8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 2, 2018

SERITAGE GROWTH PROPERTIES

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Fifth Avenue, Suite 1530 New York, New York		10110
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212) 355-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 2, 2018, Seritage Growth Properties issued a press release regarding its financial results for the quarter ended June 30, 2018. A copy of the press release is furnished as Exhibit 99.1 to this report.

In addition, on August 2, 2018, Seritage Growth Properties published certain supplementary financial information relating to the quarter ended June 30, 2018.  Such information is furnished as Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated August 2, 2018, furnished pursuant to Item 2.02.
99.2	Supplementary Financial Information dated August 2, 2018, furnished pursuant to Item 2.02.

SIGNATURE

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 hereunto duly authorized.

SERITAGE GROWTH PROPERTIES
By:	/s/ Matthew Fernand
	Matthew Fernand
	Executive Vice President, General Counsel & Secretary

Date: August 2, 2018

EX-99.1

Exhibit 99.1

Seritage Growth Properties Reports Second Quarter 2018 Operating Results

New York, NY – August 2, 2018 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 248 retail properties totaling approximately 39 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the three and six months ended June 30, 2018.

Summary of Financial Results

For the three months ended June 30, 2018:

• Net loss attributable to common shareholders of $8.0 million, or $0.23 per diluted share

• Total Net Operating Income (“Total NOI”) of $36.5 million

• Funds from Operations (“FFO”) of $6.5 million, or $0.12 per diluted share

• Company FFO of $8.5 million, or $0.15 per diluted share

For the six months ended June 30, 2018:

• Net income attributable to common shareholders of $1.1 million, or $0.03 per diluted share

• Total Net Operating Income (“Total NOI”) of $73.3 million

• Funds from Operations (“FFO”) of $17.5 million, or $0.31 per diluted share

• Company FFO of $21.0 million, or $0.38 per diluted share

“We are pleased with our strong second quarter highlighted by 853,000 square feet of newly signed leases and the commencement of five new redevelopment projects and one expansion project for a total investment of $58.2 million.  Our annual base rent from diversified, non-Sears tenants is now approximately $127.3 million, or 57% of total rent, including all signed leases, and a 190% increase since our inception three years ago,” said Benjamin Schall, President and Chief Executive Officer.  “Additionally, as we continue to position Seritage as a preferred partner for institutional capital providers, we were pleased to form two new joint ventures with equity partners this quarter to own and redevelop our properties in La Jolla, California and West Hartford, Connecticut.  And, subsequent to the quarter end, we announced a new $2.0 billion term loan with Berkshire Hathaway, a transformational step for the company and one that provides our platform with enhanced liquidity and flexibility to further capitalize on our pipeline of opportunities.”

Operating Highlights

During the quarter ended June 30, 2018, including the Company’s proportional share of its unconsolidated joint ventures:

• Signed new leases totaling 853,000 square feet at an average rent of $14.19 PSF.  Since the Company’s inception in July 2015, new leasing activity has totaled nearly 6.1 million square feet at an average rent of $17.45 PSF.

• Achieved releasing multiples of 3.6x for space currently or formerly occupied by Sears Holdings Corporation (“Sears Holdings” or “Sears”), with new rents averaging $14.19 PSF compared to $3.96 PSF paid by Sears Holdings.  Since inception, releasing multiples have averaged 4.1x, with new rents at $17.58 PSF compared to $4.32 PSF paid by Sears Holdings.

• Increased annual base rent from diversified, non-Sears tenants to 56.9% of total annual base rent from 44.0% in the prior year period, including all signed leases and net of rent attributable to associated space to be recaptured.  Diversified, non-Sears rental income has increased by over 190% since inception to $127.3 million, including all signed leases.

• Annualized Total NOI was an estimated $209.1 million, including all signed leases and net of rent attributable to associated space to be recaptured.

1

During the quarter ended June 30, 2018:

• Announced five new redevelopment projects and expanded one previously announced project representing an aggregate incremental investment of $58.2 million.  Total redevelopment program to date includes 88 projects completed or commenced representing over $1.3 billion of estimated capital investment.

• Formed a joint venture partnership to own The Collection at UTC, the 226,200 SF redevelopment of the former Sears store and auto center at Westfield UTC in La Jolla, California. The transaction valued the property at approximately $165.0 million, including costs remaining to complete the project.

• Formed a joint venture partnership to own The Corbin Collection, the 163,700 SF redevelopment of the former Sears store and auto center in West Hartford, CT.  The transaction valued the property at approximately $52.0 million, including costs remaining to complete the project.

In addition, subsequent to the quarter end, the Company entered into a new $2.0 billion term loan facility with Berkshire Hathaway Life Insurance Company.  The term loan facility, which matures on July 31, 2023, provided for an initial funding of $1.6 billion at closing and includes a committed $400 million incremental funding facility.

Financial Results

Net Income / Net Loss

For the three months ended June 30, 2018, net loss attributable to Class A and Class C shareholders was $8.0 million, or $0.23 per diluted share, as compared to a net loss of $21.2 million, or $0.63 per diluted share, for the prior year period.  For the six months ended June 30, 2018, net income attributable to Class A and Class C shareholders was $1.1 million, or $0.03 per diluted share, as compared to a net loss of $41.1 million, or $1.22 per diluted share, for the prior year period.

Total NOI

For the three months ended June 30, 2018, Total NOI, which includes the Company’s proportional share of NOI from properties owned through investments in its unconsolidated joint ventures, was $36.5 million as compared to $44.7 million for the prior year period.  For the six months ended June 30, 2018, Total NOI was $73.3 million as compared to $91.6 million for the prior year period.

The decrease in Total NOI in both periods was driven primarily by reduced rental income under the master lease with Sears Holdings as a result of recapture and termination activity at our wholly-owned properties.  Since inception, approximately 13.3 million square feet of leased space, representing approximately $52.2 million of annual base rent, has been taken offline through recapture and termination activity.  The Company has signed new leases totaling approximately 6.1 million square feet to diversified, non-Sears tenants for an aggregate annual base rent of approximately $106.0 million.  The majority of our remaining signed but not opened (“SNO”) leases, which totaled $70.6 million as of June 30, 2018, are expected to begin paying rent over the next 6-18 months and, subject to additional recapture and termination activity, the Company expects Total NOI to increase as SNO leases convert to rent paying and as the Company signs new leases with diversified, non-Sears tenants to occupy currently unleased space.

In addition, the Company sold its interests in 13 unconsolidated joint venture properties and 50% interests in five wholly-owned properties in the second half of 2017 and sold 50% interests in three wholly-owned properties in the first half of 2018, which contributed to the decrease in Total NOI.

FFO and Company FFO

For the three months ended June 30, 2018, FFO, as calculated in accordance with NAREIT, was $6.5 million, or $0.12 per diluted share, as compared to $23.8 million, or $0.43 per diluted share, for the prior year period.  For the six months ended June 30, 2018, FFO was $17.5 million, or $0.31 per diluted share, as compared to $54.8 million, or $0.99 per diluted share, for the prior year period.

For the three months ended, June 30, 2018, Company FFO was $8.5 million, or $0.15 per diluted share, as compared to $25.7 million, or $0.46 per diluted share, for the prior year period.  For the six months ended June 30, 2018, Company FFO was $21.0 million, or $0.38 per diluted share, as compared to $52.7 million, or $0.95 per diluted share, for the prior year period.

The decreases in FFO and Company FFO in both periods were driven by the same factors driving the decrease in Total NOI, as well as lower termination fee income, lower straight-line rent as a result of recapture and termination activity at our properties, higher G&A expenses driven by our growing platform and the outperformance of targets related to performance-based restricted stock, and dividends related to preferred equity issued in the fourth quarter of 2017.

2

Portfolio Summary

As of June 30, 2018, the Company’s portfolio included interests in 248 retail properties totaling approximately 39 million square feet of gross leasable area, including 222 wholly-owned properties and 26 properties owned through investments in unconsolidated joint ventures.  The Company’s portfolio includes 119 properties attached to regional malls and 129 shopping center or freestanding properties.

The portfolio was 81.3% leased, including unconsolidated joint ventures at the Company’s proportional share, and included 58 properties leased only to diversified, non-Sears tenants, 85 properties leased to Sears Holdings and one or more diversified, non-Sears tenants, and 81 properties leased only to Sears Holdings; 24 properties in the portfolio were vacant as of June 30, 2018.  Of the properties leased to Sears Holdings, 124 operated under the Sears brand and 42 operated under the Kmart brand.

The unleased space as of June 30, 2018 included approximately 2.1 million SF of remaining lease-up at announced redevelopment projects, and approximately 4.7 million SF of additional leasing opportunity at properties in the Company’s redevelopment pipeline.

During the quarter ended June 30, 2018, the Company formed two new joint venture partnerships to own The Collection at UTC and the Corbin Collection, redevelopments of former Sears stores in La Jolla, CA and West Hartford, CT, respectively, and sold a former Sears store and redeveloped auto center in Hagerstown, MD.

Leasing Update

During the quarter ended June 30, 2018, the Company signed new leases totaling 853,000 square feet at an average annual base rent of $14.19 PSF.  On a same-space basis, new rents averaged 3.6x prior rents for space currently or formerly occupied by Sears Holdings, increasing to $14.19 PSF for new tenants compared to $3.96 PSF paid by Sears Holdings across 853,000 square feet.

The table below provides a summary of the Company’s leasing activity since inception, including unconsolidated joint ventures presented at the Company’s proportional share:

(in thousands except number of leases and PSF data)
	Total								Release of Sears Holdings Space
			Leased		Annual		Annual				Leased		Annual		Annual		Releasing
Period	Leases		GLA		Rent		Rent PSF		Leases		GLA		Rent		Rent PSF		Multiple
2015		9		154	$	4,650	$	30.28		6		130	$	3,820	$	29.41		4.4	x
2016		65		2,070		36,600		17.68		59		1,882		33,610		17.86		4.5	x
2017		94		2,606		44,717		17.16		86		2,476		43,299		17.49		4.0	x
Q1 2018		20		391		7,915		20.24		19		389		7,891		20.29		4.1	x
Q2 2018		43		853		12,100		14.19		43		853		12,100		14.19		3.6	x
Total		231		6,074	$	105,982	$	17.45		213		5,730	$	100,720	$	17.58		4.1	x

During the quarter ended June 30, 2018, the Company added $12.1 million of new diversified, non-Sears income and increased annual base rent attributable to diversified, non-Sears tenants to 56.9% of total annual base rent from 44.0% as of June 30, 2017, including all signed leases and net of rent attributable to the associated space to be recaptured.

The table below provides a summary of all the Company’s signed leases as of June 30, 2018, including unconsolidated joint ventures presented at the Company’s proportional share:

(in thousands except number of leases and PSF data)
	Number of		Leased		% of Total			Annual		% of Total			Annual
Tenant	Leases		GLA		Leased GLA			Rent		Annual Rent			Rent PSF
Sears Holdings (1)		166		21,253		71.9	%	$	96,567		43.1	%	$	4.54
In-place diversified, non-Sears leases		234		4,355		14.7	%		56,778		25.4	%		13.04
SNO diversified, non-Sears leases		144		3,963		13.4	%		70,560		31.5	%		17.80
Sub-total diversified, non-Sears leases		378		8,318		28.1	%		127,338		56.9	%		15.31
Total		544		29,571		100.0	%	$	223,905		100.0	%	$	7.57

(1) Leases reflects number of properties subject to the Master Lease and JV Master Leases.

3

Development Update

Wholly-Owned Properties

During the quarter ended June 30, 2018, the Company commenced five new redevelopment projects representing an estimated total investment of $53.4 million and expanded one previously announced project representing an estimated incremental and total investment of $4.8 million and $11.3 million, respectively.

The table below summarizes project commencements in the Company’s wholly-owned portfolio since inception:

(in thousands)					Estimated		Estimated
	Number		Project		Development		Project
Quarter	of Projects		Square Feet		Costs (1)		Costs (1)
Acquired (2)		15			$	63,600	$	63,600
2015		5		352		51,500		64,200
2016 (3)		28		2,677		353,600		370,700
2017 (3)		30		3,517		650,000		693,600
Q1 2018		5		822		96,900		99,300
Q2 2018		5		547		53,400		53,400
Total		88		7,915	$	1,269,000	$	1,344,800

(1) Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties.

(2) Projects were in various stages of development when acquired by the Company in July 2015.

(3) Includes subsequent expansions to previously announced projects.

As of June 30, 2018, the Company had originated 73 wholly-owned projects since the Company’s inception.  These projects represent an estimated total investment of $1,281 million ($1,179 million at share), of which an estimated $881 million ($818 million at share) remains to be spent, and are expected to generate an incremental yield on cost of approximately 11.0%.

The table below provides additional information regarding the Company’s wholly-owned development activity from inception through June 30, 2018:

(in thousands)
					Estimated		Estimated								Estimated
	Number		Project		Development		Project		Projected Annual Income (2)						Incremental
Estimated Project Costs (1)	of Projects		Square Feet		Costs (1)		Costs (1)		Total		Existing		Incremental		Yield (3)
< $10,000		25		1,684	$	118,200	$	118,200	$	20,500	$	4,700	$	15,800
$10,001 - $20,000 (4)		29		3,001		380,700		400,600		57,200		15,200		41,800
> $20,001		19		3,230		706,500		762,400		104,300		21,800		82,500
Announced projects		73		7,915	$	1,205,400	$	1,281,200	$	182,000	$	41,700	$	140,100	10.5-11.5%
Acquired projects		15				63,600		63,600
Total projects		88			$	1,269,000	$	1,344,800

(1) Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties.

(2) Projected annual income includes assumptions on stabilized rents to be achieved for space under redevelopment.  There can be no assurance that stabilized rent targets will be achieved.

(3) Projected incremental annual income divided by total estimated project costs.

(4) Includes Saugus, MA project which has been temporarily postponed while the Company identifies a new lead tenant.

4

The tables below provide brief descriptions of each of the redevelopment projects originated on the Company’s platform since its inception:

Total Project Costs under $10 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
King of Prussia, PA	Repurpose former auto center space for Outback Steakhouse, Yard House and small shop retail		29,100	Complete
Merrillville, IN	Termination property; redevelop existing store for At Home and small shop retail		132,000	Complete
Elkhart, IN	Termination property; existing store has been released to Big R Stores		86,500	Complete
San Antonio, TX	Recapture and repurpose auto center space for Orvis, Jared's Jeweler, Shake Shack and small shop retail		18,900	Complete
Bowie, MD	Recapture and repurpose auto center space for BJ's Brewhouse		8,200	Complete
Troy, MI	Partial recapture; redevelop existing store for At Home		100,000	Complete
Roseville, MI	Partial recapture; redevelop existing store for At Home		100,400	Complete
Rehoboth Beach, DE	Partial recapture; redevelop existing store for andThat! and PetSmart		56,700	Complete
Henderson, NV	Termination property; redevelop existing store for At Home, Seafood City, Blink Fitness and additional retail		144,400	Complete
Cullman, AL	Termination property; redevelop existing store for Bargain Hunt, Tractor Supply and Planet Fitness		99,000	Complete
Albany, NY	Recapture and repurpose auto center space for BJ's Brewhouse, Ethan Allen and additional small shop retail		28,000	Substantially complete
Hagerstown, MD	Recapture and repurpose auto center space for BJ's Brewhouse, Verizon and additional retail Note: property sold in Q2 2018		15,400	Substantially complete
Jefferson City, MO	Termination property; redevelop existing store for Orscheln Farm and Home		96,000	Substantially complete
Kearney, NE	Termination property; redevelop existing store for Marshall's, PetSmart and additional junior anchors		92,500	Substantially complete
Ft. Wayne, IN	Site densification (project expansion); new outparcels for BJ's Brewhouse and Chick-Fil-A		12,000	Substantially complete
Guaynabo, PR	Partial recapture; redevelop existing store for Planet Fitness, Capri and additional retail and restaurants		56,100	Underway	Q3 2018
Florissant, MO	Site densification; new outparcel for Chick-Fil-A		5,000	Underway	Q3 2018
Dayton, OH	Recapture and repurpose auto center space for Outback Steakhouse and additional restaurants		14,100	Underway	Q4 2018
New Iberia, LA	Termination property; redevelop existing store for Rouses Supermarkets, Hobby Lobby and small shop retail		93,100	Underway	Q1 2019
North Little Rock, AR	Recapture and repurpose auto center space for LongHorn Steakhouse and additional small shop retail		17,300	Underway	Q2 2019
St. Clair Shores, MI	100% recapture; demolish existing store and develop site for new Kroger grocery store		107,200	Underway	Q2 2019
Hopkinsville, KY	Termination property; redevelop existing store for Bargain Hunt, Farmer's Furniture and additional junior anchors and small shop retail		87,900	Q3 2018	Q2 2019
Mt. Pleasant, PA	Termination property; redevelop existing store for Aldi, Big Lots and additional retail		86,300	Q3 2018	Q3 2019
Oklahoma City, OK	Site densification; new fitness center for Vasa Fitness		59,500	Q3 2018	Q3 2019
Gainesville, FL	Termination property; redevelop existing store for Florida Clinical Practice Association / University of Florida College of Medicine		139,100	Q4 2018	Q4 2019

5

Total Project Costs $10 - $20 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
Braintree, MA	100% recapture; redevelop existing store for Nordstrom Rack, Saks OFF 5th and additional retail		90,000	Complete
Honolulu, HI	100% recapture; redevelop existing store for Longs Drugs (CVS), PetSmart and Ross Dress for Less		79,000	Complete
Anderson, SC	100% recapture (project expansion); redevelop existing store for Burlington Stores, Gold's Gym, Sportsman's Warehouse, additional retail and restaurants		111,300	Complete
West Jordan, UT	Partial recapture; redevelop existing store and attached auto center for Burlington Stores and additional retail		81,400	Substantially complete
Madison, WI	Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants		75,300	Substantially complete
Thornton, CO	Termination property; redevelop existing store for Vasa Fitness and additional junior anchors		191,600	Substantially complete
Springfield, IL	Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Marshall's, Orangetheory Fitness, Outback Steakhouse, CoreLife Eatery and additional small shop retail		133,400	Substantially complete
Orlando, FL	100% recapture; demolish and construct new buildings for Floor & Décor, Orchard Supply Hardware, LongHorn Steakhouse, Mission BBQ, Olive Garden and additional small shop retail and restaurants		139,200	Substantially complete
Cockeysville, MD	Partial recapture; redevelop existing store for HomeGoods, Michael's Stores, additional junior anchors and restaurants		83,500	Underway	Q3 2018
Charleston, SC	100% recapture (project expansion); redevelop existing store and detached auto center for Burlington Stores and additional retail		126,700	Underway	Q3 2018
NorthHollywood, CA	Partial recapture; redevelop existing store for Burlington Stores and Ross Dress for Less		79,800	Underway	Q3 2018
Salem, NH	Site densification; new theatre for Cinemark Recapture and repurpose auto center for restaurant space		71,200	Underway	Q3 2018
Paducah, KY	Termination property; redevelop existing store for Burlington Stores, Ross Dress for Less and additional retail		102,300	Underway	Q3 2018
Fairfax, VA	Partial recapture; redevelop existing store and attached auto center for Dave & Busters, Seasons 52, additional junior anchors and restaurants		110,300	Underway	Q4 2018
North Miami, FL	100% recapture; redevelop existing store for Blink Fitness, Burlington Stores, Michael's and Ross Dress for Less		124,300	Underway	Q4 2018
Hialeah, FL	100% recapture; redevelop existing store for Bed, Bath & Beyond, Ross Dress for Less and dd's Discounts to join current tenant, Aldi		88,400	Underway	Q4 2018
Warwick, RI	Termination property (project expansion); redevelop existing store and detached auto center for At Home, BJ's Brewhouse, Raymour & Flanigan and additional retail		190,700	Underway	Q4 2018
Temecula, CA	Partial recapture; redevelop existing store and detached auto center for Round One, small shop retail and restaurants		65,100	Underway	Q4 2018
Canton, OH	Partial recapture; redevelop existing store for Dave & Busters and restaurants		83,900	Underway	Q2 2019
North Riverside, IL	Partial recapture; redevelop existing store and detached auto center for Blink Fitness, Round One and additional junior anchors, small shop retail and restaurants		103,900	Underway	Q2 2019
Olean, NY	Termination property (project expansion); redevelop existing store for Marshall's, Ollie's Bargain Basement and additional retail		125,700	Underway	Q2 2019
Las Vegas, NV	Partial recapture; redevelop existing store for Round One and additional retail		78,800	Q3 2018	Q3 2019
Yorktown Heights, NY	Partial recapture; redevelop existing store for 24 Hour Fitness and additional retail		85,200	Q3 2018	Q4 2019
Santa Cruz, CA	Partial recapture; redevelop existing store for TJ Maxx, HomeGoods and additional junior anchors		62,200	Q4 2018	Q4 2019
El Paso, TX	Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts and additional retail		114,700	Q4 2018	Q4 2019
Warrenton, VA	Termination property; redevelop existing store for Homegoods and additional retail		97,300	Q1 2019	Q3 2019
Pensacola, FL	Termination property; redevelop existing store for Lucky's Market, large format retail and restaurants		134,700	Q1 2019	Q1 2020
Vancouver, WA	Partial recapture; redevelop existing store for Round One and additional retail and restaurants		72,400	Q1 2019	Q2 2020

6

Total Project Costs over $20 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
Memphis, TN	100% recapture; demolish and construct new buildings for LA Fitness, Nordstrom Rack, Ulta Beauty, Hopdoddy Burger Bar and additional junior anchors, restaurants and small shop retail		135,200	Substantially complete
WestHartford, CT	100% recapture; redevelop existing store and detached auto center for Buy Buy Baby, Cost Plus World Market, REI, Saks OFF Fifth, other junior anchors, Shake Shack and additional small shop retail Note: contributed to West Hartford JV in Q2 2018		147,600	Substantially complete
St. Petersburg, FL	100% recapture; demolish and construct new buildings for Dick's Sporting Goods, Lucky's Market, PetSmart, Five Below, Chili's Grill & Bar, Pollo Tropical, LongHorn Steakhouse, Verizon and additional small shop retail and restaurants		142,400	Substantially complete
Wayne, NJ	Partial recapture (project expansion); redevelop existing store and detached auto center for Cinemark, Dave & Busters and additional junior anchors and restaurants Note: contributed to GGP II JV in Q3 2017		156,700	Underway	Q3 2018
Carson, CA	100% recapture (project expansion); redevelop existing store for Burlington Stores, Ross Dress for Less, Gold's Gym and additional retail		163,800	Underway	Q1 2019
Watchung, NJ	100% recapture; demolish full-line store and detached auto center and construct new buildings for Cinemark, HomeSense, Sierra Trading Post, Ulta Beauty and small shop retail and restaurants		126,700	Underway	Q2 2019
Santa Monica, CA	100% recapture; redevelop existing building into premier, mixed-use asset featuring unique, small-shop retail and creative office space Note: contributed to Mark 302 JV in Q1 2018		96,500	Underway	Q4 2019
Aventura, FL	100% recapture; demolish existing store and construct new, multi-level open air retail destination featuring a leading collection of experiential shopping, dining and entertainment concepts alongside a treelined esplanade and activated plazas		216,600	Underway	Q4 2019
San Diego, CA	100% recapture; redevelop existing store into two highly-visible, multi-level buildings with exterior facing retail space leased to Equinox Fitness and a premier mix of experiential shopping, dining, and entertainment concepts Note: contributed to UTC JV in Q2 2018		206,000	Underway	Q4 2019
Roseville, CA	Termination property (project expansion): redevelop existing store and auto center for Cinemark, Round One, AAA Auto Repair Center and restaurants		147,400	Underway	Q2 2020
Austin, TX	100% recapture (project expansion); redevelop existing store for AMC Theatres, additional junior anchors and restaurants		177,400	Underway	Q3 2019
Greendale, WI	Termination property; redevelop existing store and attached auto center for Dick's Sporting Goods, Round One and additional junior anchors and restaurants		223,800	Underway	Q4 2019
East Northport, NY	Termination property; redevelop existing store and attached auto center for AMC Theatres, 24 Hour Fitness, Floor & Decor and small shop retail		179,700	Underway	Q4 2019
Anchorage, AK	100% recapture; redevelop existing store for Guitar Center, Safeway, Planet Fitness and additional retail to join current tenant, Nordstrom Rack		142,500	Q3 2018	Q4 2019
El Cajon, CA	100% recapture; redevelop existing store and auto center for Ashley Furniture, Bob's Discount Furniture, Burlington Stores and additional retail and restaurants		242,700	Q3 2018	Q3 2019
Tucson, AZ	100% recapture; redevelop existing store and auto center for Round One and additional retail		224,300	Q3 2018	Q4 2019
Reno, NV	100% recapture; redevelop existing store and auto center for Round One and additional retail		169,800	Q3 2018	Q4 2019
Fairfield, CA	100% recapture (project expansion); redevelop existing store and auto center for Dave & Busters, AAA Auto Repair Center and additional retail		146,500	Q3 2018	Q1 2020
Plantation, FL	100% recapture (project expansion); redevelop existing store and auto center for GameTime, Powerhouse Gym, additional retail and restaurants		184,400	Q4 2018	Q1 2020

7

Balance Sheet and Liquidity

As of June 30, 2018, the Company’s total market capitalization was approximately $3.6 billion.  Total market capitalization is calculated as the sum of total debt and the market value of the Company's outstanding shares of common stock, assuming conversion of operating partnership units.

Total debt to total market capitalization was 34.1% and net debt to Adjusted EBITDA was 8.2x.  The Company deducts both unrestricted and restricted cash from total debt when calculating net debt.  Reconciliations of net income attributable to common shareholders to EBITDA and Adjusted EBITDA, are provided in the tables accompanying this press release.

As of June 30, 2018, the Company had $100.4 million of unrestricted cash and restricted cash of $166.5 million, the substantial majority of which was held in reserve accounts for redevelopment, re-leasing and operating expenses at the Company’s properties.  

During the quarter ended June 30, 2018, the Company reduced amounts outstanding under its mortgage loan by $58.4 million and added $7.1 million to its redevelopment reserve as a result of the new joint ventures in La Jolla, CA and West Hartford, CT and the disposition of its property in Hagerstown, MD.

New Term Loan Facility

Subsequent to June 30, 2018, the Company entered into a $2.0 billion term loan facility (the “Term Loan Facility”) with Berkshire Hathaway Life Insurance Company of Nebraska.  

The Term Loan Facility, which matures on July 31, 2023, provided for an initial funding of $1.6 billion at closing (the “Initial Funding”) and includes a committed $400 million incremental funding facility (the “Incremental Funding Facility”).  Funded amounts under the Term Loan Facility bear interest at a fixed annual rate of 7.00%, while amounts available under Incremental Funding Facility will be subject to a 1.00% annual fee until drawn.  

The Company used a portion of the proceeds from the Initial Funding to fully repay its outstanding mortgage loan and unsecured term loan.  Net proceeds from the Initial Funding, combined with existing balance sheet cash and the release of cash reserves held by the previous lender as of June 30, 2018, provide the Company with over $600 million of cash liquidity, in addition to access to the $400 million Incremental Funding Facility.

Dividends

The Company expects annual common dividends to adhere to REIT requirements with respect to taxable income which includes both ordinary income and capital gains from the sale of real estate.

On July 24, 2018, the Company’s Board of Trustees declared a third quarter common stock dividend of $0.25 per each Class A and Class C common share.  The common dividend will be paid on October 11, 2018 to shareholders of record on September 28, 2018.  Holders of units in Seritage Growth Properties, L.P. (the “Operating Partnership”) are entitled to an equal distribution per each Operating Partnership unit held as of September 28, 2018.  On July 24, 2018, the Company’s Board of Trustees also declared a preferred stock dividend of $0.4375 per each Series A Preferred Share.  The preferred dividend will be paid on October 15, 2018 to holders of record on September 28, 2018.

On April 24, 2018, the Company’s Board of Trustees declared a second quarter common stock dividend of $0.25 per each Class A and Class C common share.  The common dividend was paid on July 12, 2018 to shareholders of record on June 29, 2018.  Holders of units in the Operating Partnership were entitled to an equal distribution per each Operating Partnership unit held as of June 29, 2018.  On April 24, 2018, the Company’s Board of Trustees also declared a preferred stock dividend of $0.4375 per each Series A Preferred Share.  The preferred dividend was paid on July 16, 2018 to holders of record on June 29, 2018.

Supplemental Report

A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.

8

Non-GAAP Financial Measures

The Company makes reference to NOI, Total NOI, EBITDA, Adjusted EBITDA, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

None of Total NOI, EBITDA, Adjusted EBITDA, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance.  Reconciliations of these measures to the respective GAAP measures we deem most comparable have been provided in the tables accompanying this press release.

Net Operating Income ("NOI”), Total NOI and Annualized Total NOI

NOI is defined as income from property operations less property operating expenses.  The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.

The Company also uses Total NOI, which includes its proportional share of unconsolidated properties.  This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.  The Company also considers Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Annualized Total NOI is an estimate, as of the end of the reporting period, of the annual Total NOI to be generated by the Company’s portfolio including all signed leases and modifications to the Company’s master lease with Sears Holdings with respect to recaptured space.   We calculate Annualized Total NOI by adding or subtracting current period adjustments for leases that commenced or expired during the period to Total NOI (as defined) for the period and annualizing, and then adding estimated annual Total NOI attributable to SNO leases and subtracting estimated annual Total NOI attributable to Sears Holdings’ space to be recaptured.

Annualized Total NOI is a forward-looking non-GAAP measure for which the Company does not believe it can provide reconciling information to a corresponding forward-looking GAAP measure without unreasonable effort.

Earnings before Interest Expense, Income Tax, Depreciation, and Amortization for Real Estate ("EBITDAre") and Company EBITDA

EBITDAre is calculated in accordance with the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of EBITDA.  EBITDAreis calculated as net income computed in accordance with GAAP, excluding interest expense, income tax expense, depreciation and amortization, gains (or losses) from property sales and impairment charges on depreciable real estate assets.  The Company believes EBITDAre provides useful information to investors regarding our results of operations because it removes the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization).  Management also believes the use of EBITDAre facilitates comparisons between us and other equity REITs and real property owners that are not REITs.

The Company makes certain adjustments to EBITDAre, which it refers to as Company EBITDA, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses and certain up-front-hiring and personnel costs that it does not believe are representative of ongoing operating results.

Funds from Operations ("FFO") and Company FFO

FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets.  The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.  

The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results.  The Company previously referred to this metric as Normalized FFO; the definition and calculation remain the same.

9

Forward-Looking Statements

This document contains forward-looking statements, which are based on the current beliefs and expectations of management and are subject to significant risks, assumptions and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to: competition in the real estate and retail industries; our significant exposure to Sears Holdings; Sears Holdings’ termination and other rights under its master lease with us; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; and our relatively limited history as an operating company.  For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in filings with the Securities and Exchange Commission.  While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially.  We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Seritage Growth Properties

Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 222 wholly-owned properties and 26 joint venture properties totaling approximately 39 million square feet of space across 49 states and Puerto Rico.  The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015.  Pursuant to a master lease, the Company has the right to recapture certain space from Sears Holdings for retenanting or redevelopment purposes.  The Company’s mission is to create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.

Contact

Seritage Growth Properties

646-277-1268

IR@Seritage.com

10

Seritage Growth Properties

Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

	June 30, 2018			December 31, 2017
ASSETS
Investment in real estate
Land	$	711,261		$	799,971
Buildings and improvements		860,739			829,168
Accumulated depreciation		(157,991	)		(139,483	)
		1,414,009			1,489,656
Construction in progress		209,237			224,904
Net investment in real estate		1,623,246			1,714,560
Real estate held for sale		15,139			—
Investment in unconsolidated joint ventures		392,743			282,990
Cash and cash equivalents		100,448			241,569
Restricted cash		166,458			175,665
Tenant and other receivables, net		43,911			30,787
Lease intangible assets, net		251,303			310,098
Prepaid expenses, deferred expenses and other assets, net		21,360			20,148
Total assets	$	2,614,608		$	2,775,817
LIABILITIES AND EQUITY
Liabilities
Mortgage loans payable, net	$	1,073,762		$	1,202,314
Unsecured term loan, net		144,111			143,210
Accounts payable, accrued expenses and other liabilities		97,541			109,433
Total liabilities		1,315,414			1,454,957
Commitments and contingencies
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares    authorized; 35,678,749 and 32,415,734 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		356			324
Class B common shares $0.01 par value; 5,000,000 shares    authorized; 1,322,365 and 1,328,866 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		13			13
Class C common shares $0.01 par value; 50,000,000 shares    authorized; 850 and 3,151,131 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		—			31
Series A preferred shares $0.01 par value; 10,000,000 shares    authorized; 2,800,000 shares issued and outstanding as of    June 30, 2018 and December 31, 2017; liquidation    preference of $70,000		28			28
Additional paid-in capital		1,122,251			1,116,060
Accumulated deficit		(246,650	)		(229,760	)
Total shareholders' equity		875,998			886,696
Non-controlling interests		423,196			434,164
Total equity		1,299,194			1,320,860
Total liabilities and equity	$	2,614,608		$	2,775,817

11

Seritage Growth Properties

Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
REVENUE
Rental income	$	35,839		$	42,185		$	72,918		$	91,359
Tenant reimbursements		12,517			15,708			29,215			31,932
Management and other fee income		914			—			914			—
Total revenue		49,270			57,893			103,047			123,291
EXPENSES
Property operating		6,533			4,932			13,774			9,674
Real estate taxes		9,217			11,950			20,598			24,372
Depreciation and amortization		49,551			50,571			84,218			109,234
General and administrative		8,673			5,093			16,470			11,367
Provision for doubtful accounts		109			12			170			51
Total expenses		74,083			72,558			135,230			154,698
Operating loss		(24,813	)		(14,665	)		(32,183	)		(31,407	)
Equity in loss of unconsolidated joint    ventures		(2,158	)		(1,542	)		(4,740	)		(540	)
Interest and other income		456			42			1,136			120
Interest expense		(17,862	)		(18,431	)		(34,281	)		(35,023	)
Unrealized loss on interest rate cap		(172	)		(124	)		(7	)		(595	)
Loss before income taxes		(44,549	)		(34,720	)		(70,075	)		(67,445	)
Provision for income taxes		(240	)		(147	)		(344	)		(266	)
Loss before gain on sale of real estate		(44,789	)		(34,867	)		(70,419	)		(67,711	)
Gain on sale of real estate		34,187			—			76,018			—
Net income (loss)		(10,602	)		(34,867	)		5,599			(67,711	)
Net (income) loss attributable to    non-controlling interests		3,831			13,648			(2,042	)		26,654
Net income (loss) attributable to Seritage	$	(6,771	)	$	(21,219	)	$	3,557		$	(41,057	)
Preferred dividends		(1,225	)		—			(2,453	)		—
Net income (loss) attributable to Seritage common    shareholders	$	(7,996	)	$	(21,219	)	$	1,104		$	(41,057	)
Net income (loss) per share attributable to Seritage    Class A and Class C common shareholders - Basic	$	(0.23	)	$	(0.63	)	$	0.03		$	(1.22	)
Net income (loss) per share attributable to Seritage    Class A and Class C common shareholders - Diluted	$	(0.23	)	$	(0.63	)	$	0.03		$	(1.22	)
Weighted average Class A and Class C common    shares outstanding - Basic		35,483			33,766			35,449			33,638
Weighted average Class A and Class C common    shares outstanding - Diluted		35,483			33,766			35,588			33,638

12

Reconciliation of Net Loss to NOI and Total NOI (in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
NOI and Total NOI	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Termination fee income		—			(628	)		(174	)		(6,764	)
Management and other fee income		(914	)		—			(914	)		—
Depreciation and amortization		49,551			50,571			84,218			109,234
General and administrative expenses		8,673			5,093			16,470			11,367
Equity in loss (income) of unconsolidated    joint ventures		2,158			1,542			4,740			540
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
Interest and other income		(456	)		(42	)		(1,136	)		(120	)
Interest expense		17,862			18,431			34,281			35,023
Unrealized loss on interest rate cap		172			124			7			595
Provision for income taxes		240			147			344			266
NOI	$	32,497		$	40,371		$	67,417		$	82,430
NOI of unconsolidated joint ventures		5,007			6,987			9,765			13,498
Straight-line rent adjustment (1)		(606	)		(2,177	)		(3,174	)		(3,626	)
Above/below market rental income/expense (1)		(438	)		(459	)		(669	)		(690	)
Total NOI	$	36,460		$	44,722		$	73,339		$	91,612

(1) Includes adjustments for unconsolidated joint ventures.

Computation of Annualized Total NOI (in thousands)

	As of June 30,
Annualized Total NOI	2018			2017
Total NOI (per above)	$	36,460		$	44,722
Period adjustments (1)		189			11
Adjusted Total NOI		36,649			44,733
Annualize		x 4			x 4
Adjusted Total NOI annualized		146,596			178,932
Plus: estimated annual Total NOI from SNO leases		68,870			54,147
Less: estimated annual Total NOI from associated    space to be recaptured from Sears		(6,370	)		(4,839	)
Annualized Total NOI	$	209,096		$	228,240

(1) Includes adjustments to account for leases not in place for the full period.

Reconciliation of Net Loss to EBITDAre and Company EBITDA (in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
EBITDAre and Company EBITDA	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Interest expense		17,862			18,431			34,281			35,023
Provision for income and other taxes		240			147			344			266
Depreciation and amortization		49,551			50,571			84,218			109,234
Depreciation and amortization (unconsolidated    joint ventures)		3,516			8,363			7,309			13,828
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
EBITDAre	$	26,380		$	42,645		$	55,733		$	90,640
Termination fee income		—			(628	)		(174	)		(6,764	)
Unrealized loss on interest rate cap		172			124			7			595
Company EBITDA	$	26,552		$	42,141		$	55,566		$	84,471

13

Reconciliation of Net Loss to FFO and Company FFO (in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
FFO and Company FFO	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Real estate depreciation and amortization    (consolidated properties)		48,985			50,271			83,098			108,675
Real estate depreciation and amortization    (unconsolidated joint ventures)		3,516			8,363			7,309			13,828
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
Dividends on preferred shares		(1,225	)		—			(2,453	)		—
FFO attributable to common shareholders    and unitholders	$	6,487		$	23,767		$	17,535		$	54,792
Termination fee income		—			(628	)		(174	)		(6,764	)
Unrealized loss on interest rate cap		172			124			7			595
Amortization of deferred financing costs		1,870			2,479			3,590			4,061
Company FFO attributable to common    shareholders and unitholders	$	8,529		$	25,742		$	20,958		$	52,684
FFO per diluted common share and unit	$	0.12		$	0.43		$	0.31		$	0.99
Company FFO per diluted common share and unit	$	0.15		$	0.46		$	0.38		$	0.95
Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding		35,483			33,766			35,588			33,638
Weighted average OP units outstanding		20,158			21,833			20,188			21,959
Weighted average common shares and    units outstanding		55,641			55,599			55,776			55,597

14

EX-99.2

SUPPLEMENTAL INFORMATION | PERIOD ENDED JUNE 30, 2018	Exhibit 99.2

INTRODUCTION

Background

Seritage Growth Properties (NYSE: SRG) (the “Company”) is a fully-integrated, self-administered and self-managed retail REIT with interests in 222 wholly-owned properties and 26 joint venture properties totaling approximately 39 million square feet of gross leasable area (“GLA”) across 49 states and Puerto Rico.  Pursuant to a master lease (the “Master Lease”), 144 of the Company’s wholly-owned properties are leased to Sears Holdings Corporation (“Sears Holdings”) and are operated under either the Sears or Kmart brand.  The Master Lease provides the Company with the right to recapture certain space from Sears Holdings at each property for retenanting or redevelopment purposes.  At 72 properties, diversified, non-Sears tenants occupy a portion of leasable space alongside Sears and Kmart, 55 properties are leased only to third parties and 23 properties are vacant.  The Company also owns 50% interests in 26 properties through joint venture investments.  A portion of the space at the Company’s joint venture properties is also leased to Sears Holdings under master lease agreements (the “JV Master Leases”) that provide for similar recapture rights as the Master Lease governing the Company’s wholly-owned properties.

On June 11, 2015, Sears Holdings effected a rights offering (the “Rights Offering”) to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Wholly Owned Properties”), as well as its 50% interests in three joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (collectively, the “Original JV Properties”) (collectively, the “Transaction”).  The Rights Offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange on July 6, 2015.

On July 7, 2015, the Company completed the Transaction with Sears Holdings and commenced operations.  The Company’s only operations prior to the completion of the Rights Offering and Transaction were those incidental to the completion of such activities.

General Information

Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries.  Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.

i

TABLE OF CONTENTS

SERITAGE GROWTH PROPERTIES

SUPPLEMENTAL INFORMATION

PERIOD ENDED JUNE 30, 2018

	Page
COMPANY INFORMATION	1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
SUPPLEMENTAL FINANCIAL INFORMATION
Market Capitalization and Financial Ratios	4
Total Net Operating Income	5
EBITDAre and Company EBITDA	6
Funds from Operations and Company FFO	7
Additional Information	8
PROPERTY INFORMATION
Portfolio Overview	10
Leasing Activity	13
Redevelopment Projects	14
Termination Properties	19
Joint Venture Properties	21
Wholly Owned Properties	23
DISCLOSURES
Non-GAAP Measures	30
Forward-Looking Statements	31

ii

COMPANY INFORMATION

Company Contacts
Benjamin Schall	President and Chief Executive Officer	Kenneth Lombard	EVP and Chief Operating Officer
Brian Dickman	EVP and Chief Financial Officer	Matthew Fernand	EVP and General Counsel
James Bry	EVP, Development and Construction	Mary Rottler	EVP, Leasing and Operations
ir@seritage.com	Investor Relations and Communications	646.277.1268

Summary Information

June 30, 2018

(In thousands, except per share, PSF and ratio amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
Financial Results	2018			2017			2018			2017
Net income (loss) attributable to Seritage    common shareholders (page 3)	$	(7,996	)	$	(21,219	)	$	1,104		$	(41,057	)
Total NOI (page 5)		36,460			44,722			73,339			91,612
FFO (page 7)		6,487			23,767			17,535			54,792
Company FFO (page 7)		8,529			25,742			20,958			52,684
Net income (loss) per diluted share attributable    to Seritage common shareholders (page 3)	$	(0.23	)	$	(0.63	)	$	0.03		$	(1.22	)
FFO per diluted share (page 7)		0.12			0.43			0.31			0.99
Company FFO per diluted share (page 7)		0.15			0.46			0.38			0.95
Wtd. avg. diluted shares - EPS		35,483			33,766			35,588			33,638
Wtd. avg diluted shares - FFO/share		55,641			55,599			55,776			55,597
Stock trading price range	$34.64 to $44.53			$38.76 to $44.04			$34.50 to $44.53			$38.76 to $47.31
							As of			As of
Financial Ratios (page 4)							June 30, 2018			December 31, 2017
Total debt to total market capitalization								34.1	%		37.5	%
Net debt to adjusted EBITDA								8.2	x		6.5	x
Adjusted EBITDA to cash interest expense								1.9	x		2.4	x
							As of			As of
Property Data (page 10)							June 30, 2018			December 31, 2017
Number of properties								248			253
Gross leasable area (total / at share)							38,720 / 36,390			39,381 / 37,270
Percentage leased (total / at share)							81.7% / 81.3%			80.8% / 80.0%
				As of June 30, 2018
							% of Total
Tenant				Annual Rent			Annual Rent			Annual Rent PSF
Sears Holdings				$	96,567			43.1	%	$	4.54
In-Place Third-Party Leases					56,778			25.4	%		13.04
SNO Third-Party Leases					70,560			31.5	%		17.80
Total				$	223,905			100.0	%	$	7.57
				As of June 30, 2017
							% of Total
Tenant				Annual Rent			Annual Rent			Annual Rent PSF
Sears Holdings				$	131,490			56.1	%	$	4.51
In-Place Third-Party Leases					47,232			20.1	%		12.98
SNO Third-Party Leases					55,762			23.8	%		18.98
Total				$	234,484			100.0	%	$	6.57

- 1 -

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet (unaudited)

June 30, 2018

(In thousands, except share and per share amounts)

	June 30, 2018			December 31, 2017
ASSETS
Investment in real estate
Land	$	711,261		$	799,971
Buildings and improvements		860,739			829,168
Accumulated depreciation		(157,991	)		(139,483	)
		1,414,009			1,489,656
Construction in progress		209,237			224,904
Net investment in real estate		1,623,246			1,714,560
Real estate held for sale		15,139			—
Investment in unconsolidated joint ventures		392,743			282,990
Cash and cash equivalents		100,448			241,569
Restricted cash		166,458			175,665
Tenant and other receivables, net		43,911			30,787
Lease intangible assets, net		251,303			310,098
Prepaid expenses, deferred expenses and other assets, net		21,360			20,148
Total assets	$	2,614,608		$	2,775,817
LIABILITIES AND EQUITY
Liabilities
Mortgage loans payable, net	$	1,073,762		$	1,202,314
Unsecured term loan, net		144,111			143,210
Accounts payable, accrued expenses and other liabilities		97,541			109,433
Total liabilities		1,315,414			1,454,957
Commitments and contingencies
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares    authorized; 35,678,749 and 32,415,734 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		356			324
Class B common shares $0.01 par value; 5,000,000 shares    authorized; 1,322,365 and 1,328,866 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		13			13
Class C common shares $0.01 par value; 50,000,000 shares    authorized; 850 and 3,151,131 shares issued and    outstanding as of June 30, 2018 and December 31, 2017,    respectively		—			31
Series A preferred shares $0.01 par value; 10,000,000 shares    authorized; 2,800,000 shares issued and outstanding as of    June 30, 2018 and December 31, 2017; liquidation    preference of $70,000		28			28
Additional paid-in capital		1,122,251			1,116,060
Accumulated deficit		(246,650	)		(229,760	)
Total shareholders' equity		875,998			886,696
Non-controlling interests		423,196			434,164
Total equity		1,299,194			1,320,860
Total liabilities and equity	$	2,614,608		$	2,775,817

- 2 -

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations (unaudited)

June 30, 2018

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
REVENUE
Rental income	$	35,839		$	42,185		$	72,918		$	91,359
Tenant reimbursements		12,517			15,708			29,215			31,932
Management and other fee income		914			—			914			—
Total revenue		49,270			57,893			103,047			123,291
EXPENSES
Property operating		6,533			4,932			13,774			9,674
Real estate taxes		9,217			11,950			20,598			24,372
Depreciation and amortization		49,551			50,571			84,218			109,234
General and administrative		8,673			5,093			16,470			11,367
Provision for doubtful accounts		109			12			170			51
Total expenses		74,083			72,558			135,230			154,698
Operating loss		(24,813	)		(14,665	)		(32,183	)		(31,407	)
Equity in loss of unconsolidated joint    ventures		(2,158	)		(1,542	)		(4,740	)		(540	)
Interest and other income		456			42			1,136			120
Interest expense		(17,862	)		(18,431	)		(34,281	)		(35,023	)
Unrealized loss on interest rate cap		(172	)		(124	)		(7	)		(595	)
Loss before income taxes		(44,549	)		(34,720	)		(70,075	)		(67,445	)
Provision for income taxes		(240	)		(147	)		(344	)		(266	)
Loss before gain on sale of real estate		(44,789	)		(34,867	)		(70,419	)		(67,711	)
Gain on sale of real estate		34,187			—			76,018			—
Net income (loss)		(10,602	)		(34,867	)		5,599			(67,711	)
Net (income) loss attributable to    non-controlling interests		3,831			13,648			(2,042	)		26,654
Net income (loss) attributable to Seritage	$	(6,771	)	$	(21,219	)	$	3,557		$	(41,057	)
Preferred dividends		(1,225	)		—			(2,453	)		—
Net income (loss) attributable to Seritage common    shareholders	$	(7,996	)	$	(21,219	)	$	1,104		$	(41,057	)
Net income (loss) per share attributable to Seritage    Class A and Class C common shareholders - Basic	$	(0.23	)	$	(0.63	)	$	0.03		$	(1.22	)
Net income (loss) per share attributable to Seritage    Class A and Class C common shareholders - Diluted	$	(0.23	)	$	(0.63	)	$	0.03		$	(1.22	)
Weighted average Class A and Class C common    shares outstanding - Basic		35,483			33,766			35,449			33,638
Weighted average Class A and Class C common    shares outstanding - Diluted		35,483			33,766			35,588			33,638

- 3 -

SUPPLEMENTAL FINANCIAL INFORMATION

Market Capitalization and Financial Ratios

June 30, 2018

(In thousands, except per share and ratio amounts)

	As of			As of
Equity Market Capitalization	June 30, 2018			December 31, 2017
Class A common shares outstanding		35,679			32,416
Class C common shares outstanding		1			3,151
OP units outstanding		20,119			20,218
Total shares & units outstanding		55,799			55,785
Share Price	$	42.43		$	40.46
Equity market capitalization	$	2,367,545		$	2,257,061
Total Market Capitalization
Equity market capitalization	$	2,367,545		$	2,257,061
Total debt		1,224,147			1,355,562
Total market capitalization	$	3,591,692		$	3,612,623
Financial Ratios
Total debt to total market capitalization		34.1	%		37.5	%
Total debt	$	1,224,147		$	1,355,562
Cash and cash equivalents		(100,448	)		(241,569	)
Restricted cash		(166,458	)		(175,665	)
Net Debt	$	957,241		$	938,328
Net debt to Adjusted EBITDA (1)		8.2	x		6.5	x
Gross real estate investments	$	2,271,214		$	2,397,731
Investment in unconsolidated joint ventures		392,743			282,990
Total real estate investments	$	2,663,957		$	2,680,721
Net debt to total real estate investments		35.9	%		35.0	%
Interest expense (net of amounts capitalized) (1)	$	69,370		$	70,012
Amortization of deferred financing costs (1)		(8,249	)		(8,719	)
Cash interest expense (net of amounts capitalized) (1)	$	61,121		$	61,293
Adjusted EBITDA to cash interest expense (net of amounts capitalized) (1)		1.9	x		2.4	x

(1) For the twelve months ended June 30, 2018 and December 31, 2017, respectively.

- 4 -

SUPPLEMENTAL FINANCIAL INFORMATION

Total Net Operating Income

June 30, 2018

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
NOI and Total NOI	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Termination fee income		—			(628	)		(174	)		(6,764	)
Management and other fee income		(914	)		—			(914	)		—
Depreciation and amortization		49,551			50,571			84,218			109,234
General and administrative expenses		8,673			5,093			16,470			11,367
Equity in loss (income) of unconsolidated    joint ventures		2,158			1,542			4,740			540
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
Interest and other income		(456	)		(42	)		(1,136	)		(120	)
Interest expense		17,862			18,431			34,281			35,023
Unrealized loss on interest rate cap		172			124			7			595
Provision for income taxes		240			147			344			266
NOI	$	32,497		$	40,371		$	67,417		$	82,430
NOI of unconsolidated joint ventures		5,007			6,987			9,765			13,498
Straight-line rent adjustment (1)		(606	)		(2,177	)		(3,174	)		(3,626	)
Above/below market rental income/expense (1)		(438	)		(459	)		(669	)		(690	)
Total NOI	$	36,460		$	44,722		$	73,339		$	91,612

	As of June 30,
Annualized Total NOI	2018			2017
Total NOI (per above)	$	36,460		$	44,722
Period adjustments (2)		189			11
Adjusted Total NOI		36,649			44,733
Annualize		x 4			x 4
Adjusted Total NOI annualized		146,596			178,932
Plus: estimated annual Total NOI from SNO leases		68,870			54,147
Less: estimated annual Total NOI from associated    space to be recaptured from Sears		(6,370	)		(4,839	)
Annualized Total NOI	$	209,096		$	228,240

(1) Includes adjustments for unconsolidated joint ventures.

(2) Includes adjustments to account for leases not in place for the full period.

- 5 -

SUPPLEMENTAL FINANCIAL INFORMATION

EBITDAre and Company EBITDA

June 30, 2018

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
EBITDAre and Company EBITDA	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Interest expense		17,862			18,431			34,281			35,023
Provision for income and other taxes		240			147			344			266
Depreciation and amortization		49,551			50,571			84,218			109,234
Depreciation and amortization (unconsolidated    joint ventures)		3,516			8,363			7,309			13,828
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
EBITDAre	$	26,380		$	42,645		$	55,733		$	90,640
Termination fee income		—			(628	)		(174	)		(6,764	)
Unrealized loss on interest rate cap		172			124			7			595
Company EBITDA	$	26,552		$	42,141		$	55,566		$	84,471

- 6 -

SUPPLEMENTAL FINANCIAL INFORMATION

Funds from Operations and Company FFO

June 30, 2018

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
FFO and Company FFO	2018			2017			2018			2017
Net income (loss)	$	(10,602	)	$	(34,867	)	$	5,599		$	(67,711	)
Real estate depreciation and amortization    (consolidated properties)		48,985			50,271			83,098			108,675
Real estate depreciation and amortization    (unconsolidated joint ventures)		3,516			8,363			7,309			13,828
Gain on sale of real estate		(34,187	)		—			(76,018	)		—
Dividends on preferred shares		(1,225	)		—			(2,453	)		—
FFO attributable to common shareholders    and unitholders	$	6,487		$	23,767		$	17,535		$	54,792
Termination fee income		—			(628	)		(174	)		(6,764	)
Unrealized loss on interest rate cap		172			124			7			595
Amortization of deferred financing costs		1,870			2,479			3,590			4,061
Company FFO attributable to common    shareholders and unitholders	$	8,529		$	25,742		$	20,958		$	52,684
FFO per diluted common share and unit	$	0.12		$	0.43		$	0.31		$	0.99
Company FFO per diluted common share and unit	$	0.15		$	0.46		$	0.38		$	0.95
Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding		35,483			33,766			35,588			33,638
Weighted average OP units outstanding		20,158			21,833			20,188			21,959
Weighted average common shares and    units outstanding		55,641			55,599			55,776			55,597

- 7 -

SUPPLEMENTAL FINANCIAL INFORMATION

Additional Information

June 30, 2018

(In thousands)

	As of			As of
Debt Summary	June 30, 2018			December 31, 2017
Mortgage notes payable (1)	$	1,079,147		$	1,210,562
Interest rate	LIBOR + 485			LIBOR + 470
Maturity	July 2019			July 2019
Extension options (subject to terms and conditions)	(2) one-year options			(2) one-year options
Unsecured Term Loan (1)	$	145,000		$	145,000
Interest rate		6.75	%		6.75	%
Maturity	December 2018			December 2018
Restricted Cash
Reserve for redevelopment projects / capital expenditures	$	123,592		$	137,996
Reserve for property operating expenses		26,385			21,735
Reserve for environmental remediation		10,356			10,751
Other, including prepaid rental income		3,620			2,679
Reserve for deferred maintenance		2,505			2,504
Total restricted cash	$	166,458		$	175,665
Prepaid Expenses, Deferred Expenses and Other Assets
Deferred expenses	$	7,234		$	4,813
FF&E		6,029			6,290
Other assets		4,752			2,493
Prepaid real estate taxes		1,803			2,732
Other prepaid expenses		1,258			1,445
Prepaid insurance		268			2,352
Interest rate cap		16			23
Total prepaid expenses, deferred expenses and other assets	$	21,360		$	20,148
Accounts Payable, Accrued Expenses and Other Liabilities
Accrued real estate taxes	$	15,972		$	17,091
Dividends payable		14,540			14,559
Accrued development expenditures		14,465			21,449
Below-market leases		13,430			14,476
Accounts payable and accrued expenses		13,309			9,588
Environmental reserve		10,753			11,322
Prepaid rental income		5,982			4,156
Unearned tenant reimbursements		3,298			10,522
Accrued interest		3,211			3,689
Deferred maintenance		2,581			2,581
Total accounts payable, accrued expenses and other liabilities	$	97,541		$	109,433

(1) Subsequent to June 30, 2018, the Company fully repaid this debt and entered into a new $2.0 billion term loan facility.

- 8 -

SUPPLEMENTAL FINANCIAL INFORMATION

Additional Information (cont’d)

June 30, 2018

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
Select Non-Cash Items	2018			2017			2018			2017
Straight-line rental income
Wholly-owned	$	384		$	1,945		$	2,832		$	3,479
Joint ventures		247			232			362			147
Total	$	631		$	2,177		$	3,194		$	3,626
Net amortization of above/below market rental    income/expense
Wholly-owned	$	180		$	399		$	414		$	594
Joint ventures		200			60			197			96
Total	$	380		$	459		$	611		$	690
Amortization of deferred financing costs	$	(3,590	)	$	(2,478	)	$	(3,590	)	$	(4,060	)
Stock-based compensation expense		(3,379	)		(389	)		(3,379	)		(779	)
Dividends
Dividends per Class A and Class C common share	$	0.25		$	0.25		$	0.50		$	0.50
Declaration date	April 24, 2018			April 25, 2017
Record date	June 29, 2018			June 30, 2017
Payment date	July 12, 2018			July 13, 2017

- 9 -

PROPERTY INFORMATION

Portfolio Overview

June 30, 2018

(In thousands, except number of properties/leases and PSF amounts)

Portfolio Summary

The following table provides a summary of the Company’s portfolio, including JV Properties presented at the Company’s proportional share, as of June 30, 2018:

	Consolidated			Unconsolidated			Seritage
	Portfolio			Joint Ventures			Total
Number of properties		222			26			248
Total GLA		34,060			4,660			38,720
At share		34,060			2,330			36,390
Leased GLA		27,524			4,095			31,619
At share		27,524			2,047			29,571
Percentage leased		80.8	%		87.9	%		81.7	%
At share		80.8	%		87.9	%		81.3	%

Property Type

As of June 30, 2018, the portfolio included 119 properties characterized as attached to regional malls and 129 characterized as shopping center or freestanding properties.  The following table provides a summary of the portfolio, including JV Properties presented at the Company’s proportional share, based on these property types and signed leases as of June 30, 2018:

	Number of		Leased		Annual		Rent
Property Type (1)	Properties		GLA		Rent		PSF		Leased
Mall		119		16,331	$	124,960	$	7.65		85.4	%
Shopping Center		129		13,241		98,945		7.47		76.7	%
Total		248		29,572	$	223,905	$	7.57		81.3	%

(1) Company classification.  Mall properties are attached to regional malls; Shopping Center properties include properties attached to, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties.

Tenant Overview

The following table provides a summary of annual base rent for the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:

	Number of		Leased		% of Total			Annual		% of Total			Annual
Tenant	Leases		GLA		Leased GLA			Rent		Annual Rent			Rent PSF
Sears Holdings (1)		166		21,253		71.9	%	$	96,567		43.1	%	$	4.54
In-place diversified, non-Sears leases		234		4,355		14.7	%		56,778		25.4	%		13.04
SNO diversified, non-Sears leases		144		3,963		13.4	%		70,560		31.5	%		17.80
Sub-total diversified, non-Sears leases		378		8,318		28.1	%		127,338		56.9	%		15.31
Total		544		29,571		100.0	%	$	223,905		100.0	%	$	7.57

(1) Leases reflects number of properties subject to the Master Lease and JV Master Leases.

- 10 -

PROPERTY INFORMATION

Portfolio Overview (cont’d)

June 30, 2018

(In thousands, except number of properties and PSF amounts)

Top Tenants

The following table lists the top tenants in the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:

(dollars in thousands)
	Numberof		Annual		% of Total
Tenant	Leases		Rent		AnnualRent			Concepts/Brands
Sears Holdings (1)		167	$	96,567		43.1	%	Sears, Sears Auto Center, Kmart
Round One Entertainment		8		7,759		3.5	%
Dave & Busters		7		6,328		2.8	%
At Home		10		5,896		2.6	%
Burlington Stores		9		5,763		2.6	%
Cinemark		4		4,899		2.2	%
Dick's Sporting Goods		5		4,830		2.2	%
Ross Dress For Less, Inc.		11		4,695		2.1	%	Ross Dress for Less, dd's Discounts
Nordstrom Rack		6		4,385		2.0	%
AMC		3		4,202		1.9	%
Blink Fitness		17		3,980		1.8	%
Primark		3		3,925		1.8	%
TJX		8		3,091		1.4	%	TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post
Floor & Décor		3		3,082		1.4	%
24 Hour Fitness		3		2,909		1.3	%

(1) Leases reflects number of properties subject to the Master Lease and JV Master Leases.

- 11 -

PROPERTY INFORMATION

Portfolio Overview (cont’d)

June 30, 2018

(In thousands, except number of leases and PSF amounts)

Geographic Summary

The following table sets forth information regarding the geographic diversification of the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:

(in thousands except property count and PSF data)
	Number of		Annual		% of Total			Rent
State	Properties		Rent		Annual Rent			PSF
California		41	$	45,419		20.3	%	$	7.50
Florida		26		28,324		12.7	%		8.55
New York		11		15,903		7.1	%		11.39
Illinois		11		10,156		4.5	%		6.15
Texas		15		9,993		4.5	%		6.40
New Jersey		5		8,626		3.9	%		15.32
Virginia		6		7,798		3.5	%		6.76
Pennsylvania		7		7,639		3.4	%		10.80
Puerto Rico		6		6,988		3.1	%		7.75
Arizona		11		6,917		3.1	%		5.49
Total Top 10		139	$	147,763		66.1	%	$	7.96
Other (1)		109		76,142		33.9	%		6.92
Total		248	$	223,905		100.0	%	$	7.57

(1) Includes 40 states

- 12 -

PROPERTY INFORMATION

Leasing Activity

June 30, 2018

(In thousands, except number of leases and PSF amounts)

Signed Leases

The table below provides a summary of the Company’s leasing activity since inception through June 30, 2018, including JV Properties presented at the Company’s proportional share:

(in thousands except number of leases and PSF data)
	Total								Release of Sears Holdings Space
			Leased		Annual		Annual				Leased		Annual		Annual		Releasing
Period	Leases		GLA		Rent		Rent PSF		Leases		GLA		Rent		Rent PSF		Multiple
2015		9		154	$	4,650	$	30.28		6		130	$	3,820	$	29.41		4.4	x
Q1 2016		7		214		6,990		32.60		7		214		6,990		32.60		5.7	x
Q2 2016		15		422		7,240		17.15		13		363		6,440		17.75		4.7	x
Q3 2016		14		543		7,470		13.74		12		456		6,250		13.70		4.0	x
Q4 2016		29		891		14,900		16.72		27		849		13,930		16.41		4.1	x
2016		65		2,070		36,600		17.68		59		1,882		33,610		17.86		4.5	x
Q1 2017		22		535		8,780		16.41		21		530		8,660		16.34		4.0	x
Q2 2017		28		598		11,340		18.95		26		592		11,240		18.99		3.7	x
Q3 2017		21		601		9,770		16.25		18		486		8,730		17.97		4.6	x
Q4 2017		23		872		14,827		17.00		21		868		14,669		16.90		3.8	x
2017		94		2,606		44,717		17.16		86		2,476		43,299		17.49		4.0	x
Q1 2018		20		391		7,915		20.24		19		389		7,891		20.29		4.1	x
Q2 2018		43		853		12,100		14.19		43		853		12,100		14.19		3.6	x
Total		231		6,074	$	105,982	$	17.45		213		5,730	$	100,720	$	17.58		4.1	x

SNO Lease Summary

The table below provides a summary of the Company’s SNO leases from March 31, 2018 to June 30, 2018, including JV Properties presented at the Company’s proportional share:

(in thousands except number of leases and PSF data)							Total
	Number of						Annual			Annual
	SNO Leases			GLA			Rent			Rent PSF
As of March 31, 2018		121			3,465		$	64,914		$	18.73
Opened		(18	)		(317	)		(5,681	)		17.92
Sold / contributed to JVs / terminated		(2	)		(38	)		(775	)		20.39
Signed		43			853			12,100			14.19
As of June 30, 2018		144			3,963		$	70,560		$	17.80

- 13 -

PROPERTY INFORMATION

Redevelopment Projects

June 30, 2018

(In thousands, except number of leases)

The table below summarizes the Company’s wholly-owned development activity from inception through June 30, 2018:

(in thousands)
					Estimated		Estimated								Estimated
	Number		Project		Development		Project		Projected Annual Income (2)						Incremental
Estimated Project Costs (1)	of Projects		Square Feet		Costs (1)		Costs (1)		Total		Existing		Incremental		Yield (3)
< $10,000		25		1,684	$	118,200	$	118,200	$	20,500	$	4,700	$	15,800
$10,001 - $20,000 (4)		29		3,001		380,700		400,600		57,200		15,200		41,800
> $20,001		19		3,230		706,500		762,400		104,300		21,800		82,500
Announced projects		73		7,915	$	1,205,400	$	1,281,200	$	182,000	$	41,700	$	140,100	10.5 - 11.5%
Acquired projects		15				63,600		63,600
Total projects		88			$	1,269,000	$	1,344,800

(1) Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties.

(2) Projected annual income includes assumptions on stabilized rents to be achieved for space under redevelopment.  There can be no assurance that stabilized rent targets will be achieved.

(3) Projected incremental annual income divided by total estimated project costs.

(4) Includes Saugus, MA project which has been temporarily postponed while the Company identifies a new lead tenant.

- 14 -

PROPERTY INFORMATION

Redevelopment Projects (cont’d)

June 30, 2018

(In thousands, except number of leases)

The tables below provide brief descriptions of each of the redevelopment projects originated on the Company’s platform since its inception:

Total Project Costs under $10 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
King of Prussia, PA	Repurpose former auto center space for Outback Steakhouse, Yard House and small shop retail		29,100	Complete
Merrillville, IN	Termination property; redevelop existing store for At Home and small shop retail		132,000	Complete
Elkhart, IN	Termination property; existing store has been released to Big R Stores		86,500	Complete
San Antonio, TX	Recapture and repurpose auto center space for Orvis, Jared's Jeweler, Shake Shack and small shop retail		18,900	Complete
Bowie, MD	Recapture and repurpose auto center space for BJ's Brewhouse		8,200	Complete
Troy, MI	Partial recapture; redevelop existing store for At Home		100,000	Complete
Roseville, MI	Partial recapture; redevelop existing store for At Home		100,400	Complete
Rehoboth Beach, DE	Partial recapture; redevelop existing store for andThat! and PetSmart		56,700	Complete
Henderson, NV	Termination property; redevelop existing store for At Home, Seafood City, Blink Fitness and additional retail		144,400	Complete
Cullman, AL	Termination property; redevelop existing store for Bargain Hunt, Tractor Supply and Planet Fitness		99,000	Complete
Albany, NY	Recapture and repurpose auto center space for BJ's Brewhouse, Ethan Allen and additional small shop retail		28,000	Substantially complete
Hagerstown, MD	Recapture and repurpose auto center space for BJ's Brewhouse, Verizon and additional retail Note: property sold in Q2 2018		15,400	Substantially complete
Jefferson City, MO	Termination property; redevelop existing store for Orscheln Farm and Home		96,000	Substantially complete
Kearney, NE	Termination property; redevelop existing store for Marshall's, PetSmart and additional junior anchors		92,500	Substantially complete
Ft. Wayne, IN	Site densification (project expansion); new outparcels for BJ's Brewhouse and Chick-Fil-A		12,000	Substantially complete
Guaynabo, PR	Partial recapture; redevelop existing store for Planet Fitness, Capri and additional retail and restaurants		56,100	Underway	Q3 2018
Florissant, MO	Site densification; new outparcel for Chick-Fil-A		5,000	Underway	Q3 2018
Dayton, OH	Recapture and repurpose auto center space for Outback Steakhouse and additional restaurants		14,100	Underway	Q4 2018
New Iberia, LA	Termination property; redevelop existing store for Rouses Supermarkets, Hobby Lobby and small shop retail		93,100	Underway	Q1 2019
North Little Rock, AR	Recapture and repurpose auto center space for LongHorn Steakhouse and additional small shop retail		17,300	Underway	Q2 2019
St. Clair Shores, MI	100% recapture; demolish existing store and develop site for new Kroger grocery store		107,200	Underway	Q2 2019
Hopkinsville, KY	Termination property; redevelop existing store for Bargain Hunt, Farmer's Furniture and additional junior anchors and small shop retail		87,900	Q3 2018	Q2 2019
Mt. Pleasant, PA	Termination property; redevelop existing store for Aldi, Big Lots and additional retail		86,300	Q3 2018	Q3 2019
Oklahoma City, OK	Site densification; new fitness center for Vasa Fitness		59,500	Q3 2018	Q3 2019
Gainesville, FL	Termination property; redevelop existing store for Florida Clinical Practice Association / University of Florida College of Medicine		139,100	Q4 2018	Q4 2019

- 15 -

PROPERTY INFORMATION

Redevelopment Projects (cont’d)

June 30, 2018

(In thousands, except number of leases)

Total Project Costs $10 - $20 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
Braintree, MA	100% recapture; redevelop existing store for Nordstrom Rack, Saks OFF 5th and additional retail		90,000	Complete
Honolulu, HI	100% recapture; redevelop existing store for Longs Drugs (CVS), PetSmart and Ross Dress for Less		79,000	Complete
Anderson, SC	100% recapture (project expansion); redevelop existing store for Burlington Stores, Gold's Gym, Sportsman's Warehouse, additional retail and restaurants		111,300	Complete
West Jordan, UT	Partial recapture; redevelop existing store and attached auto center for Burlington Stores and additional retail		81,400	Substantially complete
Madison, WI	Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants		75,300	Substantially complete
Thornton, CO	Termination property; redevelop existing store for Vasa Fitness and additional junior anchors		191,600	Substantially complete
Springfield, IL	Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Marshall's, Orangetheory Fitness, Outback Steakhouse, CoreLife Eatery and additional small shop retail		133,400	Substantially complete
Orlando, FL	100% recapture; demolish and construct new buildings for Floor & Décor, Orchard Supply Hardware, LongHorn Steakhouse, Mission BBQ, Olive Garden and additional small shop retail and restaurants		139,200	Substantially complete
Cockeysville, MD	Partial recapture; redevelop existing store for HomeGoods, Michael's Stores, additional junior anchors and restaurants		83,500	Underway	Q3 2018
Charleston, SC	100% recapture (project expansion); redevelop existing store and detached auto center for Burlington Stores and additional retail		126,700	Underway	Q3 2018
NorthHollywood, CA	Partial recapture; redevelop existing store for Burlington Stores and Ross Dress for Less		79,800	Underway	Q3 2018
Salem, NH	Site densification; new theatre for Cinemark Recapture and repurpose auto center for restaurant space		71,200	Underway	Q3 2018
Paducah, KY	Termination property; redevelop existing store for Burlington Stores, Ross Dress for Less and additional retail		102,300	Underway	Q3 2018
Fairfax, VA	Partial recapture; redevelop existing store and attached auto center for Dave & Busters, Seasons 52, additional junior anchors and restaurants		110,300	Underway	Q4 2018
North Miami, FL	100% recapture; redevelop existing store for Blink Fitness, Burlington Stores, Michael's and Ross Dress for Less		124,300	Underway	Q4 2018
Hialeah, FL	100% recapture; redevelop existing store for Bed, Bath & Beyond, Ross Dress for Less and dd's Discounts to join current tenant, Aldi		88,400	Underway	Q4 2018
Warwick, RI	Termination property (project expansion); redevelop existing store and detached auto center for At Home, BJ's Brewhouse, Raymour & Flanigan and additional retail		190,700	Underway	Q4 2018
Temecula, CA	Partial recapture; redevelop existing store and detached auto center for Round One, small shop retail and restaurants		65,100	Underway	Q4 2018
Canton, OH	Partial recapture; redevelop existing store for Dave & Busters and restaurants		83,900	Underway	Q2 2019
North Riverside, IL	Partial recapture; redevelop existing store and detached auto center for Blink Fitness, Round One and additional junior anchors, small shop retail and restaurants		103,900	Underway	Q2 2019
Olean, NY	Termination property (project expansion); redevelop existing store for Marshall's, Ollie's Bargain Basement and additional retail		125,700	Underway	Q2 2019
Las Vegas, NV	Partial recapture; redevelop existing store for Round One and additional retail		78,800	Q3 2018	Q3 2019
Yorktown Heights, NY	Partial recapture; redevelop existing store for 24 Hour Fitness and additional retail		85,200	Q3 2018	Q4 2019

- 16 -

PROPERTY INFORMATION

Redevelopment Projects (cont’d)
June 30, 2018
(In thousands, except number of leases)
Total Project Costs $10 - $20 Million (cont’d)
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
Santa Cruz, CA	Partial recapture; redevelop existing store for TJ Maxx, HomeGoods and additional junior anchors		62,200	Q4 2018	Q4 2019
El Paso, TX	Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts and additional retail		114,700	Q4 2018	Q4 2019
Warrenton, VA	Termination property; redevelop existing store for Homegoods and additional retail		97,300	Q1 2019	Q3 2019
Pensacola, FL	Termination property; redevelop existing store for Lucky's Market, large format retail and restaurants		134,700	Q1 2019	Q1 2020
Vancouver, WA	Partial recapture; redevelop existing store for Round One and additional retail and restaurants		72,400	Q1 2019	Q2 2020

- 17 -

PROPERTY INFORMATION

Redevelopment Projects (cont’d)

June 30, 2018

(In thousands, except number of leases)

Total Project Costs over $20 Million
		Total		Estimated	Estimated
		Project		Construction	Substantial
Property	Description	Square Feet		Start	Completion
Memphis, TN	100% recapture; demolish and construct new buildings for LA Fitness, Nordstrom Rack, Ulta Beauty, Hopdoddy Burger Bar and additional junior anchors, restaurants and small shop retail		135,200	Substantially complete
WestHartford, CT	100% recapture; redevelop existing store and detached auto center for Buy Buy Baby, Cost Plus World Market, REI, Saks OFF Fifth, other junior anchors, Shake Shack and additional small shop retail Note: contributed to West Hartford JV in Q2 2018		147,600	Substantially complete
St. Petersburg, FL	100% recapture; demolish and construct new buildings for Dick's Sporting Goods, Lucky's Market, PetSmart, Five Below, Chili's Grill & Bar, Pollo Tropical, LongHorn Steakhouse, Verizon and additional small shop retail and restaurants		142,400	Substantially complete
Wayne, NJ	Partial recapture (project expansion); redevelop existing store and detached auto center for Cinemark, Dave & Busters and additional junior anchors and restaurants Note: contributed to GGP II JV in Q3 2017		156,700	Underway	Q3 2018
Carson, CA	100% recapture (project expansion); redevelop existing store for Burlington Stores, Ross Dress for Less, Gold's Gym and additional retail		163,800	Underway	Q1 2019
Watchung, NJ	100% recapture; demolish full-line store and detached auto center and construct new buildings for Cinemark, HomeSense, Sierra Trading Post, Ulta Beauty and small shop retail and restaurants		126,700	Underway	Q2 2019
Santa Monica, CA	100% recapture; redevelop existing building into premier, mixed-use asset featuring unique, small-shop retail and creative office space Note: contributed to Mark 302 JV in Q1 2018		96,500	Underway	Q4 2019
Aventura, FL	100% recapture; demolish existing store and construct new, multi-level open air retail destination featuring a leading collection of experiential shopping, dining and entertainment concepts alongside a treelined esplanade and activated plazas		216,600	Underway	Q4 2019
San Diego, CA	100% recapture; redevelop existing store into two highly-visible, multi-level buildings with exterior facing retail space leased to Equinox Fitness and a premier mix of experiential shopping, dining, and entertainment concepts Note: contributed to UTC JV in Q2 2018		206,000	Underway	Q4 2019
Roseville, CA	Termination property (project expansion): redevelop existing store and auto center for Cinemark, Round One, AAA Auto Repair Center and restaurants		147,400	Underway	Q2 2020
Austin, TX	100% recapture (project expansion); redevelop existing store for AMC Theatres, additional junior anchors and restaurants		177,400	Underway	Q3 2019
Greendale, WI	Termination property; redevelop existing store and attached auto center for Dick's Sporting Goods, Round One and additional junior anchors and restaurants		223,800	Underway	Q4 2019
East Northport, NY	Termination property; redevelop existing store and attached auto center for AMC Theatres, 24 Hour Fitness, Floor & Decor and small shop retail		179,700	Underway	Q4 2019
Anchorage, AK	100% recapture; redevelop existing store for Guitar Center, Safeway, Planet Fitness and additional retail to join current tenant, Nordstrom Rack		142,500	Q3 2018	Q4 2019
El Cajon, CA	100% recapture; redevelop existing store and auto center for Ashley Furniture, Bob's Discount Furniture, Burlington Stores and additional retail and restaurants		242,700	Q3 2018	Q3 2019
Tucson, AZ	100% recapture; redevelop existing store and auto center for Round One and additional retail		224,300	Q3 2018	Q4 2019
Reno, NV	100% recapture; redevelop existing store and auto center for Round One and additional retail		169,800	Q3 2018	Q4 2019
Fairfield, CA	100% recapture (project expansion); redevelop existing store and auto center for Dave & Busters, AAA Auto Repair Center and additional retail		146,500	Q3 2018	Q1 2020
Plantation, FL	100% recapture (project expansion); redevelop existing store and auto center for GameTime, Powerhouse Gym, additional retail and restaurants		184,400	Q4 2018	Q1 2020

- 18 -

PROPERTY INFORMATION

Termination Properties

June 30, 2018

As of June 30, 2018, Sears Holdings had terminated the Master Lease with respect to 56 stores totaling 7.4 million square feet of gross leasable area.  During the three months ended June 30, 2018, Sears Holdings provided notice that it intended to exercise its rights to terminate the Master Lease with respect to 18 additional stores totaling 2.7 million square feet of gross leasable area.

As of June 30, 2018, the Company had commenced or completed redevelopment projects at 31 of the terminated properties and will continue to announce redevelopment activity as new leases are signed to occupy the space formerly occupied by Sears Holdings.  As of June 30, 2018, the Company had also sold five of the terminated properties.

The table below includes the 74 properties at which Sears Holdings has terminated the Master Lease, or provided notice of its intent to terminate the Master Lease, as of June 30, 2018:

					Announced
Property	Square Feet		Notice	Termination	Redevelopment
Alpena, MI		118,200	September 2016	January 2017
Chicago, IL (S Kedzie)		118,800	September 2016	January 2017
Cullman, AL		98,500	September 2016	January 2017	Q2 2017
Deming, NM		96,600	September 2016	January 2017
Elkhart, IN		86,500	September 2016	January 2017	Q4 2016
Harlingen, TX		91,700	September 2016	January 2017	Sold
Houma, LA		96,700	September 2016	January 2017	Sold
Kearney, NE		86,500	September 2016	January 2017	Q3 2016
Manistee, MI		87,800	September 2016	January 2017
Merrillville, IN		108,300	September 2016	January 2017	Q4 2016
New Iberia, LA		91,700	September 2016	January 2017	Q2 2017
Riverton, WY		94,800	September 2016	January 2017
Sault Sainte Marie, MI		92,700	September 2016	January 2017
Sierra Vista, AZ		86,100	September 2016	January 2017	Sold
Springfield, IL		84,200	September 2016	January 2017	Q3 2016
Thornton, CO		190,200	September 2016	January 2017	Q1 2017
Yakima, WA		97,300	September 2016	January 2017	Sold
Chapel Hill, OH		187,179	January 2017	April 2017
Concord, NC		137,499	January 2017	April 2017
Detroit Lakes, MN		79,102	January 2017	April 2017
El Paso, TX		103,657	January 2017	April 2017	Q2 2018
Elkins, WV		94,885	January 2017	April 2017
Henderson, NV		122,823	January 2017	April 2017	Q1 2017
Hopkinsville, KY		70,326	January 2017	April 2017	Q1 2018
Jefferson City, MO		92,016	January 2017	April 2017	Q2 2017
Kenton, OH		96,066	January 2017	April 2017
Kissimmee, FL		112,505	January 2017	April 2017
Layton, UT		90,010	January 2017	April 2017
Leavenworth, KS		76,853	January 2017	April 2017
Mount Pleasant, PA		83,536	January 2017	April 2017	Q2 2018
Muskogee, OK		87,500	January 2017	April 2017
Owensboro, KY		68,334	January 2017	April 2017
Paducah, KY		108,244	January 2017	April 2017	Q3 2017
Platteville, WI		94,841	January 2017	April 2017
Riverside, CA (Iowa Ave.)		94,500	January 2017	April 2017
Sioux Falls, SD		72,511	January 2017	April 2017
Albany, NY		216,200	June 2017	October 2017	Q1 2016
Burnsville, MN		161,700	June 2017	October 2017
Chicago, IL (N Harlem)		293,700	June 2017	October 2017
Cockeysville, MD		83,900	June 2017	October 2017	Q1 2017
East Northport, NY		187,000	June 2017	October 2017	Q2 2017
Greendale, WI		238,400	June 2017	October 2017	Q4 2017
Hagerstown, MD		107,300	June 2017	October 2017	Q1 2016 / Sold
Johnson City, NY		155,100	June 2017	October 2017

- 19 -

PROPERTY INFORMATION

Termination Properties (cont’d)
June 30, 2018
					Announced
Property	Square Feet		Notice	Termination	Redevelopment
Lafayette, LA		194,900	June 2017	October 2017
Mentor, OH		208,700	June 2017	October 2017
Middleburg Heights, OH		351,600	June 2017	October 2017
Olean, NY		75,100	June 2017	October 2017	Q1 2017
Overland Park, KS		215,000	June 2017	October 2017
Roseville, MI		277,000	June 2017	October 2017	Q3 2016
Sarasota, FL		204,500	June 2017	October 2017
Toledo, OH		209,900	June 2017	October 2017
Warwick, RI		169,200	June 2017	October 2017	Q3 2016 / Q3 2017
York, PA		82,000	June 2017	October 2017
Friendswood, TX		166,000	June 2017	November 2017 (1)
Westwood, TX		215,000	June 2017	January 2018 (1)
Cedar Rapids, IA		141,100	April 2018	August 2018
Citrus Heights, CA		280,700	April 2018	August 2018
Gainesville, FL		140,500	April 2018	August 2018	Q2 2018
Maplewood, MN		168,500	April 2018	August 2018
Pensacola, FL		212,300	April 2018	August 2018	Q2 2018
Rochester, NY		128,500	April 2018	August 2018
Roseville, CA		121,000	April 2018	August 2018	Q2 2017 / Q1 2018
San Antonio, TX		187,800	April 2018	August 2018	Q4 2015
Warrenton, NJ		113,900	April 2018	August 2018	Q1 2018
Madison, WI		88,100	June 2018	October 2018	Q2 2016
Thousand Oaks, CA		50,300	June 2018	October 2018	Q3 2015
Chesapeake, VA		169,400	June 2018	November 2018
Clay, NY		138,000	June 2018	November 2018
Havre, MT		94,700	June 2018	November 2018
Newark, CA		145,800	June 2018	November 2018
Oklahoma City, OK		173,700	June 2018	November 2018	Q3 2017
Troy, MI		271,300	June 2018	November 2018	Q3 2016
Virginia Beach, VA		86,900	June 2018	November 2018	Q3 2015
Total square feet		10,123,687

(1) The Company and Sears Holdings agreed to extend occupancy beyond October 2017 under the existing Master Lease terms.

- 20 -

PROPERTY INFORMATION

Joint Venture Properties

June 30, 2018

GGP Joint Venture Properties

					Sears or	Recapture	Total
	Mall Name	City	State	Joint Venture	Kmart	Rights (1)	GLA (2)		Leased (2)
1	Northridge Fashion Center	Northridge	CA	GGP II JV	Sears	50%		145,900		100.0	%
2	Altamonte Mall	Altamonte Springs	FL	GGP II JV	Sears	50%		107,200		100.0	%
3	Coastland Center	Naples	FL	GGP II JV	Sears	50%		80,900		100.0	%
4	Cumberland Mall	Atlanta	GA	GGP II JV	Sears	50%		113,200		100.0	%
5	Natick Collection (3)	Natick	MA	GGP I JV	Sears	(4)		71,500		100.0	%
6	Willowbrook Mall	Wayne	NJ	GGP II JV	Sears	(4)		140,600		77.7	%
7	Sooner Mall (3)	Norman	OK	GGP I JV	Sears	50%		33,400		100.0	%
8	Stonebriar Centre	Frisco	TX	GGP I JV	Sears	50%		81,500		100.0	%
9	Alderwood	Lynnwood	WA	GGP I JV	n/a	(4)		88,900		5.2	%

(1) Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions).  In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas.

(2) Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share.

(3) Property is subject to a lease or ground lease agreement.

(4) As of June 30, 2018, the JVs had exercised certain recapture rights with respect to this property or announced plans to exercise such rights according to a specific schedule.

Simon Joint Venture Properties

					Sears or	Recapture	Total
	Mall Name	City	State	Joint Venture	Kmart	Rights (1)	GLA (2)		Leased (2)
1	Santa Rosa Plaza	Santa Rosa	CA	Simon JV	Sears	50%		82,700		100.0	%
2	Briarwood	Ann Arbor	MI	Simon JV	Sears	50%		85,300		100.0	%
3	The Shops at Nanuet	Nanuet	NY	Simon JV	Sears	50%		110,700		100.0	%
4	Woodland Hills Mall	Tulsa	OK	Simon JV	Sears	50%		75,100		100.0	%
5	Barton Creek Square	Austin	TX	Simon JV	Sears	50%		82,300		100.0	%

(1) Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions).  In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas

(2) Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share.

- 21 -

PROPERTY INFORMATION

Joint Venture Properties (cont’d)

June 30, 2018

Macerich Joint Venture Properties

					Sears or	Recapture	Total
	Mall Name	City	State	Joint Venture	Kmart	Rights (1)	GLA (2)		Leased (2)
1	Chandler Fashion Center	Chandler	AZ	Macerich JV	Sears	50%		70,800		100.0	%
2	Arrowhead Towne Center	Glendale	AZ	Macerich JV	Sears	50%		62,500		100.0	%
3	Los Cerritos Center	Cerritos	CA	Macerich JV	Sears	50%		138,800		100.0	%
4	Vintage Faire Mall	Modesto	CA	Macerich JV	Sears	50%		74,300		100.0	%
5	Danbury Fair	Danbury	CT	Macerich JV	Sears	50%		89,200		100.0	%
6	Deptford Mall	Deptford	NJ	Macerich JV	Sears	50%		97,500		100.0	%
7	Freehold Raceway Mall	Freehold	NJ	Macerich JV	Sears	50%		69,400		100.0	%
8	Washington Square Mall	Portland	OR	Macerich JV	Sears	50%		110,000		100.0	%
9	South Plains Mall	Lubbock	TX	Macerich JV	Sears	50%		75,300		100.0	%

(1) Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions).  In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas

(2) Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share.

Invesco Real Estate Joint Venture Properties

					Sears or	Recapture	Total
	Property Address	City	State	Joint Venture	Kmart	Rights	GLA (1)		Leased (1)
1	302 Colorado Avenue	Santa Monica	CA	Mark 302 JV	n/a	(2)		48,200		0.0	%
2	4575 La Jolla Village Drive	San Diego	CA	UTC JV	n/a	(2)		113,100		23.3	%

(1) Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share.

(2) As of June 30, 2018, the JV had exercised its 100% recapture rights with respect to this property.

First Washington Joint Venture Properties

					Sears or	Recapture	Total
	Property Address	City	State	Joint Venture	Kmart	Rights	GLA (1)		Leased (1)
1	1445 New Britain Avenue	West Hartford	CT	West Hartford JV	n/a	(2)		81,800		61.7	%

(1) Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share.

(2) As of June 30, 2018, the JV had exercised its 100% recapture rights with respect to this property.

- 22 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
1	700 East Northern Lights Boulevard	Anchorage	AK	Shopping Center	Sears		(5)		257,700		95.8	%		26
2	1731 2nd Avenue Southwest	Cullman	AL	Freestanding	n/a		(6)		88,500		100.0	%		6
3	3930 McCain Boulevard	North Little Rock	AR	Mall	Sears		(5)		177,100		94.2	%		15
4	2821 East Main Street	Russellville	AR	Freestanding	Kmart	50%			88,000		100.0	%		7
5	4800 North US Highway 89	Flagstaff	AZ	Mall	Sears	50%			66,200		100.0	%		7
6	6515 East Southern Avenue	Mesa	AZ	Mall	Sears	50%			121,900		100.0	%		11
7	10140 North 91st Avenue	Peoria	AZ	Shopping Center	n/a	n/a			104,400		100.0	%		10
8	7611 West Thomas Road	Phoenix	AZ	Mall	Sears	50%			144,200		100.0	%		10
9	12025 North 32nd Street	Phoenix	AZ	Freestanding	n/a	n/a			151,200		100.0	%		11
10	3400 Gateway Boulevard	Prescott	AZ	Mall	Sears	50%			102,300		100.0	%		10
11	2250 El Mercado Loop	Sierra Vista	AZ	Mall	Sears	50%			94,700		100.0	%		7
12	5950 East Broadway Boulevard	Tucson	AZ	Mall	Sears		(5)		250,100		100.0	%		20
13	3150 South 4th Avenue	Yuma	AZ	Shopping Center	Sears	50%			90,400		100.0	%		14
14	3625 East 18th Street	Antioch	CA	Shopping Center	Kmart	50%			95,200		100.0	%		7
15	42126 Big Bear Boulevard	Big Bear Lake	CA	Shopping Center	Kmart	50%			80,400		91.2	%		8
16	20700 South Avalon Boulevard	Carson	CA	Mall	n/a		(5)		182,900		79.4	%		13
17	565 Broadway	Chula Vista	CA	Mall	Sears	50%			250,100		100.0	%		16
18	5900 Sunrise Mall	Citrus Heights	CA	Mall	Sears		(7)		289,500		100.0	%		22
19	912 County Line Road	Delano	CA	Freestanding	Kmart	50%			86,100		100.0	%		6
20	575 Fletcher Parkway	El Cajon	CA	Mall	Sears		(5)		286,500		100.0	%		22
21	3751 South Dogwood Road	El Centro	CA	Mall	Sears	50%			139,700		100.0	%		14
22	1420 Travis Boulevard	Fairfield	CA	Mall	Sears		(5)		164,100		100.0	%		9
23	5901 Florin Road	Florin	CA	Shopping Center	Sears	50%			272,700		100.0	%		20
24	3636 North Blackstone Avenue	Fresno	CA	Shopping Center	Sears	(5)			217,600		100.0	%		13
25	1500 Anna Sparks Way	McKinleyville	CA	Shopping Center	Kmart	50%			94,800		100.0	%		8
26	1011 West Olive Avenue	Merced	CA	Shopping Center	Sears	50%			92,600		100.0	%		10
27	5080 East Montclair Plaza Lane	Montclair	CA	Mall	Sears	50%			174,700		100.0	%		3
28	22550 Town Circle	Moreno Valley	CA	Mall	Sears	50%			169,400		100.0	%		11
29	6000 Mowry Avenue	Newark	CA	Mall	Sears	(7)			145,800		100.0	%		10
30	12121 Victory Boulevard	North Hollywood	CA	Shopping Center	Sears		(5)		161,900		100.0	%		4
31	72880 Highway 111	Palm Desert	CA	Mall	Sears	50%			136,500		100.0	%		8
32	1855 Main Street	Ramona	CA	Shopping Center	Kmart	50%			107,600		94.5	%		10
33	5261 Arlington Avenue	Riverside	CA	Freestanding	Sears	50%			214,200		100.0	%		19
34	3001 Iowa Avenue	Riverside	CA	Freestanding	n/a		(6)		132,600		28.7	%		13
35	1191 Galleria Boulevard	Roseville	CA	Mall	Sears	(5)(7)			139,000		100.0	%		9
36	1700 North Main Street	Salinas	CA	Mall	Sears	50%			133,000		100.0	%		10

- 23 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
37	100 Inland Center	San Bernardino	CA	Mall	Sears	100%			264,700		100.0	%		22
38	1178 El Camino Real	San Bruno	CA	Mall	Sears	50%			276,600		100.0	%		13
39	2180 Tully Road	San Jose	CA	Mall	Sears	50%			262,500		100.0	%		22
40	4015 Capitola Road	Santa Cruz	CA	Mall	Sears		(5)		123,800		90.6	%		10
41	200 Town Center East	Santa Maria	CA	Mall	Sears	50%			108,600		100.0	%		5
42	895 Faulkner Road	Santa Paula	CA	Freestanding	Kmart	50%			71,300		100.0	%		10
43	40710 Winchester Road	Temecula	CA	Mall	Sears		(5)		120,100		94.8	%		10
44	145 West Hillcrest Drive	Thousand Oaks	CA	Shopping Center	Sears	(7)			164,000		100.0	%		11
45	3295 East Main Street	Ventura	CA	Mall	Sears	50%			178,600		100.0	%		2
46	3501 South Mooney Boulevard	Visalia	CA	Shopping Center	Sears	50%			75,600		100.0	%		7
47	1209 Plaza Drive	West Covina	CA	Mall	Sears	50%			142,000		100.0	%		16
48	100 Westminster Mall	Westminster	CA	Mall	Sears		(5)		197,900		100.0	%		14
49	10785 West Colfax Avenue	Lakewood	CO	Shopping Center	Sears	50%			153,000		100.0	%		8
50	1400 East 104th Avenue	Thornton	CO	Shopping Center	n/a		(6)		186,800		30.5	%		25
51	850 Hartford Turnpike	Waterford	CT	Mall	Sears	50%			149,300		100.0	%		11
52	19563 Coastal Highway	Rehoboth Beach	DE	Freestanding	Kmart		(5)		123,300		100.0	%		13
53	5900 Glades Road	Boca Raton	FL	Mall	Sears		(5)		178,500		100.0	%		19
54	303 U.S. Highway 301 Boulevard West	Bradenton	FL	Mall	Sears	50%			99,900		100.0	%		15
55	7350 Manatee Avenue West	Bradenton	FL	Shopping Center	Kmart	50%			82,900		100.0	%		9
56	27001 U.S. 19 North	Clearwater	FL	Mall	Sears		(5)		211,200		100.0	%		14
57	1625 Northwest 107th Avenue	Doral	FL	Mall	Sears	50%			212,900		100.0	%		13
58	4125 Cleveland Avenue	Ft. Myers	FL	Mall	Sears	50%			146,800		100.0	%		12
59	6201 West Newberry Road	Gainesville	FL	Mall	Sears		(7)		140,600		100.0	%		8
60	1675 West 49th Street	Hialeah	FL	Mall	Sears	50%			197,400		100.0	%		8
61	1460 West 49th Street	Hialeah	FL	Freestanding	n/a		(5)		100,500		100.0	%		9
62	2211 West Vine Street	Kissimmee	FL	Shopping Center	n/a		(6)		148,900		24.4	%		14
63	3800 US Highway 98 North	Lakeland	FL	Mall	Sears	50%			156,200		100.0	%		12
64	1050 South Babcock Street	Melbourne	FL	Freestanding	Sears	50%			102,600		100.0	%		14
65	19505 Biscayne Boulevard	Miami	FL	Mall	n/a		(5)		173,300		3.0	%		12
66	20701 Southwest 112th Avenue	Miami	FL	Mall	Sears	100%			170,100		100.0	%		15
67	10700 Biscayne Boulevard	North Miami	FL	Freestanding	n/a		(5)		119,900		95.0	%		11
68	3100 Southwest College Road	Ocala	FL	Mall	Sears	50%			146,200		100.0	%		12
69	380 Blanding Boulevard	Orange Park	FL	Shopping Center	n/a	n/a			87,400		100.0	%		9
70	3111 East Colonial Drive	Orlando	FL	Mall	n/a		(5)		130,400		90.3	%		18
71	733 North Highway 231	Panama City	FL	Mall	Sears	50%			139,300		100.0	%		15
72	7171 North Davis Highway	Pensacola	FL	Shopping Center	Sears		(7)		212,300		100.0	%		15

- 24 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
73	8000 West Broward Boulevard	Plantation	FL	Mall	Sears		(5)		201,600		100.0	%		18
74	8201 South Tamiami Trail	Sarasota	FL	Mall	n/a		(6)		204,500		0.0	%		15
75	4501 66th Street North	St. Petersburg	FL	Freestanding	Kmart	50%			120,600		100.0	%		11
76	2300 Tyrone Boulevard North	St. Petersburg	FL	Mall	n/a		(5)		147,800		97.4	%		14
77	7810 Abercorn Street	Savannah	GA	Mall	Sears	100%			167,300		100.0	%		15
78	500 North Nimitz Highway	Honolulu	HI	Freestanding	n/a		(5)		76,100		100.0	%		4
79	1501 Highway 169 North	Algona	IA	Freestanding	Kmart	50%			99,300		100.0	%		7
80	4600 1st Avenue Northeast	Cedar Rapids	IA	Mall	Sears		(7)		146,000		100.0	%		12
81	1405 South Grand Avenue	Charles City	IA	Freestanding	Kmart	50%			96,600		100.0	%		11
82	2307 Superior Street	Webster City	IA	Shopping Center	Kmart	50%			40,800		100.0	%		4
83	460 North Milwaukee Street	Boise	ID	Mall	Sears	50%			123,600		100.0	%		8
84	4730 West Irving Park Road	Chicago	IL	Freestanding	Sears		(5)		356,700		100.0	%		6
85	1601 North Harlem Avenue	Chicago	IL	Freestanding	n/a		(6)		293,700		5.1	%		7
86	5050 South Kedzie Avenue	Chicago	IL	Shopping Center	n/a		(6)		184,500		22.6	%		9
87	17550 Halsted Street	Homewood	IL	Shopping Center	n/a	n/a			196,100		100.0	%		19
88	3340 Mall Loop Drive	Joliet	IL	Mall	Sears	50%			204,600		100.0	%		17
89	2860 South Highland Avenue	Lombard	IL	Freestanding	n/a	n/a			139,300		100.0	%		8
90	4902-5000 23rd Avenue	Moline	IL	Freestanding	Kmart	50%			123,700		97.4	%		12
91	7503 West Cermak Road	North Riverside	IL	Mall	Sears		(5)		202,500		88.7	%		13
92	2 Orland Square Drive	Orland Park	IL	Mall	Sears		(5)		199,600		100.0	%		16
93	2500 Wabash Avenue	Springfield	IL	Shopping Center	n/a		(6)		131,400		84.9	%		14
94	3231 Chicago Road	Steger	IL	Freestanding	Kmart	50%			87,400		100.0	%		3
95	3101 Northview Drive	Elkhart	IN	Shopping Center	n/a		(6)		86,600		100.0	%		8
96	4201 Coldwater Road	Ft. Wayne	IN	Mall	Sears		(5)		231,900		100.0	%		15
97	101 West Lincoln Highway	Merrillville	IN	Shopping Center	n/a		(6)		170,900		90.3	%		17
98	4820 South 4th Street Trafficway	Leavenworth	KS	Freestanding	n/a		(6)		83,600		0.0	%		9
99	9701 Metcalf Avenue	Overland Park	KS	Shopping Center	n/a		(6)		215,000		5.6	%		19
100	3010 Fort Campbell Boulevard	Hopkinsville	KY	Shopping Center	n/a		(6)		93,000		51.5	%		13
101	2815 West Parrish Avenue	Owensboro	KY	Shopping Center	n/a		(6)		68,300		0.0	%		5
102	5101 Hinkleville Road	Paducah	KY	Mall	n/a		(6)		97,300		66.2	%		9
103	5715 Johnston Street	Lafayette	LA	Mall	n/a		(6)		194,900		0.0	%		16
104	900 East Admiral Doyle Drive	New Iberia	LA	Freestanding	n/a		(6)		96,600		100.0	%		12
105	200 Grossman Drive	Braintree	MA	Shopping Center	n/a		(5)		84,900		100.0	%		34
106	1325 Broadway	Saugus	MA	Mall	Sears		(5)		210,800		68.8	%		16
107	15700 Emerald Way	Bowie	MD	Shopping Center	Sears		(5)		131,000		100.0	%		11
108	126 Shawan Road	Cockeysville	MD	Shopping Center	n/a	(5)(6)			122,800		37.7	%		12

- 25 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
109	3207 Solomons Island Road	Edgewater	MD	Shopping Center	Kmart	50%			117,200		100.0	%		14
110	417 Main Street	Madawaska	ME	Shopping Center	Kmart	50%			49,700		100.0	%		2
111	2355 US Highway 23 South	Alpena	MI	Freestanding	n/a		(6)		118,200		0.0	%		12
112	1250 Boardman-Jackson Crossing	Jackson	MI	Shopping Center	Sears	50%			152,700		100.0	%		15
113	2100 Southfield Road	Lincoln Park	MI	Shopping Center	Sears	50%			301,700		100.0	%		17
114	1560 US 31 South	Manistee	MI	Shopping Center	n/a		(6)		94,700		0.0	%		12
115	32123 Gratiot Avenue	Roseville	MI	Mall	n/a	(5)(6)			367,900		35.6	%		21
116	2760 I-75 Business Spur	Sault Sainte Marie	MI	Freestanding	n/a		(6)		92,700		0.0	%		11
117	22801 Harper Avenue	St. Clair Shores	MI	Freestanding	n/a		(5)		103,000		100.0	%		11
118	300 West 14 Mile Road	Troy	MI	Mall	Sears	(5)(7)			384,100		100.0	%		30
119	3100 Washtenaw Road	Ypsilanti	MI	Freestanding	n/a	n/a			99,400		100.0	%		12
120	14250 Buck Hill Road	Burnsville	MN	Mall	n/a		(6)		161,700		0.0	%		15
121	1305 Highway 10 West	Detroit Lakes	MN	Shopping Center	n/a		(6)		87,100		9.2	%		15
122	3001 White Bear Avenue North	Maplewood	MN	Mall	Sears		(7)		174,900		100.0	%		14
123	425 Rice Street	St. Paul	MN	Freestanding	Sears	100%			217,900		100.0	%		17
124	11 South Kingshighway Street	Cape Girardeau	MO	Freestanding	Kmart	50%			82,600		100.0	%		6
125	1 Flower Valley Shopping Center	Florissant	MO	Shopping Center	Kmart		(5)		124,000		100.0	%		11
126	2304 Missouri Boulevard	Jefferson City	MO	Freestanding	n/a		(6)		97,700		100.0	%		10
127	3700 South Campbell Avenue	Springfield	MO	Shopping Center	n/a	n/a			112,900		100.0	%		8
128	2308 Highway 45 North	Columbus	MS	Shopping Center	Kmart	50%			166,700		97.5	%		18
129	3180 Highway 2 West	Havre	MT	Freestanding	Kmart	(7)			94,700		100.0	%		9
130	1 South Tunnel Road	Asheville	NC	Mall	Sears		(5)		240,700		100.0	%		16
131	545 Concord Parkway North	Concord	NC	Shopping Center	n/a		(6)		171,300		19.7	%		26
132	1302 Bridford Parkway	Greensboro	NC	Shopping Center	n/a	n/a			171,700		77.6	%		16
133	1 20th Avenue Southeast	Minot	ND	Shopping Center	Kmart	50%			110,400		100.0	%		13
134	4700 2nd Avenue	Kearney	NE	Freestanding	n/a		(6)		80,000		47.5	%		8
135	1500 South Willow Street	Manchester	NH	Mall	Sears	50%			144,100		100.0	%		11
136	310 Daniel Webster Highway	Nashua	NH	Mall	Sears	50%			167,100		100.0	%		7
137	50 Fox Run Road	Portsmouth	NH	Mall	Sears	50%			127,000		100.0	%		13
138	77 Rockingham Park Boulevard	Salem	NH	Mall	Sears		(5)		250,500		100.0	%		14
139	1500 Highway 35	Middletown	NJ	Freestanding	n/a	100%			191,100		100.0	%		23
140	1640 Route 22	Watchung	NJ	Freestanding	n/a		(5)		126,700		75.7	%		19
141	1205 East Pine Street	Deming	NM	Freestanding	n/a		(6)		96,600		0.0	%		10
142	3000 East Main Street	Farmington	NM	Freestanding	Kmart	50%			90,700		100.0	%		11
143	2220 North Grimes Street	Hobbs	NM	Shopping Center	Kmart	50%			88,900		100.0	%		8
144	10405 South Eastern Avenue	Henderson	NV	Shopping Center	n/a		(6)		143,500		100.0	%		12

- 26 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
145	4000 Meadows Lane	Las Vegas	NV	Mall	Sears		(5)		139,200		77.6	%		11
146	5400 Meadowood Mall Circle	Reno	NV	Mall	Sears		(5)		198,800		100.0	%		3
147	1425 Central Avenue	Albany	NY	Mall	n/a	(5)(6)			277,900		17.7	%		21
148	4155 State Route 31	Clay	NY	Mall	Sears	(7)			146,500		100.0	%		12
149	4000 Jericho Turnpike	East Northport	NY	Shopping Center	n/a		(6)		179,700		92.7	%		18
150	195 North Broadway	Hicksville	NY	Freestanding	Sears		(5)		362,500		100.0	%		30
151	601 Harry L Drive	Johnson City	NY	Mall	n/a		(6)		155,100		0.0	%		11
152	2801 West State Street	Olean	NY	Freestanding	n/a	(5)(6)			118,000		46.9	%		13
153	317 Greece Ridge Center Drive	Rochester	NY	Mall	Sears		(7)		128,500		100.0	%		15
154	171 Delaware Avenue	Sidney	NY	Shopping Center	Kmart	50%			94,400		100.0	%		19
155	200 Eastview Mall	Victor	NY	Mall	Sears	50%			123,000		100.0	%		14
156	600 Lee Boulevard	Yorktown Heights	NY	Mall	Sears		(5)		160,000		100.0	%		12
157	4100 Belden Village Avenue Northwest	Canton	OH	Mall	Sears		(5)		219,400		100.0	%		19
158	2000 Brittain Road	Chapel Hill	OH	Mall	n/a		(6)		193,100		0.0	%		21
159	2700 Miamisburg Centerville Road	Dayton	OH	Mall	Sears		(5)		171,900		95.8	%		16
160	1005 East Columbus Street	Kenton	OH	Freestanding	n/a		(6)		96,100		0.0	%		11
161	502 Pike Street	Marietta	OH	Freestanding	Kmart	50%			87,500		100.0	%		7
162	7875 Johnnycake Ridge Road	Mentor	OH	Mall	n/a		(6)		208,700		0.0	%		20
163	6950 West 130th Street	Middleburg Heights	OH	Shopping Center	n/a		(6)		351,600		0.0	%		15
164	1447 North Main Street	North Canton	OH	Shopping Center	Kmart	50%			87,100		100.0	%		9
165	555 South Avenue	Tallmadge	OH	Freestanding	Kmart	50%			84,200		100.0	%		8
166	3408 West Central Avenue	Toledo	OH	Shopping Center	n/a		(6)		209,900		0.0	%		11
167	4 East Shawnee Road	Muskogee	OK	Freestanding	n/a		(6)		87,500		0.0	%		10
168	4400 South Western Avenue	Oklahoma City	OK	Freestanding	Sears	(5)(7)			223,700		100.0	%		24
169	3132 East 51st Street	Tulsa	OK	Freestanding	n/a	n/a			87,200		100.0	%		9
170	1180 Southeast 82nd Avenue	Happy Valley	OR	Mall	Sears	50%			144,300		100.0	%		12
171	2640 West 6th Street	The Dalles	OR	Freestanding	Kmart	50%			87,100		100.0	%		8
172	1180 Walnut Bottom Road	Carlisle	PA	Shopping Center	Kmart	50%			117,800		100.0	%		3
173	3975 Columbia Avenue	Columbia	PA	Shopping Center	Kmart	50%			86,700		100.0	%		8
174	160 North Gulph Road (8)	King Of Prussia	PA	Mall	n/a	n/a			210,900		97.6	%		14
175	1745 Quentin Road	Lebanon	PA	Shopping Center	Kmart	50%			117,200		100.0	%		15
176	100 Cross Roads Plaza	Mount Pleasant	PA	Shopping Center	n/a		(6)		83,500		69.9	%		10
177	400 North Best Avenue	Walnutport	PA	Freestanding	Kmart	50%			121,200		100.0	%		16
178	1094 Haines Road	York	PA	Shopping Center	n/a		(6)		82,000		0.0	%		6
179	PR 167 & Las Cumbres	Bayamon	PR	Shopping Center	Kmart	50%			115,200		100.0	%		10
180	400 Calle Betances	Caguas	PR	Mall	Sears	50%			138,700		100.0	%		8

- 27 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
181	Avenue 65 Infanteria	Carolina	PR	Mall	Sears	50%			198,000		100.0	%		11
182	Martinez Nadal Avenue	Guaynabo	PR	Shopping Center	Kmart		(5)		217,100		94.4	%		18
183	PR Road 2, Km 149.5	Mayaguez	PR	Shopping Center	Kmart	50%			118,200		100.0	%		13
184	2643 Ponce Bypass	Ponce	PR	Shopping Center	Kmart	50%			126,900		100.0	%		9
185	650 Bald Hill Road	Warwick	RI	Shopping Center	n/a	(5)(6)			211,700		90.6	%		20
186	3801B Clemson Boulevard	Anderson	SC	Shopping Center	n/a		(5)		117,100		100.0	%		12
187	7801 Rivers Avenue	Charleston	SC	Mall	n/a		(5)		127,500		46.8	%		14
188	2302 Cherry Road	Rock Hill	SC	Shopping Center	Kmart	50%			89,300		100.0	%		12
189	3020 West 12th Street	Sioux Falls	SD	Freestanding	n/a		(6)		72,500		0.0	%		6
190	2800 North Germantown Parkway	Cordova	TN	Mall	Sears	50%			160,900		100.0	%		12
191	4570 Poplar Avenue	Memphis	TN	Freestanding	n/a		(5)		112,700		80.7	%		11
192	12625 North Interstate Highway 35	Austin	TX	Shopping Center	Sears		(5)		172,000		26.2	%		25
193	3450 West Camp Wisdom Road	Dallas	TX	Mall	Sears	50%			205,300		100.0	%		13
194	9484 Dyer Street	El Paso	TX	Freestanding	n/a		(6)		112,000		54.0	%		11
195	300 Baybrook Mall	Friendswood	TX	Mall	n/a		(6)		166,000		0.0	%		13
196	303 Memorial City	Houston	TX	Mall	Sears	50%			214,400		100.0	%		20
197	12605 North Gessner Road	Houston	TX	Freestanding	n/a	n/a			134,000		100.0	%		11
198	6301 Northwest Loop 410	Ingram	TX	Mall	Sears	50%			168,400		100.0	%		12
199	2501 Irving Mall	Irving	TX	Mall	Sears	50%			83,200		95.6	%		18
200	201 Central Park Mall	San Antonio	TX	Freestanding	Sears	(5)(7)			213,000		97.8	%		15
201	4000 North Shepherd	Shepherd	TX	Freestanding	Sears	50%			201,700		100.0	%		12
202	13131 Preston Road	Valley View	TX	Mall	n/a		(5)		235,000		2.5	%		23
203	9570 Southwest Freeway	Westwood	TX	Freestanding	n/a		(6)		213,600		0.0	%		18
204	2010 North Main Street	Layton	UT	Shopping Center	n/a		(6)		176,800		34.3	%		14
205	7453 South Plaza Center Drive	West Jordan	UT	Shopping Center	Sears		(5)		210,800		95.5	%		12
206	5901 Duke Street	Alexandria	VA	Mall	Sears	50%			262,100		100.0	%		18
207	1401 Greenbrier Parkway	Chesapeake	VA	Mall	Sears	(7)			169,400		100.0	%		15
208	12000 Fair Oaks Mall	Fairfax	VA	Mall	Sears		(5)		220,700		72.3	%		15
209	5200 Mercury Boulevard	Hampton	VA	Shopping Center	Sears	50%			245,000		100.0	%		16
210	4588 Virginia Beach Boulevard	Virginia Beach	VA	Mall	Sears	(7)			197,300		100.0	%		14
211	141 West Lee Highway	Warrenton	VA	Shopping Center	Sears		(7)		121,100		100.0	%		9
212	2200 148th Avenue Northeast	Redmond	WA	Shopping Center	Sears		(5)		267,400		86.6	%		15
213	8800 Northeast Vancouver Mall Drive	Vancouver	WA	Mall	Sears	50%			129,600		100.0	%		10
214	5200 South 76th Street	Greendale	WI	Mall	n/a		(6)		187,500		63.3	%		21
215	53 West Towne Mall	Madison	WI	Mall	Sears	(5)(7)			142,400		100.0	%		18
216	1425 East Bus Highway 151	Platteville	WI	Freestanding	n/a		(6)		94,800		0.0	%		10

- 28 -

PROPERTY INFORMATION

Wholly Owned Properties

June 30, 2018

					Sears or	Recapture		Total					Land
	Property Address	City	State	Property Type (1)	Kmart	Rights (2)(3)		GLA (4)		Leased (4)			Acres
217	1701 4th Avenue West	Charleston	WV	Shopping Center	Kmart	50%			105,600		100.0	%		10
218	731 Beverly Pike	Elkins	WV	Shopping Center	n/a		(6)		99,600		0.0	%		8
219	101 Great Teays Boulevard	Scott Depot	WV	Freestanding	Kmart	50%			89,800		100.0	%		8
220	4000 East 2nd Street	Casper	WY	Shopping Center	Kmart	50%			91,400		100.0	%		8
221	2150 South Douglas Highway	Gillette	WY	Freestanding	Kmart	50%			94,600		100.0	%		10
222	1960 North Federal Boulevard	Riverton	WY	Freestanding	n/a		(6)		94,800		0.0	%		9
	Total - Wholly-Owned Properties								34,059,400		80.8	%		2,836

(1) Company classification.  Mall properties are attached to regional malls; Shopping Center properties include properties attached, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties.

(2) Properties with 50% recapture rights are subject to the Company's right to recapture approximately 50% of the space within a store (subject to certain exceptions).  In addition, the Company has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas.

(3) In addition to the 50% recapture rights described above, properties with 100% recapture rights are subject to the Company's right to recapture the entire space within a store for a specified fee.

(4) Based on signed leases as of June 30, 2018.

(5) As of June 30, 2018, the Company had exercised certain recapture rights with respect to this property.

(6) As of June 30, 2018, Sears Holdings had exercised its termination rights with respect to this property.

(7) During the quarter ended June 30, 2018, Sears Holdings notified the Company of its intent to exercise its termination rights with respect to this property.

(8) Property is subject to a ground lease.

- 29 -

DISCLOSURES

Non-GAAP Measures

The Company makes reference to NOI, Total NOI, EBITDA, Adjusted EBITDA, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

None of Total NOI, EBITDA, Adjusted EBITDA, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance.  Reconciliations of these measures to the respective GAAP measures we deem most comparable have been provided in the tables accompanying this press release.

Net Operating Income ("NOI”), Total NOI and Annualized Total NOI

NOI is defined as income from property operations less property operating expenses.  The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.

The Company also uses Total NOI, which includes its proportional share of unconsolidated properties.  This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.  The Company also considers Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Annualized Total NOI is an estimate, as of the end of the reporting period, of the annual Total NOI to be generated by the Company’s portfolio including all signed leases and modifications to the Company’s master lease with Sears Holdings with respect to recaptured space.   We calculate Annualized Total NOI by adding or subtracting current period adjustments for leases that commenced or expired during the period to Total NOI (as defined) for the period and annualizing, and then adding estimated annual Total NOI attributable to SNO leases and subtracting estimated annual Total NOI attributable to Sears Holdings’ space to be recaptured.

Earnings before Interest Expense, Income Tax, Depreciation, and Amortization for Real Estate ("EBITDAre") and Company EBITDA

EBITDAre is calculated in accordance with the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of EBITDA.  EBITDAreis calculated as net income computed in accordance with GAAP, excluding interest expense, income tax expense, depreciation and amortization, gains (or losses) from property sales and impairment charges on depreciable real estate assets.  The Company believes EBITDAre provides useful information to investors regarding our results of operations because it removes the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization).  Management also believes the use of EBITDAre facilitates comparisons between us and other equity REITs and real property owners that are not REITs.

The Company makes certain adjustments to EBITDAre, which it refers to as Company EBITDA, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses and certain up-front-hiring and personnel costs that it does not believe are representative of ongoing operating results.

Funds From Operations ("FFO") and Company FFO

FFO is calculated in accordance with NAREIT, which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets.  The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.  

The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as lease termination income, loss on interest rate cap, litigation charges, acquisition-related expenses, and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results.  The Company previously referred to this metric as Normalized FFO; the definition and calculation remain the same.

- 30 -

DISCLOSURES

Forward-Looking Statements

This document contains forward-looking statements, which are based on the current beliefs and expectations of management and are subject to significant risks, assumptions and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to: competition in the real estate and retail industries; our substantial dependence on Sears Holdings Corporation; Sears Holdings Corporation’s termination and other rights under its master lease with us; risks relating to our recapture and acquisition of properties and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; and our lack of operating history.  For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in filings with the Securities and Exchange Commission.  While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially.  We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

- 31 -

Seritage Growth Properties

500 Fifth Avenue | New York, NY 10110

212-355-7800 | www.seritage.com