10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

Washington Prime Group Inc.

Washington Prime Group, L.P.

(Exact name of Registrant as specified in its charter)

Indiana (Both Registrants)

(State of incorporation or organization)

001-36252 (Washington Prime Group Inc.) 333-205859 (Washington Prime Group, L.P.) (Commission File No.)	180 East Broad Street Columbus, Ohio 43215 (Address of principal executive offices)
46-4323686 (Washington Prime Group Inc.) 46-4674640 (Washington Prime Group, L.P.) (I.R.S. Employer Identification No.)	(614) 621-9000 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Washington Prime Group Inc. Yes x No ¨ Washington Prime Group, L.P. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Washington Prime Group Inc. Yes x  No ¨ Washington Prime Group, L.P. Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Washington Prime Group Inc. (Check One):	Large accelerated filerxAccelerated filer ¨
	Non-accelerated filer ¨Smaller reporting company ¨
	Emerging growth company ¨ (Do not check if a smaller reporting company)
Washington Prime Group, L.P.(Check One):	Large accelerated filer¨Accelerated filer ¨
	Non-accelerated filer xSmaller reporting company ¨
	Emerging growth company ¨ (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Washington Prime Group Inc. Yes ¨  No x Washington Prime Group, L.P. Yes ¨  No x

As of April 26, 2017, Washington Prime Group Inc. had 185,428,977 shares of common stock outstanding.

1

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2017 of Washington Prime Group Inc. and Washington Prime Group, L.P. Unless stated otherwise or the context requires otherwise, references to "WPG Inc." mean Washington Prime Group Inc., an Indiana corporation, and references to "WPG L.P." mean Washington Prime Group, L.P., an Indiana limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between WPG Inc. and WPG L.P. We use the terms "WPG," the "Company,” “we,” "us," and “our” to refer to WPG Inc., WPG L.P., and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material interest on a consolidated basis, unless the context indicates otherwise.

WPG Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). WPG Inc. owns properties and conducts operations through WPG L.P., of which WPG Inc. is the sole general partner and of which it held approximately 84.2% of the partnership interests (“OP units”) at March 31, 2017. The remaining OP units are owned by various limited partners. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar.

The Company believes, therefore, that the combination into a single report of the quarterly reports on Form 10-Q of WPG Inc. and WPG L.P. provides the following benefits:

• enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;

• eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and

• creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.

The substantive difference between WPG Inc.’s and WPG L.P.’s filings is the fact that WPG Inc. is a REIT with shares traded on a public stock exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e., noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated financial statements of WPG Inc. and WPG L.P. are nearly identical.

This combined Form 10-Q for WPG Inc. and WPG L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting, and separate CEO/CFO certifications. In addition, if there were any material differences between WPG Inc. and WPG L.P. with respect to any other financial and non-financial disclosure items required by Form 10-Q, they would be discussed separately herein.

WPG L.P. is a voluntary filer. We are evaluating whether or not WPG L.P. will continue to voluntarily file reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2

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

FORM 10-Q

INDEX

PART I:	FINANCIAL INFORMATION	PAGE
Item 1.	Consolidated Financial Statements (unaudited)
	Financial Statements for Washington Prime Group Inc.:
	Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	4
	Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2017 and 2016	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	6
	Consolidated Statement of Equity for the three months ended March 31, 2017	7
	Financial Statements for Washington Prime Group, L.P.:
	Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	8
	Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2017 and 2016	9
	Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	10
	Consolidated Statement of Equity for the three months ended March 31, 2017	11
	Condensed Notes to Consolidated Financial Statements	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II:	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
SIGNATURES		44

3

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Washington Prime Group Inc.

Unaudited Consolidated Balance Sheets

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

	March 31, 2017			December 31, 2016
ASSETS:
Investment properties at cost	$	6,304,916		$	6,294,628
Less: accumulated depreciation	2,172,732			2,122,572
	4,132,184			4,172,056
Cash and cash equivalents	94,531			59,353
Tenant receivables and accrued revenue, net	96,560			99,967
Real estate assets held-for-sale	—			50,642
Investment in and advances to unconsolidated entities, at equity	442,257			458,892
Deferred costs and other assets	251,507			266,556
Total assets	$	5,017,039		$	5,107,466
LIABILITIES:
Mortgage notes payable	$	1,610,802		$	1,618,080
Notes payable	247,817			247,637
Unsecured term loans	1,334,525			1,334,522
Revolving credit facility	291,489			306,165
Accounts payable, accrued expenses, intangibles, and deferred revenues	287,969			309,178
Distributions payable	2,992			2,992
Cash distributions and losses in unconsolidated entities, at equity	15,421			15,421
Total liabilities	3,791,015			3,833,995
Redeemable noncontrolling interests	3,265			10,660
EQUITY:
Stockholders' Equity:
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	104,251			104,251
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	98,325			98,325
Common stock, $0.0001 par value, 300,000,000 shares authorized, 185,428,977 and 185,427,411 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	19			19
Capital in excess of par value	1,234,860			1,232,638
Accumulated deficit	(384,070		)	(346,706		)
Accumulated other comprehensive income	6,888			4,916
Total stockholders' equity	1,060,273			1,093,443
Noncontrolling interests	162,486			169,368
Total equity	1,222,759			1,262,811
Total liabilities, redeemable noncontrolling interests and equity	$	5,017,039		$	5,107,466

The accompanying notes are an integral part of these statements.

4

Washington Prime Group Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(dollars in thousands, except per share amounts)

	Three Months Ended March 31,
	2017			2016
REVENUE:
Minimum rent	$	137,116		$	143,105
Overage rent	2,832			3,457
Tenant reimbursements	56,790			57,956
Other income	5,656			5,513
Total revenues	202,394			210,031
EXPENSES:
Property operating	37,244			43,934
Depreciation and amortization	67,511			71,403
Real estate taxes	26,007			24,491
Advertising and promotion	2,152			2,232
Provision for credit losses	1,581			732
General and administrative	8,828			10,804
Ground rent	1,031			1,057
Impairment loss	8,509			—
Total operating expenses	152,863			154,653
OPERATING INCOME	49,531			55,378
Interest expense, net	(32,488		)	(37,348		)
Income and other taxes	(2,026		)	(979		)
Loss from unconsolidated entities, net	(444		)	(1,161		)
INCOME BEFORE GAIN (LOSS) ON DISPOSITION OF INTERESTS IN PROPERTIES, NET	14,573			15,890
Gain (loss) on disposition of interests in properties, net	51			(2,209		)
NET INCOME	14,624			13,681
Net income attributable to noncontrolling interests	1,814			1,659
NET INCOME ATTRIBUTABLE TO THE COMPANY	12,810			12,022
Less: Preferred share dividends	(3,508		)	(3,508		)
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	9,302		$	8,514
EARNINGS PER COMMON SHARE, BASIC AND DILUTED	$	0.05		$	0.05
COMPREHENSIVE INCOME:
Net income	$	14,624		$	13,681
Unrealized income (loss) on interest rate derivative instruments	2,349			(13,466		)
Comprehensive income	16,973			215
Comprehensive income (loss) attributable to noncontrolling interests	2,191			(487		)
Comprehensive income attributable to common shareholders	$	14,782		$	702

The accompanying notes are an integral part of these statements.

5

Washington Prime Group Inc.

Unaudited Consolidated Statements of Cash Flows

(dollars in thousands)

	For the Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,624		$	13,681
Adjustments to reconcile net 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	66,994			70,377
(Gain) loss on disposition of interests in properties and outparcels, net	(324		)	2,209
Impairment loss	8,509			—
Provision for credit losses	1,581			732
Loss from unconsolidated entities, net	444			1,161
Distributions of income from unconsolidated entities	80			53
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	2,399			2,900
Deferred costs and other assets	(9,947		)	(2,259		)
Accounts payable, accrued expenses, deferred revenues and other liabilities	(12,912		)	(29,723		)
Net cash provided by operating activities	71,448			59,131
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(25,039		)	(25,502		)
Restricted cash reserves for future capital expenditures, net	(558		)	(3,554		)
Net proceeds from disposition of properties	62,887			9,020
Investments in unconsolidated entities	(36,368		)	(3,260		)
Distributions of capital from unconsolidated entities	52,479			15,712
Net cash provided by (used in) investing activities	53,401			(7,584		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(23		)	—
Redemption of limited partner units/preferred shares	—			(5		)
Change in lender-required restricted cash reserves on mortgage loans	—			839
Net proceeds from issuance of common shares, including common stock plans	7			—
Purchase of redeemable noncontrolling interest	(6,830		)	—
Distributions on common and preferred shares/units	(59,016		)	(58,717		)
Proceeds from issuance of debt, net of transaction costs	80,814			—
Repayments of debt	(104,623		)	(18,658		)
Net cash used in financing activities	(89,671		)	(76,541		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	35,178			(24,994		)
CASH AND CASH EQUIVALENTS, beginning of period	59,353			116,253
CASH AND CASH EQUIVALENTS, end of period	$	94,531		$	91,259

The accompanying notes are an integral part of these statements.

6

Washington Prime Group Inc.

Unaudited Consolidated Statement 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 Income		Total Stockholders' Equity			Non- Controlling Interests			Total Equity			Redeemable Non-Controlling Interests
Balance, December 31, 2016	$	104,251	$	98,325	$	19	$	1,232,638		$	(346,706	)	$	4,916	$	1,093,443		$	169,368		$	1,262,811		$	10,660
Exercise of stock options	—		—		—		7			—			—		7			—			7			—
Other	—		—		—		(36		)	—			—		(36		)	—			(36		)	—
Equity-based compensation	—		—		—		1,132			—			—		1,132			346			1,478			—
Adjustments to noncontrolling interests	—		—		—		554			—			—		554			(554		)	—			—
Purchase of redeemable noncontrolling interest	—		—		—		565			—			—		565			—			565			(7,395		)
Distributions on common shares/units ($0.25 per common share/unit)	—		—		—		—			(46,666		)	—		(46,666		)	(8,805		)	(55,471		)	—
Distributions declared on preferred shares	—		—		—		—			(3,508		)	—		(3,508		)	—			(3,508		)	—
Other comprehensive income	—		—		—		—			—			1,972		1,972			377			2,349			—
Net income, excluding $60 of distributions to preferred unitholders	—		—		—		—			12,810			—		12,810			1,754			14,564			—
Balance, March 31, 2017	$	104,251	$	98,325	$	19	$	1,234,860		$	(384,070	)	$	6,888	$	1,060,273		$	162,486		$	1,222,759		$	3,265

The accompanying notes are an integral part of this statement.

7

Washington Prime Group, L.P.

Unaudited Consolidated Balance Sheets

(dollars in thousands, except unit amounts)

	March 31, 2017		December 31, 2016
ASSETS:
Investment properties at cost	$	6,304,916	$	6,294,628
Less: accumulated depreciation	2,172,732		2,122,572
	4,132,184		4,172,056
Cash and cash equivalents	94,531		59,353
Tenant receivables and accrued revenue, net	96,560		99,967
Real estate assets held-for-sale	—		50,642
Investment in and advances to unconsolidated entities, at equity	442,257		458,892
Deferred costs and other assets	251,507		266,556
Total assets	$	5,017,039	$	5,107,466
LIABILITIES:
Mortgage notes payable	$	1,610,802	$	1,618,080
Notes payable	247,817		247,637
Unsecured term loans	1,334,525		1,334,522
Revolving credit facility	291,489		306,165
Accounts payable, accrued expenses, intangibles, and deferred revenues	287,969		309,178
Distributions payable	2,992		2,992
Cash distributions and losses in unconsolidated entities, at equity	15,421		15,421
Total liabilities	3,791,015		3,833,995
Redeemable noncontrolling interests	3,265		10,660
EQUITY:
Partners' Equity:
General partner
Preferred equity, 7,800,000 units issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	202,576		202,576
Common equity, 185,428,977 and 185,427,411 units issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	857,697		890,867
Total general partners' equity	1,060,273		1,093,443
Limited partners, 35,127,735 units issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	161,405		168,264
Total partners' equity	1,221,678		1,261,707
Noncontrolling interests	1,081		1,104
Total equity	1,222,759		1,262,811
Total liabilities, redeemable noncontrolling interests and equity	$	5,017,039	$	5,107,466

The accompanying notes are an integral part of these statements.

8

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(dollars in thousands, except per unit amounts)

	Three Months Ended March 31,
	2017			2016
REVENUE:
Minimum rent	$	137,116		$	143,105
Overage rent	2,832			3,457
Tenant reimbursements	56,790			57,956
Other income	5,656			5,513
Total revenues	202,394			210,031
EXPENSES:
Property operating	37,244			43,934
Depreciation and amortization	67,511			71,403
Real estate taxes	26,007			24,491
Advertising and promotion	2,152			2,232
Provision for credit losses	1,581			732
General and administrative	8,828			10,804
Ground rent	1,031			1,057
Impairment loss	8,509			—
Total operating expenses	152,863			154,653
OPERATING INCOME	49,531			55,378
Interest expense, net	(32,488		)	(37,348		)
Income and other taxes	(2,026		)	(979		)
Loss from unconsolidated entities, net	(444		)	(1,161		)
INCOME BEFORE GAIN (LOSS) ON DISPOSITION OF INTERESTS IN PROPERTIES, NET	14,573			15,890
Gain (loss) on disposition of interests in properties, net	51			(2,209		)
NET INCOME	14,624			13,681
Net loss attributable to noncontrolling interests	—			(6		)
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	14,624			13,687
Less: Preferred unit distributions	(3,568		)	(3,568		)
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$	11,056		$	10,119
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS:
General partner	$	9,302		$	8,514
Limited partners	1,754			1,605
Net income attributable to common unitholders	$	11,056		$	10,119
EARNINGS PER COMMON UNIT, BASIC AND DILUTED	$	0.05		$	0.05
COMPREHENSIVE INCOME:
Net income	$	14,624		$	13,681
Unrealized income (loss) on interest rate derivative instruments	2,349			(13,466		)
Comprehensive income	16,973			215
Comprehensive loss attributable to noncontrolling interests	—			(6		)
Comprehensive income attributable to unitholders	$	16,973		$	221

The accompanying notes are an integral part of these statements.

9

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Cash Flows

(dollars in thousands)

	For the Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,624		$	13,681
Adjustments to reconcile net 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	66,994			70,377
(Gain) loss on disposition of interests in properties and outparcels, net	(324		)	2,209
Impairment loss	8,509			—
Provision for credit losses	1,581			732
Loss from unconsolidated entities, net	444			1,161
Distributions of income from unconsolidated entities	80			53
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	2,399			2,900
Deferred costs and other assets	(9,947		)	(2,259		)
Accounts payable, accrued expenses, deferred revenues and other liabilities	(12,912		)	(29,723		)
Net cash provided by operating activities	71,448			59,131
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(25,039		)	(25,502		)
Restricted cash reserves for future capital expenditures, net	(558		)	(3,554		)
Net proceeds from disposition of properties	62,887			9,020
Investments in unconsolidated entities	(36,368		)	(3,260		)
Distributions of capital from unconsolidated entities	52,479			15,712
Net cash provided by (used in) investing activities	53,401			(7,584		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(23		)	—
Redemption of limited partner/preferred units	—			(5		)
Change in lender-required restricted cash reserves on mortgage loans	—			839
Net proceeds from issuance of common units, including equity-based compensation plans	7			—
Purchase of redeemable noncontrolling interest	(6,830		)	—
Distributions to unitholders, net	(59,016		)	(58,717		)
Proceeds from issuance of debt, net of transaction costs	80,814			—
Repayments of debt	(104,623		)	(18,658		)
Net cash used in financing activities	(89,671		)	(76,541		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	35,178			(24,994		)
CASH AND CASH EQUIVALENTS, beginning of period	59,353			116,253
CASH AND CASH EQUIVALENTS, end of period	$	94,531		$	91,259

The accompanying notes are an integral part of these statements.

10

Washington Prime Group, L.P.

Unaudited Consolidated Statement 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, 2016	$	202,576		$	890,867		$	1,093,443		$	168,264		$	1,261,707		$	1,104		$	1,262,811		$	10,660
Exercise of stock options	—			7			7			—			7			—			7			—
Other	—			(36		)	(36		)	—			(36		)	—			(36		)	—
Equity-based compensation	—			1,132			1,132			346			1,478			—			1,478			—
Adjustments to limited partners' interests	—			554			554			(554		)	—			—			—			—
Purchase of redeemable noncontrolling interest	—			565			565			—			565			—			565			(7,395		)
Distributions on common units ($0.25 per common unit)	—			(46,666		)	(46,666		)	(8,782		)	(55,448		)	(23		)	(55,471		)	—
Distributions declared on preferred units	(3,508		)	—			(3,508		)	—			(3,508		)	—			(3,508		)	(60		)
Other comprehensive income	—			1,972			1,972			377			2,349			—			2,349			—
Net income	3,508			9,302			12,810			1,754			14,564			—			14,564			60
Balance, March 31, 2017	$	202,576		$	857,697		$	1,060,273		$	161,405		$	1,221,678		$	1,081		$	1,222,759		$	3,265

The accompanying notes are an integral part of this statement.

11

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

Condensed Notes to Unaudited 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"). REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income and satisfy certain other requirements. 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 March 31, 2017, our assets consisted of material interests in 111 shopping centers in the United States, consisting of community centers and enclosed retail properties, comprised of approximately 60 million square feet of gross leasable area.

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 expenditures.

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.

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 March 31, 2017 and December 31, 2016 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. Due to the seasonal nature of certain operational activities, the results for the interim period ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated unaudited financial statements should be read in conjunction with the audited consolidated and combined financial statements and related notes included in the combined 2016 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the "2016 Form 10-K").

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.

12

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

There have been no changes during the three months ended March 31, 2017 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 three months ended March 31, 2017, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the 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 committed to or intends to fund the venture.

As of March 31, 2017, our assets consisted of material interests in 111 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 101 wholly owned properties and four additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining six properties, or the joint venture properties, using the equity method of accounting, as we have determined that we have significant influence over their operations. We manage the day-to-day operations of the joint venture properties, but 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 84.1% for both the three months ended March 31, 2017 and 2016. As of March 31, 2017 and December 31, 2016, WPG Inc.'s ownership interest in WPG L.P. was 84.2% and 84.1%, 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

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”). 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.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

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.

13

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

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 community centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On July 9, 2015, the FASB announced it would defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to permit early adoption of the standard, but not before the original effective date of December 15, 2016. This new standard will be effective for the Company on January 1, 2018 and, upon effectiveness, certain of our revenue streams will be impacted. The impacted revenue streams primarily consist of fees earned from management, development and leasing services provided to joint ventures in which we own an interest, sales of real estate and other ancillary income earned from our properties. During the three months ended March 31, 2017, these revenues were less than 2% of consolidated revenue. We expect that fee income earned from our joint ventures for the above-mentioned services will generally be recognized in a manner consistent with our current measurement and patterns of recognition. As a result, we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations upon adoption in 2018. We expect to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. From a lessee perspective, the Company currently has seven ground leases that, under the new guidance, will result in the recognition of a lease liability and corresponding right-of-use asset. From a lessor perspective, the new guidance remains mostly similar to current rules, though contract consideration will now be allocated between lease and non-lease components. Non-lease component allocations will be recognized under ASU 2014-09, and we expect that this will result in a different pattern of recognition for certain non-lease components, including for fixed common-area ("CAM") revenues. In addition, ASU 2016-02 limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase to general and administrative expenses, though the amount of such changes is highly dependent upon the leasing compensation structures in place at the time of adoption. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)." ASU No. 2016-15 is intended to reduce diversity in practice with respect to how certain transactions are classified in the statement of cash flows. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted. In addition, in November 2016, the Emerging Issues Task Force ("EITF") of the FASB issued EITF Issue 16-A "Restricted Cash," requiring that a statement of cash flows explain the change during the period in total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash would be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is also effective for fiscal years beginning after December 15, 2017, including interim periods. These new standards require a retrospective transition approach. The Company has $30.8 million and $29.2 million of restricted cash on its consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively, whose cash flow statement classification will change to align with the new guidance upon adoption of the EITF. We are currently evaluating our plans regarding the adoption of these new standards.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business," that provides guidance to assist entities with evaluating when a set of transferred assets and activities (set) is a business. The new guidance requires an acquirer to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets; if so, the set of transferred assets and activities is not a business. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted. The new guidance will be applied on a prospective basis for transactions that occur within the period of adoption. Upon

14

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

adoption of this standard, the Company anticipates that more property acquisitions will be accounted for under asset acquisition accounting rather than business combination accounting, which will result in the capitalization of transactions costs rather than expensing of said costs under the current guidance. We early adopted this standard prospectively as of January 1, 2017, as permitted under the standard.

Deferred Costs and Other Assets

On January 4, 2017, the remaining $15.6 million outstanding on the promissory note receivable related to the January 29, 2016 sale of Forest Mall, located in Fond Du Lac, Wisconsin, and Northlake Mall, located in Atlanta, Georgia, was received by the Company in full. The proceeds were used to reduce the balance of corporate debt.

On February 28, 2017, the buyer of Knoxville Center, located in Knoxville, Tennessee, extended the maturity of the $6.2 million promissory note receivable, issued during the August 19, 2016 sale of the property, to April 28, 2017 and paid the Company $0.4 million of the outstanding principal balance. As of March 31, 2017, the buyer was current on their interest payments.

Redeemable Noncontrolling Interests for WPG Inc.

Redeemable noncontrolling interests represent the underlying equity held by unaffiliated third parties in the consolidated joint venture entity that owns Arbor Hills, located in Ann Arbor, Michigan (the "Arbor Hills Venture") and the consolidated joint venture that owns 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 Venture," collectively) as well as the outstanding WPG L.P. 7.3% Series I-1 Preferred Units (the "Series I-1 Preferred Units"). 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. During the three months ended March 31, 2017, the Company purchased all of the equity owned by such unaffiliated third parties related to the Arbor Hills Venture and the Oklahoma City Properties Venture, respectively. As of March 31, 2017, the aforementioned properties were wholly owned by the Company, and the only remaining redeemable noncontrolling interests relate to Series I-1 Preferred Units.

4. Investment in Real Estate

2017 Dispositions

On February 21, 2017, we completed the sale of Gulf View Square and River Oaks Center to private real estate investors for an aggregate purchase price of $42 million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of December 31, 2016. The net proceeds from the transaction were used to reduce corporate debt.

On January 10, 2017, we completed the sale of Virginia Center Commons to a private real estate investor for a purchase price of $9 million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of December 31, 2016. The net proceeds from the transaction were used to reduce corporate debt.

In connection with the sales noted above, the Company recorded a $0.1 million gain, which is included in gain (loss) on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive income for the three months ended March 31, 2017.

2016 Dispositions

On January 29, 2016, the Company completed the sale of Forest Mall and Northlake Mall to private real estate investors for an aggregate purchase price of $30.0 million. The net proceeds from the transaction were used to reduce the balance outstanding under the Revolver, as defined below (see Note 6 - "Indebtedness").

In connection with the sale noted above, the Company recorded a $2.2 million loss, which is included in gain (loss) on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive income for the three months ended March 31, 2016.

15

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Impairment

During the three months ended March 31, 2017, the Company entered into a purchase and sale agreement to dispose of a community center asset. The agreement is subject to customary closing and diligence requirements. Given uncertainties that the disposition is probable within one year due to the aforementioned closing and diligence requirements, this property remains classified as held for use as of March 31, 2017. In connection with the preparation of our financial statements included in this Form 10-Q, we shortened the hold period used in assessing impairment for the asset, which resulted in the carrying value not being recoverable from the expected cash flows. The purchase offer represents the best available evidence of fair value for this property. We compared the fair value to the carrying value, which resulted in the recording of an impairment charge of approximately $8.5 million in the accompanying consolidated statements of operations and comprehensive income for the three months ended March 31, 2017.

Intangible Assets and Liabilities Associated with Acquisitions

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 March 31, 2017 and December 31, 2016:

			Balance as of
Intangible Asset/Liability	Location on the Consolidated Balance Sheets	Weighted Average Remaining Amortization (in years)	March 31, 2017		December 31, 2016
Above-market leases - Company is lessor	Deferred costs and other assets	7.3	$	32,119	$	34,337
Below-market leases - Company is lessor	Accounts payable, accrued expenses, intangibles and deferred revenues	13.5	$	100,112	$	104,540
Above-market lease - Company is lessee	Accounts payable, accrued expenses, intangibles and deferred revenues	30.2	$	2,363	$	2,383
In-place leases	Deferred costs and other assets	10.0	$	65,972	$	70,907

5. Investment in Unconsolidated Entities, at Equity

The Company's investment activity in unconsolidated real estate entities during the three months ended March 31, 2017 and March 31, 2016 consisted of investments in the following material joint ventures:

• The O'Connor Joint Venture

This investment consists of a 51% interest held by the Company in a portfolio of five 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® located in Columbus, Ohio; 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 (collectively the "O'Connor Properties"). We retained management, leasing, and development responsibilities for the O'Connor Joint Venture.

On March 2, 2017, the O'Connor Joint Venture closed on the purchase of Pearlridge Uptown II, a 180,000 square foot wing of Pearlridge Center, for a gross purchase price of $70.0 million.

On March 30, 2017, the O'Connor Joint Venture closed on a $43.2 million non-recourse mortgage note payable with an eight year term and a fixed interest rate of 4.071% secured by Pearlridge Uptown II. The mortgage note payable requires monthly interest only payments until April 1, 2019, at which time monthly interest and principal payments are due until maturity.

On March 29, 2017, the O'Connor Joint Venture closed on a $55.0 million non-recourse mortgage note payable with a ten year term and a fixed interest rate of 4.36% secured by sections of Scottsdale Quarter® known as Block K and Block M. The mortgage note payable requires monthly interest only payments until May 1, 2022, at which time monthly interest and principal payments are due until maturity.

16

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

• The Seminole Joint Venture

This investment consists of a 45% legal interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional retail property located in the Orlando, Florida area. The Company's effective financial interest in this property (after preferences) is estimated to be approximately 22% for 2017. We retain management and leasing responsibilities for the Seminole Joint Venture.

Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provide management, development, construction, marketing, leasing and legal services for a fee to each of the joint ventures described above. Related to performing these services, we recorded management fees of $1.6 million and $1.5 million for the three months ended March 31, 2017 and 2016, respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive income. Advances to the O'Connor Joint Venture totaled $2.6 million and $2.5 million as of March 31, 2017 and December 31, 2016, 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 the O'Connor Joint Venture, the Seminole Joint Venture, and an indirect 12.5% ownership interest in certain real estate for all periods presented during which the Company accounted for these investments as unconsolidated entities for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017			2016
Total revenues	$	48,434		$	46,312
Operating expenses	20,591			19,306
Depreciation and amortization	19,034			20,044
Operating income	8,809			6,962
Interest expense, taxes, and other, net	(8,460		)	(7,889		)
Net income (loss) from the Company's unconsolidated real estate entities	349			(927		)
Our share of loss from the Company's unconsolidated real estate entities	$	(444	)	$	(1,161	)

6. Indebtedness

Mortgage Debt

Total mortgage indebtedness at March 31, 2017 and December 31, 2016 was as follows:

	March 31, 2017			December 31, 2016
Face amount of mortgage loans	$	1,603,806		$	1,610,429
Fair value adjustments, net	11,691			12,661
Debt issuance cost, net	(4,695		)	(5,010		)
Carrying value of mortgage loans	$	1,610,802		$	1,618,080

A roll forward of mortgage indebtedness from December 31, 2016 to March 31, 2017 is summarized as follows:

Balance at December 31, 2016	$	1,618,080
Debt amortization payments	(6,623		)
Amortization of fair value and other adjustments	(970		)
Amortization of debt issuance costs	315
Balance at March 31, 2017	$	1,610,802

17

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Unsecured Debt

The Facility

On May 15, 2014, we closed on a senior unsecured revolving credit facility, or "Revolver," and a senior unsecured term loan, or "Term Loan" (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900.0 million, bears interest at one-month LIBOR plus 1.25%, and will initially mature on May 30, 2018, subject to two six-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500.0 million, bears interest at one-month LIBOR plus 1.45%. During the three months ended March 31, 2017, we extended the maturity of the Term Loan from May 30, 2017 to May 30, 2018. We have one, 12-month extension available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. On July 6, 2016, the Company executed interest rate swap agreements totaling $200.0 million, which effectively fixed the interest rate on a portion of the Term Loan at 2.04% through August 1, 2018. The interest rate on the Facility may vary in the future based on the Company's credit rating.

At March 31, 2017, borrowings under the Facility consisted of $293.0 million outstanding under the Revolver (before debt issuance costs, net of $1.5 million) and $499.7 million, net of $0.3 million of debt issuance costs, outstanding under the Term Loan. On March 31, 2017, we had an aggregate available borrowing capacity of $606.7 million under the Revolver, net of $0.3 million reserved for outstanding letters of credit. At March 31, 2017, the applicable interest rate on the Revolver was one-month LIBOR plus 1.25%, or 2.23%, and the applicable interest rate on the unhedged portion of the Term Loan was one-month LIBOR plus 1.45%, or 2.43%.

Term Loans

On December 10, 2015, the Company borrowed $340.0 million under a term loan (the "December 2015 Term Loan"), pursuant to a commitment received from bank lenders. The December 2015 Term Loan bears interest at one-month LIBOR plus 1.80% and will mature in January 2023. On December 11, 2015, the Company executed interest rate swap agreements totaling $340.0 million, which effectively fixed the interest rate on the December 2015 Term Loan at 3.51% through January 2023. The interest rate on the December 2015 Term Loan may vary in the future based on the Company's credit rating. As of March 31, 2017, the balance was $337.1 million, net of $2.9 million of debt issuance costs.

On June 4, 2015, the Company borrowed $500.0 million under a term loan (the "June 2015 Term Loan"), pursuant to a commitment received from bank lenders. The June 2015 Term Loan bears interest at one-month LIBOR plus 1.45% and will mature in March 2020. On June 19, 2015, the Company executed interest rate swap agreements totaling $500.0 million, with an effective date of July 6, 2015, which effectively fixed the interest rate on the June 2015 Term Loan at 2.56% through June 2018. The interest rate on the June 2015 Term Loan may vary in the future based on the Company's credit rating. As of March 31, 2017, the balance was $497.8 million, net of $2.2 million of debt issuance costs.

Notes Payable

On March 24, 2015, WPG L.P. closed on a private placement of $250.0 million of 3.850% senior unsecured notes (the "Notes Payable") at a 0.028% discount due April 1, 2020. WPG L.P. received net proceeds from the offering of $248.4 million, which it used to repay a portion of outstanding borrowings under the bridge loan dated as of September 16, 2014 (the "Bridge Loan"). The Notes Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods).

On October 21, 2015, WPG L.P. completed an offer to exchange (the "Exchange Offer") up to $250.0 million aggregate principal amount of the Notes Payable for a like principal amount of its 3.850% senior unsecured notes that have been registered under the Securities Act of 1933 (the "Exchange Notes").  On October 21, 2015, $250.0 million of Exchange Notes were issued in exchange for $250.0 million aggregate principal amount of the Notes Payable that were tendered in the Exchange Offer.

As of March 31, 2017, the balance outstanding under the Exchange Notes was $247.8 million, net of $2.2 million of debt discount and issuance costs.

18

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Covenants

Our unsecured 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 March 31, 2017, management believes the Company is in compliance with all covenants of its unsecured debt.

The total balance of mortgages was approximately $1.6 billion as of March 31, 2017. At March 31, 2017, certain of our consolidated subsidiaries were the borrowers under 30 non-recourse loans, one full-recourse loan and one partial-recourse loan secured by mortgages encumbering 36 properties, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral.

On March 30, 2017, the Company transferred the $40.0 million mortgage loan secured by Valle Vista Mall, located in Harlingen, Texas, to the special servicer at the request of the borrower, a consolidated subsidiary of the Company. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. The Company will continue to manage and lease the property.

On June 30, 2016, we received a notice, dated that same date, that the $87.3 million mortgage loan secured by Mesa Mall, located in Grand Junction, Colorado had been transferred to the special servicer due to the payment default that occurred when the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its June 1, 2016 maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning the property to the lender (see Note 12 - "Subsequent Events").

On June 6, 2016, we received a notice of default letter, dated June 3, 2016, from the special servicer to the borrower of the $99.5 million mortgage loan secured by Southern Hills Mall, located in Sioux City, Iowa.  The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its June 1, 2016 maturity date.  On October 27, 2016, we received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company still holds title to the property.

At March 31, 2017, 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. The Company has assessed each of these properties for impairment indicators and have concluded no impairment charges were warranted as of March 31, 2017.

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 unsecured debt (including variable-rate unsecured debt swapped to fixed-rate) using cash flows discounted at current borrowing rates.

19

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The book value and fair value of these financial instruments and the related discount rate assumptions as of March 31, 2017 and December 31, 2016 are summarized as follows:

	March 31, 2017		December 31, 2016
Book value of fixed-rate mortgages(1)	$1,352,706		$1,359,329
Fair value of fixed-rate mortgages	$1,395,559		$1,403,103
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages	3.80	%	3.79	%
Book value of fixed-rate unsecured debt(1)	$1,290,000		$1,290,000
Fair value of fixed-rate unsecured debt	$1,265,188		$1,261,858
Weighted average discount rates assumed in calculation of fair value for fixed-rate unsecured debt	2.86	%	2.86	%

(1) Excludes debt issuance costs 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.

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.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges 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. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company recognized $0.1 million of hedge ineffectiveness as an increase to earnings during the three months ended March 31, 2017. The Company recognized $2.3 million of hedge ineffectiveness as a decrease to earnings during the three months ended March 31, 2016, primarily resulting from a mismatch in the terms of the December 2015 Term Loan and the corresponding derivative. The December 2015 Term Loan includes a 0% LIBOR floor while the corresponding derivative does not.

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 $0.4 million will be reclassified as a decrease to interest expense.

As of March 31, 2017, the Company had 15 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $1,139,600.

20

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2017 and December 31, 2016:

Derivatives designated as hedging instruments:		Balance Sheet Location	March 31, 2017		December 31, 2016
Interest rate products	Asset derivatives	Deferred costs and other assets	$	8,223	$	5,754
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles and deferred revenues	$	—	$	2

The asset derivative instruments were reported at their fair value of $8,223 and $5,754 in deferred costs and other assets at March 31, 2017 and December 31, 2016, respectively, with a corresponding adjustment to OCI for the unrealized gains and losses (net of noncontrolling interest allocation). The liability derivative instruments were reported at their fair value of $0 and $2 in accounts payable, accrued expenses, intangibles, and deferred revenues at March 31, 2017 and December 31, 2016, 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 AOCI 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 income for the three months ended March 31, 2017 and 2016:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)				Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended						Three Months Ended					Three Months Ended
	March 31,						March 31,					March 31,
	2017		2016				2017		2016			2017		2016
Interest rate products	$	1,263	$	(15,397	)	Interest expense	$	1,086	$	1,931	Interest expense	$	92	$	(2,342	)

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 March 31, 2017, 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 $0. As of March 31, 2017, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions. If the Company had breached any of these provisions at March 31, 2017, it would have been required to settle its obligations under the agreements at their termination value of $0.

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.

21

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

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 March 31, 2017 and December 31, 2016, 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.

The tables below presents the Company’s net assets and liabilities measured at fair value as of March 31, 2017 and December 31, 2016 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 March 31, 2017
Derivative instruments, net	$	—	$	8,223	$	—	$	8,223

	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, 2016
Derivative instruments, net	$	—	$	5,752	$	—	$	5,752

8. Equity

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. At March 31, 2017, WPG Inc. had reserved 35,127,735 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.

Stock Based Compensation

On May 28, 2014, the Board adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares/units. 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 ("Performance LTIP Units") in WPG L.P. The Plan terminates on May 28, 2024.

The following is a summary by type of the awards that the Company issued during the three months ended March 31, 2017 and March 31, 2016 under the Plan.

22

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Annual Long-Term Incentive Awards

On February 21, 2017 (the "Adoption Date"), the Company approved the terms and conditions of the 2017 annual award ("2017 Annual Long-Term Incentive Awards") for certain executive officers and employees of the Company. Under the terms of the 2017 Annual Long-Term Incentive 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 one WPG Inc. common share for each vested RSU. During the three months ended March 31, 2017, the Company issued 358,198 time-based RSUs, with a grant date fair value of $3.4 million, which will vest in one-third installments on each of February 21, 2018, 2019, and 2020, 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 the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. During the three months ended March 31, 2017, the Company issued 358,198 PSUs, at target, with a grant date fair value of $2.8 million. Actual PSUs earned may range from 0%-150% of the target PSUs, based on the Company'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 Adoption Date. During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’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 awards were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three year performance period.

During 2016, the Company approved the performance criteria and maximum dollar amount of the 2016 annual awards (the "2016 Annual Long-Term Incentive Awards"), that generally range from 30%-100% of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of RSUs (the "Allocated RSUs") based on the closing price of WPG Inc.'s common shares for the final 15 trading days of 2016. Recipients were eligible to receive a percentage of the Allocated RSUs based on the Company's performance on its strategic goals detailed in the Company's 2016 cash bonus plan and the Company's relative TSR compared to a peer group based on companies with similar assets and revenue. Payout for 50% of the Allocated RSUs was based on the Company's performance on the strategic goals and the payout on the remaining 50% was based on the Company's TSR performance. Both the strategic goal component as well the TSR performance were achieved at target, resulting in a 100% payout. During the three months ended March 31, 2017, the Company awarded 324,237 of Allocated RSUs, with a grant date fair value of $2.2 million, related to the 2016 Annual Long-Term Incentive Awards, which will vest in one-third installments on each of February 21, 2018, 2019 and 2020.

During 2015, the Company approved the performance criteria and maximum dollar amount of the 2015 annual LTIP unit awards (the "2015 Annual Long-Term Incentive Awards"), that generally range from 30%-300% of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of LTIP units (the "Allocated Units") based on the closing price of WPG Inc.'s common shares for the final 15 trading days of 2015. Eventual recipients were eligible to receive a percentage of the Allocated Units based on the Company's performance on its strategic goals detailed in the Company's 2015 cash bonus plan and the Company's relative TSR compared to the MSCI REIT Index. Payout for 40% of the Allocated Units was based on the Company's performance on the strategic goals and the payout on the remaining 60% was based on the Company's TSR performance. The strategic goal component was achieved in 2015; however, the TSR was below threshold performance, resulting in only a 40% payout for this annual LTIP award. During the three months ended March 31, 2016, the Company awarded 323,417 LTIP units related to the 2015 Annual Long-Term Incentive Awards, of which 108,118 vest in one-third installments on each of January 1, 2017, 2018 and 2019. The 94,106 LTIP units awarded to our former Executive Chairman fully vested on the grant date and the 121,193 LTIP units awarded to certain former executive officers fully vested on the applicable severance date during 2016 pursuant to the underlying severance arrangements.

Stock Options

During the three months ended March 31, 2017, no stock options were granted from the Plan to employees, 1,566 stock options were exercised by employees and 34,452 stock options were canceled, forfeited or expired. As of March 31, 2017, there were 941,558 stock options outstanding.

During the three months ended March 31, 2016, no stock options were granted from the Plan to employees, no stock options were exercised by employees and 1,000 stock options were canceled, forfeited or expired.

23

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Share Award Related Compensation Expense

During the three months ended March 31, 2017 and 2016, the Company recorded share award related compensation expense pertaining to the award and option plans noted above of $1.5 million and $1.9 million (excluding the $1.2 million reversal of previously recorded stock compensation expense associated with the forfeiture of grants to former executives during the three months ended March 31, 2016), respectively, in general and administrative expense within the consolidated statements of operations and comprehensive income. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause.

Distributions

During the three months ended March 31, 2017 and 2016, the Board declared common share/unit dividends of $0.25 per common share/unit.

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. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Concentration of Credit Risk

Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the enclosed retail properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

10. Related Party Transactions

Transactions with Simon Property Group Inc.

The Company was formed in 2014 through a spin-off of certain properties from Simon Property Group, Inc. ("SPG"). SPG managed the day-to-day operations of our legacy SPG enclosed retail properties through February 29, 2016 in accordance with property management agreements that expired as of May 31, 2016. Additionally, WPG and SPG entered into a transition services agreement pursuant to which SPG provided to WPG, on an interim, transitional basis after May 28, 2014 through May 31, 2016, the date on which it was terminated, various services including administrative support for the community centers through December 31, 2015, information technology, property management, accounts payable and other financial functions, as well as engineering support, quality assurance support and other administrative services for the enclosed retail properties until March 1, 2016. Under the transition services agreement that terminated on May 31, 2016, SPG charged WPG, based upon SPG's allocation of certain shared costs such as insurance premiums, advertising and promotional programs, leasing and development fees. Amounts charged to expense for property management and common costs, services, and other as well as insurance premiums are included in property operating expenses in the consolidated statements of operations and comprehensive income. Additionally, leasing and development fees charged by SPG are capitalized by the property. WPG terminated the transition services agreement, all applicable property management agreements with SPG, and the property development agreement effective May 31, 2016.

We did not incur any charges pertaining to the transition services agreements for the three months ended March 31, 2017. Charges for the consolidated and unconsolidated properties for the three months ended March 31, 2016 are as follows:

	For the Three Months Ended March 31,
	2016
	Consolidated		Unconsolidated
Property management and common costs, services and other	$	5,238	$	124
Insurance premiums	$	—	$	—
Advertising and promotional programs	$	102	$	6
Capitalized leasing and development fees	$	1,168	$	8

24

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

11. Earnings Per Common Share/Unit

WPG Inc. Earnings Per Common Share

We determine WPG Inc.'s basic earnings per common share based on the weighted average number of shares 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 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 earnings per common share:

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Share, Basic:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Weighted average shares outstanding - basic	186,278,173		185,436,932
Earnings per common share, basic	$	0.05	$	0.05
Earnings Per Common Share, Diluted:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Net income attributable to common unitholders	1,754		1,605
Net income attributable to common shareholders - diluted	$	11,056	$	10,119
Weighted average common shares outstanding - basic	186,278,173		185,436,932
Weighted average operating partnership units outstanding	34,986,704		34,304,835
Weighted average additional dilutive securities outstanding	525,629		657,575
Weighted average common shares outstanding - diluted	221,790,506		220,399,342
Earnings per common share, diluted	$	0.05	$	0.05

For the three months ended March 31, 2017 and 2016, additional potentially dilutive securities include contingently-issuable outstanding stock options and performance based components of annual awards. We accrue distributions when they are declared.

WPG L.P. Earnings Per Common Unit

We determine WPG L.P.'s basic 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 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.

25

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

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

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

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Unit, Basic and Diluted:
Net income attributable to common unitholders - basic and diluted	$	11,056	$	10,119
Weighted average common units outstanding - basic	221,264,877		219,741,767
Weighted average additional dilutive securities outstanding	525,629		657,575
Weighted average units outstanding - diluted	221,790,506		220,399,342
Earnings per common unit, basic and diluted	$	0.05	$	0.05

For the three months ended March 31, 2017 and 2016, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, WPG Inc.'s performance based components of annual awards, and WPG L.P.'s annual LTIP unit awards. We accrue distributions when they are declared.

12. Subsequent Events

On April 25, 2017, the Company completed a discounted payoff of the $87.3 million mortgage loan secured by Mesa Mall for $63.0 million and will retain ownership and management of the property. The Company will record a gain related to this repayment of approximately $21.0 million for the three and six months ended June 30, 2017.

26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report.

Overview - Basis of Presentation

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"). REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income and satisfy certain other requirements. 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 March 31, 2017, our assets consisted of material interests in 111 shopping centers in the United States, consisting of community centers and enclosed retail properties, comprised of approximately 60 million square feet of gross leasable area.

Unless the context otherwise requires, references to "WPG," the "Company," “we,” “us” and “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.

The 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 March 31, 2017 and December 31, 2016 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. The Company has filed a trademark application with the United States Trademark and Patent Office for the name "Washington Prime Group" and it remains pending.

The O'Connor Joint Venture

On November 2, 2016, the Company entered into a definitive agreement providing for a joint venture with O'Connor Mall Partners L.P. ("O'Connor") with respect to the ownership and operation of seven of the Company's retail properties, which are valued at approximately $608 million. The Company has an existing joint venture with O'Connor for five of the Company's enclosed retail properties and certain related outparcels. Under the terms of the agreement, the Company will retain a 51% interest and sell 49% to O'Connor for net proceeds of approximately $350 million, including the Company's pro rata share of new mortgage debt of over $100 million, which will be used to reduce the Company's debt and for general corporate purposes. The Company will retain management and leasing responsibilities of the properties. On November 18, 2016, O'Connor completed its due diligence and the escrow deposit of $18.7 million became non-refundable. Subject to the completion of certain debt financings and customary closing requirements, the Company expects to close on the joint venture during the second quarter of 2017.

On March 2, 2017, the O'Connor Joint Venture acquired an additional section at Pearlridge Center, located in Aiea, Hawaii, for a gross purchase price of $70.0 million. Pearlridge Center is currently comprised of two distinct enclosed venues commonly referred to as Uptown and Downtown. The newly acquired 180,000-square-foot section, which is part of Uptown (and referenced herein as Pearlridge Uptown II), is anchored by Ross Dress for Less and TJ Maxx and was 92% occupied at March 31, 2017. Subsequent to the purchase, the joint venture placed secured debt on the property (see below for details). Our share of the purchase price was funded by a combination of our share of the secured debt and availability on our credit facility.

On March 30, 2017, the O'Connor Joint Venture closed on a $43.2 million non-recourse mortgage note payable with an eight year term and a fixed interest rate of 4.071% secured by Pearlridge Uptown II. The mortgage note payable requires monthly interest only payments until April 1, 2019, at which time monthly interest and principal payments are due until maturity. Our pro-rata share of the mortgage note payable issuance is $22.0 million.

On March 29, 2017, the O'Connor Joint Venture closed on a $55.0 million non-recourse mortgage note payable with a ten year term and a fixed interest rate of 4.36% secured by sections of Scottsdale Quarter® known as Block K and Block M. The mortgage note payable requires monthly interest only payments until May 1, 2022, at which time monthly interest and principal payments are due until maturity. Our pro-rata share of the mortgage note payable issuance is $28.1 million.

27

Impairment

During the three months ended March 31, 2017, the Company entered into a purchase and sale agreement to dispose of a community center asset. The agreement is subject to customary closing and diligence requirements. Given uncertainties that the disposition is probable within one year due to the aforementioned closing and diligence requirements, this property remains classified as held for use as of March 31, 2017. We shortened the hold period used in assessing impairment for the asset, which resulted in the carrying value not being recoverable from the expected cash flows. The purchase offer represents the best available evidence of fair value for this property. We compared the fair value to the carrying value, which resulted in the recording of an impairment charge of approximately $8.5 million in the consolidated statements of operations and comprehensive income for the three months ended March 31, 2017. The potential sales proceeds from this transaction will be used to reduce the Company's debt.

Business Opportunities

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to enhance the performance of our properties and increase our revenues by, among other things, adding anchors or big-boxes, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. We seek growth in earnings, funds from operations ("FFO") and cash flows by enhancing the profitability and operation of our properties and investments.

Additionally, we feel there are opportunities to enhance our portfolio and balance sheet through active portfolio management. We believe that there are opportunities for us to acquire additional shopping centers that match our investment and strategic criteria. We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We also seek to dispose of or contribute to a joint venture assets that no longer meet our strategic criteria. These dispositions will be a combination of asset sales and transitions of over-levered properties to lenders.

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

Portfolio Data

The portfolio data discussed in this overview includes key operating statistics for the Company including ending occupancy, average base minimum rent per square foot and comparable NOI for the properties owned and managed at March 31, 2017. Southern Hills Mall is excluded from the metrics as the management and leasing of the property was transferred to the receiver during the fourth quarter of 2016 (see the "Financing and Debt" section for further details).

Core business fundamentals in the overall portfolio for the first quarter of 2017 were generally stable compared to 2016. Ending occupancy for the portfolio was 92.7% as of March 31, 2017, which is unchanged from March 31, 2016. Average base minimum rent per square foot for the portfolio increased by 0.4% when comparing March 31, 2017 to March 31, 2016. Comparable NOI decreased 0.7% for the portfolio in the first quarter of 2017 compared to the first quarter of 2016. The enclosed retail properties had a decrease in comparable NOI of 1.8%, which was driven primarily by a large real estate tax refund at our Westminster Mall in Westminster, California which we received in the first quarter of 2016, as well as the impact of tenant bankruptcies. The community center properties had comparable NOI growth of 2.9% in the first quarter of 2017 compared to the first quarter 2016.

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

	March 31, 2017	March 31, 2016	% Change
Ending occupancy (1)	92.7%	92.7%	—%
Average base minimum rent per square foot (2)	$21.47	$21.39	0.4%

(1) Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all Company-owned space except for anchors, majors, freestanding office and outlots at our enclosed retail properties in the calculation of ending occupancy. Community center GLA included in the calculation relates to all Company-owned space other than office space.

(2) Average base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

28

Current Leasing Activities

During the quarter ended March 31, 2017, we signed new leases and renewal leases with terms in excess of a year (excluding enclosed retail property anchors, majors, offices, and in-line spaces in excess of 10,000 square feet) across the portfolio, comprising approximately 945,200 square feet. The average annual initial base minimum rent for new leases was $27.55 per square foot ("psf") and for renewed leases was $23.56 psf. For these leases, the average for tenant allowances was $35.23 psf for new leases and $2.17 psf for renewals. During the quarter ended March 31, 2016, we signed new leases and renewal leases with terms in excess of a year (excluding enclosed retail property anchors, majors, offices, and in-line spaces in excess of 10,000 square feet) across the portfolio, comprising approximately 762,900 square feet. The average annual initial base minimum rent for new leases was $22.15 psf and for renewed leases was $29.88 psf. For these leases, the average for tenant allowances was $34.09 psf for new leases and $7.88 psf for renewals.

Results of Operations

Activities Affecting Results

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

•On February 21, 2017, we completed the sale of Gulf View Square, located in Port Richey, Florida, and River Oaks Center, located in Chicago, Illinois.

•On January 10, 2017, we completed the sale of Virginia Center Commons, located in Glen Allen, Virginia.

•On December 29, 2016, we transitioned River Valley Mall, located in Lancaster, Ohio, to the lender.

•On November 10, 2016, we completed the sale of Richmond Town Square, located in Cleveland, Ohio.

•On August 19, 2016, we completed the sale of Knoxville Center, located in Knoxville, Tennessee.

•On June 9, 2016, we transitioned Merritt Square Mall, located in Merritt Island, Florida, to the lender.

•On April 28, 2016, we transitioned Chesapeake Square, located in Chesapeake, Virginia, to the lender.

•On January 29, 2016, we completed the sale of Forest Mall, located in Fond Du Lac, Wisconsin, and Northlake Mall, located in Atlanta, Georgia.

For the purposes of the following comparisons, the transactions listed above are referred to as the "Property Transactions," and "comparable properties" refers to the remaining properties we owned and operated throughout both of the periods under comparison.

Three Months EndedMarch 31, 2017 vs. Three Months EndedMarch 31, 2016

Minimum rents decreased $6.0 million primarily due to a $9.0 million decrease from the Property Transactions offset by a $3.0 million net increase attributable to the comparable properties. Tenant reimbursements decreased $1.2 million due to a $3.4 million decrease attributable to the Property Transactions offset by a $2.2 million increase attributable to the comparable properties.

Property operating expenses decreased $6.7 million, of which $3.9 million was attributable to the Property Transactions and $2.8 million was attributable to the comparable properties, primarily related to a reduction in management fee expense related to the termination of certain transition service agreements with Simon Property Group, Inc. related to the 2014 spin-off. Depreciation and amortization decreased $3.9 million, primarily due to a $5.4 million decrease attributable to the Property Transactions offset by a $1.5 million increase attributable to the comparable properties, which was primarily due to development assets placed into service. Real estate taxes increased $1.5 million, primarily due to a $1.6 million decrease attributable to the Property Transactions, offset by a $3.1 million increase attributable to the comparable properties, which was primarily due to a real estate tax refund received at Westminster Mall during 2016 that did not occur in 2017. General and administrative expenses decreased $2.0 million, primarily due to a reduction in legal and consulting fees. The $8.5 million impairment loss recorded in 2017 related to the write down of a community center asset, as described in further detail under "Impairment."

Interest expense, net, decreased $4.9 million, of which $2.7 million was attributable to the Property Transactions and $2.5 million was attributable to swap ineffectiveness in the first quarter of 2016. Offsetting these decreases were increases of $0.3 million, primarily attributable to increased borrowings on the Revolver (as defined in "Liquidity and Capital Resources") over the comparable period.

Income and other taxes increased $1.0 million, which was attributable to a nonrecurring state use tax that was incurred in 2017.

29

Gain (loss) on disposition of interests in properties, net for 2017 was attributable to the sales of Gulf View Square, River Oaks Center, and Virginia Center Commons. The 2016 net loss was attributable to the sales of Forest Mall and Northlake Mall.

For WPG Inc., net income attributable to noncontrolling interests primarily relates to the allocation of income to third parties based on their respective weighted average ownership interest in WPG L.P., which percentage remained consistent over the periods.

Liquidity and Capital Resources

Our primary uses of cash include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, tenant allowance and dividends. Our primary sources of cash are operating cash flow and borrowings under our debt arrangements, including our senior unsecured revolving credit facility, or "Revolver," and three senior unsecured term loans as further discussed below.

Because we own primarily long-lived income-producing assets, our financing strategy relies on long-term fixed rate mortgage debt as well as floating rate debt (including unsecured financing such as the Revolver, as defined below, and our term loans). At March 31, 2017, floating rate debt (excluding loans hedged to fixed interest rates) comprised 24.0% of our total consolidated debt. We will continue to monitor our borrowing mix to limit market risk. We derive most of our liquidity from leases that generate positive net cash flow from operations, the total of which was $71.4 million during the three months ended March 31, 2017.

Our balance of cash and cash equivalents increased $35.2 million during 2017 to $94.5 million as of March 31, 2017. The increase was primarily due to operating cash flow from properties, net distributions from our joint ventures, and the net proceeds from the disposition of properties, partially offset by net repayment of debt, dividend distributions, and capital expenditures. See "Cash Flows" below for more information.

On March 31, 2017, we had an aggregate available borrowing capacity of $606.7 million under the Revolver, net of outstanding borrowings of $293.0 million and $0.3 million reserved for outstanding letters of credit. The weighted average interest rate on the Revolver was 2.1% during the three months ended March 31, 2017.

The consolidated indebtedness of our business was approximately $3.5 billion as of March 31, 2017, or a decrease of approximately $21.8 million from December 31, 2016. The change in consolidated indebtedness from December 31, 2016 is described in greater detail under "Financing and Debt".

Outlook

Our business model and WPG Inc.'s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. We may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand, availability under the Revolver and cash flow from operations to address our debt maturities, distributions and capital needs through 2017.

The successful execution of our business strategy will require the availability of substantial amounts of operating and development capital both currently and over time. Sources of such capital could include additional bank borrowings, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint ventures. The major credit rating agencies have assigned us investment grade credit ratings, but there can be no assurance that the Company will achieve a particular rating or maintain a particular rating in the future.

Cash Flows

Our net cash flow from operating activities totaled $71.4 million during the three months ended March 31, 2017. During this period we also:

• funded capital expenditures of $25.0 million;

• funded net amounts of restricted cash reserves held for future capital expenditures of $0.6 million;

• received net proceeds from the disposition of properties of $62.9 million;

• funded investments in unconsolidated entities of $36.4 million;

• received distributions of capital from unconsolidated entities of $52.5 million;

• funded the net repayment of debt of $23.8 million; and

• funded distributions to common and preferred shareholders and unitholders of $59.0 million.

30

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

• excess cash generated from operating performance and working capital reserves;

• borrowings on our debt arrangements;

• opportunistic asset sales;

• additional secured or unsecured debt financing; or

• additional equity raised in the public or private markets.

We expect to generate positive cash flow from operations in 2017, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our retail tenants. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds from our debt arrangements, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.

Financing and Debt

Mortgage Debt

Total mortgage indebtedness at March 31, 2017 and December 31, 2016 was as follows (in thousands):

	March 31, 2017			December 31, 2016
Face amount of mortgage loans	$	1,603,806		$	1,610,429
Fair value adjustments, net	11,691			12,661
Debt issuance cost, net	(4,695		)	(5,010		)
Carrying value of mortgage loans	$	1,610,802		$	1,618,080

A roll forward of mortgage indebtedness from December 31, 2016 to March 31, 2017 is summarized as follows (in thousands):

Balance at December 31, 2016	$	1,618,080
Debt amortization payments	(6,623		)
Amortization of fair value and other adjustments	(970		)
Amortization of debt issuance costs	315
Balance at March 31, 2017	$	1,610,802

Highly-levered Assets

We have identified three mortgage loans that have leverage levels in excess of our targeted leverage and have worked with, or have plans to work with, the special servicers on these non-recourse mortgages. We received notices of default on Mesa Mall in Grand Junction, Colorado and Southern Hills Mall in Sioux City, Iowa. Further, we have commenced discussions with special servicer regarding the loan secured by Valley Vista Mall, in Harlingen, Texas. See "Covenants" below for further discussion on these highly-levered assets. As of March 31, 2017, the mortgages on the highly-levered properties totaled $226.8 million and we expect to improve our leverage once all, or a portion of them, are transitioned to the lenders, with minimal impact to net cash flows.

Unsecured Debt

The Facility

On May 15, 2014, we closed on a senior unsecured revolving credit facility, or "Revolver," and a senior unsecured term loan, or "Term Loan" (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900.0 million, bears interest at one-month LIBOR plus 1.25%, and will initially mature on May 30, 2018, subject to two six-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500.0 million, bears interest at one-month

31

LIBOR plus 1.45%. During the three months ended March 31, 2017, we extended the maturity of the Term Loan from May 30, 2017 to May 30, 2018. We have one, 12-month extension available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. On July 6, 2016, the Company executed interest rate swap agreements totaling $200.0 million, which effectively fixed the interest rate on a portion of the Term Loan at 2.04% through August 1, 2018. The interest rate on the Facility may vary in the future based on the Company's credit rating.

At March 31, 2017, borrowings under the Facility consisted of $293.0 million outstanding under the Revolver (before debt issuance costs, net of $1.5 million) and $499.7 million, net of $0.3 million of debt issuance costs, outstanding under the Term Loan. On March 31, 2017, we had an aggregate available borrowing capacity of $606.7 million under the Revolver, net of $0.3 million reserved for outstanding letters of credit. At March 31, 2017, the applicable interest rate on the Revolver was one-month LIBOR plus 1.25%, or 2.23%, and the applicable interest rate on the unhedged portion of the Term Loan was one-month LIBOR plus 1.45%, or 2.43%.

Term Loans

On December 10, 2015, the Company borrowed $340.0 million under a term loan (the "December 2015 Term Loan"), pursuant to a commitment received from bank lenders. The December 2015 Term Loan bears interest at one-month LIBOR plus 1.80% and will mature in January 2023. On December 11, 2015, the Company executed interest rate swap agreements totaling $340.0 million, which effectively fixed the interest rate on the December 2015 Term Loan at 3.51% through January 2023. The interest rate on the December 2015 Term Loan may vary in the future based on the Company's credit rating. As of March 31, 2017, the balance was $337.1 million, net of $2.9 million of debt issuance costs.

On June 4, 2015, the Company borrowed $500.0 million under a term loan (the "June 2015 Term Loan"), pursuant to a commitment received from bank lenders. The June 2015 Term Loan bears interest at one-month LIBOR plus 1.45% and will mature in March 2020. On June 19, 2015, the Company executed interest rate swap agreements totaling $500.0 million, with an effective date of July 6, 2015, which effectively fixed the interest rate on the June 2015 Term Loan at 2.56% through June 2018. The interest rate on the June 2015 Term Loan may vary in the future based on the Company's credit rating. As of March 31, 2017, the balance was $497.8 million, net of $2.2 million of debt issuance costs.

Notes Payable

On March 24, 2015, WPG L.P. closed on a private placement of $250.0 million of 3.850% senior unsecured notes (the "Notes Payable") at a 0.028% discount due April 1, 2020. WPG L.P. received net proceeds from the offering of $248.4 million, which it used to repay a portion of outstanding borrowings under the bridge loan dated as of September 16, 2014 (the "Bridge Loan"). The Notes Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods).

On October 21, 2015, WPG L.P. completed an offer to exchange (the "Exchange Offer") up to $250.0 million aggregate principal amount of the Notes Payable for a like principal amount of its 3.850% senior unsecured notes that have been registered under the Securities Act of 1933 (the "Exchange Notes").  On October 21, 2015, $250.0 million of Exchange Notes were issued in exchange for $250.0 million aggregate principal amount of the Notes Payable that were tendered in the Exchange Offer.

As of March 31, 2017, the balance outstanding under the Exchange Notes was $247.8 million, net of $2.2 million of debt discount and issuance costs.

Covenants

Our unsecured 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 March 31, 2017, management believes the Company is in compliance with all covenants of its unsecured debt.

The total balance of mortgages was approximately $1.6 billion as of March 31, 2017. At March 31, 2017, certain of our consolidated subsidiaries were the borrowers under 30 non-recourse loans, one full-recourse loan and one partial-recourse loan secured by mortgages encumbering 36 properties, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent

32

entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral.

On March 30, 2017, the Company transferred the $40.0 million mortgage loan secured by Valle Vista Mall to the special servicer at the request of the borrower, a consolidated subsidiary of the Company. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. The Company will continue to manage and lease the property.

On June 30, 2016, we received a notice, dated that same date, that the $87.3 million mortgage loan secured by Mesa Mall had been transferred to the special servicer due to the payment default that occurred when the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its June 1, 2016 maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning the property to the lender. On April 25, 2017, the Company completed a discounted payoff of the mortgage loan for $63.0 million and will retain ownership and management of the property. The Company will record a gain related to this repayment of approximately $21.0 million for the three and six months ended June 30, 2017.

On June 6, 2016, we received a notice of default letter, dated June 3, 2016, from the special servicer to the borrower of the $99.5 million mortgage loan secured by Southern Hills Mall.  The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its June 1, 2016 maturity date.  On October 27, 2016, we received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company still holds title to the property.

At March 31, 2017, 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. The Company has assessed each of these properties for impairment indicators and have concluded no impairment charges were warranted as of March 31, 2017.

Summary of Financing

Our consolidated debt and the effective weighted average interest rates as of March 31, 2017 and December 31, 2016, consisted of the following (dollars in thousands):

	March 31, 2017			Weighted Average Interest Rate		December 31, 2016			Weighted Average Interest Rate
Fixed-rate debt, face amount	$	2,642,706		4.23	%	$	2,649,329		4.23	%
Variable-rate debt, face amount	844,100			2.44	%	859,100			2.25	%
Total face amount of debt	3,486,806			3.79	%	3,508,429			3.75	%
Note discount	(45		)			(47		)
Fair value adjustments, net	11,691					12,661
Debt issuance costs, net	(13,819		)			(14,639		)
Total carrying value of debt	$	3,484,633				$	3,506,404

33

Contractual Obligations

The following table summarizes the material aspects of the Company's future obligations for consolidated entities as of March 31, 2017, for the remainder of 2017 and for subsequent years thereafter assuming the obligations remain outstanding through maturities noted below (in thousands):

	2017		2018 - 2019		2020 - 2021		Thereafter		Total
Long term debt (1)	$	339,625	$	992,352	$	1,120,033	$	1,034,796	$	3,486,806
Interest payments (2)	88,858		205,277		105,289		58,513		457,937
Distributions (3)	9,369		3,028		—		—		12,397
Ground rent (4)	2,637		7,084		7,080		119,556		136,357
Purchase/tenant obligations (5)	81,312		—		—		—		81,312
Total	$	521,801	$	1,207,741	$	1,232,402	$	1,212,865	$	4,174,809

(1) Represents principal maturities only and therefore excludes net fair value adjustments of $11,691, debt issuance costs of $(13,819) and bond discount of $(45) as of March 31, 2017. In addition, the principal maturities reflect any available extension options within the control of the Company.

(2) Variable rate interest payments are estimated based on the LIBOR rate at March 31, 2017.

(3) Since there is no required redemption, distributions on the Series H Preferred Shares/Units, Series I Preferred Shares/Units and Series I-1 Preferred Units may be paid in perpetuity; for purposes of this table, such distributions were included through the optional redemption dates of August 10, 2017, March 27, 2018 and March 27, 2018, respectively.

(4) Represents minimum future lease payments due through the end of the initial lease term.

(5) Includes amounts due under executed leases and commitments to vendors for development and other matters.

The following table summarizes the material aspects of the Company's proportionate share of future obligations for unconsolidated entities as of March 31, 2017, for the remainder of 2017 and for subsequent years thereafter assuming the obligations remain outstanding through maturities noted below (in thousands):

	2017		2018 - 2019		2020 - 2021		Thereafter		Total
Long term debt (1)	$	1,324	$	4,085	$	43,609	$	416,800	$	465,818
Interest payments	14,601		37,753		34,518		59,682		146,554
Ground rent (2)	1,446		4,089		4,320		121,473		131,328
Purchase/tenant obligations (3)	8,018		—		—		—		8,018
Total	$	25,389	$	45,927	$	82,447	$	597,955	$	751,718

(1) Represents principal maturities only and therefore excludes net fair value adjustments of $7,381 and debt issuance costs of $(2,136) as of March 31, 2017. In addition, the principal maturities reflect any available extension options.

(2) Represents minimum future lease payments due through the end of the initial lease term.

(3) Includes amounts due under executed leases and commitments to vendors for development and other matters.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements consist primarily of investments in joint ventures which are common in the real estate industry. Joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of March 31, 2017, there were no guarantees of joint venture related mortgage indebtedness. In addition to obligations under mortgage indebtedness, our joint ventures have obligations under ground leases and purchase/tenant obligations. Our share of obligations under joint venture debt, ground leases and purchase/tenant obligations is quantified in the unconsolidated entities table within "Contractual Obligations" above. WPG may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

34

Equity Activity

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. At March 31, 2017, WPG Inc. had reserved 35,127,735 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.

Stock Based Compensation

On May 28, 2014, the Board adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares/units. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units ("Performance LTIP Units") in WPG L.P. The Plan terminates on May 28, 2024.

The following is a summary by type of the awards that the Company issued during the three months ended March 31, 2017 under the Plan.

Annual Long-Term Incentive Awards

On February 21, 2017 (the "Adoption Date"), the Company approved the terms and conditions of the 2017 annual award ("2017 Annual Long-Term Incentive Awards") for certain executive officers and employees of the Company. Under the terms of the 2017 Annual Long-Term Incentive 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 one WPG Inc. common share for each vested RSU. During the three months ended March 31, 2017, the Company issued 358,198 time-based RSUs, with a grant date fair value of $3.4 million, which will vest in one-third installments on each of February 21, 2018, 2019, and 2020, 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 the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. During the three months ended March 31, 2017, the Company issued 358,198 PSUs, at target, with a grant date fair value of $2.8 million. Actual PSUs earned may range from 0%-150% of the target PSUs, based on the Company'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 Adoption Date. During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’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 awards were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three year performance period.

During 2016, the Company approved the performance criteria and maximum dollar amount of the 2016 annual awards (the "2016 Annual Long-Term Incentive Awards"), that generally range from 30%-100% of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of RSUs (the "Allocated RSUs") based on the closing price of WPG Inc.'s common shares for the final 15 trading days of 2016. Recipients were eligible to receive a percentage of the Allocated RSUs based on the Company's performance on its strategic goals detailed in the Company's 2016 cash bonus plan and the Company's relative TSR compared to a peer group based on companies with similar assets and revenue. Payout for 50% of the Allocated RSUs was based on the Company's performance on the strategic goals and the payout on the remaining 50% was based on the Company's TSR performance. Both the strategic goal component as well the TSR performance were achieved at target, resulting in a 100% payout. During the three months ended March 31, 2017, the Company awarded 324,237 of Allocated RSUs, with a grant date fair value of $2.2 million, related to the 2016 Annual Long-Term Incentive Awards, which will vest in one-third installments on each of February 21, 2018, 2019 and 2020.

35

During 2015, the Company approved the performance criteria and maximum dollar amount of the 2015 annual LTIP unit awards (the "2015 Annual Long-Term Incentive Awards"), that generally range from 30%-300% of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of LTIP units (the "Allocated Units") based on the closing price of WPG Inc.'s common shares for the final 15 trading days of 2015. Eventual recipients were eligible to receive a percentage of the Allocated Units based on the Company's performance on its strategic goals detailed in the Company's 2015 cash bonus plan and the Company's relative TSR compared to the MSCI REIT Index. Payout for 40% of the Allocated Units was based on the Company's performance on the strategic goals and the payout on the remaining 60% was based on the Company's TSR performance. The strategic goal component was achieved in 2015; however, the TSR was below threshold performance, resulting in only a 40% payout for this annual LTIP award. During the three months ended March 31, 2016, the Company awarded 323,417 LTIP units related to the 2015 Annual Long-Term Incentive Awards, of which 108,118 vest in one-third installments on each of January 1, 2017, 2018 and 2019. The 94,106 LTIP units awarded to our former Executive Chairman fully vested on the grant date and the 121,193 LTIP units awarded to certain former executive officers fully vested on the applicable severance date during 2016 pursuant to the underlying severance arrangements.

Stock Options

During the three months ended March 31, 2017, no stock options were granted from the Plan to employees, 1,566 stock options were exercised by employees and 34,452 stock options were canceled, forfeited or expired. As of March 31, 2017, there were 941,558 stock options outstanding.

During the three months ended March 31, 2016, no stock options were granted from the Plan to employees, no stock options were exercised by employees and 1,000 stock options were canceled, forfeited or expired.

Share Award Related Compensation Expense

During the three months ended March 31, 2017 and 2016, the Company recorded share award related compensation expense pertaining to the award and option plans noted above of $1.5 million and $1.9 million (excluding the $1.2 million reversal of previously recorded stock compensation expense associated with the forfeiture of grants to former executives during the three months ended March 31, 2016), respectively, in general and administrative expense within the consolidated statements of operations and comprehensive income. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause.

Distributions

During the three months ended March 31, 2017 and 2016, the Board declared common share/unit dividends of $0.25 per common share/unit.

Acquisitions and Dispositions

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

Acquisitions.    We pursue the acquisition of properties that meet our strategic criteria.

On March 2, 2017, our O'Connor Joint Venture completed the acquisition of Pearlridge Uptown II (see "The O'Connor Joint Venture" section for further details).

Dispositions.    We pursue the disposition of properties that no longer meet our strategic criteria or interests in properties to generate proceeds for alternate business uses.

On February 21, 2017, we completed the sale of Gulf View Square and River Oaks Center to private real estate investors for an aggregate purchase price of $42 million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of December 31, 2016. The net proceeds from the transaction were used to reduce corporate debt.

On January 10, 2017, we completed the sale of Virginia Center Commons to a private real estate investor for a purchase price of $9 million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of December 31, 2016. The net proceeds from the transaction were used to reduce corporate debt.

36

In connection with the sales noted above, the Company recorded a $51,000 gain, which is included in gain (loss) on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive income for the three months ended March 31, 2017.

Development Activity

New Development, Expansions and Redevelopments.  We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. We expect our share of development costs for calendar year 2017 related to these activities to be approximately $125 to $150 million. Our estimated stabilized return on invested capital typically ranges between 8% and 11%.

During the fourth quarter of 2016 we held our grand opening of our new approximately 400,000 square foot shopping center in the Houston metropolitan area, Fairfield Town Center. The investment to date on this project is $43.6 million. The total project budget for the phases that have been constructed thus far is $50 million before any available incentives with an expected yield of 7 - 9%. The project features retailers such as H-E-B, Academy Sports, Marshall's, Party City, Old Navy, and Ulta Cosmetics. In addition, a number of dining options are at the center such as Chipotle, PeiWei, Whataburger, and Zoe's Kitchen. The project's leasing momentum is strong with over 95% of the space leased and approximately 85% open as of March 31, 2017 with the remainder of the space expected to open by the middle of 2017.

At Northwoods Mall in Peoria, Illinois, we plan to redevelop the space from a former Macy’s store that closed in March 2016. We purchased the store from Macy’s in January 2017. We will redevelop the former department store to add entertainment, food and some additional in-line retailers. The redevelopment will be anchored by a 56,000 square foot Round 1 Entertainment, the first to the market. Round 1 will provide bowling entertainment as well as food and adult beverages. In addition to Round 1 we anticipate adding dining options and new retail stores. The expected investment in this redevelopment is approximately $16 million with an anticipated yield of 8% - 9%. We anticipate completion of this project in 2018.

At Classen Curve in Oklahoma City, Oklahoma, we plan to add new 28,000 - 32,000 square feet multi-tenant buildings to the open-air center to add new retailers to the fully leased center. The investment is expected to be between $10 - $13 million with openings in late 2017. The yield on this project is expected to be 10% to 12%.

At The Outlet Collection | Seattle, in Auburn, Washington, we plan to replace a Marshall’s store that vacated in the first quarter of 2017 with a new Dave & Buster’s which is expected to open in 2018. The investment in the anchor box replacement will be approximately $4.5 to $5.5 million and the yield is expected to be approximately 9% - 11%.

At Pearlridge Center in Aiea, Hawaii (“Pearlridge”), we have commenced a $33 million, 18-month renovation project. The project entails a refresh of the “Downtown” section of the center, including new tenants, an expanded and remodeled food court, new finishes and entrances. We also plan to add a new stand-alone 10,000 square foot Down To Earth natural foods-and-products store, a new Bank of Hawaii branch, and restaurant offerings including Pieology and Five Guys Burger and Fries. In addition, a new 9,100 square foot men’s apparel store is expected to open in the newly renovated Downtown. Architecturally, the contemporary design will reflect the history of the area and take advantage of the natural lighting. In 2016, Hawaii Pacific Health commenced construction of a state of the art cancer treatment center that will be completed in 2017. The funding for the development will be shared pro-rata with our joint venture partner, resulting in our share of the investment of approximately $17 million and the expected yield on the project is 6% - 8%. The redevelopment will come on line at various times beginning in late 2017 and throughout 2018.

At Scottsdale Quarter in Scottsdale, Arizona, our most recent redevelopment effort involves the final phase of the significant expansion of our initial development of the project. The first part of the expansion has been completed, comprising of the buildings on the north and south parcels with tenancy including American Girl and Design Within Reach, as well as luxury apartment homes and office space. The final component of the expansion will be comprised of approximately 300 new luxury apartment homes and 35,000 square feet of new street-level retail. In addition to the luxury apartment homes and street-level retail, the project will include a 10,000-square-foot indoor amenity complex and an outdoor, urban courtyard with pool and spa, roof-top terraces overlooking Scottsdale Quarter and the McDowell Mountains, and new onsite parking areas. Construction is expected to start in 2017 with tenants beginning to open in 2018.

37

Capital Expenditures

The following table summarizes total consolidated capital expenditures on a cash basis for the three months ended March 31, 2017 (in thousands):

New developments	$	2,100
Redevelopments and expansions	10,815
Tenant allowances	4,670
Operational capital expenditures	4,320
Total (1)	$	21,905

(1) Excludes capitalized interest, wages and real estate taxes, as well as expenditures for certain equipment and fixtures, commissions and project costs, which are included in capital expenditures, net on the consolidated statement of cash flows.

Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase enclosed retail store occupancy and same-store operating income; risks associated with acquisitions, dispositions, development, expansion, leasing and management of properties; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and our tax positions; failure to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal or regulatory proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; and significant costs related to environmental issues. We discussed these and other risks and uncertainties under Part I, "Item 1A. Risk Factors" in the combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. for the year ended December 31, 2016. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures

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

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

• excluding real estate related depreciation and amortization;

• excluding gains and losses from extraordinary items and cumulative effects of accounting changes;

• excluding gains and losses from the sales or disposals of previously depreciated retail operating properties;

• excluding gains and losses upon acquisition of controlling interests in properties;

• excluding impairment charges of depreciable real estate;

• plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.

38

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

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

• do not represent cash flow from operations as defined by GAAP;

• should not be considered as alternatives to net income determined in accordance with GAAP as a measure of operating performance; and

• are not alternatives to cash flows as a measure of liquidity.

The following schedule reconciles total FFO to net income for the three months ended March 31, 2017 and 2016 (in thousands, except share/unit amounts):

	For the Three Months Ended March 31,
	2017			2016
Net income	$	14,624		$	13,681
Less: Preferred dividends and distributions on preferred operating partnership units	(3,568		)	(3,568		)
Adjustments to Arrive at FFO:
Real estate depreciation and amortization, including joint venture impact	74,521			79,412
Impairment loss, including (gain) loss on the sale of interests in properties and other	8,458			2,209
Net loss attributable to noncontrolling interest holders in properties	—			6
Noncontrolling interests portion of depreciation and amortization	—			(39		)
FFO of the Operating Partnership (1)	94,035			91,701
FFO allocable to limited partners	14,834			14,282
FFO allocable to common shareholders/unitholders	$	79,201		$	77,419
Diluted earnings per share/unit	$	0.05		$	0.05
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	0.33			0.36
Impairment loss, including (gain) loss on the sale of interests in properties and other	0.04			0.01
Diluted FFO per share/unit	$	0.42		$	0.42
Weighted average shares outstanding - basic	186,278,173			185,436,932
Weighted average limited partnership units outstanding	34,986,704			34,304,835
Weighted average additional dilutive securities outstanding	525,629			657,575
Weighted average shares/units outstanding - diluted	221,790,506			220,399,342

(1) FFO of the operating partnership increased by $2.3 million for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. This increase can primarily be attributable to a $2.0 million decrease in general and administrative expenses, primarily due to a reduction in legal and consulting fees.

39

We deem NOI and comparable NOI to be important measures for investors and management to use in assessing our operating performance, as these measures enable us to present the core operating results from our portfolio, excluding certain non-cash, corporate-level and nonrecurring items. Specifically, we exclude from operating income the following items in our calculations of comparable NOI:

• straight-line rents and fair value rent amortization;

• management fee allocation to promote comparability across periods; and

• termination income, out-parcel sales and insurance proceeds, which are deemed to be outside of normal operating results.

The following schedule reconciles comparable NOI to operating income and presents comparable NOI percent change for the three months ended March 31, 2017 and 2016 (in thousands):

	For the Three Months Ended March 31,
	2017			2016
Operating income	$	49,531		$	55,378
Depreciation and amortization	67,511			71,403
General and administrative	8,828			10,804
Impairment loss	8,509			—
Fee income	(1,582		)	(1,448		)
Management fee allocation	476			3,610
Pro-rata share of unconsolidated joint ventures in comp NOI	11,893			11,164
Property allocated corporate expense	3,337			3,365
Non-comparable properties and other (1)	(3,577		)	(2,364		)
NOI from sold properties	(1,530		)	(8,710		)
Termination income and outparcel sales	(1,109		)	(980		)
Straight-line rents	(454		)	246
Ground lease adjustments for straight-line and fair market value	5			(5		)
Fair market value and inducement adjustments to base rents	(2,200		)	(1,857		)
Comparable NOI	$	139,638		$	140,606
Comparable NOI percentage change	(0.7)%

(1) Represents an adjustment to remove the NOI amounts from properties not owned and operated in all periods presented, certain non-recurring expenses, as well as insurance proceeds received in the periods presented. Furthermore, Southern Hills Mall is removed as the management and leasing of the property was transferred to the receiver during the fourth quarter of 2016, although legal title to the property is still held by an affiliate of the Company.

40

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates, primarily LIBOR. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance. As of March 31, 2017, $837.1 million (net of $7.0 million in debt issuance costs) of our aggregate indebtedness (24.0% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under variable rate loans that have been hedged to fixed interest rates.

If LIBOR rates of interest on our variable rate debt fluctuated, our future earnings and cash flows would be impacted, depending upon the current LIBOR rates and the existence of any derivative contracts current in effect.  Based upon our variable rate debt balance as of March 31, 2017, a 50 basis point increase in LIBOR rates would result in a decrease in earnings and cash flow of $4.7 million annually and a 50 basis point decrease in LIBOR rates would result in an increase in earnings and cash flow of $4.2 million annually.  This assumes that the amount outstanding under our variable rate debt remains at $837.1 million, the balance as of March 31, 2017.

Item 4. Controls and Procedures

Controls and Procedures of Washington Prime Group Inc.

Evaluation of Disclosure Controls and Procedures. WPG Inc. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG Inc. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Management of WPG Inc., with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of WPG Inc.'s disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of WPG Inc. were effective.

Changes in Internal Control Over Financial Reporting.  There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures of Washington Prime Group, L.P.

Evaluation of Disclosure Controls and Procedures. WPG L.P. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG L.P. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Management of WPG L.P., with the participation of the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, evaluated the effectiveness of the design and operation of WPG L.P.'s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, concluded that, as of the end of the period covered by this report, WPG L.P.'s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting.  There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

41

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. for the year ended December 31, 2016 (the “2016 Form 10-K”). There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the 2016 Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Not applicable.

42

Item 6.    Exhibits

Exhibit Number	Exhibit Descriptions
10.50*+	First Amendment to the Amended and Restated Employment Agreement between Washington Prime Group Inc. and Robert P. Demchak, dated February 21, 2017.
10.51*+	Form Employee Restricted Stock Unit Award Agreement.
10.52*+	Form Employee Restricted Stock Unit Award Agreement (Employee with Severance Agreement).
10.53*+	Form Employee Restricted Stock Unit Award Agreement (Employee with Employment Agreement).
10.54*+	Form Employee Performance Share Unit Award Agreement (Employee with Employment Agreement).
10.55*+	Form Employee Performance Share Unit Award Agreement (Employee without Employment Agreement).
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
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

* Filed electronically herewith.

+ Represents management contract or compensatory plan or arrangement.

43

SIGNATURES

Pursuant to the requirements 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
Date:	April 27, 2017	By:	/s/ Mark E. Yale
			Mark E. Yale Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date:	April 27, 2017	By:	/s/ Melissa A. Indest
			Melissa A. Indest Chief Accounting Officer and Senior Vice President, Finance (Principal Accounting Officer)

44

EX-10.50

FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between Washington Prime Group Inc., an Indiana corporation (the “Company”), and Robert P. Demchak (“Executive”), effective as of February 21, 2017.

WHEREAS, the Company and Executive are parties to an amended and restated employment agreement, dated as of January 31, 2017, effective as of January 1, 2017 (the “Employment Agreement”) (capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Employment Agreement); and

WHEREAS, the Company and Executive now desire to amend the Employment Agreement to reflect Executive’s continued employment on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Terms of Employment.    Section 2(b)(iii)(A) and (B) of the Employment Agreement are hereby deleted in their entirety and replaced as follows:

“(A)2017 Performance Award Grant. On the date on which 2017 annual equity awards are granted to the Company’s senior executives, the Executive shall receive a grant of performance stock units of the Company (“PSUs”) issued under the 2014 Plan (the “2017 PSU Award”). The target number of PSUs granted to the Executive shall be determined by dividing Two Hundred Fifty Thousand Dollars ($250,000) by the Fair Market Value of the Company’s Common Stock on the date of grant. For purposes of this Agreement, “Fair Market Value” means the closing price per share of the Common Stock on the applicable date for purposes of such determination hereunder, as reported on the New York Stock Exchange. The PSUs shall be subject to the terms and conditions of the 2014 Plan and a Performance Stock Unit Award Agreement (the “2017 PSU Award Agreement”), which 2017 PSU Award Agreement shall be substantially in the form of agreements relating to annual performance-based awards granted to other executives of the Company, with such changes therein that are necessary to conform the Executive’s 2017 PSU Award Agreement to the terms of this Section 2 and the terms set forth on Schedule A annexed hereto, and other changes therein as the Committee deems appropriate, provided that no terms of the 2017 PSU Award Agreement shall be inconsistent with the terms of this Agreement. The actual number of PSUs earned may range from 0% to 150% of the target number, based on achievement of the applicable performance criteria over a three-year performance period, as will be established by the Committee in its sole discretion, subject to the terms and conditions of the 2014 Plan. During the period following grant and prior to settlement, dividend equivalents will accrue with respect to the number of PSUs that actually vest at the end of the applicable performance period pursuant to the 2017 PSU Award corresponding to the amount of any dividends paid by the Company to the Company’s shareholders for the applicable dividend payment dates. Such dividend equivalents will be paid to the Executive at the time the PSU is settled. Except as otherwise provided in this Agreement or the applicable award agreement, to receive vested PSUs (and the related dividend equivalents), the Executive must be employed through the end of the applicable performance and vesting period, and be in continued compliance with the provisions of Section 8 of this Agreement.

1

(B)    2017 Time-Based Award Grant. On the date on which 2017 annual equity awards are granted to the Company’s senior executives, the Executive shall receive a grant of RSUs, issued under the 2014 Plan (the “2017 RSU Award”, and together with the 2017 PSU Award, the “2017 Award”). The number of RSUs to be issued shall be determined by dividing Two Hundred Fifty Thousand Dollars ($250,000) by the Fair Market Value of the Company’s Common Stock on the date of grant. The RSUs shall be subject to the terms and conditions of the 2014 Plan and a Restricted Stock Unit Award Agreement (the “2017 RSU Award Agreement”; and, together with the 2017 PSU Award Agreement, the “2017 Award Agreements”), which shall be substantially in the form of agreements relating to annual time-based awards granted to other executives of the Company, with such changes therein that are necessary to conform the Executive’s 2017 RSU Award Agreement to the terms of this Section 2 and other changes therein as the Committee deems appropriate, provided that no terms of the 2017 RSU Award Agreement shall be inconsistent with the terms of this Agreement. Vesting of the RSUs that comprise the 2017 RSU Awards shall be time-based and shall vest (and be settled on such vesting date) in three equal tranches of RSUs on each anniversary of the date of grant, subject to the Executive’s continued employment with the Company through each vesting date and his continued compliance with the provisions of Section 8 of this Agreement. During the period prior to vesting, dividend equivalents will be paid with respect to the RSUs granted pursuant to the 2017 RSU Award corresponding to the amount of any dividends paid by the Company to the Company’s shareholders for the applicable dividend payment date. Such dividend equivalents will be paid to the Executive when the corresponding dividend is paid to the Company’s stockholders.”

2.    Acknowledgement. Executive hereby acknowledges and agrees that nothing in this Amendment shall constitute “Good Reason” under the Employment Agreement.

3.    Entire Agreement. Except as otherwise provided herein, the Employment Agreement shall remain unaltered and of full force and effect.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

ROBERT P. DEMCHAK
/s/ Robert P. Demchak
WASHINGTON PRIME GROUP INC.
By:	/s/ Mark E. Yale
	Name:	Mark E. Yale
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page - R. Demchak First Amendment to Amended and Restated Employment Agreement]

3

Schedule A

2017 Grants

The 2017 RSU Grant shall be $150,000 in grant-date fair value and shall vest in three equal annual installments.

The target value of the 2017 PSU Grant shall be $150,000 and shall include the following terms:

• PSUs tied to a three-year prospective TSR relative to the Company's retail REIT peer group.

• Payout Schedule:

WPG 3-Year TSR %-ile Rank	Earned Share Units (% of Target)
<30th Percentile	0%
30th Percentile	25%
40th Percentile	50%
50th Percentile	75%
60th Percentile	100%
70th Percentile	125%
80th Percentile	150%

Number of earned share units is linearly interpolated for performance between levels.

• Payouts limited to 100%% of target if absolute TSR is negative.

4

EX-10.51

FORM

WASHINGTON PRIME GROUP INC.

EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (“Agreement”) made as of __________, 2017 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Recitals

A.The Participant is an employee of the Company or one of its Affiliates and provides services to the Partnership.

B.The Partnership has adopted the Partnership’s 2014 Stock Incentive Plan (as further amended, restated or supplemented from time to time hereafter, the “Plan”) to provide, among others, employees of the Partnership or an Affiliate (including the Company) with equity-based incentives to maintain and enhance the performance and profitability of the Partnership and the Company. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan unless otherwise indicated.

C.This Award is intended to comply with the terms of the Plan, and if there are any inconsistencies or ambiguity between the same, then the terms of the Plan shall control.

D.This Agreement evidences an award (the “Award”) of the number of Restricted Stock Units specified in Section 2 of this Agreement, as approved by the Committee.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1.Administration; Incorporation of the Plan. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications. The provisions of the Plan are hereby incorporated by reference as if set forth herein. Should there be any conflict between the terms of this Agreement on the one hand, and the Plan on the other hand, the terms of this Agreement shall prevail.

2.Award.

(a)Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Participant is hereby granted _______ Restricted Stock Units as of the Award Date. Each Restricted Stock Unit represents a conditional right to receive one share of Common Stock.

(b)Vesting. The Restricted Stock Units granted hereunder will vest and become nonforfeitable with respect to one-third of the Award on each of the first, second and third anniversaries of the Award Date (each such date, a “Vesting Date”), provided that the Participant is employed by

1

FORM

the Company through the applicable Vesting Date and is in continued compliance with the provisions of Section 7 of this Agreement. Unless otherwise determined by the Board or the Committee, and except as set forth in the following paragraph hereof, upon a termination of Participant’s employment with the Company for any reason prior to the third anniversary of the Award Date, all of the then unvested Restricted Stock Units granted hereunder shall be forfeited without any consideration, and the Participant shall have no further rights thereto.

Notwithstanding the foregoing, in the event of a termination of Participant’s employment with the Company prior to the third anniversary of the Award Date, Participant’s then unvested Restricted Stock Units shall be forfeited, unless such termination is in connection with a Change in Control, in which case the Participant’s then unvested Restricted Stock Units shall be treated in the manner set forth in the Plan.

(c)Settlement. As soon as practicable following the applicable Vesting Date (but in no event later than March 15^th of the calendar year following the calendar year in which the applicable Vesting Date occurs), subject to Section 4 (pertaining to withholding of taxes), the Company shall deliver to the Participant one share of Common Stock in respect of each of the Restricted Stock Units that vested as of such Vesting Date free of any restrictions.

3.Restrictions. Subject to any exceptions set forth in the Plan, no Restricted Stock Unit granted hereunder may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3 will be null and void and any Restricted Stock Unit which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. Except as provided in Section 5 of this Agreement, a Restricted Stock Unit shall not entitle the Participant to any incidents of ownership (including, without limitation, dividend and voting rights) in any Share until the Participant is issued the Share to which such Restricted Stock Unit relates pursuant to Section 2(c) hereof.

4.Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local or foreign income tax purposes with respect to any Restricted Stock Units, the Participant will pay to the Company or make arrangements satisfactory to the Company regarding the payment of any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock Units. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 4, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares issued upon settlement of the Restricted Stock Units, that gives rise to the withholding requirement.

5.Dividend Equivalent Rights. So long as the Award is outstanding, the Participant shall be paid dividend equivalent payments equal to the regular cash dividends paid on the shares of Common Stock covered by this Award as if such Shares had been delivered pursuant to such Award, notwithstanding that such Shares are in respect of unvested Restricted Stock Units, provided such Restricted Stock Units shall not theretofore have been forfeited pursuant to the terms of the Award. Such amounts will be paid in cash at the same time as the applicable dividends are paid on shares of Common Stock. For the avoidance of doubt, the provisions of this Section 5 shall not apply to any extraordinary dividends or distributions. The

2

FORM

Participant will have only the rights of a general unsecured creditor of the Company in respect of such dividend equivalent payments until paid as specified herein.

6.Tax Representations. TheParticipant hereby represents and warrants to the Company as follows:

(a)    The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.

(b)    The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.

7.Restrictive Covenants. 

(a)Confidential Information.  During such time as the Participant is employed by the Company and thereafter, the Participant shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Participant during the Participant’s employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Agreement).  After termination of the Participant’s employment with the Company, the Participant shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process after reasonable advance written notice to the Company, use, communicate or divulge any such information, knowledge or data, directly or indirectly, to anyone other than the Company and those designated by it.  Nothing contained in this Agreement shall prohibit the Participant from disclosing or using information (i) which is now known by or hereafter becomes available to the general public (other than by acts by the Participant or representatives of the Participant in violation of this Agreement); (ii) which became known to the Participant from a source other than Company, or any of its subsidiaries or affiliates, other than as a result of a breach (known or which should have been known to the Participant) by such source of an obligation of confidentiality owed by it to Company, or any of its subsidiaries or affiliates (but not if such information was known by the Participant at such time of disclosure or use to be confidential); (iii) in connection with the proper performance of Participant’s duties to the Company, (iv) which is otherwise legally required (but only if the Participant gives reasonable advance notice to the Company of such disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or (v) which is reasonably appropriate in connection with a litigation or arbitration related to Participant’s employment with the Company or this Agreement.

(b)Non-competition. During the period commencing on the Award Date and ending six months after the termination of Participant’s employment by the Company (the “Covenant Period”), the Participant shall not engage in, have an interest in, or otherwise be employed by or, as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, lender, or

3

FORM

representative, associate with, or permit Participant’s name to be used in connection with the activities of, any business or organization engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls (the “Business”) that, (i) if such business or organization is a public company, has a market capitalization of greater than $1 billion or, (ii) if such business or organization is a private company, has assets which may be reasonably valued of more than $1 billion, in (x) North America or (y) any country outside of North America in which the Company or any of its affiliates is engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls, or has indicated an intent to do so or interest in doing so as evidenced by a written plan or proposal prepared by or presented to senior management of the Company prior to the Date of Termination; other than for or on behalf of, or at the request of, the Company or any affiliate; provided, that passive ownership of less than two percent (2%) of the outstanding stock of any publicly traded corporation (or private company through an investment in a hedge fund or private equity fund, or similar vehicle) shall not be deemed to be a violation of this Section 7(b) solely by reason thereof.  Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Participant being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Participant is employed, associated with or otherwise provides services to) which is engaged in the Business so long as the Participant does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in the Business.

(c)Non-solicitation of Employees.  During the Covenant Period, the Participant shall not, directly or indirectly, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company until six (6) months after such individual’s employment relationship with the Company has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way knowingly interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company, on the other hand; provided, that solicitations incidental to general advertising or other general solicitations in the ordinary course not specifically targeted at such persons and employment of any person not otherwise solicited in violation hereof shall not be considered a violation of this Section 7(c). The Participant shall not be in violation of this Section 7(c) solely by providing a reference for a former employee of the Company.

(d)Non-Disparagement. The Participant agrees not to make any public disparaging, negative, or defamatory comments about the Company including the Company’s business, its directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions, representatives or agents, or any of them, whether written, oral, or electronic.  In particular, the Participant agrees to make no public statements including, but not limited to, press releases, statements to journalists, employees, prospective employers, interviews, editorials, commentaries, or speeches, that disparage or may disparage the Company’s business, are critical of the Company or its business, or would cast the Company or its business in a negative light.  In addition to the confidentiality requirements set forth in this Agreement and those imposed by law, the Participant further agrees not to provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail, internet postings, or other written or recorded communications referring or relating the Company’s business, that would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. This Section 7(d) shall not be violated by (i) responding publicly to incorrect, disparaging, or derogatory public statements to the extent reasonably necessary to correct or refute

4

FORM

such public statements or (ii) making any truthful statement to the extent (y) reasonably necessary in connection with any litigation, arbitration, or mediation or (z) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the person to disclose or make accessible such information.  The Company agrees not to make any public statement which is disparaging or defamatory about the Participant, whether written, oral, or electronic.  The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above and any member of the Board (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this Section 7(d) by the Company.

(e)Prior Notice Required.  The Participant hereby agrees that, prior to accepting employment with any other person or entity during the Covenant Period, the Participant will provide such prospective employer with written notice of the provisions of this Section 7, with a copy of such notice delivered simultaneously to the General Counsel of the Company.

(f)Return of Company Property/Passwords.  The Participant hereby expressly covenants and agrees that following termination of the Participant’s employment with the Company for any reason or at any time upon the Company’s written request, the Participant will promptly return to the Company all property of the Company in Participant’s possession or control (whether maintained at Participant’s office, home or elsewhere), including, without limitation, all Company passwords, credit cards, keys, beepers, laptop computers, cell phones and all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its personnel or affairs.  Notwithstanding the foregoing, the Participant shall be permitted to retain Participant’s rolodex (or similar list of personal contacts), compensation-related data, information needed for tax purposes and other personal items.

(g)Participant Covenants Generally.

(i)The Participant’s covenants as set forth in this Section 7 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

(ii)The Participant understands that the foregoing restrictions may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given Participant’s education, skills and ability), the Participant does not believe would prevent Participant from otherwise earning a living.  The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 7,

5

FORM

and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

(h)Enforcement.  Because the Participant’s services are unique and because the Participant has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 7.  Therefore, in the event of a breach or threatened breach of this Section 7, the Company or its respective successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require the Participant to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Participant.

(i)Interpretation.  For purposes of this Section 7, references to “the Company” shall mean the Company as hereinbefore defined and any of its controlled affiliated companies.

8.Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant’s consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

9.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiary, if applicable.

10.Captions. Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement.

11.Severability; Entire Agreement. If any provision of the Plan or this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and this Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

12.Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to principles of conflict of laws. Venue for a dispute in respect of this Agreement shall be the federal courts located in Columbus, Ohio.

13.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

6

FORM

14.Section 409A. The amounts payable under this Agreement are intended to avoid the incurrence of tax penalties under Section 409A of the Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided hereunder during the six-month period immediately following the Participant’s separation from service shall instead be paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant’s separation from service; provided that, if the Participant dies following the Participant’s separation from service and prior to the payment of the any amounts delayed on account of Section 409A of the Code hereunder, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death.

7

FORM

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the ___ day of __________, 2017.

WASHINGTON PRIME GROUP INC.,
an Indiana corporation
By:
	Name:
	Title:

WASHINGTON PRIME GROUP, L.P.,
an Indiana limited partnership
By:	Washington Prime Group Inc.,
	an Indiana corporation, its general partner
By:
	Name:
	Title:

PARTICIPANT
By:
	Name:

[Signature Page to WPG Employee RSU Award Agreement]

8

EX-10.52

FORM

WASHINGTON PRIME GROUP INC.

EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT

(For Employee with Severance Agreement)

This Restricted Stock Unit Award Agreement (“Agreement”) made as of __________, 2017 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Recitals

A.The Participant is an employee of the Company or one of its Affiliates and provides services to the Partnership.

B.The Partnership has adopted the Partnership’s 2014 Stock Incentive Plan (as further amended, restated or supplemented from time to time hereafter, the “Plan”) to provide, among others, employees of the Partnership or an Affiliate (including the Company) with equity-based incentives to maintain and enhance the performance and profitability of the Partnership and the Company. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan unless otherwise indicated.

C.Reference is made to the [Amended and Restated] Severance Benefits Agreement between the Participant and the Company dated as of ___________, ____ (the “Severance Agreement”). This Award is intended to comply with the terms of the Severance Agreement, this Agreement and the terms of the Plan, and if there are any inconsistencies or ambiguity between (x) the same, then the terms of the Plan shall control, or (y) the Severance Agreement and this Agreement, then this Agreement shall control.

D.This Agreement evidences an award (the “Award”) of the number of Restricted Stock Units specified in Section 2 of this Agreement, as approved by the Committee.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1.Administration; Incorporation of the Plan. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications. The provisions of the Plan are hereby incorporated by reference as if set forth herein. Should there be any conflict between the terms of this Agreement on the one hand, and the Plan on the other hand, the terms of this Agreement shall prevail.

2.Award.

(a)Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Participant is hereby granted _______ Restricted Stock Units as of the Award Date. Each Restricted Stock Unit represents a conditional right to receive one share of Common Stock.

1

FORM

(b)Vesting. The Restricted Stock Units granted hereunder will vest and become nonforfeitable with respect to one-third of the Award on each of the first, second and third anniversaries of the Award Date (each such date, a “Vesting Date”), provided that the Participant is employed by the Company through the applicable Vesting Date and is in continued compliance with the provisions of Section 7 of this Agreement. Unless otherwise determined by the Board or the Committee, and except as set forth in the following paragraph hereof, upon a termination of Participant’s employment with the Company for any reason prior to the third anniversary of the Award Date, all of the then unvested Restricted Stock Units granted hereunder shall be forfeited without any consideration, and the Participant shall have no further rights thereto.

Notwithstanding the foregoing, in the event of a termination of Participant’s employment with the Company prior to the third anniversary of the Award Date, Participant’s then unvested Restricted Stock Units shall be forfeited or vest in accordance with the applicable provisions of Section __ of the Severance Agreement, and in the event of a Change in Control, Participant’s then unvested Restricted Stock Units shall be treated in accordance with the terms of the Plan.

(c)Settlement. As soon as practicable following the applicable Vesting Date (but in no event later than March 15^th of the calendar year following the calendar year in which the applicable Vesting Date occurs), subject to Section 4 (pertaining to withholding of taxes), the Company shall deliver to the Participant one share of Common Stock in respect of each of the Restricted Stock Units that vested as of such Vesting Date free of any restrictions.

3.Restrictions. Subject to any exceptions set forth in the Plan, no Restricted Stock Unit granted hereunder may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3 will be null and void and any Restricted Stock Unit which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. Except as provided in Section 5 of this Agreement, a Restricted Stock Unit shall not entitle the Participant to any incidents of ownership (including, without limitation, dividend and voting rights) in any Share until the Participant is issued the Share to which such Restricted Stock Unit relates pursuant to Section 2(c) hereof.

4.Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local or foreign income tax purposes with respect to any Restricted Stock Units, the Participant will pay to the Company or make arrangements satisfactory to the Company regarding the payment of any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock Units. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 4, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares issued upon settlement of the Restricted Stock Units, that gives rise to the withholding requirement.

5.Dividend Equivalent Rights. So long as the Award is outstanding, the Participant shall be paid dividend equivalent payments equal to the regular cash dividends paid on the shares of Common Stock covered by this Award as if such Shares had been delivered pursuant to such Award, notwithstanding that such Shares are in respect of unvested Restricted Stock Units, provided such Restricted Stock Units shall not theretofore have been forfeited pursuant to the terms of the Award. Such amounts will be paid in cash at the same time as the applicable dividends are paid on shares of Common Stock. For the avoidance of

2

FORM

doubt, the provisions of this Section 5 shall not apply to any extraordinary dividends or distributions. The Participant will have only the rights of a general unsecured creditor of the Company in respect of such dividend equivalent payments until paid as specified herein.

6.Tax Representations. TheParticipant hereby represents and warrants to the Company as follows:

(a)The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.

(b)The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.

7.Restrictive Covenants.

(a)Confidential Information.  During such time as the Participant is employed by the Company and thereafter, the Participant shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Participant during the Participant’s employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Agreement).  After termination of the Participant’s employment with the Company, the Participant shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process after reasonable advance written notice to the Company, use, communicate or divulge any such information, knowledge or data, directly or indirectly, to anyone other than the Company and those designated by it.  Nothing contained in this Agreement shall prohibit the Participant from disclosing or using information (i) which is now known by or hereafter becomes available to the general public (other than by acts by the Participant or representatives of the Participant in violation of this Agreement); (ii) which became known to the Participant from a source other than Company, or any of its subsidiaries or affiliates, other than as a result of a breach (known or which should have been known to the Participant) by such source of an obligation of confidentiality owed by it to Company, or any of its subsidiaries or affiliates (but not if such information was known by the Participant at such time of disclosure or use to be confidential); (iii) in connection with the proper performance of Participant’s duties to the Company, (iv) which is otherwise legally required (but only if the Participant gives reasonable advance notice to the Company of such disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or (v) which is reasonably appropriate in connection with a litigation or arbitration related to Participant’s employment with the Company or this Agreement.

(b)Non-competition. During the period commencing on the Award Date and ending six months after the termination of Participant’s employment by the Company (the “Covenant Period”), the Participant shall not engage in, have an interest in, or otherwise be employed by or, as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, lender, or representative, associate with, or permit Participant’s name to be used in connection with the activities

3

FORM

of, any business or organization engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls (the “Business”) that, (i) if such business or organization is a public company, has a market capitalization of greater than $1 billion or, (ii) if such business or organization is a private company, has assets which may be reasonably valued of more than $1 billion, in (x) North America or (y) any country outside of North America in which the Company or any of its affiliates is engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls, or has indicated an intent to do so or interest in doing so as evidenced by a written plan or proposal prepared by or presented to senior management of the Company prior to the Date of Termination; other than for or on behalf of, or at the request of, the Company or any affiliate; provided, that passive ownership of less than two percent (2%) of the outstanding stock of any publicly traded corporation (or private company through an investment in a hedge fund or private equity fund, or similar vehicle) shall not be deemed to be a violation of this Section 7(b) solely by reason thereof.  Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Participant being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Participant is employed, associated with or otherwise provides services to) which is engaged in the Business so long as the Participant does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in the Business.

(c)Non-solicitation of Employees.  During the Covenant Period, the Participant shall not, directly or indirectly, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company until six (6) months after such individual’s employment relationship with the Company has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way knowingly interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company, on the other hand; provided, that solicitations incidental to general advertising or other general solicitations in the ordinary course not specifically targeted at such persons and employment of any person not otherwise solicited in violation hereof shall not be considered a violation of this Section 7(c). The Participant shall not be in violation of this Section 7(c) solely by providing a reference for a former employee of the Company.

(d)Non-Disparagement. The Participant agrees not to make any public disparaging, negative, or defamatory comments about the Company including the Company’s business, its directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions, representatives or agents, or any of them, whether written, oral, or electronic.  In particular, the Participant agrees to make no public statements including, but not limited to, press releases, statements to journalists, employees, prospective employers, interviews, editorials, commentaries, or speeches, that disparage or may disparage the Company’s business, are critical of the Company or its business, or would cast the Company or its business in a negative light.  In addition to the confidentiality requirements set forth in this Agreement and those imposed by law, the Participant further agrees not to provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail, internet postings, or other written or recorded communications referring or relating the Company’s business, that would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. This Section 7(d) shall not be violated by (i) responding publicly to incorrect, disparaging, or derogatory public statements to the extent reasonably necessary to correct or refute such public statements or (ii) making any truthful statement to the extent (y) reasonably necessary

4

FORM

in connection with any litigation, arbitration, or mediation or (z) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the person to disclose or make accessible such information.  The Company agrees not to make any public statement which is disparaging or defamatory about the Participant, whether written, oral, or electronic.  The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above and any member of the Board (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this Section 7(d) by the Company.

(e)Prior Notice Required.  The Participant hereby agrees that, prior to accepting employment with any other person or entity during the Covenant Period, the Participant will provide such prospective employer with written notice of the provisions of this Section 7, with a copy of such notice delivered simultaneously to the General Counsel of the Company.

(f)Return of Company Property/Passwords.  The Participant hereby expressly covenants and agrees that following termination of the Participant’s employment with the Company for any reason or at any time upon the Company’s written request, the Participant will promptly return to the Company all property of the Company in Participant’s possession or control (whether maintained at Participant’s office, home or elsewhere), including, without limitation, all Company passwords, credit cards, keys, beepers, laptop computers, cell phones and all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its personnel or affairs.  Notwithstanding the foregoing, the Participant shall be permitted to retain Participant’s rolodex (or similar list of personal contacts), compensation-related data, information needed for tax purposes and other personal items.

(g)Participant Covenants Generally.

(i)The Participant’s covenants as set forth in this Section 7 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

(ii)The Participant understands that the foregoing restrictions may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given Participant’s education, skills and ability), the Participant does not believe would prevent Participant from otherwise earning a living.  The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 7,

5

FORM

and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

(h)Enforcement.  Because the Participant’s services are unique and because the Participant has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 7.  Therefore, in the event of a breach or threatened breach of this Section 7, the Company or its respective successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require the Participant to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Participant.

(i)Interpretation.  For purposes of this Section 7, references to “the Company” shall mean the Company as hereinbefore defined and any of its controlled affiliated companies.

8.Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant’s consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

9.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiary, if applicable.

10.Captions. Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement.

11.Severability; Entire Agreement. If any provision of the Plan or this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and this Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

12.Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to principles of conflict of laws. Venue for a dispute in respect of this Agreement shall be the federal courts located in Columbus, Ohio.

13.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

6

FORM

14.Section 409A. The amounts payable under this Agreement are intended to avoid the incurrence of tax penalties under Section 409A of the Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided hereunder during the six-month period immediately following the Participant’s separation from service shall instead be paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant’s separation from service; provided that, if the Participant dies following the Participant’s separation from service and prior to the payment of the any amounts delayed on account of Section 409A of the Code hereunder, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death.

7

FORM

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the ___ day of __________, 2017.

WASHINGTON PRIME GROUP INC.,
an Indiana corporation
By:
	Name:
	Title:

WASHINGTON PRIME GROUP, L.P.,
an Indiana limited partnership
By:	Washington Prime Group Inc.,
	an Indiana corporation, its general partner
By:
	Name:
	Title:

PARTICIPANT
By:
	Name:

[Signature Page to WPG Employee RSU Award Agreement]

8

EX-10.53

FORM

WASHINGTON PRIME GROUP INC.

EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT

(For Employee with Employment Agreement)

This Restricted Stock Unit Award Agreement (“Agreement”) made as of __________, 2017 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Recitals

A.The Participant is an employee of the Company or one of its Affiliates and provides services to the Partnership.

B.The Partnership has adopted the Partnership’s 2014 Stock Incentive Plan (as further amended, restated or supplemented from time to time hereafter, the “Plan”) to provide, among others, employees of the Partnership or an Affiliate (including the Company) with equity-based incentives to maintain and enhance the performance and profitability of the Partnership and the Company. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan unless otherwise indicated.

C.Reference is made to the [Amended and Restated] Employment Agreement between the Participant and the Company dated as of ___________, ____ (the “Employment Agreement”). This Award is intended to comply with the terms of the Employment Agreement, this Agreement and the terms of the Plan, and if there are any inconsistencies or ambiguity between (x) the same, then the terms of the Plan shall control, or (y) the Employment Agreement and this Agreement, then this Agreement shall control. The parties hereby acknowledge and agree that this Award is in complete satisfaction of the Company’s obligations under Section _______ of the Employment Agreement.

D.This Agreement evidences an award (the “Award”) of the number of Restricted Stock Units specified in Section 2 of this Agreement, as approved by the Committee.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1.Administration; Incorporation of the Plan. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications. The provisions of the Plan are hereby incorporated by reference as if set forth herein. Should there be any conflict between the terms of this Agreement on the one hand, and the Plan on the other hand, the terms of this Agreement shall prevail.

1

FORM

2.Award.

(a)Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Participant is hereby granted _______ Restricted Stock Units as of the Award Date. Each Restricted Stock Unit represents a conditional right to receive one share of Common Stock.

(b)Vesting. The Restricted Stock Units granted hereunder will vest and become nonforfeitable with respect to one-third of the Award on each of the first, second and third anniversaries of the Award Date (each such date, a “Vesting Date”), provided that the Participant is employed by the Company through the applicable Vesting Date and is in continued compliance with the provisions of Section __ of the Employment Agreement. Unless otherwise determined by the Board or the Committee, and except as set forth in the following paragraph hereof, upon a termination of the Participant’s employment with the Company for any reason prior to the third anniversary of the Award Date, all of the then unvested Restricted Stock Units granted hereunder shall be forfeited without any consideration, and the Participant shall have no further rights thereto.

Notwithstanding the foregoing, in the event of a termination of Participant’s employment with the Company prior to the third anniversary of the Award Date, Participant’s then unvested Restricted Stock Units shall be forfeited or vest in accordance with the applicable provisions of Sections __ and __ of the Employment Agreement, and in the event of a Change in Control, Participant’s then unvested Restricted Stock Units shall be treated in the manner set forth in Section __ of the Employment Agreement.

(c)Settlement. As soon as practicable following the applicable Vesting Date (but in no event later than March 15^th of the calendar year following the calendar year in which the applicable Vesting Date occurs), subject to Section 4 (pertaining to withholding of taxes), the Company shall deliver to the Participant one share of Common Stock in respect of each of the Restricted Stock Units that vested as of such Vesting Date free of any restrictions.

3.Restrictions. Subject to any exceptions set forth in the Plan, no Restricted Stock Unit granted hereunder may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3 will be null and void and any Restricted Stock Unit which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. Except as provided in Section 5 of this Agreement, a Restricted Stock Unit shall not entitle the Participant to any incidents of ownership (including, without limitation, dividend and voting rights) in any Share until the Participant is issued the Share to which such Restricted Stock Unit relates pursuant to Section 2(c) hereof.

4.Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local or foreign income tax purposes with respect to any Restricted Stock Units, the Participant will pay to the Company or make arrangements satisfactory to the Company regarding the payment of any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock Units. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 4, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment

2

FORM

otherwise due to the Participant, including deducting such amount from the delivery of Shares issued upon settlement of the Restricted Stock Units, that gives rise to the withholding requirement.

5.Dividend Equivalent Rights. So long as the Award is outstanding, the Participant shall be paid dividend equivalent payments equal to the regular cash dividends paid on the shares of Common Stock covered by this Award as if such Shares had been delivered pursuant to such Award, notwithstanding that such Shares are in respect of unvested Restricted Stock Units, provided such Restricted Stock Units shall not theretofore have been forfeited pursuant to the terms of the Award. Such amounts will be paid in cash at the same time as the applicable dividends are paid on shares of Common Stock. For the avoidance of doubt, the provisions of this Section 5 shall not apply to any extraordinary dividends or distributions. The Participant will have only the rights of a general unsecured creditor of the Company in respect of such dividend equivalent payments until paid as specified herein.

6.Tax Representations. TheParticipant hereby represents and warrants to the Company as follows:

(a)    The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.

(b)    The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.

7.Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant’s consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

8.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiary, if applicable.

9.Captions. Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement.

10.Severability; Entire Agreement. If any provision of the Plan or this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and this Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

3

FORM

11.Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to principles of conflict of laws. Venue for a dispute in respect of this Agreement shall be the federal courts located in Columbus, Ohio.

12.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

13.Section 409A. The amounts payable under this Agreement are intended to avoid the incurrence of tax penalties under Section 409A of the Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided hereunder during the six-month period immediately following the Participant’s separation from service shall instead be paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant’s separation from service; provided that, if the Participant dies following the Participant’s separation from service and prior to the payment of the any amounts delayed on account of Section 409A of the Code hereunder, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death.

4

FORM

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the ___ day of __________, 2017.

WASHINGTON PRIME GROUP INC.,
an Indiana corporation
By:
	Name:
	Title:

WASHINGTON PRIME GROUP, L.P.,
an Indiana limited partnership
By:	Washington Prime Group Inc.,
	an Indiana corporation, its general partner
By:
	Name:
	Title:

PARTICIPANT
By:
	Name:

[Signature Page to WPG Employee RSU Award Agreement]

5

EX-10.54

FORM

WASHINGTON PRIME GROUP INC.

EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT

(For Employee with Employment Agreement)

This Performance Stock Unit Award Agreement (“Agreement”) made as of _________ ___, 2017 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Recitals

A.The Participant is an employee of the Company or one of its Affiliates and provides services to the Partnership.

B.The Partnership has adopted the Partnership’s 2014 Stock Incentive Plan (as further amended, restated or supplemented from time to time hereafter, the “Plan”) to provide, among others, employees of the Partnership or an Affiliate (including the Company) with equity-based incentives to maintain and enhance the performance and profitability of the Partnership and the Company. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan unless otherwise indicated.

C.Reference is made to the [Amended and Restated] Employment Agreement between the Participant and the Company dated as of ___________, ____ (the “Employment Agreement”). This Award is intended to comply with the terms of the Employment Agreement and the terms of the Plan, and if there are any inconsistencies or ambiguity between (x) the same, then the terms of the Plan shall control, or (y) the Employment Agreement and this Agreement, then this Agreement shall control. The parties hereby acknowledge and agree that this Award is in complete satisfaction of the Company’s obligations under Section ____ of the Employment Agreement.

D.This Agreement evidences an award (the “Award”) of the number of performance stock units (“Performance Stock Units”) specified in Section 2 of this Agreement, as approved by the Committee.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1.Administration; Incorporation of the Plan. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications. The provisions of the Plan are hereby incorporated by reference as if set forth herein. Should there be any conflict between the terms of this Agreement on the one hand, and the Plan on the other hand, the terms of this Agreement shall prevail.

2.Award.

(a)Grant of PSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Participant is hereby granted _______ Performance Stock Units as of the Award

1

FORM

Date (the “Target PSU”). Each Performance Stock Unit represents a conditional right to receive one share of Common Stock.

(b)Vesting. The Performance Stock Units granted hereunder shall be performance based and shall vest on [date that is three years from Award Date] (the “Vesting Date”), based on the achievement of the performance goal as described on Exhibit X attached hereto (“Exhibit X”), and upon certification of achievement by the Compensation Committee, provided that the Participant is employed by the Company through the Vesting Date and is in continued compliance with the provisions of Section __ of the Employment Agreement.

Notwithstanding the foregoing, in the event of a termination of Participant’s employment with the Company prior to the Vesting Date, Participant’s then unvested Performance Stock Units shall be forfeited or vest in accordance with the applicable provisions of Sections __ and __ of the Employment Agreement, and in the event of a Change in Control, Participant’s then unvested Performance Stock Units shall be treated in the manner set forth in Section __ of the Employment Agreement.

(c)Settlement. As soon as practicable following the Vesting Date (but in no event later than March 15, 2021), subject to Section 4 (pertaining to withholding of taxes), the Company shall deliver to the Participant one share of Common Stock in respect of each of the Performance Stock Units that vested as of the Vesting Date free of any restrictions (including any dividend equivalent rights that are paid in shares of Common Stock in accordance with Section 5 below).

3.Restrictions. Subject to any exceptions set forth in the Plan, no Performance Stock Unit granted hereunder may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3 will be null and void and any Performance Stock Unit which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. Except as provided in Section 5 of this Agreement, a Performance Stock Unit shall not entitle the Participant to any incidents of ownership (including, without limitation, dividend and voting rights) in any Share until the Participant is issued the Share to which such Performance Stock Unit relates pursuant to Section 2(c) hereof.

4.Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local or foreign income tax purposes with respect to any Performance Stock Units, the Participant will pay to the Company or make arrangements satisfactory to the Company regarding the payment of any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to the Performance Stock Units. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 4, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares issued upon settlement of the Performance Stock Units, that gives rise to the withholding requirement.

5.Dividend Equivalent Rights. Subject to the provisions set forth below, so long as the Award is outstanding, dividend equivalents equal to the regular cash dividends paid on the shares of Common Stock covered by this Award shall accrue during the Performance Period. Such dividend equivalents will be deemed reinvested in additional Performance Stock Units based on the closing price of the Common Stock on the

2

FORM

ex-dividend date, and shall accrue and be held in escrow by the Company and be subject to the same restrictions as the Performance Stock Units with regard to which they accrue, including without limitation, as to vesting (including accelerated vesting) and shall be delivered to the Participant at the time the corresponding shares of Common Stock are delivered to the Participant in accordance with Section 2(c). The Participant will not receive escrowed dividend equivalents on any Performance Stock Units which are forfeited and all such dividend equivalents shall be forfeited along with the Performance Stock Units which are forfeited. For the avoidance of doubt, the provisions of this Section 5 shall not apply to any extraordinary dividends or distributions. The Participant will have only the rights of a general unsecured creditor of the Company in respect of such dividend equivalent payments until delivered as specified herein.

6.Tax Representations. TheParticipant hereby represents and warrants to the Company as follows:

(a)    The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.

(b)    The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.

7.Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant’s consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

8.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiary, if applicable.

9.Captions. Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement.

10.Severability; Entire Agreement. If any provision of the Plan or this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and this Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

11.Clawback. The Participant acknowledges that all securities issued and payments made pursuant to this Award are subject to clawback by the Company to the extent required by applicable law or the policies of the Company as in effect from time to time.

3

FORM

12.Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to principles of conflict of laws. Venue for a dispute in respect of this Agreement shall be the federal courts located in Columbus, Ohio.

13.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Performance Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

14.Section 409A. The amounts payable under this Agreement are intended to avoid the incurrence of tax penalties under Section 409A of the Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided hereunder during the six-month period immediately following the Participant’s separation from service shall instead be paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant’s separation from service; provided that, if the Participant dies following the Participant’s separation from service and prior to the payment of the any amounts delayed on account of Section 409A of the Code hereunder, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death.

4

FORM

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the ___ day of ________, 2017.

WASHINGTON PRIME GROUP INC.,
an Indiana corporation
By:
	Name:
	Title:

WASHINGTON PRIME GROUP, L.P.,
an Indiana limited partnership
By:	Washington Prime Group Inc.,
	an Indiana corporation, its general partner
By:
	Name:
	Title:

PARTICIPANT
By:
	Name:

[Signature Page to WPG Employee PSU Award Agreement]

5

FORM

EXHIBIT X

PSU Performance Goals for 2017 Annual Award

A. Performance Goals.

1.Except as expressly provided in the Employment Agreement, the performance goals for the Performance Period (as defined below) shall be based on the Company’s relative total shareholder return (“TSR”) percentile for the Performance Period.

2.Unvested PSUs shall be earned if the Company ranks in the following TSR percentiles for the Performance Period:

WPG 3-Year TSR Percentile Rank	Vested PSUs
<30th Percentile	0%
30th Percentile	25%
40th Percentile	50%
50th Percentile	75%
60th Percentile	100%
70th Percentile	125%
80th Percentile	150%

There shall be interpolation on a straight-line basis (i.e., linearly interpolated) between the foregoing levels of achievement.

3.Notwithstanding the foregoing, if the Company’s absolute TSR for the Performance Period is negative, the maximum payment shall be 100% of the Target PSU.

4.Subject to the terms of the Agreement and the Employment Agreement, the number of PSUs earned during the Performance Period shall vest on [date that is three years from Award Date], provided Participant remains in continuous employment with the Company and its Affiliates through such date and is in continued compliance with the provisions of Section __ of the Employment Agreement.

5.PSUs that do not become vested on or before [date that is three years from Award Date] shall automatically be forfeited, except as otherwise expressly provided in Section 2 (b) of the Award.

B.    Fractional Shares. Any fractional PSUs shall be eliminated.

C.    Definitions.

“Beginning Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending with the last trading day before the beginning of the Performance Period.

“Comparative Group” means each company included on Annex A attached hereto, provided that, except as provided below, the common stock (or similar equity security) of such company is continually listed or traded on a national securities exchange from the first day of the Performance Period through the last trading day of the Performance Period. In the event a member of the Comparative Group files for bankruptcy or

6

FORM

liquidates due to an insolvency or is delisted due to failure to meet the national securities exchange’s minimum market capitalization requirement, such company shall continue to be treated as a Comparative Group member, and such company’s Ending Price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple members of the Comparative Group file for bankruptcy or liquidate due to an insolvency or are delisted, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies/liquidations/delistings ranking lower than later bankruptcies/liquidations/ delistings). In the event of a formation of a new parent company by a Comparative Group member, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original Comparative Group member or the assets and liabilities of such Comparative Group member immediately prior to the transaction, such new parent company shall be substituted for the Comparative Group member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original Comparative Group member are not. In the event of a merger or other business combination of two Comparative Group members (including, without limitation, the acquisition of one Comparative Group member, or all or substantially all of its assets, by another Comparative Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Comparative Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction.

“Ending Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of the Performance Period.

“Performance Period” means the period from the Award Date to the date that is three years after the Award Date.

“Total Shareholder Return” or “TSR” shall mean with respect to the Performance Period, the compounded total annual return that would have been realized by a stockholder who (A) bought one share of Common Stock on the first day of the Performance Period at the Beginning Price, (B) reinvested each dividend and other distribution declared during such period of time with respect to such share (and any other shares previously received upon reinvestment of dividends or other distributions) in additional shares of Common Stock at the closing market price on the applicable ex-dividend date, and (C) sold all the shares described in clauses (A) and (B) on the last day of the Performance Period at the Ending Price. As set forth in, and pursuant to, Section 3(e) of the Plan, appropriate adjustments to the Total Shareholder Return shall be made to take into account all stock dividends, stock splits, reverse stock splits and the other events set forth in Section 3(e) of the Plan  that occur during the Performance Period. In calculating Total Shareholder Return, it is the current intention of the Company to use total return to stockholders data for the Company and the Comparative Group available from one or more third party sources, though the Company reserves the right for the Compensation Committee in its reasonable discretion to retain the services of a consultant to analyze relevant data or perform necessary calculations for purposes of this Award. If the Compensation Committee delegates the calculation of Total Shareholder Return to a valuation or other expert, including matters such as the determination of dividend reinvestment and the inclusion or exclusion of REITs as Comparative Group members, the Compensation Committee is entitled to rely on such valuation or other expert.

7

FORM

“TSR Percentile Rank” means the percentile ranking of the Company’s TSR among the TSRs for the Comparative Group members for the Performance Period, as calculated using percentile rank functions within standard spreadsheet software, such as Microsoft Excel.

D.     Miscellaneous.

Vesting shall only occur upon the certification by the Compensation Committee of the achievement, whose good faith certification shall determine whether such achievement occurred. The Compensation Committee shall meet for the purpose of certification and, to the extent appropriate, provide the applicable certification promptly (and in any event no later than March 15, 2021).

8

FORM

ANNEX A

Comparative Group

Acadia Realty Trust	Kite Realty Group Trust
Brixmor Property Group	Pennsylvania REIT
CBL & Associates	Regency Centers
DDR Corp.	Retail Prop. Of America
Equity One, Inc.	Taubman Centers
Federal Realty Inv. Trust	Weingarten Realty
Kimco Realty Corp.

Excludes Rouse Properties, which was acquired by Brookfield in 2016.

9

EX-10.55

FORM

WASHINGTON PRIME GROUP INC.

EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit Award Agreement (“Agreement”) made as of _________ ___, 2017 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

Recitals

A.The Participant is an employee of the Company or one of its Affiliates and provides services to the Partnership.

B.The Partnership has adopted the Partnership’s 2014 Stock Incentive Plan (as further amended, restated or supplemented from time to time hereafter, the “Plan”) to provide, among others, employees of the Partnership or an Affiliate (including the Company) with equity-based incentives to maintain and enhance the performance and profitability of the Partnership and the Company. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan unless otherwise indicated.

C.This Award is intended to comply with the terms of the Plan, and if there are any inconsistencies or ambiguity between the same, then the terms of the Plan shall control.

D.This Agreement evidences an award (the “Award”) of the number of performance stock units (“Performance Stock Units”) specified in Section 2 of this Agreement, as approved by the Committee.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1.Administration; Incorporation of the Plan. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications. The provisions of the Plan are hereby incorporated by reference as if set forth herein. Should there be any conflict between the terms of this Agreement on the one hand, and the Plan on the other hand, the terms of this Agreement shall prevail.

2.Award.

(a)Grant of PSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Participant is hereby granted _______ Performance Stock Units as of the Award Date (the “Target PSU”). Each Performance Stock Unit represents a conditional right to receive one share of Common Stock.

(b)Vesting. The Performance Stock Units granted hereunder shall be performance based and shall vest on [date that is three years from Award Date] (the “Vesting Date”), based on the achievement of the performance goal as described on Exhibit X attached hereto (“Exhibit X”), and upon certification of achievement by the Compensation Committee, provided that the Participant is

1

FORM

employed by the Company through the Vesting Date and is in continued compliance with the provisions of Section 7 of this Agreement.

Notwithstanding the foregoing, in the event of a termination of Participant’s employment with the Company prior to the Vesting Date, Participant’s then unvested Performance Stock Units shall be forfeited unless such termination is in connection with a Change in Control, in which case the Participant’s then unvested Performance Stock Units shall be treated in the manner set forth in the Plan.

(c)Settlement. As soon as practicable following the Vesting Date (but in no event later than March 15, 2021), subject to Section 4 (pertaining to withholding of taxes), the Company shall deliver to the Participant one share of Common Stock in respect of each of the Performance Stock Units that vested as of the Vesting Date free of any restrictions (including any dividend equivalent rights that are paid in shares of Common Stock in accordance with Section 5 below).

3.Restrictions. Subject to any exceptions set forth in the Plan, no Performance Stock Unit granted hereunder may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3 will be null and void and any Performance Stock Unit which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. Except as provided in Section 5 of this Agreement, a Performance Stock Unit shall not entitle the Participant to any incidents of ownership (including, without limitation, dividend and voting rights) in any Share until the Participant is issued the Share to which such Performance Stock Unit relates pursuant to Section 2(c) hereof.

4.Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local or foreign income tax purposes with respect to any Performance Stock Units, the Participant will pay to the Company or make arrangements satisfactory to the Company regarding the payment of any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to the Performance Stock Units. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 4, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares issued upon settlement of the Performance Stock Units, that gives rise to the withholding requirement.

5.Dividend Equivalent Rights. Subject to the provisions set forth below, so long as the Award is outstanding, dividend equivalents equal to the regular cash dividends paid on the shares of Common Stock covered by this Award shall accrue during the Performance Period. Such dividend equivalents will be deemed reinvested in additional Performance Stock Units based on the closing price of the Common Stock on the ex-dividend date, and shall accrue and be held in escrow by the Company and be subject to the same restrictions as the Performance Stock Units with regard to which they accrue, including without limitation, as to vesting (including accelerated vesting) and shall be delivered to the Participant at the time the corresponding shares of Common Stock are delivered to the Participant in accordance with Section 2(c). The Participant will not receive escrowed dividend equivalents on any Performance Stock Units which are forfeited and all such dividend equivalents shall be forfeited along with the Performance Stock Units which are forfeited. For the avoidance of doubt, the provisions of this Section 5 shall not apply to any extraordinary dividends or

2

FORM

distributions. The Participant will have only the rights of a general unsecured creditor of the Company in respect of such dividend equivalent payments until delivered as specified herein.

6.Tax Representations. TheParticipant hereby represents and warrants to the Company as follows:

(a)    The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.

(b)    The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.

7.Restrictive Covenants. 

(a)Confidential Information.  During such time as the Participant is employed by the Company and thereafter, the Participant shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Participant during the Participant’s employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Agreement).  After termination of the Participant’s employment with the Company, the Participant shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process after reasonable advance written notice to the Company, use, communicate or divulge any such information, knowledge or data, directly or indirectly, to anyone other than the Company and those designated by it.  Nothing contained in this Agreement shall prohibit the Participant from disclosing or using information (i) which is now known by or hereafter becomes available to the general public (other than by acts by the Participant or representatives of the Participant in violation of this Agreement); (ii) which became known to the Participant from a source other than Company, or any of its subsidiaries or affiliates, other than as a result of a breach (known or which should have been known to the Participant) by such source of an obligation of confidentiality owed by it to Company, or any of its subsidiaries or affiliates (but not if such information was known by the Participant at such time of disclosure or use to be confidential); (iii) in connection with the proper performance of Participant’s duties to the Company, (iv) which is otherwise legally required (but only if the Participant gives reasonable advance notice to the Company of such disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or (v) which is reasonably appropriate in connection with a litigation or arbitration related to Participant’s employment with the Company or this Agreement.

(b)Non-competition. During the period commencing on the Award Date and ending six months after the termination of Participant’s employment by the Company (the “Covenant Period”), the Participant shall not engage in, have an interest in, or otherwise be employed by or, as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, lender, or

3

FORM

representative, associate with, or permit Participant’s name to be used in connection with the activities of, any business or organization engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls (the “Business”) that, (i) if such business or organization is a public company, has a market capitalization of greater than $1 billion or, (ii) if such business or organization is a private company, has assets which may be reasonably valued of more than $1 billion, in (x) North America or (y) any country outside of North America in which the Company or any of its affiliates is engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls, or has indicated an intent to do so or interest in doing so as evidenced by a written plan or proposal prepared by or presented to senior management of the Company prior to the Date of Termination; other than for or on behalf of, or at the request of, the Company or any affiliate; provided, that passive ownership of less than two percent (2%) of the outstanding stock of any publicly traded corporation (or private company through an investment in a hedge fund or private equity fund, or similar vehicle) shall not be deemed to be a violation of this Section 7(b) solely by reason thereof.  Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Participant being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Participant is employed, associated with or otherwise provides services to) which is engaged in the Business so long as the Participant does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in the Business.

(c)Non-solicitation of Employees.  During the Covenant Period, the Participant shall not, directly or indirectly, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company until six (6) months after such individual’s employment relationship with the Company has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way knowingly interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company, on the other hand; provided, that solicitations incidental to general advertising or other general solicitations in the ordinary course not specifically targeted at such persons and employment of any person not otherwise solicited in violation hereof shall not be considered a violation of this Section 7(c). The Participant shall not be in violation of this Section 7(c) solely by providing a reference for a former employee of the Company.

(d)Non-Disparagement. The Participant agrees not to make any public disparaging, negative, or defamatory comments about the Company including the Company’s business, its directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions, representatives or agents, or any of them, whether written, oral, or electronic.  In particular, the Participant agrees to make no public statements including, but not limited to, press releases, statements to journalists, employees, prospective employers, interviews, editorials, commentaries, or speeches, that disparage or may disparage the Company’s business, are critical of the Company or its business, or would cast the Company or its business in a negative light.  In addition to the confidentiality requirements set forth in this Agreement and those imposed by law, the Participant further agrees not to provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail, internet postings, or other written or recorded communications referring or relating the Company’s business, that would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. This Section 7(d) shall not be violated by (i) responding publicly to incorrect, disparaging, or derogatory public statements to the extent reasonably necessary to correct or refute

4

FORM

such public statements or (ii) making any truthful statement to the extent (y) reasonably necessary in connection with any litigation, arbitration, or mediation or (z) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the person to disclose or make accessible such information.  The Company agrees not to make any public statement which is disparaging or defamatory about the Participant, whether written, oral, or electronic.  The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above and any member of the Board (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this Section 7(d) by the Company.

(e)Prior Notice Required.  The Participant hereby agrees that, prior to accepting employment with any other person or entity during the Covenant Period, the Participant will provide such prospective employer with written notice of the provisions of this Section 7, with a copy of such notice delivered simultaneously to the General Counsel of the Company.

(f)Return of Company Property/Passwords.  The Participant hereby expressly covenants and agrees that following termination of the Participant’s employment with the Company for any reason or at any time upon the Company’s written request, the Participant will promptly return to the Company all property of the Company in Participant’s possession or control (whether maintained at Participant’s office, home or elsewhere), including, without limitation, all Company passwords, credit cards, keys, beepers, laptop computers, cell phones and all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its personnel or affairs.  Notwithstanding the foregoing, the Participant shall be permitted to retain Participant’s rolodex (or similar list of personal contacts), compensation-related data, information needed for tax purposes and other personal items.

(g)Participant Covenants Generally.

(i)The Participant’s covenants as set forth in this Section 7 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

(ii)The Participant understands that the foregoing restrictions may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given Participant’s education, skills and ability), the Participant does not believe would prevent Participant from otherwise earning a living.  The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 7,

5

FORM

and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

(h)Enforcement.  Because the Participant’s services are unique and because the Participant has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 7.  Therefore, in the event of a breach or threatened breach of this Section 7, the Company or its respective successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require the Participant to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Participant.

(i)Interpretation.  For purposes of this Section 7, references to “the Company” shall mean the Company as hereinbefore defined and any of its controlled affiliated companies.

8.Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant’s consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

9.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiary, if applicable.

10.Captions. Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement.

11.Severability; Entire Agreement. If any provision of the Plan or this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and this Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

12.Clawback. The Participant acknowledges that all securities issued and payments made pursuant to this Award are subject to clawback by the Company to the extent required by applicable law or the policies of the Company as in effect from time to time.

6

FORM

13.Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to principles of conflict of laws. Venue for a dispute in respect of this Agreement shall be the federal courts located in Columbus, Ohio.

14.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Performance Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

15.Section 409A. The amounts payable under this Agreement are intended to avoid the incurrence of tax penalties under Section 409A of the Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided hereunder during the six-month period immediately following the Participant’s separation from service shall instead be paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant’s separation from service; provided that, if the Participant dies following the Participant’s separation from service and prior to the payment of the any amounts delayed on account of Section 409A of the Code hereunder, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death.

7

FORM

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the ___ day of ________, 2017.

WASHINGTON PRIME GROUP INC.,
an Indiana corporation
By:
	Name:
	Title:

WASHINGTON PRIME GROUP, L.P.,
an Indiana limited partnership
By:	Washington Prime Group Inc.,
	an Indiana corporation, its general partner
By:
	Name:
	Title:

PARTICIPANT
By:
	Name:

[Signature Page to WPG Employee PSU Award Agreement]

8

FORM

EXHIBIT X

PSU Performance Goals for 2017 Annual Award

A. Performance Goals.

1.Except as expressly provided in the Employment Agreement, the performance goals for the Performance Period (as defined below) shall be based on the Company’s relative total shareholder return (“TSR”) percentile for the Performance Period.

2.Unvested PSUs shall be earned if the Company ranks in the following TSR percentiles for the Performance Period:

WPG 3-Year TSR Percentile Rank	Vested PSUs
<30th Percentile	0%
30th Percentile	25%
40th Percentile	50%
50th Percentile	75%
60th Percentile	100%
70th Percentile	125%
80th Percentile	150%

There shall be interpolation on a straight-line basis (i.e., linearly interpolated) between the foregoing levels of achievement.

3.Notwithstanding the foregoing, if the Company’s absolute TSR for the Performance Period is negative, the maximum payment shall be 100% of the Target PSU.

4.Subject to the terms of the Agreement and the Employment Agreement, the number of PSUs earned during the Performance Period shall vest on [date that is three years from Award Date], provided Participant remains in continuous employment with the Company and its Affiliates through such date and is in continued compliance with the provisions of Section __ of the Employment Agreement.

5.PSUs that do not become vested on or before [date that is three years from Award Date] shall automatically be forfeited, except as otherwise expressly provided in Section 2 (b) of the Award.

B.    Fractional Shares. Any fractional PSUs shall be eliminated.

C.    Definitions.

“Beginning Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending with the last trading day before the beginning of the Performance Period.

9

FORM

“Comparative Group” means each company included on Annex A attached hereto, provided that, except as provided below, the common stock (or similar equity security) of such company is continually listed or traded on a national securities exchange from the first day of the Performance Period through the last trading day of the Performance Period. In the event a member of the Comparative Group files for bankruptcy or liquidates due to an insolvency or is delisted due to failure to meet the national securities exchange’s minimum market capitalization requirement, such company shall continue to be treated as a Comparative Group member, and such company’s Ending Price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple members of the Comparative Group file for bankruptcy or liquidate due to an insolvency or are delisted, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies/liquidations/delistings ranking lower than later bankruptcies/liquidations/ delistings). In the event of a formation of a new parent company by a Comparative Group member, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original Comparative Group member or the assets and liabilities of such Comparative Group member immediately prior to the transaction, such new parent company shall be substituted for the Comparative Group member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original Comparative Group member are not. In the event of a merger or other business combination of two Comparative Group members (including, without limitation, the acquisition of one Comparative Group member, or all or substantially all of its assets, by another Comparative Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Comparative Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction.

“Ending Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of the Performance Period.

“Performance Period” means the period from the Award Date to the date that is three years after the Award Date.

“Total Shareholder Return” or “TSR” shall mean with respect to the Performance Period, the compounded total annual return that would have been realized by a stockholder who (A) bought one share of Common Stock on the first day of the Performance Period at the Beginning Price, (B) reinvested each dividend and other distribution declared during such period of time with respect to such share (and any other shares previously received upon reinvestment of dividends or other distributions) in additional shares of Common Stock at the closing market price on the applicable ex-dividend date, and (C) sold all the shares described in clauses (A) and (B) on the last day of the Performance Period at the Ending Price. As set forth in, and pursuant to, Section 3(e) of the Plan, appropriate adjustments to the Total Shareholder Return shall be made to take into account all stock dividends, stock splits, reverse stock splits and the other events set forth in Section 3(e) of the Plan  that occur during the Performance Period. In calculating Total Shareholder Return, it is the current intention of the Company to use total return to stockholders data for the Company and the Comparative Group available from one or more third party sources, though the Company reserves the right for the Compensation Committee in its reasonable discretion to retain the services of a consultant to analyze relevant data or perform necessary calculations for purposes of this Award. If the Compensation

10

FORM

Committee delegates the calculation of Total Shareholder Return to a valuation or other expert, including matters such as the determination of dividend reinvestment and the inclusion or exclusion of REITs as Comparative Group members, the Compensation Committee is entitled to rely on such valuation or other expert.

“TSR Percentile Rank” means the percentile ranking of the Company’s TSR among the TSRs for the Comparative Group members for the Performance Period, as calculated using percentile rank functions within standard spreadsheet software, such as Microsoft Excel.

D. Miscellaneous.

Vesting shall only occur upon the certification by the Compensation Committee of the achievement, whose good faith certification shall determine whether such achievement occurred. The Compensation Committee shall meet for the purpose of certification and, to the extent appropriate, provide the applicable certification promptly (and in any event no later than March 15, 2021).

11

FORM

ANNEX A

Comparative Group

Acadia Realty Trust	Kite Realty Group Trust
Brixmor Property Group	Pennsylvania REIT
CBL & Associates	Regency Centers
DDR Corp.	Retail Prop. Of America
Equity One, Inc.	Taubman Centers
Federal Realty Inv. Trust	Weingarten Realty
Kimco Realty Corp.

Excludes Rouse Properties, which was acquired by Brookfield in 2016.

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION 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

I, Louis G. Conforti, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2017	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION 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

I, Mark E. Yale, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2017	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATION 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

I, Louis G. Conforti, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2017	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

EX-31.4

EXHIBIT 31.4

CERTIFICATION 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

I, Mark E. Yale, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2017	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Washington Prime Group Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 27, 2017	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director

Date:	April 27, 2017	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Washington Prime Group, L.P. (the “Partnership”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date:	April 27, 2017	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

Date:	April 27, 2017	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 26, 2017
Document Information [Line Items]
Entity Registrant Name	WASHINGTON PRIME GROUP INC.
Entity Central Index Key	0001594686
Trading Symbol	wpg
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding (in shares)		185,428,977
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Washington Prime Group, L.P. [Member]
Document Information [Line Items]
Entity Registrant Name	Washington Prime Group, L.P.
Entity Central Index Key	0001610911
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer

XML

Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
ASSETS:
Investment properties at cost	$ 6,304,916	$ 6,294,628
Less: accumulated depreciation	2,172,732	2,122,572
	4,132,184	4,172,056
Cash and cash equivalents	94,531	59,353
Tenant receivables and accrued revenue, net	96,560	99,967
Real estate assets held-for-sale	0	50,642
Investment in and advances to unconsolidated entities, at equity	442,257	458,892
Deferred costs and other assets	251,507	266,556
Total assets	5,017,039	5,107,466
LIABILITIES:
Mortgage notes payable	1,610,802	1,618,080
Notes payable	247,817	247,637
Unsecured term loans	1,334,525	1,334,522
Revolving credit facility	291,489	306,165
Accounts payable, accrued expenses, intangibles, and deferred revenues	287,969	309,178
Distributions payable	2,992	2,992
Cash distributions and losses in unconsolidated entities, at equity	15,421	15,421
Total liabilities	3,791,015	3,833,995
Redeemable noncontrolling interests	3,265	10,660
Cash distributions and losses in unconsolidated entities, at equity	15,421	15,421
Total liabilities, redeemable noncontrolling interests and equity	5,017,039	5,107,466
EQUITY:
Common stock, $0.0001 par value, 300,000,000 shares authorized, 185,428,977 and 185,427,411 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	19	19
Capital in excess of par value	1,234,860	1,232,638
Accumulated deficit	(384,070)	(346,706)
Accumulated other comprehensive income	6,888	4,916
Total stockholders' equity	1,060,273	1,093,443
Noncontrolling interests	162,486	169,368
Total equity	1,222,759	1,262,811
Total liabilities, redeemable noncontrolling interests and equity	5,017,039	5,107,466
Series H Preferred Stock [Member]
EQUITY:
Cumulative redeemable preferred stock	104,251	104,251
Series I Preferred Stock [Member]
EQUITY:
Cumulative redeemable preferred stock	98,325	98,325
Washington Prime Group, L.P. [Member]
ASSETS:
Investment properties at cost	6,304,916	6,294,628
Less: accumulated depreciation	2,172,732	2,122,572
	4,132,184	4,172,056
Cash and cash equivalents	94,531	59,353
Tenant receivables and accrued revenue, net	96,560	99,967
Real estate assets held-for-sale	0	50,642
Investment in and advances to unconsolidated entities, at equity	442,257	458,892
Deferred costs and other assets	251,507	266,556
Total assets	5,017,039	5,107,466
LIABILITIES:
Mortgage notes payable	1,610,802	1,618,080
Notes payable	247,817	247,637
Unsecured term loans	1,334,525	1,334,522
Revolving credit facility	291,489	306,165
Accounts payable, accrued expenses, intangibles, and deferred revenues	287,969	309,178
Distributions payable	2,992	2,992
Cash distributions and losses in unconsolidated entities, at equity	15,421	15,421
Total liabilities	3,791,015	3,833,995
Redeemable noncontrolling interests	3,265	10,660
Cash distributions and losses in unconsolidated entities, at equity	15,421	15,421
Total general partners' equity	1,060,273	1,093,443
Limited partners, 35,127,735 units issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	161,405	168,264
Total partners' equity	1,221,678	1,261,707
Noncontrolling interests	1,081	1,104
Total equity	1,222,759	1,262,811
Total liabilities, redeemable noncontrolling interests and equity	5,017,039	5,107,466
EQUITY:
Total liabilities, redeemable noncontrolling interests and equity	5,017,039	5,107,466
Washington Prime Group, L.P. [Member] | General Partner Preferred Equity [Member]
LIABILITIES:
Total general partners' equity	202,576	202,576
Washington Prime Group, L.P. [Member] | General Partner Common Equity [Member]
LIABILITIES:
Total general partners' equity	$ 857,697	$ 890,867

XML

Unaudited Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	185,428,977	185,427,411
Common stock, outstanding (in shares)	185,428,977	185,427,411
Series H Preferred Stock [Member]
Preferred Shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Shares, shares issued (in shares)	4,000,000	4,000,000
Preferred Shares, shares outstanding (in shares)	4,000,000	4,000,000
Series I Preferred Stock [Member]
Preferred Shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Shares, shares issued (in shares)	3,800,000	3,800,000
Preferred Shares, shares outstanding (in shares)	3,800,000	3,800,000
Washington Prime Group, L.P. [Member]
Limited partners, units issued (in shares)	35,127,735	35,127,735
Limited partners, units outstanding (in shares)	35,127,735	35,127,735
General Partner Preferred Equity [Member]
General partners' equity units issued (in shares)	7,800,000	7,800,000
General partners' equity units outstanding (in shares)	7,800,000	7,800,000
General Partner Common Equity [Member]
General partners' equity units issued (in shares)	185,428,977	185,427,411
General partners' equity units outstanding (in shares)	185,428,977	185,427,411

XML

Unaudited Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
REVENUE:
Minimum rent	$ 137,116	$ 143,105
Overage rent	2,832	3,457
Tenant reimbursements	56,790	57,956
Other income	5,656	5,513
Total revenues	202,394	210,031
EXPENSES:
Property operating	37,244	43,934
Depreciation and amortization	67,511	71,403
Real estate taxes	26,007	24,491
Advertising and promotion	2,152	2,232
Provision for credit losses	1,581	732
General and administrative	8,828	10,804
Ground rent	1,031	1,057
Impairment loss	8,509	0
Total operating expenses	152,863	154,653
OPERATING INCOME	49,531	55,378
Interest expense, net	(32,488)	(37,348)
Income and other taxes	(2,026)	(979)
Loss from unconsolidated entities, net	(444)	(1,161)
INCOME BEFORE GAIN (LOSS) ON DISPOSITION OF INTERESTS IN PROPERTIES, NET	14,573	15,890
Gain (loss) on disposition of interests in properties, net	51	(2,209)
NET INCOME	14,624	13,681
Net income (loss) attributable to noncontrolling interests	1,814	1,659
NET INCOME ATTRIBUTABLE TO THE COMPANY	12,810	12,022
Less: Preferred share dividends	(3,508)	(3,508)
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ 9,302	$ 8,514
EARNINGS PER COMMON SHARE, BASIC AND DILUTED (in dollars per share)	$ 0.05	$ 0.05
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$ 1,754	$ 1,605
Net income attributable to common unitholders	1,754	1,605
COMPREHENSIVE INCOME:
Net income	14,624	13,681
Unrealized income (loss) on interest rate derivative instruments	2,349	(13,466)
Comprehensive income	16,973	215
Comprehensive income (loss) attributable to noncontrolling interests	2,191	(487)
Comprehensive income attributable to common shareholders	14,782	702
Washington Prime Group, L.P. [Member]
REVENUE:
Minimum rent	137,116	143,105
Overage rent	2,832	3,457
Tenant reimbursements	56,790	57,956
Other income	5,656	5,513
Total revenues	202,394	210,031
EXPENSES:
Property operating	37,244	43,934
Depreciation and amortization	67,511	71,403
Real estate taxes	26,007	24,491
Advertising and promotion	2,152	2,232
Provision for credit losses	1,581	732
General and administrative	8,828	10,804
Ground rent	1,031	1,057
Impairment loss	8,509	0
Total operating expenses	152,863	154,653
OPERATING INCOME	49,531	55,378
Interest expense, net	(32,488)	(37,348)
Income and other taxes	(2,026)	(979)
Loss from unconsolidated entities, net	(444)	(1,161)
INCOME BEFORE GAIN (LOSS) ON DISPOSITION OF INTERESTS IN PROPERTIES, NET	14,573	15,890
Gain (loss) on disposition of interests in properties, net	51	(2,209)
NET INCOME	14,624	13,681
Net income (loss) attributable to noncontrolling interests	0	(6)
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	14,624	13,687
Less: Preferred unit distributions	(3,568)	(3,568)
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	11,056	10,119
General partner	9,302	8,514
Limited partners	1,754	1,605
Net income attributable to common unitholders	$ 11,056	$ 10,119
EARNINGS PER COMMON UNIT, BASIC AND DILUTED (in dollars per share)	$ 0.05	$ 0.05
COMPREHENSIVE INCOME:
Net income	$ 14,624	$ 13,681
Unrealized income (loss) on interest rate derivative instruments	2,349	(13,466)
Comprehensive income	16,973	215
Comprehensive income (loss) attributable to noncontrolling interests	0	(6)
Comprehensive income attributable to common shareholders	$ 16,973	$ 221

XML

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 14,624	$ 13,681
Adjustments to reconcile net 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	66,994	70,377
(Gain) loss on disposition of interests in properties and outparcels, net	(324)	2,209
Impairment loss	8,509	0
Provision for credit losses	1,581	732
Loss from unconsolidated entities, net	444	1,161
Distributions of income from unconsolidated entities	80	53
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	2,399	2,900
Deferred costs and other assets	(9,947)	(2,259)
Accounts payable, accrued expenses, deferred revenues and other liabilities	(12,912)	(29,723)
Net cash provided by operating activities	71,448	59,131
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(25,039)	(25,502)
Restricted cash reserves for future capital expenditures, net	(558)	(3,554)
Net proceeds from disposition of properties	62,887	9,020
Investments in unconsolidated entities	(36,368)	(3,260)
Distributions of capital from unconsolidated entities	52,479	15,712
Net cash provided by (used in) investing activities	53,401	(7,584)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(23)	0
Redemption of limited partner units/preferred shares	0	(5)
Change in lender-required restricted cash reserves on mortgage loans	0	839
Net proceeds from issuance of common shares, including common stock plans	7	0
Purchase of redeemable noncontrolling interest	(6,830)	0
Distributions on common and preferred shares/units	(59,016)	(58,717)
Proceeds from issuance of debt, net of transaction costs	80,814	0
Repayments of debt	(104,623)	(18,658)
Net cash used in financing activities	(89,671)	(76,541)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	35,178	(24,994)
CASH AND CASH EQUIVALENTS, beginning of period	59,353	116,253
CASH AND CASH EQUIVALENTS, end of period	94,531	91,259
Washington Prime Group, L.P. [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	14,624	13,681
Adjustments to reconcile net 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	66,994	70,377
(Gain) loss on disposition of interests in properties and outparcels, net	(324)	2,209
Impairment loss	8,509	0
Provision for credit losses	1,581	732
Loss from unconsolidated entities, net	444	1,161
Distributions of income from unconsolidated entities	80	53
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	2,399	2,900
Deferred costs and other assets	(9,947)	(2,259)
Accounts payable, accrued expenses, deferred revenues and other liabilities	(12,912)	(29,723)
Net cash provided by operating activities	71,448	59,131
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(25,039)	(25,502)
Restricted cash reserves for future capital expenditures, net	(558)	(3,554)
Net proceeds from disposition of properties	62,887	9,020
Investments in unconsolidated entities	(36,368)	(3,260)
Distributions of capital from unconsolidated entities	52,479	15,712
Net cash provided by (used in) investing activities	53,401	(7,584)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(23)	0
Redemption of limited partner units/preferred shares	0	(5)
Change in lender-required restricted cash reserves on mortgage loans	0	839
Purchase of redeemable noncontrolling interest	(6,830)	0
Proceeds from issuance of debt, net of transaction costs	80,814	0
Repayments of debt	(104,623)	(18,658)
Net cash used in financing activities	(89,671)	(76,541)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	35,178	(24,994)
CASH AND CASH EQUIVALENTS, beginning of period	59,353	116,253
CASH AND CASH EQUIVALENTS, end of period	94,531	91,259
Net proceeds from issuance of common units, including equity-based compensation plans	7	0
Distributions to unitholders, net	$ (59,016)	$ (58,717)

XML

Unaudited Consolidated Statement of Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Preferred Stock [Member] Series H Preferred Stock [Member]	Preferred Stock [Member] Series I Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings, Appropriated [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]	Redeemable Noncontrolling Interests [Member]	Partners' Equity [Member] General Partner Preferred Equity [Member] Washington Prime Group, L.P. [Member]	Partners' Equity [Member] General Partner Common Equity [Member] Washington Prime Group, L.P. [Member]	Partners' Equity [Member] General Partner [Member] Washington Prime Group, L.P. [Member]	Partners' Equity [Member] Limited Partner [Member] Washington Prime Group, L.P. [Member]	Partners' Equity [Member] Washington Prime Group, L.P. [Member]	Noncontrolling Interests [Member] Washington Prime Group, L.P. [Member]	Redeemable Noncontrolling Interests [Member] Washington Prime Group, L.P. [Member]	Washington Prime Group, L.P. [Member]	Total
Balance at Dec. 31, 2016	$ 104,251	$ 98,325	$ 19	$ 1,232,638	$ (346,706)	$ 4,916	$ 1,093,443	$ 169,368	$ 10,660									$ 1,262,811
Balance at Dec. 31, 2016										$ 202,576	$ 890,867	$ 1,093,443	$ 168,264	$ 1,261,707	$ 1,104	$ 10,660	$ 1,262,811
Exercise of stock options	0	0	0	7	0	0	7	0	0	0	7	7	0	7	0	0	7	7
Other	0	0	0	(36)	0	0	(36)	0	0	0	(36)	(36)	0	(36)	0	0	(36)	(36)
Equity-based compensation	0	0	0	1,132	0	0	1,132	346	0									1,478
Equity-based compensation										0	1,132	1,132	346	1,478	0	0	1,478
Adjustments to noncontrolling interests	0	0	0	554	0	0	554	(554)	0	0	0	0	0	0	0	0	0	0
Adjustments to limited partners' interests	0	0	0	0	0	0	0	0	0	0	554	554	(554)	0	0	0	0	0
Purchase of redeemable noncontrolling interest	0	0	0	565	0	0	565	0	(7,395)	0	565	565	0	565	0	(7,395)	565	565
Distributions on common shares/units ($0.25 per common share/unit)	0	0	0	0	(46,666)	0	(46,666)	(8,805)	0	0	(46,666)	(46,666)	(8,782)	(55,448)	(23)	0	(55,471)	(55,471)
Distributions declared on preferred shares/units	0	0	0	0	(3,508)	0	(3,508)	0	0	(3,508)	0	(3,508)	0	(3,508)	0	(60)	(3,508)	(3,508)
Other comprehensive income	0	0	0	0	0	1,972	1,972	377	0	0	1,972	1,972	377	2,349	0	0	2,349	2,349
Net income, excluding $60 of distributions to preferred unitholders	0	0	0	0	12,810	0	12,810	1,754	0	3,508	9,302	12,810	1,754	14,564	0	60	14,564	14,564
Balance at Mar. 31, 2017	$ 104,251	$ 98,325	$ 19	$ 1,234,860	$ (384,070)	$ 6,888	$ 1,060,273	$ 162,486	$ 3,265									$ 1,222,759
Balance at Mar. 31, 2017										$ 202,576	$ 857,697	$ 1,060,273	$ 161,405	$ 1,221,678	$ 1,081	$ 3,265	$ 1,222,759

XML

Unaudited Consolidated Statement of Equity (Parentheticals) - Retained Earnings [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares
Distributions on common shares/units, per common share/unit (in dollars per share) | $ / shares	$ 0.25
Distributions made to preferred unitholders | $	$ 60

XML

Note 1 - Organization

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Nature of Operations [Text Block]

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"). REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than

100%

of their taxable income and satisfy certain other requirements. 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

March

 

31,

2017,

our assets consisted of material interests in

111

shopping centers in the United States, consisting of community centers and enclosed retail properties, comprised of approximately

60

million square feet of gross leasable area.

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 expenditures.

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.

XML

Note 2 - Basis of Presentation and Principles of Consolidation

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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

March

 

31,

2017

and

December

 

31,

2016

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. Due to the seasonal nature of certain operational activities, the results for the interim period ended

March

 

31,

2017

are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 

10

-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated unaudited financial statements should be read in conjunction with the audited consolidated and combined financial statements and related notes included in the combined

2016

Annual Report on Form

10

-K for WPG Inc. and WPG L.P. (the

"2016

Form

10

-K").

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.

There have been no changes during the

three

months ended

March

 

31,

2017

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

three

months ended

March

 

31,

2017,

we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the 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 committed to or intends to fund the venture.

As of

March

 

31,

2017,

our assets consisted of material interests in

111

shopping centers. The consolidated financial statements as of that date reflect the consolidation of

101

wholly owned properties and

four

additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining

six

properties, or the joint venture properties, using the equity method of accounting, as we have determined that we have significant influence over their operations. We manage the day-to-day operations of the joint venture properties, but 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

84.1%

for both the

three

months ended

March

31,

2017

and

2016.

As of

March

 

31,

2017

and

December

 

31,

2016,

WPG Inc.'s ownership interest in WPG L.P. was

84.2%

and

84.1%,

respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P.

XML

Note 3 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

3.  Summary of Significant Accounting Policies

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”).

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.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic

820,

fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

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 community centers, into

one

reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same

tenants.

Ne

w Accounting Pronouncements

In

May

2014,

the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 

2014

-

09,

"Revenue from Contracts with Customers (Topic 

606)."

ASU No. 

2014

-

09

revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 

2014

-

09

either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On

July

9,

2015,

the FASB announced it would defer the effective date by

one

year to

December

15,

2017

for annual reporting periods beginning after that date. The FASB also decided to permit early adoption of the standard, but not before the original effective date of

December

15,

2016.

This new standard will be effective for the Company on

January

1,

2018

and, upon effectiveness, certain of our revenue streams will be impacted. The impacted revenue streams primarily consist of fees earned from management, development and leasing services provided to joint ventures in which we own an interest, sales of real estate and other ancillary income earned from our properties. During the

three

months ended

March

 

31,

2017,

these revenues were less than

2%

of consolidated revenue. We expect that fee income earned from our joint ventures for the above-mentioned services will generally be recognized in a manner consistent with our current measurement and patterns of recognition. As a result, we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations upon adoption in

2018.

We expect to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption.

In

February

2016,

the FASB issued ASU No.

2016

-

02,

"Leases (Topic

842)."

ASU No.

2016

-

02

amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. It is effective for fiscal years beginning after

December

15,

2018,

including interim periods within those fiscal years, with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. From a lessee perspective, the Company currently has

seven

ground leases that, under the new guidance, will result in the recognition of a lease liability and corresponding right-of-use asset. From a lessor perspective, the new guidance remains mostly similar to current rules, though contract consideration will now be allocated between lease and non-lease components. Non-lease component allocations will be recognized under ASU

2014

-

09,

and we expect that this will result in a different pattern of recognition for certain non-lease components, including for fixed common-area ("CAM") revenues. In addition, ASU

2016

-

02

limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase to general and administrative expenses, though the amount of such changes is highly dependent upon the leasing compensation structures in place at the time of adoption. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In

August

2016,

the FASB issued ASU

2016

-

15,

"Statement of Cash Flows (Topic

230)."

ASU No.

2016

-

15

is intended to reduce diversity in practice with respect to how certain transactions are classified in the statement of cash flows. It is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years with early adoption permitted. In addition, in

November

2016,

the Emerging Issues Task Force ("EITF") of the FASB issued EITF Issue

16

-A "Restricted Cash," requiring that a statement of cash flows explain the change during the period in total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash would be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is also effective for fiscal years beginning after

December

15,

2017,

including interim periods. These new standards require a retrospective transition approach. The Company has

$30.8

million and

$29.2

million of restricted cash on its consolidated balance sheets as of

March

 

31,

2017

and

December

 

31,

2016,

respectively, whose cash flow statement classification will change to align with the new guidance upon adoption of the EITF. We are currently evaluating our plans regarding the adoption of these new standards.

In

January

2017,

the FASB issued ASU

2017

-

01,

"Business Combinations (Topic

805):

Clarifying the Definition of a Business," that provides guidance to assist entities with evaluating when a set of transferred assets and activities (set) is a business. The new guidance requires an acquirer to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets; if so, the set of transferred assets and activities is not a business. The guidance is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years with early adoption permitted. The new guidance will be applied on a prospective basis for transactions that occur within the period of adoption. Upon adoption of this standard, the Company anticipates that more property acquisitions will be accounted for under asset acquisition accounting rather than business combination accounting, which will result in the capitalization of transactions costs rather than expensing of said costs under the current guidance. We early adopted this standard prospectively as of

January

1,

2017,

as permitted under the standard.

Deferred Costs and Other Assets

On

January

4,

2017,

the remaining

$15.6

million outstanding on the promissory note receivable related to the

January

29,

2016

sale of Forest Mall, located in Fond Du Lac, Wisconsin, and Northlake Mall, located in Atlanta, Georgia, was received by the Company in full. The proceeds were used to reduce the balance of corporate debt.

On

February

28,

2017,

the buyer of Knoxville Center, located in Knoxville, Tennessee, extended the maturity of the

$6.2

million promissory note receivable, issued during the

August

19,

2016

sale of the property, to

April

28,

2017

and paid the Company

$0.4

million of the outstanding principal balance. As of

March

31,

2017,

the buyer was current on their interest payments.

Redeemable Noncontrolling Interests for WPG Inc.

Redeemable noncontrolling interests represent the underlying equity held by unaffiliated

third

parties in the consolidated joint venture entity that owns Arbor Hills, located in Ann Arbor, Michigan (the "Arbor Hills Venture") and the consolidated joint venture that owns 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 Venture," collectively) as well as the outstanding WPG L.P.

7.3%

Series I-

1

Preferred Units (the “Series I-

1

Preferred Units”). 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. During the

three

months ended

March

 

31,

2017,

the Company purchased all of the equity owned by such unaffiliated

third

parties related to the Arbor Hills Venture and the Oklahoma City Properties Venture, respectively. As of

March

 

31,

2017,

the aforementioned properties were wholly owned by the Company, and the only remaining redeemable noncontrolling interests relate to Series I-

1

Preferred Units.

XML

Note 4 - Investment in Real Estate

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

4.  Investment in Real Estate

2017

Dispositions

On

February

21,

2017,

we completed the sale of Gulf View Square and River Oaks Center to private real estate investors for an aggregate purchase price of 

$42

million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of 

December

 

31,

2016.

The net proceeds from the transaction were used to reduce corporate debt.

On

January

10,

2017,

we completed the sale of Virginia Center Commons to a private real estate investor for a purchase price of 

$9

million, which was classified as real estate held for sale on the accompanying consolidated balance sheet as of 

December

 

31,

2016.

The net proceeds from the transaction were used to reduce corporate debt.

In connection with the sales noted above, the Company recorded a

$0.1

million gain, which is included in gain (loss) on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive income for the

three

months ended

March

 

31,

2017.

2016

Dispositions

On

January

29,

2016,

the Company completed the sale of Forest Mall and Northlake Mall to private real estate investors for an aggregate purchase price of

$30.0

million. The net proceeds from the transaction were used to reduce the balance outstanding under the Revolver, as defined below (see Note

6

- "Indebtedness").

In connection with the sale noted above, the Company recorded a

$2.2

million loss, which is included in gain (loss) on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive income for the

three

months ended

March

 

31,

2016.

Impairment

During the

three

months ended

March

 

31,

2017,

the Company entered into a purchase and sale agreement to dispose of a community center asset. The agreement is subject to customary closing and diligence requirements. Given uncertainties that the disposition is probable within

one

year due to the aforementioned closing and diligence requirements, this property remains classified as held for use as of

March

 

31,

2017.

 In connection with the preparation of our financial statements included in this Form

10

-Q, we shortened the hold period used in assessing impairment for the asset, which resulted in the carrying value not being recoverable from the expected cash flows. The purchase offer represents the best available evidence of fair value for this property. We compared the fair value to the carrying value, which resulted in the recording of an impairment charge of approximately

$8.5

million in the accompanying consolidated statements of operations and comprehensive income for the

three

months ended

March

 

31,

2017.

Intangible Assets and Liabilities Associated with Acquisitions

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

March

 

31,

2017

and

December

 

31,

2016:

				Balance as of
Intangible Asset/Liability	Location on the Consolidated Balance Sheets	Weighted Average Remaining Amortization (in years)		March 31, 2017		December 31, 2016
Above-market leases - Company is lessor	Deferred costs and other assets		7.3	$	32,119	$	34,337
Below-market leases - Company is lessor	Accounts payable, accrued expenses, intangibles and deferred revenues		13.5	$	100,112	$	104,540
Above-market lease - Company is lessee	Accounts payable, accrued expenses, intangibles and deferred revenues		30.2	$	2,363	$	2,383
In-place leases	Deferred costs and other assets		10.0	$	65,972	$	70,907

XML

Note 5 - Investment In Unconsolidated Entities, at Equity

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

5.  Investment in Unconsolidated Entities, at Equity

The Company's investment activity in unconsolidated real estate entities during the

three

months ended

March

 

31,

2017

and

March

 

31,

2016

consisted of investments in the following material joint ventures:

• The O'Connor Joint Venture

This investment consists of a

51%

interest held by the Company in a portfolio of

five

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® located in Columbus, Ohio; 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 (collectively the "O'Connor Properties"). We retained management, leasing, and development responsibilities for the O'Connor Joint Venture.

On

March

2,

2017,

the O'Connor Joint Venture closed on the purchase of Pearlridge Uptown II, a

180,000

square foot wing of Pearlridge Center, for a gross purchase price of

$70.0

million.

On

March

30,

2017,

the O'Connor Joint Venture closed on a

$43.2

million non-recourse mortgage note payable with an

eight

year term and a fixed interest rate of

4.071%

secured by Pearlridge Uptown II. The mortgage note payable requires monthly interest only payments until

April

1,

2019,

at which time monthly interest and principal payments are due until maturity.

On

March

29,

2017,

the O'Connor Joint Venture closed on a

$55.0

million non-recourse mortgage note payable with a

ten

year term and a fixed interest rate of

4.36%

secured by sections of Scottsdale Quarter® known as Block K and Block M. The mortgage note payable requires monthly interest only payments until

May

1,

2022,

at which time monthly interest and principal payments are due until maturity.

• The Seminole Joint Venture

This investment consists of a

45%

legal interest held by the Company in Seminole Towne Center, an approximate

1.1

 million square foot enclosed regional retail property located in the Orlando, Florida area. The Company's effective financial interest in this property (after preferences) is estimated to be approximately

22%

for

2017.

We retain management and leasing responsibilities for the Seminole Joint Venture.

Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provide management, development, construction, marketing, leasing and legal services for a fee to each of the joint ventures described above. Related to performing these services, we recorded management fees of

$1.6

million and

$1.5

million for the

three

months ended

March

31,

2017

and

2016,

respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive income. Advances to the O'Connor Joint Venture totaled

$2.6

million and

$2.5

million as of

March

 

31,

2017

and

December

 

31,

2016,

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 the O'Connor Joint Venture, the Seminole Joint Venture, and an indirect

12.5%

ownership interest in certain real estate for all periods presented during which the Company accounted for these investments as unconsolidated entities for the

three

months ended

March

31,

2017

and

2016:

	Three Months Ended March 31,
	2017			2016
Total revenues	$	48,434		$	46,312
Operating expenses		20,591			19,306
Depreciation and amortization		19,034			20,044
Operating income		8,809			6,962
Interest expense, taxes, and other, net		(8,460	)		(7,889	)
Net income (loss) from the Company's unconsolidated real estate entities		349			(927	)
Our share of loss from the Company's unconsolidated real estate entities	$	(444	)	$	(1,161	)

XML

Note 6 - Indebtedness

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

6.  Indebtedness

Mortgage Debt

Total mortgage indebtedness at

March

 

31,

2017

and

December

 

31,

2016

was as follows:

	March 31, 2017			December 31, 2016
Face amount of mortgage loans	$	1,603,806		$	1,610,429
Fair value adjustments, net		11,691			12,661
Debt issuance cost, net		(4,695	)		(5,010	)
Carrying value of mortgage loans	$	1,610,802		$	1,618,080

A roll forward of mortgage indebtedness from

December

 

31,

2016

to

March

 

31,

2017

is summarized as follows:

Balance at December 31, 2016	$	1,618,080
Debt amortization payments		(6,623	)
Amortization of fair value and other adjustments		(970	)
Amortization of debt issuance costs		315
Balance at March 31, 2017	$	1,610,802

Unsecured Debt

The Facility

On

May

 

15,

2014,

we closed on a senior unsecured revolving credit facility, or "Revolver," and a senior unsecured term loan, or "Term Loan" (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to

$900.0

 million, bears interest at

one

-month LIBOR plus

1.25%,

and will initially mature on

May

 

30,

2018,

subject to

two

six

-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to

$500.0

 million, bears interest at

one

-month

LIBOR plus

1.45%.

During the

three

months ended

March

 

31,

2017,

we extended the maturity of the Term Loan from

May

30,

2017

to

May

 

30,

2018.

We have

one,

12

-month extension available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. On

July

6,

2016,

the Company executed interest rate swap agreements totaling

$200.0

million, which effectively fixed the interest rate on a portion of the Term Loan at

2.04%

through

August

1,

2018.

The interest rate on the Facility

may

vary in the future based on the Company's credit rating.

At

March

 

31,

2017,

borrowings under the Facility consisted of

$293.0

million outstanding under the Revolver (before debt issuance costs, net of

$1.5

million) and

$499.7

million, net of

$0.3

million of debt issuance costs, outstanding under the Term Loan. On

March

 

31,

2017,

we had an aggregate available borrowing capacity of

$606.7

million under the Revolver, net of

$0.3

million reserved for outstanding letters of credit. At

March

 

31,

2017,

the applicable interest rate on the Revolver was

one

-month LIBOR plus

1.25%,

or

2.23%,

and the applicable interest rate on the unhedged portion of the Term Loan was

one

-month LIBOR plus

1.45%,

or

2.43%.

Term Loans

On

December

10,

2015,

the Company borrowed

$340.0

million under a term loan (the

"December

2015

Term Loan"), pursuant to a commitment received from bank lenders. The

December

2015

Term Loan bears interest at

one

-month LIBOR plus

1.80%

and will mature in

January

2023.

On

December

11,

2015,

the Company executed interest rate swap agreements totaling

$340.0

million, which effectively fixed the interest rate on the

December

2015

Term Loan at

3.51%

through

January

2023.

The interest rate on the

December

2015

Term Loan

may

vary in the future based on the Company's credit rating. As of

March

 

31,

2017,

the balance was

$337.1

million, net of

$2.9

million of debt issuance costs.

On

June

4,

2015,

the Company borrowed

$500.0

million under a term loan (the

"June

2015

Term Loan"), pursuant to a commitment received from bank lenders. The

June

2015

Term Loan bears interest at

one

-month LIBOR plus

1.45%

and will mature in

March

2020.

On

June

19,

2015,

the Company executed interest rate swap agreements totaling

$500.0

million, with an effective date of

July

6,

2015,

which effectively fixed the interest rate on the

June

2015

Term Loan at

2.56%

through

June

2018.

The interest rate on the

June

2015

Term Loan

may

vary in the future based on the Company's credit rating. As of

March

 

31,

2017,

the balance was

$497.8

million, net of

$2.2

million of debt issuance costs.

Notes Payable

On

March

24,

2015,

WPG L.P. closed on a private placement of

$250.0

million of

3.850%

senior unsecured notes (the "Notes Payable") at a

0.028%

discount due

April

1,

2020.

WPG L.P. received net proceeds from the offering of

$248.4

million, which it used to repay a portion of outstanding borrowings under the bridge loan dated as of

September

16,

2014

(the "Bridge Loan"). The Notes Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods).

On

October

21,

2015,

WPG L.P. completed an offer to exchange (the "Exchange Offer") up to

$250.0

million aggregate principal amount of the Notes Payable for a like principal amount of its

3.850%

senior unsecured notes that have been registered under the Securities Act of

1933

(the "Exchange Notes").  On

October

21,

2015,

$250.0

million of Exchange Notes were issued in exchange for

$250.0

million aggregate principal amount of the Notes Payable that were

tendered

in the Exchange Offer.

As of

March

 

31,

2017,

the balance outstanding under the Exchange Notes was

$247.8

million, net of

$2.2

million of debt discount and issuance costs.

Covenants

Our unsecured 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

March

 

31,

2017,

management believes the Company is in compliance with all covenants of its unsecured debt.

The total balance of mortgages was approximately

$1.6

billion as of

March

 

31,

2017.

At

March

 

31,

2017,

certain of our consolidated subsidiaries were the borrowers under

30

 non-recourse loans,

one

full-recourse loan and

one

partial-recourse loan secured by mortgages encumbering

36

properties, including

two

separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of

six

properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool

may

constitute a default under all mortgages within that pool and

may

lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans

generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least

two

consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral.

On

March

30,

2017,

the Company transferred the

$40.0

million mortgage loan secured by Valle Vista Mall, located in Harlingen, Texas, to the special servicer at the request of the borrower, a consolidated subsidiary of the Company. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. The Company will continue to manage and lease the property.

On

June

30,

2016,

we received a notice, dated that same date, that the

$87.3

million mortgage loan secured by Mesa Mall, located in Grand Junction, Colorado had been transferred to the special servicer due to the payment default that occurred when the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its

June

1,

2016

maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning the property to the lender (see Note

12

- "Subsequent Events").

On

June

6,

2016,

we received a notice of default letter, dated

June

3,

2016,

from the special servicer to the borrower of the

$99.5

million mortgage loan secured by Southern Hills Mall, located in Sioux City, Iowa.  The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its

June

1,

2016

maturity date.  On

October

27,

2016,

we received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company still holds title to the property.

At

March

 

31,

2017,

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. The Company has assessed each of these properties for impairment indicators and have concluded no impairment charges were warranted as of

March

 

31,

2017.

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 unsecured debt (including variable-rate unsecured debt swapped to fixed-rate) using cash flows discounted at current borrowing rates.

	March 31, 2017			December 31, 2016
Book value of fixed-rate mortgages (1)	$	1,352,706		$	1,359,329
Fair value of fixed-rate mortgages	$	1,395,559		$	1,403,103
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.80	%		3.79	%
Book value of fixed-rate unsecured debt (1)	$	1,290,000		$	1,290,000
Fair value of fixed-rate unsecured debt	$	1,265,188		$	1,261,858
Weighted average discount rates assumed in calculation of fair value for fixed-rate unsecured debt		2.86	%		2.86	%

(1)

Excludes debt issuance costs and applicable debt discounts.

XML

Note 7 - Derivative Financial Instruments

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

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.

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.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges 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. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company recognized

$0.1

million of hedge ineffectiveness as an increase to earnings during the

three

months ended

March

 

31,

2017.

The Company recognized

$2.3

million of hedge ineffectiveness as a decrease to earnings during the

three

months ended

March

 

31,

2016,

primarily resulting from a mismatch in the terms of the

December

2015

Term Loan and the corresponding derivative. The

December

2015

Term Loan includes a

0%

LIBOR floor while the corresponding derivative does not.

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

$0.4

million will be reclassified as a decrease to interest expense.

As of

March

 

31,

2017,

the Company had

15

outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of

$1,139,600.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of

March

 

31,

2017

and

December

 

31,

2016:

Derivatives designated as hedging instruments:		Balance Sheet Location	March 31, 2017		December 31, 2016
Interest rate products	Asset derivatives	Deferred costs and other assets	$	8,223	$	5,754
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles and deferred revenues	$	—	$	2

The asset derivative instruments were reported at their fair value of

$8,223

and

$5,754

in deferred costs and other assets at

March

 

31,

2017

and

December

 

31,

2016,

respectively, with a corresponding adjustment to OCI for the unrealized gains and losses (net of noncontrolling interest allocation). The liability derivative instruments were reported at their fair value of

$0

and

$2

in accounts payable, accrued expenses, intangibles, and deferred revenues at

March

 

31,

2017

and

December

 

31,

2016,

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 AOCI 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 income for the

three

months ended

March

31,

2017

and

2016:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)				Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended						Three Months Ended					Three Months Ended
	March 31,						March 31,					March 31,
	2017		2016				2017		2016			2017		2016
Interest rate products	$	1,263	$	(15,397	)	Interest expense	$	1,086	$	1,931	Interest expense	$	92	$	(2,342	)

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

March

 

31,

2017,

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

$0.

As of

March

 

31,

2017,

the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions. If the Company had breached any of these provisions at

March

 

31,

2017,

it would have been required to settle its obligations under the agreements at their termination value of

$0.

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

March

 

31,

2017

and

December

 

31,

2016,

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.

The tables below presents the Company’s net assets and liabilities measured at fair value as of

March

 

31,

2017

and

December

 

31,

2016

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 March 31, 2017
Derivative instruments, net	$	—	$	8,223	$	—	$	8,223

	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, 2016
Derivative instruments, net	$	—	$	5,752	$	—	$	5,752

XML

Note 8 - Equity

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

8.  Equity

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. At

March

 

31,

2017,

WPG Inc. had reserved

35,127,735

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.

Stock Based Compensation

On

May

 

28,

2014,

the Board adopted the Washington Prime Group, L.P.

2014

Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of

10,000,000

shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is

500,000

shares/units. 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 ("Performance LTIP Units") in WPG L.P. The Plan terminates on

May

 

28,

2024.

The following is a summary by type of the awards that the Company issued during the

three

months ended

March

 

31,

2017

and

March

 

31,

2016

under the Plan.

Annual Long-Term Incentive Awards

On

February

21,

2017

(the "Adoption Date"), the Company approved the terms and conditions of the

2017

annual award

("2017

Annual Long-Term Incentive Awards") for certain executive officers and employees of the Company. Under the terms of the

2017

Annual Long-Term Incentive 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

one

WPG Inc. common share for each vested RSU. During the

three

months ended

March

 

31,

2017,

the Company issued

358,198

time-based RSUs, with a grant date fair value of

$3.4

million, which will vest in

one

-

third

installments on each of

February

21,

2018,

2019,

and

2020,

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 the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the

three

year vesting term. During the

three

months ended

March

 

31,

2017,

the Company issued

358,198

PSUs, at target, with a grant date fair value of

$2.8

million. Actual PSUs earned

may

range from

0%

-

150%

of the target PSUs, based on the Company'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 Adoption Date. During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company'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 awards were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the

three

year performance period.

During

2016,

the Company approved the performance criteria and maximum dollar amount of the

2016

annual awards (the

"2016

Annual Long-Term Incentive Awards"), that generally range from

30%

-

100%

of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of RSUs (the "Allocated RSUs") based on the closing price of WPG Inc.'s common shares for the final

15

trading days of

2016.

Recipients were eligible to receive a percentage of the Allocated RSUs based on the Company's performance on its strategic goals detailed in the Company's

2016

cash bonus plan and the Company's relative TSR compared to a peer group based on companies with similar assets and revenue. Payout for

50%

of the Allocated RSUs was based on the Company's performance on the strategic goals and the payout on the remaining

50%

was based on the Company's TSR performance. Both the strategic goal component as well the TSR performance were achieved at target, resulting in a

100%

payout. During the

three

months ended

March

 

31,

2017,

the Company awarded

324,237

of Allocated RSUs, with a grant date fair value of

$2.2

million, related to the

2016

Annual Long-Term Incentive Awards, which will vest in

one

-

third

installments on each of

February

21,

2018,

2019

and

2020.

During

2015,

the Company approved the performance criteria and maximum dollar amount of the

2015

annual LTIP unit awards (the

"2015

Annual Long-Term Incentive Awards"), that generally range from

30%

-

300%

of annual base salary, for certain executive officers and employees of the Company. The number of awards was determined by converting the cash value of the award to a number of LTIP units (the "Allocated Units") based on the closing price of WPG Inc.'s common shares for the final

15

trading days of

2015.

Eventual recipients were eligible to receive a percentage of the Allocated Units based on the Company's performance on its strategic goals detailed in the Company's

2015

cash bonus plan and the Company's relative TSR compared to the MSCI REIT Index. Payout for

40%

of the Allocated Units was based on the Company's performance on the strategic goals and the payout on the remaining

60%

was based on the Company's TSR performance. The strategic goal component was achieved in

2015;

however, the TSR was below threshold performance, resulting in only a 

40%

payout for this annual LTIP award. During the

three

months ended

March

 

31,

2016,

the Company awarded

323,417

LTIP units related to the

2015

Annual Long-Term Incentive Awards, of which

108,118

vest in

one

-

third

installments on each of

January

1,

2017,

2018

and

2019.

The

94,106

LTIP units awarded to our former Executive Chairman fully vested on the grant date and the

121,193

LTIP units awarded to certain former executive officers fully vested on the applicable severance date during

2016

pursuant to the underlying severance arrangements.

Stock Options

During the

three

months ended

March

 

31,

2017,

no

stock options were granted from the Plan to employees,

1,566

stock options were exercised by employees and

34,452

stock options were canceled, forfeited or expired. As of

March

 

31,

2017,

there were

941,558

stock options outstanding.

During the

three

months ended

March

 

31,

2016,

no

stock options were granted from the Plan to employees,

no

stock options were exercised by employees and

1,000

stock options were canceled, forfeited or expired.

Share Award Related Compensation Expense

During the

three

months ended

March

31,

2017

and

2016,

the Company recorded share award related compensation expense pertaining to the award and option plans noted above of

$1.5

million and

$1.9

million (excluding the

$1.2

million reversal of previously recorded stock compensation expense associated with the forfeiture of grants to former executives during the

three

months ended

March

31,

2016),

respectively, in general and administrative expense within the consolidated statements of operations and comprehensive income. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause.

Distributions

During the

three

months ended

March

31,

2017

and

2016,

the Board declared common share/unit dividends of

$0.25

per common share/unit.

XML

Note 9 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

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. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Concentration of Credit Risk

Our properties rely heavily upon anchor or major

tenants

to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the enclosed retail properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or

tenant

accounts for

5%

or more of our consolidated revenues.

XML

Note 10 - Related Party Transactions

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

10.  Related Party Transactions

Transactions with Simon Property Group Inc.

The Company was formed in

2014

through a spin-off of certain properties from Simon Property Group, Inc. ("SPG"). SPG managed the day-to-day operations of our legacy SPG enclosed retail properties through

February

29,

2016

in accordance with property management agreements that expired as of

May

31,

2016.

Additionally, WPG and SPG entered into a transition services agreement pursuant to which SPG provided to WPG, on an interim, transitional basis after

May

28,

2014

through

May

31,

2016,

the date on which it was terminated, various services including administrative support for the community centers through

December

31,

2015,

information technology, property management, accounts payable and other financial functions, as well as engineering support, quality assurance support and other administrative services for the enclosed retail properties until

March

1,

2016.

Under the transition services agreement that terminated on

May

31,

2016,

SPG charged WPG, based upon SPG's allocation of certain shared costs such as insurance premiums, advertising and promotional programs, leasing and development fees. Amounts charged to expense for property management and common costs, services, and other as well as insurance premiums are included in property operating expenses in the consolidated statements of operations and comprehensive income. Additionally, leasing and development fees charged by SPG are capitalized by the property. WPG terminated the transition services agreement, all applicable property management agreements with SPG, and the property development agreement effective

May

31,

2016.

We did not incur any charges pertaining to the transition services agreements for the

three

months ended

March

 

31,

2017.

Charges for the consolidated and unconsolidated properties for the

three

months ended

March

 

31,

2016

are as follows:

	For the Three Months Ended March 31,
	2016
	Consolidated		Unconsolidated
Property management and common costs, services and other	$	5,238	$	124
Insurance premiums	$	—	$	—
Advertising and promotional programs	$	102	$	6
Capitalized leasing and development fees	$	1,168	$	8

XML

Note 11 - Earning Per Common Share/Unit

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Earnings Per Share [Text Block]

11.  Earnings Per Common Share/Unit

WPG Inc. Earnings Per Common Share

We determine WPG Inc.'s basic earnings per common share based on the weighted average number of shares 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 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 earnings per common share:

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Share, Basic:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Weighted average shares outstanding - basic		186,278,173		185,436,932
Earnings per common share, basic	$	0.05	$	0.05
Earnings Per Common Share, Diluted:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Net income attributable to common unitholders		1,754		1,605
Net income attributable to common shareholders - diluted	$	11,056	$	10,119
Weighted average common shares outstanding - basic		186,278,173		185,436,932
Weighted average operating partnership units outstanding		34,986,704		34,304,835
Weighted average additional dilutive securities outstanding		525,629		657,575
Weighted average common shares outstanding - diluted		221,790,506		220,399,342
Earnings per common share, diluted	$	0.05	$	0.05

For the

three

months ended

March

31,

2017

and

2016,

additional potentially dilutive securities include contingently-issuable outstanding stock options and performance based components of annual awards. We accrue distributions when they are declared.

WPG L.P. Earnings Per Common Unit

We determine WPG L.P.'s basic 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 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.

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

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Unit, Basic and Diluted:
Net income attributable to common unitholders - basic and diluted	$	11,056	$	10,119
Weighted average common units outstanding - basic		221,264,877		219,741,767
Weighted average additional dilutive securities outstanding		525,629		657,575
Weighted average units outstanding - diluted		221,790,506		220,399,342
Earnings per common unit, basic and diluted	$	0.05	$	0.05

For the

three

months ended

March

31,

2017

and

2016,

additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, WPG Inc.'s performance based components of annual awards, and WPG L.P.'s annual LTIP unit awards. We accrue distributions when they are declared.

XML

Note 12 - Subsequent Events

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

12.  Subsequent Events

On

April

25,

2017,

the Company completed a discounted payoff of the

$87.3

million mortgage loan secured by Mesa Mall for

$63.0

million and will retain ownership and management of the property. The Company will record a gain related to this repayment of approximately

$21.0

million for the

three

and

six

months ended

June

30,

2017.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Fair Value Measurement, Policy [Policy Text Block]

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”).

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.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic

820,

fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

Use of Estimates, Policy [Policy Text Block]

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 Reporting, Policy [Policy Text Block]

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 community centers, into

one

reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same

tenants.

New Accounting Pronouncements, Policy [Policy Text Block]

Ne

w Accounting Pronouncements

In

May

2014,

the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 

2014

-

09,

"Revenue from Contracts with Customers (Topic 

606)."

ASU No. 

2014

-

09

revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 

2014

-

09

either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On

July

9,

2015,

the FASB announced it would defer the effective date by

one

year to

December

15,

2017

for annual reporting periods beginning after that date. The FASB also decided to permit early adoption of the standard, but not before the original effective date of

December

15,

2016.

This new standard will be effective for the Company on

January

1,

2018

and, upon effectiveness, certain of our revenue streams will be impacted. The impacted revenue streams primarily consist of fees earned from management, development and leasing services provided to joint ventures in which we own an interest, sales of real estate and other ancillary income earned from our properties. During the

three

months ended

March

 

31,

2017,

these revenues were less than

2%

of consolidated revenue. We expect that fee income earned from our joint ventures for the above-mentioned services will generally be recognized in a manner consistent with our current measurement and patterns of recognition. As a result, we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations upon adoption in

2018.

We expect to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption.

In

February

2016,

the FASB issued ASU No.

2016

-

02,

"Leases (Topic

842)."

ASU No.

2016

-

02

amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. It is effective for fiscal years beginning after

December

15,

2018,

including interim periods within those fiscal years, with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. From a lessee perspective, the Company currently has

seven

ground leases that, under the new guidance, will result in the recognition of a lease liability and corresponding right-of-use asset. From a lessor perspective, the new guidance remains mostly similar to current rules, though contract consideration will now be allocated between lease and non-lease components. Non-lease component allocations will be recognized under ASU

2014

-

09,

and we expect that this will result in a different pattern of recognition for certain non-lease components, including for fixed common-area ("CAM") revenues. In addition, ASU

2016

-

02

limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase to general and administrative expenses, though the amount of such changes is highly dependent upon the leasing compensation structures in place at the time of adoption. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In

August

2016,

the FASB issued ASU

2016

-

15,

"Statement of Cash Flows (Topic

230)."

ASU No.

2016

-

15

is intended to reduce diversity in practice with respect to how certain transactions are classified in the statement of cash flows. It is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years with early adoption permitted. In addition, in

November

2016,

the Emerging Issues Task Force ("EITF") of the FASB issued EITF Issue

16

-A "Restricted Cash," requiring that a statement of cash flows explain the change during the period in total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash would be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is also effective for fiscal years beginning after

December

15,

2017,

including interim periods. These new standards require a retrospective transition approach. The Company has

$30.8

million and

$29.2

million of restricted cash on its consolidated balance sheets as of

March

 

31,

2017

and

December

 

31,

2016,

respectively, whose cash flow statement classification will change to align with the new guidance upon adoption of the EITF. We are currently evaluating our plans regarding the adoption of these new standards.

In

January

2017,

the FASB issued ASU

2017

-

01,

"Business Combinations (Topic

805):

Clarifying the Definition of a Business," that provides guidance to assist entities with evaluating when a set of transferred assets and activities (set) is a business. The new guidance requires an acquirer to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets; if so, the set of transferred assets and activities is not a business. The guidance is effective for fiscal years beginning after

December

15,

2017,

including interim periods within those fiscal years with early adoption permitted. The new guidance will be applied on a prospective basis for transactions that occur within the period of adoption. Upon adoption of this standard, the Company anticipates that more property acquisitions will be accounted for under asset acquisition accounting rather than business combination accounting, which will result in the capitalization of transactions costs rather than expensing of said costs under the current guidance. We early adopted this standard prospectively as of

January

1,

2017,

as permitted under the standard.

Deferred Costs and Other Assets [Policy Text Block]

Deferred Costs and Other Assets

On

January

4,

2017,

the remaining

$15.6

million outstanding on the promissory note receivable related to the

January

29,

2016

sale of Forest Mall, located in Fond Du Lac, Wisconsin, and Northlake Mall, located in Atlanta, Georgia, was received by the Company in full. The proceeds were used to reduce the balance of corporate debt.

On

February

28,

2017,

the buyer of Knoxville Center, located in Knoxville, Tennessee, extended the maturity of the

$6.2

million promissory note receivable, issued during the

August

19,

2016

sale of the property, to

April

28,

2017

and paid the Company

$0.4

million of the outstanding principal balance. As of

March

31,

2017,

the buyer was current on their interest payments.

Noncontrolling Interests [Policy Text Block]

Redeemable Noncontrolling Interests for WPG Inc.

Redeemable noncontrolling interests represent the underlying equity held by unaffiliated

third

parties in the consolidated joint venture entity that owns Arbor Hills, located in Ann Arbor, Michigan (the "Arbor Hills Venture") and the consolidated joint venture that owns 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 Venture," collectively) as well as the outstanding WPG L.P.

7.3%

Series I-

1

Preferred Units (the “Series I-

1

Preferred Units”). 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. During the

three

months ended

March

 

31,

2017,

the Company purchased all of the equity owned by such unaffiliated

third

parties related to the Arbor Hills Venture and the Oklahoma City Properties Venture, respectively. As of

March

 

31,

2017,

the aforementioned properties were wholly owned by the Company, and the only remaining redeemable noncontrolling interests relate to Series I-

1

Preferred Units.

XML

Note 4 - Investment in Real Estate (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

				Balance as of
Intangible Asset/Liability	Location on the Consolidated Balance Sheets	Weighted Average Remaining Amortization (in years)		March 31, 2017		December 31, 2016
Above-market leases - Company is lessor	Deferred costs and other assets		7.3	$	32,119	$	34,337
Below-market leases - Company is lessor	Accounts payable, accrued expenses, intangibles and deferred revenues		13.5	$	100,112	$	104,540
Above-market lease - Company is lessee	Accounts payable, accrued expenses, intangibles and deferred revenues		30.2	$	2,363	$	2,383
In-place leases	Deferred costs and other assets		10.0	$	65,972	$	70,907

XML

Note 5 - Investment In Unconsolidated Entities, at Equity (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Equity Method Investments [Table Text Block]

	Three Months Ended March 31,
	2017			2016
Total revenues	$	48,434		$	46,312
Operating expenses		20,591			19,306
Depreciation and amortization		19,034			20,044
Operating income		8,809			6,962
Interest expense, taxes, and other, net		(8,460	)		(7,889	)
Net income (loss) from the Company's unconsolidated real estate entities		349			(927	)
Our share of loss from the Company's unconsolidated real estate entities	$	(444	)	$	(1,161	)

XML

Note 6 - Indebtedness (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	March 31, 2017			December 31, 2016
Face amount of mortgage loans	$	1,603,806		$	1,610,429
Fair value adjustments, net		11,691			12,661
Debt issuance cost, net		(4,695	)		(5,010	)
Carrying value of mortgage loans	$	1,610,802		$	1,618,080

Roll Forward of Mortgage Indebtedness [Table Text Block]

Balance at December 31, 2016	$	1,618,080
Debt amortization payments		(6,623	)
Amortization of fair value and other adjustments		(970	)
Amortization of debt issuance costs		315
Balance at March 31, 2017	$	1,610,802

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

	March 31, 2017			December 31, 2016
Book value of fixed-rate mortgages (1)	$	1,352,706		$	1,359,329
Fair value of fixed-rate mortgages	$	1,395,559		$	1,403,103
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.80	%		3.79	%
Book value of fixed-rate unsecured debt (1)	$	1,290,000		$	1,290,000
Fair value of fixed-rate unsecured debt	$	1,265,188		$	1,261,858
Weighted average discount rates assumed in calculation of fair value for fixed-rate unsecured debt		2.86	%		2.86	%

XML

Note 7 - Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

Derivatives designated as hedging instruments:		Balance Sheet Location	March 31, 2017		December 31, 2016
Interest rate products	Asset derivatives	Deferred costs and other assets	$	8,223	$	5,754
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles and deferred revenues	$	—	$	2

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)				Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended						Three Months Ended					Three Months Ended
	March 31,						March 31,					March 31,
	2017		2016				2017		2016			2017		2016
Interest rate products	$	1,263	$	(15,397	)	Interest expense	$	1,086	$	1,931	Interest expense	$	92	$	(2,342	)

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at March 31, 2017
Derivative instruments, net	$	—	$	8,223	$	—	$	8,223

	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, 2016
Derivative instruments, net	$	—	$	5,752	$	—	$	5,752

XML

Note 10 - Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Related Party Transactions [Table Text Block]

	For the Three Months Ended March 31,
	2016
	Consolidated		Unconsolidated
Property management and common costs, services and other	$	5,238	$	124
Insurance premiums	$	—	$	—
Advertising and promotional programs	$	102	$	6
Capitalized leasing and development fees	$	1,168	$	8

XML

Note 11 - Earning Per Common Share/Unit (Tables)

3 Months Ended

Mar. 31, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Share, Basic:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Weighted average shares outstanding - basic		186,278,173		185,436,932
Earnings per common share, basic	$	0.05	$	0.05
Earnings Per Common Share, Diluted:
Net income attributable to common shareholders - basic	$	9,302	$	8,514
Net income attributable to common unitholders		1,754		1,605
Net income attributable to common shareholders - diluted	$	11,056	$	10,119
Weighted average common shares outstanding - basic		186,278,173		185,436,932
Weighted average operating partnership units outstanding		34,986,704		34,304,835
Weighted average additional dilutive securities outstanding		525,629		657,575
Weighted average common shares outstanding - diluted		221,790,506		220,399,342
Earnings per common share, diluted	$	0.05	$	0.05

	For the Three Months Ended March 31,
	2017		2016
Earnings Per Common Unit, Basic and Diluted:
Net income attributable to common unitholders - basic and diluted	$	11,056	$	10,119
Weighted average common units outstanding - basic		221,264,877		219,741,767
Weighted average additional dilutive securities outstanding		525,629		657,575
Weighted average units outstanding - diluted		221,790,506		220,399,342
Earnings per common unit, basic and diluted	$	0.05	$	0.05

XML

Note 1 - Organization (Details Textual) ft² in Millions	3 Months Ended
	Mar. 31, 2017 ft²
Real Estate Investment Trust Minimum Percentage Required for Distribution to Not Be Liable for Federal Income Taxes	100.00%
Shopping Centers [Member]
Number of Real Estate Properties	111
Area of Real Estate Property	60

XML

Note 2 - Basis of Presentation and Principles of Consolidation (Details Textual)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Threshold Ownership Interest Entity ControlIs That Properties Are Included in Financial Statements	100.00%
Washington Prime Group, L.P. [Member]
Noncontrolling Interest, Ownership Percentage by Parent	84.20%	84.10%
Washington Prime Group, L.P. [Member] | Weighted Average [Member]
Noncontrolling Interest, Ownership Percentage by Parent	84.10%		84.10%
Wholly Owned Properties [Member]
Number of Real Estate Properties	101
Partially Owned Properties [Member]
Number of Real Estate Properties	4
Corporate Joint Venture [Member]
Number of Real Estate Properties	6
Shopping Centers [Member]
Number of Real Estate Properties	111

XML

Note 3 - Summary of Significant Accounting Policies (Details Textual) $ in Millions			3 Months Ended
	Feb. 28, 2017 USD ($)	Jan. 04, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Aug. 19, 2016 USD ($)
Number of Reportable Segments			1
Number of Properties Subject to Ground Leases			7
Restricted Cash and Cash Equivalents			$ 30.8	$ 29.2
Series I-1 Preferred Units [Member]
Preferred Stock, Dividend Rate, Percentage			7.30%
Promissory Note related to Sale of Forest Mall and Northlake Mall [Member]
Proceeds from Collection of Notes Receivable		$ 15.6
Promissory Note Related to Sale of Knoxville Center [Member]
Proceeds from Collection of Notes Receivable	$ 0.4
Notes, Loans and Financing Receivable, Gross, Current					$ 6.2
Maximum [Member] | Sales Revenue, Net [Member] | Revenue from Fees Earned for Management, Development, and Leasing Services of Joint Ventures, Sales of Real Estate, and Other Ancillary Income Earned from Owned Properties [Member]
Concentration Risk, Percentage			2.00%

XML

Note 4 - Investment in Real Estate (Details Textual) - USD ($) $ in Thousands				3 Months Ended
	Feb. 21, 2017	Jan. 10, 2017	Jan. 29, 2016	Mar. 31, 2017	Mar. 31, 2016
Impairment of Real Estate				$ 8,509	$ 0
Gulf View Square and River Oaks Center [Member]
Sales of Real Estate	$ 42,000
Virginia Center Commons [Member]
Sales of Real Estate		$ 9,000
Gulf View Square, River Oaks Center, and Virginia Community Center Commons [Member]
Gain (Loss) on Disposition of Assets				$ 100
Forest Mall and Northlake Mall [Member]
Sales of Real Estate			$ 30,000
Gain (Loss) on Disposition of Assets					$ (2,200)

XML

Note 4 - Investment in Real Estate - Summary of Intangible Assets and Liabilities Associated With Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Deferred Costs and Other Assets [Member] | Above Market Leases, Lessor [Member]
Finite-lived Intangible Assets, Weighted Average Remaining Amortization (Year)	7 years 109 days
Finite-lived Intangible Assets, Balance	$ 32,119	$ 34,337
Deferred Costs and Other Assets [Member] | Leases, Acquired-in-Place [Member]
Finite-lived Intangible Assets, Weighted Average Remaining Amortization (Year)	10 years
Finite-lived Intangible Assets, Balance	$ 65,972	70,907
Accounts Payable Accrued Expenses Intangibles and Deferred Revenues [Member] | Below Market Leases, Lessor [Member]
Finite-lived Intangible Liabilities, Weighted Average Remaining Amortization (Year)	13 years 182 days
Finite-lived Intangible Liabilities, Balance	$ 100,112	104,540
Accounts Payable Accrued Expenses Intangibles and Deferred Revenues [Member] | Above Market Leases, Lessee [Member]
Finite-lived Intangible Liabilities, Weighted Average Remaining Amortization (Year)	30 years 73 days
Finite-lived Intangible Liabilities, Balance	$ 2,363	$ 2,383

XML

Note 5 - Investment In Unconsolidated Entities, at Equity (Details Textual) $ in Thousands			3 Months Ended
	Mar. 30, 2017 USD ($)	Mar. 29, 2017 USD ($)	Mar. 31, 2017 USD ($) ft²	Mar. 31, 2016 USD ($)	Mar. 02, 2017 USD ($) ft²	Dec. 31, 2016 USD ($)
Notes Payable			$ 247,817			$ 247,637
Other Income [Member] | Other Joint Venture [Member]
Management Fees Revenue			1,600	$ 1,500
O'Connor Joint Venture [Member] | Pearlridge Uptown II [Member]
Area of Real Estate Property | ft²					180,000
Purchase of Real Estate, Purchase Price					$ 70,000
O'Connor Joint Venture [Member]
Advances to Affiliate			$ 2,600			$ 2,500
Advances to Affiliate, Anticipated Repayment Term			1 year
The Seminole Joint Venture [Member]
Equity Method Investment, Ownership Percentage			22.00%
The Seminole Joint Venture [Member] | Direct Interest [Member]
Equity Method Investment, Ownership Percentage			45.00%
The Seminole Joint Venture [Member] | Seminole Town Center [Member]
Area of Real Estate Property | ft²			1,100,000
Other Joint Venture [Member] | Indirect Interest [Member]
Equity Method Investment, Ownership Percentage			12.50%
O'Connor Mall Partners LP [Member] | O'Connor Joint Venture [Member]
Equity Method Investment, Ownership Percentage			51.00%
Number of Real Estate Properties			5
O'Connor Mall Partners LP [Member] | O'Connor Joint Venture [Member] | Pearlridge Uptown II [Member] | Non-recourse Mortgage Note Payable [Member]
Notes Payable	$ 43,200
Debt Instrument, Term	8 years
Debt Instrument, Interest Rate, Stated Percentage	4.071%
O'Connor Mall Partners LP [Member] | O'Connor Joint Venture [Member] | Scottsdale Quarter, Block K and Block M [Member] | Non-recourse Mortgage Note Payable [Member]
Notes Payable		$ 55,000
Debt Instrument, Term		10 years
Debt Instrument, Interest Rate, Stated Percentage		4.36%

XML

Note 5 - Investment in Unconsolidated Entities, at Equity - Combined Statements of Operations for the Unconsolidated Joint Venture Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Total revenues	$ 48,434	$ 46,312
Operating expenses	20,591	19,306
Depreciation and amortization	19,034	20,044
Operating income	8,809	6,962
Interest expense, taxes, and other, net	(8,460)	(7,889)
Net income (loss) from the Company's unconsolidated real estate entities	349	(927)
Loss from unconsolidated entities, net	$ (444)	$ (1,161)

XML

Note 6 - Indebtedness (Details Textual) - USD ($) $ in Thousands							3 Months Ended	12 Months Ended
		Dec. 10, 2015	Oct. 21, 2015	Jun. 04, 2015	Mar. 24, 2015	May 15, 2014	Mar. 31, 2017	Dec. 31, 2016	Mar. 30, 2017	Jul. 06, 2016	Jun. 30, 2016	Jun. 06, 2016	Dec. 11, 2015	Jun. 19, 2015
Long-term Debt							$ 1,610,802	$ 1,618,080
Notes Payable							$ 247,817	247,637
Number of Properties Encumbered by Cross-Defaulted and Cross-Collateralized Mortgages							6
Interest Rate Swaption [Member] | Cash Flow Hedging [Member]
Derivative, Notional Amount													$ 340,000
December 2015 Term Loan [Member]
Long-term Debt							$ 337,100
Debt Issuance Costs, Net							2,900
Debt Instrument, Face Amount		$ 340,000
Debt Instrument, Interest Rate, Stated Percentage													3.51%
June 2015 Term Loan [Member]
Proceeds from Issuance of Long-term Debt				$ 500,000
June 2015 Term Loan [Member] | Interest Rate Swaption [Member]
Long-term Debt							497,800
Derivative, Notional Amount														$ 500,000
Debt Issuance Costs, Net							2,200
Debt Instrument, Interest Rate, Stated Percentage														2.56%
Exchange Offer [Member]
Debt Instrument, Face Amount Exchanged			$ 250,000
Exchange Notes [Member]
Debt Instrument, Interest Rate, Stated Percentage			3.85%
Debt Conversion, Converted Instrument, Amount			$ 250,000
Notes Payable Exchanged [Member]
Debt Conversion, Original Debt, Amount			$ 250,000
Mortgage Loan Secured by Valle Vista Mall [Member] | Consolidated Subsidiary of the Company [Member]
Debt Instrument, Debt Default, Amount									$ 40,000
Mortgage Loan Secured by Mesa Mall [Member] | Consolidated Subsidiary of the Company [Member]
Debt Instrument, Debt Default, Amount											$ 87,300
Mortgage Loan Secured by Southern Hills Mall [Member] | Consolidated Subsidiary of the Company [Member]
Debt Instrument, Debt Default, Amount												$ 99,500
London Interbank Offered Rate (LIBOR) [Member] | December 2015 Term Loan [Member]
Debt Instrument, Basis Spread on Variable Rate		1.80%
London Interbank Offered Rate (LIBOR) [Member] | June 2015 Term Loan [Member]
Debt Instrument, Basis Spread on Variable Rate				1.45%
Unsecured Debt [Member]
Long-term Debt	[1]						$ 1,290,000	$ 1,290,000
Fair Value Inputs, Discount Rate							2.86%	2.86%
Unsecured Debt [Member] | Term Loan [Member]
Debt Instrument, Number of Extension Options						1
Debt Instrument, Period of Extension Option						1 year
Long-term Debt						$ 500,000	$ 499,700
Debt Issuance Costs, Net							$ 300
Debt Instrument, Interest Rate, Effective Percentage							2.43%
Unsecured Debt [Member] | Term Loan [Member] | Interest Rate Swap [Member]
Derivative, Notional Amount										$ 200,000
Derivative, Fixed Interest Rate										2.04%
Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member]
Debt Instrument, Basis Spread on Variable Rate						1.45%	1.45%
Senior Notes [Member]
Debt Issuance Costs, Net							$ 2,200
Debt Instrument, Face Amount					$ 250,000
Debt Instrument, Interest Rate, Stated Percentage					3.85%
Proceeds from Issuance of Long-term Debt					$ 248,400
Fair Value Inputs, Discount Rate					0.028%
Notes Payable							247,800
Mortgages [Member]
Long-term Debt							1,610,802	$ 1,618,080
Debt Issuance Costs, Net							$ 4,695	$ 5,010
Secured Debt [Member]
Mortgage Loans on Real Estate, Number of Loans							30
Number of Partial Recourse Loans							1
Number of Full-Recourse Loans							1
Number of Cross-Defaulted and Cross-Collateralized Mortgage Pools With Collateral Properties							36
Number of Properties, Cross-Defaulted and Cross-Collateralized Mortgages, Total							2
Mortgage Loans On Real Estate, Minimum Number of Consecutive Quarters for Which Cash Levels Should Attain the Benchmark							2
Revolving Credit Facility [Member] | Unsecured Debt [Member]
Line of Credit Facility, Maximum Borrowing Capacity						$ 900,000
Debt Instrument, Number of Extension Options						2
Debt Instrument, Period of Extension Option						180 days
Long-term Debt							$ 293,000
Debt Issuance Costs, Net							1,500
Line of Credit Facility, Remaining Borrowing Capacity							606,700
Letters of Credit Outstanding, Amount							$ 300
Debt Instrument, Interest Rate, Effective Percentage							2.23%
Revolving Credit Facility [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate						1.25%	1.25%

[1] Excludes debt issuance costs and applicable debt discounts.

XML

Note 6 - Indebtedness - Mortgage Indebtedness (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Carrying value of mortgage loans	$ 1,610,802	$ 1,618,080
Mortgages [Member]
Face amount of mortgage loans	1,603,806	1,610,429
Fair value adjustments, net	11,691	12,661
Debt issuance cost, net	(4,695)	(5,010)
Carrying value of mortgage loans	$ 1,610,802	$ 1,618,080

XML

Note 6 - Indebtedness - Roll Forward of Mortgage Indebtedness (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Balance	$ 1,618,080
Balance	1,610,802
Mortgages [Member]
Balance	1,618,080
Debt amortization payments	(6,623)
Amortization of fair value and other adjustments	(970)
Amortization of debt issuance costs	315
Balance	$ 1,610,802

XML

Note 6 - Indebtedness - Fair Value of Debt (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
		Mar. 31, 2017	Dec. 31, 2016
Mortgage notes payable		$ 1,610,802	$ 1,618,080
Unsecured Debt [Member]
Mortgage notes payable	[1]	1,290,000	1,290,000
Fair value of financial instrument		$ 1,265,188	$ 1,261,858
Weighted average discount rates assumed in calculation of fair value for financial instruments		2.86%	2.86%
Fixed Rate Mortgage [Member] | Secured Debt [Member]
Mortgage notes payable	[1]	$ 1,352,706	$ 1,359,329
Fair value of financial instrument		$ 1,395,559	$ 1,403,103
Weighted average discount rates assumed in calculation of fair value for financial instruments		3.80%	3.79%

[1] Excludes debt issuance costs and applicable debt discounts.

XML

Note 7 - Derivative Financial Instruments (Details Textual)	3 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Derivative, Net Hedge Ineffectiveness Gain (Loss)	$ 100,000	$ (2,300,000)
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	400,000
Interest Rate Cash Flow Hedge Liability at Fair Value	8,223,000		$ 5,752,000
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0
Maximum [Member]
Loss Contingency, Estimate of Possible Loss	0
Deferred Costs and Other Assets [Member]
Interest Rate Derivative Assets, at Fair Value	8,223,000		5,754,000
Accounts Payable and Accrued Liabilities [Member]
Interest Rate Cash Flow Hedge Liability at Fair Value	$ 0		2,000
Interest Rate Cap [Member] | Cash Flow Hedging [Member]
Derivative, Number of Instruments Held	15
Derivative, Notional Amount	$ 1,139,600,000
Interest Rate Swap [Member] | Deferred Costs and Other Assets [Member]
Interest Rate Derivative Assets, at Fair Value	$ 8,223,000		$ 5,754,000
December 2015 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt, Floor Interest Rate	0.00%

XML

Note 7 - Derivative Financial Instruments - Fair Value of Derivative Financial Instruments (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Derivative instruments, net	$ 8,223,000	$ 5,752,000
Deferred Costs and Other Assets [Member]
Asset derivatives	8,223,000	5,754,000
Accounts Payable and Accrued Liabilities [Member]
Derivative instruments, net	$ 0	$ 2,000

XML

Note 7 - Derivative Financial Instruments - Effect of Derivative Financial Instruments (Details) - Interest Rate Derivative [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest Expense [Member]
Interest rate products	$ 1,086	$ 1,931
Interest rate products	92	(2,342)
Other Comprehensive Income (Loss) [Member]
Interest rate products	$ 1,263	$ (15,397)

XML

Note 7 - Derivative Financial Instruments - Liabilities Measured on a Nonrecurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Derivative instruments, net	$ 8,223	$ 5,752
Fair Value, Inputs, Level 1 [Member]
Derivative instruments, net	0	0
Fair Value, Inputs, Level 2 [Member]
Derivative instruments, net	8,223	5,752
Fair Value, Inputs, Level 3 [Member]
Derivative instruments, net	$ 0	$ 0

XML

Note 8 - Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		12 Months Ended
	Feb. 21, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Mar. 27, 2015	May 28, 2014
Common Stock, Capital Shares Reserved for Future Issuance		35,127,735
Allocated Share-based Compensation Expense Reversal			$ 1.2
Common Stock, Dividends, Per Share, Declared		$ 0.25	$ 0.25
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		1,566	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period		34,452	1,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		941,558
Allocated Share-based Compensation Expense		$ 1.5	$ 1.9
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		0	0
Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized							10,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Annually Available for Grant Per Participant							500,000
The 2017 Annual Long-term Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Shares, Contingent Right	1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		358,198
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Grant Date Fair Value, Grants During Period		$ 3.4
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
The 2017 Annual Long-term Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		33.33%
The 2017 Annual Long-term Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
The 2017 Annual Long-term Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
The 2017 Annual Long-term Incentive Awards [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		358,198
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Grant Date Fair Value, Grants During Period		$ 2.8
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
The 2017 Annual Long-term Incentive Awards [Member] | Performance Shares [Member] | Minimum [Member]
Percentage of Awards Earned Based on Achievement of TSR Goals		0.00%
The 2017 Annual Long-term Incentive Awards [Member] | Performance Shares [Member] | Maximum [Member]
Percentage of Awards Earned Based on Achievement of TSR Goals		150.00%
The 2016 Annual Long-term Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		324,237
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Grant Date Fair Value, Grants During Period		$ 2.2
The 2016 Annual Long-term Incentive Awards [Member] | Long Term Incentive Plan Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Employee Subscription Rate				30.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate				100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards, Calculation Input				15 days
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Awards That Can Be Available for Grant With Respect to Each Performance Period Granted Based On Achievement of Strategic Goals				50.00%
Share Based Compensation Arrangement By Share Based Payment Award Percentage of Awards That Can Be Available for Grant With Respect to Each Performance Period Granted Based on Achievement of Absolute TSR Goals				50.00%
Share-based Compensation Payment by Share-based Payment Award, Achievement of Strategic Goal and TSR Performance, Payout, Expected Percentage				100.00%
The 2016 Annual Long-term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				33.33%
The 2016 Annual Long-term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				33.33%
The 2016 Annual Long-term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				33.33%
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			323,417
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Employee Subscription Rate						30.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate						300.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards, Calculation Input					15 days
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Awards That Can Be Available for Grant With Respect to Each Performance Period Granted Based On Achievement of Strategic Goals					40.00%
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Awards That Can Be Available for Grant With Respect to Each Performance Period Granted Based On Achievement of TSR Performance					60.00%
Share-based Compensation Arrangement by Share-based Payment Award, Payout, Percentage of Allocated Units Paid Out					40.00%
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Board of Directors Chairman [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period				94,106
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Certain Former Executive Officers [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period				121,193
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			33.33%
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				33.33%
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Vesting in Three Installments [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			108,118
The 2015 Annual Long-Term Incentive Awards [Member] | Long Term Incentive Plan Units [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				33.33%

XML

Note 9 - Commitments and Contingencies (Details Textual)	3 Months Ended
	Mar. 31, 2017
Sales Revenue, Net [Member] | Customer Concentration Risk [Member]
Concentration Risk, Percentage	5.00%

XML

Note 10 - Related Party Transactions - Charges for Properties, Consolidated and Unconsolidated (Details) - Simon Property Group, Inc. [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Consolidated Properties [Member] | Property Management Costs, Services and Other [Member]
Amounts charged to related party	$ 5,238
Consolidated Properties [Member] | Insurance Premiums [Member]
Amounts charged to related party	0
Consolidated Properties [Member] | Selling and Marketing Expense [Member]
Amounts charged to related party	102
Consolidated Properties [Member] | Capitalized Leasing and Development Fees [Member]
Amounts charged to related party	1,168
Unconsolidated Properties [Member] | Property Management Costs, Services and Other [Member]
Amounts charged to related party	124
Unconsolidated Properties [Member] | Insurance Premiums [Member]
Amounts charged to related party	0
Unconsolidated Properties [Member] | Selling and Marketing Expense [Member]
Amounts charged to related party	6
Unconsolidated Properties [Member] | Capitalized Leasing and Development Fees [Member]
Amounts charged to related party	$ 8

XML

Note 11 - Earnings Per Common Share/Unit - Basic and Diluted Earnings Per Share Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Common Share, Basic:
Net income attributable to common shareholders - basic	$ 9,302	$ 8,514
Weighted average shares outstanding - basic (in shares)	186,278,173	185,436,932
Earnings per common share, basic (in dollars per share)	$ 0.05	$ 0.05
Earnings Per Common Share, Diluted:
Net income attributable to common shareholders - basic	$ 9,302	$ 8,514
Net income attributable to common unitholders	1,754	1,605
Net income attributable to common shareholders - diluted	$ 11,056	$ 10,119
Weighted average shares outstanding - basic (in shares)	186,278,173	185,436,932
Weighted average operating partnership units outstanding (in shares)	34,986,704	34,304,835
Weighted average additional dilutive securities outstanding (in shares)	525,629	657,575
Weighted average common shares outstanding - diluted (in shares)	221,790,506	220,399,342
Earnings per common share, diluted (in dollars per share)	$ 0.05	$ 0.05
Earnings Per Common Unit, Basic and Diluted:
Net income attributable to common shareholders - diluted	$ 11,056	$ 10,119
Washington Prime [Member]
Earnings Per Common Share, Diluted:
Net income attributable to common shareholders - diluted	11,056	10,119
Earnings Per Common Unit, Basic and Diluted:
Net income attributable to common shareholders - diluted	$ 11,056	$ 10,119
Weighted average common units outstanding - basic (in shares)	221,264,877	219,741,767
Weighted average additional dilutive securities outstanding (in shares)	525,629	657,575
Weighted average units outstanding - diluted (in shares)	221,790,506	220,399,342
Earnings per common unit, basic and diluted (in dollars per share)	$ 0.05	$ 0.05

XML

Note 12 - Subsequent Events (Details Textual) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	Apr. 25, 2017	Jun. 30, 2017	Mar. 31, 2017	Mar. 31, 2016	Jun. 30, 2017
Repayments of Long-term Debt			$ 104,623	$ 18,658
Mortgage Loan Secured by Mesa Mall [Member] | Scenario, Forecast [Member]
Gain (Loss) on Extinguishment of Debt		$ 21,000			$ 21,000
Subsequent Event [Member] | Mortgage Loan Secured by Mesa Mall [Member]
Debt Instrument, Face Amount	$ 87,300
Repayments of Long-term Debt	$ 63,000