We are pleased to inform you that on , 2014, the board of directors of Simon Property Group, Inc. ("SPG") declared the distribution of common shares of Washington Prime Group Inc. ("WPG"), a wholly owned subsidiary of SPG, to SPG shareholders. WPG holds, directly or indirectly, SPG's interests in 44 smaller enclosed malls and 54 strip centers.

This is a significant transaction which we believe will unlock the potential of the strip centers and malls to be owned by WPG. We believe we are creating a new company that has both a strong SPG heritage and all of the requisite tools and financial strength needed to grow its business and succeed. At the same time, this transaction allows SPG to focus on its global portfolio of larger malls, Mills® and Premium Outlets® while maintaining its strong balance sheet and conservative leverage profile.

The distribution of WPG common shares will occur on , 2014 by way of a pro rata special dividend to SPG shareholders. Each SPG shareholder will be entitled to receive one WPG common share for every two shares of SPG common stock held by such shareholder as of the close of business on , 2014, which is the record date for the distribution. The WPG common shares will be issued in book-entry form only, which means that no physical share certificates will be issued. We expect that the separation and distribution will be tax-free to SPG shareholders.

SPG shareholder approval of the distribution is not required, and you are not required to take any action to receive your WPG common shares. Following the distribution, you will own shares in both SPG and WPG. The number of shares of SPG stock that you own will not change as a result of this distribution. SPG's common stock will continue to trade on the New York Stock Exchange under the symbol "SPG." WPG has been approved to list its common shares on the New York Stock Exchange under the symbol "WPG."

The information statement, which is being mailed to all holders of SPG common stock as of the record date for the distribution, describes the distribution in detail and contains important information about WPG, its business, financial condition and operations. We urge you to read the information statement carefully.

We want to thank you for your continued support of SPG, and we look forward to your future support of WPG.

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

This information statement is being furnished in connection with the distribution by Simon Property Group, Inc. ("SPG") to its shareholders of all of the outstanding common shares of Washington Prime Group Inc. ("WPG"), a wholly owned subsidiary of SPG that will hold directly or indirectly certain assets and liabilities associated with SPG's strip center business and smaller enclosed malls. To implement the distribution, SPG will distribute all of WPG common shares on a pro rata basis to the SPG shareholders in a transaction that is intended to qualify as tax-free for U.S. federal income tax purposes.

For every two shares of SPG common stock held of record by you as of the close of business on , 2014, the record date for the distribution, you will receive one WPG common share. You will receive cash in lieu of any fractional WPG common shares that you would have received after application of the above ratio. As discussed under "The Separation — Trading Between the Record Date and Distribution Date," if you sell your shares of SPG common stock in the "regular-way" market after the record date and before the distribution, you also will be selling your right to receive WPG common shares in connection with the separation. We expect the WPG common shares to be distributed by SPG to you on , 2014. We refer to the date of the distribution of the WPG common shares as the "distribution date."

No vote of SPG shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send SPG a proxy in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing shares of SPG common stock or take any other action to receive your WPG common shares.

There is no current trading market for WPG common shares, although we expect that a limited market, commonly known as a "when-issued" trading market, will develop on or shortly before the record date for the distribution, and we expect "regular-way" trading of WPG common shares to begin on the first trading day following the completion of the distribution. WPG has applied to have its common shares authorized for listing on the New York Stock Exchange under the symbol WPG.

WPG intends to elect and qualify to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes, from and after WPG's taxable year that includes the distribution. To assist WPG in qualifying as a REIT, among other purposes, WPG's amended and restated articles of incorporation will contain various restrictions on the ownership and transfer of its capital stock, including a provision pursuant to which shareholders will generally be restricted from owning more than 8% by value or number of shares, whichever is more restrictive, of its outstanding shares of capital stock. Please refer to "Description of Our Capital Stock — Restrictions on Ownership and Transfer of Our Capital Stock."

In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 27.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This information statement was first mailed to SPG shareholders on or about , 2014.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about WPG assumes the completion of all of the transactions referred to in this information statement in connection with the separation. Unless the context otherwise requires, references in this information statement to "WPG," "our company," "the company," "us," "our," and "we" refer to Washington Prime Group Inc., an Indiana corporation, and its combined subsidiaries. References to WPG's historical business and operations refer to the business and operations of SPG's strip center and smaller enclosed mall businesses that will be transferred to WPG in connection with the separation. Unless the context otherwise requires, references in this information statement to "SPG," "Simon," "Simon Property" and "Simon Property Group" refer to Simon Property Group, Inc., a Delaware corporation, and its consolidated subsidiaries. Except as otherwise indicated or unless the context otherwise requires, all references to WPG per share data assume a distribution ratio of one WPG share for every two shares of SPG.

INFORMATION STATEMENT SUMMARY

The following is a summary of material information discussed in this information statement. This summary may not contain all of the details concerning the separation or other information that may be important to you. To better understand the separation and WPG's business and financial position, you should carefully review this entire information statement. Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of all of the transactions referred to in this information statement in connection with the separation. Unless the context otherwise requires, references in this information statement to "WPG," "our company," "the company," "us," "our," and "we" refer to Washington Prime Group Inc., an Indiana corporation, and its combined subsidiaries. Unless the context otherwise requires, references in this information statement to "SPG," "Simon," "Simon Property" and "Simon Property Group" refer to Simon Property Group, Inc., a Delaware corporation, and its consolidated subsidiaries.

This information statement discusses the businesses to be transferred to WPG by SPG in the separation as if the transferred businesses were WPG's businesses for all historical periods described. References in this information statement to WPG's historical assets, liabilities, products, businesses or activities are generally intended to refer to the historical assets, liabilities, products, businesses or activities of the transferred businesses as the businesses were conducted as part of SPG and its subsidiaries prior to the separation.

Our Company

Our mission will be to own stable, quality strip centers and malls that effectively serve the communities in which they are located. Upon completion of the separation, WPG will operate a large, well-diversified portfolio which is anticipated to consist of interests in 54 strip centers and 44 smaller enclosed mall properties totaling approximately 53 million square feet. Our portfolio has proven to be stable, while producing steady cash flows across market cycles, and is occupied by some of the largest, most well-recognized names in the retail industry, such as Bed Bath & Beyond, Dick's Sporting Goods, Dillard's, Kohl's, Target and Macy's.

WPG will be a retail real estate company positioned for growth. Our national portfolio, which is anticipated to consist of 98 properties in 23 states, will represent significant scale from inception. Our strong balance sheet, investment grade credit rating and status as a publicly traded company will provide us with access to multiple sources of capital. Our dedicated management team will focus on growth within our targeted asset classes. Combined, we believe these factors demonstrate that WPG will have a unique ability to act as a leading developer, re-developer and acquirer of both strip centers and malls, and will deliver attractive risk-adjusted returns to shareholders.

WPG will be led by a dedicated, independent management team and a board consisting of a majority of independent directors. WPG will also benefit from continued relationships with SPG. Richard Sokolov, SPG's President and Chief Operating Officer and member of its board of directors, will also become Chairman of the board of directors of WPG, and David Simon, Chairman and Chief Executive Officer of SPG, will also serve as a director of WPG. SPG's strip center team will become employees of WPG. This well-seasoned team has extensive experience working together in this business, and the top four executives have an average tenure of approximately 24 years at SPG.

WPG's malls will continue to receive property management services from SPG for an initial term of two years, with automatic one year renewals unless terminated by either party as of the end of the initial term or during any renewal term by either party upon 180 days prior notice to the other party. In addition, certain of WPG's support functions will be provided by SPG on a transitional basis for up to two years. We believe that the properties will be seamlessly integrated into our company due to the continuity of on-site operations, the institutional knowledge of our property management teams and our deep familiarity with the markets in which our assets are located.

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to enhance the performance of our properties and increase our revenues by, among other things, adding anchors or big-box tenants, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. In addition, we believe that there are opportunities for us to acquire additional strip center and mall assets that match our investment criteria and pursue selective, ground up development projects.

For the year ended December 31, 2013, we generated consolidated revenue of $626 million and net income of $187 million. Our share of net operating income ("NOI") for that twelve month period was $418 million. For the twelve months ended December 31, 2012, we generated consolidated revenue of $624 million and net income of

$156 million. Our share of NOI for that twelve month period was $411 million. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of net income to NOI.

The major credit rating agencies have indicated they expect to assign us an investment grade credit rating of BBB or Baa2. Upon completion of the separation, we expect to have approximately $2 billion of total debt outstanding, including approximately $1 billion of our share of existing mortgage debt and at least $1 billion of new debt which we expect to consist of a mix of secured and unsecured indebtedness.

We plan to elect to be treated as a REIT in connection with the filing of our federal income tax return for the taxable year that includes the distribution, subject to our ability to meet the requirements of a REIT at the time of election, and we intend to maintain this status in future periods. Based on the amount of WPG's REIT taxable income for the twelve-month period ended December 31, 2013 as reflected in the unaudited pro forma combined financial statements, the Company's annual dividend for that period would have been greater than $1.00 per share, assuming a distribution ratio of one WPG share for every two shares of SPG. For more information, please refer to "Dividend Policy," and for information regarding risk factors that could materially and adversely affect our ability to make distributions, please refer to "Risk Factors."

Competitive Strengths

Track record of stable operating performance provides a strong foundation from which to grow cash flow. Our portfolio has had relatively stable operating metrics. Between December 31, 2011 and December 31, 2013, ending occupancy in the mall portfolio rose from 89.4% to 90.8%. During that same period, ending occupancy in the strip center portfolio rose from 93.6% to 94.9%. As a result of the improvement in our operating metrics, comparable property NOI for the twelve month period ended December 31, 2013 rose by 2.9% for the combined portfolio relative to the twelve month period ended December 31, 2012, while net income for the twelve month period ended December 31, 2013 rose by 19.8% relative to the twelve month period ended December 31, 2012. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of net income to NOI.

Our portfolio of properties has been well-maintained while owned by SPG. SPG's operational capital expenditures (excluding tenant allowances and leasing commissions) for WPG's assets between January 1, 2011 and December 31, 2013 were approximately $57 million. We believe that this level of investment is indicative of SPG's historic commitment to maintaining the value and operating performance of the properties to be held by us, and that our properties will accordingly be well positioned to pursue growth opportunities in the future.

The diversification of WPG's portfolio further contributes to WPG's stable operating performance. Our properties are located in 23 states and are leased to a variety of tenants across the retail spectrum, including anchor stores, big-box tenants, national inline tenants, sit-down restaurants, movie theatres and regional and local retailers. No single tenant was responsible for more than 2.5%, and no single property accounted for more than 3%, of our total gross annual base minimum rental revenues for the year ended December 31, 2013. Further, as of December 31, 2013 no more than 14% of our total gross annual base minimum rental revenues is derived from leases that expire in any single calendar year. We believe that the diversity of our portfolio by geographic market, asset type and retail tenants helps to insulate us from adverse economic factors that may disproportionately affect a particular geographic region or particular consumer shopping patterns.

Dual asset class strategy enables efficient, flexible allocation of capital between two complementary categories of retail real estate. Our company invests across two complementary retail asset classes — strip centers and malls — which share similar small shop, anchor and big-box sizes, tenant bases and market area focuses. This enables us to employ a broad array of leasing, management and development strategies tailored to make each property, whether a mall or a strip center, as productive as possible. This flexibility was highlighted in 2013 at our University Town Plaza property when our strip center team invested $33 million to demolish existing enclosed mall space and convert the property into a strip center. In the process, we maintained the operation of existing anchors while expanding the tenant base to include traditional strip center tenants, such as Burlington Coat Factory, Academy Sports + Outdoors, Toys "R" Us, Inc./Babies "R" Us, Inc. and smaller tenants. This business strategy supports a flexible, opportunistic investment profile in which we seek to optimize capital deployment into each respective retail sector throughout market cycles.

year ended December 31, 2013. We believe that this is a low leverage ratio relative to our peers and is indicative of the strength of our balance sheet.

To provide additional liquidity following the separation, we are arranging a revolving credit facility under which, upon completion of the separation and subject to the satisfaction of customary conditions, we expect to have significant undrawn borrowing capacity. We expect to have access to multiple sources of capital, including offerings of our common equity, unsecured corporate debt, preferred equity and additional credit facilities, which we believe will provide us with a competitive advantage over smaller, more highly-leveraged or privately held retail companies. We may also seek to issue limited partnership interests in a limited partnership that is a direct subsidiary, named Washington Prime Group, L.P. ("WPG L.P."), in exchange for properties that we may acquire in the future.

The major credit rating agencies have indicated they expect to assign us an investment grade credit rating of BBB or Baa2.

Unique ability to act as an acquirer, developer and redeveloper of both classes of assets, driven by significant "day one" scale. We believe that our considerable size, combined with our strong balance sheet, allows us to execute larger internal and external growth strategies than our smaller and/or more highly-leveraged competitors have the capacity to undertake.

For example, our properties have benefited from development and re-development capital spending and commitments of approximately $180 million from January 1, 2011 through December 31, 2013; this spending consists primarily of initiatives to attract or expand anchor or big-box tenants. We regularly review and seek to identify development and re-development opportunities. Furthermore, our management team has substantial experience in the underwriting, structuring, due diligence and integration of real estate acquisition transactions, including experience gained while employed by SPG. We believe that our management team's experience, as well as their ability to exclusively focus on WPG's growth strategy following the separation, means that we will be well positioned to add value to underperforming assets that we seek to acquire, as well as existing assets that we seek to redevelop and new assets we decide to develop.

Well-diversified national portfolio that effectively serves tenants. WPG's portfolio is anticipated to consist of interests in 98 properties located in 23 states. Retailers will benefit from this national platform for leasing, which will provide them with the efficiency of negotiating leases at multiple locations for spaces of different sizes and within different real estate types, with just one landlord. In addition, the breadth of our footprint and the tendency of our properties to be well-located within their respective markets will help position our properties as attractive destinations for retailers.

Property Portfolio (as of December 31, 2013)

Dedicated executive management team focused exclusively on pursuing a growth oriented business strategy. Our company will be led by a dedicated executive management team that we expect will consist of a combination of individuals who were previously employed by SPG as well as externally recruited executives. This combination will provide continuity as well as new perspectives on driving growth in our business. Following the separation, WPG's executive management team will be entirely independent of SPG and each member will be exclusively focused on WPG's businesses.

Benefits of continued relationships with SPG, including board representation. We believe that our company is uniquely positioned as a result of our historical and future relationships with SPG, an S&P 100 company and a global leader in the retail real estate industry. Each of our assets was owned and managed by SPG for a number of years prior to the separation and accordingly benefited from SPG's stable operating processes, deep relationships with leading retailers, strong relations with the communities in which our properties are located and highly regarded capital allocation expertise.

The personnel responsible for the day-to-day management of WPG's portfolio will be largely unchanged following the separation. SPG's current strip center team will become employees of WPG, such that our strip centers will be managed by us under the direction of substantially the same management team that was managing these assets under SPG's ownership. We expect to enter into certain property management agreements with Simon Management Associates III, LLC, a wholly owned subsidiary of Simon Property Group, L.P., which is in turn a majority owned subsidiary of SPG, regarding management of our mall assets. We anticipate the management, leasing and development teams at SPG initially responsible for our malls will be substantially the same as the personnel currently devoted to our mall assets. At the asset level, we do not expect that there will be any material changes in the composition of the on-site personnel at either the malls or the strip centers in connection with the separation.

In addition, following the separation, Richard Sokolov, SPG's President and Chief Operating Officer and member of its board of directors, will also serve as Chairman of the board of directors of WPG, and David Simon, Chairman and Chief Executive Officer of SPG, will also serve as a director of WPG. Both Messrs. Sokolov and Simon provide a wealth of experience in the retail real estate industry and will also hold a substantial investment in WPG.

Company Strategies

Drive internal growth through rigorous asset management and capital allocation. We will seek to identify and pursue internal growth opportunities to enhance the performance of our properties through activities such as re-leasing our spaces at higher rents, increasing our occupancy rates, adding anchors or big-boxes, increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and changes to the retail use of the space. We believe that capital dedicated to anchor and big-box leasing can provide attractive risk-adjusted returns to our company, as such invested capital can be instrumental in enhancing the stability and appeal of our properties, increasing consumer shopping traffic and promoting inline or small-shop leasing, all of which should positively impact the growth in net operating income of a retail asset.

Execute on targeted, value-add development and re-development projects to enhance portfolio performance. While our properties have been well-maintained and have benefited from significant capital investment under SPG's ownership, we believe that after the separation, our properties will benefit from greater executive management focus and capital allocation priorities that are tailored to unlocking and growing their value. Under SPG's prior ownership, our properties benefited from management's efforts to maintain their market position, but incremental efforts to maximize the market position of these properties were often not pursued given large-scale opportunities that were alternatively available to SPG in its larger malls, Mills® and Premium Outlets® that better matched SPG's business strategy.

Our management team will seek to identify investment strategies that will create value for our shareholders, are consistent with our strategic objectives and have attractive risk-return profiles. WPG will have a smaller asset base as compared to SPG, and therefore some strategic initiatives may have a more meaningful impact on WPG than they would otherwise have on SPG. In short, we expect that WPG will devote substantial executive management attention to value creating investment opportunities that did not fit within SPG's business strategy, and these dedicated efforts may position us to generate attractive growth in tenant sales, revenues and NOI from our properties and thus enhance the performance of our portfolio.

renovations of existing space and leasing of anchor and big-box tenants, and also include ground-up development projects.

Pursue acquisition opportunities as part of a growth oriented strategy. We believe the following factors, among others, may facilitate acquisition and consolidation opportunities in the national real estate market:

•: Prior to the separation, SPG regularly received solicitations of interest from potential sellers of retail assets that might be attractive acquisition candidates for our company but were unsuitable for SPG given its strategic focus on larger malls, Mills and Premium Outlets.
•: Publicly traded REITs continue to announce and execute plans to rationalize their portfolios and sell their respective non-core assets, which may lead to opportunities for us to acquire assets that match our investment criteria.
•: We believe that ownership of strip centers located in the United States is generally very fragmented.
•: Ownership and management of large retail centers, such as the strip centers and malls in our portfolio, are very capital intensive. In instances where properties are owned by local and/or undercapitalized private owners, some owners may seek to dispose of properties to alleviate concerns about capital burdens.
•: In many communities, strip centers and malls serve as important economic drivers, sources of tax revenue, community gathering places and/or generators of employment. SPG has a strong reputation within the communities in which it currently owns and operates the WPG properties, and we expect that this legacy, combined with our financial resources and management capabilities, will attract support from local communities and governments in situations where we are considering potential acquisitions of assets that require extensive re-development or repositioning.

WPG does not currently have plans to target specific geographic regions for future acquisitions and instead expects to consider acquisition opportunities in any geographic regions in which those opportunities arise.

Selectively develop new, high quality strip centers. Our strip center team has substantial experience in the re-development and ground-up development of retail real estate. This well-seasoned team has extensive experience working together in this business, and the top four executives have an average tenure of approximately 24 years at SPG. The properties that are expected to be transferred to us in connection with the separation include 35 assets that were developed by SPG or its predecessor, including Waterford Lakes Town Center, Clay Terrace, The Shops at Arbor Walk, Palms Crossing, and Wolf Ranch. In addition, we will own the land for a new strip center of approximately 400,000 square feet in the Houston metropolitan area, to be named Fairfield Town Center, which is an example of a new ground-up development opportunity that we have identified. Given the relatively low levels of new supply in the strip center and smaller enclosed mall sectors, we expect that our existing and prospective tenants will seek opportunities to lease space in our new development projects in order to open new stores and test new store formats.

Maintain a disciplined, flexible balance sheet with access to multiple sources of capital. We expect to maintain a conservative capital structure that provides the resources and flexibility to support the growth of our business. In addition, we expect to maintain a mix of secured indebtedness related to certain of our properties and unsecured indebtedness which, together with our anticipated ability to complete future equity financings, we believe will fund the growth of our operations.

Our Properties

Our portfolio of properties is anticipated to consist of 54 strip centers totaling approximately 16.6 million square feet, and 44 malls totaling approximately 36.5 million square feet. WPG will also own parcels of land which can be used for either the development of new strip centers or the expansion of existing properties. While most of these properties are wholly owned by us, several are owned in joint ventures with third parties, which is common in the real estate industry. As of December 31, 2013, our mall properties had an ending occupancy rate of 90.8% and our strip center properties had an ending occupancy rate of 94.9%.

Bath & Beyond Inc. and TJX Companies, Inc. No single tenant was responsible for more than 2.5%, and no single property accounted for more than 3%, of our total gross annual base minimum rental revenues for the year ended December 31, 2013. Further, as of December 31, 2013 no more than 14% of our total gross annual base minimum rental revenues is derived from leases that expire in any single calendar year.

Our Tenants and Anchors

As of December 31, 2013, our top fifteen inline tenants and top fifteen anchors and majors were as follows:

Top Inline Store Tenants (based on percentage of total base minimum rent)

Tenant

L Brands, Inc.	99	473,806	0.9	%	2.5	%
Foot Locker, Inc.	106	431,010	0.8	%	2.4	%
Ascena Retail Group Inc	89	454,484	0.9	%	1.7	%
Sterling Jewelers, Inc.	56	95,021	0.2	%	1.7	%
Zale Corporation	80	72,582	0.1	%	1.5	%
Luxottica Group SPA	78	210,465	0.4	%	1.4	%
Genesco Inc.	93	133,919	0.3	%	1.2	%
American Eagle Outfitters, Inc.	40	221,283	0.4	%	1.2	%
The Finish Line, Inc.	38	215,142	0.4	%	1.1	%
Regal Entertainment Group	7	417,505	0.8	%	1.0	%
The Gap, Inc	27	359,450	0.7	%	1.0	%
Express Inc.	27	206,916	0.4	%	0.9	%
Aeropostale, Inc.	47	165,207	0.3	%	0.9	%
Ulta Salon Cosmetics and Frag	17	188,188	0.4	%	0.9	%
Claires Stores Inc	69	80,487	0.2	%	0.8	%

Top Anchors and Majors (sorted by percentage of total square footage)(2)

Anchors and Majors

Sears Holdings Corporation	43	6,221,097	11.8	%	0.7	%
Macy's Inc.	29	4,808,590	9.1	%	0.6	%
J.C. Penney Co., Inc.	37	4,751,916	9.0	%	1.3	%
Dillard's, Inc.	26	3,609,498	6.8	%	0.2	%
Target Corporation	13	1,726,898	3.3	%	0.0	%
Kohl's Corporation	14	1,215,691	2.3	%	1.3	%
The Bon-Ton Stores, Inc.	10	860,433	1.6	%	0.8	%
Burlington Stores, Inc.	9	721,281	1.4	%	0.7	%
Best Buy Co., Inc.	16	702,394	1.3	%	1.6	%
Belk, Inc.	7	654,454	1.2	%	0.1	%
Wal-Mart Stores, Inc.	4	618,061	1.2	%	0.0	%
TJX Companies, Inc.	15	478,512	0.9	%	1.0	%
Dick's Sporting Goods, Inc.	8	406,330	0.8	%	0.8	%
Bed Bath & Beyond Inc.	12	368,014	0.7	%	0.9	%
Toys R Us Inc	7	299,990	0.6	%	0.5	%

(1): Total base minimum rent represents 2013 combined base rental revenues.
(2): Includes space leased and owned by anchors in the mall properties.

Lease Expirations(1)

Set forth below is information about lease expirations for our portfolio:

Combined Inline Stores and Freestanding

Year
Month To Month Leases	121	329,074	24.94	1.4	%
2014	601	1,746,446	22.87	8.0	%
2015	782	2,455,755	23.64	11.5	%
2016	700	2,322,322	23.40	10.9	%
2017	497	1,759,054	24.43	8.5	%
2018	422	1,267,744	26.81	6.9	%
2019	237	932,476	25.08	4.9	%
2020	124	555,524	23.28	2.6	%
2021	129	593,439	20.50	2.5	%
2022	156	694,860	22.42	3.2	%
2023	197	1,024,536	21.44	4.4	%
2024 and Thereafter	100	439,430	20.27	1.9	%
Specialty Leasing Agreements w/ terms in excess of 12 months	565	1,244,423	11.30	3.0	%
Combined Anchors and Majors
Year
Month To Month Leases	1	26,964	4.50	0.0	%
2014	16	949,772	5.70	1.1	%
2015	38	1,844,892	6.77	2.6	%
2016	40	2,222,676	6.22	2.9	%
2017	26	1,668,233	5.52	1.9	%
2018	36	1,898,680	7.72	3.1	%
2019	21	1,247,846	6.60	1.7	%
2020	17	909,634	7.50	1.4	%
2021	13	835,611	6.55	1.2	%
2022	10	406,426	9.07	0.8	%
2023	17	741,102	9.18	1.4	%
2024 and Thereafter	15	821,270	8.22	1.4	%

(1): Does not consider the impact of renewal options that may be contained in leases.
(2): Gross annual rental revenues represents 2013 consolidated and joint venture combined base rental revenue for the portfolio.

The Separation

On December 13, 2013, SPG announced that it intended to separate its strip center business and its smaller enclosed malls from SPG's other businesses. The separation will be effectuated by means of a pro rata distribution of all of the common shares of WPG, which was formed to hold the assets and liabilities associated with these strip center and mall businesses.

On , 2014, the SPG board of directors approved the distribution of all of the issued and outstanding WPG common shares on the basis of one WPG common share for every two shares of SPG common stock held as of the close of business on the record date of , 2014. Following the distribution, SPG and WPG will be two independent, publicly held companies.

Structure and Formation of WPG

Prior to or concurrently with the separation and distribution, SPG will engage in certain restructuring transactions that are designed to consolidate the ownership of a portfolio of interests in the strip centers and smaller enclosed malls currently owned directly or indirectly by Simon Property Group, L.P. ("SPG L.P.") into our operating partnership, facilitate the separation and distribution and provide us with our initial capital.

In connection with the separation and distribution, the following transactions have occurred or are expected to occur concurrently with or prior to completion of the separation and distribution:

•: WPG was formed as an Indiana corporation on December 13, 2013. This entity was initially named SPG SpinCo Subsidiary Inc. and was renamed Washington Prime Group Inc. on February 25, 2014.
•: Our operating partnership, Washington Prime Group, L.P. ("WPG L.P."), was formed as an Indiana limited partnership on January 17, 2014. This entity was initially named SPG SpinCo Operating Partnership, L.P. and was renamed Washington Prime Group, L.P. on February 25, 2014.
•: Pursuant to the terms of the separation agreement, the interests in our properties (including interests in entities holding properties) currently held directly or indirectly by SPG L.P. will be contributed or otherwise transferred to WPG L.P., except that five of SPG L.P.'s properties that are currently owned by an SPG subsidiary will be transferred to us immediately after the distribution.
•: In connection with the contribution or other transfer of properties described above, it is expected that WPG L.P. or certain entities that will be our subsidiaries after the separation will assume approximately $962 million of existing secured property-level indebtedness related to certain of our properties. In addition, these entities will incur approximately $1.0 billion of new unsecured term and revolving indebtedness. WPG L.P. and certain of the entities that will be our subsidiaries after the separation will distribute or otherwise transfer approximately $1.0 billion of the proceeds from this new indebtedness to SPG L.P.
•: SPG L.P. will distribute the common units of WPG L.P. in a pro rata distribution (the "WPG L.P. distribution") to its general and limited partners (including SPG), except for limited partners who hold preferred limited partner units which by their terms are not entitled to participate in such distribution.
•: SPG and certain of its subsidiaries will contribute or otherwise transfer to us all of its common units in WPG L.P. received from SPG L.P., as well as their interests in certain properties (including interests in entities holding such properties), in exchange for WPG common shares.

Prior to the record date for the distribution, in order to comply with certain technical requirements relating to the tax-free treatment of the separation and distribution for U.S. federal income tax purposes, certain subsidiaries of SPG will cease to hold SPG common stock and will therefore not receive WPG common shares in the distribution by SPG. Following the distribution, these SPG subsidiaries may acquire additional SPG common shares.
•: Following these separation transactions, SPG will distribute 100% of the outstanding WPG common shares on a pro rata basis to the holders of SPG common shares who held such SPG common shares as of the record date.
•: In addition to the separation agreement, we will enter into property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. Certain existing property management agreements between subsidiaries of SPG and entities that will be subsidiaries of WPG after the separation and distribution will remain in effect. We have also agreed on a form of property development agreement that we may enter into with SPG subsidiaries following the separation and distribution.

As a result, at the effective time of the distribution:

•: The holders of SPG common stock as of the record date will own the same pro rata percentage of WPG common shares that they held in SPG common stock as of such record date.
•: WPG's percentage ownership of WPG L.P. common units will be approximately 83.5%, with the remainder being held by the persons who were partners (other than SPG) of SPG L.P. as of the record date for the WPG L.P. distribution.
•: No preferred shares of Washington Prime Group Inc., or preferred units of WPG L.P., will be outstanding.

Upon completion of the separation and distribution, we expect to have approximately $2 billion of total debt outstanding, comprised of approximately $1.4 billion of secured debt and $600 million of unsecured debt. In general, we intend to own our properties and conduct substantially all of our business through our operating partnership and its subsidiaries.

The common units in WPG L.P. will be convertible by their holders for cash or, at our option, for unregistered WPG common shares on a one-for-one basis, subject to the terms and conditions of the amended and restated partnership agreement of WPG L.P.

The following diagram depicts our expected organizational structure upon completion of the separation and distribution. The stockholders of SPG will, at the time of the separation and distribution, hold the same pro rata percentage interest in WPG as they held in SPG as of the record date.

WPG's Post-Separation Relationship with SPG

WPG will enter into a separation agreement with SPG (the "separation agreement"). In addition, WPG will enter into various other agreements to effect the separation and provide a framework for its relationship with SPG after the separation, such as property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. In addition, WPG may enter into one or more property development agreements with SPG following the separation and distribution. These agreements will provide for the allocation between WPG and SPG of SPG's assets, liabilities and obligations (including its investments, property, employee and tax-related assets and liabilities) attributable to periods prior to, at and after WPG's separation from SPG and will govern certain relationships between WPG and SPG after the separation.

Except as expressly set forth in the separation agreement or in any ancillary agreement, WPG will be responsible for all costs and expenses incurred prior to the distribution date in connection with the separation, including costs and expenses relating to legal and tax counsel, financial advisors and accounting advisory work related to the separation. Except as expressly set forth in the separation agreement or in any ancillary agreement, or as otherwise agreed in writing by SPG and WPG, all such costs and expenses incurred in connection with the separation from and after the distribution date will be paid by the party incurring such cost and expense.

Pursuant to the property management agreements, we expect that SPG employees with significant expertise and in-depth knowledge of our mall properties will continue to provide certain management services under the direction of our executive management team. In exchange for such services, for its wholly owned mall properties WPG will pay annual fixed rate property management fees to SPG ranging from 2.5% to 4.0% of base minimum and percentage rents and additional amounts, as needed, for leasing and development fees. We will also reimburse SPG for certain costs and expenses, including the cost of on-site employees. For mall properties owned in joint ventures between WPG and third parties, existing management agreements between SPG and those joint ventures will remain in place and may require the payment of annual fixed rate property management fees greater than those required by WPG's agreements with SPG for WPG's wholly owned malls due to, among other things, the additional service requirements of third party partners relative to the service requirements of WPG (including, among others, third party reporting and compliance services).

WPG and SPG will enter into a transition services agreement prior to the distribution pursuant to which SPG and its respective subsidiaries will provide various corporate support services to WPG, on an interim, transitional basis. The services to be provided include treasury management, human resources, information systems, tax, financial reporting audit services, legal services and financial planning. The anticipated charges for such services are generally intended to allow the servicing party to recover all out-of-pocket costs and expenses. The costs of these services are estimated to be approximately $2.5 million annually.

For additional information regarding the separation agreement and other transaction agreements, please refer to the sections entitled "Risk Factors — Risks Related to the Separation" and "Certain Relationships and Related Person Transactions."

Reasons for the Separation

The SPG board of directors believes that separating the WPG business and assets from the remainder of SPG's business and assets is in the best interests of SPG and its shareholders for a number of reasons, including the following:

•: Establish WPG as a separate company with a greater ability to focus on and grow its business. WPG will have a different business strategy, asset base, equity currency and management focus compared to SPG. The separation will enable WPG to focus on its own operations and respond more effectively to the unique requirements of and opportunities within its business. WPG may pursue value creating investment opportunities that did not fit within SPG's differing business strategy. For example, WPG's physical assets will generally be smaller than those of SPG. As of December 31, 2013, the average asset size for WPG was 540,000 square feet compared to 880,000 square feet for SPG's domestic properties after the spin. In addition, WPG's asset base is generally located in smaller markets and trade areas serving a more localized customer base than SPG's market area reach, and includes community, or strip, shopping centers which will not be a material part of SPG's asset base. WPG will have the flexibility to implement strategic initiatives aligned with its business plan and prioritize investment spending and capital allocation accordingly. SPG believes that this will lead to operational efficiencies and has the potential to enhance the value and profitability of WPG's properties.
•: Create a company with the balance sheet strength and equity currency to grow through development, re-development and acquisitions. Under SPG's prior ownership, our properties benefited from management's efforts to maintain and enhance their market position, but incremental efforts, including significant capital allocation, to maximize the market position of these properties were often not pursued given large-scale opportunities that were alternatively available to SPG and which better matched its business strategy in its larger malls, Mills and Premium Outlets. As a result of the separation, WPG will have direct access to the capital markets and a strong capital structure tailored to its strategic goals and will be better positioned to respond to growth opportunities appropriate for our asset base. For example, the separation will provide WPG with its own equity currency to advance its business strategy through acquisitions, selective new developments and re-developments.

•: Dedicated and experienced management team to implement and execute on WPG's growth strategy. WPG will have a dedicated executive management team focused on the performance of WPG's assets and value-creation opportunities. Separating the WPG portfolio from the remainder of SPG's businesses, and providing a dedicated and experienced executive management team and other key personnel to operate WPG's business, will result in WPG's assets receiving the executive management focus and attention required for these assets to realize their potential. SPG's business strategy is concentrated on larger retail centers which require significant amounts of financial capital and management attention due to their large-scale, complex nature. Accordingly, SPG management could not dedicate as much time and attention to our properties as we expect our properties to receive from our dedicated executive management team, which will be entirely focused on our company and its assets.
•: Enhance investor transparency and better highlight the attributes of both companies. The separation will enable potential investors and the financial community to evaluate SPG and WPG separately and assess the merits, performance and future prospects of their respective businesses.

SPG's board of directors also considered a number of potentially negative factors in evaluating the separation SPG's board of directors concluded that the potential benefits of the separation outweighed these factors. For more information, please refer to the sections entitled "The Separation — Reasons for the Separation" and "Risk Factors" included elsewhere in this information statement.

Corporate Information

Washington Prime Group Inc. was incorporated in Indiana on December 13, 2013 for the purpose of holding the strip center business and smaller enclosed malls of SPG. Prior to the contribution of this business to WPG, which will occur prior to the distribution, WPG will have no operations. WPG was initially named SPG SpinCo Subsidiary Inc. and was renamed to be Washington Prime Group Inc. on February 25, 2014. The address of WPG's principal executive office is 7315 Wisconsin Avenue Bethesda, Maryland 20814. WPG's telephone number is (317) 636-1600.

Commencing shortly prior to the separation, WPG will also maintain an Internet website at www.washingtonprime.com. WPG's website and the information contained therein or connected thereto will not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to shareholders of SPG who will receive WPG common shares in the distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any of WPG's securities. The information contained in this information statement is believed by WPG to be accurate as of the date set forth on its cover. Changes may occur after that date and neither SPG nor WPG will update the information except in the normal course of their respective disclosure obligations and practices.

Risks Associated with WPG's Business and the Separation

An investment in WPG common shares is subject to a number of risks, including risks relating to the separation. The following list of risk factors is not exhaustive. Please read the information in the section captioned "Risk Factors" for a more thorough description of these and other risks.

•: We may not be able to renew leases or relet space at existing properties, or lease newly developed properties.
•: Our lease agreements with our tenants typically provide a fixed rate or other methods for certain cost reimbursement charges; if our operating expenses increase or we are otherwise unable to collect sufficient cost reimbursement payments from our tenants, our business, results of operations and financial condition may be materially adversely affected.
•: Some of our properties depend on anchor stores or major tenants to attract shoppers and could be materially adversely affected by the loss of, or a store closure by, one or more of these tenants.
•: We face risks associated with the acquisition, development, re-development and expansion of properties, including risks of higher than projected costs, inability to obtain financing, inability to obtain required consents or approvals and inability to attract tenants at anticipated rents.

•: We face a wide range of competition, including online retailing, that could affect our ability to operate profitably.
•: If we lose our key management personnel, we may not be able to successfully manage our business and achieve our objectives.
•: Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially adversely affect our business, results of operations and financial condition.
•: We will have a debt burden that is initially expected to be approximately $2 billion, which could materially adversely affect our future operations, and we may incur additional indebtedness in the future.
•: We are dependent on SPG to provide services to us pursuant to the property management agreements and transition services agreement; it may be difficult to replace the services provided under such agreements, and employees of SPG will face competing demands on their time in discharging their duties to WPG under these agreements.
•: Our agreements with SPG in connection with the separation and distribution, including our property management agreements, involve potential conflicts of interest, and may not reflect terms that would have resulted from negotiations between unaffiliated third parties.
•: SPG, as manager of certain of our enclosed mall properties under the property management agreements, will not be required to present investments to us that satisfy our investment guidelines before pursuing such opportunities on SPG's behalf.
•: We have no history operating as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
•: If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, SPG, WPG and SPG shareholders could be subject to significant tax liabilities and, in certain circumstances, WPG could be required to indemnify SPG for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.
•: WPG may not be able to engage in desirable strategic or capital-raising transactions following the separation. In addition, WPG could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.
•: After the separation, certain of our directors and executive officers and directors may have actual or potential conflicts of interest because of their previous or continuing equity interest in, or positions at, SPG.
•: We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business.
•: In connection with our separation from SPG, SPG will indemnify us for certain pre-distribution liabilities and liabilities related to SPG assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that SPG's ability to satisfy its indemnification obligation will not be impaired in the future.
•: If we do not qualify to be taxed as a REIT, or if we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face substantial tax liability, which would substantially reduce funds available for distribution to our shareholders.
•: No market currently exists for the WPG common shares and we cannot be certain that an active trading market for our common shares will develop or be sustained after the separation, and, following the separation, our share price may fluctuate significantly.

QUESTIONS AND ANSWERS ABOUT THE SEPARATION


*What is WPG and why is SPG separating WPG's business and distributing WPG's shares?*		Washington Prime Group Inc., which is currently a wholly owned subsidiary of SPG, was formed to hold the strip center business and smaller enclosed malls of SPG (which we refer to as the "WPG portfolio"). The separation of WPG from SPG and the distribution of WPG common shares will enable each of WPG and SPG to focus on its own operations and respond more effectively to the different needs of its businesses. WPG and SPG expect that the separation will result in enhanced long-term performance of each business for the reasons discussed in the sections entitled "The Separation — Background" and "The Separation — Reasons for the Separation."
*What is a REIT?*		Following the separation, WPG intends to qualify and elect to be taxed as a REIT under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the "Code"), from and after WPG's taxable year that includes the distribution. As a REIT, WPG generally will not be subject to U.S. federal income tax on its REIT taxable income that it distributes to its shareholders. A company's qualification as a REIT depends on its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of its gross income, the composition and values of its assets, its distribution levels and the diversity of ownership of its shares. WPG believes that, immediately after the separation, it will be organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that its intended manner of operation enables it to meet the requirements for qualification and taxation as a REIT. WPG anticipates that distributions it makes to its shareholders generally will be taxable to its shareholders as ordinary income, although a portion of the distributions may be designated by WPG as qualified dividend income or capital gain or may constitute a return of capital. For a more complete discussion of the U.S. federal income taxation of REITs and the tax treatment of distributions to shareholders of WPG, please refer to "Material U.S. Federal Income Tax Consequences."
*Why am I receiving this document?*		SPG is delivering this document to you because you are a holder of SPG common stock. If you are a holder of SPG common stock as of the close of business on , 2014, you are entitled to receive one WPG common share for every two shares of SPG common stock that you held at the close of business on such date. This document will help you understand how the separation will affect your investment in SPG and your investment in WPG after the separation.


*How will the separation of WPG from SPG work?*		To accomplish the separation, SPG will distribute all of the outstanding WPG common shares to SPG shareholders on a pro rata basis.
*What is the record date for the distribution?*		The record date for the distribution will be , 2014.
*When will the distribution occur?*		It is expected that all of the WPG common shares will be distributed by SPG on , 2014, to holders of record of SPG common stock at the close of business on , 2014, the record date.
*What do shareholders need to do to participate in the distribution?*		Shareholders of SPG as of the record date will not be required to take any action to receive WPG common shares in the distribution, but you are urged to read this entire information statement carefully. No shareholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing SPG common stock or take any other action to receive your WPG common shares. Please do not send in your SPG stock certificates. The distribution will not affect the number of outstanding shares of SPG common stock or any rights of SPG shareholders, although it will affect the market value of each outstanding share of SPG common stock.
		You can request a certificate for all or a portion of your shares of WPG common shares by contacting Computershare, Inc. (WPG's transfer agent and registrar) by telephone at 866-239-2277, on the Internet at www.computershare.com/investor or by sending a written request to Computershare, Inc., P.O. Box 30170, College Station, TX 77842-3170.
*How will WPG common shares be issued?*		You will receive WPG common shares through the same channels that you currently use to hold or trade shares of SPG common stock, whether through a brokerage account, 401(k) plan or other channel. Receipt of WPG shares will be documented for you in the same manner that you typically receive shareholder updates, such as monthly broker statements and 401(k) statements.


		If you own shares of SPG common stock as of the close of business on the record date, including shares owned in certificate form, SPG, with the assistance of Computershare, Inc., the settlement and distribution agent, will electronically distribute WPG common shares to you or to your brokerage firm on your behalf in book-entry form. Computershare, Inc. will mail you a book-entry account statement that reflects your WPG common shares, or your bank or brokerage firm will credit your account for the shares. If you own shares of SPG common stock through the SPG dividend reinvestment plan, the WPG common shares you receive will be distributed to a new WPG dividend reinvestment plan account that will be created for you. Following the distribution, shareholders whose shares are held in book-entry form may request the delivery of physical share certificates for their shares or that their WPG common shares held in book-entry form be transferred to a brokerage or other account at any time, without charge.
*If I was enrolled in the SPG dividend reinvestment plan, will I automatically be enrolled in the WPG dividend reinvestment plan?*		Yes. If you elected to have your SPG cash dividends applied toward the purchase of additional SPG stock, the WPG shares you receive in the distribution will be automatically enrolled in the WPG dividend reinvestment plan sponsored by Computershare, Inc., unless you notify Computershare, Inc. that you do not want to reinvest any WPG cash dividends in additional WPG shares. For contact information for Computershare, Inc., please refer to "Description of WPG's Capital Stock — Transfer Agent and Registrar."
*How many WPG common shares will I receive in the distribution?*		SPG will distribute to you one WPG common share for every two shares of common stock of SPG held by you as of the record date. Based on 310,658,536 shares of SPG common stock outstanding as of March 14, 2014, a total of 155,329,268 common shares of WPG will be distributed. For additional information on the distribution, please refer to "The Separation."
*Will WPG issue fractional shares of its common shares in the distribution?*		No. WPG will not issue fractional shares of its common shares in the distribution. Fractional shares that SPG shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.
*What are the conditions to the distribution?*		The distribution is subject to a number of conditions, including, among others:


		• The incurrence of at least $1 billion of new indebtedness by WPG L.P. and its subsidiaries (or subsidiaries of Simon Property Group, L.P., which subsidiaries are expected to be contributed to WPG L.P. as part of the separation) and the determination by SPG at its sole discretion that following the separation it will have no liability or obligation whatsoever with respect to such new indebtedness;
		• The receipt of the opinion of counsel, satisfactory to the SPG board of directors, to the effect that the manner in which WPG is organized and its proposed method of operation will enable it to be taxed as a REIT under Sections 856 through 859 of the Code;
		• The receipt of the opinion of counsel, satisfactory to the SPG board of directors, to the effect that the distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code;
		• The U.S. Securities and Exchange Commission (which we refer to as the "SEC") declaring effective the registration statement of which this information statement forms a part, and the mailing of the information statement to SPG shareholders;
		• No order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions shall be in effect;
		• The WPG common shares to be distributed shall have been accepted for listing on the New York Stock Exchange ("NYSE"), subject to official notice of distribution;
		• The transfer of assets and liabilities between SPG and WPG contemplated by the separation agreement shall have been completed, other than the transfer of those assets which are to be transferred immediately after the completion of the distribution;
		• Each of the various agreements contemplated by the separation agreement shall have been executed;
		• All required actions or filings with governmental authorities shall have been taken or made;
		• The Information Statement shall have been mailed to WPG shareholders; and
		• No other event or development existing or having occurred that, in the judgment of SPG's Board of Directors, in its sole discretion, makes it inadvisable to effect the separation, distribution and other related transactions.


		SPG and WPG cannot assure you that any or all of these conditions will be met. In addition, SPG can decide at any time not to go forward with the separation. For a complete discussion of all of the conditions to the distribution, please refer to "The Separation — Conditions to the Distribution."
*What is the expected date of completion of the separation?*		The completion and timing of the separation are dependent upon a number of conditions. It is expected that the WPG common shares will be distributed by SPG on , 2014 to the holders of record of SPG common stock at the close of business on the record date. However, no assurance can be provided as to the timing of the separation or that all conditions to the separation will be met.
*Can SPG decide to cancel the distribution of WPG common shares, even if all the conditions have been met?*		Yes. The distribution is subject to the satisfaction or waiver of certain conditions. Please refer to "The Separation — Conditions to the Distribution." Until the distribution has occurred, SPG has the right to terminate the distribution, even if all of the conditions are satisfied.
*What if I want to sell my SPG common stock or my WPG common shares?*		You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
*What is "regular-way" and "ex-distribution" trading of SPG stock?*		Beginning on or shortly before the record date and continuing up to and through the distribution date, it is expected that there will be two markets in SPG common stock: a "regular-way" market and an "ex-distribution" market. SPG common stock that trade in the "regular-way" market will trade with an entitlement to WPG common shares distributed pursuant to the distribution. Shares that trade in the "ex-distribution" market will trade without an entitlement to WPG common shares distributed pursuant to the distribution.
		If you decide to sell any SPG common stock before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your SPG common stock with or without your entitlement to WPG common shares pursuant to the distribution.


*Where will I be able to trade WPG common shares?*		WPG has applied to list its common shares on the New York Stock Exchange under the symbol "WPG." WPG anticipates that trading in shares of its common shares will begin on a "when-issued" basis on or shortly before the record date and will continue up to and through the distribution date and that "regular-way" trading in WPG common shares will begin on the first trading day following the completion of the separation. If trading begins on a "when-issued" basis, you may purchase or sell WPG common shares up to and through the distribution date, but your transaction will not settle until after the distribution date. WPG cannot predict the trading prices for its common shares before, on or after the distribution date.
*What will happen to the listing of SPG common stock?*		SPG common stock will continue to trade on the NYSE after the distribution.
*Will the number of shares of SPG common stock that I own change as a result of the distribution?*		No. The number of shares of SPG common stock that you own will not change as a result of the distribution.
*Will the distribution affect the market price of my SPG stock?*		Yes. As a result of the distribution, SPG expects the trading price of SPG common stock immediately following the distribution to be lower than the "regular-way" trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the WPG portfolio held by WPG. SPG believes that, over time following the separation, assuming the same market conditions and the realization of the expected benefits of the separation, the SPG common stock and the WPG common shares should have a higher aggregate market value as compared to what the market value of SPG common stock would be if the separation did not occur. There can be no assurance, however, that such a higher aggregate market value will be achieved. This means, for example, that the combined trading prices of the shares of SPG and WPG that you will hold immediately after the distribution may be equal to, greater than or less than the trading price of one share of SPG common stock before the distribution.
*What are the material U.S. federal income tax consequences of the separation and the distribution?*		It is a condition to the completion of the separation that SPG obtain an opinion from its tax advisors to the effect that the distribution, together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. Assuming that the distribution, together with certain related transactions, so qualifies, you will not recognize any gain or loss, and no amount will be included in your income, upon your receipt of WPG common shares pursuant to the distribution.


		You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as foreign tax laws, which may result in the distribution being taxable to you. For more information regarding the tax opinion and certain U.S. federal income tax consequences of the separation, please refer to the discussion under "The Separation — Material U.S. Federal Income Tax Consequences of the Distribution."
*What will WPG's relationship be with SPG following the separation?*		WPG will enter into a separation agreement with SPG. In addition, WPG will enter into various other agreements to effect the separation and provide a framework for its relationship with SPG after the separation, such as property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. In addition, WPG may enter into one or more property development agreements with SPG following the separation and distribution. These agreements will provide for the allocation between WPG and SPG of SPG's assets, liabilities and obligations (including its investments, property, employee and tax-related assets and liabilities) attributable to periods prior to, at and after WPG's separation from SPG and will govern certain relationships between WPG and SPG after the separation. Pursuant to the property management agreements, SPG employees with significant expertise and in-depth knowledge of our mall properties will continue to provide certain management services under the direction of our executive management team.
		For additional information regarding the separation agreement and other transaction agreements, please refer to the sections entitled "Risk Factors — Risks Related to the Separation" and "Certain Relationships and Related Person Transactions."
*Who will manage WPG after the separation?*		WPG's management team will include experienced members of SPG's former operational management team who have a detailed understanding of our properties. Mark Ordan will be WPG's Chief Executive Officer after the separation. In addition, following the separation, employees of SPG will continue to provide certain day-to-day management services for our mall properties. For more information regarding WPG's management please refer to "Management."


*Are there risks associated with owning WPG common shares?*		Yes. Ownership of WPG common shares is subject to both general and specific risks relating to WPG's business, the industry in which it operates, its ongoing contractual relationships with SPG and its status as a separate, publicly traded company. Ownership of WPG common shares is also subject to risks relating to the separation. These risks are described in the "Risk Factors" section of this information statement beginning on page 27. You are encouraged to read that section carefully.
*Does WPG plan to pay dividends?*		We intend to make regular quarterly distributions whereby we expect to distribute at least 100% of our REIT taxable income to our shareholders out of assets legally available thereof. Based on the amount of WPG's REIT taxable income for the twelve-month period ended December 31, 2013 as reflected in the summary historical combined financial data, the Company's annual dividend for that period would have been greater than $1.00 per share, assuming a distribution ratio of one WPG share for every two shares of SPG.
		To qualify as a REIT, we must distribute to our shareholders an amount at least equal to:
		(i) 90% of our REIT taxable income, determined before the deduction for dividends paid and excluding any net capital gain (which does not necessarily equal net income as calculated in accordance with GAAP); plus
		(ii) 90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; less
		(iii) Any excess non-cash income (as determined under the Code).
		Please refer to "Material U.S. Federal Income Tax Consequences."
		Although WPG currently expects that it will pay a regular cash dividend, the declaration and payment of any dividends in the future by WPG will be subject to the sole discretion of its board of directors and will depend upon many factors. Please refer to "Dividend Policy."
*Who will be the distribution agent, transfer agent and registrar for the WPG common shares?*		The distribution agent, transfer agent and registrar for the WPG common shares will be Computershare, Inc. For questions relating to the transfer or mechanics of the share distribution, you should contact:


		Computershare, Inc. P.O. Box 30170 College Station, TX 77842-3170 866-239-2277 www.computershare.com/investor
*Where can I find more information about SPG and WPG?*		Before the distribution, if you have any questions relating to SPG's business performance, you should contact:
		Simon Property Group 225 West Washington Street Indianapolis, IN 46204 Attention: Investor Relations (317) 685-7330 investors.simon.com
		After the distribution, WPG shareholders who have any questions relating to WPG's business performance should contact WPG at:
		Washington Prime Group Inc. 7315 Wisconsin Avenue Bethesda, Maryland 20814 Attention: Investor Relations
		The WPG investor website will be operational as of April 29, 2014.

SUMMARY HISTORICAL COMBINED FINANCIAL DATA

The following table sets forth the selected historical combined financial and other data of our business, which was carved-out from the financial information of SPG, as described below. We were formed for the purpose of holding certain assets and assuming certain liabilities of SPG. Prior to the effective date of the Form 10 registration statement, of which this information statement forms a part, and the completion of the distribution, we did not conduct any business and did not have any material assets or liabilities. The selected historical financial data set forth below as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 has been derived from our audited combined financial statements, which are included elsewhere in this information statement.

Our combined financial statements were carved-out from the financial information of SPG at a carrying value reflective of such historical cost in such SPG records. Our historical financial results reflect charges for certain corporate expenses which include, but are not limited to, costs related to property management, human resources, security, payroll and benefits, legal, corporate communications, information services and restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly our percentage of SPG's adjusted revenue and assets and the number of properties. We believe these allocations are reasonable; however, these results may not reflect what our expenses would have been had we been operating as a separate stand-alone public company. The corporate cost charges for the years ended 2013, 2012, and 2011 were $18.1 million, $18.2 million, and $16.6 million, respectively. Effective with the separation, we will enter into agreements with SPG to secure the appropriate support services that we deem necessary to operate as a separate company. The historical combined financial information presented may not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone entity during the periods shown. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Basis of Presentation."

The historical results set forth below do not indicate results expected for any future periods. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined financial statements and related notes thereto included elsewhere in this information statement.

	Year Ended December 31,

	2013			2012			2011
Operating Data:
Total revenue	$	626,289		$	623,927		$	577,978
Depreciation and amortization		(182,828	)		(189,187	)		(155,514	)
Other operating expenses		(216,441	)		(220,369	)		(206,978	)

Operating income		227,020			214,371			215,486
Interest expense		(55,058	)		(58,844	)		(55,326	)
Income and other taxes		(196	)		(165	)		(157	)
Income (loss) from unconsolidated entities		1,416			1,028			(143	)
Gain on sale of interests in properties		14,152			—			—

Net income		187,334			156,390			159,860
Net income attributable to noncontrolling interests		(213	)		(259	)		(344	)

Net income attributable to Simon Property Group	$	187,121		$	156,131		$	159,516

Cash Flow Data:
Operating activities	$	336,434		$	350,703		$	298,853
Investing activities		(92,608	)		(71,551	)		(82,448	)
Financing activities		(248,955	)		(270,777	)		(213,492	)
Other Financial Data:
Total NOI from continuing operations(1)		452,913			443,628			411,718
Our Share of NOI		418,121			410,908			376,635
FFO(2)		359,107			348,327			317,820

	As of December 31,

	2013		2012
Balance Sheet Data:
Cash and cash equivalents	$	25,857	$	30,986
Total assets		3,002,658		3,093,961
Mortgages		918,614		926,159
Total equity		1,884,525		1,954,856

(1): NOI does not represent income from operations as defined by GAAP. We use NOI as a supplemental measure of our operating performance. For our definition of NOI, as well as an important discussion of uses and inherent limitations, please refer to "Net Operating Income" below.
(2): Funds from operations ("FFO") does not represent cash flow from operations as defined by GAAP and may not be reflective of WPG's operating performance due to changes in WPG's capital structure in connection with the separation and distribution. We use FFO as a supplemental measure of our operating performance. For a definition of FFO as well as a discussion of its uses and inherent limitations, please refer to "Funds from Operations" below.

Net Operating Income

We present NOI, as defined below, in this information statement as a supplemental measure of our performance that is not required by, or presented in accordance with, accounting principles generally accepted in the United States of America ("GAAP"). We believe that NOI is a useful supplemental measure of our operating performance. We define NOI as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, operating costs, repairs and maintenance, marketing and other property expenses). We exclude from NOI lease termination fees, land sale gains and interest income. Other real estate companies may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other real estate companies.

We believe that NOI provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating shopping malls and strip centers and the impact on operations from trends in occupancy rates, rental rates and operating costs. These measures thereby provide an operating perspective not immediately apparent from GAAP operating or net income. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI provides useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI should only be used as a supplemental measure of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss).

For reference, and as an aid in understanding management's computation of NOI, a reconciliation of NOI to combined operating income as computed in accordance with GAAP has been presented below.

	For the Year Ended December 31,

(in thousands)	2013			2012			2011
Reconciliation of NOI of consolidated properties:
Net Income	$	187,334		$	156,390		$	159,860
Income and other taxes		196			165			157
Interest expense		55,058			58,844			55,326
Gain on sale of interests in properties		(14,152	)		—			—
Income from unconsolidated entities		(1,416	)		(1,028	)		143

Operating Income		227,020			214,371			215,486
Depreciation and amortization		182,828			189,187			155,514

NOI of consolidated properties	$	409,848		$	403,558		$	371,000

Reconciliation of NOI of unconsolidated entities:
Net Income	$	14,154		$	16,430		$	17,254
Interest expense		14,322			13,786			13,653
Gain from operations of discontinued joint venture interests		(488	)		(4,124	)		(3,911	)

Operating Income		27,988			26,092			26,996
Depreciation and amortization		15,077			13,978			13,722

NOI of unconsolidated entities	$	43,065		$	40,070		$	40,718

Total NOI from continuing operations	$	452,913		$	443,628		$	411,718

Adjustments to NOI:
NOI of discontinued unconsolidated properties		1,287			7,627			7,241

Total NOI of our portfolio	$	454,200		$	451,255		$	418,959

Change in NOI from prior period		0.7	%		7.7	%
Less: Joint venture partners' share of NOI		(36,079	)		(40,347	)		(42,324	)

Our Share of NOI	$	418,121		$	410,908		$	376,635

Increase in our share of NOI from prior period		1.8	%		9.1	%
Total NOI of our portfolio	$	454,200		$	451,255
NOI from non comparable properties(1)		5,469			15,223

Total NOI of comparable properties(2)	$	448,731		$	436,032

Increase in NOI of comparable properties		2.9	%

(1): NOI excluded from comparable property NOI relates to properties not owned and operated in both periods under comparison and excludes income noted in footnote 2 below.
(2): Comparable properties are malls and strip centers that were owned in both of the periods under comparison. Five properties were considered non comparable for the periods under comparison. Excludes lease termination income, interest income, land sale gains and the impact of siginificant redevelopment activities.

Funds from Operations

Consistent with real estate industry and investment community practices, we use FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), as a supplemental measure of our operating performance. NAREIT defines FFO as net income (loss) (computed in accordance with current GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items and sales of depreciable properties, plus real estate related depreciation and amortization.

We consider FFO a useful supplemental measure and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP because these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides investors with a clearer view of our operating performance, particularly with respect to our rental properties. FFO is not a measurement of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income, net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

FFO does not represent cash flow from operating activities as defined by GAAP, should not be considered as an alternative to GAAP net income and is not necessarily indicative of cash available to fund cash requirements. For reference, and as an aid in understanding management's computation of FFO, a reconciliation of net income to FFO has been presented below:

	For the Twelve Months Ended December 31,

	2013			2012			2011
Net Income	$	187,334		$	156,390		$	159,860
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		182,828			189,187			155,514
Our share of depreciation and amortization from unconsolidated entities		3,475			3,162			2,982
Gain on sale of interests in properties		(14,152	)		—			—
Net income attributable to noncontrolling interest holders in properties		(213	)		(259	)		(344	)
Noncontrolling interests portion of depreciation and amortization		(165	)		(153	)		(192	)

FFO	$	359,107		$	348,327		$	317,820

You should carefully consider the following risks and other information in this information statement in evaluating our company and our common shares. Any of the following risks could materially and adversely affect our business, results of operations and financial condition. These risks have been separated into four groups: Risks Related to Our Business and Operations, Risks Related to the Separation, Risks Related to Our Status as a REIT, and Risks Related to Our Common Shares.

We may not be able to renew leases or relet space at existing properties, or lease newly developed properties.

When leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. Also, we may not be able to lease new properties to an appropriate mix of tenants or for rents that are consistent with our projections. To the extent that our leasing plans are not achieved, our business, results of operations and financial condition could be materially adversely affected.

Our lease agreements with our tenants typically provide a fixed rate for certain cost reimbursement charges; if our operating expenses increase or we are otherwise unable to collect sufficient cost reimbursement payments from our tenants, our business, results of operations and financial condition may be materially adversely affected.

Energy costs, repairs, maintenance and capital improvements to common areas of our properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of such common area maintenance changes (which we refer to as "CAM") and other operating expenses. The majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries, which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. As a result, tenant payments remain the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts. In the event that our operating expenses increase, CAM and tenant reimbursements that we receive may not allow us to recover a substantial portion of these operating costs.

In addition, the computation of cost reimbursements from tenants for CAM, insurance and real estate taxes is complex and involves numerous judgments, including interpretation of lease terms and other tenant lease provisions. Unforeseen or underestimated expenses may cause us to collect less than our actual expenses. The amounts we calculate and bill may also be disputed by tenants or become the subject of a tenant audit or even litigation.

In the event that our properties are not fully occupied, we may be required to pay the portion of the CAM expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). For the twelve months ended December 31, 2013, our cost recovery ratio was 82.3%.

Some of our properties depend on anchor stores or major tenants to attract shoppers and could be materially adversely affected by the loss of, or a store closure by, one or more of these anchor stores or major tenants.

Our strip centers and malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our properties could be materially adversely affected if these department stores or major tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations.

For example, among department stores and other large stores — often referred to as "big box" stores — corporate merger activity typically results in the closure of duplicate or geographically overlapping store locations. Further sustained adverse pressure on the results of our department stores and major tenants may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future given current macroeconomic uncertainty and less-than-desirable levels of consumer confidence, considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts by investors or rivals or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores. Other tenants may be entitled to modify the economic or other terms of their existing leases in the

event of such closures. The modification could be unfavorable to us as the lessor, and could decrease rents or expense recovery charges.

Additionally, department store or major tenant closures may result in decreased customer traffic, which could lead to decreased sales at our properties. If the sales of stores operating in our properties were to decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of any default by a tenant, whether a department store, national retailer or otherwise, we may not be able to fully recover, and/or may experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our agreements with such parties.

We face risks associated with the acquisition, development, re-development and expansion of properties, including risks of higher than projected costs, inability to obtain financing, inability to obtain required consents or approvals and inability to attract tenants at anticipated rates.

We may seek to acquire and develop new properties and expand and redevelop existing properties, and these activities are subject to various risks. We may not be successful in pursuing acquisition, development or re-development/expansion opportunities. In addition, newly acquired, developed or re-developed/expanded properties may not perform as well as expected. Other risks we face include, without limitation, the following:

If a development or re-development/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Furthermore, if we guarantee the property's financing, our loss could exceed our investment in the project.

Our properties represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in economic or other conditions may be limited. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period or that the sale price of a property will exceed the cost of our investment in that property.

We face a wide range of competition that could affect our ability to operate profitably.

Our properties compete with other retail properties and other forms of retailing, such as catalogs and e-commerce websites. Competition may also come from strip centers, outlet centers, lifestyle centers, and malls, and both existing and future development projects. The presence of competitive alternatives affects our ability to lease space and the level of rents we can obtain. New construction, renovations and expansions at competing sites could also negatively affect our properties. We also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for tenants and qualified management. If we are unable to successfully compete, our business, results of operations and financial condition could be materially adversely affected.

The increase in digital and mobile technology usage has increased the speed of the transition from shopping at physical locations to web-based purchases. We may not be able to properly adapt to changing consumer spending habits and if we are unsuccessful in adapting our business, results of operations and financial condition could be materially adversely affected.

If we lose our key management personnel, we may not be able to successfully manage our business and achieve our objectives.

WPG's management team will include experienced members of SPG's former strip center management team who have a detailed understanding of our strip center properties. A large part of our success will depend on the leadership and performance of our executive management team. If we lose the services of these individuals, we may not be able to successfully manage our business or achieve our business objectives.

We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them or otherwise take actions concerning these properties that would be in the best interests of our shareholders.

We may continue to co-invest with third parties through partnerships, joint ventures, or other entities, acquiring controlling or non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity. We do not have sole decision-making authority regarding the 11 properties that we currently hold through joint ventures with other parties.

Additionally, we may not be in a position to exercise sole decision-making authority regarding any future properties that we may hold in a partnership or joint venture. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks that would not be present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, suffer a deterioration in their financial condition, or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.

Such investments may also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that may increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may, in certain circumstances, be liable for the actions of our third-party partners or co-venturers.

Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially adversely affect our business, results of operations and financial condition.

We are subject to various risks that affect the retail environment generally, including levels of consumer spending, seasonality, changes in economic conditions, unemployment rates, an increase in the use of the Internet by retailers and consumers, and natural disasters. In addition, levels of consumer spending may be adversely affected by, for example, increases in consumer savings rates, increases in tax rates, reduced levels of income growth and other declines in consumer net worth and a strengthening of the U.S. dollar as compared to non-U.S. currencies.

Our tenants may be unable to pay their existing minimum rents or expense recovery charges due to these and other economic and market-based factors. Because substantially all of our income is derived from rentals of real property, our income and cash flow would be adversely affected if a significant number of tenants are unable to meet their obligations or their revenues decline. In addition, a decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates.

Store closures and/or bankruptcy filings by tenants may occur during the course of our operations. We continually seek to re-lease vacant spaces resulting from tenant terminations. Large scale store closings or the bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of a particular property or properties. Future tenant bankruptcies could adversely affect our properties or impact our ability to successfully execute our re-leasing strategy.

Economic and market conditions could negatively impact our business, results of operations and financial condition.

The market in which we operate is affected by a number of factors that are largely beyond our control but may nevertheless have a significant negative impact on us. These factors include, but are not limited to:

In addition, increased inflation may have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our own results of operations.

Deflation may result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices may impact our ability to obtain financing for our properties and may also negatively impact our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

A slow growing economy hinders consumer spending, which may lead to less discretionary income available for shopping at our properties. Weak income growth could weigh down consumer spending, which could be further affected if the overall economy suffers a setback during the current recovery.

An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our share price.

An environment of rising interest rates could lead holders of our common shares to seek higher yields through other investments, which could adversely affect the market price of our common shares. One of the factors that may influence the price of our common shares in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our shareholders.

We will have a debt burden that is initially expected to be approximately $2 billion, which could materially adversely affect our future operations, and we may incur additional indebtedness in the future.

Upon completion of the separation, we expect to have approximately $2 billion of total debt outstanding, including approximately $1 billion of our share of existing mortgage debt and at least $1 billion of new debt which we expect to consist of a mix of secured and unsecured indebtedness. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to service our debt obligations. In addition, we may incur additional indebtedness in the future in connection with acquisitions, re-development projects or other strategic opportunities, or to fund capital expenditure requirements. Increased leverage may make it more difficult for us to withstand adverse economic conditions and reduce our flexibility in responding to changing business, regulatory and economic conditions.

In addition, a substantial portion of our cash flow could be required for debt service and, as a result, might not be available for our operations or other purposes. Our debt service costs generally will not be reduced if developments at our properties, such as the entry of new competitors or the loss of major tenants, result in decreased income from our properties. Should such events occur, our operations may be materially adversely affected. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property may be foreclosed upon by the mortgagee, resulting in a loss of income and a decline in our total asset value.

Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially adversely affect our business, financial position, or results of operations.

At or prior to separation, we intend to enter into one or more unsecured credit facilities; we will also have secured property-level debt. We may also incur substantial additional indebtedness in the future. Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences. Failure to comply with the restrictions and covenants in any of our indebtedness would result in a default under the applicable agreements governing such indebtedness and, absent a waiver or an amendment from our lenders, would permit the

acceleration thereof. No assurance can be given that we will be successful in obtaining such waiver or amendment. Furthermore, any such default could result in the cross-default of our other indebtedness.

In order to qualify and maintain our qualification as a REIT each year, we will be required to distribute at least 90% of our REIT taxable income, excluding net capital gains, to our shareholders. As a result, our retained earnings available to fund acquisitions, development, or other capital expenditures are nominal, and we will rely upon the availability of additional debt or equity capital to fund these activities. Our long-term ability to grow through acquisitions or development, which is an important component of our strategy, will be limited if we cannot obtain additional debt financing or equity capital. Market conditions may make it difficult to obtain debt financing or raise equity capital, and we cannot assure you that we will be able to obtain additional debt or equity financing or that we will be able to obtain such capital on favorable terms.

Adverse changes in any credit rating we may subsequently obtain may affect our borrowing capacity and borrowing terms.

We expect that our outstanding debt will be periodically rated by nationally recognized credit rating agencies. The credit ratings are based upon our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to both our industry and the economic outlook. Our credit rating may affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund our growth, adverse changes in any credit rating we may subsequently obtain may have a negative effect on our future growth.

We may enter into hedging interest rate protection arrangements that may not effectively limit our interest rate risk.

We may seek to selectively manage any exposure that we may have to interest rate risk through interest rate protection agreements geared toward effectively fixing or capping a portion of our variable-rate debt. In addition, we may refinance fixed-rate debt at times when we believe rates and terms are appropriate. Any such efforts to manage these exposures may not be successful.

Our potential use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including the risk that a counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.

We are subject to various regulatory requirements, and any changes in such requirements could have a material adverse effect on our business, results of operations and financial condition.

The laws, regulations and policies governing our business, or the regulatory or enforcement environment at the national level or in any of the states in which we operate, may change at any time and may have a material adverse effect on our business. For example, the Patient Protection and Affordable Care Act of 2010, as it is phased-in over time, may significantly impact our cost of providing employees with health care insurance. We are unable to predict how this, or any other future legislative or regulatory proposals or programs, will be administered or implemented, or whether any additional or similar changes to statutes or regulations, including the interpretation or implementation thereof, will occur in the future. In addition, changes in tax laws may have a significant impact on our operating results. For more information regarding this, please refer to "Risks Related to Our Status as a REIT."

Our inability to remain in compliance with regulatory requirements could have a material adverse effect on our operations and on our reputation generally. We are unable to give any assurances that applicable laws or regulations will not be amended or construed differently, or that new laws and regulations will not be adopted, either of which may have a material adverse effect on our business, financial condition or results of operations.

We believe that our portfolio is in substantial compliance with federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances, but this belief is based on limited testing. Nearly all of our properties have been subjected to Phase I or similar environmental audits. These environmental audits have

not revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations or financial condition. However, we cannot assure you that:

We could incur significant costs related to government regulation and litigation over environmental matters, and changes in various other federal, state and local laws, regulations and policies could have a material adverse effect on our business, results of operations and financial condition.

Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property, and may be held liable to third parties for bodily injury or property damage incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or otherwise caused, the release of the hazardous or toxic substances. The presence of contamination at any of our properties, or the failure to remediate contamination discovered at such properties, could result in significant costs to us and may materially adversely affect our ability to sell or lease such properties or to borrow using such properties as collateral.

For example, federal, state and local laws require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain re-developments. These regulations also govern emissions of, and exposure to, asbestos fibers in the air, which may necessitate implementation of site-specific maintenance practices. Certain laws also impose liability for the release of asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real property for personal injury or property damage associated with asbestos-containing materials. Asbestos-containing building materials are present at some of our properties and may be present at others. To minimize the risk of on-site asbestos being improperly disturbed, we have developed and implemented asbestos operations and maintenance programs to manage asbestos-containing materials and suspected asbestos-containing materials in accordance with applicable legal requirements.

SPG maintains insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties. We will remain under SPG's insurance coverage during 2014 and will pay SPG our respective share of insurance premiums to cover our properties.

The initial portion of coverage not provided by third-party carriers will either be insured through a wholly owned captive insurance companies or other financial arrangements controlled by SPG. A third-party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier's policy. A similar policy written through SPG's captive insurance entities also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.

There are some types of losses, including lease and other contract claims and certain catastrophic perils, that generally are not insured or are subject to large insurance deductibles. If an uninsured loss or a loss in excess of insured limits occurs, or a loss for which there is a large deductible occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate. SPG's insurance policies include coverage for acts of terrorism by foreign or domestic agents. The United States government provides reinsurance coverage to insurance companies following a declared terrorism event under the Terrorism Risk Insurance Program Reauthorization Act, which extended the effectiveness of the Terrorism Risk Insurance Extension Act (which we refer to as the "TRIA") of 2005. The TRIA is designed to reinsure the insurance industry from declared terrorism events that cause or create in excess of $100 million in damages or losses. The U.S. government could terminate its reinsurance of terrorism, thus increasing the risk of uninsured losses for such acts. If the TRIA is not extended beyond

its current expiration date of December 31, 2014, we may incur higher insurance costs and greater difficulty in obtaining insurance that covers terrorism-related damages. Our tenants may also experience similar difficulties.

After 2014, we may enter into new insurance arrangements with third party insurance providers or, subject to agreement with SPG, may continue to be under SPG's insurance.

Our due diligence review of acquisition opportunities or other transactions may not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.

Although we intend to conduct due diligence with respect to each acquisition opportunity or other transaction that we pursue, it is possible that our due diligence processes will not uncover all relevant facts, particularly with respect to any assets we acquire from third parties. In some cases, we may be given limited access to information about the investment and will rely on information provided by the target of the investment. In addition, if opportunities are scarce, the process for selecting bidders is competitive, or the time frame in which we are required to complete diligence is short, our ability to conduct a due diligence investigation may be limited, and we would be required to make investment decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, investments and other transactions that initially appear to be viable may prove to not be so over time, due to the limitations of the due diligence process or other factors.

We are dependent on SPG to provide services to us pursuant to the property management agreements and transition services agreement; it may be difficult to replace the services provided under such agreements, and employees of SPG will face competing demands on their time in discharging their duties to WPG under these agreements.

Following the separation and distribution, we will depend on SPG to provide certain services to us in operating our malls. Prior to the separation and distribution, employees of SPG managed these malls by, among other things, negotiating leases with tenants, promoting the leasing property through advertisements, billing tenants for rent and all other charges, paying the salaries of all employees of SPG responsible for management of the properties, making such repairs as approved in the budgets, maintenance and payment of any taxes or fees. Following the separation and distribution, these employees will continue to be employed by SPG and will not become employees of WPG. As a result, we will initially rely on these employees of SPG to continue providing management and other services to us pursuant to the property management agreements. The loss of such services could adversely affect our operations. Furthermore, these employees will face competing demands on their time in discharging their duties to WPG under these agreements, the compensation of these employees will be entirely determined by SPG and may not be linked to the operating performance of our malls, and the continued service of these employees pursuant to the property management agreements is not guaranteed.

It may be difficult for us to replace our property management agreements with SPG. The property management agreements may be terminated by either party as of the end of the initial term or during any renewal term upon 180 days' prior notice to the other party. If the property management agreements are terminated we will need to replace the services provided by SPG and the terms of such replacement agreements may be less favorable to us.

SPG, as manager of certain of our enclosed mall properties under the property management agreements, will not be required to present investments to us that satisfy our investment guidelines before pursuing such opportunities on SPG's behalf.

Our property management agreements will not require SPG to present investment opportunities that satisfy our investment guidelines to us before pursuing such opportunities on SPG's behalf. As a result, SPG may be able to direct investment opportunities away from WPG, and we may be unable to compete with SPG in pursuing such opportunities.

In addition, our Governance Principles will provide that if any WPG director who is also a director, officer or employee of SPG acquires knowledge of a corporate opportunity or is otherwise offered a corporate opportunity (provided that this knowledge was not acquired solely in such person's capacity as a director of our company), then to the fullest extent permitted by law, such person is deemed to have fully satisfied such person's fiduciary duties owed to us and is not liable to us if SPG, or their affiliates, pursues or acquires the corporate opportunity, or if such person did not present the corporate opportunity to us.

We have no history operating as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

The historical information about us in this information statement refers to our business as operated by and integrated with SPG. Our historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of SPG. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future. Factors which could cause our results to differ from those reflected in such historical and pro forma financial information and which may adversely impact our ability to receive similar results in the future may include, but are not limited to, the following:

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as an independent company. For additional information about the past financial performance of our business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of our business, please refer to "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this information statement.

If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, SPG, WPG and SPG shareholders could be subject to significant tax liabilities and, in certain circumstances, WPG could be required to indemnify SPG for material taxes and related amounts pursuant to indemnification obligations under the tax matters agreement.

It is a condition to the distribution that SPG receive an opinion of counsel, satisfactory to the SPG board of directors, to the effect that the distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion of counsel will be based and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of SPG and WPG, including those relating to the past and future conduct of SPG and WPG. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if SPG or WPG breach any of their respective covenants in the separation documents, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding the opinion of counsel, the Internal Revenue Service (the "IRS") could determine that the distribution, together with certain related transactions, should be treated as a taxable transaction if it determines that any of the representations, assumptions or undertakings upon which the opinion of counsel was based are false or have been violated, or if it disagrees with the conclusions in the opinion of counsel. The opinion of counsel is not binding on the IRS and there can be no assurance that the IRS will not take a contrary position.

If the distribution, together with certain related transactions, fails to qualify for tax-free treatment, in general, SPG would recognize taxable gain as if it had sold the WPG common stock in a taxable sale for its fair market value (unless SPG and WPG jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, WPG would (i) recognize taxable gain as if it had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of the WPG common stock and the assumption of all WPG's liabilities and (ii) obtain a related step up in the basis of its assets) and SPG shareholders who receive WPG common shares in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. For more information, please refer to "The Separation — Material U.S. Federal Income Tax Consequences of the Distribution."

Under the tax matters agreement that WPG will enter into with SPG, WPG may be required to indemnify SPG against any additional taxes and related amounts resulting from (i) an acquisition of all or a portion of the equity securities or assets of WPG, whether by merger or otherwise, (ii) other actions or failures to act by WPG, or (iii) any of WPG's representations or undertakings being incorrect or violated. For a more detailed discussion, please refer to "Certain Relationships and Related Person Transactions — The Tax Matters Agreement."

Proposed legislation, if enacted, would prevent the distribution from qualifying for tax-free treatment.

On February 26, 2014, the Chairman of the Ways and Means Committee of the U.S. House of Representatives released draft proposed legislation titled the Tax Reform Act of 2014, which includes a proposal that would prevent a spin-off involving a REIT (such as the proposed distribution of WPG common shares) from qualifying for tax-free treatment under Section 355 of the Code. The proposed legislation provides that this provision would apply to distributions occurring on or after February 26, 2014. Accordingly, if this proposal or legislation containing a similar provision, with such effective date (or another effective date that precedes the date of the distribution), were to become law, the distribution would be a taxable transaction and the SPG shareholders who receive WPG common shares in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. For more information regarding the material U.S. federal income tax consequences if the distribution fails to qualify for tax-free treatment see "The Separation—Material U.S. Federal Income Tax Consequences of the Distribution."

WPG may not be able to engage in desirable strategic or capital-raising transactions following the separation. In addition, WPG could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

To preserve the tax-free treatment of the separation, for the two-year period following the separation, WPG may be prohibited, except in specific circumstances, from: (i) entering into any transaction pursuant to which all or a portion of WPG's shares would be acquired, whether by merger or otherwise, (ii) issuing equity securities beyond certain thresholds, (iii) repurchasing WPG common shares, (iv) ceasing to actively conduct certain of its businesses, or (v) taking or failing to take any other action that prevents the distribution and related transactions from being tax-free.

These restrictions may limit WPG's ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of WPG's business. For more information, please refer to "The Separation — Material U.S. Federal Income Tax Consequences of the Distribution" and "Certain Relationships and Related Person Transactions — The Tax Matters Agreement."

Potential indemnification liabilities to SPG pursuant to the separation agreement could materially adversely affect our operations.

The separation agreement with SPG provides for, among other things, the principal corporate transactions required to effect the separation, certain conditions to the separation and distribution and provisions governing our relationship with SPG with respect to and following the separation and distribution. Among other things, the separation agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the separation and distribution, as well as those obligations of SPG that we will assume pursuant to the separation agreement. If we are required to indemnify SPG under the circumstances set forth in this agreement, we may be subject to substantial liabilities. For a description of this agreement, please refer to "Certain Relationships and Related Person Transactions — The Separation Agreement."

After the separation, certain of our directors and executive officers and directors may have actual or potential conflicts of interest because of their previous or continuing equity interest in, or positions at, SPG.

We expect that some of our directors or executive officers will be persons who are or have been employees of SPG. Because of their current or former positions with SPG, certain of our expected directors and executive officers may own SPG common stock or other equity awards. Following the separation, even though our board of directors will consist of a majority of directors who are independent, we expect that some of our executive officers and some of our directors will continue to have a financial interest in SPG common stock. In addition, certain of our directors will continue serving on the board of directors of SPG and as executive officers of SPG. Continued ownership of SPG common stock, or service as a director at both companies, could create, or appear to create, potential conflicts of interest.

We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed due to a variety of circumstances, not all of which may be under our control. The separation is expected to provide the following benefits, among others: (i) a distinct investment identity allowing investors to evaluate our merits, performance and future prospects as an independent company; (ii) more efficient allocation of capital for both SPG and for us; and (iii) direct access by us to the capital markets.

We may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) the separation will require significant amounts of management's time and effort, which may divert management's attention from operating and growing our business; (ii) following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of SPG; (iii) following the separation, our business will be less diversified than SPG's business prior to the separation; and (iv) the other actions required to separate our business from that of SPG could disrupt our operations. If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, financial conditions and results of operations could be materially adversely affected.

Our agreements with SPG in connection with the separation and distribution, including our property management agreements, involve potential conflicts of interest, and may not reflect terms that would have resulted from negotiations between unaffiliated third parties.

Because the separation and distribution involves the division of certain of SPG's existing businesses into two independent companies, we expect to enter into certain agreements with SPG to provide a framework for our relationship with SPG following the separation and distribution, including the separation agreement, the property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. The terms of these agreements between SPG and us will be determined while we are still a wholly owned subsidiary of SPG and will be determined by persons who are at the time employees, officers or directors of SPG or its subsidiaries and, accordingly, have a conflict of interest. For example, during the period in which the terms of those

agreements will be prepared, we will not have a board of directors that will be independent of SPG. As a result, the terms of those agreements may not reflect terms that would have resulted from arm's-length negotiations between unaffiliated third parties. Arm's-length negotiations between SPG and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See "Certain Relationships and Related Person Transactions."

No vote of the SPG shareholders is required in connection with the separation and distribution.

No vote of the SPG shareholders is required in connection with the separation and distribution. Accordingly, if this transaction occurs and you do not want to receive our common shares in the distribution, your only recourse will be to divest yourself of your SPG common stock prior to the record date for the distribution.

SPG's board of directors has reserved the right, in its sole discretion, to amend, modify or abandon the separation and distribution and the related transactions at any time prior to the distribution date. In addition, the separation and distribution and related transactions are subject to the satisfaction or waiver by SPG's board of directors in its sole discretion of a number of conditions. We cannot assure you that any or all of these conditions will be met.

The SPG board of directors has reserved the right, in its sole discretion, to amend, modify or abandon the separation and distribution and the related transactions at any time prior to the distribution date. This means that SPG may cancel or delay the planned separation and distribution of our common shares if at any time the board of directors of SPG determines that it is not in the best interests of SPG and its shareholders. If SPG's board of directors makes a decision to cancel the separation, shareholders of SPG will not receive any distribution of our common shares and SPG will be under no obligation whatsoever to its shareholders to distribute such common shares. In addition, the separation and distribution and related transactions are subject to the satisfaction or waiver by SPG's board of directors in its sole discretion of a number of conditions. We cannot assure you that any or all of these conditions will be met.

In connection with our separation from SPG, SPG will indemnify us for certain pre-distribution liabilities and liabilities related to SPG assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that SPG's ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation agreement, SPG will agree to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that SPG agrees to retain, and there can be no assurance that SPG will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from SPG any amounts for which we are held liable, such indemnification may be insufficient to fully offset the financial impact of such liabilities and/or we may be temporarily required to bear these losses while seeking recovery from SPG.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and share price.

As a public company, we will become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare our financial statements according to the rules and regulations required by the SEC. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing.

In addition, the Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause our company to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in our company and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm report a material weakness in our internal control over financial reporting. This could materially adversely affect our company by, for example, leading to a decline in our share price and impairing our ability to raise additional capital.

Substantial sales of our common shares may occur in connection with the distribution, which could cause our share price to decline.

The shares that SPG intends to distribute to its shareholders generally may be sold immediately in the public market. Upon completion of the distribution, we expect that we will have an aggregate of 155,329,268 common shares issued and outstanding, based on the number of outstanding shares of SPG as of March 14, 2014. These shares will be freely tradable without restriction or further registration under the U.S. Securities Act of 1933, as amended, (the "Securities Act") unless the shares are owned by one of our "affiliates," as that term is defined in Rule 405 under the Securities Act.

Although we have no actual knowledge of any plan or intention on the part of any 5% or greater shareholder to sell our shares following the distribution, it is possible that some SPG shareholders, including possibly some of our large shareholders, will sell our common shares that they receive in the distribution. For example, SPG shareholders may sell our common shares because our business profile or market capitalization as an independent company does not fit their investment objectives or because our common shares are not included in certain indices after the distribution. A portion of SPG's shares is held by index funds tied to the Standard & Poor's 500 Index or other indices, and if we are not included in these indices at the time of the distribution, these index funds may be required to sell our shares. The sales of significant amounts of our common shares, or the perception in the market that this will occur, may result in the lowering of the market price of our shares.

If we do not qualify to be taxed as a REIT, or if we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face substantial tax liability, which would substantially reduce funds available for distribution to our shareholders.

We expect to receive an opinion of our special REIT tax advisors, Faegre Baker Daniels LLP (the "Special Tax Advisor"), with respect to our qualification as a REIT in connection with the separation. Investors should be aware, however, that opinions of advisors are not binding on the IRS or any court. The opinions of the Special Tax Advisor represent only the view of the Special Tax Advisor based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the value of our assets and the sources of our income. The opinion is expressed as of the date issued. The Special Tax Advisor will have no obligation to advise us, or the holders of our common shares, of any subsequent change in the matters stated, represented or assumed or of any subsequent change in applicable law.

Furthermore, both the validity of the opinion of the Special Tax Advisor and our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis, the results of which will not be monitored by the Special Tax Advisor. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Moreover, the proper classification of one or more of our investments may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the IRS will not contend that our investments violate the REIT requirements.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to our shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability

could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse effect on the value of, and trading prices for, our common shares. Unless we are deemed to be entitled to relief under certain provisions of the Code, we would also be disqualified from taxation as a REIT for the four taxable years following the year during which we initially ceased to qualify as a REIT.

Our failure to qualify as a REIT could cause our shares to be delisted from the NYSE.

The NYSE requires, as a condition to the listing of our common shares, that we maintain our REIT status. Consequently, if we fail to maintain our REIT status, our common shares could promptly be delisted from the NYSE, which would decrease the trading activity of such common shares, making the sale of such common shares difficult.

If we were delisted as a result of losing our REIT status and wished to relist our shares on the NYSE, we would be required to reapply to the NYSE to be listed as a non-REIT corporation. As the NYSE's listing standards for REITs are less burdensome than its standards for non-REIT corporations, it would be more difficult for us to become a listed company under these heightened standards. We may not be able to satisfy the NYSE's listing standards for non-REIT corporations. As a result, if we were delisted from the NYSE, we may not be able to relist as a non-REIT corporation, in which case our shares could not trade on the NYSE.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

Dividends payable by non-REIT corporations to non-REIT shareholders that are individuals, trusts and estates are generally taxed at reduced tax rates. Dividends payable by REITs, however, generally are not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common shares.

Qualifying as a REIT involves highly technical and complex provisions of the Code.

Qualifying as a REIT involves the application of highly technical and complex provisions of the Code for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Compliance with these requirements must be carefully monitored on a continuing basis, and there can be no assurance that our Manager's personnel responsible for doing so will be able to successfully monitor our compliance, despite clauses in the property management agreements requiring such monitoring. In addition, our ability to satisfy the requirements to qualify to be taxed as a REIT may depend, in part, on the actions of third parties over which we have either no control or only limited influence.

Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a negative effect on us.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury (the "Treasury"). In particular, in June 2013, several companies pursuing REIT conversions disclosed that they had been informed by the IRS that it had formed a new internal working group to study the current legal standards the IRS uses to define "real estate" for purposes of the REIT provisions of the Code. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect our investors or our company. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify to be taxed as a REIT and/or the U.S. federal income tax consequences to our investors and our company of such qualification.

REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.

In order for us to qualify to be taxed as a REIT, and assuming that certain other requirements are also satisfied, we generally must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to our shareholders each year, so that U.S. federal corporate

income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT, but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.

From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our capital stock or debt securities to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Further, amounts distributed will not be available to fund investment activities. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our shares. Any restrictions on our ability to incur additional indebtedness or make certain distributions could preclude us from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of properties or increases in the number of shares outstanding without commensurate increases in funds from operations each would adversely affect our ability to maintain distributions to our shareholders. Consequently, there can be no assurance that we will be able to make distributions at the anticipated distribution rate or any other rate. Please refer to "Dividend Policy."

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows.

Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. Please refer to "Material U.S. Federal Income Tax Consequences." For example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more taxable REIT subsidiaries ("TRSs") or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations. In addition, we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm's-length basis. Any of these taxes would decrease cash available for distribution to our shareholders.

Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.

To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consist of cash, cash items, government securities and "real estate assets" (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

Additionally, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. Please refer to "Material U.S. Federal Income Tax Consequences." If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

In addition to the asset tests set forth above, to qualify to be taxed as a REIT, we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our shareholders and the ownership of our shares. We may be unable to pursue investments that would be otherwise advantageous to us in order

to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Income from certain potential hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy the REIT gross income tests (including gain from the termination of such a transaction) does not constitute "gross income" for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. Please refer to "Material U.S. Federal Income Tax Consequences."

As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a total return swap. This could increase the cost of our hedging activities because the total return swap may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in the total return swap will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the total return swap.

We may be unable to generate sufficient revenue from operations to pay our operating expenses and to pay distributions to our shareholders.

As a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders. To qualify for the tax benefits accorded to REITs, we intend to make distributions to our shareholders in amounts such that we distribute all or substantially all of our net taxable income each year, subject to certain adjustments. However, our ability to make distributions may be adversely affected by the risk factors described herein.

The share ownership limit imposed by the Code for REITs, and our amended and restated articles of incorporation, may inhibit market activity in our shares and restrict our business combination opportunities.

In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after our first taxable year. Our amended and restated articles of incorporation, with certain exceptions, authorize our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 8%, or 18% in the case of members of the Simon family and related persons, of any class of capital stock or any combination thereof, determined by the number of shares outstanding, voting power or value (as determined by our board of directors), whichever produces the smallest holding of capital stock under the three methods, computed with regard to all outstanding shares of capital stock and, to the extent provided by the Code, all shares of capital stock issuable under outstanding options and exchange rights that have not been exercised. Our board of directors may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine in its sole discretion. These ownership limits could delay or prevent a transaction or a change in our control that might involve a premium price for our common shares or otherwise be in the best interest of our shareholders.

No market currently exists for the WPG common shares and we cannot be certain that an active trading market for our common shares will develop or be sustained after the separation, and, following the separation, our share price may fluctuate significantly.

A public market for our common shares does not currently exist. We anticipate that on or prior to the record date for the distribution, trading of our common shares will begin on a "when-issued" basis and will continue through the distribution date. However, we cannot guarantee that an active trading market will develop or be sustained for our common shares after the separation. Nor can we predict the prices at which our common shares may trade after the

separation. Similarly, we cannot predict the effect of the separation on the trading prices of our common shares or whether the combined market value of our common shares and SPG's common shares will be less than, equal to, or greater than the market value of SPG's common shares prior to the separation. The market price of our common shares may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

In addition, when the market price of a company's common shares drops significantly, shareholders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

We cannot guarantee the timing, amount, or payment of dividends on our common shares.

Although we expect to pay regular cash dividends following the separation, the timing, declaration, amount and payment of future dividends to shareholders will fall within the discretion of our board of directors. Our board of directors' decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors that it deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and access capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividend if we commence paying dividends. For more information, Please refer to "Dividend Policy."

Our cash available for distribution to shareholders may be insufficient to pay distributions at any particular levels or in amounts sufficient to maintain our REIT qualification, which may require us to borrow funds in order to make such distributions.

As a REIT, we are required to distribute at least 90% of our REIT taxable income each year, excluding net capital gains, to our shareholders. We intend to make regular quarterly distributions whereby we expect to distribute at least 100% of our REIT taxable income to our shareholders out of assets legally available thereof. Based on the amount of WPG's REIT taxable income for the twelve-month period ended December 31, 2013 as reflected in the summary historical combined financial data, the Company's annual dividend for that period would have been greater than $1.00 per share, assuming a distribution ratio of one WPG share for every two shares of SPG. However, our ability to make distributions may be adversely affected by various factors, many of which are not within our control. For example, in the event of downturns in our financial condition or operating results, economic conditions or otherwise, we may be unable to declare or pay distributions to our shareholders to the extent required to maintain our REIT qualification. We may be required either to fund distributions from borrowings under our anticipated revolving credit facility or to reduce our distributions. If we borrow to fund distributions, our interest costs may increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

In addition, some of our distributions may include a return of capital. To the extent that we make distributions in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), such distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of the holder's adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder's adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder's shares, the distributions will be treated as gain from the sale or exchange of such shares.

In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise. We also anticipate granting compensatory equity awards to directors, officers, employees, advisors and consultants who will provide services to us after the distribution. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common shares.

In addition, our amended and restated articles of incorporation will authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common shares respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our common shares. For example, we could grant the holders of preferred shares the right to elect some number of our directors in all events or on the occurrence of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares. Please refer to "Description of WPG's Capital Stock."

Certain provisions in our amended and restated articles of incorporation and bylaws, and provisions of Indiana law, may prevent or delay an acquisition of our company, which could decrease the trading price of our common shares.

Our amended and restated articles of incorporation and bylaws will contain, and Indiana law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make the company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of us and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Several of the agreements that we expect to enter into in connection with the separation with SPG may require SPG's consent to any assignment by us of our rights and obligations under the agreements. These agreements will generally expire within two years of our separation from SPG, except for certain agreements that will continue for longer terms. The consent and termination rights set forth in these agreements might discourage, delay or prevent a change of control that you may consider favorable.

In addition, an acquisition or further issuance of our common shares could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e), please refer to "The Separation — Material U.S. Federal Income Tax Consequences of the Distribution." Under the tax matters agreement, we would be required to indemnify SPG for any resulting taxes and related amounts, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable. Please refer to "Certain Relationships and Related

Person Transactions" and "Description of WPG's Capital Stock" for a more detailed description of these agreements and provisions.

Our substantial shareholders may exert influence over our company that may be adverse to our best interests and those of our other shareholders.

Following the separation and distribution, we expect that a substantial portion of our outstanding common shares will be held by a relatively small group of shareholders. This concentration of ownership may make some transactions more difficult or impossible without the support of some or all of these shareholders. For example, the concentration of ownership held by the substantial shareholders, even if they are not acting in a coordinated manner, could allow them to influence our policies and strategy and could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that may otherwise be favorable to us and our other shareholders. In addition, the interests of any of our substantial shareholders, or any of their respective affiliates, could conflict with or differ from the interests of our other shareholders or the other substantial shareholders. A substantial shareholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

This information statement and other materials SPG and WPG have filed or will file with the SEC contain, or will contain, certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words "believe," "expect," "anticipate," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our 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: our ability to meet debt service requirements, the availability of financing, changes in any credit rating we may subsequently obtain, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion 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, intensely competitive market environment in the retail industry, costs of CAM, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. Other factors that could cause actual results or events to differ materially from those anticipated include the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." In particular, information included under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "The Separation" contain forward-looking statements.

Washington Prime Group Inc. is a newly-formed company that has not commenced operations, and as a result, it has not paid any distributions as of the date of this information statement. We expect to distribute at least 100% of our REIT taxable income to our shareholders out of assets legally available thereof. Based on the amount of WPG's REIT taxable income for the twelve-month period ended December 31, 2013 as reflected in the unaudited pro forma combined financial statements, its annual dividend for that period would have been greater than $1.00 per share, assuming a distribution ratio of one WPG share for every two shares of SPG. Our REIT taxable income for the twelve-month period ended December 31, 2013 was based upon the historical operating results of the properties and does not take into account any additional investments and their associated cash flows, unanticipated expenditures we may have to make or any additional debt we may incur. Accordingly, the methodology upon which we determined WPG's distributions for the twelve-month period ended December 31, 2013, based on REIT taxable income for that period, is not necessarily intended to be a basis for determining future distributions.

To qualify as a REIT, we must distribute to our shareholders an amount at least equal to:

We cannot assure you that our distribution policy will remain the same in the future, or that any estimated distributions will be made or sustained. Distributions made by us will be authorized and determined by our board of directors, in its sole discretion, out of legally available funds, and will be dependent upon a number of factors, including restrictions under applicable law, actual and projected financial condition, liquidity, funds from operations and results of operations, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, the annual REIT distribution requirements and such other factors as our board of directors deems relevant. For more information regarding risk factors that could materially and adversely affect our ability to make distributions, please refer to "Risk Factors."

Our distributions may be funded from a variety of sources. In particular, we expect that, at least initially, our distributions may exceed our net income under GAAP because of non-cash expenses included in net income. To the extent that our cash available for distribution is less than 90% of our taxable income, we may consider various means to cover any such shortfall, including borrowing under our anticipated revolving credit facility or other loans, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related or debt securities or declaring taxable share dividends. In addition, our amended and restated articles of incorporation allow us to issue shares of preferred equity that could have a preference on distributions, and if we do, the distribution preference on the preferred equity could limit our ability to make distributions to the holders of our common shares.

For a discussion of the tax treatment of distributions to holders of our common shares, please refer to "Material U.S. Federal Income Tax Consequences."

The following table sets forth WPG's capitalization as of December 31, 2013 on a historical basis and on a pro forma basis to give effect to the pro forma adjustments included in WPG's unaudited pro forma financial information. The information below is not necessarily indicative of what WPG's capitalization would have been had the separation, distribution and related financing transactions been completed as of December 31, 2013. In addition, it is not indicative of WPG's future capitalization. This table should be read in conjunction with "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and WPG's unaudited combined financial statements and notes included elsewhere in this information statement.

Our combined financial statements were carved-out from the financial information of SPG at a carrying value reflective of such historical cost in such SPG records. Our historical financial results reflect charges for certain corporate expenses which include, but are not limited to, costs related to property management, human resources, security, payroll and benefits, legal, corporate communications, information services and restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly our percentage of SPG's adjusted revenue and assets and the number of properties. We believe these charges are reasonable; however, these results may not reflect what our expenses would have been had we been operating as a separate stand-alone public company. The corporate cost charges for the years ended 2013, 2012, 2011, 2010 and 2009 were $18.1 million, $18.2 million, $16.6 million, $16.5 million and $17.1 million, respectively. Effective with the separation, we will enter into agreements with SPG to secure the appropriate support services that we deem necessary to operate as a separate company. The historical combined financial information presented may not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone entity during the periods shown. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Basis of Presentation."

The combined historical results set forth below do not indicate results expected for any future periods. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined financial statements and related notes thereto included elsewhere in this information statement.

	Year Ended December 31,

	2013			2012			2011			2010			2009
Operating Data:
Total revenue	$	626,289		$	623,927		$	577,978		$	579,006		$	597,838
Depreciation and amortization		(182,828	)		(189,187	)		(155,514	)		(154,922	)		(172,232	)
Other operating expenses		(216,441	)		(220,369	)		(206,978	)		(206,091	)		(213,651	)

Operating income		227,020			214,371			215,486			217,993			211,955
Interest expense		(55,058	)		(58,844	)		(55,326	)		(63,601	)		(65,038	)
Income and other taxes		(196	)		(165	)		(157	)		(119	)		(183	)
Income (loss) from unconsolidated entities		1,416			1,028			(143	)		(525	)		621
Gain on sale of interests in properties		14,152			—			—			—			—

Net income		187,334			156,390			159,860			153,748			147,355
Net income attributable to noncontrolling interests		(213	)		(259	)		(344	)		(387	)		(424	)

Net income attributable to SPG	$	187,121		$	156,131		$	159,516		$	153,361		$	146,931

Cash Flow Data:
Operating activities	$	336,434		$	350,703		$	298,853		$	301,082		$	303,899
Investing activities		(92,608	)		(71,551	)		(82,448	)		(29,226	)		(28,043	)
Financing activities		(248,955	)		(270,777	)		(213,492	)		(270,395	)		(273,762	)

The following unaudited pro forma combined financial data has been developed by applying pro forma adjustments to the historical combined financial information which reflect the separation of WPG from SPG as described in this information statement. The unaudited pro forma combined balance sheet gives effect to the transactions described below as if they had occurred on December 31, 2013. The unaudited pro forma statements of operations gives effect to the transactions described below as if they had occurred on January 1, 2013. All significant pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial data which should be read in conjunction with such unaudited pro forma combined financial information.

The unaudited pro forma combined financial data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2013 or as of December 31, 2013, as applicable, nor is it indicative of our future results of operations or financial position.

Our combined financial statements were carved-out from the financial information of SPG. Our historical financial results reflect charges for certain corporate expenses which include, but are not limited to, costs related to property management, human resources, security, payroll and benefits, legal, corporate communications, information services and restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly, our percentage of SPG's adjusted revenue and assets and the number of properties. We believe these charges are reasonable; however, these results may not reflect what our expenses would have been had we been operating as a separate stand-alone public company. Effective with the separation, we will assume responsibility for all of these functions and related costs and anticipate our costs as a stand-alone entity will be higher than those charged to us from SPG. No pro forma adjustments have been made to our financial statements to reflect the additional costs and expenses described in this paragraph because they are projected amounts based on judgmental estimates and, as such, are not includable as pro forma adjustments in accordance with the requirements of Rule 11-02 of Regulation S-X. We estimate that our corporate general and administrative expenses will be approximately $5 million to $8 million higher than that reflected in the pro forma combined financial statements as a result of additional costs required to function as an independent publicly traded company. These costs include, but are not limited to, additional compensation costs with respect to new and existing positions, board of directors' fees and expenses, directors' and officers' insurance, incremental audit and tax fees, and depreciation and amortization related to information technology infrastructure investments.

The unaudited pro forma combined financial data should be read in conjunction with the information contained in "Summary Historical Combined Financial Data" and the combined financial statements and related notes thereto appearing elsewhere in this information statement.

Washington Prime Group Inc.
Unaudited Pro Forma Combined Statement of Operations
(Dollars in thousands)
For the Year Ended December 31, 2013

	Historical			Adjustments			Footnotes	Total

REVENUE:
Minimum rent	$	426,039		$	—			$	426,039
Overage rent		8,715			—				8,715
Tenant reimbursements		184,742			—				184,742
Other income		6,793			—				6,793

Total revenue		626,289			—				626,289

EXPENSES:
Property operating		104,089			2,500		(A)		106,589
Depreciation and amortization		182,828			—				182,828
Real estate taxes		76,216			—				76,216
Repairs and maintenance		22,584			—				22,584
Advertising and promotion		8,316			—				8,316
Provision for credit losses		572			—				572
General and Administrative and Other		4,664			3,900		(A)		8,564

Total operating expenses		399,269			6,400				405,669

OPERATING INCOME		227,020			(6,400	)			220,620
Interest expense		(55,058	)		(30,990	)	(B)		(86,048	)
Income and other taxes		(196	)		—				(196	)
Income from unconsolidated entities		1,416			—				1,416
Gain on sale of interests in properties		14,152			—				14,152

CONSOLIDATED NET INCOME		187,334			(37,390	)			149,944
Net income attributable to noncontrolling interests		213			21,412		(F)		21,625

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	187,121		$	(58,802	)		$	128,319

Weighted Average Number of Shares Outstanding— Basic and Diluted							(C)		155,127,500

Basic and Diluted Earnings Per Share								$	0.83

Washington Prime Group Inc.
Unaudited Pro Forma Combined Balance Sheet
(Dollars in thousands)
December 31, 2013

	Historical		Adjustments			Footnotes	Totals

ASSETS:
Investment properties at cost	$	4,789,705	$	—			$	4,789,705
Less — accumulated depreciation		1,974,949		—				1,974,949

		2,814,756		—				2,814,756
Cash and cash equivalents		25,857		—		(D)		25,857
Tenant receivables and accrued revenue, net		61,121		—				61,121
Investment in unconsolidated entities, at equity		3,554		—				3,554
Deferred costs and other assets		97,370		17,400		(D)		114,770

Total assets	$	3,002,658	$	17,400			$	3,020,058

LIABILITIES:
Existing mortgage loans	$	918,614	$	(10,100	)	(D)	$	908,514
New secured mortgage loans		0		425,000		(D)		425,000
Unsecured term loan		0		500,000		(D)		500,000
Unsecured revolving credit facility		0		102,540		(D)		102,540
Accounts payable, accrued expenses, intangibles, and deferred revenues		151,011		45,000		(E)		196,011
Cash distributions and losses in partnerships and joint ventures, at equity		41,313		—				41,313
Other liabilities		7,195		—				7,195

Total liabilities		1,118,133		1,062,440				2,180,573

EQUITY:
SPG equity		1,883,680		(1,883,680	)	(F)		—
Stockholders' equity		—		718,714		(F)		718,714
Noncontrolling interests		845		119,926		(F)		120,771

Total equity		1,884,525		(1,045,040	)			839,485

Total liabilities and equity	$	3,002,658	$	17,400			$	3,020,058

Reflects adjustments for the year ended December 31, 2013 related to fees pursuant to agreements between WPG and SPG and the leasing of office space within SPG's headquarters in Indianapolis, Indiana. The agreements with SPG provide various services to be provided to us by SPG, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The incremental charges for the services are estimated based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs.

The general and administrative costs include an adjustment to reflect the employment agreement with our Chief Executive Officer, Mark Ordan. A summary of the estimated expense of $3,900 related to this agreement follows. See also the Compensation and Discussion Analysis section and related exhibit for the applicable employment agreement included within this registration statement.

Reflects an adjustment of $31.0 million for the year ended December 31, 2013 related to an increase in interest expense due to an additional $1,017.4 million in net new debt we contemplate assuming in conjunction with the formation of WPG as discussed in Note D below. We have entered into 7 new secured mortgage loans with rates ranging from 4.19% to 4.82% and terms ranging from 5 to 10 years. Additionally, we have obtained a new unsecured term loan that will have an interest rate of one-month LIBOR plus 1.15% and we have also obtained an unsecured revolving credit facility that will be available at an interest rate of one-month LIBOR plus 1.05%. One-month LIBOR was 0.17% at December 31, 2013. Such pricing assumes a credit rating of BBB/Baa2 for Washington Prime Group, L.P.

as further discussed in "Description of Material Indebtedness." Details of the calculation of the adjustment to pro forma interest expense is provided below.

Reflects the historical number of SPG weighted average basic and diluted common shares outstanding of 155,127,500 for the year ended December 31, 2013 assuming a distribution ratio of one WPG share for every two shares of SPG equity. SPG's diluted weighted average shares outstanding and weighted average limited partner units outstanding were 310,255,000 and 52,101,000 for the year ended December 31, 2013, respectively.

Reflects an adjustment of $1,017.4 million as of December 31, 2013 related to anticipated new loan issuances, proceeds of which are to be retained by SPG in the formation of WPG. The loans are being established to provide an appropriate amount of leverage on our portfolio of properties. See detail of new loans by type in footnote B above. Adjustment also reflects the capitalization of debt issue costs of $17.4 million. These debt issue costs are for the mortgage loans, term loan and credit facility in amounts of $8,700, $2,716 and $6,014, respectively. Please refer to "Description of Material Indebtedness."

As a result of the Separation Agreement with SPG, reflects an adjustment of $45 million as of December 31, 2013 related to our agreement to reimburse SPG for the costs incurred by SPG in connection with the spin-off and to reimburse SPG for the working capital as of the date of the separation. The spin-off reimbursement includes costs for the preparation and negotiation of the Separation Agreement and related agreements, SEC filings and organizational documents, professional fees, loan assumption and consent fees and transfer taxes. Working capital conveyed to us by SPG includes cash and escrow balances, accounts receivable, accounts payable and operating expense accruals.

Reflects an allocation of net income and equity to WPG and the limited partners based on their weighted average ownership interests in Washington Prime Group, L.P at the date of the separation and distribution. SPG's weighted average ownership interest in its Operating Partnership was 85.7% as of December 31, 2013. We anticipate having a materially consistent proportion of ownership by our limited partners once the separation and distribution has been completed as substantially all outstanding SPG shares will participate in the distribution.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the audited combined financial statements and the corresponding notes and the unaudited pro forma combined financial statements and the corresponding notes included elsewhere in this information statement. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please refer to "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements.

On December 13, 2013, Simon Property Group, Inc. ("SPG") announced its plan to separate into two independent, publicly traded companies, SPG and Washington Prime Group Inc. ("WPG"). Our mission will be to own stable, quality strip centers and malls that effectively serve the communities in which they are located. Upon completion of the separation, WPG will operate a large, well-diversified portfolio which is anticipated to consist of interests in 54 strip centers and 44 smaller enclosed mall properties totaling approximately 53 million square feet. Our portfolio has proven to be stable, while producing steady cash flows across market cycles, and is occupied by some of the largest, most well-recognized names in the retail industry, such as Bed Bath & Beyond, Dick's Sporting Goods, Dillard's, Kohl's Corporation, Target and Macy's Inc.

Our assets are expected to consist of interests in 44 malls with approximately 36.5 million square feet of gross leasable space and 54 strip centers with approximately 16.6 million square feet of gross leasable space. One of these strip centers was under development at December 31, 2012 and subsequently opened during the third quarter of 2013. In addition to the above properties, the combined historical financial statements include our interests in three strip centers held within a joint venture portfolio of properties which were sold by that same joint venture during the first quarter of 2013 as well as one additional strip center which was sold on February 28, 2014. Our ownership interests in these properties are combined under accounting principles generally accepted in the United States of America ("GAAP").

The combined financial statements include the allocation of certain assets and liabilities that have historically been held at the SPG corporate level but which are specifically identifiable or allocable to SPG Businesses. Cash and cash equivalents, short-term investments and restricted funds held by SPG were not allocated to SPG Businesses unless the cash or investments were held by an entity that is expected to be transferred to WPG. Long-term unsecured debt and short-term borrowings were not allocated to SPG Businesses as none of the debt recorded by SPG is directly attributable to or guaranteed by SPG Businesses. All intra-company transactions and accounts have been eliminated. The total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flow as a financing activity and in the combined balance sheets as SPG equity in SPG Businesses.

The combined historical financial statements do not necessarily include all of the expenses that would have been incurred had we been operating as a separate, stand-alone entity and may not necessarily reflect our results of operations, financial position and cash flows had we been a stand-alone company during the periods presented. Our combined historical financial statements include charges related to certain SPG corporate functions, including senior management, property management, legal, leasing, development, marketing, human resources, finance, public reporting, tax and information technology. These expenses have been charged based on direct usage or benefit where identifiable, with the remainder charged on a pro rata basis of revenues, headcount, square footage, number of transactions or other measures. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, the charges may not be indicative of the actual expenses that would have been incurred had WPG operated as an independent, publicly-traded company for the periods presented.

WPG expects to incur additional costs associated with being an independent, publicly-traded company, primarily from newly established or expanded corporate functions and from higher charges than in the past from SPG for various services that will continue to be provided on a transition basis. We believe that cash flow from operations will be sufficient to fund these additional corporate expenses.

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to enhance the performance of our properties and increase our revenues by, among other things, adding anchors or big-boxes, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. In addition, we believe that there are opportunities for us to acquire additional strip center and mall assets that match our investment criteria.

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments.

We consider FFO, net operating income, or NOI, and comparable property NOI (NOI for properties owned and operating in both periods under comparison) to be key measures of operating performance that are not specifically defined by GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included elsewhere in this information statement.

The portfolio data discussed in this overview includes key operating statistics including ending occupancy and average base minimum rent per square foot. Statistics include the impact of acquired properties for all periods presented.

Core business fundamentals in the mall portfolio during 2013 were relatively stable as compared to 2012. In the strip center portfolio, core fundamentals improved on the strength of an increase in average base minimum rent psf of 0.6%. Ending occupancy for the malls was 90.8% as of December 31, 2013, as compared to 89.7% as of December 31, 2012, an increase of 110 basis points. Ending occupancy for the strip centers was 94.9% as of December 31, 2013, as compared to 94.3% as of December 31, 2012, an increase of 60 basis points.

Our share of portfolio NOI grew by 1.8% in 2013 as compared to 2012, whereas comparable property NOI grew 2.9% for the portfolio.

The following table sets forth key operating statistics for the combined portfolio of properties or interests in properties to be distributed to us:

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot. Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlets in the calculation of ending occupancy. Strip center GLA included in the calculation relates to all company owned space. Average base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

During the year ended December 31, 2013, we signed 263 new leases and 404 renewal leases with a fixed minimum rent (excluding mall anchors and majors, new development, redevelopment, expansion, downsizing, and relocation) across the portfolio, comprising approximately 1.91 million square feet of which 1.74 million square feet related to consolidated properties. During the year ended December 31, 2012, we signed 279 new leases and 539 renewal leases, comprising approximately 2.75 million square feet of which 2.53 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $19.41 psf for the 2013 period and $17.79 psf in 2012 with an average tenant allowance on new leases of $21.06 psf and $27.64 psf, respectively.

For the year ended December 31, 2013, releasing spreads across the portfolio were positive as we were able to lease available square feet at higher rents than the expiring rental rates on the same space (based on total tenant payments — base minimum rent plus common area maintenance), resulting in a releasing spread of $0.44 psf, representing a 1.5% increase over expiring payments.

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, please refer to Note 3 of the Notes to the combined financial statements.

The following acquisitions and openings affected our combined results in the comparative periods:

In addition to the activities discussed above, the following dispositions of interests in joint venture properties affected our income from unconsolidated entities in the comparative periods:

For the purposes of the following comparisons, the above transactions are referred to as the "property transactions." In the following discussions of our results of operations, "comparable" refers to properties open and operating throughout both years in the year-to-year comparisons.

Minimum rents increased $4.1 million and tenant reimbursements increased $1.8 million during 2013, of which the property transactions accounted for the majority of both of the increases. Other income decreased $4.1 million primarily as a result of decreased land sales in 2013 versus 2012.

Total operating expenses decreased $10.3 million. The reduction was primarily the result of lower property operating costs of $2.2 million as a result of our continued cost savings efforts. In addition, depreciation and amortization expense decreased by $6.4 million due to amortization related to the property transactions and higher tenant allowance write offs in 2012 versus 2013. Our provision for credit losses decreased $1.3 million from the prior year period reflecting the overall strong economic health of our tenants.

Interest expense decreased $3.8 million primarily due to a reduction in mortgage debt outstanding as a result of our net financing activity during the comparative periods including unencumbering seven properties through repayment of $114.2 million of mortgage loans in 2012.

On February 21, 2013, SPG increased its economic interest in three unconsolidated strip centers and subsequently disposed its interests in those properties. These properties were part of a portfolio of interests in properties, the remainder of which is included within those properties expected to be distributed by SPG to WPG. The aggregate gain recognized on this transaction was $14.2 million.

Minimum rents increased $32.7 million during 2012, of which the property transactions accounted for the entirety of the increase. The $2.2 million increase in overage rents was a result of an increase from the property transactions of $1.4 million. The remainder of the increase was a result of higher tenant sales in 2012 compared to 2011 at the comparable properties. Tenant reimbursements increased $9.4 million primarily due to the property transactions. Other income increased $1.7 million primarily as a result of an increase in land sales of $2.7 million partially offset by lower lease settlements of $1.3 million.

Property operating expense increased $7.6 million primarily related to a $9.0 million increase attributable to the property transactions partially offset by a $1.4 million decrease in comparable property activity due primarily to our continued cost savings efforts.

Depreciation and amortization expense increased $33.7 million primarily due to the additional depreciable assets related to the property transactions.

Real estate tax expense increased $5.2 million due to a $5.4 million increase related to the property transactions.

Repairs and maintenance decreased $653,000 due to a decrease at the comparable properties of $2.4 million which was partially offset by an increase of $1.8 million related to the property transactions.

During 2012, we recorded a provision for credit losses of $1.9 million whereas in the prior year the provision was $901,000. Both amounts reflect the overall strong economic health of our tenants.

Interest expense increased $3.5 million. The property transactions resulted in additional interest expense of $16.6 million which was partially offset by a reduction in interest expense at the comparable properties of $13.1 million as a result of our net financing activity during the comparative periods including unencumbering seven properties through repayment of $114.2 million of mortgage loans in 2012 and five properties through repayment of $251.4 million of mortgage loans in 2011.

Income from unconsolidated entities increased $1.2 million as a result of improved operating performance in the joint venture portfolio.

Our primary uses of cash are expected to include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, tenant allowance and dividends. Following the distribution date, our primary sources of cash are expected to be operating cash flow and borrowings under our debt arrangements.

Because we own primarily long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. We minimize the use of floating rate debt and may enter into floating rate to fixed rate interest rate swaps. At December 31, 2013, our total debt is comprised solely of fixed rate debt. We derive most of our liquidity from leases that generate positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $340.1 million during the year ended December 31, 2013.

Our balance of cash and cash equivalents decreased $5.1 million during 2013 to $25.9 million as of December 31, 2013 as further discussed in "Cash Flows" below.

Our business model and expected status as a REIT may require WPG to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. WPG may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and will generate sufficient cash flow from operations and from debt refinancings to address our debt maturities and capital needs through 2014.

The successful execution of our business strategy will require the availability of substantial amounts of operating and development capital both initially and over time. Sources of such capital could include bank borrowings, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint ventures. We cannot assure you that this or any other financing will be available on terms acceptable to us or at all. For a discussion of factors that could have an impact on our ability to realize these goals, please refer to "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

Upon completion of the separation, we expect to assume our share of approximately $962 million of existing secured property-level indebtedness related to certain of the SPG Businesses, based on principal balances at December 31, 2013, and to incur at least $1.0 billion of new indebtedness. Also, to provide additional liquidity following the separation, we anticipate arranging a revolving credit facility as further discussed in "Description of Material Indebtedness."

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $340.1 million during 2013. During 2013 we also:

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to shareholders necessary to maintain WPG's expected status as a REIT on a long-term basis. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:

We expect to generate positive cash flow from operations in 2014, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our retail tenants. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds from our debt arrangements, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.

Total consolidated mortgage indebtedness was $918.6 million and $926.2 million at December 31, 2013 and 2012, respectively. In October 2013, Concord Mills Marketplace refinanced its $12.2 million, 5.76% fixed rate mortgage maturing February 1, 2014 with a $16.0 million, 4.82% fixed rate mortgage that matures November 1, 2023.

At December 31, 2013, the weighted average years to maturity of our indebtedness was 4.0 years as compared to 4.8 years at December 31, 2012. Our effective overall borrowing rate at December 31, 2013 decreased two basis points to 5.87% as compared to 5.89% at December 31, 2012.

On February 11, 2014, Brunswick Square refinanced its $76.5 million, 5.65% fixed rate mortgage maturing August 11, 2014 with a $77.0 million, 4.796% fixed rate mortgage that matures March 1, 2024.

On February 20, 2014, West Ridge Mall refinanced its $64.6 million, 5.89% fixed rate mortgage maturing July 1, 2014 with a $54.0 million, 4.84% fixed rate mortgage that matures March 6, 2024. The new debt encumbers both West Ridge Mall and West Ridge Plaza.

On March 14, 2014, Muncie Mall entered into a $37.0 million, 4.19% fixed rate mortgage that matures April 1, 2021.

On March 18, 2014, Oak Court Mall entered into a $40.0 million, 4.76% fixed rate mortgage that matures April 1, 2021. Also, on March 18, 2014, Lincolnwood Town Center entered into a $53.0 million, 4.26% fixed rate mortgage that matures on April 1, 2021.

On March 25, 2014, Cottonwood Mall entered into a $105.0 million, 4.82% fixed rate mortgage that matures April 6, 2024.

On March 26, 2014, Westminster Mall entered into a $85.0 million, 4.65% fixed rate mortgage that matures April 1, 2024.

On March 27, 2014, Charlottesville Fashion Square entered into a $50.0 million, 4.54% fixed rate mortgage that matures April 1, 2024.

On April 4, 2014, Town Center at Aurora entered into a $55.0 million, 4.19% fixed rate mortgage that initially matures April 1, 2019, with two 1-year extension options subject to certain requirements.

At December 31, 2013, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse mortgage loans secured by mortgages encumbering 24 properties, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. We currently anticipate that our new secured indebtedness will contain similar financial and non-financial covenants as our existing secured indebtedness. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At December 31, 2013, the applicable borrowers under these non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

Our consolidated debt and the effective weighted average interest rates as of December 31, 2013 and December 31, 2012, consisted of the following (dollars in thousands):

In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our indebtedness as of December 31, 2013, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities (in thousands):

Off-balance sheet arrangements consist primarily of investments in joint ventures which are common in the real estate industry. Joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2013, there were no guarantees of joint venture related mortgage indebtedness. WPG may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our shareholders' best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions. On March 22, 2012, SPG acquired a controlling interest in Concord Mills Marketplace, a 230,000 square foot strip center, previously unconsolidated property which will be distributed to WPG. Results of operations of this property have been included in the combined financial results from the date of SPG's acquisition.

On January 10, 2014, SPG acquired one of its partner's remaining interests in three properties that will be contributed to WPG. The consideration paid for the partner's remaining interests in these three properties was approximately $4.6 million. Two of these properties were previously consolidated and are now wholly owned. The remaining property is accounted for under the equity method.

Dispositions. We will pursue the disposition of properties that no longer meet our strategic criteria.

New Domestic Development, Expansions and Redevelopments. We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. We expect our share of development costs for 2014 related to these activities to be approximately $75.0 million. Our estimated stabilized return on invested capital typically ranges between 8% and 12%.

In addition, we own land for the development of a new 400,000 square foot strip center in the Houston metropolitan area, to be named Fairfield Town Center. The projected cost of this development is expected to be approximately $75.0 million. The carrying value of this project is $9.8 million at December 31, 2013 which primarily

relates to the cost of the underlying land and site improvements for infrastructure. The development is expected to be completed in the later part of 2015.

As of December 31, 2013, a pipeline of approximately $300 million of future development and redevelopment projects has been identified, including the Fairfield Town Center Development. These projects generally consist of expansions and redevelopment of existing centers and leasing of anchor and big- box tenants.

During the third quarter of 2013, we opened University Town Plaza, a former enclosed mall which we have redeveloped into a 580,000 square foot open-air strip center located in Pensacola, Florida. The total cost of this project was approximately $31.7 million.

WPG is not expected to hold material land for development. Land currently held for future development is substantially limited to the land parcels held for the development of Fairfield Town Center as discussed above, and other additional parcels at our current centers which we may utilize for expansion of the existing center or sales of outlots.

The following table summarizes total capital expenditures on a cash basis (in thousands):

We are subject to market risk associated with changes in interest rates both in terms of any variable-rate debt in the portfolio and the price of new fixed-rate debt upon maturity of existing debt. As of December 31, 2013, we had fixed-rate debt of $918.6 million and no variable rate debt outstanding.

We are further subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. For additional information concerning our debt, and management's estimation process to arrive at a fair value of our debt as required by GAAP, reference is made to the notes to combined financial statements included within this information statement.

The combined financial statements reflect the operating results and financial position of SPG Businesses as it was operated by SPG, rather than as an independent company. WPG will incur additional ongoing operating expenses to operate as an independent company. These costs will include the cost of various corporate headquarters functions and incremental costs to operate a stand-alone back office infrastructure.

SPG will enter into a transition services agreement with WPG to provide certain back office services. The term of the services under the transition services agreement is expected to vary by activity but will generally not exceed 24 months. The transition services agreement will cover certain corporate support services that the WPG Businesses have historically received from SPG. The support services provided will include corporate support services. This transition

services agreement will allow WPG to operate independently prior to establishing a stand-alone support services infrastructure. During the transition from SPG, WPG will incur non-recurring expenses to expand its infrastructure.

It is not practicable to estimate the costs that would have been incurred in each of the periods presented in the historical financial statements for the functions described above. Actual costs that would have been incurred if WPG operated as a stand-alone company during these periods would have depended on various factors, including organizational design, outsourcing and other strategic decisions related to corporate functions and back office infrastructure.

Industry practice is to evaluate real estate properties in part based on FFO, NOI and comparable property NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for our comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts, or NAREIT, as net income computed in accordance with GAAP:

We have adopted NAREIT's clarification of the definition of FFO that requires us to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting changes, or a gain or loss resulting from the sale or disposal of, or any impairment charges related to, previously depreciated operating properties.

We include in FFO gains and losses realized from the sale of land, outlot buildings, marketable and non-marketable securities, and investment holdings of non-retail real estate.

You should understand that our computation of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

The following schedules reconcile total FFO to net income for the years ended December 31, 2013, 2012 and 2011 (in thousands):

The following schedules reconcile NOI to net income and set forth the computations of comparable property NOI for the years ended December 31, 2013, 2012 and 2011.

	For the Year Ended December 31,

(in thousands)	2013			2012			2011
Reconciliation of NOI of consolidated properties:
Net Income	$	187,334		$	156,390		$	159,860
Income and other taxes		196			165			157
Interest expense		55,058			58,844			55,326
Gain on sale of interests in properties		(14,152	)		—			—
Income from unconsolidated entities		(1,416	)		(1,028	)		143

Operating Income		227,020			214,371			215,486
Depreciation and amortization		182,828			189,187			155,514

NOI of consolidated properties	$	409,848		$	403,558		$	371,000

Reconciliation of NOI of unconsolidated entities:
Net Income	$	14,154		$	16,430		$	17,254
Interest expense		14,322			13,786			13,653
Gain from operations of discontinued joint venture interests		(488	)		(4,124	)		(3,911	)

Operating Income		27,988			26,092			26,996
Depreciation and amortization		15,077			13,978			13,722

NOI of unconsolidated entities	$	43,065		$	40,070		$	40,718

Total consolidated and unconsolidated NOI from continuing operations	$	452,913		$	443,628		$	411,718

Adjustments to NOI:
NOI of discontinued unconsolidated properties		1,287			7,627			7,241

Total NOI of our portfolio	$	454,200		$	451,255		$	418,959

Change in NOI from prior period		0.7	%		7.7	%
Less: Joint venture partners' share of NOI		(36,079	)		(40,347	)		(42,324	)

Our Share of NOI	$	418,121		$	410,908		$	376,635

Increase in our share of NOI from prior period		1.8	%		9.1	%
Total NOI of our portfolio	$	454,200		$	451,255
NOI from non comparable properties(1)		5,469			15,223

Total NOI of comparable properties(2)	$	448,731		$	436,032

Increase in NOI of comparable properties		2.9	%

WPG will be a retail real estate company positioned for growth. Our national portfolio, which is anticipated to consist of 98 properties in 23 states, will represent significant scale from inception. Our strong balance sheet, anticipated investment grade credit rating and status as a publicly traded company will provide us with access to multiple sources of capital. Our dedicated management team will focus on growth within our targeted asset classes. Combined, we believe these factors demonstrate that WPG will have a unique ability to act as a leading developer, re-developer and acquirer of both strip centers and malls, and will deliver attractive risk-adjusted returns to shareholders.

WPG's malls will continue to receive property management services from SPG for an initial term of two years, with automatic one year renewals unless terminated by either party as of the end of the initial term or during any renewal term upon 180 days prior notice to the other party. In addition, certain of WPG's support functions will be provided by SPG on a transitional basis for up to two years. We believe that the properties will be seamlessly integrated into our company due to the continuity of on-site operations, the institutional knowledge of our property management teams and our deep familiarity with the markets in which our assets are located.

For the years ended December 31, 2013 and 2012, we generated consolidated revenue of $626 million and $624 million, respectively, and net income of $187 million and $156 million, respectively. Our share of NOI was $418 million and $411 million for the years ended December 31, 2013 and 2012, respectively. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of net income to NOI.

We plan to elect to be treated as a real estate investment trust ("REIT") in connection with the filing of our federal income tax return for the taxable year that includes the distribution, subject to our ability to meet the requirements of a REIT at the time of election, and we intend to maintain this status in future periods. Based on the amount of WPG's REIT taxable income for the twelve-month period ended December 31, 2013 as reflected in the summary historical combined financial data, the Company's annual dividend for that period would have been greater than $1.00 per share, assuming a distribution ratio of one WPG share for every two shares of SPG. For more

information, please refer to "Dividend Policy," and for information regarding risk factors that could materially and adversely affect our ability to make distributions, please refer to "Risk Factors."

Track record of stable operating performance provides a strong foundation from which to grow cash flow. Our portfolio has had relatively stable operating metrics. Between December 31, 2011, and December 31, 2013, ending occupancy in the mall portfolio rose from 89.4% to 90.8%. During that same period, ending occupancy in the strip center portfolio rose from 93.6% to 94.9%. As a result of the improvement in our operating metrics, comparable property NOI, for both classes of assets, for the year ended December 31, 2013, rose by 2.9% relative to the year ended December 31, 2012, while net income for the year ended December 31, 2013, rose by 19.8% relative to the year ended December 31, 2012. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of net income to NOI.

Our portfolio of properties has been well-maintained while owned by SPG. SPG's operational capital expenditures (excluding tenant allowances and leasing commissions) for WPG assets between January 1, 2011, and December 31, 2013, were approximately $57 million. We believe that this level of investment is indicative of SPG's historic commitment to maintaining the value and operating performance of the properties to be held by us, and that our properties will accordingly be well positioned to pursue growth opportunities in the future.

The diversification of WPG's portfolio further contributes to WPG's stable operating performance. Our properties are located in 23 states and are leased to a variety of tenants across the retail spectrum, including anchor stores, big-box tenants, national inline tenants, sit-down restaurants, movie theatres and regional and local retailers. No single tenant was responsible for more than 2.5%, and no single property accounted for more than 3%, of our total gross annual base minimum rental revenues for the year ended December 31, 2013. Further, as of December 31, 2013, no more than 14% of our total gross annual base minimum rental revenues was derived from leases that expire in any single calendar year. We believe that the diversity of our portfolio by geographic market, asset type and retail tenants helps to insulate us from adverse economic factors that may disproportionately affect a particular geographic region or particular consumer shopping patterns.

Dual asset class strategy enables efficient, flexible allocation of capital between two complementary categories of retail real estate. Our company invests across two complementary retail asset classes — strip centers and malls — which share similar small shop, anchor and big-box sizes, tenant bases and market area focuses. This enables us to employ a broad array of leasing, management and development strategies tailored to make each property, whether a mall or a strip center, as productive as possible. This flexibility was highlighted in 2013 at our University Town Plaza property when our strip center team invested $33 million to demolish existing enclosed mall space and convert the property into a community strip center. In the process, we maintained the operation of existing anchors while expanding the tenant base to include traditional strip center tenants, such as Burlington Coat Factory, Academy Sports + Outdoors, Toys "R" Us, Inc./Babies "R" Us, Inc. and smaller tenants. This business strategy supports a flexible, opportunistic investment profile in which we seek to optimize capital deployment into each respective retail sector throughout market cycles.

Low-leveraged balance sheet positioned to access growth capital. After accounting for our expected new indebtedness, the aggregate amount of our share of debt will be approximately 4.8 times our share of NOI for the fiscal year ended December 31, 2013. We believe that this is a low leverage ratio relative to our peers and is indicative of the strength of our balance sheet.

To provide additional liquidity following the separation, we anticipate arranging a revolving credit facility under which, upon completion of the separation and subject to the satisfaction of customary conditions, we expect to have significant undrawn borrowing capacity. We expect to have access to multiple sources of capital, including offerings of our common equity, unsecured corporate debt, preferred equity and additional credit facilities, which we believe will provide us with a competitive advantage over smaller, more highly-leveraged or privately held retail companies. We may also seek to issue limited partnership interests in a limited partnership that is a direct subsidiary of WPG, named WPG L.P., in exchange for properties that we may acquire in the future.

The major credit rating agencies have indicated they expect to assign us an investment grade credit rating of BBB or Baa2.

Unique ability to act as an acquirer, developer and redeveloper of both classes of assets, driven by significant "day one" scale. We believe that our considerable size, combined with our strong balance sheet, allows us to execute larger organic and external growth projects than our smaller and/or more highly-leveraged competitors have the capacity to undertake.

Furthermore, our management team has substantial experience in the underwriting, structuring, due diligence and integration of real estate transactions, including experience gained while employed by SPG. For example, our properties have benefited from development and re-development capital spending and commitments of approximately $180 million from January 1, 2011 through December 31, 2013; this spending consists primarily of initiatives to attract or expand anchor or big-box tenants. We regularly review and seek to identify development and re-development opportunities. We believe that our management team's experience, as well as their ability to exclusively focus on WPG's growth strategy following the separation, means that we will be well positioned to add value to underperforming assets that we seek to acquire, as well as existing assets that we seek to redevelop and new assets we decide to develop.

Dedicated executive management team focused exclusively on pursuing a growth oriented business strategy. Our company will be led by a dedicated executive management team that we expect will consist of individuals who were previously employed by SPG as well as externally recruited executives. This combination will provide continuity as well as new perspectives on driving growth in our business. Following the separation, WPG's executive management team will be entirely independent of SPG and each member will be exclusively focused on WPG's businesses.

retailers, strong relations with the communities in which our properties are located and highly regarded capital allocation expertise.

Execute on targeted, value-add development and re-development projects to enhance portfolio performance. While our properties have been well-maintained and have benefited from significant capital investment under SPG's ownership, we believe that after the separation, our properties will benefit from greater executive management focus and capital allocation priorities that are tailored to unlocking and growing their value. Under SPG's prior ownership, our properties benefited from management's efforts to maintain their market position, but incremental efforts to maximize the market position of these properties were often not pursued given large-scale opportunities that were alternatively available to SPG in its larger malls, Mills and Premium Outlets that better matched SPG's business strategy.

We have identified a pipeline of potential new development and re-development projects, within WPG's initial portfolio of properties, totaling approximately $300 million. These projects generally consist of expansions and renovations of existing centers and leasing of anchor and big-box tenants, and also include ground-up development projects.

Pursue acquisition opportunities in both classes of assets as part of a growth oriented strategy. We believe the following factors, among others, may facilitate acquisition and consolidation opportunities in the national real estate market:

Our properties are leased to a variety of tenants across the retail spectrum including anchor stores, big-box tenants, national inline tenants, sit-down restaurants, movie theatres and regional and local retailers. As of December 31, 2013, selected anchors and tenants include Macy's, Inc., Dillard's, Inc., J.C. Penney Co., Inc., Sears Holdings Corporation, Target Corporation, The Bon-Ton Stores, Inc., Kohl's Corporation, Best Buy Co., Inc., Bed Bath & Beyond Inc. and TJX Companies, Inc. No single tenant was responsible for more than 2.5%, and no single property accounted for more than 3%, of our total gross annual base minimum rental revenues for the year ended December 31, 2013. Further, as of December 31, 2013 no more than 14% of our total gross annual base minimum rental revenues was derived from leases that expire in any single calendar year.

Additional information on our portfolio of properties is provided in the tables below:

	Property Name	State	City (CBSA)	Ownership Interest (Expiration if Lease)(10)			Year Acquired or Built				Retail Anchors and Selected Major Tenants

	Malls
1.	Anderson Mall	SC	Anderson	Fee	100.0	%	Built 1972	86.7	%	671,312	Belk, JCPenney, Sears, Dillard's, Books-A-Million
2.	Bowie Town Center	MD	Bowie (Washington, D.C.)	Fee	100.0	%	Built 2001	97.1	%	578,372	Macy's, Sears, Barnes & Noble, Best Buy, Safeway, L.A. Fitness, Off Broadway Shoes
3.	Boynton Beach Mall	FL	Boynton Beach (Miami)	Fee	100.0	%	Built 1985	92.0	%	1,094,007	Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres, You Fit Health Clubs
4.	Brunswick Square	NJ	East Brunswick (New York)	Fee	100.0	%	Built 1973	100.0	%	760,311	Macy's, JCPenney, Barnes & Noble, Starplex Luxury Cinema
5.	Charlottesville Fashion Square	VA	Charlottesville	Ground Lease (2076)	100.0	%	Acquired 1997	95.3	%	576,748	Belk(11), JCPenney, Sears
6.	Chautauqua Mall	NY	Lakewood	Fee	100.0	%	Built 1971	91.2	%	427,568	Sears, JCPenney, Bon Ton, Office Max, Dipson Cinema
7.	Chesapeake Square	VA	Chesapeake (Virginia Beach)	Fee and Ground Lease (2062)	75.0	%(3)	Built 1989	85.3	%	759,897	Macy's, JCPenney, Sears, Target, Burlington Coat Factory, Cinemark Theatres
8.	Cottonwood Mall	NM	Albuquerque	Fee	100.0	%	Built 1996	98.0	%	1,034,461	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	%	1,053,577	Dillard's, Macy's(11), JCPenney, Sears, Books-A-Million
10.	Forest Mall	WI	Fond Du Lac	Fee	100.0	%	Built 1973	86.7	%	500,273	JCPenney(12), Kohl's, Younkers, Sears, Cinema I & II
11.	Great Lakes Mall	OH	Mentor (Cleveland)	Fee	100.0	%	Built 1961	91.5	%	1,232,358	Dillard's(11), 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	90.1	%	754,818	Macy's, Dillard's, JCPenney(12), Sears, Best Buy, T.J. Maxx
13.	Irving Mall	TX	Irving (Dallas)	Fee	100.0	%	Built 1971	89.9	%	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 York)	Fee	100.0	%	Built 1983	89.2	%	555,950	Macy's, Sears
15.	Knoxville Center	TN	Knoxville	Fee	100.0	%	Built 1984	76.4	%	961,007	JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema
16.	Lima Mall	OH	Lima	Fee	100.0	%	Built 1965	95.5	%	743,356	Macy's, JCPenney, Elder-Beerman, Sears, MC Sporting Goods
17.	Lincolnwood Town Center	IL	Lincolnwood (Chicago)	Fee	100.0	%	Built 1990	94.0	%	421,773	Kohl's, Carson's
18.	Lindale Mall	IA	Cedar Rapids	Fee	100.0	%	Acquired 1998	97.0	%	712,682	Von Maur, Sears, Younkers
19.	Longview Mall	TX	Longview	Fee	100.0	%	Built 1978	95.9	%	638,520	Dillard's, JCPenney, Sears, Bealls, La Patricia
20.	Maplewood Mall	MN	St. Paul (Minneapolis)	Fee	100.0	%	Acquired 2002	93.6	%	926,291	Macy's, JCPenney, Sears, Kohl's, Barnes & Noble
21.	Markland Mall	IN	Kokomo	Ground Lease (2041)	100.0	%	Built 1968	99.0	%	418,193	Sears, Target, MC Sporting Goods, Carson's
22.	Melbourne Square	FL	Melbourne	Fee	100.0	%	Acquired 2007	89.7	%	702,105	Macy's, Dillard's(11), 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	91.3	%	963,134	Macy's, JCPenney, Sears, Kohl's
26.	Northwoods Mall	IL	Peoria	Fee	100.0	%	Acquired 1983	96.7	%	693,369	Macy's, JCPenney, Sears
27.	Oak Court Mall	TN	Memphis	Fee	100.0	%	Acquired 1997	93.2	%	849,785	Dillard's(11), Macy's
28.	Orange Park Mall	FL	Orange Park (Jacksonville)	Fee	100.0	%	Acquired 1994	99.0	%	959,331	Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres
29.	Paddock Mall	FL	Ocala	Fee	100.0	%	Built 1980	91.9	%	552,603	Macy's, JCPenney, Sears, Belk
30.	Port Charlotte Town Center	FL	Port Charlotte	Fee	80.0	%(3)	Built 1989	88.7	%	764,717	Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema
31.	Richmond Town Square	OH	Richmond Heights (Cleveland)	Fee	100.0	%	Built 1966	94.5	%	1,011,688	Macy's, JCPenney, Sears, Regal Cinema
32.	River Oaks Center	IL	Calumet City (Chicago)	Fee	100.0	%	Acquired 1997	98.8	%	1,192,836	Macy's, JCPenney,(7)
33.	Rolling Oaks Mall	TX	San Antonio	Fee	100.0	%	Built 1988	89.4	%	882,349	Dillard's, Macy's, JCPenney, Sears

	Property Name	State	City (CBSA)	Ownership Interest (Expiration if Lease)(10)			Year Acquired or Built				Retail Anchors and Selected Major Tenants

34.	Rushmore Mall	SD	Rapid City	Fee	100.0	%	Acquired 1998	78.3	%	829,292	JCPenney, Herberger's, Sears, Carmike Cinemas, Hobby Lobby, Toys 'R Us
35.	Seminole Towne Center	FL	Sanford (Orlando)	Fee	45.0	%(1),(6)	Built 1995	84.7	%	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	88.8	%	794,407	Younkers, JCPenney, Sears, Scheel's All Sports, Barnes & Noble, Carmike Cinemas, Hy-Vee
37.	Southern Park Mall	OH	Youngstown	Fee	100.0	%	Built 1970	85.9	%	1,201,877	Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres
38.	Sunland Park Mall	TX	El Paso	Fee	100.0	%	Built 1988	96.4	%	922,209	Macy's, Dillard's(11), Sears, Forever 21, Cinemark
39.	Town Center at Aurora	CO	Aurora (Denver)	Fee	100.0	%	Acquired 1998	91.9	%	1,082,240	Macy's, Dillard's, JCPenney, Sears, Century Theatres
40.	Towne West Square	KS	Wichita	Fee	100.0	%	Built 1980	82.9	%	941,344	Dillard's(11), JCPenney, Sears, Dick's Sporting Goods, The Movie Machine
41.	Valle Vista Mall	TX	Harlingen	Fee	100.0	%	Built 1983	73.0	%	650,634	Dillard's, JCPenney, Sears, Big Lots, Forever 21
42.	Virginia Center Commons	VA	Glen Allen	Fee	100.0	%	Built 1991	81.1	%	774,503	Macy's, JCPenney, Sears, Burlington Coat Factory, American Family Fitness(8)
43.	West Ridge Mall	KS	Topeka	Fee	100.0	%	Built 1988	85.5	%	991,756	Dillard's, JCPenney, Sears, Burlington Coat Factory, Furniture Mall of Kansas
44.	Westminster Mall	CA	Westminster (Los Angeles)	Fee	100.0	%	Acquired 1998	90.8	%	1,198,549	Macy's, JCPenney, Sears, Target, DSW, Chuze Fitness

	Total Mall Square Footage									36,453,669
	Strip Centers
1.	Arboretum	TX	Austin	Fee	100.0	%	Acquired 1998	98.6	%	194,972	Barnes & Noble, Pottery Barn
2.	Bloomingdale Court	IL	Bloomingdale (Chicago)	Fee	100.0	%	Built 1987	99.2	%	687,171	Best Buy, T.J. Maxx N More, Office Max, Walmart Supercenter, Dick's Sporting Goods, Jo-Ann Fabrics, Picture Show, Ross Dress for Less, hhgregg
3.	Bowie Town Center Strip	MD	Bowie (Washington, D.C.)	Fee	100.0	%	Built 2001	90.0	%	106,591	Safeway
4.	Charles Towne Square	SC	Charleston	Fee	100.0	%	Built 1976	100.0	%	71,794	Regal Cinema
5.	Chesapeake Center	VA	Chesapeake (Virginia Beach)	Fee	100.0	%	Built 1989	96.1	%	305,935	Petsmart, Michaels, Value City Furniture
6.	Clay Terrace	IN	Carmel (Indianapolis)	Fee	50.0	%(6)	Built 2004	97.8	%	576,787	Dick's Sporting Goods, Whole Foods, DSW, St. Vincent's Sports Performance, Party City
7.	Concord Mills Marketplace	NC	Concord (Charlotte)	Fee	100.0	%	Acquired 2007	100.0	%	230,683	BJ's Wholesale Club, Garden Ridge, REC Warehouse
8.	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 Tile Shop, Party City
9.	Dare Centre	NC	Kill Devil Hills	Ground Lease (2058)	100.0	%	Acquired 2004	96.3	%	168,673	Belk, Food Lion
10.	DeKalb Plaza	PA	King of Prussia (Philadelphia)	Fee	84.0	%(13)	Acquired 2003	96.6	%	101,948	ACME Grocery, Bob's Discount Furniture(8)
11.	Empire East	SD	Sioux Falls	Fee	100.0	%	Acquired 1998	100.0	%	287,503	Kohl's, Target, Bed Bath & Beyond
12.	Fairfax Court	VA	Fairfax (Washington, D.C.)	Fee	41.3	%(4),(6)	Built 1992	100.0	%	249,488	Burlington Coat Factory, Offenbacher's, XSport Fitness
13.	Forest Plaza	IL	Rockford	Fee	100.0	%	Built 1985	100.0	%	434,838	Kohl's, Marshalls, Michaels, Office Max, Bed Bath & Beyond, Petco, Babies 'R Us, Toys 'R Us, Big Lots, Kirkland's, Shoe Carnival
14.	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)
15.	Gateway Centers	TX	Austin	Fee	100.0	%	Acquired 2004	95.1	%	512,414	Best Buy, REI, Whole Foods, Crate & Barrel, The Container Store, Regal Cinema, Nordstrom Rack, The Tile Shop(8),(7)
16.	Greenwood Plus	IN	Greenwood (Indianapolis)	Fee	100.0	%	Built 1979	100.0	%	155,319	Best Buy, Kohl's
17.	Henderson Square	PA	King of Prussia (Philadelphia)	Fee	75.9	%(13)	Acquired 2003	96.5	%	107,371	Genuardi's Family Market, Avalon Carpet & Tile

	Property Name	State	City (CBSA)	Ownership Interest (Expiration if Lease)(10)			Year Acquired or Built				Retail Anchors and Selected Major Tenants

18.	Highland Lakes Center	FL	Orlando	Fee	100.0	%	Built 1991	65.5	%	488,863	Marshalls, American Signature Furniture, Ross Dress for Less, Burlington Coat Factory, Deal$,(7)
19.	Keystone Shoppes	IN	Indianapolis	Fee	100.0	%	Acquired 1997	78.1	%	29,080	First Watch
20.	Lake Plaza	IL	Waukegan (Chicago)	Fee	100.0	%	Built 1986	97.5	%	215,568	Home Owners Bargain Outlet, Dollar Tree
21.	Lake View Plaza	IL	Orland Park (Chicago)	Fee	100.0	%	Built 1986	92.7	%	367,605	Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Tuesday Morning, The Great Escape,(7)
22.	Lakeline Plaza	TX	Cedar Park (Austin)	Fee	100.0	%	Built 1998	99.3	%	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	63.4	%	144,201
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, Party City
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	96.4	%	102,105	Rose's, Food Lion
29.	Matteson Plaza	IL	Matteson (Chicago)	Fee	100.0	%	Built 1988	100.0	%	270,892	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 Tree
32.	North Ridge Shopping Center	NC	Raleigh	Fee	100.0	%	Acquired 2004	93.4	%	169,823	Ace Hardware, Kerr Drugs, Harris-Teeter Grocery
33.	Northwood Plaza	IN	Fort Wayne	Fee	100.0	%	Built 1974	87.2	%	208,076	Target,(7)
34.	Palms Crossing	TX	McAllen	Fee	100.0	%	Built 2007	98.6	%	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, Dollar Tree
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	48.3	%	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, Hobby Lobby(8),(7)
40.	Shops at Arbor Walk, The	TX	Austin	Ground Lease (2056)	100.0	%	Built 2006	99.4	%	458,467	The Home Depot, Marshalls, DSW, Vitamin Cottage Natural Grocer, Spec's Wine, Spirits and Fine Foods, Jo-Ann Fabrics, Sam Moon Trading Co., Casual Male DXL
41.	Shops at North East Mall, The	TX	Hurst (Dallas)	Fee	100.0	%	Built 1999	99.6	%	364,901	Michaels, PetsMart, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble, DSW
42.	St. Charles Towne Plaza	MD	Waldorf (Washington, D.C.)	Fee	100.0	%	Built 1987	78.0	%	393,816	K & G Menswear, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Big Lots, Citi Trends,(7)
43.	Tippecanoe Plaza	IN	Lafayette	Fee	100.0	%	Built 1974	100.0	%	90,522	Best Buy, Barnes & Noble
44.	Center	IN	Mishawaka	Fee	100.0	%	Built 1980	89.4	%	150,406	Michaels, Best Buy, Ross Dress for Less
45.	University Town Plaza	FL	Pensacola	Fee	100.0	%	Redeveloped 2013	97.4	%	579,843	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

	Property Name	State	City (CBSA)	Ownership Interest (Expiration if Lease)(10)			Year Acquired or Built				Retail Anchors and Selected Major Tenants

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	99.0	%	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, Party City
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, Dollar Tree
50.	West Town Corners	FL	Altamonte Springs (Orlando)	Fee	32.2	%(4),(6)	Built 1989	95.3	%	385,366	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, Guitar Center(8)
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, County Market, Petco
53.	Whitehall Mall	PA	Whitehall	Fee	38.0	%(6),(13)	Acquired 2003	93.8	%	611,833	Sears, Kohl's, Bed Bath & Beyond, Gold's Gym, Buy Buy Baby, Raymour & Flanigan Furniture, Michaels
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, Gold's Gym, Spec's Wine & Spirits

	Total Strip Center Square Footage									16,556,101

	Total WPG Portfolio Square Footage(5)									53,009,770

FOOTNOTES:

(1): Direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners.
(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).
(3): WPG 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 243,379 square feet including the following centers with more than 20,000 square feet of office space:
: Clay Terrace — 75,110 sq. ft.
: Oak Court Mall — 126,775 sq. ft.
: River Oaks — 41,494 sq. ft.
(6): Denotes joint venture 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): Date listed is the expiration date of the last renewal option available under the ground lease.
(11): Tenant has multiple locations at this center.
(12): Indicates anchor has announced its intent to close this location.

					Debt Information

														Indebtedness ($ in thousands)
		Legal Ownership			Maturity Date			Interest Rate			Annual Debt Service			Indebtedness ($ in thousands)
	Property Name	Legal Ownership			Maturity Date			Interest Rate			Annual Debt Service		Type	Total		Our Share
	*Malls*
1.	Anderson Mall		100.0	%		12/01/22			4.61	%		1,408	Fixed		20,398		20,398
2.	Brunswick Square		100.0	%		08/11/14			5.65	%		5,957	Fixed		76,672		76,672	(7)
3.	Chesapeake Square		75.0	%		08/01/14			5.84	%		5,162	Fixed		65,242		48,931
4.	Mesa Mall		100.0	%		06/01/16			5.79	%		5,055	Fixed		87,250		87,250
5.	Port Charlotte Town Center		80.0	%		11/01/20			5.30	%		3,232	Fixed		46,353		37,083
6.	Rushmore Mall		100.0	%		06/01/16			5.79	%		5,446	Fixed		94,000		94,000
7.	Seminole Towne Center		45.0	%(5)		05/06/21			5.97	%		4,303	Fixed		58,152		7,560	(6)
8.	Southern Hills Mall		100.0	%		06/01/16			5.79	%		5,881	Fixed		101,500		101,500
9.	Sunland Park Mall		100.0	%		01/01/26			8.63	%		3,773	Fixed		28,359		28,359
10.	Towne West Square		100.0	%		06/01/21			5.61	%		3,516	Fixed		49,360		49,360
11.	Valle Vista Mall		100.0	%		05/10/17			5.35	%		2,140	Fixed		40,000		40,000
12.	West Ridge Mall		100.0	%		07/01/14			5.89	%		4,885	Fixed		64,794		64,794	(7)
	*Strip Centers*
1.	Bloomingdale Court		100.0	%		11/01/15			8.15	%		2,495	Fixed		25,164		25,164
2.	Clay Terrace		50.0	%(5)		10/01/15			5.08	%		5,842	Fixed		115,000		57,500
3.	Concord Mills Marketplace		100.0	%		11/01/23			4.82	%		771	Fixed		16,000		16,000
4.	DeKalb Plaza		84.0	%(8)		01/01/15			5.28	%		284	Fixed		2,377		1,997
5.	Forest Plaza		100.0	%		10/10/19	(1)		7.50	%		1,685	Fixed		17,733		17,733
6.	Gaitway Plaza		32.2%	(5)		07/01/15	(2)		4.60	%		640	Fixed		13,900		575	(6)
7.	Henderson Square		75.9	%(8)		04/01/16			4.43	%		937	Fixed		13,301		10,098
8.	Lake View Plaza		100.0	%		12/31/14			8.00	%		1,409	Fixed		15,470		15,470
9.	Lakeline Plaza		100.0	%		10/10/19	(1)		7.50	%		1,578	Fixed		16,613		16,613
10.	Mall of Georgia Crossing		100.0	%		10/06/22			4.28	%		1,481	Fixed		24,527		24,527
11.	Muncie Towne Plaza		100.0	%		10/10/19	(1)		7.50	%		656	Fixed		6,907		6,907
12.	North Ridge Shopping Center		100.0	%		12/01/22			3.41	%		427	Fixed		12,500		12,500
13.	Palms Crossing		100.0	%		08/01/21	(3)		5.49	%		2,612	Fixed		37,179		37,179
14.	Plaza at Buckland Hills, The		41.3%	(5)		07/01/15			4.60	%		1,142	Fixed		24,800		1,026	(6)
15.	Shops at Arbor Walk, The		100.0	%		08/01/21	(3)		5.49	%		2,952	Fixed		42,020		42,020
16.	Village Park Plaza		35.7%	(5)		07/01/15			4.60	%		1,374	Fixed		29,850		1,235	(6)
17.	West Town Corners		32.2%	(5)		07/01/15	(2)		4.60	%		865	Fixed		18,800		778	(6)
18.	White Oaks Plaza		100.0	%		10/10/19	(1)		7.50	%		1,312	Fixed		13,813		13,813
19.	Whitehall Mall		38.0%	(5)		11/01/18			7.00	%		1,149	Fixed		10,617		4,030

	Total Secured Indebtedness													$	1,188,651	$	961,072	(4)

	Consolidated Indebtedness													$	917,532
	Premiums and (discounts), net														1,082

	Consolidated Indebtedness, net (as reported in the combined financial statements)													$	918,614

The following listing represents unencumbed assets of our mall and strip center portfolio.

	Unencumbered Malls

1.	Bowie Town Center	100.0	%
2.	Boynton Beach Mall	100.0	%
3.	Charlottesville Fashion Square	100.0%	(7)
4.	Chautauqua Mall	100.0	%
5.	Cottonwood Mall	100.0%	(7)
6.	Edison Mall	100.0	%
7.	Forest Mall	100.0	%
8.	Great Lakes Mall	100.0	%
9.	Gulf View Square	100.0	%
10.	Irving Mall	100.0	%
11.	Jefferson Valley Mall	100.0	%
12.	Knoxville Center	100.0	%
13.	Lima Mall	100.0	%
14.	Lincolnwood Town Center	100.0%	(7)
15.	Lindale Mall	100.0	%
16.	Longview Mall	100.0	%
17.	Maplewood Mall	100.0	%
18.	Markland Mall	100.0	%
19.	Melbourne Square	100.0	%
20.	Muncie Mall	100.0%	(7)
21.	Northlake Mall	100.0	%
22.	Northwoods Mall	100.0	%
23.	Oak Court Mall	100.0%	(7)
24.	Orange Park Mall	100.0	%
25.	Paddock Mall	100.0	%
26.	Richmond Town Square	100.0	%
27.	River Oaks Center	100.0	%
28.	Rolling Oaks Mall	100.0	%
29.	Southern Park Mall	100.0	%
30.	Town Center at Aurora	100.0	%
31.	Virginia Center Commons	100.0	%
32.	Westminster Mall	100.0%	(7)

	Unencumbered Strip Centers

1.	Arboretum	100.0	%
2.	Bowie Town Center Strip	100.0	%
3.	Charles Towne Square	100.0	%
4.	Chesapeake Center	100.0	%
5.	Countryside Plaza	100.0	%
6.	Dare Centre	100.0	%
7.	Empire East	100.0	%
8.	Fairfax Court	41.3%	(5)
9.	Gateway Centers	100.0	%
10.	Greenwood Plus	100.0	%
11.	Highland Lakes Center	100.0	%
12.	Keystone Shoppes	100.0	%
13.	Lake Plaza	100.0	%

	Unencumbered Strip Centers

14.	Lima Center	100.0	%
15.	Lincoln Crossing	100.0	%
16.	MacGregor Village	100.0	%
17.	Markland Plaza	100.0	%
18.	Martinsville Plaza	100.0	%
19.	Matteson Plaza	100.0	%
20.	New Castle Plaza	100.0	%
21.	Northwood Plaza	100.0	%
22.	Richardson Square	100.0	%
23.	Rockaway Commons	100.0	%
24.	Rockaway Town Plaza	100.0	%
25.	Royal Eagle Plaza	42.0%	(5)
26.	Shops at North East Mall, The	100.0	%
27.	St. Charles Towne Plaza	100.0	%
28.	Tippecanoe Plaza	100.0	%
29.	University Center	100.0	%
30.	University Town Plaza	100.0	%
31.	Washington Plaza	100.0	%
32.	Waterford Lakes Town Center	100.0	%
33.	West Ridge Plaza	100.0%	(7)
34.	Westland Park Plaza	32.2%	(5)
35.	Wolf Ranch	100.0	%

FOOTNOTES:

As of December 31, 2013, our top fifteen inline tenants and top fifteen anchors and majors were as follows:

Tenant

L Brands, Inc.	99	473,806	0.9	%	2.5	%
Foot Locker, Inc.	106	431,010	0.8	%	2.4	%
Ascena Retail Group Inc	89	454,484	0.9	%	1.7	%
Sterling Jewelers, Inc.	56	95,021	0.2	%	1.7	%
Zale Corporation	80	72,582	0.1	%	1.5	%
Luxottica Group SPA	78	210,465	0.4	%	1.4	%
Genesco Inc.	93	133,919	0.3	%	1.2	%
American Eagle Outfitters, Inc.	40	221,283	0.4	%	1.2	%
The Finish Line, Inc.	38	215,142	0.4	%	1.1	%
Regal Entertainment Group	7	417,505	0.8	%	1.0	%
The Gap, Inc	27	359,450	0.7	%	1.0	%
Express Inc.	27	206,916	0.4	%	0.9	%
Aeropostale, Inc.	47	165,207	0.3	%	0.9	%
Ulta Salon Cosmetics and Frag	17	188,188	0.4	%	0.9	%
Claires Stores Inc	69	80,487	0.2	%	0.8	%

Anchors and Majors

Sears Holdings Corporation	43	6,221,097	11.8	%	0.7	%
Macy's Inc.	29	4,808,590	9.1	%	0.6	%
J.C. Penney Co., Inc.	37	4,751,916	9.0	%	1.3	%
Dillard's, Inc.	26	3,609,498	6.8	%	0.2	%
Target Corporation	13	1,726,898	3.3	%	0.0	%
Kohl's Corporation	14	1,215,691	2.3	%	1.3	%
The Bon-Ton Stores, Inc.	10	860,433	1.6	%	0.8	%
Burlington Stores, Inc.	9	721,281	1.4	%	0.7	%
Best Buy Co., Inc.	16	702,394	1.3	%	1.6	%
Belk, Inc.	7	654,454	1.2	%	0.1	%
Wal-Mart Stores, Inc.	4	618,061	1.2	%	0.0	%
TJX Companies, Inc.	15	478,512	0.9	%	1.0	%
Dick's Sporting Goods, Inc.	8	406,330	0.8	%	0.8	%
Bed Bath & Beyond Inc.	12	368,014	0.7	%	0.9	%
Toys R Us Inc	7	299,990	0.6	%	0.5	%

Combined Inline Stores and Freestanding

Year
Month To Month Leases	121	329,074	24.94	1.4	%
2014	601	1,746,446	22.87	8.0	%
2015	782	2,455,755	23.64	11.5	%
2016	700	2,322,322	23.40	10.9	%
2017	497	1,759,054	24.43	8.5	%
2018	422	1,267,744	26.81	6.9	%
2019	237	932,476	25.08	4.9	%
2020	124	555,524	23.28	2.6	%
2021	129	593,439	20.50	2.5	%
2022	156	694,860	22.42	3.2	%
2023	197	1,024,536	21.44	4.4	%
2024 and Thereafter	100	439,430	20.27	1.9	%
Specialty Leasing Agreements w/ terms in excess of 12 months	565	1,244,423	11.30	3.0	%
Combined Anchors and Majors
Year
Month To Month Leases	1	26,964	4.50	0.0	%
2014	16	949,772	5.70	1.1	%
2015	38	1,844,892	6.77	2.6	%
2016	40	2,222,676	6.22	2.9	%
2017	26	1,668,233	5.52	1.9	%
2018	36	1,898,680	7.72	3.1	%
2019	21	1,247,846	6.60	1.7	%
2020	17	909,634	7.50	1.4	%
2021	13	835,611	6.55	1.2	%
2022	10	406,426	9.07	0.8	%
2023	17	741,102	9.18	1.4	%
2024 and Thereafter	15	821,270	8.22	1.4	%

Upon completion of the separation, we expect to assume our share of approximately $962 million of existing secured property-level indebtedness related to certain of our properties, based on principal balances at December 31, 2013, and to incur at least $1.0 billion of new indebtedness. Also, to provide additional liquidity following the separation, we anticipate arranging a revolving credit facility as further discussed in "Description of Material Indebtedness."

Our ownership interests in real property are materially important as a whole; however, as described above, we do not own any individual materially important property based on book value or gross revenue for 2013 and therefore do not present a description of our title to, or other interest in, our properties and the nature and amount of our mortgages in such properties.

We look at several metrics to assess overall leverage levels, including debt to total asset value and total debt to NOI ratios. We expect that we may, from time to time, re-evaluate our strategy with respect to leverage in light of the current economic conditions; relative costs of debt and equity capital; market values of its properties; acquisition,

development, and expansion opportunities; and other factors, including meeting the taxable income distribution requirement for REITs under the Code in the event we have taxable income without receipt of cash sufficient to enable us to meet such distribution requirements. Our preference is to obtain fixed rate, long-term debt for our properties.

Our direct competitors include other publicly-traded retail and mall development and operating companies, retail real estate companies, commercial property developers and other owners of retail real estate that engage in similar businesses. Within our property portfolio, we compete for retail tenants and the nature and extent of the competition we face varies from property to property. With respect to specific alternative retail property types, we have faced increased competition over the last several years from both lifestyle malls and power centers, in addition to other strip centers and malls.

We believe the principal factors that retailers consider in making their leasing decisions include:

In addition, because our revenue potential is linked to the success of our 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 malls, including outlet malls and other discount shopping malls, as well as competition with discount shopping clubs, catalog companies, Internet sales and telemarketing.

The strip center and smaller enclosed mall business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

SPG will maintain insurance coverage for WPG's properties for a period of time after the separation and distribution that will continue at least through 2014. This will include coverage with third party carriers who provide a portion of the coverage for specific layers of potential losses including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties. The initial portion of coverage not provided by third party carriers is either insured through SPG's wholly owned captive insurance companies or other financial arrangements controlled by SPG. A third party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier's policy. A similar policy written through SPG's captive insurance entities also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations. SPG also currently maintains insurance coverage against acts of terrorism on all of WPG's properties in the United States on an "all risk" basis. The current federal laws which provide this coverage are expected to operate through 2014. There are some types of losses, including lease and other contract claims, which

generally are not insured. In the opinion of our management, our properties will be adequately insured upon completion of the separation and distribution.

At such time as WPG ceases to be covered under the SPG insurance arrangements, WPG will obtain comprehensive replacement insurance coverage for matters for which it believes coverage is warranted, in each case with limits of liability that WPG deems adequate. WPG will select policy specifications and insured limits which it believes to be appropriate given the relative risk of loss, the cost of the coverage and industry practice.

We are involved from time to time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with our ownership and operation of our properties, we may be potentially liable for such costs. The operations of current and former tenants at our properties have involved, or may have involved, the use of hazardous materials or generated hazardous wastes. The release of such hazardous materials and wastes could result in our incurring liabilities to remediate any resulting contamination if the responsible party is unable or unwilling to do so. In addition, many of our properties are located in urban areas, and are therefore exposed to the risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination that has migrated onsite from an offsite source, the contaminant's presence can have adverse effects on operations and re-development of our properties.

Most of our properties have been subject, at some time, to environmental assessments that are intended to evaluate the environmental condition of our property and surrounding properties. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding properties, a visual screening for the presence of asbestos-containing materials, polychlorinated biphenyls and underground storage tanks and the preparation and issuance of a written report. They have not, however, included any sampling or subsurface investigations. Soil and/or groundwater testing is conducted at our properties, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, former management has either taken or scheduled the recommended action.

None of the environmental assessments conducted by us at the properties have revealed any environmental liability that we believe would have a material adverse effect on our overall business, financial condition or results of operations. Nevertheless, it is possible that these assessments do not reveal all environmental liabilities or that there are material environmental liabilities of which we are unaware.

The following is a discussion of our Investment Policies and Financing Policies. One or more of these Policies may be amended or rescinded from time to time without a shareholder vote.

We are in the business of owning and operating strip centers and malls across the United States and while we emphasize these real estate investments, we may also invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that we

cannot make an investment that would cause our real estate assets to be less than 75% of our total assets. We must also derive at least 75% of our gross income directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, we must also derive at least 95% of our gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.

Because our REIT qualification requires us to distribute at least 90% of our taxable income, we expect to access the capital markets to raise the funds necessary to finance operations, acquisitions, development and redevelopment opportunities, and to refinance maturing debt. We expect that we will have to comply with customary covenants contained in any financing agreements that could limit our ratio of debt to total assets or market value. We expect to obtain an investment grade rating, but we cannot assure you that we will be able to do so.

If our board of directors determines to seek additional capital, we may raise such capital by offering equity or debt securities, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, retaining cash flows or a combination of these methods. If the board of directors determines to raise equity capital, it may, without shareholder approval, issue additional shares of common stock or other capital stock. The board of directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Existing shareholders have no preemptive right to purchase shares in any subsequent offering of our securities. Any such offering could dilute a shareholder's investment in us.

We expect most future borrowings would be made through WPG L.P. or its subsidiaries. We might, however, incur borrowings that would be reloaned to WPG L.P. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by WPG L.P. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so.

We may also finance acquisitions through the issuance of common shares or preferred shares, the issuance of additional units of partnership interest in WPG L.P., the issuance of preferred units of WPG L.P., the issuance of other securities including unsecured notes and mortgage debt, draws on our credit facilities or sale or exchange of ownership interests in properties.

WPG L.P. may also issue units to transferors of properties or other partnership interests which may permit the transferor to defer gain recognition for tax purposes.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties. Additionally, unsecured credit facilities, unsecured note indentures and other contracts may limit our ability to borrow and contain limits on the amount of secured indebtedness we may incur.

Typically, we will invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and will generally require us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we may create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are intended to be structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We will decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting

purposes, we will include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

Following the distribution, we expect to have policies designed to reduce or eliminate potential conflicts of interest. We expect to adopt governance principles governing our affairs and those of the board of directors, as well as written charters for each of the standing committees of the board of directors.

Our Governance Principles will provide that directors who hold a significant financial interest or a directorial, managerial, employment, consulting or other position with SPG, will not be required to recuse himself or herself from any WPG board discussion of, and/or refrain from voting on, any matter that may involve or affect the relationship between WPG and SPG unless the lead independent director of WPG shall determine, on a case-by-case basis, that such recusal and/or refrainment will be appropriate. If the lead independent director owns such a financial interest or holds such a position in SPG, such determination shall be made by a majority of the directors who do not own a significant financial interest in, or hold a directorial, managerial, employment, consulting or other position, in SPG. In addition, our Governance Principles will provide that if any of our directors who is also a director, officer or employee of SPG acquires knowledge of a corporate opportunity or is otherwise offered a corporate opportunity (provided that this knowledge was not acquired solely in such person's capacity as a director of our company and such person acts in good faith), then to the fullest extent permitted by law, such person is deemed to have fully satisfied such person's fiduciary duties owed to us and is not liable to us if SPG, or their affiliates, pursues or acquires the corporate opportunity, or if such person did not present the corporate opportunity to us.

In addition, we expect to have a Code of Business Conduct and Ethics, which will apply to all of our officers, directors, and employees. At least a majority of the members of our board of directors, Governance and Nominating Committee, Audit Committee and Compensation Committee must qualify as independent under the listing standards for NYSE companies. Any transaction between us and any officer, director, or 5% shareholder must be approved pursuant to the related party transaction policy we expect to adopt.

The following table sets forth information with respect to individuals who are expected to serve as executive officers of WPG following the completion of the separation. We are in the process of identifying the remaining individuals who will serve as our executive officers following the separation.


Name	Age	Title
Mark Ordan	54	Chief Executive Officer
Myles Minton	56	Chief Operating Officer
C. Marc Richards	43	Chief Financial Officer
Robert P. Demchak	43	Secretary/General Counsel
Michael Gaffney	49	Senior Vice President and Head of Capital Markets

Mark S. Ordan. Mr. Ordan will be the Chief Executive Officer of WPG effective as of the distribution. Mr. Ordan previously served as the Chief Executive Officer of Sunrise Senior Living, LLC, from November 2008 to November 2013, and as its Chief Administrative Officer and Chief Investment Officer from March 2008 to November 2008. He served as the Chief Executive Officer and President of The Mills Limited Partnership from October 2006 to May 2007, and also as its Chief Operating Officer from February 2006 to October 2006, where he oversaw the eventual sale of The Mills L.P. to Simon Property Group and Farallon in May 2007. In addition, Mr. Ordan served as the Chairman and Chief Executive Officer of High Noon Always, Inc. (formerly, Bethesda Retail Partners) from 1999 to 2003. He founded Chartwell Health Management Inc. in 1996 and served as its Chief Executive Officer from 1996 to 1999. He also founded and served as Chairman, President and Chief Executive Officer of Fresh Fields Markets, Inc. from 1989 to 1996, eventually leading the merger of the company with Whole Foods Markets, Inc. He served as President and Chief Executive Officer of Balducci's, LLC from November 2003 to February 2006. Mr. Ordan was employed in the equities division of Goldman Sachs & Co. from 1983 to 1988. Mr. Ordan currently serves on the board of directors of Oakleaf Waste Management, LLC, and Harris Teeter Supermarkets, Inc., and previously served on the boards of Federal Realty Investment Trust, Fidelity & Trust Bank, and Sunrise Senior Living, LLC. He received his AB in Philosophy from Vassar College and his MBA from Harvard Business School.

Myles Minton. Mr. Minton will be Chief Operating Officer of the Company effective as of the distribution. Mr. Minton previously served as President of the Community/Lifestyle Centers Division of SPG since 2007. From 1996 until 2007 he served first as Vice President and then as Senior Vice President of Development for the Community/Lifestyle Centers Division of SPG. From 1991 to 1996 he worked for New Market Development, and from 1989 to 1991 he served as Director of Development for Melvin Simon & Associates. Prior to this, he worked as Development Vice President/Partner for The Cambridge Company Development Corporation. Mr. Minton is a member of Urban Land Institute and the International Council of Shopping Centers, and he holds the Certified Shopping Center Management and Certified Retail Property Executive credentials from that organization. Mr. Minton received his B.B.A. from Southern Methodist University, from which he also received the distinguished Edwin L. Cox School of Business Certificate in Real Estate.

C. Marc Richards. Mr. Richards will be Chief Financial Officer of the Company effective as of the distribution. He was formerly the chief financial officer for Sunrise Senior Living since March 2011 and served as its chief accounting officer since July 2009. Previously, Mr. Richards was a vice president with JE Robert Companies and functioned as the controller for JER Investors Trust, a publicly traded real estate investment trust (REIT) that invests in real estate loans, commercial mortgage backed securities and other structured financial products. Before joining JER, Mr. Richards served as vice president and corporate controller of Republic Property Trust, a publicly traded owner, operator and redeveloper of commercial office buildings in the Metropolitan DC area. Prior to Republic Property Trust, Mr. Richards served in a variety of accounting positions with increasing responsibilities at The Mills Corporation, a publicly traded developer, owner and manager of a diversified portfolio of regional shopping malls and retail entertainment centers, which was acquired by Simon Property Group and Farallon Capital in May 2007. Mr. Richards holds a master's degree in Taxation from Old Dominion University, a master's of science degree in Accounting from Strayer University and a bachelor's degree from George Mason University. He is also a Certified Public Accountant and maintains professional affiliation with the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants.

Robert P. Demchak. Mr. Demchak will be General Counsel of the Company effective as of the distribution. Previously, Mr. Demchak was Senior Vice President, Capital Markets Group/Legal of SPG since 2014. Prior to that, Mr. Demchak was Vice President, Capital Markets Group of SPG from 2009 through 2013. Mr. Demchak also served as Real Estate Closing Attorney, Fixed Income Group at Morgan Stanley Mortgage Capital Holdings LLC from 2005 through 2008, Associate, Real Estate Department at Kaye Scholer LLP from 2004 through 2005 and Associate, Real Estate Department at Windels Marx Lane & Mittendorf, LLP from 2000 through 2004.

Michael Gaffney. Mr. Gaffney will be Senior Vice President, Head of Capital Markets of the Company effective as of the distribution. Mr. Gaffney previously served as Senior Vice President, Capital Markets Group of SPG since 2007. Prior to that, Mr. Gaffney was Vice President, the Mills Corporation from 2002 through 2007, Vice President, Compass Bank from 2001 through 2002, served at Freddie Mac from 1993 through 1996, Analyst, Walker & Dunlop from 1989 through 1992 and Management Associate at Sovran Bank from 1987 through 1988.

Under Indiana law, the business and affairs of WPG will be managed under the direction of its board of directors. WPG's amended and restated articles of incorporation and bylaws will provide that the number of directors may be fixed by the board from time to time. We currently expect that, upon the consummation of the separation, our board of directors will consist of seven members, a substantial majority of whom we expect to satisfy the independence standards established by the Sarbanes-Oxley Act and the applicable rules of the SEC and the New York Stock Exchange.

The following table sets forth information with respect to those persons who are expected to serve on WPG's board of directors following the completion of the separation. The nominees will be presented to WPG's sole shareholder, SPG, for election prior to the separation.


Name	Age	Title
Richard S. Sokolov	64	Chairman of the Board
Louis G. Conforti	49	Director
Robert J. Laikin	50	Director
Mark Ordan	54	Director
David Simon	52	Director
Jacquelyn Soffer	48	Director
Marvin L. White	52	Director

Set forth below is biographical information about the expected directors identified above, as well as a description of the specific skills and qualifications such candidates are expected to provide to WPG's board of directors.

Richard S. Sokolov. Mr. Sokolov has been a director of WPG since December 17, 2013. He has been a director of Simon Property Group, Inc. and has served as the Chief Operations Officer of Simon Property Group, Inc. since 1996, immediately after its acquisition of DeBartolo Realty Corporation. Mr. Sokolov had served as chief executive officer and president of DeBartolo Realty Corporation and senior vice president development and general counsel of its predecessor operations for a number of years. Mr. Sokolov serves as a trustee and a member of the Executive Committee of the International Council of Shopping Centers, the leading industry organization for retail real estate companies.

Louis G. Conforti. Mr. Conforti is Senior Managing Director of Balyasny Asset Management LP and a Principal of Colony Capital LLC. Previously, Mr. Conforti was Global Head of Real Estate for UBS O'Connor, the alternative investment management division of UBS AG. He also served as Senior Portfolio Manager of O'Connor Colony Property Strategies, a partnership with Colony Capital LLC. In addition, he was Managing Director and Head of Real Estate Investments at Stark Investments; his predecessor real estate hedge fund, The Greenwood Group, was acquired by Stark Investments. Mr. Conforti also served as President and Chief Financial Officer of Prime Group Realty Trust, a publicly traded real estate investment trust. Mr. Conforti has also worked at CIBC World Markets and Alex. Brown & Sons within their real estate investment banking and capital markets divisions.

Robert J. Laikin. Mr. Laikin founded BrightPoint, Inc. (then known as Wholesale Cellular USA, Inc.) in 1989. He served as the Chairman of the Board and Chief Executive Officer of BrightPoint, Inc., which was listed on the NASDAQ exchange in April 1994 until its sale to Ingram Micro Inc. in October 2012. Mr. Laikin is currently an Executive Advisor to the CEO of Ingram Micro Inc., a position he has held since November 2012. From July 1986 to

December 1987, Mr. Laikin was Vice President, and from January 1988 to February 1993, President, of Century Cellular Network, Inc.

David Simon. Mr. Simon has been a director of WPG since December 17, 2013. He has been a director of Simon Property Group, Inc. or its predecessor since 1993, and has served as its Chairman of the Board since 2007 and its Chief Executive Officer since 1995. Prior to that time, he was president of Simon Property Group, Inc.'s predecessor from 1993 to 1996. From 1988 to 1990, Mr. Simon was Vice President of Wasserstein Perella & Company, and from 1985 to 1988, he was an Associate at First Boston Corp. He serves as President of the Supervisory Board of Directors of Klépierre, S.A.

Jacquelyn Soffer. Ms. Soffer is a Principal for Turnberry Associates, which she joined in 1989, and where she oversees the company's retail, hospitality and office divisions including its landmark Aventura Mall, South Florida's largest super-regional shopping center and one of the top grossing centers in the United States. Turnberry Associates holds a two-thirds interest in Aventura Mall, with the remaining one-third interest being held by an SPG affiliate. Ms. Soffer's experience includes her instrumental roles in developing Destin Commons, an open-air lifestyle center in northwest Florida that is now undergoing a 190,000 square-foot expansion. In addition, Ms. Soffer helped lead the $150 million transformation of the Turnberry Isle Miami resort. She is a board member of Fontainebleau Miami Beach and a member of the Board of Trustees of the Museum of Contemporary Art in North Miami, Florida. Ms. Soffer graduated from the University of Colorado with a bachelor's degree in Communications.

Marvin L. White. Mr. White serves as System Vice President and Chief Financial Officer at St. Vincent Health in Indianapolis. Prior to joining St. Vincent Health in 2008, Mr. White served as Executive Director and Chief Financial Officer at Eli Lilly & Company's Lilly USA, where he was a member of the Operations Committee. Mr. White also held leadership positions at Lilly in corporate finance and investment banking in the Corporate Strategy Group, and was the pharmaceutical company's Executive Director and Assistant Treasurer. Prior to his career in health care, Mr. White was with General Motors in Illinois and Hewlett Packard in Atlanta, undertaking various supervisory and financial assignments. In 1993, he joined Motorola's Cordless Operation as Operations Controller, and in 1995 he was named Senior Operations Controller for the Japan Cellular Division. Mr. White also served as the South Asia Divisional Controller for Motorola's Cellular Sector, and later became the Latin America Divisional Controller for that sector. Mr. White served as the chair of St. Vincent Indianapolis Hospital Board of Directors from 2006 to 2008 and currently serves on the boards of Emergent Biosolution, HealthLease Properties REIT, Marian University and the Center for Leadership Development. Additionally, he is a past member of the Arts Council of Indianapolis and the Lynxx Capital Corporation Investment Committee. Mr. White received a bachelor's degree in Accounting from Wilberforce University in 1984 and a master's degree in Business Administration in finance from Indiana University in 1989.

At the time of the separation, WPG expects that its board of directors will consist of the directors set forth above. Commencing with the first annual meeting of shareholders following the separation, directors will be elected at the annual meeting of shareholders and thereafter will serve until the next annual meeting of shareholders. At any meeting of shareholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast by the shareholders entitled to vote in the election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the board, except that in the case of a contested election, the election will be determined by a plurality of the votes cast by the shareholders entitled to vote in the election.

We have not yet determined the material elements of the compensation of the individuals who will be our directors, if any. We expect that any such arrangements will be determined after the separation and distribution.

A majority of WPG's board of directors will at all times be comprised of directors who are "independent" as defined by the rules of the New York Stock Exchange and our Governance Principles. Our board of directors is expected to establish categorical standards to assist it in making its determination of director independence. The Governance and Nominating Committee will annually review all commercial and charitable relationships between the company and the directors and present its findings and recommendations to the board of directors, which will make a final determination regarding the independence of the directors. For relationships not covered by the standards described above, the determination of whether a director would be independent or not shall be made by the directors

who satisfy those standards. The Board has affirmatively determined that each of the following persons meets these standards and is independent: Louis G. Conforti, Robert J. Laikin, Jacquelyn Soffer and Marvin L. White.

Effective upon the completion of the separation, WPG's board of directors will have the following three standing committees: a Governance and Nominating Committee, an Audit Committee, and a Compensation Committee.

Governance and Nominating Committee. , and are expected to the members of the board's Governance and Nominating Committee. Each of the members of the Governance and Nominating Committee will be independent, as defined by the rules of the New York Stock Exchange, and in accordance with the company's Governance Principles. The Governance and Nominating Committee will be appointed by the board of directors of WPG to (i) develop and recommend a set of corporate governance guidelines or principles, (ii) periodically review compensation policies and practices for independent members of the board, (iii) assist the board of directors in identifying, screening and recommending directors for nomination by the board for election as members of the board, (iv) make recommendations to the board regarding the acceptance of resignations tendered by incumbent directors, (v) retain and terminate any search firm to be used to identify director candidates, and (vi) engage in any other activity permitted by the Governance and Nominating Committee Charter. The Governance and Nominating Committee will consist of no fewer than three members. In addition, this committee will meet at least two times annually, or more frequently as circumstances may dictate.

Audit Committee. Mr. White, and are expected to the members of the board's Audit Committee. Each of the members of the Audit Committee will be independent, as defined by the rules of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934, and in accordance with the company's Governance Principles. The Audit Committee shall be appointed by the board of directors to (i) monitor the integrity of the financial statements of the company, (ii) determine the independent auditor's qualifications and independence, (iii) review the performance of the company's internal audit function and independent auditors, (iv) oversee the compliance by the company with legal and regulatory requirements, and (v) engage in any other activity permitted by the Audit Committee Charter. The Audit Committee shall consist of no fewer than three members, and at least one member of the Audit Committee must qualify as a "financial expert" as defined by the SEC. In addition, this committee will meet as often as it determines, but not less frequently than quarterly.

Compensation Committee. , and are expected to the members of the board's Compensation Committee. Each of the members of the Compensation Committee will be independent, as defined by the rules of the New York Stock Exchange, and in accordance with the company's Governance Principles. The Compensation Committee will be appointed by the board of directors of WPG to (i) periodically review, and make necessary changes to, WPG's compensation philosophy, (ii) review and approve the compensation structure for WPG's executive officers, (iii) make recommendations to the board of directors regarding all equity-based plans and other compensation arrangements which require approval by WPG's shareholders, (iv) approve and authorize WPG to enter into any employment agreements, severance arrangements, change in control agreements or provisions, or other compensation-related agreements, in each case as with officers of WPG, and (v) engage in any other activity permitted by the Compensation Committee Charter. The Compensation Committee shall consist of no fewer than three members. In addition, this committee will meet at least two times annually, or more frequently as circumstances may dictate.

During the company's fiscal year ended December 31, 2012, WPG was not an independent company, and did not have a Compensation Committee or any other committee serving a similar function. Decisions as to the compensation of those who currently serve as WPG's named executive officers were made by SPG, as described in the section of this information statement captioned "Compensation Discussion and Analysis." Following the distribution, none of our executive officers will serve on the Compensation Committee or board of directors of any other company of which any of the members of our compensation committee or any of our directors is an executive officer.

WPG's amended and restated bylaws will contain provisions that address the process by which a shareholder may nominate an individual to stand for election to the board of directors. WPG expects that the board of directors

will adopt a policy concerning the evaluation of shareholder recommendations of board candidates by the Governance and Nominating Committee.

The board of directors is expected to adopt a set of Governance Principles in connection with the separation to assist the board in guiding WPG's governance practices. These practices will be regularly re-evaluated by the Governance and Nominating Committee in light of changing circumstances in order to continue serving WPG's best interests and the best interests of its shareholders.

WPG's Governance Principles will include procedures by which shareholders and other interested parties may communicate with WPG's board of directors, or one or more specific members thereof, by writing a letter to the board, c/o the Secretary. The Secretary will regularly forward to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to WPG's business.

WPG's Governance Principles will provide that the Governance and Nominating Committee is responsible for reviewing, with WPG's board of directors, the appropriate skills and characteristics required of board members in the context of the makeup of the board of directors and developing criteria for identifying and evaluating board candidates.

The process that this committee will use to identify a nominee to serve as a member of the board of directors will depend on the qualities being sought. Board members, who will be expected to use reasonable efforts to attend the annual meeting of shareholders, should have backgrounds that, when combined provide a portfolio of experience and knowledge, will serve WPG's governance and strategic needs. In the process of identifying nominees to serve as a member of the board of directors, the Governance and Nominating Committee will consider the board's diversity of ethnicity, gender, and geography and assess the effectiveness of the process in achieving that diversity. The company will strive to have a board of directors representing diverse experiences and backgrounds, as well as areas that are relevant to the company's business activities. The committee will also consider the individual's independence, judgment, integrity, and ability to commit sufficient time and attention to the activities of the board, as well as the absence of any potential conflicts with WPG's interests. Candidates should demonstrate experience and ability that is relevant to the board of directors' oversight role with respect to WPG's business and affairs. Candidates should also have a strong understanding of WPG's business and the competitive environment in which the Company operates, and also be committed to enhancing shareholder value on a long-term basis.

In addition, the board has determined that the board as a whole should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. The board believes that directors with one or more of the following skills, among others, can assist in meeting this goal: leadership of large and complex organizations, accounting and finance, e-commerce related internet based businesses, capital markets, retail marketing, strategic planning, relevant industries, real estate acquisitions, development and operations, banking, legal and corporate governance, government and governmental relationships, and international business.

The Governance and Nominating Committee will consider the criteria described above in the context of an assessment of the perceived needs of the board of directors as a whole and seek to achieve diversity of occupational and personal backgrounds on the board. The board will be responsible for selecting candidates for election as directors based on the recommendation of the Governance and Nominating Committee.

The board believes that it is in the best interests of the company and its shareholders for the board to determine which director is best qualified to serve as chairman. Accordingly, the board will not have a policy as to whether the chairman should be independent or an individual who is not also a member of management. Instead, the board will select the chairman in the manner that it determines to be in the best interests of the company's shareholders, and the Governance and Nominating Committee will evaluate and make recommendations to the board concerning the board's leadership structure.

When the chairman is not an independent director, the independent directors will also elect, annually, a lead independent director. The independent directors will reconsider the selection of the lead independent director from

time-to-time and may, on the recommendation of the Governance and Nominating Committee, elect a different independent director to serve as lead independent director.

The lead independent director will facilitate communication with the board of directors and will preside over regularly conducted executive sessions of the independent directors or sessions where the chairman of the board is not present. It will be the role of the lead independent director to review and approve matters, such as agenda items, schedule sufficiency, and, where appropriate, information provided to other board members. The lead independent director will be chosen by and from the independent members of the board of directors, and will serve as the liaison between the independent directors and the senior management team; however, all directors will be encouraged to consult with the chairman on each of the above topics as well.

is expected to be named WPG's lead independent director. The lead independent director, and each of the other directors, will be expected to communicate regularly with the chairman and chief executive officer regarding appropriate agenda topics and other board related matters. The lead independent director will preside at all meetings of the board of directors at which the chairman is not present, has the authority to call meetings of the independent directors and, if requested by major shareholders and subject to applicable legal restrictions, must ensure that he or she is available for consultation and direct communication.

While risk management will primarily be the responsibility of management, our board of directors will nevertheless provide overall risk oversight with a focus on the most significant risks that the company faces. We intend to implement a company-wide enterprise risk management process to identify and assess the major risks we face and develop strategies for controlling, mitigating and monitoring risk. As part of this process, we will gather information throughout WPG to identify and prioritize these major risks. The identified risks and risk mitigation strategies will be validated with management and discussed with the Audit Committee on an ongoing basis.

It will be the responsibility of the Audit Committee to review our risk management programs and report on these items to the full board of directors. The Audit Committee will periodically discuss our identified financial and operational risks with our Chief Executive Officer and Chief Financial Officer and receive regular reports from other members of senior management with regard to our identified risks.

The Compensation Committee will be responsible for overseeing any risks relating to our compensation policies and practices. Specifically, the Compensation Committee will oversee the design of incentive compensation arrangements of our executive officers to implement our pay-for-performance philosophy without encouraging or rewarding excessive risk taking by our executive officers.

Our management will regularly conduct additional reviews of risks, as needed, or as requested by the board of directors or the Audit Committee.

In connection with the separation, WPG will adopt a Code of Business Conduct and Ethics (the "code of conduct") that requires all its business activities to be conducted in compliance with laws, regulations, and ethical principles and values. All directors, officers, and employees of WPG will be required to read, understand, and abide by the requirements of the code of conduct.

The code of conduct will be accessible on WPG's website on the investor relations page. Any amendment to, or waiver from, a provision of the code of conduct may be granted only by an employee's immediate supervisor and only after advance notice to, and consultation with, the general counsel, or in those instances required by the code of conduct, the chief executive officer. Waivers involving any of the company's executive officers or directors may be made only by the Audit Committee of WPG's board of directors, and all waivers granted to executive officers and directors will be disclosed to WPG's shareholders. The general counsel of WPG, who will be responsible for oversees, administering, and monitoring the code of conduct, will report to the chief executive officer with respect to all matters relating to the code of conduct.

In accordance with the Sarbanes-Oxley Act of 2002, WPG expects that its Audit Committee will adopt procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

This section presents information concerning compensation arrangements for the persons who we expect will be our named executive officers as of the separation, to the extent that they have been identified. Mr. Ordan and Mr. Richards will become named executive officers of WPG in connection with the separation, but were not, prior to the separation, employees of SPG. Accordingly, no historical compensation information is presented with respect to Mr. Ordan or Mr. Richards. Mr. Demchak, Mr. Minton and Mr. Gaffney were, prior to the separation, employees of SPG and will become named executive officers of WPG in connection with the separation, but were not, prior to the separation, executive officers, or persons who performed policy making functions equivalent to those of an executive officer, of SPG or WPG. Accordingly, no historical compensation information is presented with respect to Mr. Demchak, Mr. Minton or Mr. Gaffney. With respect to the compensation of Messrs. Ordan, Richards, Gaffney, Minton and Demchak following the separation, we have presented information below under "WPG Compensation Programs Following the Separation." Included in that information is a description of Mr. Ordan's employment agreement with WPG, which will become effective upon the separation, under "—Employment Agreement."

As noted above, WPG is currently part of SPG and not an independent company and the Compensation Committee has not yet been formed. This Compensation Discussion and Analysis describes certain aspects of SPG's compensation philosophy for its named executive officers in 2013 and describes the future compensation philosophy and compensation arrangements that WPG expects to have in place following the separation. SPG's compensation philosophy may be relevant to WPG because it is anticipated that the elements of WPG's compensation program for its named executive officers will be similar to the elements of SPG's compensation program for its named executive officers. However, once the Compensation Committee is formed, compensation decisions for WPG's named executive officers following the separation will be made by the Compensation Committee, and it will review the impact of the separation and all aspects of compensation and make appropriate adjustments, if any.

The individuals listed below are expected to serve as named executive officers of WPG following completion of the separation, with the titles shown below; however, such determination is subject to approval by our board of directors. We are in the process of identifying the remaining individual who will serve as a named executive officer following the separation. That remaining named executive officer is expected to be appointed prior to the separation and, if so, we will include information concerning him or her in an amendment to this information statement. The individuals listed below, along with the other individual who will be appointed our named executive officer, are collectively referred to as "our NEOs."

Additional information about our expected named executive officers following the separation is set forth in "Management—Executive Officers Following the Separation."

Although SPG does not target a specific mix of pay, the majority of compensation is delivered to SPG's named executive officers in the form of variable pay (annual and long-term incentives).

Base Salary. Base salary provides an appropriate level of fixed compensation that promotes executive recruitment and retention.

Annual Cash Incentive Compensation. Annual cash incentive compensation is paid subject to achievement of annual financial and operating goals and on an assessment of the executives' contributions to that performance.

Performance-Based Long-Term Incentive Programs. The Simon Property Group, L.P. Amended and Restated 1998 Incentive Stock Program (the "1998 SPG Stock Plan") authorizes a variety of awards, including stock options, restricted stock and LTIP units, which represent interests in SPG's operating partnership and are subject to performance conditions and/or time-based vesting requirements as described below.

Generally, LTIP units require achievement of objective performance measures over three years and vest annually in two annual installments, subject to continued employment. LTIP units can be earned, in whole or in part, if SPG's total shareholder return ("TSR") (representing the difference between a baseline value and valuation date based on price appreciation of SPG common stock plus cumulative dividends paid on SPG common stock without reinvestment or compounding), exceeds the relative and absolute performance targets set by the SPG Compensation Committee for the relevant performance period.

The number of performance-based LTIP units earned is determined by the SPG Compensation Committee at the end of the performance period using payout matrices (with linear interpolation between the specified payout percentages).

The LTIP units are designed to qualify as "profits interests" in the SPG operating partnership for federal income tax purposes. During the performance period, holders of LTIP units are allocated taxable profits and losses equal to one-tenth of the amounts allocated to a unit in the SPG operating partnership and receive distributions equal to one-tenth of the amount of regular quarterly distributions paid on a unit in the SPG operating partnership, but do not receive any special distributions. As a general matter, the profits interest characteristics of the LTIP units mean that initially they are not economically equivalent in value at the time of award to the economic value of a unit in the SPG operating partnership. The value of the LTIP units can increase over time until the value of the LTIP units is equivalent to the value of the SPG operating partnership units on a one-for-one basis.

After the end of the performance period, holders of earned LTIP units, both vested and unvested, are entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on a unit in the SPG operating partnership. Vested LTIP units may be converted into SPG operating partnership units on a one-for-one basis. SPG operating partnership units are exchangeable for shares of the SPG's common stock on a one-for-one basis or cash, as selected by SPG.

Retirement and Health and Welfare Benefits. SPG has never had a traditional or defined benefit pension plan. SPG maintains a 401(k) retirement plan in which all salaried employees can participate on the same terms. During 2013, SPG's basic contribution to the 401(k) retirement plan was equal to 1.0% of the participant's base salary and annual cash bonus and vests 20% after the completion of two years and an additional 20% after each additional year of service until fully vested after six years. SPG matches 100% of the first 3% of the participant's contribution and 50% of the next 2% of the participant's contribution. SPG's matching contributions are vested when made. SPG's basic and matching contributions are subject to applicable IRS limits and regulations. Named executive officers also participate in health and welfare benefit plans on the same terms as other salaried employees.

Deferred Compensation Plan. SPG maintains a non-qualified deferred compensation plan that permits senior executives, key employees and directors to defer all or part of their compensation, including awards under the 1998 SPG Stock Plan. There is an account for the executives and employees and a separate account for the non-employee directors. Although SPG has the discretion to contribute a matching amount or make additional incentive contributions, SPG has never done either. A participant's deferrals are fully vested, except for restricted stock awards that still have vesting requirements. Upon death or disability of the participant or our insolvency or a change in control affecting SPG, a participant becomes 100% vested in his account.

Substantially all of the services rendered by SPG's named executive officers were performed on behalf of the SPG operating partnership. The Internal Revenue Service has issued a series of private letter rulings which indicate that compensation paid by an operating partnership to named executive officers of a REIT that serves as its general partner is not subject to limitation under Section 162(m) of the Code to the extent such compensation is attributable to services rendered to the operating partnership. Although SPG has not obtained a ruling on this issue, SPG believes the positions taken in the rulings would apply to its operating partnership as well. If SPG later determines that compensation paid by WPG L.P. to SPG's named executive officers is subject to Section 162(m) of the Code, then this could result in an increase to SPG's income subject to federal income tax and could require SPG to increase distributions to its stockholders in order for SPG to maintain its qualification as a REIT.

Unvested SPG restricted stock awards held by SPG employees who will become WPG employees will become vested immediately prior to the separation and distribution. We do not expect any WPG employees to have unearned or unvested equity-based awards covering shares of SPG after the separation and distribution.

In connection with the separation, we expect to adopt benefit plans and executive compensation plans and policies. We anticipate that, immediately after the separation, WPG's compensation philosophy and executive compensation plans and policies will be similar to SPG's, and will be comprised of base salaries, an annual performance-based bonus program, and long-term incentive awards. Following the separation, the Compensation Committee will consider and further develop WPG's compensation policies, practices and procedures, consistent with WPG's business needs and goals.

WPG's compensation plans and policies are currently being determined and many have not been finalized. Information regarding WPG's compensation programs that have not been finalized will be included in subsequent amendments to this information statement if and as they are finalized prior to the separation.

Substantially all of the services rendered by WPG's named executive officers are expected to be performed on behalf of WPG L.P. Accordingly, consistent with the discussion in "—Deductibility of Executive Compensation at SPG" above, we anticipate that the positions taken in the Internal Revenue Service private letter rulings, which indicate that compensation paid by an operating partnership to named executive officers of a REIT that services as its general partner is not subject to limitation under Section 162(m) of the Code to the extent such compensation is attributable to services rendered to the operating partnership, would apply to us. If we later determine that compensation paid by WPG L.P. to our named executive officers is subject to Section 162(m) of the Code, then this could result in an increase to our income subject to federal income tax and could require us to increase distributions to our stockholders to maintain our qualification as a REIT.

The following summarizes the principal components of our compensation plans and policies that have been determined, and that we expect to apply to our NEOs.

It is expected that, prior to the completion of the separation, we will adopt the Washington Prime Group, L.P. 2014 Stock Incentive Plan with terms substantially as set forth below under "—Washington Prime Group, L.P. 2014 Stock Incentive Plan."

On February 25, 2014, we entered into an employment agreement with Mark Ordan, which will become effective as of, and contingent upon, the consummation of the separation prior to the earliest of a determination by our board of directors that the separation will not occur, a withdrawal of this information statement and June 30, 2014 (the "Agreement Effective Date").

The employment agreement provides that Mr. Ordan will serve as our Chief Executive Officer and will be appointed as a member of our board of directors. The term of the employment agreement is three years following its effective date, which term shall renew automatically for additional one-year renewal terms unless terminated by either party on no less than 120 days' written notice. The employment agreement provides for an annual base salary of $750,000 and a target annual bonus of 200% of annual base salary, with the actual annual bonus ranging from 0% to 300% of annual base salary, determined based upon achievement of applicable performance goals. For the fiscal year that includes the effective date of the employment agreement, Mr. Ordan's annual bonus will be pro-rated based on the number of days from March 15, 2014 to December 31, 2014. In addition to welfare benefits provided to our employees generally, Mr. Ordan is entitled, at our expense, to executive medical and dental coverage, providing supplemental first-dollar coverage for Mr. Ordan and his eligible dependents for items not covered by our general welfare plan. Mr. Ordan is entitled to first class travel and accommodations when traveling for WPG business.

The employment agreement provides that Mr. Ordan will receive an annual grant of LTIP units under the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Stock Incentive Plan") with respect to each fiscal year during the term of the employment agreement, to be made no later than promptly following the completion of our audited financial statements for such fiscal year and on terms no less favorable than the annual LTIP unit awards made to our other senior executives (the "Annual LTIP Units"). The number of Annual LTIP Units granted in respect of a fiscal year will be determined by dividing a cash amount determined based on our achievement of total shareholder return ("TSR") goals with respect to such fiscal year by the average closing price of our common stock for

the final 15 trading days of such fiscal year, with Annual LTIP Units awarded in respect of fiscal year 2014 pro-rated based on the number of days from March 15, 2014 to December 31, 2014. Annual LTIP Units vest at a rate of one-third on each of the first three anniversaries of the first day of the fiscal year following the fiscal year in respect of which such Annual LTIP Units were granted, subject to Mr. Ordan's continued employment on each such vesting date.

The employment agreement provides that Mr. Ordan is entitled to a one-time grant of LTIP units under the 2014 Stock Incentive Plan, to be made immediately following the 20 consecutive trading days commencing on the Agreement Effective Date (the "Inducement LTIP Units"). The number of Inducement LTIP Units granted will equal $3,000,000 divided by the average closing price of our common stock for the 20 consecutive trading days commencing on the Agreement Effective Date. Inducement LTIP Units vest 25% on each of the first four anniversaries of the Agreement Effective Date, subject to Mr. Ordan's continued employment on each such vesting date (other than as noted below in connection with certain terminations of employment). In the event that Mr. Ordan's employment terminates as a result of us giving notice of non-renewal at the end of the initial three-year term of the employment agreement, the remaining unvested Inducement LTIP Units will vest on the fourth anniversary of the effective date of the employment agreement.

The employment agreement entitles Mr. Ordan to a recurring grant of LTIP units (the "Performance LTIP Units") in respect of each of the following performance periods: from the Agreement Effective Date to (i) December 31, 2015, (ii) December 31, 2016, and (iii) December 31, 2017, in each case, subject to Mr. Ordan's continued employment through each applicable grant date other than as noted below in connection with certain terminations of employment. The Performance LTIP Units are granted promptly (and in any event within 15 days) of the end of each applicable performance period. The number of Performance LTIP Units granted with respect to each performance period will be determined by dividing a cash amount determined based on our achievement of TSR goals with respect to each performance period by the average closing price of our common stock for the 20 consecutive trading days commencing on the Agreement Effective Date. Other than as noted below in connection with certain terminations of employment, Performance LTIP Units vest on the third anniversary of the Agreement Effective Date, subject to Mr. Ordan's continued employment through such date (such that Performance LTIP Units with respect to the final performance period are fully vested on the grant date).

Upon a "change in control" of WPG (as defined the employment agreement), performance in respect of the Annual LTIP Units and the Performance LTIP Units, for any performance periods in effect as of the change in control, will be based on actual performance measured as of the change in control, and the awards will otherwise remain outstanding.

In addition to any equity grant specifically provided for in the employment agreement, Mr. Ordan is also eligible to participate in other long-term cash and equity incentive arrangements applicable generally to other senior executives of WPG, with the amount and terms of such awards (if any) to be determined by the Compensation Committee in its sole and absolute discretion, provided that Mr. Ordan is treated no less favorably than our other senior executives.

In the event of a termination of Mr. Ordan's employment by us without "cause" or by Mr. Ordan for "good reason" (each as defined in the employment agreement), Mr. Ordan is entitled, in addition to any accrued obligations, to: (i) an amount equal to two times the sum of (a) Mr. Ordan's annual base salary and (b) his target annual bonus (the "Severance Payment"), (ii) the ability to purchase, on an after-tax basis, group health benefits otherwise offered to active employees of the company until Mr. Ordan attains (or, in the case of his death, would have attained) age 65 (to the extent permitted by our group health insurance carrier and as would not cause us to incur tax or other penalties) (the "Health Care Benefit"), (iii) full vesting of any outstanding Inducement LTIP Units, Annual LTIP Units and Performance LTIP Units, and waiver of any service-based vesting condition on any other outstanding equity-based or long-term performance awards (the "Full Vesting"), and (iv) Annual LTIP Unit and Performance LTIP Unit grants for any current performance period or completed performance periods (to the extent such grants were not previously made), based on actual performance through the date of termination (or the end of the applicable performance period, if earlier), which are fully vested at grant (the "Grant Benefit"). Mr. Ordan's receipt of the severance payments and benefits described above is contingent on his timely execution and non-revocation of a release of claims in favor of WPG and its affiliates.

In the event of a termination of Mr. Ordan's employment due to Mr. Ordan's death, his legal representatives are entitled, in addition to any accrued obligations, to the Health Care Benefit, the Full Vesting and the Grant Benefit. In the event of a termination of Mr. Ordan's employment due to Mr. Ordan's disability (as defined in the employment

agreement), Mr. Ordan is entitled to the Health Care Benefit and, contingent on Mr. Ordan timely executing and not revoking a release of claims in favor of WPG and its affiliates, the Full Vesting and the Grant Benefit.

If Mr. Ordan's employment is terminated other than for cause or as a result of Mr. Ordan's death or disability, or by Mr. Ordan for good reason, in each case (i) before a change in control but after a definitive agreement is executed, the consummation of which would result in a change in control, and such termination arose in connection with or anticipation of such change in control or (ii) upon or within two years after a change in control, then, in lieu of any other severance benefits, Mr. Ordan is entitled, in addition to any accrued obligations, to: (i) an amount equal to two times the sum of Mr. Ordan's annual base salary and target bonus for the fiscal year of termination of employment or the year of the change in control (whichever is greater), (ii) the Health Care Benefit, (iii) the Full Vesting, and (iv) the Grant Benefit.

Under his employment agreement, Mr. Ordan is subject to certain restrictive covenants, including perpetual confidentiality and non-disparagement covenants and one-year post-employment non-competition, non-solicitation of employees, customers, suppliers, licensees or other business relations of WPG, and non-hire covenants. Prior to the company's adoption of a clawback policy pursuant to the requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010 which applies to Mr. Ordan, Mr. Ordan's bonus and other equity or non-equity compensation is subject to recoupment during the employment period and for three years thereafter (unless a longer period is required by law) to the extent that there is a restatement of our consolidated financial statements, and if the payment, grant or vesting of such compensation is tied to the achievement of one or more specific performance targets such that the compensation would not have been paid, granted or vested in light of such restatement.

In the event that payments or benefits owed to Mr. Ordan constitute "parachute payments" (within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, such payments or benefits will be reduced to an amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Ordan receiving a higher net-after-tax amount than he would have absent such reduction.

It is expected that, prior to the completion of the separation, we will adopt the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Stock Incentive Plan") with terms substantially as set forth below.

The primary purpose of the 2014 Stock Incentive Plan will be to attract and retain the best available officers, employees, directors and consultants for positions of substantial responsibilities with us and our affiliates and to provide an additional incentive to such officers, employees, directors, and consultants to exert their maximum efforts to maintain and enhance our, and WPG L.P.'s, performance and profitability. All of our officers, employees, and consultants and those of our affiliates, and all directors will be eligible to be granted awards under and participate in the 2014 Stock Incentive Plan. Prospective officers, employees directors and consultants who have accepted offers of employment or consultancy are also eligible to participate.

The 2014 Stock Incentive Plan will be administered by the Compensation Committee, which consists entirely of two or more "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code ("Code") and who are "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

Under the terms of the 2014 Stock Incentive Plan, the Compensation Committee can make rules and regulations and establish such procedures for the administration of the 2014 Stock Incentive Plan as it deems appropriate. Any determination made by the Compensation Committee under the 2014 Stock Incentive Plan will be made in the sole discretion of the Compensation Committee and such determinations will be final and binding on all persons.

Awards granted under the 2014 Stock Incentive Plan may be in the form of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units, performance units, LTIP units (which will be units in

WPG L.P.), other stock-based awards or any combination of those awards. The 2014 Stock Incentive Plan provides that awards may be made under the 2014 Stock Incentive Plan for ten years.

The 2014 Stock Incentive Plan provides that the aggregate number of shares of our common stock that may be subject to awards under the 2014 Stock Incentive Plan cannot exceed 10,000,000 subject to adjustment in certain circumstances to prevent dilution or enlargement. No participant may be granted, in each case during any calendar year, (i) awards (other than stock options and SARs) covering in excess of 500,000 shares, less the number of shares covered by stock options and SARs granted to such participant in such calendar year or (ii) stock options and SARs covering in excess of 500,000 shares, less the number of shares covered by awards other than stock options or SARs granted to such participant in such calendar year. The maximum number of shares that may be granted pursuant to incentive stock options is 3,000,000.

Shares underlying awards granted under the 2014 Stock Incentive Plan that expire or are forfeited or terminated without being exercised or awards that are settled for cash, as well as any shares withheld by or delivered to us to satisfy the exercise price of stock options or tax withholding obligations with respect to any award granted under the 2014 Stock Incentive Plan, will again be available for the grant of additional awards within the limits provided by the 2014 Stock Incentive Plan. Shares withheld by or delivered to us to satisfy the exercise price of stock options or tax withholding obligations with respect to any award granted under the 2014 Stock Incentive Plan will nonetheless be deemed to have been issued under the 2014 Stock Incentive Plan.

Subject to the terms and provisions of the 2014 Stock Incentive Plan, stock options to purchase shares of our common stock may be granted to eligible individuals at any time and from time to time as determined by the Compensation Committee. Stock options may be granted as incentive stock options, which are intended to qualify for favorable treatment to the recipient under Federal tax law, or as non-qualified stock options, which do not qualify for this favorable tax treatment. Subject to the limits provided in the 2014 Stock Incentive Plan, the Compensation Committee determines the number of stock options granted to each recipient. Each stock option grant will be evidenced by a stock option agreement that specifies the stock option exercise price, whether the stock options are intended to be incentive stock options or non-qualified stock options, the duration of the options, the number of shares to which the stock options pertain and such additional limitations, terms and conditions as the Compensation Committee may determine.

The Compensation Committee determines the exercise price for each stock option granted, except that the stock option exercise price may not be less than 100 percent of the fair market value of a share of our common stock on the date of grant. All stock options granted under the 2014 Stock Incentive Plan will expire no later than ten years from the date of grant. The method of exercising a stock option granted under the 2014 Stock Incentive Plan is set forth in the 2014 Stock Incentive Plan, and the effect on the vesting and exercisability of incentive stock options and nonqualified stock options following certain terminations of employment will be set forth in the applicable award agreement or other document approved by the Compensation Committee. Stock options are nontransferable except by will or by the laws of descent and distribution or, in the case of non-qualified stock options, as otherwise expressly permitted by the Compensation Committee. The granting of a stock option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of a stock option and the registration of shares of our common stock in the recipient's name.

The Compensation Committee in its discretion may grant SARs under the 2014 Stock Incentive Plan. SARs may be "tandem SARs," which are granted in conjunction with a stock option, or "free-standing SARs," which are not granted in conjunction with a stock option. A SAR entitles the holder to receive from us upon exercise an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares of our common stock to which such SAR pertains over the aggregate exercise price for the underlying shares. The exercise price of a Free-Standing SAR shall not be less than 100 percent of the fair market value of a share of our common stock on the date of grant.

A tandem SAR may be granted at the grant date of the related stock option. A tandem SAR will be exercisable only at such time or times and to the extent that the related stock option is exercisable and will have the same exercise price as the related stock option. A tandem SAR will terminate or be forfeited upon the exercise or forfeiture of the related stock option, and the related stock option will terminate or be forfeited upon the exercise or forfeiture of the tandem SAR.

Each SAR will be evidenced by an award agreement that specifies the base price, the number of shares to which the SAR pertains and such additional limitations, terms and conditions as the Compensation Committee may determine. Payment of the amount to which the participant exercising SARs is entitled may be made by delivering shares of our common stock, cash or a combination of stock and cash as set forth in the award agreement relating to the SARs. The method of exercising a SAR granted under the 2014 Stock Incentive Plan is set forth in the 2014 Stock Incentive Plan, and the effect on vesting and exercisability of SARs following certain terminations of employment will be set forth in the applicable award agreement or other document approved by the Compensation Committee. SARs are not transferable except by will or the laws of descent and distribution or, with respect to SARs that are not granted in "tandem" with a stock option, as expressly permitted by the Compensation Committee. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine.

The 2014 Stock Incentive Plan provides for the award of shares of our common stock that are subject to forfeiture and restrictions on transferability as set forth in the 2014 Stock Incentive Plan and as may be otherwise determined by the Compensation Committee. Except for these restrictions and any others imposed by the Compensation Committee, upon the grant of restricted stock, the recipient will have rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to the restricted stock on such terms as will be set forth in the applicable award agreement or other document approved by the Compensation Committee. During the restriction period set by the Compensation Committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock. The vesting of restricted stock, including the vesting following certain terminations of employment, will be set forth in the applicable award agreement or other document approved by the Compensation Committee.

The 2014 Stock Incentive Plan authorizes the Compensation Committee to grant restricted stock units and deferred share rights. Restricted stock units and deferred share rights are not shares of our common stock and do not entitle the recipients to the rights of a shareholder. The restricted stock unit will either (i) be adjusted to reflect dividend and distributions that are paid on actual shares or (ii) provide for dividend equivalents without regard to the vested status of the underlying restricted stock unit. Restricted stock units granted under the 2014 Stock Incentive Plan may or may not be subject to performance conditions. The recipient may not sell, transfer, pledge or otherwise encumber restricted stock units granted under the 2014 Stock Incentive Plan prior to their vesting. Restricted stock units will be settled in cash or shares of our common stock, in an amount based on the fair market value of our common stock on the settlement date. The vesting of restricted stock units following certain terminations of employment will be set forth in the applicable award agreement or other document approved by the Compensation Committee.

The 2014 Stock Incentive Plan authorizes the Compensation Committee to grant LTIP units awards which are grants of units in WPG L.P. LTIP unit awards may be subject to performance- based conditions, continuing service requirements, and/or other conditions. After an LTIP unit award becomes fully earned and vested, the LTIP units may, subject to certain conditions, be converted into units of WPG L.P., and thereafter may be exchanged for shares of our common equity on a one-for-one basis, an equivalent amount of cash, or a combination thereof. The goals for any performance measures to which an award may be subject, and all of the terms and conditions of an award, will be determined by the Compensation Committee.

The granting of an LTIP Unit award does not accord the recipient of the rights of a holder of units of WPG L.P. until the LTIP units are converted into units of WPG L.P. In addition, a participants rights to distributions in respect of LTIP units, if any, will be determined in accordance with the partnership agreement of our operating partnership and

the applicable certificate of designation for such series of LTIP Unit. Each LTIP Unit award will be evidenced by an Award Agreement or other document approved by the Compensation Committee that specifies the date and the terms of the award, and such additional limitations, terms and conditions as the Compensation Committee may determine.

The 2014 Stock Incentive Plan provides for the award of performance units that are valued by reference to a designated amount of cash or other property other than shares of our common stock. The payment of the value of a performance unit is conditioned upon the achievement of performance goals set by the Compensation Committee in granting the performance unit and may be paid in cash, shares of our common stock, other property or a combination thereof. The maximum value of the property that may be paid to a participant pursuant to a performance unit which was originally granted in any calendar year is $5,000,000. Each Performance Unit award will be evidenced by an Award Agreement or other document approved by the Compensation Committee that specifies the date and terms of the award, and such additional limitations, terms and conditions as the Compensation Committee may determine.

The 2014 Stock Incentive Plan also provides for the award of shares of our common stock and other awards that are valued by reference to our common stock, including unrestricted stock, dividend equivalents and convertible debentures.

The 2014 Stock Incentive Plan provides that performance goals may be established by the Compensation Committee in connection with the grant of any award under the 2014 Stock Incentive Plan. In the case of an award intended to qualify for the performance-based compensation exception of Section 162(m) of the Code (and to the extent that we determine that Section 162(m) of the Code applies to us):

An award qualifies as a "replacement award" under the 2014 Stock Incentive Plan if the following conditions are met in the sole discretion of the Compensation Committee: (i) it is of the same type as the award being replaced (the "replaced award"); (ii) it has a value equal to the value of the replaced award as of the date of the change in control; (iii) if the underlying replaced award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the change in control; (iv) it contains terms relating to vesting (including with respect to a termination of employment) that are substantially identical to those of the replaced award; and (v) its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control) as of the date of the change in control.

If equivalent replacement awards are not substituted for awards granted and outstanding under the 2014 Stock Incentive Plan at the time of such change in control, upon the occurrence of a change in control, unless otherwise provided in the applicable Award Agreement, (i) all then-outstanding awards (other than performance-based awards) will vest in full, be free of restrictions, and be deemed to be earned and payable in full, and (ii) any performance-based award will be deemed earned in full based on performance goal achievement at the greater of the applicable target level and the level of achievement as determined by the Compensation Committee not later than the date of the change in control based on actual performance.

We may amend, alter, or discontinue the 2014 Stock Incentive Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the participant with respect to a previously granted award without such participant's consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company's shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.

It cannot be determined at this time what benefits or amounts, if any, will be received by or allocated to any person or group of persons under the 2014 Stock Incentive Plan. Future awards under the 2014 Stock Incentive Plan are entirely within the discretion of the Compensation Committee, and cannot be determined.

The following discussion is a brief summary of the principal U.S. federal income tax consequences of the 2014 Stock Incentive Plan under the provisions of the Code, as currently in effect. The Code and regulations are subject to change. This summary is not intended to be exhaustive and does not describe, among other things, state, local, or foreign income and other tax consequences. The specific tax consequences to a participant will depend upon a participant's individual circumstances.

Nonqualified Stock Options and Stock Appreciation Rights. A participant will not recognize any income at the time a nonqualified stock option or stock appreciation right is granted, nor will we be entitled to a deduction at that time. When a nonqualified stock option is exercised, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the ordinary shares received as of the date of exercise over the exercise price. When a stock appreciation right is exercised, the participant will recognize ordinary income in an amount equal to the cash received or, if the stock appreciation right is paid in ordinary shares, the fair market value of the ordinary shares received as of the date of exercise. Payroll taxes are required to be withheld from the participant on the amount of ordinary income recognized by the participant. We generally will be entitled to a tax deduction with respect to a nonqualified stock option or stock appreciation right at the same time and in the same amount as the participant recognizes income. The participant's subsequent sale of the ordinary shares generally will give rise to capital gain or loss equal to the difference between the sale price and the sum of the exercise price the participant paid for the shares plus the ordinary income the participant recognized with respect to the shares, and these capital gains will be taxable as long-term capital gains if the participant held the shares for more than one year following exercise.

Incentive Stock Options. A participant will not recognize any income at the time an incentive stock option, within the meaning of Section 422 of the Code, is granted. Nor will a participant recognize any income at the time an incentive stock option is exercised. However, the excess of the fair market value of the ordinary shares on the date of

exercise over the exercise price paid will be a preference item that could create liability under the alternative minimum tax. If a participant disposes of ordinary shares acquired upon exercise of an incentive stock option after the later of two years after the date of grant of the incentive stock option or one year after the date of exercise of the incentive stock option (the "holding period"), the gain, if any, will be long-term capital gain, eligible for favorable tax rates. If the participant disposes of such ordinary shares before the end of the holding period, the participant generally will recognize ordinary income in the year of the disposition equal to the excess of the lesser of (i) the fair market value of the ordinary shares on the date of exercise or (ii) the amount received for the ordinary shares, over the exercise price paid. The balance of the gain or loss, if any, will be short or long-term capital gain or loss, depending on how long the ordinary shares were held by the participant prior to disposition. We are not entitled to a deduction as a result of the grant or exercise of an incentive stock option unless a participant recognizes ordinary income as a result of a disposition, in which case we will be entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income.

Restricted Stock. A participant who receives a restricted stock award generally will not realize taxable income at the time of the grant, and we will not be entitled to a tax deduction at the time of the grant. When the restrictions lapse, the participant will recognize income, taxable at ordinary income tax rates, in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. We would then be entitled to a corresponding tax deduction. Any dividends paid to the participant during the restriction period will be compensation income to the participant and deductible as such by us. The holder of a restricted stock may elect to be taxed at the time of the award on the fair market value of the shares, in which case (1) we will be entitled to a deduction at the same time and in the same amount, (2) dividends paid to the participant during the restriction period will be taxable as dividends to him or her and not deductible by us and (3) there will be no further federal income tax consequences when the restrictions lapse.

Restricted Stock Units. A participant who receives a restricted stock unit award generally will not recognize taxable income at the time of grant, and we will not be entitled to a tax deduction at the time of grant. Upon settlement of the award on or after vesting, the participant will recognize income, taxable at ordinary income tax rates, in an amount equal to the value of the cash or the fair market value of the shares on the settlement date. We would then be entitled to a corresponding tax deduction.

LTIP Units. If a participant receives LTIP units that are subject to forfeiture, in whole or in part, if performance conditions or other vesting requirements are not met, and if the participant makes an election under Section 83(b) of the Code, the participant will not recognize income until the LTIP units have been converted into units of WPG L.P. and are exchanged for shares of our common shares or cash. A substantial portion of the participant's income at the time of exchange will be taxed at capital gains rates, and we will not be entitled to a tax deduction when the award is made or when the LTIP units are exchanged for shares of our common shares or cash.

Performance Units. A participant will not recognize taxable income at the time of grant of performance units, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares or property delivered and the amount of cash paid by us, and we will be entitled to a corresponding deduction.

On an annual basis, each director and executive officer will be obligated to complete a director and officer questionnaire which requires disclosure of any transactions with us in which the director or officer, or any member of his or her immediate family, has an interest. The Audit Committee must review and approve or ratify all related person transactions in which any executive officer, director, director nominee or more than 5% shareholder of the company, or any of their immediate family members, has a direct or indirect material interest. Pursuant to the Charter of the Audit Committee, the Audit Committee may not approve a related person transaction unless (i) it is consistent with our best interests and (ii) where applicable, the terms of such transaction are at least as favorable to us as could be obtained from an unrelated third party.

This process will be included in the Audit Committee's written charter, which will be available on the corporate governance section of WPG's investor relations website: investors.washingtonprime.com. This website will be operational as of , 2014.

Following the separation, WPG and SPG will operate separately, each as an independent public company. WPG and SPG will enter into a separation agreement and will enter into other agreements prior to the separation that will effectuate the separation, provide a framework for WPG's relationship with SPG after the separation and provide for the allocation between WPG and SPG of SPG's assets, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after WPG's separation from SPG, such as property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. The forms of the agreements listed above have been filed as exhibits to the registration statement on Form 10 of which this information statement is a part.

The summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement. When used in this section, "distribution date" refers to the date on which SPG distributes WPG's common shares to the holders of SPG common stock.

The following discussion summarizes the material provisions of the separation agreement that will be entered into between WPG and SPG (which we refer to as the "separation agreement"). The separation agreement sets forth, among other things, WPG's agreements with SPG regarding the principal transactions necessary to separate WPG from SPG. It also sets forth other agreements that govern certain aspects of WPG's relationship with SPG after the distribution date.

The separation agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of WPG and SPG as part of the separation of SPG into two companies, and it provides for when and how these transfers, assumptions and assignments will occur. In particular, the separation agreement provides, among other things, that subject to the terms and conditions contained therein:

Except as expressly set forth in the separation agreement or any ancillary agreement, neither WPG nor SPG will make any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, as to any approvals or notifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred, as to the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either WPG or SPG, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. All assets will be transferred on an "as is," "where is" basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, and that any necessary consents or governmental approvals are not obtained or that any requirements of laws, agreements, security interests, or judgments are not complied with.

Information in this information statement with respect to the assets and liabilities of the parties following the distribution is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. The separation agreement provides that, in the event that the transfer or assignment of certain assets and liabilities to SPG or WPG, as applicable, does not occur prior to the separation, then until such assets or liabilities are able to be transferred or assigned, SPG or WPG, as applicable, will hold such assets on behalf of and for the benefit of the other party and will pay, perform, and discharge such liabilities, for which the other party will reimburse SPG or WPG, as applicable, for all commercially reasonable payments made in connection with the performance and discharge of such liabilities.

Prior to the distribution, SPG and WPG will jointly prepare an estimate of the net working capital balance of the WPG business as of the distribution date. If the estimated net working capital balance is a positive number, WPG shall pay such positive amount to SPG. If the estimated net working capital balance is a negative number, SPG shall pay such amount to WPG.

The separation agreement also governs the rights and obligations of the parties regarding the distribution following the completion of the separation. On the distribution date, SPG will distribute to its shareholders that hold SPG common stock as of the record date all of the issued and outstanding shares of WPG's common shares on a pro rata basis. Shareholders will receive cash in lieu of any fractional shares.

The separation agreement provides that the distribution is subject to the satisfaction (or waiver by SPG) of certain conditions. These conditions are described under "The Separation — Conditions to the Distribution." SPG has the sole and absolute discretion to determine (and change) the terms of, and to determine whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date, the distribution date and the distribution ratio.

In general, each party to the separation agreement will assume liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

The separation agreement provides that WPG and its affiliates will release and discharge SPG and its affiliates from all liabilities assumed by WPG as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date relating to WPG's business, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement. SPG and its affiliates will release and discharge WPG and its affiliates from all liabilities retained by SPG and its affiliates as part of the separation and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement.

These releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, which agreements include, but are not limited to, the separation agreement, property management agreements, transition services agreement, tax matters agreement, employee matters agreement, and certain other agreements executed in connection with the separation.

In the separation agreement, WPG LP and its subsidiaries agrees to indemnify, defend and hold harmless SPG and its subsidiaries, each of its affiliates and each of their respective directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from:

SPG LP and its subsidiaries agrees to indemnify, defend and hold harmless WPG and its subsidiaries, each of its affiliates and each of its respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from:

The separation agreement also establishes procedures with respect to claims subject to indemnification and related matters. WPG and SPG each guarantee the indemnification obligations of WPG LP and SPG LP, respectively, only to the extent of each of their equity interests in WPG LP and SPG LP, respectively.

Subject to certain specified exceptions, each party to the separation agreement will assume the liability for, and control of, all pending and threatened legal matters related to its own business, including liabilities for any claims or legal proceedings related to products that had been part of its business but were discontinued prior to the distribution, as well as assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such assumed legal matters.

The separation agreement provides for the allocation between the parties of rights and obligations under existing insurance policies with respect to occurrences prior to the distribution and sets forth procedures for the administration of insured claims through January 1, 2015. In addition, the separation agreement allocates between the parties the right to proceeds and the obligation to incur certain deductibles under certain insurance policies.

In addition to the actions specifically provided for in the separation agreement, except as otherwise set forth therein or in any ancillary agreement, both WPG and SPG agree in the separation agreement to use commercially reasonable efforts, prior to, on and after the distribution date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation agreement and the ancillary agreements.

The separation agreement provides that prior to the completion of the separation, WPG and SPG will establish a transition committee that will consist of an equal number of members from WPG and SPG. The transition committee will be responsible for monitoring and managing all matters related to the separation and all other transactions contemplated by the separation agreement or any ancillary agreement. The transition committee will have the power to establish various subcommittees from time to time as it deems appropriate or as may be described in the ancillary agreements.

The separation agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between WPG and SPG related to the separation or distribution and that are unable to be resolved by the transition committee. These provisions contemplate that efforts will be made to resolve disputes, controversies and claims by escalation of the matter to senior management or other mutually agreed representatives of WPG and SPG. If such efforts are not successful, either

WPG or SPG may submit the dispute, controversy or claim to binding alternative dispute resolution, subject to the provisions of the separation agreement.

The separation agreements provides that for a period of two years, we will not solicit for hire, with customary exceptions, any SPG employees who have ben engaged in providing services to WPG pursuant to the Transition Services Agreement, any Property Management Agreements or any Property Development Agreements.

Other matters governed by the separation agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

The separation agreement provides that it may be terminated and the separation may be modified or abandoned at any time prior to the distribution date in the sole discretion of SPG without the approval of any person, including WPG's shareholders or SPG's shareholders. In the event of a termination of the separation agreement, no party, nor any of its directors, officers, or employees, will have any liability of any kind to the other party or any other person. After the distribution date, the separation agreement may not be terminated except by an agreement in writing signed by both SPG and WPG.

No provision of the separation agreement may be amended or modified except by a written instrument signed by both SPG and WPG.

In connection with the separation, WPG will enter into property management agreements with one or more subsidiaries of SPG, pursuant to which those subsidiaries will provide certain services to us under the direction of our executive management team. In addition, certain property management agreements that are currently in effect with respect to services provided by SPG in respect of certain mall properties will continue in effect after the separation. The property management agreements have an initial term of two years with automatic one year renewals, unless terminated by us for convenience or for cause, which includes fraud, bankruptcy, default or performance-related causes on the part of the manager.

Pursuant to the terms of the property management agreements, SPG will manage, lease, maintain and operate our mall properties. SPG will be responsible for negotiating new and renewal leases with tenants, marketing these malls through advertisements and other promotional activities, billing and collecting rent and other charges from tenants, making repairs in accordance with budgets approved by the company, and maintenance and payment of any taxes or fees. In exchange, WPG will pay annual fixed rate property management fees to SPG in amounts ranging from 2.5% to 4% of base minimum and percentage rents. WPG will also reimburse SPG for certain costs and expenses, including the cost of on-site employees. In addition, SPG will also paid separate fees for its leasing, re-leasing and development services relating to our malls.

Either party may terminate the property management agreements in the case of a material breach by, or a bankruptcy, dissolution, or liquidation of, the other party, a default under any mortgage loan documents encumbering the relevant mall property or the sale or disposition of the underlying mall property. In addition, either party may

terminate each property management agreement without cause on or after the two-year anniversary of the execution of such agreement upon 180 days prior written notice.

If we develop or redevelop a new or existing property, we may enter into one or more property development agreements with one or more subsidiaries of SPG for specified periods, which will depend on the nature of the development services provided and estimated completion dates.

Pursuant to the terms of any property development agreements we hereafter determine to enter into, SPG will plan, organize, coordinate and administer further development of one or more mall properties, redevelop portions thereof, make improvements and perform other development work. In exchange, WPG will pay fees to SPG to cover pre-development and development costs and expenses as determined on a project-by-project basis.

Either party may terminate the property development agreements in the case of a material breach by, or a bankruptcy, dissolution, or liquidation of, the other party. In addition, either party may terminate each property development agreement without cause upon 30 days prior written notice.

WPG and SPG will enter into a transition services agreement prior to the distribution pursuant to which SPG and its subsidiaries will provide to WPG, on an interim, transitional basis, various services. The services to be provided include information technology, accounts payable, payroll, and other financial functions, as well as engineering support for various facilities, quality assurance support, and other administrative services. The anticipated charges for such services are generally intended to allow the servicing party to recover all out-of-pocket costs and expenses.

The transition services agreement will terminate on the expiration of the term of the last service provided under it, which will generally be up to 2 years following the distribution date. The recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to the shorter of 180 days or half of the original service period. Services can only be terminated at a month-end. Due to interdependencies between services, certain services may be extended or terminated early only if other services are likewise extended or terminated. Either party may terminate the agreement upon a change-in-control of the other party. A termination of the transition services agreement or any particular services thereunder will not affect the property management agreements.

WPG anticipates that it will generally be in a position to complete the transition away from those services (except for certain information technology-related and collections services) on or before two years following the distribution date.

Subject to certain exceptions, the liability of each party under the transition services agreement for the services it provides will generally be limited to the aggregate profits it receives in connection with the provision of such services during the twelve-month period prior to a claim. The transition services agreements also provide that the provider of a service shall not be liable to the recipient of such service for any special, indirect, incidental, consequential or punitive damages.

WPG and SPG will enter into a tax matters agreement prior to the distribution which will generally govern SPG's and WPG's respective rights, responsibilities and obligations after the distribution with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, tax returns, tax elections, tax contests and certain other tax matters.

In addition, the tax matters agreement will impose certain restrictions on WPG and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that will be designed to preserve the tax-free status of the distribution and certain related transactions. The tax matters agreement will provide special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the tax matters agreement, each party is expected to be responsible for any taxes imposed on, and certain related amounts payable by, SPG or WPG that arise from the failure of the distribution, together with certain related transactions, to qualify as a tax-free transaction for U.S. federal income tax purposes under

Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the tax matters agreement.

The tax matters agreement will also provide that, in the event that WPG LP disposes of (or takes or fails to take certain other actions with respect to) any of the properties contributed by The Real Property Trust, an indirect subsidiary of SPG ("RPT") to WPG LP following the distribution prior to the 5^th anniversary of such contribution, WPG LP will indemnify RPT for any taxes imposed on the built-in gain in such properties attributable to such action, which built-in gain will be measured as of the date of such contribution (generally, the excess of the fair market value of the relevant property over its adjusted tax basis).

WPG and SPG will enter into an employee matters agreement in connection with the separation to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters.

The employee matters agreement will govern SPG's and WPG's compensation and employee benefit obligations relating to current and former employees of each company, and generally will allocate liabilities and responsibilities relating to employee compensation and benefit plans and programs. The employee matters agreement will provide that, following the distribution, WPG's active employees generally will no longer participate in benefit plans sponsored or maintained by SPG and will commence participation in WPG's benefit plans, which are expected to be similar to the existing SPG benefit plans. In addition, the employee matters agreement will provide that, unless otherwise specified, SPG will be responsible for liabilities associated with employees who will be employed by SPG following the separation and former SPG employees, and WPG will be responsible for liabilities associated with employees who will be employed by WPG following the separation.

The employee matters agreement also may set forth the general principles relating to employee matters, including with respect to the assignment of employees, expense reimbursements, workers' compensation, leaves of absence, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits. The employee matters agreement may also address certain special circumstances, including employees who will transfer to their eventual permanent employer on a delayed basis because they will continue to provide services to either SPG or WPG during a transition period following the distribution.

We will enter into indemnification agreements with our directors and executive officers providing for the indemnification by us for certain liabilities and advancement of expenses incurred as a result of actions brought, or threatened to be brought, against such parties. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our organizational documents against any and all expenses, liabilities and losses, including, without limitation, investigation expenses and expert witnesses and attorneys' fees and expenses, judgments, penalties, fines, ERISA excise taxes and amounts paid or to be paid in settlement, actually incurred as a result of acting on our behalf, as a fiduciary or otherwise (net of any related insurance proceeds or other amounts received by an indemnified director or executive officer). We will not be obligated to indemnify a director or executive officer in connection with any claim where such director or executive officer was deemed to have violated applicable law, received illegal payments or profits or acted with fraud, or dishonest or willful misconduct.

Before the separation, all of the outstanding shares of WPG's common shares will be owned beneficially and of record by SPG. Following the distribution, WPG expects to have outstanding an aggregate of approximately 155 million shares of common equity based upon approximately 311 million SPG common shares outstanding on March 14, 2014, excluding treasury shares and assuming no exercise of SPG options, and applying the distribution ratio.

The following table reports the number of WPG common shares beneficially owned, immediately following the completion of the separation calculated as if the record date for the distribution was March 14, based upon the distribution of one WPG common share for every two shares of SPG stock, by the holders listed below (directly or indirectly through its subsidiaries), all of whom would beneficially own more than 5% of WPG's outstanding common equity. Unless otherwise indicated in the footnotes, shares are owned directly and the indicated person has sole voting and investment power.

(1): The amounts in the table also include shares of common stock that may be issued upon the exchange of units of limited partnership interest, or units of WPG L.P. that are exchangeable either for shares of common stock (on a one-to-one basis) or for cash.
(2): Based solely on information provided by The Vanguard Group and Vanguard Specialized Funds—Vanguard REIT Index Fund in two Schedule 13G/As filed with the Securities and Exchange Commission on February 11, 2014 and February 14, 2014, respectively. The Vanguard Group has the sole power to vote 446,147 shares of common stock and dispose of 18,156,722 shares, including 10,490,304 shares reported by Vanguard REIT Index Fund, and shared power to dispose of 373,527 shares.
(3): Based on the assumption that the principal shareowner continued to own the number of shares reflected in the table above on March 14, 2014.
(4): This group, or the MSA group, consists of Melvin Simon & Associates, Inc., or MSA, David Simon, Herbert Simon, two voting trusts, The Melvin Simon Family Enterprise Trust Agreement originally dated October 28, 1990, as amended and restated, or the Melvin Simon Trust, and other entities and trusts controlled by or for the benefit of MSA, David Simon or Herbert Simon. David Simon is one of our directors. MSA is owned 69.06% by the Melvin Simon Trust and 30.94% by a trust for the benefit of Herbert Simon. A total of 449,060 common shares included in the amount reported for the group are subject to the two voting trusts as to which David Simon and Herbert Simon are the voting trustees. The Melvin Simon Trust disclaims being party to any group.
(5): Includes 787,860 common shares currently outstanding; 12,567,021 common shares issuable upon exchange of units. Includes 15,934 units held by the Melvin Simon Trust. Does not include 2,086,213 units that are held by or

The following table sets forth the number of WPG common shares beneficially owned, immediately following the completion of the separation calculated as if the record date for the distribution was March 14, 2014, based upon the distribution of one WPG common share for every two shares of SPG common stock, regarding (1) each expected director and officers of WPG and (2) all of WPG's expected directors and officers as a group. The number of units includes earned and fully vested performance-based LTIP units which are convertible at the option of the holder into units on a one-for-one basis. Unless otherwise indicated in the footnotes to the table, shares or units are owned directly and the indicated person has sole voting and investment power.

On December 13, 2013, SPG announced that it intended to separate its strip centers and smaller enclosed malls from SPG's other businesses. The separation will be effectuated by means of a pro rata distribution of all of the common shares of WPG, which was formed to hold the assets and liabilities associated with the strip center and smaller enclosed mall business.

On , 2014, the distribution date, each SPG shareholder will receive one WPG common share for every two shares of SPG common stock held at the close of business on the record date, as described below. SPG shareholders will receive cash in lieu of any fractional WPG common shares which they would have received after application of this ratio. You will not be required to make any payment, surrender or exchange your SPG common stock or take any other action to receive your shares of WPG's common shares in the distribution. The distribution of WPG's common shares as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, please refer to this section under "— Conditions to the Distribution."

SPG's board of directors also considered a number of potentially negative factors in evaluating the separation, including the following:

SPG's board of directors concluded that the potential benefits of the separation outweighed these factors. For more information, please refer to the sections entitled "The Separation — Reasons for the Separation" and "Risk Factors" included elsewhere in this information statement.

Prior to or concurrently with the separation and distribution, SPG will engage in certain restructuring transactions that are designed to consolidate the ownership of a portfolio of interests in the strip centers and smaller enclosed malls currently owned directly or indirectly by Simon Property Group, L.P. into our operating partnership, facilitate the separation and distribution and provide us with our initial capital.

In connection with the separation and distribution, the following transactions have occurred or are expected to occur concurrently with or prior to completion of the separation and distribution:

With the assistance of Computershare, Inc., WPG expects to distribute WPG common shares on , 2014, the distribution date, to all holders of outstanding SPG common stock as of the close of business on , 2014, the record date. Computershare, Inc., which currently serves as the transfer agent and registrar for SPG's common shares, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for WPG common shares.

If you own SPG common stock as of the close of business on the record date, WPG's common shares that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Computershare, Inc. will then mail you a direct registration account statement that reflects your WPG common shares. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. If you own SPG common stock through the SPG dividend reinvestment plan, the WPG shares you receive will be distributed to a new WPG dividend reinvestment plan account that will be created for you. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to shareholders, as is the case in this distribution. Following the distribution, however, you may request the delivery of physical share certificates for your WPG shares. If you sell SPG common stock in the "regular-way" market up to and including the distribution date, you will be selling your right to receive WPG common shares in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your SPG common stock and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of WPG's common shares that have been registered in book-entry form in your name.

Most SPG shareholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in "street name" and ownership would be recorded on the bank or brokerage firm's books. If you hold your SPG common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the WPG common shares that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in "street name," please contact your bank or brokerage firm.

Following the distribution, you may request that physical share certificates be sent to you, at any time and without charge, by contacting Computershare, Inc. by telephone at 866-239-2277, on the Internet at www.computershare.com/investor or by sending a written request to Computershare, Inc. P.O. Box 30170, College Station, TX 77842-3170.

WPG common shares distributed to holders in connection with the distribution will be transferable without registration under the U.S. Securities Act of 1933, as amended, or the Securities Act, except for shares received by persons who may be deemed to be WPG affiliates. Persons who may be deemed to be WPG affiliates after the distribution generally include individuals or entities that control, are controlled by, or are under common control with WPG, which may include certain WPG executive officers, directors or principal shareholders. Securities held by WPG affiliates will be subject to resale restrictions under the Securities Act. WPG affiliates will be permitted to sell WPG common shares only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

For every two shares of SPG common stock that you own at the close of business on , 2014, the record date, you will receive one WPG common share(s) on the distribution date. SPG will not distribute any fractional WPG common shares to its shareholders. Instead, if you are a registered holder, Computershare, Inc. will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The transfer agent, in its sole discretion, without any influence by SPG or WPG, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the transfer agent will not be an affiliate of either SPG or WPG. Neither WPG nor SPG will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

The aggregate net cash proceeds of these sales will be taxable for U.S. federal income tax purposes. Please refer to "The Separation — Material U.S. Federal Income Tax Consequences of the Distribution" for an explanation of the material U.S. federal income tax consequences of the distribution. If you hold physical certificates for SPG common stock and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. WPG estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your SPG common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

After its separation from SPG, WPG will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on , 2014, the record date for the distribution, and will reflect any exercise of SPG options between the date the SPG board of directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding SPG common stock or any rights of SPG's shareholders. SPG will not distribute any fractional WPG common shares.

WPG has entered into a separation agreement with SPG and will enter into other agreements with SPG before the distribution to effect the separation and provide a framework for WPG's relationship with SPG after the separation. These agreements will provide for the allocation between SPG and WPG of SPG's assets, liabilities and

obligations (including intellectual property, and tax-related assets and liabilities) attributable to periods prior to WPG's separation from SPG and will govern the relationship between SPG and WPG after the separation. For a more detailed description of these agreements, please refer to "Certain Relationships and Related Person Transactions."

There is currently no public trading market for WPG's common shares. WPG has applied to list its common shares on the NYSE under the symbol "WPG." WPG has not and will not set the initial price of its common shares. The initial price will be established by the public markets.

WPG cannot predict the price at which its common shares will trade after the distribution. In fact, the combined trading prices, after the separation, of the WPG common shares that each SPG shareholder will receive in the distribution and the SPG common stock held at the record date may not equal the "regular-way" trading price of an SPG stock immediately prior to the separation. The price at which WPG common shares trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for WPG common shares will be determined in the public markets and may be influenced by many factors. Please refer to "Risk Factors — Risks Related to Our Common Shares."

Beginning on or shortly before the record date and continuing up to and including through the distribution date, SPG expects that there will be two markets in SPG common stock: a "regular-way" market and an "ex-distribution" market. SPG common stock that trade on the "regular-way" market will trade with an entitlement to WPG common shares distributed pursuant to the separation. SPG common stock that trade on the "ex-distribution" market will trade without an entitlement to WPG common shares distributed pursuant to the distribution. Therefore, if you sell SPG common stock in the "regular-way" market up to and including through the distribution date, you will be selling your right to receive WPG common shares in the distribution. If you own SPG common stock at the close of business on the record date and sell those shares on the "ex-distribution" market up to and including through the distribution date, you will receive the WPG common shares that you are entitled to receive pursuant to your ownership as of the record date of the SPG common stock.

Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, WPG expects that there will be a "when-issued" market in its common shares. "When-issued" trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The "when-issued" trading market will be a market for WPG common shares that will be distributed to holders of SPG common stock on the distribution date. If you owned SPG common stock at the close of business on the record date, you would be entitled to WPG common shares distributed pursuant to the distribution. You may trade this entitlement to WPG common shares, without the SPG common stock you own, on the "when-issued" market. On the first trading day following the distribution date, "when-issued" trading with respect to WPG common shares will end, and "regular-way" trading will begin.

WPG has announced that the distribution will be effective at 12:01 a.m. Eastern time, on , 2014, which is the distribution date, provided that the following conditions shall have been satisfied (or waived by SPG in its sole discretion):

SPG will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date and the distribution date and the distribution ratio. SPG does not intend to notify its shareholders of any modifications to the terms of the separation that, in the judgment of its board of directors, are not material. For example, the SPG board of directors might consider material such matters as significant changes to the distribution ratio, the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the SPG board of directors determines that any modifications by SPG materially change the material terms of the distribution, SPG will notify SPG shareholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement.

The following is a discussion of material U.S. federal income tax consequences of the distribution of our common shares to "U.S. Holders" (as defined below) of SPG common shares. This summary is based on the Code, U.S. Treasury regulations promulgated thereunder, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as in effect on the date of this information statement, and is subject to changes in these or other governing authorities, any of which may have a retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position to the contrary to any of the tax consequences described below. This discussion is based upon the assumption that the distribution, together with certain related transactions, will be consummated in accordance with the separation documents and as described in this information statement. This summary is for general information only and is not tax advice. It does not discuss any state, local or non-U.S. tax consequences, and it does not purport to discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its particular investment or tax circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, partners in partnerships that hold our common shares, pass-through entities, traders in securities who elect to apply a mark-to-market method of accounting, shareholders who hold their our common shares as part of a "hedge," "straddle," "conversion," "synthetic security," "integrated investment" or "constructive sale transaction," individuals who receive our common shares upon the exercise of employee stock options or otherwise as compensation, holders who are subject to alternative minimum tax or any holders who actually or constructively own more than 5% of SPG common stock). This discussion does not address the U.S. federal income tax consequences to investors who do not hold their SPG common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds SPG common stock, the tax treatment of a partner in the partnership will generally depend upon the

status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the distribution.

For purposes of this discussion a "U.S. Holder" is any holder of SPG common stock that is, for U.S. federal income tax purposes:

THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

SPG has not and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution and certain related transactions for U.S. federal income tax purposes and there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions are taxable. It is a condition to the distribution that SPG receive an opinion of Wachtell, Lipton, Rosen & Katz, satisfactory to the SPG board of directors, to the effect that the distribution, together with certain related transaction, will qualify as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion of Wachtell, Lipton, Rosen & Katz will be based and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of SPG and WPG (including those relating to the past and future conduct of SPG and WPG). If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if SPG or WPG breach any of their respective covenants in the separation documents, the opinion of Wachtell, Lipton, Rosen & Katz may be invalid and the conclusions reached therein could be jeopardized. The opinion of Wachtell, Lipton, Rosen & Katz will not be binding on the IRS or the courts.

Notwithstanding receipt by SPG of the opinion of Wachtell, Lipton, Rosen & Katz, the IRS could assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, SPG, WPG and SPG shareholders could be subject to significant U.S. federal income tax liability. Please refer to "Material U.S. Federal Income Tax Consequences if the Distribution is Taxable" below.

Assuming that the distribution, together with certain related transactions, qualifies as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, the U.S. federal income tax consequences of the distribution are as follows: (i) the distribution will generally not result in any taxable income, gain or loss to SPG; (ii) no gain or loss will generally be recognized by (and no amount will be included in the income of) U.S. Holders of SPG common stock upon their receipt of WPG common stock in the distribution, except with respect to any cash received in lieu of fractional shares of WPG common stock (as described below); (iii) the aggregate tax basis of the SPG common stock and the WPG common stock received in the distribution (including any fractional share interest in WPG common stock for which cash is received) in the hands of each U.S. Holder of SPG common stock after the distribution will equal the aggregate basis of SPG common stock held by the U.S. Holder immediately before the distribution, allocated between the SPG common stock and the WPG common stock (including any fractional share interest in WPG common stock for which cash is received) in proportion to the relative fair market value of each on the date of the distribution; and (iv) the holding period of the WPG common stock received by each U.S. Holder of SPG common stock in the distribution (including any fractional share interest in WPG common stock for which cash is received) will generally include the holding period at the time of the distribution

for the SPG common stock with respect to which the distribution is made, provided that SPG common stock is held as a capital asset on the date of the distribution. A U.S. Holder who receives cash in lieu of a fractional share of WPG common stock in the distribution will be treated as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. Holder's adjusted tax basis in such fractional share. Such gain or loss will be long-term capital gain or loss in the U.S. Holder's holding period for its SPG common stock exceeds one year at the time of the distribution.

U.S. Treasury regulations also generally provide that if a U.S. Holder of SPG common stock holds different blocks of SPG common stock (generally shares of SPG common stock purchased or acquired on different dates or at different prices), the aggregate basis for each block of SPG common stock purchased or acquired on the same date and at the same price will be allocated, to the greatest extent possible, between the WPG common stock received in the distribution in respect of such block of SPG common stock and such block of SPG common stock, in proportion to their respective fair market values, and the holding period of the WPG common stock received in the distribution in respect of such block of SPG common stock will generally include the holding period of such block of SPG common stock, provided that such block of SPG common stock was held as a capital asset on the date of the distribution. If a U.S. Holder of SPG common stock is not able to identify which particular shares of WPG common stock are received in the distribution with respect to a particular block of SPG common stock, for purposes of applying the rules described above, the U.S. Holder may designate which shares of WPG common stock are received in the distribution in respect of a particular block of SPG common stock, provided that such designation is consistent with the terms of the distribution. Holders of SPG common stock are urged to consult their own tax advisors regarding the application of these rules to their particular circumstances.

As discussed above, SPG has not and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution and certain related transactions for U.S. federal income tax purposes. Notwithstanding receipt by SPG of the opinion of Wachtell, Lipton, Rosen & Katz described above, the IRS could assert that the distribution does not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, the consequences described above would not apply and SPG, WPG and SPG shareholders could be subject to significant U.S. federal income tax liability. In addition, certain events that may or may not be within the control of SPG or WPG, could cause the distribution and certain related transactions to not qualify for tax-free treatment for U.S. federal income tax purposes. Depending on the circumstances, WPG may recognize taxable gain or may be required to indemnify SPG for taxes (and certain related losses) resulting from the distribution not qualifying as tax-free.

If the distribution fails to qualify as a tax-free transaction for U.S. federal income tax purposes, in general, SPG would recognize taxable gain as if it had sold the WPG common stock in a taxable sale for its fair market value (unless SPG and WPG jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, WPG would (i) recognize taxable gain as if it had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of the WPG common stock and the assumption of all WPG's liabilities and (ii) obtain a related step up in the basis of its assets) and SPG shareholders who receive WPG common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. In addition, even if the distribution were to otherwise qualify as tax-free under Section 355 of the Code, it may result in taxable gain at the entity level under Section 355(e) of the Code, if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in SPG or WPG. For this purpose, any acquisitions of SPG stock or of WPG shares within the period beginning two years before the separation and ending two years after the separation are presumed to be part of such a plan, although SPG or WPG may be able to rebut that presumption.

In connection with the distribution, SPG and WPG will enter into a tax matters agreement pursuant to which WPG will agree to be responsible for certain liabilities and obligations following the distribution. In general, under the terms of the tax matters agreement, if the distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code (including as a result of Section 355(e) of the Code) and if such failure were the result of actions taken after the distribution by SPG or WPG, the party responsible for such failure will be responsible for all taxes imposed on, and certain related amounts payable by, SPG or WPG to the extent such taxes or related amounts result from such actions. However, if such failure was the result of any acquisition of WPG shares or assets or any of WPG's representations, statements or undertakings being incorrect,

incomplete or breached, WPG will be responsible for all entity-level taxes and certain related amounts resulting from such acquisition or breach. For a discussion of the tax matters agreement, please refer to "Certain Relationships and Related Person Transactions — The Tax Matters Agreement." WPG's indemnification obligations to SPG under the tax matters agreement will not be limited in amount or subject to any cap. If WPG is required to pay any entity-level taxes or make additional distributions or indemnify SPG and its subsidiaries and their respective officers and directors under the circumstances set forth in the tax matters agreement, WPG may be subject to substantial liabilities.

Payments of cash to U.S. Holders of SPG common stock in lieu of fractional shares of WPG common stock may be subject to information reporting and backup withholding (currently at a rate of 28%), unless such U.S. Holder delivers a properly completed IRS Form W-9, providing such U.S. Holder's correct taxpayer identification number and certain other information, or otherwise establishing a basis for exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder's U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

U.S. Treasury regulations require certain U.S. Holders who receive shares of WPG common stock in the distribution to attach to such U.S. Holder's U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the distribution.

THE FOREGOING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DISCUSSION DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan Facility

Washington Prime Group, L.P. (the "Borrower") intends to enter into a senior unsecured revolving credit facility and a senior unsecured term loan facility with a syndicate of banks, as lenders, Bank of America, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner & Smith, Incorporated or its affiliates and J.P. Morgan Securities LLC, and other banks as joint bookrunners and joint lead arrangers. The revolving credit facility will provide borrowings on a revolving basis up to $900 million (the "Revolver") and the senior unsecured term loan facility (the "Term Loan" and together with the Revolver, the "Facility") will provide borrowings in an aggregate principal amount up to $500 million. Loans under the Facility will be denominated in U.S. Dollars; provided that we anticipate that up to 25% of the amount available for borrowing under the Revolver will be available for loans denominated in Canadian Dollars. The Facility will close no later than the consummation of the distribution.

We anticipate that the Revolver will mature on May 30, 2018, subject to two, 6-month extension options available at the Borrower's election subject to compliance with the terms of the Facility and payment of a customary extension fee. We anticipate that the Term Loan will mature on May 30, 2016, subject to three, 12-month extension options available at the Borrower's election subject to compliance with the terms of the Facility and payment of a customary extension fee. We expect to draw under the Revolver on or prior to the distribution date.

Set forth below is a summary of the anticipated terms of the Facility. As the final terms of the Facility have not yet been finalized, the final terms may differ from those set forth herein.

We anticipate that obligations under the Facility will be senior unsecured obligations of the Borrower and will not be guaranteed by Washington Prime Group Inc. or any other entity. The proceeds of the borrowings under the Facility will be used for, among other things, general corporate, partnership and working capital needs of the Borrower or its subsidiaries, inclusive of repayment of indebtedness for borrowed money.

We anticipate that the Facility will have affirmative and negative covenants that are customary for an unsecured loan of this nature, including, without limitation, customary reporting obligations; limitations on WPG's or the Borrower's ability to enter into transactions relating to mergers or consolidations; limitations on the Borrower's ability to enter into transaction relating to sales of assets; limitations on distributions and investments; limitations on the incurrence of indebtedness subject to a maximum total adjusted outstanding indebtedness to capitalization value ratio, maximum total outstanding unsecured indebtedness to unencumbered capitalization value ratio and maximum secured indebtedness to capitalization value ratio (each to be described specifically in the definitive documentation for the Facility); and notification of the bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's consolidated minimum rent is attributable. In addition, we anticipate that we will be required to comply with the following financial maintenance covenants: (1) minimum combined equity value, (2) minimum combined debt service ratio and (3) minimum unsecured interest expense ratio, each to be described specifically in the definitive documentation for the Facility.

We anticipate that Borrowings under the Revolver will bear interest at the LIBOR screen rate (with respect to U.S. Dollar denominated loans) or CDOR screen rate (with respect to Canadian Dollar denominated loans) (each, to be defined in the definitive documentation for the Facility) or the base rate (to be defined in the definitive documentation for the Facility) plus, in each case, an applicable margin. Provided that the Borrower has achieved an investment grade rating from at least two of Standard & Poor's Ratings Service, Moody's Investor Services, Inc. and Fitch, Inc., we anticipate that the applicable margin with respect to borrowings under the Revolver and Term Loan will, at the Borrower's election, be governed by either a leverage based or ratings based pricing grid as set forth below. The major credit rating agencies have indicated they expect to assign us an investment grade credit rating of BBB or Baa2.


Ratio Level	Total Leverage Ratio	Applicable Margin for LIBOR Screen Rate or CDOR Screen Rate Loan (% per annum)		Applicable Margin for Base Rate Loans (% per annum)
Level I	< 40%		1.25	%	0.25	%
Level II	³ 40% and < 45%		1.30	%	0.30	%
Level III	³ 45% and < 50%		1.40	%	0.40	%
Level IV	³ 50% and < 55%		1.55	%	0.55	%
Level V	³ 55%		1.65	%	0.65	%


Ratio Level	Total Leverage Ratio	Applicable Margin for LIBOR Screen Rate or CDOR Screen Rate Loan (% per annum)		Applicable Margin for Base Rate Loans (% per annum)
Level I	< 40%		1.40	%	0.40	%
Level II	³ 40% and < 45%		1.50	%	0.50	%
Level III	³ 45% and < 50%		1.65	%	0.65	%
Level IV	³ 50% and < 55%		1.80	%	0.80	%
Level V	³ 55%		1.95	%	0.95	%

We anticipate that the default interest rate following the occurrence and continuation of an event of default under the Facility will be equal to the base rate plus 2.00% and that interest will be payable monthly. The definitive documentation for the Facility is anticipated to include a competitive bid option for amounts drawn under the Revolver, not to be exercised more than six times in any 30-day period, in an amount not to exceed 65% of the total amount of commitments under the Revolver.

Provided that the Borrower has achieved an investment grade rating from at least two of Standard & Poor's Ratings Service, Moody's Investor Services, Inc. and Fitch, Inc., we anticipate that the commitments under the Revolver will be subject to a facility fee governed, at the Borrower's election, by either a leverage based or ratings based grid as set forth below. The major credit rating agencies have indicated they expect to assign us an investment grade credit rating of BBB or Baa2.

The funding of the Facility is subject to closing conditions that are customary for unsecured loans of this nature. We anticipate that the Borrower will be permitted to voluntarily prepay the loans under the Facility without any penalty, other than breakage fees, at any time.

We anticipate that the Facility will contain customary events of default, including, without limitation, payment defaults, performance defaults, bankruptcy defaults, judgment defaults, defaults under certain other indebtedness, changes in control, the failure of Washington Prime Group Inc. to remain a publicly listed company and to maintain its status as a REIT for federal income tax purposes and the failure of the Borrower, or its subsidiaries or affiliates, or Simon Property Group, L.P., or its subsidiaries or affiliates, to provide, collectively, property management and leasing services for at least 33% of the total number of shopping centers in which the Borrower will have an ownership interest.

Upon completion of the separation, we expect to assume our share of approximately $962 million of existing secured property-level indebtedness related to these properties, based on principal balances at December 31, 2013 (the "Assumed Debt"), and to assume approximately $425.0 million of new secured property-level indebtedness ("New Secured Debt").

Typically, and without lender consent, our property-level mortgage debt may restrict or limit the ability of the borrower thereunder to:

In addition, these instruments generally limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness with respect to its interest in the applicable borrower unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests.

As of December 31, 2013, the Assumed Debt had an effective weighted average interest rate of 5.87% and a weighted average years to maturity of 4.0 years. We anticipate that the New Secured Debt will have an effective weighted average interest rate of 4.58% and a weighted average years to maturity of 8.7 years.

The Assumed Debt is recourse only to the property securing the applicable portion of the Assumed Debt, with the exception of customary and contingent guaranties/indemnities that Simon Property Group, L.P. or its subsidiaries may have provided, such as non-recourse carve-out guaranties and environmental indemnities. We expect to assume the guaranty obligations as described in the preceding sentence, as of the distribution date.

We do not believe any individual mortgage or property-level debt instrument to be material.

WPG's articles of incorporation and bylaws will be amended and restated prior to the separation. The following is a summary of the material terms of WPG's capital stock that will be contained in the amended and restated articles of incorporation and bylaws. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the amended and restated articles of incorporation or of the bylaws to be in effect at the time of the distribution. The summary is qualified in its entirety by reference to these documents, which you must read (along with the applicable provisions of Indiana law) for complete information on WPG's capital stock as of the time of the distribution. The amended and restated articles of incorporation and bylaws to be in effect at the time of the distribution will be included as exhibits to WPG's registration statement on Form 10, of which this information statement forms a part.

WPG's authorized capital stock consists of 300 million common shares, par value $.0001 per share, 75 million preferred shares, par value $.0001 per share, of which all of the preferred shares are undesignated, and 125 million shares of Excess Common Stock. WPG's board of directors may establish the rights and preferences of the preferred shares from time to time. Immediately following the distribution, WPG expects that approximately 155 million of its common shares will be issued and outstanding, based on the number of outstanding shares of Simon Property Group, Inc. common stock as of March 14, 2014 and the distribution ratio of one WPG share for every two shares of SPG common stock, and that no preferred shares will be issued and outstanding.

Each holder of WPG common shares will be entitled to one vote for each share on all matters to be voted upon by the common shareholders, and there will be no cumulative voting rights. Subject to any preferential rights of any outstanding preferred shares, holders of WPG common shares will be entitled to receive ratably the dividends, if any, as may be declared from time to time by its board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of WPG, holders of its common shares would be entitled to ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any then outstanding preferred shares.

Holders of WPG common shares will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common shares. After the distribution, all outstanding WPG common shares will be fully paid and non-assessable. The rights, preferences and privileges of the holders of WPG common shares are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred equity that WPG may designate and issue in the future.

Under the terms of WPG's amended and restated articles of incorporation, its board of directors will be authorized, subject to limitations prescribed by the Indiana Business Corporation Law, or the "IBCL," and by its amended and restated articles of incorporation, to issue up to 75 million shares of preferred equity in one or more series without further action by the holders of its common shares. WPG's board of directors will have the discretion, subject to limitations prescribed by the IBCL and by WPG's amended and restated of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred shares.

We believe that the power of our board of directors, without shareholder approval, to amend our articles to increase the aggregate number of shares of our preferred equity and to classify or reclassify unissued shares of our preferred shares and thereafter to issue such classified or reclassified shares of preferred equity provides us with flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series will be available for issuance without further action by our shareholders, unless shareholder consent is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue an additional class or series of preferred equity that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company, even if such transaction or change of control involves a premium price for our shareholders or shareholders believe that such transaction or change of control may be in their best interests.

Our amended and restated articles of incorporation contain certain restrictions on the number of shares of capital stock that individual shareholders may own. Certain requirements must be met for us to maintain our status as a REIT, including the following:

In part because we currently believe it is essential for us to maintain our status as a REIT, the provisions of our articles with respect to authorized but unissued WPG shares ("Excess Shares") contain restrictions on the acquisition of our capital stock intended to ensure compliance with these requirements.

Our amended and restated articles of incorporation provide that, subject to certain specified exceptions, no shareholder may own, or be deemed to own by virtue of the attribution rules of the Code, more than the ownership limit. The ownership limit is equal to 8%, or 18% in the case of members of the Simon family and related persons, of any class of capital stock or any combination thereof, determined by number of shares outstanding, voting power or value (as determined by WPG's board of directors), whichever produces the smallest holding of capital stock under the three methods, computed wth regard to all outstanding shares of capital stock and, to the extent provided by the Code, all shares of capital stock issuable under outstanding options and exchange rights that have not been exercised. The board of directors may exempt a person from the ownership limit if the board of directors receives a ruling from the IRS or an opinion of tax counsel that such ownership will not jeopardize our status as a REIT.

Anyone acquiring shares in excess of the ownership limit will lose control over the power to dispose of the shares, will not receive dividends declared and will not be able to vote the shares. In the event of a purported transfer or other event that would, if effective, result in the ownership of shares in violation of the ownership limit, the transfer or other event will be deemed void with respect to that number of shares that would be owned by the transferee in excess of the ownership limit. The intended transferee of the excess shares will acquire no rights in those shares. Those shares will automatically be converted into Excess Shares according to rules set forth in the amended and restated articles of incorporation.

Upon a purported transfer or other event that results in Excess Shares, the Excess Shares will be deemed to have been transferred to a trustee to be held in trust for the exclusive benefit of a qualifying charitable organization designated by us. The Excess Shares will be issued and outstanding equity entitled to dividends equal to any dividends which are declared and paid on the shares from which they were converted. Any dividend or distribution paid prior to our discovery that shares have been converted into Excess Shares is to be repaid upon demand. The recipient of the dividend will be personally liable to the trust. Any dividend or distribution declared but unpaid will be rescinded as void with respect to the shares in question, and will automatically be deemed to have been declared and paid with respect to the Excess Shares into which the shares were converted. The Excess Shares will also be entitled to the same voting rights granted to the shares from which they were converted. Any voting rights exercised prior to our discovery that shares were converted to Excess Shares will be rescinded and recast as determined by the trustee.

While Excess Shares are held in trust, an interest in that trust may be transferred by the purported transferee, or other purported holder with respect to the Excess Shares, only to a person whose ownership of the shares of stock would not violate the ownership limit. Upon such transfer, the Excess Shares will be automatically exchanged for the same number of shares of the same type and class as the shares for which the Excess Shares were originally exchanged.

Our amended and restated articles of incorporation contain provisions that are designed to ensure that the purported transferee or other purported holder of the Excess Shares may not receive in return for such a transfer an amount that reflects any appreciation in the shares for which the Excess Shares were exchanged during the period that the Excess Shares were outstanding. Any amount received by a purported transferee or other purported holder in excess of the amount permitted to be received must be paid over to the trust. If the foregoing restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee or holder of any Excess Shares may be deemed, at our option, to have acted as an agent on behalf of the trust in acquiring or holding the Excess Shares and to hold the Excess Shares on behalf of the trust.

Our amended and restated articles of incorporation further provide that we may purchase, for a period of 90 days during the time the Excess Shares are held by the trustee in trust, all or any portion of the Excess Shares from the original transferee-shareholder at the lesser of the following:

The 90-day period begins on the date of the violative transfer or other event if the original transferee-shareholder gives notice to us of the transfer or, if no notice is given, the date the board of directors determines that a violative transfer or other event has occurred.

Our amended and restated articles of incorporation further provide that in the event of a purported issuance or transfer that would, if effective, result in us being beneficially owned by fewer than 100 persons, such issuance or transfer would be deemed null and void, and the intended transferee would acquire no rights to the shares.

All certificates representing shares of any class of our shares bear a legend referring to the restrictions described above.

All persons who own, directly or by virtue of the attribution rules of the Code, more than 5%, or such other percentage as may be required by the Code or Treasury regulations promulgated thereunder, of the outstanding shares must file an affidavit with us containing the information specified in the articles before January 30 of each year. In addition, each shareholder shall, upon demand, be required to disclose to us in writing such information with respect to the direct, indirect and constructive ownership of shares as the board of directors deems necessary to comply with the provisions of the articles or the Code applicable to a REIT.

The Excess Shares provision will not be removed automatically even if the REIT provisions of the Code are changed so as to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased. In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our board of directors.

Anti-Takeover Effects of Various Provisions of Indiana Law and WPG's Amended and Restated Articles of Incorporation and Bylaws

Provisions of the IBCL and WPG's amended and restated articles of incorporation and bylaws could make it more difficult to acquire WPG by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that its board of directors may consider inadequate and to encourage persons seeking to acquire control of the company to first negotiate with WPG's board of directors. WPG believes that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Control Share Acquisitions. Under Chapter 42 of the IBCL, an acquiring person or group who makes a "control share acquisition" in an "issuing public corporation" may not exercise voting rights on any "control shares" unless these voting rights are conferred by a majority vote of the disinterested shareholders of the issuing public corporation at a special meeting of those shareholders held upon the request and at the expense of the acquiring person. If control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters' rights to receive the fair value of their shares pursuant to Chapter 44 of the IBCL.

Under the IBCL, "control shares" are shares acquired by a person that, when added to all other shares of the issuing public corporation owned by that person or in respect to which that person may exercise or direct the exercise of voting power, would otherwise entitle that person to exercise voting power of the issuing public corporation in the election of directors within any of the following ranges:

A "control share acquisition" means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition.

An "issuing public corporation" means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

The provisions described above do not apply if, before a control share acquisition is made, the corporation's amended and restated articles of incorporation or bylaws, including a Bylaw adopted by the corporation's board of directors, provide that they do not apply.

Our amended and restated bylaws provide that these provisions of Chapter 42 do not apply to us.

Certain Business Combinations. Chapter 43 of the IBCL restricts the ability of a "resident domestic corporation" to engage in any combinations with an "interested shareholder" for five years after the date the interested shareholder became such, unless the combination or the purchase of shares by the interested shareholder on the interested shareholder's date of acquiring shares is approved by the board of directors of the resident domestic corporation before that date. If the combination was not previously approved, then the interested shareholder may effect a combination after the five-year period only if that shareholder receives approval from a majority of the disinterested shareholders or the offer meets specified "fair price" criteria.

For purposes of the above provisions, "resident domestic corporation" means an Indiana corporation that has 100 or more shareholders. "Interested shareholder" means any person, other than the resident domestic corporation or its subsidiaries, who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the resident domestic corporation or (2) an affiliate or associate of the resident domestic corporation, which at any time within the five-year period immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the resident domestic corporation.

The definition of "beneficial owner" for purposes of Chapter 43 means a person who, directly or indirectly, owns the subject shares, has the right to acquire or vote the subject shares (excluding voting rights under revocable proxies made in accordance with federal law), has any agreement, arrangement or understanding for the purpose of acquiring, holding or voting or disposing of the subject shares, or holds any "derivative instrument" that includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the subject shares.

The above provisions do not apply to corporations that elect not to be subject to Chapter 43 in an amendment to their amended and restated articles of incorporation approved by a majority of the disinterested shareholders. That amendment, however, cannot become effective until 18 months after its passage and would apply only to share acquisitions occurring after its effective date. Our amended and restated articles of incorporation do not exclude us from Chapter 43.

Under Section 23-1-33-6(c) of the IBCL, a corporation with a class of voting shares registered with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must have a classified board of directors unless the corporation adopts a bylaw expressly electing not to be governed by this provision by 30 days after the corporation's voting shares are registered under Section 12 of the Exchange Act. WPG's amended and restated bylaws will provide that its board of directors will not be classified. Commencing with the first annual meeting of shareholders following the separation, directors will be elected at the annual meeting of shareholders and thereafter will serve until the next annual meeting of shareholders. WPG's board of directors may amend the bylaws in the future to elect to have a classified board structure.

At any meeting of shareholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast by the shareholders entitled to vote in the election, with directors not

receiving a majority of the votes cast required to tender their resignations for consideration by the board, except that in the case of a contested election, the election will be determined by a plurality of the votes cast by the shareholders entitled to vote in the election.

WPG's amended and restated articles of incorporation and bylaws will provide that its shareholders may only remove its directors for cause with the affirmative vote of the holders of at least two-thirds of the outstanding shares of WPG voting shares. In addition, under Section 23-1-33-8(a) of the IBCL a director may be removed, with or without cause, by the affirmative vote of a majority of the directors then in office.

WPG's amended and restated articles of incorporation will provide that the affirmative vote of the holders of at least two-thirds of WPG's outstanding voting shares is required to amend certain provisions relating to the removal of directors, the calling of special meetings of shareholders and director and officer indemnification.

Under Section 23-1-39-1 of the IBCL, only the board of directors can amend the bylaws, and shareholders do not have the right to amend the bylaws unless the articles of incorporation provide otherwise. WPG's amended and restated articles of incorporation provide that the bylaws may be amended by WPG's board of directors or by the affirmative vote of the holders of at least two-thirds of WPG's outstanding voting shares, except that amendments to certain provisions relating to the removal of directors, calling special meetings of shareholders and director and officer indemnification may only be made by approval of both the board of directors and the affirmative vote of the holders of at least two-thirds of WPG's outstanding voting shares.

WPG's amended and restated bylaws will provide that the number of directors on its board of directors will be fixed exclusively by its board of directors. Any vacancies created in its board of directors resulting from any increase in the authorized number of directors, or the death, resignation, retirement, disqualification, removal from office or other cause, will be filled by a majority of the board of directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on WPG's board of directors will be appointed for a term expiring at the next election of the class for which such director has been appointed, and until his or her successor has been elected and qualified.

WPG's amended and restated articles of incorporation and bylaws will provide that only the chairman of WPG's board of directors, its chief executive officer, its president or its board of directors pursuant to a resolution adopted by a majority of the board of directors may call special meetings of WPG shareholders. Shareholders may not call special shareholder meetings.

Business that may be transacted at special shareholder meetings is limited to business stated in WPG's notice of the meeting; shareholders may not submit business proposals for consideration at, or nominate persons for election as directors at, special shareholder meetings.

Under Section 23-1-29-4(a) of the IBCL, shareholders may act without a meeting only by unanimous written consent.

Requirements for Advance Notification of Shareholder Nominations and Proposals

WPG's amended and restated bylaws will establish advance notice procedures with respect to shareholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of its board of directors or a committee of its board of directors. These advance-notice provisions may have the effect of precluding a contest for the election of our directors or the consideration of shareholder proposals if the proper procedures are not followed, or discouraging or deterring a third party from conducting a solicitation of proxies to

elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to us and our shareholders.

The IBCL provides that shareholders are denied the right to cumulate votes in the election of directors unless the company's articles of incorporation provides otherwise. WPG's amended and restated articles of incorporation will not provide for cumulative voting.

The authority that WPG's board of directors will possess to issue preferred shares could potentially be used to discourage attempts by third parties to obtain control of WPG through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. WPG's board of directors may be able to issue preferred shares with voting or conversion rights that, if exercised, could adversely affect the voting power of the holders of WPG's common equity.

Our amended and restated articles of incorporation will provide that the state and U.S. federal courts located in the State of Indiana will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our shareholders, creditors or other constituents, any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the IBCL or our amended and restated articles of incorporation or bylaws or any action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine.

Under Chapter 35 of the IBCL, directors are required to discharge their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that the directors reasonably believe to be in the best interest of the corporation. Under the IBCL, a director is not liable for any action taken as a director, or any failure to act, regardless of the nature of the alleged breach of duty (including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith) unless the director has breached or failed to perform the duties of the director's office and the action or failure to act constitutes willful misconduct or recklessness. This exculpation from liability under the IBCL does not affect the liability of directors for violations of the federal securities laws.

Chapter 37 of the IBCL authorizes every Indiana corporation to indemnify its officers and directors under certain circumstances against liability incurred in connection with proceedings to which the officers or directors are made a party by reason of their relationship to the corporation. Officers and directors may be indemnified where they have acted in good faith, and in the case of official action, they reasonably believed the conduct was in the corporation's best interests, and in all other cases, they reasonably believed the action taken was not against the best interests of the corporation, and in the case of criminal proceedings they either had reasonable cause to believe the action was lawful or there was no reasonable cause to believe the action was unlawful. Chapter 37 of the IBCL also requires every Indiana corporation to indemnify any of its officers or directors (unless limited by the articles of incorporation of the corporation) who were wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred in connection with the proceeding. A corporation may also, under certain circumstances, pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding. Chapter 37 of the IBCL states that the indemnification provided for therein is not exclusive of any other rights to which a person may be entitled under the articles of incorporation, bylaws or resolutions of the board of directors or shareholders.

Our amended and restated articles of incorporation and bylaws, and accordingly the terms of our indemnification agreements with our directors and executive officers, provide for indemnification, to the fullest extent permitted by the IBCL, of our directors and officers against liability and reasonable expenses that may be incurred by them in connection with proceedings in which they are made a party by reason of their relationship to the company.

Chapter 35 of the IBCL also provides that a board of directors, in discharging its duties, may consider, in its discretion, both the long-term and short-term best interests of the corporation, taking into account, and weighing as the directors deem appropriate, the effects of an action on the corporation's shareholders, employees, suppliers and customers and the communities in which offices or other facilities of the corporation are located and any other factors the directors consider pertinent. Directors are not required to consider the effects of a proposed corporate action on any particular corporate constituent group or interest as a dominant or controlling factor. If a determination is made with the approval of a majority of the disinterested directors of the board of directors, that determination is conclusively presumed to be valid unless it can be demonstrated that the determination was not made in good faith after reasonable investigation. Chapter 35 specifically provides that specified judicial decisions in Delaware and other jurisdictions, which might be looked upon for guidance in interpreting Indiana law, including decisions that propose a higher or different degree of scrutiny in response to a proposed acquisition of the corporation, are inconsistent with the proper application of the business judgment rule under Chapter 35.

WPG's authorized but unissued common and preferred shares will be available for future issuance without your approval. WPG may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued common and preferred shares could render more difficult, or discourage, an attempt to obtain control of WPG by means of a proxy contest, tender offer, merger or otherwise.

WPG has applied to have its common shares listed on the NYSE under the symbol "WPG."

In the past three years, WPG has not sold any securities, including sales of reacquired securities, new issues, securities issued in exchange for property, services or other securities, and new securities resulting from the modification of outstanding securities.

In connection with its incorporation, on December 17, 2013, WPG issued 100 common shares, par value $0.0001 per share, to SPG pursuant to Section 4(2) of the Securities Act. Prior to completion of the separation and distribution, WPG will effectuate a stock split on these 100 common shares. We will not register the issuance of these shares under the Securities Act because such issuances will not constitute a public offering.

After the distribution, the distribution agent, transfer agent and registrar for WPG's common shares will be Computershare, Inc. For questions relating to the transfer or mechanics of the share distribution, you should contact:

Computershare, Inc.
P.O. Box 30170
College Station, TX 77842-3170
866-239-2277
www.computershare.com/investor

The following is a summary of material U.S. federal income tax consequences of the investment in our common shares. For purposes of this section under the heading "Material U.S. Federal Income Tax Consequences," references to "WPG," "we," "our," and "us" generally mean only WPG and its subsidiaries or other lower-tier entities, except as otherwise indicated, and references to "tenants" are to persons who are treated as lessees of real property for purposes of the REIT requirements, including, in general, persons who are referred to as "customers" elsewhere in this information statement. This summary is based on the Code, U.S. Treasury regulations promulgated thereunder, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as in effect on the date of this information statement, and is subject to changes in these or other governing authorities, any of which may have a retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position to the contrary to any of the tax consequences described below. This summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents. This summary is for general information only and is not tax advice. It does not discuss any state, local or non-U.S. tax consequences relevant to us or an investment in our common shares, and it does not purport to discuss all aspects of U.S. federal income taxation that may be relevant to a particular investor in light of its particular investment or tax circumstances or to investors subject to special rules under the Code (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, partners in partnerships that hold our common shares, pass-through entities, traders in securities who elect to apply a mark-to-market method of accounting, shareholders who hold their our common shares as part of a "hedge," "straddle," "conversion," "synthetic security," "integrated investment" or "constructive sale transaction," individuals who receive our common shares upon the exercise of employee stock options or otherwise as compensation, and shareholders who are subject to alternative minimum tax). Finally, this summary does not address the U.S. federal income tax consequences to investors who will not hold our common shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

The U.S. federal income tax treatment of holders of our common shares depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences to any particular shareholder of holding our common shares will depend on the shareholder's particular tax circumstances. You are urged to consult your tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences to you in light of your particular investment or tax circumstances of acquiring, holding, exchanging, or otherwise disposing of our common shares.

We intend to elect to be taxed as a REIT under Sections 856 through 859 of the Code, from and after the taxable year that includes the distribution. We believe that we will be organized, and we expect to operate, in such a manner as to qualify for taxation as a REIT under the applicable provisions of the Code.

Faegre Baker Daniels LLP has acted as our Special Tax Advisor in connection with our formation and election to be taxed as a REIT. In connection with this transaction, we expect to receive an opinion of the Special Tax Advisor to the effect that we are organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT commencing with our taxable year that includes the distribution. It must be emphasized that the opinion of the Special Tax Advisor is based on various assumptions relating to our organization and operation, and are conditioned upon fact-based representations and covenants made by our management regarding our organization, assets, and income, and the present and future conduct of our business operations. While we intend to operate so that we will qualify to be taxed as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given by the Special Tax Advisor or by us that we will qualify to be taxed as a REIT for any particular year. The opinion of the Special Tax Advisor is expressed as of the date issued. The Special Tax Advisor will have no obligation to advise us or our shareholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. You should be aware that opinions of advisors are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions.

Qualification and taxation as a REIT depends on our ability to meet on a continuing basis, through actual operating results, distribution levels, and diversity of share ownership, various qualification requirements imposed upon REITs by the Code, the compliance with which will not be reviewed by the Special Tax Advisor. Our ability to qualify to be taxed as a REIT also requires that we satisfy certain tests, some of which depend upon the fair market

values of assets that we own directly or indirectly. Such values may not be susceptible to a precise determination. Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.

As indicated above, our qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below under "— Requirements for Qualification — General." While we intend to operate so that we qualify and continue to qualify to be taxed as a REIT, no assurance can be given that the IRS will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future. Please refer to "— Failure to Qualify."

Provided that we qualify to be taxed as a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income tax on our net REIT taxable income that is currently distributed to our shareholders. This treatment substantially eliminates the "double taxation" at the corporate and shareholder levels that generally results from an investment in a C corporation. A "C corporation" is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level when the income is distributed. In general, the income that we generate is taxed only at the shareholder level upon a distribution of dividends to our shareholders.

Currently, most U.S. shareholders that are individuals, trusts or estates are taxed on corporate dividends at a maximum U.S. federal income tax rate of 20% (the same as long-term capital gains). With limited exceptions, however, dividends from us or from other entities that are taxed as REITs are generally not eligible for this rate and will continue to be taxed at rates applicable to ordinary income. Presently, the highest marginal non-corporate U.S. federal income tax rate applicable to ordinary income is 39.6%. Please refer to "— Taxation of Shareholders — Taxation of Taxable U.S. Shareholders — Distributions."

Any net operating losses, foreign tax credits and other tax attributes generally do not pass through to our shareholders, subject to special rules for certain items such as the capital gains that we recognize. Please refer to "— Taxation of Shareholders — Taxation of Taxable U.S. Shareholders — Distributions."

If we qualify to be taxed as a REIT, we will nonetheless be subject to U.S. federal tax in the following circumstances:

In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, gross receipts and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of twelve months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a corporation's initial tax year as a REIT (which, in our case, will be the taxable year that includes the distribution). Our articles will provide restrictions regarding the ownership and transfers of our shares, which are intended to assist us in satisfying the share ownership requirements described in conditions (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury regulations that require us to ascertain the actual ownership of

our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirements described in condition (6) above, we will be treated as having met this requirement.

To monitor compliance with the share ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our shares pursuant to which the record holders must disclose the actual owners of the shares (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If you fail or refuse to comply with the demands, you will be required by Treasury regulations to submit a statement with your tax return disclosing your actual ownership of our shares and other information.

In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. We intend to adopt December 31 as our year-end, and thereby satisfy this requirement.

If we are a partner in an entity that is treated as a partnership for U.S. federal income tax purposes, Treasury regulations provide that we are deemed to own our proportionate share of the partnership's assets, and to earn our proportionate share of the partnership's income, for purposes of the asset and gross income tests applicable to REITs. Our proportionate share of a partnership's assets and income is based on our capital interest in the partnership (except that for purposes of the 10% value test, described below, our proportionate share of the partnership's assets is based on our proportionate interest in the equity and certain debt securities issued by the partnership). In addition, the assets and gross income of the partnership are deemed to retain the same character in our hands. Thus, our proportionate share of the assets and income of any of our subsidiary partnerships will be treated as our assets and items of income for purposes of applying the REIT requirements.

If we become a limited partner or non-managing member in any partnership or limited liability company and such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take otherwise corrective action on a timely basis. In that case, we could fail to qualify to be taxed as a REIT unless we were entitled to relief, as described below.

If we own a corporate subsidiary that is a "qualified REIT subsidiary," that subsidiary is generally disregarded as a separate entity for U.S. federal income tax purposes, and all of the subsidiary's assets, liabilities and items of income, deduction and credit are treated as our assets, liabilities and items of income, deduction and credit, including for purposes of the gross income and asset tests applicable to REITs. A qualified REIT subsidiary is any corporation, other than a TRS (as described below), that is directly or indirectly wholly owned by a REIT. Other entities that are wholly owned by us, including single member limited liability companies that have not elected to be taxed as corporations for U.S. federal income tax purposes, are also generally disregarded as separate entities for U.S. federal income tax purposes, including for purposes of the REIT income and asset tests. Disregarded subsidiaries, along with any partnerships in which we hold an equity interest, are sometimes referred to herein as "pass-through subsidiaries."

In the event that a disregarded subsidiary of ours ceases to be wholly owned — for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of ours — the subsidiary's separate existence would no longer be disregarded for U.S. federal income tax purposes. Instead, the subsidiary would have multiple owners and would be treated as a either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirements the REITs generally may not own, directly or indirectly, more than 10% of the securities of another corporation. Please refer to "— Asset Tests" and "— Income Tests."

In general, we may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat such subsidiary corporation as a TRS. We generally may not own more than 10% of the securities of a taxable corporation, as measured by voting power or value, unless we and such corporation elect to treat such corporation as a TRS. The separate existence of a TRS or other taxable corporation is not ignored for U.S. federal income tax purposes. Accordingly, a TRS or other taxable subsidiary corporation generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate and may reduce our ability to make distributions to our shareholders.

We are not treated as holding the assets of a TRS or other taxable subsidiary corporation or as receiving any income that the subsidiary earns. Rather, the shares issued by a taxable subsidiary corporation to us is an asset in our hands, and we treat the dividends paid to us from such taxable subsidiary corporation, if any, as income. This treatment can affect our income and asset test calculations, as described below. Because we do not include the assets and income of TRSs or other taxable subsidiary corporations on a look-through basis in determining our compliance with the REIT requirements, we may use such entities to undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. For example, we may use TRSs or other taxable subsidiary corporations to perform services or conduct activities that give rise to certain categories of income or to conduct activities that, if conducted by us directly, would be treated in our hands as prohibited transactions.

The TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. Further, the rules impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an arm's-length basis. We intend that all of our transactions with our TRS, if any, will be conducted on an arm's-length basis.

In order to qualify to be taxed as a REIT, we must satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property in "prohibited transactions," discharge of indebtedness and certain hedging transactions, generally must be derived from "rents from real property," gains from the sale of real estate assets, interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities), dividends received from other REITs, and specified income from temporary investments. Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions, discharge of indebtedness and certain hedging transactions, must be derived from some combination of income that qualifies under the 75% gross income test described above, as well as other dividends, interest, and gain from the sale or disposition of equity or securities, which need not have any relation to real property. Income and gain from certain hedging transactions will be excluded from both the numerator and the denominator for purposes of both the 75% and 95% gross income tests.

Rents we receive from a tenant will qualify as "rents from real property" for the purpose of satisfying the gross income requirements for a REIT described above only if all of the conditions described below are met.

Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test (as described above) to the extent that the obligation upon which such interest is paid is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and other property, and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we acquired or originated the mortgage loan, the interest income will be apportioned between the real property and the other collateral, and our income from the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property. Even if a loan is not secured by real property, or is undersecured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test. For these purposes, the term "interest" generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "interest" solely by reason of being based on a fixed percentage or percentages of receipts or sales.

We may directly or indirectly receive distributions from TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are treated as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not for purposes of the 75% gross income test. Any dividends that we receive from another REIT, however, will be qualifying income for purposes of both the 95% and 75% gross income tests.

Any fee income that we earn will generally not be qualifying income for purposes of either gross income test. Any fees earned by a TRS, however, will not be included for purposes of our gross income tests.

Any income or gain that we or our pass-through subsidiaries derive from instruments that hedge certain risks, such as the risk of changes in interest rates, will be excluded from gross income for purposes of both the 75% and 95% gross income tests, provided that specified requirements are met, including the requirement that the instrument is entered into during the ordinary course of our business, the instrument hedges risks associated with indebtedness issued by us or our pass-through subsidiary that is incurred or to be incurred to acquire or carry "real estate assets" (as described below under "— Asset Tests"), and the instrument is properly identified as a hedge along with the risk that it hedges within prescribed time periods. Certain items of income or gain attributable to hedges of foreign currency

fluctuations with respect to income that satisfies the REIT gross income requirements may also be excluded from the 95% and 75% gross income tests. Most likely, income and gain from all other hedging transactions will not be qualifying income for either the 95% or 75% gross income test.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may still qualify to be taxed as a REIT for such year if we are entitled to relief under applicable provisions of the Code. These relief provisions will be generally available if (i) our failure to meet these tests was due to reasonable cause and not due to willful neglect and (ii) following our identification of the failure to meet the 75% or 95% gross income test for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury regulations, which have not yet been issued. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances, we will not qualify to be taxed as a REIT. Even if these relief provisions apply, and we retain our status as a REIT, the Code imposes a tax based upon the amount by which we fail to satisfy the particular gross income test.

At the close of each calendar quarter, we must also satisfy four tests relating to the nature of our assets. First, at least 75% of the value of our total assets must be represented by some combination of "real estate assets," cash, cash items, U.S. government securities, and, under some circumstances, debt or equity instruments purchased with new capital. For this purpose, real estate assets include interests in real property and shares of other corporations that qualify as REITs, as well as some kinds of mortgage-backed securities and mortgage loans. Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.

Second, the value of any one issuer's securities that we own may not exceed 5% of the value of our total assets.

Third, we may not own more than 10% of any one issuer's outstanding securities, as measured by either voting power or value. The 5% and 10% asset tests do not apply to securities of TRSs and qualified REIT subsidiaries and the 10% asset test does not apply to "straight debt" having specified characteristics and to certain other securities described below. Solely for purposes of the 10% asset test, the determination of our interest in the assets of a partnership or limited liability company in which we own an interest will be based on our proportionate interest in any securities issued by the partnership or limited liability company, excluding for this purpose certain securities described in the Code.

Fourth, the aggregate value of all securities of TRSs that we hold, together with other non-qualified assets (such as furniture and equipment or other tangible personal property, or non-real estate securities) may not, in the aggregate, exceed 25% of the value of our total assets.

Notwithstanding the general rule, as noted above, that for purposes of the REIT income and asset tests we are treated as owning our proportionate share of the underlying assets of a subsidiary partnership, if we hold indebtedness issued by a partnership, the indebtedness will be subject to, and may cause a violation of, the asset tests unless the indebtedness is a qualifying mortgage asset or other conditions are met. Similarly, although shares of another REIT are qualifying assets for purposes of the REIT asset tests, any non-mortgage debt that is issued by another REIT may not so qualify (although such debt will not be treated as "securities" for purposes of the 10% asset test, as explained below).

Certain securities will not cause a violation of the 10% asset test described above. Such securities include instruments that constitute "straight debt," which term generally excludes, among other things, securities having contingency features. A security does not qualify as "straight debt" where a REIT (or a controlled TRS of the REIT) owns other securities of the same issuer which do not qualify as straight debt, unless the value of those other securities constitute, in the aggregate, 1% or less of the total value of that issuer's outstanding securities. In addition to straight debt, the Code provides that certain other securities will not violate the 10% asset test. Such securities include (i) any loan made to an individual or an estate, (ii) certain rental agreements pursuant to which one or more payments are to be made in subsequent years (other than agreements between a REIT and certain persons related to the REIT under attribution rules), (iii) any obligation to pay rents from real property, (iv) securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments made by) a non-governmental entity, (v) any security (including debt securities) issued by another REIT and (vi) any debt instrument issued by a partnership if the

partnership's income is of a nature that it would satisfy the 75% gross income test described above under "— Income Tests." In applying the 10% asset test, a debt security issued by a partnership is not taken into account to the extent, if any, of the REIT's proportionate interest in the equity and certain debt securities issued by that partnership.

No independent appraisals have been obtained to support our conclusions as to the value of our total assets or the value of any particular security or securities. Moreover, the values of some assets may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.

However, certain relief provisions are available to allow REITs to satisfy the asset requirements or to maintain REIT qualification notwithstanding certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter such a failure would not cause us to lose our REIT qualification if we (i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy between the value of our assets and the asset requirements was not wholly or partially caused by an acquisition of non-qualifying assets, but instead arose from changes in the relative market values of our assets. If the condition described in (ii) were not satisfied, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described above.

In the case of de minimis violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of such requirements if (i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT's total assets and $10,000,000 and (ii) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise satisfied within that time frame.

Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset requirements to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the failure is due to reasonable cause and not willful neglect, (iii) the REIT pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate (currently 35%) and (iv) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.

In order to qualify to be taxed as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders in an amount at least equal to: (i) the sum of (a) 90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and (b) 90% of our after tax net income, if any, from foreclosure property (as described below); minus (ii) the excess of the sum of specified items of non-cash income over 5% of our REIT taxable income, computed without regard to our net capital gain and the deduction for dividends paid.

We generally must make these distributions in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such declaration. These distributions will be treated as received by our shareholders in the year in which paid. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be "preferential dividends." A dividend is not a preferential dividend if the distribution is (i) pro rata among all outstanding shares of equity within a particular class and (ii) in accordance with any preferences among different classes of equity as set forth in our organizational documents.

To the extent that we distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax at ordinary corporate tax rates on the retained portion. We may elect to retain, rather than distribute, some or all of our net long-term capital gains and pay tax on such gains. In this case, we could elect for our shareholders to include their proportionate shares of such undistributed long-term capital gains in income, and to receive a corresponding credit for their share of the tax that we paid. Our shareholders would then increase the adjusted basis of their shares by the difference between (i) the amounts of capital gain dividends that we designated

and that they include in their taxable income, minus (ii) the tax that we paid on their behalf with respect to that income.

To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the tax treatment to our shareholders of any distributions that are actually made. Please refer to "— Taxation of Shareholders — Taxation of Taxable U.S. Shareholders — Distributions."

If we fail to distribute during each calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed net taxable income from prior periods, we will be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed, plus (b) the amounts of income we retained and on which we have paid corporate income tax.

We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets, or for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends through the distribution of other property (including our shares) in order to meet the distribution requirements, while preserving our cash.

If our taxable income for a particular year is subsequently determined to have been understated, we may be able to rectify a resultant failure to meet the distribution requirements for a year by paying "deficiency dividends" to shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be able to avoid losing REIT qualification or being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described above. We will be required to pay interest based on the amount of any deduction taken for deficiency dividends.

For purposes of the 90% distribution requirement and excise tax described above, any dividend that we declare in October, November or December of any year and that is payable to a shareholder of record on a specified date in any such month will be treated as both paid by us and received by the shareholder on December 31 of such year, provided that we actually pay the dividend before the end of January of the following calendar year.

Net income that we derive from a prohibited transaction is subject to a 100% tax. The term "prohibited transaction" generally includes a sale or other disposition of property (other than foreclosure property, as discussed below) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business. We intend to conduct our operations so that no asset that we own (or are treated as owning) will be treated as, or having been, held as inventory or for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business. Whether property is held as inventory or "primarily for sale to customers in the ordinary course of a trade or business" depends on the particular facts and circumstances. No assurance can be given that any property that we sell will not be treated as inventory or property held for sale to customers, or that we can comply with certain safe-harbor provisions of the Code that would prevent such treatment. The 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our activities to avoid prohibited transaction characterization.

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transactions.

We may enter into hedging transactions with respect to interest rate exposure on one or more of our assets or liabilities. Any such hedging transactions could take a variety of forms, including the use of derivative instruments such as interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, and options. Except to the extent provided by Treasury regulations, any income from a hedging transaction we enter into (i) in the normal course of our business primarily to manage risk of interest rate changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, which is clearly identified as specified in Treasury regulations before the close of the day on which it was acquired, originated, or entered into, including gain from the sale or disposition of a position in such a transaction and (ii) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests which is clearly identified as such before the close of the day on which it was acquired, originated, or entered into, will not constitute gross income for purposes of the 75% or 95% gross income test. To the extent that we enter into hedging transactions that are not described in the preceding clauses (i) or (ii), the income from these transactions is likely to be treated as non-qualifying income for purposes of both the 75% and 95% gross income tests. Moreover, to the extent that a position in a hedging transaction has positive value at any particular point in time, it may be treated as an asset that does not qualify for purposes of the REIT asset tests. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT. We may conduct some or all of our hedging activities (including hedging activities relating to currency risk) through a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. No assurance can be given, however, that our hedging activities will not give rise to income or assets that do not qualify for purposes of the REIT tests, or that our hedging activities will not adversely affect our ability to satisfy the REIT qualification requirements.

Foreclosure property is real property and any personal property incident to such real property (i) that we acquire as the result of having bid in the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after a default (or upon imminent default) on a lease of the property or a mortgage loan held by us and secured by the property, (ii) for which we acquired the related loan or lease at a time when default was not imminent or anticipated and (iii) with respect to which we made a proper election to treat the property as foreclosure property. We generally will be subject to tax at the maximum corporate rate (currently 35%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property. We do not anticipate receiving any income from foreclosure property that does not qualify for purposes of the 75% gross income test.

Any re-determined rents, re-determined deductions or excess interest we generate will be subject to a 100% penalty tax. In general, re-determined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a TRS, and re-determined deductions and excess interest represent any amounts that are deducted by a TRS for amounts paid to us that are in excess of the amounts that would have been deducted based on arm's-length negotiations or if the interest payments were at a commercially reasonable rate. Rents that we receive will not constitute re-determined rents if they qualify for certain safe harbor provisions contained in the Code.

If we fail to satisfy one or more requirements for REIT qualification other than the income or asset tests, we could avoid disqualification as a REIT if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. Relief provisions are also available for failures of the income tests and asset tests, as described above in "— Income Tests" and "— Asset Tests."

If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we would be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We cannot deduct distributions to shareholders in any year in which we are not a REIT, nor would we

be required to make distributions in such a year. In this situation, to the extent of current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), distributions to shareholders would be taxable as regular corporate dividends. Such dividends paid to U.S. shareholders that are individuals, trusts and estates may be taxable at the preferential income tax rates (i.e., the 20% maximum U.S. federal rate) for qualified dividends. In addition, subject to the limitations of the Code, corporate distributes may be eligible for the dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which we lost our qualification. It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.

The following is a summary of certain U.S. federal income tax consequences of the ownership and disposition of our shares applicable to taxable U.S. shareholders. A "U.S. shareholder" is any holder of our common shares that is, for U.S. federal income tax purposes:

If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds our common equity, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the acquisition, ownership and disposition of our common shares.

So long as we qualify to be taxed as a REIT, the distributions that we make to our taxable U.S. shareholders out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) that we do not designate as capital gain dividends will generally be taken into account by such shareholders as ordinary income and will not be eligible for the dividends received deduction for corporations. With limited exceptions, our dividends are not eligible for taxation at the preferential income tax rates (i.e., the 20% maximum U.S. federal income tax rate) for qualified dividends received by most U.S. shareholders that are individuals, trusts and estates from taxable C corporations. Such shareholders, however, are taxed at the preferential rates on dividends designated by and received from REITs to the extent that the dividends are attributable to:

Distributions that we designate as capital gain dividends will generally be taxed to our U.S. shareholders as long-term capital gains, to the extent that such distributions do not exceed our actual net capital gain for the taxable year, without regard to the period for which the shareholder that receives such distribution has held its shares. We may elect to retain and pay taxes on some or all of our net long-term capital gains, in which case we may elect to apply provisions of the Code that treat our U.S. shareholders as having received, solely for tax purposes, our undistributed capital gains, and the shareholders as receiving a corresponding credit for taxes that we paid on such undistributed capital gains. Please refer to "Taxation of WPG — Annual Distribution Requirements." Corporate shareholders may

be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at maximum U.S. federal rates of 20% in the case of U.S. shareholders that are individuals, trusts and estates, and 35% in the case of U.S. shareholders that are corporations. Capital gains attributable to the sale of depreciable real property held for more than twelve months are subject to a 25% maximum U.S. federal income tax rate for taxpayers who are taxed as individuals, to the extent of certain previously claimed depreciation deductions.

Distributions in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally represent a return of capital and will not be taxable to a shareholder to the extent that the amount of such distributions does not exceed the adjusted basis of the shareholder's shares in respect of which the distributions were made. Rather, the distribution will reduce the adjusted basis of the shareholder's shares. To the extent that such distributions exceed the adjusted basis of a shareholder's shares, the shareholder generally must include such distributions in income as long-term capital gain if the shares have been held for more than one year, or short-term capital gain if the shares have been held for one year or less. In addition, any dividend that we declare in October, November or December of any year and that is payable to a shareholder of record on a specified date in any such month will be treated as both paid by us and received by the shareholder on December 31 of such year, provided that we actually pay the dividend before the end of January of the following calendar year.

To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Please refer to "Taxation of WPG — Annual Distribution Requirements." Such losses, however, are not passed through to shareholders and do not offset income of shareholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of shareholders to the extent that we have current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).

If a U.S. shareholder sells or disposes of our shares, it will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the shareholder's adjusted tax basis in the shares. In general, capital gains recognized by individuals, trusts and estates upon the sale or disposition of our shares will be subject to a maximum U.S. federal income tax rate of 20% if the shares are held for more than one year, and will be taxed at ordinary income rates (of up to 39.6%) if the shares are held for one year or less. Gains recognized by shareholders that are corporations are subject to U.S. federal income tax at a maximum rate of 35%, whether or not such gains are classified as long-term capital gains. Capital losses recognized by a U.S. shareholder upon the disposition of our shares that were held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the shareholder but not ordinary income (except in the case of individuals, who may also offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of our shares by a U.S. shareholder who has held the shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of actual or deemed distributions that we make that are required to be treated by the shareholder as long-term capital gain.

If a U.S. shareholder recognizes a loss upon a subsequent disposition of our shares or other securities in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving "reportable transactions" could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These regulations, though directed towards "tax shelters," are broadly written and apply to transactions that would not typically be considered tax shelters. The Code imposes significant penalties for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of our shares or securities or transactions that we might undertake directly or indirectly. Moreover, you should be aware that we and other participants in the transactions in which we are involved (including their advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Distributions that we make and gains arising from the sale or exchange by a U.S. shareholder of our shares will not be treated as passive activity income. As a result, shareholder will not be able to apply any "passive losses" against income or gain relating to our shares. To the extent that distributions we make do not constitute a return of capital, they will be treated as investment income for purposes of computing the investment interest limitation.

The following is a summary of certain U.S. federal income and estate tax consequences of the ownership and disposition of our shares applicable to non-U.S. shareholders. A "non-U.S. shareholder" is any holder of our common equity other than a partnership or U.S. shareholder.

The portion of dividends received by non-U.S. shareholders that (i) is payable out of our earnings and profits, (ii) is not attributable to capital gains that we recognize and (iii) is not effectively connected with a U.S. trade or business of the non-U.S. shareholder, will be subject to U.S. withholding tax at the rate of 30%, unless reduced or eliminated by an applicable income tax treaty.

In general, non-U.S. shareholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our shares. In cases where the dividend income from a non-U.S. shareholder's investment in our shares is, or is treated as, effectively connected with the non-U.S. shareholder's conduct of a U.S. trade or business, the non-U.S. shareholder generally will be subject to U.S. federal income tax at graduated rates, in the same manner as U.S. shareholders are taxed with respect to such dividends. Such effectively connected income must generally be reported on a U.S. income tax return filed by or on behalf of the non-U.S. shareholder. The income may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by an applicable income tax treaty) in the case of a non-U.S. shareholder that is a corporation.

Unless our shares constitute a U.S. real property interest ("USRPI"), distributions that we make which are not dividends out of our earnings and profits will not be subject to U.S. income tax. If we cannot determine at the time a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. The non-U.S. shareholder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If our shares constitute a USRPI, as described below, distributions that we make in excess of the sum of (i) the shareholder's proportionate share of our earnings and profits, plus (ii) the shareholder's basis in its stock, will be taxed under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. shareholder of the same type (e.g., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a withholding at a rate of 10% of the amount by which the distribution exceeds the shareholder's share of our earnings and profits.

Under FIRPTA, a distribution that we make to a non-U.S. shareholder, to the extent attributable to gains from dispositions of USRPIs that we held directly or through pass-through subsidiaries, or USPRI capital gains, will, except as described below, be considered effectively connected with a U.S. trade or business of the non-U.S. shareholder and will be subject to U.S. income tax at the rates applicable to U.S. individuals or corporations, without regard to whether we designate the distribution as a capital gain dividend. Please refer to above under "— Ordinary Dividends," for a discussion of the consequences of income that is effectively connected with a U.S. trade or business. In addition, we will be required to withhold tax equal to 35% of the maximum amount that could have been designated as USRPI capital gain dividends. Distributions subject to FIRPTA may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by an applicable income tax treaty) in the hands of a non-U.S. shareholder that is a corporation. A distribution is not attributable to USRPI capital gain if we held an interest in the underlying asset solely as a creditor. Capital gain dividends received by a non-U.S. shareholder that are attributable to dispositions of our assets other than USRPIs are not subject to U.S. federal income or withholding tax, unless (i) the gain is effectively connected with the non-U.S. shareholder's U.S. trade or business, in which case the non-U.S. shareholder would be subject to the same treatment as U.S. shareholders with respect to such gain, except that a non-U.S. shareholder that is a corporation may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by an applicable income tax treaty), or (ii) the non-U.S. shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a "tax home" in the United States, in which case the non-U.S. shareholder will incur a 30% tax on his capital gains. We expect that a significant portion of our assets will be USRPIs.

A capital gain dividend that would otherwise have been treated as a USRPI capital gain will not be so treated or be subject to FIRPTA, and generally will not be treated as income that is effectively connected with a U.S. trade or business, and instead will be treated in the same manner as an ordinary dividend (please refer to — "Ordinary Dividends"), if (i) the capital gain dividend is received with respect to a class of stock that is regularly traded on an established securities market located in the United States and (ii) the recipient non-U.S. shareholder does not own more than 5% of that class of stock at any time during the year ending on the date on which the capital gain dividend is received. We anticipate that our common shares will be "regularly traded" on an established securities exchange.

Unless our shares constitute a USRPI, a sale of our shares by a non-U.S. shareholder generally will not be subject to U.S. taxation under FIRPTA. Subject to certain exceptions discussed below, our shares will be treated as a USRPI if 50% or more of our assets throughout a prescribed testing period consist of interests in real property located within the United States, excluding, for this purpose, interests in real property solely in a capacity as a creditor. We expect that 50% or more of our assets will consist of USRPIs.

Even if the foregoing 50% test is met, however, our shares will not constitute a USRPI if we are a "domestically controlled qualified investment entity." A domestically controlled qualified investment entity includes a REIT, less than 50% of value of which is held, directly or indirectly, by non-U.S. shareholders at all times during a specified testing period. As described above, our articles contains restrictions designed to protect our status as a "domestically controlled qualified investment entity," and we believe that we will be and will remain a domestically controlled qualified investment entity, and that a sale of our shares should not be subject to taxation under FIRPTA. However, no assurance can be given that we will be or will remain a domestically controlled qualified investment entity.

In the event that we are not a domestically controlled qualified investment entity, but our shares are "regularly traded," as defined by applicable Treasury regulations, on an established securities market, a non-U.S. shareholder's sale of our common equity nonetheless also would not be subject to tax under FIRPTA as a sale of a USRPI, provided that the selling non-U.S. shareholder held 5% or less of our outstanding common equity at any time during a prescribed testing period. We expect that our common equity will be regularly traded on an established securities market.

If gain on the sale of our shares were subject to taxation under FIRPTA, the non-U.S. shareholder would be required to file a U.S. federal income tax return and would be subject to the same treatment as a U.S. shareholder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of non-resident alien individuals. Moreover, in order to enforce the collection of the tax, the purchaser of the shares could be required to withhold 10% of the purchase price and remit such amount to the IRS.

Gain from the sale of our shares that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a non-U.S. shareholder in two cases: (i) if the non-U.S. shareholder's investment in our shares is effectively connected with a U.S. trade or business conducted by such non-U.S. shareholder, the non-U.S. shareholder will be subject to the same treatment as a U.S. shareholder with respect to such gain, except that a non-U.S. shareholder that is a corporation may also be subject to a branch profits tax at a rate of 30% (unless reduced or eliminated by an applicable income tax treaty), or (ii) if the non-U.S. shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a "tax home" in the United States, the nonresident alien individual will be subject to a 30% tax on the individual's capital gain. In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our shares (subject to the 5% exception applicable to "regularly traded" shares described above), a non-U.S. shareholder may be treated as having gain from the sale or exchange of a USRPI if the non-U.S. shareholder (a) disposes of our common equity within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (b) acquires, or enters into a contract or option to acquire, other shares of our common equity within 30 days after such ex-dividend date.

Non-U.S. shareholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of owning our shares.

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they may be subject to taxation on their

unrelated business taxable income ("UBTI"). While some investments in real estate may generate UBTI, the IRS has ruled that dividend distributions from a REIT to a tax-exempt entity do not constitute UBTI. Based on that ruling, and provided that (i) a tax-exempt shareholder has not held our shares as "debt financed property" within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the tax-exempt shareholder) and (ii) our shares are not otherwise used in an unrelated trade or business, distributions that we make and income from the sale of our shares generally should not give rise to UBTI to a tax-exempt shareholder.

Tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code are subject to different UBTI rules, which generally require such shareholders to characterize distributions that we make as UBTI.

In certain circumstances, a pension trust that owns more than 10% of our shares could be required to treat a percentage of any dividends received from us as UBTI if we are a "pension-held REIT." We will not be a pension-held REIT unless (i) we are required to "look through" one or more of our pension trust shareholders in order to satisfy the REIT "closely-held" test and (ii) either (a) one pension trust owns more than 25% of the value of our shares or (b) one or more pension trusts, each individually holding more than 10% of the value of our shares, collectively own more than 50% of the value of our shares. Certain restrictions on ownership and transfer of our shares generally should prevent a tax-exempt entity from owning more than 10% of the value of our shares and generally should prevent us from becoming a pension-held REIT.

Tax-exempt shareholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of owning our shares.

The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations. Changes to the U.S. federal tax laws and interpretations thereof could adversely affect an investment in our common equity.

For taxable years beginning after December 31, 2012, certain U.S. shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends and certain other investment income, including capital gains from the sale or other disposition of our common equity.

Legislation enacted in 2010 and Treasury regulations and other official guidance issued thereunder will require, after June 30, 2014, withholding at a rate of 30% on dividends in respect of, and, after December 31, 2016, on gross proceeds from the sale of, our common equity held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to accounts and shares in the institution held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance may modify these requirements. Accordingly, the entity through which our common equity is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common equity held by an investor that is a non-financial non-U.S. entity which does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any "substantial United States owners" or (ii) provides certain information regarding the entity's "substantial United States owners," which we will in turn provide to the Secretary of the Treasury. We will not pay any additional amounts to shareholders in respect of any amounts withheld. Non-U.S. shareholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in our common equity.

We and our subsidiaries and shareholders may be subject to state, local or foreign taxation in various jurisdictions including those in which we or they transact business, own property or reside. Our state, local or foreign tax treatment and that of our shareholders may not conform to the U.S. federal income tax treatment discussed above. Any foreign taxes that we incur do not pass through to shareholders as a credit against their U.S. federal income tax liability. Prospective investors should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment in our shares.

Prior to the separation, there has been no market for our common shares. Therefore, future sales of substantial amounts of our common shares in the public market could adversely affect prevailing market prices.

Upon completion of the separation, we will have common shares outstanding and common shares reserved for issuance upon redemption of common units of WPG L.P. In addition, we will have reserved for issuance to directors, executive officers and other SPG employees who provide services to us under our 2014 Stock Incentive Plan an aggregate of 10,000,000 shares of our common equity that, if and when such shares are issued, may be subject in whole or in part to vesting requirements or the lapsing of restrictions.

The WPG common shares distributed to SPG shareholders will be freely transferable, except for shares received by persons who may be deemed to be WPG "affiliates" under the Securities Act. Persons who may be deemed to be affiliates of WPG after the separation generally include individuals or entities that control, are controlled by or are under common control with WPG and may include directors and certain officers or principal shareholders of WPG. WPG affiliates will be permitted to sell their WPG common shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144.

Pursuant to the partnership agreement of our operating partnership, persons that own the common units will have the right to redeem their units. When a limited partner exercises this right with respect to common units, the partnership must redeem the common units for cash or, at our option, unregistered common shares, on a one-for-one basis subject to the terms and conditions of the partnership agreement. These redemption rights generally may be exercised by the limited partners at any time following the issuance of the common units. Please refer to "Partnership Agreement — Redemption Rights." Any amendment to the partnership agreement that would affect these redemption rights would require our consent as general partner and the consent of all limited partners adversely affected.

Any "restricted" securities under the meaning of Rule 144 of the Securities Act may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including exemptions contained in Rule 144.

In general, under Rule 144 as currently in effect, if six months have elapsed since the date of acquisition of restricted shares from us or any of our affiliates, the holder of such restricted shares can sell such shares; provided that the number of shares sold by such person within any three-month period cannot exceed the greater of 1% of the total number of shares of our common equity then outstanding or the average weekly trading volume of our common equity on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates also are subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

It is expected that, prior to the completion of the separation, WPG will adopt a stock incentive plan, which is described under the heading "—WPG Compensation Programs Following the Separation," above.

The summary of the partnership agreement of Washington Prime Group, L.P. ("WPG L.P.") is qualified in its entirety by reference to the full text of the applicable agreement, which is incorporated by reference into this information statement.

WPG L.P., our operating partnership, will be an Indiana limited partnership. WPG is the sole general partner of this partnership. Upon completion of the separation, we will own, through wholly owned subsidiaries, approximately 83.5% of the partnership interests in our operating partnership, and the remaining approximately 14% will be held by existing limited partners of Simon Property Group L.P.

Pursuant to the partnership agreement of WPG L.P., we, as the sole managing member of the general partner, generally have full and complete power, authority and discretion to take such action for and on behalf of WPG L.P. and in its name as the general partner, in its sole and absolute discretion, deems necessary or appropriate to carry out the purpose for which WPG L.P. was organized, including the ability to cause the partnership to enter into certain major transactions, including acquisitions, developments and dispositions of properties, borrowings and refinancings of existing indebtedness. No limited partner may take part in the operation, management or control of the business of our operating partnership by virtue of being a holder of limited partnership units.

Our subsidiary may not be removed as general partner of the partnership. Upon the bankruptcy or dissolution of the general partner, the general partner shall be deemed to be removed automatically and the limited partners shall decide whether or not to continue the partnership.

The limited partners of our operating partnership have agreed that in the event of a conflict in the fiduciary duties owed (i) by us to our shareholders and (ii) by us, as general partner of our operating partnership, to those limited partners, we may act in the best interests of our shareholders without violating our fiduciary duties to the limited partners of our operating partnership or being liable for any resulting breach of our duties to the limited partners.

General Partner. The partnership agreement provides that we may not transfer our interest as a general partner (including by sale, disposition, merger or consolidation) without the consent of the limited partners.

Limited Partner. The partnership agreement prohibits the sale, assignment, transfer, pledge or disposition of all or any portion of the limited partnership units without our consent, which we may give or withhold in our sole discretion. The partnership agreement contains other restrictions on transfer if, among other things, that transfer (i) would cause us to fail to comply with the REIT rules under the Code or (ii) would cause our operating partnership to become a publicly traded partnership under the Code.

The partnership agreement provides that if the partnership requires additional funds at any time in excess of funds available to the partnership from borrowing or capital contributions, we may borrow such funds from a financial institution or other lender and lend such funds to the partnership. Under the partnership agreement, we will be obligated to contribute the proceeds of any offering of shares as additional capital to our operating partnership.

The partnership agreement provides that we may contribute additional capital to the partnership and receive additional partnership units for such capital contribution. In addition, if we contribute additional capital to the partnership and receive additional partnership units for such capital contribution, the capital accounts of the partners will be adjusted upward or downward to reflect any unrealized gain or loss attributable to our properties as if there were an actual sale of such properties at the fair market value thereof. Limited partners have no preemptive right to make additional capital contributions.

The operating partnership could also issue preferred partnership interests in connection with the acquisitions of property or otherwise. Any such preferred partnership interests have priority over common partnership interests with respect to distributions from the partnership, including the partnership interests that our wholly owned subsidiaries own.

Under the partnership agreement, WPG L.P. will be required to redeem units held by us only when we have redeemed our common shares.

Limited partners will have the right under the partnership agreement to exchange their units for WPG common shares or cash as selected by the general partner.

The partnership agreement requires the partnership to be operated in a manner that enables us to satisfy the requirements for being classified as a REIT, to minimize any excise tax liability imposed by the Code and to ensure that the partnership will not be classified as a "publicly-traded partnership" taxable as a corporation under Section 7704 of the Code.

In addition to the administrative and operating costs and expenses incurred by the partnership, the partnership will pay all of our administrative costs and expenses. These expenses will be treated as expenses of the partnership and will generally include all expenses relating to our continuity of existence, all expenses relating to offerings and registration of securities, all expenses associated with the preparation and filing of any of our periodic reports under federal, state or local laws or regulations, all expenses associated with our compliance with laws, rules and regulations promulgated by any regulatory body and all of our other operating or administrative costs incurred in the ordinary course of its business on behalf of the partnership.

The partnership agreement provides that the partnership will make cash distributions in amounts and at such times as determined by us in our sole discretion, to us and other limited partners in accordance with the respective percentage interests of the partners in the partnership.

Upon liquidation of the partnership, after payment of, or adequate provisions for, debts and obligations of the partnership, including any partner loans, any remaining assets of the partnership will be distributed to us and the other limited partners with positive capital accounts in accordance with the respective positive capital account balances of the partners.

Profits and losses of the partnership (including depreciation and amortization deductions) for each fiscal year generally are allocated to us and the other limited partners in accordance with the respective percentage interests of the partners in the partnership. All of the foregoing allocations are subject to compliance with the provisions of Sections 704(b) and 704(c) of the Code and Treasury Regulations promulgated thereunder.

The provisions of the Partnership Agreement may not be amended, modified or supplemented without the written consent of the limited partners, subject to certain exceptions.

The partnership agreement of our operating partnership provides that neither the general partner nor any of its directors and officers will be liable to the partnership or to any of its partners as a result of errors in judgment or mistakes of fact or law or of any act or omission, if the general partner acted in good faith.

In addition, the partnership agreement requires our operating partnership to indemnify and hold the general partner and its directors, officers, affiliates and stockholders, harmless from and against any and all claims arising from operations of our operating partnership in which any such indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that the general partner, or such indemnitee, was guilty of fraud, willful misconduct or gross negligence.

No indemnitee may subject any partner of our operating partnership to personal liability with respect to this indemnification obligation as this indemnification obligation will be satisfied solely out of the assets of the partnership.

The partnership shall continue until December 31, 2096, unless dissolved upon (i) the general partner's bankruptcy or dissolution or withdrawal (unless the limited partners elect to continue the partnership), (ii) the sale or other disposition of all or substantially all of the assets of the partnership, (iii) an election by us in our capacity as the sole owner of the general partner or (iv) dissolution required by operation of law.

WPG has filed a registration statement on Form 10 with the SEC with respect to the WPG common shares being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to WPG and its common shares, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC's public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 as well as on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement.

As a result of the distribution, WPG will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC.

WPG intends to furnish holders of its common shares with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which this information statement has referred you. WPG has not authorized any person to provide you with different information or to make any representation not contained in this information statement.

We have audited the accompanying balance sheet of Washington Prime Group Inc. as of December 31, 2013. The balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on the balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Washington Prime Group Inc. at December 31, 2013 in conformity with U.S. generally accepted accounting principles.

Washington Prime Group Inc. ("WPG" or the "Company") was incorporated as an Indiana corporation on December 13, 2013 (capitalized on December 17, 2013), for purposes of holding the strip center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") after such businesses are distributed to the shareholders of SPG. The Company has no material assets or any operations. The Company's sole shareholder is SPG, a self-administered and self-managed, publicly registered, real estate trust, formed in Delaware and headquartered in Indianapolis, Indiana.

The Company's balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate Statements of Operations, Changes in Shareholder's Equity and of Cash Flows have not been presented because this entity has had no activity.

The Company has been capitalized with the issuance of 100 shares of common stock ($0.0001 par value per share) for a total of $1,000.

We have audited the accompanying combined balance sheets of SPG Businesses as of December 31, 2013 and 2012, and the related combined statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audit also included the combined financial statement schedule listed in the Index to Financial Statements on Page F-1. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of SPG Businesses at December 31, 2013 and 2012, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

	December 31, 2013		December 31, 2012

ASSETS:
Investment properties at cost	$	4,789,705	$	4,724,829
Less — accumulated depreciation		1,974,949		1,832,035

		2,814,756		2,892,794
Cash and cash equivalents		25,857		30,986
Tenant receivables and accrued revenue, net		61,121		60,221
Investment in unconsolidated entities, at equity		3,554		3,775
Deferred costs and other assets		97,370		106,185

Total assets	$	3,002,658	$	3,093,961

LIABILITIES:
Mortgages	$	918,614	$	926,159
Accounts payable, accrued expenses, intangibles, and deferred revenues		151,011		159,717
Cash distributions and losses in partnerships and joint ventures, at equity		41,313		38,602
Other liabilities		7,195		14,627

Total liabilities		1,118,133		1,139,105

EQUITY:
SPG Equity		1,883,680		1,953,875
Noncontrolling interests		845		981

Total equity		1,884,525		1,954,856

Total liabilities and equity	$	3,002,658	$	3,093,961

	For the Year Ended December 31,

	2013			2012			2011
REVENUE:
Minimum rent	$	426,039		$	421,957		$	389,280
Overage rent		8,715			8,113			5,908
Tenant reimbursements		184,742			182,974			173,589
Other income		6,793			10,883			9,201

Total revenue		626,289			623,927			577,978

EXPENSES:
Property operating		104,089			106,241			98,681
Depreciation and amortization		182,828			189,187			155,514
Real estate taxes		76,216			76,361			71,157
Repairs and maintenance		22,584			22,208			22,861
Advertising and promotion		8,316			8,981			8,824
Provision for credit losses		572			1,904			901
Other		4,664			4,674			4,554

Total operating expenses		399,269			409,556			362,492

OPERATING INCOME		227,020			214,371			215,486
Interest expense		(55,058	)		(58,844	)		(55,326	)
Income and other taxes		(196	)		(165	)		(157	)
Income (loss) from unconsolidated entities		1,416			1,028			(143	)
Gain on sale of interests in properties		14,152			—			—

NET INCOME		187,334			156,390			159,860
Net income attributable to noncontrolling interests		213			259			344

NET INCOME ATTRIBUTABLE TO SPG	$	187,121		$	156,131		$	159,516

	For the Year Ended December 31,

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	187,334		$	156,390		$	159,860
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization		184,467			189,715			156,289
Gain on sale of interests in properties		(14,152	)		—			—
Provision for credit losses		572			1,904			901
Straight-line rent		(194	)		(655	)		(182	)
Equity in (income) loss of unconsolidated entities		(1,416	)		(1,028	)		143
Distributions of income from unconsolidated entities		2,110			2,558			129
Changes in assets and liabilities —
Tenant receivables and accrued revenue, net		(1,278	)		938			(4,508	)
Deferred costs and other assets		(8,887	)		(13,512	)		(14,378	)
Acounts payable, accrued expenses, intangibles, deferred revenues and other liabilities		(12,122	)		14,393			599

Net cash provided by operating activities		336,434			350,703			298,853

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net		(93,292	)		(67,841	)		(83,107	)
Investments in unconsolidated entities		(2,975	)		(5,109	)		(1,434	)
Distributions of capital from unconsolidated entities		3,659			1,399			2,093

Net cash used in investing activities		(92,608	)		(71,551	)		(82,448	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in SPG investment, net		(241,430	)		(169,651	)		65,161
Distributions to noncontrolling interest holders in properties		(349	)		(179	)		(245	)
Proceeds from issuance of debt, net of transaction costs		15,860			57,866			145,784
Repayments of debt		(23,036	)		(158,813	)		(424,192	)

Net cash used in financing activities		(248,955	)		(270,777	)		(213,492	)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(5,129	)		8,375			2,913
CASH AND CASH EQUIVALENTS, beginning of period		30,986			22,611			19,698

CASH AND CASH EQUIVALENTS, end of period	$	25,857		$	30,986		$	22,611

	SPG Equity			Noncontrolling Interests			Total Equity

Balance at December 31, 2010	$	1,618,505		$	1,435		$	1,619,940
Net Income		159,516			344			159,860
Distributions to noncontrolling interest holders in properties		—			(878	)		(878	)
Contributions from SPG, net		173,645			—			173,645

Balance at December 31, 2011	$	1,951,666		$	901		$	1,952,567

Net Income		156,131			259			156,390
Distributions to noncontrolling interest holders in properties and other		—			(179	)		(179	)
Distributions to SPG, net		(153,922	)		—			(153,922	)

Balance at December 31, 2012	$	1,953,875		$	981		$	1,954,856

Net Income		187,121			213			187,334
Distributions to noncontrolling interest holders in properties		—			(349	)		(349	)
Distributions to SPG, net		(257,316	)		—			(257,316	)

Balance at December 31, 2013	$	1,883,680		$	845		$	1,884,525

Washington Prime Group Inc. ("WPG") is a newly formed Indiana corporation that was created to hold the strip center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") and its subsidiaries. WPG is currently a wholly owned subsidiary of SPG. Prior to or concurrently with the separation, SPG will engage in certain formation transactions that are designed to consolidate the ownership of its interests in 98 properties ("SPG Businesses") and distribute such interests to WPG and its operating partnership, Washington Prime Group, L.P. ("WPG L.P."). Pursuant to the separation agreement, SPG will distribute 100% of the common shares of WPG on a pro rata basis to SPG's shareholders as of the record date. Unless the context otherwise requires, references to "we", "us" and "our" refer to SPG Businesses after giving effect to the transfer of assets and liabilities from SPG. In addition, SPG Businesses are currently operated as subsidiaries of SPG, which operates as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. WPG is expected to operate as a REIT subsequent to the separation and distribution. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income.

At the time of the separation and distribution, WPG will own a percentage of the outstanding common units of WPG L.P. that is equal to the percentage of outstanding common units of Simon Property Group, L.P. owned by Simon Property Group, Inc., with the remaining common units of WPG L.P. being owned by several limited partners who are also limited partners of Simon Property Group, L.P. At the effective time of the distribution, limited partners of Simon Property Group, L.P. will own the same percentage of outstanding common units of WPG L.P. that they own in Simon Property Group, L.P. The common units in WPG L.P. will be redeemable by their holders for cash or, at WPG's option, for WPG common shares on a one-for-one basis. The accompanying combined financial statements reflect Simon Property Group, L.P.'s interests in the SPG Businesses.

To date, we have not conducted any business as a separate company and have no material assets or liabilities. The operations of the business to be transferred to WPG by SPG are presented as if the transferred business was our business for all historical periods described and at the carrying value of such assets and liabilities reflected in SPG's books and records.

WPG will enter into agreements with SPG which will provide for various services to be provided to WPG by SPG, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services will be estimated based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs.

Our assets are expected to consist of interests in 44 malls and 54 strip centers. One of these strip centers was under development at December 31, 2012 and subsequently opened during the third quarter of 2013. In addition to the above properties, the combined historical financial statements include interests in three strip centers held within a joint venture portfolio of properties which were sold during the first quarter of 2013 as well as one additional strip center which was sold by that same joint venture on February 28, 2014. Our ownership interests in these properties are combined under accounting principles generally accepted in the United States of America ("GAAP").

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants' sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable expenditures such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures.

We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor tenant spaces, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space.

The accompanying combined financial statements include the accounts of SPG Businesses presented on a combined basis as the ownership interests are currently under common control and ownership of SPG. All significant intercompany balances and transactions have been eliminated.

Our combined financial statements are derived from the books and records of SPG and were carved-out from SPG at a carrying value reflective of such historical cost in such SPG records. Our historical financial results reflect charges for certain corporate costs and we believe such charges are reasonable; however, such results do not necessarily reflect what our expenses would have been had we been operating as a separate stand-alone public company. These charges are further discussed in Note 9. Costs of the services that were charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us. The historical combined financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone public company during the periods presented or of our future performance as an independent, stand-alone company. For joint venture or mortgaged properties, SPG has a standard management agreement for management, leasing and development activities provided to the properties. Management fees are based upon a percentage of revenues. For any wholly owned property that does not have a management agreement, SPG allocates the proportion of the underlying costs of management, leasing and development, in a manner that is materially consistent with the percentage of revenue-based management fees and/or upon the actual volume of leasing and development activity occurring at the property.

These combined financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2012 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During 2012, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the combined balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of December 31, 2013, the combined financial statements reflect the consolidation of 84 wholly-owned properties and four additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining 11 properties, or the joint venture properties, using the equity method of accounting, as we have determined we have significant influence over their operations. We

manage the day-to-day operations of the joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties.

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits.

We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:

We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years.

We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy or declines in tenant sales. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions

used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held joint venture ownership interests in 11 properties as of December 31, 2013 and 14 properties as of December 31, 2012.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner.

We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:

Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.

Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

Note 6 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3 and 4 include a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment include our estimations of net operating results of the property, capitalization rates and discount rates.

We prepared the accompanying combined financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Presentation of earnings per share information is not applicable as all our common shares, since the date of our formation are owned, directly or indirectly by SPG.

Our primary business is the ownership, development, and management of retail real estate. We have aggregated our retail operations, including malls and strip centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.

Our deferred costs consist primarily of financing fees we incurred in order to obtain long-term financing and internal and external leasing commissions and related costs. We record amortization of deferred financing costs on a straight-line basis over the terms of the respective loans or agreements. Our deferred leasing costs consist of fees charged by SPG for salaries and related benefits in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

We report amortization of deferred financing costs, amortization of premiums, and accretion of discounts as part of interest expense. Amortization of deferred leasing costs is a component of depreciation and amortization

expense. We amortize debt premiums and discounts, which are included in mortgages, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the debt issuance or as part of the purchase price allocation of the fair value of debt assumed in acquisitions. The accompanying combined statements of operations include amortization as follows:

The average life of in-place lease intangibles is approximately 5.3 years, is amortized over the remaining life of the leases of the related property on the straight-line basis and is included with depreciation and amortization in the combined statements of operations. The fair market value of above and below market leases is amortized into revenue over the remaining lease life as a component of reported minimum rents. The weighted average remaining life of these intangibles is approximately 5.1 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the combined balance sheets and was $10.5 million and $13.1 million as of December 31, 2013 and 2012, respectively. The amount of amortization of above and below market leases, net for the years ended December 31, 2013, 2012, and 2011 was $1,324, $658, and $223, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings. Details of intangible assets as of December 31, 2013 are as follows.

Estimated future amortization and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2013 are as follows:

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue minimum rents on a straight-line basis over the terms of their respective leases. A large number of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. As of December 31, 2013 the vast majority of our mall leases receive a fixed payment from the tenant for the CAM component which is recorded as revenue when earned. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.

We record a provision for credit losses based on our judgment of a tenant's creditworthiness, ability to pay and probability of collection. In addition, we also consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Accounts are written off when they are deemed to be no longer collectible. Presented below is the activity in the allowance for credit losses during the following years:

The properties in the combined financial statements are owned directly or indirectly by partnerships, limited liability partnerships or limited liability companies and as a result, the allocated share of income or loss for each period is included in the income tax returns of the partners. Accordingly, no accounting for income taxes is required in the combined financial statements.

SPG Businesses have historically operated under SPG's REIT structure. Subsequent to the transfer of the properties to WPG and the distribution of WPG's common shares to the SPG shareholders, we expect to operate as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of taxable income to its owners and meet certain other asset and income tests as well as other requirements. As a REIT, we would generally not be liable for federal corporate income taxes as long as we continue to distribute in excess of 100% of taxable income. As we operated under SPG's REIT structure, there is no provision for federal income taxes for these entities in the accompanying combined financial statements. If we were to fail to qualify as a REIT, we would be subject to tax at regular corporate rates for the years in which we failed to qualify. If we were to lose REIT status, we could not elect to be taxed as a REIT for four years unless failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We are also subject to certain other taxes, including state and local taxes and franchise taxes which are included in income and other taxes in the combined statements of operations.

Acquisition and disposition activity for the periods presented is highlighted as follows:

On February 21, 2013, SPG increased its economic interest in three unconsolidated strip centers and subsequently disposed of its interests in those properties. These properties were part of a portfolio of interests in properties, the remainder of which is included within those properties expected to be distributed by SPG to WPG. The aggregate gain recognized on this transaction was approximately $14.2 million and is included in Gain on sale of interests in properties in the combined statements of operations.

On March 22, 2012, SPG acquired a controlling interest in Concord Mills Marketplace, a previously unconsolidated property, and recorded its acquisition of the interest using the acquisition method of accounting. Results of operations of this property have been included in the combined results from the date of SPG's acquisition of its 100% interest in this property. Tangible and intangible assets and liabilities were established based on their estimated fair values at the date of acquisition. We amortize these amounts over the estimated life of the related depreciable components of investment property, typically no greater than 35 years, the terms of the applicable leases

and the applicable debt maturity. The table below summarizes our final purchase price allocation to the amounts of assets acquired and liabilities assumed as a result of the acquisition.

On December 31, 2011, SPG and its former joint venture partner dissolved a venture in which SPG had a 50% interest and distributed a portfolio of twelve properties previously held within the venture to SPG and its joint venture partner. As a result, as of the date of the distribution, SPG had a 100% interest in six of the properties previously held by the 50% owned joint venture. Five of these properties will be transferred to us in connection with our separation from SPG and, accordingly, have been included in the combined results from December 31, 2011, the date of SPG's acquisition of its 100% interest in these properties. Accordingly, the wholly owned properties are treated as an acquisition in the Combined Financial Statements from December 31, 2011, the date of SPG's acquisition of its 100% interest in these properties. Prior to the 2011 distribution, the properties are not included in the SPG Businesses Combined Financial Statements as SPG's investment was in the entire joint venture portfolio and as such, SPG did not have a separated interest in each of these properties. Such legal interest in the dissolved joint venture is not being contributed to us.

The distribution resulted in a remeasurement of the distributed assets to estimated fair value. Tangible and intangible assets and liabilities were established based on their estimated fair values at the date of acquisition. We amortize these amounts over the estimated life of the related depreciable components of investment property, typically no greater than 35 years, the terms of the applicable leases and the applicable debt maturity. The table below summarizes our final purchase price allocations to the amounts of assets acquired and liabilities assumed as a result of the acquisitions.

General. At December 31, 2013, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse mortgage loans secured by mortgages encumbering 24 properties, including two separate pools of cross-defaulted and cross- collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross- defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain or these instruments limit the ability of the applicable borrower's parent entity from incurrent mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At December 31, 2013, the applicable borrowers under these non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross- default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

Total mortgage indebtedness was $918.6 million and $926.2 million at December 31, 2013 and 2012, respectively. In October 2013, Concord Mills Marketplace refinanced its $12.2 million, 5.76% fixed rate mortgage maturing February 1, 2014 with a $16.0 million, 4.82% fixed rate mortgage that matures November 1, 2023.

On February 11, 2014, Brunswick Square refinanced its $76.5 million, 5.65% fixed rate mortgage maturing August 11, 2014 with a $77.0 million, 4.796% fixed rate mortgage that matures March 1, 2024.

On March 14, 2014, Muncie Mall entered into a $37.0 million, 4.19% fixed rate mortgage that matures April 1, 2021.

On March 25, 2014, Cottonwood Mall entered into a $105.0 million, 4.82% fixed rate mortgage that matures April 6, 2024.

On March 26, 2014, Westminster Mall entered into a $85.0 million, 4.65% fixed rate mortgage that matures April 1, 2024.

On March 27, 2014, Charlottesville Fashion Square entered into a $50.0 million, 4.54% fixed rate mortgage that matures April 1, 2024.

As further discussed in Note 4, on March 22, 2012, SPG acquired a controlling interest in a previously unconsolidated property and recorded its acquisition of the interest using the acquisition method of accounting. The associated mortgage debt, including the fair value premium, was $13.0 million.

Scheduled principal repayments on indebtedness as of December 31, 2013 are as follows:

Cash paid for interest in each period, net of any amounts capitalized, was as follows:

We estimate the fair values of fixed-rate mortgages using cash flows discounted at current borrowing rates. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

Future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and percentage rent based on tenant sales volume, as of December 31, 2013 are as follows:

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

As of December 31, 2013, a total of six properties are subject to ground leases. The termination dates of these ground leases range from 2016 to 2076. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the revenues or total sales of the

property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense, which is included in other expense, as follows:

Future minimum lease payments due under these ground leases for years ending December 31, excluding applicable extension options, are as follows:

Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the mall properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our combined revenues.

As described in Note 1, the accompanying combined financial statements present the operations of SPG Businesses as carved-out from the financial statements of SPG. Transactions between the properties have been eliminated in the combined presentation. A fee for certain centralized SPG costs for activities such as common costs for management and other services, national advertising and promotion programs, consulting, accounting, legal, marketing and management information systems has been charged to the properties in the combined financial statements. In addition, certain commercial general liability and property damage insurance is provided to the properties by an indirect subsidiary of SPG. Amounts charged to expense for common costs, services, and other as well as insurance premiums are included in property operating costs in the combined statements of operations. Charges for each of the periods presented for properties which are consolidated in the SPG Businesses portfolio are as included below.

Leasing and development fees charged by SPG are capitalized by the property. For the years ended December 31, 2013, 2012 and 2011, these charges were $11,976, $12,283 and $11,918, respectively.

Leasing and development fees charged to unconsolidated properties were $310, $802 and $114 for the years ended December 31, 2013, 2012 and 2011, respectively. Amounts charged to unconsolidated properties within the SPG Businesses portfolio as included below:

At December 31, 2013 and 2012, $4,959 and $8,094, respectively, were payable to SPG and its affiliates and are included in accounts payable, accrued expenses, intangibles, and deferred revenue in the accompanying combined balance sheets.

SPG Businesses
Real Estate and Accumulated Depreciation
December 31, 2013
(Dollars in thousands)

								Cost Capitalized Subsequent to Construction or Acquisition

												Gross Amounts At Which Carried At Close of Period
				Initial Cost
				Initial Cost																Date of Construction or Acquisition
Name	Location	Encumbrances (3)		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
*Malls*
Anderson Mall	Anderson, SC		20,398	$	1,712	$	15,227	$	851	$	20,893	$	2,563	$	36,120	$	38,683	$	18,074	1972
Bowie Town Center	Bowie (Washington, D.C.), MD		—		2,479		60,322		235		10,976		2,714		71,298		74,012		29,485	2001
Boynton Beach Mall	Boynton Beach (Miami), FL		—		22,240		78,804		4,666		27,315		26,906		106,119		133,025		53,062	1985
Brunswick Square	East Brunswick (New York), NJ		76,672		8,436		55,838		—		30,694		8,436		86,532		94,968		44,430	1973
Charlottesville Fashion Square	Charlottesville, VA		—		—		54,738		—		17,948		—		72,686		72,686		32,683	1997
Chautauqua Mall	Lakewood, NY		—		3,116		9,641		—		16,435		3,116		26,076		29,192		14,185	1971
Chesapeake Square	Chesapeake (Virginia Beach), VA		65,242		11,534		70,461		—		19,489		11,534		89,950		101,484		53,113	1989
Cottonwood Mall	Albuquerque, NM		—		10,122		69,958		—		7,542		10,122		77,500		87,622		42,020	1996
Edison Mall	Fort Myers, FL		—		11,529		107,350		—		31,772		11,529		139,122		150,651		61,499	1997
Forest Mall	Fond Du Lac, WI		—		721		4,491		—		8,682		721		13,173		13,894		9,167	1973
Great Lakes Mall	Mentor (Cleveland), OH		—		12,302		100,362		—		30,661		12,302		131,023		143,325		57,785	1961
Gulf View Square	Port Richey (Tampa), FL		—		13,690		39,991		1,688		19,547		15,378		59,538		74,916		30,930	1980
Irving Mall	Irving (Dallas), TX		—		6,737		17,479		2,533		43,025		9,270		60,504		69,774		37,218	1971
Jefferson Valley Mall	Yorktown Heights (New York), NY		—		4,868		30,304		—		27,767		4,868		58,071		62,939		36,880	1983
Knoxville Center	Knoxville, TN		—		5,006		21,617		3,712		32,451		8,718		54,068		62,786		34,704	1984
Lima Mall	Lima, OH		—		7,659		35,338		—		13,812		7,659		49,150		56,809		25,767	1965
Lincolnwood Town Center	Lincolnwood (Chicago), IL		—		7,834		63,480		—		7,682		7,834		71,162		78,996		45,561	1990
Lindale Mall	Cedar Rapids, IA		—		14,106		58,286		—		6,063		14,106		64,349		78,455		6,228	1998
Longview Mall	Longview, TX		—		259		3,567		124		9,252		383		12,819		13,202		7,472	1978
Maplewood Mall	St. Paul (Minneapolis), MN		—		17,119		80,758		—		24,267		17,119		105,025		122,144		37,102	2002
Markland Mall	Kokomo, IN		—		—		7,568		—		17,008		—		24,576		24,576		13,219	1968
Melbourne Square	Melbourne, FL		—		15,762		55,891		4,160		30,434		19,922		86,325		106,247		39,350	1982
Mesa Mall	Grand Junction, CO		87,250		12,784		80,639		—		1,427		12,784		82,066		94,850		8,639	1998
Muncie Mall	Muncie, IN		—		172		5,776		52		28,234		224		34,010		34,234		20,382	1970
Northlake Mall	Atlanta, GA		—		33,322		98,035		—		3,813		33,322		101,848		135,170		73,019	1998
Northwoods Mall	Peoria, IL		—		1,185		12,779		2,164		38,469		3,349		51,248		54,597		32,596	1983
Oak Court Mall	Memphis, TN		—		15,673		57,304		—		9,556		15,673		66,860		82,533		37,543	1997
Orange Park Mall	Orange Park (Jacksonville), FL		—		12,998		65,121		—		42,553		12,998		107,674		120,672		55,165	1994
Paddock Mall	Ocala, FL		—		11,198		39,727		—		21,955		11,198		61,682		72,880		26,719	1980
Port Charlotte Town Center	Port Charlotte, FL		46,353		5,471		58,570		—		15,507		5,471		74,077		79,548		40,124	1989

SPG Businesses
Real Estate and Accumulated Depreciation
December 31, 2013
(Dollars in thousands)

								Cost Capitalized Subsequent to Construction or Acquisition

												Gross Amounts At Which Carried At Close of Period
				Initial Cost
				Initial Cost																Date of Construction or Acquisition
Name	Location	Encumbrances (3)		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Richmond Town Square	Richmond Heights (Cleveland), OH		—		2,600		12,112		—		56,081		2,600		68,193		70,793		51,751	1966
River Oaks Center	Calumet City (Chicago), IL		—		30,560		101,224		—		11,295		30,560		112,519		143,079		53,968	1997
Rolling Oaks Mall	San Antonio, TX		—		1,929		38,609		—		13,650		1,929		52,259		54,188		31,736	1988
Rushmore Mall	Rapid City, SD		94,000		18,839		67,364		—		1,183		18,839		68,547		87,386		8,579	1998
Southern Hills Mall	Sioux City, IA		101,500		15,025		75,984		—		727		15,025		76,711		91,736		8,252	1998
Southern Park Mall	Youngstown, OH		—		16,982		77,767		97		27,091		17,079		104,858		121,937		52,442	1970
Sunland Park Mall	El Paso, TX		28,359		2,896		28,900		—		9,695		2,896		38,595		41,491		25,827	1988
Town Center at Aurora	Aurora (Denver), CO		—		9,959		56,832		6		55,963		9,965		112,795		122,760		57,703	1998
Towne West Square	Wichita, KS		49,360		972		21,203		61		12,647		1,033		33,850		34,883		22,502	1980
Valle Vista Mall	Harlingen, TX		40,000		1,398		17,159		329		21,322		1,727		38,481		40,208		24,142	1983
Virginia Center Commons	Glen Allen, VA		—		9,764		50,547		—		26,584		9,764		77,131		86,895		38,852	1991
West Ridge Mall	Topeka, KS		64,794		5,453		34,148		1,168		24,122		6,621		58,270		64,891		33,298	1988
Westminster Mall	Westminster (Los Angeles), CA		—		43,464		84,709		—		35,744		43,464		120,453		163,917		51,246	1998
*Strip Centers*
Arboretum	Austin, TX		—		7,640		36,774		71		12,240		7,711		49,014		56,725		21,046	1987
Bloomingdale Court	Bloomingdale (Chicago), IL		25,164		8,422		26,184		—		13,429		8,422		39,613		48,035		22,263	1987
Bowie Town Center Strip	Bowie (Washington, D.C.), MD		—		231		4,597		—		—		231		4,597		4,828		1,854	1987
Charles Towne Square	Charleston, SC		—		—		1,768		370		10,636		370		12,404		12,774		9,705	1976
Chesapeake Center	Chesapeake (Virginia Beach), VA		—		4,410		11,241		—		177		4,410		11,418		15,828		7,622	1989
Concord Mills Marketplace	Concord (Charlotte), NC		16,000		8,036		21,167		—		—		8,036		21,167		29,203		1,519	2007
Countryside Plaza	Countryside (Chicago), IL		—		332		8,507		2,554		10,183		2,886		18,690		21,576		10,215	1977
Dare Centre	Kill Devil Hills, NC		—		—		5,702		—		649		—		6,351		6,351		2,157	2004
DeKalb Plaza	King of Prussia (Philadelphia), PA		2,377		1,955		3,405		—		1,348		1,955		4,753		6,708		2,722	2003
Empire East	Sioux Falls, SD		—		3,350		10,552		—		2,368		3,350		12,920		16,270		976	1998
Forest Plaza	Rockford, IL		17,733		4,132		16,818		453		13,143		4,585		29,961		34,546		14,616	1985
Gateway Centers	Austin, TX		—		24,549		81,437		—		13,282		24,549		94,719		119,268		33,797	2004
Greenwood Plus	Greenwood (Indianapolis), IN		—		1,129		1,792		—		4,655		1,129		6,447		7,576		3,725	1979
Henderson Square	King of Prussia (Philadelphia), PA		13,301		4,223		15,124		—		838		4,223		15,962		20,185		4,883	2003
Highland Lakes Center	Orlando, FL		—		7,138		25,284		—		2,102		7,138		27,386		34,524		22,367	1991
Keystone Shoppes	Indianapolis, IN		—		—		4,232		2,118		2,797		2,118		7,029		9,147		2,500	1997
Lake Plaza	Waukegan (Chicago), IL		—		2,487		6,420		—		1,370		2,487		7,790		10,277		4,533	1986
Lake View Plaza	Orland Park (Chicago), IL		15,470		4,702		17,543		—		13,726		4,702		31,269		35,971		17,600	1986

SPG Businesses
Real Estate and Accumulated Depreciation
December 31, 2013
(Dollars in thousands)

								Cost Capitalized Subsequent to Construction or Acquisition

												Gross Amounts At Which Carried At Close of Period
				Initial Cost
				Initial Cost																Date of Construction or Acquisition
Name	Location	Encumbrances (3)		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Lakeline Plaza	Cedar Park (Austin), TX		16,613		5,822		30,875		—		9,308		5,822		40,183		46,005		18,728	1998
Lima Center	Lima, OH		—		1,781		5,151		—		8,959		1,781		14,110		15,891		6,943	1978
Lincoln Crossing	O'Fallon (St. Louis), IL		—		674		2,192		—		893		674		3,085		3,759		1,653	1990
MacGregor Village	Cary, NC		—		502		8,891		—		406		502		9,297		9,799		2,556	2004
Mall of Georgia Crossing	Buford (Atlanta), GA		24,527		9,506		32,892		—		1,553		9,506		34,445		43,951		16,120	2004
Markland Plaza	Kokomo, IN		—		206		738		—		6,328		206		7,066		7,272		3,907	1974
Martinsville Plaza	Martinsville, VA		—		—		584		—		461		—		1,045		1,045		846	1967
Matteson Plaza	Matteson (Chicago), IL		—		1,771		9,737		—		3,604		1,771		13,341		15,112		8,081	1988
Muncie Towne Plaza	Muncie, IN		6,907		267		10,509		87		2,777		354		13,286		13,640		6,147	1998
New Castle Plaza	New Castle, IN		—		128		1,621		—		1,608		128		3,229		3,357		1,876	1966
North Ridge Shopping Center	Raleigh, NC		12,500		385		12,826		—		1,524		385		14,350		14,735		3,956	2004
Northwood Plaza	Fort Wayne, IN		—		148		1,414		—		2,151		148		3,565		3,713		2,336	1974
Palms Crossing	McAllen, TX		37,179		13,496		45,925		—		9,232		13,496		55,157		68,653		15,868	2006
Richardson Square	Richardson (Dallas), TX		—		6,285		—		990		15,021		7,275		15,021		22,296		3,167	1977
Rockaway Commons	Rockaway (New York), NJ		—		5,149		26,435		—		8,443		5,149		34,878		40,027		12,129	1998
Rockaway Town Plaza	Rockaway (New York), NJ		—		—		18,698		2,227		3,222		2,227		21,920		24,147		6,157	2004
Shops at Arbor Walk, The	Austin, TX		42,020		—		42,546		—		6,124		—		48,670		48,670		12,828	2005
Shops at North East Mall, The	Hurst (Dallas), TX		—		12,541		28,177		402		5,835		12,943		34,012		46,955		18,837	1999
St. Charles Towne Plaza	Waldorf (Washington, D.C.), MD		—		8,216		18,993		—		4,477		8,216		23,470		31,686		13,191	1987
Tippecanoe Plaza	Lafayette, IN		—		—		745		234		5,298		234		6,043		6,277		3,784	1974
University Center	Mishawaka, IN		—		2,119		8,365		—		3,103		2,119		11,468		13,587		9,047	1980
University Town Plaza	Pensacola, FL		—		6,009		26,945		—		—		6,009		26,945		32,954		811	2013
Washington Plaza	Indianapolis, IN		—		263		1,833		—		2,742		263		4,575		4,838		3,712	1976
Waterford Lakes Town Center	Orlando, FL		—		8,679		72,836		—		17,229		8,679		90,065		98,744		46,600	1999
West Ridge Plaza	Topeka, KS		—		1,376		4,560		—		3,841		1,376		8,401		9,777		3,758	1988
White Oaks Plaza	Springfield, IL		13,813		3,169		14,267		—		6,546		3,169		20,813		23,982		9,581	1986
Wolf Ranch	Georgetown (Austin), TX		—		21,999		51,547		—		11,897		21,999		63,444		85,443		19,338	2004
*Development Projects*
Fairfield Town Center	Fairfield Town Center		—		5,354		4,435		—		—		5,354		4,435		9,789		—

			917,532		628,456		2,908,264		31,352		1,156,858		659,808		4,065,122		4,724,930		1,920,476

The changes in real estate assets (which excludes furniture, fixtures and equipment) for the years ended December 31, 2013, 2012, and 2011 are as follows:

The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2013 was $4,479,780.

The changes in accumulated depreciation and amortization for the years ended December 31, 2013, 2012, and 2011 are as follows:

Depreciation of our investment in buildings and improvements reflected in the combined statements of operations is calculated over the estimated original lives of the assets as noted below.

	Principal Amount					Loan Interest Expense			Mortgage Cost Amortization			Total Interest Expense

New fixed rate secured mortgages	$	425,000		4.57	%	$	19,421		$	1,175		$	20,596
New unsecured term loan(1)		500,000		1.32	%		6,589			1,195			7,784
New unsecured revolving credit facility(1)		102,540		1.22	%		1,249			3,304			4,552
Refinancing paydowns on existing fixed rate mortgage loans		(10,100	)	(2)			(2	)		(2	)		(1,942	)

Total net new debt and interest expense	$	1,017,440										$	30,990

	December 31, 2013					December 31, 2012					December 31, 2011

*Malls:*
Ending Occupancy		90.8	%	+110 bps			89.7	%	+30 bps			89.4	%
Average Base Minimum Rent per Square Foot	$	24.41		-0.3	%	$	24.33		—		$	24.34
*Strip Centers:*
Ending Occupancy		94.9	%	+60 bps			94.3	%	+70 bps			93.6	%
Average Base Minimum Rent per Square Foot	$	13.46		0.6	%	$	13.38		2.3	%	$	13.08

	2014		2015 - 2016		2017 - 2018		After 2018		Total

Long Term Debt(1)	$	229,211	$	336,301	$	55,789	$	296,231	$	917,532
Interest Payments	$	48,902	$	67,677	$	36,239	$	41,606	$	194,424

	Year Ended December 31,

	2013		2012		2011
New developments(1)	$	2,686	$	926	$	462
Redevelopments and expansions(2)		44,602		22,186		42,893
Tenant allowances		29,638		26,378		17,217
Operational capital expenditures		16,366		18,351		22,535

Total	$	93,292	$	67,841	$	83,107

	Shares(1)

Name and Address	Number of Shares			%
The Vanguard Group(2) 100 Vanguard Boulevard Malvern, PA 19355		18,530,249			11.93%	(3)
Melvin Simon & Associates, Inc., et al.(4) 225 West Washington Street Indianapolis, IN 46204		13,350,881	(5)		7.95%	(6)
BlackRock Inc.(8) 40 East 52nd Street New York, NY 10022		12,166,237			7.83%	(3)
Cohen & Steers, Inc., et al.(7) 280 Park Avenue, 10th Floor New York, NY 10017		10,695,688			6.89%	(3)


		Sincerely,

		David Simon Chairman and Chief Executive Officer

		Page

INFORMATION STATEMENT SUMMARY			1
SUMMARY HISTORICAL COMBINED FINANCIAL DATA			22
RISK FACTORS			27
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			45
DIVIDEND POLICY			46
CAPITALIZATION			47
SELECTED HISTORICAL COMBINED FINANCIAL DATA			48
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS			50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			55
BUSINESS			66
MANAGEMENT			84
COMPENSATION DISCUSSION AND ANALYSIS			90
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			100
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			107
THE SEPARATION			109
DESCRIPTION OF MATERIAL INDEBTEDNESS			118
DESCRIPTION OF WPG'S CAPITAL STOCK			122
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			129
SHARES ELIGIBLE FOR FUTURE SALE			145
PARTNERSHIP AGREEMENT			146
WHERE YOU CAN FIND MORE INFORMATION			149
INDEX TO COMBINED FINANCIAL STATEMENTS			F-1

	As of December 31, 2013

(in thousands)	Actual		Pro Forma Adjustments			Pro Forma
Cash and cash equivalents	$	25,857	$	—		$	25,857
Existing mortgages(1)		918,614		(10,100	)		908,514
New secured mortgage loans		—		425,000			425,000
New unsecured loans(2)		—		602,540			602,540

Total debt		918,614		1,017,440			1,936,054
SPG equity		1,883,680		(1,883,680	)		—
Stockholders' equity(3)		—		718,714			718,714
Noncontrolling interests(3)		845		119,926			120,771

Total Capitalization	$	2,803,139	$	(27,600	)	$	2,775,539

(in thousands)	For the Year Ended December 31, 2013

Transition service agreement with SPG	$	2,500
Property management and other costs(1)		—

	$	2,500

	Estimated Total Compensation Expense

Annual base salary	$	750
Estimated bonus at two times salary subject to attainment of related goals and objectives. Maximum bonus is three times annual base salary		1,500
Inducement LTIP at $3,000 in grant date value. One-fourth of the award vest annually over four years		750
Performance based LTIPs including one, two and three year performance periods. Total grant date fair value estimated at $2,700 using a Monte Carlo simulation applying total shareholder return and market performance criteria. Vesting over a three year period		900

	$	3,900

Debt Subject to	December 31, 2013				December 31, 2012

Fixed Rate	$	918,614	5.87	%	$	926,159	5.89	%
Variable Rate		—	—			—	—

	$	918,614	5.87	%	$	926,159	5.89	%

	Shares and Units Beneficially Owned					Units Beneficially Owned

Name	Number(1)		Percent(2)			Number		Percent(3)			Additional Information
Louis G. Conforti		—		—			—		—
Robert P. Demchak		—		—			—		—
Michael Gaffney		—		—			—		—
Robert J. Laikin		—		—			—		—
Myles Minton		—		—			—		—
Mark Ordan		—		—			—		—
David Simon		13,250,881		7.95	%		12,563,021		6.91	%	See note (A) immediately following this table.
Jacquelyn Soffer		—		—			—		—
Richard S. Sokolov		267,176			*		93,203			*
Marvin L. White		—		—			—		—
All directors and executive officers as a group (2 people)		—		—			—		—

Range of Borrower's Credit Rating (S&P/Moody's/Fitch Ratings)

A-/A3 or higher	0.875	%	0.000	%
BBB+/Baa1	1.000	%	0.000	%
BBB/Baa2	1.050	%	0.050	%
BBB-/Baa3	1.250	%	0.250	%
below BBB-/Baa3 or unrated	1.650	%	0.650	%

Range of Borrower's Credit Rating (S&P/Moody's/Fitch Ratings)

A-/A3 or higher	0.900	%	0.000	%
BBB+/Baa1	1.050	%	0.050	%
BBB/Baa2	1.150	%	0.150	%
BBB-/Baa3	1.450	%	0.450	%
below BBB-/Baa3 or unrated	1.900	%	0.900	%

Ratio Level	Total Leverage Ratio

Level I	< 40%	0.20	%
Level II	³ 40% and < 45%	0.25	%
Level III	³ 45% and < 50%	0.30	%
Level IV	³ 50% and < 55%	0.30	%
Level V	³ 55%	0.35	%

Range of Borrower's Credit Rating (S&P/Moody's/Fitch Ratings)

A-/A3 or higher	0.125	%
BBB+/Baa1	0.150	%
BBB/Baa2	0.200	%
BBB-/Baa3	0.250	%
below BBB-/Baa3 or unrated	0.300	%

		Page Number

Washington Prime Group Inc.
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheet as of December 31, 2013			F-3
SPG Businesses
*Combined Financial Statements*
Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm			F-5
Combined Balance Sheets as of December 31, 2013 and 2012			F-6
Combined Statements of Operations for the year ended December 31, 2013, 2012 and 2011			F-7
Combined Statements of Cash Flows for the year ended December 31, 2013, 2012 and 2011			F-8
Combined Statements of Equity for the year ended December 31, 2013, 2012 and 2011			F-9
Notes to Combined Financial Statements			F-10
Schedule III — Real Estate and Accumulated Depreciation			F-24
Notes to Schedule III			F-27

	December 31, 2013

ASSETS
Cash	$	1,000

SHAREHOLDER'S EQUITY
Common stock ($0.0001 par value, 850,000,000 shares authorized, 100 issued and outstanding)	$	1,000

	2013		2012

Deferred financing and lease costs, net	$	48,612	$	48,022
In-place lease intangibles, net		25,467		32,467
Acquired above market lease intangibles, net		7,553		8,833
Mortgage and other escrow deposits		11,401		11,841
Prepaids, notes receivable and other assets, net		4,337		5,022

	$	97,370	$	106,185

	2013			2012

Deferred financing and lease costs	$	94,784		$	92,549
Accumulated amortization		(46,172	)		(44,527	)

Deferred financing and lease costs, net	$	48,612		$	48,022

	2013			2012

In-place lease intangibles	$	38,534		$	43,645
Accumulated amortization		(13,067	)		(11,178	)

In-place lease intangibles, net	$	25,467		$	32,467

Acquired above market lease intangibles	$	10,114		$	10,114
Accumulated amortization		(2,561	)		(1,281	)

Acquired above market lease intangibles, net	$	7,553		$	8,833

	Below Market Leases		Above Market Leases			Impact to Minimum Rent, Net

2014	$	1,970	$	(1,281	)	$	689
2015		1,921		(1,281	)		640
2016		1,915		(1,281	)		634
2017		957		(742	)		215
2018		924		(742	)		182
Thereafter		2,771		(2,226	)		545

	$	10,458	$	(7,553	)	$	2,905


Investment properties	$	29,978
Tenant Receivables and accrued revenue, net		36
Deferred costs and other assets (including intangibles)		784

Total Assets	$	30,798

Mortgages and other indebtedness, including premiums	$	12,981
Accounts payable, accrued expenses, intangibles and other		1,473

Total Liabilities	$	14,454


Investment properties	$	356,927
Tenant Receivables and accrued revenue, net		4,529
Deferred costs and other assets (including intangibles)		53,594

Total Assets	$	415,050

Mortgages and other indebtedness, including premiums	$	284,727
Accounts payable, accrued expenses and intangibles		21,619
Other Liabilities		853

Total Liabilities	$	307,199

	2013		2012

Land	$	659,808	$	660,605
Buildings and improvements		4,065,122		4,000,309

Total land, buildings and improvements		4,724,930		4,660,914
Furniture, fixtures and equipment		64,775		63,915

Investment properties at cost		4,789,705		4,724,829
Less — accumulated depreciation		1,974,949		1,832,035

Investment properties at cost, net	$	2,814,756	$	2,892,794

Construction in progress included above	$	35,837	$	52,641

	2013		2012

*Fixed-Rate Debt:*
Mortgages, including $1,082 and $1,591 premiums, respectively. Weighted average interest and maturity of 5.87% and 4.0 years at December 31, 2013. Weighted average interest and maturity of 5.89% and 4.8 years at December 31, 2012.	$	918,614	$	926,159

	2013		2012

Fair value of fixed-rate mortgages	$	981,631	$	1,014,405
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.06%		3.33%


2014	$	354,328
2015		300,102
2016		243,741
2017		192,197
2018		146,006
Thereafter		393,532

	$	1,629,906


2014	$	1,611
2015		2,205
2016		2,550
2017		2,526
2018		2,504
Thereafter		92,298

	$	103,694

	2013			2012			2011

Balance, beginning of year	$	4,660,914		$	4,596,784		$	4,180,544
Acquisitions		—			29,978			356,928
Improvements		84,731			86,922			81,938
Disposals *		(20,715	)		(52,770	)		(22,626	)

Balance, close of year	$	4,724,930		$	4,600,914		$	4,596,784

	2013			2012			2011

Balance, beginning of year	$	1,781,073		$	1,664,253		$	1,546,670
Depreciation expense		159,791			161,578			139,667
Disposals		(20,388	)		(44,758	)		(22,084	)

Balance, close of year	$	1,920,476		$	1,781,073		$	1,664,253