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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 June 30, 2008

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 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 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 August 8, 2008 of the registrant's common stock, par value $.01 per share: 74,641,909 shares



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 June 30, 2008 and December 31, 2007

    3  

 

Consolidated Statements of Operations of the Company for the three and six months ended June 30, 2008 and 2007 (Restated)

    4  

 

Consolidated Statement of Common Stockholders' Equity of the Company for the six months ended June 30, 2008

    5  

 

Consolidated Statements of Cash Flows of the Company for the six months ended June 30, 2008 and 2007 (Restated)

    6  

 

Notes to Consolidated Financial Statements

    7  

Item 2.

 

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

    40  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    55  

Item 4.

 

Controls and Procedures

    56  

Part II

 

Other Information

       

Item 1.

 

Legal Proceedings

    57  

Item 1A.

 

Risk Factors

    57  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    57  

Item 3.

 

Defaults Upon Senior Securities

    57  

Item 4.

 

Submission of Matters to a Vote of Security Holders

    57  

Item 5.

 

Other Information

    58  

Item 6.

 

Exhibits

    58  

Signature

    60  

2


THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

 
  June 30, 2008   December 31, 2007  
 
  (Unaudited)
   
 

ASSETS:

             

Property, net

  $ 6,084,946   $ 6,187,473  

Cash and cash equivalents

    53,807     85,273  

Restricted cash

    63,157     68,384  

Marketable securities

    28,404     29,043  

Tenant and other receivables, net

    111,238     137,498  

Deferred charges and other assets, net

    324,306     386,802  

Loans to unconsolidated joint ventures

    416     604  

Due from affiliates

    6,095     5,729  

Investments in unconsolidated joint ventures

    1,059,633     785,643  

Assets held for sale

    326,763     250,648  
           
   

Total assets

  $ 8,058,765   $ 7,937,097  
           

LIABILITIES, MINORITY INTEREST, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY:

             

Mortgage notes payable:

             
 

Related parties

  $ 224,034   $ 225,848  
 

Others

    3,103,930     3,102,422  
           
   

Total

    3,327,964     3,328,270  

Bank and other notes payable

    2,648,325     2,434,688  

Accounts payable and accrued expenses

    74,788     97,086  

Other accrued liabilities

    258,728     289,660  

Preferred dividends payable

    1,112     6,356  

Liabilities on assets held for sale

    45,063      
           
   

Total liabilities

    6,355,980     6,156,060  
           

Minority interest

    291,063     547,693  
           

Commitments and contingencies

             

Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 shares authorized, 1,044,271 and 3,067,131 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively

    27,725     83,495  
           

Common stockholders' equity:

             
 

Common stock, $.01 par value, 145,000,000 shares authorized, 74,623,994 and 72,311,763 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively

    746     723  
 

Additional paid-in capital

    1,600,157     1,367,566  
 

Accumulated deficit

    (192,482 )   (193,932 )
 

Accumulated other comprehensive loss

    (24,424 )   (24,508 )
           
   

Total common stockholders' equity

    1,383,997     1,149,849  
           
   

Total liabilities, minority interest, preferred stock and common stockholders' equity

  $ 8,058,765   $ 7,937,097  
           

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

3


THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2008   2007   2008   2007  
 
   
  (Restated)
   
  (Restated)
 

Revenues:

                         
 

Minimum rents

  $ 123,604   $ 114,784   $ 249,435   $ 227,744  
 

Percentage rents

    2,954     2,838     5,658     6,502  
 

Tenant recoveries

    65,646     60,650     132,035     121,515  
 

Management Companies

    10,382     9,599     20,073     18,353  
 

Other

    6,711     6,453     13,040     13,008  
                   
   

Total revenues

    209,297     194,324     420,241     387,122  
                   

Expenses:

                         
 

Shopping center and operating expenses

    67,255     61,873     136,172     123,889  
 

Management Companies' operating expenses

    20,529     18,519     38,872     36,274  
 

REIT general and administrative expenses

    4,135     4,412     8,538     9,785  
 

Depreciation and amortization

    56,811     53,653     117,518     105,032  
                   

    148,730     138,457     301,100     274,980  
                   

Interest expense:

                         
 

Related parties

    3,683     3,213     7,379     5,862  
 

Other

    64,823     55,513     131,954     116,884  
                   

    68,506     58,726     139,333     122,746  

Loss on early extinguishment of debt

                877  
                   
 

Total expenses

    217,236     197,183     440,433     398,603  

Minority interest in consolidated joint ventures

    (878 )   83     (1,404 )   (1,135 )

Equity in income of unconsolidated joint ventures

    24,946     18,997     47,244     33,480  

Income tax benefit

    689     787     388     907  

Gain on sale of assets

    489     2,279     1,163     4,031  
                   

Income from continuing operations

    17,307     19,287     27,199     25,802  
                   

Discontinued operations:

                         
 

(Loss) gain on sale of assets

    (113 )   (1,124 )   99,150     (1,413 )
 

Income from discontinued operations

    5,493     1,371     11,018     1,867  
                   

Total income from discontinued operations

    5,380     247     110,168     454  
                   

Income before minority interest and preferred dividends

    22,687     19,534     137,367     26,256  

Less: minority interest in Operating Partnership

    3,058     1,940     19,656     2,578  
                   

Net income

    19,629     17,594     117,711     23,678  

Less: preferred dividends

    835     2,575     3,289     5,150  

Less: adjustment of minority interest due to redemption value

        4,119         4,119  
                   

Net income available to common stockholders

  $ 18,794   $ 10,900   $ 114,422   $ 14,409  
                   

Earnings per common share—basic:

                         
 

Income from continuing operations

  $ 0.19   $ 0.20   $ 0.28   $ 0.25  
 

Discontinued operations

    0.06     (0.05 )   1.29     (0.05 )
                   
 

Net income available to common stockholders

  $ 0.25   $ 0.15   $ 1.57   $ 0.20  
                   

Earnings per common share—diluted:

                         
 

Income from continuing operations

  $ 0.19   $ 0.20   $ 0.31   $ 0.25  
 

Discontinued operations

    0.06     (0.05 )   1.24     (0.05 )
                   
 

Net income available to common stockholders

  $ 0.25   $ 0.15   $ 1.55   $ 0.20  
                   

Weighted average number of common shares outstanding:

                         
 

Basic

    73,780,000     71,528,000     73,061,000     71,597,000  
                   
 

Diluted

    86,781,000     84,552,000     88,465,000     84,792,000  
                   

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

4


THE MACERICH COMPANY

CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY

(Dollars in thousands, except per share data)

(Unaudited)

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

Balance January 1, 2008

    72,311,763   $ 723   $ 1,367,566   $ (193,932 ) $ (24,508 ) $ 1,149,849  
                           

Comprehensive income:

                                     
 

Net income

                117,711         117,711  
 

Reclassification of deferred losses

                    285     285  
 

Interest rate swap/cap agreements

                    (201 )   (201 )
                           
 

Total comprehensive income

                117,711     84     117,795  

Amortization of share and unit-based plans

    185,503     2     10,615             10,617  

Exercise of stock options

    38,750         991             991  

Employee stock purchases

    6,494         363             363  

Distributions paid ($1.60) per share

                (116,261 )       (116,261 )

Preferred dividends

            (3,289 )           (3,289 )

Conversion of partnership units and Class A non-participating convertible preferred units to common shares

    58,624     1     1,768             1,769  

Conversion of preferred shares to common shares

    2,022,860     20     55,750             55,770  

Reversal of adjustments to minority interest for the redemption value on the Rochester Properties

            172,805             172,805  

Adjustment to reflect minority interest on a pro rata basis for period end ownership percentage of Operating Partnership units

            (6,412 )           (6,412 )
                           

Balance June 30, 2008

    74,623,994   $ 746   $ 1,600,157   $ (192,482 ) $ (24,424 ) $ 1,383,997  
                           

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

5


THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 
  For the Six Months
Ended June 30,
 
 
  2008   2007  
 
   
  (Restated)
 

Cash flows from operating activities:

             
 

Net income available to common stockholders

  $ 114,422   $ 14,409  
 

Preferred dividends

    3,289     5,150  
 

Adjustment of minority interest due to redemption value

        4,119  
           
 

Net income

    117,711     23,678  
 

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

             
   

Loss on early extinguishment of debt

        877  
   

Gain on sale of assets

    (1,163 )   (4,031 )
   

(Gain) loss on sale of assets of discontinued operations

    (99,150 )   1,413  
   

Depreciation and amortization

    122,542     115,264  
   

Amortization of net premium on mortgage and bank and other notes payable

    (4,305 )   (5,171 )
   

Amortization of share and unit-based plans

    5,695     7,194  
   

Minority interest in Operating Partnership

    19,656     2,578  
   

Minority interest in consolidated joint ventures

    1,404     8,610  
   

Equity in income of unconsolidated joint ventures

    (47,244 )   (33,480 )
   

Distributions of income from unconsolidated joint ventures

    14,922     2,658  
   

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

             
     

Tenant and other receivables, net

    25,645     1,322  
     

Other assets

    (2,885 )   534  
     

Accounts payable and accrued expenses

    (25,475 )   (15,795 )
     

Due from affiliates

    (366 )   (62 )
     

Other accrued liabilities

    (19,741 )   (3,617 )
           
   

Net cash provided by operating activities

    107,246     101,972  
           

Cash flows from investing activities:

             
 

Acquisitions of property, development, redevelopment and property improvements

    (326,724 )   (223,477 )
 

Redemption of Rochester Properties

    (18,873 )    
 

Maturities of marketable securities

    807     724  
 

Deferred leasing costs

    (18,127 )   (18,870 )
 

Distributions from unconsolidated joint ventures

    48,999     65,426  
 

Contributions to unconsolidated joint ventures

    (142,124 )   (16,131 )
 

Repayments of loans to unconsolidated joint ventures

    188     261  
 

Proceeds from sale of assets

    3,282     14,550  
 

Restricted cash

    (628 )   (4,243 )
           
 

Net cash used in investing activities

    (453,200 )   (181,760 )
           

Cash flows from financing activities:

             
 

Proceeds from mortgages and bank and other notes payable

    871,788     1,460,124  
 

Payments on mortgages and bank and other notes payable

    (414,856 )   (1,334,479 )
 

Deferred financing costs

    (5,744 )   (873 )
 

Purchase of Capped Calls

        (59,850 )
 

Repurchase of common stock

        (74,970 )
 

Proceeds from share and unit-based plans

    1,354     533  
 

Dividends and distributions

    (128,981 )   (118,854 )
 

Dividends to preferred stockholders/preferred unit holders

    (9,073 )   (12,244 )
           
 

Net cash provided by (used in) financing activities

    314,488     (140,613 )
           
 

Net decrease in cash

    (31,466 )   (220,401 )

Cash and cash equivalents, beginning of period

    85,273     269,435  
           

Cash and cash equivalents, end of period

  $ 53,807   $ 49,034  
           

Supplemental cash flow information:

             
 

Cash payments for interest, net of amounts capitalized

  $ 143,125   $ 137,960  
           

Non-cash transactions:

             
 

Acquisition of minority interest in Non-Rochester Properties in exchange for interest in Rochester Properties

  $ 205,520   $  
           
 

Deposits contributed to unconsolidated joint ventures and the purchase of properties

  $ 51,943   $  
           
 

Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities

  $ 55,156   $ 63,880  
           
 

Accrued preferred dividend payable

  $ 1,112   $  
           
 

Acquisition of property by assumption of mortgage note payable

  $ 15,775   $  
           

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

6


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 June 30, 2008, the Company was the sole general partner of and held an 86% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The interests in the Operating Partnership are known as "OP Units." OP Units not held by the Company are redeemable, subject to certain restrictions, on a one-for-one basis for the Company's common stock or cash at the Company's option.

        The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. The 14% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these consolidated financial statements as minority interest in the Operating Partnership.

        The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC ("MPMC, LLC"), a single member Delaware limited liability company, Macerich Management Company ("MMC"), 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. These last two management companies are collectively referred to herein as the "Wilmorite Management Companies." The three Westcor management companies are collectively referred to herein as the "Westcor Management Companies." All seven of the management companies are collectively referred to herein as the "Management Companies."

2. 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 that are controlled by the Company or meet the definition of a variable interest entity in which an enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity are consolidated; otherwise they are accounted for under the equity method and are reflected as "Investments in unconsolidated joint ventures."

7


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Basis of Presentation: (Continued)

        The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2007. 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, 2007 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.

Tenant and Other Receivables:

        Included in tenant and other receivables is an allowance for doubtful accounts of $2,158 and $2,417 at June 30, 2008 and December 31, 2007, respectively.

        Included in tenant and other receivables 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 June 30, 2008 and December 31, 2007, the note had a balance of $9,556 and $9,661, respectively.

        On January 1, 2008, as part of the Rochester Redemption (See Note 14—Discontinued Operations), the Company received an unsecured note receivable that bears interest at 9.0% and matures on June 30, 2011. The balance on the note at June 30, 2008 was $11,763.

Recent Accounting Pronouncements:

        In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position ("FSP") SFAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purpose of Lease Classification or Measurement under Statement 13 ("FSP FAS 157-1") and FSP SFAS 157-2, Effective Date of SFAS No. 157 ("FSP FAS 157-2"). FSP FAS 157-2 defers the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. FSP FAS 157-1 excludes from the scope of SFAS No. 157 certain leasing transactions accounted for under SFAS No. 13, "Accounting for Leases." The Company adopted SFAS No. 157 and FSP FAS 157-1 on a prospective basis effective January 1, 2008.

8


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Basis of Presentation: (Continued)


The adoption of SFAS No. 157 and FSP FAS 157-1 did not have a material impact on the Company's results of operations or financial condition.

        In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115." SFAS No. 159 permits, at the option of the reporting entity, measurement of certain assets and liabilities at fair value. The Company adopted SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have a material effect on the Company's results of operations or financial condition as the Company did not elect to apply the fair value option to eligible financial instruments on that date.

        In December 2007, the FASB issued SFAS No. 141 (revised), "Business Combinations." SFAS No. 141(R) requires all assets and assumed liabilities, including contingent liabilities, in a business combination to be recorded at their acquisition-date fair value rather than at historical costs. The Company is required to adopt SFAS No. 141 (R) on January 1, 2009. The Company is currently evaluating the impact of adoption on the Company's results of operations and financial condition.

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment to ARB No. 51". SFAS No. 160 clarifies the accounting for a noncontrolling interest or minority interest in a subsidiary included in consolidated financial statements. The Company is required to adopt SFAS No. 160 on January 1, 2009 and is currently evaluating the impact of adoption on the Company's results of operations and financial condition.

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133." SFAS No. 161 requires additional disclosures on derivative instruments and hedging activities and their effect on the reporting entity's financial statements. The Company is required to adopt SFAS No. 161 on January 1, 2009 and does not expect the adoption to have a material impact on the Company's results of operations or financial condition.

        In May 2008, the FASB issued FSP APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." FSP APB 14-1 requires that convertible debt instruments that may be settled in cash be separated into liability and equity components in a manner that will reflect the reporting entity's nonconvertible debt borrowing rate. The Company is required to adopt FSP APB 14-1 on January 1, 2009 and is currently evaluating the impact of adoption on the Company's results of operations or financial condition.

Fair Value of Financial Instruments:

        On January 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.

        Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in

9


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Basis of Presentation: (Continued)


Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

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

Reclassifications:

        Certain prior year amounts have been reclassified to conform to the current year presentation. The Company reclassified loss on early extinguishment of debt to be included in total expenses in the consolidated statements of operations.

3. Earnings per Share:

        The computation of basic earnings per share ("EPS") is based on net income available to common stockholders and the weighted average number of common shares outstanding for the three and six months ended June 30, 2008 and 2007. The computation of diluted earnings per share includes the dilutive effect of share and unit-based compensation plans and convertible senior notes calculated using the treasury stock method and the dilutive effect of all other dilutive securities calculated using the "if-converted" method. The OP Units and MACWH, LP common units not held by the Company have been included in the diluted EPS calculation since they may be redeemed on a one-for-one basis for

10


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Earnings per Share: (Continued)


common stock or cash, at the Company's option. The following table reconciles the basic and diluted earnings per share calculation (dollars and shares in thousands):

 
  For the Three Months Ended June 30,  
 
  2008   2007  
 
  Net
Income
  Shares   Per
Share
  Net
Income
  Shares   Per
Share
 

Net income

  $ 19,629               $ 17,594              

Less: preferred dividends

    835                 2,575              

Less: adjustment of minority interest due to redemption value

                    4,119              
                                   

Basic EPS:

                                     

Net income available to common stockholders

    18,794     73,780   $ 0.25     10,900     71,528   $ 0.15  

Diluted EPS:

                                     

Conversion of partnership units

    3,058     12,539           1,940     12,726        

Share and unit-based plans(1)

        462               298        

Convertible preferred stock(2)

                             
                               

Net income available to common stockholders

  $ 21,852     86,781   $ 0.25   $ 12,840     84,552   $ 0.15  
                               

 

 
  For the Six Months Ended June 30,  
 
  2008   2007  
 
  Net
Income
  Shares   Per
Share
  Net
Income
  Shares   Per
Share
 

Net income

  $ 117,711               $ 23,678              

Less: preferred dividends

    3,289                 5,150              

Less: adjustment of minority interest due to redemption value

                    4,119              
                                   

Basic EPS:

                                     

Net income available to common stockholders

    114,422     73,061   $ 1.57     14,409     71,597   $ 0.20  

Diluted EPS:

                                     

Conversion of partnership units

    19,656     12,546           2,578     12,890        

Share and unit-based plans(1)

        398               305        

Convertible preferred stock(2)

    3,289     2,460                      
                               

Net income available to common stockholders

  $ 137,367     88,465   $ 1.55   $ 16,987     84,792   $ 0.20  
                               

(1)
Diluted EPS excludes 279,707 of unvested restricted shares of common stock for the three and six months ended June 30, 2008, as their effect was antidilutive to net income available to common stockholders. Additionally, the convertible senior notes (See Note 10—Bank and Other Notes

11


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

3. Earnings per Share: (Continued)

(2)
The convertible preferred stock (See Note 17—Cumulative Convertible Redeemable Preferred Stock) can be converted on a one-for-one basis for common stock. The convertible preferred stock was dilutive to net income available to common stockholders for the six months ended June 30, 2008. For the three months ended June 30, 2008, 1,852,131 shares of convertible preferred stock were excluded as their effect was antidilutive to net income available to common stockholders. In addition, the outstanding 3,627,131 shares of convertible preferred stock were excluded from diluted EPS for the three and six months ended June 30, 2007 as their effect was antidilutive to net income available to common stockholders.

        The minority interest in the Operating Partnership as reflected in the Company's consolidated statements of operations has been allocated for EPS calculations as follows:

 
  For the Three
Months Ended
June 30,
  For the Six
Months Ended
June 30,
 
 
  2008   2007   2008   2007  

Income from continuing operations

  $ 2,276   $ 2,525   $ 3,506   $ 3,136  

Discontinued operations:

                         
 

(Loss) gain on sale of assets

    (16 )   (170 )   14,535     (215 )
 

Income (loss) from discontinued operations

    798     (415 )   1,615     (343 )
                   
   

Total

  $ 3,058   $ 1,940   $ 19,656   $ 2,578  
                   

        The Company had an 86% and 85% ownership interest in the Operating Partnership as of June 30, 2008 and December 31, 2007, respectively. The remaining 14% and 15% limited partnership interest as of June 30, 2008 and December 31, 2007, respectively, was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other outside investors in the form of OP Units. The OP Units may be redeemed on a one-for-one basis for common shares or cash, at the Company's option. The redemption value for each OP Unit of the Company as of any balance sheet date is the amount equal to the average of the closing quoted price per share of the Company's common stock, par value $.01 per share, as reported on the New York Stock Exchange for the ten trading days immediately preceding the respective balance sheet date. Accordingly, as of June 30, 2008 and December 31, 2007, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $812,301 and $904,150, respectively.

12


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 unconsolidated joint ventures. The Operating Partnership's interest in each joint venture property as of June 30, 2008 was as follows:

Joint Venture
  Operating
Partnership's
Ownership %(1)
 

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 %

Jaren Associates #4

    12.5 %

Kierland Tower Lofts, LLC

    15.0 %

Macerich Northwestern Associates

    50.0 %

Macerich SanTan Phase 2 SPE LLC—SanTan Village Power Center

    34.9 %

MetroRising AMS Holding LLC

    15.0 %

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 %

Scottsdale Fashion Square Partnership

    50.0 %

SDG Macerich Properties, L.P. 

    50.0 %

The Market at Estrella Falls LLC

    35.1 %

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/Goodyear, L.L.C. 

    50.0 %

Westcor/Queen Creek Commercial LLC

    37.7 %

Westcor/Queen Creek LLC

    37.7 %

Westcor/Queen Creek Medical LLC

    37.7 %

Westcor/Queen Creek Residential LLC

    37.6 %

Westcor/Surprise Auto Park LLC

    33.3 %

Westpen Associates

    50.0 %

WM Ridgmar, L.P. 

    50.0 %

Wilshire Building—Tenants in Common

    30.0 %

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

13


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

        The Company generally accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling interest in the joint venture or is the primary beneficiary in a variable interest entity. Although the Company has a greater than 50% interest in Pacific Premier Retail Trust, Camelback Colonnade SPE LLC and Corte Madera Village, LLC, the Company shares management control with the partners in these joint ventures and accounts for these joint ventures using the equity method of accounting.

        The Company had the following recent investments in unconsolidated joint venture interests:

        On September 5, 2007, the Company purchased the remaining 50% outside ownership interest in Hilton Village, a 96,546 square foot specialty center in Scottsdale, Arizona. The total purchase price of $13,500 was funded by cash, borrowings under the Company's line of credit and the assumption of an $8,600 mortgage note payable. The Center was previously accounted for under the equity method as an investment in unconsolidated joint ventures.

        On October 25, 2007, the Company purchased a 30% tenants-in-common interest in the Wilshire Building, a 40,000 square foot strip center in Santa Monica, California. The total purchase price of $27,000 was funded by cash, borrowings under the Company's line of credit and the assumption of a $6,650 mortgage note payable. The results of the Wilshire Building are included below for the period subsequent to its date of acquisition.

        On January 10, 2008, the Company, in a 50/50 joint venture, acquired The Shops at North Bridge, a 680,933 square foot urban shopping center in Chicago, Illinois, for a total purchase price of $515,000. The Company's share of the purchase price was funded by the assumption of a pro rata share of the $205,000 fixed rate mortgage on the Center and by borrowings under the Company's line of credit. The results of The Shops at North Bridge are included below for the period subsequent to its date of acquisition.

        On June 11, 2008, the Company became a 50% owner in a joint venture that acquired One Scottsdale, which plans to develop a luxury retail and mixed-use property in Scottsdale, Arizona. The Company's share of the purchase price was $52,500, which was funded by borrowings under the Company's line of credit. The results of One Scottsdale are included below for the period subsequent to its date of acquisition.

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

14


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:

 
  June 30,
2008
  December 31,
2007
 

Assets(1):

             
 

Properties, net

  $ 4,897,969   $ 4,294,147  
 

Other assets

    475,729     456,919  
           
 

Total assets

  $ 5,373,698   $ 4,751,066  
           

Liabilities and partners' capital(1):

             
 

Mortgage notes payable(2)

  $ 4,033,625   $ 3,865,593  
 

Other liabilities

    222,185     183,884  
 

The Company's capital(3)

    601,867     401,333  
 

Outside partners' capital

    516,021     300,256  
           

Total liabilities and partners' capital

  $ 5,373,698   $ 4,751,066  
           

(1)
These amounts include the assets and liabilities of the following significant joint ventures:

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

As of June 30, 2008:

                   

Total Assets

  $ 888,952   $ 1,022,156   $ 640,351  

Total Liabilities

  $ 824,089   $ 836,003   $ 367,279  

As of December 31, 2007:

                   

Total Assets

  $ 904,186   $ 1,026,973   $ 640,179  

Total Liabilities

  $ 826,291   $ 842,816   $ 364,554  
(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 June 30, 2008 and December 31, 2007, the total amount of debt that could become recourse to the Company was $15,366 and $8,655, respectively. Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $122,733 and $125,984 as of June 30, 2008 and December 31, 2007, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates. Interest expense incurred on these borrowings amounted to $2,054 and $2,188 for the three months ended June 30, 2008 and 2007 and $4,159 and $4,367 for the six months ended June 30, 2008 and 2007, respectively.

(3)
The Company's investment in unconsolidated joint ventures was $457,766 and $384,310 more than the underlying equity as reflected in the joint ventures' financial statements as of June 30, 2008 and December 31, 2007, respectively. This represents the difference between the cost of the

15


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

16


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 June 30, 2008

                               

Revenues:

                               
 

Minimum rents

  $ 23,384   $ 32,034   $ 15,056   $ 70,747   $ 141,221  
 

Percentage rents

    601     579     668     2,729     4,577  
 

Tenant recoveries

    11,850     12,000     9,202     33,396     66,448  
 

Other

    886     1,095     367     23,266     25,614  
                       
   

Total revenues

    36,721     45,708     25,293     130,138     237,860  
                       

Expenses:

                               
 

Shopping center and operating expenses

    14,792     13,326     7,496     41,913     77,527  
 

Interest expense

    11,632     11,289     4,126     28,773     55,820  
 

Depreciation and amortization

    7,707     8,089     4,658     26,140     46,594  
                       
 

Total operating expenses

    34,131     32,704     16,280     96,826     179,941  
                       

(Loss) gain on sale of assets

    (14 )           6,170     6,156  
                       

Net income

  $ 2,576   $ 13,004   $ 9,013   $ 39,482   $ 64,075  
                       

Company's equity in net income

  $ 1,288   $ 6,618   $ 4,507   $ 12,533   $ 24,946  
                       

Three Months Ended June 30, 2007

                               

Revenues:

                               
 

Minimum rents

  $ 22,778   $ 30,823   $ 14,754   $ 61,211   $ 129,566  
 

Percentage rents

    513     872     129     2,669     4,183  
 

Tenant recoveries

    11,756     12,782     7,364     28,674     60,576  
 

Other

    847     991     487     4,927     7,252  
                       
   

Total revenues

    35,894     45,468     22,734     97,481     201,577  
                       

Expenses:

                               
 

Shopping center and operating expenses

    14,342     13,039     6,352     35,080     68,813  
 

Interest expense

    11,589     12,329     4,172     24,569     52,659  
 

Depreciation and amortization

    7,457     7,737     5,101     21,199     41,494  
                       
 

Total operating expenses

    33,388     33,105     15,625     80,848     162,966  
                       

Gain on sale of assets

    13             772     785  
                       

Net income

  $ 2,519   $ 12,363   $ 7,109   $ 17,405   $ 39,396  
                       

Company's equity in net income

  $ 1,260   $ 6,294   $ 3,169   $ 8,274   $ 18,997  
                       

17


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  

Six Months Ended June 30, 2008

                               

Revenues:

                               

Minimum rents

  $ 46,585   $ 63,983   $ 30,150   $ 138,956   $ 279,674  

Percentage rents

    1,531     1,703     1,121     4,917     9,272  

Tenant recoveries

    24,277     24,916     18,235     67,794     135,222  

Other

    1,977     2,194     973     29,388     34,532  
                       
 

Total revenues

    74,370     92,796     50,479     241,055     458,700  
                       

Expenses:

                               
 

Shopping center and operating expenses

    29,738     26,463     15,210     81,324     152,735  
 

Interest expense

    23,260     22,894     8,242     58,313     112,709  
 

Depreciation and amortization

    15,158     15,921     9,280     49,464     89,823  
                       
 

Total operating expenses

    68,156     65,278     32,732     189,101     355,267  
                       

(Loss) gain on sale of assets

    (14 )           14,786     14,772  
                       

Net income

  $ 6,200   $ 27,518   $ 17,747   $ 66,740   $ 118,205  
                       

Company's equity in net income

  $ 3,100   $ 14,003   $ 8,874   $ 21,267   $ 47,244  
                       

Six Months Ended June 30, 2007

                               

Revenues:

                               
 

Minimum rents

  $ 45,927   $ 61,708   $ 30,700   $ 121,036   $ 259,371  
 

Percentage rents

    1,726     2,457     86     4,636     8,905  
 

Tenant recoveries

    23,717     24,802     15,616     58,188     122,323  
 

Other

    1,788     1,948     917     8,511     13,164  
                       
   

Total revenues

    73,158     90,915     47,319     192,371     403,763  
                       

Expenses:

                               
 

Shopping center and operating expenses

    29,141     25,471     12,602     67,934     135,148  
 

Interest expense

    23,059     24,617     8,369     50,209     106,254  
 

Depreciation and amortization

    14,720     15,320     10,365     47,267     87,672  
                       
 

Total operating expenses

    66,920     65,408     31,336     165,410     329,074  
                       

(Loss) gain on sale of assets

    (4,751 )           772     (3,979 )
                       

Net income

  $ 1,487   $ 25,507   $ 15,983   $ 27,733   $ 70,710  
                       

Company's equity in net income

  $ 744   $ 12,987   $ 6,522   $ 13,227   $ 33,480  
                       

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

18


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 derivative financial instruments 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 in SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," 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 consolidated statements of operations. No ineffectiveness was recorded in net income during the three and six months ended June 30, 2008 or 2007. 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 June 30, 2008, five of the Company's derivative instruments were not designated as cash flow hedges. Changes in the market value of these derivative instruments are recorded in the consolidated statements of operations.

        As of June 30, 2008 and December 31, 2007, the Company had $0 and $286, respectively, reflected in other comprehensive income related to treasury rate locks settled in prior years. The Company reclassified $44 and $240 for the three months ended June 30, 2008 and 2007 and $285 and $478 for the six months ended June 30, 2008 and 2007, respectively, related to treasury rate lock transactions settled in prior years from accumulated other comprehensive income to earnings.

        Interest rate swap and cap agreements are purchased by the Company from third parties. Amounts received (paid) as a result of these agreements are recorded as a decrease (increase) to interest expense. The Company recorded other comprehensive income (loss) related to the marking-to-market of interest rate swap and cap agreements of $23,656 and $11,447 for the three months ended June 30, 2008 and 2007 and ($201) and $7,754 for the six months ended June 30, 2008 and 2007, respectively. The amount expected to be reclassified to interest expense in the next 12 months is immaterial.

        The fair values of interest rate swap and cap 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 swap and cap agreements. The variable interest rates used in the calculation of projected receipts on the interest rate swap and cap agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of SFAS No. 157, 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

19


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

5. Derivative Instruments and Hedging Activities: (Continued)


of default by itself and its counterparties. However, as of June 30, 2008, 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.

        The following table presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2008:

 
  Quoted Prices in
Active Markets for
Identical Assets and
Liabilities (Level 1)
  Significant Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs (Level 3)
  Balance at
June 30, 2008
 

Assets

                         

Derivative Instruments

  $   $ 283   $   $ 283  

Liabilities

                         

Derivative Instruments

  $   $ 27,715   $   $ 27,715  

6. Property:

        Property consists of the following:

 
  June 30,
2008
  December 31,
2007
 

Land

  $ 1,066,131   $ 1,146,096  

Building and improvements

    4,832,893     5,121,442  

Tenant improvements

    288,834     285,395  

Equipment and furnishings

    82,132     83,199  

Construction in progress

    707,457     442,670  
           

    6,977,447     7,078,802  

Less accumulated depreciation

    (892,501 )   (891,329 )
           

  $ 6,084,946   $ 6,187,473  
           

        Depreciation expense was $45,009 and $39,101 for the three months ended June 30, 2008 and 2007 and $92,160 and $77,350 for the six months ended June 30, 2008 and 2007, respectively.

        The Company recognized a gain on sale of land of $489 and $2,279 during the three months ended June 30, 2008 and 2007 and $1,163 and $3,996 for the six months ended June 30, 2008 and 2007, respectively. In addition, the Company recognized a gain on sale of equipment and furnishings of $35 during the six months ended June 30, 2007.

20


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

7. Marketable Securities:

        Marketable securities consist of the following:

 
  June 30,
2008
  December 31,
2007
 

Government debt securities, at par value

  $ 29,737   $ 30,544  

Less discount

    (1,333 )   (1,501 )
           

    28,404     29,043  

Unrealized gain

    2,051     2,183  
           

Fair value

  $ 30,455   $ 31,226  
           

        Future contractual maturities of marketable securities at June 30, 2008 are as follows:

1 year or less

  $ 1,267  

2 to 5 years

    4,012  

6 to 10 years

    24,458  
       

  $ 29,737  
       

        The proceeds from maturities and interest receipts from the marketable securities are restricted to the service of the $27,362 note on which the Company remains obligated following the sale of Greeley Mall on July 27, 2006 (See Note 10—Bank and Other Notes Payable).

8. Deferred Charges And Other Assets:

        Deferred charges and other assets are summarized as follows:

 
  June 30,
2008
  December 31,
2007
 

Leasing

  $ 130,819   $ 139,343  

Financing

    51,010     47,406  

Intangible assets resulting from SFAS No. 141 allocations:

             
 

In-place lease values

    163,102     201,863  
 

Leasing commissions and legal costs

    37,444     35,728  
           

    382,375     424,340  

Less accumulated amortization(1)

    (147,675 )   (175,353 )
           

    234,700     248,987  

Other assets

    89,606     137,815  
           

  $ 324,306   $ 386,802  
           

(1)
Accumulated amortization includes $74,049 and $101,951 relating to intangibles resulting from SFAS No. 141 allocations at June 30, 2008 and December 31, 2007, respectively.

21


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

8. Deferred Charges And Other Assets: (Continued)

        The allocated values of above market leases included in deferred charges and other assets, net and the below market leases included in other accrued liabilities, related to SFAS No. 141, consist of the following:

 
  June 30,
2008
  December 31,
2007
 

Above Market Leases

             

Original allocated value

  $ 55,790   $ 65,752  

Less accumulated amortization

    (31,038 )   (38,530 )
           

  $ 24,752   $ 27,222  
           

Below Market Leases

             

Original allocated value

  $ 141,042   $ 156,667  

Less accumulated amortization

    (75,378 )   (93,090 )
           

  $ 65,664   $ 63,577  
           

22


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

9. Mortgage Notes Payable:

        Mortgage notes payable consist of the following:

 
  Carrying Amount of Mortgage Notes (a)    
   
   
 
 
  June 30, 2008   December 31, 2007    
   
   
 
Property Pledged as Collateral
  Other   Related Party   Other   Related Party   Interest Rate   Monthly Payment Term(b)   Maturity Date  

Capitola Mall

  $   $ 38,420   $   $ 39,310     7.13 %   380     2011  

Cactus Power Center(c)

    643                     3.84 %   2     2011  

Carmel Plaza

    26,033         26,253         8.18 %   202     2009  

Chandler Fashion Center

    168,167         169,789         5.98 %   1,043     2012  

Chesterfield Towne Center(d)

    54,924         55,702         9.07 %   548     2024  

Danbury Fair Mall

    173,207         176,457         4.64 %   1,225     2011  

Deptford Mall

    172,500         172,500         5.41 %   778     2013  

Deptford Mall(e)

    15,731                 6.46 %   101     2016  

Eastview Commons(f)

            8,814                  

Eastview Mall(f)

            101,007                  

Fiesta Mall

    84,000         84,000         4.98 %   348     2015  

Flagstaff Mall

    37,000         37,000         5.03 %   155     2015  

FlatIron Crossing

    186,015         187,736         5.26 %   1,102     2013  

Freehold Raceway Mall

    174,728         177,686         4.68 %   1,184     2011  

Fresno Fashion Fair(g)

    63,068         63,590         6.52 %   437     2008  

Great Northern Mall

    39,943         40,285         5.19 %   234     2013  

Greece Ridge Center(f)

            72,000                  

Hilton Village

    8,539         8,530         5.27 %   37     2012  

La Cumbre Plaza(h)

    30,000         30,000         3.85 %   96     2009  

Marketplace Mall(f)

            39,345                  

Northridge Mall

    80,398         81,121         4.94 %   453     2009  

Pacific View

    88,133         88,857         7.16 %   602     2011  

Panorama Mall(i)

    50,000         50,000         3.56 %   148     2010  

Paradise Valley Mall

    20,751         21,231         5.89 %   183     2009  

Pittsford Plaza(f)

            24,596                  

Pittsford Plaza(f)

            9,148                  

Prescott Gateway

    60,000         60,000         5.86 %   293     2011  

Promenade at Casa Grande(j)

    92,548         79,964         4.13 %   319     2009  

Queens Center

    89,730         90,519         7.11 %   633     2009  

Queens Center

    107,615     107,614     108,539     108,538     7.00 %   1,591     2013  

Rimrock Mall

    42,498         42,828         7.56 %   320     2011  

Salisbury, Center at

    115,000         115,000         5.83 %   559     2016  

Santa Monica Place

    78,462         79,014         7.79 %   606     2010  

SanTan Village Regional Center(k)

    121,118                 5.22 %   477     2011  

Shoppingtown Mall

    43,849         44,645         5.01 %   319     2011  

South Plains Mall

    58,236         58,732         8.29 %   454     2009  

South Towne Center(l)

    64,000         64,000         6.66 %   355     2008  

Towne Mall

    14,604         14,838         4.99 %   100     2012  

Tucson La Encantada

        78,000         78,000     5.84 %   364     2012  

Twenty Ninth Street(m)

    115,000         110,558         3.48 %   334     2009  

Valley River Center

    120,000         120,000         5.60 %   560     2016  

Valley View Center

    125,000         125,000         5.81 %   605     2011  

Victor Valley, Mall of(n)

    100,000         51,211         4.32 %   360     2011  

Village Fair North(o)

            10,880         5.89 %   82      

Vintage Faire Mall

    63,868         64,386         7.91 %   508     2010  

Westside Pavilion(p)

    175,000         92,037         5.33 %   777     2011  

Wilton Mall

    43,622         44,624         4.79 %   349     2009  
                                     

  $ 3,103,930   $ 224,034   $ 3,102,422   $ 225,848                    
                                     

(a)
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

23


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

9. Mortgage Notes Payable: (Continued)

Property Pledged as Collateral
  June 30, 2008   December 31, 2007  

Danbury Fair Mall

  $ 11,298   $ 13,405  

Deptford Mall

    (44 )    

Eastview Commons

        573  

Eastview Mall

        1,736  

Freehold Raceway Mall

    10,656     12,373  

Great Northern Mall

    (150 )   (164 )

Hilton Village

    (61 )   (70 )

Marketplace Mall

        1,650  

Paradise Valley Mall

    245     392  

Pittsford Plaza

        857  

Shoppingtown Mall

    3,191     3,731  

Towne Mall

    417     464  

Victor Valley, Mall of

        54  

Village Fair North

        49  

Wilton Mall

    1,996     2,729  
           

  $ 27,548   $ 37,779  
           
(b)
This represents the monthly payment of principal and interest.

(c)
On March 20, 2008, the Company obtained a construction loan that provides for borrowings of up to $101,000 and bears interest at LIBOR plus a spread of 1.10% to 1.35% depending on certain conditions. The loan matures on March 14, 2011, with two one-year extension options. At June 30, 2008, the total interest rate was 3.84%.

(d)
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. Contingent interest expense recognized by the Company was $33 and $113 for the three months ended June 30, 2008 and 2007 and $113 and $192 for the six months ended June 30, 2008 and 2007, respectively.

(e)
Concurrent with the acquisition of the fee simple interest in a free standing department store, the Company assumed the existing loan on the property. The loan bears interest at 6.46% and matures on June 1, 2016.

(f)
On January 1, 2008, these loans were transferred in connection with the redemption of the participating convertible preferred units of MACWH, LP (See Rochester Redemption in Note 14—Discontinued Operations).

(g)
On July 10, 2008, the Company replaced the existing loan on the property with a new $170,000 loan, bearing interest at 6.76% and maturing on August 1, 2015.

(h)
The floating rate loan bears interest at LIBOR plus 0.88%. On May 2, 2008, the Company exercised an option under the loan agreement to extend the maturity of the loan to August 9, 2009. The Company has an interest rate cap agreement over the loan term which effectively prevents LIBOR from exceeding 7.12%. At June 30, 2008 and December 31, 2007, the total interest rate was 3.85% and 6.48%, respectively.

(i)
The floating rate loan bears interest at LIBOR plus 0.85% and matures in February 2010. The Company has an interest rate cap agreement on this loan which effectively prevents LIBOR from exceeding 6.65%. At June 30, 2008 and December 31, 2007, the total interest rate was 3.56% and 6.00%, respectively.

(j)
The construction loan allows for total borrowings of up to $110,000, and bears interest at LIBOR plus a spread of 1.20% to 1.40% depending on certain conditions. The loan matures in August 2009, with two one-year extension options. At June 30, 2008 and December 31, 2007, the total interest rate was 4.13% and 6.35%, respectively.

(k)
On June 13, 2008, the Company placed a construction loan on the property that allows for borrowings of up to $150,000. The loan 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 June 30, 2008, the total interest rate was 5.22%.

(l)
The Company plans to pay off this loan upon maturity from borrowings under its line of credit.

24


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

9. Mortgage Notes Payable: (Continued)

(m)
The construction loan allowed for total borrowings of up to $115,000, and bears interest at LIBOR plus 0.80%. The loan matures in June 2009, with a one-year extension option. At June 30, 2008 and December 31, 2007, the total interest rate was 3.48% and 5.93%, respectively.

(n)
The previous loan was paid off in full on March 1, 2008. On May 6, 2008, the Company placed a new floating rate loan for $100,000 on the property, bearing interest at LIBOR plus 1.60% that matures on May 6, 2011, with two one-year extension options. At June 30, 2008, the total interest rate on the new loan was 4.32%.

(o)
This loan was paid off in full on April 16, 2008.

(p)
On June 5, 2008, the Company replaced the existing loan on the property with a new $175,000 loan that bears interest at LIBOR plus 2.00% and matures on June 5, 2011, with two one-year extension options. At June 30, 2008, the total interest rate on the new loan was 5.33%.

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

        Total interest expense capitalized was $8,584 and $8,934 for the three months ended June 30, 2008 and 2007 and $15,637 and $14,291 for the six months ended June 30, 2008 and 2007, respectively.

        The related party mortgage notes payable are amounts due to an affiliate of NML. See Note 11—Related-Party Transactions for interest expense associated with these loans.

10. Bank and Other Notes Payable:

        Bank and other notes payable consist of the following:

Convertible Senior Notes:

        On March 16, 2007, the Company issued $950,000 in convertible senior notes ("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 the holder into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the election of the Company, at an initial conversion rate of 8.9702 shares per $1 principal amount. 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. 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. The carrying value of the Senior Notes at June 30, 2008 and December 31, 2007 includes an unamortized discount of $7,037 and $7,988, respectively, incurred at issuance and is amortized into interest expense over the term of the Senior Notes in a manner that approximates the effective interest method. As of June 30, 2008 and December 31, 2007, the effective interest rate was 3.66%.

        Concurrent with the issuance of the Senior Notes, the Company purchased two capped calls ("Capped Calls") from affiliates of the initial purchasers of the Senior Notes. The Capped Calls

25


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

10. Bank and Other Notes Payable: (Continued)


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 Capped Calls are expected to generally reduce the potential dilution upon exchange of the Senior Notes in the event the market value per share of the Company's common stock, as measured under the terms of the relevant settlement date, is greater than the strike price of the Capped Calls. If, however, the market value per share of the Company's common stock exceeds $130.06 per common share, then the dilution mitigation under the Capped Calls will be capped, which means there would be dilution from exchange of the Senior Notes to the extent that the market value per share of the Company's common stock exceeds $130.06. The cost of the Capped Calls was approximately $59,850 and was recorded as a charge to additional paid-in capital in 2007.

Line of Credit:

        The Company has a $1,500,000 revolving line of credit that matures on April 25, 2010 with a one-year extension option. The interest rate fluctuates from LIBOR plus 0.75% to LIBOR plus 1.10% depending on the Company's overall leverage. 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 6.23% until April 25, 2011. As of June 30, 2008 and December 31, 2007, borrowings outstanding were $1,228,000 and $1,015,000 at an effective interest rate, excluding the $400,000 swapped portion, of 3.75% and 6.19%, respectively.

Term Notes:

        On April 25, 2005, the Company obtained a five-year, $450,000 term loan bearing interest at LIBOR plus 1.50%. In November 2005, the Company entered into an interest rate swap agreement that effectively fixed the interest rate of the term loan at 6.30% from December 1, 2005 to April 25, 2010. As of June 30, 2008 and December 31, 2007, the entire term loan was outstanding with an effective interest rate of 6.50%.

        On July 27, 2006, concurrent with the sale of Greeley Mall, the Company provided marketable securities to replace Greeley Mall as collateral for the mortgage note payable on the property (See Note 7—Marketable Securities). As a result of this transaction, the 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. As of June 30, 2008 and December 31, 2007, the note had a balance outstanding of $27,362 and $27,676, respectively.

        As of June 30, 2008 and December 31, 2007, the Company was in compliance with all applicable loan covenants.

11. Related-Party Transactions:

        Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as

26


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

11. Related-Party Transactions: (Continued)


insurance costs and other administrative expenses. The following fees were charged to unconsolidated joint ventures:

 
  For the Three
Months Ended
June 30,
  For the Six
Months Ended
June 30,
 
 
  2008   2007   2008   2007  

Management Fees

                         

MMC

  $ 2,960   $ 2,544   $ 5,885   $ 5,106  

Westcor Management Companies

    1,863     1,658     3,718     3,261  

Wilmorite Management Companies

    416     345     835     773  
                   

  $ 5,239   $ 4,547   $ 10,438   $ 9,140  
                   

Development and Leasing Fees

                         

MMC

  $ 96   $ 78   $ 195   $ 183  

Westcor Management Companies

    2,982     2,712     4,601     4,388  

Wilmorite Management Companies

    438     22     876     50  
                   

  $ 3,516   $ 2,812   $ 5,672   $ 4,621  
                   

        Certain mortgage notes are held by NML (See Note 9—Mortgage Notes Payable). Interest expense in connection with these notes was $3,678 and $3,213 for the three months ended June 30, 2008 and 2007 and $7,372 and $5,862 for the six months ended June 30, 2008 and 2007, respectively. Included in accounts payable and accrued expenses is interest payable to NML of $1,100 and $1,150 at June 30, 2008 and December 31, 2007, respectively.

        As of June 30, 2008 and December 31, 2007, the Company had loans to unconsolidated joint ventures of $416 and $604, respectively. Interest income associated with these notes was $9 and $10 for the three months ended June 30, 2008 and 2007 and $21 and $22 for the six months ended June 30, 2008 and 2007, respectively. These loans represent initial funds advanced to development stage projects prior to construction loan funding. Correspondingly, loan payables in the same amount have been accrued as an obligation by the various joint ventures.

        Due from affiliates of $6,095 and $5,729 at June 30, 2008 and December 31, 2007, respectively, represents unreimbursed costs and fees due from unconsolidated joint ventures under management agreements.

        Certain Company officers and affiliates have guaranteed mortgages of $21,750 at one of the Company's joint venture properties.

27


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

12. Stock Repurchase Program:

        On March 16, 2007, the Company repurchased 807,000 shares for $74,970 concurrent with the Senior Notes offering (See Note 10—Bank and Other Notes Payable). These shares were repurchased pursuant to the Company's stock repurchase program authorized by the Company's Board of Directors on March 9, 2007. This repurchase program ended on March 16, 2007 because the maximum shares allowed to be repurchased under the program was reached.

13. Acquisitions:

        The following acquisitions were recently completed by the Company:

Hilton Village:

        On September 5, 2007, the Company purchased the remaining 50% outside ownership interest in Hilton Village, a 96,546 square foot specialty center in Scottsdale, Arizona. The total purchase price of $13,500 was funded by cash, borrowings under the Company's line of credit and the assumption of a mortgage note payable. The Center was previously accounted for under the equity method as an investment in unconsolidated joint ventures. The results of Hilton Village's operations have been included in the Company's consolidated financial statements since the acquisition date.

Mervyn's:

        On December 17, 2007, the Company purchased a portfolio of ground leasehold and/or fee simple interests in 39 Mervyn's department stores for $400,160. The Company purchased an additional ground leasehold interest on January 31, 2008 for $13,182 and a fee simple interest on February 29, 2008 for $19,338. All of the purchased properties are located in the Southwest United States. The purchase price was funded by cash and borrowings under the Company's line of credit. Concurrent with each acquisition, the Company entered into individual agreements to lease back the properties to Mervyn's for terms of 14 to 20 years.

        At acquisition, management identified 29 of the 41 aggregate properties in the portfolio as available for sale. These properties are located at shopping centers not owned or managed by the Company. The results of operations from these properties have been included in income from discontinued operations since the acquisition date. (See Note 14—Discontinued Operations). The results of operations of the 12 Mervyn's properties not designated as assets held for sale have been included in continuing operations of the Company's consolidated financial statements since the acquisition date.

Boscov's:

        On May 20, 2008, the Company purchased fee simple interests in a 161,350 square foot Boscov's department store at Deptford Mall in Deptford, New Jersey. The total purchase price of $23,500 was funded by the assumption of the existing mortgage note on the property and by borrowings under the Company's line of credit. The results of operations have included this property since the date of acquisition.

28


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

14. Discontinued Operations:

        The following operations were recently disposed or designated as held for sale by the Company:

Mervyn's:

        On December 17, 2007, the Company purchased a portfolio of ground leasehold and/or fee simple interests in 39 Mervyn's department stores for $400,160. The Company purchased an additional ground leasehold interest on January 31, 2008 for $13,182 and a fee simple interest on February 29, 2008 for $19,338. (See Note 13—Acquisitions). Upon closing of these acquisitions, management designated the 29 stores located at shopping centers not owned or managed by the Company in the portfolio as available for sale. The results of operations from these properties have been included in income from discontinued operations since the respective acquisition dates. The carrying value of these properties at June 30, 2008 and December 31, 2007 was $326,763 and $250,648, respectively, and has been recorded as assets held for sale.

Rochester Redemption:

        On April 25, 2005, the Company and the Operating Partnership acquired Wilmorite Properties, Inc., a Delaware corporation ("Wilmorite"), and Wilmorite Holdings, L.P., a Delaware limited partnership ("Wilmorite Holdings"). Wilmorite's portfolio included interests in 11 regional malls and two open-air community shopping centers with 13,400,000 square feet of space located in Connecticut, New York, New Jersey, Kentucky and Virginia. The total purchase price was approximately $2,333,333, plus adjustments for working capital, including the assumption of approximately $877,174 of existing debt with an average interest rate of 6.43%, and the issuance of 3,426,609 Class A participating convertible preferred units ("PCPUs") valued at $213,786, 344,625 Class A non-participating convertible preferred units valued at $21,501 and 93,209 common units in Wilmorite Holdings valued at $5,815. The balance of the consideration to the equity holders of Wilmorite and Wilmorite Holdings was paid in cash, which was provided primarily by a five-year, $450,000 term loan bearing interest at LIBOR plus 1.50% and a $650,000 acquisition loan which had a term of up to two years and bore interest initially at LIBOR plus 1.60%. An affiliate of the Operating Partnership is the general partner and, together with other affiliates, owned as of December 31, 2007 approximately 84% of Wilmorite Holdings, with the remaining 16% held by those limited partners of Wilmorite Holdings who elected to receive convertible preferred units or common units in Wilmorite Holdings rather than cash. These interests represented a minority interest in MACWH, LP, a subsidiary of the Operating Partnership and successor in interest in Wilmorite Holdings, which in turn holds the Wilmorite portfolio, and were recorded at predecessor basis, representing, at acquisition date, a $195,905 reduction from fair value in the balance sheet with the earnings attributable to these interests reported as minority interest in consolidated joint ventures in the consolidated statements of operations.

        On January 1, 2008, a subsidiary of the Operating Partnership, at the election of the holders, redeemed the 3,426,609 PCPUs. As a result of the redemption, the Company received the 16.32% minority interest in the portion of the Wilmorite portfolio that included Danbury Fair Mall, Freehold Raceway Mall, Great Northern Mall, Rotterdam Square, Shoppingtown Mall, Towne Mall, Tysons Corner Center and Wilton Mall, collectively referred to as the "Non-Rochester Properties," for total

29


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

14. Discontinued Operations: (Continued)


consideration of $224,393, in exchange for the Company's ownership interest in the portion of the Wilmorite portfolio that consisted of Eastview Commons, Eastview Mall, Greece Ridge Center, Marketplace Mall and Pittsford Plaza, collectively referred to as the "Rochester Properties," including approximately $18,000 in cash held at those properties. Included in the redemption consideration was the assumption of the remaining 16.32% interest in the indebtedness of the Non-Rochester Properties, which had an estimated fair value of $105,962. The Company determined the fair value of the debt using a present value model based upon the terms of equivalent debt and upon credit spreads made available to the Company. The fair value of the debt consisted of $71,032 of Level 2 inputs and $34,930 of Level 3 inputs in accordance with SFAS No. 157. The source of the Level 2 inputs involved the use of the nominal weekly average of the U.S. treasury rates. In addition, the Company also received additional consideration of $11,763, in the form of a note, for certain working capital adjustments, extraordinary capital expenditures, leasing commissions, tenant allowances, and decreases in indebtedness during the Company's period of ownership of the Rochester Properties. The Company recognized a gain of $99,263 on the exchange based on the difference between the fair value of the additional interest acquired in the Non-Rochester Properties and the carrying value of the Rochester Properties, net of minority interest. This exchange is referred to herein as the "Rochester Redemption."

        As a result of the Rochester Redemption, the Company recorded a credit to additional paid-in capital of $172,805 due to the reversal of adjustments to minority interest for the redemption value on the Rochester Properties over the Company's historical cost. In addition, the Company recorded a step-up in the basis of approximately $218,812 in the remaining portion of the Non-Rochester Properties.

        The Company has classified the results of operations for the three and six months ended June 30, 2008 and 2007 for all of the above dispositions as discontinued operations.

        The loss on sale of assets from discontinued operations of $1,124 and $1,413 for the three and six months ended June 30, 2007, respectively, consisted of additional costs related to properties sold in 2006.

30


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

14. Discontinued Operations: (Continued)

        Revenues and income from discontinued operations were as follows:

 
  For the Three
Months Ended
June 30,
  For the Six
Months Ended
June 30,
 
 
  2008   2007   2008   2007  

Revenues:

                         
 

Scottsdale/101

  $   $ 26   $ 10   $ 42  
 

Park Lane Mall

        2         14  
 

Holiday Village

        68     338     133  
 

Greeley Mall

        (2 )       (3 )
 

Great Falls Marketplace

    43         (21 )    
 

Citadel Mall

        (36 )       47  
 

Northwest Arkansas Mall

        9         33  
 

Crossroads Mall

        (63 )       (26 )
 

Mervyn's

    8,511         16,209      
 

Rochester Properties

        21,464         40,337  
                   

  $ 8,554   $ 21,468   $ 16,536   $ 40,577  
                   

Income from discontinued operations:

                         
 

Scottsdale/101

  $ (3 ) $ 1   $ (1 ) $ 3  
 

Park Lane Mall

        1         19  
 

Holiday Village

        51     338     114  
 

Greeley Mall

        (253 )       (258 )
 

Great Falls Marketplace

    31         (33 )   1  
 

Citadel Mall

        (192 )       (134 )
 

Northwest Arkansas Mall

        18         23  
 

Crossroads Mall

        15         51  
 

Mervyn's

    5,465         10,714      
 

Rochester Properties

        1,730         2,048  
                   

  $ 5,493   $ 1,371   $ 11,018   $ 1,867  
                   

15. Commitments and Contingencies:

        The Company has certain properties that are subject to non-cancelable operating ground leases. The leases expire at various times through 2097, subject in some cases, to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income as defined in the lease agreements. Ground rent expense was $1,818 and $851 for the three months ended June 30, 2008 and 2007 and $3,635 and $1,717 for the six months ended June 30, 2008 and 2007, respectively. No contingent rent was incurred in either period.

        As of June 30, 2008 and December 31, 2007, the Company was contingently liable for $6,574 in letters of credit guaranteeing performance by the Company of certain obligations relating to the

31


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

15. Commitments and Contingencies: (Continued)


Centers. The Company does not believe that these letters of credit will result in a liability to the Company. In addition, the Company has a $24,000 letter of credit that serves as collateral to a liability assumed in the acquisition of Shoppingtown Mall in 2005.

        The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the agreement. At June 30, 2008, the Company had $111,838 in outstanding obligations, which it believes will be settled in the next twelve months.

16. Share and Unit-Based Plans:

        The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees. The share-based compensation plans provide for grants of stock awards, stock options, stock appreciation rights, operating partnership units and phantom stock units. In addition, the Company has established an Employee Stock Purchase Plan to allow employees to purchase the Company's common stock at a discount.

        The Company accounts for its share and unit-based compensation plans in accordance with SFAS No. 123(R), "Share-Based Payment." Under SFAS No. 123(R), an equity instrument is not recorded to common stockholders' equity until the related compensation expense is recorded over the requisite service period of the award. The Company records compensation cost on a straight-line basis for awards, excluding the market-indexed awards referred to as "LTIP Units." Compensation cost for the market-indexed LTIP Unit awards are recognized under the graded attribution method.

        On March 7, 2008, the Company granted 1,257,134 stock appreciation rights ("SARs") to certain executives of the Company as an additional component of compensation. The SARs vest on March 15, 2011. Once the SARs have vested, the executive will have up to 10 years from the grant date to exercise the SARs. There is no performance requirement, only a service condition of continued employment. Upon exercise, the executives will receive unrestricted common shares for the appreciation in value of the SARs from the grant date to the exercise date. The Company has measured the grant date value of each SAR to be $7.68 as determined using the Black-Scholes Option Pricing Model based upon the following assumptions: volatility of 22.52%, dividend yield of 5.23%, risk free rate of 3.15%, current value of $61.17 and an expected term of 8 years. The assumptions for volatility and dividend yield were based on the Company's historical experience as a publicly traded company, the current value was based on the closing price on the date of grant and the risk free rate was based upon the interest rate of the 10-year treasury bond on the date of grant.

32


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

16. Share and Unit-Based Plans: (Continued)

        The following table summarizes the activity of the other non-vested share and unit-based plans:

 
  LTIP Units   Stock Awards   Phantom Stock  
 
  Number of
Units
  Weighted
Average
Grant Date
Fair Value
  Number of
Shares
  Weighted
Average
Grant Date
Fair Value
  Number of
Units
  Weighted
Average
Grant Date
Fair Value
 

Balance at January 1, 2008

    187,387   $ 55.90     336,072   $ 77.21     6,419   $ 83.86  
 

Granted

    118,780   $ 61.17     127,273   $ 61.17     2,994   $ 64.83  
 

Vested

    (6,817 ) $ 89.21     (182,498 ) $ 70.06     (4,599 ) $ 71.46  
 

Forfeited

              (1,140 ) $ 71.71            
                                 

Balance at June 30, 2008

    299,350   $ 57.02     279,707   $ 74.60     4,814   $ 83.86  
                                 

        The following summarizes the compensation cost under share and unit-based plans:

 
  For the Three Months Ended June 30,   For the Six Months Ended June 30,  
 
  2008   2007   2008   2007  

LTIP units

  $ 1,710   $ 2,054   $ 2,985   $ 4,044  

Stock awards

    2,645     3,229     5,993     5,996  

Stock options

    148         296      

SARs

    795         1,014      

Phantom stock units

    162     223     329     290  
                   

  $ 5,460   $ 5,506   $ 10,617   $ 10,330  
                   

        The Company capitalized share and unit-based compensation costs of $2,651 and $1,638 during the three months ended June 30, 2008 and 2007 and $4,922 and $3,069 during the six months ended June 30, 2008 and 2007, respectively.

17. Cumulative Convertible Redeemable Preferred Stock:

        On February 25, 1998, the Company issued 3,627,131 shares of Series A cumulative convertible redeemable preferred stock ("Series A Preferred Stock") for proceeds totaling $100,000 in a private placement. The preferred stock can be converted on a one for one basis into common stock and will pay a quarterly dividend equal to the greater of $0.46 per share, or the dividend then payable on a share of common stock.

        No dividends will be declared or paid on any class of common or other junior stock to the extent that dividends on Series A Preferred Stock have not been declared and/or paid.

        The holder of the Series A Preferred Stock has redemption rights if a change in control of the Company occurs, as defined under the Articles Supplementary. Under such circumstances, the holder of the Series A Preferred Stock is entitled to require the Company to redeem its shares, to the extent the Company has funds legally available therefor, at a price equal to 105% of its liquidation preference

33


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

17. Cumulative Convertible Redeemable Preferred Stock: (Continued)


plus accrued and unpaid dividends. The Series A Preferred Stock holder also has the right to require the Company to repurchase its shares if the Company fails to be taxed as a REIT for federal tax purposes at a price equal to 115% of its liquidation preference plus accrued and unpaid dividends to the extent funds are legally available therefor.

        On October 18, 2007, the holder of the Series A Preferred Stock converted 560,000 shares to common shares. On May 6, 2008, the holder of the Series A Preferred Stock converted 684,000 shares to common shares. On May 8, 2008, the holder of the Series A Preferred Stock converted 1,338,860 shares to common shares.

        The total liquidation preference as of June 30, 2008 was $28,791.

18. Income Taxes:

        The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is management's current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on net income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any.

        Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements.

        The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to section 856(l) of the Internal Revenue Code. The Company's Taxable REIT Subsidiaries ("TRSs") are subject to corporate level income taxes which are provided for in the Company's consolidated financial statements. The Company's primary TRSs include Macerich Management Company and Westcor Partners, L.L.C.

34


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

18. Income Taxes: (Continued)

        The income tax benefit (provision) of the TRSs is as follows:

 
  For the Three Months Ended June 30,   For the Six Months Ended June 30,  
 
  2008   2007   2008   2007  

Current

  $ 7   $ (8 ) $   $ (17 )

Deferred

    682     795     388     924  
                   

Total income tax benefit

  $ 689   $ 787   $ 388   $ 907  
                   

        SFAS No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The net operating loss carryforwards are currently scheduled to expire through 2028, beginning in 2012. Net deferred tax assets were $13,502 and $12,080 at June 30, 2008 and December 31, 2007, respectively.

        The Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109," on January 1, 2007. The adoption of this standard did not have a material impact on the Company's results of operations or financial condition. At the adoption date of January 1, 2007, the Company had $1,574 of unrecognized tax benefit, all of which would affect the Company's effective tax rate if recognized, and which was recorded as a charge to accumulated deficit. At June 30, 2008, the Company had $2,227 of unrecognized tax benefit. As a result of tax positions taken during the current year, an increase in the unrecognized tax benefit of $164 and $321 was included in the Company's consolidated statements of operations for the three and six months ended June 30, 2008, respectively.

        The tax years 2004 to 2007 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months.

19. Segment Information:

        The Company currently operates in one business segment, the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States.

35


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

20. Restatement:

        Subsequent to the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2007, management determined that the consolidated financial statements as of December 31, 2007 and December 31, 2006, and for each of the three years during the period ended December 31, 2007 required restatement to correctly account for the acquisition of Wilmorite and Wilmorite Holdings and the convertible preferred units ("CPU's") issued to prior owners in connection with the acquisition of the Wilmorite portfolio (see Note 14—Discontinued Operations). Form 10-K/A Amendment No. 1 was filed to restate these periods. Additionally, the interim periods from fiscal 2007 have been and will be prospectively corrected by the Company with each Quarterly Report on Form 10-Q filed in 2008. The Company improperly applied purchase accounting to 100% of the Wilmorite and Wilmorite Holdings acquisition and therefore minority interests in the Wilmorite portfolio were improperly recorded at fair value at the time of acquisition and presented outside of permanent equity as Class A participating and non-participating convertible preferred securities in the consolidated balance sheets with the periodic distributions reflected as preferred dividends as a reduction of net income available to common stockholders within the consolidated statements of operations. Upon further consideration, the Company determined that these interests represent a minority interest in MACWH, LP, which in turn holds the Wilmorite portfolio. Accordingly, the Company should only have applied purchase accounting to the extent of its proportionate interest in MACWH, LP. The Company has corrected the accounting for these interests by recording a reduction in these interests of $195,905 from fair value to predecessor basis in the consolidated balance sheets with the earnings and dividends paid attributable to these interests reported as minority interests in consolidated joint ventures in the consolidated statements of operations. The adjustment also includes a reduction in depreciation expense from the 100% stepped up property basis previously reported.

        In addition, because the participating CPU's were redeemable for the Rochester Properties (assets of MACWH, LP) at the option of the CPU holders, they are subject to EITF Topic D-98, "Classification and Measurement of Redeemable Securities" and accounted for as redeemable minority interest at the greater of their redemption value or amount that would result from applying Accounting Research Bulletin No. 51 "Consolidated Financial Statements" consolidation accounting. The Company recognized the redeemable minority interest at historical cost within purchase accounting and subsequently adjusted the carrying value of the redeemable minority interest or redemption value changes at the end of each reporting period as a reduction of net income available to common stockholders within the consolidated statements of operations.

        The restatement resulted in a decrease in net income available to common stockholders of $2,548 and $1,605 for the three and six months ended June 30, 2007, respectively.

36


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

20. Restatement: (Continued)

        The following is a summary of the impact of the restatement on the financial statements below:

 
  As Previously Reported   Restatement Adjustment   Reclassification Adjustments(1)   As Restated  

Consolidated Statements of Operations for the three months ended June 30, 2007

                         

Revenues:

                         
 

Minimum rents

  $ 125,901   $   $ (11,117 ) $ 114,784  
 

Percentage rents

    2,862         (24 )   2,838  
 

Tenant recoveries

    68,139         (7,489 )   60,650  
 

Management Companies

    9,599             9,599  
 

Other

    9,287         (2,834 )   6,453  
                   
   

Total revenues

    215,788         (21,464 )   194,324  
                   

Expenses:

                         
 

Shopping center and operating expenses

    68,774         (6,901 )   61,873  
 

Management Companies' operating expenses

    18,519             18,519  
 

REIT general and administrative expenses

    4,412             4,412  
 

Depreciation and amortization

    60,404     (1,113 )   (5,638 )   53,653  
                   

    152,109     (1,113 )   (12,539 )   138,457  
                   
 

Interest expense:

                         
   

Related parties

    3,213             3,213  
   

Other

    59,048         (3,535 )   55,513  
                   

    62,261         (3,535 )   58,726  
                   
   

Total expenses

    214,370     (1,113 )   (16,074 )   197,183  

Minority interest in consolidated joint ventures

    (27 )   (3,547 )   3,657     83  

Equity in income of unconsolidated joint ventures

    18,997             18,997  

Income tax benefit

    787             787  

Gain on sale of assets

    2,279             2,279  
                   

Income from continuing operations

    23,454     (2,434 )   (1,733 )   19,287  
                   

Discontinued operations:

                         
 

Loss on sale of assets

    (1,124 )           (1,124 )

Income from discontinued operations

    (362 )       1,733     1,371  
                   

Total income from discontinued operations

    (1,486 )       1,733     247  
                   

Income before minority interest and preferred dividends

    21,968     (2,434 )       19,534  

Less: minority interest in Operating Partnership

    2,398     (458 )       1,940  
                   

Net income

    19,570     (1,976 )       17,594  

Less: preferred dividends

    6,122     (3,547 )       2,575  

Less: adjustment of minority interest due to redemption value

        4,119         4,119  
                   

Net income available to common stockholders

  $ 13,448   $ (2,548 ) $   $ 10,900  
                   

Earnings per common share—basic:

                         
 

Income from continuing operations

  $ 0.21   $ 0.01   $ (0.02 ) $ 0.20  
 

Discontinued operations

  $ (0.02 ) $ (0.05 ) $ 0.02   $ (0.05 )
                   
 

Net income available to common stockholders

  $ 0.19   $ (0.04 ) $   $ 0.15  
                   

Earnings per common share—diluted:

                         
 

Income from continuing operations

  $ 0.21   $ 0.01   $ (0.02 ) $ 0.20  
 

Discontinued operations

  $ (0.02 ) $ (0.05 ) $ 0.02   $ (0.05 )
                   
 

Net income available to common stockholders

  $ 0.19   $ (0.04 ) $   $ 0.15  
                   

37


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

20. Restatement: (Continued)


 
  As Previously Reported   Restatement Adjustment   Reclassification Adjustments(1)   As Restated  

Consolidated Statements of Operations for the six months ended June 30, 2007

                         

Revenues:

                         
 

Minimum rents

  $ 249,883   $   $ (22,139 ) $ 227,744  
 

Percentage rents

    6,627         (125 )   6,502  
 

Tenant recoveries

    135,793         (14,278 )   121,515  
 

Management Companies

    18,353             18,353  
 

Other

    16,800         (3,792 )   13,008  
                   
   

Total revenues

    427,456         (40,334 )   387,122  
                   

Expenses:

                         
 

Shopping center and operating expenses

    137,395         (13,506 )   123,889  
 

Management Companies' operating expenses

    36,274             36,274  
 

REIT general and administrative expenses

    9,785             9,785  
 

Depreciation and amortization

    117,494     (2,227 )   (10,235 )   105,032  
                   

    300,948     (2,227 )   (23,741 )   274,980  
                   
 

Interest expense:

                         
   

Related parties

    5,862             5,862  
   

Other

    123,954         (7,070 )   116,884  
                   

    129,816         (7,070 )   122,746  
 

Loss on early extinguishment of debt

    877             877  
                   
   

Total expenses

    431,641     (2,227 )   (30,811 )   398,603  

Minority interest in consolidated joint ventures

    (1,516 )   (7,094 )   7,475     (1,135 )

Equity in income of unconsolidated joint ventures

    33,480             33,480  

Income tax benefit

    907             907  

Gain on sale of assets

    4,031             4,031  
                   

Income from continuing operations

    32,717     (4,867 )   (2,048 )   25,802  
                   

Discontinued operations:

                         
 

Loss on sale of assets

    (1,413 )           (1,413 )
 

Income from discontinued operations

    (181 )       2,048     1,867  
                   

Total income from discontinued operations

    (1,594 )       2,048     454  
                   

Income before minority interest and preferred dividends

    31,123     (4,867 )       26,256  

Less: minority interest in Operating Partnership

    2,865     (287 )       2,578  
                   

Net income

    28,258     (4,580 )       23,678  

Less: preferred dividends

    12,244     (7,094 )       5,150  

Less: adjustment of minority interest due to redemption value

        4,119         4,119  
                   

Net income available to common stockholders

  $ 16,014   $ (1,605 ) $   $ 14,409  
                   

Earnings per common share—basic:

                         
 

Income from continuing operations

  $ 0.24   $ 0.03   $ (0.02 ) $ 0.25  
 

Discontinued operations

  $ (0.02 ) $ (0.05 ) $ 0.02   $ (0.05 )
                   
 

Net income available to common stockholders

  $ 0.22   $ (0.02 ) $   $ 0.20  
                   

Earnings per common share—diluted:

                         
 

Income from continuing operations

  $ 0.24   $ 0.03   $ (0.02 ) $ 0.25  
 

Discontinued operations

  $ (0.02 ) $ (0.05 ) $ 0.02   $ (0.05 )
                   
 

Net income available to common stockholders

  $ 0.22   $ (0.02 ) $   $ 0.20  
                   

38


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

20. Restatement: (Continued)


 
  As Previously Reported   Restatement Adjustment   Reclassification Adjustments(1)   As Restated  

Consolidated Statements of Cash Flows for the six months ended June 30, 2007

                         

Net income available to common stockholders

    16,014     (1,605 )       14,409  

Preferred dividends

    12,244     (7,094 )       5,150  

Adjustment of minority interest due to redemption value

        4,119         4,119  

Net income

    28,258     (4,580 )       23,678  

Depreciation and amortization

    117,491     (2,227 )       115,264  

Minority interest in Operating Partnership

    2,865     (287 )       2,578  

Minority interest in consolidated joint ventures

    1,516     7,094         8,610  

(1)
Reclassification adjustments include the reclassification of the results of operations of the Rochester Properties to discontinued operations. In addition, loss on the early extinguishment of debt has been reclassified to be included in total expenses.

21. Subsequent Events:

        On July 11, 2008, the Company obtained a construction loan on The Oaks that allows for borrowings of up to $300,000. The initial draw under the loan was $220,422. The loan bears interest at LIBOR plus a spread of 1.75% to 2.10% depending on certain conditions. The loan matures on July 7, 2011, with two one-year extension options. The proceeds were used to pay down the Company's line of credit.

        On July 31, 2008, the Company's joint venture in Broadway Plaza replaced the $58,855 loan on the property with a new $150,000 loan, bearing interest at 6.11% and maturing on August 15, 2015. The lender is Northwestern Mutual life, an affiliate of the Company's partner in the joint venture. The Company's share of the incremental proceeds was used to pay down its line of credit.

        On July 31, 2008, the Company declared a dividend/distribution of $0.80 per share for common stockholders, OP Unit holders and Series A Preferred Stock holders of record on August 21, 2008. In addition, MACWH, LP declared a distribution of $1.05 for its non-participating convertible preferred unit holders and $0.80 per unit for its common unit holders of record on August 21, 2008. All dividends/distributions will be paid on September 8, 2008.

        In July 2008, Mervyn's filed for bankruptcy protection. The Company has 46 Mervyn's stores in its portfolio. The Company owns the ground leasehold and/or fee simple interest in 43 of those stores and the remaining three are owned by Mervyn's but are located at the Company's Centers. In the event Mervyn's elects, under the bankruptcy laws, to reject the lease of any Mervyn's store in the Company's portfolio, (i) the Company will lose rental revenues and tenant recoveries due under the applicable lease, and (ii) there will be a write off of the intangible asset and/or liability recorded as a result of applying SFAS No. 141, "Business Combinations," ("SFAS 141") to such lease. In connection with the acquisition of the Mervyn's portfolio (See Note 13—Acquisitions) and applying SFAS 141, the Company recorded intangible assets of $107,609 and intangible liabilities of $57,404.

39


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS

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

        Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. You are urged to carefully review the disclosures the Company makes concerning risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" in this Form 10-Q and in our Annual Report on Form 10-K/A for the year ended December 31, 2007, as well as our other reports filed with the Securities and Exchange Commission, which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

        Management's Discussion and Analysis of Financial Condition and Results of Operations has been updated to reflect the restatement of the consolidated statements of operations for the three and six months ended June 30, 2007 and the consolidated statement of cash flows for the six months ended June 30, 2007. For a more detailed description of the restatement, see Note 20—Restatement, in the Company's Notes to Consolidated Financial Statements.

Management's Overview and Summary

        The Company is involved in the acquisition, ownership, development, redevelopment, management, and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of June 30, 2008, the Operating Partnership owned or had an ownership interest in 72 regional shopping centers and 19 community shopping centers aggregating approximately 77 million square feet of gross

40



leasable area. These 91 regional and community shopping centers are referred to hereinafter as the "Centers," unless the context otherwise requires.

        The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC ("MPMC, LLC"), a single member Delaware limited liability company, Macerich Management Company ("MMC"), 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. These last two management companies are collectively referred to herein as the "Wilmorite Management Companies." The three Westcor management companies are collectively referred to herein as the "Westcor Management Companies." All seven of the management companies are collectively referred to herein as the "Management Companies."

        The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's Management Companies.

        The following discussion is based primarily on the consolidated financial statements of the Company for the three and six months ended June 30, 2008 and 2007. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

Acquisitions and Dispositions:

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

        On September 5, 2007, the Company purchased the remaining 50% outside ownership interest in Hilton Village, a 96,546 square foot specialty center in Scottsdale, Arizona. The total purchase price of $13.5 million was funded by cash, borrowings under the Company's line of credit and the assumption of an $8.6 million mortgage note payable. The Center was previously accounted for under the equity method as an investment in unconsolidated joint ventures.

        On December 17, 2007, the Company purchased a portfolio of ground leasehold and/or fee simple interests in 39 freestanding Mervyn's stores located in the Southwest United States. The purchase price of $400.2 million was funded by cash and borrowings under the Company's line of credit. At acquisition, management designated 27 of the freestanding stores located at shopping centers not owned or managed by the Company as available for sale.

        Hilton Village and the 12 Mervyn's freestanding stores that have not been designated as available for sale are referred herein as the "2007 Acquisition Properties."

        On January 1, 2008, a subsidiary of the Operating Partnership, at the election of the holders, redeemed the 3,426,609 Class A participating convertible preferred units ("PCPUs"). As a result of the redemption, the Company received the 16.32% minority interest in the portion of the Wilmorite portfolio that included Danbury Fair Mall, Freehold Raceway Mall, Great Northern Mall, Rotterdam Square, Shoppingtown Mall, Towne Mall, Tysons Corner Center and Wilton Mall, collectively, referred to as the "Non-Rochester Properties," for total consideration of $224.4 million, in exchange for the Company's ownership interest in the portion of the Wilmorite portfolio that consisted of Eastview Mall, Eastview Commons, Greece Ridge Center, Marketplace Mall and Pittsford Plaza, collectively referred to as the "Rochester Properties." Included in the redemption consideration was the assumption of the remaining 16.32% interest in the indebtedness of the Non-Rochester Properties, which had an estimated fair value of $106.0 million. The Company determined the fair value of the debt using a present value model based upon the terms of equivalent debt and upon credit spreads made available to the Company. The fair value of the debt consisted of $71.1 million of Level 2 inputs and

41



$34.9 million of Level 3 inputs in accordance with SFAS No. 157. In addition, the Company also received additional consideration of $11.8 million, in the form of a note, for certain working capital adjustments, extraordinary capital expenditures, leasing commissions, tenant allowances, and decreases in indebtedness during the Company's period of ownership of the Rochester Properties. The Company recognized a gain of $99.3 million on the exchange. This exchange is referred to herein as the "Rochester Redemption."

        On January 10, 2008, the Company, in a 50/50 joint venture, acquired The Shops at North Bridge, a 680,933 square foot urban shopping center in Chicago, Illinois, for a total purchase price of $515 million. The Company's share of the purchase price was funded by the assumption of a pro rata share of the $205 million fixed rate mortgage on the Center and by borrowings under the Company's line of credit.

        On January 31, 2008, the Company purchased a ground leasehold interest in a freestanding Mervyn's store located in Hayward, California. The purchase price of $13.2 million was funded by cash and borrowings under the Company's line of credit. At acquisition, management designated the property as available for sale.

        On February 29, 2008, the Company purchased a fee simple interest in a freestanding Mervyn's store located in Monrovia, California. The purchase price of $19.3 million was funded by cash and borrowings under the Company's line of credit. At acquisition, management designated the property as available for sale.

        On May 20, 2008, the Company purchased fee simple interests in a 161,350 square foot Boscov's department store at Deptford Mall in Deptford, New Jersey. The total purchase price of $23.5 million was funded by the assumption of the existing mortgage note on the property and by borrowings under the Company's line of credit. The results of operations have included this property since the date of acquisition and is referred to herein as the "2008 Acquisition Property."

        On June 11, 2008, the Company became a 50% owner in a joint venture that acquired One Scottsdale, which plans to develop a luxury retail and mixed-use property in Scottsdale, Arizona. The Company's share of the purchase price was $52.5 million, which was funded by borrowings under the Company's line of credit.

Redevelopment:

        The expansion of The Oaks, a 1.1 million square foot super regional mall in Thousand Oaks, California, continues on schedule toward a multi-phased opening beginning with a 138,000 square foot Nordstrom Department Store projected to open in September 2008. New additions to the center's interior retail lineup include the first-to-markets Bare Escentuals, Fruits and Passions, kate spade, Marciano and Teavana. Construction on the two-level, open-air retail, dining and entertainment venue, anchored by Muvico Entertainment, Devon Seafood Grill, Ruth's Chris Steakhouse and Lazy Dog Cafe and a complete interior renovation continues toward a phased opening beginning Fall 2008.

        On July 15, 2008, the Company announced plans for a new 122,000 square-foot Nordstrom that will debut as a new anchor for Santa Monica Place, a regional shopping center under redevelopment in Santa Monica, California. Nordstrom will replace the vacant anchor space acquired as a result of the Federated merger. Projected to re-open Fall 2009, construction on the project is well underway and the roof has been removed, setting the stage for the center's transformation into a sophisticated, urban, open-air environment.

        Vertical construction of an approximately 160,000 square foot luxury wing expansion at Scottsdale Fashion Square is underway and on schedule for a projected opening of Phase I of the project in Fall 2009. Anchored by a first-to-market 60,000 square foot Barneys New York, the expansion will introduce up to 100,000 square feet of luxury shops and restaurants on Scottsdale Road. New retailers inside the center include A/X Armani Exchange, Bare Escentuals, Bottega Veneta, Metropark, Puma and Socrati.

42


        On July 15, 2008, plans were announced to expand the existing Nordstrom footprint at Broadway Plaza, the Company's joint venture asset in Walnut Creek, California. Previously announced was the addition of luxury department store Neiman-Marcus. The entitlement process for the new anchor addition is anticipated to be completed in late 2008. Broadway Plaza is a 697,981 square foot open-air regional shopping center.

Inflation:

        In the last three years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically through the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index ("CPI"). In addition, about 6%-13% of the leases expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. Additionally, historically the majority of the leases required the tenants to pay their pro rata share of operating expenses. In January 2005, the Company began entering into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center. This change shifts the burden of cost control to the Company.

Seasonality:

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

Critical Accounting Policies

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

        Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, the allocation of purchase price between tangible and intangible assets, and estimates for environmental matters. The Company's significant accounting policies are described in more detail in Note 2 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2007. However, the following policies are deemed to be critical.

Revenue Recognition:

        Minimum rental revenues are recognized on a straight-line basis over the term of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight line rent adjustment." Currently, 53% of the mall and freestanding leases contain provisions for CPI rent increases periodically throughout the term of the lease. The Company believes that using an annual multiple of CPI increases, rather than fixed contractual rent increases, results in revenue recognition that more closely matches the cash revenue from each lease and will provide more consistent rent growth throughout the term of the leases. Percentage rents are recognized when the tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are

43



recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenants recoveries' revenues are recognized on a straight-line basis over the term of the related leases.

Property:

        The Company capitalizes costs incurred in redevelopment and development of properties in accordance with Statement of Financial Accounting Standards ("SFAS") No. 34, "Capitalization of Interest Cost" and SFAS No. 67 "Accounting for Costs and the Initial Rental Operations of Real Estate Properties." The costs of land and building under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, developments costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. Capitalized costs are allocated to the specific components of a project that are benefited. The Company considers a construction project as completed and held available for occupancy and ceases capitalization of costs when the areas under development have been substantially completed.

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

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

Buildings and improvements

  5 - 40 years

Tenant improvements

  5 - 7 years

Equipment and furnishings

  5 - 7 years

Accounting for Acquisitions:

        The Company accounts for all acquisitions in accordance with SFAS No. 141, "Business Combinations." The Company first determines the value of the land and buildings utilizing an "as if vacant" methodology. The Company then assigns a fair value to any debt assumed at acquisition. The balance of the purchase price is allocated to tenant improvements and identifiable intangible assets or liabilities. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair market value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under real estate investments and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with "cost avoidance" of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the "assumed vacant" property to the occupancy level when purchased; and (iii) above or below market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal of the acquired leases. Above or below market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases.

44


        When the Company acquires a real estate property, the Company allocates the purchase price to the components of these acquisitions using relative fair values computed using its estimates and assumptions. These estimates and assumptions impact the amount of costs allocated between various components as well as the amount of costs assigned to individual properties in multiple property acquisitions. These allocations also impact depreciation expense and gains or losses recorded on future sales of properties.

Asset Impairment:

        The Company assesses whether there has been impairment in the value of its long-lived assets by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenant's ability to perform their duties and pay rent under the terms of the leases. The Company may recognize impairment losses if the discounted cash flows are not sufficient to cover its investment. Such a loss would be determined as the difference between the carrying value and the fair value of a Center.

Deferred Charges:

        Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. Costs relating to financing of 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 remaining lease years. The ranges of the terms of the agreements are as follows:

Deferred lease costs

  1 - 15 years

Deferred financing costs

  1 - 15 years

In-place lease values

  Remaining lease term plus an estimate for renewal

Leasing commissions and legal costs

  5 - 10 years

Recent Accounting Pronouncements not yet Adopted

        In December 2007, the FASB issued SFAS No. 141 (revised), "Business Combinations." SFAS No. 141(R) requires all assets and assumed liabilities, including contingent liabilities, in a business combination to be recorded at their acquisition-date fair value rather than at historical costs. The Company is required to adopt SFAS No. 141 (R) on January 1, 2009. The Company is currently evaluating the impact of adoption on the Company's results of operations and financial condition.

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment to ARB No. 51". SFAS No. 160 clarifies the accounting for a noncontrolling interest or minority interest in a subsidiary included in consolidated financial statements. The Company is required to adopt SFAS No. 160 on January 1, 2009 and is currently evaluating the impact of adoption on the Company's results of operations and financial condition.

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133." SFAS No. 161 requires additional disclosures on derivative instruments and hedging activities and their effect on the reporting entity's financial statements. The Company is required to adopt SFAS No. 161 on January 1, 2009 and does not expect the adoption to have a material impact on the Company's results of operations or financial condition.

45


        In May 2008, the FASB issued FSP APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." FSP APB 14-1 requires that convertible debt instruments that may be settled in cash be separated into liability and equity components in a manner that will reflect the reporting entity's nonconvertible debt borrowing rate. The Company is required to adopt FSP APB 14-1 on January 1, 2009 and is currently evaluating the impact of adoption on the Company's results of operations or financial condition.

Results of Operations

        Many of the variations in the results of operations, discussed below, occurred due to the transactions described above, including the 2008 Acquisition Property, the 2007 Acquisition Properties and the Redevelopment Centers. For the comparison of the three and six months ended June 30, 2008 to the three and six months ended June 30, 2007, the "Same Centers" include all consolidated Centers, excluding the 2008 Acquisition Property, the 2007 Acquisition Properties and the Redevelopment Centers. The Redevelopment Centers include The Oaks, Santa Monica Place, Westside Pavilion, The Marketplace at Flagstaff, SanTan Village Regional Center and Promenade at Casa Grande.

Comparison of the Three Months Ended June 30, 2008 and 2007

Revenues:

        Minimum and percentage rents (collectively referred to as "rental revenue") increased by $8.9 million, or 7.6%, from 2007 to 2008. The increase in rental revenue is attributed to an increase of $3.3 million from the Redevelopment Centers, $2.7 million from the Same Centers, $2.7 million from the 2007 Acquisition Properties and $0.2 million from the 2008 Acquisition Property.

        Rental revenue includes the amortization of above and below market leases, the amortization of straight-line rents and lease termination income. The amortization of above and below market leases increased from $2.4 million in 2007 to $2.6 million in 2008. The amortization of straight-lined rents decreased from $2.3 million in 2007 to $2.0 million in 2008. Lease termination income decreased from $2.9 million in 2007 to $1.8 million in 2008.

        Tenant recoveries increased $5.0 million, or 8.2%, from 2007 to 2008. The increase in tenant recoveries is attributed to an increase of $3.1 million from the Same Centers, $1.3 million from the Redevelopment Centers and $0.6 million from the 2007 Acquisition Properties.

        Management Companies' revenues increased by $0.8 million from 2007 to 2008, primarily due to increased management fees and development fees received from the joint venture Centers and third party managed properties.

Shopping Center and Operating Expenses:

        Shopping center and operating expenses increased $5.4 million, or 8.7%, from 2007 to 2008. Approximately $2.1 million of the increase in shopping center and operating expenses is from the Same Centers, $2.1 million is from the Redevelopment Centers, $0.9 million is from the 2007 Acquisition Properties and $0.1 million is from the 2008 Acquisition Property.

Management Companies' Operating Expenses:

        Management Companies' operating expenses increased from $18.5 million in 2007 to $20.5 million in 2008, in part as a result of the additional costs of managing the joint venture Centers and third party managed properties and higher compensation expense due to increased staffing and higher professional fees.

46


REIT General and Administrative Expenses:

        REIT general and administrative expenses decreased by $0.3 million from 2007 to 2008. The decrease is primarily due to a decrease in share and unit-based compensation expense in 2008.

Depreciation and Amortization:

        Depreciation and amortization increased $3.2 million from 2007 to 2008. The increase in depreciation and amortization is primarily attributed to an increase of $3.9 million from the Same Centers, $0.8 million from the 2007 Acquisition Properties and $0.1 million from the 2008 Acquisition Property, offset in part by a decrease of $0.8 million from the Redevelopment Centers.

Interest Expense:

        Interest expense increased $9.8 million from 2007 to 2008. The increase in interest expense was primarily attributed to an increase of $7.5 million from increased borrowings under the Company's line of credit, $1.6 million from the Redevelopment Centers and $1.2 million from the Same Centers. The increase in interest expense was offset in part by a decrease of $0.1 million from term loans.

        The increase in interest expense on the Company's line of credit was due to an increase in average outstanding borrowings during 2008, in part, because of the purchase of the 2007 Acquisition Properties, The Shops at North Bridge and the 2008 Acquisition Property, which is offset in part by lower LIBOR rates and spreads.

        The above interest expense items are net of capitalized interest, which decreased from $8.9 million in 2007 to $8.6 million in 2008.

Equity in Income of Unconsolidated Joint Ventures:

        The equity in income of unconsolidated joint ventures increased $5.9 million from 2007 to 2008. The increase in equity in income of unconsolidated joint ventures is due in part to an increase of $1.2 million of gain on sale of assets at various joint venture properties in 2008, an increase of $0.8 million related to the acquisition of The Shops at North Bridge in 2008, an increase of $6.6 million from commission income earned in 2008.

Discontinued Operations:

        Income from discontinued operations increased $5.1 million from 2007 to 2008. The increase is primarily due to $5.5 million from the freestanding Mervyn's stores held for sale in 2008, offset in part by $1.7 million relating to the Rochester Redemption. See "Management's Overview and Summary—Acquisitions and Dispositions." As a result of the designation of the Mervyn's properties as held for sale and the Rochester Redemption, the Company classified the results of operations for these properties to discontinued operations for both periods presented.

Minority Interest in the Operating Partnership:

        The minority interest in the Operating Partnership represents the 14.5% weighted average interest of the Operating Partnership not owned by the Company during 2008 compared to the 15.7% not owned by the Company during 2007. The decrease in minority interest is primarily attributed to the conversion of 2,022,860 preferred shares into common shares in 2008 (See Note 17—Cumulative Convertible Redeemable Preferred Stock of the Company's Consolidated Financial Statements) and the repurchase of 807,000 shares in 2007 (See Note 12—Stock Repurchase Program of the Company's Consolidated Financial Statements).

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Funds From Operations:

        Primarily as a result of the factors mentioned above, funds from operations ("FFO")—diluted increased 2.5% from $100.7 million in 2007 to $103.2 million in 2008. For the reconciliation of FFO and FFO—diluted to net income available to common stockholders, see "Funds from Operations" below.

Comparison of the Six Months Ended June 30, 2008 and 2007

Revenues:

        Rental revenue increased by $20.8 million, or 8.9%, from 2007 to 2008. The increase in rental revenue is attributed to an increase of $7.9 million from the Same Centers, $6.7 million from the Redevelopment Centers, $6.1 million from the 2007 Acquisition Properties and $0.2 million from the 2008 Acquisition Property.

        Rental revenue includes the amortization of above and below market leases, the amortization of straight-line rents and lease termination income. The amortization of above and below market leases increased from $5.7 million in 2007 to $6.1 million in 2008. The amortization of straight-lined rents decreased from $3.6 million in 2007 to $3.5 million in 2008. Lease termination income decreased from $5.1 million in 2007 to $3.9 million in 2008.

        Tenant recoveries increased $10.5 million, or 8.7%, from 2007 to 2008. The increase in tenant recoveries is attributed to an increase of $6.6 million from the Same Centers, $2.5 million from the Redevelopment Centers and $1.4 million from the 2007 Acquisition Properties.

        Management Companies' revenues increased by $1.7 million from 2007 to 2008, primarily due to increased management fees received from the joint venture Centers, additional third party management contracts and increased development fees from joint ventures.

Shopping Center and Operating Expenses:

        Shopping center and operating expenses increased $12.3 million, or 9.9%, from 2007 to 2008. Approximately $6.8 million of the increase in shopping center and operating expenses is from the Same Centers, $3.7 million is from the Redevelopment Centers, $1.8 million is from the 2007 Acquisition Properties and $0.1 million is from the 2008 Acquisition Property.

Management Companies' Operating Expenses:

        Management Companies' operating expenses increased from $36.3 million in 2007 to $38.9 million in 2008, in part as a result of the additional costs of managing the joint venture Centers and third party managed properties, and higher compensation expense due to increased staffing and higher professional fees.

REIT General and Administrative Expenses:

        REIT general and administrative expenses decreased by $1.2 million from 2007 to 2008. The decrease is primarily due to a decrease in share and unit-based compensation expense in 2008.

Depreciation and Amortization:

        Depreciation and amortization increased $12.5 million from 2007 to 2008. The increase in depreciation and amortization is primarily attributed to an increase of $8.9 million from the Same Centers, $3.0 million from the Redevelopment Centers, $2.7 million from the 2007 Acquisition Properties and $0.1 million from the 2008 Acquisition Property.

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Interest Expense:

        Interest expense increased $16.6 million from 2007 to 2008. The increase in interest expense was primarily attributed to an increase of $10.3 million from increased borrowings under the Company's line of credit, $6.4 million from the convertible senior notes issued on March 16, 2007, and $3.4 million from the Same Centers. The increase in interest expense was offset in part by a decrease of $3.5 million from term loans and $0.1 million from the Redevelopment Centers.

        The increase in interest expense on the Company's line of credit was due to an increase in average outstanding borrowings during 2008, in part, because of the purchase of The Shops at North Bridge, the 2007 Acquisition Properties and the 2008 Acquisition Property, which is offset in part by lower LIBOR rates and spreads. The decrease in interest on term loans was due to the repayment of the $250 million loan in 2007.

        The above interest expense items are net of capitalized interest, which increased from $14.3 million in 2007 to $15.6 million in 2008 due to an increase in redevelopment activity in 2008.

Loss on Early Extinguishment of Debt:

        The Company recorded a $0.9 million loss from the early extinguishment of the $250 million term loan in 2007.

Equity in Income of Unconsolidated Joint Ventures:

        The equity in income of unconsolidated joint ventures increased $13.8 million from 2007 to 2008. The increase in equity in income of unconsolidated joint ventures is due in part to a $2.0 million loss on the sale of assets at the SDG Macerich Properties, L.P. in 2007, an increase of $1.9 million related to the acquisition of The Shops at North Bridge in 2008 and an increase of $6.6 million from commission income earned in 2008.

Discontinued Operations:

        Income from discontinued operations increased $109.7 million from 2007 to 2008. The increase is primarily due to the $99.3 million gain from the Rochester Redemption in 2008 and $10.7 million from the Mervyn's stores held for sale in 2008. See "Management's Overview and Summary—Acquisitions and Dispositions." As a result of the designation of the Mervyn's properties as held for sale and the Rochester Redemption, the Company classified the results of operations for these properties to discontinued operations for both periods presented.

Minority Interest in the Operating Partnership:

        The minority interest in the Operating Partnership represents the 14.7% weighted average interest of the Operating Partnership not owned by the Company during 2008 compared to the 15.2% not owned by the Company during 2007. The decrease in minority interest is primarily attributed to the conversion of 2,022,860 preferred shares into common shares in 2008 (See Note 17—Cumulative Convertible Redeemable Preferred Stock of the Company's Consolidated Financial Statements) and the repurchase of 807,000 shares in 2007 (See Note 12—Stock Repurchase Program of the Company's Consolidated Financial Statements).

Funds From Operations:

        Primarily as a result of the factors mentioned above, FFO—diluted increased 12.5% from $177.1 million in 2007 to $199.2 million in 2008. For the reconciliation of FFO and FFO—diluted to net income available to common stockholders, see "Funds from Operations" below.

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Operating Activities:

        Cash flows provided by operations increased from $102.0 million in 2007 to $107.2 million in 2008. The decrease was primarily due to changes in assets and liabilities in 2007 compared to 2008 and due to the results at the Centers as discussed above.

Investing Activities:

        Cash used in investing activities increased from $181.8 million in 2007 to $453.2 million in 2008. The increase in cash used in investing activities was primarily due to a $126.0 million increase in contributions to unconsolidated joint ventures, a $103.2 million increase in capital expenditures, $18.9 million of cash transferred relating to the Rochester Redemption and a decrease of $16.4 million in distributions from unconsolidated joint ventures. The increase in contributions to unconsolidated joint ventures was attributed to the Company's pro rata share of the purchase of The Shops at North Bridge (See "Management's Overview and Summary—Acquisitions and Dispositions.")

Financing Activities:

        Cash flow provided by financing activities increased to $314.5 million, compared to cash used in financing activities of $140.6 million in 2007. The increase in cash provided by financing activities was primarily due to a decrease of $919.6 million in repayments of mortgages and bank notes payable in 2008, the $75.0 million repurchase of common shares in 2007 and the $59.9 million purchase of Capped Calls in 2007, offset in part by a decrease of $588.3 million in proceeds from mortgage and bank notes payable in 2008. The decrease in proceeds and repayments of mortgage and bank payable in 2008 is due to the issuance of the $950.0 million convertible senior notes in 2007.

Liquidity and Capital Resources

        The Company intends to meet its short term liquidity requirements through cash generated from operations, working capital reserves, property secured borrowings, unsecured corporate borrowings and borrowings under the revolving line of credit. The Company anticipates that revenues will continue to provide necessary funds for its operating expenses and debt service requirements and to pay dividends to stockholders in accordance with REIT requirements. The Company anticipates that cash generated from operations, together with cash on hand, will be adequate to fund capital expenditures which will not be reimbursed by tenants, other than non-recurring capital expenditures.

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        The following tables summarize capital expenditures incurred at the Centers:

 
  For the Six
Months Ended
June 30,
 
(Dollars in thousands)
  2008   2007  

Consolidated Centers:

             

Acquisitions of property and equipment

  $ 69,094   $ 3,331  

Development, redevelopment and expansion of Centers

    266,288     240,741  

Renovations of Centers

    4,739     14,607  

Tenant allowances

    6,445     8,909  

Deferred leasing charges

    12,256     13,327  
           

  $ 358,822   $ 280,915  
           

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

             

Acquisitions of property and equipment

  $ 265,834   $ 1,885  

Development, redevelopment and expansion of Centers

    16,372     7,612  

Renovations of Centers

    6,017     5,171  

Tenant allowances

    3,653     4,606  

Deferred leasing charges

    1,741     2,079  
           

  $ 293,617   $ 21,353  
           

        Management expects similar levels to be incurred in future years for tenant allowances and deferred leasing charges and to incur between $400 million to $600 million in 2008 for development, redevelopment, expansion and renovations. Capital for major expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from equity or debt financings which include borrowings under the Company's line of credit and construction loans. However, many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions.

        The Company's total outstanding loan indebtedness at June 30, 2008 was $7.9 billion (including $1.9 billion of its pro rata share of joint venture debt). This equated to a debt to Total Market Capitalization (defined as total debt of the Company, including its pro rata share of joint venture debt, plus aggregate market value of outstanding shares of common stock, assuming full conversion of OP Units, MACWH, LP units and preferred stock into common stock) ratio of approximately 58.8% at June 30, 2008. The majority of the Company's debt consists of fixed-rate conventional mortgages payable collateralized by individual properties.

        The Company filed a shelf registration statement, effective June 6, 2002, to sell securities. The shelf registration is for a total of $1.0 billion of common stock, common stock warrants or common stock rights. The Company sold a total of 15.2 million shares of common stock under this shelf registration on November 27, 2002. The aggregate offering price of this transaction was approximately $440.2 million, leaving approximately $559.8 million available under the shelf registration statement. In addition, the Company filed another shelf registration statement, effective October 27, 2003, to sell up to $300 million of preferred stock. On January 12, 2006, the Company filed a shelf registration statement registering an unspecified amount of common stock that it may offer in the future.

        On March 16, 2007, the Company issued $950 million in convertible senior notes ("Senior Notes") that mature on March 15, 2012. The Senior Notes bear interest at 3.25%, payable semiannually, are senior to unsecured debt of the Company and are guaranteed by the Operating Partnership. Prior to December 14, 2011, upon the occurrence of certain specified events, the Senior Notes will be convertible at the option of holder into cash, shares of the Company's common stock or a combination

51



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 $1,000 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. 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.

        In connection with the issuance of the Senior Notes, the Company purchased two capped calls ("Capped Calls") from affiliates of the initial purchasers of the Senior Notes. The Capped Calls effectively increase the conversion price of the Senior Notes to approximately $130.06, which represented a 40% premium to the March 12, 2007 closing price of $92.90 per common share of the Company.

        The Company has a $1.5 billion revolving line of credit that matures on April 25, 2010 with a one-year extension option. The interest rate fluctuates between LIBOR plus 0.75% to LIBOR plus 1.10% depending on the Company's overall leverage. In September 2006, the Company entered into an interest rate swap agreement that effectively fixed the interest rate on $400.0 million of the outstanding balance of the line of credit at 6.23% until April 25, 2011. On March 16, 2007, the Company repaid $541.5 million of borrowings outstanding from the proceeds of the Senior Notes (See Note 10—Bank and Other Notes Payable of the Company's Consolidated Financial Statements). As of June 30, 2008 and December 31, 2007, borrowings outstanding were $1,228.0 million and $1,015.0 million, respectively, at an effective interest rate, net of the $400.0 million swapped portion, of 3.75% and 6.19%, respectively.

        On April 25, 2005, the Company obtained a five-year, $450.0 million term loan bearing interest at LIBOR plus 1.50%. In November 2005, the Company entered into an interest rate swap agreement that effectively fixed the interest rate of the $450.0 million term loan at 6.30% from December 1, 2005 to April 15, 2010. At June 30, 2008 and December 31, 2007, the entire loan was outstanding with an interest rate of 6.50%.

        At June 30, 2008, the Company was in compliance with all applicable loan covenants.

        At June 30, 2008, the Company had cash and cash equivalents available of $53.8 million.

Off-Balance Sheet Arrangements:

        The Company has an ownership interest in a number of joint ventures as detailed in Note 4 to the Company's Consolidated Financial Statements included herein. The Company accounts for those investments in which it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the Consolidated Balance Sheets of the Company as "Investments in unconsolidated joint ventures." A pro rata share of the mortgage debt on these properties is shown in "Item 3. Quantitative and Qualitative Disclosure About Market Risk."

        In addition, certain joint ventures also have debt that could become recourse debt to the Company or its subsidiaries, in excess of the Company's pro rata share, should the joint ventures be unable to discharge the obligations of the related debt.

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        The following reflects the maximum amount of debt principal that could recourse to the Company at June 30, 2008 (in thousands):

Property
  Recourse
Debt
  Maturity
Date
 

Boulevard Shops

  $ 4,280     12/17/2010  

Chandler Village Center

    4,375     1/15/2011  

The Market at Estrella Falls

    6,711     6/01/2011  
             

  $ 15,366        
             

        Additionally, as of June 30, 2008, the Company is contingently liable for $6.6 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in any liability to the Company.

        The following is a schedule of long-term contractual obligations as of June 30, 2008 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):

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

Long-term debt obligations (includes expected interest payments)

  $ 6,285,355   $ 543,671   $ 2,911,702   $ 1,961,082   $ 868,900  

Operating lease obligations(1)

    662,682     14,771     29,624     29,250     589,037  

Purchase obligations(1)

    111,838     111,838              

Other long-term liabilities(2)

    379,691     379,691              
                       

  $ 7,439,566   $ 1,049,971   $ 2,941,326   $ 1,990,332   $ 1,457,937  
                       

(1)
See Note 15—Commitments and Contingencies of the Company's Consolidated Financial Statements.

(2)
Amount includes $2,227 of unrecognized tax benefit associated with FIN 48.

Funds From Operations

        The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) computed in accordance with GAAP, excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. FFO and FFO on a fully diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. FFO on a fully diluted basis is one of the measures investors find most useful in measuring the dilutive impact of outstanding convertible securities. FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP and is not indicative of cash available to fund all cash flow needs. FFO, as presented, may not be comparable to

53



similarly titled measures reported by other real estate investment trusts. The reconciliation of FFO and FFO-diluted to net income available to common stockholders is provided below.

        The following reconciles net income available to common stockholders to FFO and FFO-diluted (dollars in thousands):

 
  For the Three
Months Ended
June 30,
  For the Six
Months Ended
June 30,
 
 
  2008   2007   2008   2007  

Net income—available to common stockholders

  $ 18,794   $ 10,900   $ 114,422   $ 14,409  

Adjustments to reconcile net income to FFO—basic:

                         
 

Minority interest in the Operating Partnership

    3,058     1,940     19,656     2,578  
 

Adjustment of minority interest due to redemption value

        4,119         4,119  
 

Gain on sale of consolidated assets

    (376 )   (1,183 )   (100,313 )   (2,646 )
   

Add: minority interest share of gain on sale of consolidated joint ventures

    248     (488 )   589     348  

Gain (loss) on sale of undepreciated consolidated assets

    241     (542 )   574     339  

(Gain) loss on sale of unconsolidated assets(1)

    (1,604 )   (362 )   (2,923 )   2,020  
 

Add: minority interest share of gain on sale of of unconsolidated assets(1)

    487         487      

Gain on undepreciated unconsolidated assets(1)

    1,116     350     2,436     350  

Depreciation and amortization on consolidated assets

    57,772     59,291     118,901     115,267  
 

Less: depreciation and amortization allocable to minority interests on consolidated joint ventures

    (788 )   (1,332 )   (1,361 )   (2,326 )

Depreciation and amortization on unconsolidated assets(1)

    25,755     20,696     48,034     45,084  

Depreciation on personal property and amortization of loan costs and interest rate caps

    (2,358 )   (3,980 )   (4,600 )   (7,640 )
                   

FFO—basic

    102,345     89,409     195,902     171,902  

Additional adjustments to arrive at FFO—diluted:

                         
 

Impact of convertible preferred stock

    835     2,575     3,289     5,150  
 

Impact of convertible debt

        8,712          
                   

FFO—diluted

  $ 103,180   $ 100,696   $ 199,191   $ 177,052  
                   

Weighted average number of FFO shares outstanding for:

                         

FFO—basic(2)

    86,319     84,254     85,607     84,487  

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

                         
 

Convertible preferred stock

    1,852     3,627     2,460     3,627  
 

Share and unit-based compensation plans

    462     298     398     305  
 

Convertible debt

        8,522          
                   

FFO—diluted(3)

    88,633     96,701     88,465     88,419  
                   

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

(2)
Calculated based upon basic net income as adjusted to reach basic FFO. As of June 30, 2008 and 2007, 12.5 million and 12.6 million OP Units were outstanding, respectively.

(3)
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the Senior Notes using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO computation. In addition, the computation of FFO—diluted includes the impact of the conversion of 0.6 million, 0.7 million and 1.3 million shares of Series A Preferred Stock into common shares on October 18, 2007, May 6, 2008 and May 8, 2008, respectively. The preferred stock can be converted on a one-for-one basis for common stock. The then outstanding preferred shares are assumed converted for purposes of FFO-diluted as they are dilutive to that calculation. The MACWH, LP preferred units were antidilutive to the calculations at June 30, 2008 and 2007 and were not included in the above calculations. The Senior Notes were dilutive for the three months ended June 30, 2007 and antidilutive for the three months ended June 30, 2008 and the six months ended June 30, 2008 and 2007, respectively.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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

        The following table sets forth information as of June 30, 2008 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV") (dollars in thousands):

 
  For the years ended June 30,    
   
   
 
 
  2008   2009   2010   2011   2012   Thereafter   Total   FV  

CONSOLIDATED CENTERS:

                                                 

Long term debt:

                                                 
 

Fixed rate(1)

  $ 368,346   $ 1,000,419   $ 522,581   $ 434,701   $ 1,315,405   $ 822,527   $ 4,463,979   $ 4,356,921  
 

Average interest rate

    6.83 %   6.13 %   5.96 %   5.87 %   4.41 %   5.64 %   5.57 %      
 

Floating rate

    145,000     142,549     1,103,643     121,118             1,512,310     1,512,310  
 

Average interest rate

    3.56 %   3.75 %   4.05 %   5.22 %               4.07 %      
                                   

Total debt—Consolidated Centers

  $ 513,346   $ 1,142,968   $ 1,626,224   $ 555,819   $ 1,315,405   $ 822,527   $ 5,976,289   $ 5,869,231  
                                   

JOINT VENTURE CENTERS:

                                                 

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

                                                 
 

Fixed rate

  $ 160,091   $ 304,439   $ 64,954   $ 195,640   $ 37,441   $ 957,155   $ 1,719,720   $ 1,716,153  
 

Average interest rate

    5.84 %   5.69 %   6.51 %   6.91 %   5.42 %   5.57 %   5.81 %      
 

Floating rate

    100,832         90,349             3,240     194,421     194,421  
 

Average interest rate

    3.49 %         3.36 %               8.02 %   3.51 %      
                                   

Total debt—Joint Venture Centers

&n