provisions and a continued relationship with SPG JUNE 2014
  • 17. WASHINGTON PRIME GROUP17 Value-Add Redevelopment Capabilities $31.6mm $30.6mm $73.6mm $44.3mm 2011 2012 2013 2014 / 2015 Approved Planned Development Activity 1 Redevelopment Activity – Investment at Share Recently Added or Expanded Anchor Tenants Substantial investment has been made in WPG’s assets to attract and expand key anchor tenants A pipeline of approximately $200 million of future redevelopment projects has been identified 1. Based on amounts approved as of December 31, 2013. JUNE 2014
  • 18. WASHINGTON PRIME GROUP18 Redevelopment Case Study: University Town Plaza • $28 million invested • Enclosed mall space demolished, property converted into a community shopping center • Maintained existing anchors while expanding tenant base with small shops, restaurants and the following additional anchors: • Yield: 9.1% SPG TO PROVIDE PICTURE Before After Reconfiguring an existing enclosed mall to an open air shopping center Complementary retail assets enable us to employ a broad array of leasing, management and development strategies to make each property as productive as possible JUNE 2014
  • 19. WASHINGTON PRIME GROUP19 Substantial Ground-Up New Development Capabilities • Experienced team with proven track record of successful ground-up developments — Top four development executives have an average of 24 years’ experience • 35 of our assets were developed from the ground up by WPG team • We see opportunities for focused new development projects to satisfy demand from existing and prospective tenants seeking to open new stores or test new store formats • Already identified $100 million pipeline of ground-up development projects — Fairfield Town Center (Houston, TX) — Palms Crossing Phase II (McAllen, TX) Select Initial Assets Developed by WPG Waterford Lakes Orlando, FL Year Built: 1999 949,933 sq. ft. ROI: 14.9% Clay Terrace Carmel, IN Year Built: 2004 576,787 sq. ft. ROI: 10.5% Shops at Arbor Walk Austin, TX Year Built: 2006 458,467 sq. ft. ROI: 11.1% Wolf Ranch Georgetown, TX Year Built: 2005 627,804 sq. ft. ROI: 8.3% Note: Data is as of December 31, 2013 unless otherwise stated. JUNE 2014
  • 20. WASHINGTON PRIME GROUP20 Limited New Supply Environment 2.8% 2.5% 1.1% 0.4% 0.3% 0.2% 0.2% 2007 2008 2009 2010 2011 2012 2013 1.6% 1.9% 0.9% 0.2% 0.2% 0.1% 0.2% 2007 2008 2009 2010 2011 2012 2013 New Community Center Supply1 New Mall Supply1 Source: ICSC / CoStar. 1. Based on year-over-year GLA growth. New construction in the retail real estate industry is at a 30-year cyclical low JUNE 2014
  • 21. WASHINGTON PRIME GROUP21 Significant Acquisition Opportunities • Key acquisition investment criteria: — Attractive “going-in” cap rate — Near-term re-tenanting opportunities — Expansion potential — Above average growth prospects • Fragmented ownership of shopping centers offers significant acquisition opportunities for WPG’s accomplished and dedicated management team • Ability to acquire malls and community centers given existing diverse portfolio and management’s complementary skills • WPG’s strong balance sheet enhances acquisition prospects • WPG has the ability to offer an attractive equity currency to sellers seeking tax- deferral and/or other benefits Selected Acquisitions by WPG Team Arboretum Austin, TX Year Acquired: 1998 194,972 sq. ft. ROI: 10.3% Mesa Mall Grand Junction, CO Year Acquired: 1998 880,469 sq. ft. ROI: 9.3% Charlottesville Fashion Square Charlottesville, VA Year Acquired: 1997 576,748 sq. ft. ROI: 9.3% Denver West Denver, CO Year Acquired: 2007 310,911 sq. ft. ROI: 11.7% Gateway Centers Austin, TX Year Acquired: 2004 512,414 sq. ft. ROI: 6.2% Note: Data is as of December 31, 2013 unless otherwise stated. JUNE 2014
  • 22. WASHINGTON PRIME GROUP22 Strong, Investment Grade Balance Sheet 1. Revolving credit facility and/or term loan can be increased by up to $400 million (for a maximum of $1.8 billion in total) via the exercise of the accordion feature.  Strong, investment grade ratings — S&P: BBB (Stable) — Moody’s: Baa2 (Stable) — Fitch: BBB (Stable)  Low leverage — Net Debt / TTM NOI of 4.7x — Fixed Charge Coverage of 3.8x  Access to multiple sources of capital  Strong and immediate liquidity to fund growth opportunities — $900 million revolving credit facility ($797 million current availability)1  Primarily fixed-rate debt  Limited number of joint ventures — Enhances portfolio control and flexibility JUNE 2014
  • 23. WASHINGTON PRIME GROUP23 Strong, Investment Grade Balance Sheet Unsecured Term Loan 25% Secured Mortgage Debt 70% Unsecured Revolving Credit Facility 5% Opening Balance Sheet1 Debt Maturity Schedule1 27 55 823 61 8 103 500 $64 $88 $293 $40 $4 $658 $831 2014 2015 2016 2017 2018 2019 Thereafter Consolidated Mortgage Debt (at share) Unconsolidated Mortgage Debt (at share) Revolving Credit Facility TermLoan Total: $1,978mm Note: $ in millions. Assumes extension options on revolving credit facility and term loan are exercised. 1. As of December 31, 2013, pro forma for borrowings and refinancings subsequent to December 31, 2013.  Well-staggered profile with limited near term maturities  Large, diverse pool of unencumbered assets provides financial flexibility — 59 assets (60% of total) — 29.9mm sq. ft. (56% of total) — $234mm of NOI (56% of total) JUNE 2014
  • 24. WASHINGTON PRIME GROUP24 Balance Sheet Positioned for Growth 25% 78% 73% 68% 61% 58% 58% 57% 49% 44% WPG BRX KIM RSE CBL DDR PEI REG WRI GRT 4.7x 9.0x 7.9x 7.8x 7.3x 7.1x 6.9x 6.5x 6.1x 5.8x WPG RSE GRT DDR CBL REG BRX PEI WRI KIM 40% 68% 67% 63% 60% 55% 54% 51% 49% 46% WPG RSE REG CBL BRX KIM GRT DDR PEI WRI Net Debt / TTM NOI¹ Debt / Total Undepreciated Assets2 Percentage of Total Debt Maturing Prior to December 31, 2018 Low-leveraged balance sheet positions the company to capitalize on growth opportunities Source: Company filings as of December 31, 2013. Note: Assumes all debt extension options are exercised. Debt balances include pro rata share of joint venture debt. WPG data is pro forma for borrowings and refinancings subsequent to December 31, 2013. 1. TTM NOI is calculated for the twelve months ending December 31, 2013. 2. Total undepreciated assets calculated as the sum of total assets and accumulated depreciation. Stronger balance sheet than peers is a distinct competitive advantage JUNE 2014
  • 25. WASHINGTON PRIME GROUPMAY 2014 Appendix WASHINGTON PRIME GROUPJUNE 2014
  • 26. WASHINGTON PRIME GROUP26 Reconciliation of Net Operating Income (“NOI”) ($ in 000s) Three Months Ended March 31, Year Ended December 31, Reconciliation of net income to NOI: 2014 2013 2013 2012 Consolidated net income $41,502 $55,853 $187,334 $156,390 Depreciation and amortization of consolidated and unconsolidated entities 49,846 49,053 197,905 203,165 Interest expense of consolidated and unconsolidated entities 17,468 17,189 69,380 72,630 Income, other taxes and other 2,754 5,019 14,221 23,194 Less: Gain on sale of interests in properties (219) (14,801) (14,640) (4,124) Total NOI of our portfolio $111,351 $112,313 $454,200 $451,255 Less: Joint venture partners' share of NOI (8,194) (9,843) (36,079) (40,347) Our share of NOI $103,157 $102,470 $418,121 $410,908 Increase in our share of NOI from prior period 0.7% 1.8% Total NOI of our portfolio $454,200 $451,255 NOI from non-comparable properties 5,469 15,223 Total NOI of comparable properties $448,731 $436,032 Increase in NOI of comparable properties 2.9% JUNE 2014