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

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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 March 31, 2010

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)
(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 o 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 May 5, 2010 of the registrant's common stock, par value $.01 per share: 129,738,139 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 March 31, 2010 and December 31, 2009	3
	Consolidated Statements of Operations of the Company for the three months ended March 31, 2010 and 2009	4
	Consolidated Statement of Equity of the Company for the three months ended March 31, 2010	5
	Consolidated Statements of Cash Flows of the Company for the three months ended March 31, 2010 and 2009	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51
Part II	Other Information
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Removed and Reserved	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
Signature		55

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THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

(Unaudited)

				March 31, 2010			December 31, 2009

ASSETS:
Property, net				$	5,645,778		$	5,657,939
Cash and cash equivalents					96,226			93,255
Restricted cash					43,291			41,619
Marketable securities					27,042			26,970
Tenant and other receivables, net					115,813			101,220
Deferred charges and other assets, net					296,282			276,922
Loans to unconsolidated joint ventures					2,705			2,316
Due from affiliates					5,846			6,034
Investments in unconsolidated joint ventures					1,033,966			1,046,196

			Total assets	$	7,266,949		$	7,252,471

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:
Mortgage notes payable:
	Related parties			$	195,794		$	196,827
	Others				3,027,932			3,039,209

			Total		3,223,726			3,236,036
Bank and other notes payable					1,333,083			1,295,598
Accounts payable and accrued expenses					68,334			70,275
Other accrued liabilities					259,534			266,197
Investments in unconsolidated joint ventures					68,599			67,052
Co-venture obligation					165,940			168,049
Preferred dividends payable					207			207

			Total liabilities		5,119,423			5,103,414

Redeemable noncontrolling interests					20,591			20,591

Commitments and contingencies
Equity:
	Stockholders' equity:
		Common stock, $0.01 par value, 250,000,000 shares authorized, 98,758,930 and 96,667,689 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively			987			967
		Additional paid-in capital			2,272,616			2,227,931
		Accumulated deficit			(399,284	)		(345,930	)
		Accumulated other comprehensive loss			(17,418	)		(25,397	)

			Total stockholders' equity		1,856,901			1,857,571
	Noncontrolling interests				270,034			270,895

			Total equity		2,126,935			2,128,466

			Total liabilities, redeemable noncontrolling interests and equity	$	7,266,949		$	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 March 31,

			2010			2009
Revenues:
	Minimum rents		$	101,980		$	123,209
	Percentage rents			2,987			2,801
	Tenant recoveries			61,009			64,145
	Management Companies			10,221			8,541
	Other			5,917			7,025

		Total revenues		182,114			205,721

Expenses:
	Shopping center and operating expenses			60,821			69,424
	Management Companies' operating expenses			22,187			23,431
	REIT general and administrative expenses			7,518			5,258
	Depreciation and amortization			59,215			63,475

				149,741			161,588

	Interest expense:
		Related parties		3,102			5,790
		Other		52,309			64,149

				55,411			69,939
	Gain on early extinguishment of debt			—			(22,474	)

		Total expenses		205,152			209,053
Equity in income of unconsolidated joint ventures				16,459			15,926
Co-venture expense				(1,384	)		—
Income tax benefit				1,215			801
Gain on sale or write down of assets				—			773

(Loss) income from continuing operations				(6,748	)		14,168

Discontinued operations:
	Loss on sale or write down of assets			—			(17	)
	(Loss) income from discontinued operations			(113	)		2,270

Total (loss) income from discontinued operations				(113	)		2,253

Net (loss) income				(6,861	)		16,421
Less net (loss) income attributable to noncontrolling interests				(504	)		2,405

Net (loss) income attributable to the Company			$	(6,357	)	$	14,016

Earnings per common share attributable to Company—basic:
	(Loss) income from continuing operations		$	(0.08	)	$	0.15
	Discontinued operations			—			0.03

	Net (loss) income available to common stockholders		$	(0.08	)	$	0.18

Earnings per common share attributable to Company—diluted:
	(Loss) income from continuing operations		$	(0.08	)	$	0.15
	Discontinued operations			—			0.03

	Net (loss) income available to common stockholders		$	(0.08	)	$	0.18

Weighted average number of common shares outstanding:
	Basic			96,951,000			76,897,000

	Diluted			96,951,000			88,551,000

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

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THE MACERICH COMPANY

CONSOLIDATED STATEMENT OF EQUITY

(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 loss		—		—		—			(6,357	)		—			(6,357	)		(650	)		(7,007	)		146
	Interest rate swap/cap agreements		—		—		—			—			7,979			7,979			—			7,979			—

	Total comprehensive income		—		—		—			(6,357	)		7,979			1,622			(650	)		972			146
Amortization of share and unit-based plans			609,822		6		5,198			—			—			5,204			—			5,204			—
Distributions paid ($0.60) per share			—		—		—			(46,997	)		—			(46,997	)		—			(46,997	)		—
Distributions to noncontrolling interests			—		—		—			—			—			—			(6,686	)		(6,686	)		(146	)
Issuance of common shares			1,449,542		14		43,072			—			—			43,086			—			43,086			—
Contributions from noncontrolling interests			—		—		—			—			—			—			2,163			2,163			—
Conversion of noncontrolling interests to common shares			31,877		—		1,068			—			—			1,068			(1,068	)		—			—
Redemption of noncontrolling interests			—		—		(113	)		—			—			(113	)		(162	)		(275	)		—
Other			—		—		1,002			—			—			1,002			—			1,002			—
Adjustment of noncontrolling interest in Operating Partnership			—		—		(5,542	)		—			—			(5,542	)		5,542			—			—

Balance March 31, 2010			98,758,930	$	987	$	2,272,616		$	(399,284	)	$	(17,418	)	$	1,856,901		$	270,034		$	2,126,935		$	20,591

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 Three Months Ended March 31,

				2010			2009
Cash flows from operating activities:
	Net (loss) income			$	(6,861	)	$	16,421
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Gain on early extinguishment of debt			—			(22,474	)
		Gain on sale or write down of assets			—			(773	)
		Loss on sale of assets of discontinued operations			—			17
		Depreciation and amortization			61,906			67,396
		Amortization of net discount on mortgage and bank and other notes payable			416			222
		Amortization of share and unit-based plans			2,804			2,615
		Equity in income of unconsolidated joint ventures			(16,459	)		(15,926	)
		Co-venture expense			1,384			—
		Distributions of income from unconsolidated joint ventures			3,582			3,905
		Changes in assets and liabilities, net of acquisitions and dispositions:
			Tenant and other receivables, net		5,331			12,546
			Other assets		(16,656	)		36,081
			Accounts payable and accrued expenses		11,659			(37,809	)
			Due from affiliates		188			2,934
			Other accrued liabilities		17,623			(43,582	)

	Net cash provided by operating activities				64,917			21,573

Cash flows from investing activities:
	Acquisitions of property, development, redevelopment and property improvements				(67,191	)		(55,959	)
	Deferred leasing costs				(9,271	)		(8,929	)
	Distributions from unconsolidated joint ventures				32,230			71,505
	Contributions to unconsolidated joint ventures				(5,312	)		(9,999	)
	Loans to unconsolidated joint ventures				(389	)		(118	)
	Proceeds from sale of assets				—			2,480
	Restricted cash				(1,672	)		(1,222	)

	Net cash used in investing activities				(51,605	)		(2,242	)

Cash flows from financing activities:
	Proceeds from mortgages, bank and other notes payable				198,948			206,430
	Payments on mortgages, bank and other notes payable				(194,185	)		(107,943	)
	Repurchase of convertible senior notes				—			(30,964	)
	Deferred financing costs				(2,492	)		(2,191	)
	Dividends and distributions				(9,119	)		(71,263	)
	Distributions to co-venture partner				(3,493	)		—
	Dividends to preferred stockholders / preferred unitholders				—			(393	)

	Net cash used in financing activities				(10,341	)		(6,324	)

	Net increase in cash				2,971			13,007
Cash and cash equivalents, beginning of period					93,255			66,529

Cash and cash equivalents, end of period				$	96,226		$	79,536

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

(Unaudited)

			For the Three Months Ended March 31,

			2010		2009
Supplemental cash flow information:
	Cash payments for interest, net of amounts capitalized		$	58,023	$	73,329

Non-cash transactions:
	Accrued development costs included in accounts payable and accrued expenses
		and other accrued liabilities	$	28,926	$	58,084

	Accrued preferred dividend payable		$	207	$	243

	Stock dividend		$	43,086	$	—

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 March 31, 2010, the Company was the sole general partner of and held an 89% 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 content 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 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 Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion of management,

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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)

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 Consolidated Statement 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. Leasing commissions and legal costs are amortized on a straight-line basis over the individual lease years.

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

Tenant and Other Receivables, net:

Included in tenant and other receivables, net, is an allowance for doubtful accounts of $6,019 and $5,943 at March 31, 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 March 31, 2010 and December 31, 2009, the note had a balance of $9,168 and $9,227, respectively.

On January 1, 2008, in connection with the redemption of the participating preferred units, the Company received an unsecured note receivable that bears interest at 9.0% and matures on June 30, 2010. The balance on the note at March 31, 2010 and December 31, 2009 was $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

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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)

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 $44 for the three months ended March 31, 2010. The balance on the note at March 31, 2010 and December 31, 2009 was $1,708 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. For the three months ended March 31, 2010, aggregate total revenues and total expenses relating to the operating activities of these variable interest entities were $3,658 and $3,512, respectively, and are included in the accompanying consolidated statements of operations. At March 31, 2010, significant assets and liabilities of these variable interest entities consisted of property of $75,167 and mortgage notes payable of $40,952.

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, 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 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 months ended March 31, 2010 and 2009:

		For the Three Months Ended March 31,

		2010			2009
Numerator
(Loss) income from continuing operations		$	(6,748	)	$	14,168
(Loss) income from discontinued operations			(113	)		2,253
Loss (income) attributable to noncontrolling interests			504			(2,405	)

Net (loss) income attributable to the Company			(6,357	)		14,016
Allocation of earnings to participating securities			(989	)		(212	)

Numerator for basic earnings per share—net (loss) income
	available to common stockholders		(7,346	)		13,804
Effect of assumed conversions:
	Partnership units		—			2,124

Numerator for diluted earnings per share—net (loss) income
	available to common stockholders	$	(7,346	)	$	15,928

Denominator
Denominator for basic earnings per share—weighted average
	number of common shares outstanding		96,951			76,897
Effect of dilutive securities:(1)
	Partnership units(2)		—			11,654

Denominator for diluted earnings per share—weighted average
	number of common shares outstanding		96,951			88,551

Earnings per common share—basic:
	(Loss) income from continuing operations	$	(0.08	)	$	0.15
	Discontinued operations		—			0.03

	Net (loss) income available to common stockholders	$	(0.08	)	$	0.18

Earnings per common share—diluted:
	(Loss) income from continuing operations	$	(0.08	)	$	0.15
	Discontinued operations		—			0.03

	Net (loss) income available to common stockholders	$	(0.08	)	$	0.18

(1): The Senior Notes (See Note 11—Bank and Other Notes Payable) are excluded from diluted EPS for the three months ended March 31, 2010 and 2009 as their effect would be antidilutive to net (loss) income available to common stockholders.

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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"): (Continued)

Diluted EPS excludes 208,640 and 193,164 of convertible non-participating preferred units for the three months ended March 31, 2010 and 2009, respectively, as their impact was antidilutive to net (loss) income available to common stockholders.

Diluted EPS excludes 1,150,172 and 1,228,384 of unexercised stock appreciation rights ("SARS") for the three months ended March 31, 2010 and 2009, respectively, 127,500 of unexercised stock options for the three months ended March 31, 2010 and 2009 and 2,185,358 of unexercised stock warrants for the three months ended March 31, 2010, as their effect was antidilutive to net (loss) income available to common stockholders.

(2): Diluted EPS excludes 12,232,655 partnership units for the three months ended March 31, 2010 as their effect was antidilutive to net (loss) income available to common stockholders.

The noncontrolling interests of the Operating Partnership as reflected in the Company's consolidated statements of operations have been allocated for EPS calculations as follows:

			For the Three Months Ended March 31,

			2010			2009
(Loss) income from continuing operations			$	(491	)	$	2,108
Discontinued operations:
	Loss on sale of assets			—			(2	)
	(Loss) income from discontinued operations			(13	)		299

		Total	$	(504	)	$	2,405

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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 March 31, 2010 is as follows:

Joint Venture

Biltmore Shopping Center Partners LLC	50.0	%
Camelback Colonnade SPE LLC	75.0	%
Chandler Festival SPE LLC	50.0	%
Chandler Gateway SPE LLC	50.0	%
Chandler Village Center, LLC	50.0	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Desert Sky Mall—Tenants in Common	50.0	%
East Mesa Land, L.L.C.	50.0	%
East Mesa Mall, L.L.C.—Superstition Springs Center	33.3	%
FlatIron Property Holding, L.L.C.	25.0	%
Jaren Associates #4	12.5	%
Kierland Tower Lofts, LLC	15.0	%
La Sandia Santa Monica LLC	50.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
Macerich SanTan Phase 2 SPE LLC—SanTan Village Power Center	34.9	%
New River Associates—Arrowhead Towne Center	33.3	%
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 Trust	51.0	%
PHXAZ/Kierland Commons, L.L.C.	24.5	%
Propcor Associates	25.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Queens Mall Limited Partnership	51.0	%
Queens Mall Expansion Limited Partnership	51.0	%
Scottsdale Fashion Square Partnership	50.0	%
SDG Macerich Properties, L.P.	50.0	%
The Market at Estrella Falls LLC	32.9	%
Tysons Corner Holdings LLC	50.0	%
Tysons Corner LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property Holdings LLC	50.0	%
Tysons Corner Property LLC	50.0	%
WM Inland, L.L.C.	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	%
Westpen Associates	50.0	%
Wilshire Building—Tenants in Common	30.0	%
WM Ridgmar, L.P.	50.0	%
Zengo Restaurant Santa Monica LLC	50.0	%

(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 and other matters.

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

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

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 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.

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.

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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:

		March 31, 2010			December 31, 2009

Assets(1):
	Properties, net	$	5,101,187		$	5,294,495
	Other assets		468,937			518,946

	Total assets	$	5,570,124		$	5,813,441

Liabilities and partners' capital(1):
	Mortgage notes payable(2)	$	4,649,617		$	4,807,262
	Other liabilities		191,381			208,863
	Company's capital		365,766			377,711
	Outside partners' capital		363,360			419,605

Total liabilities and partners' capital		$	5,570,124		$	5,813,441

Investments in unconsolidated joint ventures:
	Company's capital	$	365,766		$	377,711
	Basis adjustment(3)		599,601			601,433

	Investments in unconsolidated joint ventures	$	965,367		$	979,144

	Assets—Investments in unconsolidated joint ventures	$	1,033,966		$	1,046,196
	Liabilities—Investments in unconsolidated joint ventures(4)		(68,599	)		(67,052	)

		$	965,367		$	979,144

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

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

As of March 31, 2010:
Total Assets	$	842,920	$	1,097,012	$	323,575
Total Liabilities	$	817,807	$	1,019,305	$	329,834
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 March 31, 2010 and December 31, 2009, a total of $17,450 could become recourse debt to the Company.

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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 $579,672 and $581,774 as of March 31, 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 $10,244 and $3,298, for the three months ended March 31, 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 $3,702 and $3,864 for the three months ended March 31, 2010 and 2009, respectively.
(4): This represents investments in unconsolidated joint ventures with distributions in excess of the Company's investments.

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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 March 31, 2010
Revenues:
	Minimum rents		$	22,257		$	31,691		$	14,597	$	89,116		$	157,661
	Percentage rents			724			897			120		2,517			4,258
	Tenant recoveries			11,640			12,447			9,506		46,586			80,179
	Other			799			1,170			678		6,233			8,880

		Total revenues		35,420			46,205			24,901		144,452			250,978

Expenses:
	Shopping center and operating expenses			14,065			13,685			8,106		54,714			90,570
	Interest expense			11,497			13,101			4,018		38,918			67,534
	Depreciation and amortization			7,625			9,189			4,592		31,381			52,787

	Total operating expenses			33,187			35,975			16,716		125,013			210,891

Loss on sale of assets				—			—			—		(1,236	)		(1,236	)
Loss on early extinguishment of debt				—			(1,352	)		—		—			(1,352	)

Net income			$	2,233		$	8,878		$	8,185	$	18,203		$	37,499

Company's equity in net income			$	1,116		$	4,567		$	4,092	$	6,684		$	16,459

Three Months Ended March 31, 2009
Revenues:
	Minimum rents		$	22,986		$	32,767		$	14,642	$	69,801		$	140,196
	Percentage rents			834			556			143		1,482			3,015
	Tenant recoveries			12,284			12,253			9,079		34,050			67,666
	Other			836			997			393		5,241			7,467

		Total revenues		36,940			46,573			24,257		110,574			218,344

Expenses:
	Shopping center and operating expenses			14,256			13,683			7,664		41,280			76,883
	Interest expense			11,516			12,228			3,998		27,968			55,710
	Depreciation and amortization			7,248			8,883			4,450		26,291			46,872

	Total operating expenses			33,020			34,794			16,112		95,539			179,465

(Loss) gain on sale of assets				(2	)		—			—		176			174

Net income			$	3,918		$	11,779		$	8,145	$	15,211		$	39,053

Company's equity in net income			$	1,959		$	5,990		$	4,073	$	3,904		$	15,926

Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

5. Derivative Instruments and Hedging Activities:

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 of derivatives are recorded in comprehensive income. Ineffective portions, if any, are included in net income. No ineffectiveness was recorded in net income during the three months ended March 31, 2010 or 2009. 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. As of March 31, 2010, all of the Company's derivative instruments were designated as cash flow hedges. As of March 31, 2010, the Company's derivative instruments did not contain any credit risk related contingent features or collateral arrangements.

Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense. The Company recorded other comprehensive income related to the marking-to-market of interest rate agreements of $7,979 and $32,990 for the three months ended March 31, 2010 and 2009, respectively. The amount expected to be reclassified to interest expense in the next 12 months is immaterial.

The following derivatives were outstanding at March 31, 2010:

Property/Entity	Notional Amount		Product				Fair Value

La Cumbre(1)	$	30,000	Cap	3.00	%	6/9/2011	$	3
Paradise Valley Mall(1)		85,000	Cap	5.00	%	9/12/2011		5
The Oaks(1)		150,000	Cap	6.25	%	7/1/2010		—
The Oaks(1)		60,000	Swap	4.80	%	4/15/2010		(106	)
The Operating Partnership(2)		290,000	Swap	4.80	%	4/15/2010		(512	)
The Operating Partnership(2)		400,000	Swap	5.08	%	4/25/2011		(19,380	)
Victor Valley Mall(1)		100,000	Swap	4.80	%	4/15/2010		(177	)
Westside Pavilion(1)		175,000	Cap	5.50	%	6/1/2010		—

(1): See additional disclosure in Note 10—Mortgage Notes Payable.
(2): See additional disclosure in Note 11—Bank and Other Notes Payable.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

5. Derivative Instruments and Hedging Activities: (Continued)

		Asset Derivatives					Liability Derivatives

			March 31, 2010		December 31, 2009			March 31, 2010		December 31, 2009
		Balance Sheet Location	Fair Value		Fair Value		Balance Sheet Location	Fair Value		Fair Value
Derivatives designated as hedging instruments
	Interest rate cap agreements	Other assets	$	8	$	80	Other liabilities	$	—	$	—
	Interest rate swap agreements	Other assets		—		—	Other liabilities		20,175		28,206

Total derivatives designated as hedging instruments				8		80			20,175		28,206

Derivatives not designated as hedging instruments
	Interest rate cap agreements	Other assets		—		—	Other liabilities		—		—
	Interest rate swap agreements	Other assets		—		—	Other liabilities		—		—

Total derivatives not designated as hedging instruments				—		—			—		—

Total derivatives			$	8	$	80		$	20,175	$	28,206

6. Fair Value:

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 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.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2010 and December 31, 2009, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

6. Fair Value: (Continued)

The following table presents the Company's derivative instruments measured at fair value as of March 31, 2010:

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Assets
Derivative instruments	$	—	$	8	$	—	$	8
Liabilities
Derivative instruments		—		20,175		—		20,175

7. Property:

Property consists of the following:

	March 31, 2010			December 31, 2009

Land	$	1,053,107		$	1,052,761
Building improvements		4,619,107			4,614,706
Tenant improvements		340,550			338,259
Equipment and furnishings		108,890			108,199
Construction in progress		609,744			583,334

		6,731,398			6,697,259
Less accumulated depreciation		(1,085,620	)		(1,039,320	)

	$	5,645,778		$	5,657,939

Depreciation expense was $49,589 and $51,573 for the three months ended March 31, 2010 and 2009, respectively.

During the three months ended March 31, 2009, the Company recognized gain of $1,354 on sale of land and wrote off $581 of development costs.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

8. Marketable Securities:

Marketable Securities consist of the following:

	March 31, 2010			December 31, 2009

Government debt securities, at par value	$	27,825		$	27,825
Less discount		(783	)		(855	)

		27,042			26,970
Unrealized gain		2,653			2,637

Fair value	$	29,695		$	29,607

Future contractual maturities of marketable securities are as follows:


1 year or less	$	1,316
2 to 5 years		26,509

	$	27,825

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).

9. Deferred Charges And Other Assets, net:

Deferred charges and other assets, net consist of the following:

		March 31, 2010			December 31, 2009

Leasing		$	155,010		$	149,155
Financing			52,158			48,287
Intangible assets:
	In-place lease values		104,161			109,705
	Leasing commissions and legal costs		30,012			30,925

			341,341			338,072
Less accumulated amortization(1)			(144,567	)		(144,002	)

			196,774			194,070
Other assets, net			99,508			82,852

		$	296,282		$	276,922

(1): Accumulated amortization includes $55,862 and $58,188 relating to intangible assets at March 31, 2010 and December 31, 2009, respectively. Amortization expense for intangible assets was $4,133 and $6,830 for the three months ended March 31, 2010 and 2009, respectively.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

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, consist of the following:

	March 31, 2010			December 31, 2009

Above-Market Leases
Original allocated value	$	49,158		$	50,573
Less accumulated amortization		(33,125	)		(33,632	)

	$	16,033		$	16,941

Below-Market Leases
Original allocated value	$	119,149		$	120,227
Less accumulated amortization		(73,225	)		(71,416	)

	$	45,924		$	48,811

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

10. Mortgage Notes Payable:

Mortgage notes payable at March 31, 2010 and December 31, 2009 consist of the following:

	Carrying Amount of Mortgage Notes(1)

	March 31, 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	$	—	$	35,032	$	—	$	35,550		7.13	%		380		2011
Carmel Plaza(4)		24,156		—		24,309		—		8.15	%		202		2010
Chandler Fashion Center(5)		162,129				163,028		—		5.50	%		435		2012
Chesterfield Towne Center(6)		51,909		—		52,369		—		9.07	%		548		2024
Danbury Fair Mall		161,361		—		163,111		—		4.64	%		1,225		2011
Deptford Mall		172,500		—		172,500		—		5.41	%		778		2013
Deptford Mall		15,399		—		15,451		—		6.46	%		101		2016
Fiesta Mall		84,000		—		84,000		—		4.98	%		341		2015
Flagstaff Mall		37,000		—		37,000		—		5.03	%		153		2015
Freehold Raceway Mall(5)		163,931		—		165,546		—		4.68	%		1,184		2011
Fresno Fashion Fair		83,540		83,539		83,781		83,780		6.76	%		1,104		2015
Great Northern Mall		38,657		—		38,854		—		5.11	%		234		2013
Hilton Village		8,569		—		8,564		—		5.27	%		37		2012
La Cumbre Plaza(7)		28,973		—		30,000		—		1.62	%		28		2010
Northgate, The Mall at(8)		26,426				8,844				6.90	%		44		2013
Northridge Mall(9)		—		—		71,486		—		—			—		—
Oaks, The(10)		165,000		—		165,000		—		2.37	%		273		2011
Oaks, The(11)		92,224		—		92,224		—		5.48	%		179		2011
Pacific View		85,384		—		85,797		—		7.20	%		602		2011
Panorama Mall(12)		50,000		—		50,000		—		1.18	%		46		2010
Paradise Valley Mall(13)		85,000		—		85,000		—		6.30	%		390		2012
Prescott Gateway		60,000		—		60,000		—		5.86	%		289		2011
Promenade at Casa Grande(14)		86,617		—		86,617		—		1.74	%		119		2010
Rimrock Mall		41,241		—		41,430		—		7.57	%		320		2011
Salisbury, Center at		115,000		—		115,000		—		5.83	%		555		2016
Santa Monica Place		76,308		—		76,652		—		7.79	%		606		2010
SanTan Village Regional Center(15)		136,199		—		136,142		—		2.98	%		338		2011
Shoppingtown Mall		40,952		—		41,381		—		5.01	%		319		2011
South Plains Mall(16)		105,000		—		53,936		—		6.53	%		571		2015
South Towne Center		88,579		—		88,854		—		6.39	%		554		2015
Towne Mall		13,738		—		13,869		—		4.99	%		100		2012
Tucson La Encantada		—		77,223		—		77,497		5.84	%		362		2012
Twenty Ninth Street(17)		107,480		—		106,703		—		5.45	%		467		2011
Valley River Center		120,000		—		120,000		—		5.59	%		558		2016
Valley View Center		125,000		—		125,000		—		5.81	%		596		2011
Victor Valley, Mall of(18)		100,000		—		100,000		—		6.66	%		555		2011
Vintage Faire Mall(19)		61,886		—		62,186		—		7.92	%		508		2010
Westside Pavilion(20)		175,000		—		175,000		—		2.96	%		326		2011
Wilton Mall(21)		38,774		—		39,575		—		11.08	%		349		2029

	$	3,027,932	$	195,794	$	3,039,209	$	196,827

(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 and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

10. Mortgage Notes Payable: (Continued)

Debt premiums (discounts) as of March 31, 2010 and December 31, 2009 consist of the following:

Property Pledged as Collateral	March 31, 2010			December 31, 2009

Danbury Fair Mall	$	3,895		$	4,938
Deptford Mall		(34	)		(36	)
Freehold Raceway Mall		4,648			5,507
Great Northern Mall		(103	)		(110	)
Hilton Village		(31	)		(36	)
Shoppingtown Mall		1,298			1,565
Towne Mall		253			277

	$	9,926		$	12,105

(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 payment term represents the monthly payment of principal and interest.
(4): On April 7, 2010, the loan was paid off in full.
(5): On September 30, 2009, 49.9% of the loan was assumed by a third party in connection with entering into a co-venture arrangement with that unrelated party. See Note 12—Co-Venture Arrangement.
(6): In addition to monthly principal and interest payments, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the amount by which the property's gross receipts exceeds a base amount. The Company recognized contingent interest expense of $0 and $72 for the three months ended March 31, 2010 and 2009, respectively.
(7): The loan bears interest at LIBOR plus 0.88% and matures on December 9, 2010 with extension options to June 9, 2012, subject to certain conditions. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% over the loan term. See Note 5—Derivative Instruments and Hedging Activities. The total interest rate was 1.62% and 2.11% at March 31, 2010 and December 31, 2009, respectively.
(8): The construction loan on the property allows for total borrowings of up to $60,000, 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 6.90% at March 31, 2010 and December 31, 2009.
(9): On February 12, 2010, the loan was paid off in full.
(10): The loan bears interest at LIBOR plus 1.75% and matures on July 10, 2011 with two one-year extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 6.25% over the loan term. See Note 5—Derivative Instruments and Hedging Activities. At March 31, 2010 and December 31, 2009, the total interest rate was 2.37% and 2.28%, respectively.
(11): The construction loan allows for total borrowings of up to $135,000, bears interest at LIBOR plus a spread of 1.75% to 2.10%, depending on certain conditions and matures on July 10, 2011, with two one-year extension options. The Company placed an interest rate swap on the loan that effectively converts $60,000 of the loan amount from floating rate debt to fixed rate debt of 6.90% until April 15, 2010. See Note 5—Derivatives and Hedging Activities. At March 31, 2010 and December 31, 2009, the total interest rate was 5.48% and 6.75%, respectively.
(12): The loan bears interest at LIBOR plus 0.85% and was scheduled to mature on February 28, 2010. The Company has extended the maturity to May 31, 2010. The Company is currently in the process of refinancing this loan. At March 31, 2010 and December 31, 2009, the total interest rate 1.18% and 1.31%, respectively.
(13): 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. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

10. Mortgage Notes Payable: (Continued)

from exceeding 5.0% over the loan term. See Note 5—Derivative Instruments and Hedging Activities. At March 31, 2010 and December 31, 2009, the total interest rate was 6.30%.

(14): The loan bears interest at LIBOR plus a spread of 1.20% to 1.40%, depending on certain conditions. The loan matures on August 16, 2010, with a one-year extension option, subject to the provisions of the loan agreement. At March 31, 2010 and December 31, 2009, the total interest rate was 1.74% and 1.70%, respectively.
(15): The construction loan on the property allows for total borrowings of up to $150,000 and bears interest at LIBOR plus a spread of 2.10% to 2.25%, depending on certain conditions. The loan matures on June 13, 2011, with two one-year extension options. At March 31, 2010 and December 31, 2009, the total interest rate was 2.98% and 2.93%, respectively.
(16): On March 31, 2010, the Company replaced the existing loan on the property with a new $105,000 loan that bears interest at a total interest rate of 6.53% and matures on April 11, 2015.
(17): The loan bears interest at LIBOR plus 3.40% and matures on March 25, 2011, with a one-year extension option. At March 31, 2010 and December 31, 2009, the total interest rate was 5.45%.
(18): The loan bears interest at LIBOR plus 1.60% and matures on May 6, 2011, with two one-year extension options. The loan is covered by an interest rate swap that effectively converts the loan amount from floating rate debt to fixed rate debt of 6.66% until April 15, 2010. See Note 5—Derivatives and Hedging Activities. At March 31, 2010 and December 31, 2009, the total interest rate on the loan was 6.66% and 2.09%, respectively.
(19): On April 27, 2010, the Company replaced the existing loan on the property with a new $135,000 loan that bears interest at LIBOR plus 3.0% and matures on April 27, 2015. See Note 20—Subsequent Events.
(20): The loan bears interest at LIBOR plus 2.00% and matures on June 5, 2011, with two one-year extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 5.50% until June 1, 2010. See Note 5—Derivative Instruments and Hedging Activities. At March 31, 2010 and December 31, 2009, the total interest rate on the loan was 2.96% and 3.24%, respectively.
(21): The Company is currently in the process of refinancing this loan.

Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

The Company expects all 2010 loan maturities will be refinanced, extended and/or paid-off from the Company's line of credit or with cash on hand.

Total interest expense capitalized during the three months ended March 31, 2010 and 2009 was $8,188 and $5,061, respectively.

Related party mortgage notes payable are amounts due to affiliates of NML. See Note 17—Related Party Transactions, for interest expense associated with loans from NML.

The fair value of mortgage notes payable at March 31, 2010 and December 31, 2009 was $2,889,328 and $2,897,332, 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.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

11. Bank and Other Notes Payable:

Bank and other notes payable consist of the following:

Convertible Senior Notes ("Senior Notes"):

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 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 will be convertible at the option of 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. On and after December 15, 2011, the Senior Notes will be 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 three months ended March 31, 2009, the Company repurchased and retired $56,815 of the Senior Notes for $30,679 and recorded a gain on the early extinguishment of debt of $22,474. The repurchase was funded by borrowings under the Company's line of credit.

The carrying value of the Senior Notes at March 31, 2010 and December 31, 2009 was $616,912 and $614,245, respectively, which included unamortized discount of $21,188 and $23,855, 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 March 31, 2010 and December 31, 2009, the effective interest rate was 5.41%. The fair value of the Senior Notes at March 31, 2010 and December 31, 2009 was $607,790 and $596,624, respectively, based on the quoted market price on each date.

Line of Credit:

The Company has a $1,500,000 revolving line of credit that bears interest at LIBOR plus a spread of 0.75% to 1.10% depending on the Company's overall leverage and that was scheduled to mature on April 25, 2010. On April 25, 2010, the Company extended the maturity date to April 25, 2011. The Company has an interest rate swap agreement that effectively fixed the interest rate on $400,000 of the outstanding balance of the line of credit at 6.08% until maturity. In addition, the Company had another swap agreement that effectively fixed the interest rate of $290,000 of the remaining balance of the line of credit at 6.13% until April 15, 2010. As of March 31, 2010 and December 31, 2009, borrowings outstanding were $690,000 and $655,000, respectively, at an average interest rate of 6.26% and 6.10%, respectively. The fair value of the Company's line of credit at March 31, 2010 and December 31, 2009

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

11. Bank and Other Notes Payable: (Continued)

was $686,994 and $643,662, respectively, based on a present value model using current interest rate spreads offered to the Company for comparable debt. On April 20, 2010, the Company paid down in full the line of credit with the proceeds from its equity offering of common stock and reapplied the associated interest rate swap to other floating rate debt. See Note 14—Stockholders' Equity.

Greeley Note:

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 8—Marketable Securities). As a result of this transaction, the debt 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 March 31, 2010 and December 31, 2009, the Greeley note had a balance outstanding of $26,170 and $26,353, respectively. The fair value of the note at March 31, 2010 and December 31, 2009 was $20,793 and $20,589, 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.

As of March 31, 2010 and December 31, 2009, the Company was in compliance with all applicable loan covenants.

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 14—Stockholders' Equity. The Company received approximately $174,650 in cash proceeds for the overall transaction, of which $6,496 was attributed to the warrants.

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 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.

13. Noncontrolling Interests:

The Company allocates net income of the Operating Partnership based on the weighted average ownership interest during the period. The 11% limited partnership interest of the Operating Partnership not owned by the Company at March 31, 2010 is reflected in these consolidated financial statements as permanent equity.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

13. Noncontrolling Interests: (Continued)

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, and the Company may redeem them for the Company's 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 March 31, 2010 and December 31, 2009, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $481,600 and $422,074, 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 have a purchase option for $20,591. In addition, under certain conditions as defined by the partnership agreement, these partners have the right to "put" their partnership interests to the Company. Due to the redemption feature of the ownership interest in Shoppingtown Mall, these noncontrolling interests have been included in temporary equity.

14. Stockholders' Equity:

Stock Dividends:

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

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

14. 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.

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 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, 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.

Warrants:

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 has a three-year term and was immediately exercisable upon its issuance, has an exercise price of approximately $30.62 per share until September 3, 2011 and an exercise price of approximately $34.79 from September 4, 2011 until September 3, 2012, with such prices subject to anti-dilutive adjustments. The warrants allow 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 warrants in cash or shares. In addition, the Company has entered into registration rights agreements with the warrant holders requiring the Company to use its best efforts to provide certain registration rights regarding the resale of shares of common stock underlying each warrant.

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—

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

14. Stockholders' Equity: (Continued)

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 use its best efforts to provide certain registration rights regarding the resale of shares of common stock underlying the warrant.

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.

Stock Offering:

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 $1,221,431 after deducting underwriting discounts, commissions and other transaction costs. The Company used a portion of the net proceeds of the offering to pay down its line of credit in full and the balance will be used for debt repayments or general corporate purposes.

15. Discontinued Operations:

The following operations were recently discontinued:

Mervyn's:

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 for $52,689 in total proceeds, resulting in an additional $458 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 location 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.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

15. Discontinued Operations: (Continued)

Other Dispositions:

In June 2009, the Company recorded an impairment charge of $1,037, as it 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 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 a term loan and for general corporate purposes.

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 the three months ended March 31, 2010 and 2009 for all of the above dispositions as discontinued operations.

Revenues and income from discontinued operations consist of the following:

		For the Three Months Ended March 31,

		2010			2009
Revenues:
	Mervyn's	$	—		$	1,934
	Village Center		—			460
	Village Plaza		(1	)		543
	Village Crossroads		—			683
	Village Square I		—			161
	Village Square II		(3	)		349
	Village Fair North		—			925

		$	(4	)	$	5,055

(Loss) income from discontinued operations:
	Scottsdale/101	$	(5	)	$	(10	)
	Mervyn's		(11	)		814
	Village Center		(15	)		177
	Village Plaza		(23	)		231
	Village Crossroads		(22	)		335
	Village Square I		(5	)		64
	Village Square II		(35	)		208
	Village Fair North		3			451

		$	(113	)	$	2,270

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended March 31,

	2010		2009
Management Fees	$	6,910	$	5,327
Development and Leasing Fees		2,167		1,867

	$	9,077	$	7,194

	For the Three Months Ended March 31,

	2010		2009
LTIP units	$	1,500	$	1,058
Stock awards		1,562		2,106
Stock units		1,458		270
Stock options		147		147
SARs		295		626
Phantom stock units		242		170

	$	5,204	$	4,377

		LTIP Units					Stock Awards					Phantom Stock					SARs					Stock Units

		Units			Value(1)		Shares			Value(1)		Units			Value(1)		Units			Value(1)		Shares			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		45,062			34.04		—			—		—			—
	Vested		(213,346	)		54.45		(73,978	)		78.33		(6,796	)		35.63		—			—		(529,048	)		7.17
	Forfeited		—			—		—			—		—			—		(76,275	)		7.68		—			—

Balance at March 31, 2010			272,226		$	50.68		63,823		$	53.67		38,266		$	33.76		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

	For the Three Months Ended March 31,

(Dollars in thousands)	2010		2009
*Consolidated Centers:*
Acquisitions of property and equipment	$	2,183	$	3,159
Development, redevelopment and expansion of Centers		35,686		58,853
Renovations of Centers		2,193		2,510
Tenant allowances		2,024		1,566
Deferred leasing charges		8,153		6,617

	$	50,239	$	72,705

*Joint Venture Centers (at Company's pro rata share) :*
Acquisitions of property and equipment	$	144	$	1,176
Development, redevelopment and expansion of Centers		7,059		14,999
Renovations of Centers		1,400		787
Tenant allowances		567		844
Deferred leasing charges		1,185		876

	$	10,355	$	18,682

	For the Three Months Ended March 31,

	2010		2009
Current	$	—	$	(90	)
Deferred		1,215		891

Total income tax benefit	$	1,215	$	801


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

Property	Recourse Debt

Boulevard Shops	$	4,280	12/17/2010
Chandler Village Center		4,375	1/15/2011
The Market at Estrella Falls		8,795	6/1/2011

	$	17,450

	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)	$	4,807,537	$	1,515,944	$	2,365,461	$	172,415	$	753,717
Operating lease obligations(1)		827,570		11,036		22,855		24,048		769,631
Purchase obligations(1)		37,070		37,070		—		—		—
Other long-term liabilities(2)		261,976		204,301		3,818		4,126		49,731

	$	5,934,153	$	1,768,351	$	2,392,134	$	200,589	$	1,573,079

			For the Three Months Ended March 31,

			2010			2009
Net (loss) income—available to common stockholders			$	(6,357	)	$	14,016
Adjustments to reconcile net (loss) income to FFO—basic:
	Noncontrolling interest in the Operating Partnership			(798	)		2,124
	(Gain) on sale or write-down of consolidated assets(1)			—			(756	)
	Add: loss on undepreciated assets—consolidated assets(1)			—			1,354
	Less: write-down of consolidated assets(1)			—			(582	)
	Loss (gain) on sale of assets from unconsolidated joint ventures(2)			62			(8	)
	Add: loss on sale of undepreciated assets from unconsolidated joint ventures(2)			(31	)		—
		Less write down of assets of unconsolidated joint ventures(2)		(32	)		—
	Depreciation and amortization on consolidated assets			59,215			64,911
	Less : depreciation and amortization attributable to noncontrolling interests on consolidated joint ventures			(5,093	)		(1,067	)
	Depreciation and amortization on unconsolidated joint ventures(2)			27,455			26,501
	Less: depreciation on personal property			(2,824	)		(3,654	)

FFO—basic				71,597			102,839
Additional adjustments to arrive at FFO—diluted:
				—			—

FFO—diluted			$	71,597		$	102,839

Weighted average number of FFO shares outstanding for:
FFO—basic(3)				109,118			88,551
Adjustments for the impact of dilutive securities in computing FFO-diluted:
				—			—

FFO—diluted(4)				109,118			88,551

		For the years ended March 31,

		2011			2012			2013			2014			2015			Thereafter			Total			FV
CONSOLIDATED CENTERS:
Long term debt:
	Fixed rate(1)	$	1,162,154		$	588,816		$	1,042,022		$	69,361		$	94,037		$	707,500		$	3,663,890		$	3,335,584
	Average interest rate		6.20	%		6.12	%		5.47	%		5.87	%		5.26	%		6.53	%		6.07	%
	Floating rate		273,070			510,173			109,676			—			—			—			892,919			869,322
	Average interest rate		3.18	%		2.86	%		6.47	%											3.50	%

Total debt—Consolidated Centers		$	1,435,224		$	1,098,989		$	1,151,698		$	69,361		$	94,037		$	707,500		$	4,556,809		$	4,204,906

UNCONSOLIDATED JOINT VENTURE CENTERS:
Long term debt (at Company's pro rata share):
	Fixed rate	$	108,702		$	43,607		$	374,496		$	475,562		$	64,119		$	868,113		$	1,934,599		$	1,888,718
	Average interest rate		6.31	%		6.27	%		6.99	%		5.36	%		7.72	%		6.09	%		6.16	%
	Floating rate		99,709			192,640			—			—			—			—			292,349			290,431
	Average interest rate		1.10	%		3.64	%														2.77	%

Total debt—Unconsolidated Joint Venture Centers		$	208,411		$	236,247		$	374,496		$	475,562		$	64,119		$	868,113		$	2,226,948		$	2,179,149

Property/Entity	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		30,000	Cap	3.00	%	6/9/2011	100	%		3
Los Cerritos		200,000	Cap	8.55	%	7/1/2010	51	%		—
Paradise Valley Mall		85,000	Cap	5.00	%	9/12/2011	100	%		5
Superstition Springs Center		67,500	Cap	8.63	%	9/9/10	33.3	%		—
The Oaks		150,000	Cap	6.25	%	7/1/2010	100	%		—
The Oaks		60,000	Swap	4.80	%	4/15/2010	100	%		(106	)
The Operating Partnership		290,000	Swap	4.80	%	4/15/2010	100	%		(512	)
The Operating Partnership		400,000	Swap	5.08	%	4/25/2011	100	%		(19,380	)
Victor Valley Mall		100,000	Swap	4.80	%	4/15/2010	100	%		(177	)
Westside Pavilion		175,000	Cap	5.50	%	6/1/2010	100	%		—


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 (February 5, 2009)
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##*		Form of Warrant to Purchase Common Stock, dated as of September 3, 2009, among the Company and certain beneficial owners of GI Partners
4.5		List of Omitted Warrants to Purchase Common Stock (GI Partners)
4.6##**		Warrant to Purchase Common Stock, dated as of September 30, 2009, between the Company and Heitman M-rich Investors LLC
10.1		Separation Agreement and Release of Claims between the Company and Tony Grossi dated March 26, 2010 (Includes Consulting Agreement between the Company and Mr. Grossi which will become effective on or about March 15, 2010)(1)
10.2		Notice of Extension to the $1,500,000,000 Second Amended and Restated Revolving Loan Facility Credit Agreement, effective April 25, 2010
10.3		Form of 2010 LTIP Unit Award Agreement under 2003 Equity Incentive Plan (Performance-Based)(1)
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


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