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PART IV

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

Commission File No. 1-12504

THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of
incorporation or organization)
  95-4448705
(I.R.S. Employer
Identification Number)

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive office, including zip code)

Registrant's telephone number, including area code (310) 394-6000

Securities registered pursuant to Section 12(b) of the Act

Title of each class   Name of each exchange on which registered
Common Stock, $0.01 Par Value   New York Stock Exchange

        Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act YES ý    NO o

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act YES o    NO ý

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý    NO o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment on to this Form 10-K. o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o    NO ý

        The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.0 billion as of the last business day of the registrant's most recent completed second fiscal quarter based upon the price at which the common shares were last sold on that day.

        Number of shares outstanding of the registrant's common stock, as of February 16, 2012: 131,992,974 shares

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the proxy statement for the annual stockholders meeting to be held in 2012 are incorporated by reference into Part III of this Form 10-K

   


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THE MACERICH COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2011
INDEX

 
   
  Page  

Part I

           

Item 1.

 

Business

    1  

Item 1A.

 

Risk Factors

    17  

Item 1B.

 

Unresolved Staff Comments

    26  

Item 2.

 

Properties

    27  

Item 3.

 

Legal Proceedings

    35  

Item 4.

 

Mine Safety Disclosures

    35  

Part II

           

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    36  

Item 6.

 

Selected Financial Data

    38  

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    44  

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

    61  

Item 8.

 

Financial Statements and Supplementary Data

    62  

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

    62  

Item 9A.

 

Controls and Procedures

    62  

Item 9B.

 

Other Information

    65  

Part III

           

Item 10.

 

Directors and Executive Officers and Corporate Governance

    65  

Item 11.

 

Executive Compensation

    65  

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    65  

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    65  

Item 14.

 

Principal Accountant Fees and Services

    65  

Part IV

           

Item 15.

 

Exhibits and Financial Statement Schedules

    66  

Signatures

    139  

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PART I

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS

        This Annual Report on Form 10-K of The Macerich Company (the "Company") contains or incorporates by reference statements that constitute forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as "may," "will," "could," "should," "expects," "anticipates," "intends," "projects," "predicts," "plans," "believes," "seeks," "estimates," "scheduled" and variations of these words and similar expressions. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Forward-looking statements appear in a number of places in this Form 10-K and include statements regarding, among other matters:

        Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" of this Annual Report on Form 10-K, as well as our other reports filed with the Securities and Exchange Commission ("SEC"). You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.

ITEM 1.    BUSINESS

General

        The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2011, the Operating Partnership owned or had an ownership interest in 65 regional shopping centers and 14 community shopping centers totaling approximately 66 million square feet of gross leasable area ("GLA"). These 79 regional and community shopping centers are referred to herein as the "Centers," and consist of consolidated Centers ("Consolidated Centers") and unconsolidated

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joint venture Centers ("Unconsolidated Joint Venture Centers") as set forth in "Item 2. Properties," unless the context otherwise requires. The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."

        The Company was organized as a Maryland corporation in September 1993. All references to the Company in this Annual Report on Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.

        Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15. Exhibits and Financial Statement Schedules."

Recent Developments

        On February 24, 2011, the Company increased its ownership interest in Kierland Commons, a 434,642 square foot community center in Scottsdale, Arizona, from 24.5% to 50%. The Company's share of the purchase price for this transaction was $34.2 million in cash and the assumption of $18.6 million of existing debt.

        On February 28, 2011, the Company, in a 50/50 joint venture, acquired The Shops at Atlas Park, a 377,924 square foot community center in Queens, New York, for a total purchase price of $53.8 million. The Company's share of the purchase price was $26.9 million and was funded from the Company's cash on hand.

        On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall, an 893,863 square foot regional shopping center in Phoenix, Arizona, that it did not own. The total purchase price was $27.6 million, which included the assumption of the third party's pro rata share of the mortgage note payable on the property of $25.7 million. Concurrent with the purchase of the partnership interest, the Company paid off the $51.5 million loan on the property.

        On April 29, 2011, the Company purchased a fee interest in a freestanding Kohl's store at Capitola Mall in Capitola, California for $28.5 million. The purchase price was paid from cash on hand.

        On June 3, 2011, the Company acquired an additional 33.3% ownership interest in Arrowhead Towne Center, a 1,197,006 square foot regional shopping center in Glendale, Arizona, an additional 33.3% ownership interest in Superstition Springs Center, a 1,204,540 square foot regional shopping center in Mesa, Arizona, and an additional 50% ownership interest in the land under Superstition Springs Center in exchange for the Company's ownership interest in six anchor stores, including five former Mervyn's stores and a cash payment of $75.0 million. The cash purchase price was funded from borrowings under the Company's line of credit. This transaction is referred herein as the "GGP Exchange".

        On July 22, 2011, the Company acquired the Fashion Outlets of Niagara, a 529,059 square foot outlet center in Niagara Falls, New York. The initial purchase price of $200.0 million was funded by a cash payment of $78.6 million and the assumption of the mortgage note payable of $121.4 million. The

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cash purchase price was funded from borrowings under the Company's line of credit. The purchase and sale agreement includes contingent consideration based on the performance of the Fashion Outlets of Niagara from the acquisition date through July 21, 2014 that could increase the purchase price from the initial $200.0 million up to a maximum of $218.7 million. The Company estimated the fair value of the contingent consideration as of December 31, 2011 to be $14.8 million, which has been included in other accrued liabilities.

        On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich Properties, L.P., a Delaware limited partnership ("SDG Macerich") that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia (collectively referred to herein as the "SDG Acquisition Properties"). These wholly-owned assets were recorded at fair value at the date of transfer, which resulted in a gain of $188.3 million. The gain reflected the fair value of the net assets received in excess of the book value of the Company's interest in SDG Macerich. This transaction is referred to herein as the "SDG Transaction."

        On January 18, 2011, the Company replaced the existing loan on Twenty Ninth Street with a new $107.0 million loan that bears interest at LIBOR plus 2.63% and matures on January 18, 2016.

        On February 1, 2011, the Company paid off the $50.3 million mortgage on Chesterfield Towne Center. The loan bore interest at an effective rate of 9.07% with a maturity in January 2024.

        On February 23, 2011 and November 28, 2011, the Company exercised options under the loan agreement on Danbury Fair Mall to borrow an additional $20.0 million and $10.0 million, respectively. The entire loan bears interest at an effective rate of 5.53%.

        On February 28, 2011, in connection with the acquisition of an additional 50% interest in Desert Sky Mall (See "Acquisitions" in Recent Developments), the Company paid off the existing $51.5 million loan on the property that bore interest at 1.36%.

        On March 10, 2011, the Company's joint venture in Inland Center replaced the existing loan on the property with a new $50.0 million loan that bears interest at LIBOR plus 3.0% and matures on April 1, 2016.

        On March 15, 2011, the Company paid off the $33.1 million loan on Capitola Mall that bore interest at an effective rate of 7.13%.

        On April 26, 2011, the Company's joint venture in Chandler Village Center replaced the existing loan on the property with a new $17.5 million loan that bears interest at LIBOR plus 2.25% and matures on March 1, 2014 with two one-year extension options.

        On May 2, 2011, the Company replaced the $1.5 billion line of credit that had matured on April 25, 2011 with a new $1.5 billion revolving line of credit that bears interest at LIBOR plus a spread of 1.75% to 3.0% depending on the Company's overall leverage and matures on May 2, 2015 with a one-year extension option. Based on the Company's current leverage levels, the borrowing rate on the new facility is LIBOR plus 2.0%. The new line of credit can be expanded, depending on certain conditions, up to a total facility of $2.0 billion less the outstanding balance of the $125.0 million unsecured term loan, as discussed below.

        On June 1, 2011, the Company paid off the $83.4 million loan on Pacific View that bore interest at an effective rate of 7.23%.

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        On July 1, 2011, the Company paid off the $40.2 million loan on Rimrock Mall that bore interest at an effective rate of 7.57%.

        On July 1, 2011, the Company's joint venture in the Los Cerritos Center replaced the existing loan on the property with a new $200.0 million loan that bears interest at 4.50% and matures on July 1, 2018.

        On September 29, 2011, the Company's joint venture in Arrowhead Towne Center replaced the existing loan on the property with a new $230.0 million loan that bears interest at 4.30% and matures on October 5, 2018.

        On September 30, 2011, the Company paid off the $8.6 million loan on Hilton Village that bore interest at an effective rate of 5.27%.

        On October 28, 2011, the Company's joint venture in Superstition Springs Center replaced the existing loan on the property with a new $67.5 million loan that bears interest at LIBOR plus 2.30% and matures on October 28, 2016.

        In October 2011, the Company repurchased and retired $180.3 million of the 3.25% convertible senior notes due 2012 (the "Senior Notes") for $180.8 million.

        On December 8, 2011, the Company obtained a $125 million unsecured term loan under the Company's line of credit that bears interest at LIBOR plus 2.20% and matures on December 8, 2018.

        On December 9, 2011, the Company paid off the $19.0 million loan on La Cumbre Plaza that bore interest at an effective rate of 2.41%.

        On December 30, 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. As a result, the Company has been discharged from the loan on the property (See "Other Transactions and Events" in Recent Developments).

        On February 1, 2012, the Company replaced the existing loan on Tucson La Encantada with a new $75.1 million loan that bears interest at 4.22% and matures on February 1, 2022.

        The Company has arranged a $140 million, 10-year fixed rate loan on Pacific View. The loan is expected to close in March 2012 with an interest rate of 4.00%. The property is currently unencumbered by debt.

        The Company expects to obtain in the near future a construction loan for the Fashion Outlets of Chicago that will allow for borrowings of up to $130 million and will bear interest at LIBOR plus 2.50% and mature in February 2015 with two one-year extension options. The loan will allow for an additional $10 million of borrowings, depending upon certain conditions.

        In February 2012, the Company entered into an arrangement for a $220.0 million, 10-year fixed rate loan to replace the existing loan on The Oaks. The new loan is expected to close in April 2012 with an interest rate of approximately 4.10%.

        In August 2011, the Company entered into a joint venture agreement with a subsidiary of AWE/Talisman for the development of the Fashion Outlets of Chicago in the Village of Rosemont, Illinois. The Company will own 60% of the joint venture and AWE/Talisman will own 40%. The Center will be a fully enclosed two level, 528,000 square foot outlet center. The site is located within a mile of O'Hare International Airport. The project broke ground in November 2011 and is expected to be completed in Summer 2013. The total estimated project cost is approximately $200.0 million.

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Other Transactions and Events:

        On July 15, 2010, a court appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and will be completed in the near future. Although the Company is no longer funding any cash shortfall, it continues to record the operations of Valley View Center until the title for the Center is transferred and its obligation for the loan is discharged. Once title to the Center is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets. The mortgage note payable on Valley View Center is non-recourse to the Company.

        On April 1, 2011, the Company's joint venture in SDG Macerich conveyed Granite Run Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of gain on early extinguishment of debt was $7.8 million.

        On May 11, 2011, the non-recourse mortgage note payable on Shoppingtown Mall went into maturity default. As a result of the maturity default and the corresponding reduction of the expected holding period, the Company recognized an impairment charge of $35.7 million to write-down the carrying value of the long-lived assets to its estimated fair value. On September 14, 2011, the Company exercised its right and redeemed the outside ownership interests in Shoppingtown Mall for a cash payment of $11.4 million. On December 30, 2011, the Company conveyed Shoppingtown Mall to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized a $3.9 million additional loss on the disposal of the property.

        As of December 1, 2011, the Prescott Gateway non-recourse loan was in maturity default. The Company is negotiating with the lender and the outcome is uncertain at this time.

The Shopping Center Industry

        There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Shopping Centers" or "Malls." Regional Shopping Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors. "Strip centers," "urban villages" or "specialty centers" ("Community Shopping Centers") are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community Shopping Centers typically contain 100,000 square feet to 400,000 square feet of GLA. Outlet Centers generally contain a wide variety of designer and manufacturer stores located in an open-air center and typically range in size from 200,000 to 850,000 square feet of GLA. In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Mall Stores and Freestanding Stores over 10,000 square feet are also referred to as "Big Box." Anchors, Mall Stores and Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.

        A Regional Shopping Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking. Regional Shopping Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity, and promotional events.

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        Regional Shopping Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas.

        Regional Shopping Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchors are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to GLA contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the majority of the revenues of a Regional Shopping Center.

Business of the Company

        The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Shopping Centers.

        Acquisitions.    The Company principally focuses on well-located, quality Regional Shopping Centers that can be dominant in their trade area and have strong revenue enhancement potential. In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio such as Outlet Centers. The Company subsequently seeks to improve operating performance and returns from these properties through leasing, management and redevelopment. Since its initial public offering, the Company has acquired interests in shopping centers nationwide. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise. (See "Recent Developments—Acquisitions").

        Leasing and Management.    The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area.

        The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with and be responsive to the needs of retailers.

        Similarly, the Company generally utilizes on-site and regionally located leasing managers to better understand the market and the community in which a Center is located. The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations.

        On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages four regional shopping centers and three community centers for third party owners on a fee basis.

        Redevelopment.    One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. For this reason, the Company has built a staff of redevelopment

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professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals. (See "Recent Developments—Redevelopment and Development Activity").

        Development.    The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities. (See "Recent Developments—Redevelopment and Development Activity").

        As of December 31, 2011, the Centers consist of 65 Regional Shopping Centers and 14 Community Shopping Centers totaling approximately 66 million square feet of GLA. The 65 Regional Shopping Centers in the Company's portfolio average approximately 923,000 square feet of GLA and range in size from 2.1 million square feet of GLA at Tysons Corner Center to 314,000 square feet of GLA at Panorama Mall. The Company's 14 Community Shopping Centers have an average of approximately 298,000 square feet of GLA. As of December 31, 2011, the Centers included 256 Anchors totaling approximately 34.5 million square feet of GLA and approximately 8,100 Mall Stores and Freestanding Stores totaling approximately 31.8 million square feet of GLA.

        There are numerous owners and developers of real estate that compete with the Company in its trade areas. There are eight other publicly traded mall companies in the United States and several large private mall companies, any of which under certain circumstances could compete against the Company for an acquisition of an Anchor or a tenant. In addition, other REITs, private real estate companies, and financial buyers compete with the Company in terms of acquisitions. This results in competition for both the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect the Company's ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved. There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, Internet shopping, home shopping networks, outlet centers, discount shopping clubs and mail-order services that could adversely affect the Company's revenues.

        In making leasing decisions, the Company believes that retailers consider the following material factors relating to a center: quality, design and location, including consumer demographics; rental rates; type and quality of Anchors and retailers at the center; and management and operational experience and strategy of the center. The Company believes it is able to compete effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers.

        The Centers derived approximately 79% of their total rents for the year ended December 31, 2011 from Mall Stores and Freestanding Stores under 10,000 square feet. Big Box and Anchor tenants accounted for 21% of total rents for the year ended December 31, 2011.

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        The following retailers (including their subsidiaries) represent the 10 largest rent payers in the Centers (excluding Valley View Center, which is under the control of a court appointed receiver) based upon total rents in place as of December 31, 2011:

Tenant
  Primary DBAs   Number of
Locations
in the
Portfolio
  % of Total
Rents(1)
 

Limited Brands, Inc. 

  Victoria's Secret, Bath and Body Works, Victoria's Secret Beauty, PINK     118     2.4 %

Gap Inc. 

  The Gap, Old Navy, Banana Republic, Gap Kids, Gap Body, Baby Gap, The Gap Outlet, Athleta     80     2.3 %

Forever 21, Inc. 

  Forever 21, XXI Forever     40     1.9 %

Golden Gate Capital

  Express, Eddie Bauer, J. Jill, California Pizza Kitchen     78     1.9 %

Foot Locker, Inc. 

  Champs Sports, Foot Locker, Foot Action USA, CCS, Lady Foot Locker, Kids Foot Locker     115     1.7 %

Abercrombie & Fitch Co. 

  Abercrombie & Fitch, Hollister, abercrombie     64     1.4 %

Luxottica Group S.P.A. 

  Sunglass Hut, LensCrafters, Oakley, Optical Shop of Aspen, Pearle Vision Center, Ilori, Sunglass Hut / Watch Station     133     1.3 %

American Eagle Outfitters, Inc. 

  American Eagle, Aerie, 77Kids     53     1.2 %

Nordstrom, Inc. 

  Nordstrom, Last Chance, Nordstrom Rack, Nordstrom Spa     21     1.1 %

AT&T Mobility LLC(2)

  AT&T, Cingular Wireless, AT&T Experience Store     30     1.1 %

(1)
Total rents include minimum rents and percentage rents.

(2)
Includes AT&T Mobility office headquarters located at Redmond Town Center.

        Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent. The Company has generally entered into leases for Mall Stores and Freestanding Stores that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses the Company actually incurs at any Center. Additionally, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.

        Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2011 comprises 66.9% of all Mall Store and Freestanding Store space. The Company uses tenant spaces of 10,000 square feet and under for comparing rental rate activity because this space is more consistent in terms of shape and configuration and, as such, the Company is able to provide a meaningful comparison of rental rate activity for this space. Mall Store and Freestanding Store space greater than 10,000 square feet is inconsistent in size and configuration throughout the Company's portfolio and as a result does not lend itself to a meaningful comparison of rental rate activity with the Company's other space. Most of the non-Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall.

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As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.

        The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past five years:

Mall Stores and Freestanding Stores under 10,000 square feet:

For the Years Ended December 31,
  Avg. Base
Rent Per
Sq. Ft.(1)(2)
  Avg. Base Rent
Per Sq. Ft. on
Leases Executed
During the Year(2)(3)
  Avg. Base Rent
Per Sq. Ft.
on Leases Expiring
During the Year(2)(4)
 

Consolidated Centers:

                   

2011(5)(6)

  $ 38.80   $ 38.35   $ 35.84  

2010(5)

  $ 37.93   $ 34.99   $ 37.02  

2009

  $ 37.77   $ 38.15   $ 34.10  

2008

  $ 41.39   $ 42.70   $ 35.14  

2007

  $ 38.49   $ 43.23   $ 34.21  

Unconsolidated Joint Venture Centers (at the Company's pro rata share):

                   

2011

  $ 53.72   $ 50.00   $ 38.98  

2010

  $ 46.16   $ 48.90   $ 38.39  

2009

  $ 45.56   $ 43.52   $ 37.56  

2008

  $ 42.14   $ 49.74   $ 37.61  

2007

  $ 38.72   $ 47.12   $ 34.87  

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Big Box and Anchors:

For the Years Ended December 31,
  Avg. Base
Rent Per
Sq. Ft.(1)(2)
  Avg. Base Rent
Per Sq. Ft. on
Leases Executed
During the Year(2)(3)
  Number of
Leases
Executed
During
the Year
  Avg. Base Rent
Per Sq. Ft.
on Leases Expiring
During the Year(2)(4)
  Number of
Leases
Expiring
During
the Year
 

Consolidated Centers:

                               

2011(5)(6)

  $ 8.42   $ 10.87     21   $ 6.71     14  

2010(5)

  $ 8.64   $ 13.79     31   $ 10.64     10  

2009

  $ 9.66   $ 10.13     19   $ 20.84     5  

2008

  $ 9.53   $ 11.44     26   $ 9.21     18  

2007

  $ 9.08   $ 18.51     17   $ 20.13     3  

Unconsolidated Joint Venture Centers (at the Company's pro rata share):

                               

2011

  $ 12.50   $ 21.43     15   $ 14.19     7  

2010

  $ 11.90   $ 24.94     20   $ 15.63     26  

2009

  $ 11.60   $ 31.73     16   $ 19.98     16  

2008

  $ 11.16   $ 14.38     14   $ 10.59     5  

2007

  $ 10.89   $ 18.21     13   $ 11.03     5  

(1)
Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.

(2)
The leases for Promenade at Casa Grande, SanTan Village Power Center and SanTan Village Regional Center were excluded for the years ended December 31, 2007 and 2008 because they were under development. The leases for The Market at Estrella Falls were excluded for the years ended December 31, 2009 and 2008 because it was under development. The leases for Santa Monica Place were excluded for the years ended December 31, 2010, 2009 and 2008 because it was under redevelopment.

(3)
The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.

(4)
The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease.

(5)
The leases for Valley View Center were excluded because the Center is under the control of a court appointed receiver.

(6)
The leases for the SDG Acquisition Properties were included as Consolidated Centers for the year ended December 31, 2011. These Centers were included with Unconsolidated Joint Venture Centers for the years ended December 31, 2010, 2009, 2008 and 2007.

        A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant expenses included in this calculation are minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses, real estate taxes and repair and maintenance expenditures. These tenant charges are collectively referred to as tenant occupancy costs. These tenant occupancy costs are compared to tenant sales. A low cost of occupancy percentage shows more capacity for the Company to increase rents at

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the time of lease renewal than a high cost of occupancy percentage. The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the last five years:

 
  For Years ended December 31,  
 
  2011(1)(2)   2010(1)(2)   2009(1)   2008(1)   2007(1)  

Consolidated Centers:

                               

Minimum rents

    8.2 %   8.6 %   9.1 %   8.9 %   8.0 %

Percentage rents

    0.5 %   0.4 %   0.4 %   0.4 %   0.4 %

Expense recoveries(3)

    4.1 %   4.4 %   4.7 %   4.4 %   3.8 %
                       

    12.8 %   13.4 %   14.2 %   13.7 %   12.2 %
                       

Unconsolidated Joint Venture Centers:

                               

Minimum rents

    9.1 %   9.1 %   9.4 %   8.2 %   7.3 %

Percentage rents

    0.4 %   0.4 %   0.4 %   0.4 %   0.5 %

Expense recoveries(3)

    3.9 %   4.0 %   4.3 %   3.9 %   3.2 %
                       

    13.4 %   13.5 %   14.1 %   12.5 %   11.0 %
                       

(1)
The SDG Acquisition Properties were included in the Consolidated Centers for the year ended December 31, 2011 and were included in the Unconsolidated Joint Venture Centers for the years ended December 31, 2010, 2009, 2008 and 2007.

(2)
The cost of occupancy excludes Valley View Center for the years ended December 31, 2011 and 2010 because the Center is under the control of a court appointed receiver.

(3)
Represents real estate tax and common area maintenance charges.

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        The following tables show scheduled lease expirations for Centers owned as of December 31, 2011, excluding Valley View Center because the Center is under the control of a court appointed receiver, for the next ten years, assuming that none of the tenants exercise renewal options:

Mall Stores and Freestanding Stores under 10,000 square feet:

Year Ending December 31,
  Number of
Leases
Expiring
  Approximate
GLA of Leases
Expiring(1)
  % of Total Leased
GLA Represented
by Expiring
Leases(1)
  Ending Base Rent
per Square Foot of
Expiring Leases(1)
  % of Base Rent
Represented
by Expiring
Leases(1)
 

Consolidated Centers:

                               

2012

    472     992,496     14.19 % $ 37.69     12.96 %

2013

    389     747,012     10.68 % $ 41.25     10.68 %

2014

    343     736,723     10.53 % $ 38.20     9.75 %

2015

    312     712,830     10.19 % $ 38.17     9.43 %

2016

    330     801,817     11.46 % $ 39.42     10.96 %

2017

    302     765,037     10.94 % $ 42.76     11.34 %

2018

    258     650,012     9.29 % $ 43.24     9.74 %

2019

    215     551,606     7.89 % $ 44.74     8.55 %

2020

    171     396,273     5.67 % $ 52.21     7.17 %

2021

    178     470,084     6.72 % $ 42.97     7.00 %

Unconsolidated Joint Venture Centers (at the Company's pro rata share):

                               

2012

    330     334,533     11.75 % $ 48.00     9.79 %

2013

    276     300,917     10.57 % $ 56.22     10.32 %

2014

    257     304,982     10.71 % $ 60.45     11.24 %

2015

    285     378,318     13.29 % $ 58.37     13.46 %

2016

    270     331,546     11.64 % $ 58.58     11.84 %

2017

    200     299,798     10.53 % $ 52.78     9.65 %

2018

    172     225,115     7.91 % $ 58.67     8.05 %

2019

    143     163,575     5.74 % $ 68.41     6.82 %

2020

    152     193,213     6.79 % $ 66.16     7.79 %

2021

    163     218,037     7.66 % $ 57.98     7.71 %

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Big Boxes and Anchors:

Year Ending December 31,
  Number of
Leases
Expiring
  Approximate
GLA of Leases
Expiring(1)
  % of Total Leased
GLA Represented
by Expiring
Leases(1)
  Ending Base Rent
per Square Foot of
Expiring Leases(1)
  % of Base Rent
Represented
by Expiring
Leases(1)
 

Consolidated Centers:

                               

2012

    22     927,046     7.43 % $ 8.80     7.51 %

2013

    22     849,514     6.81 % $ 6.06     4.74 %

2014

    28     1,480,080     11.86 % $ 6.86     9.36 %

2015

    21     1,040,554     8.34 % $ 5.80     5.56 %

2016

    24     1,375,312     11.02 % $ 5.78     7.32 %

2017

    29     1,280,621     10.26 % $ 7.77     9.16 %

2018

    17     282,922     2.27 % $ 16.11     4.20 %

2019

    15     236,747     1.90 % $ 20.85     4.55 %

2020

    27     792,185     6.35 % $ 8.75     6.38 %

2021

    25     937,074     7.51 % $ 14.36     12.40 %

Unconsolidated Joint Venture Centers (at the Company's pro rata share):

                               

2012

    11     201,175     4.21 % $ 9.34     2.94 %

2013

    22     326,992     6.84 % $ 15.00     7.67 %

2014

    22     381,504     7.97 % $ 16.10     9.61 %

2015

    35     912,606     19.08 % $ 8.86     12.65 %

2016

    30     500,111     10.45 % $ 13.94     10.90 %

2017

    12     148,209     3.10 % $ 26.08     6.04 %

2018

    10     316,693     6.62 % $ 5.45     2.70 %

2019

    12     215,198     4.50 % $ 19.14     6.44 %

2020

    19     637,413     13.32 % $ 13.24     13.20 %

2021

    11     220,629     4.61 % $ 11.56     3.99 %

(1)
The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year. Currently, 62% of leases have provisions for future consumer price index increases that are not reflected in ending base rent. Leases for the SDG Acquisition Properties are included in the Consolidated Centers. The leases for The Shops at Atlas Park and South Ridge Mall were excluded as these properties are under redevelopment.

        Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall Stores and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall Store and Freestanding Store tenants.

        Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall Stores and Freestanding Stores. Each Anchor that owns its own store and certain Anchors that lease their stores enter into reciprocal easement agreements with the owner of the Center covering, among other things, operational matters, initial construction and future expansion.

        Anchors accounted for approximately 7.3% of the Company's total rents for the year ended December 31, 2011.

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        The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2011. Anchors at Valley View Center are excluded from the table below because the Center is under the control of a court appointed receiver.

Name
  Number of
Anchor
Stores
  GLA Owned
by Anchor
  GLA Leased
by Anchor
  Total GLA
Occupied by
Anchor
 

Macy's Inc.

                         

Macy's(1)

    51     5,419,918     2,959,858     8,379,776  

Bloomingdale's

    2         357,644     357,644  
                   

Total

    53     5,419,918     3,317,502     8,737,420  

Sears Holdings Corporation

                         

Sears

    39     3,588,537     1,589,613     5,178,150  

Great Indoors, The

    1         131,051     131,051  

K-Mart

    1         86,479     86,479  
                   

Total

    41     3,588,537     1,807,143     5,395,680  

jcpenney

    37     2,162,764     2,844,218     5,006,982  

Dillard's

    23     3,343,556     557,112     3,900,668  

Nordstrom

    14     720,349     1,676,891     2,397,240  

Target(2)

    10     870,830     452,533     1,323,363  

Forever 21(1)

    10     154,518     791,461     945,979  

The Bon-Ton Stores, Inc.

                         

Younkers

    3         317,241     317,241  

Bon-Ton, The

    1         71,222     71,222  

Herberger's

    2     188,000     53,317     241,317  
                   

Total

    6     188,000     441,780     629,780  

Neiman Marcus(3)

    4     120,000     409,058     529,058  

Kohl's

    5     164,902     240,041     404,943  

Home Depot

    3         394,932     394,932  

Wal-Mart

    2     371,527         371,527  

Costco

    2         321,419     321,419  

Lord & Taylor

    3     120,635     199,372     320,007  

Boscov's

    2         301,350     301,350  

Burlington Coat Factory

    3     174,449     86,706     261,155  

Dick's Sporting Goods

    3         257,241     257,241  

Belk

    3         200,925     200,925  

Von Maur

    2     186,686         186,686  

La Curacao

    1         164,656     164,656  

Barneys New York

    2         141,398     141,398  

Lowe's

    1     135,197         135,197  

Garden Ridge

    1         109,933     109,933  

Saks Fifth Avenue

    1         92,000     92,000  

Mercado de los Cielos

    1         77,500     77,500  

L.L. Bean

    1         75,778     75,778  

Best Buy

    1     65,841         65,841  

Sports Authority

    1         52,250     52,250  

Bealls

    1         40,000     40,000  

Vacant Anchors(4)

    6         688,359     688,359  
                   

Total

    243     17,787,709     15,741,558     33,529,267  

Anchors at Centers not owned by the Company(5):

                         

Forever 21

    5         397,726     397,726  

Burlington Coat Factory

    1         85,000     85,000  

Kohl's

    1         82,600     82,600  

Cabela's

    1         75,330     75,330  

Vacant Anchors(5)

    5         377,823     377,823  
                   

Total

    256     17,787,709     16,760,037     34,547,746  
                   

(1)
Macy's is scheduled to open a 103,000 square foot store at Mall of Victor Valley in 2013. The Forever 21 at Mall of Victor Valley closed in January 2012.

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(2)
Target is scheduled to open a 98,000 square foot store at Capitola Mall in Summer of 2012.

(3)
Neiman Marcus is scheduled to open an 88,000 square foot store at Broadway Plaza in March of 2012.

(4)
The Company is currently seeking various replacement tenants and/or contemplating redevelopment opportunities for these vacant sites.

(5)
The Company owns a portfolio of 15 former Mervyn's stores located at shopping centers not owned by the Company. Of these 15 stores, five have been leased to Forever 21, one has been leased to Kohl's, one has been leased to Burlington Coat Factory, one has been leased to Cabela's, two have been leased for non-Anchor usage and the remaining five former Mervyn's locations are vacant. The Company is currently seeking replacement tenants for these vacant sites.

Environmental Matters

        Each of the Centers has been subjected to an Environmental Site Assessment—Phase I (which involves review of publicly available information and general property inspections, but does not involve soil sampling or ground water analysis) completed by an environmental consultant.

        Based on these assessments, and on other information, the Company is aware of the following environmental issues, which may result in potential environmental liability and cause the Company to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation:

        See "Item 1A. Risk Factors—Possible environmental liabilities could adversely affect us."

Insurance

        Each of the Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. The Company does not insure certain types of losses (such as losses from wars) because they are either uninsurable or not economically insurable. In addition, while the Company or the relevant joint venture, as applicable, further carries specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $100,000 per occurrence minimum and a combined annual aggregate loss limit of $150 million on these Centers. The Company or the

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relevant joint venture, as applicable, carries specific earthquake insurance on the Centers located in the Pacific Northwest. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $50,000 per occurrence minimum and a combined annual aggregate loss limit of $800 million on these Centers. While the Company or the relevant joint venture also carries terrorism insurance on the Centers, the policies are subject to a $50,000 deductible and a combined annual aggregate loss of $800 million. Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 deductible and a $20 million five-year aggregate limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, the Company carries title insurance on substantially all of the Centers for less than their full value.

Qualification as a Real Estate Investment Trust

        The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a REIT under the Code. As a REIT, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders. Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code.

Employees

        As of December 31, 2011, the Company had approximately 1,377 employees, of which approximately 1,094 were full-time. Unions represent five of these employees. The Company believes that relations with its employees are good.

Seasonality

        For a discussion of the extent to which the Company's business may be seasonal, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Management's Overview and Summary—Seasonality."

Available Information; Website Disclosure; Corporate Governance Documents

        The Company's corporate website address is www.macerich.com. The Company makes available free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC. These reports are available under the heading "Investing—Financial Information—SEC Filings", through a free hyperlink to a third-party service. Information provided on our website is not incorporated by reference into this Form 10-K.

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        The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investing—Corporate Governance":

        You may also request copies of any of these documents by writing to:

ITEM 1A.    RISK FACTORS

        The following factors could cause our actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. This list should not be considered to be a complete statement of all potential risks or uncertainties as it does not describe additional risks of which we are not presently aware or that we do not currently consider material. We may update our risk factors from time to time in our future periodic reports. Any of these factors may have a material adverse effect on our business, financial condition, operating results and cash flows.

RISKS RELATED TO OUR BUSINESS AND PROPERTIES

We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control.

        Real property investments are subject to varying degrees of risk that may affect the ability of our Centers to generate sufficient revenues to meet operating and other expenses, including debt service, lease payments, capital expenditures and tenant improvements, and to make distributions to us and our stockholders. For purposes of this "Risk Factor" section, Centers wholly owned by us are referred to as "Wholly Owned Centers" and Centers that are partly but not wholly owned by us are referred to as "Joint Venture Centers." A number of factors may decrease the income generated by the Centers, including:

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        Income from shopping center properties and shopping center values are also affected by applicable laws and regulations, including tax, environmental, safety and zoning laws.

Continued economic weakness from the severe economic recession that began in 2007 may materially and adversely affect our results of operations and financial condition.

        The U.S. economy is still experiencing weakness from the severe recession that began in 2007 and resulted in increased unemployment, the bankruptcy or weakened financial condition of a number of large retailers, a decline in residential and commercial property values and reduced demand and rental rates for retail space. Although the U.S. economy has improved, high levels of unemployment have persisted, and rental rates and valuations for retail space have not fully recovered to pre-recession levels and may not for a number of years. We may continue to experience downward pressure on the rental rates we are able to charge as leases signed prior to the recession expire, and tenants may declare bankruptcy, announce store closings or fail to meet their lease obligations, any of which could adversely affect the value of our properties and our financial condition and results of operations.

A significant percentage of our Centers are geographically concentrated and, as a result, are sensitive to local economic and real estate conditions.

        A significant percentage of our Centers are located in California and Arizona, and eight Centers in the aggregate are located in New York, New Jersey and Connecticut. Many of these states have been more adversely affected by weak economic and real estate conditions than have other states. To the extent that weak economic or real estate conditions, including as a result of the factors described in the preceding risk factors, or other factors continue to affect or affect California, Arizona, New York, New Jersey or Connecticut (or their respective regions) more severely than other areas of the country, our financial performance could be negatively impacted.

We are in a competitive business.

        There are numerous owners and developers of real estate that compete with us in our trade areas. There are seven other publicly traded mall companies in the United States and several large private mall companies, any of which under certain circumstances could compete against us for an acquisition of an Anchor or a tenant. In addition, other REITs, private real estate companies, and financial buyers compete with us in terms of acquisitions. This results in competition both for the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect our ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on our ability to lease space and on the level of rents that can be achieved. There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, Internet shopping, home shopping networks, outlet centers, discount shopping clubs and mail-order services that could adversely affect our revenues.

We may be unable to renew leases, lease vacant space or re-let space as leases expire, which could adversely affect our financial condition and results of operations.

        There are no assurances that our leases will be renewed or that vacant space in our Centers will be re-let at net effective rental rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below-market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates

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at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

If Anchors or other significant tenants experience a downturn in their business, close or sell stores or declare bankruptcy, our financial condition and results of operations could be adversely affected.

        Our financial condition and results of operations could be adversely affected if a downturn in the business of, or the bankruptcy or insolvency, of an Anchor or other significant tenant leads them to close retail stores or terminate their leases after seeking protection under the bankruptcy laws from their creditors, including us as lessor. In recent years a number of companies in the retail industry, including some of our tenants, have declared bankruptcy or have gone out of business. We may be unable to re-let stores vacated as a result of voluntary closures or the bankruptcy of a tenant. Furthermore, if the store sales of retailers operating at our Centers decline significantly due to adverse economic conditions or for any other reason, tenants might be unable to pay their minimum rents or expense recovery charges. In the event of a default by a lessee, the affected Center may experience delays and costs in enforcing its rights as lessor.

        In addition, Anchors and/or tenants at one or more Centers might terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income. Given current economic conditions, there is an increased risk that Anchors or other significant tenants will sell stores operating in our Centers or consolidate duplicate or geographically overlapping store locations. Store closures by an Anchor and/or a significant number of tenants may allow other Anchors and/or certain other tenants to terminate their leases, receive reduced rent and/or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center.

Our acquisition and real estate development strategies may not be successful.

        Our historical growth in revenues, net income and funds from operations has been in part tied to the acquisition and redevelopment of shopping centers. Many factors, including the availability and cost of capital, our total amount of debt outstanding, our ability to obtain financing on attractive terms, if at all, interest rates and the availability of attractive acquisition targets, among others, will affect our ability to acquire and redevelop additional properties in the future. We may not be successful in pursuing acquisition opportunities, and newly acquired properties may not perform as well as expected. Expenses arising from our efforts to complete acquisitions, redevelop properties or increase our market penetration may have a material adverse effect on our business, financial condition and results of operations. We face competition for acquisitions primarily from other REITs, as well as from private real estate companies and financial buyers. Some of our competitors have greater financial and other resources. Increased competition for shopping center acquisitions may result in increased purchase prices and may impact adversely our ability to acquire additional properties on favorable terms. We cannot guarantee that we will be able to implement our growth strategy successfully or manage our expanded operations effectively and profitably.

        We may not be able to achieve the anticipated financial and operating results from newly acquired assets. Some of the factors that could affect anticipated results are:

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        Our business strategy also includes the selective development and construction of retail properties. Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable. Real estate development activities are also subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, and occupancy and other required governmental permits and authorizations. If any of the above events occur, our ability to pay dividends to our stockholders and service our indebtedness could be adversely affected.

We may be unable to sell properties at the time we desire and on favorable terms.

        Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic or other conditions. Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because our properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.

Possible environmental liabilities could adversely affect us.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial. In addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner's or operator's ability to sell or rent affected real property or to borrow money using affected real property as collateral.

        Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances. Laws exist that impose liability for release of asbestos containing materials ("ACMs") into the air, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to ACMs. In connection with our ownership, operation, management, development and redevelopment of the Centers, or any other centers or properties we acquire in the future, we may be potentially liable under these laws and may incur costs in responding to these liabilities.

Some of our properties are subject to potential natural or other disasters.

        Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornados, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes and tropical storms.

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Uninsured losses could adversely affect our financial condition.

        Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. We do not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while we or the relevant joint venture, as applicable, carries specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $100,000 per occurrence minimum and a combined annual aggregate loss limit of $150 million on these Centers. We or the relevant joint venture, as applicable, carries specific earthquake insurance on the Centers located in the Pacific Northwest. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $50,000 per occurrence minimum and a combined annual aggregate loss limit of $800 million on these Centers. While we or the relevant joint venture also carries terrorism insurance on the Centers, the policies are subject to a $50,000 deductible and a combined annual aggregate loss of $800 million. Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 deductible and a $20 million five-year aggregate limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on all of the Centers for generally less than their full value.

        If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property.

Inflation may adversely affect our financial condition and results of operations.

        If inflation increases in the future, we may experience any or all of the following:

We have substantial debt that could affect our future operations.

        Our total outstanding loan indebtedness at December 31, 2011 was $6.2 billion (which includes $852.8 million of unsecured debt and $1.9 billion of our pro rata share of joint venture debt). Approximately $737.0 million of such indebtedness (at our pro rata share), including $437.8 million of Senior Notes, matures in 2012 (excluding Valley View Center, Prescott Gateway and refinancing transactions that have recently closed). As a result of this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities. We are also subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service and that rising interest rates could adversely affect our debt service costs. In addition, our use of interest rate hedging arrangements may expose us to additional risks, including that the counterparty to the arrangement may fail to honor its obligations and that termination of these arrangements typically involves costs such as transaction fees or breakage costs. Furthermore, a majority of our Centers are mortgaged to secure payment of indebtedness, and if income from the Center is insufficient to pay that indebtedness, the Center could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

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We are obligated to comply with financial and other covenants that could affect our operating activities.

        Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure to meet certain of these financial covenants could cause an event of default under and/or accelerate some or all of such indebtedness which could have a material adverse effect on us.

We depend on external financings for our growth and ongoing debt service requirements.

        We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on the willingness of banks, lenders and other institutions to lend to us based on their underwriting criteria which can fluctuate with market conditions and on conditions in the capital markets in general. The credit markets experienced a severe dislocation during 2008 and 2009, which, for certain periods of time, resulted in the near unavailability of debt financing for even the most creditworthy borrowers. Although the credit markets have recovered from this severe dislocation, there are a number of continuing effects, including a weakening of many traditional sources of debt financing and changes in underwriting standards and terms. Since the severe recession that began in 2007, the capital markets have also experienced and may continue to experience significant volatility and disruption. While the capital markets have shown signs of improvement, the sustainability of an economic recovery is uncertain and additional levels of market disruption and volatility could materially adversely impact our ability to access the capital markets for equity financings. There are no assurances that we will continue to be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing will be available to us on acceptable terms, or at all. In addition, any debt refinancing could also impose more restrictive terms.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest.

        Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership's business and affairs. Three of the principals of the Operating Partnership serve as our executive officers, and a member of our board of directors. Accordingly, these principals have substantial influence over our management and the management of the Operating Partnership. As a result, certain decisions concerning our operations or other matters affecting us may present conflicts of interest for these individuals.

Outside partners in Joint Venture Centers result in additional risks to our stockholders.

        We own partial interests in property partnerships that own 34 Joint Venture Centers as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.

        We may have fiduciary responsibilities to our partners that could affect decisions concerning the Joint Venture Centers. Third parties may share control of major decisions relating to the Joint Venture Centers, including decisions with respect to sales, refinancings and the timing and amount of additional capital contributions, as well as decisions that could have an adverse impact on our status. For example, we may lose our management and other rights relating to the Joint Venture Centers if:

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        In addition, some of our outside partners control the day-to-day operations of two Joint Venture Centers (NorthPark Center and West Acres Center). We, therefore, do not control cash distributions from these Centers, and the lack of cash distributions from these Centers could jeopardize our ability to maintain our qualification as a REIT. Furthermore, certain Joint Venture Centers have debt that could become recourse debt to us if the Joint Venture Center is unable to discharge such debt obligation.

        Our percentage ownership interest in the equity of a joint venture vehicle may not reflect our economic interest in the Joint Venture Center owned by the entity, since each joint venture has various agreements regarding cash flow, profits and losses, allocations, capital requirements, priority on return of capital, preferential returns to joint venture partners, incentive compensation for the joint venture manager and other matters.

Our holding company structure makes us dependent on distributions from the Operating Partnership.

        Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our stockholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT.

An ownership limit and certain anti-takeover defenses could inhibit a change of control or reduce the value of our common stock.

        The Ownership Limit.    In order for us to maintain our qualification as a REIT, not more than 50% in value of our outstanding stock (after taking into account options to acquire stock) may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include some entities that would not ordinarily be considered "individuals") during the last half of a taxable year. Our Charter restricts ownership of more than 5% (the "Ownership Limit") of the lesser of the number or value of our outstanding shares of stock by any single stockholder or a group of stockholders (with limited exceptions for some holders of limited partnership interests in the Operating Partnership, and their respective families and affiliated entities, including all three principals who serve as one of our executive officers and directors). In addition to enhancing preservation of our status as a REIT, the Ownership Limit may:

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        Our board of directors, in its sole discretion, may waive or modify (subject to limitations) the Ownership Limit with respect to one or more of our stockholders, if it is satisfied that ownership in excess of this limit will not jeopardize our status as a REIT.

        Selected Provisions of our Charter and Bylaws.    Some of the provisions of our Charter and bylaws may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares. These provisions include the following:

        Selected Provisions of Maryland Law.    The Maryland General Corporation Law prohibits business combinations between a Maryland corporation and an interested stockholder (which includes any person who beneficially holds 10% or more of the voting power of the corporation's outstanding voting stock or any affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the corporation's outstanding stock at any time within the two year period prior to the date in question) or its affiliates for five years following the most recent date on which the interested stockholder became an interested stockholder and, after the five-year period, requires the recommendation of the board of directors and two super-majority stockholder votes to approve a business combination unless the stockholders receive a minimum price determined by the statute. As permitted by Maryland law, our Charter exempts from these provisions any business combination between us and the principals and their respective affiliates and related persons. Maryland law also allows the board of directors to exempt particular business combinations before the interested stockholder becomes an interested stockholder. Furthermore, a person is not an interested stockholder if the transaction by which he or she would otherwise have become an interested stockholder is approved in advance by the board of directors.

        The Maryland General Corporation Law also provides that the acquirer of certain levels of voting power in electing directors of a Maryland corporation (one-tenth or more but less than one-third, one-third or more but less than a majority and a majority or more) is not entitled to vote the shares in excess of the applicable threshold, unless voting rights for the shares are approved by holders of two-thirds of the disinterested shares or unless the acquisition of the shares has been specifically or generally approved or exempted from the statute by a provision in our Charter or bylaws adopted before the acquisition of the shares. Our Charter exempts from these provisions voting rights of shares owned or acquired by the principals and their respective affiliates and related persons. Our bylaws also contain a provision exempting from this statute any acquisition by any person of shares of our common stock. There can be no assurance that this bylaw will not be amended or eliminated in the future. The Maryland General Corporation Law and our Charter also contain supermajority voting requirements with respect to our ability to amend our Charter, dissolve, merge, or sell all or substantially all of our assets.

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FEDERAL INCOME TAX RISKS

The tax consequences of the sale of some of the Centers and certain holdings of the principals may create conflicts of interest.

        The principals will experience negative tax consequences if some of the Centers are sold. As a result, the principals may not favor a sale of these Centers even though such a sale may benefit our other stockholders. In addition, the principals may have different interests than our stockholders because they are significant holders of the Operating Partnership.

If we were to fail to qualify as a REIT, we will have reduced funds available for distributions to our stockholders.

        We believe that we currently qualify as a REIT. No assurance can be given that we will remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and of the applicable income tax regulations is greater in the case of a REIT structure like ours that holds assets in partnership form. The determination of various factual matters and circumstances not entirely within our control, including determinations by our partners in the Joint Venture Centers, may affect our continued qualification as a REIT. In addition, legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to our qualification as a REIT or the U.S. federal income tax consequences of that qualification.

        In addition, we currently hold certain of our properties through subsidiaries that have elected to be taxed as REITs and we may in the future determine that it is in our best interests to hold one or more of our other properties through one or more subsidiaries that elect to be taxed as REITs. If any of these subsidiaries fails to qualify as a REIT for U.S. federal income tax purposes, then we may also fail to qualify as a REIT for U.S. federal income tax purposes.

        If in any taxable year we were to fail to qualify as a REIT, we will suffer the following negative results:

        In addition, if we were to lose our REIT status, we will be prohibited from qualifying as a REIT for the four taxable years following the year during which the qualification was lost, absent relief under statutory provisions. As a result, net income and the funds available for distributions to our stockholders would be reduced for at least five years and the fair market value of our shares could be materially adversely affected. Furthermore, the Internal Revenue Service could challenge our REIT status for past periods, which if successful could result in us owing a material amount of tax for prior periods. It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election.

        Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property. Any of these taxes would decrease cash available for distributions to stockholders.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

        In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make

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distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue.

        In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered a prohibited transaction.

Complying with REIT requirements may force us to borrow or take other measures to make distributions to our stockholders.

        As a REIT, we generally must distribute 90% of our annual taxable income (subject to certain adjustments) to our stockholders. From time to time, we might generate taxable income greater than our net income for financial reporting purposes, or our taxable income might be greater than our cash flow available for distributions to our stockholders. If we do not have other funds available in these situations, we might be unable to distribute 90% of our taxable income as required by the REIT rules. In that case, we would need to borrow funds, liquidate or sell a portion of our properties or investments (potentially at disadvantageous or unfavorable prices), in certain limited cases distribute a combination of cash and stock (at our stockholders' election but subject to an aggregate cash limit established by the Company) or find another alternative source of funds. These alternatives could increase our costs or reduce our equity. In addition, to the extent we borrow funds to pay distributions, the amount of cash available to us in future periods will be decreased by the amount of cash flow we will need to service principal and interest on the amounts we borrow, which will limit cash flow available to us for other investments or business opportunities.

Tax legislative or regulatory action could adversely affect investors.

        In recent years, numerous legislative, judicial, and administrative changes have been made to the U.S. federal income tax laws applicable to investments similar to an investment in our stock. Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

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ITEM 2.    PROPERTIES

        The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company. Valley View Center is excluded from the table below because it is under the control of a court appointed receiver.

Company's
Ownership(1)
  Name of
Center/Location(2)
  Year of
Original
Construction/
Acquisition
  Year of Most
Recent
Expansion/
Renovation
  Total
GLA(3)
  Mall and
Freestanding
GLA
  Percentage
of Mall and
Freestanding
GLA Leased
  Anchors

CONSOLIDATED CENTERS

                     

100%

  Capitola Mall(4)
Capitola, California
    1977/1995     1988     586,077     196,360     84.6 % Kohl's, Macy's, Sears, Target(5)

50.1%

  Chandler Fashion Center
Chandler, Arizona
    2001/2002         1,324,101     638,941     97.3 % Dillard's, Macy's, Nordstrom, Sears

100%

  Chesterfield Towne Center
Richmond, Virginia
    1975/1994     2000     1,018,373     474,801     92.4 % Garden Ridge, jcpenney, Macy's, Sears

100%

  Danbury Fair Mall
Danbury, Connecticut
    1986/2005     2010     1,273,331     567,091     97.9 % Forever 21, jcpenney, Lord & Taylor, Macy's, Sears

100%

  Deptford Mall
Deptford, New Jersey
    1975/2006     1990     1,042,374     345,932     99.6 % Boscov's, jcpenney, Macy's, Sears

100%

  Desert Sky Mall
Phoenix, Arizona
    1981/2002     2007     893,863     283,368     91.5 % Burlington Coat Factory, Dillard's, La Curacao, Mercado, Sears

100%

  Eastland Mall(4)
Evansville, Indiana
    1978/1998     1996     1,040,941     551,797     96.9 % Dillard's, jcpenney, Macy's

100%

  Fashion Outlets of Niagara
Niagara Falls, New York
    1982/2011     2009     529,059     529,059     95.8 %

100%

  Fiesta Mall
Mesa, Arizona
    1979/2004     2009     932,613     414,422     85.0 % Dillard's, Macy's, Sears

100%

  Flagstaff Mall
Flagstaff, Arizona
    1979/2002     2007     347,379     143,367     93.4 % Dillard's, jcpenney, Sears

50.1%

  Freehold Raceway Mall
Freehold, New Jersey
    1990/2005     2007     1,671,413     877,881     94.8 % jcpenney, Lord & Taylor, Macy's, Nordstrom, Sears

100%

  Fresno Fashion Fair
Fresno, California
    1970/1996     2006     962,083     401,202     96.4 % Forever 21, jcpenney, Macy's (two)

100%

  Great Northern Mall(6)
Clay, New York
    1988/2005         892,196     562,208     95.8 % Macy's, Sears

100%

  Green Tree Mall
Clarksville, Indiana
    1968/1975     2005     805,227     299,642     86.0 % Burlington Coat Factory, Dillard's jcpenney, Sears

100%

  La Cumbre Plaza(4)
Santa Barbara, California
    1967/2004     1989     493,441     176,441     85.7 % Macy's, Sears

100%

  Lake Square Mall
Leesburg, Florida
    1980/1998     1995     558,802     262,765     82.2 % Belk, jcpenney, Sears, Target

100%

  Northgate Mall
San Rafael, California
    1964/1986     2010     715,847     245,516     95.9 % Kohl's, Macy's, Sears

100%

  NorthPark Mall
Davenport, Iowa
    1973/1998     2001     1,075,312     424,856     87.8 % Dillard's, jcpenney, Sears, Von Maur, Younkers

100%

  Northridge Mall
Salinas, California
    1972/2003     1994     887,323     350,343     95.0 % Forever 21, jcpenney, Macy's, Sears

100%

  Oaks, The
Thousand Oaks, California
    1978/2002     2009     1,134,640     577,147     96.1 % jcpenney, Macy's (two), Nordstrom

100%

  Pacific View
Ventura, California
    1965/1996     2001     1,017,283     368,469     95.6 % jcpenney, Macy's, Sears, Target

100%

  Panorama Mall
Panorama, California
    1955/1979     2005     314,203     149,203     94.2 % Wal-Mart

100%

  Paradise Valley Mall
Phoenix, Arizona
    1979/2002     2009     1,146,037     365,908     89.1 % Costco, Dillard's, jcpenney, Macy's, Sears

100%

  Prescott Gateway
Prescott, Arizona
    2002/2002     2004     583,959     339,771     80.4 % Dillard's, jcpenney, Sears

51.3%

  Promenade at Casa Grande
Casa Grande, Arizona
    2007/—     2009     930,309     492,876     95.1 % Dillard's, jcpenney, Kohl's, Target

100%

  Rimrock Mall
Billings, Montana
    1978/1996     1999     597,688     289,786     87.4 % Dillard's (two), Herberger's, jcpenney

100%

  Rotterdam Square
Schenectady, New York
    1980/2005     1990     585,217     275,442     87.4 % K-Mart, Macy's, Sears

100%

  Salisbury, Centre at
Salisbury, Maryland
    1990/1995     2005     861,272     363,856     95.7 % Boscov's, jcpenney, Macy's, Sears

100%

  Santa Monica Place
Santa Monica, California
    1980/1999     2010     471,623     248,202     89.3 % Bloomingdale's, Nordstrom

84.9%

  SanTan Village Regional Center
Gilbert, Arizona
    2007/—     2009     979,184     641,933     96.9 % Dillard's, Macy's

100%

  Somersville Towne Center
Antioch, California
    1966/1986     2004     349,264     176,079     84.7 % Macy's, Sears

100%

  SouthPark Mall
Moline, Illinois
    1974/1998     1990     1,017,105     439,049     85.6 % Dillard's, jcpenney, Sears, Von Maur, Younkers

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Company's
Ownership(1)
  Name of
Center/Location(2)
  Year of
Original
Construction/
Acquisition
  Year of Most
Recent
Expansion/
Renovation
  Total
GLA(3)
  Mall and
Freestanding
GLA
  Percentage
of Mall and
Freestanding
GLA Leased
  Anchors

100%

  South Plains Mall
Lubbock, Texas
    1972/1998     1995     1,070,421     410,634     86.9 % Bealls, Dillard's (two), jcpenney, Sears

100%

  South Towne Center
Sandy, Utah
    1987/1997     1997     1,274,936     498,424     95.8 % Dillard's, Forever 21, jcpenney, Macy's, Target

100%

  Towne Mall
Elizabethtown, Kentucky
    1985/2005     1989     340,619     169,747     82.8 % Belk, jcpenney, Sears

100%

  Twenty Ninth Street(4)
Boulder, Colorado
    1963/1979     2007     832,711     541,057     92.4 % Home Depot, Macy's

100%

  Valley Mall
Harrisonburg, Virginia
    1978/1998     1992     464,200     191,212     86.7 % Belk, jcpenney, Target

100%

  Valley River Center(6)
Eugene, Oregon
    1969/2006     2007     912,121     336,057     93.3 % jcpenney, Macy's, Sports Authority

100%

  Victor Valley, Mall of
Victorville, California
    1986/2004     2006     544,728     270,879     97.1 % Forever 21, jcpenney, Sears, Macy's(7)

100%

  Vintage Faire Mall
Modesto, California
    1977/1996     2008     1,128,825     428,476     98.0 % Forever 21, jcpenney, Macy's (two), Sears

100%

  Westside Pavilion
Los Angeles, California
    1985/1998     2007     754,228     396,100     96.1 % Macy's, Nordstrom

100%

  Wilton Mall
Saratoga Springs, New York
    1990/2005     1998     689,588     454,288     94.6 % The Bon-Ton, jcpenney, Sears
                                 

  Total/Average Consolidated Centers           35,049,916     16,170,587     92.8 %  
                                 

UNCONSOLIDATED JOINT VENTURE CENTERS (VARIOUS PARTNERS):

                     

66.7%

  Arrowhead Towne Center
Glendale, Arizona
    1993/2002     2004     1,197,006     389,229     97.7 % Dick's Sporting Goods, Dillard's, Forever 21, jcpenney, Macy's, Sears

50%

  Biltmore Fashion Park
Phoenix, Arizona
    1963/2003     2006     525,537     220,537     81.1 % Macy's, Saks Fifth Avenue

50%

  Broadway Plaza(4)
Walnut Creek, California
    1951/1985     1994     777,714     215,670     99.3 % Macy's (two), Neiman Marcus(8), Nordstrom

51%

  Cascade Mall(9)
Burlington, Washington
    1989/1999     1998     586,386     262,150     88.1 % jcpenney, Macy's (two), Sears, Target

50.1%

  Corte Madera, Village at
Corte Madera, California
    1985/1998     2005     439,167     221,167     98.4 % Macy's, Nordstrom

25%

  FlatIron Crossing
Broomfield, Colorado
    2000/2002     2009     1,482,673     838,932     86.4 % Dick's Sporting Goods, Dillard's, Macy's, Nordstrom

50%

  Inland Center(4)(6)
San Bernardino, California
    1966/2004     2004     933,031     205,160     98.0 % Forever 21, Macy's, Sears

51%

  Kitsap Mall(9)
Silverdale, Washington
    1985/1999     1997     846,231     386,248     90.4 % jcpenney, Kohl's, Macy's, Sears

51%

  Lakewood Center(9)
Lakewood, California
    1953/1975     2008     2,051,832     986,485     90.9 % Costco, Forever 21, Home Depot, jcpenney, Macy's, Target

51%

  Los Cerritos Center(6)(9)
Cerritos, California
    1971/1999     2010     1,300,162     505,568     96.0 % Forever 21, Macy's, Nordstrom, Sears

50%

  North Bridge, The Shops at(4)
Chicago, Illinois
    1998/2008         679,175     419,175     83.5 % Nordstrom

50%

  NorthPark Center(4)
Dallas, Texas
    1965/2004     2005     1,946,178     893,858     94.7 % Barneys New York, Dillard's, Macy's, Neiman Marcus, Nordstrom

51%

  Queens Center(4)
Queens, New York
    1973/1995     2004     967,527     410,803     97.3 % jcpenney, Macy's

51%

  Redmond Town Center(4)(9)
Redmond, Washington
    1997/1999     2004     692,481     582,481     82.0 % Macy's

50%

  Ridgmar
Fort Worth, Texas
    1976/2005     2000     1,273,518     399,545     85.0 % Dillard's, jcpenney, Macy's, Neiman Marcus, Sears

50%

  Scottsdale Fashion Square
Scottsdale, Arizona
    1961/2002     2009     1,802,237     831,977     95.1 % Barneys New York, Dillard's, Macy's, Neiman Marcus, Nordstrom

51%

  Stonewood Center(4)(9)
Downey, California
    1953/1997     1991     931,384     357,624     96.3 % jcpenney, Kohl's, Macy's, Sears

66.7%

  Superstition Springs Center(4)
Mesa, Arizona
    1990/2002     2002     1,204,540     441,246     91.4 % Best Buy, Burlington Coat Factory, Dillard's, jcpenney, Macy's, Sears

50%

  Tysons Corner Center(4)
McLean, Virginia
    1968/2005     2005     1,985,179     1,096,937     98.9 % Bloomingdale's, L.L. Bean, Lord & Taylor, Macy's, Nordstrom

51%

  Washington Square(9)
Portland, Oregon
    1974/1999     2005     1,453,607     518,580     89.3 % Dick's Sporting Goods, jcpenney, Macy's, Nordstrom, Sears

19%

  West Acres
Fargo, North Dakota
    1972/1986     2001     977,057     424,502     100.0 % Herberger's, jcpenney, Macy's, Sears
                                 

  Total/Average Unconsolidated Joint
    Venture Centers (Various Partners)
    24,052,622     10,607,874     92.4 %  
                                 

  Total/Average before Community Centers           59,102,538     26,778,461     92.7 %  
                                 

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Table of Contents

Company's
Ownership(1)
  Name of
Center/Location(2)
  Year of
Original
Construction/
Acquisition
  Year of Most
Recent
Expansion/
Renovation
  Total
GLA(3)
  Mall and
Freestanding
GLA
  Percentage
of Mall and
Freestanding
GLA Leased
  Anchors

COMMUNIUTY / SPECIALTY CENTERS:

                           

100%

  Borgata, The(10)
Scottsdale, Arizona
    1981/2002     2006     93,693     93,693     81.2 %

50%

  Boulevard Shops(11)
Chandler, Arizona
    2001/2002     2004     184,816     184,816     97.1 %

75%

  Camelback Colonnade(6)(11)
Phoenix, Arizona
    1961/2002     1994     618,804     538,804     97.0 %

100%

  Carmel Plaza(10)
Carmel, California
    1974/1998     2006     111,945     111,945     93.1 %

50%

  Chandler Festival(11)
Chandler, Arizona
    2001/2002         500,426     365,229     81.6 % Lowe's

50%

  Chandler Gateway(11)
Chandler, Arizona
    2001/2002         259,535     128,484     97.8 % The Great Indoors

50%

  Chandler Village Center(11)
Chandler, Arizona
    2004/2002     2006     273,439     130,306     94.7 % Target

39.7%

  Estrella Falls, The Market at(11)
Goodyear, Arizona
    2009/—     2009     238,083     238,083     96.1 %

100%

  Flagstaff Mall, The Marketplace at(4)(10)
Flagstaff, Arizona
    2007/—         267,551     147,021     100.0 % Home Depot

100%

  Hilton Village(4)(10)
Scottsdale, Arizona
    1982/2002         79,814     79,814     90.9 %

50%

  Kierland Commons(11)
Scottsdale, Arizona
    1999/2005     2003     434,642     434,642     87.1 %

34.9%

  SanTan Village Power Center(11)
Gilbert, Arizona
    2004/—     2007     491,037     284,510     91.8 % Wal-Mart

100%

  Tucson La Encantada(10)
Tucson, Arizona
    2002/2002     2005     242,370     242,370     91.5 %
                                 

  Total/Average Community / Specialty Centers     3,796,155     2,979,717     91.9 %  
                                 

  Total before major development and redevelopment
    properties and other assets
    62,898,693     29,758,178     92.6 %  
                                 

MAJOR DEVELOPMENT AND REDEVELOPMENT PROPERTIES:

                     

50%

  Atlas Park, The Shops at
Queens, New York
    2006/2011         377,924     377,924       (12)

100%

  SouthRidge Mall(6)
Des Moines, Iowa
    1975/1998     1998     868,532     479,780       (12) Sears, Target, Younkers
                                   

  Total Major Development and Redevelopment Properties     1,246,456     857,704          
                                   

OTHER ASSETS:

                           

100%

  Various(10)(13)                 1,159,177     140,698     100.0 % Burlington Coat Factory, Cabela's, Forever 21, Kohl's

100%

  Hilton Village-Office(4)(10)
Scottsdale, Arizona
                17,142     17,142     23.9 %

100%

  Paradise Village Ground Leases(10)
Phoenix, Arizona
                57,904     57,904     89.2 %

100%

  Paradise Village Office Park II(10)
Phoenix, Arizona
                46,040     46,040     81.9 %

51%

  Redmond Town Center-Office(9)(11)
Redmond, Washington
                582,373     582,373     100.0 %

50%

  Scottsdale Fashion Square-Office(11)
Scottsdale, Arizona
                122,897     122,897     89.8 %

50%

  Tysons Corner Center-Office(4)(11)
McLean, Virginia
                166,289     166,289     73.7 %

30%

  Wilshire Boulevard(11)
Santa Monica, California
                40,000     40,000     100.0 %
                                   

  Total Other Assets           2,191,822     1,173,343          
                                   

  Grand Total at December 31, 2011           66,336,971     31,789,225          
                                   

(1)
The Company's ownership interest in this table reflects its legal ownership interest but may not reflect its economic interest since each joint venture has various agreements regarding cash flow, profits and losses, allocations, capital requirements, priorities on liquidation or sale and other matters.

(2)
With respect to 64 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company, or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company. With respect to the remaining 15 Centers, the underlying land controlled by the Company is owned by third parties and leased to the Company, the property partnership or the limited liability company pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, the property partnership or the limited liability company pays rent for the use of the land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company, the property partnership or the limited liability company has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2013 to 2132.

(3)
Includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2011.

(4)
Portions of the land on which the Center is situated are subject to one or more ground leases.

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Table of Contents

(5)
Target is scheduled to open a 98,000 square foot store at Capitola Mall in Summer 2012.

(6)
These properties have a vacant Anchor location. The Company is seeking various replacement tenants and/or contemplating redevelopment opportunities for these vacant sites.

(7)
Macy's is scheduled to open a 103,000 square foot store at Mall at Victor Valley in 2013. The Forever 21 at Mall of Victor Valley closed in January 2012.

(8)
Neiman Marcus is scheduled to open an 88,000 square foot store at Broadway Plaza in March 2012.

(9)
These properties are in an unconsolidated joint venture with Pacific Premier Retail LP.

(10)
Included in Consolidated Centers.

(11)
Included in Unconsolidated Joint Venture Centers.

(12)
Tenant spaces have been intentionally held off the market and remain vacant because of major development or redevelopment plans. As a result, the Company believes the percentage of mall and freestanding GLA leased at these major development and redevelopment properties is not meaningful data.

(13)
The Company owns a portfolio of 15 former Mervyn's stores located at shopping centers not owned by the Company. Of these 15 stores, five have been leased to Forever 21, one has been leased to Kohl's, one has been leased to Burlington Coat Factory, one has been leased to Cabela's, two have been leased for non-Anchor usage and the remaining five former Mervyn's locations are vacant. The Company is currently seeking replacement tenants for these vacant sites. With respect to ten of the 15 stores, the underlying land is owned in fee entirely by the Company. With respect to the remaining five stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases. Under the terms of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2018 to 2027.

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Table of Contents

Mortgage Debt

        The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. The information set forth below is as of December 31, 2011 (dollars in thousands):

Property Pledged as Collateral
  Fixed or
Floating
  Carrying
Amount(1)
  Interest
Rate(2)
  Annual
Debt
Service(3)
  Maturity
Date(4)
  Balance
Due on
Maturity
  Earliest Date
Notes Can Be
Defeased or
Be Prepaid

Consolidated Centers:

                                     

Chandler Fashion Center(5)

  Fixed   $ 155,489     5.50 % $ 12,516     11/1/12   $ 152,097   Any Time

Danbury Fair Mall(6)(7)

  Fixed     244,763     5.53 %   16,212     10/1/20     188,854   Any Time

Deptford Mall

  Fixed     172,500     5.41 %   9,338     1/15/13     172,500   Any Time

Deptford Mall

  Fixed     15,030     6.46 %   1,212     6/1/16     13,877   Any Time

Eastland Mall(8)

  Fixed     168,000     5.79 %   9,732     6/1/16     168,000   Any Time

Fashion Outlets of Niagara(9)

  Fixed     129,025     4.89 %   5,908     10/6/20     103,810   Any Time

Fiesta Mall

  Fixed     84,000     4.98 %   4,176     1/1/15     84,000   Any Time

Flagstaff Mall

  Fixed     37,000     5.03 %   1,860     11/1/15     37,000   Any Time

Freehold Raceway Mall(5)

  Fixed     232,900     4.20 %   9,788     1/1/18     216,258   1/1/14

Fresno Fashion Fair(7)

  Fixed     163,467     6.76 %   13,248     8/1/15     154,596   Any Time

Great Northern Mall

  Fixed     37,256     5.19 %   2,808     12/1/13     35,566   Any Time

Northgate, The Mall at(10)

  Floating     38,115     7.00 %   2,668     1/1/15     38,115   Any Time

Oaks, The(11)

  Floating     257,264     2.26 %   5,820     7/10/13     257,264   Any Time

Paradise Valley Mall(12)

  Floating     84,000     6.30 %   5,292     8/31/14     82,000   Any Time

Prescott Gateway(13)

  Fixed     60,000     5.86 %   3,516     12/1/11     60,000   Any Time

Promenade at Casa Grande(14)

  Floating     76,598     5.21 %   3,989     12/30/13     76,598   Any Time

Salisbury, Center at

  Fixed     115,000     5.83 %   6,708     5/1/16     115,000   Any Time

SanTan Village Regional Center(15)

  Floating     138,087     2.69 %   3,720     6/13/13     138,087   Any Time

South Plains Mall

  Fixed     102,760     6.55 %   7,776     4/11/15     97,824   3/31/12

South Towne Center

  Fixed     86,525     6.39 %   6,648     11/5/15     81,162   Any Time

Towne Mall

  Fixed     12,801     4.99 %   1,206     11/1/12     12,316   Any Time

Tucson La Encantada(16)

  Fixed     75,315     5.84 %   4,398     6/1/12     74,931   Any Time

Twenty Ninth Street(17)

  Floating     107,000     3.12 %   3,338     1/18/16     102,776   1/18/12

Valley Mall(18)

  Fixed     43,543     5.85 %   2,544     6/1/16     40,169   Any Time

Valley River Center

  Fixed     120,000     5.59 %   6,708     2/1/16     120,000   Any Time

Valley View Center(19)

  Fixed     125,000     5.72 %   7,152     1/1/11     125,000   Any Time

Victor Valley, Mall of(20)

  Floating     97,000     2.13 %   2,064     5/6/13     97,000   Any Time

Vintage Faire Mall(21)

  Floating     135,000     3.56 %   4,812     4/27/15     130,252   4/27/12

Westside Pavilion(22)

  Floating     175,000     2.53 %   4,428     6/5/13     175,000   Any Time

Wilton Mall(23)

  Floating     40,000     1.28 %   516     8/1/13     40,000   Any Time
                                     

      $ 3,328,438                            
                                     

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Table of Contents

Property Pledged as Collateral
  Fixed or
Floating
  Carrying
Amount(1)
  Interest
Rate(2)
  Annual
Debt
Service(3)
  Maturity
Date(4)
  Balance
Due on
Maturity
  Earliest Date
Notes Can Be
Defeased or
Be Prepaid

Unconsolidated Joint Venture Centers (at Company's Pro Rata Share):

                                     

Arrowhead Towne Center (66.7%)(24)(25)

  Fixed   $ 152,910     4.30 % $ 9,052     10/5/18   $ 132,991   Any Time

Biltmore Fashion Park (50%)

  Fixed     29,510     8.25 %   2,642     10/1/14     28,758   4/1/12

Boulevard Shops (50%)(26)

  Floating     10,520     3.35 %   501     12/16/13     10,122   Any Time

Broadway Plaza (50%)(27)

  Fixed     71,766     6.12 %   5,460     8/15/15     67,443   Any Time

Camelback Colonnade (75%)

  Fixed     35,250     4.82 %   1,606     10/12/15     35,250   10/12/13

Chandler Festival (50%)

  Fixed     14,836     6.39 %   1,086     11/1/15     14,145   Any Time

Chandler Gateway (50%)

  Fixed     9,441     6.37 %   691     11/1/15     9,002   Any Time

Chandler Village Center (50%)(28)

  Floating     8,750     3.01 %   220     3/1/16     8,750   Any Time

Corte Madera, The Village at (50.1%)

  Fixed     39,231     7.27 %   3,265     11/1/16     36,696   11/1/12

FlatIron Crossing (25%)

  Fixed     43,156     5.26 %   3,306     12/1/13     41,047   Any Time

Inland Center (50%)(29)

  Floating     25,000     3.52 %   819     4/1/16     25,000   Any Time

Kierland Greenway (50%)(30)

  Fixed     28,722     6.02 %   2,336     1/1/13     27,916   Any Time

Kierland Main Street (50%)(30)

  Fixed     7,291     4.99 %   502     1/2/13     7,156   Any Time

Lakewood Center (51%)

  Fixed     127,500     5.43 %   6,899     6/1/15     127,500   Any Time

Los Cerritos Center (51%)(31)(7)

  Fixed     101,456     4.50 %   6,173     7/1/18     89,057   Any Time

Market at Estrella Falls (39.7%)(32)

  Floating     13,309     3.26 %   406     6/1/15     13,309   Any Time

North Bridge, The Shops at (50%)(27)

  Fixed     99,999     7.52 %   8,601     6/15/16     94,258   Any Time

NorthPark Center (50%)(33)

  Fixed     126,657     6.70 %   10,405     5/10/12     125,847   Any Time

NorthPark Land (50%)

  Fixed     37,831     8.33 %   3,860     5/10/12     37,593   Any Time

Pacific Premier Retail Trust (51%)(34)

  Floating     58,650     5.16 %   2,282     11/3/13     58,650   Any Time

Queens Center (51%)(7)

  Fixed     165,613     7.30 %   15,616     3/1/13     161,280   Any Time

Redmond Office (51%)(27)

  Fixed     29,673     7.52 %   3,057     5/15/14     27,561   Any Time

Ridgmar (50%)

  Fixed     28,373     7.82 %   1,723     4/11/12     28,373   Any Time

SanTan Village Power Center (34.9%)

  Fixed     15,705     5.33 %   837     6/1/12     15,705   Any Time

Scottsdale Fashion Square (50%)

  Fixed     275,000     5.66 %   15,565     7/8/13     275,000   Any Time

Stonewood Center (51%)

  Fixed     56,870     4.67 %   3,918     11/1/17     48,180   12/1/13

Superstition Springs Center (66.7%)(24)(35)

  Floating     45,000     2.88 %   1,157     10/28/16     45,000   Any Time

Tysons Corner Center (50%)

  Fixed     155,269     4.78 %   11,232     2/17/14     146,711   Any Time

Washington Square (51%)

  Fixed     122,658     6.04 %   9,173     1/1/16     114,282   Any Time

West Acres (19%)

  Fixed     11,980     6.41 %   203     10/1/16     10,315   Any Time

Wilshire Building (30%)

  Fixed     1,731     6.35 %   153     1/1/33       Any Time
                                     

      $ 1,949,657                            
                                     

(1)
The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions. The debt premiums (discounts) are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

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Table of Contents


The debt premiums (discounts) as of December 31, 2011 consisted of the following (dollars in thousands):


Consolidated Centers

Property Pledged as Collateral
   
 

Deptford Mall

  $ (25 )

Fashion Outlets of Niagara

    8,198  

Great Northern Mall

    (55 )

Towne Mall

    88  

Valley Mall

    (365 )
       

  $ 7,841  
       

Unconsolidated Joint Venture Centers (at Company's Pro Rata Share)

Property Pledged as Collateral
   
 

Kierland Greenway

    151  

Tysons Corner Center

    1,264  

Wilshire Building

    (110 )
       

  $ 1,305  
       
(2)
The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts), deferred finance costs and notional amounts covered by interest rate swap agreements.

(3)
The annual debt service represents the annual payment of principal and interest.

(4)
The maturity date assumes that all extension options are fully exercised and that the Company and/or its affiliates do not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5)
A 49.9% interest in the loan was assumed by a third party in connection with a co-venture arrangement with that unrelated party.

(6)
On February 23, 2011 and November 28, 2011, the Company exercised options to borrow an additional $20,000 and $10,000, respectively.

(7)
Northwestern Mutual Life ("NML") is the lender for 50% of the loan. NML is considered a related party as it is a joint venture partner with the Company in Broadway Plaza.

(8)
On December 31, 2011, the Company acquired Eastland Mall as part of the SDG Transaction (See "Item 1. Business—Recent Developments—Acquisitions"). In connection with the transaction, the Company assumed the loan on the property with a fair value of $168,000 that bears interest at an effective rate of 5.79% and matures on June 1, 2016.

(9)
On July 22, 2011, the Company purchased the Fashion Outlets of Niagara (See "Item 1. Business—Recent Developments—Acquisitions"). In connection with the acquisition, the Company assumed the loan on the property with a fair value of $130,005 that bears interest at an effective rate of 4.89% and matures on October 6, 2020.

(10)
The loan bears interest at LIBOR plus 4.50% with a total interest rate floor of 6.0% and matures on January 1, 2013, with two one-year extension options. The loan also includes options for additional borrowings of up to $20,000 depending on certain conditions.

(11)
The loan bears interest at LIBOR plus 1.75% and matures on July 10, 2012 with an additional one-year extension option.

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Table of Contents

(12)
The loan bears interest at LIBOR plus 4.0% with a total interest rate floor of 5.50% and matures on August 31, 2012 with two one-year extension options.

(13)
As of December 1, 2011, the loan has been in maturity default. The Company is negotiating with the lender and the outcome is uncertain at this time. The loan is nonrecourse to the Company.

(14)
The loan bears interest at LIBOR plus 4.0% with a LIBOR rate floor of 0.50% and matures on December 30, 2013.

(15)
The loan bears interest at LIBOR plus 2.10% and matures on June 13, 2012, with a one-year extension option.

(16)
On February 1, 2012, the Company replaced the existing loan on the property with a new $75,135 loan that bears interest at 4.22% and matures on March 1, 2022. NML is the lender on the existing loan.

(17)
On January 18, 2011, the Company replaced the existing loan on the property with a new $107,000 loan that bears interest at LIBOR plus 2.63% and matures on January 18, 2016.

(18)
On December 31, 2011, the Company acquired Valley Mall as part of the SDG Transaction (See "Item 1. Business—Recent Developments—Acquisitions"). In connection with the transaction, the Company assumed the loan on the property with a fair value of $43,543 that bears interest at an effective rate of 5.85% and matures on June 1, 2016.

(19)
On July 15, 2010, a court appointed receiver assumed operational control and managerial responsibility for Valley View Center. The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and is expected to be completed in the near future. Although the Company is no longer funding any cash shortfall, it will continue to record the operations of the property until the title for the Center is transferred and its obligation for the loan is discharged. Once title to the Center is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets. The loan is non-recourse to the Company.

(20)
The loan bears interest at LIBOR plus 1.60% and matures on May 6, 2012 with a one-year extension option.

(21)
The loan bears interest at LIBOR plus 3.0% and matures on April 27, 2015.

(22)
The loan bears interest at LIBOR plus 2.00% and matures on June 5, 2012 with a one-year extension option. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 5.50% over the loan term.

(23)
The loan bears interest at LIBOR plus 0.675% and matures on August 1, 2013. As additional collateral for the loan, the Company is required to maintain a deposit of $40,000 with the lender. The interest on the deposit is not restricted.

(24)
On June 3, 2011, the Company acquired an additional 33.3% ownership interest in the Center (See "Item 1. Business—Recent Developments—Acquisitions").

(25)
On September 29, 2011, the Company's joint venture in Arrowhead Towne Center replaced the existing loan on the property with a new $230,000 loan that bears interest at 4.30% and matures on October 5, 2018.

(26)
The loan bears interest at LIBOR plus 2.75% and matures on December 16, 2013.

(27)
NML is the lender on the loan.

(28)
On April 26, 2011, the joint venture replaced the existing loan with a new $17,500 loan that bears interest at LIBOR plus 2.25% and matures on March 1, 2014 with two one-year extension options.

(29)
On March 10, 2011, the Company's joint venture in Inland Center replaced the existing loan on the property with a new $50,000 loan that bears interest at LIBOR plus 3.0% and matures on April 1, 2016.

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(30)
On February 24, 2011, the Company's joint venture in Kierland Commons acquired the ownership interest of another partner in the joint venture, which effectively increased the Company's pro rata ownership interest in the joint venture from 24.5% to 50% (See "Item 1. Business—Recent Developments—Acquisitions").

(31)
On July 1, 2011, the Company's joint venture in Los Cerritos Center replaced the existing loan with a new $200,000 loan that bears interest at 4.50% and matures on July 1, 2018.

(32)
On May 26, 2011, the loan was modified to bear interest at LIBOR plus 2.75% and mature on June 1, 2015.

(33)
Contingent interest, as defined in the loan agreement, is due upon the occurrence of certain capital events and is equal to 15% of the proceeds less a base amount.

(34)
The credit facility bears interest at LIBOR plus 3.50%, matures on November 3, 2012, with a one-year extension option, and is cross-collateralized by Cascade Mall, Kitsap Mall and Redmond Town Center.

(35)
On October 28, 2011, the Company's joint venture in Superstition Springs Center replaced the existing loan with a new $67,500 loan that bears interest at LIBOR plus 2.30% and matures on October 28, 2016.

ITEM 3.    LEGAL PROCEEDINGS

        None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings.

ITEM 4.    MINE SAFETY DISCLOSURES

        Not applicable.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". The common stock began trading on March 10, 1994 at a price of $19 per share. In 2011, the Company's shares traded at a high of $56.50 and a low of $38.64.

        As of February 16, 2012, there were approximately 613 stockholders of record. The following table shows high and low sales prices per share of common stock during each quarter in 2011 and 2010 and dividends/distributions per share of common stock declared and paid by quarter:

 
  Market Quotation
Per Share
   
 
 
  Dividends/
Distributions
Declared/Paid
 
Quarter Ended
  High   Low  

March 31, 2011

  $ 50.80   $ 45.69   $ 0.50  

June 30, 2011

    54.65     47.32     0.50  

September 30, 2011

    56.50     41.96     0.50  

December 31, 2011

    51.30     38.64     0.55  

March 31, 2010

   
41.34
   
29.30
   
0.60

(1)

June 30, 2010

    47.19     35.82     0.50  

September 30, 2010

    45.63     35.50     0.50  

December 31, 2010

    49.86     42.66     0.50  

(1)
The dividend was paid 10% in cash and 90% in shares of common stock in accordance with stockholder elections (subject to proration).

        To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. During the first quarter of 2010, the Company paid its quarterly dividends in a combination of cash and shares of common stock, with the cash limited to 10% of the total dividend. Paying all or a portion of the dividend in a combination of cash and common stock allowed the Company to satisfy its REIT taxable income distribution requirement under applicable requirements of the Code, while enhancing the Company's financial flexibility and balance sheet strength. The decision to declare and pay dividends on common stock in the future, as well as the timing, amount and composition of future dividends, will be determined in the sole discretion of the Company's board of directors and will depend on actual and projected cash flow, financial condition, funds from operations, earnings, capital requirements, annual REIT distribution requirements, contractual prohibitions or other restrictions, applicable law and such other factors as the board of directors deems relevant. For example, under the Company's existing financing arrangements, the Company may pay cash dividends and make other distributions based on a formula derived from funds from operations (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations and Adjusted Funds From Operations") and only if no default under the financing agreements has occurred, unless, under certain circumstances, payment of the distribution is necessary to enable the Company to continue to qualify as a REIT under the Code.

Stock Performance Graph

        The following graph provides a comparison, from December 31, 2001 through December 31, 2011, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poor's ("S&P") 500 Index, the S&P Midcap 400 Index and the FTSE NAREIT Equity REITs Index, an industry index of publicly-traded REITs (including the

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Company). The Company is providing the S&P Midcap 400 Index since it is a company within such index.

        The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the beginning of the period.

        Upon written request directed to the Secretary of the Company, the Company will provide any stockholder with a list of the REITs included in the FTSE NAREIT Equity REITs Index. The historical information set forth below is not necessarily indicative of future performance. Data for the FTSE NAREIT Equity REITs Index, the S&P 500 Index and the S&P Midcap 400 Index was provided to the Company by Research Data Group, Inc.

GRAPHIC

        Copyright© 2012 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

 
  12/31/01   12/31/02   12/31/03   12/31/04   12/31/05   12/31/06   12/31/07   12/31/08   12/31/09   12/31/10   12/31/11  

The Macerich Company

    100.00     124.65     192.44     285.56     318.32     426.25     361.92     99.61     227.90     317.20     352.91  

S&P 500 Index

    100.00     77.90     100.24     111.15     116.61     135.03     142.45     89.75     113.50     130.59     133.35  

S&P Midcap 400 Index

    100.00     85.49     115.94     135.05     152.00     167.69     181.07     115.47     158.63     200.88     197.40  

FTSE NAREIT Equity REITs Index

    100.00     103.82     142.37     187.33     210.12     283.78     239.25     148.99     190.69     244.01     264.25  

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ITEM 6.    SELECTED FINANCIAL DATA

        The following sets forth selected financial data for the Company on a historical basis. The following data should be read in conjunction with the consolidated financial statements (and the notes thereto) of the Company and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included elsewhere in this Form 10-K. All amounts are in thousands except per share data.

 
  Years Ended December 31,  
 
  2011   2010   2009   2008   2007  

OPERATING DATA:

                               

Revenues:

                               

Minimum rents(1)

  $ 446,308   $ 413,702   $ 466,460   $ 517,888   $ 459,947  

Percentage rents

    20,172     17,881     16,109     18,657     25,411  

Tenant recoveries

    250,226     238,415     240,134     256,244     236,859  

Management Companies

    40,404     42,895     40,757     40,716     39,752  

Other

    34,140     30,500     29,588     30,012     26,781  
                       

Total revenues

    791,250     743,393     793,048     863,517     788,750  

Shopping center and operating expenses

    255,817     237,182     248,827     271,670     245,276  

Management Companies' operating expenses

    86,587     90,414     79,305     77,072     73,761  

REIT general and administrative expenses

    21,113     20,703     25,933     16,520     16,600  

Depreciation and amortization

    265,331     240,081     255,231     256,269     205,331  

Interest expense

    195,285     210,163     264,275     292,873     258,957  

Loss (gain) on early extinguishment of debt, net(2)

    10,588     (3,661 )   (29,161 )   (84,143 )   877  
                       

Total expenses

    834,721     794,882     844,410     830,261     800,802  

Equity in income of unconsolidated joint ventures(3)

    294,677     79,529     68,160     93,831     81,458  

Co-venture expense(4)

    (5,806 )   (6,193 )   (2,262 )        

Income tax benefit (provision)(5)

    6,110     9,202     4,761     (1,126 )   470  

(Loss) gain on remeasurement, sale or write down of assets

    (42,279 )   497     161,937     (29,272 )   12,146  
                       

Income from continuing operations

    209,231     31,546     181,234     96,689     82,022  

Discontinued operations:(6)

                               

(Loss) gain on disposition of assets, net

    (37,988 )   (23 )   (40,171 )   97,986     (2,376 )

(Loss) income from discontinued operations

    (2,168 )   (3,103 )   (1,813 )   340     26,416  
                       

Total (loss) income from discontinued operations

    (40,156 )   (3,126 )   (41,984 )   98,326     24,040  
                       

Net income

    169,075     28,420     139,250     195,015     106,062  

Less net income attributable to noncontrolling interests

    12,209     3,230     18,508     28,966     29,827  
                       

Net income attributable to the Company

    156,866     25,190     120,742     166,049     76,235  

Less preferred dividends

                4,124     10,058  

Less adjustment to redemption value of redeemable noncontrolling interests

                    2,046  
                       

Net income available to common stockholders

  $ 156,866   $ 25,190   $ 120,742   $ 161,925   $ 64,131  
                       

Earnings per common share ("EPS") attributable to the Company—basic:

                               

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90   $ 1.04   $ 0.81  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )   1.13     0.07  
                       

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45   $ 2.17   $ 0.88  
                       

EPS attributable to the Company—diluted:(7)(8)

                               

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90   $ 1.04   $ 0.81  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )   1.13     0.07  
                       

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45   $ 2.17   $ 0.88  
                       

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  As of December 31,  
 
  2011   2010   2009   2008   2007  

BALANCE SHEET DATA:

                               

Investment in real estate (before accumulated depreciation)

  $ 7,489,735   $ 6,908,507   $ 6,697,259   $ 7,355,703   $ 7,078,802  

Total assets

  $ 7,938,549   $ 7,645,010   $ 7,252,471   $ 8,090,435   $ 7,937,097  

Total mortgage and notes payable

  $ 4,206,074   $ 3,892,070   $ 4,531,634   $ 5,940,418   $ 5,703,180  

Redeemable noncontrolling interests(9)

  $   $ 11,366   $ 20,591   $ 23,327   $ 322,619  

Series A preferred stock(10)

  $   $   $   $   $ 83,495  

Equity(11)

  $ 3,164,651   $ 3,187,996   $ 2,128,466   $ 1,641,884   $ 1,434,701  

OTHER DATA:

                               

Funds from operations ("FFO")—diluted(12)

  $ 399,559   $ 351,308   $ 380,043   $ 489,054   $ 396,556  

Cash flows provided by (used in):

                               

Operating activities

  $ 237,285   $ 200,435   $ 120,890   $ 251,947   $ 326,070  

Investing activities

  $ (212,086 ) $ (142,172 ) $ 302,356   $ (558,956 ) $ (865,283 )

Financing activities

  $ (403,596 ) $ 294,127   $ (396,520 ) $ 288,265   $ 355,051  

Number of Centers at year end

    79     84     86     92     94  

Regional Shopping Centers portfolio occupancy(13)

    92.7 %   93.1 %   91.3 %   92.3 %   93.1 %

Regional Shopping Centers portfolio sales per square foot(14)

  $ 489   $ 433   $ 407   $ 441   $ 467  

Weighted average number of shares outstanding—EPS basic

    131,628     120,346     81,226     74,319     71,768  

Weighted average number of shares outstanding—EPS diluted(8)(9)

    131,628     120,346     81,226     86,794     84,760  

Distributions declared per common share

  $ 2.05   $ 2.10   $ 2.60   $ 3.20   $ 2.93  

(1)
Included in minimum rents is amortization of above and below-market leases of $9.7 million, $7.3 million, $9.4 million, $22.5 million and $10.3 million for the years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively.

(2)
The Company repurchased $180.3 million, $18.5 million, $89.1 million and $222.8 million of its Senior Notes during the years ended December 31, 2011, 2010, 2009 and 2008, respectively, that resulted in (loss) gain of ($1.4) million, ($0.5) million, $29.8 million and $84.1 million on the early extinguishment of debt for the years ended December 31, 2011, 2010, 2009 and 2008, respectively. The loss on early extinguishment of debt for the year ended December 31, 2011 also includes a $9.2 million loss on the early extinguishment of a mortgage note payable. The loss on early extinguishment of debt for the year ended December 31, 2010 was offset by a gain of $4.2 million on the early extinguishment of a mortgage note payable. The gain on early extinguishment of debt for the year ended December 31, 2009 was offset in part by a loss of $0.6 million on the early extinguishment of a term loan.

(3)
On July 30, 2009, the Company sold a 49% ownership interest in Queens Center to a third party for approximately $152.7 million, resulting in a gain on sale of assets of $154.2 million. The Company used the proceeds from the sale of the ownership interest in the property to pay down the term loan and for general corporate purposes. As of the date of the sale, the Company has accounted for the operations of Queens Center under the equity method of accounting.

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On September 3, 2009, the Company formed a joint venture with a third party, whereby the Company sold a 75% interest in FlatIron Crossing and received approximately $123.8 million in cash proceeds for the overall transaction. The Company used the proceeds from the sale of the ownership interest in the property to pay down the term loan and for general corporate purposes. As part of this transaction, the Company issued three warrants for an aggregate of approximately 1.3 million shares of common stock of the Company. (See Note 15—Stockholders' Equity in the Company's Notes to the Consolidated Financial Statements). As of the date of the sale, the Company has accounted for the operations of FlatIron Crossing under the equity method of accounting.


On February 24, 2011, the Company's joint venture in Kierland Commons acquired the ownership interest of another partner in the joint venture for $105.6 million. The Company's share of the purchase price consisted of a cash payment of $34.2 million and the assumption of a pro rata share of debt of $18.6 million. As a result of the acquisition, the Company's ownership interest in Kierland Commons increased from 24.5% to 50%. The joint venture recognized a remeasurement gain of $25.0 million on the acquisition based on the difference of the fair value received and its previously held investment in Kierland Commons. The Company's pro rata share of the gain recognized was $12.5 million.


On February 28, 2011, the Company in a 50/50 joint venture, acquired The Shops at Atlas Park for a total purchase price of $53.8 million. The Company's share of the purchase price was $26.9 million.


On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall that it did not own for $27.6 million. The purchase price was funded by a cash payment of $1.9 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25.7 million. Prior to the acquisition, the Company had accounted for its investment in Desert Sky Mall under the equity method. As of the date of acquisition, the Company has included Desert Sky Mall in its consolidated financial statements.


On April 1, 2011, the Company's joint venture in SDG Macerich Properties, L.P. ("SDG Macerich") conveyed Granite Run Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of gain on the early extinguishment of debt was $7.8 million.


On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia. These wholly-owned assets were recorded at fair value at the date of transfer, which resulted in a gain of $188.3 million. The gain reflected the fair value of the net assets received in excess of the book value of the Company's interest in SDG Macerich.

(4)
On September 30, 2009, the Company formed a joint venture with a third party, whereby the third party acquired a 49.9% interest in Freehold Raceway Mall and Chandler Fashion Center. The Company received approximately $174.6 million in cash proceeds for the overall transaction. The Company used the proceeds from this transaction to pay down the Company's line of credit and for general corporate purposes. As part of this transaction, the Company issued a warrant for an aggregate of approximately 0.9 million shares of common stock of the Company. (See Note 15—Stockholders' Equity in the Notes to the Company's Consolidated Financial Statements). The transaction was accounted for as a profit-sharing arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation

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(5)
The Company's taxable REIT subsidiaries are subject to corporate level income taxes (See Note 23—Income Taxes in the Company's Notes to the Consolidated Financial Statements).

(6)
Discontinued operations include the following:


On January 1, 2008, MACWH, LP, a subsidiary of the Operating Partnership, at the election of the holders, redeemed the 3.4 million participating convertible preferred units ("PCPUs") in exchange for the 16.32% noncontrolling interest in Danbury Fair Mall, Freehold Raceway Mall, Great Northern Mall, Rotterdam Square, Shoppingtown Mall, Towne Mall, Tysons Corner Center and Wilton Mall (collectively referred to as the "Non-Rochester Properties") in exchange for the Company's ownership interest in Eastview Commons, Eastview Mall, Greece Ridge Center, Marketplace Mall and Pittsford Plaza, collectively referred to as the "Rochester Properties." This transaction is referred to herein as the Rochester Redemption. As a result of the Rochester Redemption, the Company recognized a gain of $99.1 million on the exchange.


The Company sold the fee simple and/or ground leasehold interests in three former Mervyn's stores to Pacific Premier Retail LP, one of its joint ventures, on December 19, 2008, and the results for the period of January 1, 2008 to December 19, 2008 and for the year ended December 31, 2007 have been classified as discontinued operations. The sale of these interests resulted in a gain on sale of assets of $1.5 million.


In June 2009, the Company recorded an impairment charge of $26.0 million related to the fee and/or ground leasehold interests in five former Mervyn's stores due to the anticipated loss on the sale of these properties in July 2009. The Company subsequently sold the properties in July 2009 for $52.7 million in total proceeds, resulting in an additional $0.5 million loss related to transaction costs. The Company used the proceeds from the sales to pay down the Company's term loan and for general corporate purposes.


In June 2009, the Company recorded an impairment charge of $1.0 million related to the anticipated loss on the sale of Village Center, a 170,801 square foot urban village property, in July 2009. The Company subsequently sold the property on July 14, 2009 for $11.9 million in total proceeds, resulting in a gain of $0.1 million related to a change in estimate in transaction costs. The Company used the proceeds from the sale to pay down the term loan and for general corporate purposes.


On September 29, 2009, the Company sold a leasehold interest in a former Mervyn's store for $4.5 million, resulting in a gain on sale of $4.1 million. The Company used the proceeds from the sale to pay down the Company's line of credit and for general corporate purposes.


During the fourth quarter of 2009, the Company sold five non-core community centers for $71.3 million, resulting in an aggregate loss on sales of $16.9 million. The Company used the proceeds from these sales to pay down the Company's line of credit and for general corporate purposes.


On March 4, 2011, the Company sold a former Mervyn's store in Santa Fe, New Mexico for $3.7 million, resulting in a loss of $1.9 million. The proceeds from the sale were used for general corporate purposes.


In June 2011, the Company recorded an impairment charge of $35.7 million related to Shoppingtown Mall. As a result of the maturity default on the mortgage note payable (See Note 10—Mortgage Notes Payable to the Company's Consolidated Financial Statements) and the corresponding reduction of the expected holding period, the Company wrote down the carrying value of the long-lived assets to its estimated fair value of $39.0 million. On December 30, 2011,

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On October 14, 2011, the Company sold a former Mervyn's store in Salt Lake City, Utah for $8.1 million, resulting in a gain of $3.8 million. The proceeds from the sale were used for general corporate purposes.


On November 30, 2011, the Company sold a former Mervyn's store in West Valley City, Utah for $2.3 million, resulting in a loss of $0.2 million. The proceeds from the sale were used for general corporate purposes.


The Company has classified the results of operations and gain or loss on sale for all of the above dispositions during the year ended December 31, 2011 as discontinued operations for the years ended December 31, 2011, 2010, 2009, 2008 and 2007.

(7)
Assumes the conversion of Operating Partnership units to the extent they are dilutive to the EPS computation. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the EPS computation.

(8)
Includes the dilutive effect, if any, of share and unit-based compensation plans and the Senior Notes calculated using the treasury stock method and the dilutive effect, if any, of all other dilutive securities calculated using the "if converted" method.

(9)
Redeemable noncontrolling interests include the PCPUs and other redeemable equity interests not included within equity.

(10)
The holder of the Series A Preferred Stock converted approximately 0.6 million, 0.7 million, 1.3 million and 1.0 million shares to common shares on October 18, 2007, May 6, 2008, May 8, 2008 and September 17, 2008, respectively. As of December 31, 2008, there was no Series A Preferred Stock outstanding.

(11)
Equity includes the noncontrolling interests in the Operating Partnership, nonredeemable noncontrolling interests in consolidated joint ventures and common and non-participating preferred units of MACWH, L.P.

(12)
The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles ("GAAP") measures. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. The Company also adjusts FFO for the noncontrolling interest due to redemption value on the Rochester Properties.


Adjusted FFO ("AFFO") excludes the negative FFO impact of Shoppingtown Mall and Valley View Center for the year ended December 31, 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure and Valley View Center is in receivership.


FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. In addition, consistent

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FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP, and are not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO and AFFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.


NAREIT recently clarified that under its definition of FFO, impairment write-downs of real estate should be added back to net income. Beginning with the year ended December 31, 2011, the Company has revised its definition of FFO to add back impairment write-downs of real estate to its net income. Accordingly, the Company removed the adjustment for impairment write-downs of $35.9 million and $27.5 million, as previously reported during the years ended December 31, 2009 and 2008, respectively. There was no impairment write-downs of real estate during the years ended December 31, 2010 and 2007.


Management compensates for the limitations of FFO and AFFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and AFFO and a reconciliation of FFO and AFFO and FFO and AFFO-diluted to net income available to common stockholders. Management believes that to further understand the Company's performance, FFO and AFFO should be compared with the Company's reported net income and considered in addition to cash flows in accordance with GAAP, as presented in the Company's Consolidated Financial Statements. For disclosure of net income, the most directly comparable GAAP financial measure, for the periods presented and a reconciliation of FFO and AFFO and FFO and AFFO—diluted to net income, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations and Adjusted Funds From Operations."


The computation of FFO and AFFO—diluted includes the effect of share and unit-based compensation plans and the Senior Notes calculated using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units and all other securities to the extent that they are dilutive to the FFO and AFFO—diluted computation. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. The Preferred Stock was convertible on a one-for-one basis for common stock and was fully converted as of December 31, 2008.

(13)
Occupancy for the years ended December 31, 2011 and 2010 excludes Valley View Center because the Center is under the control of a court appointed receiver.

(14)
Sales are based on reports by retailers leasing Mall Stores and Freestanding Stores for the trailing 12 months for tenants which have occupied such stores for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under for Regional Shopping Centers. Year ended 2007 sales per square foot were $467 after giving effect to the Rochester Redemption and including The Shops at North Bridge. Valley View Center is excluded from the years ended 2011 and 2010 sales per square foot because the Center is under the control of a court appointed receiver.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Overview and Summary

        The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2011, the Operating Partnership owned or had an ownership interest in 65 regional shopping centers and 14 community shopping centers totaling approximately 66 million square feet of GLA. These 79 regional and community shopping centers are referred to hereinafter as the "Centers," unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies.

        The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2011, 2010 and 2009. It compares the results of operations and cash flows for the year ended December 31, 2011 to the results of operations and cash flows for the year ended December 31, 2010. Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2010 to the results of operations and cash flows for the year ended December 31, 2009. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

        The financial statements reflect the following acquisitions, dispositions and changes in ownership subsequent to the occurrence of each transaction.

        In June 2009, the Company recorded an impairment charge of $1.0 million related to the anticipated loss on the sale of Village Center, a 170,801 square foot urban village property, in July 2009. The Company subsequently sold the property on July 14, 2009 for $11.9 million in total proceeds, resulting in a gain of $0.1 million related to a change in estimate in transaction costs. The Company used the proceeds from the sale to pay down the term loan and for general corporate purposes.

        On July 30, 2009, the Company sold a 49% ownership interest in Queens Center to a third party for approximately $152.7 million, resulting in a gain on sale of assets of $154.2 million. The Company used the proceeds from the sale of the ownership interest in the property to pay down the Company's term loan and for general corporate purposes. As of the date of the sale, the Company has accounted for the operations of Queens Center under the equity method of accounting.

        On September 3, 2009, the Company formed a joint venture with a third party whereby the Company sold a 75% interest in FlatIron Crossing. As part of this transaction, the Company issued three warrants for an aggregate of 1,250,000 shares of common stock of the Company (See Note 15—Stockholders' Equity in the Notes to Company's Consolidated Financial Statements.) The Company received $123.8 million in cash proceeds for the overall transaction, of which $8.1 million was attributed to the warrants. The proceeds attributable to the interest sold exceeded the Company's carrying value in the interest sold by $28.7 million. However, due to certain contractual rights afforded to the buyer of the interest in FlatIron Crossing, the Company has only recognized a gain on sale of $2.5 million. The Company used the proceeds from the sale of the ownership interest to pay down the term loan and for general corporate purposes. As of the date of the sale, the Company has accounted for the operations of FlatIron Crossing under the equity method of accounting.

        Queens Center and FlatIron Crossing are referred to herein as the "Joint Venture Centers."

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        During the fourth quarter of 2009, the Company sold five non-core community centers for $71.3 million, resulting in an aggregate loss on sales of $16.9 million. The Company used the proceeds from these sales to pay down the Company's line of credit and for general corporate purposes.

        On February 24, 2011, the Company increased its ownership interest in Kierland Commons, a 434,642 square foot community center in Scottsdale, Arizona, from 24.5% to 50%. The Company's share of the purchase price for this transaction was $34.2 million in cash and the assumption of $18.6 million of existing debt.

        On February 28, 2011, the Company, in a 50/50 joint venture, acquired The Shops at Atlas Park, a 377,924 square foot community center in Queens, New York, for a total purchase price of $53.8 million. The Company's share of the purchase price was $26.9 million and was funded from the Company's cash on hand.

        On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall, an 893,863 square foot regional shopping center in Phoenix, Arizona, that it did not own. The total purchase price was $27.6 million, which included the assumption of the third party's pro rata share of the mortgage note payable on the property of $25.7 million. Concurrent with the purchase of the partnership interest, the Company paid off the $51.5 million loan on the property.

        On April 29, 2011, the Company purchased a fee interest in a freestanding Kohl's store at Capitola Mall in Capitola, California for $28.5 million. The purchase price was paid from cash on hand.

        On June 3, 2011, the Company acquired an additional 33.3% ownership interest in Arrowhead Towne Center, a 1,197,006 square foot regional shopping center in Glendale, Arizona, an additional 33.3% ownership interest in Superstition Springs Center, a 1,204,540 square foot regional shopping center in Mesa, Arizona, and an additional 50% ownership interest in the land under Superstition Springs Center in exchange for the Company's ownership interest in six anchor stores, including five former Mervyn's stores and a cash payment of $75.0 million. The cash purchase price was funded from borrowings under the Company's line of credit. This transaction is referred herein as the "GGP Exchange".

        On July 22, 2011, the Company acquired the Fashion Outlets of Niagara, a 529,059 square foot outlet center in Niagara Falls, New York. The initial purchase price of $200.0 million was funded by a cash payment of $78.6 million and the assumption of the mortgage note payable of $121.4 million. The cash purchase price was funded from borrowings under the Company's line of credit. The purchase and sale agreement includes contingent consideration based on the performance of the Fashion Outlets of Niagara from the acquisition date through July 21, 2014 that could increase the purchase price from the initial $200.0 million up to a maximum of $218.7 million. The Company estimated the fair value of the contingent consideration as of December 31, 2011 to be $14.8 million, which has been included in other accrued liabilities.

        On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia (collectively referred to herein as the "SDG Acquisition Properties"). These wholly-owned assets were recorded at fair value at the date of transfer, which resulted in a gain of $188.3 million. The gain reflected the fair value of the net assets received in excess of the book value of the Company's interest in SDG Macerich. The distribution and conveyance of the properties from SDG Macerich to the Company is referred to herein as the "SDG Transaction".

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        Desert Sky Mall, the Kohl's store at Capitola Mall, the land under Superstition Springs Center and the Fashion Outlets of Niagara are referred to herein as the "Acquisition Properties".

        In December 2007, the Company purchased a portfolio of ground leasehold interest and/or fee interests in 39 freestanding Mervyn's stores located in the Southwest United States. In January 2008, the Company purchased a ground leasehold interest in a freestanding Mervyn's store located in Hayward, California and in February 2008, the Company purchased a fee simple interest in a freestanding Mervyn's store located in Monrovia, California. These former Mervyn's stores are referred to herein as the "Mervyn's Properties." Mervyn's filed for bankruptcy protection in July 2008 and rejected all of its leases during the remainder of the year.

        In June 2009, the Company recorded an impairment charge of $26.0 million, as it relates to the fee and/or ground leasehold interests in five former Mervyn's stores due to the anticipated loss on the sale of these properties in July 2009. The Company subsequently sold the properties in July 2009 for $52.7 million in total proceeds, resulting in an additional $0.5 million loss related to transaction costs. The Company used the proceeds from the sales to pay down the Company's term loan and for general corporate purposes.

        On September 29, 2009, the Company sold a leasehold interest in a former Mervyn's store for $4.5 million, resulting in a gain on sale of $4.1 million. The Company used the proceeds from the sale to pay down the Company's line of credit and for general corporate purposes.

        On March 4, 2011, the Company sold a fee interest in a former Mervyn's store for $3.7 million, resulting in a loss on sale of $1.9 million. The Company used the proceeds from the sale for general corporate purposes.

        On June 3, 2011, the Company disposed of five former Mervyn's stores in connection with the GGP Exchange (See "Acquisitions").

        On October 14, 2011, the Company sold a former Mervyn's store in Salt Lake City, Utah, for $8.1 million, resulting in a gain of $3.8 million. The proceeds from the sale were used for general corporate purposes.

        On November 30, 2011, the Company sold a former Mervyn's store in West Valley City, Utah, for $2.3 million, resulting in a loss of $0.2 million. The proceeds from the sale were used for general corporate purposes.

        As of December 31, 2011, five former Mervyn's stores in the Company's portfolio remain vacant. The Company is currently seeking replacement tenants for these spaces.

        On July 15, 2010, a court appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and will be completed in the near future. Although the Company is no longer funding any cash shortfall, it continues to record the operations of Valley View Center until the title for the Center is transferred and its obligation for the loan is discharged. Once title to the Center is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets. The mortgage note payable on Valley View Center is non-recourse to the Company.

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        On April 1, 2011, the Company's joint venture in SDG Macerich conveyed Granite Run Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of gain on early extinguishment of debt was $7.8 million.

        On May 11, 2011, the non-recourse mortgage note payable on Shoppingtown Mall went into maturity default. As a result of the maturity default and the corresponding reduction of the estimated holding period, the Company recognized an impairment charge of $35.7 million to write-down the carrying value of the long-lived assets to its estimated fair value. On September 14, 2011, the Company exercised its right and redeemed the outside ownership interests in Shoppingtown Mall for a cash payment of $11.4 million. On December 30, 2011, the Company conveyed Shoppingtown Mall to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized an additional $3.9 million loss on the disposal of the property.

        As of December 1, 2011, the Prescott Gateway non-recourse loan was in maturity default. The Company is negotiating with the lender and the outcome is uncertain at this time.

        In August 2011, the Company entered into a joint venture agreement with a subsidiary of AWE/Talisman for the development of the Fashion Outlets of Chicago in the Village of Rosemont, Illinois. The Company will own 60% of the joint venture and AWE/Talisman will own 40%. The Center will be a fully enclosed two level, 528,000 square foot outlet center. The site is located within a mile of O'Hare International Airport. The project broke ground in November, 2011 and is expected to be completed in Summer 2013. The total estimated project cost is approximately $200.0 million.

        In the last five years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index ("CPI"). In addition, approximately 6% to 15% of the leases expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, certain leases require the tenants to pay their pro rata share of operating expenses.

        The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.

Critical Accounting Policies

        The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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        Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, the allocation of purchase price between tangible and intangible assets, and estimates for environmental matters. The Company's significant accounting policies are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company's Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical.

        Minimum rental revenues are recognized on a straight-line basis over the term of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight line rent adjustment." Currently, 62% of the Mall Store and Freestanding Store leases contain provisions for CPI rent increases periodically throughout the term of the lease. The Company believes that using an annual multiple of CPI increases, rather than fixed contractual rent increases, results in revenue recognition that more closely matches the cash revenue from each lease and will provide more consistent rent growth throughout the term of the leases. Percentage rents are recognized when the tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries' revenues are recognized on a straight-line basis over the term of the related leases.

        The Company capitalizes costs incurred in redevelopment and development of properties. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. Capitalized costs are allocated to the specific components of a project that are benefited. The Company considers a construction project as completed and held available for occupancy and ceases capitalization of costs when the areas under development have been substantially completed.

        Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

        Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows:

Buildings and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

        The Company first determines the value of land and buildings utilizing an "as if vacant" methodology. The Company then assigns a fair value to any debt assumed at acquisition. The Company then allocates the purchase price based on fair value of the land, building, tenant improvements and identifiable intangible assets received and liabilities assumed. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under

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property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with "cost avoidance" of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the "assumed vacant" property to the occupancy level when purchased; and (iii) above or below market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal of the acquired leases. Above or below market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases.

        The allocated values of above and below-market leases are amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the center, the Company's relationship with the tenant and the availability of competing tenant space.

        The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. The Company generally holds and operates its properties long-term, which decreases the likelihood of its carrying values not being recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.

        The Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary. The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other than temporary.

        The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.

        Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are

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unobservable inputs for the asset or liability, which is typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        The Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.

        Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's provision of leasing arrangements at the Centers, the related cash flows are classified as investing activities within the Company's Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. In-place lease values are amortized over the remaining lease term plus an estimate of the renewal term. Leasing commissions and legal costs are amortized on a straight-line basis over the individual remaining lease years. The ranges of the terms of the agreements are as follows:

Deferred lease costs

  1 - 15 years

Deferred financing costs

  1 - 15 years

In-place lease values

  Remaining lease term plus an estimate for renewal

Leasing commissions and legal costs

  5 - 10 years

Results of Operations

        Many of the variations in the results of operations, discussed below, occurred due to the foregoing transactions involving the Acquisition Properties, the Joint Venture Centers, the Mervyn's Properties and the Redevelopment Center(s), as defined below. For the comparison of the year ended December 31, 2011 to the year ended December 31, 2010, the "Same Centers" include all Consolidated Centers, excluding the Mervyn's Properties, the Acquisition Properties and the Redevelopment Center as defined below. For the comparison of the year ended December 31, 2010 to the year ended December 31, 2009, the "Same Centers" include all Consolidated Centers, excluding the Mervyn's Properties, the Joint Venture Centers and the Redevelopment Centers as defined below.

        For the comparison of the year ended December 31, 2011 to the year ended December 31, 2010, the "Redevelopment Center" is Santa Monica Place. For the comparison of the year ended December 31, 2010 to the year ended December 31, 2009, the "Redevelopment Centers" include Northgate Mall and Santa Monica Place.

        One of the principal reasons for the changes in the results of operations, discussed below, from the year ended December 31, 2010 compared to the year ended December 31, 2009 is because of the change in how the Company classified the Joint Venture Centers. The Joint Venture Centers were classified as Consolidated Centers until the sale of a partial ownership interest in Queens Center and FlatIron Crossing on July 30, 2009 and September 3, 2009, respectively. Therefore, the results of operations of Queens Center for the period of January 1, 2009 to July 29, 2009 and FlatIron Crossing

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for the period of January 1, 2009 to September 2, 2009 are included in the Company's financial statements as Consolidated Centers. Results of operations subsequent to the sale of the ownership interest in each Joint Venture Center are included in "Equity in income of unconsolidated joint ventures" (See "Acquisitions and Dispositions" in Management's Overview and Summary).

        The increase in revenue and expenses of the Redevelopment Center during the year ended December 31, 2011 in comparison to the year ended December 31, 2010 and during the year ended December 31, 2010 in comparison to the year ended December 31, 2009 is primarily due to the opening of Santa Monica Place in August 2010.

        Unconsolidated joint ventures are reflected using the equity method of accounting. The Company's pro rata share of the results from these Centers is reflected in the Consolidated Statements of Operations as equity in income of unconsolidated joint ventures.

        The Company considers tenant annual sales per square foot (for tenants in place for 12 months or longer and under 10,000 square feet), occupancy rates (excluding Anchors) for the Centers and releasing spreads (i.e. a comparison of average base rent per square foot on leases executed during the trailing twelve months to average base rent per square foot on leases expiring during the year) to be key performance indicators of the Company's internal growth.

        Tenant sales per square foot increased from $433 for the year ended December 31, 2010 to $489 for the year ended December 31, 2011. Occupancy rate decreased from 93.1% at December 31, 2010 to 92.7% at December 31, 2011. Releasing spreads increased 13.7% for the year ended December 31, 2011 from the year ended December 31, 2010. These calculations exclude Valley View Center, Granite Run Mall, Shoppingtown Mall and Centers under development or redevelopment.

        The Company's recent trend of retail sales growth continued this year with tenant sales per square foot increasing compared to the year ended December 31, 2010. The releasing spreads also increased for the year ended December 31, 2011 and the Company expects that releasing spreads will continue to increase during 2012 as it renews or relets leases that are scheduled to expire during the year. The Company's occupancy rate as of December 31, 2011 decreased compared to December 31, 2010 primarily because of the liquidation of one tenant. Although certain aspects of the U.S. economy, the retail industry as well as the Company's operating results improved during the year ended December 31, 2011, continued worldwide economic and political uncertainty remains. In addition, the U.S. economy is still experiencing weakness, high levels of unemployment have persisted and rental rates and valuations for retail space have not fully recovered to pre-recession levels. Any further continuation of these adverse conditions could harm the Company's business, results of operations and financial condition.

Comparison of Years Ended December 31, 2011 and 2010

        Minimum and percentage rents (collectively referred to as "rental revenue") increased by $34.9 million, or 8.1%, from 2010 to 2011. The increase in rental revenue is attributed to an increase of $17.8 million from the Acquisition Properties, $11.6 million from the Redevelopment Center, $3.9 million from the Mervyn's Properties and $1.6 million from the Same Centers. The increase in rental revenue at the Mervyns' Properties is due to the leasing of former vacant spaces.

        Rental revenue includes the amortization of above and below-market leases, the amortization of straight-line rents and lease termination income. The amortization of above and below-market leases increased from $7.3 million in 2010 to $9.7 million in 2011. The amortization of straight-lined rents increased from $4.8 million in 2010 to $5.1 million in 2011. Lease termination income increased from $4.4 million in 2010 to $5.9 million in 2011.

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        Tenant recoveries increased $11.8 million, or 5.0%, from 2010 to 2011. The increase in tenant recoveries is attributed to an increase of $7.4 million from the Redevelopment Center, $6.1 million from the Acquisition Properties and $0.3 million from the Mervyn's Properties offset in part by a decrease of $2.0 million from the Same Centers. The decrease in tenant recoveries from the Same Centers is primarily due to a decrease in recoverable expenses.

        Management Companies revenue decreased from $42.9 million in 2010 to $40.4 million in 2011 primarily due to a decrease in development fees.

        Shopping center and operating expenses increased $18.6 million, or 7.9%, from 2010 to 2011. The increase in shopping center and operating expenses is attributed to an increase of $10.1 million from the Acquisition Properties, $8.1 million from the Redevelopment Center and $1.2 million from the Mervyn's Properties offset in part by a decrease of $0.8 million from the Same Centers.

        Management Companies' operating expenses decreased $3.8 million from 2010 to 2011 due to a decrease in compensation costs.

        REIT general and administrative expenses increased by $0.4 million from 2010 to 2011.

        Depreciation and amortization increased $25.3 million from 2010 to 2011. The increase in depreciation and amortization is primarily attributed to an increase of $10.1 million from the Redevelopment Center, $9.4 million from the Acquisition Properties and $5.8 million from the Same Centers.

        Interest expense decreased $14.9 million from 2010 to 2011. The decrease in interest expense was primarily attributed to a decrease of $19.4 million from interest rate swap agreements, $6.2 million from the Same Centers and $2.3 million from the Senior Notes offset in part by an increase of $6.7 million from the Redevelopment Center, $3.5 million from the Acquisition Properties, $2.6 million from the borrowings under the line of credit and $0.2 million from the term loans. The decrease resulting from the interest rate swap agreements is due to the maturity of a $450.0 million interest rate swap agreement in April 2010 and the maturity of a $400.0 million interest rate swap agreement in April 2011.

        The above interest expense items are net of capitalized interest, which decreased from $25.7 million in 2010 to $11.9 million in 2011, primarily due to a decrease in redevelopment activity.

        Loss on early extinguishment of debt increased $14.2 million from 2010 to 2011. The increase in loss on early extinguishment of debt is primarily attributed to a $9.1 million loss from the prepayment of the mortgage note payable on Chesterfield Towne Center in 2011 and a $1.4 million loss from the repurchase of the Senior Notes in 2011 offset in part by the $4.2 million gain on the refinancing of two mortgage notes payable in 2010.

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        Equity in income of unconsolidated joint ventures increased $215.1 million from 2010 to 2011. The increase in equity in income of unconsolidated joint ventures is primarily attributed to the Company's pro rata share of the gain of $188.3 million in connection with the SDG Transaction (See "Acquisitions and Dispositions" in Management's Overview and Summary) in 2011. The remaining increase in equity in income from unconsolidated joint ventures is attributed to the Company's $12.5 million pro rata share of the remeasurement gain on the acquisition of an underlying ownership interest in Kierland Commons in 2011 (See "Acquisitions and Dispositions" in Management's Overview and Summary), and the Company's $7.8 million pro rata share of the gain on early extinguishment of debt of its joint venture in Granite Run Mall. (See "Other Transactions and Events" in Management's Overview and Summary).

        Loss on remeasurement, sale or write down of assets increased $42.8 million from 2010 to 2011. The increase in loss is primarily attributed to the $45.5 million impairment charge in 2011 (See Note 6—Property to the Company's Consolidated Financial Statements).

        The loss from discontinued operations increased $37.0 million from 2010 to 2011. The increase in loss from discontinued operations is primarily attributed to the $39.6 million loss on the disposal of Shoppingtown Mall in 2011 (See "Other Transactions and Events" in Management's Overview and Summary).

        Net income increased $140.7 million from 2010 to 2011. The increase in net income is primarily attributed to the Company's pro rata share of the $188.3 million gain on the SDG Transaction (See "Acquisitions and Dispositions" in Management's Overview and Summary) offset in part by the loss on the disposal of Shoppingtown Mall of $39.6 million (See "Other Transactions and Events" in Management's Overview and Summary).

        Primarily as a result of the factors mentioned above, FFO—diluted increased 13.7% from $351.3 million in 2010 to $399.6 million in 2011. For a reconciliation of FFO and FFO—diluted to net income available to common stockholders, the most directly comparable GAAP financial measure, see "Funds From Operations and Adjusted Funds From Operations."

        Cash provided by operating activities increased from $200.4 million in 2010 to $237.3 million in 2011. The increase was primarily due to changes in assets and liabilities and the results at the Centers as discussed above.

        Cash used in investing activities increased from $142.2 million in 2010 to $212.1 million in 2011. The increase was primarily due to an increase of $138.7 million in contributions to unconsolidated joint ventures offset in part by an increase of $102.5 million in distributions from unconsolidated joint ventures. The increase in contributions to unconsolidated joint ventures is primarily attributed to the Kierland Commons, The Shops at Atlas Park, Arrowhead Towne Center and Superstition Springs

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transactions (See "Acquisitions and Dispositions" in Management's Overview and Summary). The increase in distributions from the unconsolidated joint ventures is primarily due to the distribution of the Company's pro rata share of the excess refinancing proceeds of the loan on Arrowhead Towne Center in 2011 (See "Item 1. Business—Recent Developments—Financing Activity").

        Cash from financing activities decreased from a surplus of $294.1 million in 2010 to a deficit of $403.6 million in 2011. The increase in cash used was primarily due to the $1.2 billion stock offering in 2010, a decrease in proceeds from mortgages, bank and other notes payable of $170.5 million, an increase in the repurchase of the Senior Notes of $162.1 million and an increase in dividends and distributions of $71.0 million offset in part by a decrease in payments on mortgages, bank and other notes payable of $940.8 million.

Comparison of Years Ended December 31, 2010 and 2009

        Rental revenue decreased by $51.0 million, or 10.6%, from 2009 to 2010. The decrease in rental revenue is attributed to a decrease of $48.6 million from the Joint Venture Centers and $14.2 million from the Same Centers which was offset in part by an increase of $11.5 million from the Redevelopment Centers and $0.3 million from the Mervyn's Properties. The decrease in Same Centers rental revenue is primarily attributed to a decrease in lease termination income.

        The amortization of above and below market leases decreased from $9.4 million in 2009 to $7.3 million in 2010. The amortization of straight-line rents decreased from $5.1 million in 2009 to $4.8 million in 2010. Lease termination income decreased from $16.1 million in 2009 to $4.4 million in 2010.

        Tenant recoveries decreased by $1.7 million from 2009 to 2010. The decrease in tenant recoveries of $22.5 million from the Joint Venture Centers was offset by an increase of $12.6 million from the Same Centers, $7.5 million from the Redevelopment Centers and $0.7 million from the Mervyn's Properties.

        Shopping center and operating expenses decreased $11.6 million, or 4.7%, from 2009 to 2010. The decrease in shopping center and operating expenses is attributed to a decrease of $25.7 million from the Joint Venture Centers and $0.9 million from the Mervyn's Properties offset in part by an increase of $8.0 million from the Same Centers and $7.0 million from the Redevelopment Centers.

        Management Companies' operating expenses increased $11.1 million from 2009 to 2010 due to an increase in compensation costs in 2010 offset in part by severance costs paid in connection with the implementation of the Company's workforce reduction plan in 2009.

        REIT general and administrative expenses decreased by $5.2 million from 2009 to 2010. The decrease is primarily due to closing costs incurred in connection with the formation of the co-venture arrangement in 2009 (See "Other Transactions and Events" in Management's Overview and Summary).

        Depreciation and amortization decreased $15.2 million from 2009 to 2010. The decrease in depreciation and amortization is primarily attributed to a decrease of $17.0 million from the Mervyn's Properties and $13.0 million from the Joint Venture Centers offset in part by an increase of $8.3 million from the Redevelopment Centers and $5.0 million from the Same Centers.

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        Interest expense decreased $54.1 million from 2009 to 2010. The decrease in interest expense is attributed to a decrease of $20.0 million from the Joint Venture Centers, $14.0 million from interest rate swap agreements, $11.7 million from borrowings under the Company's line of credit, $5.5 million from term loans, $2.4 million from the Senior Notes, $0.4 million from Same Centers and $0.1 million from the Redevelopment Centers. The decrease from interest rate swap agreements is due to the maturity of a $450.0 million interest rate swap agreement in April 2010.

        The above interest expense items are net of capitalized interest, which increased from $21.3 million in 2009 to $25.7 million in 2010 due to an increase in redevelopment activity in 2010.

        The gain on early extinguishment of debt decreased from $29.2 million in 2009 to $3.7 million in 2010. The decrease in gain is due to a decrease in repurchases of the Senior Notes in 2010. (See Liquidity and Capital Resources).

        Equity in income of unconsolidated joint ventures increased $11.4 million from 2009 to 2010. The increase in equity in income from unconsolidated joint ventures is primarily attributed to the $7.6 million write-down at certain joint ventures in 2009 and the deconsolidation of the Joint Venture Centers upon sale in 2009 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

        Loss from discontinued operations decreased from $42.0 million in 2009 to $3.1 million in 2010. The decrease in loss is primarily attributed to a loss of $40.2 million on the sales of six former Mervyn's stores and five non-core community centers in 2009.

        Net income decreased $110.8 million from 2009 to 2010. The decrease in net income is primarily attributed to the $154.2 million gain on the sale of the 49% ownership interest in Queens Center in 2009 (See "Acquisitions and Dispositions" in Management's Overview and Summary) offset in part by the $16.9 million loss on the sale of five non-core community centers in 2009 (See "Acquisitions and Dispositions" in Management's Overview and Summary) and a $19.2 million impairment charge in 2009 to reduce the carrying value of land held for development.

        Primarily as a result of the factors mentioned above, FFO—diluted decreased 7.6% from $380.0 million in 2009 to $351.3 million in 2010. For disclosure of net income, the most directly comparable GAAP financial measure, for the periods and a reconciliation of FFO and FFO—diluted to net income available to common stockholders, (See "Funds From Operations and Adjusted Funds From Operations").

        Cash provided by operations increased from $120.9 million in 2009 to $200.4 million in 2010. The increase was primarily due to changes in assets and liabilities and the results at the Centers as discussed above and an increase of $8.4 million in distribution of income from unconsolidated joint ventures.

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        Cash from investing activities decreased from a surplus of $302.4 million in 2009 to a deficit of $142.2 million in 2010. The decrease was primarily due to the decrease in proceeds received from the sale of assets of $417.5 million in 2009, a decrease in distributions from unconsolidated joint ventures of $51.9 million, offset in part by a decrease in contributions to unconsolidated joint ventures of $33.7 million.

        Cash from financing activities increased from a deficit of $396.5 million in 2009 to a surplus of $294.1 million in 2010. The increase was primarily attributed to the net proceeds from the stock offering of $1.2 billion in 2010 (See Liquidity and Capital Resources) and an increase in proceeds from the mortgages, bank and other notes payable of $501.8 million offset in part by net proceeds from the stock offering in 2009 of $383.5 million, an increase in payments on mortgages, bank and other notes payable of $339.1 million, a decrease in contributions from the co-venture partner of $168.2 million and an increase in dividends and distributions of $130.3 million.

Liquidity and Capital Resources

        The Company anticipates meeting its liquidity needs for its operating expenses and debt service and dividend requirements for the next twelve months through cash generated from operations, working capital reserves and/or borrowings under its unsecured line of credit. On May 2, 2011, the Company obtained a new $1.5 billion revolving line of credit, which provides the Company with additional liquidity (See Item 1. Business—Recent Developments—"Financing Activity").

        The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers for the years ended December 31:

(Dollars in thousands)
  2011   2010   2009  

Consolidated Centers:

                   

Acquisitions of property and equipment

  $ 314,575   $ 12,888   $ 11,001  

Development, redevelopment and expansion of Centers

    88,842     214,796     226,192  

Tenant allowances

    19,418     21,993     10,830  

Deferred leasing charges

    29,280     24,528     19,960  
               

  $ 452,115   $ 274,205   $ 267,983  
               

Joint Venture Centers (at Company's pro rata share):

                   

Acquisitions of property and equipment

  $ 143,390   $ 6,095   $ 5,443  

Development, redevelopment and expansion of Centers

    37,712     42,289     61,184  

Tenant allowances

    8,406     8,130     5,092  

Deferred leasing charges

    4,910     4,664     3,852  
               

  $ 194,418   $ 61,178   $ 75,571  
               

        The Company expects amounts to be incurred in future years for tenant allowances and deferred leasing charges to be comparable or less than 2011 and that capital for those expenditures will be available from working capital, cash flow from operations, borrowings on property specific debt or unsecured corporate borrowings. The Company expects to incur between $200 million and $300 million during the next twelve months for development, redevelopment, expansion and renovations. Capital for these major expenditures, developments and/or redevelopments has been, and is expected to continue to be obtained from a combination of debt or equity financings, which include borrowings under the Company's line of credit and construction loans. In addition to the Company's April 2010 equity offering and property refinancings, the Company has also generated additional liquidity in the past

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through joint venture transactions and the sale of non-core assets, and has plans to sell additional non-core assets in 2012. Furthermore, on September 9, 2011, the Company filed a shelf registration statement which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights and units.

        The capital and credit markets can fluctuate, and at times, limit access to debt and equity financing for companies. As demonstrated by the Company's recent activity, including its new $1.5 billion line of credit and April 2010 equity offering, the Company has recently been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions. Many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions. In the event that the Company has significant tenant defaults as a result of the overall economy and general market conditions, the Company could have a decrease in cash flow from operations, which could create borrowings under its line of credit. These events could result in an increase in the Company's proportion of floating rate debt, which would cause it to be subject to interest rate fluctuations in the future.

        The Company's total outstanding loan indebtedness at December 31, 2011 was $6.2 billion (including $852.8 million of unsecured debt and $1.9 billion of its pro rata share of joint venture debt). The majority of the Company's debt consists of fixed-rate conventional mortgages payable collateralized by individual properties. The Company expects that all of the maturities during the next twelve months, except the mortgage notes payable on Valley View Center and Prescott Gateway, will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand. The Company's obligation for the loan on Valley View Center is expected to be discharged in the near future (See "Management's Overview and Summary—Other Transactions and Events").

        The Senior Notes bear interest at 3.25%, payable semiannually, mature on March 15, 2012. The Senior Notes are senior to unsecured debt of the Company and are guaranteed by the Operating Partnership. In October 2011, the Company repurchased $180.3 million of Senior Notes at par value. The repurchases were funded by additional borrowings under the Company's line of credit. As of December 31, 2011, there were $437.8 million of the Senior Notes outstanding.

        The Company believes it has various sources of liquidity to pay off the Senior Notes upon their maturity, including anticipated proceeds from the financing and refinancing of various properties and/or capacity under its line of credit. See Note 11—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements.

        The Company had, through the Operating Partnership, a $1.5 billion revolving line of credit that bore interest at LIBOR plus a spread of 0.75% to 1.10% that matured on April 25, 2011. On May 2, 2011, the Company, through the Operating Partnership, obtained a new $1.5 billion revolving line of credit that bears interest at LIBOR plus a spread of 1.75% to 3.0% depending on the Company's overall leverage and matures on May 2, 2015 with a one-year extension option. Based on the Company's current leverage levels, the borrowing rate on the new facility is LIBOR plus 2.0%. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2.0 billion less the outstanding balance of the $125.0 million unsecured term loan, as discussed below. All obligations under the line of credit are unconditionally guaranteed by the Company and certain of its direct and indirect subsidiaries and are secured, subject to certain exceptions, by pledges of direct and indirect ownership interests in certain of the subsidiary guarantors. At December 31, 2011, total borrowings under the line of credit were $290.0 million with an average effective interest rate of 2.96%.

        On December 8, 2011, the Company obtained a seven-year, $125.0 million unsecured term loan under the Company's line of credit that bears interest at LIBOR plus a spread of 1.95 to 3.20% depending on the Company's overall leverage and matures on December 8, 2018. Based on the Company's current leverage levels, the borrowing rate is LIBOR plus 2.20%. As of December 31, 2011, the total interest rate was 2.42%. The proceeds were used to pay down the Company's line of credit.

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        Cash dividends and distributions for the year ended December 31, 2011 were $296.9 million. A total of $237.3 million was funded by cash flows provided by operations. The remaining $59.6 million was funded through distributions received from unconsolidated joint ventures which are included in the cash flows from investing activities section of the Company's Consolidated Statement of Cash Flows.

        At December 31, 2011, the Company was in compliance with all applicable loan covenants under its agreements.

        At December 31, 2011, the Company had cash and cash equivalents available of $67.2 million.

        The Company accounts for its investments in joint ventures that it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the Consolidated Balance Sheets of the Company as "Investments in Unconsolidated Joint Ventures."

        In addition, certain joint ventures have secured debt that could become recourse debt to the Company or its subsidiaries, in excess of the Company's pro rata share, should the joint ventures be unable to discharge the obligations of the related debt. At December 31, 2011, the balance of the debt that could be recourse to the Company was $380.3 million offset in part by indemnity agreements from joint venture partners for $182.6 million. The maturities of the recourse debt, net of indemnification, are $169.8 million in 2013, $16.8 million in 2015 and $11.1 million in 2016.

        Additionally, as of December 31, 2011, the Company is contingently liable for $19.6 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

        The following is a schedule of contractual obligations as of December 31, 2011 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):

 
  Payment Due by Period  
Contractual Obligations
  Total   Less than
1 year
  1 - 3 years   3 - 5 years   More than
five years
 

Long-term debt obligations (includes expected interest payments)

  $ 4,400,388   $ 1,357,487   $ 1,171,017   $ 1,275,125   $ 596,759  

Operating lease obligations(1)

    846,723     14,641     28,358     24,916     778,808  

Purchase obligations(1)

    2,131     2,131              

Other long-term liabilities

    279,052     235,092     4,300     3,908     35,752  
                       

  $ 5,528,294   $ 1,609,351   $ 1,203,675   $ 1,303,949   $ 1,411,319  
                       

(1)
See Note 19—Commitments and Contingencies in the Company's Notes to the Consolidated Financial Statements.

Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")

        The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles ("GAAP") measures. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from extraordinary items and sales of

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depreciated operating properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. The Company also adjusts FFO for the noncontrolling interest due to redemption value on the Rochester Properties (See Item 6—Selected Financial Data).

        AFFO excludes the negative FFO impact of Shoppingtown Mall and Valley View Center for the year ended December 31, 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure and Valley View Center is in receivership.

        FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. In addition, consistent with the key objective of FFO as a measure of operating performance, the adjustment of FFO for the noncontrolling interest in redemption value provides a more meaningful measure of the Company's operating performance between periods without reference to the non-cash charge related to the adjustment in noncontrolling interest due to redemption value. The Company believes that such a presentation also provides investors with a more meaningful measure of its operating results in comparison to the operating results of other REITs. The Company believes that AFFO and AFFO on a diluted basis provide useful supplemental information regarding the Company's performance as they show a more meaningful and consistent comparison of the Company's operating performance and allow investors to more easily compare the Company's results without taking into account the unrelated non-cash charges on properties controlled by either a receiver or loan servicer, which are non-routine items. FFO and AFFO on a diluted basis are measures investors find most useful in measuring the dilutive impact of outstanding convertible securities.

        FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP, and are not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO and AFFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.

        NAREIT recently clarified that under its definition of FFO, impairment write-downs of real estate should be added back to net income. Beginning with the year ended December 31, 2011, the Company has revised its definition of FFO to add back impairment write-downs of real estate to its net income. Accordingly, the Company removed the adjustment for impairment write-downs of $35.9 million and $27.5 million, as previously reported during the years ended December 31, 2009 and 2008, respectively. There was no impairment write-downs of real estate during the years ended December 31, 2010 and 2007. The reconciliation of FFO and AFFO and FFO and AFFO-diluted to net income available to common stockholders is provided below.

        Management compensates for the limitations of FFO and AFFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and AFFO and a reconciliation of FFO and AFFO and FFO and AFFO-diluted to net income available to common stockholders. Management believes that to further understand the Company's performance, FFO and AFFO should be compared with the Company's reported net income and considered in addition to cash flows in accordance with GAAP, as presented in the Company's Consolidated Financial Statements.

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        The following reconciles net income available to common stockholders to FFO and FFO-diluted for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 and FFO and FFO—diluted to AFFO and AFFO—diluted for the same periods (dollars and shares in thousands):

 
  2011   2010   2009   2008   2007  

Net income—available to common stockholders

  $ 156,866   $ 25,190   $ 120,742   $ 161,925   $ 64,131  

Adjustments to reconcile net income to FFO—basic:

                               

Noncontrolling interest in the Operating Partnership

    13,529     2,497     17,517     27,230     11,238  

Loss (gain) on remeasurement, sale or write-down of consolidated assets

    76,338     (474 )   (121,766 )   (68,714 )   (9,771 )

Adjustment for redemption value of redeemable noncontrolling interests

                    2,046  

Add: gain on undepreciated assets—consolidated assets

    2,277         4,762     798     8,047  

Add: noncontrolling interest share of (gain) loss on sale of consolidated joint ventures

    (1,441 )   2     310     185     760  

(Gain) loss on remeasurement, sale of assets from unconsolidated joint ventures(1)

    (200,828 )   (823 )   7,642     (3,432 )   (400 )

Add: gain (loss) on sale of undepreciated assets—from unconsolidated joint ventures(1)

    51     613     (152 )   3,039     2,793  

Add noncontrolling interest on sale of undepreciated assets—consolidated joint ventures

                487      

Depreciation and amortization on consolidated assets

    269,286     246,812     266,164     279,339     231,860  

Less: depreciation and amortization attributable to noncontrolling interest on consolidated joint ventures

    (18,022 )   (17,979 )   (7,871 )   (3,395 )   (4,769 )

Depreciation and amortization on unconsolidated joint ventures(1)

    115,431     109,906     106,435     96,441     88,807  

Less: depreciation on personal property

    (13,928 )   (14,436 )   (13,740 )   (9,952 )   (8,244 )
                       

FFO—basic

    399,559     351,308     380,043     483,951     386,498  

Additional adjustments to arrive at FFO—diluted:

                               

Impact of convertible preferred stock

                4,124     10,058  

Impact of non-participating convertible preferred units

                979      
                       

FFO—diluted

    399,559     351,308     380,043     489,054     396,556  

Add: Shoppingtown Mall negative FFO

    3,491                  

Add: Valley View Center negative FFO

    8,786                  
                       

AFFO and AFFO—diluted

  $ 411,836   $ 351,308   $ 380,043   $ 489,054   $ 396,556  
                       

Weighted average number of FFO shares outstanding for:

                               

FFO—basic(2)

    142,986     132,283     93,010     86,794     84,467  

Adjustments for the impact of dilutive securities in computing FFO—diluted:

                               

Convertible preferred stock

                1,447     3,512  

Non-participating convertible preferred units

                205      

Share and unit-based compensation plans

                    293  
                       

FFO—diluted(3)

    142,986     132,283     93,010     88,446     88,272  
                       

(1)
Unconsolidated assets are presented at the Company's pro rata share.

(2)
Calculated based upon basic net income as adjusted to reach basic FFO. As of December 31, 2011, 2010, 2009, 2008 and 2007, there were 11.0 million, 11.6 million, 12.0 million, 11.6 million and 12.5 million OP Units outstanding, respectively.

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(3)
The computation of FFO and AFFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the Senior Notes using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO and AFFO-diluted computation. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. The holder of the Series A Preferred Stock converted 0.6 million, 0.7 million, 1.3 million and 1.0 million shares to common shares on October 18, 2007, May 6, 2008, May 8, 2008 and September 17, 2008, respectively. The preferred stock was convertible on a one-for-one basis for common stock and was fully converted as of December 31, 2008. The then outstanding preferred shares were assumed converted for purposes of 2008 and 2007 FFO—diluted as they were dilutive to that calculation.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a ratio of fixed rate, long-term debt to total debt such that floating rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term floating rate debt through the use of interest rate caps and/or swaps with appropriately matching maturities, (3) using treasury rate locks where appropriate to fix rates on anticipated debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or equity.

        The following table sets forth information as of December 31, 2011 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV") (dollars in thousands):

 
  For the years ended December 31,    
   
   
 
 
  2012   2013   2014   2015   2016   Thereafter   Total   FV  

CONSOLIDATED CENTERS:

                                                 

Long term debt:

                                                 

Fixed rate

  $ 881,517   $ 247,170   $ 18,705   $ 471,961   $ 471,024   $ 552,633   $ 2,643,010   $ 2,769,914  

Average interest rate

    5.53 %   5.48 %   5.32 %   6.14 %   5.74 %   4.83 %   5.53 %      

Floating rate

        785,394     88,413     171,305     392,952     125,000     1,563,064     1,585,782  

Average interest rate

        2.62 %   6.15 %   4.32 %   3.00 %   2.42 %   3.09 %      
                                   

Total debt—Consolidated Centers

  $ 881,517   $ 1,032,564   $ 107,118   $ 643,266   $ 863,976   $ 677,633   $ 4,206,074   $ 4,355,696  
                                   

UNCONSOLIDATED JOINT VENTURE CENTERS:

                                                 

Long term debt (at Company's pro rata share):

                                                 

Fixed rate

  $ 229,909   $ 530,855   $ 216,260   $ 265,452   $ 263,921   $ 282,031   $ 1,788,428   $ 1,904,545  

Average interest rate

    6.91 %   6.13 %   5.64 %   5.61 %   6.72 %   4.44 %   5.92 %      

Floating rate

    193     68,977         13,310     78,749         161,229     165,515  

Average interest rate

    3.11 %   4.89 %         3.25 %   3.09 %         3.88 %      
                                   

Total debt—Unconsolidated Joint Venture Centers

  $ 230,102   $ 599,832   $ 216,260   $ 278,762   $ 342,670   $ 282,031   $ 1,949,657   $ 2,070,060  
                                   

        The Consolidated Centers' total fixed rate debt at December 31, 2011 and 2010 was $2.6 billion and $3.1 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2011 and 2010 was 5.53% and 5.98%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2011 and 2010 was $1.6 billion and $766.9 million, respectively. The average interest rate on floating rate debt at December 31, 2011 and 2010 was 3.09% and 3.85%, respectively.

        The Company's pro rata share of the Joint Venture Centers' fixed rate debt at December 31, 2011 and 2010 was $1.8 billion and $2.0 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2011 and 2010 was 5.92% and 6.11%, respectively. The Company's pro rata share of the Joint Venture Centers' floating rate debt at December 31, 2011 and 2010 was $161.2 million and

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$241.7 million, respectively. The average interest rate on such floating rate debt at December 31, 2011 and 2010 was 3.88% and 2.24%, respectively.

        The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value (See Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).

        The following derivative at December 31, 2011 was outstanding (amounts in thousands):

Property/Entity
  Notional
Amount
  Product   Rate   Maturity   Company's
Ownership
  Fair
Value
 

Westside Pavilion

    175,000   Cap     5.50 %   6/5/2012     100 %    

        Interest rate cap agreements ("Cap") offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements ("Swap") effectively replace a floating rate on the notional amount with a fixed rate as noted above.

        In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $17.2 million per year based on $1.7 billion of floating rate debt outstanding at December 31, 2011.

        The fair value of the Company's long-term debt is estimated based on a present value model utilizing interest rates that reflect the risks associated with long-term debt of similar risk and duration. In addition, the method of computing fair value for mortgage notes payable included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt (See Note 10—Mortgage Notes Payable and Note 11—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements).

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Refer to the Index to Financial Statements and Financial Statement Schedules for the required information appearing in Item 15.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

        As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on their evaluation as of December 31, 2011, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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        The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2011. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. The Company's management concluded that, as of December 31, 2011, its internal control over financial reporting was effective based on this assessment.

        KPMG LLP, the independent registered public accounting firm that audited the Company's 2011 and 2010 consolidated financial statements included in this Annual Report on Form 10-K, has issued an report on the Company's internal control over financial reporting which follows below.

        There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
The Macerich Company:

        We have audited The Macerich Company's (the "Company") internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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

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

        In our opinion, The Macerich Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission".

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2011 and 2010, and the related consolidated statements of operations, equity and redeemable noncontrolling interests and cash flows for each of the years in the two-year period ended December 31, 2011, and the related 2011 and 2010 information in the financial statement schedule III—Real Estate and Accumulated Depreciation, and our report dated February 24, 2012 expressed an unqualified opinion on those consolidated financial statements and the related 2011 and 2010 information in the financial statement schedule.

/s/ KPMG LLP

Los Angeles, California
February 24, 2012

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ITEM 9B.    OTHER INFORMATION

        None.


PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        There is hereby incorporated by reference the information which appears under the captions "Information Regarding our Director Nominees," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Audit Committee Matters" and "The Board of Directors and its Committees—Codes of Ethics" in the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders that is responsive to the information required by this Item.

        During 2011, there were no material changes to the procedures described in the Company's proxy statement relating to the 2011 Annual Meeting of Stockholders by which stockholders may recommend nominees to the Company.

ITEM 11.    EXECUTIVE COMPENSATION

        There is hereby incorporated by reference the information which appears under the caption "Election of Directors" in the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders that is responsive to the information required by this Item. Notwithstanding the foregoing, the Compensation Committee Report set forth therein shall not be incorporated by reference herein, in any of the Company's prior or future filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein and shall not be otherwise deemed filed under either of such Acts.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        There is hereby incorporated by reference the information which appears under the captions "Principal Stockholders," "Information Regarding Nominees and Directors," "Executive Officers" and "Equity Compensation Plan Information" in the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders that is responsive to the information required by this Item.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" and "The Board of Directors and its Committees" in the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders that is responsive to the information required by this Item.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        There is hereby incorporated by reference the information which appears under the captions "Principal Accountant Fees and Services" and "Audit Committee Pre-Approval Policy" in the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders that is responsive to the information required by this Item.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 
   
   
  Page

(a) and (c)

  1.  

Financial Statements of the Company

   

     

Report of Independent Registered Public Accounting Firm (KPMG LLP)

  67

     

Report of Independent Registered Public Accounting Firm (Deloitte and Touche LLP)

  68

     

Consolidated balance sheets of the Company as of December 31, 2011 and 2010

  69

     

Consolidated statements of operations of the Company for the years ended December 31, 2011, 2010 and 2009

  70

     

Consolidated statements of equity and redeemable noncontrolling interests of the Company for the years ended December 31, 2011, 2010 and 2009

  71

     

Consolidated statements of cash flows of the Company for the years ended December 31, 2011, 2010 and 2009

  74

     

Notes to consolidated financial statements

  76

  2.  

Financial Statements of Pacific Premier Retail LP

   

     

Report of Independent Registered Public Accounting Firm (KPMG LLP)

  118

     

Report of Independent Registered Public Accounting Firm (Deloitte and Touche LLP)

  119

     

Consolidated balance sheets of Pacific Premier Retail LP as of December 31, 2011 and 2010

  120

     

Consolidated statements of operations of Pacific Premier Retail LP for the years ended December 31, 2011, 2010 and 2009

  121

     

Consolidated statements of capital of Pacific Premier Retail LP for the years ended December 31, 2011, 2010 and 2009

  122

     

Consolidated statements of cash flows of Pacific Premier Retail LP for the years ended December 31, 2011, 2010 and 2009

  123

     

Notes to consolidated financial statements

  124

  3.  

Financial Statement Schedules

   

     

Schedule III—Real estate and accumulated depreciation of the Company

  132

     

Schedule III—Real estate and accumulated depreciation of Pacific Premier Retail LP

  137

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
The Macerich Company:

        We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of operations, equity and redeemable noncontrolling interests and cash flows for each of the years in the two-year period ended December 31, 2011. In connection with our audits of the consolidated financial statements, we have also audited the related 2011 and 2010 information in the Company's financial statement schedule III—Real Estate and Accumulated Depreciation listed in the Index at Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Macerich Company and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related 2011 and 2010 information in the financial statement schedule III—Real Estate and Accumulated Depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 24, 2012, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

Los Angeles, California
February 24, 2012

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Macerich Company
Santa Monica, California

        We have audited the accompanying consolidated statements of operations, equity and redeemable noncontrolling interests, and cash flows of The Macerich Company ("the Company") for the year ended December 31, 2009. Our audit also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations of The Macerich Company and subsidiaries and their cash flows for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        As discussed in Note 17 to the financial statements, the accompanying 2009 consolidated financial statements have been retrospectively adjusted for discontinued operations.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Los Angeles, California
February 26, 2010 (February 24, 2012 as to Notes 3 and 17)

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THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

 
  December 31,  
 
  2011   2010  

ASSETS:

             

Property, net

  $ 6,079,043   $ 5,674,127  

Cash and cash equivalents

    67,248     445,645  

Restricted cash

    68,628     71,434  

Marketable securities

    24,833     25,935  

Tenant and other receivables, net

    109,092     95,083  

Deferred charges and other assets, net

    483,763     316,969  

Loans to unconsolidated joint ventures

    3,995     3,095  

Due from affiliates

    3,387     6,599  

Investments in unconsolidated joint ventures

    1,098,560     1,006,123  
           

Total assets

  $ 7,938,549   $ 7,645,010  
           

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:

             

Mortgage notes payable:

             

Related parties

  $ 279,430   $ 302,344  

Others

    3,049,008     2,957,131  
           

Total

    3,328,438     3,259,475  

Bank and other notes payable

    877,636     632,595  

Accounts payable and accrued expenses

    72,870     70,585  

Other accrued liabilities

    299,098     257,678  

Distributions in excess of investments in unconsolidated joint ventures

    70,685     65,045  

Co-venture obligation

    125,171     160,270  
           

Total liabilities

    4,773,898     4,445,648  
           

Redeemable noncontrolling interests

        11,366  
           

Commitments and contingencies

             

Equity:

             

Stockholders' equity:

             

Common stock, $0.01 par value, 250,000,000 shares authorized, 132,153,444 and 130,452,032 shares issued and outstanding at December 31, 2011 and 2010, respectively

    1,321     1,304  

Additional paid-in capital

    3,490,647     3,456,569  

Accumulated deficit

    (678,631 )   (564,357 )

Accumulated other comprehensive loss

        (3,237 )
           

Total stockholders' equity

    2,813,337     2,890,279  

Noncontrolling interests

    351,314     297,717  
           

Total equity

    3,164,651     3,187,996  
           

Total liabilities, redeemable noncontrolling interests and equity

  $ 7,938,549   $ 7,645,010  
           

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

 
  For The Years Ended December 31,  
 
  2011   2010   2009  

Revenues:

                   

Minimum rents

  $ 446,308   $ 413,702   $ 466,460  

Percentage rents

    20,172     17,881     16,109  

Tenant recoveries

    250,226     238,415     240,134  

Management Companies

    40,404     42,895     40,757  

Other

    34,140     30,500     29,588  
               

Total revenues

    791,250     743,393     793,048  
               

Expenses:

                   

Shopping center and operating expenses

    255,817     237,182     248,827  

Management Companies' operating expenses

    86,587     90,414     79,305  

REIT general and administrative expenses

    21,113     20,703     25,933  

Depreciation and amortization

    265,331     240,081     255,231  
               

    628,848     588,380     609,296  
               

Interest expense:

                   

Related parties

    16,743     14,254     19,413  

Other

    178,542     195,909     244,862  
               

    195,285     210,163     264,275  

Loss (gain) on early extinguishment of debt, net

    10,588     (3,661 )   (29,161 )
               

Total expenses

    834,721     794,882     844,410  

Equity in income of unconsolidated joint ventures

    294,677     79,529     68,160  

Co-venture expense

    (5,806 )   (6,193 )   (2,262 )

Income tax benefit

    6,110     9,202     4,761  

(Loss) gain on remeasurement, sale or write down of assets, net

    (42,279 )   497     161,937  
               

Income from continuing operations

    209,231     31,546     181,234  
               

Discontinued operations:

                   

Loss on disposition of assets, net

    (37,988 )   (23 )   (40,171 )

Loss from discontinued operations

    (2,168 )   (3,103 )   (1,813 )
               

Loss from discontinued operations

    (40,156 )   (3,126 )   (41,984 )
               

Net income

    169,075     28,420     139,250  

Less net income attributable to noncontrolling interests

    12,209     3,230     18,508  
               

Net income attributable to the Company

  $ 156,866   $ 25,190   $ 120,742  
               

Earnings per common share attributable to Company—basic:

                   

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )
               

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45  
               

Earnings per common share attributable to Company—diluted:

                   

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )
               

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45  
               

Weighted average number of common shares outstanding:

                   

Basic

    131,628,000     120,346,000     81,226,000  
               

Diluted

    131,628,000     120,346,000     81,226,000  
               

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS

(Dollars in thousands, except per share data)

 
  Stockholders' Equity    
   
   
 
 
  Common Stock    
   
   
   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
   
   
 
 
  Shares   Par
Value
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders'
Equity
  Noncontrolling
Interests
  Total
Equity
  Redeemable
Noncontrolling
Interests
 

Balance January 1, 2009

    76,883,634   $ 769   $ 1,721,256   $ (274,834 ) $ (53,425 ) $ 1,393,766   $ 248,118   $ 1,641,884   $ 23,327  
                                       

Comprehensive income:

                                                       

Net income

                120,742         120,742     17,924     138,666     584  

Interest rate swap/cap agreements

                    28,028     28,028         28,028      
                                       

Total comprehensive income

                120,742     28,028     148,770     17,924     166,694     584  

Amortization of share and unit-based plans

    213,288     2     17,961             17,963         17,963      

Exercise of stock options

    5,325         104             104         104      

Employee stock purchases

    38,174         611             611         611      

Distributions paid ($2.60) per share

                (191,838 )       (191,838 )       (191,838 )    

Distributions to noncontrolling interests

                            (30,291 )   (30,291 )   (584 )

Stock dividend

    5,712,928     58     121,215             121,273         121,273      

Issuance of stock warrants

            14,503             14,503         14,503      

Stock offering

    13,800,000     138     383,312             383,450         383,450      

Contributions from noncontrolling interests

                            12,153     12,153      

Conversion of noncontrolling interests to common shares

    14,340         455             455     (455 )        

Redemption of noncontrolling interests

            47             47     (444 )   (397 )   (2,736 )

Other

            (7,643 )           (7,643 )       (7,643 )    

Adjustment of noncontrolling interest in Operating Partnership

            (23,890 )           (23,890 )   23,890          
                                       

Balance December 31, 2009

    96,667,689   $ 967   $ 2,227,931   $ (345,930 ) $ (25,397 ) $ 1,857,571   $ 270,895   $ 2,128,466   $ 20,591  
                                       

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS (Continued)

(Dollars in thousands, except per share data)

 
  Stockholders' Equity    
   
   
 
 
  Common Stock    
   
   
   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
   
   
 
 
  Shares   Par
Value
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders'
Equity
  Noncontrolling
Interests
  Total
Equity
  Redeemable
Noncontrolling
Interests
 

Balance December 31, 2009

    96,667,689   $ 967   $ 2,227,931   $ (345,930 ) $ (25,397 ) $ 1,857,571   $ 270,895   $ 2,128,466   $ 20,591  
                                       

Comprehensive income:

                                                       

Net income

                25,190         25,190     2,811     28,001     419  

Interest rate swap/cap agreements

                    22,160     22,160         22,160      
                                       

Total comprehensive income

                25,190     22,160     47,350     2,811     50,161     419  

Amortization of share and unit-based plans

    628,009     6     27,539             27,545         27,545      

Exercise of stock options

    5,400         99             99         99      

Exercise of stock warrants

            (17,639 )           (17,639 )       (17,639 )    

Employee stock purchases

    28,450         803             803         803      

Distributions paid ($2.10) per share

                (243,617 )       (243,617 )       (243,617 )    

Distributions to noncontrolling interests

                            (26,908 )   (26,908 )   (419 )

Stock dividend

    1,449,542     14     43,072             43,086         43,086      

Stock offering

    31,000,000     310     1,220,519             1,220,829         1,220,829      

Contributions from noncontrolling interests

                            5,159     5,159      

Other

            205             205         205      

Conversion of noncontrolling interests to common shares

    672,942     7     8,752             8,759     (8,759 )        

Redemption of noncontrolling interests

                            (193 )   (193 )   (9,225 )

Adjustment of noncontrolling interest in Operating Partnership

            (54,712 )           (54,712 )   54,712          
                                       

Balance December 31, 2010

    130,452,032   $ 1,304   $ 3,456,569   $ (564,357 ) $ (3,237 ) $ 2,890,279   $ 297,717   $ 3,187,996   $ 11,366  
                                       

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS (Continued)

(Dollars in thousands, except per share data)

 
  Stockholders' Equity    
   
   
 
 
  Common Stock    
   
   
   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Loss
   
   
   
   
 
 
  Shares   Par
Value
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders'
Equity
  Noncontrolling
Interests
  Total
Equity
  Redeemable
Noncontrolling
Interests
 

Balance December 31, 2010

    130,452,032   $ 1,304   $ 3,456,569   $ (564,357 ) $ (3,237 ) $ 2,890,279   $ 297,717   $ 3,187,996   $ 11,366  
                                       

Comprehensive income:

                                                       

Net income

                156,866         156,866     12,044     168,910     165  

Interest rate swap/cap agreements

                    3,237     3,237         3,237      
                                       

Total comprehensive income

                156,866     3,237     160,103     12,044     172,147     165  

Amortization of share and unit-based plans

    597,415     6     18,513             18,519         18,519      

Exercise of stock options

    10,800         266             266         266      

Exercise of stock warrants

            (1,278 )           (1,278 )       (1,278 )    

Employee stock purchases

    17,285         766             766         766      

Distributions paid ($2.05) per share

                (271,140 )       (271,140 )       (271,140 )    

Distributions to noncontrolling interests

                            (25,643 )   (25,643 )   (165 )

Contributions from noncontrolling interests

                            78,921     78,921      

Other

            4,139             4,139         4,139      

Conversion of noncontrolling interests to common shares

    1,075,912     11     21,687             21,698     (21,698 )        

Redemption of noncontrolling interests

            (26 )           (26 )   (16 )   (42 )   (11,366 )

Adjustment of noncontrolling interest in Operating Partnership

            (9,989 )           (9,989 )   9,989          
                                       

Balance December 31, 2011

    132,153,444   $ 1,321   $ 3,490,647   $ (678,631 ) $   $ 2,813,337   $ 351,314   $ 3,164,651   $  
                                       

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 
  For the Years Ended December 31,  
 
  2011   2010   2009  

Cash flows from operating activities:

                   

Net income

  $ 169,075   $ 28,420   $ 139,250  

Adjustments to reconcile net income to net cash provided by operating activities:

                   

Loss (gain) on early extinguishment of debt, net

    1,588     (3,661 )   (29,161 )

Loss (gain) on remeasurement, sale or write down of assets, net

    42,279     (497 )   (161,937 )

Loss on disposition of assets, net from discontinued operations

    37,988     23     40,171  

Depreciation and amortization

    282,643     260,252     277,472  

Amortization of net discount on mortgages, bank and other notes payable

    9,060     2,940     670  

Amortization of share and unit-based plans

    12,288     14,832     8,095  

Provision for doubtful accounts

    3,212     4,361     9,570  

Income tax benefit

    (6,110 )   (9,202 )   (4,761 )

Equity in income of unconsolidated joint ventures

    (294,677 )   (79,529 )   (68,160 )

Co-venture expense

    5,806     6,193     2,262  

Distributions of income from unconsolidated joint ventures

    12,778     20,634     12,252  

Changes in assets and liabilities, net of acquisitions and dispositions:

                   

Tenant and other receivables

    (8,049 )   9,933     (7,794 )

Other assets

    (4,421 )   (25,529 )   5,982  

Due from affiliates

    3,106     (565 )   3,090  

Accounts payable and accrued expenses

    (11,797 )   (8,588 )   (67,150 )

Other accrued liabilities

    (17,484 )   (19,582 )   (38,961 )
               

Net cash provided by operating activities

    237,285     200,435     120,890  
               

Cash flows from investing activities:

                   

Acquisitions of property, development, redevelopment and property improvements

    (247,011 )   (185,789 )   (197,483 )

Redemption of redeemable non-controlling interests

    (11,366 )   (9,225 )   (2,736 )

Proceeds from note receivable

        11,763      

Maturities of marketable securities

    1,362     1,316     1,283  

Deferred leasing costs

    (33,955 )   (30,297 )   (27,985 )

Distributions from unconsolidated joint ventures

    215,651     117,342     169,192  

Contributions to unconsolidated joint ventures

    (155,351 )   (16,688 )   (50,404 )

Loans to unconsolidated joint ventures, net

    (900 )   (779 )   (1,384 )

Proceeds from sale of assets

    16,960         417,450  

Restricted cash

    2,524     (29,815 )   (5,577 )
               

Net cash (used in) provided by investing activities

    (212,086 )   (142,172 )   302,356  
               

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

 
  For the Years Ended December 31,  
 
  2011   2010   2009  

Cash flows from financing activities:

                   

Proceeds from mortgages, bank and other notes payable

    757,000     927,514     425,703  

Payments on mortgages, bank and other notes payable

    (627,369 )   (1,568,161 )   (1,229,081 )

Repurchase of convertible senior notes

    (180,314 )   (18,191 )   (55,029 )

Deferred financing costs

    (18,976 )   (10,856 )   (6,506 )

Proceeds from share and unit-based plans

    1,032     902     715  

Net proceeds from common stock offering

        1,220,829     383,450  

Net proceeds from issuance of stock warrants to purchase common stock

            14,503  

Exercise of stock warrants

    (1,278 )   (17,639 )    

Redemption of noncontrolling interests

    (42 )   (341 )   (397 )

Contributions from noncontrolling interests

    4,204          

Contribution from co-venture partner

            168,154  

Dividends and distributions

    (296,948 )   (225,958 )   (95,665 )

Distributions to co-venture partner

    (40,905 )   (13,972 )   (2,367 )
               

Net cash (used in) provided by financing activities

    (403,596 )   294,127     (396,520 )
               

Net (decrease) increase in cash and cash equivalents

    (378,397 )   352,390     26,726  

Cash and cash equivalents, beginning of year

    445,645     93,255     66,529  
               

Cash and cash equivalents, end of year

  $ 67,248   $ 445,645   $ 93,255  
               

Supplemental cash flow information:

                   

Cash payments for interest, net of amounts capitalized

  $ 175,902   $ 211,830   $ 258,151  
               

Non-cash investing and financing activities:

                   

Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities

  $ 13,291   $ 45,224   $ 30,799  
               

Property distributed from unconsolidated joint venture

  $ 445,004   $   $  
               

Assumption of mortgage notes payable and other liabilities from unconsolidated joint venture

  $ 240,537   $   $  
               

Contribution of development rights from noncontrolling interests

  $ 74,717   $   $  
               

Acquisition of properties by assumption of mortgage notes payable and other accrued liabilities

  $ 192,566   $   $  
               

Disposition of property in exchange for investments in unconsolidated joint ventures

  $ 56,952   $   $  
               

Mortgage note payable discharged by deed-in-lieu of foreclosure

  $ 38,968              
               

Conversion of Operating Partnership Units to common stock

  $ 21,698   $ 8,759   $ 455  
               

Stock dividends

  $   $ 43,086   $ 121,116  
               

Retirement of tax indemnity escrow held for nonparticipating unitholders

  $   $   $ 22,904  
               

   

The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. Organization:

        The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers (the "Centers") located throughout the United States.

        The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of December 31, 2011, the Company was the sole general partner of and held a 92% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The interests in the Operating Partnership are known as OP Units. OP Units not held by the Company are redeemable, at the election of the holder, on a one-for-one basis for the Company's stock or cash at the Company's option. The 8% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these consolidated financial statements as noncontrolling interests in permanent equity. The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended.

        The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado, LLC, a Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."

2. Summary of Significant Accounting Policies:

        These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The accompanying consolidated financial statements include the accounts of the Company and the Operating Partnership. Investments in entities in which the Company retains a controlling financial interest or entities that meet the definition of a variable interest entity in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity are consolidated; otherwise they are accounted for under the equity method of accounting and are reflected as "Investments in unconsolidated joint ventures." All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

        The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under the loan agreements.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

        Minimum rental revenues are recognized on a straight-line basis over the term of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Rental revenue was increased by $5,116, $4,854 and $5,069 due to the straight-line rent adjustment during the years ended December 31, 2011, 2010 and 2009, respectively. Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

        Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases.

        The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed.

        Costs related to the development, redevelopment, construction and improvement of properties are capitalized. Interest incurred on development, redevelopment and construction projects is capitalized until construction is substantially complete.

        Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

        Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows:

Buildings and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

        The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company retains a controlling financial interest in the joint venture or the joint venture meets the definition of a variable interest entity in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. Although the Company has a greater than 50% interest in Camelback Colonnade Associates LP, Corte Madera Village, LLC, East Mesa Mall, L.L.C., New River Associates, Pacific Premier Retail LP, Queens Mall Limited Partnership and Queens Mall

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Expansion Limited Partnership, the Company does not have a controlling financial interest in these joint ventures as it shares management control with the partners in these joint ventures and, therefore, accounts for its investments in these joint ventures using the equity method of accounting.

        The Company had identified Shoppingtown Mall, L.P. ("Shoppingtown Mall") and Camelback Shopping Center Limited Partnership as variable interest entities that met the criteria for consolidation. On September 14, 2011, the Company redeemed the outside ownership interests in Shoppingtown Mall for a cash payment of $11,366 (See Note 13—Noncontrolling Interests). As a result of the redemption, the property became wholly-owned by the Company. The net assets and results of operations of Camelback Shopping Center Limited Partnership included in the accompanying consolidated financial statements were insignificant to the net assets and results of operations of the Company.

        The Company first determines the value of the land and buildings utilizing an "as if vacant" methodology. The Company then assigns a fair value to any debt assumed at acquisition. The Company then allocates the purchase price based on the fair value of the land, building, tenant improvements and identifiable intangible assets received and liabilities assumed. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with "cost avoidance" of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the "assumed vacant" property to the occupancy level when purchased; and (iii) above or below market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal of the acquired leases. Above or below market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below market, and the asset or liability is amortized to rental revenue over the remaining terms of the leases.

        The allocated values of above and below-market leases are amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the center, the Company's relationship with the tenant and the availability of competing tenant space.

        The Company accounts for its investments in marketable debt securities as held-to-maturity securities as the Company has the intent and the ability to hold these securities until maturity.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Accordingly, investments in marketable securities are carried at their amortized cost. The discount on marketable securities is amortized into interest income on a straight-line basis over the term of the notes, which approximates the effective interest method.

        Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's provision of leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. In-place lease values are amortized over the remaining lease term plus an estimate of renewal periods. Leasing commissions and legal costs are amortized on a straight-line basis over the individual lease terms.

        The range of the terms of the agreements is as follows:

Deferred lease costs

  1 - 15 years

Deferred financing costs

  1 - 15 years

In-place lease values

  Remaining lease term plus an estimate for renewal

Leasing commissions and legal costs

  5 - 10 years

        The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. The Company generally holds and operates its properties long-term, which decreases the likelihood of its carrying values not being recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.

        The Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary. The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other than temporary.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

        The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Ineffective portions, if any, are included in net income (loss).

        Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense.

        No ineffectiveness was recorded during the years ended December 31, 2011, 2010 or 2009. If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations. As of December 31, 2011, the Company's single derivative instrument outstanding did not contain a credit risk related contingent feature or collateral arrangement.

        The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For market-indexed LTIP awards, compensation cost is recognized under the graded attribution method.

        The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is management's current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any.

        Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

        Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

        The Company currently operates in one business segment, the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States.

        The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.

        Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        The Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.

        The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

        The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

        No Center or tenant generated more than 10% of total revenues during 2011, 2010 or 2009.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

3. Earnings per Share ("EPS"):

        The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands, except per share amounts):

 
  2011   2010   2009  

Numerator

                   

Income from continuing operations

  $ 209,231   $ 31,546   $ 181,234  

Loss from discontinued operations

    (40,156 )   (3,126 )   (41,984 )

Net income attributable to noncontrolling interests

    (12,209 )   (3,230 )   (18,508 )
               

Net income attributable to the Company

    156,866     25,190     120,742  

Allocation of earnings to participating securities

    (1,436 )   (2,615 )   (3,270 )
               

Numerator for basic and diluted earnings per share—net income available to common stockholders

  $ 155,430   $ 22,575   $ 117,472  
               

Denominator

                   

Denominator for basic and diluted earnings per share—weighted average number of common shares outstanding(1)

    131,628     120,346     81,226  
               

Earnings per common share—basic:

                   

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )
               

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45  
               

Earnings per common share—diluted:

                   

Income from continuing operations

  $ 1.46   $ 0.21   $ 1.90  

Discontinued operations

    (0.28 )   (0.02 )   (0.45 )
               

Net income available to common stockholders

  $ 1.18   $ 0.19   $ 1.45  
               

(1)
The Senior Notes (See Note 11—Bank and Other Notes Payable) are excluded from diluted EPS for the years ended December 31, 2011, 2010 and 2009 as their effect would be antidilutive.


Diluted EPS excludes 208,640, 208,640 and 205,757 convertible non-participating preferred units for the years ended December 31, 2011, 2010 and 2009, respectively, as their impact was antidilutive.


Diluted EPS excludes 1,203,280, 1,150,172 and 1,226,447 of unexercised stock appreciation rights for the years ended December 31, 2011, 2010 and 2009, respectively, as their effect was antidilutive.


Diluted EPS excludes 94,685, 122,500 and 127,500 of unexercised stock options for the years ended December 31, 2011, 2010 and 2009, respectively, as their effect was antidilutive.


Diluted EPS excludes 933,650, 935,358 and 2,185,358 of unexercised stock warrants for the years ended December 31, 2011, 2010 and 2009, respectively, as their effect was antidilutive.


Diluted EPS excludes 11,356,922 and 11,596,953 and 11,990,731 operating partnership units for the years ended December 31, 2011, 2010 and 2009, respectively, as their effect was antidilutive.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures:

        The following are the Company's investments in various joint ventures or properties jointly owned with third parties. The Company's interest in each joint venture as of December 31, 2011 is as follows:

Joint Venture
  Ownership %(1)  

Biltmore Shopping Center Partners LLC

    50.0 %

Camelback Colonnade Associates LP

    75.0 %

Chandler Gateway Partners, LLC

    50.0 %

Chandler Village Center, LLC

    50.0 %

Coolidge Holding LLC

    37.5 %

Corte Madera Village, LLC

    50.1 %

East Mesa Mall, L.L.C.—Superstition Springs Center

    66.7 %

FlatIron Property Holding, L.L.C.—FlatIron Crossing

    25.0 %

Jaren Associates #4

    12.5 %

Kierland Commons Investment LLC

    50.0 %

Kierland Tower Lofts, LLC

    15.0 %

La Sandia Santa Monica LLC

    50.0 %

Macerich Northwestern Associates—Broadway Plaza

    50.0 %

MetroRising AMS Holding LLC

    15.0 %

New River Associates—Arrowhead Towne Center

    66.7 %

Norcino Santa Monica LLC

    50.0 %

North Bridge Chicago LLC

    50.0 %

NorthPark Land Partners, LP

    50.0 %

NorthPark Partners, LP

    50.0 %

One Scottsdale Investors LLC

    50.0 %

Pacific Premier Retail LP

    51.0 %

Propcor Associates

    25.0 %

Propcor II Associates, LLC—Boulevard Shops

    50.0 %

Primi Santa Monica LLC

    50.0 %

SanTan Festival, LLC—Chandler Festival

    50.0 %

SanTan Village Phase 2 LLC

    34.9 %

SDG Macerich Properties, L.P. 

    50.0 %

Queens Mall Limited Partnership

    51.0 %

Queens Mall Expansion Limited Partnership

    51.0 %

Scottsdale Fashion Square Partnership

    50.0 %

The Market at Estrella Falls LLC

    39.7 %

Tysons Corner LLC

    50.0 %

Tysons Corner Property Holdings II LLC

    50.0 %

Tysons Corner Property LLC

    50.0 %

WM Inland LP

    50.0 %

West Acres Development, LLP

    19.0 %

Westcor/Gilbert, L.L.C. 

    50.0 %

Westcor/Queen Creek LLC

    37.8 %

Westcor/Surprise Auto Park LLC

    33.3 %

Wilshire Building—Tenants in Common

    30.0 %

WMAP, L.L.C.—Atlas Park

    50.0 %

WM Ridgmar, L.P. 

    50.0 %

Zengo Restaurant Santa Monica LLC

    50.0 %

(1)
The Operating Partnership's ownership interest in this table reflects its legal ownership interest but may not reflect its economic interest since each joint venture has specific terms regarding cash flow, profits and losses, allocations, capital requirements and other matters.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

        The Company has recently made the following investments and dispositions in unconsolidated joint ventures:

        On July 30, 2009, the Company sold a 49% ownership interest in Queens Center to a third party for $152,654, resulting in a gain on sale of assets of $154,156 (See Note 6—Property.) The Company used the proceeds from the sale of the ownership interest in the property to pay down the $450,000 term loan (See "Term Loans" in Note 11—Bank and Other Notes Payable) and for general corporate purposes. The results of Queens Center are included below for the period subsequent to the sale of the ownership interest.

        On September 3, 2009, the Company formed a joint venture with a third party whereby the Company sold a 75% interest in FlatIron Crossing. As part of this transaction, the Company issued three warrants for an aggregate of 1,250,000 shares of common stock of the Company (See Note 15—Stockholders' Equity). The Company received $123,750 in cash proceeds for the overall transaction, of which $8,068 was attributed to the warrants. The proceeds attributable to the interest sold exceeded the Company's carrying value in the interest sold by $28,720. However, due to certain contractual rights afforded to the buyer of the interest in FlatIron Crossing, the Company has only recognized a gain on sale of $2,506 (See Note 6—Property). The remaining net cash proceeds in excess of the Company's carrying value in the interest sold of $26,214 has been included in other accrued liabilities and will not be recognized until dissolution of the joint venture or disposition of the Company's or buyer's interest in the joint venture. The Company used the proceeds from the sale of the ownership interest to pay down the $450,000 term loan and for general corporate purposes. The results of FlatIron Crossing are included below for the period subsequent to the sale of the ownership interest.

        On February 24, 2011, the Company's joint venture in Kierland Commons, a 434,642 square foot community center in Scottsdale, Arizona, acquired the ownership interest of another partner in the joint venture for $105,550. The Company's share of the purchase price consisted of a cash payment of $34,161 and the assumption of a pro rata share of debt of $18,613. As a result of the acquisition, the Company's ownership interest in Kierland Commons increased from 24.5% to 50%. The joint venture recognized a remeasurement gain of $25,019 on the acquisition based on the difference of the fair value received and its previously held investment in Kierland Commons. The Company's pro rata share of the gain recognized was $12,510.

        On February 28, 2011, the Company in a 50/50 joint venture acquired The Shops at Atlas Park, a 377,924 square foot community center in Queens, New York, for a total purchase price of $53,750. The Company's share of the purchase price was $26,875. The results of The Shops at Atlas Park are included below for the period subsequent to the acquisition.

        On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall, an 893,863 square foot regional shopping center in Phoenix, Arizona, that it did not own for $27,625. The purchase price was funded by a cash payment of $1,875 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25,750. Concurrent with the purchase of the partnership interest, the Company paid off the $51,500 loan on the property. Prior to the acquisition, the Company had accounted for its investment in Desert Sky Mall under the equity method. Since the date of acquisition, the Company has included Desert Sky Mall in its consolidated financial statements (See Note 16—Acquisitions).

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

        On April 1, 2011, the Company's joint venture in SDG Macerich Properties, L.P. ("SDG Macerich") conveyed Granite Run Mall to the mortgage note lender with a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of gain on the early extinguishment of debt was $7,753.

        On June 3, 2011, the Company entered into a transaction with General Growth Properties, Inc. ("General Growth"), whereby the Company acquired an additional 33.3% ownership interest in Arrowhead Towne Center, an additional 33.3% ownership interest in Superstition Springs Center, and an additional 50% ownership interest in the land under Superstition Springs Center ("Superstition Springs Land") that it did not own in exchange for six anchor locations, including five former Mervyn's stores (See Note 17—Discontinued Operations) and a cash payment of $75,000. As a result of this transaction, the Company now owns a 66.7% ownership interest in Arrowhead Towne Center, a 66.7% ownership interest in Superstition Springs Center and a 100% ownership interest in Superstition Springs Land. Although the Company had a 66.7% ownership interest in Arrowhead Towne Center and Superstition Springs Center upon completion of the transaction, the Company does not have a controlling financial interest in these joint ventures due to the substantive participation rights of the outside partner and, therefore, continues to account for its investments in these joint ventures under the equity method of accounting. Accordingly, no remeasurement gain was recorded on the increase in ownership. The Company has consolidated its investment in Superstition Springs Land since the date of acquisition (See Note 16—Acquisitions) and has recorded a remeasurement gain of $1,734 (See Note 6—Property) as a result of the increase in ownership. This transaction is referred herein as the "GGP Exchange".

        On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich that owned 11 regional shopping centers in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia (collectively referred to herein as the "SDG Acquisition Properties"). The ownership interests in the remaining five regional malls were distributed to the outside partner. The remaining net assets of SDG Macerich will be distributed during the year ended December 31, 2012. The SDG Acquisition Properties were recorded at fair value at the date of transfer, which resulted in a gain of $188,264, which is included in equity in income of unconsolidated joint ventures, based on the fair value of the assets acquired and the liabilities assumed in excess of the book value of the Company's interest in SDG Macerich. The distribution and conveyance of the 11 regional shopping centers is referred to herein as the "SDG Transaction". Prior to the SDG Transaction, the Company accounted for its investment in the SDG Acquisition Properties under the equity method of accounting. Since the date of distribution and conveyance, the Company has included the SDG Acquisition Properties in its consolidated financial statements (See Note 16—Acquisitions).

        Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)


Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:

 
  2011   2010  

Assets(1):

             

Properties, net

  $ 4,328,953   $ 5,047,022  

Other assets

    469,039     470,922  
           

Total assets

  $ 4,797,992   $ 5,517,944  
           

Liabilities and partners' capital(1):

             

Mortgage notes payable(2)

  $ 3,896,418   $ 4,617,127  

Other liabilities

    161,827     211,942  

Company's capital

    327,461     349,175  

Outside partners' capital

    412,286     339,700  
           

Total liabilities and partners' capital

  $ 4,797,992   $ 5,517,944  
           

Investment in unconsolidated joint ventures:

             

Company's capital

  $ 327,461   $ 349,175  

Basis adjustment(3)

    700,414     591,903  
           

  $ 1,027,875   $ 941,078  
           

Assets—Investments in unconsolidated joint ventures

  $ 1,098,560   $ 1,006,123  

Liabilities—Distributions in excess of investments in unconsolidated joint ventures

    (70,685 )   (65,045 )
           

  $ 1,027,875   $ 941,078  
           

(1)
These amounts include the assets and liabilities of the following joint ventures as of December 31, 2011 and 2010:

 
  SDG
Macerich
  Pacific
Premier
Retail
LP
  Tysons
Corner LLC
 

As of December 31, 2011:

                   

Total Assets

 
$

12,772
 
$

1,078,226
 
$

339,324
 

Total Liabilities

  $ 226   $ 1,005,479   $ 319,247  

As of December 31, 2010:

                   

Total Assets

 
$

817,995
 
$

1,101,186
 
$

330,117
 

Total Liabilities

  $ 815,884   $ 1,019,513   $ 324,527  
(2)
Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of December 31, 2011 and 2010, a total of $380,354 and $348,658, respectively, could become recourse debt to the Company. As of December 31, 2011 and 2010, the Company

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

(3)
The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $9,257, $7,327 and $9,214 for the years ended December 31, 2011, 2010 and 2009, respectively.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)


Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

 
  SDG
Macerich
  Pacific
Premier
Retail LP
  Tysons
Corner LLC
  Other
Joint
Ventures
  Total  

Year Ended December 31, 2011

                               

Revenues:

                               

Minimum rents

  $ 84,523   $ 133,191   $ 63,950   $ 351,982   $ 633,646  

Percentage rents

    4,742     6,124     2,068     18,491     31,425  

Tenant recoveries

    43,845     55,088     41,286     169,516     309,735  

Other

    3,668     5,248     3,061     37,743     49,720  
                       

Total revenues

    136,778     199,651     110,365     577,732     1,024,526  
                       

Expenses:

                               

Shopping center and operating expenses

    51,037     59,723     34,519     218,981     364,260  

Interest expense

    41,300     50,174     14,237     154,382     260,093  

Depreciation and amortization

    27,837     41,448     20,115     126,267     215,667  
                       

Total operating expenses

    120,174     151,345     68,871     499,630     840,020  
                       

Gain on sale or distribution of assets

    366,312             23,395     389,707  

Gain on early extinguishment of debt

    15,704                 15,704  
                       

Net income

  $ 398,620   $ 48,306   $ 41,494   $ 101,497   $ 589,917  
                       

Company's equity in net income

  $ 204,439   $ 24,568   $ 16,209   $ 49,461   $ 294,677  
                       

Year Ended December 31, 2010

                               

Revenues:

                               

Minimum rents

  $ 90,187   $ 131,204   $ 59,587   $ 354,369   $ 635,347  

Percentage rents

    4,411     5,487     1,585     17,402     28,885  

Tenant recoveries

    44,651     50,626     38,162     183,349     316,788  

Other

    3,653     6,688     2,975     31,428     44,744  
                       

Total revenues

    142,902     194,005     102,309     586,548     1,025,764  
                       

Expenses:

                               

Shopping center and operating expenses

    51,004     55,680     32,025     227,959     366,668  

Interest expense

    46,530     51,796     16,204     155,775     270,305  

Depreciation and amortization

    30,796     38,928     18,745     122,195     210,664  
                       

Total operating expenses

    128,330     146,404     66,974     505,929     847,637  
                       

Gain on sale of assets

    6     468         102     576  

Loss on early extinguishment of debt

        (1,352 )           (1,352 )
                       

Net income

  $ 14,578   $ 46,717   $ 35,335   $ 80,721   $ 177,351  
                       

Company's equity in net income

  $ 7,290   $ 23,972   $ 13,917   $ 34,350   $ 79,529  
                       

Year Ended December 31, 2009

                               

Revenues:

                               

Minimum rents

  $ 92,253   $ 131,785   $ 62,293   $ 310,526   $ 596,857  

Percentage rents

    4,615     5,039     1,353     15,949     26,956  

Tenant recoveries

    48,626     50,074     37,475     152,772     288,947  

Other

    3,774     4,583     2,617     24,183     35,157  
                       

Total revenues

    149,268     191,481     103,738     503,430     947,917  
                       

Expenses:

                               

Shopping center and operating expenses

    56,189     54,722     31,675     189,223     331,809  

Interest expense

    46,686     51,466     15,761     128,755     242,668  

Depreciation and amortization

    30,898     36,345     17,953     113,746     198,942  
                       

Total operating expenses

    133,773     142,533     65,389     431,724     773,419  
                       

Loss on sale of assets

    (931 )           (2,085 )   (3,016 )
                       

Net income

  $ 14,564   $ 48,948   $ 38,349   $ 69,621   $ 171,482  
                       

Company's equity in net income

  $ 7,282   $ 24,894   $ 19,175   $ 16,809   $ 68,160  
                       

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

        Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

5. Derivative Instruments and Hedging Activities:

        The Company recorded other comprehensive income related to the marking-to-market of interest rate agreements of $3,237, $22,160 and $28,028 for the years ended December 31, 2011, 2010 and 2009, respectively. The amount expected to be reclassified to interest expense in the next 12 months is immaterial.

        The following derivative was outstanding at December 31, 2011:

Property/Entity(1)
  Notional
Amount
  Product   Rate   Maturity   Fair
Value
 

Westside Pavilion

    175,000   Cap     5.50 % 6/5/2012      

(1)
See additional disclosure in Note 10—Mortgage Notes Payable.

        The Company had an interest rate swap agreement designated as a hedging instrument with a fair value of $3,237 that was included in other accrued liabilities at December 31, 2010. This instrument expired during the year ended December 31, 2011.

6. Property:

        Property at December 31, 2011 and 2010 consists of the following:

 
  2011   2010  

Land

  $ 1,273,649   $ 1,158,139  

Building improvements

    5,440,394     4,934,391  

Tenant improvements

    442,862     398,556  

Equipment and furnishings

    123,098     124,530  

Construction in progress

    209,732     292,891  
           

    7,489,735     6,908,507  

Less accumulated depreciation

    (1,410,692 )   (1,234,380 )
           

  $ 6,079,043   $ 5,674,127  
           

        Depreciation expense for the years ended December 31, 2011, 2010 and 2009 was $220,392, $201,452 and $215,831, respectively.

        The Company recognized a (loss) gain on the sale of assets of ($423), $497 and $5,275 for the years ended December 31, 2011, 2010 and 2009, respectively.

        During the year ended December 31, 2011, the Company recognized a gain of $1,734 on the purchase of Superstition Springs Land (See Note 16—Acquisitions) in connection with the GGP Exchange (See Note 4—Investments in Unconsolidated Joint Ventures) and a gain of $1,868 on the purchase of a 50% interest in Desert Sky Mall (See Note 16—Acquisitions).

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

6. Property: (Continued)

        During the year ended December 31, 2011, the Company also recorded a loss on impairment of $45,458 due to the reduction in the estimated holding period of certain long-lived assets.

        During the year ended December 31, 2009, the Company recorded a gain of $154,156 on the sale of a 49% interest in Queens Center and a gain of $2,506 on the sale of a 75% interest in FlatIron Crossing. (See Note 4—Investments in Unconsolidated Joint Ventures.)

7. Marketable Securities:

        Marketable Securities at December 31, 2011 and 2010 consists of the following:

 
  2011   2010  

Government debt securities, at par value

  $ 25,147   $ 26,509  

Less discount

    (314 )   (574 )
           

    24,833     25,935  

Unrealized gain

    1,803     2,612  
           

Fair value

  $ 26,636   $ 28,547  
           

        Future contractual maturities of marketable securities at December 31, 2011 are as follows:

1 year or less

  $ 1,378  

2 to 5 years

    23,769  
       

  $ 25,147  
       

        The proceeds from maturities and interest receipts from the marketable securities are restricted to the service of the Greeley Note (See Note 11—Bank and Other Notes Payable).

8. Tenant and Other Receivables, net:

        Included in tenant and other receivables, net, is an allowance for doubtful accounts of $4,626 and $5,411 at December 31, 2011 and 2010, respectively. Also included in tenant and other receivables, net, are accrued percentage rents of $7,583 and $5,827 at December 31, 2011 and 2010, respectively.

        Included in tenant and other receivables, net, are the following notes receivable:

        On March 31, 2006, the Company received a note receivable that is secured by a deed of trust, bears interest at 5.5% and matures on March 31, 2031. At December 31, 2011 and 2010, the note had a balance of $8,743 and $8,992, respectively.

        On January 1, 2008, in connection with the redemption of participating preferred units then outstanding, the Company received an unsecured note receivable of $11,763 that bore interest at 9.0%. The note was paid off in full on June 30, 2010.

        On August 18, 2009, the Company received a note receivable from J&R Holdings XV, LLC ("Pederson") that bears interest at 11.55% and matures on December 31, 2013. Pederson is considered a related party because it has an ownership interest in Promenade at Casa Grande. The note is secured

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

8. Tenant and Other Receivables, net: (Continued)

by Pederson's interest in Promenade at Casa Grande. Interest income on the note was $413 and $138 for the years ended December 31, 2011 and 2010, respectively. The balance on the note at December 31, 2011 and 2010 was $3,445.

9. Deferred Charges And Other Assets, net:

        Deferred charges and other assets, net at December 31, 2011 and 2010 consist of the following:

 
  2011   2010  

Leasing

  $ 281,340   $ 189,853  

Financing

    40,638     57,564  

Intangible assets(1):

             

In-place lease values

    121,320     99,328  

Leasing commissions and legal costs

    32,242     29,088  

Other assets

    198,596     152,167  
           

    674,136     528,000  

Less accumulated amortization(2)

    (190,373 )   (211,031 )
           

  $ 483,763   $ 316,969  
           

(1)
The estimated amortization of these intangible assets for the next five years and thereafter is as follows:

Year Ending December 31,
   
 

2012

  $ 22,431  

2013

    15,399  

2014

    10,787  

2015

    7,841  

2016

    6,037  

Thereafter

    34,121  
       

  $ 96,616  
       
(2)
Accumulated amortization includes $56,946 and $60,859 relating to intangible assets at December 31, 2011 and 2010, respectively. Amortization expense for intangible assets was $15,492, $14,886 and $19,815 for the years ended December 31, 2011, 2010 and 2009, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

9. Deferred Charges And Other Assets, net: (Continued)

        The allocated values of above-market leases included in deferred charges and other assets, net and below-market leases included in other accrued liabilities at December 31, 2011 and 2010 consist of the following:

 
  2011   2010  

Above-Market Leases

             

Original allocated value

  $ 97,297   $ 50,615  

Less accumulated amortization

    (39,057 )   (36,935 )
           

  $ 58,240   $ 13,680  
           

Below-Market Leases

             

Original allocated value

  $ 156,778   $ 121,813  

Less accumulated amortization

    (91,400 )   (83,780 )
           

  $ 65,378   $ 38,033  
           

        The allocated values of above and below-market leases will be amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The estimated amortization of these values for the next five years and thereafter is as follows:

Year Ending December 31,
  Above
Market
  Below
Market
 

2012

  $ 10,745   $ 15,739  

2013

    8,864     13,165  

2014

    7,378     11,505  

2015

    6,053     9,521  

2016

    4,536     7,533  

Thereafter

    20,664     7,915  
           

  $ 58,240   $ 65,378  
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

10. Mortgage Notes Payable:

        Mortgage notes payable at December 31, 2011 and 2010 consist of the following:

 
  Carrying Amount of Mortgage Notes(1)    
   
   
 
 
  2011   2010    
   
   
 
 
  Interest
Rate(2)
  Monthly
Debt
Service(3)
  Maturity
Date(4)
 
 
  Related Party   Other   Related Party   Other  

Capitola Mall(5)

  $   $   $ 33,459   $       $      

Chandler Fashion Center(6)

        155,489         159,360     5.50 %   1,043     2012  

Chesterfield Towne Center(7)

                50,462              

Danbury Fair Mall(8)

    122,382     122,381     109,657     109,657     5.53 %   1,538     2020  

Deptford Mall

        172,500         172,500     5.41 %   778     2013  

Deptford Mall

        15,030         15,248     6.46 %   101     2016  

Eastland Mall(9)

        168,000             5.79 %   811     2016  

Fashion Outlets of Niagara(10)

        129,025             4.89 %   727     2020  

Fiesta Mall

        84,000         84,000     4.98 %   341     2015  

Flagstaff Mall

        37,000         37,000     5.03 %   153     2015  

Freehold Raceway Mall(6)

        232,900         232,900     4.20 %   805     2018  

Fresno Fashion Fair

    81,733     81,734     82,791     82,792     6.76 %   1,104     2015  

Great Northern Mall

        37,256         38,077     5.19 %   234     2013  

Hilton Village(11)

                8,581              

La Cumbre Plaza(12)

                23,113              

Northgate, The Mall at(13)

        38,115         38,115     7.00 %   191     2015  

Oaks, The(14)

        257,264         257,264     2.26 %   433     2013  

Pacific View(15)

                84,096              

Paradise Valley Mall(16)

        84,000         85,000     6.30 %   406     2014  

Prescott Gateway(17)

        60,000         60,000     5.86 %   289     2011  

Promenade at Casa Grande(18)

        76,598         79,104     5.21 %   287     2013  

Rimrock Mall(19)

                40,650              

Salisbury, Center at

        115,000         115,000     5.83 %   555     2016  

SanTan Village Regional Center(20)

        138,087         138,087     2.69 %   273     2013  

Shoppingtown Mall(21)

                39,675              

South Plains Mall

        102,760         104,132     6.55 %   648     2015  

South Towne Center

        86,525         87,726     6.39 %   554     2015  

Towne Mall

        12,801         13,348     4.99 %   100     2012  

Tucson La Encantada(22)

    75,315         76,437         5.84 %   448     2012  

Twenty Ninth Street(23)

        107,000         106,244     3.12 %   259     2016  

Valley Mall(24)

        43,543             5.85 %   280     2016  

Valley River Center

        120,000         120,000     5.59 %   558     2016  

Valley View Center(25)

        125,000         125,000     5.72 %   596     2011  

Victor Valley, Mall of(26)

        97,000         100,000     2.13 %   151     2013  

Vintage Faire Mall(27)

        135,000         135,000     3.56 %   368     2015  

Westside Pavilion(28)

        175,000         175,000     2.53 %   331     2013  

Wilton Mall(29)

        40,000         40,000     1.28 %   32     2013  
                                     

  $ 279,430   $ 3,049,008   $ 302,344   $ 2,957,131                    
                                     

(1)
The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

10. Mortgage Notes Payable: (Continued)

Property Pledged as Collateral
  2011   2010  

Deptford Mall

  $ (25 ) $ (30 )

Fashion Outlets of Niagara

    8,198      

Great Northern Mall

    (55 )   (82 )

Hilton Village

        (19 )

Shoppingtown Mall

        482  

Towne Mall

    88     183  

Valley Mall

    (365 )    
           

  $ 7,841   $ 534  
           
(2)
The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

(3)
The payment term represents the monthly payment of principal and interest.

(4)
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5)
On March 15, 2011, the loan was paid off in full.

(6)
A 49.9% interest in the loan has been assumed by a third party in connection with a co-venture arrangement with that unrelated party. See Note 12—Co-Venture Arrangement.

(7)
On February 1, 2011, the loan was paid off in full. As a result of the pay-off of the debt, the Company recognized a loss on early extinguishment of debt of $9,133, which included a $9,000 prepayment penalty and $133 of unamortized financing costs then outstanding.

(8)
On February 23, 2011 and November 28, 2011, the Company exercised options to borrow an additional $20,000 and $10,000, respectively.

(9)
On December 31, 2011, the Company acquired Eastland Mall as part of the SDG Transaction (See Note 16—Acquisitions). In connection with the transaction, the Company assumed the loan on the property with a fair value of $168,000 that bears interest at an effective rate of 5.79% and matures on June 1, 2016.

(10)
On July 22, 2011, the Company purchased the Fashion Outlets of Niagara (See Note 16—Acquisitions). In connection with the acquisition, the Company assumed the loan on the property with a fair value of $130,005 that bears interest at an effective rate of 4.89% and matures on October 6, 2020.

(11)
On September 30, 2011, the loan was paid off in full.

(12)
On December 9, 2011, the loan was paid off in full.

(13)
The loan bears interest at LIBOR plus 4.50% with a total interest rate floor of 6.0% and matures on January 1, 2013, with two one-year extension options. The loan also includes options for additional borrowings of up to $20,000 depending on certain conditions. The total interest rate was 7.00% at December 31, 2011 and 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

10. Mortgage Notes Payable: (Continued)

(14)
The loan bears interest at LIBOR plus 1.75% and matures on July 10, 2012 with an additional one-year extension option. At December 31, 2011 and 2010, the total interest rate was 2.26% and 2.50%, respectively.

(15)
On June 1, 2011, the loan was paid off in full.

(16)
The loan bears interest at LIBOR plus 4.0% with a total interest rate floor of 5.50% and matures on August 31, 2012 with two one-year extension options. At December 31, 2011 and 2010, the total interest rate was 6.30%.

(17)
As of December 1, 2011, the loan was in maturity default. The Company is negotiating with the lender and the outcome is uncertain at this time. The loan is nonrecourse to the Company.

(18)
The loan bears interest at LIBOR plus 4.0% with a LIBOR rate floor of 0.50% and matures on December 30, 2013. At December 31, 2011 and 2010, the total interest rate was 5.21%.

(19)
On July 1, 2011, the loan was paid off in full.

(20)
The loan bears interest at LIBOR plus 2.10% and matures on June 13, 2012, with a one-year extension option. At December 31, 2011 and 2010, the total interest rate was 2.69% and 2.94%, respectively.

(21)
On December 30, 2011, the Company conveyed the property to the lender by a deed-in-lieu of foreclosure. As a result, the Company has been discharged from the non-recourse loan. (See Note 17—Discontinued Operations).

(22)
On February 1, 2012, the Company replaced the existing loan on the property with a new $75,135 loan that bears interest at 4.22% and matures on March 1, 2022.

(23)
On January 18, 2011, the Company replaced the existing loan on the property with a new $107,000 loan that bears interest at LIBOR plus 2.63% and matures on January 18, 2016. At December 31, 2011, the total interest rate was 3.12%.

(24)
On December 31, 2011, the Company acquired Valley Mall as part of the SDG Transaction (See Note 16—Acquisitions). In connection with the transaction, the Company assumed the loan on the property with a fair value of $43,543 that bears interest at an effective rate of 5.85% and matures on June 1, 2016.

(25)
On July 15, 2010, a court appointed receiver assumed operational control and managerial responsibility for Valley View Center. The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and is expected to be completed in the near future. Although the Company is no longer funding any cash shortfall, it will continue to record the operations of the property until the title for the Center is transferred and its obligation for the loan is discharged. Once title to the Center is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets. The loan is non-recourse to the Company.

(26)
The loan bears interest at LIBOR plus 1.60% and was due to mature on May 6, 2012, with a one-year extension option. At December 31, 2011 and 2010, the total interest rate on the loan was 2.13% and 6.94%, respectively.

(27)
The loan bears interest at LIBOR plus 3.0% and matures on April 27, 2015. At December 31, 2011 and 2010, the total interest rate was 3.56% and 8.37%, respectively.

(28)
The loan bears interest at LIBOR plus 2.00% and matures on June 5, 2012 with a one-year extension option. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 5.50%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

10. Mortgage Notes Payable: (Continued)

(29)
The loan bears interest at LIBOR plus 0.675% and matures on August 1, 2013. As additional collateral for the loan, the Company is required to maintain a deposit of $40,000 with the lender, which has been included in restricted cash. The interest on the deposit is not restricted. At December 31, 2011 and 2010, the total interest rate on the loan was 1.28% and 1.26%, respectively.

        Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

        The Company expects all loan maturities during the next twelve months, except Valley View Center and Prescott Gateway, will be refinanced, restructured, extended and/or paid-off from the Company's line of credit or with cash on hand.

        Total interest expense capitalized during the years ended December 31, 2011, 2010 and 2009 was $11,905, $25,664 and $21,294, respectively.

        Related party mortgage notes payable are amounts due to affiliates of NML. See Note 20—Related-Party Transactions for interest expense associated with loans from NML.

        The fair value of mortgage notes payable at December 31, 2011 and 2010 was $3,477,483 and $3,438,674, respectively, based on current interest rates for comparable loans. The method for computing fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

        The future maturities of mortgage notes payable are as follows:

2012

  $ 442,005  

2013

    1,007,720  

2014

    106,275  

2015

    642,423  

2016

    573,078  

Thereafter

    549,096  
       

    3,320,597  

Debt premium, net

    7,841  
       

  $ 3,328,438  
       

        The future maturities reflected above reflect the extension options that the Company believes will be exercised.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

11. Bank and Other Notes Payable:

        Bank and other notes payable consist of the following:

        On March 16, 2007, the Company issued $950,000 in Senior Notes that are to mature on March 15, 2012. The Senior Notes bear interest at 3.25%, payable semiannually, are senior to unsecured debt of the Company and are guaranteed by the Operating Partnership. Prior to December 14, 2011, upon the occurrence of certain specified events, the Senior Notes were convertible at the option of the holder into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the election of the Company, at an initial conversion rate of 8.9702 shares per $1 principal amount. The conversion right was not exercised prior to December 14, 2011. On and after December 15, 2011, the Senior Notes are convertible at any time prior to the second business day preceding the maturity date at the option of the holder at the initial conversion rate. The initial conversion price of approximately $111.48 per share represented a 20% premium over the closing price of the Company's common stock on March 12, 2007. In addition, the Senior Notes are covered by two capped calls that effectively increased the conversion price of the Senior Notes to approximately $130.06, which represents a 40% premium to the March 12, 2007 closing price of $92.90 per common share of the Company. The initial conversion rate is subject to adjustment under certain circumstances. Holders of the Senior Notes do not have the right to require the Company to repurchase the Senior Notes prior to maturity except in connection with the occurrence of certain fundamental change transactions.

        During the years ended December 31, 2011, 2010 and 2009, the Company repurchased and retired $180,314, $18,468 and $89,065, respectively, of the Senior Notes for $180,792, $18,283 and $54,135, respectively, and recorded a (loss) gain on the early extinguishment of debt of ($1,449), ($489) and $29,824, respectively. The repurchases were funded by borrowings under the Company's line of credit and/or from cash proceeds from the Company's April 2010 common stock offering.

        The carrying value of the Senior Notes at December 31, 2011 and 2010 was $437,788 and $606,971, respectively, which included an unamortized discount of $1,530 and $12,661, respectively. The unamortized discount is amortized into interest expense over the term of the Senior Notes in a manner that approximates the effective interest method. As of December 31, 2011 and 2010, the effective interest rate was 5.41%. The fair value of the Senior Notes at December 31, 2011 and 2010 was $437,788 and $619,632, respectively, based on the quoted market price on each date.

        The Company had a $1,500,000 revolving line of credit that bore interest at LIBOR plus a spread of 0.75% to 1.10% that matured on April 25, 2011. On May 2, 2011, the Company obtained a new $1,500,000 revolving line of credit that bears interest at LIBOR plus a spread of 1.75% to 3.0% depending on the Company's overall leverage and matures on May 2, 2015 with a one-year extension option. Based on the Company's current leverage levels, the borrowing rate on the new facility is LIBOR plus 2.0%. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2,000,000 less the outstanding balance of the $125,000 unsecured term loan as described below. As of December 31, 2011, borrowings under the line of credit were $290,000 at an average

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

11. Bank and Other Notes Payable: (Continued)

interest rate of 2.96%. The fair value of the line of credit at December 31, 2011 was $292,366 based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

        On April 25, 2005, the Company obtained a five-year, $450,000 term loan that bore interest at LIBOR plus 1.50%. The loan was paid off during the year ended December 31, 2009 from the proceeds of sales of ownership interests in Queens Center and FlatIron Crossing (See Note 4—Investments in Unconsolidated Joint Ventures) and through additional borrowings under the Company's line of credit.

        On December 8, 2011, the Company obtained a seven-year, $125,000 unsecured term loan under the line of credit that bears interest at LIBOR plus a spread of 1.95% to 3.20% depending on the Company's overall leverage and matures on December 8, 2018. Based on the Company's current leverage levels, the borrowing rate is LIBOR plus 2.20%. As of December 31, 2011, the total interest rate was 2.42%. The fair value of the term loan at December 31, 2011 was $120,019 based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

        On July 27, 2006, concurrent with the sale of Greeley Mall, the Company provided marketable securities to replace Greeley Mall as collateral for the mortgage note payable on the property (See Note 7—Marketable Securities). As a result of this transaction, the mortgage note payable was reclassified to bank and other notes payable. This note bears interest at an effective rate of 6.34% and matures in September 2013. At December 31, 2011 and 2010, the Greeley note had a balance outstanding of $24,848 and $25,624, respectively. The fair value of the note at December 31, 2011 and 2010 was $26,510 and $23,967, respectively, based on current interest rates for comparable loans. The method for computing fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the collateral for the underlying debt.

        As of December 31, 2011 and 2010, the Company was in compliance with all applicable financial loan covenants.

        The future maturities of bank and other notes payable are as follows:

2012

  $ 440,139  

2013

    24,027  

2016

    290,000  

Thereafter

    125,000  
       

    879,166  

Debt discount

    (1,530 )
       

  $ 877,636  
       

        The future maturities reflected above reflect an extension option that the Company believes will be exercised.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

12. Co-Venture Arrangement:

        On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9% interest in Freehold Raceway Mall and Chandler Fashion Center. As part of this transaction, the Company issued a warrant in favor of the third party to purchase 935,358 shares of common stock of the Company at an exercise price of $46.68 per share. See "Warrants" in Note 15—Stockholders' Equity. The Company received approximately $174,650 in cash proceeds for the overall transaction, of which $6,496 was attributed to the warrants. The Company used the proceeds from this transaction to pay down the line of credit and for general corporate purposes.

        As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the venture formation, the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The transaction has been accounted for as a profit-sharing arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation was established for the amount of $168,154, representing the net cash proceeds received from the third party less costs allocated to the warrant. The co-venture obligation is increased for the allocation of income to the co-venture partner and decreased for distributions to the co-venture partner. The co-venture obligation was $125,171 and $160,270 at December 31, 2011 and 2010, respectively.

13. Noncontrolling Interests:

        The Company allocates net income of the Operating Partnership based on the weighted average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 92% ownership interest in the Operating Partnership as of December 31, 2011 and 2010. The remaining 8% limited partnership interest as of December 31, 2011 and 2010 was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date. Accordingly, as of December 31, 2011 and 2010, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $554,341 and $538,794, respectively.

        The Company issued common and preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or shares of the Company's stock at the Company's option, and they are classified as permanent equity.

        Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.

        The outside ownership interests in the Company's joint venture in Shoppingtown Mall had a purchase option for $11,366. Due to the redemption feature of the ownership interest in Shoppingtown

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Noncontrolling Interests: (Continued)

Mall, these noncontrolling interests were included in temporary equity. The Company exercised its right to redeem the outside ownership interests in the partnership in cash and the redemption closed on September 14, 2011.

14. Cumulative Convertible Redeemable Preferred Stock:

        On February 25, 1998, the Company issued 3,627,131 shares of Series A cumulative convertible redeemable preferred stock ("Series A Preferred Stock") for proceeds totaling $100,000 in a private placement. The preferred stock was convertible on a one-for-one basis into common stock and paid a quarterly dividend equal to the greater of $0.46 per share, or the dividend then payable on a share of common stock.

        On October 18, 2007, the holder of the Series A Preferred Stock converted 560,000 shares to common shares. On May 6, 2008, the holder of the Series A Preferred Stock converted 684,000 shares to common shares. On May 8, 2008, the holder of the Series A Preferred Stock converted 1,338,860 shares to common shares. On September 17, 2008, the holder of the Series A Preferred Stock converted the remaining 1,044,271 shares to common shares.

15. Stockholders' Equity:

        On June 22, 2009, the Company issued 2,236,954 common shares to its common stockholders and OP Unit holders in connection with a declaration of a quarterly dividend of $0.60 per share of common stock to holders of record on May 11, 2009, consisting of a combination of cash and shares of the Company's common stock. The cash component of the dividend (not including cash paid in lieu of fractional shares) was 10% in the aggregate, or $0.06 per share, with the balance paid in shares of the Company's common stock.

        On September 21, 2009, the Company issued 1,658,023 common shares to its common stockholders and OP Unit holders in connection with a declaration of a quarterly dividend of $0.60 per share of common stock to holders of record on August 12, 2009, consisting of a combination of cash and shares of the Company's common stock. The cash component of the dividend (not including cash paid in lieu of fractional shares) was 10% in the aggregate, or $0.06 per share, with the balance paid in shares of the Company's common stock.

        On December 21, 2009, the Company issued 1,817,951 common shares to its common stockholders and OP Unit holders in connection with a declaration of a quarterly dividend of $0.60 per share of common stock to holders of record on November 12, 2009, consisting of a combination of cash and shares of the Company's common stock. The cash component of the dividend (not including cash paid in lieu of fractional shares) was 10% in the aggregate, or $0.06 per share, with the balance paid in shares of the Company's common stock.

        On March 22, 2010, the Company issued 1,449,542 common shares to its common stockholders and OP Unit holders in connection with a declaration of a quarterly dividend of $0.60 per share of common stock to holders of record on February 16, 2010, consisting of a combination of cash and shares of the Company's common stock. The cash component of the dividend (not including cash paid

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

15. Stockholders' Equity: (Continued)

in lieu of fractional shares) was 10% in the aggregate, or $0.06 per share, with the balance paid in shares of the Company's common stock.

        In accordance with the provisions of Internal Revenue Service Revenue Procedure 2009-15 and 2010-12, stockholders were asked to make an election to receive the dividends all in cash or all in shares. To the extent that more than 10% of cash was elected in the aggregate, the cash portion was prorated. Stockholders who elected to receive the dividends in cash received a cash payment of at least $0.06 per share. Stockholders who did not make an election received 10% in cash and 90% in shares of common stock. The number of shares issued on June 22, 2009 as a result of the dividend was calculated based on the volume weighted average trading prices of the Company's common stock on the New York Stock Exchange on June 10, 2009 through June 12, 2009 of $19.9927. The number of shares issued on September 21, 2009 as a result of the dividend was calculated based on the volume weighted average trading prices of the Company's common stock on the New York Stock Exchange on September 9, 2009 through September 11, 2009 of $28.51. The number of shares issued on December 21, 2009 as a result of the dividend was calculated based on the volume weighted average trading prices of the Company's common stock on the New York Stock Exchange on December 9, 2009 through December 11, 2009 of $30.16. The number of shares issued on March 22, 2010 as a result of the dividend was calculated based on the volume weighted average trading prices of the Company's common stock on the New York Stock Exchange on March 10, 2010 through March 12, 2010 of $38.53.

        On September 3, 2009, the Company issued three warrants in connection with the sale of a 75% ownership interest in FlatIron Crossing. (See Note 4—Investments in Unconsolidated Joint Ventures.) The warrants provide for a purchase in the aggregate of 1,250,000 shares of the Company's common stock. The warrants were valued at $8,068 and recorded as a credit to additional paid-in capital. Each warrant had a three-year term and was immediately exercisable upon its issuance. In May 2010, the warrants were exercised pursuant to the holders' net issue exercise request and the Company elected to deliver a cash payment of $17,589 in exchange for the warrants.

        On September 30, 2009, the Company issued a warrant in connection with its formation of a co-venture to own and operate Freehold Raceway Mall and Chandler Fashion Center. (See Note 12—Co-Venture Arrangement.) The warrant provides for the purchase of 935,358 shares of the Company's common stock. The warrant was valued at $6,496 and recorded as a credit to additional paid-in capital. The warrant was immediately exercisable upon its issuance and will expire 30 days after the refinancing or repayment of each loan encumbering the Centers has closed. The warrant has an exercise price of $46.68 per share, with such price subject to anti-dilutive adjustments. The warrant allows for either gross or net issue settlement at the option of the warrant holder. In the event that the warrant holder elects a net issue settlement, the Company may elect to settle the warrant in cash or shares; provided, however, that in the event the Company elects to deliver cash, the holder may elect to instead have the exercise of the warrant satisfied in shares. In addition, the Company has entered into a registration rights agreement with the warrant holders requiring the Company to provide certain registration rights regarding the resale of shares of common stock underlying the warrant. In December 2011, holders requested a net issue exercise of 311,786 shares of the warrant and the Company elected to deliver a cash payment of $1,278 in exchange for the portion of the warrant exercised.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

15. Stockholders' Equity: (Continued)

        The issuance of the warrants was exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), pursuant to Section 4(2) of the Securities Act. Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.

        On October 27, 2009, the Company completed an offering of 12,000,000 newly issued shares of its common stock, as well as an additional 1,800,000 newly issued shares of common stock in connection with the underwriters' exercise of its over-allotment option. The net proceeds of the offering, after giving effect to the issuance and sale of all 13,800,000 shares of common stock at an initial price to the public of $29.00 per share, were approximately $383,450 after deducting underwriting discounts, commissions and other transaction costs. The Company used the net proceeds of the offering to pay down its line of credit.

        On April 20, 2010, the Company completed an offering of 30,000,000 newly issued shares of its common stock and on April 23, 2010 issued an additional 1,000,000 newly issued shares of common stock in connection with the underwriters' exercise of its over-allotment option. The net proceeds of the offering, after giving effect to the issuance and sale of all 31,000,000 shares of common stock at an initial price to the public of $41.00 per share, were approximately $1,220,829 after deducting underwriting discounts, commissions and other transaction costs. The Company used the net proceeds of the offering to pay down its line of credit in full, reduce certain property indebtedness and for general corporate purposes.

16. Acquisitions:

        On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall, an 893,863 square foot regional shopping center in Phoenix, Arizona, that it did not own for $27,625. The acquisition was completed in order to gain 100% ownership and control over this well located asset. The purchase price was funded by a cash payment of $1,875 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25,750. Concurrent with the purchase of the partnership interest, the Company paid off the $51,500 loan on the property. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Desert Sky Mall.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

16. Acquisitions: (Continued)

        The following is a summary of the allocation of the fair value of Desert Sky Mall:

Property

  $ 46,603  

Deferred charges, net

    5,474  

Cash and cash equivalents

    6,057  

Tenant receivables

    202  

Other assets, net

    4,481  
       

Total assets acquired

    62,817  
       

Mortgage note payable

    51,500  

Accounts payable

    33  

Other accrued liabilities

    3,017  
       

Total liabilities assumed

    54,550  
       

Fair value of acquired net assets (at 100% ownership)

  $ 8,267  
       

        The Company determined that the purchase price represented the fair value of the additional ownership interest in Desert Sky Mall that was acquired. Accordingly, the Company also determined that the fair value of the acquired ownership interest in Desert Sky Mall equaled the fair value of the Company's existing ownership interest.

Fair value of existing ownership interest (at 50% ownership)

  $ 4,164  

Carrying value of investment in Desert Sky Mall

    (2,296 )
       

Gain on remeasurement

  $ 1,868  
       

        The Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property).

        Since the date of acquisition, the Company has included Desert Sky Mall in its consolidated financial statements. Desert Sky Mall has generated incremental revenue of $9,235 and incremental expense of $8,171.

        On June 3, 2011, the Company acquired the additional 50% ownership interest in Superstition Springs Land that it did not own in connection with the GGP Exchange (See Note 4—Investments in Unconsolidated Joint Ventures). Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Land under the equity method. As a result of this transaction, the Company obtained 100% ownership of the land.

        The Company recorded the fair value of Superstition Springs Land at $12,914. As a result of obtaining control of this property, the Company recognized a gain of $1,734, which is included in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property). Since the date of acquisition, the Company has included Superstition Springs Land in its consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

16. Acquisitions: (Continued)

        On July 22, 2011, the Company acquired the Fashion Outlets of Niagara, a 529,059 square foot outlet center in Niagara Falls, New York. The initial purchase price of $200,000 was funded by a cash payment of $78,579 and the assumption of the mortgage note payable with a carrying value of $121,421 and a fair value of $130,006. The cash purchase price was funded from borrowings under the Company's line of credit.

        The purchase and sale agreement includes contingent consideration based on the performance of the Fashion Outlets of Niagara from the acquisition date through July 21, 2014 that could increase the purchase price from the initial $200,000 up to a maximum of $218,667. The Company estimated the fair value of the contingent consideration as of December 31, 2011 to be $14,786, which has been included in other accrued liabilities as part of the fair value of the total liabilities assumed.

        The following is a summary of the allocation of the fair value of the Fashion Outlets of Niagara:

Property

  $ 228,720  

Restricted cash

    5,367  

Deferred charges

    10,383  

Other assets, net

    3,090  
       

Total assets acquired

    247,560  
       

Mortgage note payable

    130,006  

Accounts payable

    231  

Other accrued liabilities

    38,037  
       

Total liabilities assumed

    168,274  
       

Fair value of acquired net assets

  $ 79,286  
       

        The Company determined that the purchase price, including the estimated fair value of contingent consideration, represented the fair value of the assets acquired and liabilities assumed.

        Since the date of acquisition, the Company has included the Fashion Outlets of Niagara in its consolidated financial statements. The Fashion Outlets of Niagara has generated incremental revenue of $11,021 and incremental expense of $11,961.

        On December 31, 2011, the Company acquired the SDG Acquisition Properties as a result of the SDG Transaction. The Company completed the SDG Transaction in order to gain 100% control of the SDG Acquisition Properties. In connection with the acquisition, the Company assumed the mortgage notes payable on Eastland Mall and Valley Mall. Prior to the acquisition, the Company had accounted for its investment in SDG Macerich under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of the SDG Acquisition Properties.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

16. Acquisitions: (Continued)

        The following is a summary of the allocation of the fair value of the SDG Acquisition Properties:

Property

  $ 371,344  

Tenant receivables

    10,048  

Deferred charges

    30,786  

Other assets, net

    32,826  
       

Total assets acquired

    445,004  
       

Mortgage notes payable

    211,543  

Accounts payable

    10,416  

Other accrued liabilities

    18,578  
       

Total liabilities assumed

    240,537  
       

Fair value of acquired net assets

  $ 204,467  
       

        The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

        On April 29, 2011, the Company purchased a fee interest in a freestanding Kohl's store at Capitola Mall for $28,500. The purchase price was paid from cash on hand.

17. Discontinued Operations:

        In June 2009, the Company recorded an impairment charge of $25,958, as it relates to the fee and/or ground leasehold interests in five former Mervyn's stores due to the anticipated loss on the sale of these properties in July 2009. The Company subsequently sold the properties in July 2009 for $52,689, resulting in an additional $456 loss related to transaction costs. The Company used the proceeds from the sales to pay down the Company's term loan and for general corporate purposes.

        In June 2009, the Company recorded an impairment charge of $1,037 related to the anticipated loss on the sale of Village Center, a 170,801 square foot urban village property, in July 2009. The Company subsequently sold the property on July 14, 2009 for $11,912 in total proceeds, resulting in a gain of $144 related to a change in estimate in transaction costs. The Company used the proceeds from the sale to pay down the term loan and for general corporate purposes.

        On September 29, 2009, the Company sold a leasehold interest in a former Mervyn's store for $4,510, resulting in a gain on sale of $4,087. The Company used the proceeds from the sale to pay down the Company's line of credit and for general corporate purposes.

        On March 4, 2011, the Company sold a former Mervyn's store in Santa Fe, New Mexico, for $3,732, resulting in a loss of $1,913. The proceeds from the sale were used for general corporate purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

17. Discontinued Operations: (Continued)

        On June 3, 2011, the Company disposed of six anchor stores at centers not owned by the Company (collectively referred to as the "GGP Anchor Stores"), including five former Mervyn's stores, as part of the GGP Exchange (See Note 4—Investments in Unconsolidated Joint Ventures). The Company determined that the fair value received in exchange for the GGP Anchor Stores was equal to their carrying value.

        On October 14, 2011, the Company sold a former Mervyn's store in Salt Lake City, Utah for $8,061, resulting in a gain of $3,783. The proceeds from the sale were used for general corporate purposes.

        On November 30, 2011, the Company sold a former Mervyn's store in West Valley City, Utah for $2,300, resulting in a loss of $200. The proceeds from the sale were used for general corporate purposes.

        In June 2011, the Company recorded an impairment charge of $35,729 related to Shoppingtown Mall. As a result of the maturity default on the mortgage note payable (See Note 10—Mortgage Notes Payable) and the corresponding reduction of the estimated holding period, the Company wrote down the carrying value of the long-lived assets to its estimated fair value of $38,968. The Company had classified the estimated fair value as a Level 3 measurement due to the highly subjective nature of computation, which involve estimates of holding period, market conditions, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital improvements.

        On December 30, 2011, the Company conveyed Shoppingtown Mall to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized an additional $3,929 loss on the disposal of the property.

        During the fourth quarter 2009, the Company sold five non-core community centers for $71,275, resulting in an aggregate loss on sale of $16,933. The Company used the proceeds from the sale to pay down the Company's line of credit and for general corporate purposes.

        The Company has classified the results of operations and gain or loss on sale for all of the above dispositions as discontinued operations for the years ended December 31, 2011, 2010 and 2009.

        Revenues from discontinued operations were $12,052, $15,166 and $25,686 for the years ended December 31, 2011, 2010 and 2009, respectively. Loss from discontinued operations, including the net loss from disposition of assets, was $40,156, $3,126 and $41,984 for the years ended December 31, 2011, 2010 and 2009, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

18. Future Rental Revenues:

        Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company:

Year Ending December 31,
   
 

2012

  $ 423,290  

2013

    371,049  

2014

    328,355  

2015

    289,347  

2016

    251,328  

Thereafter

    813,711  
       

  $ 2,477,080  
       

19. Commitments and Contingencies:

        The Company has certain properties subject to non-cancelable operating ground leases. The leases expire at various times through 2107, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. Ground rent expenses were $8,607, $6,494 and $7,818 for the years ended December 31, 2011, 2010 and 2009, respectively. No contingent rent was incurred for the years ended December 31, 2011, 2010 or 2009.

        Minimum future rental payments required under the leases are as follows:

Year Ending December 31,
   
 

2012

  $ 14,641  

2013

    14,774  

2014

    13,584  

2015

    12,441  

2016

    12,475  

Thereafter

    778,808  
       

  $ 846,723  
       

        As of December 31, 2011 and 2010, the Company was contingently liable for $19,721 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

        The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the agreement. At December 31, 2011, the Company had $2,131 in outstanding obligations, which it believes will be settled in 2012.

        A putative class action complaint was filed on September 1, 2010 involving a single plaintiff based on alleged wage and hour violations. The parties reached a court approved settlement on December 9, 2011, which was not material to the Company's Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

20. Related-Party Transactions:

        Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures for the years ended December 31:

 
  2011   2010   2009  

Management Fees

  $ 26,838   $ 26,781   $ 24,323  

Development and Leasing Fees

    9,955     11,488     9,228  
               

  $ 36,793   $ 38,269   $ 33,551  
               

        Certain mortgage notes on the properties are held by NML (See Note 10—Mortgage Notes Payable). Interest expense in connection with these notes was $16,743, $14,254 and $19,413 for the years ended December 31, 2011, 2010 and 2009, respectively. Included in accounts payable and accrued expenses is interest payable to these partners of $1,379 and $1,439 at December 31, 2011 and 2010, respectively.

        As of December 31, 2011 and 2010, the Company had loans to unconsolidated joint ventures of $3,995 and $3,095, respectively. Interest income associated with these notes was $276, $184 and $46 for the years ended December 31, 2011, 2010 and 2009, respectively. These loans represent initial funds advanced to development stage projects prior to construction loan funding. Correspondingly, loan payables in the same amount have been accrued as an obligation by the various joint ventures.

        Due from affiliates of $3,387 and $6,599 at December 31, 2011 and 2010, respectively, represents unreimbursed costs and fees due from unconsolidated joint ventures under management agreements.

21. Share and Unit-Based Plans:

        The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees.

        The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and operating partnership units or other convertible or exchangeable units. As of December 31, 2011, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on certain performance criteria for the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 13,825,428 shares. As of December 31, 2011, there were 7,827,542 shares available for issuance under the 2003 Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Share and Unit-Based Plans: (Continued)

        The value of the stock awards was determined by the market price of the common stock on the date of the grant. The following table summarizes the activity of non-vested stock awards during the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Shares   Weighted
Average
Grant Date
Fair Value
  Shares   Weighted
Average
Grant Date
Fair Value
  Shares   Weighted
Average
Grant Date
Fair Value
 

Balance at beginning of year

    63,351   $ 53.69     126,137   $ 69.53     275,181   $ 74.68  

Granted

    11,350     48.47     11,664     38.58     6,500     8.21  

Vested

    (53,571 )   57.36     (74,143 )   78.48     (155,077 )   76.09  

Forfeited

            (307 )   61.17     (467 )   70.19  
                                 

Balance at end of year

    21,130   $ 40.68     63,351   $ 53.69     126,137   $ 69.53  
                                 

        The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the outstanding stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
 

Balance at beginning of year

    1,038,549   $ 7.17     1,567,597   $ 7.17       $  

Granted

    64,463     48.36             1,600,002     7.17  

Vested

    (519,272 )   7.17     (529,048 )   7.17     (32,405 )   7.17  

Forfeited

    (7,400 )   12.35                  
                                 

Balance at end of year

    576,340   $ 11.71     1,038,549   $ 7.17     1,567,597   $ 7.17  
                                 

        The SARs vested on March 15, 2011. The executives have up to 10 years from the grant date to exercise the SARs. Upon exercise, the executives will receive unrestricted common shares for the appreciation in value of the SARs from the grant date to the exercise date. The Company measured the grant date value of each SAR to be $7.68 using the Black-Scholes Option Pricing Model based upon the following assumptions: volatility of 22.52%, dividend yield of 5.23%, risk free rate of 3.15%, current value of $61.17 and an expected term of 8 years. The assumptions for volatility and dividend yield were based on the Company's historical experience as a publicly traded company, the current value was based on the closing price on the date of grant and the risk free rate was based upon the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Share and Unit-Based Plans: (Continued)

interest rate of the 10-year Treasury bond on the date of grant. The following table summarizes the activity of SARs awards during the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Units   Weighted
Average
Exercise
Price
  Units   Weighted
Average
Exercise
Price
  Units   Weighted
Average
Exercise
Price
 

Balance at beginning of year

    1,242,314   $ 56.56     1,324,700   $ 56.56     1,326,792   $ 56.63  

Granted

                    31,323   $ 53.72  

Exercised

                         

Forfeited

    (85,329 ) $ 56.63     (82,386 ) $ 56.63     (33,415 ) $ 56.63  
                                 

Balance at end of year

    1,156,985   $ 56.55     1,242,314   $ 56.56     1,324,700   $ 56.56  
                                 

        Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units are ultimately redeemable for common stock, or cash at the Company's option, on a one-unit for one-share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common stock. The LTIP provides for both market-indexed awards and service-based awards.

        On February 28, 2011, the Company granted 190,000 market-indexed LTIP Units to four executive officers at a weighted average grant date fair value of $43.30 per LTIP Unit. The new grants vest over a service period ending January 31, 2012.

        The market-indexed LTIP Units vest based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per common stock share relative to the Total Return of a group of peer REITs, as measured in accordance with the award agreement. The service-based LTIP Units vest straight-line over the service period. The compensation cost is recognized under the graded attribution method for market-indexed LTIP awards and the straight-line method for the service-based LTIP awards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Share and Unit-Based Plans: (Continued)

        The fair value of the market-based LTIP Units is estimated on the date of grant using a Monte Carlo Simulation model. The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.

        The following table summarizes the activity of non-vested LTIP Units during the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
 

Balance at beginning of year

    272,226   $ 50.68     252,940   $ 55.50     299,350   $ 57.02  

Granted

    422,631     46.48     232,632     48.89          

Vested

    (504,857 )   49.85     (213,346 )   54.45     (46,410 )   65.29  

Forfeited

                         
                                 

Balance at end of year

    190,000   $ 43.30     272,226   $ 50.68     252,940   $ 55.50  
                                 

        The following table summarizes the activity of stock options for the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Options   Weighted
Average
Exercise
Price
  Options   Weighted
Average
Exercise
Price
  Options   Weighted
Average
Exercise
Price
 

Balance at beginning of year

    110,711   $ 75.08     110,711   $ 75.08     110,711   $ 75.08  

Granted

                         

Exercised

                         

Forfeited

    (108,011 ) $ 76.05                  
                                 

Balance at end of year

    2,700   $ 36.51     110,711   $ 75.08     110,711   $ 75.08  
                                 

        At December 31, 2011, all the stock options were fully vested. The weighted average remaining contractual life for the stock options outstanding was one and a half years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Share and Unit-Based Plans: (Continued)

        The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock award was determined by the amortization of the value of the stock units on a straight-line basis over the applicable three-year service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one-unit for one-share basis. To the extent elected by a director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 500,000. As of December 31, 2011, there were 265,856 units available for grant under the Directors' Phantom Stock Plan. As of December 31, 2011, there was $549 of unrecognized cost related to non-vested phantom stock units.

        The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  
 
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
  Units   Weighted
Average
Grant Date
Fair Value
 

Balance at beginning of year

    29,783   $ 34.18       $     3,209   $ 83.88  

Granted

    10,534     48.51     54,602     35.33     25,036     14.99  

Vested

    (24,572 )   39.89     (24,819 )   36.72     (28,245 )   22.82  

Forfeited

                         
                                 

Balance at end of year

    15,745   $ 34.84     29,783   $ 34.18       $  
                                 

        The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP common stock is purchased at a 10% discount from the lesser of the fair value of common stock at the beginning and ending of the offering period. A maximum of 750,000 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2011 was 607,809.

        Prior to the adoption of the 2003 Plan, the Company had several other share-based plans. Under these plans, 10,800 stock options were outstanding as of December 31, 2011. No additional shares may

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Share and Unit-Based Plans: (Continued)

be issued under these plans. All stock options outstanding under these plans were fully vested as of December 31, 2005. As of December 31, 2011, all of the outstanding shares are exercisable at a weighted average price of $26.60. The weighted average remaining contractual life for options outstanding and exercisable was one year.

        The following summarizes the compensation cost under the share and unit-based plans:

 
  2011   2010   2009  

Stock awards

  $ 749   $ 3,086   $ 6,964  

Stock units

    7,526     8,048     3,291  

LTIP units

    8,955     12,780     3,800  

SARs

    626     2,318     2,669  

Stock options

        402     596  

Phantom stock units

    980     911     643  
               

  $ 18,836   $ 27,545   $ 17,963  
               

        On February 25, 2009, the Company reduced its workforce by 142 employees out of a total of approximately 2,845 regular and temporary employees. This reduction in workforce was a result of the Company's review and realignment of its strategic priorities, including its expectation of reduced development and redevelopment activity in the near future. As part of the plan, the Company accelerated the vesting of the share and unit-based awards of certain terminated employees. As a result of the modification of the awards, the Company recorded a reduction in compensation cost of $487.

        On March 26, 2010, as part of a separation agreement with a former executive, the Company modified the terms of the awards of 83,794 stock units and 5,109 LTIP Units granted under the LTIP. In addition, on September 14, 2010, as part of a separation agreement with another former executive, the Company modified the terms of the awards of 37,242 stock units, 2,385 stock awards and 43,204 SARs then outstanding. As a result of these modifications, the Company recognized an additional $5,281 of compensation cost during the year ended December 31, 2010.

        During the year ended December 31, 2011, as part of the separation agreements with six former employees, the Company modified the terms of 61,570 stock units, 2,281 stock awards and 43,204 SARs then outstanding. As a result of these modifications, the Company recognized additional compensation cost of $3,333.

        The Company capitalized share and unit-based compensation costs of $6,231, $12,713 and $9,868 for the years ended December 31, 2011, 2010 and 2009, respectively.

        The fair value of the stock awards and stock units that vested during the years ended December 31, 2011, 2010 and 2009 was $27,160, $23,469 and $2,217, respectively. Unrecognized compensation cost of share and unit-based plans at December 31, 2011 consisted of $565 from stock awards, $1,986 from stock units, $755 from LTIP Units and $549 from phantom stock units.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

22. Employee Benefit Plans:

        The Company has a retirement profit sharing plan that covers substantially all of its eligible employees. The plan is qualified in accordance with section 401(a) of the Internal Revenue Code. Effective January 1, 1995, this plan was modified to include a 401(k) plan whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. This plan was further amended effective February 1, 1999 to add The Macerich Company Common Stock Fund as a new investment alternative under the plan. A total of 150,000 shares of common stock were reserved for issuance under the plan. Contributions by the Company to the plan were made at the discretion of the Board of Directors and were based upon a specified percentage of employee compensation. On January 1, 2004, the plan adopted the "Safe Harbor" provision under Sections 401(k)(12) and 401(m)(11) of the Internal Revenue Code. In accordance with these newly adopted provisions, the Company began matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant. During the years ended December 31, 2011, 2010 and 2009, these matching contributions made by the Company were $3,077, $3,502 and $3,189, respectively. Contributions are recognized as compensation in the period they are made.

        The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion prior to the beginning of the plan year, credit a participant's account with a matching amount equal to a percentage of the participant's deferral. The Company contributed $570, $586 and $698 to the plans during the years ended December 31, 2011, 2010 and 2009, respectively. Contributions are recognized as compensation in the periods they are made.

23. Income Taxes:

        For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31:

 
  2011   2010   2009  

Ordinary income

  $ 0.85     41.5 % $ 0.57     27.1 % $ 0.09     3.3 %

Capital gains

    0.01     0.5 %   0.04     1.9 %   1.12     43.2 %

Unrecaptured Section 1250 gain

    0.04     2.0 %       0.0 %   0.93     35.8 %

Return of capital

    1.15     56.0 %   1.49     71.0 %   0.46     17.7 %
                           

Dividends paid

  $ 2.05     100.0 % $ 2.10     100.0 % $ 2.60     100.0 %
                           

        The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years were made pursuant to Section 856(l) of the Internal Revenue Code.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

23. Income Taxes: (Continued)

The income tax benefit of the TRSs for the years ended December 31, 2011, 2010 and 2009 are as follows:

 
  2011   2010   2009  

Current

  $   $ (11 ) $ (264 )

Deferred

    6,110     9,213     5,025  
               

Income tax benefit

  $ 6,110   $ 9,202   $ 4,761  
               

        Income tax benefit of the TRSs for the years ended December 31, 2011, 2010 and 2009 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

 
  2011   2010   2009  

Book loss for TRSs

  $ (19,558 ) $ (19,896 ) $ (15,371 )
               

Tax at statutory rate on earnings from continuing operations before income taxes

  $ 6,650   $ 6,765   $ 5,226  

Other

    (540 )   2,437     (465 )
               

Income tax benefit

  $ 6,110   $ 9,202   $ 4,761  
               

        The net operating loss carryforwards are currently scheduled to expire through 2031, beginning in 2021. Net deferred tax assets of $26,829 and $19,525 were included in deferred charges and other assets, net at December 31, 2011 and 2010, respectively. The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2011 and 2010 are summarized as follows:

 
  2011   2010  

Net operating loss carryforwards

  $ 29,045   $ 20,292  

Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs

    (4,442 )   (3,097 )

Other

    2,226     2,330  
           

Net deferred tax assets

  $ 26,829   $ 19,525  
           

        The following is a reconciliation of the unrecognized tax benefits for the years ended December 31, 2011, 2010 and 2009:

 
  2011   2010   2009  

Unrecognized tax benefits at beginning of year

  $   $ 2,420   $ 2,201  

Gross increases for tax positions of current year

            651  

Gross decreases for tax positions of current year

        (2,420 )   (432 )
               

Unrecognized tax benefits at end of year

  $   $   $ 2,420  
               

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

23. Income Taxes: (Continued)

        The tax years 2008 through 2010 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months.

24. Quarterly Financial Data (Unaudited):

        The following is a summary of quarterly results of operations for the years ended December 31, 2011 and 2010:

 
  2011 Quarter Ended   2010 Quarter Ended  
 
  Dec 31   Sep 30   Jun 30   Mar 31   Dec 31   Sep 30   Jun 30   Mar 31  

Revenues(1)

  $ 215,315   $ 202,683   $ 190,940   $ 191,069   $ 200,334   $ 189,471   $ 181,226   $ 182,114  

Net income (loss) available to common stockholders(2)

 
$

163,107
 
$

12,941
 
$

(19,216

)

$

34
 
$

23,558
 
$

8,429
 
$

(440

)

$

(6,357

)

Net income (loss) available to common stockholders per share-basic

 
$

1.23
 
$

0.10
 
$

(0.15

)

$

 
$

0.18
 
$

0.06
 
$

(0.01

)

$

(0.08

)

Net income (loss) available to common stockholders per share-diluted

 
$

1.23
 
$

0.10
 
$

(0.15

)

$

 
$

0.18
 
$

0.06
 
$

(0.01

)

$

(0.08

)

(1)
Revenues as reported on the Company's Quarterly Reports on Form 10-Q have been reclassified to reflect adjustments for discontinued operations.

(2)
Net income available to common stockholders for the quarter ended December 31, 2011 includes a gain of $188,264 from the SDG Transaction (See Note 4—Investments in Unconsolidated Joint Ventures) and an impairment loss of $45,458 related to the reduction of the expected holding period of certain long-lived assets (See Note 6—Property).

25. Subsequent Events:

        On January 27, 2012, the Company announced a dividend/distribution of $0.55 per share for common stockholders and OP Unit holders of record on February 22, 2012. All dividends/distributions will be paid 100% in cash on March 8, 2012.

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Report of Independent Registered Public Accounting Firm

The Board of Advisors and Partners of
Pacific Premier Retail LP:

        We have audited the accompanying consolidated balance sheets of Pacific Premier Retail LP and subsidiaries (a Delaware limited partnership) (the "Partnership") as of December 31, 2011 and 2010, and the related consolidated statements of operations, capital and cash flows for each of the years in the two-year period ended December 31, 2011. In connection with our audits of the consolidated financial statements, we have also audited the related 2011 and 2010 information in the Partnership's financial statement schedule III—Real Estate and Accumulated Depreciation listed in the Index at Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Premier Retail LP and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related 2011 and 2010 information in the financial statement schedule III—Real Estate and Accumulated Depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Los Angeles, Califonia
February 24, 2012

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Stockholders of
Pacific Premier Retail Trust

        We have audited the consolidated statements of operations, equity, and cash flows of Pacific Premier Retail Trust, a Maryland Real Estate Investment Trust (the "Trust"), for the year ended December 31, 2009. Our audit also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Trust's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the results of the Trust's operations and its cash flows for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

        As set forth in Note 1 to the accompanying financial statements, the Trust became a wholly-owned subsidiary of Pacific Premier Retail LP.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Los Angeles, California
February 26, 2010

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PACIFIC PREMIER RETAIL LP

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par values)

 
  December 31,  
 
  2011   2010  

ASSETS:

             

Property, net

  $ 980,774   $ 1,004,003  

Cash and cash equivalents

    40,150     37,572  

Restricted cash

    1,532      

Tenant receivables, net

    5,549     5,705  

Deferred rent receivable

    11,746     11,987  

Deferred charges, net

    31,423     33,750  

Other assets

    7,052     8,169  
           

Total assets

  $ 1,078,226   $ 1,101,186  
           

LIABILITIES AND CAPITAL:

             

Mortgage notes payable:

             

Related parties

  $ 157,650   $ 59,748  

Others

    816,483     922,950  
           

Total

    974,133     982,698  

Accounts payable

    924     1,723  

Accrued interest payable

    4,041     3,885  

Tenant security deposits

    1,711     1,707  

Other accrued liabilities

    23,874     28,275  

Due to related parties

    796     1,225  
           

Total liabilities

    1,005,479     1,019,513  
           

Commitments and contingencies

             

Capital:

             

Partners' capital:

             

General Partner

         

Limited Partners:

             

Preferred capital (250 and 625 Series A Preferred Units issued and outstanding at December 31, 2011 and 2010, respectively)

    625     2,500  

Common capital (111,691 Class A and 107,920 Class B Units issued and outstanding at December 31, 2011 and 2010)

    72,178     79,315  
           

Total partners' capital

    72,803     81,815  

Noncontrolling interests

    (56 )   (142 )
           

Total capital

    72,747     81,673  
           

Total liabilities and capital

  $ 1,078,226   $ 1,101,186  
           

   

The accompanying notes are an integral part of these consolidated financial statements.

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PACIFIC PREMIER RETAIL LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

 
  For the years ended December 31,  
 
  2011   2010   2009  

Revenues:

                   

Minimum rents

  $ 133,191   $ 131,204   $ 131,785  

Percentage rents

    6,124     5,487     5,039  

Tenant recoveries

    55,088     50,626     50,074  

Other

    5,248     6,688     4,583  
               

Total revenues

    199,651     194,005     191,481  
               

Expenses:

                   

Maintenance and repairs

    12,268     12,082     11,232  

Real estate taxes

    16,578     16,266     15,547  

Management fees

    6,810     6,677     6,634  

General and administrative

    8,791     5,540     6,043  

Ground rent

    1,587     1,580     1,467  

Insurance

    2,070     2,008     2,172  

Utilities

    5,921     5,896     6,074  

Security

    5,516     5,419     5,329  

Interest

    50,174     51,796     51,466  

Depreciation and amortization

    41,448     38,928     36,345  
               

Total expenses

    151,163     146,192     142,309  
               

Gain on disposition of assets

        468      

Loss on early extinguishment of debt

        (1,352 )    
               

Net income

    48,488     46,929     49,172  

Less net income attributable to noncontrolling interests

    182     212     224  
               

Net income attributable to the Partnership

  $ 48,306   $ 46,717   $ 48,948  
               

   

The accompanying notes are an integral part of these consolidated financial statements.

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PACIFIC PREMIER RETAIL LP

CONSOLIDATED STATEMENTS OF CAPITAL

(Dollars in thousands)

 
  Partners' Capital    
   
   
 
 
  General
Partner's
Capital
  Limited
Partners'
Preferred
Capital
  Limited
Partners'
Common
Capital
  Accumulated
Other
Comprehensive
Loss
  Total
Partners'
Capital
  Noncontrolling
Interests
  Total
Capital
 

Balance January 1, 2009

  $   $ 2,500   $ 169,825   $   $ 172,325   $ 1,250   $ 173,575  
                               

Comprehensive income:

                                           

Net income

        375     48,573         48,948     224     49,172  

Interest rate cap agreement

                (30 )   (30 )       (30 )
                               

Total comprehensive income

        375     48,573     (30 )   48,918     224     49,142  

Distributions to Macerich PPR Corp. 

        (152 )   (65,295 )       (65,447 )       (65,447 )

Distributions to Ontario Teachers' Pension Plan Board

        (148 )   (63,090 )       (63,238 )       (63,238 )

Distributions to noncontrolling interests

                        (2,230 )   (2,230 )

Other distributions

        (75 )           (75 )       (75 )

Adjustment of noncontrolling interests in the Partnership

            (965 )       (965 )   965      
                               

Balance December 31, 2009

        2,500     89,048     (30 )   91,518     209     91,727  
                               

Comprehensive income:

                                           

Net income

        375     46,342         46,717     212     46,929  

Interest rate cap agreement

                30     30         30  
                               

Total comprehensive income

        375     46,342     30     46,747     212     46,959  

Distributions to Macerich PPR Corp. 

        (152 )   (28,517 )       (28,669 )       (28,669 )

Distributions to Ontario Teachers' Pension Plan Board

        (148 )   (27,554 )       (27,702 )       (27,702 )

Distributions to noncontrolling interests

                        (567 )   (567 )

Other distributions

        (75 )           (75 )       (75 )

Adjustment of noncontrolling interests in the Partnership

            (4 )       (4 )   4      
                               

Balance December 31, 2010

        2,500     79,315         81,815     (142 )   81,673  
                               

Net income

        225     48,081         48,306     182     48,488  

Distributions to Macerich PPR Corp. 

        (76 )   (29,100 )       (29,176 )       (29,176 )

Distributions to Ontario Teachers' Pension Plan Board

        (74 )   (28,118 )       (28,192 )       (28,192 )

Distributions to noncontrolling interests

                        (96 )   (96 )

Exchange of Preferred Units for common units

        (2,000 )   2,000                  

Other distributions

        (75 )           (75 )       (75 )

Series A preferred units issued

        125             125         125  
                               

Balance December 31, 2011

  $   $ 625   $ 72,178   $   $ 72,803   $ (56 ) $ 72,747  
                               

   

The accompanying notes are an integral part of these consolidated financial statements.

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PACIFIC PREMIER RETAIL LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 
  For the years ended December 31,  
 
  2011   2010   2009  

Cash flows from operating activities:

                   

Net income

  $ 48,488   $ 46,929   $ 49,172  

Adjustments to reconcile net income to net cash provided by operating activities:

                   

Provision for doubtful accounts

    1,297     1,088     1,270  

Gain on disposition of asset

        (468 )    

Depreciation and amortization

    44,140     41,402     37,589  

Changes in assets and liabilities:

                   

Tenant receivables

    (1,141 )   19     (3,192 )

Deferred rent receivable

    241     (1,034 )   (923 )

Other assets

    1,117     12,596     (12,890 )

Accounts payable

    (548 )   (197 )   143  

Accrued interest payable

    156     (143 )   390  

Tenant security deposits

    4     (20 )   (857 )

Other accrued liabilities

    (3,876 )   4,549     7,840  

Due to related parties

    (429 )   1,379     (1,331 )
               

Net cash provided by operating activities

    89,449     106,100     77,211  
               

Cash flows from investing activities:

                   

Acquistions of property and improvements

    (14,619 )   (27,185 )   (33,881 )

Deferred leasing costs

    (4,061 )   (17,309 )   (3,015 )

Restricted cash

    (1,532 )   1,455     153  
               

Net cash used in investing activities

    (20,212 )   (43,039 )   (36,743 )
               

Cash flows from financing activities:

                   

Proceeds from mortgage notes payable

        350,000     72,428  

Payments on mortgage notes payable

    (8,565 )   (365,433 )   (5,148 )

Proceeds from issuance of Series A Preferred Units

    125          

Distributions

    (57,314 )   (56,638 )   (147,765 )

Dividends to preferred unitholders

    (225 )   (375 )   (375 )

Deferred financing costs

    (680 )   (1,555 )   (5,563 )
               

Net cash used in financing activities

    (66,659 )   (74,001 )   (86,423 )
               

Net increase (decrease) in cash and cash equivalents

    2,578     (10,940 )   (45,955 )

Cash and cash equivalents, beginning of year

    37,572     48,512     94,467  
               

Cash and cash equivalents, end of year

  $ 40,150   $ 37,572   $ 48,512  
               

Supplemental cash flow information:

                   

Cash payment for interest, net of amounts capitalized

  $ 47,473   $ 49,814   $ 50,381  
               

   

The accompanying notes are an integral part of these consolidated financial statements.

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PACIFIC PREMIER RETAIL LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. Organization:

        On February 12, 1999, Macerich PPR Corp. (the "Corp"), an indirect wholly owned subsidiary of The Macerich Company (the "Company"), and Ontario Teachers' Pension Plan Board ("Ontario Teachers") formed the Pacific Premier Retail Trust (the "Trust") to acquire and operate a portfolio of regional shopping centers (the "Centers"). The Trust was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended.

        During 2011, Pacific Premier Retail LP (the "Partnership") was formed as a holding company for the partners' investment in the Trust, a wholly owned subsidiary of the Partnership. There was no change in the partners' ownership interests in the Partnership as compared to their historical ownership in the Trust. The Partnership is owned 51% by the Corp and 49% by Ontario Teachers. Accordingly, there was no financial accounting impact as these are entities under common control and carryover basis was used for the Partnership. The accompanying consolidated financial statements are referred to as the Partnership's for all periods presented.

        Included in the Centers is a 99% interest in Los Cerritos Center and Stonewood Center, all other Centers are held at 100%.

        The Centers as of December 31, 2011 and their locations are as follows:

Cascade Mall

  Burlington, Washington

Creekside Crossing

  Redmond, Washington

Cross Court Plaza

  Burlington, Washington

Kitsap Mall

  Silverdale, Washington

Kitsap Place

  Silverdale, Washington

Lakewood Center

  Lakewood, California

Los Cerritos Center

  Cerritos, California

North Point Plaza

  Silverdale, Washington

Redmond Town Center

  Redmond, Washington

Redmond Office

  Redmond, Washington

Stonewood Center

  Downey, California

Washington Square

  Portland, Oregon

Washington Square Too

  Portland, Oregon

2. Summary of Significant Accounting Policies:

        These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

        The Partnership considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

        Included in tenant receivables are accrued percentage rents of $1,990 and $1,678 and an allowance for doubtful accounts of $708 and $619 at December 31, 2011 and 2010, respectively.

        Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Rental income was (decreased) increased by ($241), $1,034, and $923 during the years ended December 31, 2011, 2010 and 2009, respectively, due to the straight-line rent adjustment. Percentage rents are recognized on an accrual basis and are accrued when tenants' specified sales targets have been met.

        Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized into revenue on a straight-line basis over the term of the related leases.

        Costs related to the redevelopment, construction and improvement of properties are capitalized. Interest incurred on redevelopment and construction projects is capitalized until construction is substantially complete.

        Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc. are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

        Property is recorded at cost and is depreciated using a straight-line method over the estimated lives of the assets as follows:

Building and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

        The Partnership assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. The Partnership generally holds and operates its properties long-term, which

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PACIFIC PREMIER RETAIL LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

decreases the liklihood of its carrying values not being recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell. There was no impairment of properties during the years ended December 31, 2011, 2010 or 2009.

        Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. Costs relating to financing of properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. The range of terms of the agreements is as follows:

Deferred lease costs

  1 - 9 years

Deferred finance costs

  1 - 12 years

        Included in deferred charges is accumulated amortization of $17,376 and $13,806 at December 31, 2011 and 2010, respectively.

        The Partnership recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Partnership uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Partnership designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Partnership adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value of derivatives are recorded in comprehensive income. Ineffective portions, if any, are included in net income. If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period in the consolidated statements of operations.

        Fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.

        Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

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

        The Partnership calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.

        The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Partnership incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

        The Partnership maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At various times during the year, the Partnership had deposits in excess of the FDIC insurance limit.

        No tenants represented more than 10% of total minimum rents during the years ended December 31, 2011, 2010 or 2009.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Derivative Instruments and Hedging Activities:

        As of December 31, 2011 and 2010, the Partnership did not have any outstanding derivative instruments.

        Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense. The Partnership recorded other comprehensive income (loss) related to the marking-to-market of an interest rate agreement of $0, $30 and ($30) for the years ended December 31, 2011, 2010 and 2009, respectively.

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PACIFIC PREMIER RETAIL LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Property:

        Property at December 31, 2011 and 2010 consists of the following:

 
  2011   2010  

Land

  $ 269,508   $ 267,673  

Building improvements

    955,624     953,241  

Tenant improvements

    64,122     55,891  

Equipment and furnishings

    11,981     10,560  

Construction in progress

    3,447     5,425  
           

    1,304,682     1,292,790  

Less accumulated depreciation

    (323,908 )   (288,787 )
           

  $ 980,774   $ 1,004,003  
           

        Depreciation expense for the years ended December 31, 2011, 2010 and 2009 was $37,051, $35,018 and $32,973, respectively.

5. Mortgage Notes Payable:

        Mortgage notes payable at December 31, 2011 and 2010 consist of the following:

 
  Carrying Amount of Mortgage Notes    
   
   
 
 
  2011   2010    
   
   
 
Property Pledged as Collateral
  Related
Party
  Other   Related
Party
  Other   Interest
Rate(a)
  Monthly
Payment
Term(b)
  Maturity
Date
 

Lakewood Center

  $   $ 250,000   $   $ 250,000     5.43 %   1,127     2015  

Los Cerritos Center(c)

    99,467     99,467         200,000     4.50 %   474     2018  

Redmond Office(d)

    58,183         59,748         7.52 %   500     2014  

Stonewood Center

        111,510         114,000     4.67 %   640     2017  

Washington Square

        240,506         243,950     6.04 %   1,499     2016  

Pacific Premier Retail Trust(e)

        115,000         115,000     5.16 %   363     2013  
                                     

  $ 157,650   $ 816,483   $ 59,748   $ 922,950                    
                                     

(a)
The interest rate disclosed represents the effective interest rate, including the deferred finance costs.

(b)
This represents the monthly payment of principal and interest.

(c)
On July 1, 2011, the Partnership replaced the existing loan with a new $200,000 loan that bears interest at 4.50% and matures on July 1, 2018. Half of the loan proceeds were funded by Northwestern Mutual Life ("NML"), which is a joint venture partner of the Company (See Note 6—Related Party Transactions).

(d)
The note is payable to NML (See Note 6—Related Party Transactions).

(e)
The credit facility is cross-collateralized by Cascade Mall, Kitsap Mall and Redmond Town Center. The total interest rate was 5.16% and 5.06% at December 31, 2011 and 2010, respectively.

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PACIFIC PREMIER RETAIL LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

5. Mortgage Notes Payable: (Continued)

        Certain mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

        Total interest costs capitalized for the years ended December 31, 2011, 2010 and 2009 were $126, $380 and $549, respectively.

        The fair value of mortgage notes payable at December 31, 2011 and 2010 was $1,044,345 and $1,043,447, respectively, based on current interest rates for comparable loans. The method for computing fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

        The above debt matures as follows:

Year Ending December 31,
  Amount  

2012

  $ 11,245  

2013

    126,876  

2014

    65,261  

2015

    261,135  

2016

    231,549  

Thereafter

    278,067  
       

  $ 974,133  
       

6. Related Party Transactions:

        The Partnership engages Macerich Management Company ("Management Company"), which is owned by the Company, to manage the operations of the Partnership. The Management Company provides property management, leasing, corporate, redevelopment and acquisitions services to the properties of the Partnership. Under these arrangements, the Management Company is reimbursed for compensation paid to on-site employees, leasing agents and project managers at the properties, as well as insurance costs and other administrative expenses. In consideration of these services, the Management Company receives monthly management fees of 4.0% of the gross monthly rental revenue of the properties. During the years ended 2011, 2010 and 2009, the Partnership incurred management fees of $6,810, $6,677 and $6,634, respectively, to the Management Company.

        A portion of the mortgage note payable collateralized by Los Cerritos Center and the mortgage note collateralized by Redmond Office are held by NML, one of the Company's joint venture partners. In connection with these notes, interest expense was $6,649, $4,536 and $4,450, during the years ended December 31, 2011, 2010 and 2009, respectively.

7. Income Taxes:

        The Trust elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1999. To qualify as a REIT, the Trust must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is the Trust's current intention to adhere to these

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PACIFIC PREMIER RETAIL LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

7. Income Taxes: (Continued)

requirements and maintain the Trust's REIT status. As a REIT, the Trust generally will not be subject to corporate level federal income tax on net income it distributes currently to its stockholders. As such, no provision for federal income taxes has been included in the accompanying consolidated financial statements. If the Trust fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Trust qualifies for taxation as a REIT, the Trust may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any.

        For income tax purposes, distributions consist of ordinary income, capital gains, return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31:

 
  2011   2010   2009  

Ordinary income

  $ 258.64     99.5 % $ 237.04     92.8 % $ 267.98     40.5 %

Return of capital

    1.22     0.5 %   18.28     7.2 %   394.03     59.5 %
                           

Dividends paid

  $ 259.86     100.0 % $ 255.32     100.0 % $ 662.01     100.0 %
                           

8. Future Rental Revenues:

        Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Partnership:

Year Ending December 31,
  Amount  

2012

  $ 119,892  

2013

    102,473  

2014

    81,849  

2015

    68,688  

2016

    55,980  

Thereafter

    202,231  
       

  $ 631,113  
       

9. Preferred Units:

        On October 6, 1999, the Trust issued 125 Series A Preferred Units of Beneficial Interest ("Preferred Units") for proceeds totaling $500 in a private placement that pay a semiannual dividend equal to $300 per unit. On October 26, 1999, the Trust issued 254 and 246 additional Preferred Units to the Corp and Ontario Teachers, respectively. The Preferred Units can be redeemed by the Trust at any time with 15 days notice for $4,000 per unit plus accumulated and unpaid dividends and the applicable redemption premium. The Preferred Units have limited voting rights.

        On November 4, 2011, the Corp and Ontario Teachers contributed their common units and Preferred Units in the Trust to the Partnership in exchange for common units in the Partnership.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

9. Preferred Units: (Continued)

        On December 16, 2011, in connection with its formation, PPRT Redmond Office REIT I LP ("Redmond Office REIT"), an affiliate of the Partnership, issued 125 Preferred Units to qualified purchasers. These units can be redeemed by the Redmond Office REIT at any time for $1,000 per unit plus any accumulated but unpaid dividends and the applicable redemption premium. These Preferred Units pay an annual dividend equal to $125 per unit.

10. Commitments:

        The Partnership has certain properties subject to non-cancelable operating ground leases. The leases expire at various times through 2069, subject in some cases to options to extend the terms of the lease. Ground rent expense was $1,587, $1,580 and $1,467 for the years ended December 31, 2011, 2010 and 2009, respectively.

        Minimum future rental payments required under the leases are as follows:

Year Ending December 31,
  Amount  

2012

  $ 1,599  

2013

    1,598  

2014

    1,599  

2015

    1,598  

2016

    1,599  

Thereafter

    64,971  
       

  $ 72,964  
       

11. Noncontrolling Interests:

        Included in permanent equity are outside ownership interests in Los Cerritos Center and Stonewood Center. The joint venture partners do not have rights that require the Partnership to redeem the ownership interests in either cash or stock.

12. Subsequent Events:

        The Partnership evaluated activity through February 24, 2012 (the issue date of these Consolidated Financial Statements) and concluded that no subsequent events have occurred that would require recognition or additional disclosure.

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THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2011

(Dollars in thousands)

 
  Initial Cost to Company    
  Gross Amount at Which Carried at Close of Period    
   
 
 
  Cost
Capitalized
Subsequent to
Acquisition
   
  Total Cost
Net of
Accumulated
Depreciation
 
Shopping Centers/Entities
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Construction
in Progress
  Total   Accumulated
Depreciation
 

Black Canyon Auto Park

  $ 20,600   $   $   $ 7,102   $ 19,555   $   $   $ 8,147   $ 27,702   $   $ 27,702  

Black Canyon Retail

                518                 518     518         518  

Borgata, The

    3,667     28,080         (11,512 )   1,162     18,946     127         20,235     11,360     8,875  

Cactus Power Center

    15,374             17,632     12,358             20,648     33,006         33,006  

Capitola Mall

    20,395     59,221         8,644     20,392     66,690     1,107     71     88,260     23,909     64,351  

Carmel Plaza

    9,080     36,354         15,841     9,080     52,001     194         61,275     18,864     42,411  

Chandler Fashion Center

    24,188     223,143         7,959     24,188     228,938     2,083     81     255,290     62,157     193,133  

Chesterfield Towne Center

    18,517     72,936     2     40,621     18,517     110,818     2,423     318     132,076     56,468     75,608  

Coolidge Holding

                73                 73     73         73  

Danbury Fair Mall

    130,367     316,951         82,236     141,795     379,143     4,155     4,461     529,554     65,256     464,298  

Deptford Mall

    48,370     194,250         26,373     61,029     206,421     1,164     379     268,993     30,910     238,083  

Desert Sky Mall

    9,447     37,245     12     630     9,447     37,585     298     4     47,334     1,424     45,910  

Eastland Mall

    22,050     151,605             22,050     151,605             173,655         173,655  

Estrella Falls

    10,550             68,468     10,747     38         68,233     79,018     4     79,014  

Estrella Falls, The Market at

                9,675         9,675             9,675     1,129     8,546  

Fashion Outlets of Chicago

                8,591                 8,591     8,591         8,591  

Fashion Outlets of Niagara

    18,581     210,139         152     18,581     209,876         415     228,872     3,616     225,256  

Fiesta Mall

    19,445     99,116         56,573     36,601     138,341     192         175,134     25,149     149,985  

Flagstaff Mall

    5,480     31,773         16,307     5,480     47,558     349     173     53,560     11,206     42,354  

Flagstaff Mall, The Marketplace at

                52,836         52,830     6         52,836     9,370     43,466  

Freehold Raceway Mall

    164,986     362,841         87,342     168,098     443,611     2,582     878     615,169     87,906     527,263  

Fresno Fashion Fair

    17,966     72,194         43,572     17,966     114,262     1,504         133,732     43,970     89,762  

Great Northern Mall

    12,187     62,657         7,541     12,635     68,607     408     735     82,385     16,121     66,264  

Green Tree Mall

    4,947     14,925     332     35,414     4,947     49,800     871         55,618     37,529     18,089  

Hilton Village

        19,067         1,266         20,206     127         20,333     3,762     16,571  

La Cumbre Plaza

    18,122     21,492         21,647     17,280     43,753     228         61,261     13,546     47,715  

Lake Square Mall

    6,386     14,739             6,386     14,739             21,125         21,125  

See accompanying reports of independent registered public accounting firms

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THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

 
  Initial Cost to Company    
  Gross Amount at Which Carried at Close of Period    
   
 
 
  Cost
Capitalized
Subsequent to
Acquisition
   
  Total Cost
Net of
Accumulated
Depreciation
 
Shopping Centers/Entities
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Construction
in Progress
  Total   Accumulated
Depreciation
 

Macerich Cerritos Adjacent, LLC

        6,448         (5,692 )       756             756     212     544  

Macerich Management Company

        2,237     26,562     47,309     1,907     5,709     62,889     5,603     76,108     45,392     30,716  

MACWH, LP

        25,771         24,361     10,777     30,704     223     8,428     50,132     4,823     45,309  

Mervyn's (former locations)

    37,252     119,850         17,177     37,253     127,011     302     9,713     174,279     16,575     157,704  

Northgate Mall

    8,400     34,865     841     97,010     13,414     124,583     3,077     42     141,116     43,879     97,237  

Northridge Mall

    20,100     101,170         13,227     20,100     113,197     1,200         134,497     29,092     105,405  

NorthPark Mall

    7,746     74,661             7,746     74,661             82,407         82,407  

Oaks, The

    32,300     117,156         231,420     56,064     322,398     2,135     279     380,876     62,729     318,147  

One Scottsdale

                90                 90     90         90  

Pacific View

    8,697     8,696         124,909     7,854     132,719     1,729         142,302     39,971     102,331  

Panorama Mall

    4,373     17,491         5,232     4,857     21,416     359     464     27,096     6,287     20,809  

Paradise Valley Mall

    24,565     125,996         41,416     35,921     154,057     1,999         191,977     40,121     151,856  

Paradise Village Ground Leases

    8,880     2,489         (5,570 )   4,516     1,283             5,799     251     5,548  

Prasada

    6,365             21,874     6,531             21,708     28,239         28,239  

Prescott Gateway

    5,733     49,778         8,653     5,733     58,189     242         64,164     18,507     45,657  

Prescott Peripheral

                5,586     1,345     4,241             5,586     1,023     4,563  

Promenade at Casa Grande

    15,089             100,433     11,360     104,115     47         115,522     18,568     96,954  

PVOP II

    1,150     1,790         3,532     2,300     3,877     295         6,472     2,003     4,469  

Rimrock Mall

    8,737     35,652         11,877     8,737     46,703     738     88     56,266     19,520     36,746  

Rotterdam Square

    7,018     32,736         2,864     7,285     35,025     308         42,618     8,593     34,025  

See accompanying reports of independent registered public accounting firms

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THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

 
  Initial Cost to Company    
  Gross Amount at Which Carried at Close of Period    
   
 
 
  Cost
Capitalized
Subsequent to
Acquisition
   
  Total Cost
Net of
Accumulated
Depreciation
 
Shopping Centers/Entities
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Construction
in Progress
  Total   Accumulated
Depreciation
 

Salisbury, The Center at

    15,290     63,474     31     25,902     15,284     87,390     834     1,189     104,697     35,193     69,504  

Santa Monica Place

    26,400     105,600         282,841     48,374     359,681     6,723     63     414,841     20,185     394,656  

SanTan Village Regional Center

    7,827             189,310     6,344     190,091     702         197,137     41,190     155,947  

SanTan Adjacent Land

    29,414             4,439     29,506             4,347     33,853         33,853  

Somersville Towne Center

    4,096     20,317     1,425     13,798     4,099     34,995     542         39,636     21,685     17,951  

South Park Mall

    7,035     38,215             7,035     38,215             45,250         45,250  

South Plains Mall

    23,100     92,728         25,417     23,100     115,158     972     2,015     141,245     39,694     101,551  

South Towne Center

    19,600     78,954         25,992     20,360     103,039     1,147         124,546     39,813     84,733  

SouthRidge Mall

    6,764                 6,764                 6,764         6,764  

Superstition Springs Power Center

    1,618     4,420         (11 )   1,618     4,326     83         6,027     1,090     4,937  

Superstition Springs Land

    9,273                 9,273                 9,273         9,273  

The Macerich Partnership, L.P

        2,534         16,393     902     5,880     5,847     6,298     18,927     2,059     16,868  

The Shops at Tangerine (Marana)

    36,158             (3,015 )   16,922             16,221     33,143         33,143  

Towne Mall

    6,652     31,184         2,130     6,890     32,927     149         39,966     7,908     32,058  

Tucson La Encantada

    12,800     19,699         55,280     12,800     74,787     192         87,779     28,292     59,487  

Twenty Ninth Street

        37,843     64     207,895     23,599     221,288     915         245,802     67,824     177,978  

See accompanying reports of independent registered public accounting firms

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THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

 
  Initial Cost to Company    
  Gross Amount at Which Carried at Close of Period    
   
 
 
  Cost
Capitalized
Subsequent to
Acquisition
   
  Total Cost
Net of
Accumulated
Depreciation
 
Shopping Centers Entities
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Construction
in Progress
  Total   Accumulated
Depreciation
 

Valley Mall

    16,045     26,098             16,045     26,098             42,143         42,143  

Valley River Center

    24,854     147,715         11,945     24,854     158,450     1,210         184,514     29,046     155,468  

Valley View Center

    17,100     68,687         48,965     23,764     108,472     2,212     304     134,752     46,712     88,040  

Victor Valley, Mall of

    15,700     75,230         46,097     22,564     111,593     1,402     1,468     137,027     24,157     112,870  

Vintage Faire Mall

    14,902     60,532         51,893     17,647     108,674     1,006         127,327     41,850     85,477  

Wadell Center West

    12,056             4,619                 16,675     16,675         16,675  

Westcor / Queen Creek

                350                 350     350         350  

Westside Pavilion

    34,100     136,819         69,480     34,100     200,734     5,551     14     240,399     67,860     172,539  

Wilton Mall

    19,743     67,855         8,482     19,811     75,371     250     648     96,080     14,932     81,148  
                                               

  $ 1,157,637   $ 3,863,418   $ 29,269   $ 2,439,411   $ 1,273,649   $ 5,883,256   $ 123,098   $ 209,732   $ 7,489,735   $ 1,410,692   $ 6,079,043  
                                               

See accompanying reports of independent registered public accounting firms

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THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2011

(Dollars in thousands)

        Depreciation of the Company's investment in buildings and improvements reflected in the statements of income are calculated over the estimated useful lives of the asset as follows:

Buildings and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

        The changes in total real estate assets for the three years ended December 31, 2011 are as follows:

 
  2011   2010   2009  

Balances, beginning of year

    6,908,507   $ 6,697,259   $ 7,355,703  

Additions

    784,717     239,362     241,025  

Dispositions and retirements

    (203,489 )   (28,114 )   (899,469 )
               

Balances, end of year

    7,489,735   $ 6,908,507   $ 6,697,259  
               

        The changes in accumulated depreciation for the three years ended December 31, 2011 are as follows:

 
  2011   2010   2009  

Balances, beginning of year

  $ 1,234,380   $ 1,039,320   $ 984,384  

Additions

    223,630     206,913     224,279  

Dispositions and retirements

    (47,318 )   (11,853 )   (169,343 )
               

Balances, end of year

  $ 1,410,692   $ 1,234,380   $ 1,039,320  
               

   

See accompanying reports of independent registered public accounting firms

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PACIFIC PREMIER RETAIL LP

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2011

(Dollars in thousands)

 
  Initial Cost to Partnership    
  Gross Amount at Which Carried at Close of Period    
   
 
 
  Cost
Capitalized
Subsequent to
Acquisition
   
  Total Cost
Net of
Accumulated
Depreciation
 
Shopping Centers Entities
  Land   Building and
Improvements
  Equipment
and
Furnishings
  Land   Building and
Improvements
  Furniture,
Fixtures and
Equipment
  Construction
in Progress
  Total   Accumulated
Depreciation
 

Cascade Mall

  $ 8,200   $ 32,843   $   $ 5,723   $ 8,200   $ 37,385   $ 1,115   $ 66   $ 46,766   $ 13,804   $ 32,962  

Creekside Crossing

    620     2,495         343     620     2,838             3,458     958     2,500  

Cross Court Plaza

    1,400     5,629         428     1,400     6,057             7,457     2,142     5,315  

Kitsap Mall

    13,590     56,672         8,776     13,486     65,092     430     30     79,038     22,617     56,421  

Kitsap Place

    1,400     5,627         3,008     1,400     8,635             10,035     2,735     7,300  

Lakewood Center

    48,025     125,759         83,750     58,657     194,018     1,646     3,213     257,534     57,238     200,296  

Los Cerritos Center

    65,179     146,497         57,014     75,882     190,154     2,569     85     268,690     51,808     216,882  

North Point Plaza

    1,400     5,627         681     1,397     6,311             7,708     2,292     5,416  

Redmond Town Center

    18,381     73,868         24,099     17,864     97,747     684     53     116,348     33,222     83,126  

Redmond Office

    20,676     90,929         15,235     20,676     106,164             126,840     33,427     93,413  

Stonewood Center

    30,902     72,104         12,249     30,902     82,228     2,125         115,255     28,510     86,745  

Washington Square

    33,600     135,084         76,414     33,599     208,150     3,349         245,098     70,184     174,914  

Washington Square Too

    4,000     16,087         368     5,425     14,967     63         20,455     4,971     15,484  
                                               

  $ 247,373   $ 769,221   $   $ 288,088   $ 269,508   $ 1,019,746   $ 11,981   $ 3,447   $ 1,304,682   $ 323,908   $ 980,774  
                                               

See accompanying reports of independent registered public accounting firms

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PACIFIC PREMIER RETAIL LP

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

        Depreciation of the Partnership's investment in buildings and improvements reflected in the statements of income are calculated over the estimated useful lives of the asset as follows:

Buildings and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

        The changes in total real estate assets for the three years ended December 31, 2011 are as follows:

 
  2011   2010   2009  

Balances, beginning of year

  $ 1,292,790   $ 1,268,551   $ 1,236,688  

Additions

    13,843     26,715     32,336  

Dispositions and retirements

    (1,951 )   (2,476 )   (473 )
               

Balances, end of year

    1,304,682   $ 1,292,790   $ 1,268,551  
               

        The changes in accumulated depreciation for the three years ended December 31, 2011 are as follows:

 
  2011   2010   2009  

Balances, beginning of year

  $ 288,787   $ 255,987   $ 223,456  

Additions

    37,051     35,017     33,004  

Dispositions and retirements

    (1,930 )   (2,217 )   (473 )
               

Balances, end of year

    323,908   $ 288,787   $ 255,987  
               

   

See accompanying reports of independent registered public accounting firms

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2012.

    THE MACERICH COMPANY

 

 

By

 

/s/ ARTHUR M. COPPOLA

        Arthur M. Coppola
        Chairman and Chief Executive Officer

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

Signature
 
Capacity
 
Date

 

 

 

 

 
/s/ ARTHUR M. COPPOLA

Arthur M. Coppola
  Chairman and Chief Executive Officer and Director (Principal Executive Officer)   February 24, 2012

/s/ DANA K. ANDERSON

Dana K. Anderson

 

Vice Chairman of the Board

 

February 24, 2012

/s/ EDWARD C. COPPOLA

Edward C. Coppola

 

President and Director

 

February 24, 2012

/s/ DOUGLAS ABBEY

Douglas Abbey

 

Director

 

February 24, 2012

/s/ JAMES COWNIE

James Cownie

 

Director

 

February 24, 2012

/s/ DIANA LAING

Diana Laing

 

Director

 

February 24, 2012

/s/ FREDERICK HUBBELL

Frederick Hubbell

 

Director

 

February 24, 2012

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Signature
 
Capacity
 
Date

 

 

 

 

 
/s/ STANLEY MOORE

Stanley Moore
  Director   February 24, 2012

/s/ DR. WILLIAM SEXTON

Dr. William Sexton

 

Director

 

February 24, 2012

/s/ MASON ROSS

Mason Ross

 

Director

 

February 24, 2012

/s/ THOMAS E. O'HERN

Thomas E. O'Hern

 

Senior Executive Vice President, Treasurer and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)

 

February 24, 2012

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EXHIBIT INDEX

Exhibit Number   Description
  3.1   Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)).
        
  3.1.1   Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995).
        
  3.1.2   Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
        
  3.1.3   Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
        
  3.1.4   Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3, as amended (No. 333-88718)).
        
  3.1.5   Articles of Amendment (declassification of Board) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  3.1.6   Articles Supplementary (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date February 5, 2009).
        
  3.1.7   Articles of Amendment (increased authorized shares) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
        
  3.2   Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 26, 2012).
        
  4.1   Form of Common Stock Certificate (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, as amended, event date November 10, 1998).
        
  4.2   Form of Preferred Stock Certificate (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3 (No. 333-107063)).
        
  4.3   Indenture, dated as of March 16, 2007, among the Company, the Operating Partnership and Deutsche Bank Trust Company Americas (includes form of the Notes and Guarantee) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  4.4   Warrant to Purchase Common Stock dated as of September 30, 2009, between the Company and Heitman M-rich Investors LLC (incorporated by reference as an exhibit to the Company's 2009 Form 10-K).
        
  10.1   Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
        
  10.1.1   Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 27, 1997 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997).
        
  10.1.2   Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
 
   

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Exhibit Number   Description
  10.1.3   Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.1.4   Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.1.5   Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
        
  10.1.6   Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 23, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
        
  10.1.7   Eighth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 9, 2000 (incorporated by reference as an exhibit to the Company's 2000 Form 10-K).
        
  10.1.8   Ninth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated July 26, 2002 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K event date July 26, 2002).
        
  10.1.9   Tenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated October 26, 2006 (incorporated by reference as an exhibit to the Company's 2006 Form 10-K).
        
  10.1.10   Eleventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 2007 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  10.1.11   Twelfth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 30, 2009 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
        
  10.1.12   Thirteenth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of October 29, 2009 (incorporated by reference as an exhibit to the Company's 2009 Form 10-K).
        
  10.1.13   Form of Fourteenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
        
  10.2 * Separation Agreement and Mutual Release of Claims between the Company and Tracey Gotsis dated May 31, 2011 (includes Consulting Agreement between the Company and Ms. Gotsis which became effective June 1, 2011).
        
  10.3 * Amended and Restated 1994 Incentive Plan (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.3.1 * Amendment to the Amended and Restated 1994 Incentive Plan dated as of March 31, 2001 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
        
  10.3.2 * Amendment to the Amended and Restated 1994 Incentive Plan (October 29, 2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
 
   

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Exhibit Number   Description
  10.4 * 1994 Eligible Directors' Stock Option Plan (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
        
  10.4.1 * Amendment to 1994 Eligible Directors Stock Option Plan (October 29, 2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
        
  10.5 * Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
        
  10.5.1 * Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.5.2 * Amendment No. 2 to Amended and Restated Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
        
  10.5.3 * 2005 Deferred Compensation Plan for Executives (incorporated by reference as an exhibit to the Company's 2004 Form 10-K).
        
  10.5.4 * Amendment Number 1 to 2005 Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.5.5 * Amendment No. 2 to 2005 Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
        
  10.6 * Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
        
  10.6.1 * Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.6.2 * Amendment No. 2 to Amended and Restated Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
        
  10.6.3 * 2005 Deferred Compensation Plan for Senior Executives (incorporated by reference as an exhibit to the Company's 2004 Form 10-K).
        
  10.6.4 * Amendment Number 1 to 2005 Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.6.5 * Amendment No. 2 to 2005 Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
        
  10.7 * Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of February 4, 2010) (incorporated by reference as an exhibit to the Company's 2009 Form 10-K).
        
  10.8   [Intentionally omitted]
        
  10.9   Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
 
   

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Exhibit Number   Description
  10.10   Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
        
  10.11   Registration Rights Agreement dated as of September 30, 2009, between the Company and Heitman M-rich Investors LLC (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
        
  10.12   [Intentionally omitted]
        
  10.13   Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
        
  10.14   Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.15   Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.16   Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.17   List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
        
  10.18   Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
        
  10.19   Form of Indemnification Agreement between the Company and its executive officers and directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.20   Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
        
  10.20.1   List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
        
  10.21   $1,500,000,000 Revolving Loan Facility Credit Agreement, dated as of May 2, 2011, by and among the Operating Partnership, the Company and the other guarantors party thereto, Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunning managers; JP Morgan Chase Bank, N.A., as syndication agent, and various lenders party thereto (includes the form of pledge and security agreement) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 2, 2011).
        
  10.21.1   First Amendment dated as of December 8, 2011 to the $1,500,000,000 Revolving Loan Facility Credit Agreement.
        
  10.21.2   Joinder Agreement dated as of December 8, 2011, by and among Wells Fargo Bank, the Operating Partnership, the Guarantors party hereto, and Deutsche Bank Trust Company Americas, as administrative agent (includes Amended Credit Agreement as Exhibit 1, amended as of December 8, 2011).
 
   

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Exhibit Number   Description
  10.22   Unconditional Guaranty, dated as of May 2, 2011, by and between the Company and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 2, 2011).
        
  10.22.1   Unconditional Guaranty, dated as of May 2, 2011, by and among the Guarantors and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 2, 2011).
        
  10.23   [Intentionally omitted]
        
  10.24   Tax Matters Agreement dated as of July 26, 2002 between The Macerich Partnership L.P. and the Protected Partners (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
        
  10.24.1   Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
        
  10.25 * 2000 Incentive Plan effective as of November 9, 2000 (including 2000 Cash Bonus/Restricted Stock Program and Stock Unit Program and Award Agreements) (incorporated by reference as an exhibit to the Company's 2000 Form 10-K).
        
  10.25.1 * Amendment to the 2000 Incentive Plan dated March 31, 2001 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
        
  10.25.2 * Amendment to 2000 Incentive Plan (October 29, 2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
        
  10.26 * Form of Stock Option Agreements under the 2000 Incentive Plan (incorporated by reference as an exhibit to the Company's 2000 Form 10-K).
        
  10.27 * 2003 Equity Incentive Plan, as amended and restated as of June 8, 2009 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date June 12, 2009).
        
  10.27.1 * Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).
        
  10.28 * Form of Restricted Stock Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.29 * Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan.
        
  10.30 * Form of Employee Stock Option Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.31 * Form of Non-Qualified Stock Option Grant under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.32 * Form of Restricted Stock Award Agreement for Non-Management Directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.32.1 * Form of LTIP Award Agreement under 2003 Equity Incentive Plan (Service-Based) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

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Exhibit Number   Description
  10.32.2 * Form of Stock Appreciation Right under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.32.3 * Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (Performance-Based).
        
  10.32.4 * Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (Performance-Based/Outperformance).
        
  10.33   Employee Stock Purchase Plan (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
        
  10.33.1   Amendment 2003-1 to Employee Stock Purchase Plan (October 29, 2003) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
        
  10.33.2   Amendment 2010-1 to Employee Stock Purchase Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).
        
  10.34 * Form of Management Continuity Agreement (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.34.1 * List of Omitted Management Continuity Agreements (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
        
  10.35   Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership, the Company and Taubman Realty Group Limited Partnership (Registration rights assigned by Taubman to three assignees) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
        
  10.36   2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP dated as of April 25, 2005 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
        
  10.37   Registration Rights Agreement dated as of April 25, 2005 among the Company and the persons names on Exhibit A thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
        
  10.38   Registration Rights Agreement, dated as of March 16, 2007, among the Company, J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  10.39 * Description of Director and Executive Compensation Arrangements
        
  21.1   List of Subsidiaries
        
  23.1   Consent of Independent Registered Public Accounting Firm (KPMG LLP)
        
  23.2   Consent of Independent Registered Public Accounting Firm (Deloitte and Touche LLP)
        
  31.1   Section 302 Certification of Arthur Coppola, Chief Executive Officer
        
  31.2   Section 302 Certification of Thomas O'Hern, Chief Financial Officer
        
  32.1   Section 906 Certifications of Arthur Coppola and Thomas O'Hern
        
  99.1   Capped Call Confirmation dated as of March 12, 2007 by and among the Company, Deutsche Bank AG, London Branch and Deutsche Bank AG, New York Branch (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).

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Exhibit Number   Description
  99.1.1   Amendment to Capped Call Confirmation dated as of March 15, 2007, by and among the Company, Deutsche Bank AG, London Branch and Deutsche Bank AG, New York Branch (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  99.2   Capped Call Confirmation dated as of March 12, 2007 by and between the Company and JPMorgan Chase Bank, National Association (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  99.2.1   Amendment to Capped Call Confirmation dated as of March 15, 2007 by and between the Company and JPMorgan Chase Bank, National Association (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
        
  101.INS   XBRL Instance Document
        
  101.SCH   XBRL Taxonomy Extension Schema Document
        
  101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
        
  101.LAB   XBRL Taxonomy Extension Label Linkbase Document
        
  101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document
        
  101.DEF   XBRL Taxonomy Extension Definition Linkbase Document

*
Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

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