~~WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P.~~

~~Annual Report on Form 10-K~~Item11.Executive Compensation

Summary Compensation Table & Other Supporting Tables

The following tables and accompanying footnotes set forth certain information with respect to the cash and other compensation paid or accrued by the Company for our Chief Executive Officer (“CEO”) and two other most highly compensated Senior Executives, referred herein to as the Named Executives, for fiscal years ended December 31, 2020 and December 31, 2019. All values stated are rounded to the nearest dollar.

~~TABLE OF CONTENTS~~

SUMMARY COMPENSATION TABLE

Item No. Page No.
Part I
1. Business
5
1A. Risk Factors
14
1B. Unresolved Staff Comments
32
2. Properties
33
3. Legal Proceedings
44
4. Mine Safety Disclosures
44
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
44
6. Selected Financial Data
45
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
46
7A. Quantitative and Qualitative Disclosure About Market Risk
75
8. Financial Statements and Supplementary Data
75
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
75
9A. Controls and Procedures
75
9B. Other Information
76
Part III
10. Directors, Executive Officers and Corporate Governance
77
11. Executive Compensation
77
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
77
13. Certain Relationships and Related Transactions and Director Independence
77
14. Principal Accounting Fees and Services
77
Part IV
15. Exhibits and Financial Statement Schedules
78
16. Form 10-K Summary
82
Signatures
83

Name and Principal Position	Year	Salary ($)	Stock Awards⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation⁽²⁾ ($)	All Other Compensation ($)	Total⁽⁶⁾ ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Louis G. Conforti	2020	$825,577	$2,583,014	$876,202	$25,685 ⁽³⁾	$4,310,478
CEO and Director	2019	$900,000	$5,627,500	$590,625	$24,449	$7,142,574
Mark E. Yale	2020	$482,538	$516,625	$415,790	$28,206 ⁽⁴⁾	$1,443,159
Executive Vice President and Chief Financial Officer	2019	$512,500	$558,925	$280,273	$27,166	$1,378,864
Robert P. Demchak	2020	$376,616	$430,496	$389,423	$12,366 ⁽⁵⁾	$1,208,901
Executive Vice President, General Counsel and Corporate Secretary	2019	$400,000	$465,776	$262,500	$11,830	$1,140,106

(1)

With respect to fiscal year 2020, the values represented for the applicable Named Executive are the aggregate grant date fair value computed in accordance with the FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”) for the fiscal year 2020 annual equity awards (“2020 Annual Awards”). The grant date fair values for the 2020 Annual Awards are, with respect to the allocated performance share units (“PSUs”), based on the probable outcome of the performance conditions of the PSUs on the grant date (maximum achievement) for financial statement reporting purposes under FASB ASC Topic 718 and consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated or actual forfeitures. The assumptions used in determining the listed valuations are provided in Part IV of the Original Filing of the Form 10-K in Item 15 entitled “Exhibits and Financial Statement Schedules” in note 8 of the notes to consolidated financial statements.

(2)	The listed amounts for fiscal year 2020 represent cash bonus awards received by the respective Named Executive pursuant to the terms of the 2020 Executive Bonus Plan (the “Bonus Plan”).

(3)

The listed amount represents the following: (a) $1,806 in life insurance premiums paid by WPG, (b) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the Washington Prime Group Retirement Savings Plan (the “WPG Savings Plan”) for Mr. Conforti’s benefit and (c) $12,479 that represents Mr. Conforti’s personal use of a WPG provided vehicle.

(4)

The listed amount represents the following: (a) $1,806 in life insurance premiums paid by WPG, (b) $15,000 paid by WPG to Mr. Yale during fiscal year 2020 as reimbursement, per the terms of Mr. Yale’s employment agreement (the “Yale Agreement”), for premiums paid by Mr. Yale during 2020 for disability and life insurance covering him and (c) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the WPG Savings Plan for Mr. Yale’s benefit.

(5)	The listed amount represents the following: (a) $966 in life insurance premiums paid by WPG and (b) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the WPG Savings Plan for Mr. Demchak’s benefit.

(6)	For each Named Executive, the amount listed represents the aggregate total of the amounts listed in columns (c) through (f).

Narrative to Summary Compensation Table

Executive Employment Agreements and Other Arrangements

The primary elements of our executive compensation program for fiscal year 2020 are salary, equity compensation, bonus/incentive compensation, and severance/change in control arrangements. These arrangements are governed by the employment agreements we had with the Named Executives during 2020. The employment arrangements for each of the Named Executives were entered into at different times and under different circumstances.

Employment Agreement for Mr. Louis G. Conforti

Mr. Conforti’s employment by WPG is pursuant to an Amended and Restated Employment Agreement between Mr. Conforti and WPG, dated October 6, 2016, which was amended on August 2, 2019 (the “Conforti Agreement”). The Conforti Agreement provides that Mr. Conforti will serve as the Company’s CEO for a term ending on August 2, 2024 (the “Employment Period”) unless the Employment Period is earlier terminated pursuant to the Conforti Agreement’s terms. Provided there is not an early termination of the Conforti Agreement, on August 2, 2024 and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Employment Period shall automatically extend so as to terminate one year from such Renewal Date unless, at least 120 days prior to the Renewal Date, either party to the Conforti Agreement gives written notice to the other that the Employment Period shall not be so extended. The Conforti Agreement describes, among other things, Mr. Conforti’s salary, cash incentive, equity, severance, and change in control compensation. The Conforti Agreement retains Mr. Conforti’s annual base salary at Nine Hundred Thousand Dollars ($900,000) subject to review by the Board’s Compensation Committee for adjustment at least annually (“Conforti Base Salary”). Additionally, the Conforti Agreement provides that Mr. Conforti is eligible for an annual cash bonus pursuant to the terms of the Company’s annual cash incentive plan as in effect from time to time. Under the Conforti Agreement, Mr. Conforti’s target annual bonus shall be 150% of the Conforti Base Salary (“Bonus Target”) with the actual bonus payment ranging from 0% to up to 200% of the Bonus Target based upon the level of achievement of performance goals established under the respective bonus plan at the discretion of the Compensation Committee. The terms of the Conforti Agreement relating to the performance bonus are satisfied by the terms, conditions and operation of the Bonus Plan. With respect to annual equity compensation awarded to Mr. Conforti, Mr. Conforti is eligible to receive restricted stock units (“RSUs”), PSUs or other equity-based long term incentives as deemed appropriate by the Compensation Committee considering competitive market compensation opportunities, Mr. Conforti’s performance and other relevant factors the Compensation Committee deems appropriate. The Conforti Agreement also provided for Mr. Conforti’s special equity award made in August 2019 (the “CEO Special Award”) in connection with its execution. The terms of the Conforti Agreement that address severance and change in control compensation require that, if during the Employment Period (including any renewals thereof): (a) the Company terminates Mr. Conforti’s employment for cause (as defined in the Conforti Agreement), for any reason other than cause, or as a result of Mr. Conforti’s death or disability (as defined in the Conforti Agreement); or (b) Mr. Conforti terminates his employment for good reason (as defined in the Conforti Agreement) or without good reason, then the Company shall pay to Mr. Conforti (or his estate) certain cash payments and provide other specified benefits. Lastly, in the event of a change in control (as defined in the Conforti Agreement) of the Company, the Conforti Agreement permits the accelerated vesting of certain equity awards held by or earned by Mr. Conforti subject to the satisfaction of certain conditions and, in the event that Mr. Conforti’s employment is terminated upon or within two years following a change in control, then the Company shall pay and provide to Mr. Conforti, as applicable, certain cash payments and specified benefits. The material terms of Mr. Conforti’s severance and change in control compensation and benefits under the Conforti Agreement is explained more fully in the section of this Amendment entitled “Potential Payments upon Termination or Change in Control.”

Employment Agreements for Messrs. Mark E. Yale and Robert P. Demchak

The amended and restated employment agreements for Messrs. Yale and Demchak describe the annual base salary, cash incentive, equity, severance, and change in control compensation for each. Generally, the agreements are comparable in terms of structure and scope with the principal differences being the specific terms for the aforementioned elements of compensation for each executive. Under the Yale Agreement, he is to serve as the Executive Vice President and Chief Financial Officer of the Company for a term that ended on December 31, 2020. Similarly, Mr. Demchak’s employment agreement provides an initial term of employment for him to serve as Executive Vice President, General Counsel and Corporate Secretary of the Company that ended on December 31, 2020. The renewal terms of each of these agreements have commenced and each agreement shall automatically renew on each December 31^st for another one year period unless either party provides written notice of non-renewal by or before 120 days prior to the renewal date. If no such notice is given, the employment period shall be extended for another one year period.

~~Part I~~

The annual base salaries for Messrs. Yale and Demchak are initially set and then each is subject to review by the Compensation Committee for adjustment at least annually. Each executive was eligible for an annual cash bonus in 2020, and each year thereafter, during the employment period pursuant to the terms of the Company’s annual cash incentive plan as in effect from time to time. Mr. Yale’s target annual bonus shall be 125% of his base salary and Mr. Demchak’s target annual bonus shall be 150% of his base salary. The actual bonus payment in the case of each executive may range from 0% to up to 200% of the target bonus based upon the level of achievement of performance goals established under the cash incentive plan in place and, under certain circumstances, subject to the discretion of the Compensation Committee. Similar to Mr. Conforti’s arrangement, the terms of the Yale Agreement and Mr. Demchak’s agreement regarding bonus compensation are satisfied by the terms, conditions and operation of the Bonus Plan.

~~Item 1. Business~~

With respect to equity compensation, under the Yale Agreement and Mr. Demchak’s agreement, both executives, respectively, are eligible to receive RSUs, PSUs or other equity-based long term incentives as deemed appropriate by the Compensation Committee considering competitive market compensation opportunities, individual performance and other relevant factors the Compensation Committee deems appropriate. With respect to severance and change in control compensation, the terms of the Yale Agreement and the agreement for Mr. Demchak are comparable to the terms of the Conforti Agreement and are more fully discussed in the section of this Amendment entitled “Potential Payments upon Termination or Change in Control.”

Fiscal Year 2020 Salary Modifications

In April 2020, the Company, as part of measures to reduce overall Company expenses in response to the novel coronavirus (COVID-19) global pandemic, executed letter agreements (the “Amendments”) that amended the respective employment agreements of the Company’s executive officers, including each of the Named Executives, to temporarily reduce the fiscal year 2020 annual base salaries of such officers. The Named Executives’ base salaries were modified as follows: (i) Mr. Conforti’s base salary was reduced by 25% from $900,000 to $675,000; (ii) Mr. Yale’s annual base salary was reduced by 20% from $512,500 to $410,000; and (iii) Mr. Demchak’s annual base salary was reduced by 20% from $400,000 to $320,000. The salary reductions under the Amendments were effective until the end of the Company’s 2020 third fiscal quarter at which time the base salary for the respective executive officer, including each Named Executive, automatically reverted back to the annual rate of base salary in effect prior to the salary modification.

Other Benefits

Our senior executive officers are entitled to participate in our retirement plan, group medical insurance plan, short-term and long-term disability plan and other benefits on the same basis as other salaried employees. The WPG Savings Plan is our tax-qualified retirement plan or 401(k) plan. The WPG Savings Plan currently has a feature that permits the Company to partially match employee contributions, including contributions made by executive officers including each of the Named Executives (the “Match Feature”). During 2020, under the Match Feature, the Company matched 100% of the first 3% of salary deferrals that an employee contributed to the WPG Savings Plan and 50% of the next 2% of salary deferrals that an employee contributed to the WPG Savings Plan. Compensation related to the Match Feature for the Named Executives is included in the amounts reported in column (f) of the Summary Compensation Table. During 2020, for Named Executives who were participants in the WPG Savings Plan, we provided matching contributions via the Match Feature of up to $11,400 per person. Additionally, during 2020, WPG paid life insurance premiums for life insurance for the benefit of the Named Executives ranging from $966 to $1,806. Moreover, Mr. Yale, per the terms of the Yale Agreement and as included in column (f) for Mr. Yale, received $15,000 from the Company during fiscal year 2020 as reimbursement for premiums paid by him during 2020 for disability and life insurance policies covering him.

Cash Bonus Targets for 2020 Named Executive Officers

As shown by the table below, each Named Executive participant in the Bonus Plan has a target bonus opportunity equal to a percentage of base salary. Dollar amounts are rounded to the nearest dollar.

Named Executive	Target Bonus (% of Salary)		Target Bonus Payout Amount*
Mr. Conforti		150%		$1,401,923
Mr. Yale		125%		$665,264
Mr. Demchak		150%		$623,077

The Total Bonus Payout Amount was calculated using the aggregate salary compensation actually paid to the respective Named Executive during the course of fiscal year 2020 without accounting for the effect of the COVID-19 salary reductions implemented in April 2020.

Performance Measures and Weightings

The Bonus Plan is funded if a specified threshold level of our Funds From Operations (“FFO”) per diluted WPG common share of beneficial interest, $0.0001 par value per share (a “Common Share” or, collectively, the “Common Shares” or “Common Stock”), as adjusted and described in more detail below, is achieved by WPG for fiscal year 2020.

Under the Bonus Plan, performance is measured in three categories with the following weightings for each Bonus Plan participant:

Measure	Weighting
FFO Component	75% of Target Bonus Payout Amount
Strategic Objectives Component	12.5% of Target Bonus Payout Amount
Individual Objectives Component	12.5% of Target Bonus Payout Amount

The Compensation Committee used its discretion to pay out the FFO Component of the cash bonus at 50% of target. The Compensation Committee determined that each of the Named Executives each achieved 100% of their respective individual goals and the Company achieved 100% of its strategic goals set by the Compensation Committee. The final total payouts of the Bonus Plan for fiscal year 2020 are set forth in column (e) of the Summary Compensation Table above.

Equity Compensation for Fiscal Year 2020

In 2020, equity awards were granted to the Named Executives in the form of one half PSUs and one half RSUs. The PSUs are earned from 0% -150% of the target number of PSUs awarded based on the Company’s relative total shareholder return (“TSR”) versus a predetermined retail REIT peer group over a three-year performance period. No PSUs or other performance equity awards were earned based on the Company’s TSR for fiscal year 2020. The previously awarded time based RSU equity grants continued to vest.

OUTSTANDING EQUITY AWARDS AT

FISCAL YEAR-END 2020

The following table and accompanying footnotes set forth certain information concerning unvested RSUs and allocated yet unearned PSUs for each Named Executive that are outstanding or allocated as of December 31, 2020. All monetary values are rounded to the nearest dollar and, to the extent appropriate or necessary, all share or unit amounts are rounded to the nearest whole share or unit. None of the Named Executives has transferred any of the awards that are reported in the table below.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#) (a)	Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($) (b)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾ (#) (c)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾ ($) (d)
Mr. Conforti	152,338⁽⁴⁾	$991,720	86,620	$563,896
Mr. Yale	19,504⁽⁵⁾	$126,971	6,268	$40,805
Mr. Demchak	16,254⁽⁶⁾	$105,814	5,223	$34,002

(1)

The listed amounts represents the aggregate market value of the unvested securities listed in column (a) as computed by multiplying the Common Shares’ closing market price of $6.51 per share as listed on the NYSE as of December 31, 2020 by the number of unvested securities listed in the adjacent column (a).

(2)

The listed amounts for the Named Executives represent payouts at the threshold level (25% of target PSUs) of performance for the PSUs granted as part of the 2020 Annual Awards and as part of the annual equity awards in fiscal years 2018 and 2019 as performance for each of these awards as of the end of fiscal year 2020 did not exceed threshold. The metric used for measuring performance for these awards is our relative TSR. For the CEO Special Award, the payout for the PSU portion of that award is also reported at threshold as the performance for this award as of the end of fiscal year 2020 did not exceed the threshold level of performance. The metric used for measuring performance for the CEO Special Award is our annualized TSR. With respect to the 2020 Annual Awards, the threshold level of performance for the Named Executives would be 17,289 PSUs for Mr. Conforti, 3,458 PSUs for Mr. Yale and 2,881 PSUs for Mr. Demchak. With respect to the 2019 annual equity awards (the “2019 Annual Awards”), the threshold level of performance for the Named Executives would be 6,944 PSUs for Mr. Conforti, 1,444 PSUs for Mr. Yale and 1,204 PSUs for Mr. Demchak. With respect to the 2018 annual equity awards (the “2018 Annual Awards”), the threshold level of performance for the Named Executives would be 6,831 PSUs for Mr. Conforti, 1,366 PSUs for Mr. Yale and 1,138 PSUs for Mr. Demchak. Mr. Conforti’s total also includes 55,556 PSUs that would constitute the payout for the threshold level (100% of allocated PSUs) of performance for the PSU component of the CEO Special Award. The reported amount in column (d) for each of the Named Executives is the sum of the dollar value of the estimated payout for threshold performance for the PSUs allocated as part of 2020 Annual Awards, 2019 Annual Awards, 2018 Annual Awards and, with respect to Mr. Conforti, threshold performance for the PSU component of the CEO Special Award. The performance period of the 2018 Annual Awards ended on February 20, 2021.

(3)	Listed amounts represent the aggregate market value of PSUs listed in column (c). The listed value was computed by multiplying the Common Shares’ closing market price of $6.51 listed on the NYSE as of December 31, 2020 by the number of PSUs listed in the adjacent column.

(4)

Total represents unvested RSUs held by Mr. Conforti as follows: (a) 46,104 unvested RSUs that shall vest in installments on February 25, 2022 and February 25, 2023; (b) 9,258 unvested RSUs that shall vest on February 20, 2022; and (c) 55,556 unvested RSUs that shall vest in three installments on August 2, 2022, August 2, 2023 and August 2, 2024. Also includes 23,053 unvested RSUs that vested on February 25, 2021 and 18,367 unvested RSUs that vested on February 20, 2021. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Conforti’s continued employment with the Company on the applicable vesting date.

(5)

Total represents unvested RSUs held by Mr. Yale. 11,146 of Mr. Yale’s unvested RSUs vest in installments in the future as follows: (a) 1,925 unvested RSUs shall vest on February 20, 2022 and (b) 9,221 unvested RSUs shall vest in installments on February 25, 2022 and February 25, 2023. 3,747 of Mr. Yale’s unvested RSUs vested on February 20, 2021 and another 4,611 unvested RSUs vested on February 25, 2021. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Yale’s continued employment on the applicable vesting date.

(6)

Total represents unvested RSUs held by Mr. Demchak. 16,254 of Mr. Demchak’s unvested RSUs vest as follows: (a) 3,123 unvested RSUs vested on February 20, 2021, (b) 3,842 unvested RSUs vested on February 25, 2021, (c) 1,605 unvested RSUs shall vest on February 20, 2022, and (d) 7,684 unvested RSUs shall vest in equal installments on February 25, 2022 and February 25, 2023. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Demchak’s continued employment on the applicable vesting date.

Potential Payments upon Termination or Change in Control

The arrangements we have with our Named Executives for severance payments and benefits following a change in control, termination of employment, or a change in control in connection with or that precedes a qualifying termination are memorialized in the respective Named Executive’s employment agreement. In this section, we will set forth the material terms of the respective employment agreement that govern these payments.

i.	Payment and benefits upon termination for any reason other than cause or by a Named Executive for good reason

The termination and severance benefits disclosed in this section for the Named Executives are included in their respective employment agreements and remain enforceable for the term of the respective employment agreement, including any extensions. The change in control severance benefits under the employment agreements of the Named Executives are structured as “double trigger” benefits. In other words, change in control does not itself trigger the severance benefits; rather, the change in control severance benefits discussed herein only become payable in the event of a termination of employment upon or within two (2) years after a change in control.

Under the employment agreements for the Named Executives (collectively, the “Employment Agreements” and each, singly, an “Employment Agreement”), if during the respective employment period under one or more of the Employment Agreements, the Company terminates the employment of a Named Executive for a reason other than cause or the Named Executive terminates employment for good reason (defined below), then the Company shall pay and provide to the terminated Named Executive a lump sum cash payment within thirty (30) days after the date of termination (defined below) that consists of: (1) the Named Executive’s unpaid annual base salary and vacation pay, (2) accrued and unpaid annual bonus or incentive compensation for the fiscal year immediately preceding the fiscal year in which the date of termination occurs, and (3) any unreimbursed business expenses (the sum of the amounts described in clauses (1) through (3) shall be referred to herein as the “Accrued Obligations”). Furthermore, subject to the terminated Named Executive’s continued compliance with the restrictive covenants regarding non-competition, non-solicitation, confidentiality and non-disparagement in the applicable Employment Agreement (the “Covenants”) and timely delivery (and non-revocation) of an executed release of claims against the Company, its affiliates and certain agents (a “Release”), the Company will further pay or provide the following to the terminated Named Executive:

payment in installments in accordance with the Company’s normal payroll practices of an amount equal to two (2) times the sum of: (I) the respective Named Executive’s annual base salary and (II) target bonus opportunity (“Target Bonus Payout Amount”) in effect for the year in which the date of termination occurs (all such payments, as applicable, for each Named Executive, a “Cash Severance Payment”);

to the extent permitted by the Company’s group health insurance carrier, subject to the Named Executive making a timely election to receive coverage provided to former employees under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and as would not cause the Company to incur tax or other penalties, the Company shall pay in installments to the terminated Named Executive an after-tax amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time, for eighteen (18) months following the date of termination, in accordance with the Company’s normal payroll practices (the “Post-Employment Health Care Benefits”);

full accelerated vesting of any outstanding time-based equity awards, such as RSUs, and the waiver of any service-based vesting conditions on any other outstanding equity-based or long-term performance awards; or, in the case of RSUs related to the CEO Special Award, accelerated vesting of a pro-rata portion of such RSUs equal to the total number of RSUs scheduled to vest on each vesting date of such award, multiplied by a fraction, the numerator of which is the number of days Mr. Conforti was employed with the Company from the grant date through the date of termination and the denominator of which is the number of days from the grant date through such vesting date (the “Time-Based Award Vesting Benefits”);

with respect to any outstanding PSUs or other performance-based awards, except for the PSUs related to the CEO Special Award, such awards shall be vested based on actual performance over the applicable performance period without regard to any applicable service vesting condition; or for the PSUs related to the CEO Special Award, the applicable performance period shall be deemed to have ended on the applicable date of termination and the attainment of the performance goals calculated by reference to performance as of Mr. Conforti’s date of termination and the vesting of a pro-rata portion of the earned PSUs scheduled to vest on each vesting date shall be accelerated with such proration equal to the number of earned PSUs scheduled to vest on each vesting date of such award, multiplied by a fraction, the numerator of which is the number of days Mr. Conforti was employed with the Company from the grant date through the date of termination and the denominator of which is the number of days from the grant date through such vesting date (the “Performance Award Vesting Benefits”);

subject to the terms of the applicable bonus plan in effect during the year in which the date of termination occurs, a pro rata portion of the Named Executive’s annual bonus for the year in which the date of termination occurs, based on: (I) the portion of such year the Named Executive was employed and (II) actual performance for such period (the “Pro-Rata Bonus”); and

to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Named Executive any other amounts or benefits required to be paid or provided or that the Named Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the date of termination (such other amounts and benefits, the “Other Benefits”).

ii.

Payment and benefits upon termination for cause or by a Named Executive without good reason

Under the Employment Agreements, in the event the Company terminates the employment of a Named Executive for cause or the Named Executive terminates employment without good reason (which may include a termination of employment resulting from the Named Executive giving a notice to the Company of his non-renewal of the respective Employment Agreement), then the respective Employment Agreement, as applicable, shall terminate without further obligations to the Named Executive other than the obligation to provide the terminated Named Executive with the: (1) Accrued Obligations and (2) Other Benefits. In the event the Named Executive is terminated for cause then the Accrued Obligations shall not include the Named Executive’s unpaid annual bonus for the year immediately preceding the year in which the date of termination occurred. Payments made under these circumstances shall be made at the same time and in the same form as payments made for Accrued Obligations following a termination for any reason other than cause or by the Named Executive for good reason.

iii.

Payment and benefits to a Named Executive upon termination for death or disability

In the event the employment of a Named Executive is terminated due to death or disability then the respective Employment Agreement shall terminate without further obligations to the Named Executive’s legal representatives, in the case of death, or to the Named Executive, in the case of disability, other than payment or provision of the: (1) Accrued Obligations, (2) Other Benefits, and (3) subject to the timely delivery of a Release (from the Named Executive in the case of disability and the legal representative(s) of the Named Executive in the case of death), the Time-Based Award Vesting Benefits, the Performance Award Vesting Benefits, the Post-Employment Health Care Benefits, and the Pro Rata Bonus. The term “Other Benefits,” in the context of payments and benefits following a termination due to the death of a Named Executive, shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company and, in the context of payments and benefits following a termination due to the disability of a Named Executive, shall include short-term and long-term disability benefits as in effect on the date of the Named Executive’s disability with respect to senior executives of the Company. Payments made and benefits provided under these circumstances shall be made at the same time and in the same form as payments made and benefits provided following a termination for any reason other than cause or by the Named Executive for good reason.

iv	Payment and benefits to a Named Executive upon termination following a change in control

In the event that during the respective employment period under any Employment Agreement either: (1) the Company terminates the employment of a Named Executive for any reason other than cause or due to the Named Executive’s death or disability or (2) the Named Executive terminates employment with the Company for good reason, in either case upon or within two (2) years after a change in control, then the Company shall pay to and provide the Named Executive with the following:

the Accrued Obligations;

the Other Benefits;

subject to the terminated Named Executive’s continued compliance with the Covenants and timely delivery of a Release, the following:

(I)

a Cash Severance Payment;

(II)

the Post-Employment Health Care Benefits;

(III)

full vesting of any outstanding RSUs (including PSUs converted into RSUs in connection with the change in control) or other service-based equity or equity-based awards;

(IV)

any PSUs that remain outstanding at the time of the termination of employment shall vest based on actual performance over the applicable performance period without regard to any applicable service vesting conditions; and

(V)

pro rata portion of the Named Executive’s Target Bonus Payout Amount for the year in which the termination of employment occurs, based on the portion of such year the Named Executive was employed.

In the event of a change in control, with respect to any performance-based equity awards outstanding as of the date of the change in control, (A) the performance period shall be deemed to have ended on the date of the change in control and the attainment of the performance goals shall be calculated by reference to performance as of the date of the change in control, as determined by the Compensation Committee in good faith in its sole discretion and (B) the number of performance-based equity awards earned pursuant to clause (A) shall be converted to time-vesting RSUs which shall vest as follows: (I) if the surviving or successor entity in the change in control does not continue, assume or replace such RSUs with a substitute grant with the same intrinsic value (“Substitute Stock”), then such RSUs will vest on the date of the change in control; or (II) if the surviving or successor entity in the change in control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of: (a) the last day of the original performance period (as set forth in the applicable award agreement between the Named Executive and the Company) if the Named Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates until the last day of such performance period or (b) the date that the Named Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated under circumstances as more fully described in the respective Employment Agreement, as applicable.

With respect to time-based equity awards outstanding as of the date of the change in control, such awards shall vest as follows: (A) if the surviving or successor entity in the change in control does not continue, assume or replace such RSUs with Substitute Stock, such RSUs will vest on the date of the change in control; or (B) if the surviving or successor entity in the change in control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of: (I) the original vesting date or dates (as set forth in the applicable award agreement between the Named Executive and the Company) if the Named Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates through such vesting date or (II) the date that the Named Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated under circumstances as more fully described in the respective Employment Agreement, as applicable.

No Named Executive has any obligation to seek employment or take any other action in the event employment is terminated in order to mitigate amounts payable or level of benefits due under any Employment Agreement following a covered termination. Furthermore, nothing in any Employment Agreement is intended to prevent or limit continuing or future participation in any plan, program, policy, contract, agreement, or practice provided by the Company or any affiliate and for which a Named Executive qualifies to participate. Also, under the Conforti Agreement, WPG will reimburse Mr. Conforti to the fullest extent permitted by law for legal fees and expenses reasonably incurred by Mr. Conforti as a result of Mr. Conforti, the Company, or others seeking to enforce the terms of his Employment Agreement; provided, however: (i) if such contest is initiated on or after a change in control or a change in control occurs during the pendency of such a contest, reimbursement of such fees and expenses will not be provided if Mr. Conforti is found pursuant to a judgment, decree, or order to not have acted in good faith in bringing or defending the contest and (ii) if such contest is initiated prior to a change in control and a change in control does not occur during the pendency of the contest, reimbursement of Mr. Conforti’s legal fees and expenses shall be provided only if Mr. Conforti substantially prevails on at least one substantive issue in the contest.

Definitions Used Above

For purposes of the discussion and disclosures provided above, the following definitions shall apply:

“cause” shall mean (i) a Named Executive’s willful failure to perform or substantially perform the Named Executive’s material duties with the Company; (ii) illegal conduct or gross misconduct by the Named Executive that, in either case, is willful and demonstrably and materially injurious to the Company’s business, financial condition or reputation, or, in the good faith determination of the Board, is potentially materially injurious to the Company’s business, financial condition or reputation; or (iii) a material breach by the Named Executive of that Named Executive’s obligations under the respective Employment Agreements, including without limitation, a material breach of the Covenants; or (iv) the Named Executive’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, a felony crime or a crime involving moral turpitude, fraud, forgery, embezzlement or similar conduct; provided, however, that the actions in (i), (ii) and (iii) above will not be considered cause unless the Named Executive has failed to cure such actions within thirty (30) days of receiving written notice specifying, with particularity, the events allegedly giving rise to cause; and, further provided, that such actions will not be considered cause unless the Company provides such written notice within ninety (90) days of any executive officer of the Company (excluding the respective Named Executive, if applicable at the time of such notice) or, with respect to Mr. Conforti, any member of the Board having knowledge of the relevant action. Further, no act or failure to act by the Named Executive will be deemed “willful” unless done or omitted to be done not in good faith or without reasonable belief that such action or omission was in the Company’s best interests, and any act or omission by the Named Executive pursuant to authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company will be deemed made in good faith and in the best interests of the Company.

“good reason” shall mean the occurrence of any one of the following events without the prior written consent of the respective Named Executive: (i) a material reduction in the Named Executive’s annual base salary or a material diminution of the Named Executive’s duties or responsibilities, authorities, powers or functions; or (ii) a relocation that would result in the Named Executive's (excluding Mr. Conforti) principal location of employment being moved thirty-five (35) miles or more away from the Named Executive's (excluding Mr. Conforti) principal place of employment as of the date of the respective Employment Agreement and, as a result, the Named Executive's (excluding Mr. Conforti) commute increasing by 35 miles or more; or (iii) any material breach of the respective Employment Agreement by the Company, including without limitation any material breach of the award agreements contemplated hereby or the Named Executive (excluding Mr. Conforti) being required to report other than directly to the CEO or the Board or, with respect to Mr. Conforti, being required to report other than solely and directly to the Board; or (iv) the Company’s issuance to the Named Executive of a notice of non-renewal; provided, however, that the actions in (i) through (iii) above will not be considered good reason unless the Named Executive shall describe the basis for the occurrence of the good reason event in reasonable detail in a notice of termination provided to the Company in writing within sixty (60) days of the Named Executive’s knowledge of the actions giving rise to the good reason, and the Company has failed to cure such actions within thirty (30) days of receiving such notice of termination (and if the Company does effect a cure within that period, such notice of termination shall be ineffective) and, provided, furtherthat the action in (iv) above will not be considered good reason unless the Named Executive shall duly serve through the end of the then-applicable employment period. Unless the ~~context otherwise requires, references~~Named Executive gives the Company a notice of termination for good reason within 120 days of the initial existence of any event which, after any applicable notice and the lapse of any applicable 30-day grace period, would constitute good reason, such event will cease to ~~"WPG," "the Company," "we," "us" or "our" refer to Washington Prime Group~~be an event constituting good reason.

“disability® ~~Inc. ("WPG Inc."), Washington Prime Group, L.P. ("WPG L.P.")~~”shall mean the “permanent and ~~entities~~total disability” of the Named Executive as defined in ~~which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.~~

~~General~~

~~WPG Inc. is an Indiana corporation that operates as a fully integrated, self-administered and self-managed real estate investment trust, or REIT, under~~Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the ~~"Code"~~“Code”). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income, exclusive of net capital gains, and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing, or ~~eliminating~~ any corporate level taxation to WPG Inc. WPG L.P. is WPG Inc.'s majority-owned limited partnership subsidiary that owns, develops, and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. issuccessor provision thereto.

“change in control”shall mean the sole general partner of WPG L.P. We own, develop and manage enclosed retail properties and open air properties. As of December 31, 2020, our assets consisted of material interests in 101 shopping centers in the United States, comprised of approximately 53 million square feet of managed gross leasable area ("GLA").

On December 17, 2020, the Company's common shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation that effectuated a reverse-stock split (the "Split"). See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for additional details.

For a description of our other operational strategies and developments in our business during 2020 see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Form 10-K.

~~Recent Developments~~

~~Restructuring & Going Concern~~

The Company has engaged in discussions with certain holders of the Company’s Senior Notes due 2024 (the "Senior Notes") and certain other stakeholders with respect to potential deleveraging or restructuring transactions. These discussions have included negotiations of the terms and conditions of a financial restructuring (the "Restructuring") of the existing debt of, existing equity interests in, and certain other obligations of the Company and certain of its direct and indirect subsidiaries (the "Company Parties"). The Restructuring may need to be implemented pursuant to a plan of reorganization (a "Plan") to be filed in cases commenced under chapter 11 ("Chapter 11 Cases") of the United States Bankruptcy Code (the "Bankruptcy Code"). Although the Company continues to be open to all discussions with the holders of the Senior Notes and its other stakeholders regarding a potential Restructuring, there can be no assurance we will reach an agreement regarding a Restructuring in a timely manner, on terms that are attractive to us, or at all. The Company expects to continue to provide quality service to its customers without interruption and work with its business partners as usual during the course of these discussions and any potential transaction.

On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment due on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. We elected to enter into the grace period in order to collaborate with our stakeholders regarding the Restructuring. The Company does not expect to make the interest payment on the last day of such grace period. The failure to make the interest payment will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes, which will result in a cross default under the credit agreements governing our credit facilities. On March 16, 2021, we entered into forbearance agreements (the "Forbearance Agreements") with certain holders of our Senior Notes and the administrative agents of our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment or certain other defaults (in the case of the credit agreements) until the earlier of March 31, 2021 and the occurrencehappening of any of the early termination events specified in the agreements (the "Forbearance Periods"). There are no assurances that we will be able to extend the Forbearance Periods or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods.following events:

Our intentions are to consummate the Restructuring and to generate sufficient liquidity from the Restructuring to meet our obligations and operating needs. These factors, among others, create substantial doubt about the Company’s ability to continue as a going concern.

(i)

any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the Company’s then outstanding voting securities entitled to vote generally in the election of directors;

(ii)

individuals who, immediately following the consummation of the distribution of the Common Stock to the shareholders of Simon Property Group, Inc. (if reference is the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the “2014 Plan”)) or the Company (if reference is to 2019 Washington Prime Group, L.P. Stock Incentive Plan), constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 6, 2014 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(iii)

a reorganization, merger or consolidation of the Company, in each case unless, following such reorganization, merger or consolidation, (A) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their beneficial ownership, immediately prior to such reorganization, merger or consolidation, of the Company’s outstanding voting securities, (B) no person (excluding the Company, any employee benefit plan or related trust of the Company or such corporation resulting from such reorganization, merger or consolidation and any person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty-five percent (25%) or more of the Company’s outstanding voting securities) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;

~~See “Risk Factors - Risks Related~~

(iv)

the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which following such sale or other disposition (A) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities entitled to vote generally in the election of directors immediately prior to such sale or other disposition in substantially the same proportion as their beneficial ownership, immediately prior to such sale or other disposition, of the Company’s outstanding voting securities, (B) no person (excluding the Company, any employee benefit plan or related trust of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty-five percent (25%) or more of the Company’s outstanding voting securities) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or

(v)

approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Additionally, to ~~Liquidity~~the extent the impact of a change in control on a payment would subject a Named Executive to additional taxes under the Code, a change in control for purposes of such payment will mean both a change in control and ~~Financing Activity,~~a “change in the ownership of a corporation,” ~~“Item 7. Management’s Discussion and Analysis~~“change in the effective control of ~~Financial Condition and Results~~a corporation,” or a “change in the ownership of ~~Operations - Recent Developments” and Note 2~~a substantial portion of a corporation’s assets” within the meaning of Section 409A of the ~~Notes to Consolidated Financial Statements for more information on the Restructuring~~Code and the ~~risks related thereto. Refer~~regulations promulgated thereunder as applied to ~~“Item 7. Management’s Discussion and Analysis~~the Company.

“date of ~~Financial Condition and Results~~termination” shall mean (i) if the Named Executive’s employment is terminated by the Company (A) for cause or (B) for any reason other than for cause, or due to the Named Executive’s death or disability, the date of ~~Operations - Recent Developments” and Note 2~~receipt of the ~~Notes to Consolidated Financial Statements~~notice of termination or any later date specified therein (which date shall not be more than thirty (30) days after the giving of such notice), (ii) if the Named Executive’s employment is terminated by reason of death or by the Company for ~~further discussion~~disability, the date of death of the Named Executive or the disability effective date, as the case may be, (iii) if the Named Executive’s employment is terminated by the Named Executive for good reason or without good reason, thirty (30) days from the date of the Company’s ~~ability to continue~~receipt of the notice of termination, or such later date as ~~a going concern and Note 6 for further detail of our debt obligations as of and for the year ended December 31, 2020.~~

~~COVID-19 Impact~~

~~During March 2020, a global pandemic was declared~~is mutually agreed by the ~~World Health Organization related~~Company and the Named Executive (subject to the ~~rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted~~Company’s right, if applicable, to cure the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy and infrastructure. While certain of our shopping centers were impacted by jurisdictional closuresgood reason event), or ~~capacity limitations during the second quarter of 2020, all of our shopping centers were open as of~~ December 31, 2020, albeit subject to certain applicable operational limitations and restrictions. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which have resulted in a reduction to our fiscal year 2020 rental income by approximately $24.1 million due to the rent abatements, with additional impact to our fiscal year 2020 operating cash flows due to the rent deferrals. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of approximately $52.4 million, including the change in estimate of collectibility of accrued (straight-line) rent. The COVID-19 global pandemic also resulted in the Company taking cost saving and capital preservation steps during 2020. For a complete list of these steps, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

~~Segments~~

~~Our primary business~~(iv) if Named Executive’s employment is the ownership, development and management of retail real estate within the United States. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of tenants and, in many cases, the same tenants. For the year ended December 31, 2020, Signet Jewelers, Ltd. (based on common parent ownership of tenants including, but not limited to, Body by Pagoda, Jared's, Kay Jewelers, Piercing Pagoda, and Zales Jewelers) accounted for approximately 2.7% of our base minimum rents. Further, Signet Jewelers, Ltd., Dick's Sporting Goods (based on common parent ownership including Dick's Sporting Goods, Field & Stream, and Golf Galaxy) and Footlocker, Inc. (based on common parent ownership including Champs Sports, Foot Action USA, Footlocker, Kids Footlocker, and Lady Footlocker), in aggregate, comprised approximately 6.8% of our base minimum rents. Additionally, at this time, we have eight retail companies on our high risk credit watch list, representing 59 stores and approximately 4% of our total rents. See Item 2. "Properties" for further information on tenant mix.

~~Risk Factor Summary~~

The following summarizes the principal factors that make an investment in our Company speculative or risky, all of which are more fully described in the Item 1A. Risk Factors. This summary should be read in conjunction with the Item 1A. Risk Factors and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.

~~Risks Related to Liquidity and Financing Activity~~

~~Our capital structure involves exposure to risks, including those related to:~~

•~~our ability to comply with the terms of our debt agreements and applicable covenants, including~~terminated as a result of the ~~missed interest payment with respect~~Company’s issuance to ~~our Senior Notes~~him of a notice of non-renewal, the date of termination shall be the last day of the applicable employment period or such later date as is mutually agreed by the Company and the ~~defaults under~~Named Executive. Notwithstanding the ~~indenture governing our Senior Notes~~foregoing, in no event shall the date of termination occur until the Named Executive experiences a “separation from service” within the meaning of Section 409A of the Code and, ~~our credit agreements;~~

•~~our ability to repay, restructure, or refinance existing and future debt on favorable terms, or at all;~~

•~~increases in interest rates;~~

•~~changes affecting the availability of LIBOR; and~~

•~~hedging of interest rate risk.~~

~~Risks Related~~notwithstanding anything contained herein to the ~~COVID-19 Pandemic~~contrary, the date on which such separation from service takes place shall be the date of termination.

~~Our operations are subject to various risks associated~~

Director Compensation

During 2020, the non-employee members of our Board received a compensation package consisting of a combination of quarterly cash payments and an equity grant made in May 2020 (the “Director Retainer Package”). The aggregate value of the Director Retainer Package is $230,000, with $110,000 in cash and $120,000 in equity. In addition, the ~~COVID-19 pandemic, including those related to:~~

•~~disruption~~Board Chairman receives an additional retainer of $220,000 in ~~non-essential in-person retail and store closures;~~

•~~revenue declines due to shutdowns and bankruptcies;~~

•~~delays in redevelopments;~~

•~~asset impairments;~~

•~~volatility~~cash for his service in the ~~economy and workforce (including our own); and~~role.

•~~covenant compliance and remaining a going concern.~~

~~Risks Related~~Board members were permitted to ~~Our Business and Operations~~

~~Our business model and the operations of our business involve various risks, including those related to:~~

•~~our ability~~elect to ~~renew leases~~receive some or ~~relet our properties at favorable terms;~~

•~~increases in expenses that can be reimbursed through leases;~~

•~~reliance on anchor stores or major tenants to maintain occupancy at our properties;~~

•~~costs related to acquire, develop or re-develop properties;~~

•~~asset impairments;~~

•~~competition from nearby shopping centers;~~

•~~loss of key personnel;~~

•~~our joint venture structures and relationships;~~

•~~financial health of our tenants; and~~

•~~economic and market conditions.~~

~~Risks Related to Environmental Issues~~

~~Due to the nature of our business, we are exposed to certain environmental risks, including those related to:~~

•~~environmental remediation issues;~~

•~~environmental regulatory requirements;~~

•~~uninsured losses or losses in excess of insured amounts; and~~

•~~climate change and natural disasters.~~

~~Risks Related to Technology~~

~~We are exposed to certain technology risks, including those related to:~~

•~~implementation of new systems or upgrades to existing systems; and~~

•~~cybersecurity incidents.~~

~~Risks Related to the Separation from Simon Property Group ("SPG")~~

~~We are exposed to certain risks related to our separation from SPG, including those related to:~~

•~~potential indemnification liabilities to SPG; and~~

•~~insufficient indemnities from SPG to insure use against potential pre-distribution liabilities.~~

~~Risks Related to WPG Inc.'s Status as a REIT~~

~~As a result of our status as a REIT, we are exposed to various risks, including those related to:~~

•~~our ability to remain qualified as a REIT;~~

•~~exposure to legislative, administrative, regulatory or other actions affecting REITs and our stockholders;~~

•~~distribution and other requirements of a REIT and;~~

•~~share ownership limits of REITs.~~

~~Risks Related to Our Common and Preferred Shares/Units~~

~~Our common and preferred shares/units are exposed to certain risks, including those related to:~~

•~~timing, amount or payment of distributions, if any;~~

•~~volatility~~all of the ~~market value or trading price of common and preferred shares;~~

•~~future dilution of ownership;~~

•~~limits on our ability to execute transactions that shareholders may consider favorable due to certain provisions in our articles of incorporation, bylaws, and/or limited partnership agreements and;~~

•~~significant shareholder influence that may be adverse to our best interests and those of other shareholders.~~

~~Risks Related to Regulatory Requirements~~

~~As a public company, we are exposed to certain risks, including those related to:~~

•~~our failure to maintain effective internal controls over financial reporting in accordance with the Sarbanes-Oxley Act.~~

~~Other Policies~~

The following is a discussion of our investment policies, financing policies, conflicts of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

~~Investment Policies~~

We are in the business of owning, managing, developing, and operating enclosed and open air retail properties 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 of WPG Inc. under federal tax laws as well as our own internal policies concerning conflicts of interest and related party transactions. 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 combinationscash portion 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~~Director Retainer Package in the form of ~~general or limited partnership or membership interests in special purpose partnerships and limited liability companies~~RSUs (the “Equity Election”) that ~~own one or more properties. We may,~~would vest on the same schedule as the RSUs that comprise the equity portion of the Director Retainer Package from May to the following May. As reflected in the ~~future, acquire all or substantially all~~table below, Mr. Birge made the Equity Election in 2019 and 2020 in which the entire cash portion of his retainer was paid in RSUs, and Mr. Laikin made the Equity Election in 2019 that resulted in a portion of the ~~securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.~~

~~Financing Policies~~

Because WPG Inc.'s REIT qualification requires it to distribute at least 90% of its taxable income, exclusive of net capital gains, we may from time to time access the capital markets to raise the funds necessary to finance operations, acquisitions, strategic investments, development and redevelopment opportunities, and to refinance maturing debt. We must comply with customary covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined in such agreements. For example, WPG L.P.'s current line of credit and term loans contain covenants that restrict the total amount of debt of WPG L.P. to 60% of total assets, as defined under the related agreements, and secured debt to 40% of total assets, with slight easing of restrictionscash retainer received during the ~~four trailing quarters following a portfolio acquisition. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore,~~first half of 2020 being paid in RSUs granted in the ~~amount of debt that we may incur is limited as a practical matter by our desire~~prior year.

RSUs vest, subject to ~~maintain acceptable ratings for our equity securities and debt securities of WPG L.P.~~

If WPG Inc.'s 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, 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 mannermember’s continued service, over one year, 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~~will be convertible into ~~common stock. Existing shareholders have no preemptive right to purchase shares in any subsequent offering of WPG Inc.'s securities. Any such offering could dilute~~ a ~~shareholder's investment in WPG Inc.~~

~~We expect most future borrowings would be made through WPG L.P. or its subsidiaries. Borrowings may be in~~Common Share when 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. See "Financing and Debt" within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Form 10-K for a discussion of our debt arrangements as of December 31, 2020.

We could potentially issue additional debt securities through WPG L.P., and we may issue such debt securities which may be convertible into capital stock or be accompanied by warrants to purchase capital stock. We also may sell or securitize our lease receivables.

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, or sale or exchange of ownership interests in properties, including through the formation of joint venture agreements or other arrangements.

~~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, credit facilities, unsecured note indentures and other contracts may limit our ability to borrow and contain limitsBoard member’s service on the ~~amount of secured indebtedness we may incur.~~

~~Typically, we will invest~~Board ends. For fiscal year 2020, outstanding RSUs held by non-employee incumbent Board members earned Common Share dividend equivalent payments in ~~or form special purpose entities~~cash, equal 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 structured with the intention of not being 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.

~~Conflicts of Interest Policies~~

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and those of the Board of Directors.

Under WPG Inc.’s Governance Principles, directors must disclose to the rest of the Board of Directors any potential conflict of interest they may have with respect to any matter under discussion and, if appropriate, recuse themselves from Board of Director discussions of, and/or refrain from voting on, such matter. Directors shall not have a duty to communicate or present any corporate opportunity to WPG Inc. and WPG Inc. renounces any interest or expectancy in such opportunity and waives any claim against a director arising from the fact that he or she does not present the opportunity to WPG Inc. or pursues or facilitates the pursuit of the opportunity by others; provided, however, that the foregoing shall not apply in a case in which a director is presented with a corporate opportunity in writing expressly in his or her capacity as a director of WPG Inc. The same requirement applies to officers of WPG Inc.

In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of WPG Inc.'s Board of Directors, Governance and Nominating Committee, Audit Committee and Compensation Committee must qualify as independent under the listing standards for New York Stock Exchange listed companies. Any transaction between us and any officer, WPG Inc. director or any family member of any of the foregoing persons, or 5% shareholder of WPG Inc. must be approved or ratified pursuant to our related party transaction policy.

~~Policies With Respect To Certain Other Activities~~

We intend to make investments which are consistent with WPG Inc.'s qualification as a REIT, unless the Board of Directors determines that it is no longer in WPG Inc.'s best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. Subject to the approval of our Board of Directors, the REIT requirements permit us to offer shares of our capital stock or other securities in exchange for property. Additionally, subject to the approval of our Board of Directors, the REIT requirements permit us to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, orregular cash at our option, to holders of units in future periods upon exercise of such holders' rights under the Operating Partnership agreement. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans for real estate properties owned by others.

~~Competition~~

The retail real estate industry is dynamic and competitive. We compete with other public and private real estate companies, including those that manage and own malls, power centers, strip centers, lifestyle centers, outlet centers, and community centers, as well as other commercial real estate developers and real estate owners, particularly those with properties near our properties, on the basis of several factors including quality, design, and location as well as rental rates. We also compete with these companies to attract customers to our properties by attracting and retaining a diverse mix of anchor, in-line and other tenants. We believe these tenants consider all of the aforementioned factors as well as consumer demographics and management and operational expertise when making their leasing decisions.

In addition, because our revenue potential is linked to the success of our retailers, we indirectly share exposure to the same competitive factors and market forces that our retail tenants experience in their respective markets when trying to attract individual shoppers. These dynamics include general competition from other retail properties and retailers, as well as competition from an increasing variety of different retail formats, including internet retailing sites and catalogs which provide retailers with distribution options beyond brick and mortar retail stores. The existence of these competitive alternatives could have a material adverse effect on our ability to lease, develop and redevelop traditional commercial retail space and on the level of rents we can obtain.

~~Seasonality~~

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during our fiscal fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, enclosed retail properties achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season, with such tenants vacating early in the subsequent year. 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.

~~Environmental Matters~~

We are exposed to various environmental risks that may result in unanticipated losses and affect our operating results and financial condition. See Item 1A. "Risk Factors" for information concerning the potential effects of environmental regulations on our operations.

~~Intellectual Property~~

~~WPG L.P., by and through its affiliates, holds service marks registered with the United States ("U.S.") Patent and Trademark Office, including the terms Washington Prime Group~~® ~~(expiration date January 2028), The Outlet Collection~~® ~~(expiration date October 2023), Shelby’s Sugar Shop~~® ~~(expiration date September 2028), and TANGIBLE~~® ~~(expiration date September 2028) as well as the names of certain of our properties such as Scottsdale Quarter~~® ~~(expiration date November 2029), Town Center at Aurora~~® ~~(expiration date October 2026), and Polaris Fashion Place~~® (expiration date July 2022), and other marketing terms, phrases, and materials we use to promote our business, services, and properties. Additionally, WPG L.P. holds U.S. Patent No. 10,540,702 issued on January 21, 2020 and expiring September 19, 2037, which is used as part of the TANGIBLE technology.

~~Sustainability~~

~~ESG (Environmental, Social and Governance)~~

We know that ESG practices, otherwise known as sustainability, are important to our stakeholders, and they are important to the Company as we believe incorporating sustainable practices into our business model will add long term value to our portfolio of shopping centers and retail town centers. Sustainability is a strong commitment to the communities where we operate that allows us to embrace opportunities to improve the lives of our colleagues, guests, and the environment. Sustainability comes to life in the ways we manage and redevelop our retail town centers, provide dynamic experiences for our guests, conduct business with our partners, engage with our communities and create a productive and positive work environment for our colleagues.

The Board of Directors’ Sustainability Committee, as well as our internal, interdisciplinary ESG Executive Steering Committee and ESG Task Force, work together to make continuous enterprise-wide progress on our ESG objectives. While 2020 has provided for challenges due to the COVID-19 global pandemic, the Company executed the following key achievements:

•Completed an ESG materiality assessment to determine key areas of focus including sustainable infrastructure, diversity and inclusion, business ethics, resource management, climate change and engaging with tenants and suppliers on sustainability. The cross functional ESG Task Force collaborates on agreed upon actions to improve our systems and performance in key areas;

•~~Partnered with Electrify America and Tesla and installed nearly 200 electronic charging stations at 13 property locations, with an additional 75 to 100 charging stations in progress;~~

•Completed the installation an approximately 1,300 kilowatt ("kW") rooftop solar system at Weberstown Mall, located in Stockton, California. When considering the existing approximately 1,100 kW rooftop solar system at Jefferson Valley Mall, located in Yorktown Heights, New York, we expect to generate more than 2.5 million kW hours of green energy per year, or the lifetime equivalent of eliminating more than 80,000 barrels of oil;

•Completed Light Emitting Diode ("LED") retrofit projects at certain properties, earning recognition from Big Shine Energy, a supplier of energy efficient LED and HVAC services, as a recipient of their 2020 Sustainability Award;

•~~Launched an ESG microsite (www.washingtonprime.com/esg);~~

•Navigated the complex process of reopening our properties and staying open during the COVID-19 pandemic, prioritizing the safety of our guests, tenants and colleagues; in accordance with Centers for Disease Control ("CDC") guidelines, interior high touchpoint areas are frequently disinfected using EPA-approved sanitation chemicals and efforts allow for enhanced workspace cleaning; through on-site signage, digital communications, and active and ongoing encouragement by property security teams, we established our COVID-19 Code of Conduct and continue to remind our guests to self-screen before visiting our shopping centers and retail town centers, wear CDC-recommended facial coverings, and maintain six feet of distance;

•Established our WPG Cares initiative, where local management teams embrace their roles as community ambassadors and work with local organizations to transform our retail town centers into spaces for social good, completing over 1,000 community goodwill efforts, including serving as distribution centers for personal protective equipment and medical supplies, hosting COVID-19 testing sites, providing space for food drives and meal distribution services, hosting blood drives, providing a socially distant location for voter registration, serving as COVID-19 vaccination sites and much more;

•Established our Open for Small Business initiative, in conjunction with the Institute for Justice Clinic on Entrepreneurship and members of the University of Chicago faculty, to address some of the most pressing needs of small businesses as they navigate the COVID-19 global pandemic, including through the development of a standardized lease modification template;

•Provided approximately $7.0 million in rent subsidies to small businesses, including approximately $4.5 million in economic relief to minority owned small businesses, approximately $0.6 million in tenant allowances on new local and temporary deals, and approximately $0.5 million in emergency capital for existing local and regional tenants; as well as hosting more than 30 complimentary webinars which provide valuable resources and insights to small businesses;

•Established Retail To-Go to enable our tenants to continue doing business and stay connected with guests during the COVID-19 pandemic; we continue to support our retailers, restaurants and guests through Retail To-Go, where shoppers can make an order at participating businesses and then arrange for pick up at designated curbside locations; Retail To-Go continues to provide a contactless and convenient way for guests to shop at our shopping centers and retail town centers;

•Developed Well Picked Goods, a weekly digital curation of products from tenants at a particular retail town center, to maintain guest loyalty and incent a return to our retail town centers following COVID-19 temporary retail closures as selecteddividends declared by the ~~property’s general manager; through Well Picked Goods, guests who purchased products from the curated list were eligible to receive a gift card once the retail town center reopened;~~

•Supported community-centric brands and provided support to small businesses during the COVID-19 pandemic through Tangible™ Collective, an innovative concept which brings together the best of brick-and-mortar and e-commerce and offers guests the opportunity to try unique, online-only products in a physical space;

•Established a partnership with the country’s largest not-for-profit freestanding pediatric health care network, Nationwide Children’s Hospital, for its On Our Sleeves™ movement to transform children’s mental health through education, advocacy and research; our KidX Clubs® shared weekly emails with resources and activities created by Nationwide Children’s Hospital behavioral health experts that were designed to enlighten families on mental health and overall wellness topics, as the COVID-19 pandemic has exacerbated mental health challenges for many children;

•Established a partnership with Highlights, an award-winning global family media brand, to launch our first virtual KidX Club® summer program at a time when working parents were scrambling to determine how best to support kids at home with limited childcare options; our KidX Club powered by Highlights@Home offered free, twice-weekly collections of themed activity packs, including stories, puzzles, videos, games, and suggestions for performing random acts of kindness; and

•Established drive-through events to support our communities during the back-to-school season which was disrupted by the COVID-19 pandemic, including events that encouraged guests to drop off items for our Stuff the Bus school supply drives resulting in more than 6,400 backpacks collected for students and teacher appreciation events which offered exclusive discounts, live music, raffles and complimentary meals to support and recognize educators.

~~Additional information related to our ESG objectives and efforts can be found at www.washingtonprime.com/esg.~~

~~Human Capital~~

We believe that our colleagues, or employees, are one of our greatest resources. In order to attract and retain high performing, diverse individuals, we are committed to partnering with our colleagues to provide opportunities for their professional development and promote their well-being. To that end, we have undertaken various initiatives, including the following:

•Created a cross-functional Inclusion Committee, committed to identifying, educating and addressing diversity and inclusion opportunities and taking action to create long term, meaningful change, as well as celebrating our individual differences, resulting in the following;

◦Encouraged colleagues to share feedback through an anonymous Diversity and Inclusion survey with results being shared with the Inclusion Committee and senior leadership to inform WPG efforts and initiatives;

◦~~Established and implemented new Diversity and Inclusion training program, required of all colleagues and resulting in the completion of 3,701 hours of training over a 12-week period;~~

◦Shifted recruiting strategy to attract and retain people of color, including the establishment of a partnership with schools focused on underserved populations to provide exposure to the career opportunities in the REIT industry;

◦As a result of our Diversity and Inclusion survey, the Inclusion Committee assessed and refreshed our Company values, enhancing and replacing our former value statements to better represent our core beliefs and top priorities; as part of the launch of our new 'WE ARE WPG' values, we continue to celebrate and promote one value statement each month in PRIMEWEEKLY, our company-wide, internal e-newsletter, to continually reinforce and communicate our values;

◦Committed to the full inclusion of all qualified colleagues and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act, as amended and WPG values;

◦Established Martin Luther King, Jr. Day as a paid holiday; and in recognizing Martin King Luther Jr. Day as a national day of service, we encouraged colleagues to find service opportunities within their communities;

◦~~Established across the organization the promotion, recognition and celebration of diverse cultural and ethnic holidays, observances and important moments, and;~~

◦Empowered our local management teams to celebrate cultural holidays that are valued most in their communities through the creation of activation guides and resources to help honor important events such as Black History Month, Hispanic Heritage Month, National Diversity Week, Native American Heritage Month, Pride Month, and Women’s Equality Day, among others; during the holiday season, many of our retail town centers also host menorah lightings and offer a gathering place for guests to celebrate Hanukkah and Kwanzaa.

•~~Focusing on creating a workplace that values the health, wellbeing, safety, and engagement of our colleagues, including the following efforts:~~

◦Providing training to colleagues on COVID-19 safety guidelines, and encouraging our tenants to implement COVID-19 safety guidelines and training for their employees; we also provide our colleagues with personal protection equipment to be used when performing work duties, interacting with other persons, or as mandated by state and local jurisdictions;

◦~~Providing remote work options during the COVID-19 pandemic;~~

◦Continuing to provide colleagues an opportunity to share feedback through anonymous, ongoing surveys which are included in PRIMEWEEKLY; ongoing survey topics include Diversity and Inclusion and COVDI-19 response; colleagues are frequently reminded of additional resources available to share anonymous feedback including WPG's third party Ethics and Compliance Hotline;

◦Surveying all colleagues on an annual basis to gain insights about their experience working at WPG; responses on a variety of topics are used to obtain anonymous feedback and suggestions, to gauge the overall engagement levels of our colleagues by locations and departments, and inform existing and future WPG initiatives;

◦~~Providing all full-time colleagues 16 hours of additional paid time off to volunteer within their communities with organizations that are important to them individually, and;~~

◦~~Providing annual reviews and regular feedback to assist in colleague development and provide opportunities for suggestions to management and safely register complaints.~~

~~At December 31, 2020, we had 773 employees, of which 56 were part-time. We believe our employees are engaged and our relationships are strong, positive and mutually beneficial.~~

~~Headquarters~~

Our corporate headquarters are located at 180 East Broad Street, Columbus, Ohio 43215, and our telephone number is (614) 621-9000. We have an additional corporate office located at 111 Monument Circle, Indianapolis, Indiana 46204.

~~Available Information~~

WPG Inc. and WPG L.P. file this Annual Report on Form 10-K and other periodic reports and statements electronically with the SEC. The SEC maintains an Internet site that contains reports, statements and proxy and information statements, and other information provided by issuers at www.sec.gov. WPG Inc.'s and WPG L.P.'s reports and statements, including amendments, are also available free of charge on its website, www.washingtonprime.com, as soon as reasonably practicable after such documents are filed with the SEC. The information contained on our website is not incorporated by reference into this report and such information should not be considered a part of this report.

~~Item 1A. Risk Factors~~

~~Introduction & Executive Summary~~

The following risk factors, among others, could materially affect our business, financial condition, operating results, cash flows, assets, fiscal outlook and business reputation. These risk factors may describe situations and circumstances beyond our control and you should carefully consider them. Additional risks and uncertainties not presently known to us or that are currently not believed to be material could also affect our actual results. We may update these risk factors in our future periodic reports, other filings, and public announcements.

•~~Risks Related to Liquidity and Financing Activity~~

•~~Risks Related to the COVID-19 Pandemic~~

•~~Risks Related to Our Business and Operations~~

•~~Risks Related to Environmental Issues~~

•~~Risks Related to Technology~~

•~~Risks Related to the Separation from Simon Property Group ("SPG")~~

•~~Risks Related to WPG Inc.'s Status as a REIT~~

•~~Risks Related to Our Common and Preferred Shares/Units~~

•~~Risks Related to Regulatory Requirements~~

~~Risks Related to Liquidity and Financing Activity~~

We did not make the interest payment on the Senior Notes due on February 15, 2021, which is expected to result in an event of default under the indenture governing the Senior Notes and a cross-default under certain of our other indebtedness. These factors, among others, create substantial doubt about the Company's ability to continue as a going concern.

We had an interest payment of approximately $23.2 million due on February 15, 2021 to holders of the Senior Notes, which we did not pay as we continue discussions with noteholders, lenders under our credit agreements and other holders of our debt in order to find alternatives to improve our long-term capital structure. The missed interest payment will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes. Upon the missed interest payment becoming an event of default, the trustee for the Senior Notes or holders of at least 25% in principal amount of the Senior Notes may declare the principal and any interest immediately due and payable. An event of default under the Senior Notes indenture will result in a cross default under the agreements governing certain of our other indebtedness, including credit agreements governing our corporate credit facilities. Upon an event of default under the credit agreements governing our corporate credit facilities, our loans thereunder will bear interest at the default rate. While we have entered into Forbearance AgreementsBoard with respect to the ~~defaults under~~Common Shares and actually paid on the indenture and corporate credit agreements, there can be no assurances that we will be able to extend the Forbearance Periods thereunder or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods. If we are not successful in refinancing or restructuring our debt, or accessing additional liquidity, we will not be able to fund all our commitments to the holders of our indebtedness, including the holders of the Senior Notes and the lenders under the credit agreements. Although we are in active discussions with representatives of our lenders and holders of the Senior Notes regarding alternatives to restructure our capital structure, we can provide no assurance thatCommon Shares, until such ~~restructuring will be available on terms that are acceptable to us or at all. These factors, among others, create substantial doubt about the Company's ability to continue as a going concern.~~

There is no assurance that we will be able to reach an agreement in principle with our noteholders and/or lenders regarding a potential Restructuring, comply with the terms thereof or consummate the transactions contemplated thereby.

The Company is engaged in discussions with its noteholders and lenders with respect to potential deleveraging or restructuring transactions. These discussions have included negotiations of the terms and conditions of the Restructuring of the existing debt of, existing equity interests in, and certain other obligations ofdividends were suspended by the Company ~~Parties, expected to be set forth~~ in a non-binding restructuring term sheet (the "Restructuring Term Sheet") and ultimately documented in a binding restructuring support agreement (the "Restructuring Support Agreement"). We have not yet reached an agreement on mutually acceptable terms and conditions with our noteholders and lenders regarding a possible transaction. There can be no assurance that we will be able to reach an agreement-in-principle with respect to a Restructuring Term Sheet or successfully negotiate or enterApril 2020. The value of any dividend equivalent payments made during 2020 is factored into ~~a Restructuring Support Agreement on~~ the ~~terms set forth in a Restructuring Term Sheet, or at all.~~

Our intentions are to consummate the Restructuring and to generate sufficient liquidity from the Restructuring to meet our obligations and operating needs. If the Company enters into a Restructuring Term Sheet and a Restructuring Support Agreement, we expect there will be certain material conditions that we must satisfy, including the timely satisfaction of specified milestones related to the solicitation of votes to approve a Plan, commencement of Chapter 11 Cases under the

Bankruptcy Code, confirmation of the Plan, consummation of the Plan, and the entry of orders relating to any debtor-in-possession facility ("DIP Facility"). Our ability to timely complete such milestones required to consummate the Restructuring is subject to risks and uncertainties many of which are beyond our control. These factors, together with the Company's limited liquidity, recurring losses from operations and accumulated deficit, create substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that we will be able to successfully consummate the Restructuring on the terms set forth in any Restructuring Term Sheet or Restructuring Support Agreement, or at all, or realize all or any of the expected benefits from the Restructuring.

We may seek the protection of the bankruptcy court, which would subject us to the risks and uncertainties associated with bankruptcy and may harm our business and place our equity holders at significant risk of losing all of their investmentgrant date fair value reported in the ~~Company.~~

~~If we seek the protection of the bankruptcy court, our operations~~table below and ability to develop and execute our business plan, and our ability to continue as a going concern, are subject to the risks and uncertainties associated with bankruptcy. As such, seeking bankruptcy court protection could have a material adverse effect on our business, financial condition, results of operations and liquidity. During any Chapter 11 Cases, our senior management would be required to spend a significant amount of time and effort attending to the Restructuring instead of focusing exclusively on our business operations. bankruptcy court protection also might make it more difficult to retain management and other employees necessary to the success and growth of our business.

~~Other significant risks include the following:~~

•~~our ability to prosecute, confirm and consummate a Plan;~~

•~~the high costs of bankruptcy and related fees;~~

•~~the imposition of restrictions or obligations on the Company by regulators related to the bankruptcy;~~

•~~our ability to obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence;~~

•~~our ability to maintain our relationships with our tenants, service providers, customers employees, and other third parties;~~

•~~our ability to maintain contracts that are critical to our operations; and~~

•~~the actions and decisions of our debtholders and other third parties who have interests in our chapter 11 proceedings that may be inconsistent with our plans.~~

~~Delays in Chapter 11 Cases increase the risks of our being unable to reorganize our business and emerge from bankruptcy and increase our costs associated with the bankruptcy process.~~

Although we expect the confirmation of a Plan will be implemented through an orderly plan of reorganization, there can be no assurance that we will be able to implement such a Plan. In order for any proposed plan of reorganization to be confirmed, the Bankruptcy Code, in addition to other legal requirements, requires that at least one impaired class of claims votes to accept the plan of reorganization. In order for a class of creditors to approve a plan of reorganization, the plan must be approved by more than one-half of the total number of claim holders and at least two-thirds in claim amount by those who vote within the class. In addition to obtaining the required votes, the requirements for a bankruptcy court to approve a plan of reorganization include, among other judicial findings, that:

•~~we acted~~computed in accordance with ~~the applicable provisions in the Bankruptcy Code; and~~FASB ASC Topic 718.

•~~the plan of reorganization has been proposed in good faith and not by any means forbidden by law.~~

In the event there are any impaired classes of claims that do not vote to accept the plan of reorganization, we would have to satisfy the “cram down” requirements of the Bankruptcy Code and show that the plan of reorganization does not unfairly discriminate and is fair and equitable with respect to those classes of claims that did not vote to accept the plan of reorganization.

Furthermore, we may not be able to obtain approval of a disclosure statement and/or the required votes or the required judicial approval to a Plan promptly, if at all. In such event, a prolonged bankruptcy proceeding could adversely affect our relationships with tenants, suppliers, regulators and employees, among other parties, which in turn could adversely affect our business, competitive position, financial condition, liquidity and results of operations and our ability to continue as a going concern. A weakening of our financial condition, liquidity and results of operations could adversely affect our ability to implement a Plan. In addition, if a Plan is not confirmed by the bankruptcy court, we may be forced to liquidate our assets.

If we pursue any Chapter 11 Cases, it is also possible that the bankruptcy court may dismiss the proceeding or otherwise decide to abstain from hearing it on procedural grounds. In addition, the confirmation and effectiveness of a Plan is subject to

certain conditions and requirements in addition to those described above that may not be satisfied, and the Bankruptcy Court may conclude that the requirements for confirmation and effectiveness have not been satisfied.

If we are unable to enter into a Restructuring Support Agreement or if a Restructuring Support Agreement is terminated, our ability to confirm and consummate a Plan may be materially and adversely affected.

Even if we are able to reach an agreement-in-principle with respect to a Restructuring Term Sheet, the final terms of the Restructuring Term Sheet would remain subject to documentation in a binding Restructuring Support Agreement. There can be no assurance that we will be able to successfully negotiate or enter into a Restructuring Support Agreement on the terms set forth in a Restructuring Term Sheet or at all. If we are unable to enter into a Restructuring Support Agreement, there can be no assurance we will be able to successfully negotiate for an alternative orderly pre-negotiated plan of reorganization.

~~Our limited liquidity could materially and adversely affect our business operations.~~

We require certain capital resources in order to operate our business and our limited liquidity could materially and adversely affect our business operations. We are highly leveraged, and a substantial portion of our liquidity needs will arise from debt service on our outstanding indebtedness and from funding the costs of operations, working capital and capital expenditures. Our $650 million revolving credit facility has $3 million of credit available as of December 31, 2020. Our access to capital and debt markets is significantly limited. A number of factors, including but not limited to, decreased revenues related to decreased traffic and spending amounts of our tenants and customers, and the impact of economic conditions may negatively affect our cash generated from operations. As of December 31, 2020, we have approximately $0.3 billion and approximately $1.2 billion of consolidated long-term debt maturing in 2021 and 2022, respectively, excluding interest obligations. In connection with the Restructuring, we expect to enter into a DIP Facility. While we anticipate being able to obtain a DIP Facility, there can be no assurance we can enter into such a facility of the expected terms or at all (with any such facility being subject to approval by the bankruptcy court), nor any assurance that we would have sufficient liquidity from any DIP Facility and other future indebtedness to fund our operations and consummate the Restructuring.

See “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments” and “- (b) Liquidity and Capital Resources” for more information on the Restructuring and our liquidity. Refer to Note 6 to Consolidated Financial Statements for further detail of our debt obligations as of and for the year ended December 31, 2020.

~~The agreements that govern our indebtedness contain various covenants that impose restrictions on us and certain of our subsidiaries that might affect our or their ability to operate.~~

We have a variety of debt, including the Senior Notes, our corporate credit facilities and secured property-level debt. The agreements that govern such indebtedness contain various affirmative and negative covenants that could, subject to certain significant exceptions, restrict our ability and certain of our subsidiaries to, among other things, have liens on property, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, and/or merge or consolidate with any other entity or sell or convey certain assets to any one person or entity. Additionally, some of the agreements that govern the debt financing contain financial covenants that require us to maintain certain financial ratios. Our ability and the ability of our subsidiaries to comply with these provisions might be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations.

In connection with the acceleration of our repayment obligations due to an event of default related to the uncured violation of one or more of our debt covenants, if we fail to make any required repayments with respect of our debt, then (i) we will be in default thereunder and, as a result, the related debt holders and lenders, and potentially other debt holders and lenders, could declare all outstanding principal and interest to be due and payable, (ii) the lenders under such loans, including, but not limited to the Revolver, could terminate their commitments to loan money to us, (iii) our secured lenders could foreclose against the assets securing the related debt, (iv) could result in cross defaults on other financing obligations or defaults in other transactional arrangements we have; and (v) we could be forced into bankruptcy or liquidation.

As discussed previously, on February 15, 2021, we elected not to make the interest payment on our Senior Notes, which is will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes and a cross-default under the agreements governing certain of our other indebtedness, including the credit agreements governing our corporate credit facilities. While we have entered into the Forbearance Agreements with respect to such defaults, there can be no assurances that we will be able to extend the Forbearance Periods thereunder or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods.

~~An increase in market interest rates could increase our interest costs on existing and future debt.~~

~~An environment of rising 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 have significant indebtedness, which could adversely affect our business, including decreasing our business flexibility and increasing our interest expense.~~

The consolidated indebtedness of our business as of December 31, 2020 was approximately $3.2 billion. We have and will continue to incur various costs and expenses associated with our transactions and executing our operational and fiscal strategy. Any future increased levels of indebtedness could also reduce access to capital and increase borrowing costs generally, thereby reducing funds available for working capital, capital expenditures, tenant improvements, acquisitions and other general corporate purposes and may create competitive disadvantages for us relative to other companies with lower debt levels. If we do not achieve our operational and growth goals or if the financial performance of the Company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted. Lastly, if interest rates increase, the cost of capital and expenses of debt service requirements relating to our variable rate debt, which constitutes 24.7% of our consolidated indebtedness as of December 31, 2020, would increase which could adversely affect our cash flows.

~~We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.~~

As of December 31, 2020, we had approximately $812.0 million (excluding net debt issuance costs of $15.5 million) of our aggregate consolidated indebtedness that was indexed to the London Interbank Offered Rate (“LIBOR”). In addition, as of December 31, 2020, we had approximately $640.3 million of consolidated indebtedness swapped to LIBOR plus a fixed spread. Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. The U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR, has announced that it has commitments from panel banks to continue to contribute to LIBOR through the end of 2021, but that it will not use its powers to compel contributions beyond such date. Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR. Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear, these changes may have a material adverse impact on the availability of financing, including LIBOR-based loans, and on our financing costs.

~~We may not be able to generate sufficient cash to service and repay all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.~~

Our ability to make scheduled payments on, or to refinance, our debt will depend on our financial condition, liquidity and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us both to fund our business purposes and to pay the principal of, or premium, if any, and interest on our debt.

If our cash flows and capital resources are insufficient to service and repay our debt and fund other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our debt. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet all of our debt obligations. Our revolving credit facility (the "Revolver") and senior term loan (the "Term Loan" and collectively with the Revolver, the "Facility") restrict (i) our ability to dispose of assets and (ii) our ability to incur debt. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt obligations then due.

In addition, we conduct our operations through our subsidiaries. Our subsidiaries may not be able to, or may not be permitted to, make cash available to us to enable us to make payments in respect of our debt. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual prohibitions or other restrictions may limit our ability to obtain cash from our subsidiaries. In the event that our subsidiaries do not make sufficient cash available to us, we may be unable to make required principal, premium, if any, and interest payments on our debt.

Our inability to obtain sufficient cash flows from our subsidiaries, whether as a result of their performance or otherwise, to satisfy our debt, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position, condition, liquidity and results of operations.

If we fail to make required payments in respect of our debt, (i) we will be in default thereunder and, as a result, the related debt holders and lenders, and potentially other debt holders and lenders, could declare all outstanding principal and interest to be due and payable, (ii) the lenders under the Revolver could terminate their commitments to loan money to us, (iii) our secured lenders could foreclose against the assets securing the related debt, (iv) could result in cross defaults on other financing obligations or defaults in other transactional arrangements we have; and (v) we could be forced into bankruptcy or liquidation.

The continuing spread of COVID-19 (including notable and severe mutations of the virus) may have a material adverse effect on our ability to maintain compliance with our debt covenants and, under certain circumstances, remain a going concern.

As a result of the related events due to the COVID-19 pandemic (including notable and severe mutations of the virus), we have experienced, and are likely to continue to experience, a material adverse effect on our income and expenses. COVID-19’s impact on our income and expenses has also impacted, and is expected to continue to impact, our ability to maintain compliance with our debt covenants. While we have received certain covenant relief through the third quarter of 2021 related to the Revolver, with the continued uncertainty caused by the COVID-19 pandemic and the related adverse fiscal impact, significant risks remain with respect to our ability to comply with such financial covenants going forward, creating substantial doubt about our ability to continue as a going concern through March 16, 2022.

~~Risks Related to the COVID-19 Pandemic~~

The COVID-19 global pandemic has caused a significant disruption in non-essential retail commerce and may have a material adverse impact upon the Company’s financial condition and results of operations.

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of COVID-19. The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020, as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. During our second 2020 fiscal quarter and intermittently throughout the rest of 2020, in the interest of public health and safety, jurisdictions (national, state and local) where our shopping centers are located, required mandatory closures, capacity limitations or other restrictions for those that continue to operate which impacted our tenants' ability to operate as well as pay rent and other related lease charges or otherwise fulfill the obligations of their respective leases. As a result of these developments, a material adverse impact on the Company revenues, results of operations and cash flows for the year ending December 31, 2020 occurred and may continue despite the fact that as of the filing date of this Form 10-K, the majority of our enclosed retail properties were open in some capacity and our open air properties operated throughout much of the period of mandatory closures to extent permitted by applicable law. However, this situation is ever evolving and additional impacts to the business may arise of which we are not currently aware. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change including the timing of lifting any restrictions or relaxation of closure requirements, when our enclosed shopping centers and tenants will reopen at full capacity, and when shoppers will fully re-engage with our brand.

In addition to the impacts and uncertainties listed above, the outbreak of COVID-19 has caused the Company to significantly modify and alter the working environment and practices of its employees at its corporate offices and properties which could adversely impact the efficiency and effectiveness of the Company’s personnel in managing and operating its properties as well as completing other operating and administrative functions that are important to its business. Continued efforts by large numbers of the Company’s employees to work extensively and, in some cases, exclusive remotely could also expose the Company to additional risks, such as increased cybersecurity risk.

Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially and 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. Levels of consumer spending could be adversely affected by, for example, increases in consumer savings rates, increases in tax rates, reduced levels of income, interest rate increases, other declines in consumer net worth, unemployment levels, and a strengthening of the U.S. dollar as compared to non-U.S. currencies.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts have resulted in travel restrictions and plant shutdowns, all of which have impacted, and could continue to impact, our tenants’ supply chains and, ultimately, retail product availability. State and local stay at home orders, occupancy restrictions, masking/face covering requirements and social distancing as a result of the COVID-19 outbreak have impacted and continue to impact customer traffic at our properties. Even though such orders have been lifted or relaxed in some places, customer traffic may continue to be adversely impacted, which could adversely impact sales for some of our tenants, which in turn could negatively impact our fiscal results and operations. The COVID-19 outbreak has resulted in property shutdowns, and may result in additional shutdowns of our retail properties, particularly in certain geographies reporting increasing diagnoses of the virus or related

illnesses. The extent of the outbreak and its impact on our tenants and our operations is uncertain, but a prolonged outbreak as well as related mitigation efforts could continue to have a material impact on our revenues and could materially and adversely affect our business, results of operations and financial condition.

As a result of these and other economic and market-based factors, our tenants might be unable to pay their existing minimum rents or pay landlord recovery charges. Because substantially all of our income is derived from rentals of commercial 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, especially if they were tenants with a significant number of locations within our portfolio. Some of our tenants have not re-opened after the closure restrictions were lifted and operating limitations eased, which will likely have a material impact on occupancy at our properties which could result in an increase in the number of co-tenancy claims because required occupancy thresholds were not satisfied. Additionally, a further or continued 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.

Many of the Company’s properties depend on anchor stores or major tenants to attract shoppers and drive customer traffic and the existence and persistence of the COVID-19 pandemic and related mitigation efforts could adversely impact in a material way the viability of a respective center or property as well as its tenants.

Our open air properties and enclosed retail properties are typically anchored by department stores and other large nationally or regionally recognized tenants. The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in department store or major tenant closing or reducing operations for a significant period of time which might result in decreased customer traffic, which could lead to decreased sales at our properties and adversely impact our ability to successfully execute our leasing strategy and operational objectives. Department store or major tenants may seek, and have sought, concessions from us for paying lease charges as a result of such mandatory closures or reduced hours. There are no assurances that customer traffic will return as high as pre-COVID-19 rates which could adversely impact sales for some of our tenants, which in turn could negatively impact our fiscal results and operations.

If the sales of stores operating in our properties decline significantly due to the closing or limited operation of anchor stores or other national retailers because of the existence and persistence of the COVID-19 pandemic and related mitigation efforts, tenants might be unable to pay their minimum rents or expense recovery charges, which would likely negatively impact our financial results.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may adversely impact the Company’s ability to successfully and timely complete its various redevelopment projects as budgeted.

The existence and persistence of the COVID-19 pandemic may cause, as a result of governmental imposed closures or work stoppages, interrupted supply chains, reduced personnel due to closures or illnesses, unforeseen delays in the planning, execution and completion of construction projects associated with our redevelopment plans. Additionally, related permitting, inspections and reviews by jurisdictional planning commissions and authorities is also likely to be delayed or postponed which will materially impact the timeline and budgets for completing such projects.

As a result of such conditions and other factors, projects in our redevelopment pipeline may not be pursued or may be completed later or with higher costs than anticipated. In the event of an unsuccessful or delayed redevelopment project, our loss could exceed our investment in the project. Redevelopment activities involve significant risks, including: the expenditure of funds on and devotion of time to projects which may not come to fruition; increased construction costs that may make the project economically unattractive; an inability to obtain construction financing and permanent financing on favorable terms; and occupancy rates and rents not sufficient to make a project profitable.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in increased and more frequent bankruptcy filings of a number of our tenants or downturns in our tenants’ businesses that may reduce our cash flow.

Because the Company derives almost all of our income from rental payments and other tenant charges, our cash available for distribution and operations would be adversely affected if a significant number of our tenants were unable to meet their obligations to us, or if we were unable to lease vacant space in our properties on economically favorable terms. One or more of our tenants may seek the protection of the federal bankruptcy laws, or similar proceedings on the state level or in a foreign jurisdiction, as a result of the prolonged impact of the COVID-19 pandemic which could result in the termination of its lease causing a reduction in our cash available for distribution. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated, which all could be triggered in the event of one or more tenant bankruptcies. A significant increase in the number of tenant bankruptcies, particularly amongst anchor tenants, may make it more difficult for us to lease the remainder of the property or properties in which the bankrupt tenant operates and adversely impact our ability to successfully execute our re-leasing strategy.

~~The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in increased and more substantial impairment charges that may materially affect our financial results.~~

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. Our determination of whether a particular held-for-use asset is impaired is based upon the undiscounted projected cash flows used for the impairment analysis and our determination of the asset's estimated fair value, that in turn are based upon our plans for the respective asset and our views of market and economic conditions. With respect to assets held-for-sale, our determination of whether such an asset is impaired is based upon market and economic conditions. If we determine that an impairment has occurred, then we would be required under GAAP to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations in the accounting period in which the adjustment is made. Furthermore, changes in estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guidance, could be substantial.

The outbreak of the COVID-19 pandemic resulted in the sustained closure of our centers as well as the cessation of the operations of certain of our tenants which caused a reduction in our revenues due to the impaired financial stability of our tenants and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing in the future for such properties may be impaired as well as our ability in the future to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak as well as its persistence could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may promote prolonged instability or volatility in the U.S. economy that may adversely impact consumer spending and therefore our operating results.

A sustained downturn in the U.S. economy and reduced consumer spending as well as consumer activity at brick-and-mortar commercial establishments due to the prolonged existence, persistence and threat of the COVID-19 pandemic could impose a prolonged economic recession in the U.S. which could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons and therefore decrease the revenue generated by our properties or the value of our properties. Our ability to lease space and negotiate and maintain favorable rents could also be negatively impacted by a prolonged recession in the U.S. economy. Moreover, the demand for leasing space in our existing shopping centers as well as our redevelopment properties could also substantially decline during a significant downturn in the U.S. economy which could result in a decline in our occupancy percentage and reduction in rental revenues.

~~The existence and persistence of the COVID-19 pandemic could result in further significant reduction of our workforce due to continued mitigation efforts, medically related absences or quarantines.~~

The Company’s workforce is maintained at two corporate offices and at certain of its shopping centers. Reductions in personnel either due to budgetary reasons or further mitigation efforts in response to the existence and persistence of the COVID-19 pandemic would hamper the Company’s ability to effectively achieve its fiscal, operational, and strategic objectives. Certain of the Company’s personnel, including its executive officers, have substantial experience in owning, operating, managing, acquiring and developing shopping centers. The Company’s success depends in large part upon the efforts of these executives and other personnel, and we cannot guarantee that they will remain with us throughout this pandemic. The Company already reduced approximately 20% of its workforce for budgetary reasons related to the COVID-19 pandemic and, although some personnel have since been rehired, the loss of key management personnel in leasing, finance, legal, construction, development, or operations could have a negative impact on the Company’s operations. In addition, except for isolated examples amongst our senior executive personnel, there are generally no restrictions on the ability of terminated personnel to compete with us after the termination of their employment.

~~The continuing spread of COVID-19 may have a material adverse effect on our ability to make distributions to our common shareholders.~~

The prolonged impact of the COVID-19 pandemic on the U.S. and world economies is uncertain and could result in a prolonged world-wide economic downturn that may lead to corporate bankruptcies in the most affected industries and an increase in unemployment. As a result of the real estate assets in our real estate portfolio being comprised entirely of retail properties located in the United States, the COVID-19 pandemic will impact our tenants’ ability to pay rent, and therefore impact the income received by us, to the extent that its continued spread within the United States reduces occupancy, decreases customer traffic or results in quarantines where our properties are located, increases the cost of operation, results in reduced hours or necessitates the further closure or re-closure of our properties. Since the onset of the COVID-19 pandemic, certain


~~Exhibit~~ ~~Number~~Name of Beneficial Owner⁽¹⁾			Amount Beneficially ~~Exhibit Descriptions~~Owned
~~2.1~~⁽²⁾				Percent Of Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Form 8-K filed on May 29, 2014).Class
~~3.1~~
Louis G. Conforti	145,951	⁽⁵⁾	⁽³⁾

Mark E. Yale	46,139	~~Amended and Restated Articles of Incorporation for the Registrant (incorporated by reference to Form 8-K filed on May 22, 2017).~~⁽⁶⁾	⁽³⁾

Robert P. Demchak	23,625	⁽⁷⁾	⁽³⁾

J. Taggart (“Tag”) Birge	28,389	⁽⁸⁾	⁽³⁾

John J. Dillon III	17,590	⁽⁹⁾	⁽³⁾

Robert J. Laikin	56,121	⁽¹⁰⁾	⁽³⁾

John F. Levy	19,235	⁽¹¹⁾	⁽³⁾

Sheryl G. von Blucher	20,079	⁽¹²⁾	⁽³⁾

The Vanguard Group	1,898,472	⁽¹³⁾	7.76%⁽⁴⁾
~~3.2~~
Charles Schwab Investment Management, Inc.	1,157,491	⁽¹⁴⁾	4.73%A ~~mended and Restated Articles of Incorporation for the Registrant~~ ~~(incorporated by reference to Form 8-K filed on December 21, 2020).~~⁽⁴⁾
~~3.3~~
All directors and executive officers as a group (11 persons)	389,587	⁽¹⁵⁾	~~Articles of Amendment~~^{(3), (4)}

(1)	Unless otherwise indicated in the footnotes below, the address for each beneficial owner listed is 180 East Broad Street, Columbus, Ohio 43215.

(2)	Unless otherwise indicated in the footnotes below, the listed beneficial owner has sole voting and investment power with respect to the ~~Amended~~Common Shares.

(3)	As applicable and ~~Restated Articles~~as of ~~Incorporation~~April 29, 2021, the percentage ownership of the listed person or group does not exceed one percent (1%) of WPG's outstanding Common Shares. Common Shares issuable upon exercise of stock options and the redemption RSU holdings are included in the adjacent column for the listed person only to the extent the related stock options and RSUs are exercisable or convertible into Common Shares within sixty (60) days following April 29, 2021.

(4)	For the entity listed, the Percent of Class was computed based on 24,459,645Common Shares outstanding as of April 29, 2021 and in the case of all directors and executive officers as a group, the number of Common Shares issuable upon the exercise of vested stock options and conversion of vested RSUs held by all such members of such group in addition to the number of Common Shares outstanding on April 29, 2021. Common Shares issuable upon exercise of vested stock options and RSU holdings are included only to the extent the related stock options and RSUs are exercisable or convertible into Common Shares within sixty (60) days following April 29, 2021.

(5)	Represents 102,888 unrestricted Common Shares held directly by Mr. Conforti. Also includes Mr. Conforti’s 43,063 vested RSUs of which 1,643 of these RSUs represent a contingent right to receive one Common Share per vested RSU upon Mr. Conforti leaving the Board and the remaining 41,420 vested RSUs will be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the total are 110,918 unvested RSUs of which 9,258 RSUs will vest in February 2022, 46,104 RSUs will vest in installments in February 2022 and February 2023, and 55,556 RSUs shall vest in one-third installments in August 2022, 2023 and 2024; provided, in each instance that Mr. Conforti is in continued compliance with certain covenants in the Conforti Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. Also excludes 152,491 unearned and unvested PSUs. These PSUs shall be earned based upon the satisfaction of certain TSR criteria with the number of PSUs Mr. Conforti can earn varying based on the Company’s TSR performance over a three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Conforti is in continued compliance with certain covenants in the Conforti Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Conforti’s continued employment on the date the respective security vests or is earned. None of Mr. Conforti’s holdings are pledged as collateral or security.

(6)	Represents 37,781 Common Shares held directly by Mr. Yale and 8,358 vested RSUs which are to be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the total are: (i) 11,146 unvested RSUs of which 1,925 RSUs will vest in February 2022 and 9,221 RSUs which shall vest in installments in February 2022 and 2023; provided, in each instance that Mr. Yale is in continued compliance with certain covenants in the Yale Agreement and subject to certain provisions of such agreement relating to a change in control of the Company, ~~Relating~~and (ii) 19,609 unearned and unvested PSUs which shall be earned based upon the satisfaction of certain relative TSR criteria with the number of earned PSUs ranging from 0% to ~~Name Change (incorporated by reference~~150% of the allocated amount awarded to ~~Form 8-K filed~~Mr. Yale based on ~~May 26, 2015).~~the Company’s TSR performance over the three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Yale is in continued compliance with certain covenants in the Yale Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Yale’s continued employment on the date the respective security vests or is earned. None of Mr. Yale’s holdings are pledged as collateral or security.
~~3.4~~
(7)	~~Articles~~Represents 16,660 unrestricted Common Shares held directly by Mr. Demchak and 6,965 vested RSUs of ~~Amendment~~which are to be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the ~~Amended~~total are: (i) 9,289 unvested RSUs of which 1,605 RSUs will vest in February 2022 and ~~Restated Articles~~(ii) 7,684 RSUs shall vest in installments in February 2022 and 2023; provided, in each instance that Mr. Demchak is in continued compliance with certain covenants in his employment agreement and subject to certain provisions of ~~Incorporation~~such agreement relating to a change in control of ~~Washington Prime~~the Company. Also excludes 16,341 unearned and unvested PSUs which shall be earned based upon the satisfaction of certain relative TSR criteria with the number of earned PSUs ranging from 0% to 150% of the allocated amount awarded to Mr. Demchak based on the Company’s TSR performance over the three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Demchak is in continued compliance with certain covenants in his employment agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Demchak’s continued employment on the date the respective security vests or is earned. None of Mr. Demchak’s holdings are pledged as collateral or security.

(8)	Includes 3,145 unrestricted Common Shares held directly by Mr. Birge as well as 25,244 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Birge leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Birge’s holdings are pledged as collateral or security.

(9)	Represents 17,590 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Dillon leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Dillon’s holdings are pledged as collateral or security.

(10)	Includes 32,323 unrestricted Common Shares held directly by Mr. Laikin, 24,634 Common Shares held indirectly through Mr. Laikin’s retirement account and 23,798 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Laikin leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Laikin’s holdings are pledged as collateral or security.

(11)	Includes 1,645 unrestricted Common Shares held directly by Mr. Levy as well as 17,590 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Levy leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Levy’s holdings are pledged as collateral or security.

(12)	Includes 2,778 unrestricted Common Shares held directly by Ms. von Blucher as well as 17,301 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Ms. von Blucher leaving the Board, she will receive one Common Share for each vested RSU that she holds. None of Ms. von Blucher’s holdings are pledged as collateral or security.

(13)	Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 10, 2021 in which The Vanguard Group, filing as The Vanguard Group Inc. ~~relating to corporate name change (incorporated by reference to Form 8-K filed on September 2, 2016).~~(“Vanguard”), reported that it had sole dispositive power over 1,888,153 of the Common Shares reported in the table above, shared dispositive power over 10,319 of the Common Shares reported in the table above, sole voting power over none of the Common Shares reported in the table above, and shared voting power over 4,013 of the Common Shares reported in the table above. The address of Vanguard reported in the Schedule 13G/A is 100 Vanguard Blvd., Malvern, PA 19355.
~~3.5~~
(14)	~~Articles of Amendment to~~Based solely upon information contained in a Schedule 13G filed with the ~~Amended~~SEC on February 16, 2021 in which Charles Schwab Investment Management, Inc. (“Charles Schwab”) reported that it had sole voting power and ~~Restated Articles of Incorporation~~sole dispositive power over all of the ~~Washington Prime Group Inc. (incorporated by reference to Form 8-K filed on May 22, 2017).~~ Common Shares reported in the table above. Charles Schwab is included in the table because its beneficial ownership of Common Shares as reported in its Schedule 13G exceeded five percent. The address of Charles Schwab reported in the Schedule 13G is 211 Main Street, San Francisco, CA 94105.
~~3.6~~
(15)	~~Articles of Amendment~~ of Includes the ~~Amended~~beneficially owned amounts reported in the table for each Named Executive and ~~Restated Articles of Incorporation~~all members of the ~~Company (incorporated~~Board plus 13,972 Common Shares, 10,646 vested RSUs which are to be settled for Common Shares on a one-for-one basis by ~~reference~~or before March 15, 2022 subject to ~~Form 8-K filed on December 21, 2020).~~certain conditions, and 7,840 vested stock options held by three (3) other Senior Executives. Excludes certain unvested RSUsas well as unearned and unvested PSUs held by these particular executive officers.

EQUITY COMPENSATION PLAN INFORMATION

Information about our existing equity compensation plans as of December 31, 2020 is as follows:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted‑average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category	(a)	(b)	(c)
Equity compensation plans approved by security holders	1,337,911⁽¹⁾	$118.61⁽²⁾	242,924

Equity compensation plans not approved by security holders	N/A	N/A	N/A

Total	1,337,911	$118.62	242,924

~~3.7~~(1)	~~Amended~~Includes 54,935 outstanding inducement equity awards issued in 2014 and ~~Restated Bylaws~~2015, a total of ~~Washington Prime Group Inc., effective August 30, 2016 (incorporated by reference to Form 8-K filed on September 2, 2016).~~
4			~~Description of Registrant's Securities~~
~~4.1~~			~~Indenture, dated~~452,075 outstanding RSUs, 35,286 RSU dividend equivalents estimated at historical dividend rates in place as of ~~March 24, 2015, between Washington Prime Group, L.P.~~December 31, 2020, 34,549 LTIP Units, 479,152 Common Shares reserved for payment of PSUs allocated as part of the 2018, 2019, and ~~U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015).~~
~~4.2~~			~~First Supplemental Indenture, dated~~2020 Annual Awards and the CEO Special Award (all estimated at maximum), 218,471 PSU dividend equivalents estimated at maximum payout at historical dividend rates in place as of ~~March 24, 2015, between Washington Prime Group, L.P.~~December 31, 2020, and ~~U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015).~~
~~4.3~~			~~Second Supplemental Indenture, dated as~~a total of ~~August 4, 2017, between Washington Prime Group, L.P.~~63,443 stock options of which 37,561 stock options were issued from the 2014 Plan and ~~U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K August 4, 2017).~~
~~4.4~~			Registration Rights Agreement, dated as of March 24, 2015, by and among Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of25,882 stock options were issued from either the ~~initial purchasers named therein (incorporated by reference to Form 8-K filed March 26, 2015).~~
~~4.5~~		*	Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan ~~(incorporated by reference to S-8 filed January 15, 2015).~~
~~4.6~~		*	and the Glimcher Realty Trust 2012 Incentive Compensation ~~Plan (incorporated by reference~~Plan.

(2)	The weighted-average exercise price is only applicable to ~~S-8 filed January 15, 2015).~~outstanding stock options.
~~4.7~~		*	~~Washington Prime Group, L.P. 2014 Stock Incentive Plan (incorporated by reference to Form 8‑K filed May 29, 2014).~~
~~4.8~~		*	~~2019 Washington Prime Group, L.P. Stock Incentive Plan (incorporated by reference to Form 8-K filed on May 20, 2019).~~
~~4.9~~			~~Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8‑A filed January 14, 2015).~~
~~4.10~~			~~Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8‑A filed January 14, 2015).~~
~~4.11~~			~~Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. (incorporated by reference to Form 8‑K filed May 29, 2014).~~
~~4.12~~			Amendment No. 2 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series H Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015).
~~4.13~~			Amendment No. 3 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015).
~~4.14~~			Amendment No. 4 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I‑1Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015).
~~10.1~~			Senior Secured Term Loan Agreement, dated as of June 8, 2016, by and among Washington Prime Group, L.P., WTM Glimcher, LLC, The Huntington National Bank, PNC Bank, National Association, U.S. Bank National Association, and several lenders from time to time (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).


~~10.2~~		Third Amendment, dated as of August 13, 2020, to the Senior Secured Term Loan Agreement, by and among Washington Prime Group, L.P., WTM Stockton, LLC, the lenders party thereto, and The Huntington National Bank, as Administrative Agent for the lenders thereunder (incorporated by reference to Form 8-K filed on August 17, 2020).
~~10.3~~		~~Term Loan Agreement, dated as of December 10, 2015, by and among Washington Prime Group, L.P., the lenders party thereto, and PNC Bank, N.A., as Administrative Agent for the lenders thereunder~~ ~~(incorporated by reference to Form 10-Kfiled on February 29, 2016).~~
~~10.4~~		Amendment No. 2, dated as of August 13, 2020, to the Term Loan Agreement, by and among Washington Prime Group, L.P., the lenders party thereto, and PNC Bank, N.A., as Administrative Agent for the lenders thereunder ~~(incorporated by reference to Form 8-K filed on August 17, 2020).~~
~~10.5~~		~~Term Loan Promissory Note, dated June 8, 2016 (The Huntington National Bank) (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).~~
~~10.6~~		~~Term Loan Promissory Note, dated June 8, 2016 (U.S. Bank National Association) (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).~~
~~10.7~~		~~Term Loan Promissory Note, dated June 8, 2016 (PNC Bank, National Association) (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).~~
~~10.8~~		Environmental Indemnity Agreement, dated June 8, 2016, by Washington Prime Group, L.P. and WTM Glimcher, LLC to and for benefit of The Huntington National Bank and other lenders under Senior Secured Term Loan Agreement (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).
~~10.9~~		Collateral Assignment of Membership Interest Agreement, dated June 8, 2016, by Weberstown Mall, LLC to The Huntington National Bank and other lenders under Senior Secured Term Loan Agreement (relates to mortgage loan for Weberstown Mall) (incorporated by reference to Form 10‑Q filed on August 4, 2016).
~~10.10~~		Purchase Agreement, dated as of March 17, 2015, by and between Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers named therein, relating to 2.850% Senior Notes due 2020 (incorporated by reference to Form 8-K filed March 23, 2015).
~~10.11~~		~~Amended and Restated Revolving Credit and Term Loan Agreement, dated January 22, 2018 (incorporated by reference to Form 8-K January 22, 2018).~~
~~10.12~~		Amendment No. 1, dated as of August 13, 2020, to the Amended and Restated Revolving Credit and Term Loan Agreement, by and among Washington Prime Group, L.P., the lenders party thereto, and Bank of America, N.A., as Administrative Agent for the lenders thereunder (incorporated by reference to Form 8-K filed on August 17, 2020).
~~10.13~~		~~Loan Agreement, dated October 10, 2019, by and between Washington Prime Group, L.P. and Mall Ground Portfolio, LLC (incorporated by reference to Form 8-K filed on October 17, 2019).~~
~~10.14~~		Tax Matters Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P. dated May 28, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014).
~~10.15~~		Employee Matters Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P. dated May 28, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014).
~~10.16~~		Form of Indemnification Agreement between Washington Prime Group Inc. and each of its executive officers and directors (incorporated by reference to Amendment No. 3 to Form 10 filed April 21, 2014).
~~10.17~~	*	~~Separation Agreement and General Release by and between WP Glimcher Inc. and Michael P. Glimcher, dated as of June 20, 2016 (incorporated by reference to Form 8-K filed on June 24, 2016).~~
~~10.18~~	*	Employment Agreement, dated August 6, 2018, effective as of August 3, 2018, by and between Washington Prime Group Inc. and Joshua P. Lindimore (incorporated by reference to Form 10-Q filed on April, 25, 2019).
~~10.19~~	*	First Amendment to Employment Agreement, dated and effective as of May 16, 2019, by and between Washington Prime Group Inc. and Joshua P. Lindimore (incorporated by reference to Form 8-K filed on May 20, 2019).
~~10.20~~	*	Amendment to Employment Agreement, dated and effective as of August 2, 2019, by and between Washington Prime Group Inc. and Louis G. Conforti (incorporated by reference to Form 8-K filed on August 2, 2019).
~~10.21~~	*	Performance Stock Unit Award Agreement, dated and effective as of August 2, 2019, by and between Washington Prime Group Inc. and Louis G. Conforti (incorporated by reference to Form 8-K filed on August 2, 2019).
~~10.22~~	*	Restricted Stock Unit Award Agreement, dated and effective as of August 2, 2019, by and between Washington Prime Group Inc. and Louis G. Conforti (incorporated by reference to Form 8-K filed on August 2, 2019).
~~10.23~~	*	Employee Restricted Stock Unit Award Agreement, dated October 6, 2016, among Washington Prime Group Inc., Washington Prime Group, L.P. and Louis G. Conforti (incorporated by reference to Form 8-K filed on October 11, 2016).
~~10.24~~	*	~~Description of Terms of 2015 Annual LTIP Unit Awards (incorporated by reference to Form 10‑Q filed on May 7, 2015).~~


~~10.25~~	*	~~Amended and Restated Employment Agreement, dated January 31, 2017, by and between Washington Prime Group Inc. and Mark E. Yale (incorporated by reference to Form 8-K filed on February 2, 2017).~~
~~10.26~~	*	~~Amended and Restated Employment Agreement, dated January 31, 2017, by and between Washington Prime Group Inc. and Robert P. Demchak (incorporated by reference to Form 8-K filed on February 2, 2017).~~
~~10.27~~	*	Employment Agreement between the Washington Prime Group Inc. and Melissa (Lisa) A. Indest, dated August 6, 2018 and effective as of August 3, 2018 (incorporated by reference to Form 8-K filed on August 6, 2018).
~~10.28~~	*	First Amendment to Employment Agreement between the Washington Prime Group Inc. and Lisa A. Indest, dated February 12, 2019 and effective as of February 12, 2019 (incorporated by reference to Form 8-K filed on February 15, 2019).
~~10.29~~	*	First Amendment to the Amended and Restated Employment Agreement between Washington Prime Group Inc. and Robert P. Demchak, dated February 21, 2017 (incorporated by reference to Form 10‑Q filed on April 27, 2017).
~~10.30~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Michael P. Glimcher, dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.31~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Mark E. Yale, dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.32~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Mark S. Ordan dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.33~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Melissa A. Indest, dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.34~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Keric M. “Butch” Knerr, dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.35~~	*	Series 2015B LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group, L.P., and Thomas J. Drought, Jr., dated as of February 25, 2016 (relates to LTIP Unit award for 2015 annual awards) (incorporated by reference to Form 10‑Q filed on May 6, 2016).
~~10.36~~		Letter Agreement between Louis G. Conforti (Chief Executive Officer & Director) and Washington Prime Group Inc., dated Apri1 8, 2020 and effective as of April 5, 2020 (incorporated by reference to Form 8-K filed on April 14, 2020).
~~10.37~~		Letter Agreement between Mark E. Yale (Executive Vice President & Chief Financial Officer) and Washington Prime Group Inc., dated April 8, 2020 and effective as of April 5, 2020 (incorporated by reference to Form 8-K filed on April 14, 2020).
~~10.38~~		Letter Agreement between Robert P. Demchak (Executive Vice President, General Counsel & Corporate Secretary) and Washington Prime Group Inc., dated April 8, 2020 and effective as of April 5, 2020 (incorporated by reference to Form 8-K filed on April 14, 2020).
~~10.39~~		Letter Agreement between Lisa A. Indest (Executive Vice President, Finance & Chief Accounting Officer) and Washington Prime Group Inc., dated April 8, 2020 and effective as of April 5, 2020 (incorporated by reference to Form 8-K filed on April 14, 2020).
~~10.40~~		Letter Agreement between Joshua P. Lindimore (Executive Vice President, Head of Leasing) and Washington Prime Group Inc., dated April 8, 2020 and effective as of April 5, 2020 (incorporated by reference to Form 8-K filed on April 14, 2020).
~~10.41~~	*	~~Form of Certificate of Designation of Series 2015B LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 10‑Q filed on May 6, 2016).~~
~~10.42~~	*	~~Certificate of Designation of Series 2014B LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 8‑K filed on August 28, 2014).~~
~~10.43~~	*	~~Certificate of Designation of Series 2015A LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 10‑Q filed on May 7, 2015).~~
~~10.44~~	*	~~Form of Non‑Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Form 8‑K filed on August 8, 2014).~~
~~10.45~~	*	~~Form of Series 2014B LTIP Unit Award Agreements with Officers (incorporated by reference to Form 8‑K filed on August 28, 2014).~~
~~10.46~~	*	~~Form of Series 2015A LTIP Unit Award Agreements with Executive Officers Other Than EVP, Legal & Compliance (incorporated by reference to Form 10‑Q filed on May 7, 2015).~~
~~10.47~~	*	~~Form Employee Restricted Stock Unit Award Agreement 2017 (incorporated by reference to Form 10‑Q filed on April 27, 2017).~~
~~10.48~~	*	~~Form Employee Performance Share Unit Award Agreement (incorporated by reference to Form 10-Q filed on April 25, 2019).~~


~~10.49~~	*	~~Form Employee Restricted Stock Unit Award Agreement (Employee with Employment Agreement/2019) (incorporated by reference to Form 10-Q filed on April 25, 2019).~~
~~10.50~~	*	~~Form Employee Restricted Stock Unit Award Agreement (Employee without Employment Agreement/2019) (incorporated by reference to Form 10-Q filed on April 25, 2019).~~
~~10.51~~	*	~~Form of Restricted Stock Unit Award Agreement (Executives - 2019 Plan) (incorporated by reference to Form 10-Q filed on July 25, 2019).~~
~~10.52~~	*	~~Form of Performance Stock Unit Award Agreement (Executives - 2019 Plan) (incorporated by reference to Form 10-Q filed on July 25, 2019).~~
~~10.53~~	*	~~Form of Restricted Stock Unit Award Agreement (Directors - 2019 Plan) (incorporated by reference to Form 10-Q filed on July 25, 2019).~~
~~10.54~~	*	~~Form of Non-Employee Director Restricted Stock Unit Award Agreement (June 2020 Awards) (incorporated by reference to Form 10-Q filed on August 10, 2020).~~
~~10.55~~	*	~~Form of Restricted Stock Unit Award Agreement (Non-Executives - 2019 Plan) (incorporated by reference to Form 10-Q filed on July 25, 2019).~~
~~10.56~~	*	~~Form Employee Restricted Stock Unit Award Agreement (Employee with Employment Agreement) (incorporated by reference to Form 10‑Q filed on April 27, 2017).~~
~~10.57~~	*	~~Form Employee Performance Share Unit Award Agreement (Employee with Employment Agreement) (incorporated by reference to Form 10‑Q filed on April 27, 2017).~~
~~10.58~~	*	~~Form Employee Performance Share Unit Award Agreement (Employee without Employment Agreement) (incorporated by reference to Form 10‑Q filed on April 27, 2017).~~
~~21.1~~	**	~~List of Subsidiaries~~
~~23.1~~	**	~~Consent of Ernst & Young LLP for Washington Prime Group Inc.~~
~~23.2~~	**	~~Consent of Ernst & Young LLP for Washington Prime Group, L.P.~~
~~31.1~~	**	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
~~31.2~~	**	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
~~31.3~~	**	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
~~31.4~~	**	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
~~32.1~~	**	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
~~32.2~~	**	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
~~101.INS~~	**	~~XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.~~
~~101.SCH~~	**	~~XBRL Taxonomy Extension Schema Document~~
~~101.CAL~~	**	~~XBRL Taxonomy Extension Calculation Linkbase Document~~
~~101.LAB~~	**	~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.PRE~~	**	~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~101.DEF~~	**	~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~104~~	**	~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).~~

* Compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.

** Filed electronically herewith.

~~Item 16. Form 10-K Summary~~

~~None.~~

~~SIGNATURES~~Item13.Certain Relationships and Related Transactions and Director Independence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~WASHINGTON PRIME GROUP INC.~~

~~WASHINGTON PRIME GROUP, L.P.~~

~~by:~~

~~Washington Prime Group Inc., its sole general partner~~

~~By:~~

~~/s/ LOUIS G. CONFORTI~~

~~Louis G. Conforti~~

~~Chief Executive Officer & Director~~

~~(Principal Executive Officer)~~

Hannah Laikin

~~Dated: March 16, 2021~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

~~Signature~~

~~Capacity~~

~~Date~~

~~/s/ ROBERT J. LAIKIN~~

~~Chairman of the Board of Directors~~

~~March 16, 2021~~

~~Robert J. Laikin~~

~~/s/ LOUIS G. CONFORTI~~

~~Chief Executive Officer and Director (Principal Executive Officer)~~

~~March 16, 2021~~

~~Louis G. Conforti~~

~~/s/ J. TAGGART BIRGE~~

~~Director~~

~~March 16, 2021~~

~~J. Taggart Birge~~

~~/s/ JOHN J. DILLON III~~

~~Director~~

~~March 16, 2021~~

~~John J. Dillon III~~

~~/s/ JOHN F. LEVY~~

~~Director~~

~~March 16, 2021~~

~~John F. Levy~~

~~/s/ SHERYL G. VON BLUCHER~~

~~Director~~

~~March 16, 2021~~

~~Sheryl G. von Blucher~~

~~/s/ MARK E. YALE~~

~~Executive Vice President and Chief Financial Officer (Principal Financial Officer)~~

~~March 16, 2021~~

~~Mark E. Yale~~

~~/s/ MELISSA A. INDEST~~

~~Executive Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)~~

~~March 16, 2021~~

~~Melissa A. Indest~~

~~WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P.~~

~~INDEX TO FINANCIAL STATEMENTS~~


						Page Number
~~Financial Statements for Washington Prime Group Inc.:~~

~~Reports of Independent Registered Public Accounting Firm~~						F-2

~~Consolidated Balance Sheets as of December 31, 2020 and 2019~~						F-6

~~Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018~~						F-7

~~Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018~~						F-8

~~Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018~~						F-9

~~Financial Statements for Washington Prime Group, L.P.:~~

~~Reports of Independent Registered Public Accounting Firm~~						F-11

~~Consolidated Balance Sheets as of December 31, 2020 and 2019~~						F-15

~~Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018~~						F-16

~~Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018~~						F-17

~~Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018~~						F-18

~~Notes to Consolidated Financial Statements~~						F-20

~~Schedule III—Real Estate and Accumulated Depreciation~~						F-56

~~Notes to Schedule III~~						F-59

~~F-1~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Shareholders and the Board of Directors of Washington Prime Group Inc.:~~

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheets of Washington Prime Group Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index to Financial Statements on Page F-1 (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated March 16, 2021 expressed an unqualified opinion thereon.~~

~~The Company's Ability to Continue as a Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not expect to maintain compliance with certain of its current financial covenants, which could cause the acceleration of principal amounts due under various debt agreements, and the Company's sources of liquidity would be insufficient to satisfy such accelerated obligations if they became due within one year after the date of issuance of its financial statements. As a result, the Company has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Adoption of ASU No. 2016-02~~

~~As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02,~~ ~~Leases~~ ~~(Topic 842), and the related amendments.~~

~~Basis for Opinion~~

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Critical Audit Matters~~

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosure to which they relate.

~~F-2~~


~~Impairment of Investment Properties~~
~~Description of the Matter~~			At December 31, 2020, the Company’s net consolidated investment properties totaled $3,334,056 thousand. As discussed in Note 3 of the consolidated financial statements, the Company’s investment properties are reviewed for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment losses for investment properties are measured when the undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying amount of the related property. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the property. Auditing management’s evaluation of investment properties for impairment and measurement of impairment was complex due to the significant estimation uncertainty in determining the estimated future undiscounted cash flows of individual properties that exhibited indicators of impairment and in the determination of the fair value of properties in instances where impairment was measured. In particular, these estimates were sensitive to significant assumptions that included projected property-level net operating income, anticipated hold period, estimated capital expenditures and the capitalization rate, all of which can be affected by expectations of tenant rental demand, future market conditions, competition amongst retail real estate owners, as well as management’s intent to hold and operate the property over the term and in the manner assumed in the analysis.
~~How We Addressed the Matter in Our Audit~~			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to historical operating results of the particular property, relevant observable market information for recent sales of comparable assets, current industry trends or other relevant factors. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions, including capitalization rates, to evaluate the changes in the recoverability of certain properties that would result from changes in the assumptions. To test the fair value of properties used by the Company for impairment measurement purposes, we performed audit procedures that included, among others, evaluating the significant assumptions and completeness and accuracy of operating data used to estimate fair value. We involved a valuation specialist to assist in evaluating the capitalization rates that the Company used in its analysis of residual value at the end of the anticipated hold period and in the measurement of impairment, and we compared the projected property-level net operating income to historical actual results.

~~F-3~~


~~Tenant receivables and accrued revenue~~
~~Description of the Matter~~			At December 31, 2020, the Company had $132,610 thousand of tenant receivables and accrued revenue on its consolidated balance sheet which is net of its estimate of lease payments that are not probable of collection of $61,422 thousand. As discussed in Note 3 of the consolidated financial statements, the Company records a change in estimate of the collectability of rental income on a lease-by-lease basis in the period there is a change in its assessment of whether the collectability of operating lease payments is probable. In making this estimation, the Company evaluates information that includes the age of billed receivables, collection history, lease concessions granted by the Company and tenants’ financial condition to assess the probability of collection. Auditing management’s assessment of the collectability of lease payments involved significant auditor judgment and effort due to the high level of subjectivity involved in evaluating the tenants’ ability to pay amounts owed.
~~How We Addressed the Matter in Our Audit~~			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating the collectability of lease payments, including controls over management’s review of the information described above. To test the Company’s assessment of the collectability of lease payments, we performed the following audit procedures, among others, on a sample of tenants’ billed and unbilled accounts receivable. We evaluated the collection history and correspondence with the tenants. We examined publicly available information on the tenants’ financial condition. We also evaluated events subsequent to the balance sheet date, including examination of evidence of collections made subsequent to December 31, 2020.

~~/s/ Ernst & Young LLP~~

~~We have served as the Company's auditor since 2013.~~

~~Indianapolis, Indiana~~

~~March 16, 2021~~

~~F-4~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Shareholders and the Board of Directors of Washington Prime Group Inc.:~~

~~Opinion on Internal Control Over Financial Reporting~~

We have audited Washington Prime Group Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Washington Prime Group Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated March 16, 2021 expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company's ability to continue as a going concern.

~~Basis for Opinion~~

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Definition and Limitations of Internal Control Over Financial Reporting~~

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~/s/ Ernst & Young LLP~~

~~Indianapolis, Indiana~~

~~March 16, 2021~~

~~F-5~~

~~Washington Prime Group Inc.~~

~~Consolidated Balance Sheets~~

~~(dollars in thousands, except share and par value amounts)~~

December 31, 2020 December 31, 2019
ASSETS:
Investment properties at cost $ 5,873,801 $ 5,902,406
Less: accumulated depreciation 2,539,745 2,397,736
3,334,056 3,504,670
Cash and cash equivalents 92,618 41,421
Tenant receivables and accrued revenue, net 132,610 82,762
Investment in and advances to unconsolidated entities, at equity 416,339 417,092
Deferred costs and other assets 129,724 205,034
Total assets $ 4,105,347 $ 4,250,979
LIABILITIES:
Mortgage notes payable $ 1,101,653 $ 1,115,608
Notes payable 710,476 957,566
Term loans 681,563 686,642
Revolving credit facility 639,976 204,145
Other indebtedness 87,807 97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues 276,086 260,904
Distributions payable 3,323 3,252
Cash distributions and losses in unconsolidated entities, at equity 0 15,421
Total liabilities 3,500,884 3,341,139
Redeemable noncontrolling interests 3,265 3,265
EQUITY:
Stockholders' Equity:
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of December 31, 2020 and 2019 104,251 104,251
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of December 31, 2020 and 2019 98,325 98,325
Common stock, $0.0001 par value, 350,000,000 shares authorized;
20,999,596 and 20,764,920 issued and outstanding as of December 31, 2020 and 2019, respectively
2 2
Capital in excess of par value 1,262,524 1,254,788
Accumulated deficit (913,128) (655,492)
Accumulated other comprehensive loss (12,124) (5,525)
Total stockholders' equity 539,850 796,349
Noncontrolling interests 61,348 110,226
Total equity 601,198 906,575
Total liabilities, redeemable noncontrolling interests and equity $ 4,105,347 $ 4,250,979

~~The accompanying notes are an integral part of these statements.~~

~~F-6~~

~~Washington Prime Group Inc.~~

~~Consolidated Statements of Operations and Comprehensive (Loss) Income~~

~~(dollars in thousands, except per share amounts)~~

For the Year Ended December 31,
2020 2019 2018
REVENUE:
Rental income $ 506,682 $ 633,633 $ 690,432
Other income 17,736 27,851 27,047
Total revenues 524,418 661,484 717,479
EXPENSES:
Property operating 137,779 154,328 148,433
Depreciation and amortization 229,064 271,320 257,796
Real estate taxes 78,379 82,139 86,665
Advertising and promotion 7,333 9,513 9,070
General and administrative 48,119 51,187 39,090
Ground rent 778 837 789
Impairment loss 135,151 35,256 0
Total operating expenses 636,603 604,580 541,843
Interest expense, net (156,752) (153,382) (141,987)
Impairment on note receivable (11,237) 0 0
Gain on disposition of interests in properties, net 31,945 38,373 24,602
Gain on extinguishment of debt, net 0 63,660 51,395
Income and other taxes 1,098 (1,296) (1,532)
(Loss) income from unconsolidated entities (14,693) (1,499) 541
NET (LOSS) INCOME (261,824) 2,760 108,655
Net (loss) income attributable to noncontrolling interests (42,038) (1,514) 15,051
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY (219,786) 4,274 93,604
Less: Preferred share dividends (14,032) (14,032) (14,032)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (233,818) $ (9,758) $ 79,572
(LOSS) EARNINGS PER COMMON SHARE, BASIC AND DILUTED $ (11.04) $ (0.47) $ 3.81
COMPREHENSIVE (LOSS) INCOME:
Net (loss) income $ (261,824) $ 2,760 $ 108,655
Unrealized loss on interest rate derivative instruments (7,817) (14,102) (1,284)
Comprehensive (loss) income (269,641) (11,342) 107,371
Comprehensive (loss) income attributable to noncontrolling interests (43,256) (3,691) 14,871
Comprehensive (loss) income attributable to common shareholders $ (226,385) $ (7,651) $ 92,500

~~The accompanying notes are an integral part of these statements.~~

~~F-7~~

~~Washington Prime Group Inc.~~

~~Consolidated Statements of Cash Flows~~

~~(dollars in thousands)~~

For the Year Ended December 31,
2020 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (261,824) $ 2,760 $ 108,655
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation 227,012 273,204 259,022
Gain on extinguishment of debt, net 0 (63,660) (51,395)
Impairment on note receivable 11,237 0 0
Gain on disposition of interests in properties and outparcels, net (31,945) (38,373) (24,602)
Impairment loss 135,151 35,256 0
Change in estimate of collectibility of rental income 57,734 7,538 5,826
Loss (income) from unconsolidated entities 14,693 1,499 (541)
Distributions of income from unconsolidated entities 1,956 3,045 8,619
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net (100,838) (2,212) 327
Deferred costs and other assets (3,591) (4,542) (23,087)
Accounts payable, accrued expenses, deferred revenues and other liabilities 29,062 (5,210) 4,421
Net cash provided by operating activities 78,647 209,305 287,245
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired 0 0 (80,108)
Capital expenditures, net (181,097) (176,737) (153,850)
Net proceeds from disposition of interests in properties and outparcels 26,458 53,449 39,212
Investments in unconsolidated entities (21,637) (19,820) (20,178)
Distributions of capital from unconsolidated entities 5,593 27,990 35,096
Net cash used in investing activities (170,683) (115,118) (179,828)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties (99) (80) (66)
Redemption of limited partner units/preferred shares (543) (276) (28)
Net proceeds from issuance of common shares, including common stock plans 0 1 0
Distributions on common and preferred shares/units (42,332) (237,544) (236,821)
Proceeds from issuance of debt, net of transaction costs 486,662 602,742 708,563
Repayments of debt (293,867) (444,639) (588,182)
Other financing activities (3,028) 0 0
Net cash provided by (used in) financing activities 146,793 (79,796) (116,534)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 54,757 14,391 (9,117)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 75,475 61,084 70,201
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of year $ 130,232 $ 75,475 $ 61,084

~~The accompanying notes are an integral part of these statements.~~

~~F-8~~

~~Washington Prime Group Inc.~~

~~Consolidated Statements of Equity~~

~~(dollars in thousands, except per share/unit amounts)~~

Preferred Series H Preferred Series I Common Stock Capital in Excess of Par Value Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity Non-Controlling Interests Total Equity Redeemable Non-Controlling Interests
Balance, December 31, 2017 $ 104,251 $ 98,325 $ 2 $ 1,240,500 $ (350,594) $ 6,920 $ 1,099,404 $ 167,718 $ 1,267,122 $ 3,265
Cumulative effect of accounting standards — — — (389) 1,890 584 2,085 389 2,474 —
Redemption of limited partner units — — — — — — — (28) (28) —
Other — — — (103) — — (103) — (103) —
Equity-based compensation — — — 7,480 — — 7,480 842 8,322 —
Adjustments to noncontrolling interests — — — 168 — — 168 (168) 0 —
Distributions on common shares/units ($9.000 per common share/unit) — — — — (187,792) — (187,792) (34,823) (222,615) —
Distributions declared on preferred shares — — — — (14,032) — (14,032) — (14,032) —
Other comprehensive loss — — — — — (1,104) (1,104) (180) (1,284) —
Net income, excluding $240 of distributions to preferred unitholders — — — — 93,604 — 93,604 14,811 108,415 —
Balance, December 31, 2018 104,251 98,325 2 1,247,656 (456,924) 6,400 999,710 148,561 1,148,271 3,265
Exercise of stock options — — — 1 — — 1 — 1 —
Redemption of limited partner units — — — — — — — (276) (276) —
Other — — — (32) — — (32) — (32) —
Equity-based compensation — — — 7,800 — — 7,800 37 7,837 —
Adjustments to noncontrolling interests — — — (637) — — (637) 637 0 —
Distributions on common shares/units ($9.000 per common share/unit) — — — — (188,810) — (188,810) (34,802) (223,612) —
Distributions declared on preferred shares — — — — (14,032) — (14,032) — (14,032) —
Other comprehensive loss — — — — — (11,925) (11,925) (2,177) (14,102) —
Net income (loss), excluding $240 of distributions to preferred unitholders — — — — 4,274 — 4,274 (1,754) 2,520 —
Balance, December 31, 2019 104,251 98,325 2 1,254,788 (655,492) (5,525) 796,349 110,226 906,575 3,265

~~The accompanying notes are an integral part of these statements.~~

~~F-9~~

~~Washington Prime Group Inc.~~

~~Consolidated Statements of Equity (Continued)~~

~~(dollars in thousands, except per share/unit amounts)~~

Preferred Series H Preferred Series I Common Stock Capital in Excess of Par Value Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity Non-Controlling Interests Total Equity Redeemable Non-Controlling Interests
Redemption of limited partner units — — — — — — — (543) (543) —
Exchange of limited partner units — — — 28 — — 28 (28) 0 —
Other — — — (36) — — (36) — (36) —
Equity-based compensation — — — 7,345 — — 7,345 0 7,345 —
Adjustments to noncontrolling interests — — — 399 — — 399 (399) 0 —
Distributions on common shares/units ($1.125 per common share/unit) — — — — (23,818) — (23,818) (4,412) (28,230) —
Distributions declared on preferred shares — — — — (14,032) — (14,032) — (14,032) —
Other comprehensive loss — — — — — (6,599) (6,599) (1,218) (7,817) —
Net loss, excluding $240 of distributions to preferred unitholders — — — — (219,786) — (219,786) (42,278) (262,064) —
Balance, December 31, 2020 $ 104,251 $ 98,325 $ 2 $ 1,262,524 $ (913,128) $ (12,124) $ 539,850 $ 61,348 $ 601,198 $ 3,265

~~The accompanying notes are an integral part of these statements.~~

~~F-10~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Partners of Washington Prime Group, L.P. and the Board of Directors of Washington Prime Group Inc.:~~

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheets of Washington Prime Group, L.P. (the Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index to Financial Statements on Page F-1 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated March 16, 2021 expressed an unqualified opinion thereon.

~~The Partnership's Ability to Continue as a Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 2 to the financial statements, the Partnership does not expect to maintain compliance with certain of its current financial covenants, which could cause the acceleration of principal amounts due under various debt agreements, and the Partnership's sources of liquidity would be insufficient to satisfy such accelerated obligations if they became due within one year after the date of issuance of its financial statements. As a result, the Partnership has stated that substantial doubt exists about the Partnership’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Adoption of ASU No. 2016-02~~

As discussed in Note 3 to the consolidated financial statements, the Partnership changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, ~~Leases~~ ~~(Topic 842), and the related amendments.~~

~~Basis for Opinion~~

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Critical Audit Matters~~

~~F-11~~


~~Impairment of Investment Properties~~
~~Description of the Matter~~			At December 31, 2020, the Partnership’s net consolidated investment properties totaled $3,334,056 thousand. As discussed in Note 3 of the consolidated financial statements, the Partnership’s investment properties are reviewed for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment losses for investment properties are measured when the undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying amount of the related property. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the property. Auditing management’s evaluation of investment properties for impairment and measurement of impairment was complex due to the significant estimation uncertainty in determining the estimated future undiscounted cash flows of individual properties that exhibited indicators of impairment and in the determination of the fair value of properties in instances where impairment was measured. In particular, these estimates were sensitive to significant assumptions that included projected property-level net operating income, anticipated hold period, estimated capital expenditures and the capitalization rate, all of which can be affected by expectations of tenant rental demand, future market conditions, competition amongst retail real estate owners, as well as management’s intent to hold and operate the property over the term and in the manner assumed in the analysis.
~~How We Addressed the Matter in Our Audit~~			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Partnership’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. To test the Partnership’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to historical operating results of the particular property, relevant observable market information for recent sales of comparable assets, current industry trends or other relevant factors. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions, including capitalization rates, to evaluate the changes in the recoverability of certain properties that would result from changes in the assumptions. To test the fair value of properties used by the Partnership for impairment measurement purposes, we performed audit procedures that included, among others, evaluating the significant assumptions and completeness and accuracy of operating data used to estimate fair value. We involved a valuation specialist to assist in evaluating the capitalization rates that the Partnership used in its analysis of residual value at the end of the anticipated hold period and in the measurement of impairment, and we compared the projected property-level net operating income to historical actual results.

~~F-12~~


~~Tenant receivables and accrued revenue~~
~~Description of the Matter~~			At December 31, 2020, the Partnership had $132,610 thousand of tenant receivables and accrued revenue on its consolidated balance sheet which is net of its estimate of lease payments that are not probable of collection of $61,422 thousand. As discussed in Note 3 of the consolidated financial statements, the Partnership records a change in estimate of the collectability of rental income on a lease-by-lease basis in the period there is a change in its assessment of whether the collectability of operating lease payments is probable. In making this estimation, the Partnership evaluates information that includes the age of billed receivables, collection history, lease concessions granted by the Partnership and tenants’ financial condition to assess the probability of collection. Auditing management’s assessment of the collectability of lease payments involved significant auditor judgment and effort due to the high level of subjectivity involved in evaluating the tenants’ ability to pay amounts owed.
~~How We Addressed the Matter in Our Audit~~			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Partnership’s process for evaluating the collectability of lease payments, including controls over management’s review of the information described above. To test the Partnership’s assessment of the collectability of lease payments, we performed the following audit procedures, among others, on a sample of tenants’ billed and unbilled accounts receivable. We evaluated the collection history and correspondence with the tenants. We examined publicly available information on the tenants’ financial condition. We also evaluated events subsequent to the balance sheet date, including examination of evidence of collections made subsequent to December 31, 2020.

~~/s/Ernst & Young LLP~~

~~We have served as the Partnership’s auditor since 2015.~~

~~Indianapolis, Indiana~~

~~March 16, 2021~~

~~F-13~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Partners of Washington Prime Group, L.P. and the Board of Directors of Washington Prime Group Inc.:~~

~~Opinion on Internal Control Over Financial Reporting~~

We have audited Washington Prime Group, L.P.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Washington Prime Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Partnership and our report dated March 16, 2021 expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Partnership's ability to continue as a going concern.

~~Basis for Opinion~~

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Definition and Limitations of Internal Control Over Financial Reporting~~

~~/s/ Ernst & Young LLP~~

~~Indianapolis, Indiana~~

~~March 16, 2021~~

~~F-14~~

~~Washington Prime Group, L.P.~~

~~Consolidated Balance Sheets~~

~~(dollars in thousands, except unit amounts)~~

December 31, 2020 December 31, 2019
ASSETS:
Investment properties at cost $ 5,873,801 $ 5,902,406
Less: accumulated depreciation 2,539,745 2,397,736
3,334,056 3,504,670
Cash and cash equivalents 92,618 41,421
Tenant receivables and accrued revenue, net 132,610 82,762
Investment in and advances to unconsolidated entities, at equity 416,339 417,092
Deferred costs and other assets 129,724 205,034
Total assets $ 4,105,347 $ 4,250,979
LIABILITIES:
Mortgage notes payable $ 1,101,653 $ 1,115,608
Notes payable 710,476 957,566
Term loans 681,563 686,642
Revolving credit facility 639,976 204,145
Other indebtedness 87,807 97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues 276,086 260,904
Distributions payable 3,323 3,252
Cash distributions and losses in unconsolidated entities, at equity 0 15,421
Total liabilities 3,500,884 3,341,139
Redeemable noncontrolling interests 3,265 3,265
EQUITY:
Partners' Equity:
General partner
Preferred equity, 7,800,000 units issued and outstanding as of December 31, 2020 and 2019 202,576 202,576
Common equity, 20,999,596 and 20,674,941 units issued and outstanding as of December 31, 2020 and 2019, respectively 337,274 593,773
Total general partners' equity 539,850 796,349
Limited partners, 3,828,590 and 3,853,662 units issued and outstanding as of December 31, 2020 and 2019, respectively 60,351 109,193
Total partners' equity 600,201 905,542
Noncontrolling interests 997 1,033
Total equity 601,198 906,575
Total liabilities, redeemable noncontrolling interests and equity $ 4,105,347 $ 4,250,979

~~The accompanying notes are an integral part of these statements.~~

~~F-15~~

~~Washington Prime Group, L.P.~~

~~Consolidated Statements of Operations and Comprehensive (Loss) Income~~

~~(dollars in thousands, except per unit amounts)~~

For the Year Ended December 31,
2020 2019 2018
REVENUE:
Rental income $ 506,682 $ 633,633 $ 690,432
Other income 17,736 27,851 27,047
Total revenues 524,418 661,484 717,479
EXPENSES:
Property operating 137,779 154,328 148,433
Depreciation and amortization 229,064 271,320 257,796
Real estate taxes 78,379 82,139 86,665
Advertising and promotion 7,333 9,513 9,070
General and administrative 48,119 51,187 39,090
Ground rent 778 837 789
Impairment loss 135,151 35,256 0
Total operating expenses 636,603 604,580 541,843
Interest expense, net (156,752) (153,382) (141,987)
Impairment on note receivable (11,237) 0 0
Gain on disposition of interests in properties, net 31,945 38,373 24,602
Gain on extinguishment of debt, net 0 63,660 51,395
Income and other taxes 1,098 (1,296) (1,532)
(Loss) income from unconsolidated entities (14,693) (1,499) 541
NET (LOSS) INCOME (261,824) 2,760 108,655
Net income attributable to noncontrolling interests 63 45 76
NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS (261,887) 2,715 108,579
Less: Preferred unit distributions (14,272) (14,272) (14,272)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS $ (276,159) $ (11,557) $ 94,307
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS:
General partner $ (233,818) $ (9,758) $ 79,572
Limited partners (42,341) (1,799) 14,735
Net (loss) income attributable to common unitholders $ (276,159) $ (11,557) $ 94,307
(LOSS) EARNINGS PER COMMON UNIT, BASIC AND DILUTED $ (11.04) $ (0.47) $ 3.81
COMPREHENSIVE (LOSS) INCOME:
Net (loss) income $ (261,824) $ 2,760 $ 108,655
Unrealized loss on interest rate derivative instruments (7,817) (14,102) (1,284)
Comprehensive (loss) income (269,641) (11,342) 107,371
Comprehensive income attributable to noncontrolling interests 63 45 76
Comprehensive (loss) income attributable to unitholders $ (269,704) $ (11,387) $ 107,295

~~The accompanying notes are an integral part of these statements.~~

~~F-16~~

~~Washington Prime Group, L.P.~~

~~Consolidated Statements of Cash Flows~~

~~(dollars in thousands)~~

For the Year Ended December 31,
2020 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (261,824) $ 2,760 $ 108,655
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation 227,012 273,204 259,022
Gain on extinguishment of debt, net 0 (63,660) (51,395)
Impairment on note receivable 11,237 0 0
Gain on disposition of interests in properties and outparcels, net (31,945) (38,373) (24,602)
Impairment loss 135,151 35,256 0
Change in estimate of collectibility of rental income 57,734 7,538 5,826
Loss (income) from unconsolidated entities 14,693 1,499 (541)
Distributions of income from unconsolidated entities 1,956 3,045 8,619
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net (100,838) (2,212) 327
Deferred costs and other assets (3,591) (4,542) (23,087)
Accounts payable, accrued expenses, deferred revenues and other liabilities 29,062 (5,210) 4,421
Net cash provided by operating activities 78,647 209,305 287,245
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired 0 0 (80,108)
Capital expenditures, net (181,097) (176,737) (153,850)
Net proceeds from disposition of interests in properties and outparcels 26,458 53,449 39,212
Investments in unconsolidated entities (21,637) (19,820) (20,178)
Distributions of capital from unconsolidated entities 5,593 27,990 35,096
Net cash used in investing activities (170,683) (115,118) (179,828)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties (99) (80) (66)
Redemption of limited partner/preferred units (543) (276) (28)
Net proceeds from issuance of common units, including equity-based compensation plans 0 1 0
Distributions to unitholders (42,332) (237,544) (236,821)
Proceeds from issuance of debt, net of transaction costs 486,662 602,742 708,563
Repayments of debt (293,867) (444,639) (588,182)
Other financing activities (3,028) 0 0
Net cash provided by (used in) financing activities 146,793 (79,796) (116,534)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 54,757 14,391 (9,117)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 75,475 61,084 70,201
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of year $ 130,232 $ 75,475 $ 61,084

~~The accompanying notes are an integral part of these statements.~~

~~F-17~~

~~Washington Prime Group, L.P.~~

~~Consolidated Statements of Equity~~

~~(dollars in thousands, except per unit amounts)~~

General Partner
Preferred Common Total Limited Partners Total
Partners'
Equity Non-
Controlling
Interests Total
Equity Redeemable Non-Controlling Interests
Balance, December 31, 2017 $ 202,576 $ 896,828 $ 1,099,404 $ 166,660 $ 1,266,064 $ 1,058 $ 1,267,122 $ 3,265
Cumulative effect of accounting standards — 2,085 2,085 389 2,474 — 2,474 —
Redemption of limited partner units — — — (28) (28) — (28) —
Other — (103) (103) — (103) — (103) —
Equity-based compensation — 7,480 7,480 842 8,322 — 8,322 —
Adjustments to noncontrolling interests — 168 168 (168) 0 — 0 —
Distributions to common unitholders, net — (187,792) (187,792) (34,757) (222,549) (66) (222,615) —
Distributions declared on preferred units (14,032) — (14,032) — (14,032) — (14,032) (240)
Other comprehensive loss — (1,104) (1,104) (180) (1,284) — (1,284) —
Net income 14,032 79,572 93,604 14,735 108,339 76 108,415 240
Balance, December 31, 2018 202,576 797,134 999,710 147,493 1,147,203 1,068 1,148,271 3,265
Exercise of stock options — 1 1 0 1 — 1 —
Redemption of limited partner units — — — (276) (276) — (276) —
Other — (32) (32) — (32) — (32) —
Equity-based compensation — 7,800 7,800 37 7,837 — 7,837 —
Adjustments to noncontrolling interests — (637) (637) 637 0 — 0 —
Distributions to common unitholders — (188,810) (188,810) (34,722) (223,532) (80) (223,612) —
Distributions declared on preferred units (14,032) — (14,032) — (14,032) — (14,032) (240)
Other comprehensive loss — (11,925) (11,925) (2,177) (14,102) — (14,102) —
Net income (loss) 14,032 (9,758) 4,274 (1,799) 2,475 45 2,520 240
Balance, December 31, 2019 202,576 593,773 796,349 109,193 905,542 1,033 906,575 3,265

~~The accompanying notes are an integral part of these statements.~~

~~F-18~~

~~Washington Prime Group, L.P.~~

~~Consolidated Statements of Equity (Continued)~~

~~(dollars in thousands, except per unit amounts)~~

General Partner
Preferred Common Total Limited Partners Total
Partners'
Equity Non-
Controlling
Interests Total
Equity Redeemable Non-Controlling Interests
Redemption of limited partner units — — — (543) (543) — (543) —
Exchange of limited partner units — 28 28 (28) 0 — 0 —
Other — (36) (36) — (36) — (36) —
Equity-based compensation — 7,345 7,345 — 7,345 — 7,345 —
Adjustments to noncontrolling interests — 399 399 (399) 0 — 0 —
Distributions to common unitholders — (23,818) (23,818) (4,313) (28,131) (99) (28,230) —
Distributions declared on preferred shares (14,032) — (14,032) — (14,032) — (14,032) (240)
Other comprehensive loss — (6,599) (6,599) (1,218) (7,817) — (7,817) —
Net income (loss) 14,032 (233,818) (219,786) (42,341) (262,127) 63 (262,064) 240
Balance, December 31, 2020 $ 202,576 $ 337,274 $ 539,850 $ 60,351 $ 600,201 $ 997 $ 601,198 $ 3,265

~~The accompanying notes are an integral part of these statements.~~

~~F-19~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~(dollars in thousands, except share, unit and per share amounts and~~

~~where indicated as in millions or billions)~~

~~1. Organization~~

Washington Prime Group Inc. ("WPG Inc.") is an Indiana corporation that operates as a fully integrated, self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income, exclusive of net capital gains, and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG Inc. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority-owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of December 31, 2020, our assets consisted of material interests in 101 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 53 million square feet (unaudited) of managed gross leasable area ("GLA").

Unless the context otherwise requires, references to "WPG," the "Company," "we," "us" or "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.

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 expenses.

We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline 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.

~~Leadership Changes and Severance Impacting Financial Results~~

~~2020 Activity~~

In response to the COVID-19 pandemic (as discussed in Note 2 - "Basis of Presentation and Principles of Consolidation"), the Company recorded aggregate severance costs of $0.1 million related to workforce reductions, which costs are included in general and administrative expense in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2020.

~~2019 Activity~~

On February 5, 2019, the Company's Executive Vice President, Head of Open Air Centers was terminated without cause from his position and received severance payments and other benefits pursuant to the terms and conditions of his employment agreement. In addition, the Company terminated, without cause, additional non-executive personnel in the Property Management department as part of an effort to reduce overhead costs. In connection with and as part of the aforementioned management changes, the Company recorded aggregate severance charges of $1.9 million, including $0.1 million of non-cash stock compensation in the form of accelerated vesting of equity incentive awards, which costs are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2019.

~~2018 Activity~~

On May 7, 2018, the Company's Executive Vice President, Property Management was terminated without cause from his position and received severance payments and other benefits pursuant to the terms and conditions of his employment agreement. In addition, the Company terminated without cause additional non-executive personnel in the Property Management department. In connection with and as part of the aforementioned management and personnel changes, the Company recorded aggregate severance charges of $2.0 million, including $0.5 million of non-cash stock compensation in the form of accelerated vesting of equity incentive awards, which costs are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2018.

~~F-20~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~2. Basis of Presentation and Principles of Consolidation~~

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of December 31, 2020 and 2019 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation.

~~Going Concern~~

We continuously project our cash flow sources and needs. In accordance with Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued on March 16, 2021. Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity, debt and other obligations due or anticipated to come due on or before March 16, 2022 in evaluating whether it has the ability to meet its obligations as they become due within one year after the date of filing of this Form 10-K. As a result of this evaluation, the Company does not expect to maintain compliance with certain of its current financial covenants during this period, which could cause the acceleration of principal amounts due under various debt agreements. The Company's sources of liquidity would be insufficient to satisfy such accelerated obligations if they became due on or before March 16, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company has engaged in discussions with certain holders of the Company’s Senior Notes due 2024, or "Senior Notes"(as defined in Note 6 - "Indebtedness") and certain other stakeholders with respect to potential deleveraging or restructuring transactions. These discussions have included negotiations of the terms and conditions of a financial restructuring (the "Restructuring") of the existing debt of, existing equity interests in, and certain other obligations of the Company and certain of its direct and indirect subsidiaries (the "Company Parties"). The Restructuring may need to be implemented pursuant to a plan of reorganization (the "Plan") to be filed in cases commenced under chapter 11 ("Chapter 11 Cases") of the United States Bankruptcy Code (the "Bankruptcy Code"). Although the Company continues to be open to all discussions with the holders of the Senior Notes and its other stakeholders regarding a potential Restructuring, there can be no assurance we will reach an agreement regarding a Restructuring in a timely manner, on terms that are attractive to us, or at all. The Company expects to continue to provide quality service to its customers without interruption and work with its business partners as usual during the course of these discussions and any potential transaction.

On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. We elected to enter into the grace period in order to collaborate with our stakeholders regarding the Restructuring. The Company does not expect to make the interest payment on the last day of such grace period. The failure to make the interest payment will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes, which will result in a cross default under the credit agreements governing our credit facilities. On March 16, 2021, we entered into forbearance agreements (the "Forbearance Agreements") with certain holders of our Senior Notes and the administrative agents of our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment or certain other defaults (in the case of the credit agreements) until the earlier of March 31, 2021 and the occurrence of any of the early termination events specified in the agreements (the "Forbearance Periods"). There can be no assurances that we will be able to extend the Forbearance Periods or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods.

Our intentions are to consummate the Restructuring and to generate sufficient liquidity from the Restructuring to meet our obligations and operating needs. There can be no assurance that the Restructuring will occur or be successful. Additionally, we continue to focus on our initiatives to drive operational performance and work with our partners to drive revenue as we operate our business. If the Restructuring is unsuccessful, our cash position may not be sufficient to support our daily operations or initiatives.

~~F-21~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Reverse-Stock Split~~

On December 17, 2020, the Company's common shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation that effectuated a reverse-stock split (see Note 8 - "Equity" for additional details). Unless otherwise noted, all common share/unit and per share/unit information contained herein has been restated to reflect the reverse stock split as if it had occurred as of the beginning of the earliest period presented.

~~COVID-19~~

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy and infrastructure. While certain of our shopping centers were impacted by jurisdictional closures or capacity limitations during the second quarter of 2020, all of our shopping centers were open a~~s of~~ December 31, 2020, albeit subject to certain applicable operational limitations and restrictions. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which has had a material adverse impact on the Company's revenues, results of operations and cash flows for the year ending December 31, 2020. The situation continues to evolve as certain geographic regions across the United States are experiencing a surge in new cases, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases as well as reduced foot traffic. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19, including the proliferation of any mutant strains, will change, including the timing of possible additional closure requirements or the subsequent lifting of any said restrictions.

As described in Note 3 - "Summary of Significant Accounting Policies: Rental Income," we derive almost all of our income from rental payments and other tenant charges. Our revenues and cash flow have been adversely affected since the start of the pandemic as a significant number of our tenants have been unable to meet their obligations to us. Additionally, certain of our tenants have sought the protection of the bankruptcy laws as a result of the outbreak of COVID-19, resulting in the modification or termination of certain leases, causing a further reduction in our revenues and cash flow. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, all of which could be triggered in the event of one or more tenant bankruptcies and resulting lease terminations.

While the full outcome of the COVID-19 pandemic is still unknown, it has and continues to negatively impact the revenues and business of our tenants. Many of our tenants have requested some form of rent relief, and relief provided thus far has reduced our fiscal year 2020, revenues by approximately $24.1 million due to rent abatements, while additional relief in the form of rent deferrals to future periods has impacted our fiscal year 2020 operating cash flows. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of approximately $52.4 million, including the change in estimate of collectibility of accrued (straight-line) rent, for the fiscal year 2020. A further worsening of the financial condition of our tenants may impact our continual assessment of future collectibility of rents, which could cause us to write-off additional straight-line rent that has not yet been billed.

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of our centers earlier this year as well as the cessation or reduction of the operations of certain of our tenants, which has resulted in a reduction in our revenues, due to the impaired financial stability of our tenants, and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing, including restructuring certain debt obligations, for such properties may be impaired as well as our ability to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic.

As of December 31, 2020, our evaluation of impairment considered our estimate of cash flow declines caused by the COVID-19 pandemic, but our other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results. See Note 4 - "Investment in Real Estate" for discussion of impairment charges recognized as of December 31, 2020.

~~F-22~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~General~~

These consolidated 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 unaffiliated partner or owner, and the inability of any other unaffiliated partner or owner to replace us.

We consolidate a variable interest entity ("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. As of December 31, 2020, we have 1 VIE which consists of our interest in WPG L.P. There have been no changes during the year ended December 31, 2020 to any of our previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the year ended December 31, 2020, 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 unconsolidated entities, at equity in the consolidated 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, and WPG has historically committed to or intends to fund the venture.

As of December 31, 2020, our assets consisted of material interests in 101 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 85 wholly owned properties and 4 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 12 properties, or the joint venture properties, using the equity method of accounting. While we manage the day-to-day operations of the joint venture properties, we do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties.

We allocate net operating results of WPG L.P. to third parties and to WPG Inc. based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net income attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.7%, 84.4% and 84.4% for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, WPG Inc.'s ownership interest in WPG L.P. was 84.8% and, 84.5% respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P.

~~3. Summary of Significant Accounting Policies~~

~~Cash and Cash Equivalents~~

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 tenant receivables. 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.

~~F-23~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Reconciliation of Cash, Cash Equivalents, and Restricted Cash~~

~~The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the years ended December 31, 2020, 2019 and 2018:~~

For the Year Ended December 31,
2020 2019 2018
Cash and cash equivalents $ 92,618 $ 41,421 $ 42,542
Restricted cash 37,614 34,054 18,542
Total cash, cash equivalents and restricted cash $ 130,232 $ 75,475 $ 61,084

Restricted cash primarily relates to cash held in escrow for payment of real estate taxes and property reserves for maintenance, expansion or leasehold improvements as required by our mortgage loans. Restricted cash is included in "Deferred costs and other assets" in the accompanying balance sheets as of December 31, 2020 and 2019.

~~Investment Properties~~

We record investment properties at fair value when acquired. 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. Capitalized interest for the years ended December 31, 2020, 2019 and 2018 was $7,163, $3,961 and $2,234, respectively.

~~We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally~~ ~~five~~ to forty 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 ~~three~~ ~~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, estimated market values or our decision to dispose of a property before the end of its estimated useful life. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. 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 expense the excess of carrying value of the property over its estimated fair value. The evaluation of impairment is subject to certain management assumptions including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property's residual value. We may decide to dispose of properties that are held for use and the consideration received from these property dispositions 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 in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities 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. See the "Impairment" section within Note 4 - "Investment in Real Estate" for a discussion of recent impairments.

~~Investments in Unconsolidated Entities~~

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 material unconsolidated joint venture ownership interests in 12 and 13 properties as of December 31, 2020 and 2019, respectively (see Note 5 - "Investment in Unconsolidated Entities, at Equity").

~~F-24~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

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.

~~Fair Value Measurements~~

The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). Topic 820 guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

~~The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:~~

•~~Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.~~

•Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

•~~Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.~~

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Note 6 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 4 - "Investment in Real Estate" includes a discussion of the fair value inputs used in our impairment analyses, using Level 3 inputs, primarily. Level 3 inputs include our estimations of net operating results of the property, capitalization rates and discount rates.

The Company has derivatives that must be measured under the fair value standard (see Note 7 - "Derivative Financial Instruments"). The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

~~Purchase Accounting Valuation~~

We record the total consideration of acquisitions, including transaction costs as permitted under ASU 2017-1, "Business Combinations (Topic 805): Clarifying the Definition of a Business," 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 Level 2 and Level 3 inputs. Level 3 inputs include our estimations of net operating results of the property, capitalization rates and discount rates. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:

•~~the fair value of land and related improvements and buildings on an as-if-vacant basis;~~

•~~the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues;~~

•~~the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions; and~~

•~~the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.~~

The fair value of buildings is depreciated over the estimated remaining life of the acquired buildings or related improvements. We amortize 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.

~~F-25~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Use of Estimates~~

We prepared the accompanying consolidated financial statements in accordance with GAAP. This 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.

~~Segment Disclosure~~

Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into 1 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.

~~New Accounting Pronouncements~~

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842.

In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis.

~~F-26~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of December 31, 2020, we had approximately $812.0 million (excluding net debt issuance costs of $15.5 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of December 31, 2020, we had approximately $640.3 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

~~Deferred Costs and Other Assets~~

~~Deferred costs and other assets include the following as of December 31, 2020 and 2019:~~

2020 2019
Deferred leasing costs and corporate improvements, net $ 38,690 $ 53,729
In-place lease intangibles, net 19,173 27,538
Acquired above market lease intangibles, net 9,232 13,419
Mortgage and other escrow deposits 37,614 34,054
Seller financing receivable(1)
0 55,000
Prepaids, notes receivable and other assets, net 25,015 21,294
$ 129,724 $ 205,034

~~(1)~~During the year ended December 31, 2019, the Company provided a $55.0 million bridge financing to certain counterparties as part of the our other indebtedness (see Note 6 - "Indebtedness" for further details) which was settled in 2020.

~~Deferred Leasing Costs and Corporate Improvements~~

Our deferred leasing costs consist of internal salaries and related benefits prior to the adoption of ASU 2016-02 and fees paid to third party brokers. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of deferred leasing costs and corporate improvements as of December 31, 2020 and 2019 are as follows:

2020 2019
Deferred leasing costs $ 98,443 $ 121,363
Corporate improvements 6,099 6,099
Accumulated amortization (65,852) (73,733)
Deferred lease costs and corporate improvements, net $ 38,690 $ 53,729

Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations include amortization expense of $18.2 million, $24.5 million, and $27.9 million for the years ended December 31, 2020, 2019 and 2018, respectively.

~~F-27~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Revenue Recognition~~

~~Rental Income~~

We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes either a fixed minimum rent or percentage rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses included in common area maintenance, or CAM, and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of operating lease payments is probable. In making this estimation, we evaluate information that includes the age of billed receivables, collection history, lease concessions granted by the Company and tenants' financial condition to assess the probability of collection.

We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease (CAM) component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842.

Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

~~The following table summarizes our rental income for the years ended December 31, 2020, 2019 and 2018:~~

For the Year Ended December 31,
2020 2019 2018
Operating lease payments, fixed $ 478,589 $ 539,458 $ 592,481
Operating lease payments, variable 94,440 90,922 91,784
Amortization of straight-line rent, inducements, and rent abatements (17,538) 4,409 3,022
Net amortization/accretion of above and below-market leases 8,925 6,382 8,971
Change in estimate of collectibility of rental income (57,734) (7,538) (5,826)
Total rental income $ 506,682 $ 633,633 $ 690,432

Included in the amounts presented for the year ended December 31, 2020 are rent abatements $24.1 million and a change in our estimate of collectibility of rental income of $52.4 million, including the change in estimate of collectibility of accrued (straight-line) rent, in response to the COVID-19 pandemic.

~~F-28~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

We record a change in estimate of collectibility of rental income on a lease-by-lease basis in the period there is a change in our assessment of whether the collectibility of operating lease payments is probable. Accounts are written off when they are deemed to be no longer collectible. The following table provides a rollforward of activity during the years ended December 31, 2020, 2019 and 2018 is as follows:

For the Year Ended December 31,
2020 2019 2018
Balance, beginning of year $ 12,911 $ 10,131 $ 7,867
Change in estimate of collectibility of rental income 57,734 7,538 5,826
Accounts written off, net of recoveries, and other (9,223) (4,758) (3,562)
Balance, end of year $ 61,422 $ 12,911 $ 10,131

Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of December 31, 2020 are as follows:

2021 $ 414,919
2022 357,630
2023 296,072
2024 233,409
2025 178,281
Thereafter 543,439
$ 2,023,750

~~Other Income~~

~~The following table summarizes our other income for the years ended December 31, 2020, 2019 and 2018:~~

For the Year Ended December 31,
2020 2019 2018
Ancillary $ 6,561 $ 11,016 $ 10,275
Fee related 7,544 11,682 9,527
Miscellaneous 3,631 5,153 7,245
Total other income $ 17,736 $ 27,851 $ 27,047

~~Ancillary:~~ We seek to monetize our common areas through robust ancillary programs. These programs include destination holiday experiences, customer service programs, sponsored children's play areas and local events, and static and digital media initiatives. We enter into agreements with unrelated third parties under these programs and charge a negotiated fee in exchange for providing the unrelated third party access to the common area as defined under the respective agreements. We recognize the fee as revenue as we satisfy our performance obligations, which typically occurs over one year.

~~Fee related:~~ We collect fee income primarily from our unconsolidated joint ventures in exchange for providing management, leasing, and development services. Management fees are charged as a percentage of revenues (as defined in the applicable management agreements) and are recognized as revenue as we render such services. Leasing fees are charged on a fixed amount per square foot signed or a percentage of net rent negotiated within the underlying lease and are recognized upon lease execution. Development fees are charged on a contractual percentage of hard costs to develop the respective asset and are recognized as we satisfy our obligation to provide the development services.

~~Miscellaneous:~~ Miscellaneous income primarily relates to insurance proceeds received from property insurance claims and excess franchise tax refunds received for a previously-owned property. We recognize these items upon cash receipt.

~~F-29~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Income and Other Taxes~~

WPG Inc. has elected to be taxed as a REIT under Sections 856 through 860 of the Code and applicable Treasury regulations relating to REIT qualification. In order to maintain REIT status, the regulations require the entity to distribute at least 90% of taxable income, exclusive of net capital gains, to its owners and meet certain other asset and income tests as well as other requirements. WPG Inc. intends to continue to adhere to these requirements and maintain its REIT status and that of its REIT subsidiaries. As a REIT, WPG Inc. will generally not be liable for federal corporate income taxes as long as it continues to distribute at least of 100% of its taxable income. Thus, we made no provision for federal income taxes on WPG Inc. in the accompanying consolidated financial statements. If WPG Inc. fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it failed to qualify. If WPG Inc. loses its REIT status it could not elect to be taxed as a REIT for four years unless its failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We have also elected taxable REIT subsidiary ("TRS") status for some of WPG Inc.'s subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as "rents from real property." For the years ended December 31, 2020, 2019 and 2018, we recorded federal income tax (benefits) provisions of $(1,874), $(79), and $525, respectively, related to the taxable income generated by the TRS entities, which is included in income and other taxes in the accompanying consolidated statements of operations and comprehensive (loss) income. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates to be in effect when the temporary differences reverse. As of December 31, 2020, the Company had a deferred tax liability of $1,100. As of December 31, 2019, the Company had a deferred tax asset of $410 as a result of federal and state net operating loss carryovers.

A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income. As of December 31, 2020 and 2019, the TRS valuation allowance for federal and state net operating loss carryovers was $0 and $410, respectively. As of December 31, 2020 and 2019, the TRS had 0 net deferred tax assets related to net operating loss carryovers.

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 accompanying consolidated statements of operations and comprehensive (loss) income.

For federal income tax purposes, the cash distributions paid to WPG Inc.'s common and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.

~~The following characterizes distributions paid per common and preferred share on a tax basis for the years ended December 31, 2020, 2019 and 2018:~~

2020 2019 2018
$ % $ % $ %
Common shares
Ordinary income $ 1.1250 100.00 % $ 4.5009 50.01 % $ 9.0000 100.00 %
Capital gain 0 0 % 4.4991 49.99 0 0 %
$ 1.1250 100.00 % $ 9.0000 100.00 % $ 9.0000 100.00 %
Series H Preferred Shares
Ordinary income $ 1.8752 100.00 % $ 0.9378 50.01 % $ 1.8752 100.00 %
Capital gain 0 0 % 0.9374 49.99 0 0 %
$ 1.8752 100.00 % $ 1.8752 100.00 % $ 1.8752 100.00 %
Series I Preferred Shares
Ordinary income $ 1.7188 100.00 % $ 0.8596 50.01 % $ 1.7188 100.00 %
Capital gain 0 0 % 0.8592 49.99 0 0 %
$ 1.7188 100.00 % $ 1.7188 100.00 % $ 1.7188 100.00 %

~~F-30~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The capital gains characterized in the aforementioned table for the year ended December 31, 2019 have been designated as capital gain dividends pursuant to §857(b)(3)(B) of the Code.~~

~~Noncontrolling Interests for WPG Inc.~~

~~Details of the carrying amount of WPG Inc.'s noncontrolling interests are as follows as of December 31, 2020 and 2019:~~

2020 2019
Limited partners' interests in WPG L.P. $ 60,351 $ 109,193
Noncontrolling interests in properties 997 1,033
Total noncontrolling interests $ 61,348 $ 110,226

Net income attributable to noncontrolling interests (which includes limited partners' interests in WPG L.P. and noncontrolling interests in consolidated properties) is a component of consolidated net income of WPG Inc.

~~Redeemable Noncontrolling Interests for WPG Inc.~~

At December 31, 2020 and 2019, redeemable noncontrolling interests represented the outstanding 130,592 units of WPG L.P. 7.3% Series I-1 Preferred Units (the "Series I-1 Preferred Units"). Dividends accrue quarterly at an annual rate of 7.3% per share. The unaffiliated third parties have, at their option, the right to have their equity purchased by the Company subject to the satisfaction of certain conditions.

~~4. Investment in Real Estate~~

~~Summary~~

~~Investment properties consisted of the following as of December 31, 2020 and 2019:~~

2020 2019
Land $ 801,056 $ 823,887
Buildings and improvements 4,966,739 4,974,330
Total land, buildings and improvements 5,767,795 5,798,217
Furniture, fixtures and equipment 106,006 104,189
Investment properties at cost 5,873,801 5,902,406
Less: accumulated depreciation 2,539,745 2,397,736
Investment properties at cost, net $ 3,334,056 $ 3,504,670
Construction in progress included above $ 185,275 $ 115,280

~~Real Estate Acquisitions and Dispositions~~

We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of retail real estate companies that meet our investment criteria and dispose of properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain on sale of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income.

No acquisition activity occurred during the years ended December 31, 2020 and 2019. Acquisition activity for the year ended December 31, 2018 and disposition activity for the years ended December 31, 2020, 2019 and 2018 is highlighted as follows:

~~F-31~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~2018 Acquisitions~~

On April 11, 2018, we acquired, through a sale-leaseback transaction, 4 Sears department stores and adjacent Sears Auto Centers at Longview Mall, located in Longview, Texas; Polaris Fashion Place®, located in Columbus, Ohio; Southern Hills Mall, located in Sioux City, Iowa; and Town Center at Aurora®, located in Aurora, Colorado. The purchase price was approximately $28.5 million and was funded by a combination of $13.4 million from our Facility (as defined in Note 6 - "Indebtedness"), $9.7 million from the first tranche of the Four Corners transaction, as discussed below, and $5.4 million from O'Connor Mall Partners, L.P. ("O'Connor") related to their pro-rata share of the joint venture that owns Polaris Fashion Place® (see Note 5 - "Investment in Unconsolidated Entities, at Equity").

On April 24, 2018, the Company closed on the acquisition of Southgate Mall, located in Missoula, Montana, for $58.0 million, which was funded from our Facility (as defined in Note 6 - "Indebtedness").

~~The following table summarizes the fair value allocation for the acquisitions, which was finalized during the three months ended June 30, 2018:~~


~~Investment properties~~	$	~~72,647~~
~~Investment in and advances to unconsolidated entities, at equity~~	~~5,543~~
~~Deferred costs and other assets~~	~~10,311~~
~~Accounts payable, accrued expenses, intangibles, and deferred revenue~~	~~(8,393)~~
~~Net cash paid for acquisitions~~	$	~~80,108~~

Intangibles of $10.3 million, which relate primarily to above-market leases and lease in place values, are included in “Deferred costs and other assets” as of the respective acquisition dates. The initial weighted average useful life of the intangible assets was 11.5 years. Intangibles of $4.9 million, which relate primarily to below-market leases, are included in “Accounts payable, accrued expense, intangibles, and deferred revenue” as of the respective acquisition dates. The initial weighted average useful life of the intangible liabilities was 9.6 years. We capitalized $0.6 million of transaction costs as the transactions were accounted for as asset acquisitions.

~~2020 Dispositions~~

On March 13, 2020, Seminole Towne Center, located in Sanford, Florida, was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement. This property was held in an unconsolidated joint venture and all operational involvement between us and the related property ceased in connection with this transition (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for additional details).

On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor for a purchase price of $13.6 million. The net proceeds of $13.4 million was used to fund ongoing redevelopment efforts and general corporate purposes.

On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor for a purchase price of $1.1 million. The net proceeds of $0.4 million was used for general corporate purposes.

We were party to 2 separate purchase and sale agreements to sell certain outparcels to FCPT Acquisitions, LLC ("Four Corners"). The following table summarizes the key terms of each of the closings that occurred during the year ended December 31, 2020:

Sales Date Parcels Sold Purchase Price Sales Proceeds
February 13, 2020 2 $ 1,961 $ 1,945
September 17, 2020 1 2,072 2,063
October 29, 2020 1 1,158 1,155
November 13, 2020 1 1,899 1,814
November 20, 2020 1 1,811 1,697
6 $ 8,901 $ 8,674

~~F-32~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

Based upon the closings above and amendments executed as of December 31, 2020, there are 0 remaining parcels from the first purchase and sale agreement and the Company has approximately $19.1 million from the second purchase and sale agreement to close, subject to due diligence and closing conditions. Additionally, during the year ended December 31, 2020, the Company sold certain undeveloped land parcels and developed outparcels for an aggregate purchase price of approximately $4.3 million, receiving net proceeds of approximately $3.5 million. The net proceeds from the disposition activities were generally used to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2020 disposition activities, the Company recorded a net gain of $31.9 million, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2020.

~~2019 Dispositions~~

On December 19, 2019, we completed the sale of Charles Towne Square, located in Charleston, South Carolina, to an unaffiliated private real estate investor for a purchase price of $5.0 million. The net proceeds of $4.6 million were used to fund ongoing redevelopment efforts and general corporate purposes.

~~The following table summarizes the key terms of each of the closings with Four Corners that occurred during the year ended December 31, 2019:~~

Sales Date Parcels Sold Purchase Price Sales Proceeds
January 18, 2019 8 $ 9,435 $ 9,364
February 11, 2019 1 2,766 2,720
April 3, 2019 1 2,048 2,016
June 28, 2019 3 3,050 3,031
August 1, 2019 1 1,210 1,199
August 29, 2019 1 3,397 3,394
September 16, 2019 1 3,205 3,118
September 27, 2019 2 4,412 4,377
October 18, 2019 2 3,011 2,989
December 30, 2019 5 8,560 8,495
25 $ 41,094 $ 40,703

Additionally, during the year ended December 31, 2019, the Company sold certain undeveloped land parcels and developed outparcels for an aggregate purchase price of approximately $8.8 million, receiving net proceeds of approximately $8.2 million. The net proceeds from the disposition activities were generally used to fund ongoing redevelopment efforts and for general corporate purposes.

In connection with the 2019 dispositions, the Company recorded a net gain of $38.4 million which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2019.

~~On December 18, 2019, West Ridge Mall and Plaza (collectively "West Ridge"), located in Topeka, Kansas, were transitioned to the lender (see Note 6 - "Indebtedness" for further discussion).~~

~~On July 1, 2019, Towne West Square, located in Wichita, Kansas, was transitioned to the lender (see Note 6 - "Indebtedness" for further discussion).~~

~~F-33~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~2018 Dispositions~~

~~The following table summarizes the key terms of each of the closings with Four Corners that occurred during the year ended December 31, 2018:~~

Sales Date Parcels Sold Purchase Price Sales Proceeds
January 12, 2018 10 $ 13,692 $ 13,506
June 29, 2018 5 9,503 9,423
July 27, 2018 2 4,607 4,530
October 31, 2018 2 1,718 1,714
November 16, 2018 1 3,195 3,166
20 $ 32,715 $ 32,339

The net proceeds were used to fund a portion of the acquisition of the Sears parcels on April 11, 2018, as discussed above, to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2018 dispositions, the Company recorded a net gain of $24.6 million which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2018.

~~On October 23, 2018, Rushmore Mall, located in Rapid City, South Dakota, was transitioned to the lender (see Note 6 - "Indebtedness" for further discussion).~~

~~Intangible Assets and Liabilities Associated with Acquisitions~~

Intangible assets and liabilities, which were recorded at the respective acquisition dates, are associated with the Company's acquisitions of properties at fair value. The gross intangibles recorded as of their respective acquisition date are comprised of an asset for acquired above-market leases in which the Company is the lessor, a liability for acquired below-market leases in which the Company is the lessor, and an asset for in-place leases.

~~The following table denotes the gross carrying values of the respective intangibles as of December 31, 2020 and 2019:~~

Balance as of
Intangible Asset/Liability December 31, 2020 December 31, 2019
Above-market leases - Company is lessor $ 27,471 $ 46,745
Below-market leases - Company is lessor $ 78,356 $ 108,345
In-place leases $ 74,903 $ 103,043

The intangibles related to above and below-market leases in which the Company is the lessor are amortized to minimum rents on a straight-line basis over the estimated life of the lease, with amortization as a net increase to minimum rents in the amounts of $8,925, $6,382, and $8,971 for the years ended December 31, 2020, 2019 and 2018, respectively.

In-place leases are amortized to depreciation and amortization expense over the life of the leases to which they pertain, with such amortization of $8,362, $11,409, and $14,780 for the years ended December 31, 2020, 2019 and 2018, respectively.

The table below identifies the types of intangible assets and liabilities, their location on the consolidated balance sheets, their weighted average amortization period, and their book value, which is net of accumulated amortization, as of December 31, 2020 and 2019:

Balance as of
Intangible
Asset/Liability Location on the
Consolidated Balance Sheets Weighted Average Remaining Amortization (in years) December 31, 2020 December 31, 2019
Above-market leases - Company is lessor Deferred costs and other assets 7.6 $ 9,232 $ 13,419
Below-market leases - Company is lessor Accounts payable, accrued expenses, intangibles and deferred revenues 13.0 $ 41,773 $ 54,885
In-place leases Deferred costs and other assets 13.8 $ 19,173 $ 27,538

~~F-34~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The future net amortization of intangibles as an increase (decrease) to net income as of December 31, 2020 is as follows:~~

Above/Below-Market Leases-Lessor In-place Leases Total Net Intangible Amortization
2021 $ 3,263 $ (2,957) $ 306
2022 3,240 (2,482) 758
2023 2,774 (2,006) 768
2024 2,870 (1,559) 1,311
2025 2,666 (1,165) 1,501
Thereafter 17,728 (9,004) 8,724
$ 32,541 $ (19,173) $ 13,368

~~Impairment~~

During the fourth quarter of 2020, we recorded an impairment charge of approximately $109.0 million related to one enclosed retail property and one open air property based on the total estimated fair value of $48.1 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value was based on the respective discounted future cash flows, using a discount rate of 14.5% and a terminal capitalization rate of 14.0% for the one enclosed retail property and a discount rate of 11.8% and a terminal capitalization rate of 11.3% for the open air property, respectively, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs).

During the third quarter of 2020, we recorded an additional impairment charge of approximately $1.1 million related to a single tenant outparcel located in Topeka, Kansas (the "Topeka Property"). The impairment charge was attributed to a change in facts and circumstances when we decided to hold the asset for a shorter period, which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement with an unaffiliated real estate investor, which was sold on December 9, 2020 (Level 1 input).

During the second quarter of 2020, we recorded an impairment charge of approximately $23.8 million related to two enclosed retail properties based on the total estimated fair value of $12.6 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate range of 18.8% to 19.3% and a terminal capitalization rate range of 16.8% to 17.3%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs).

During the first quarter of 2020, we recorded an impairment charge of approximately $1.3 million related to vacant land at Georgesville Square, located in Columbus, Ohio and the Topeka Property. The impairment charges in both instances were due to changes in facts and circumstances when we decided to hold the assets for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. In the case of the vacant land at Georgesville Square, which was sold during the second quarter of 2020, the fair value was based on the sales price (Level 1 input). In the case of the Topeka Property, the fair value was based on general market conditions (Level 3 inputs).

During the fourth quarter of 2019, the mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia was transferred to the special servicer (see Note 6 - "Indebtedness" for further details). As part of our quarterly assessment and in connection with the preparation of the financial statements included in this report, we considered this a triggering event and further shortened the estimated hold period, which resulted in the carrying value not being recoverable from the estimated undiscounted cash flows. The fair value of the property was based on the respective discounted estimated future cash flows, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). We compared the estimated fair value of $19.8 million to the related carrying value of $26.1 million, which resulted in the recording of an impairment charge of approximately $6.3 million in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2019.

~~F-35~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

During the third quarter of 2019, we recorded an impairment charge of approximately $28.9 million related to two enclosed retail properties and one open air property, which was sold in 2020, based on the total estimated fair value of $21.0 million and the related carrying value. In the case of the two enclosed retail properties, the impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). In the case of the open air property, the impairment charge was due to the change in facts and circumstances when we decided to hold the asset for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement (Level 1 input).

~~5. Investment in Unconsolidated Entities, at Equity~~

~~The Company's investment activity in unconsolidated real estate entities for the years ended December 31, 2020 and 2019 consisted of investments in the following joint ventures:~~

•~~The O'Connor Joint Venture I~~

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of 5 enclosed retail properties and related outparcels, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place®; Scottsdale Quarter® located in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas. We retain management, leasing, and development responsibilities for the O'Connor Joint Venture I.

On December 20, 2019, the O'Connor Joint Venture I closed on the extension of the mortgage loan secured by The Mall at Johnson City. The extension was effective May 6, 2020 and extended the maturity of the mortgage loan to May 6, 2023, with an additional 2 one-year extension options available to the joint venture. The extension required a $5.0 million principal prepayment on May 6, 2020, in addition to funding certain reserve accounts of $10.0 million for future redevelopment and property improvements. On June 11, 2020, and in response to the COVID-19 pandemic, the O'Connor Joint Venture I executed a standstill agreement with the lender that extended the effective date of the extension to December 1, 2020, at which time the O'Connor Joint Venture I extended the maturity of the mortgage loan pursuant to the terms and payment requirements noted above.

On April 11, 2018, the O'Connor Joint Venture I closed on the acquisition of the Sears department store located at Polaris Fashion Place® in connection with our acquisition of additional Sears department stores (see Note 4 - "Investment in Real Estate").

•~~The O'Connor Joint Venture II~~

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of 7 of the Company's retail properties and certain related outparcels, consisting of the following: The Arboretum, located in Austin, Texas; Arbor Hills, located in Ann Arbor, Michigan; Classen Curve and The Triangle at Classen Curve, each located in Oklahoma City, Oklahoma and Nichols Hills Plaza, located in Nichols Hills, Oklahoma (the "Oklahoma City Properties"); Gateway Centers, located in Austin, Texas; Malibu Lumber Yard, located in Malibu, California; Palms Crossing I and II, located in McAllen, Texas; and The Shops at Arbor Walk, located in Austin, Texas. We retain management, leasing, and development responsibilities for the properties included in the O'Connor Joint Venture II.

•~~The Seminole Joint Venture~~

This investment consisted of a 45% non-controlling interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot (unaudited) enclosed regional retail property located in the Orlando, Florida area. The Company had 0 effective financial interest in this property due to preferences. On March 13, 2020, the property held through this venture was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement and all involvement between us and the related property ceased in connection with this transition. We recorded a gain of $15.4 million related to our cash distributions and losses in the Seminole Joint Venture, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss for the year then ended.

~~F-36~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

•~~Other Joint Venture~~

The Company also holds an indirect 12.5% ownership interest in certain real estate through a joint venture with an unaffiliated third party. We do not have management, leasing and development responsibilities for this joint venture.

Advances to the joint ventures totaled $0.3 million and $0.5 million as of December 31, 2020 and 2019, respectively, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheets. Management deems this balance to be collectible and anticipates repayment within one year.

~~The following table presents the combined statements of operations for our joint ventures for the years ended December 31, 2020, 2019 and 2018:~~

For the Year Ended December 31,
2020 2019 2018
Total revenues $ 211,468 $ 262,463 $ 262,410
Operating expenses 97,872 110,399 106,402
Depreciation and amortization 91,075 101,953 97,810
Operating income 22,521 50,111 58,198
Gain (loss) on sale of interests in property and unconsolidated entities, net 2,039 (1,288) 583
Gain on extinguishment of debt, net 15,698 0 0
Interest expense, taxes, and other, net (49,027) (61,523) (52,477)
Net (loss) income from the Company's unconsolidated real estate entities $ (8,769) $ (12,700) $ 6,304
Our share of (loss) income from the Company's unconsolidated real estate entities $ (14,693) $ (1,499) $ 541

~~The following table presents the combined balance sheets of our joint ventures as of December 31, 2020 and 2019:~~

December 31,
2020 2019
Assets:
Investment properties at cost, net $ 1,829,481 $ 1,905,336
Construction in progress 50,794 38,280
Cash and cash equivalents 41,273 43,137
Tenant receivables and accrued revenue, net 45,877 31,238
Deferred costs and other assets (1)
295,121 301,133
Total assets $ 2,262,546 $ 2,319,124
Liabilities and Members’ Equity:
Mortgage notes payable $ 1,214,679 $ 1,282,307
Accounts payable, accrued expenses, intangibles, and deferred revenues(2)
293,336 297,163
Total liabilities 1,508,015 1,579,470
Members’ equity 754,531 739,654
Total liabilities and members’ equity $ 2,262,546 $ 2,319,124
Our share of members’ equity, net $ 396,370 $ 384,332
Our share of members’ equity, net $ 396,370 $ 384,332
Advances and excess investment 19,969 17,339
Net investment in and advances to unconsolidated entities, at equity(3)
$ 416,339 $ 401,671

(1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $68,028 and $79,457 as of December 31, 2020 and 2019, respectively. Additionally, includes ROU assets of $173,304 and $172,991 related to ground leases for which our joint ventures are the lessees as of December 31, 2020 and 2019, respectively.

~~F-37~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

(2) Includes the net book value of below market leases of $35,882 and $45,757 as of December 31, 2020 and 2019, respectively. Additionally, includes lease liabilities of $173,304 and $172,991 related to ground leases for which our joint ventures are the lessees as of December 31, 2020 and 2019, respectively.

(3) Includes $416,339 and $417,092 of investment in and advances to unconsolidated entities, at equity as of December 31, 2020 and 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of December 31, 2020 and 2019, respectively.

In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, executed the following forbearance agreements related to various mortgage notes outstanding during the year ended December 31, 2020:

~~Property~~

~~Monthly Service Terms~~

~~Description of Relief~~

~~Duration of Forbearance~~

~~Repayment Terms~~1

~~Status as of December 31, 2020~~

~~Arbor Hills~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~12 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Arboretum, The~~

~~Interest only~~

~~Interest~~

~~3 months ended July 2020~~

~~5 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Classen Curve & The Triangle at Classen Curve~~

~~Interest only~~

~~Interest~~

~~3 months ended July 2020~~

~~5 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Gateway Centers~~

~~Interest only~~

~~Interest~~

~~3 months ended July 2020~~

~~5 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Mall at Johnson City, The~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~12 months commenced August 2020~~

~~Repayment terms ongoing~~

~~Nichols Hills Plaza~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~Due at maturity (Jan. 1, 2023)~~

~~Repayment terms satisfied~~

~~Polaris Fashion Place~~

~~Interest and principal~~

~~Interest~~

~~3 months ended July 2020~~

~~5 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Town Center Crossing~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~12 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Town Center Plaza~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~12 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Scottsdale Quarter (Blocks K & M)~~

~~Interest only~~

~~Interest~~

~~3 months ended July 2020~~

~~Commenced August 2020 with payments made from excess property cash flow until repaid in full~~

~~Repayment terms satisfied~~

1~~Maturity dates noted include any applicable extension options available to the borrower.~~

~~6. Indebtedness~~

~~Mortgage Debt~~

~~Total mortgage indebtedness at December 31, 2020 and 2019 was as follows:~~

2020 2019
Face amount of mortgage loans $ 1,104,375 $ 1,117,242
Fair value adjustments, net 1,685 3,463
Debt issuance cost, net (4,407) (5,097)
Carrying value of mortgage loans $ 1,101,653 $ 1,115,608

~~The mortgage debt had weighted average interest and maturity of 4.68% and 3.6 years at December 31, 2020 and 4.61% and 4.5 years at December 31, 2019.~~

~~F-38~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~A roll forward of mortgage indebtedness from December 31, 2019 to December 31, 2020 is summarized as follows:~~


~~Balance at December 31, 2019~~	$	~~1,115,608~~
~~Debt amortization payments~~	~~(12,867)~~
~~Issuance costs incurred upon debt modifications~~	~~(744)~~



~~Amortization of fair value and other adjustments~~	~~(1,778)~~
~~Amortization of debt issuance costs~~	~~1,434~~
~~Balance at December 31, 2020~~	$	~~1,101,653~~

~~In response to the COVID-19 pandemic, the Company executed the following forbearance agreements related to various mortgage notes outstanding during the year ended December 31, 2020:~~

~~Property~~

~~Monthly Service Terms~~

~~Description of Relief~~

~~Duration of Forbearance~~

~~Repayment Terms~~1

~~Status as of December 31, 2020~~

~~Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza~~

~~Interest only~~

~~Interest~~

~~6 months ended October 2020~~

~~6 months commenced November 2020~~

~~Repayment terms ongoing~~

~~Southgate Mall~~

~~Interest only~~

~~Interest~~

~~3 months ended July 2020~~

~~Due at maturity (Sept. 27, 2023)~~

~~Repayment terms satisfied~~

~~Town Center at Aurora~~

~~Interest and principal~~

~~6 months ended October 2020~~

~~Commenced November 2020 with payments made from excess property cash flow until repaid in full~~

~~Repayment terms satisfied~~

~~Westminster Mall~~

~~Interest and principal~~

~~3 months ended August 2020, paid from escrows~~

~~Not applicable~~

~~Repayment terms satisfied~~

~~Canyon View Marketplace~~

~~Interest and principal~~

~~3 months ended July 2020~~

~~6 months commenced August 2020~~

~~Repayment terms satisfied~~

~~Grand Central Mall~~

~~Interest and principal~~

~~3 months ended August 2020~~

~~12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)~~

~~Repayment terms ongoing~~

~~Lincolnwood Town Center~~

~~Interest and principal~~

~~6 months ended October 2020~~

~~12 months commenced November 2020, but outstanding payments due at maturity (April 1, 2021)~~

~~Repayment terms ongoing~~

1 ~~Maturity dates noted include any applicable extension options available to the borrower.~~

~~2020 Activity~~

In connection with the forbearance agreement executed on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, the maturity date of the mortgage note payable was extended one year to July 6, 2021.

On April 3, 2020, the Company exercised the third of 3 options to extend the maturity of the $65.0 million term loan secured by Weberstown Mall, located in Stockton, California, for one year. The extended maturity date is June 8, 2021.

On February 14, 2020, the Company exercised the second of 2 options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado, for one year. The extended maturity is April 1, 2021. Additionally, as part of the aforementioned forbearance agreement, the Company was granted an additional one year extension option, which would extend the maturity to April 1, 2022. The extension option is subject to continued compliance with the terms of the mortgage agreement.

~~2019 Activity~~

~~On December 18, 2019, the $49.5 million mortgage on West Ridge, was canceled upon the lender foreclosure (see "Covenants" section below for additional details).~~

~~F-39~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~On September 16, 2019,~~ an affiliate of WPG Inc. repaid its existing $47.2 million, 7.50% fixed rate cross-defaulted and cross-collateralized pool of mortgages that encumbered Forest Plaza, located in Rockford, Illinois; Lakeline Plaza, located in Cedar Park, Texas; Muncie Towne Plaza, located in Muncie, Indiana; and White Oaks Plaza, located in Springfield, Illinois, which was scheduled to mature on October 16, 2019. Simultaneously, the Company closed on a new $117.0 million, 3.67% fixed rate cross-defaulted and cross-collateralized pool of mortgages encumbering the same properties. The new loan requires monthly interest-only payments and will mature on October 1, 2029.

~~On July 1, 2019, the $45.2 million mortgage on Towne West Square was canceled upon the lender foreclosure (see "Covenants" section below for additional details).~~

On April 16, 2019, an affiliate of WPG Inc. closed on a $180.0 million non-recourse mortgage note payable with a ten-year term and a fixed rate of 4.86% secured by Waterford Lakes Town Center, located in Orlando, Florida. The mortgage note payable requires monthly principal and interest payments and will mature on May 6, 2029. The net proceeds were primarily used to reduce corporate debt.

~~On April 8, 2019, the Company exercised the second of 3 options to extend the maturity date of the $65.0 million term loan secured by Weberstown Mall for one year.~~

~~On April 1, 2019, the Company exercised the first of 2 options to extend the maturity of the $52.0 million mortgage note payable on Town Center at Aurora~~® ~~for one year.~~

~~Corporate Debt~~

On February 15, 2021, we deferred the semi-annual interest payment on the Senior Notes. See Note 12 - "Subsequent Events" and Note 2 - "Basis of Presentation and Principles for Consolidation" for additional details.

On August 13, 2020, the Company entered into amendments to our Facility (as defined below), December 2015 Term Loan (as defined below), and the $65.0 million term loan secured by Weberstown Mall. The amendments, totaling $1.4 billion of consolidated indebtedness, provide certain covenant relief through the third quarter of 2021 in exchange for partial collateralization of certain unencumbered consolidated properties, which can be released starting in the third quarter of 2021 if certain financial conditions are met. The partial collateralization has resulted in temporary security of approximately $1.0 billion of debt that was previously unsecured. The stated interest rates, depending on total leverage levels, ranges from LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50%. Prior to the amendments, the stated interest rates, depending on total leverage levels, ranged from LIBOR plus 1.80% to 2.35%, with 0 LIBOR floor. The amendments were accounted for as debt modifications, and the Company capitalized approximately $13.0 million of issuance costs, which are being amortized to interest expense over the respective remaining debt term.

On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly payments that we owe under the leases totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes.

~~On February 28, 2020, the Company redeemed the Exchange Notes in advance of the April 1, 2020 maturity date. The repayment was funded utilizing borrowings on the Revolver.~~

During the year ended December 31, 2019, the Company retired $29.1 million outstanding principal on the Senior Notes due 2024 and recognized a gain of approximately $1.2 million, which is recorded in gain on extinguishment of debt, net in the accompanying consolidated statements of operations and comprehensive (loss) income for the period then ended.

~~F-40~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The following table identifies our total unsecured debt outstanding at December 31, 2020 and December 31, 2019:~~

December 31,
2020 December 31,
2019
Notes payable:
Face amount - the Exchange Notes(1)
$ 0 $ 250,000
Face amount - Senior Notes due 2024(2)
720,900 720,900
Debt discount, net (6,338) (7,864)
Debt issuance costs, net (4,086) (5,470)
Total carrying value of notes payable $ 710,476 $ 957,566
Term loans:(7)
Face amount - Term Loan(3)(4)
$ 350,000 $ 350,000
Face amount - December 2015 Term Loan(5)
340,000 340,000
Debt issuance costs, net (8,437) (3,358)
Total carrying value of term loans $ 681,563 $ 686,642
Revolving credit facility:(3)(6)
Face amount $ 647,000 $ 207,000
Debt issuance costs, net (7,024) (2,855)
Total carrying value of revolving credit facility $ 639,976 $ 204,145
Other indebtedness:(8)
Anticipated settlement amount $ 109,285 $ 109,285
Debt issuance costs, net (1,509) (1,561)
Future accretion, net (19,969) (10,123)
Total carrying value of other indebtedness $ 87,807 $ 97,601

~~(1)~~ ~~The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum.~~

~~(2)~~ The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024.

~~(3)~~ ~~The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility."~~

~~(4)~~ The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on December 30, 2022. We have interest rate swap agreements totaling $250.0 million, which effectively fix the interest rate on a portion of the Term Loan at 5.71% per annum through June 30, 2021. At December 31, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%.

~~(5)~~ The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on January 10, 2023. We have interest rate swap agreements totaling $340.0 million, which effectively fix the interest rate at 4.67% per annum through maturity.

~~(6)~~The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25% and will initially mature on December 30, 2021, subject to 2 six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At December 31, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At December 31, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25%, or 2.75%. The interest rate on the Revolver could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

~~(7)~~ While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

~~(8)~~ Represents the financial liability associated with our October 2019 failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period.

~~F-41~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The following table presents the borrowings and paydowns on the Revolver during the years ended December 31, 2020 and December 31, 2019:~~

2020 2019
Beginning Balance $ 207,000 $ 290,000
Borrowings 471,000 267,000
Paydowns (31,000) (350,000)
Ending Balance $ 647,000 $ 207,000

During 2020, borrowings under the Revolver were primarily used to redeem the Exchange Notes, for ongoing redevelopment efforts and to bolster liquidity as a result of the COVID-19 pandemic. Paydowns of outstanding borrowings were primarily funded using proceeds from property dispositions (see Note 4 - "Investment in Real Estate") and cash flow from operations.

During 2019, borrowings under the Revolver were primarily used for ongoing redevelopment efforts and general corporate purposes. Paydowns of outstanding borrowings were funded using proceeds from property dispositions (see Note 4 - "Investment in Real Estate"), new mortgage activity as discussed above and cash flow from operations.

~~Covenants~~

Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of December 31, 2020, the Company was in compliance with all applicable covenants of its corporate debt (see Note 12 - "Subsequent Events" for additional details).

The total balance of mortgages was approximately $1.1 billion as of December 31, 2020. At December 31, 2020, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and 2 full-recourse loans secured by mortgages encumbering 24 properties, including 1 separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of 4 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 2 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.

On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. No further default notice has been issued by the special servicer to the borrower regarding this obligation.

On May 22, 2020, we received a notice of default letter, dated May 21, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. On September 14, 2020, the borrower executed a forbearance agreement, effective May 1, 2020, which deferred required debt service payments from May 2020 through October 2020. The Company continues to manage and lease the property (see Note 12 - "Subsequent Events" for additional details).

~~F-42~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property.

On November 5, 2019, we received a letter, dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. An affiliate of the Company still holds title to the property.

In addition and in response to the COVID-19 pandemic, separate borrowers, each a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $17.2 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina, and the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrowers continue to have discussions with the special servicers of each non-recourse loan and are considering various options (see Note 12 - "Subsequent Events" for additional details).

On November 19, 2018, we received a notice of default letter, dated November 15, 2018, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $49.5 million mortgage loan secured by West Ridge. The notice was issued by the special servicer because the borrower did not make certain reserve payments or deposits as required by the loan agreement for the aforementioned loan. On December 18, 2019, an affiliate of the Company transitioned the property to the lender.

On May 29, 2018, we received a notice of default letter, dated May 25, 2018, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $94.0 million mortgage loan secured by Rushmore Mall. The notice was issued by the special servicer because the borrower notified the lender that there were insufficient funds to ensure future compliance with the mortgage loan due to the loss of certain tenants. On October 23, 2018, an affiliate of the Company transitioned the property to the lender.

On April 11, 2018, we received a notice of default letter, dated April 6, 2018, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $45.2 million mortgage loan secured by Towne West Square. The notice was issued by the special servicer because the borrower did not make certain reserve payments or deposits as required by the loan agreement for the aforementioned loan. On July 1, 2019, an affiliate of the Company transitioned the property to the lender.

At December 31, 2020, management believes the applicable borrowers under our other 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. A Chapter 11 filing could trigger secured mortgage defaults on various mortgages. The Company has assessed each of the defaulted properties, for which the Company still holds title, for impairment indicators as part of our quarterly assessment. Refer to Note 4 - "Investment in Real Estate" for further details.

~~Gain on Extinguishment of Debt, Net~~

During the year ended December 31, 2019, the Company recognized a net gain of $62.5 million related to the $94.7 million mortgage debt cancellation and ownership transfer of West Ridge and Towne West Square, which is included in gain on extinguishment of debt, net in the consolidated statements of operations and comprehensive (loss) income for the year then ended.

During the year ended December 31, 2018, the Company recognized a net gain of $51.4 million related to the $94.0 million mortgage debt cancellation and ownership transfer of Rushmore, which is included in gain on extinguishment of debt, net in the consolidated statements of operations and comprehensive (loss) income for the year then ended.

~~F-43~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Debt Maturity and Cash Paid for Interest~~

~~Scheduled principal repayments on indebtedness (including extension options) as of December 31, 2020 are as follows:~~

2021 $ 308,729
2022 1,180,870
2023 406,414
2024 985,474
2025 3,417
Thereafter 386,656
Total principal maturities 3,271,560
Note discount (6,338)
Fair value adjustments, net 1,685
Debt issuance costs, net (25,463)
Future accretion of other indebtedness, net (19,969)
Total mortgages and corporate indebtedness $ 3,221,475

~~Cash paid for interest for the years ended December 31, 2020, 2019 and 2018 was $143,615, $149,775 and $141,641, respectively.~~

~~Fair Value of Debt~~

The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate corporate debt (including variable-rate corporate debt swapped to fixed-rate and our other indebtedness, as discussed above) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using Level 1 quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 2 inputs.

~~The book value and fair value of these financial instruments along with the related discount rate assumptions as of December 31, 2020 and 2019 are summarized as follows:~~

2020 2019
Book value of fixed- rate mortgages(1)
$ 1,039,375 $ 1,052,242
Fair value of fixed-rate mortgages $ 1,057,727 $ 1,062,205
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.79 % 4.24 %
Book value of fixed-rate corporate debt(1)
$ 1,420,185 $ 1,660,062
Fair value of fixed-rate corporate debt $ 1,203,079 $ 1,673,105
Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt 10.22 % 6.03 %

~~(1) Excludes deferred financing fees and applicable debt discounts.~~

~~7. Derivative Financial Instruments~~

~~Risk Management Objective of Using Derivatives~~

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings.

~~F-44~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Cash Flow Hedges of Interest Rate Risk~~

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive income ("AOCI") during the term of the hedged debt transaction.

Amounts reported in AOCI relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $9.0 million will be reclassified as an increase to interest expense.

On March 29, 2019, the Company entered into 1 two-year swap, totaling $52.0 million with an effective date of April 1, 2019, pursuant to the terms of the extension option executed on the mortgage note payable loan at Town Center at Aurora®~~. As of December 31, 2020, the Company had 11 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a current notional value of $640.3 million.~~

~~The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2020 and 2019:~~

Derivatives designated as hedging instruments: Balance Sheet
Location December 31, 2020 December 31, 2019
Interest rate products Liability Derivatives Accounts payable, accrued expenses, intangibles and deferred revenues $ 14,380 $ 6,592

There were 0 asset derivative instruments at December 31, 2020 and 2019. The liability derivative instruments were reported at their fair value $14,380 and $6,592 at December 31, 2020 and 2019, respectively, with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Over time, the unrealized gains and losses held in AOCL will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2020, 2019 and 2018:

Derivatives in Cash Flow Hedging Relationships
(Interest rate products) Location of Gain or (Loss) Recognized in Income on Derivatives For the Year Ended December 31,
2020 2019 2018
Amount of (Loss) or Gain Recognized in OCL on Derivative Interest expense $ (17,832) $ (13,363) $ 1,054
Amount of Loss or (Gain) Reclassified from AOCL into Income Interest expense $ 10,015 $ (739) $ (2,338)

~~F-45~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018:~~

Effect of Cash Flow Hedges on Consolidated Statements of Operations For the year ended December 31,
2020 2019 2018
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (156,752) $ (153,382) $ (141,987)
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense $ 10,015 $ (739) $ (2,338)

~~Credit Risk-Related Contingent Features~~

The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

As of December 31, 2020, the fair value of derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $14,380. As of December 31, 2020, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions as of December 31, 2020. If the Company had breached any of these provisions at December 31, 2020, it would have been required to settle its obligation under these agreements at their termination value of $14,380.

~~Fair Value Considerations~~

Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy.

To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2020 and 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

~~F-46~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

The tables below presents the Company’s net assets and (liabilities) measured at fair value as of December 31, 2020 and 2019 aggregated by the level in the fair value hierarchy within which those measurements fall:

Quoted Prices in Active Markets for Identical Liabilities
(Level 1) Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Balance at December 31, 2020
Derivative instruments, net $ 0 $ (14,380) $ 0 $ (14,380)

Quoted Prices in Active Markets for Identical Liabilities
(Level 1) Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Balance at December 31, 2019
Derivative instruments, net $ 0 $ (6,592) $ 0 $ (6,592)

~~8. Equity~~

~~Preferred Stock~~

~~Series H Cumulative Redeemable Preferred Stock~~

On January 15, 2015, WPG Inc. issued 4,000,000 shares of 7.5% Series H Cumulative Redeemable Preferred Stock (the "Series H Preferred Shares"). Dividends accrue quarterly at an annual rate of 7.5% per share. WPG Inc. can redeem this series, in whole or in part, at a redemption price of $25.00 per share, plus accumulated and unpaid dividends. WPG L.P. issued to WPG Inc. a like number of preferred units as consideration for the Series H Preferred Shares and can redeem this series, in whole or in part, when WPG Inc. can redeem the Series H Preferred Shares at like terms. All shares remain issued and outstanding as of December 31, 2020 and 2019.

~~Series I Cumulative Redeemable Preferred Stock~~

On January 15, 2015, WPG Inc. issued 3,800,000 shares of 6.875% Series I Cumulative Redeemable Preferred Stock (the "Series I Preferred Shares"). Dividends accrue quarterly at an annual rate of 6.875% per share. WPG Inc. can redeem this series, in whole or in part, at a redemption price of $25.00 per share, plus accumulated and unpaid dividends. WPG L.P. issued to WPG Inc. a like number of preferred units as consideration for the Series I Preferred Shares and can redeem this series, in whole or in part, when WPG Inc. can redeem the Series I Preferred Shares at like terms. All shares remain issued and outstanding as of December 31, 2020 and 2019.

~~Reverse-Stock Split~~

On December 17, 2020, WPG Inc.'s common shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation that effectuated a one-for-nine reverse stock split of WPG Inc.’s common shares (the "Split"). As a result of the Split, the number of outstanding common shares of the Company was reduced from approximately 187.4 million to approximately 21.0 million. In addition, all outstanding WPG L.P. common operating units and all outstanding equity awards under the Company's equity plans were also adjusted by the same conversion ratio relating to the Split. The implementation of the Split increased the per share trading price of WPG Inc.’s common shares and satisfied the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE and cured the noncompliance notification received by WPG Inc. on April 28, 2020, for which we received notification from the NYSE on January 4, 2021 that the Company was no longer in violation.

Unless otherwise noted, all common share/unit and per share/unit information contained herein has been restated to reflect the Split as if it had occurred as of the beginning of the earliest period presented.

~~F-47~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Exchange Rights~~

Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of WPG Inc. common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the market value of WPG Inc.'s common stock as determined pursuant to the terms of the WPG L.P. Partnership Agreement. During the year ended December 31, 2020, WPG Inc. issued 2,631 shares of common stock to certain limited partners of WPG L.P. in exchange for an equal number of units pursuant to the WPG L.P. Partnership Agreement. This transaction increased WPG Inc.’s ownership interest in WPG L.P. There were no similar transactions during the years ended December 31, 2019 and 2018. At December 31, 2020, WPG Inc. had reserved 3,828,590 shares of common stock for possible issuance upon the exchange of units held by limited partners.

The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity.

~~Share Based Compensation~~

On May 28, 2014, the WPG Inc. Board of Directors (the "Board") adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan"), which permitted the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 1,111,112 shares of common stock were reserved for issuance, with a maximum number of awards to be granted to a participant in any calendar year of 55,556 shares/units. On May 16, 2019, the common shareholders of WPG Inc. approved the Washington Prime Group, L.P. 2019 Stock Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan with respect to the issuance of new awards. The Board and its Compensation Committee (the "Committee") previously approved and adopted the 2019 Plan, subject to WPG Inc. common shareholder approval, during the Board and Committee's regular meetings in February 2019. An aggregate of 810,000 shares of common stock are reserved for issuance, excluding carryover shares from the 2014 Plan. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units in WPG L.P. The 2019 Plan terminates on May 16, 2029.

~~Long Term Incentive Awards~~

~~Annual Long-Term Incentive Awards~~

During the years ended December 31, 2020, 2019 and 2018, the Company approved the terms and conditions of the 2020, 2019, and 2018 annual awards (the "2020 Annual Long-Term Incentive Awards," "2019 Annual Long-Term Incentive Awards," and "2018 Annual Long-Term Incentive Awards," respectively) for certain executive officers and employees of the Company. Under the terms of the awards program, each participant is provided the opportunity to receive (i) time-based RSUs and (ii) performance-based stock units ("PSUs"). RSUs represent a contingent right to receive 1 WPG Inc. common share for each vested RSU. RSUs will vest in one-third installments on each annual anniversary of the respective Grant Date (as referenced below), subject to the participant's continued employment with the Company through each vesting date and the participant's continued compliance with certain applicable covenants. During the service period, dividend equivalents will be paid with respect to the RSUs corresponding to the amount of any dividends paid by WPG Inc. to WPG Inc.'s common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three years vesting term, except in instances that result in accelerated vesting due to severance arrangements.

With respect to PSUs awarded in connection with the annual awards, actual PSUs earned may range from 0%-150% of the PSUs allocated to the award recipient, based on the WPG Inc.'s total shareholder return ("TSR") compared to a peer group based on companies with similar assets and revenue over a three-year performance period that commenced on the respective Grant Date (as referenced below). During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by WPG Inc. to WPG Inc.’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which will be settled in common shares at the same time and only to the extent that the underlying PSU is earned and settled in common shares. Payout of the PSUs is also subject to the participant’s continued employment with the Company through the end of the performance period. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three-year performance period, except in instances that result in accelerated amortization due to severance arrangements.

~~F-48~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards, 2019 Annual Long-Term Incentive Awards, and 2018 Annual Long-Term Incentive Awards, respectively:~~

2020 Annual Long-Term Incentive Awards 2019 Annual Long-Term Incentive Awards 2018 Annual Long-Term Incentive Awards
Grant Date February 25, 2020 February 20, 2019 February 20, 2018
RSUs issued 152,610 63,581 65,223
Grant date fair value per unit $21.69 $51.93 $54.90
PSUs issued 152,610 63,581 65,223
Grant date fair value per unit $15.66 $44.82 $43.92

~~The following table summarizes the assumptions used to value the PSUs under a Monte Carlo simulation model:~~

2020 Annual Long-Term Incentive Awards 2019 Annual Long-Term Incentive Awards 2018 Annual Long-Term Incentive Awards
Risk free rate 1.16% 2.45% 2.39%
Volatility 41.63% 26.53% 24.70%

During the year ended December 31, 2020, the performance period related to PSUs awarded in conjunction with the 2017 annual awards ended. There was 0 payout as the Company's TSR rank did not exceed the minimum required threshold for payout and 29,204 PSUs were forfeited.

~~Other Compensation Arrangements~~

On August 2, 2019, in connection with the execution of an amended and restated employment agreement, the Committee granted Mr. Louis G. Conforti, the Company's Chief Executive Officer and Director, a retention award of 55,556 RSUs, with a grant date fair value of $1.8 million, and 55,556 PSUs, at target with a grant date fair value of $1.2 million, for his continued service through August 2, 2024. RSUs represent a contingent right to receive 1 WPG Inc. common share for each vested RSU. Dividend equivalents corresponding to the amount of any regular cash dividends paid by WPG Inc. to WPG Inc.’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional RSUs, which themselves will accrue dividend equivalents, and will be paid out if and when the underlying RSU vests. The RSUs will vest in one-third installments on August 2, 2022, 2023, and 2024, subject to Mr. Conforti's continued employment through such applicable date. Compensation expense is recognized on a straight-line basis over the five year vesting term.

Actual PSUs earned may range from 0%-200% of the PSUs awarded based on WPG Inc.'s annualized TSR over a three year performance period that commenced on August 2, 2019, provided Mr. Conforti's continued employment through the vesting date. Dividend equivalents corresponding to the amount of any regular cash dividends paid by WPG Inc. to WPG Inc.’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which themselves will accrue dividend equivalents, and will be earned when and if the underlying PSU vests. Earned PSUs, if any, vest in one-third installments on August 2, 2022, 2023, and 2024. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the five years term on a graded-vesting basis based on the applicable vesting period of the PSUs.

~~The following table summarizes the assumptions used to value the PSUs under a Monte Carlo simulation model:~~


			~~August 2, 2019 PSU Grant~~
~~Risk free rate~~			~~1.66%~~
~~Volatility~~			~~37.27%~~

~~F-49~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~WPG Performance-Based Stock Unit Awards~~

The WPG PSUs primarily relate to the performance-based component of the annual long-term incentive awards issued to certain executive officers and employees of the Company, in addition to awards issued under employment agreements (see "Annual Long-Term Incentive Awards" and "Other Compensation Arrangements" sections above for additional details). A summary of the status of the WPG PSUs at December 31, 2020 and changes during the year are presented below:

Activity for the Year Ended December 31,
2020
PSUs Weighted
Average Grant Date
Fair Value
Outstanding unvested at beginning of year 195,263 $ 41.40
PSUs granted 152,610 $ 15.66
PSUs forfeited (29,204) $ 69.48
Outstanding unvested at end of year 318,669 $ 26.50

~~WPG RSU Awards~~

The Company issues RSUs to certain executive officers, employees, and non-employee directors of the Board. During the years ended December 31, 2020, 2019 and 2018, the Company issued 289,415, 156,303, and 90,273 RSUs, respectively. Of the 289,415 RSUs issued in 2020, 152,610 RSUs with a fair value of $3.3 million relates to the annual long-term incentive award issuances that occurred in February 2020 (see "Annual Long-Term Incentive Awards" section above). Of the 156,303 RSUs issued in 2019, 55,556 RSUs with a fair value of $1.8 million relates to Mr. Conforti's August 2, 2019 special grant and 63,581 RSUs with a fair value of $3.3 million relates to the annual long-term incentive award issuances that occurred in February 2019 (see "Annual Long-Term Incentive Awards" section above). Of the 90,273 RSUs issued in 2018, 65,223 RSUs with a fair value of $3.6 million relates to the annual long-term incentive award issuances that occurred in February 2018 (see "Annual Long-Term Incentive Awards" section above). The RSUs are service-based awards and the related fair value is expensed over the applicable service periods, except in instances that result in accelerated vesting due to severance arrangements.

~~The amount of compensation related to the unvested RSUs that we expect to recognize in future periods is $5.6 million over a weighted average period of 1.7 years.~~

~~A summary of the status of the WPG RSUs at December 31, 2020 and changes during the year are presented below:~~

Activity for the Year Ended December 31,
2020
RSUs Weighted
Average Grant Date
Fair Value
Outstanding unvested at beginning of year 209,146 $ 47.86
RSUs granted 289,415 $ 14.36
RSUs vested (85,211) $ 55.28
RSUs forfeited (21,354) $ 9.85
Outstanding unvested at end of year 391,996 $ 23.59

The weighted average grant date fair value per share of RSUs granted during the years ended December 31, 2020, 2019 and 2018 was $14.36, $42.21, and $56.52, respectively. The total fair value of the RSUs vested during the years ended December 31, 2020, 2019 and 2018 was $4,711, $8,254, and $3,320, respectively.

~~Stock Options~~

Options granted under the Company's Plan generally vest over a three years period, with options exercisable at a rate of 33.3% per annum beginning with the first anniversary of the grant date. These options were valued using the Black-Scholes pricing model and the expense associated with these options are amortized over the requisite vesting period. There were 0 options granted during the years ended December 31, 2020, 2019 and 2018.

~~F-50~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~A summary of the status of the Company's option plans at December 31, 2020 and changes during the year are listed below:~~

Activity for the Year Ended December 31,
2020
Stock Options Weighted
Average
Grant Date
Fair Value
Outstanding at beginning of year 66,941 $ 18.18
Options forfeited/expired (3,498) $ 44.28
Outstanding at end of year 63,443 $ 16.74

~~The following table summarizes information regarding the options outstanding at December 31, 2020:~~

Options Outstanding Options Exercisable
Range of
Exercise Prices Number
Outstanding at
December 31,
2020 Weighted
Average
Remaining
Contractual Life Weighted
Average
Exercise Price Number
Exercisable at
December 31,
2020 Weighted
Average
Remaining
Contractual Life Weighted
Average
Exercise Price
$107.73 3,393 0.3 $107.73 3,393 0.3 $107.73
$114.03 5,388 1.4 $114.03 5,388 1.4 $114.03
$149.04 10,249 2.4 $149.04 10,249 2.4 $149.04
$117.90 6,852 3.3 $117.90 6,852 3.3 $117.90
$128.52 21,715 4.4 $128.52 21,715 4.4 $128.52
$89.55 15,846 5.4 $89.55 15,846 5.4 $89.55
63,443 3.7 $118.61 63,443 3.7 $118.61

As of December 31, 2020, all outstanding options are exercisable. The aggregate intrinsic value of these options is $0. During the year ended December 31, 2020, 0 options were exercised and 0 options vested. The aggregate intrinsic value of options that exercised and the aggregate fair value of options that vested during the year ended December 31, 2019 was $1 and $32, respectively. The aggregate intrinsic value of options that exercised and the aggregate fair value of options that vested during the year ended December 31, 2018 was $0 and $154, respectively.

~~Share Award Related Compensation Expense~~

During the years ended December 31, 2020, 2019 and 2018, the Company recorded share award related compensation expense pertaining to the award and option plans noted above of $7.3 million, $7.8 million, and $8.3 million in general and administrative and property operating expense within the consolidated statements of operations and comprehensive (loss) income. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Committee may, in its discretion, accelerate the vesting for retiring Board members.

~~Distributions~~

~~During the years ended December 31, 2020 and 2019, the Board declared common share/unit dividends of $1.125 and $9.000 per common share/unit, respectively.~~

~~9. Commitments and Contingencies~~

~~Litigation~~

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. Additionally, we may in the near future seek to implement a Restructuring pursuant to a plan of reorganization to be filed in cases commenced under chapter 11 of the Bankruptcy Code. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

~~F-51~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~Concentration of Credit Risk~~

~~All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.~~

~~Lease Commitments~~

As of December 31, 2020, a total of 4 consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2026 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 ground rent in the accompanying consolidated statements of operations and comprehensive (loss) income, for the years ended December 31, 2020, 2019 and 2018 of $778, $837 and $789, respectively, of which $20, $20 and $50 related to straight-line rent expense, respectively. Additionally, the Company has 2 material office leases and 1 material garage lease. The termination dates of these leases range from 2023 to 2026. These leases generally require us to make fixed annual rental payments, plus our share of common-area maintenance expense and real estate taxes and insurance. We incurred lease expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive (loss) income, for the years ended December 31, 2020, 2019 and 2018 of $2,578, $2,609, and $2,668, respectively. The discount rates utilized in calculating the lease liabilities represents our estimate of the Company's incremental borrowing rate over the terms that correspond to the leases.

~~Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of December 31, 2020 are as follows:~~

2021 $ 2,069
2022 2,099
2023 1,427
2024 999
2025 1,008
Thereafter 19,370
Total lease payments 26,972
Less: Discount 15,728
Present value of lease liabilities $ 11,244

The weighted average remaining lease term for our consolidated operating leases was 20.5 years and the weighted average discount rate for determining the lease liabilities was 8.8% at December 31, 2020. We had 0 financing leases as of December 31, 2020.

~~10. Related Party Transactions~~

~~Hannah Laikin~~

~~During years ended December 31, 2020 and 2019, an affiliate of WPG L.P.~~ employed Mrs. Hannah Laikin, the daughter-in-law of our Chairman of the Board, Robert J. Laikin, in a non-executive role as Director, Special Projects. Mrs. ~~Laikin's~~Laikin compensation and benefits for the ~~years ended December 31,~~ 2020 ~~and 2019~~fiscal year was approximately ~~$0.2 million.~~$170,490. Mrs. Laikin is not an executive officer of the Company or any of its affiliates, but she is included in the Company’s count of its full-time employees as of the ~~December 31,~~end of fiscal year 2020. Mrs. Laikin’s place of employment is the Company’s Indianapolis, ~~Indiana~~IN corporate office in the Leasing Department. Mrs. Laikin has no direct reports and reports to the ~~Company’s Chief Executive Officer.~~CEO. Mrs. Laikin is an at-will employee. Mrs. Laikin’s employment with the Company was approved by the Board’s Audit Committee after review of her relationship ~~with~~to our Chairman of the Board. Our Audit Committee does not expect this relationship to impair Mr. Laikin’s independence status because Mrs. Laikin is not an executive officer of the Company.

~~F-52~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

Real Estate Brokerage Services

During fiscal year ~~ended December 31,~~ 2020, WPG (via one of its affiliates) paid an unaffiliated real estate brokerage firm (the ~~“Firm”)~~“Firm) a total of ~~$0.2 million~~$163,702 (the “Payment”) in commissions for commercial leasing transactions involving certain of WPG’s enclosed ~~retail properties.~~shopping centers. Mr. Cooper Laikin, the son of Robert J. Laikin, the incumbent Chairman of the Board is employed as a broker for the Firm and received a percentage of the Payment as compensation for real estate and leasing brokerage services provided to WPG (or certain affiliates) during 2020 (or a prior year). Also, Mr. C. Laikin also entered into a real estate brokerage transaction involving the Company’s The Outlet ~~Collection│~~Collection®│Seattle ~~located in Auburn, Washington (the “Center”)~~property in which Mr. C. Laikin was to receive a commission of ~~$15.~~$15,000. The transaction was not consummated in 2020 ~~regarding the Center~~ and 0no commission was ~~paid during fiscal year 2020.~~paid. Our Audit Committee has reviewed the aforementioned transactions as codified in the policies and procedures of our code of conduct.

~~11. (Loss) Earnings Per Common Share/Unit~~

~~WPG Inc. (Loss) Earnings Per Common Share~~

Item14.Principal Accountant Fees and Services

Independent Registered Public Accounting Firm’s Fees

We ~~determine WPG Inc.'s basic (loss) earnings per common share based on~~have incurred fees for the ~~weighted average number~~services of ~~shares~~Ernst & Young LLP (“EY”), our independent registered public accounting firm, as shown below. EY has advised us that it has billed or will bill us the amounts shown below for the related categories of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted (loss) earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

~~The following table sets forth the computation of WPG Inc.'s basic and diluted (loss) earnings per common share:~~

For the Year Ended December 31,
2020 2019 2018
(Loss) Earnings Per Common Share, Basic:
Net (loss) income attributable to common shareholders - basic $ (233,818) $ (9,758) $ 79,572
Weighted average shares outstanding - basic 21,173,364 20,938,381 20,855,149
(Loss) earnings per common share, basic $ (11.04) $ (0.47) $ 3.81
(Loss) Earnings Per Common Share, Diluted:
Net (loss) income attributable to common shareholders - basic $ (233,818) $ (9,758) $ 79,572
Net (loss) income attributable to common unitholders (42,341) (1,799) 14,735
Net (loss) income attributable to common shareholders - diluted $ (276,159) $ (11,557) $ 94,307
Weighted average common shares outstanding - basic 21,173,364 20,938,381 20,855,149
Weighted average operating partnership units outstanding 3,834,258 3,858,890 3,855,975
Weighted average additional dilutive securities outstanding 0 0 67,075
Weighted average common shares outstanding - diluted 25,007,622 24,797,271 24,778,199
(Loss) earnings per common share, diluted $ (11.04) $ (0.47) $ 3.81

For the years ended December 31, 2020, 2019 and 2018, additional potentially dilutive securities include contingently-issuable outstanding stock options, restricted stock units, and performance based components of annual or special arrangement awards. For the year ended December 31, 2020, the potential dilutive effect of 63,443 contingently-issuable outstanding stock options, 66,857 restricted stock units, and 318,669 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the year ended December 31, 2019, the potential dilutive effect of 66,941 contingently-issuable outstanding stock options, 63,453 restricted stock units, and 195,937 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared.

~~WPG L.P. (Loss) Earnings Per Common Unit~~

We determine WPG L.P.'s basic (loss) earnings per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted (loss) earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

~~F-53~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~The following table sets forth the computation of WPG L.P.'s basic and diluted (loss) earnings per common unit:~~

For the Year Ended December 31,
2020 2019 2018
(Loss) Earnings Per Common Unit, Basic and Diluted:
Net (loss) income attributable to common unitholders - basic and diluted $ (276,159) $ (11,557) $ 94,307
Weighted average common units outstanding - basic 25,007,622 24,797,271 24,711,124
Weighted average additional dilutive securities outstanding 0 0 67,075
Weighted average shares outstanding - diluted 25,007,622 24,797,271 24,778,199
(Loss) earnings per common unit, basic and diluted $ (11.04) $ (0.47) $ 3.81

~~12. Subsequent Events~~

On February 2, 2021, we received a notice of default letter, dated December 8, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $17.2 million mortgage loan secured by Anderson Mall. The notice was issued by the special servicer because the borrower elected to not make monthly debt service payments beginning in April 2020 in response to the COVID-19 pandemic. The borrower continues to have discussions with the special servicer of the non-recourse loan and is considering various options. On March 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property.

On February 9, 2021, we received a notice of default letter, dated that same day, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center. The notice was issued by the special servicer because the funds maintained in the cash management account were insufficient to pay the full January 2021 mortgage payment. The borrower has initiated discussions with the special servicer of the non-recourse loan and is considering various options. The Company continues to own, manage and lease the property.

On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indentures governing said notes. The Company does not expect to make the interest payment on the last day of such grace period. The failure to make the interest payment will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes, which will result in a cross default under the credit agreements governing our credit facilities. On March 16, 2021, we entered into the Forbearance Agreements with certain holders of our Senior Notes and the administrative agents of our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment during the Forbearance Periods. There are no assurances that we will be able to extend the Forbearance Periods or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods.

On March 15, 2021, WPG Inc. issued 3,306,692 shares of common stock to certain limited partners of WPG L.P. in exchange for an equal number of units pursuant to the WPG L.P. Partnership Agreement. This transaction increased WPG Inc.’s ownership interest in WPG L.P. to approximately 97.9% subsequent to the exchange.

~~F-54~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(dollars in thousands, except share, unit, per share and per unit amounts and~~

~~where indicated as in millions or billions)~~

~~13. Quarterly Financial Data (Unaudited)~~

~~Quarterly 2020 and 2019 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.~~

First
Quarter Second
Quarter Third
Quarter Fourth
Quarter
2020
Total revenue $ 152,600 $ 98,764 $ 123,682 $ 149,372
Net income (loss) $ 7,560 $ (93,413) $ (48,061) $ (127,910)
Washington Prime Group Inc.:
Net income (loss) attributable to the Company $ 6,883 $ (78,542) $ (40,229) $ (107,898)
Net income (loss) attributable to common shareholders $ 3,375 $ (82,050) $ (43,737) $ (111,406)
Earnings (loss) per common share—basic and diluted $ 0.16 $ (3.88) $ (2.06) $ (5.24)
Washington Prime Group, L.P.:
Net income (loss) attributable to unitholders $ 7,560 $ (93,413) $ (48,061) $ (127,910)
Net income (loss) attributable to common unitholders $ 3,992 $ (96,981) $ (51,629) $ (131,541)
Earnings (loss) per common unit—basic and diluted $ 0.16 $ (3.88) $ (2.06) $ (5.24)
2019
Total revenue $ 168,823 $ 161,434 $ 161,204 $ 170,023
Net (loss) income $ (2,563) $ (16,880) $ (1,665) $ 23,868
Washington Prime Group Inc.:
Net (loss) income attributable to the Company $ (1,667) $ (13,754) $ (913) $ 20,608
Net (loss) income attributable to common shareholders $ (5,175) $ (17,262) $ (4,421) $ 17,100
(Loss) earnings per common share—basic and diluted $ (0.25) $ (0.82) $ (0.21) $ 0.81
Washington Prime Group, L.P.:
Net (loss) income attributable to unitholders $ (2,563) $ (16,880) $ (1,665) $ 23,868
Net (loss) income attributable to common unitholders $ (6,131) $ (20,448) $ (5,233) $ 20,255
(Loss) earnings per common unit—basic and diluted $ (0.25) $ (0.82) $ (0.21) $ 0.81

~~F-55~~

~~SCHEDULE III~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Real Estate and Accumulated Depreciation~~

~~December 31, 2020~~

~~(dollars in thousands)~~

Initial Cost Cost Capitalized
Subsequent to
Construction
or Acquisition Gross Amounts At
Which Carried
at Close of Period
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
Enclosed Retail Properties
Anderson Mall Anderson, SC $ 17,156 $ 1,712 $ 15,227 $ (748) $ 13,791 $ 964 $ 29,018 $ 29,982 $ 26,050 1972
Ashland Town Center Ashland, KY 35,045 13,462 68,367 (396) 7,127 13,066 75,494 88,560 18,035 2015
Bowie Town Center(5) Bowie (Wash, D.C.), MD 0 2,479 60,322 236 10,566 2,715 70,888 73,603 43,558 2001
Boynton Beach Mall Boynton Beach (Miami), FL 0 22,240 78,804 6,977 34,555 29,217 113,359 142,576 81,003 1996
Brunswick Square East Brunswick (New York), NJ 68,259 8,436 55,838 0 35,539 8,436 91,377 99,813 62,862 1996
Charlottesville Fashion Square Charlottesville, VA 45,068 0 54,738 0 9,119 0 63,857 63,857 47,289 1997
Chautauqua Mall Lakewood, NY 0 3,116 9,641 (2,171) 13,140 945 22,781 23,726 18,353 1996
Chesapeake Square Theater Chesapeake (VA Beach), VA 0 628 9,536 0 (738) 628 8,798 9,426 2,770 1996
Clay Terrace(5) Carmel (Indianapolis), IN 0 39,030 115,207 43 15,526 39,073 130,733 169,806 31,112 2014
Cottonwood Mall Albuquerque, NM 93,281 10,122 69,958 5,042 26,132 15,164 96,090 111,254 55,375 1996
Dayton Mall Dayton, OH 77,711 10,899 160,723 (4,632) (86,215) 6,267 74,508 80,775 32,759 2015
Edison Mall(4) Fort Myers, FL 0 11,529 107,350 0 36,168 11,529 143,518 155,047 89,104 1997
Grand Central Mall Parkersburg, WV 38,084 18,956 89,736 0 30,233 18,956 119,969 138,925 27,876 2015
Great Lakes Mall(4) Mentor (Cleveland), OH 0 12,302 100,362 (121) 55,718 12,181 156,080 168,261 89,487 1996
Indian Mound Mall Newark, OH 0 7,109 19,205 (5,294) (8,494) 1,815 10,711 12,526 6,807 2015
Irving Mall(4) Irving (Dallas), TX 0 6,737 17,479 2,533 45,433 9,270 62,912 72,182 46,642 1971
Jefferson Valley Mall(4) Yorktown Heights (New York), NY 0 4,868 30,304 0 69,414 4,868 99,718 104,586 54,352 1983
Lima Mall Lima, OH 0 7,659 35,338 0 19,968 7,659 55,306 62,965 36,082 1996
Lincolnwood Town Center Lincolnwood (Chicago), IL 47,252 7,834 63,480 0 21,409 7,834 84,889 92,723 61,612 1990
Lindale Mall Cedar Rapids, IA 0 14,106 58,286 (1,480) 14,989 12,626 73,275 85,901 30,168 1998
Longview Mall Longview, TX 0 259 3,567 3,319 29,271 3,578 32,838 36,416 10,635 1978
Mall at Fairfield Commons, The Beavercreek, OH 0 18,194 175,426 (687) 38,951 17,507 214,377 231,884 44,522 2015
Maplewood Mall St. Paul (Minneapolis), MN 0 17,119 80,758 0 27,387 17,119 108,145 125,264 62,305 2002
Markland Mall Kokomo, IN 0 0 7,568 2,803 32,001 2,803 39,569 42,372 14,639 1968
Melbourne Square Melbourne, FL 0 15,762 55,891 2,831 38,535 18,593 94,426 113,019 59,787 1996
Mesa Mall(5) Grand Junction, CO 0 12,784 80,639 (1,717) 13,543 11,067 94,182 105,249 36,322 1998
Morgantown Mall Morgantown, WV 0 10,219 77,599 0 12,370 10,219 89,969 100,188 19,734 2015
Muncie Mall Muncie, IN 33,071 172 5,776 48 29,184 220 34,960 35,180 25,916 1970

~~F-56~~

Initial Cost Cost Capitalized
Subsequent to
Construction
or Acquisition Gross Amounts At
Which Carried
at Close of Period
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
New Towne Mall New Philadelphia, OH 0 3,172 33,112 (2,063) (9,818) 1,109 23,294 24,403 12,107 2015
Northtown Mall(5) Blaine, MN 0 18,603 57,341 (676) 8,572 17,927 65,913 83,840 18,160 2015
Northwoods Mall Peoria, IL 0 1,185 12,779 3,021 55,184 4,206 67,963 72,169 43,808 1983
Oak Court Mall Memphis, TN 36,069 15,673 57,304 0 15,025 15,673 72,329 88,002 57,559 1997
Orange Park Mall(5) Orange Park (Jacksonville), FL 0 12,998 65,121 (267) 49,679 12,731 114,800 127,531 77,975 1994
Outlet Collection® | Seattle, The(5)
Auburn (Seattle), WA 0 38,751 107,094 0 24,507 38,751 131,601 170,352 30,629 2015
Paddock Mall(5) Ocala, FL 0 11,198 39,727 0 24,775 11,198 64,502 75,700 39,918 1996
Port Charlotte Town Center Port Charlotte, FL 40,868 5,471 58,570 0 19,580 5,471 78,150 83,621 55,546 1996
Rolling Oaks Mall San Antonio, TX 0 1,929 38,609 0 16,720 1,929 55,329 57,258 41,283 1988
Southern Hills Mall Sioux City, IA 0 15,025 75,984 3,585 7,792 18,610 83,776 102,386 35,866 1998
Southern Park Mall Youngstown, OH 0 16,982 77,767 (236) 45,011 16,746 122,778 139,524 76,394 1996
Southgate Mall Missoula, MT 35,395 17,040 35,896 0 5,755 17,040 41,651 58,691 5,073 2018
Sunland Park Mall El Paso, TX 0 2,896 28,900 (524) 7,017 2,372 35,917 38,289 30,397 1988
Town Center at Aurora®
Aurora (Denver), CO 50,750 9,959 56,832 9,975 73,040 19,934 129,872 149,806 90,463 1998
Waterford Lakes Town Center Orlando, FL 175,876 8,679 72,836 0 31,412 8,679 104,248 112,927 65,700 1999
Weberstown Mall Stockton, CA 65,000 9,909 92,589 0 5,485 9,909 98,074 107,983 21,114 2015
Westminster Mall Westminster (Los Angeles), CA 75,110 43,464 84,709 (180) 44,403 43,284 129,112 172,396 76,629 1998
WestShore Plaza(5) Tampa, FL 0 53,904 120,191 3,668 14,763 57,572 134,954 192,526 25,352 2015
Open Air Properties
Bloomingdale Court(5) Bloomingdale (Chicago), IL 0 8,422 26,184 (551) 18,239 7,871 44,423 52,294 32,828 1987
Bowie Town Center Strip(5) Bowie (Wash, D.C.), MD 0 231 4,597 0 1,026 231 5,623 5,854 3,131 2001
Canyon View Marketplace Grand Junction, CO 5,020 1,370 9,570 0 770 1,370 10,340 11,710 1,737 2015
Chesapeake Center(5) Chesapeake (Virginia Beach), VA 0 4,410 11,241 (40) 1,762 4,370 13,003 17,373 11,491 1996
Concord Mills Marketplace Concord (Charlotte), NC 16,000 8,036 21,167 0 1,104 8,036 22,271 30,307 7,572 2007
Countryside Plaza(5) Countryside (Chicago), IL 0 332 8,507 2,554 12,551 2,886 21,058 23,944 14,971 1977
Dare Centre Kill Devil Hills, NC 0 0 5,702 0 3,012 0 8,714 8,714 5,074 2004
Empire East(5) Sioux Falls, SD 0 3,350 10,552 0 5,907 3,350 16,459 19,809 4,830 1998
Fairfax Court Fairfax (Wash, D.C.), VA 0 8,078 34,997 (647) 3,182 7,431 38,179 45,610 9,700 2014
Fairfield Town Center(5) Houston, TX 0 4,745 5,044 3,940 64,993 8,685 70,037 78,722 8,223 2014
Forest Plaza Rockford, IL 30,250 4,132 16,818 453 18,811 4,585 35,629 40,214 19,710 1985
Gaitway Plaza(5) Ocala, FL 0 5,445 26,687 0 4,394 5,445 31,081 36,526 8,304 2014
Greenwood Plus(5) Greenwood (Indianapolis), IN 0 1,129 1,792 (57) 4,970 1,072 6,762 7,834 5,066 1979
Henderson Square(5) King of Prussia (Philadelphia), PA 0 4,223 15,124 0 1,517 4,223 16,641 20,864 8,399 2003
Keystone Shoppes(5) Indianapolis, IN 0 0 4,232 2,118 5,479 2,118 9,711 11,829 4,993 1997
Lake Plaza(5) Waukegan (Chicago), IL 0 2,487 6,420 (787) 1,891 1,700 8,311 10,011 6,464 1986
Lake View Plaza(5) Orland Park (Chicago), IL 0 4,702 17,543 (89) 19,138 4,613 36,681 41,294 25,918 1986

~~F-57~~

Initial Cost Cost Capitalized
Subsequent to
Construction
or Acquisition Gross Amounts At
Which Carried
at Close of Period
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 49,710 5,822 30,875 0 16,011 5,822 46,886 52,708 27,795 1998
Lima Center Lima, OH 0 1,781 5,151 0 10,125 1,781 15,276 17,057 11,674 1996
Lincoln Crossing(5) O'Fallon (St. Louis), IL 0 674 2,192 0 9,792 674 11,984 12,658 5,090 1990
MacGregor Village Cary, NC 0 502 8,891 0 12,035 502 20,926 21,428 6,220 2004
Mall of Georgia Crossing Buford (Atlanta), GA 21,131 9,506 32,892 0 5,118 9,506 38,010 47,516 22,501 1999
Markland Plaza(5) Kokomo, IN 0 206 738 (5) 9,030 201 9,768 9,969 5,527 1974
Martinsville Plaza Martinsville, VA 0 0 584 0 3,183 0 3,767 3,767 746 1967
Muncie Towne Plaza Muncie, IN 10,550 267 10,509 86 4,459 353 14,968 15,321 9,419 1998
North Ridge Shopping Center Raleigh, NC 11,229 385 12,826 0 8,080 385 20,906 21,291 8,980 2004
Northwood Plaza(5) Fort Wayne, IN 0 148 1,414 0 4,038 148 5,452 5,600 3,682 1974
Plaza at Buckland Hills, The(5) Manchester, CT 0 17,355 43,900 (281) 10,279 17,074 54,179 71,253 10,823 2014
Richardson Square(5) Richardson (Dallas), TX 0 6,285 0 990 14,763 7,275 14,763 22,038 7,279 1996
Rockaway Commons(5) Rockaway (New York), NJ 0 5,149 26,435 (117) 17,204 5,032 43,639 48,671 23,560 1998
Rockaway Town Plaza(5) Rockaway (New York), NJ 0 0 18,698 2,225 5,592 2,225 24,290 26,515 11,792 2004
Royal Eagle Plaza Coral Springs (Miami), FL 0 2,153 24,216 (152) 14,306 2,001 38,522 40,523 9,915 2014
Shops at North East Mall, The(5) Hurst (Dallas), TX 0 12,541 28,177 402 8,558 12,943 36,735 49,678 26,261 1999
St. Charles Towne Plaza Waldorf (Wash, D.C.), MD 0 8,216 18,993 (62) 10,990 8,154 29,983 38,137 20,143 1987
Tippecanoe Plaza Lafayette, IN 0 0 745 234 5,892 234 6,637 6,871 4,641 1974
University Center(5) Mishawaka, IN 0 2,119 8,365 0 5,493 2,119 13,858 15,977 11,057 1996
University Town Plaza Pensacola, FL 0 6,009 26,945 (579) 2,473 5,430 29,418 34,848 11,488 2013
Village Park Plaza(5) Carmel (Indianapolis), IN 0 19,565 51,873 (1,845) 2,557 17,720 54,430 72,150 18,438 2014
Washington Plaza Indianapolis, IN 0 263 1,833 0 3,329 263 5,162 5,425 4,588 1996
West Town Corners Altamonte Springs (Orlando), FL 0 6,821 24,603 (174) 8,607 6,647 33,210 39,857 9,299 2014
Westland Park Plaza Orange Park (Jacksonville), FL 0 5,576 8,775 0 579 5,576 9,354 14,930 3,049 2014
White Oaks Plaza Springfield, IL 26,490 3,169 14,267 63 10,899 3,232 25,166 28,398 15,504 1986
Whitehall Mall Whitehall, PA 0 8,500 28,512 0 5,604 8,500 34,116 42,616 11,500 2014
Wolf Ranch(5) Georgetown (Austin), TX 0 21,999 51,547 (186) 17,124 21,813 68,671 90,484 35,294 2005
Other Developments 0 0 0 0 15,730 0 15,730 15,730 0
$ 1,104,375 $ 770,674 $ 3,532,619 $ 30,382 $ 1,434,120 $ 801,056 $ 4,966,739 $ 5,767,795 $ 2,453,805

~~F-58~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Schedule III~~

~~December 31, 2020~~

~~(dollars in thousands)~~

~~(1) Reconciliation of Real Estate Properties:~~

~~The changes in real estate assets (which excludes furniture, fixtures and equipment)~~services for the years ended December 31, 2020 and 2019, respectively:

	Year Ended December 31,
Type of Fee	2020		2019
Audit Fees⁽¹⁾	$	1,441,000	$	1,522,500
Audit‑Related Fees⁽²⁾	$	543,000	$	561,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	1,984,000	$	2,083,500

(1)	Audit Fees include fees for: (i) the audit of the annual financial statements and the effectiveness of internal control over financial reporting of WPG and, our operating partnership, WPG L.P., (ii) the review of financial statements included in our Quarterly Reports on Form 10‑Q, and (iii) other services provided in connection with other regulatory filings and out-of-pocket expenses.

(2)	Audit‑Related Fees include fees for stand-alone audits of the annual financial statements for certain consolidated entities with mortgage debt and joint venture entities and out-of-pocket expenses.

Pre‑Approval of Audit and ~~2018~~Non‑Audit Services

As provided in the Audit Committee’s Charter, the Audit Committee pre‑approves all auditing services and permitted non‑audit services, including the terms thereof, to be performed for us by our independent public accounting firm, subject to the de minimus exceptions for non‑audit services described in the Exchange Act which are ~~as follows:~~approved by the Audit Committee prior to completion of the audit. The Audit Committee may form and delegate authority to a subcommittee consisting of one or more members of the Audit Committee to grant pre‑approvals of audit and permitted non‑audit services. However, any pre‑approval decisions made by such a subcommittee must be presented to the full Audit Committee at its next scheduled meeting.

2020 2019 2018
Balance, beginning of year $ 5,798,217 $ 5,817,153 $ 5,715,996
Acquisitions 0 10,899 72,647
Improvements 172,897 178,669 143,123
Disposals* (203,319) (208,504) (114,613)
Balance, end of year $ 5,767,795 $ 5,798,217 $ 5,817,153

*Primarily represents properties that have been sold

PartIV

Item15.Exhibits and ~~fully depreciated assets which have been disposed. Further, includes impairment charges of $135,151, $35,256, and $0 for the years ended December 31, 2020, 2019 and 2018, respectively.~~Financial Statement Schedules

The following ~~reconciles investment properties at cost per the consolidated balance sheet~~documents are filed as part of this Amendment:

	31.1	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.*
	31.2	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.*
	31.3	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.*
	31.4	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.*

* Filed electronically herewith.

SIGNATURES

Pursuant to the ~~balance per Schedule III as~~requirements of ~~December 31, 2020:~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

	WASHINGTON PRIME GROUP INC. WASHINGTON PRIME GROUP, L.P. By: Washington Prime Group Inc., its sole general partner


		~~2020~~
~~Investment properties at cost~~			$	~~5,873,801~~
~~Less: furniture, fixtures and equipment~~	By	~~(106,006)~~/s/
~~Total cost per Schedule III~~			$	~~5,767,795~~

Louis G. Conforti

~~The unaudited aggregate cost for federal income tax purposes of real estate assets presented was $4,635,538 as of December 31, 2020.~~

~~(2) Reconciliation of Accumulated Depreciation:~~

~~The changes in accumulated depreciation and amortization for the years ended December 31, 2020, 2019 and 2018 are as follows:~~

2020 2019 2018
Balance, beginning of year $ 2,320,417 $ 2,212,476 $ 2,076,948
Depreciation expense 193,902 226,696 205,724
Disposals (60,514) (118,755) (70,196)
Balance, end of year $ 2,453,805 $ 2,320,417 $ 2,212,476

~~The following reconciles accumulated depreciation per the consolidated balance sheet to the balance per Schedule III as of December 31, 2020:~~


	~~2020~~
~~Accumulated depreciation~~		$	~~2,539,745~~ Louis G. Conforti
~~Less: furniture, fixtures and equipment~~	~~(85,940)~~ Chief Executive Officer & Director (Principal Executive Officer
~~Total accumulated depreciation per Schedule III~~		$	~~2,453,805~~

~~Depreciation~~Dated: April 30, 2021

Pursuant to the requirements of ~~our investment in buildings~~the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the Registrant and ~~improvements reflected~~ in the ~~consolidated statements of operations is generally calculated over~~capacities and on the ~~estimated original lives of the assets as noted below:~~dates indicated.

•~~Buildings and Improvements—typically 10-40 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.~~

Signature	Capacity	Date

/s/ Robert J. Laikin	Chairman of the Board of Directors	April 30, 2021
Robert J. Laikin

/s/ Louis G. Conforti	Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2021
Louis G. Conforti

/s/ J. Taggart Birge	Director	April 30, 2021
J. Taggart Birge

/s/ John J. Dillon III	Director	April 30, 2021
John J. Dillon III

/s/ John F. Levy	Director	April 30, 2021
John F. Levy

/s/ Sheryl G. von Blucher	Director	April 30, 2021
Sheryl G. von Blucher

/s/ Mark E. Yale	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 30, 2021
Mark E. Yale

/s Melissa A. Indest	Executive Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	April 30, 2021
Melissa A. Indest

•~~Tenant Allowances and Improvements—shorter of lease term or useful life.~~

~~F-59~~

~~Washington Prime Group Inc. and Washington Prime Group, L.P.~~

~~Notes to Schedule III (Continued)~~

~~December 31, 2020~~

~~(dollars in thousands)~~

~~(3)~~ ~~Encumbrances represent face amount of mortgage debt and exclude any fair value adjustments and debt issuance costs.~~

~~(4)~~ ~~Land is subject to a ground lease. See Note 6 - "Indebtedness" for additional details.~~

~~(5)~~ ~~Property is temporarily collateralized by certain corporate debt instruments. See Note 6 - "Indebtedness" for additional details.~~

~~F-60~~

Indiana (Both Registrants)		46-4323686 (Washington Prime Group Inc.)
(State of incorporation or organization)	46-4674640 (Washington Prime Group, L.P.)
	(I.R.S. Employer Identification No.)

180 East Broad Street	, Columbus			, Ohio			43215
~~(Address~~ (Address of principal executive offices)


Property Name	Maturity Date (1)	Interest Rate		Principal Balance		Our Share of Principal Balance		F = Fixed V = Variable Floating
Premium on Fixed-Rate Indebtedness				1,685		1,685
Note Discounts				(6,338)		(6,338)
Future accretion, net				(19,969)		(19,969)
Debt Issuance Costs, net				(25,463)		(25,463)
Total Consolidated Indebtedness	3.8 yrs.	4.92	%	3,221,475		3,221,475
Unconsolidated Secured Indebtedness:
Arbor Hills	1/1/2026	4.27	%	23,710		12,092		F
Arboretum, The	6/1/2027	4.13	%	59,400		30,294		F
Gateway Centers	6/1/2027	4.03	%	112,500		57,375		F
Mall at Johnson City, The	5/6/2025	6.76	%	42,350		21,599		F
Oklahoma City Properties
Loan One	6/1/2027	3.90	%	52,779		26,917		F
Loan Two	1/1/2023	2.64	%	12,435		6,342		V
Palms Crossing	8/1/2021	5.49	%	32,606		16,629		F
Pearlridge Center
Loan One	6/1/2025	3.53	%	225,000		114,750		F
Loan Two	5/1/2025	4.07	%	41,980		21,410		F
Polaris Fashion Place®
Loan One	3/1/2025	3.90	%	221,991		113,215		F
Loan Two	3/1/2025	4.46	%	15,333		7,820		F
Scottsdale Quarter®
Loan One	6/1/2025	3.53	%	165,000		84,150		F
Loan Two	4/1/2027	4.36	%	55,000		28,050		F
Shops at Arbor Walk, The	8/1/2021	5.49	%	36,852		18,795		F
Town Center Crossing & Plaza
Loan One	2/1/2027	4.25	%	31,953		16,296		F
Loan Two	2/1/2027	5.00	%	64,702		32,998		F
Other joint venture mortgage debt	7/1/2032	4.70	%	18,627		1,950		F
Total Indebtedness at Face Value	4.7 yrs.	4.10	%	1,212,218		610,682
Premium on Fixed-Rate Indebtedness				6,144		3,133
Debt Issuance Costs, net				(3,683)		(1,877)
Total Unconsolidated Indebtedness	4.7 yrs.	4.09	%	1,214,679		611,938
Total Mortgage and Other Indebtedness	4.0 yrs.	4.79	%	$	4,436,154	$	3,833,413

(1)			Mr. Louis G. Conforti, our CEO, served on the Board during 2020, but did not receive compensation as a non-independent employee Board member. The compensation received by Mr. Conforti for his service during 2020 as our CEO is set forth in the Summary Compensation Table.
	~~Financial Interest~~
~~Enclosed Retail Properties:~~(2)	For the respective named director, the amounts listed represent fees paid in cash. Mr. Birge made the Equity Election in both 2019 and 2020 to receive the entire cash portion of the Director Retainer Package in equity for the periods May 2019 to May 2020 and May 2020 to May 2021. Additionally, Mr. Laikin made the Equity Election in 2019 to receive $110,000 of his cash compensation for the period May 2019 to May 2020 in equity; this amount was granted in RSUs in May 2019 and therefore is not reflected in the table.
~~Bowie Town Center~~	~~100.0%~~
~~Clay Terrace~~(3)	~~100.0%~~Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of the RSUs granted to the named directors during 2020 as part of the Director Retainer Package. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to Part IV of the Original Filing of the Form 10-K in Item 15 entitled “Exhibits and Financial Statement Schedules” in note 8 of the notes to consolidated financial statements. The RSU holdings at December 31, 2020 for the named directors are as follows: (a) Messrs. Dillon and Levy – 27,252 each, (b) Mr. Laikin – 33,460, (c) Mr. Birge – 39,334 and (e) Ms. von Blucher – 26,963. The aggregate number of RSUs held by Mr. Conforti at the end of fiscal year 2020 is reported in the footnotes to the table entitled “Outstanding Equity Awards at Fiscal Year-End 2020.”
~~Mesa Mall~~	~~100.0%~~
~~Northtown Mall~~(4)	~~100.0%~~The total value of all perquisites and other personal benefits received by the respective named director during the fiscal year ended December 31, 2020, if any, was less than $10,000, and therefore is not included in this table.
~~Orange Park Mall~~	~~100.0%~~
~~Outlet Collection® \| Seattle, The~~(5)	~~100.0%~~For each respective named director, the amount listed represents the aggregate total of the amounts listed in columns (b) through (d).
~~Paddock Mall~~	~~100.0%~~
~~WestShore Plaza~~(6)	~~100.0%~~Mr. Birge had made an election in 2019 to take all of his Board fees in equity of the Company.

~~Open Air Properties:~~(7)	Ms. Soffer resigned from the Board on December 28, 2020.
~~Bloomingdale Court~~		~~100.0%~~
~~Bowie Town Center Strip~~		~~100.0%~~
~~Chesapeake Center~~		~~100.0%~~
~~Countryside Plaza~~		~~100.0%~~
~~Empire East~~		~~100.0%~~
~~Fairfield Town Center~~		~~100.0%~~
~~Gaitway Plaza(1)~~		~~98.6%~~
~~Greenwood Plus~~		~~100.0%~~
~~Henderson Square~~		~~100.0%~~
~~Keystone Shoppes~~		~~100.0%~~
~~Lake Plaza~~		~~100.0%~~
~~Lake View Plaza~~		~~100.0%~~
~~Lincoln Crossing~~		~~100.0%~~
~~Markland Plaza~~		~~100.0%~~
~~Northwood Plaza~~		~~100.0%~~
~~Plaza at Buckland Hills, The~~		~~100.0%~~
~~Richardson Square~~		~~100.0%~~
~~Rockaway Commons~~		~~100.0%~~
~~Rockaway Town Plaza~~		~~100.0%~~
~~Shops at North East Mall, The~~		~~100.0%~~
~~University Center~~		~~100.0%~~
~~Village Park Plaza~~		~~100.0%~~
~~Wolf Ranch~~		~~100.0%~~


						~~Financial Interest~~
~~Enclosed Retail Properties:~~
~~Boynton Beach Mall~~						~~100.0%~~
~~Chautauqua Mall~~						~~100.0%~~
~~Edison Mall(1)~~						~~100.0%~~
~~Great Lakes Mall(1)~~						~~100.0%~~
~~Indian Mound Mall~~						~~100.0%~~
~~Irving Mall(1)~~						~~100.0%~~
~~Jefferson Valley Mall(1)~~						~~100.0%~~
~~Lima Mall~~						~~100.0%~~
~~Lindale Mall~~						~~100.0%~~
~~Longview Mall~~						~~100.0%~~
~~Malibu Lumber Yard(2)~~						~~51.0%~~
~~Mall at Fairfield Commons, The~~						~~100.0%~~
~~Maplewood Mall~~						~~100.0%~~
~~Markland Mall~~						~~100.0%~~
~~Melbourne Square~~						~~100.0%~~
~~Morgantown Mall~~						~~100.0%~~
~~New Towne Mall~~						~~100.0%~~
~~Northwoods Mall~~						~~100.0%~~
~~Rolling Oaks Mall~~						~~100.0%~~
~~Southern Hills Mall~~						~~100.0%~~
~~Southern Park Mall~~						~~100.0%~~
~~Sunland Park Mall~~						~~100.0%~~

~~Open Air Properties:~~
~~Dare Centre~~						~~100.0%~~
~~Fairfax Court~~						~~100.0%~~
~~Lima Center~~						~~100.0%~~
~~MacGregor Village~~						~~100.0%~~
~~Martinsville Plaza~~						~~100.0%~~
~~Royal Eagle Plaza~~						~~100.0%~~
~~St. Charles Towne Plaza~~						~~100.0%~~
~~Tippecanoe Plaza~~						~~100.0%~~
~~University Town Plaza~~						~~100.0%~~
~~Washington Plaza~~						~~100.0%~~
~~West Town Corners(3)~~						~~98.0%~~
~~Westland Park Plaza(3)~~						~~100.0%~~
~~Whitehall Mall~~						~~100.0%~~

Commission file number		001-36252 (Washington Prime Group Inc.)
		333-205859 (Washington Prime Group, L.P.)

Index		Page
PART III
Item 10	Directors, Executive Officers and Corporate Governance	5
Item 11	Executive Compensation	10
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13	Certain Relationships and Related Transactions and Director Independence	26
Item 14	Principal Accountant Fees and Services	27
PART IV
Item 15	Exhibits and Financial Statement Schedules	28
Signatures		29

Name	Age⁽¹⁾	Position(s) Held⁽¹⁾
Robert J. Laikin	57	Chairman of the Board, Compensation Committee member, Governance and Nominating Committee member, and Strategic Alternatives Committee member
Sheryl G. von Blucher	59	Director, Audit Committee member and Sustainability Committee Chairperson
J. Taggart (“Tag”) Birge	50	Director, Compensation Committee member, Strategic Alternatives Committee member, Sustainability Committee member and Governance and Nominating Committee Chairperson
John F. Levy	65	Director, Audit Committee Chairperson, Governance and Nominating Committee member, and an Audit Committee Financial Expert
John J. Dillon III	61	Director, Strategic Alternatives Committee member, Compensation Committee Chairperson, Audit Committee member, and Sustainability Committee member
Louis G. Conforti	56	Chief Executive Officer and Director
Robert P. Demchak	50	Executive Vice President, General Counsel and Corporate Secretary
Stephan G. Gerber	59	Senior Vice President, Head of Property Management
Melissa A. Indest	57	Executive Vice President, Finance and Chief Accounting Officer
Joshua P. Lindimore	47	Executive Vice President, Head of Leasing
Mark E. Yale	55	Executive Vice President and Chief Financial Officer


Item No.		Page No.
Part I
1.	Business	5
1A.	Risk Factors	14
1B.	Unresolved Staff Comments	32
2.	Properties	33
3.	Legal Proceedings	44
4.	Mine Safety Disclosures	44
Part II
5.	Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	44
6.	Selected Financial Data	45
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
7A.	Quantitative and Qualitative Disclosure About Market Risk	75
8.	Financial Statements and Supplementary Data	75
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	75
9A.	Controls and Procedures	75
9B.	Other Information	76
Part III
10.	Directors, Executive Officers and Corporate Governance	77
11.	Executive Compensation	77
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
13.	Certain Relationships and Related Transactions and Director Independence	77
14.	Principal Accounting Fees and Services	77
Part IV
15.	Exhibits and Financial Statement Schedules	78
16.	Form 10-K Summary	82
Signatures		83


Property Name	State	City (Major Metropolitan Area)	Ownership Interest (Expiration if Lease)	Financial Interest (1)		Year Acquired or Built	Occupancy (%)(2)		Total Center SF	Anchors
Enclosed Retail Properties
Anderson Mall	SC	Anderson	Fee	100.0	%	Built 1972	86.7	%	670,640	Belk(10), Books-A-Million, Dillard's(10), JCPenney
Arbor Hills	MI	Ann Arbor	Fee	51.0	%	Acquired 2015	84.4	%	86,939	N/A
Arboretum, The	TX	Austin	Fee	51.0	%	Acquired 1998	82.7	%	193,835	Barnes & Noble, Cheesecake Factory, Pottery Barn
Ashland Town Center	KY	Ashland	Fee	100.0	%	Acquired 2015	93.4	%	434,359	Belk, Belk Home Store, JCPenney(10), T.J. Maxx
Bowie Town Center	MD	Bowie (Wash, D.C.)	Fee	100.0	%	Built 2001	89.2	%	583,035	Barnes & Noble, Best Buy(10), L.A. Fitness, Macy's(10), Off Broadway Shoes
Boynton Beach Mall	FL	Boynton Beach (Miami)	Fee	100.0	%	Acquired 1996	88.3	%	869,837	Cinemark Theatres, Dillard's, JCPenney, Macy's(10), You Fit Health Clubs
Brunswick Square	NJ	East Brunswick (New York)	Fee	100.0	%	Acquired 1996	90.0	%	764,224	Barnes & Noble, JCPenney(10), Macy's(10), Starplex Luxury Cinema
Charlottesville Fashion Square(8)	VA	Charlottesville	Ground Lease (2076)	100.0	%	Acquired 1997	—	%	—	N/A
Chautauqua Mall	NY	Lakewood	Fee	100.0	%	Acquired 1996	77.9	%	435,423	JCPenney, Office Max
Chesapeake Square Theater	VA	Chesapeake (VA Beach)	Fee	100.0	%	Acquired 1996	100.0	%	42,248	Cinemark Theatres
Clay Terrace	IN	Carmel (Indianapolis)	Fee	100.0	%	Acquired 2014	90.1	%	577,605	Dick's Sporting Goods, DSW, St. Vincent's Sports Performance, Whole Foods
Cottonwood Mall	NM	Albuquerque	Fee	100.0	%	Built 1996	92.4	%	1,048,118	Conn's Electronic & Appliance(10), Dillard's(10), HiLife Furniture, Hobby Lobby, JCPenney(10), Mor Furniture For Less, Regal Cinema

Name	Fees Earned or Paid in Cash⁽²⁾ ($)	Stock Awards⁽³⁾ ($)	All Other Compensation⁽⁴⁾ ($)	Total⁽⁵⁾ ($)
(a)	(b)	(c)	(d)	(e)
John J. Dillon III	$110,000	$120,002	$0	$230,002
Robert J. Laikin	$275,000	$120,002	$0	$395,002
John F. Levy	$110,000	$120,002	$0	$230,002
J. Taggart (“Tag”) Birge⁽⁶⁾	$0	$175,004	$0	$175,004
Jacquelyn R. Soffer⁽⁷⁾	$110,000	$120,002	$0	$230,002
Sheryl G. von Blucher	$110,000	$120,002	$0	$230,002


Year	Number of Leases Expiring	Square Feet	Average Base Minimum Rent Per Square Foot		Percentage of Gross Annual Rental Revenues(2)
Inline Stores and Freestanding
Month To Month Leases	196	499,448	$	28.43	2.7	%
2021	653	2,129,185	$	24.60	8.8	%
2022	750	2,397,936	$	26.04	11.2	%
2023	600	2,039,248	$	27.75	10.2	%
2024	451	1,511,698	$	27.29	7.8	%
2025	336	1,395,132	$	26.82	7.6	%
2026	268	1,455,895	$	27.00	7.4	%
2027	211	958,719	$	28.45	4.9	%
2028	145	674,481	$	25.51	3.0	%
2029	128	627,546	$	28.55	3.3	%
2030	109	492,957	$	24.70	2.3	%
2031 and Thereafter	38	450,820	$	18.56	1.5	%
Specialty Leasing Agreements w/ terms in excess of 11 months	781	1,957,221	$	10.14	4.0	%
Anchors
Month To Month Leases	4	183,946	$	7.73	0.3	%
2021	19	1,127,306	$	4.63	1.1	%
2022	36	1,765,756	$	7.62	2.9	%
2023	47	2,176,782	$	9.64	4.1	%
2024	29	1,560,628	$	7.89	2.5	%
2025	45	2,116,412	$	9.67	4.3	%
2026	37	1,821,895	$	7.70	3.0	%
2027	22	991,992	$	9.20	1.7	%
2028	14	488,294	$	14.68	1.5	%
2029	11	605,415	$	8.76	1.1	%
2030	14	558,561	$	9.62	1.2	%
2031 and Thereafter	15	960,151	$	9.58	1.6	%


	Distribution Declared Per Common Share1
	2020		2019
1st Quarter	$	1.125	$	2.250
2nd Quarter	NA2		$	2.250
3rd Quarter	NA2		$	2.250
4th Quarter	NA2		$	2.250


	Distribution Declared Per Common Unit1
	2020		2019
1st Quarter	$	1.125	$	2.250
2nd Quarter	NA2		$	2.250
3rd Quarter	NA2		$	2.250
4th Quarter	NA2		$	2.250


Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
February 13, 2020	2	$	1,961	$	1,945
September 17, 2020	1	2,072		2,063
October 29, 2020	1	1,158		1,155
November 13, 2020	1	1,899		1,814
November 20, 2020	1	1,811		1,697
	6	$	8,901	$	8,674


	December 31, 2020			% Change		December 31, 2019			% Change		December 31, 2018
Ending occupancy (1)	90.9		%	(3.0)	%	93.9		%	(1.3)	%	95.2		%
Average base minimum rent per square foot (2)	$	20.35		(5.3)	%	$	21.50		(2.4)	%	$	22.02


	Property Count	Leased Occupancy %1				Store Sales Per Square Foot for 12 Months Ended2			Store Occupancy Cost %2			% of Total Comp NOI for 12 Months Ended

		12/31/20		12/31/19		12/31/20	12/31/19		12/31/20	12/31/19		12/31/20
Open Air Properties	47	94.9	%	96.5	%							33.3	%
Tier 1 Enclosed retail properties	41	87.4	%	91.6	%	Not reported	$	414	Not reported	11.2	%	60.0	%
Tier 1 and Open Air	88	90.9	%	93.9	%							93.3	%


	December 31, 2020		December 31, 2019
Face amount of mortgage loans	$	1,104,375	$	1,117,242
Fair value adjustments, net	1,685		3,463
Debt issuance cost, net	(4,407)		(5,097)
Carrying value of mortgage loans	$	1,101,653	$	1,115,608


	December 31, 2020		December 31, 2019
Notes payable:
Face amount - the Exchange Notes(1)	$	—	$	250,000
Face amount - Senior Notes due 2024(2)	720,900		720,900
Debt discount, net	(6,338)		(7,864)
Debt issuance costs, net	(4,086)		(5,470)
Total carrying value of notes payable	$	710,476	$	957,566

Term loans:(7)
Face amount - Term Loan(3)(4)	$	350,000	$	350,000
Face amount - December 2015 Term Loan(5)	340,000		340,000
Debt issuance costs, net	(8,437)		(3,358)
Total carrying value of unsecured term loans	$	681,563	$	686,642

Revolving credit facility:(3)(6)
Face amount	$	647,000	$	207,000
Debt issuance costs, net	(7,024)		(2,855)
Total carrying value of revolving credit facility	$	639,976	$	204,145

Other indebtedness:(8)
Anticipated settlement amount	$	109,285	$	109,285
Debt issuance costs, net	(1,509)		(1,561)
Future accretion, net	(19,969)		(10,123)
Total carrying value of other indebtedness	$	87,807	$	97,601


	December 31, 2020		Weighted Average Interest Rate		December 31, 2019		Weighted Average Interest Rate
Fixed-rate debt, face amount	$	2,459,560	5.55	%	$	2,722,427	5.18	%
Variable-rate debt, face amount	812,000		2.80	%	372,000		3.73	%
Total face amount of debt	3,271,560		4.87	%	3,094,427		5.01	%
Note discount	(6,338)				(7,864)
Fair value adjustments, net	1,685				3,463
Future accretion, net	(19,969)				(10,123)
Debt issuance costs, net	(25,463)				(18,341)
Total carrying value of debt	$	3,221,475			$	3,061,562


	2021		2022 - 2023		2024 - 2025		Thereafter		Total
Long-term debt(1)	$	308,729	$	1,587,284	$	988,891	$	386,656	$	3,271,560
Interest payments(2)	140,276		216,568		73,546		269,919		700,309
Distributions(3)	3,568		—		—		—		3,568
Ground rent/operating leases(4)	2,229		3,778		2,138		19,369		27,514
Purchase/tenant obligations(5)	104,224		—		—		—		104,224
Total	$	559,026	$	1,807,630	$	1,064,575	$	675,944	$	4,107,175


	2020 Annual Long-Term Incentive Awards	2019 Annual Long-Term Incentive Awards	2018 Annual Long-Term Incentive Awards
Grant Date	February 25, 2020	February 20, 2019	February 20, 2018
RSUs issued	152,610	63,581	65,223
Grant date fair value per unit	$21.69	$51.93	$54.90
PSUs issued	152,610	63,581	65,223
Grant date fair value per unit	$15.66	$44.82	$43.92


	Activity for the Year Ended December 31,
	2020
	Executive & Non-Executive Employees		Non-Employee Directors		Total
Outstanding unvested at beginning of year	186,240		22,906		209,146
RSUs granted	164,614		124,801		289,415
RSUs vested, not released	—		(22,906)		(22,906)
RSUs vested and released	(62,305)		—		(62,305)
RSUs forfeited	(2,030)		(19,324)		(21,354)
Outstanding unvested at end of year	286,519		105,477		391,996

Unrecognized compensation cost (in thousands)	$	5,305	$	273	$	5,578
Weighted-average expense period (in years)	2.2		0.4		1.7


	~~2020~~
~~Redevelopments and expansions~~	$	~~117,223~~
~~Tenant allowances~~	~~21,055~~
~~Operational capital expenditures~~	~~21,773~~
~~Total(1)~~	$	~~160,051~~


	For the Year Ended December 31,
	2020		2019		2018
Net (loss) income	$	(261,824)	$	2,760	$	108,655
Less: Preferred dividends and distributions on preferred operating partnership units	(14,272)		(14,272)		(14,272)
Adjustments to Arrive at FFO:
Real estate depreciation and amortization, including joint venture impact	265,868		310,430		295,900
Impairment loss, including (gain) on disposition of interests in properties, net	109,488		26,586		(3,353)
Net income attributable to noncontrolling interest holders in properties	(63)		(45)		(76)
Noncontrolling interests portion of depreciation and amortization	(75)		(67)		(35)
FFO of the Operating Partnership (1)	99,122		325,392		386,819
FFO allocable to limited partners	15,198		50,670		60,062
FFO allocable to common shareholders/unitholders	$	83,924	$	274,722	$	326,757

Diluted (loss) earnings per share/unit (2)	$	(11.04)	$	(0.47)	$	3.81
Adjustments to arrive at FFO per share/unit:
Depreciation and amortization from consolidated properties and our share of real estate depreciation and amortization from unconsolidated properties	10.62		12.48		11.94
Impairment loss, including (gain) on disposition of interests in properties, net	4.38		1.07		(0.14)
Diluted FFO per share/unit (2)	$	3.96	$	13.08	$	15.61

Weighted average shares outstanding - basic (2)	21,173,364		20,938,381		20,855,149
Weighted average limited partnership units outstanding (2)	3,834,258		3,858,890		3,855,975
Weighted average additional dilutive securities outstanding (2)	—		70,651		67,075
Weighted average shares/units outstanding - diluted (2)	25,007,622		24,867,922		24,778,199


	December 31, 2020		December 31, 2019
ASSETS:
Investment properties at cost	$	5,873,801	$	5,902,406
Less: accumulated depreciation	2,539,745		2,397,736
	3,334,056		3,504,670
Cash and cash equivalents	92,618		41,421
Tenant receivables and accrued revenue, net	132,610		82,762
Investment in and advances to unconsolidated entities, at equity	416,339		417,092
Deferred costs and other assets	129,724		205,034
Total assets	$	4,105,347	$	4,250,979
LIABILITIES:
Mortgage notes payable	$	1,101,653	$	1,115,608
Notes payable	710,476		957,566
Term loans	681,563		686,642
Revolving credit facility	639,976		204,145
Other indebtedness	87,807		97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues	276,086		260,904
Distributions payable	3,323		3,252
Cash distributions and losses in unconsolidated entities, at equity	0		15,421
Total liabilities	3,500,884		3,341,139
Redeemable noncontrolling interests	3,265		3,265
EQUITY:
Stockholders' Equity:
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of December 31, 2020 and 2019	104,251		104,251
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of December 31, 2020 and 2019	98,325		98,325
Common stock, $0.0001 par value, 350,000,000 shares authorized; 20,999,596 and 20,764,920 issued and outstanding as of December 31, 2020 and 2019, respectively	2		2
Capital in excess of par value	1,262,524		1,254,788
Accumulated deficit	(913,128)		(655,492)
Accumulated other comprehensive loss	(12,124)		(5,525)
Total stockholders' equity	539,850		796,349
Noncontrolling interests	61,348		110,226
Total equity	601,198		906,575
Total liabilities, redeemable noncontrolling interests and equity	$	4,105,347	$	4,250,979


	Preferred Series H		Preferred Series I		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity		Non-Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2017	$	104,251	$	98,325	$	2	$	1,240,500	$	(350,594)	$	6,920	$	1,099,404	$	167,718	$	1,267,122	$	3,265

Cumulative effect of accounting standards	—		—		—		(389)		1,890		584		2,085		389		2,474		—
Redemption of limited partner units	—		—		—		—		—		—		—		(28)		(28)		—

Other	—		—		—		(103)		—		—		(103)		—		(103)		—
Equity-based compensation	—		—		—		7,480		—		—		7,480		842		8,322		—
Adjustments to noncontrolling interests	—		—		—		168		—		—		168		(168)		0		—

Distributions on common shares/units ($9.000 per common share/unit)	—		—		—		—		(187,792)		—		(187,792)		(34,823)		(222,615)		—
Distributions declared on preferred shares	—		—		—		—		(14,032)		—		(14,032)		—		(14,032)		—
Other comprehensive loss	—		—		—		—		—		(1,104)		(1,104)		(180)		(1,284)		—
Net income, excluding $240 of distributions to preferred unitholders	—		—		—		—		93,604		—		93,604		14,811		108,415		—
Balance, December 31, 2018	104,251		98,325		2		1,247,656		(456,924)		6,400		999,710		148,561		1,148,271		3,265
Exercise of stock options	—		—		—		1		—		—		1		—		1		—

Redemption of limited partner units	—		—		—		—		—		—		—		(276)		(276)		—
Other	—		—		—		(32)		—		—		(32)		—		(32)		—
Equity-based compensation	—		—		—		7,800		—		—		7,800		37		7,837		—
Adjustments to noncontrolling interests	—		—		—		(637)		—		—		(637)		637		0		—
Distributions on common shares/units ($9.000 per common share/unit)	—		—		—		—		(188,810)		—		(188,810)		(34,802)		(223,612)		—
Distributions declared on preferred shares	—		—		—		—		(14,032)		—		(14,032)		—		(14,032)		—
Other comprehensive loss	—		—		—		—		—		(11,925)		(11,925)		(2,177)		(14,102)		—
Net income (loss), excluding $240 of distributions to preferred unitholders	—		—		—		—		4,274		—		4,274		(1,754)		2,520		—
Balance, December 31, 2019	104,251		98,325		2		1,254,788		(655,492)		(5,525)		796,349		110,226		906,575		3,265


	General Partner
	Preferred		Common		Total		Limited Partners		Total Partners' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2017	$	202,576	$	896,828	$	1,099,404	$	166,660	$	1,266,064	$	1,058	$	1,267,122	$	3,265

Cumulative effect of accounting standards	—		2,085		2,085		389		2,474		—		2,474		—
Redemption of limited partner units	—		—		—		(28)		(28)		—		(28)		—

Other	—		(103)		(103)		—		(103)		—		(103)		—
Equity-based compensation	—		7,480		7,480		842		8,322		—		8,322		—
Adjustments to noncontrolling interests	—		168		168		(168)		0		—		0		—

Distributions to common unitholders, net	—		(187,792)		(187,792)		(34,757)		(222,549)		(66)		(222,615)		—
Distributions declared on preferred units	(14,032)		—		(14,032)		—		(14,032)		—		(14,032)		(240)
Other comprehensive loss	—		(1,104)		(1,104)		(180)		(1,284)		—		(1,284)		—
Net income	14,032		79,572		93,604		14,735		108,339		76		108,415		240
Balance, December 31, 2018	202,576		797,134		999,710		147,493		1,147,203		1,068		1,148,271		3,265
Exercise of stock options	—		1		1		0		1		—		1		—
Redemption of limited partner units	—		—		—		(276)		(276)		—		(276)		—
Other	—		(32)		(32)		—		(32)		—		(32)		—
Equity-based compensation	—		7,800		7,800		37		7,837		—		7,837		—
Adjustments to noncontrolling interests	—		(637)		(637)		637		0		—		0		—
Distributions to common unitholders	—		(188,810)		(188,810)		(34,722)		(223,532)		(80)		(223,612)		—
Distributions declared on preferred units	(14,032)		—		(14,032)		—		(14,032)		—		(14,032)		(240)
Other comprehensive loss	—		(11,925)		(11,925)		(2,177)		(14,102)		—		(14,102)		—
Net income (loss)	14,032		(9,758)		4,274		(1,799)		2,475		45		2,520		240
Balance, December 31, 2019	202,576		593,773		796,349		109,193		905,542		1,033		906,575		3,265


	2020		2019
Deferred leasing costs and corporate improvements, net	$	38,690	$	53,729
In-place lease intangibles, net	19,173		27,538
Acquired above market lease intangibles, net	9,232		13,419
Mortgage and other escrow deposits	37,614		34,054
Seller financing receivable(1)	0		55,000
Prepaids, notes receivable and other assets, net	25,015		21,294
	$	129,724	$	205,034


	2020		2019
Deferred leasing costs	$	98,443	$	121,363
Corporate improvements	6,099		6,099
Accumulated amortization	(65,852)		(73,733)
Deferred lease costs and corporate improvements, net	$	38,690	$	53,729


2021	$	414,919
2022	357,630
2023	296,072
2024	233,409
2025	178,281
Thereafter	543,439
	$	2,023,750


	2020		2019
Limited partners' interests in WPG L.P.	$	60,351	$	109,193
Noncontrolling interests in properties	997		1,033
Total noncontrolling interests	$	61,348	$	110,226


	2020		2019
Land	$	801,056	$	823,887
Buildings and improvements	4,966,739		4,974,330
Total land, buildings and improvements	5,767,795		5,798,217
Furniture, fixtures and equipment	106,006		104,189
Investment properties at cost	5,873,801		5,902,406
Less: accumulated depreciation	2,539,745		2,397,736
Investment properties at cost, net	$	3,334,056	$	3,504,670

Construction in progress included above	$	185,275	$	115,280


	Balance as of
Intangible Asset/Liability	December 31, 2020		December 31, 2019
Above-market leases - Company is lessor	$	27,471	$	46,745
Below-market leases - Company is lessor	$	78,356	$	108,345
In-place leases	$	74,903	$	103,043


			Balance as of
Intangible Asset/Liability	Location on the Consolidated Balance Sheets	Weighted Average Remaining Amortization (in years)	December 31, 2020		December 31, 2019
Above-market leases - Company is lessor	Deferred costs and other assets	7.6	$	9,232	$	13,419
Below-market leases - Company is lessor	Accounts payable, accrued expenses, intangibles and deferred revenues	13.0	$	41,773	$	54,885
In-place leases	Deferred costs and other assets	13.8	$	19,173	$	27,538