MACERICH CO - Quarter Report: 2010 September (Form 10-Q)

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TABLE OF CONTENTS

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

FORM 10-Q

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

For the quarterly period ended September 30, 2010

Commission File No. 1-12504

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


MARYLAND		95-4448705
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401 (Address of principal executive office, including zip code)
(310) 394-6000 (Registrant's telephone number, including area code)
N/A (Former name, former address and former fiscal year, if changed since last report)

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 twelve (12) months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (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 during the preceding twelve (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 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.


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

Number of shares outstanding as of November 4, 2010 of the registrant's common stock, par value $0.01 per share: 130,110,676 shares

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THE MACERICH COMPANY

FORM 10-Q

INDEX


Part I	Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets of the Company as of September 30, 2010 and December 31, 2009	3
	Consolidated Statements of Operations of the Company for the three and nine months ended September 30, 2010 and 2009	4
	Consolidated Statement of Equity and Redeemable Noncontrolling Interests of the Company for the nine months ended September 30, 2010	5
	Consolidated Statements of Cash Flows of the Company for the nine months ended September 30, 2010 and 2009	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	54
Part II	Other Information
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Removed and Reserved	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signature		58

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THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

(Unaudited)

				September 30, 2010			December 31, 2009

ASSETS:
Property, net				$	5,670,183		$	5,657,939
Cash and cash equivalents					486,426			93,255
Restricted cash					80,102			41,619
Marketable securities					26,528			26,970
Tenant and other receivables, net					86,489			101,220
Deferred charges and other assets, net					322,162			276,922
Loans to unconsolidated joint ventures					6,972			2,316
Due from affiliates					4,674			6,034
Investments in unconsolidated joint ventures					1,015,986			1,046,196

			Total assets	$	7,699,522		$	7,252,471

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:
Mortgage notes payable:
	Related parties			$	303,752		$	196,827
	Others				2,974,361			3,039,209

			Total		3,278,113			3,236,036
Bank and other notes payable					630,135			1,295,598
Accounts payable and accrued expenses					72,475			70,275
Other accrued liabilities					260,009			266,197
Investments in unconsolidated joint ventures					65,830			67,052
Co-venture obligation					161,216			168,049
Preferred dividends payable					245			207

			Total liabilities		4,468,023			5,103,414

Redeemable noncontrolling interests					11,366			20,591

Commitments and contingencies
Equity:
	Stockholders' equity:
		Common stock, $0.01 par value, 250,000,000 shares authorized, 130,217,772 and 96,667,689 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively			1,302			967
		Additional paid-in capital			3,446,252			2,227,931
		Accumulated deficit			(522,335	)		(345,930	)
		Accumulated other comprehensive loss			(8,153	)		(25,397	)

			Total stockholders' equity		2,917,066			1,857,571
	Noncontrolling interests				303,067			270,895

			Total equity		3,220,133			2,128,466

			Total liabilities, redeemable noncontrolling interests and equity	$	7,699,522		$	7,252,471

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)

(Unaudited)

			For the Three Months Ended September 30,						For the Nine Months Ended September 30,

			2010			2009			2010			2009
Revenues:
	Minimum rents		$	106,612		$	117,593		$	311,102		$	361,365
	Percentage rents			3,862			3,907			9,957			9,383
	Tenant recoveries			61,954			59,228			180,222			185,137
	Management Companies			10,529			10,449			32,867			28,335
	Other			7,722			6,615			20,526			21,471

		Total revenues		190,679			197,792			554,674			605,691

Expenses:
	Shopping center and operating expenses			64,356			64,106			181,879			199,437
	Management Companies' operating expenses			22,042			16,400			68,696			58,702
	REIT general and administrative expenses			4,546			7,085			15,704			16,989
	Depreciation and amortization			62,801			60,902			181,930			186,678

				153,745			148,493			448,209			461,806

	Interest expense:
		Related parties		3,451			4,405			9,656			16,449
		Other		48,211			61,374			149,655			191,187

				51,662			65,779			159,311			207,636
	(Gain) loss on early extinguishment of debt, net			(2,096	)		455			(1,608	)		(29,145	)

		Total expenses		203,311			214,727			605,912			640,297
Equity in income of unconsolidated joint ventures				19,687			19,165			51,908			49,647
Co-venture expense				(269	)		—			(3,646	)		—
Income tax benefit (provision)				2,662			(302	)		5,252			878
(Loss) gain on sale or write down of assets, net				(8	)		157,612			574			159,776

Income from continuing operations				9,440			159,540			2,850			175,695

Discontinued operations:
	Gain (loss) on sale or write down of assets, net			48			3,968			(23	)		(23,045	)
	(Loss) income from discontinued operations			(20	)		863			(165	)		3,774

Total income (loss) from discontinued operations				28			4,831			(188	)		(19,271	)

Net income				9,468			164,371			2,662			156,424
Less net income attributable to noncontrolling interests				1,039			21,533			1,030			21,306

Net income attributable to the Company			$	8,429		$	142,838		$	1,632		$	135,118

Earnings per common share attributable to Company—basic:
	Income from continuing operations		$	0.06		$	1.70		$	—		$	1.92
	Discontinued operations			—			0.05			—			(0.21	)

	Net income available to common stockholders		$	0.06		$	1.75		$	—		$	1.71

Earnings per common share attributable to Company—diluted:
	Income from continuing operations		$	0.06		$	1.70		$	—		$	1.92
	Discontinued operations			—			0.05			—			(0.21	)

	Net income available to common stockholders		$	0.06		$	1.75		$	—		$	1.71

Weighted average number of common shares outstanding:
	Basic			130,213,000			79,496,000			116,992,000			77,898,000

	Diluted			130,213,000			79,694,000			116,992,000			77,898,000

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

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THE MACERICH COMPANY

CONSOLIDATED STATEMENT OF EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS

(Dollars in thousands, except per share data)

(Unaudited)

		Stockholders' Equity

		Common Stock
		Common Stock										Accumulated other Comprehensive Loss
		Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated other Comprehensive Loss			Total Stockholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
Balance January 1, 2010			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		—		—		—			1,632			—			1,632			683			2,315			347
	Interest rate swap/cap agreements		—		—		—			—			17,244			17,244			—			17,244			—

	Total comprehensive income		—		—		—			1,632			17,244			18,876			683			19,559			347
Amortization of share and unit-based plans			622,489		6		21,692			—			—			21,698			—			21,698			—
Exercise of stock warrants			—		—		(17,639	)		—			—			(17,639	)		—			(17,639	)		—
Employee stock purchases			15,710		—		376			—			—			376			—			376			—
Distributions paid ($1.60) per share			—		—		—			(178,037	)		—			(178,037	)		—			(178,037	)		—
Distributions to noncontrolling interests			—		—		—			—			—			—			(20,566	)		(20,566	)		(347	)
Stock dividend			1,449,542		14		43,072			—			—			43,086			—			43,086			—
Stock offering			31,000,000		310		1,220,570			—			—			1,220,880			—			1,220,880			—
Contributions from noncontrolling interests			—		—		—			—			—			—			2,426			2,426			—
Other			—		—		251			—			—			251			—			251			—
Conversion of noncontrolling interests to common shares			462,342		5		4,326			—			—			4,331			(4,331	)		—			—
Redemption of noncontrolling interests			—		—					—			—			—			(367	)		(367	)		(9,225	)
Adjustment of noncontrolling interest in Operating Partnership			—		—		(54,327	)		—			—			(54,327	)		54,327			—			—

Balance September 30, 2010			130,217,772	$	1,302	$	3,446,252		$	(522,335	)	$	(8,153	)	$	2,917,066		$	303,067		$	3,220,133		$	11,366

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)

(Unaudited)

				For the Nine Months Ended September 30,

				2010			2009
Cash flows from operating activities:
	Net income			$	2,662		$	156,424
	Adjustments to reconcile net income to net cash provided by operating activities:
		Gain on early extinguishment of debt, net			(1,608	)		(29,145	)
		Gain on sale or write down of assets, net			(574	)		(159,776	)
		Loss on sale or write down of assets, net from discontinued operations			23			23,045
		Depreciation and amortization			191,718			199,180
		Amortization of net discount on mortgages, bank and other notes payable			1,503			392
		Amortization of share and unit-based plans			11,204			5,719
		Equity in income of unconsolidated joint ventures			(51,908	)		(49,647	)
		Co-venture expense			3,646			—
		Distributions of income from unconsolidated joint ventures			11,068			7,981
		Changes in assets and liabilities, net of acquisitions and dispositions:
			Tenant and other receivables, net		22,888			3,519
			Other assets		(37,289	)		11,537
			Due from affiliates		1,360			(746	)
			Accounts payable and accrued expenses		(6,794	)		(46,365	)
			Other accrued liabilities		(21,074	)		(48,383	)

	Net cash provided by operating activities				126,825			73,735

Cash flows from investing activities:
	Acquisitions of property, development, redevelopment and property improvements				(129,643	)		(133,686	)
	Collection from note receivable				11,763			—
	Maturities of marketable securities				654			638
	Deferred leasing costs				(22,876	)		(22,218	)
	Distributions from unconsolidated joint ventures				84,796			137,112
	Contributions to unconsolidated joint ventures				(14,008	)		(41,421	)
	Loans to unconsolidated joint ventures, net				(4,656	)		(304	)
	Proceeds from sale of assets				—			342,109
	Restricted cash				(38,483	)		(9,239	)

	Net cash (used in) provided by investing activities				(112,453	)		272,991

Cash flows from financing activities:
	Proceeds from mortgages, bank and other notes payable				612,227			412,245
	Payments on mortgages, bank and other notes payable				(1,237,260	)		(778,852	)
	Repurchase of convertible senior notes				(18,191	)		(55,029	)
	Deferred financing costs				(7,596	)		(5,872	)
	Proceeds from share and unit-based plans				376			368
	Net proceeds from common stock offering				1,220,880			—
	Proceeds from issuance ot stock warrants				—			14,564
	Exercise of stock warrants				(17,639	)		—
	Redemption of noncontrolling interests				(9,592	)		—
	Contribution from co-venture partner				—			165,716
	Dividends and distributions				(153,927	)		(86,837	)
	Distributions to co-venture partner				(10,479	)		—

	Net cash provided by (used in) financing activities				378,799			(333,697	)

	Net increase in cash and cash equivalents				393,171			13,029
Cash and cash equivalents, beginning of period					93,255			66,529

Cash and cash equivalents, end of period				$	486,426		$	79,558

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)

		For the Nine Months Ended September 30,

		2010		2009
Supplemental cash flow information:
	Cash payments for interest, net of amounts capitalized	$	153,739	$	207,833

Non-cash transactions:
	Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities	$	42,651	$	35,501

	Accrued preferred dividend payable	$	245	$	207

	Stock dividend	$	43,086	$	68,117

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)

(Unaudited)

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 September 30, 2010, the Company was the sole general partner of and held a 92% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). 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, Westcor Partners, L.L.C., a single member Arizona limited liability company, Macerich Westcor Management LLC, a single member Delaware limited liability company, Westcor 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."

All references to the Company in this Quarterly Report on Form 10-Q include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.

2. Summary of Significant Accounting Policies:

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by independent public accountants.

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 unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 2009 has been derived from the audited financial statements, but does not include all disclosures required by GAAP.

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Deferred Charges:

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 of renewal periods
Leasing commissions and legal costs		5-10 years

Tenant and Other Receivables, net:

Included in tenant and other receivables, net, is an allowance for doubtful accounts of $5,933 and $5,943 at September 30, 2010 and December 31, 2009, 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 September 30, 2010 and December 31, 2009, the note had a balance of $9,051 and $9,227, respectively.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

On January 1, 2008, in connection with the redemption of participating preferred units, the Company received an unsecured note receivable that bore interest at 9.0% and matured on June 30, 2010. The note was paid off in full on June 30, 2010 and had a balance at December 31, 2009 of $11,763.

On August 16, 2009, the Company received a note receivable from J&R Holdings XV, LLC ("Pederson") that bears interest at 10% and matures August 14, 2014. Pederson is considered a related party because it has an ownership interest in Promenade at Casa Grande. The note is secured by Pederson's interest in Promenade at Casa Grande. Interest income on the note was $28 and $111 for the three and nine months ended September 30, 2010, respectively. The balance on the note at September 30, 2010 and December 31, 2009 was $1,036 and $1,800, respectively.

Recent Accounting Pronouncements Adopted:

In June 2009, the Financial Accounting Standards Board ("FASB") issued new guidance which removes the concept of a qualifying special-purpose entity and requires a transferor to consider all arrangements or agreements made contemporaneously with, or in contemplation of, a transfer of a financial asset in order to determine whether a transferor and all of the entities included in the transferor's financial statements being presented have surrendered control of the transferred financial asset. The adoption of this pronouncement on January 1, 2010 did not have a material impact on the Company's consolidated financial statements.

In June 2009, the FASB issued new consolidation guidance for determining whether a reporting enterprise is the primary beneficiary in a variable interest entity and therefore should consolidate the variable interest entity in its financial statements. The new consolidation guidance also requires ongoing reassessments and additional disclosures about the reporting enterprise's involvement with the variable interest entity. The Company identified two variable interest entities which meet the criteria for consolidation under the new consolidation guidance. The Company determined that it is the primary beneficiary of these variable interest entities as it has both the power to direct activities that most significantly impact the economic performance of the variable interest entities and the obligation to absorb losses or right to receive benefits that could potentially be significant to the variable interest entities. The adoption of the new consolidation guidance did not have a material impact on the Company's consolidated financial statements as the Company had consolidated these variable interest entities in its consolidated financial statements based upon the risks and rewards-based quantitative approach under the prior consolidation guidance. The aggregate total revenues of these variable interest entities included in the accompanying consolidated statements of operations was $2,745 and $9,074 for the three and nine months ended September 30, 2010, respectively. The total expenses relating to the operating activities of these variable interest entities included in the accompanying consolidated statements of operations were $3,315 and $11,014 for the three and nine months ended September 30, 2010, respectively. At September 30, 2010, the significant assets and liabilities of these variable interest entities consisted of property of $81,497 and mortgage notes payable of $40,111.

In January 2010, the FASB issued new guidance that requires new disclosures and clarifications of existing disclosures related to transfers in and out of Level 1 and Level 2 fair value measurements,

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

further disaggregation of fair value measurement disclosures for each class of assets and liabilities, and additional details of valuation techniques and inputs utilized. The adoption of this pronouncement on January 1, 2010 did not have a material impact on the Company's consolidated financial statements.

In January 2010, the FASB issued new guidance that requires that dividends declared and payable in a combination of stock and cash be included in earnings per share prospectively and not be considered a stock dividend for purposes of computing earnings per share. This guidance is consistent with the Company's previous accounting treatment and therefore the adoption of this pronouncement on January 1, 2010 did not have a material impact on 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)

(Unaudited)

3. Earnings per Share ("EPS"):

The following table reconciles the numerator and denominator used in the computation of earnings per share for the three and nine months ended September 30, 2010 and 2009:

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,

		2010			2009			2010			2009
Numerator
Income from continuing operations		$	9,440		$	159,540		$	2,850		$	175,695
Income (loss) from discontinued operations			28			4,831			(188	)		(19,271	)
Income attributable to noncontrolling interests			(1,039	)		(21,533	)		(1,030	)		(21,306	)

Net income attributable to the Company			8,429			142,838			1,632			135,118
Allocation of earnings to participating securities			(551	)		(3,347	)		(2,073	)		(2,241	)

Numerator for basic earnings per share—net income (loss) available to common stockholders			7,878			139,491			(441	)		132,877
Effect of assumed conversions:
	Convertible non-participating preferred units		—			208			—			—

Numerator for diluted earnings per share—net income (loss) available to common stockholders		$	7,878		$	139,699		$	(441	)	$	132,877

Denominator
Denominator for basic earnings per share—weighted average number of common shares outstanding			130,213			79,496			116,992			77,898
Effect of dilutive securities:(1)
	Convertible non-participating preferred units(2)		—			198			—			—

Denominator for diluted earnings per share—weighted average number of common shares outstanding			130,213			79,694			116,992			77,898

Earnings per common share—basic:
	Income from continuing operations	$	0.06		$	1.70		$	—		$	1.92
	Discontinued operations		—			0.05			—			(0.21	)

	Net income available to common stockholders	$	0.06		$	1.75		$	—		$	1.71

Earnings per common share—diluted:
	Income from continuing operations	$	0.06		$	1.70		$	—		$	1.92
	Discontinued operations		—			0.05			—			(0.21	)

	Net income available to common stockholders	$	0.06		$	1.75		$	—		$	1.71

(1): The Senior Notes (See Note 11—Bank and Other Notes Payable) are excluded from diluted EPS for the three and nine months ended September 30, 2010 and 2009 as their effect would be antidilutive to net income (loss) available to common stockholders.

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Earnings per Share ("EPS"): (Continued)

Diluted EPS excludes 11,807,680 and 11,852,494 partnership units for the three months ended September 30, 2010 and 2009, respectively, and 12,006,574 and 11,735,942 for the nine months ended September 30, 2010 and 2009, respectively, as their effect was antidilutive to net income available to common stockholders.

Diluted EPS excludes 1,150,172 unexercised stock appreciation rights ("SARs") for the three and nine months ended September 30, 2010 and 1,166,334 unexercised SARs for the three and nine months ended September 30, 2009, as their effect was antidilutive to net income available to common stockholders.

Diluted EPS excludes 127,500 unexercised stock options for the three and nine months ended September 30, 2010 and 132,500 unexercised stock options for the three and nine months ended September 30, 2009, as their effect was antidilutive to net income available to common stockholders.

Diluted EPS excludes 935,358 unexercised stock warrants for the three and nine months ended September 30, 2010 and 2009, as their effect was antidilutive to net income available to common stockholders.

(2): Diluted EPS excludes 208,640 convertible non-participating preferred units for the three and nine months ended September 30, 2010 and 195,000 convertible non-participating preferred units for the nine months ended September 30, 2009, as their effect was antidilutive to net income available to common stockholders.

4. Investments in Unconsolidated Joint Ventures:

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 Pacific Premier Retail Trust, Camelback Colonnade SPE LLC, Corte Madera Village, LLC, Queens Mall Limited Partnership and Queens Mall 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 has recently made the following investments 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. The Company used the proceeds from the sale of the ownership interest in the property to pay down a term loan and for general corporate purposes. The results of Queens Center are included below for the period subsequent to the sale of the ownership interest.

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

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 14—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 recognized a gain on sale of $2,506. The remaining net cash proceeds in excess of the Company's carrying value in the interest sold 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 a 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.

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:

		September 30, 2010			December 31, 2009

Assets(1):
	Properties, net	$	5,049,390		$	5,294,495
	Other assets		471,226			518,946

	Total assets	$	5,520,616		$	5,813,441

Liabilities and partners' capital(1):
	Mortgage notes payable(2)	$	4,622,143		$	4,807,262
	Other liabilities		202,683			208,863
	Company's capital		354,963			377,711
	Outside partners' capital		340,827			419,605

	Total liabilities and partners' capital	$	5,520,616		$	5,813,441

Investment in unconsolidated joint ventures:
	Company's capital	$	354,963		$	377,711
	Basis adjustment(3)		595,193			601,433

	Investments in unconsolidated joint ventures	$	950,156		$	979,144

	Assets—Investments in unconsolidated joint ventures	$	1,015,986		$	1,046,196
	Liabilities—Investments in unconsolidated joint ventures(4)		(65,830	)		(67,052	)

		$	950,156		$	979,144

(1): These amounts include the assets and liabilities of the following significant subsidiaries as of September 30, 2010 and December 31, 2009:

	SDG Macerich Properties, L.P.		Pacific Premier Retail Trust		Tysons Corner LLC

As of September 30, 2010:
Total Assets	$	825,328	$	1,097,684	$	328,197
Total Liabilities	$	813,838	$	1,020,071	$	328,516
As of December 31, 2009:
Total Assets	$	850,593	$	1,122,156	$	323,535
Total Liabilities	$	818,912	$	1,030,429	$	328,780

(2): Certain joint ventures have debt that could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of September 30, 2010 and December 31, 2009, a total of $17,143 and $17,450, respectively, could become recourse debt to the Company.

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $575,433 and $581,774 as of September 30, 2010 and December 31, 2009, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense incurred on these borrowings amounted to $10,208 and $9,384 for the three months ended September 30, 2010 and 2009, respectively, and $30,637 and $16,895 for the nine months ended September 30, 2010 and 2009, respectively.

(3): This represents the difference between the cost of an investment and the book value of the underlying equity of the joint venture. The Company amortizes this difference into income on a straight-line basis, consistent with the lives of the underlying assets. The amortization of this difference was $1,662 and $2,319 for the three months ended September 30, 2010 and 2009, respectively, and $4,942 and $7,429 for the nine months ended September 30, 2010 and 2009, respectively.
(4): This represents investments in unconsolidated joint ventures with distributions in excess of the Company's investments.

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

			SDG Macerich Properties, L.P.		Pacific Premier Retail Trust		Tysons Corner LLC		Other Joint Ventures			Total

Three Months Ended September 30, 2010
Revenues:
	Minimum rents		$	22,128	$	32,245	$	15,936	$	87,865		$	158,174
	Percentage rents			888		987		375		4,444			6,694
	Tenant recoveries			12,025		13,008		9,791		47,274			82,098
	Other			759		2,436		742		8,301			12,238

		Total revenues		35,800		48,676		26,844		147,884			259,204

Expenses:
	Shopping center and operating expenses			12,784		14,494		7,999		58,511			93,788
	Interest expense			11,722		13,148		4,055		38,878			67,803
	Depreciation and amortization			7,705		10,012		4,671		30,103			52,491

	Total operating expenses			32,211		37,654		16,725		127,492			214,082

Gain on sale of assets				3		468		—		985			1,456

Net income			$	3,592	$	11,490	$	10,119	$	21,377		$	46,578

Company's equity in net income			$	1,796	$	5,954	$	2,405	$	9,532		$	19,687

Three Months Ended September 30, 2009
Revenues:
	Minimum rents		$	22,393	$	34,087	$	14,415	$	81,922		$	152,817
	Percentage rents			911		1,154		298		3,924			6,287
	Tenant recoveries			12,450		12,257		9,735		39,761			74,203
	Other			838		1,088		616		6,728			9,270

		Total revenues		36,592		48,586		25,064		132,335			242,577

Expenses:
	Shopping center and operating expenses			14,261		13,729		7,923		48,826			84,739
	Interest expense			11,768		13,159		3,923		34,342			63,192
	Depreciation and amortization			7,918		9,294		4,482		27,391			49,085

	Total operating expenses			33,947		36,182		16,328		110,559			197,016

Loss on sale of assets				—		—		—		(1,962	)		(1,962	)

Net income			$	2,645	$	12,404	$	8,736	$	19,814		$	43,599

Company's equity in net income			$	1,322	$	6,359	$	4,368	$	7,116		$	19,165

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

			SDG Macerich Properties, L.P.		Pacific Premier Retail Trust			Tysons Corner LLC		Other Joint Ventures			Total

Nine Months Ended September 30, 2010
Revenues:
	Minimum rents		$	66,283	$	95,841		$	45,010	$	263,491		$	470,625
	Percentage rents			2,084		2,950			759		8,837			14,630
	Tenant recoveries			33,647		37,420			28,765		135,761			235,593
	Other			2,409		4,967			2,007		21,478			30,861

		Total revenues		104,423		141,178			76,541		429,567			751,709

Expenses:
	Shopping center and operating expenses			37,817		41,571			23,890		167,318			270,596
	Interest expense			34,807		39,222			12,204		116,391			202,624
	Depreciation and amortization			23,107		28,947			13,922		92,119			158,095

	Total operating expenses			95,731		109,740			50,016		375,828			631,315

Gain on sale of assets				6		468			—		357			831
Loss on early extinguishment of debt				—		(1,352	)		—		—			(1,352	)

Net income			$	8,698	$	30,554		$	26,525	$	54,096		$	119,873

Company's equity in net income			$	4,349	$	15,691		$	10,225	$	21,643		$	51,908

Nine Months Ended September 30, 2009
Revenues:
	Minimum rents		$	67,872	$	98,888		$	43,561	$	219,638		$	429,959
	Percentage rents			2,155		2,571			680		7,192			12,598
	Tenant recoveries			36,583		36,709			28,353		107,325			208,970
	Other			2,524		3,058			1,501		16,527			23,610

		Total revenues		109,134		141,226			74,095		350,682			675,137

Expenses:
	Shopping center and operating expenses			42,228		40,698			23,627		132,116			238,669
	Interest expense			34,925		37,838			11,885		90,079			174,727
	Depreciation and amortization			22,942		27,136			13,436		79,690			143,204

	Total operating expenses			100,095		105,672			48,948		301,885			556,600

Gain (loss) on sale of assets				44		—			—		(1,845	)		(1,801	)

Net income			$	9,083	$	35,554		$	25,147	$	46,952		$	116,736

Company's equity in net income			$	4,541	$	18,133		$	12,574	$	14,399		$	49,647

Table of Contents

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Property/Entity(1)	Notional Amount		Product				Fair Value

La Cumbre Plaza	$	30,000	Cap	3.00	%	6/9/2011	$	—
Paradise Valley Mall		85,000	Cap	5.00	%	9/12/2011		—
The Oaks		150,000	Cap	6.25	%	7/1/2011		—
Victor Valley Mall		100,000	Swap	5.08	%	4/25/2011		(2,732	)
Vintage Faire Mall		135,000	Swap	5.08	%	4/25/2011		(3,688	)
Westside Pavilion		175,000	Cap	5.50	%	6/5/2011		—
Westside Pavilion		165,000	Swap	5.08	%	4/25/2011		(4,508	)

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Unobservable Inputs (Level 3)		Total

Assets
Derivative instruments	$	—	—	$	—	$	—
Liabilities
Derivative instruments		—	10,928		—		10,928

	September 30, 2010			December 31, 2009

Land	$	1,147,464		$	1,052,761
Building improvements		4,894,987			4,614,706
Tenant improvements		382,992			338,259
Equipment and furnishings		120,501			108,199
Construction in progress		308,297			583,334

		6,854,241			6,697,259
Less accumulated depreciation		(1,184,058	)		(1,039,320	)

	$	5,670,183		$	5,657,939

	September 30, 2010			December 31, 2009

Government debt securities, at par value	$	27,171		$	27,825
Less discount		(643	)		(855	)

		26,528			26,970
Unrealized gain		3,059			2,637

Fair value	$	29,587		$	29,607


1 year or less	$	1,434
2 to 5 years		25,737

	$	27,171

		September 30, 2010			December 31, 2009

Leasing		$	180,250		$	149,155
Financing			55,465			48,287
Intangible assets:
	In-place lease values		100,385			109,705
	Leasing commissions and legal costs		29,372			30,925
Other assets			119,625			82,852

			485,097			420,924
Less accumulated amortization(1)			(162,935	)		(144,002	)

		$	322,162		$	276,922

	September 30, 2010			December 31, 2009

Above-Market Leases
Original allocated value	$	51,220		$	50,573
Less accumulated amortization		(36,804	)		(33,632	)

	$	14,416		$	16,941

Below-Market Leases
Original allocated value	$	122,475		$	120,227
Less accumulated amortization		(82,036	)		(71,416	)

	$	40,439		$	48,811

	Carrying Amount of Mortgage Notes(1)

	September 30, 2010				December 31, 2009
Property Pledged as Collateral	Other		Related Party		Other		Related Party		Interest Rate(2)			Monthly Payment Term(3)		Maturity Date
Capitola Mall	$	—	$	33,997	$	—	$	35,550		7.13	%	$	380		2011
Carmel Plaza(4)		—		—		24,309		—		—			—		—
Chandler Fashion Center(5)		160,297				163,028		—		5.50	%		435		2012
Chesterfield Towne Center(6)		50,955		—		52,369		—		9.07	%		548		2024
Danbury Fair Mall(7)		110,000		110,000		163,111		—		5.53	%		1,351		2020
Deptford Mall		172,500		—		172,500		—		5.41	%		778		2013
Deptford Mall		15,300		—		15,451		—		6.46	%		101		2016
Fiesta Mall		84,000		—		84,000		—		4.98	%		348		2015
Flagstaff Mall		37,000		—		37,000		—		5.03	%		155		2015
Freehold Raceway Mall(5)		160,788		—		165,546		—		4.68	%		1,184		2011
Fresno Fashion Fair		83,045		83,045		83,781		83,780		6.76	%		1,104		2015
Great Northern Mall		38,276		—		38,854		—		5.19	%		234		2013
Hilton Village		8,577		—		8,564		—		5.27	%		37		2012
La Cumbre Plaza(8)		27,998		—		30,000		—		2.44	%		27		2010
Northgate, The Mall at(9)		34,832		—		8,844		—		7.00	%		174		2013
Northridge Mall(10)		—		—		71,486		—		—			—		—
Oaks, The(11)		165,000		—		165,000		—		2.33	%		320		2011
Oaks, The(12)		92,264		—		92,224		—		2.83	%		182		2011
Pacific View		84,533		—		85,797		—		7.20	%		602		2011
Panorama Mall(13)		—		—		50,000		—		—			—		—
Paradise Valley Mall(14)		85,000		—		85,000		—		6.30	%		446		2012
Prescott Gateway		60,000		—		60,000		—		5.86	%		293		2011
Promenade at Casa Grande(15)		86,617		—		86,617		—		5.05	%		361		2010
Rimrock Mall		40,850		—		41,430		—		7.57	%		320		2011
Salisbury, Center at		115,000		—		115,000		—		5.83	%		559		2016
Santa Monica Place(16)		75,665		—		76,652		—		7.79	%		606		2010
SanTan Village Regional Center(17)		138,087		—		136,142		—		2.97	%		342		2011
Shoppingtown Mall		40,111		—		41,381		—		5.01	%		319		2011
South Plains Mall(18)		104,470		—		53,936		—		6.52	%		648		2015
South Towne Center		88,015		—		88,854		—		6.39	%		554		2015
Towne Mall		13,481		—		13,869		—		4.99	%		100		2012
Tucson La Encantada		—		76,710		—		77,497		5.84	%		358		2012
Twenty Ninth Street(19)		106,700		—		106,703		—		5.45	%		467		2011
Valley River Center		120,000		—		120,000		—		5.59	%		559		2016
Valley View Center(20)		125,000		—		125,000		—		5.81	%		605		2011
Victor Valley, Mall of(21)		100,000		—		100,000		—		6.94	%		578		2011
Vintage Faire Mall(22)		135,000		—		62,186		—		8.37	%		942		2015
Westside Pavilion(23)		175,000		—		175,000		—		7.81	%		1,139		2011
Wilton Mall(24)		40,000		—		39,575		—		1.26	%		42		2013

	$	2,974,361	$	303,752	$	3,039,209	$	196,827

Property Pledged as Collateral	September 30, 2010			December 31, 2009

Danbury Fair Mall	$	—		$	4,938
Deptford Mall		(32	)		(36	)
Freehold Raceway Mall		2,932			5,507
Great Northern Mall		(89	)		(110	)
Hilton Village		(23	)		(36	)
Shoppingtown Mall		755			1,565
Towne Mall		206			277

	$	3,749		$	12,105

		LTIP Units					Stock Awards					Phantom Stock					SARs					Stock Units

		Units			Value(1)		Shares			Value(1)		Units			Value(1)		Units			Value(1)		Units			Value(1)
Balance at January 1, 2010			252,940		$	55.50		126,137		$	69.53		—		$	—		1,135,397		$	7.51		1,567,597		$	7.17
	Granted		232,632			48.89		11,664			38.58		52,378			34.89		—			—		—			—
	Vested		(213,346	)		54.45		(74,143	)		78.48		(19,298	)		36.24		—			—		(529,048	)		7.17
	Forfeited		—			—		(307	)		61.17		—			—		(76,275	)		7.68		—			—

Balance at September 30, 2010			272,226		$	50.68		63,351		$	53.69		33,080		$	34.10		1,059,122		$	7.50		1,038,549		$	7.17


Buildings and improvements		5 - 40 years
Tenant improvements		5 - 7 years
Equipment and furnishings		5 - 7 years


Deferred lease costs		1 - 15 years
Deferred financing costs		1 - 15 years
In-place lease values		Remaining lease term plus an estimate of renewal periods
Leasing commissions and legal costs		5 - 10 years

Property	Recourse Debt

Boulevard Shops	$	4,280	12/17/2010
Chandler Village Center		4,375	1/15/2011
The Market at Estrella Falls		8,488	6/1/2011

	$	17,143

	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)	$	4,128,557	$	1,501,166	$	1,382,471	$	452,429	$	792,491
Operating lease obligations(1)		822,052		11,036		22,855		24,048		764,113
Purchase obligations(1)		18,000		18,000		—		—		—
Other long-term liabilities(2)		239,882		192,184		3,864		4,172		39,662

	$	5,208,491	$	1,722,386	$	1,409,190	$	480,649	$	1,596,266

		For the years ended September 30,

		2011			2012			2013			2014			2015			Thereafter			Total			FV
CONSOLIDATED CENTERS:
Long term debt:
	Fixed rate(1)	$	799,988		$	193,666		$	956,808		$	74,990		$	350,924		$	745,374		$	3,121,750		$	2,949,041
	Average interest rate		6.56	%		6.23	%		5.44	%		5.90	%		6.30	%		6.32	%		6.09	%
	Floating rate		626,916			84,750			74,832			—			—			—			786,498			784,717
	Average interest rate		3.47	%		6.30	%		3.93	%											3.82	%

Total debt—Consolidated Centers		$	1,426,904		$	278,416		$	1,031,640		$	74,990		$	350,924		$	745,374		$	3,908,248		$	3,733,758

UNCONSOLIDATED JOINT VENTURE CENTERS:
Long term debt (at Company's pro rata share):
	Fixed rate	$	107,747		$	206,206		$	484,062		$	225,415		$	163,415		$	737,327		$	1,924,172		$	1,887,560
	Average interest rate		6.99	%		6.90	%		6.21	%		5.26	%		5.97	%		6.20	%		6.20	%
	Floating rate		293,626			—			—			—			—			—			293,626			293,382
	Average interest rate		3.07	%																	3.07	%

Total debt—Unconsolidated Joint Venture Centers		$	401,373		$	206,206		$	484,062		$	225,415		$	163,415		$	737,327		$	2,217,798		$	2,180,942

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2010		2009		2010		2009
LTIP units	$	3,669	$	916	$	9,110	$	2,883
Stock awards		493		1,568		2,579		5,261
Stock units		2,181		954		7,227		2,168
Stock options		107		150		402		445
SARs		730		749		1,681		2,117
Phantom stock units		241		166		699		487

	$	7,421	$	4,503	$	21,698	$	13,361


3.1*		Articles of Amendment and Restatement of the Company
3.1.1**		Articles Supplementary of the Company
3.1.2***		Articles Supplementary of the Company (with respect to the first paragraph)
3.1.3****		Articles Supplementary of the Company (Series D Preferred Stock)
3.1.4#		Articles Supplementary of the Company
3.1.5#**		Articles of Amendment of the Company (declassification of the Board)
3.1.6#****		Articles Supplementary of the Company
3.1.7#***		Articles of Amendment of the Company (increased authorized shares)
3.2##		Amended and Restated Bylaws of the Company (June 30, 2010)
4.1###		Form of Common Stock Certificate
4.2####		Form of Preferred Stock Certificate (Series D Preferred Stock)
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)
4.4##*		Warrant to Purchase Common Stock, dated as of September 30, 2009, between the Company and Heitman M-rich Investors LLC
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 Certification of Arthur Coppola, Chief Executive Officer, and Thomas O'Hern, Chief Financial Officer
101		The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Operations, (3) the Consolidated Statement of Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements, tagged as blocks of text.


		THE MACERICH COMPANY
		By:		/s/ THOMAS E. O'HERN Thomas E. O'Hern Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Property/Entity(1)	Notional Amount		Product						Fair Value(1)

Camelback Colonnade	$	41,500	Cap	8.54	%	11/15/2010	75	%	$	—
Desert Sky Mall		51,500	Cap	7.65	%	3/15/2011	50	%		—
La Cumbre Plaza		30,000	Cap	3.00	%	6/9/2011	100	%		—
Paradise Valley Mall		85,000	Cap	5.00	%	9/12/2011	100	%		—
Superstition Springs Center		67,500	Cap	8.63	%	9/9/2011	33	%		—
The Oaks		150,000	Cap	6.25	%	7/1/2011	100	%		—
Victor Valley Mall		100,000	Swap	5.08	%	4/25/2011	100	%		(2,732	)
Vintage Faire Mall		135,000	Swap	5.08	%	4/25/2011	100	%		(3,688	)
Westside Pavilion		175,000	Cap	5.50	%	6/5/2011	100	%		—
Westside Pavilion		165,000	Swap	5.08	%	4/25/2011	100	%		(4,508	)