Salomon Smith Barney March 2003 Section I Corporate Overview and Financial Performance 2 DDR’s Mission Statement The leading owner, developer and manager of marketdominant community shopping centers . . . . . . provides the very best environments for the nation’s most successful retailers . . . where retailers can offer the most convenient shopping experience for their customers at an affordable cost. 3 Company Features DDR JDN(1) DDR (Pro Forma) Total Market Cap (Billions) $3.9 $1.1 $5.0 (1) Total Number of Retail Operating & Development Properties (2) 300 115 415 Total GLA(3) 62.0 24.7 86.7 43 15 44 Number of States (1) Pro forma 1Q2003. (2) Includes properties owned and managed as of March 2003. Does not include DDR’s 38 industrial and office properties. (3) Includes managed properties and unowned anchors at company-owned shopping centers as of March 2003. 4 Enhanced National Presence Post-Merger Operating Portfolio Strengthens leasing relationships with leading retailers and maximizes operating efficiency. 2.8 msf (3.6%) 3.1 msf (4.1%) 2.6 msf (3.4%) 3.5 msf (4.6%) 4.0 msf (5.2%) 8.5 msf 2.2 msf (11.1%) (2.8%) 2.6 msf 2.4 msf (3.4%) 2.2 msf (3.2%) (2.9%) 2.9 msf 2.1 msf (3.8%) (2.7%)7.3 msf (9.5%) 5.9 msf (7.7%) GLA under Management by State 76 MSF / 44 States Less than 500,000 SF 500,000 – 1.0 MSF +1.0 – 2.0 MSF +2.0 MSF 5 Enhanced National Presence Post-Merger Operating & Development Portfolio DDR Existing Properties Multiple Center Markets Service Merchandise Properties Multiple Services Merchandise New Developments Managed Properties JDN Operating Properties Development Properties 6 National Presence DDR’s Regional Offices 5 9 8 3 4 6 11 2 1 Development 7 Leasing 10 Operations Leasing & Operations 1. Long Beach, CA - Development 2. Sherman Oaks, CA -Leasing /Operations 3. Salt Lake City, UT - Leasing /Develop. /Operations 4. Denver, CO - Leasing 5. Minneapolis, MN - Operations 6. St. Louis, MO - Leasing /Operations 7. Atlanta, GA – Leasing 8. Cleveland, OH - Corporate Headquarters 12 14 Leasing, Development & Operations Coventry Real Estate Partners 13 9. 10. 11. 12. 13. 14. New York, NY - Coventry Real Estate Dallas, TX - Leasing Durham, NC – Operations Tampa, FL - Operations Tampa, FL - Leasing Orlando, FL – Leasing 7 DDR Business Plan Focus on the ownership and management of high-quality market-dominant community shopping centers Cultivate premier relationships with the nation’s leading retailers Proactively replace underperforming tenants at significantly higher rents Maximize revenue generation from existing centers Expansion and redevelopment Ancillary income sources 8 DDR Business Plan Recycle capital at positive spreads Opportunistic acquisitions Development of infill sites in major markets Engineer innovative JV structures with institutional capital partners Additional equity source Maximize returns on invested equity 9 Historical Stock Price 2x1 Stock Split August 1998 Stock Price Doubles IPO Price IP O -F eb '9 3 4Q 93 4Q 94 4Q 95 4Q 96 4Q 97 4Q 98 4Q 99 4Q 00 4Q 01 4Q 02 $23.00 $21.00 $19.00 $17.00 $15.00 $13.00 $11.00 $9.00 $7.00 $5.00 10 Outperformance During Recession 2002 Total Returns 30% DDR 23.4% 20% 10% 0% -10% -20% -30% -40% RMS 3.6% -14.5% DJIA S&P -14.6% -14.9% Mid S&P Cap Small Cap -20.5% Russell -22.1% 2000 S&P -31.2% 500 NASDAQ 11 DDR v. Russell 2000 v. S&P 500 $10,000 invested at IPO in 1993 . . . Compound Annual Total Return DDR 15.7% S&P 500 9.2% Russell 2000 4.5% $45,000 $42,464 $40,000 $35,000 $30,000 $24,016 $25,000 $20,000 $15,464 $15,000 $10,000 DDR S&P 500 Russell 2000 12 DDR v. Morgan Stanley REIT Index $10,000 invested in 1996 . . . $20,000 $19,402 Compound Annual Total Return DDR 11.7% RMS 5.7% $15,000 $13,944 $10,000 $5,000 $0 DDR RMS 13 Consistent FFO and Dividend Growth(1) FFO (diluted) / Share $3.00 Dividends / Share $2.70(2) $2.50 $2.00 $1.64 $1.50 Based on analyst’s estimates for 2003, FFO will have more than tripled & dividends will have more than doubled since IPO. Common share dividend payout ratio has declined from 82% in 1993 to approximately 60% budgeted for 2003. $1.00 $0.50 93 994 995 996 997 998 999 000 001 002 003 9 1 1 1 1 1 1 1 2 2 2 2 Retained cash flow was over $40MM in 2001, approximately $50MM in 2002, and is estimated to exceed $50MM in 2003. (1) Adjusted to reflect a 2:1 stock split in 1998. (2) Based on current First Call consensus estimates. 14 Historical Price/FFO Multiple 16 14 12 DDR Avg. Multiple = 10.0 10 8 6 4 2 0 4Q93 4Q94 4Q95 4Q96 4Q97 4Q98 4Q99 4Q00 4Q01 4Q02 15 Internal Growth: Leasing Spreads 9% Avg. Increase on Renewals 23% Avg. Increase on New Leases 30% 25% 20% 15% 10% 5% New Leases Renewals 02 4Q 02 3Q 02 2Q 02 1Q 01 4Q 01 3Q 01 2Q 1Q 01 0% Weighted Average 16 Internal Growth: Releasing & Contractual Rent Steps Lease Revenues Expiring Lease Revenues Subject to Steps Lease Revenues (Millions) $45 Average Rent Spread on Releasing 12.0%-16.5% Average Contractual Rent Step 7.6% $40 $35 $30 $25 $20 $15 $10 $5 $0 2003 2004 2005 2006 2007 17 2002 Capital Recycling Retail Property Acquisitions & Dispositions Acquisitions(1) Dispositions Total Acquisitions - $538 million Total Dispositions - $313 million DDR’s pro rata share - $387 million DDR’s pro rata share - $143 million Total SF - 4.8 MSF Total SF – 2.3 MSF Wtd. Avg. Cap Rate – 10.0% Wtd. Avg. Cap Rate – 9.0% Developments – Completed Net Project Cost - $185 million DDR’s pro rata share - $85 million Total SF – 2.0 MSF Wtd. Avg. Unleveraged Cash on Cost Return – 11.5% (1) Includes three acquisitions made in January 2003. 18 Annualized 3 Year Total Return (2000 - 2002) 35% 30% DDR Total Returns 2002 – 23.4% 2001 – 56.7% 2000 – 14.7% 30.3% 27.1% 25% 20% 20.4% 18.1% 18.1% 17.7% WRI KI M NXL 15% 10% 5% 0% DDR DDR REG FRT 19 FFO Growth Rates 2001-2003 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% -2.0% -4.0% -6.0% 13.4% 13.2% 2001 2002 2002 2003 DDR 5.0% 8.0% FRT KIM NXL REG WRI -4.0% 1.3% 1.1% 4.7% 7.2% -1.1% 4.6% 2.7% 4.5% 5.5% 9.4% 6.0% 3.8% -5.1% DDR DDR WRI REG KIM NXL FRT Source: First Call (as of 3/7/02) 20 FFO Multiple / FFO Growth Rate(1) 3.50 3.08 3.00 2.50 2.39 2.09 2.00 1.74 1.50 1.00 1.02 0.50 DDR DDR WRI (1) FRT (-14.17) not listed. KI M REG NXL 21 Overall Ranking Company’s Rank (Best to Worst) according to Total Return, FFO Growth & FFO Multiple/FFO Growth Rate 18 18 16 14 13 12 12 10 9 8 6 6 5 4 2 0 DDR DDR WRI REG KI M FRT NXL 22 Consistent Outperformance DDR continues to offer income at a favorable value, outperforming expectations for the REIT industry 10% 8% 7.4% 8.0% 9.5x 8.1x 7.2% 6% Salomon Smith Barney REIT Universe DDR 4% 2% Assumes DDR stock price of $22.75 per share. 0% -2% (2.3%) -4% Dividend Yield FFO Growth FFO Multiple 23 Section II Retail Industry Overview 24 Shifts in Consumer Preferences DDR is well positioned to benefit from long-term trends in the retail industry: From traditional department stores to discount department stores From enclosed mall anchors and specialty tenants to community shopping center discounters From neighborhood groceries to supercenters 25 Shift to Discount Department Stores Discount department stores capture market share at the expense of traditional department stores 60% 55% 50% 45% Discount Dept. Stores Traditional Dept. Stores 40% 35% 30% Source: U.S. Census, Property & Portfolio Research. 19 87 19 89 19 91 19 93 19 95 19 97 19 99 20 01 25% 20% 26 Retail Market Cap Analysis (in Billions, as of 4Q02) Wal*Mart’s market cap alone is seven times larger than that of the entire traditional department store sector $50 $228 $30 $13 $28 $20 Wal* Mart Home Depot Lowe's Target Kohl's Costco Traditional Dept. Store Total: $33 Billion Discount Dept. Store & Home Improvement Total: $369 Billion $7 $6 $6 $9 $2 Sears Federated May Co. Nordstroms $3 JC Penney Saks 27 Shift to Community Centers Retailers’ Same Store Sales – Last 24 Mos. 15% 15% Community Ctr – Discount Dept Stores 4.5% Power Ctr – Hard Goods/Big Box Retailers 4.2% Community Ctr Retailers 4.1% Mall Anchors -2.4% Mall Specialty Retailers -3.6% 10% 10% 5% 5% 0% 0% (5%) -5% (10%) -10% 02 ec D -0 2 ct O Au g02 -0 2 Ju n -0 2 Ap r Fe b- 01 ec D -0 1 ct O Au g01 -0 1 Ju n -0 1 Ap r 01 Fe b- 02 Source: Merrill Lynch “Same Store Sales Monitor” (15%) -15% 28 Shift to Grocery Supercenters Traditional grocers’ market share of U.S. grocery sales dropped from 85% in 1992 to approximately 40% in 2001 Supercenter and wholesale clubs represented over 30% of retail grocery sales in 2001 Wal*Mart’s grocery sales of $65 billion in 2001 topped Kroger’s sales of $50 billion, making it the largest grocery retailer in the country Source: Supermarket News, ICSC, USA Today. 29 Wal*Mart Growth in Supermarket Sales Wal*Mart’s supermarket and pharmacy-related sales growth is expected to increase more than 5x faster than other industry participants’ sales Growth in Sales (Percentage) 180 160 140 120 100 80 2001 20012002 20022003 20032004 Total Market (Excluding Wal* Mart) Source: Goldman Sachs; September 25, 2002. 20042005 20052006 Wal* Mart 30 Wal*Mart Pricing Advantage Supermarket Related Sales On a sample shopping trip, Wal*Mart’s supercenter prices registered 22% below the market average Avg. Premium to Wal*Mart Prices 40.0% 30.0% 20.0% 10.0% 0.0% Kroger Safeway Albertson's Source: Goldman Sachs; September 25, 2002. Market Average 31 Wal*Mart Pricing Advantage General Merchandise Sales Kroger Source: Goldman Sachs; September 25, 2002. Safeway er th O St at io ne ry o Au t / ea lth H ic Ch em Pe ts 60% 50% 40% 30% 20% 10% 0% al s Avg. Premium to Wal*Mart Prices On a sample shopping trip, Wal*Mart’s general merchandise prices registered 28% below the market average Albertson's 32 Growth in Retail Supply (Per Capita) v. Retail Sales (Per Capita) Over the last 20 years, retail sales per capita has grown at a higher rate than retail square feet per capita 150 Index 1982 = 100 140 130 120 110 100 19 82 19 84 19 86 19 88 19 90 19 92 19 94 19 96 19 98 20 00 90 SF per Capita Real Retail Sales per Capita Source: Economy.com, Portfolio & Property Research. 33 Growth in Retail Supply (Per Capita) v. Retail Sales (Per SF) Based on the growth of retail sales per square foot, the utility of additional retail space is increasing at a similar rate Index 1982 = 100 19 82 19 84 19 86 19 88 19 90 19 92 19 94 19 96 19 98 20 00 125 120 115 110 105 100 95 90 SF per Capita Real Retail Sales per SF Source: Economy.com, Portfolio & Property Research. 34 Section III Portfolio Overview 35 Community Center Portfolio DDR’s investment strategy is to own and operate market dominant community centers that draw shoppers from the immediate neighborhood as well as the surrounding trade area. 250,000 - 1,000,000 square foot, open-air shopping centers 2 or more strong national tenant anchors such as Wal-Mart, Kohl’s, Target, Home Depot, or Lowe’s 2 or more medium-sized national big-box tenants such as Best Buy, Bed Bath & Beyond, TJ Maxx, or Michael’s 20,000 - 80,000 square feet of small shops 2 - 4 outparcels available for sale or groundlease 36 Post Merger Reliance on Major Tenants(1) Owned Locations Tenant Wal-Mart/Sam’s Club Lowe’s Home Improvement Kohl’s T.J. Maxx/Marshall’s PetsMart Best Buy/Musicland Group OfficeMax Bed Bath & Beyond AMC Theater Kroger Michael’s Gap/Old Navy/Banana Rep. Barnes & Noble Linens ‘N Things Toys “R” Us Subtotal Total (1) Units Total Base Rent (millions) Percent of Total 29 16 34 51 39 28 37 32 5 17 28 31 33 13 16 $15.89 $15.66 $12.46 $9.39 $7.98 $7.91 $7.47 $7.09 $5.90 $5.70 $5.09 $4.81 $4.75 $4.19 $3.66 4.2% 4.1% 3.3% 2.5% 2.1% 2.1% 2.0% 1.9% 1.5% 1.5% 1.3% 1.3% 1.2% 1.1% 1.0% 409 $117.94 31.0% $390.40 100.0% Credit Ratings AA/Aa2 A/A3 A-/A3 A/A3 B+/Ba3 BBB-/Baa3 NR/NR BBB-/NR NR/B2 BBB-/Baa3 BB/Ba1 BBB-/Ba3 BB/Ba3 NR/NR BBB/Baa3 Based on actual pro rata ownership of real estate assets, calculated on owned shopping enter GLA only. Also includes tenants in Service Merchandise portfolio. 37 Post Merger Major Tenants by % of Base Revenues(1) State DDR JDN Pro Forma 4.0% 4.8% 4.2% 1. Wal*Mart/Sam’s Club 2. Lowe’s Home Improvement 1.6 12.0 4.1 3. Kohl’s 2.8 4.7 3.3 4. T.J Maxx/Marshall’s 2.4 2.8 2.5 5. PetsMart 1.9 2.8 2.1 6. Best Buy/Musicland 2.3 1.5 2.1 7. Officemax 2.1 1.4 2.0 8. Bed Bath & Beyond 2.5 --- 1.9 9. AMC Theater 2.0 --- 1.5 10. Kroger 1.0 3.1 1.5 Total 22.5% (1) Based on pro rata share of joint venture assets. 33.2% 25.1% 38 Post Merger Major Tenants by GLA Owned and Unowned Locations Tenant Total Units Total SF (Millions) Owned Units Non -Owned Units 1. Wal-Mart/Sam’s 84 12.1 29 55 2. Lowe’s Home Improvement 30 3.8 16 14 3. Target/Mervyn’s 25 2.9 5 20 4. Home Depot 23 2.3 6 17 35 2.1 34 1 5. Kohl’s 6. T.J. Maxx/Marshall’s 51 1.7 51 0 7. Kmart 17 1.5 15 2 8. Kroger 20 1.2 17 3 29 1.1 28 1 32 1.0 32 0 9. 10. Best Buy/Musicland Bed Bath & Beyond 39 Post Merger Geographic Distribution by % of GLA (1) State DDR 1. Ohio 14.3% 2. Georgia 1.9 32.9 9.5 3. Florida 8.2 6.4 7.7 4. Texas 5.0 5.6 5.2 5. California 6.2 --- 4.6 6. Michigan 4.2 3.9 4.1 7. South Carolina 4.5 1.9 3.8 8. Minnesota 4.8 --- 3.6 9. Utah 4.5 --- 3.4 10. Missouri 4.4 0.4 3.4 Total 58.0% JDN 1.1% 52.1% Pro Forma 11.1% 56.5% (1) Total square feet under management. Assumes 100% ownership of joint venture assets. 40 Case Study: HomePlace Retenanting DDR has consistently demonstrated its ability to quickly and profitably re-tenant space left from bankrupt tenants Received 630,000 sf in 12 twelve locations in April and July of 2001 By year-end 2001, DDR had nearly 550,000 sf leased or under LOI, representing the recapture of 100% of the HomePlace rent 41 HomePlace Retenanting Center New Tenants Phoenix, AZ Ashley’s Furniture The Oak Store Denver, CO Cost Plus Loehmann’s Furniture Maple Grove, MN Months to Re-lease (1) % Increase in Rent 2 12 82% 5 7 68% Bed Bath & Beyond Michael’s -02 44% Canton, OH HHGregg Arhaus -08 38% Portland, OR Famous Footwear Linens N’ Things 5 6 27% N. Olmsted, OH Bed Bath & Beyond Pier One -05 24% (1) From lease rejection date to final lease execution. Letters of intent are typically signed 30 to 90 days prior to lease execution. 42 HomePlace Retenanting Center New Tenants St. Louis, MO Bed Bath & Beyond David’s Bridal Marietta, GA Ross Dress Cargo Furniture (Pier 1) Atlanta, GA Sports Authority Columbus, OH Michael‘s Dress Barn The Avenue Eagan, MN Bed Bath & Beyond PetsMart San Antonio, TX OfficeMax (1) Months to Re-lease (1) -08 % Increase in Rent 21% 6 12 17% 9 14% 8 11 11 11% -010 7% 9 4% From lease rejection date to final lease execution. Letters of intent are typically signed 30 to 90 days prior to lease execution. 43 Average Annualized Base Rental Rates (as of 4Q02) Shop Space Total Portfolio $15 $15.18 $10 $10.58 $5 $0 '87 '89 '91 '93 '95 '97 '99 '01 4Q02 44 Historical Occupancy Rates DDR has averaged nearly 96% occupancy since 1987 95% 90% 85% 19 87 19 88 19 89 19 90 19 91 19 92 19 93 19 94 19 95 19 96 19 97 19 98 19 99 20 00 20 01 20 02 80% 45 Service Merchandise (as of 4Q02) Capital Structure Portfolio DDR (24.6%) Klaff Realty (12.3%) Lubert Adler (61.6%) Special Member (1.5%) Total Capital Actual Debt Anticipated Debt Total Debt & Equity $19.5 9.7 48.6 1.3 $79.1 $89.6 66.3 $235.0 Fee Interests Sold, Leases Assigned, Direct Leases and Subleases Leases Expired or Rejected Vacant or Partially Leased Management Development DSW Shoe Warehouse Leasing Disposition 76 70 Major Tenants Value City Furniture Fees to DDR 130 TJ Maxx/Marshalls Bed Bath & Beyond Dollar Tree PetsMart Best Buy Circuit City A.C. Moore 46 Section V DDR/JDN Merger Overview 47 Traffic Generating Anchors (1) 75% of DDR assets and approximately 55% of JDN assets have either a discount or traditional department store 50% of DDR assets and approximately 40% of JDN assets have a grocery component 40% of DDR assets and over 20% of JDN assets have both a home improvement store and a discount or traditional department store Over 45% of DDR revenues and over 60% of JDN revenues are generated by short term leases to specialty store tenants 48 Highly Accretive Use of DDR Stock Overall capitalization rate of 9.8%, or 10.6% after adjusting for the impact of non-income producing land assets Estimated annual accretion of 5% reflects dilutive impact of land assets Further accretion potential as development is completed and pipeline is built out However, anticipated sales of certain non-core retail assets will dilute total accretion 49 Land and Development Portfolios Provide Future Upside DDR uniquely qualified to incorporate JDN’s development portfolio into its existing operations Properties currently under development create embedded growth DDR’s strong tenant relationships will enhance the profitability of the development pipeline Potential sale of land and outparcel portfolio, comprised of over 600 acres, provides additional opportunity to raise capital accretively 50 Development Portfolio DDR JDN DDR (Pro Forma) 7 19 26 3.0 6.3 9.3 6 9 15 2.6 1.9 4.5 Properties Under Development Number GLA (MSF) Development Pipeline Number GLA (MSF) 51 JDN Development Portfolio JDN has 19 development projects currently under construction Total GLA is 6.3 MSF. Total owned GLA is 3.0 MSF, of which over 1.5 MSF is open and operating Total cost to complete as of 1Q03 is approximately $46MM Over 80% pre-leased Estimated annual NOI of over $33MM DDR will pursue 9 former JDN pipeline development projects Total GLA is approximately 1.9 MSF Total project cost is approximately $120MM Estimated annual NOI of approximately $13MM 52 DDR Development Portfolio DDR has 7 development projects currently under construction Total GLA is 3.0 MSF. Total owned GLA is approximately 2.0 MSF, of which approximately 900,000 square feet is open and operating Total cost to DDR to complete as of 1Q03 was estimated to be approximately $104MM DDR has 6 pipeline development projects Total GLA is approximately 2.6 MSF Total estimated project cost of approximately $260MM 53 Leverages Existing Platform Broadens DDR’s existing relationships with the nation’s leading retailers, particularly Wal*Mart, Sam’s Club, Lowe’s Home Improvement, Kohl’s and TJX DDR’s top 10 tenants comprise nearly 30% of JDN’s GLA and 20% of JDN’s revenue base Maintains a geographically diverse portfolio, with centers located across 44 states 54 Improves Industry Position Transaction represents an excellent fit of core assets for DDR, plus a pipeline of development opportunities where DDR can use its core skills to add value on an ongoing basis Strengthens DDR’s position as the nation’s leading owner, operator and developer of market-dominant community shopping centers Increases DDR’s market capitalization by over 35% to $5 billion Creates the largest shopping center REIT by market capitalization and by GLA under management 55