srg-ex992

Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”) is a fully-integrated, self-administered and self-managed REIT that is principally engaged in the acquisition, ownership, development, redevelopment, management, and leasing of diversified retail and mixed-use real estate throughout the United States.

As of March 31, 2019, the Company’s portfolio consisted of interests in 225 properties totaling approximately 35.6 million square feet of gross leasable area, including 198 wholly owned properties totaling approximately 30.8 million square feet of GLA across 46 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 27 joint venture properties totaling approximately 4.8 million square feet of GLA across 13 states (the “JV Properties”).

The Company’s primary objective is to create value for its shareholders through the re-leasing and redevelopment of the majority of its Wholly Owned Properties and JV Properties. In doing so, the Company expects to meaningfully grow net operating income and diversify its tenant base while transforming its portfolio from one with a single-tenant orientation to one comprised predominately of first-class, multi-tenant shopping centers and larger-scale, mixed-use properties. In order to achieve its objective, the Company intends to execute the following strategies:

On June 11, 2015, Sears Holdings Corporation (“Sears Holdings”) effected a rights offering to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of (i) 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Acquired Properties”), and (ii) Sears Holdings’ 50% interests in three joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (the “Acquired JV Properties”). Concurrent with the acquisition, the Company leased back to Sears Holdings space at 224 of the Acquired Properties under a master lease agreement (the “Original Master Lease”) and space at all 31 Acquired JV Properties under multiple master lease agreements (the “Original JV Master Leases”).

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 transactions with Sears Holdings and commenced operations. The Company did not have any operations prior to the completion of the rights offering and the transactions with Sears Holdings.

On October 15, 2018, Sears Holdings and certain of its affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On February 11, 2019, Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc.(“ESL”), completed the acquisition of an approximately 425-store retail footprint and other assets and component businesses of Sears Holdings on a going-concern basis (the “Holdco Acquisition”). On February 28, 2019, the Company and certain affiliates of Holdco executed a master lease with respect to 51 Acquired Properties (the “Holdco Master Lease”). The Holdco Master Lease became effective on March 12, 2019, when the Bankruptcy Court issued an order approving the rejection of the Original Master Lease.

As of March 31, 2019, the Company leased space at 51 Wholly Owned Properties to Holdco pursuant to the Holdco Master Lease and space at 19 JV Properties continued to be leased to Sears Holdings pursuant to the Original JV Master Leases. Under the Holdco Master Lease and Original JV Master Leases, the Company has the right to recapture certain space at each property occupied by Holdco and Sears Holdings, respectively, for retenanting or redevelopment purposes.

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.

			Three Months Ended March 31,
Financial Results			2019			2018
Net (loss) income attributable to Seritage common shareholders (page 3)			$	(8,192	)	$	9,100
Total NOI (page 5)				24,278			36,879
FFO (page 7)				(5,178	)		11,048
Company FFO (page 7)				(5,060	)		12,429
Net (loss) income per diluted share attributable to Seritage common shareholders (page 3)			$	(0.23	)	$	0.26
FFO per diluted share (page 7)				(0.09	)		0.20
Company FFO per diluted share (page 7)				(0.09	)		0.22
Wtd. avg. diluted shares - EPS				35,671			35,501
Wtd. avg diluted shares - FFO/share				55,790			55,719
Stock trading price range			$32.98 to $46.48			$34.60 to $42.77

			As of			As of
Financial Ratios (page 4)			March 31, 2019			December 31, 2018
Total debt to total market capitalization				38.6	%		46.1	%
Net debt to Company EBITDA				12.3	x		10.3	x
Company EBITDA to cash interest expense				1.1	x		1.3	x

			As of			As of
Property Data (page 10)			March 31, 2019			December 31, 2018
Number of properties				225			232
Gross leasable area (total / at share)			35,628 / 33,210			36,299 / 33,951
Percentage leased (total / at share)			56.6% / 55.0%			67.0% / 66.3%

	As of March 31, 2019
			% of Total
Tenant	Annual Rent		Annual Rent			Annual Rent PSF
Sears/Kmart	$	31,746		16.7	%	$	3.89
In-place diversified, non-Sears leases		74,692		39.2	%		13.58
Signed not yet opened ("SNO") in-place diversified, non-Sears leases		84,032		44.1	%		18.18
Total	$	190,470		100.0	%	$	10.42

	As of March 31, 2018
			% of Total
Tenant	Annual Rent		Annual Rent			Annual Rent PSF
Sears/Kmart	$	99,065		45.7	%	$	4.52
In-place diversified, non-Sears leases		52,634		24.3	%		12.86
SNO in-place diversified, non-Sears leases		64,914		30.0	%		18.73
Total	$	216,613		100.0	%	$	7.35

	March 31, 2019			December 31, 2018
ASSETS
Investment in real estate
Land	$	682,176		$	696,792
Buildings and improvements		912,767			900,173
Accumulated depreciation		(147,679	)		(137,947	)
		1,447,264			1,459,018
Construction in progress		327,006			292,049
Net investment in real estate		1,774,270			1,751,067
Real estate held for sale		7,510			3,094
Investment in unconsolidated joint ventures		419,528			398,577
Cash and cash equivalents		442,625			532,857
Tenant and other receivables, net		41,740			36,926
Lease intangible assets, net		101,452			123,656
Prepaid expenses, deferred expenses and other assets, net		52,700			29,899
Total assets	$	2,839,825		$	2,876,076

LIABILITIES AND EQUITY
Liabilities
Term Loan Facility, net	$	1,598,171		$	1,598,053
Accounts payable, accrued expenses and other liabilities		118,674			127,565
Total liabilities		1,716,845			1,725,618

Commitments and contingencies

Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized; 35,689,708 and 35,667,521 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		357			357
Class B common shares $0.01 par value; 5,000,000 shares authorized; 1,322,365 shares issued and outstanding as of March 31, 2019 and December 31, 2018		13			13
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018; liquidation preference of $70,000		28			28
Additional paid-in capital		1,124,457			1,124,504
Accumulated deficit		(362,606	)		(344,132	)
Total shareholders' equity		762,249			780,770
Non-controlling interests		360,731			369,688
Total equity		1,122,980			1,150,458
Total liabilities and equity	$	2,839,825		$	2,876,076

	Three Months Ended March 31,
	2019			2018
REVENUE
Rental revenue	$	43,578		$	53,777
Management and other fee income		282			—
Total revenue		43,860			53,777
EXPENSES
Property operating		10,237			7,241
Real estate taxes		10,192			11,381
Depreciation and amortization		26,216			34,667
General and administrative		9,759			7,797
Provision for doubtful accounts		—			61
Total expenses		56,404			61,147
Gain on sale of real estate, net		21,261			41,831
Equity in income (loss) of unconsolidated joint ventures		1,222			(2,582	)
Interest and other income		2,598			680
Interest expense		(23,454	)		(16,419	)
Change in fair value of interest rate cap		—			165
(Loss) income before income taxes		(10,917	)		16,305
Provision for income taxes		23			(104	)
Net (loss) income		(10,894	)		16,201
Net income (loss) attributable to non-controlling interests		3,927			(5,873	)
Net loss (income) attributable to Seritage	$	(6,967	)	$	10,328
Preferred dividends		(1,225	)		(1,228	)
Net (loss) income attributable to Seritage common shareholders	$	(8,192	)	$	9,100

Net (loss) income per share attributable to Seritage Class A and Class C common shareholders - Basic	$	(0.23	)	$	0.26
Net (loss) income per share attributable to Seritage Class A and Class C common shareholders - Diluted	$	(0.23	)	$	0.26
Weighted average Class A and Class C common shares outstanding - Basic		35,671			35,414
Weighted average Class A and Class C common shares outstanding - Diluted		35,671			35,501

	As of			As of
Equity Market Capitalization	March 31, 2019			December 31, 2018
Class A common shares outstanding		35,690			35,668
OP units outstanding		20,119			20,119
Total shares & units outstanding		55,809			55,787
Share Price	$	44.44		$	32.33
Equity market capitalization	$	2,480,152		$	1,803,594

Total Market Capitalization
Equity market capitalization	$	2,480,152		$	1,803,594
Preferred equity		70,000			70,000
Total debt		1,600,000			1,600,000
Total market capitalization	$	4,150,152		$	3,473,594

Financial Ratios
Total debt to total market capitalization		38.6	%		46.1	%

Total debt	$	1,600,000		$	1,600,000
Cash and cash equivalents		(442,625	)		(532,857	)
Net Debt	$	1,157,375		$	1,067,143

Net debt to Company EBITDA (1)		12.3	x		10.3	x

Gross real estate investments	$	2,165,572		$	2,156,295
Investment in unconsolidated joint ventures		419,528			398,577
Total real estate investments	$	2,585,100		$	2,554,872

Net debt to total real estate investments		44.8	%		41.8	%

Interest expense (net of amounts capitalized) (1)	$	97,055		$	90,020
Amortization of deferred financing costs (1)		(8,721	)		(10,323	)
Cash interest expense (net of amounts capitalized) (1)	$	88,334		$	79,697

Company EBITDA to cash interest expense (net of amounts capitalized) (1)		1.1	x		1.3	x

	Three Months Ended March 31,
FFO and Company FFO	2019			2018
Net (loss) income	$	(10,894	)	$	16,201
Real estate depreciation and amortization (consolidated properties)		25,575			34,113
Real estate depreciation and amortization (unconsolidated joint ventures)		2,627			3,793
Gain on sale of real estate		(21,261	)		(41,831	)
Dividends on preferred shares		(1,225	)		(1,228	)
FFO attributable to common shareholders and unitholders	$	(5,178	)	$	11,048
Termination fee income		—			(174	)
Change in fair value of interest rate cap		—			(165	)
Amortization of deferred financing costs		118			1,720
Company FFO attributable to common shareholders and unitholders	$	(5,060	)	$	12,429

FFO per diluted common share and unit	$	(0.09	)	$	0.20
Company FFO per diluted common share and unit	$	(0.09	)	$	0.22

Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding		35,671			35,501
Weighted average OP units outstanding		20,119			20,218
Weighted average common shares and units outstanding		55,790			55,719

	As of		As of
Debt Summary	March 31, 2019		December 31, 2018
Term Loan Facility (drawn / undrawn)	$1,600,000 / 400,000		$1,600,000 / 400,000
Interest rate / undrawn rate	7.00% / 1.00%		7.00% / 1.00%
Maturity	July 2023		July 2023

Prepaid Expenses, Deferred Expenses and Other Assets
Right of use asset	$	19,373	$	—
Deferred expenses		12,641		9,621
Other assets		6,731		5,411
FF&E		4,861		5,299
Prepaid real estate taxes		4,334		2,680
Other prepaid expenses		2,884		3,605
Prepaid insurance		1,876		3,283
Total prepaid expenses, deferred expenses and other assets	$	52,700	$	29,899

Accounts Payable, Accrued Expenses and Other Liabilities
Accounts payable and accrued expenses	$	24,013	$	28,065
Accrued development expenditures		17,438		26,180
Dividends and distributions payable		15,668		15,758
Below-market leases		11,947		12,281
Accrued real estate taxes		10,760		14,108
Environmental reserve		9,477		9,477
Lease liability		8,368		—
Unearned tenant reimbursements		7,530		10,975
Prepaid rental income		6,773		4,021
Accrued interest		4,978		4,978
Deferred maintenance		1,722		1,722
Total accounts payable, accrued expenses and other liabilities	$	118,674	$	127,565

The following table provides a summary of the Company’s portfolio, including JV Properties presented at the Company’s proportional share, as of March 31, 2019:

As of March 31, 2019, the portfolio included 117 properties characterized as attached to regional malls and 108 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 March 31, 2019:

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 March 31, 2019:

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 March 31, 2019:

(dollars in thousands)
Tenant	Number of Leases		Annual Rent		% of Total Annual Rent			Concepts/Brands
Sears/Kmart (1)		70	$	31,746		16.7	%	Sears, Sears Auto Center, Kmart
Dave & Busters		10		8,383		4.4	%
Round One Entertainment		8		7,738		4.1	%
Dick's Sporting Goods		8		6,604		3.5	%
At Home		11		6,592		3.5	%
24 Hour Fitness		7		6,405		3.4	%
Burlington Stores		10		6,195		3.3	%
Ross Dress For Less		15		5,512		2.9	%	Ross Dress for Less, dd's Discounts
Cinemark		4		4,899		2.6	%
Nordstrom Rack		6		4,385		2.3	%
Equinox Fitness		17		4,302		2.3	%	Equinox, Blink Fitness
AMC		3		4,202		2.2	%
Primark		3		3,925		2.1	%
Floor & Décor		3		3,082		1.6	%
Hobby Lobby		5		2,694		1.4	%
Bed Bath & Beyond		6		2,491		1.3	%	Bed Bath & Beyond, buybuyBaby, Cost Plus World Market, Christmas Tree Shops andThat!
TJX		9		2,353		1.2	%	TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post
Petsmart		4		2,012		1.1	%

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 March 31, 2019:

(in thousands except property count and PSF data)
State	Number of Properties		Annual Rent		% of Total Annual Rent			Rent PSF
California		39	$	34,467		18.1	%	$	7.81
Florida		25		30,587		16.1	%		16.34
New York		11		11,538		6.1	%		18.76
Texas		15		11,387		6.0	%		8.89
Illinois		10		10,760		5.6	%		11.67
New Jersey		5		8,811		4.6	%		15.51
Pennsylvania		6		7,248		3.8	%		12.20
Puerto Rico		6		6,874		3.6	%		7.60
Virginia		5		5,733		3.0	%		12.22
Michigan		10		4,304		2.3	%		7.23
Total Top 10		132	$	131,709		69.2	%	$	10.76
Other (1)		93		58,761		30.8	%		9.73
Total		225	$	190,470		100.0	%	$	10.42

The table below provides a summary of the Company’s leasing activity since inception through March 31, 2019, 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		42		714		10,709		15.00		42		714		10,709		15.00		3.7	x
Q3 2018		22		546		7,487		13.71		18		529		7,012		13.26		3.8	x
Q4 2018		30		664		13,930		20.98		29		659		13,749		20.86		4.0	x
2018		114		2,315		40,041		17.30		108		2,291		39,361		17.18		3.9	x
Q1 2019		29		365		10,972		30.06		26		343		10,598		30.90		4.1	x
Total Retail		311		7,510	$	136,980	$	18.24		285		7,122	$	130,688	$	18.35		4.1	x
Other (1)		5		740		5,156
Total		316		8,250	$	142,136

The table below provides a summary of the Company’s SNO leases from December 31, 2018 to March 31, 2019, including JV Properties presented at the Company’s proportional share:

Below is a summary of the Company’s announced development activity from inception through March 31, 2019, presented at 100% share and including certain assets that have been monetized through sale or joint venture:

(in millions)
								Total						Estimated
	Number		Project		Percentage			Estimated		Spent		Projected Annual Income (2)		Incremental
Project Status	of Projects		Square Feet		Leased			Project Costs (1)		To Date		Total	Incremental	Yield (3)
Complete		17		1.6		95	%	$ 135 - 140		$	124
Substantially Complete / Delivered to Tenant(s)		25		2.8		78	%	345 - 370			244
Underway		30		4.3		56	%	820 - 850			229
Announced		9		1.2		57	%	200 - 215			16
Current Projects		81		9.9		69	%	$ 1,500 - 1,575		$	613	$ 204 - 212	$ 162 - 169	10.3 - 11.3%
Acquired		15							64
Sold		3							16
Total Projects		99						$ 1,580 - 1,655

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

Project

Construction

Substantial

Property

Description

Square Feet

Start

Completion

King of Prussia, PA

Repurpose former auto center space for Outback Steakhouse, Yard House and Escape Room

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

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

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

Jefferson City, MO

Termination property; redevelop existing store for Orscheln Farm and Home

96,000

Complete

Guaynabo, PR

Partial recapture; redevelop existing store for Planet Fitness, Capri and additional retail and restaurants

56,100

Complete

Westwood, TX

Termination property; site has been leased to Sonic Automotive and will be repurposed as an auto dealership

213,600

Complete

Florissant, MO

Site densification; new outparcel for Chick-fil-A

5,000

Complete

Albany, NY

Recapture and repurpose auto center space for BJ's Brewhouse, Ethan Allen and additional small shop retail

28,000

Substantially Complete

Kearney, NE

Termination property; redevelop existing store for Marshall's, PetSmart, Ross Dress for Less and Five Below

92,500

Substantially Complete

Dayton, OH

Recapture and repurpose auto center space for Outback Steakhouse and additional restaurants

14,100

Substantially Complete

St. Clair Shores, MI

100% recapture; demolish existing store and develop site for new Kroger grocery store

107,200

Delivered to Tenant(s)

New Iberia, LA

Termination property; redevelop existing store for Ross Dress for Less, Rouses Supermarkets, Hobby Lobby and small shop retail

93,100

Delivered to Tenant(s)

Hopkinsville, KY

Termination property; redevelop existing store for Bargain Hunt, Farmer's Furniture, Harbor Freight Tools and small shop retail

87,900

Delivered to Tenant(s)

Mt. Pleasant, PA

Termination property; redevelop existing store for Aldi, Big Lots and additional retail

86,300

Delivered to Tenant(s)

Gainesville, FL

Termination property; repurpose existing store as office space for Florida Clinical Practice Association / University of Florida College of Medicine

139,100

Delivered to Tenant(s)

Layton, UT

Termination property; a portion of the space has been leased to Extra Space Storage and will be repurposed as self storage; existing tenants include Vasa Fitness and small shop retail

172,100

Delivered to Tenant(s)

North Little Rock, AR

Recapture and repurpose auto center space for LongHorn Steakhouse and additional small shop retail

17,300

Underway

Q2 2019

Houston, TX

100% recapture; entered into ground lease with adjacent mall with potential to participate in future redevelopment

214,400

Underway

Q2 2019

Oklahoma City, OK

Site densification; new fitness center for Vasa Fitness

59,500

Underway

Q3 2019

Ft. Wayne, IN

Site densification (project expansion); new outparcels for BJ's Brewhouse, Chick-fil-A and Portillo's

20,100

Underway

Q4 2019

Hagerstown, MD

Recapture and repurpose auto center space for BJ's Brewhouse, Verizon and additional retail

15,400

Sold

Hampton, VA

Site densification; new outparcel for Chick-fil-A

2,200

Sold

Total Project Costs $10 - $20 Million

Total

Estimated

Project

Construction

Substantial

Property

Description

Square Feet

Start

Completion

Braintree, MA

100% recapture; redevelop existing store for Nordstrom Rack, Saks OFF 5th and 5.11 Tactical to join existing tenant, Ulta Beauty

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

Madison, WI

Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants

75,300

Substantially Complete

Orlando, FL

100% recapture; demolish and construct new buildings for Floor & Decor, Orchard Supply Hardware, LongHorn Steakhouse, Mission BBQ, Olive Garden and additional small shop retail and restaurants

139,200

Substantially Complete

Paducah, KY

Termination property; redevelop existing store for Burlington Stores, Ross Dress for Less and additional retail

102,300

Substantially Complete

Springfield, IL

Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Marshall's, Orangetheory Fitness, Outback Steakhouse, Core Life Eatery and additional small shop retail

133,400

Substantially Complete

Thornton, CO

Termination property; redevelop existing store for Vasa Fitness and additional junior anchors

191,600

Substantially Complete

Cockeysville, MD

Partial recapture; redevelop existing store for HomeGoods, Michael's Stores, additional junior anchors and restaurants (note: contributed to Cockeysville JV in Q1 2019)

83,500

Substantially Complete

Warwick, RI

Termination property (project expansion); redevelop existing store and detached auto center for At Home, BJ's Brewhouse, Raymour & Flanigan, additional retail and restaurants

190,700

Substantially Complete

Salem, NH

Densify site with new theatre for Cinemark and recapture and repurpose auto center for restaurant space to join existing tenant Dick's Sporting Goods

71,200

Delivered to Tenant(s)

Fairfax, VA

Partial recapture; redevelop existing store and attached auto center for Dave & Busters, Lazy Dog Restaurant & Bar, additional junior anchors and restaurants

110,300

Delivered to Tenant(s)

Temecula, CA

Partial recapture; redevelop existing store and detached auto center for Round One, small shop retail and restaurants

65,100

Delivered to Tenant(s)

Hialeah, FL

100% recapture; redevelop existing store for Bed, Bath & Beyond, Ross Dress for Less and dd's Discounts to join existing tenant, Aldi

88,400

Delivered to Tenant(s)

North Hollywood, CA

Partial recapture; redevelop existing store for Burlington Stores and Ross Dress for Less

79,800

Delivered to Tenant(s)

North Miami, FL

100% recapture; redevelop existing store for Burlington Stores, Michael's and Ross Dress for Less

124,300

Underway

Q2 2019

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, 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

West Jordan, UT

Termination property (project expansion); redevelop existing store and attached auto center for At Home, Burlington Stores and additional retail

190,300

Underway

Q2 2019

Las Vegas, NV

Partial recapture; redevelop existing store for Round One and additional retail

78,800

Underway

Q3 2019

Roseville, MI

Termination property (project expansion); redevelop existing store for At Home, Hobby Lobby, Chick-fil-A and additional retail

369,800

Underway

Q3 2019

Redevelopment Projects (cont’d)

March 31, 2019

Total Project Costs $10 - $20 Million (cont’d)

Total

Estimated

Project

Construction

Substantial

Property

Description

Square Feet

Start

Completion

Warrenton, VA

Termination property; redevelop existing store for HomeGoods and retail uses

97,300

Underway

Q3 2019

Yorktown Heights, NY

Partial recapture; redevelop existing store for 24 Hour Fitness and retail uses

85,200

Underway

Q4 2019

Charleston, SC

100% recapture (project expansion); redevelop existing store and detached auto center for Burlington Stores and additional retail

126,700

Underway

Q4 2019

Chicago, IL (Kedzie)

Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts, Five Below, Blink Fitness and additional retail

123,300

Underway

Q4 2019

El Paso, TX

Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts and additional retail

114,700

Underway

Q4 2019

Pensacola, FL

Termination property; redevelop existing store for BJ's Wholesale, additional retail and restaurants

134,700

Underway

Q1 2020

Fresno, CA

Partial recapture, redevelop existing store and detached auto center for Ross Dress for Less, dd's Discounts and additional retail

78,300

Q2 2019

Q1 2020

Vancouver, WA

Partial recapture; redevelop existing store for Round One, Hobby Lobby and additional retail and restaurants

72,400

Q2 2019

Q2 2020

Manchester, NH

Termination property; redevelop existing store for Dick's Sporting Goods, Dave & Busters, additional retail and restaurants

117,700

Q3 2019

Q3 2020

Merced, CA

Termination property; redevelop existing store for Burlington Stores and additional retail

92,600

Q3 2019

Q1 2021

Santa Cruz, CA

Partial recapture; redevelop existing store for TJ Maxx, HomeGoods and additional junior anchors

62,200

Sold

Saugus, MA

Partial recapture; redevelop existing store and detached auto center (note: temporarily postponed while the Company identifies a new lead tenant)

99,000

To be determined

Total Project Costs over $20 Million

Total

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

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

Complete

West Hartford, CT

100% recapture; redevelop existing store and detached auto center for buybuyBaby, 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

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

Delivered to Tenant(s)

Carson, CA

100% recapture (project expansion); redevelop existing store for Burlington Stores, Ross Dress for Less, Gold's Gym and additional retail

163,800

Delivered to Tenant(s)

Greendale, WI

Termination property; redevelop existing store and attached auto center for Dick's Sporting Goods, Golf Galaxy, Round One, TJ Maxx, additional retail and restaurants

223,800

Delivered to Tenant(s)

Watchung, NJ

100% recapture; demolish full-line store and detached auto center and construct new buildings for Cinemark, HomeSense, Sierra Trading Post, Ulta Beauty, Chick-fil-A, small shop retail and additional restaurants

126,700

Underway

Q2 2019

Austin, TX

100% recapture (project expansion); redevelop existing store for AMC Theatres, additional junior anchors and restaurants

177,400

Underway

Q3 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; a portion of the space has been leased to Extra Space Storage and will be repurposed as self storage

242,700

Underway

Q3 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

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

East Northport, NY

Termination property; redevelop existing store and attached auto center for AMC Theatres, 24 Hour Fitness, additional junior anchors and small shop retail

179,700

Underway

Q4 2019

Reno, NV

100% recapture; redevelop existing store and auto center for Round One and additional retail

169,800

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

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

Tucson, AZ

100% recapture; redevelop existing store and auto center for Round One and additional retail

224,300

Underway

Q4 2019

Under the terms of the Holdco Master Lease, Holdco has the right, at any time, to terminate any property upon the payment of a termination fee equal to one year of base rent plus annual taxes and other operating expenses. Additionally, beginning in the second year of the term of the Holdco Master Lease, Holdco has the right to terminate without payment of a termination fee: (i) up to 16 properties in the second year, (ii) up to 12 properties in the third year, (iii) up to 10 properties in the fourth year, and (iv) thereafter, the remaining properties, in each instance with carry over rights if less than the maximum permitted number of properties are terminated in any lease year. As of March 31, 2019, Holdco had not exercised any of its termination rights under the Holdco Master Lease.

The table below includes the 87 properties at which Sears Holdings had exercised its termination rights under the Original Master Lease prior to its rejection on March 12, 2019:

					Announced
Property	Square Feet		Notice	Termination	Redevelopment
Antioch, CA		95,200	August 2018	December 2018
Columbus, MS		117,100	August 2018	December 2018
Dayton, OH		148,800	August 2018	December 2018	Q2 2017
Flagstaff, AZ		66,200	August 2018	December 2018
Ft. Wayne, IN		213,600	August 2018	December 2018	Q3 2016 / Q3 2017
Jackson, MI		144,200	August 2018	December 2018
Manchester, NH		135,100	August 2018	December 2018	Q4 2018
Salem, NH		119,000	August 2018	December 2018	Q4 2017
Savannah, GA		155,700	August 2018	December 2018
Scott Depot, WV		89,800	August 2018	December 2018	Sold
Steger, IL		87,400	August 2018	December 2018
Victor, NY		115,300	August 2018	December 2018
West Jordan, UT		117,300	August 2018	December 2018	Q3 2016 / Q3 2018
Chesapeake, VA		169,400	June 2018	November 2018
Clay, NY		138,000	June 2018	November 2018
Havre, MT		94,700	June 2018	November 2018	Sold
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
Madison, WI		88,100	June 2018	October 2018	Q2 2016
Thousand Oaks, CA		50,300	June 2018	October 2018	Q3 2015
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, VA		113,900	April 2018	August 2018	Q1 2018
Westwood, TX		215,000	June 2017	January 2018 (1)	Q3 2018
Friendswood, TX		166,000	June 2017	November 2017 (1)
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
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

Termination Properties (cont’d)
March 31, 2019


					Announced
Property	Square Feet		Notice	Termination	Redevelopment
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	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	Sold
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	Q3 2018
Leavenworth, KS		76,853	January 2017	April 2017	Sold
Mt. Pleasant, PA		83,536	January 2017	April 2017	Q2 2018
Muskogee, OK		87,500	January 2017	April 2017	Sold
Owensboro, KY		68,334	January 2017	April 2017	Sold
Paducah, KY		108,244	January 2017	April 2017	Q3 2017
Platteville, WI		94,841	January 2017	April 2017	Sold
Riverside, CA (Iowa Ave.)		94,500	January 2017	April 2017
Sioux Falls, SD		72,511	January 2017	April 2017	Sold
Alpena, MI		118,200	September 2016	January 2017
Chicago, IL (S Kedzie)		118,800	September 2016	January 2017	Q3 2018
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	Sold
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
Total square feet		11,728,387

					Total
	Mall Name	City	State	Joint Venture	GLA (1)		Leased (1)
1	Northridge Fashion Center	Northridge	CA	GGP II JV		145,900		100.0	%
2	Altamonte Mall	Altamonte Springs	FL	GGP II JV		107,200		27.4	%
3	Coastland Center	Naples	FL	GGP II JV		81,000		33.0	%
4	Cumberland Mall	Atlanta	GA	GGP II JV		109,400		0.0	%
5	Natick Collection (2)	Natick	MA	GGP I JV		95,400		74.9	%
6	Willowbrook Mall	Wayne	NJ	GGP II JV		140,600		77.7	%
7	Sooner Mall (2)	Norman	OK	GGP I JV		33,400		100.0	%
8	Stonebriar Centre	Frisco	TX	GGP I JV		81,500		100.0	%
9	Alderwood	Lynnwood	WA	GGP I JV		88,800		27.7	%

					Total
	Mall Name	City	State	Joint Venture	GLA (1)		Leased (1)
1	Chandler Fashion Center	Chandler	AZ	Macerich JV		70,700		100.0	%
2	Arrowhead Towne Center	Glendale	AZ	Macerich JV		62,500		100.0	%
3	Los Cerritos Center	Cerritos	CA	Macerich JV		138,800		100.0	%
4	Vintage Faire Mall	Modesto	CA	Macerich JV		74,200		100.0	%
5	Danbury Fair	Danbury	CT	Macerich JV		89,200		100.0	%
6	Deptford Mall	Deptford	NJ	Macerich JV		97,500		100.0	%
7	Freehold Raceway Mall	Freehold	NJ	Macerich JV		69,400		100.0	%
8	Washington Square Mall	Portland	OR	Macerich JV		110,000		100.0	%
9	South Plains Mall	Lubbock	TX	Macerich JV		75,300		100.0	%

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
1	700 East Northern Lights Boulevard	Anchorage	AK	Shopping Center			158,600		81.4	%		26
2	1731 2nd Avenue Southwest	Cullman	AL	Freestanding			88,500		100.0	%		6
3	3930 McCain Boulevard	North Little Rock	AR	Mall	X		177,100		94.2	%		15
4	4800 North US Highway 89	Flagstaff	AZ	Mall			66,200		0.0	%		7
5	6515 East Southern Avenue	Mesa	AZ	Mall			121,900		9.8	%		11
6	10140 North 91st Avenue	Peoria	AZ	Shopping Center			104,400		100.0	%		10
7	7611 West Thomas Road	Phoenix	AZ	Mall			144,200		8.3	%		10
8	12025 North 32nd Street	Phoenix	AZ	Freestanding			151,200		100.0	%		11
9	3400 Gateway Boulevard	Prescott	AZ	Mall	X		102,300		100.0	%		10
10	2250 El Mercado Loop	Sierra Vista	AZ	Mall			94,700		0.0	%		7
11	5950 East Broadway Boulevard	Tucson	AZ	Mall			218,900		23.1	%		20
12	3150 South 4th Avenue	Yuma	AZ	Shopping Center			90,400		0.0	%		14
13	3625 East 18th Street	Antioch	CA	Shopping Center			95,200		0.0	%		7
14	42126 Big Bear Boulevard	Big Bear Lake	CA	Shopping Center	X		80,000		91.6	%		8
15	20700 South Avalon Boulevard	Carson	CA	Mall			182,900		83.7	%		13
16	565 Broadway	Chula Vista	CA	Mall	X		250,100		100.0	%		16
17	5900 Sunrise Mall	Citrus Heights	CA	Mall			289,500		0.0	%		22
18	912 County Line Road	Delano	CA	Freestanding			86,100		0.0	%		6
19	575 Fletcher Parkway	El Cajon	CA	Mall			244,900		76.6	%		22
20	3751 South Dogwood Road	El Centro	CA	Mall			139,700		37.7	%		14
21	1420 Travis Boulevard	Fairfield	CA	Mall			169,500		26.6	%		9
22	5901 Florin Road	Florin	CA	Shopping Center			272,700		4.4	%		20
23	3636 North Blackstone Avenue	Fresno	CA	Shopping Center	X		216,700		97.0	%		13
24	1500 Anna Sparks Way	McKinleyville	CA	Shopping Center	X		94,800		100.0	%		8
25	1011 West Olive Avenue	Merced	CA	Shopping Center			92,600		38.9	%		10
26	5080 East Montclair Plaza Lane	Montclair	CA	Mall	X		174,700		100.0	%		3
27	22550 Town Circle	Moreno Valley	CA	Mall	X		169,400		100.0	%		11
28	6000 Mowry Avenue	Newark	CA	Mall			145,800		17.1	%		10
29	12121 Victory Boulevard	North Hollywood	CA	Shopping Center	X		161,900		100.0	%		4
30	72880 Highway 111	Palm Desert	CA	Mall	X		136,500		100.0	%		8
31	1855 Main Street	Ramona	CA	Shopping Center	X		107,500		94.6	%		10
32	5261 Arlington Avenue	Riverside	CA	Freestanding	X		214,200		100.0	%		19
33	3001 Iowa Avenue	Riverside	CA	Freestanding			132,600		28.7	%		13
34	1191 Galleria Boulevard	Roseville	CA	Mall			131,500		89.9	%		9
35	1700 North Main Street	Salinas	CA	Mall	X		133,000		100.0	%		10
36	100 Inland Center	San Bernardino	CA	Mall	X		264,700		100.0	%		22

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
37	1178 El Camino Real	San Bruno	CA	Mall	X		276,900		100.0	%		13
38	2180 Tully Road	San Jose	CA	Mall	X		262,500		100.0	%		22
39	200 Town Center East	Santa Maria	CA	Mall	X		108,600		100.0	%		5
40	895 Faulkner Road	Santa Paula	CA	Freestanding	X		71,300		100.0	%		10
41	40710 Winchester Road	Temecula	CA	Mall	X		120,100		94.8	%		10
42	145 West Hillcrest Drive	Thousand Oaks	CA	Shopping Center			164,000		69.3	%		11
43	3295 East Main Street	Ventura	CA	Mall	X		178,600		100.0	%		2
44	1209 Plaza Drive	West Covina	CA	Mall	X		142,000		100.0	%		16
45	100 Westminster Mall	Westminster	CA	Mall			197,900		0.0	%		14
46	10785 West Colfax Avenue	Lakewood	CO	Shopping Center			153,000		7.8	%		8
47	1400 East 104th Avenue	Thornton	CO	Shopping Center			186,800		30.5	%		25
48	850 Hartford Turnpike	Waterford	CT	Mall			149,200		0.0	%		11
49	19563 Coastal Highway	Rehoboth Beach	DE	Freestanding	X		123,300		100.0	%		13
50	5900 Glades Road	Boca Raton	FL	Mall			178,500		2.4	%		19
51	7350 Manatee Avenue West	Bradenton	FL	Shopping Center	X		82,900		100.0	%		9
52	27001 U.S. 19 North	Clearwater	FL	Mall			211,300		41.5	%		14
53	1625 Northwest 107th Avenue	Doral	FL	Mall			212,900		0.0	%		13
54	4125 Cleveland Avenue	Ft. Myers	FL	Mall	X		146,800		100.0	%		12
55	6201 West Newberry Road	Gainesville	FL	Mall			139,100		100.0	%		8
56	1675 West 49th Street	Hialeah	FL	Mall	X		197,500		86.7	%		8
57	1460 West 49th Street	Hialeah	FL	Freestanding			106,300		100.0	%		9
58	2211 West Vine Street	Kissimmee	FL	Shopping Center			148,900		24.4	%		14
59	3800 US Highway 98 North	Lakeland	FL	Mall			156,200		0.0	%		12
60	1050 South Babcock Street	Melbourne	FL	Freestanding			102,600		0.0	%		14
61	19505 Biscayne Boulevard	Miami	FL	Mall			216,600		32.3	%		12
62	20701 Southwest 112th Avenue	Miami	FL	Mall	X		170,100		100.0	%		15
63	10700 Biscayne Boulevard	North Miami	FL	Freestanding			119,900		95.0	%		11
64	3100 Southwest College Road	Ocala	FL	Mall			146,200		0.0	%		12
65	380 Blanding Boulevard	Orange Park	FL	Shopping Center			87,400		100.0	%		9
66	3111 East Colonial Drive	Orlando	FL	Mall			130,400		92.3	%		18
67	733 North Highway 231	Panama City	FL	Mall			139,300		0.0	%		15
68	7171 North Davis Highway	Pensacola	FL	Shopping Center			126,700		80.3	%		15
69	8000 West Broward Boulevard	Plantation	FL	Mall			184,300		60.0	%		18
70	8201 South Tamiami Trail	Sarasota	FL	Mall			204,500		0.0	%		15
71	4501 66th Street North	St. Petersburg	FL	Freestanding	X		120,600		100.0	%		11
72	2300 Tyrone Boulevard North	St. Petersburg	FL	Mall			147,800		98.9	%		14

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
73	7810 Abercorn Street	Savannah	GA	Mall			167,300		6.9	%		15
74	500 North Nimitz Highway	Honolulu	HI	Freestanding			76,100		100.0	%		4
75	1501 Highway 169 North	Algona	IA	Freestanding	X		99,300		100.0	%		7
76	4600 1st Avenue Northeast	Cedar Rapids	IA	Mall			146,000		0.0	%		12
77	1405 South Grand Avenue	Charles City	IA	Freestanding	X		96,600		100.0	%		11
78	2307 Superior Street	Webster City	IA	Shopping Center			40,800		0.0	%		4
79	460 North Milwaukee Street	Boise	ID	Mall			123,600		0.0	%		8
80	4730 West Irving Park Road	Chicago	IL	Freestanding			356,700		10.7	%		6
81	1601 North Harlem Avenue	Chicago	IL	Freestanding			293,700		12.9	%		7
82	5050 South Kedzie Avenue	Chicago	IL	Shopping Center			129,300		68.9	%		9
83	17550 Halsted Street	Homewood	IL	Shopping Center			196,100		100.0	%		19
84	3340 Mall Loop Drive	Joliet	IL	Mall			204,600		18.6	%		17
85	2860 South Highland Avenue	Lombard	IL	Freestanding			139,300		100.0	%		8
86	7503 West Cermak Road	North Riverside	IL	Mall	X		202,500		93.6	%		13
87	2 Orland Square Drive	Orland Park	IL	Mall			160,000		52.4	%		16
88	2500 Wabash Avenue	Springfield	IL	Shopping Center			131,400		83.3	%		14
89	3231 Chicago Road	Steger	IL	Freestanding			87,400		0.0	%		3
90	3101 Northview Drive	Elkhart	IN	Shopping Center			86,600		100.0	%		8
91	4201 Coldwater Road	Ft. Wayne	IN	Mall			93,400		53.7	%		15
92	101 West Lincoln Highway	Merrillville	IN	Shopping Center			170,900		87.1	%		17
93	9701 Metcalf Avenue	Overland Park	KS	Shopping Center			215,000		5.6	%		19
94	3010 Fort Campbell Boulevard	Hopkinsville	KY	Shopping Center			92,900		69.5	%		13
95	5101 Hinkleville Road	Paducah	KY	Mall			97,300		68.7	%		9
96	5715 Johnston Street	Lafayette	LA	Mall			194,900		0.0	%		16
97	900 East Admiral Doyle Drive	New Iberia	LA	Freestanding			114,600		100.0	%		12
98	200 Grossman Drive	Braintree	MA	Shopping Center			89,700		94.8	%		34
99	1325 Broadway	Saugus	MA	Mall	X		210,800		68.8	%		16
100	15700 Emerald Way	Bowie	MD	Shopping Center			131,500		5.7	%		11
101	3207 Solomons Island Road	Edgewater	MD	Shopping Center	X		117,100		100.0	%		14
102	417 Main Street	Madawaska	ME	Shopping Center			49,700		0.0	%		2
103	2355 US Highway 23 South	Alpena	MI	Freestanding			118,200		0.0	%		12
104	1250 Boardman-Jackson Crossing	Jackson	MI	Shopping Center			152,700		5.6	%		15
105	2100 Southfield Road	Lincoln Park	MI	Shopping Center			301,700		1.3	%		17
106	1560 US 31 South	Manistee	MI	Shopping Center			94,700		0.0	%		12
107	32123 Gratiot Avenue	Roseville	MI	Mall			276,300		69.2	%		21
108	2760 I-75 Business Spur	Sault Sainte Marie	MI	Freestanding			92,700		0.0	%		11

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
109	22801 Harper Avenue	St. Clair Shores	MI	Freestanding			103,000		100.0	%		11
110	300 West 14 Mile Road	Troy	MI	Mall			384,100		27.0	%		30
111	3100 Washtenaw Road	Ypsilanti	MI	Freestanding			99,400		100.0	%		12
112	14250 Buck Hill Road	Burnsville	MN	Mall			161,700		0.0	%		15
113	1305 Highway 10 West	Detroit Lakes	MN	Shopping Center			87,100		0.0	%		15
114	3001 White Bear Avenue North	Maplewood	MN	Mall			175,000		0.0	%		14
115	425 Rice Street	St. Paul	MN	Freestanding			217,900		0.7	%		17
116	11 South Kingshighway Street	Cape Girardeau	MO	Freestanding			75,000		100.0	%		6
117	1 Flower Valley Shopping Center	Florissant	MO	Shopping Center			124,000		17.2	%		11
118	2304 Missouri Boulevard	Jefferson City	MO	Freestanding			97,700		100.0	%		10
119	3700 South Campbell Avenue	Springfield	MO	Shopping Center			112,900		100.0	%		8
120	2308 Highway 45 North	Columbus	MS	Shopping Center			166,700		27.2	%		18
121	1 South Tunnel Road	Asheville	NC	Mall			110,600		40.7	%		16
122	545 Concord Parkway North	Concord	NC	Shopping Center			171,300		19.7	%		26
123	1302 Bridford Parkway	Greensboro	NC	Shopping Center			178,500		78.4	%		16
124	1 20th Avenue Southeast	Minot	ND	Shopping Center	X		110,400		100.0	%		13
125	4700 2nd Avenue	Kearney	NE	Freestanding			80,000		81.1	%		8
126	1500 South Willow Street	Manchester	NH	Mall			114,100		70.5	%		11
127	310 Daniel Webster Highway	Nashua	NH	Mall	X		167,100		100.0	%		7
128	50 Fox Run Road	Portsmouth	NH	Mall			127,100		0.0	%		13
129	77 Rockingham Park Boulevard	Salem	NH	Mall			207,200		59.4	%		14
130	1500 Highway 35	Middletown	NJ	Freestanding			191,100		100.0	%		23
131	1640 Route 22	Watchung	NJ	Freestanding			116,400		86.9	%		19
132	1205 East Pine Street	Deming	NM	Freestanding			96,600		0.0	%		10
133	10405 South Eastern Avenue	Henderson	NV	Shopping Center			143,500		100.0	%		12
134	4000 Meadows Lane	Las Vegas	NV	Mall	X		150,200		72.3	%		11
135	5400 Meadowood Mall Circle	Reno	NV	Mall			183,700		22.5	%		3
136	1425 Central Avenue	Albany	NY	Mall			277,900		18.6	%		21
137	4155 State Route 31	Clay	NY	Mall			146,500		0.0	%		12
138	4000 Jericho Turnpike	East Northport	NY	Shopping Center			179,700		92.7	%		18
139	195 North Broadway	Hicksville	NY	Freestanding			284,800		34.3	%		30
140	601 Harry L Drive	Johnson City	NY	Mall			155,100		0.0	%		11
141	2801 West State Street	Olean	NY	Freestanding			118,000		46.9	%		13
142	317 Greece Ridge Center Drive	Rochester	NY	Mall			128,500		0.0	%		15
143	171 Delaware Avenue	Sidney	NY	Shopping Center	X		94,400		100.0	%		19
144	200 Eastview Mall	Victor	NY	Mall			123,000		0.0	%		14

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
145	600 Lee Boulevard	Yorktown Heights	NY	Mall			160,000		24.1	%		12
146	4100 Belden Village Avenue Northwest	Canton	OH	Mall	X		219,400		100.0	%		19
147	2000 Brittain Road	Chapel Hill	OH	Mall			193,100		0.0	%		21
148	2700 Miamisburg Centerville Road	Dayton	OH	Mall			192,500		7.0	%		16
149	1005 East Columbus Street	Kenton	OH	Freestanding			96,100		0.0	%		11
150	502 Pike Street	Marietta	OH	Freestanding	X		87,500		100.0	%		7
151	7875 Johnnycake Ridge Road	Mentor	OH	Mall			208,700		0.0	%		20
152	6950 West 130th Street	Middleburg Heights	OH	Shopping Center			351,600		0.0	%		15
153	1447 North Main Street	North Canton	OH	Shopping Center	X		87,100		100.0	%		9
154	555 South Avenue	Tallmadge	OH	Freestanding	X		84,200		100.0	%		8
155	3408 West Central Avenue	Toledo	OH	Shopping Center			209,900		0.0	%		11
156	4400 South Western Avenue	Oklahoma City	OK	Freestanding			223,700		22.4	%		24
157	3132 East 51st Street	Tulsa	OK	Freestanding			87,200		100.0	%		9
158	1180 Southeast 82nd Avenue	Happy Valley	OR	Mall			144,300		31.2	%		12
159	1180 Walnut Bottom Road	Carlisle	PA	Shopping Center			117,800		0.0	%		3
160	3975 Columbia Avenue	Columbia	PA	Shopping Center	X		86,700		100.0	%		8
161	160 North Gulph Road (4)	King Of Prussia	PA	Mall			210,900		100.0	%		14
162	1745 Quentin Road	Lebanon	PA	Shopping Center	X		117,200		100.0	%		15
163	100 Cross Roads Plaza	Mount Pleasant	PA	Shopping Center			83,500		69.9	%		10
164	400 North Best Avenue	Walnutport	PA	Freestanding	X		121,200		100.0	%		16
165	PR 167 & Las Cumbres	Bayamon	PR	Shopping Center	X		115,200		100.0	%		10
166	400 Calle Betances	Caguas	PR	Mall	X		138,700		100.0	%		8
167	Avenue 65 Infanteria	Carolina	PR	Mall	X		198,000		100.0	%		11
168	Martinez Nadal Avenue	Guaynabo	PR	Shopping Center	X		219,200		94.5	%		18
169	PR Road 2, Km 149.5	Mayaguez	PR	Shopping Center	X		118,200		100.0	%		13
170	2643 Ponce Bypass	Ponce	PR	Shopping Center	X		126,900		100.0	%		9
171	650 Bald Hill Road	Warwick	RI	Shopping Center			211,700		96.5	%		20
172	3801B Clemson Boulevard	Anderson	SC	Shopping Center			117,100		100.0	%		12
173	7801 Rivers Avenue	Charleston	SC	Mall			127,500		46.8	%		14
174	2800 North Germantown Parkway	Cordova	TN	Mall			160,900		0.0	%		12
175	4570 Poplar Avenue	Memphis	TN	Freestanding			112,700		86.2	%		11
176	12625 North Interstate Highway 35	Austin	TX	Shopping Center			172,000		26.2	%		25
177	3450 West Camp Wisdom Road	Dallas	TX	Mall			205,300		0.0	%		13
178	9484 Dyer Street	El Paso	TX	Freestanding			112,000		54.0	%		11
179	300 Baybrook Mall	Friendswood	TX	Mall			166,000		0.0	%		13
180	303 Memorial City	Houston	TX	Mall			214,400		100.0	%		20

					Holdco	Total					Land
	Property Address	City	State	Property Type (1)	Master Lease (2)	GLA (3)		Leased (3)			Acres
181	12605 North Gessner Road	Houston	TX	Freestanding			134,000		100.0	%		11
182	6301 Northwest Loop 410	Ingram	TX	Mall			168,400		0.0	%		12
183	2501 Irving Mall	Irving	TX	Mall			84,500		29.2	%		18
184	201 Central Park Mall	San Antonio	TX	Freestanding			198,900		71.3	%		15
185	4000 North Shepherd	Shepherd	TX	Freestanding	X		201,700		100.0	%		12
186	13131 Preston Road	Valley View	TX	Mall			235,000		2.5	%		23
187	9570 Southwest Freeway	Westwood	TX	Freestanding			213,600		100.0	%		18
188	2010 North Main Street	Layton	UT	Shopping Center			176,800		89.6	%		14
189	7453 South Plaza Center Drive	West Jordan	UT	Shopping Center			190,300		96.3	%		12
190	5901 Duke Street	Alexandria	VA	Mall	X		262,100		100.0	%		18
191	1401 Greenbrier Parkway	Chesapeake	VA	Mall			169,400		0.0	%		15
192	12000 Fair Oaks Mall	Fairfax	VA	Mall			220,200		33.6	%		15
193	4588 Virginia Beach Boulevard	Virginia Beach	VA	Mall			197,300		56.0	%		14
194	141 West Lee Highway	Warrenton	VA	Shopping Center			86,100		25.4	%		9
195	2200 148th Avenue Northeast	Redmond	WA	Shopping Center			267,400		0.0	%		15
196	8800 Northeast Vancouver Mall Drive	Vancouver	WA	Mall			129,700		77.0	%		10
197	5200 South 76th Street	Greendale	WI	Mall			187,400		75.5	%		21
198	53 West Towne Mall	Madison	WI	Mall			142,400		38.1	%		18
	Total - Wholly-Owned Properties						30,791,100		53.2	%		2,610

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

None of NOI, Total NOI, EBITDAre, Company 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 this Supplemental Information package.

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 Original Master Lease and Holdco Master Lease 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 and Holdco 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. EBITDAre is 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.

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.

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: our historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; 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 our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. 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.

		Page
COMPANY INFORMATION		1

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets		2
Condensed 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		20
Joint Venture Properties		22
Wholly Owned Properties		24

DISCLOSURES
Non-GAAP Measures		30
Forward-Looking Statements		31



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

	As of March 31,
Annualized Total NOI	2019			2018
Total NOI (per above)	$	24,278		$	36,879
Period adjustments (2)		(2,689	)		911
Adjusted Total NOI		21,589			37,790
Annualize		x 4			x 4
Adjusted Total NOI annualized		86,356			151,160
Plus: estimated annual Total NOI from SNO leases		79,830			63,600
Less: estimated annual Total NOI from associated space to be recaptured from Sears		(1,657	)		(4,958	)
Annualized Total NOI	$	164,529		$	209,802

	Three Months Ended March 31,
Select Non-Cash Items	2019			2018
Straight-line rental income
Wholly-owned	$	3,355		$	2,453
Joint ventures		(375	)		115
Total	$	2,980		$	2,568

Net amortization of above/below market rental income/expense
Wholly-owned	$	104		$	234
Joint ventures		97			(3	)
Total	$	201		$	231

Amortization of deferred financing costs	$	(118	)	$	(1,720	)
Stock-based compensation expense		(1,532	)		(869	)

Dividends
Dividends per Class A and Class C common share	$	0.25		$	0.25
Declaration date	February 25, 2019			February 20, 2018
Record date	March 29, 2019			March 30, 2018
Payment date	April 11, 2019			April 12, 2018

	Consolidated			Unconsolidated			Seritage
	Portfolio			Joint Ventures			Total
Number of properties		198			27			225

Total GLA		30,791			4,837			35,628
At share		30,791			2,419			33,210

Leased GLA		16,383			3,788			20,171
At share		16,383			1,893			18,276

Percentage leased		53.2	%		78.3	%		56.6	%
At share		53.2	%		78.3	%		55.0	%

	Three Months Ended March 31,
NOI and Total NOI	2019			2018
Net (loss) income	$	(10,894	)	$	16,201
Termination fee income		—			(174	)
Management and other fee income		(282	)		—
Depreciation and amortization		26,216			34,667
General and administrative expenses		9,759			7,797
Equity in loss of unconsolidated joint ventures		(1,222	)		2,582
Gain on sale of real estate		(21,261	)		(41,831	)
Interest and other income		(2,598	)		(680	)
Interest expense		23,454			16,419
Change in fair value of interest rate cap		—			(165	)
Provision for income taxes		(23	)		104
NOI	$	23,149		$	34,920
NOI of unconsolidated joint ventures		4,310			4,758
Straight-line rent adjustment (1)		(2,980	)		(2,568	)
Above/below market rental income/expense (1)		(201	)		(231	)
Total NOI	$	24,278		$	36,879

	Number of		Leased		Annual Base
Property Type (1)	Properties		GLA		Rent ("ABR")		ABR PSF		Leased
Mall		117		9,530	$	105,436	$	11.06		51.7	%
Shopping Center		108		8,748		85,034		9.72		59.1	%
Total		225		18,278	$	190,470	$	10.42		55.0	%

INTRODUCTION


TABLE OF CONTENTS