10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

Commission File No. 1-12504

THE MACERICH COMPANY

(Exact name of registrant as specified in its charter)

MARYLAND (State or other jurisdiction of incorporation or organization)	95-4448705 (I.R.S. Employer Identification Number)
401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401 (Address of principal executive office, including zip code)

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

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

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

Securities registered pursuant to Section 12(g) of the Act: None

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

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

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

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

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

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

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

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.3 billion as of the last business day of the registrant's most recently completed second fiscal quarter based upon the price at which the common shares were last sold on that day.

Number of shares outstanding of the registrant's common stock, as of February 20, 2015: 158,160,241shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual stockholders meeting to be held in 2015 are incorporated by reference into Part III of this Form 10-K.

THE MACERICH COMPANY

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2014

INDEX

		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	25
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	Selected Financial Data	34
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	60
Part III
Item 10.	Directors and Executive Officers and Corporate Governance	60
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
Item 14.	Principal Accountant Fees and Services	60
Part IV
Item 15.	Exhibits and Financial Statement Schedule	61
Signatures		115

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PART I

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS

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

• expectations regarding the Company's growth;

• the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance of its retailers;

• the Company's acquisition, disposition and other strategies;

• regulatory matters pertaining to compliance with governmental regulations;

• the Company's capital expenditure plans and expectations for obtaining capital for expenditures;

• the Company's expectations regarding income tax benefits;

• the Company's expectations regarding its financial condition or results of operations; and

• the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.

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

ITEM 1.    BUSINESS

General

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2014, the Operating Partnership owned or had an ownership interest in 52 regional shopping centers and eight community/power shopping centers. These 60 regional and community/power shopping centers (which include any related office space) consist of approximately 55 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2. Properties,” unless the context otherwise requires.

The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."

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

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

Recent Developments

Acquisitions and Dispositions:

On January 15, 2014, the Company sold Rotterdam Square, a 585,000 square foot regional shopping center in Schenectady, New York, for $8.5 million, resulting in a loss on the sale of assets of $0.4 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On February 14, 2014, the Company sold Somersville Towne Center, a 348,000 square foot regional shopping center in Antioch, California, for $12.3 million, resulting in a loss on the sale of assets of $0.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 17, 2014, the Company sold Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida, for $13.3 million, resulting in a loss on the sale of assets of $0.9 million. The sales price was funded by a cash payment of $3.7 million and the issuance of two notes receivable totaling $9.6 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15.2 million. The Company purchased Cascade Mall from its joint venture partner in Pacific Premier Retail LP. The cash payment was funded by borrowings under the Company's line of credit.

On July 7, 2014, the Company sold a former Mervyn's store in El Paso, Texas for $3.6 million, resulting in a loss on the sale of assets of $0.2 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106.8 million for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold a former Mervyn's store in Thousand Oaks, California for $3.5 million, resulting in a loss on the sale of assets of $0.1 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17.1 million, resulting in a gain on the sale of assets of $9.0 million. The sales price was funded by a cash payment of $15.4 million and the assumption of the Company's share of the mortgage note payable on the property of $1.7 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2014, the Company sold a leasehold interest in a former Mervyn's store in Laredo, Texas for $1.2 million, resulting in a gain on the sale of assets of $0.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 10, 2014, the Company sold a former Mervyn's store in Marysville, California for $1.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company sold South Towne Center, a 1,278,000 square foot regional shopping center in Sandy, Utah, for $205.0 million, resulting in a gain on the sale of assets of $121.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company acquired the remaining 40% ownership interest in Fashion Outlets of Chicago, a 529,000 square foot outlet center in Rosemont, Illinois, that it did not previously own for $70.0 million. The purchase price was funded by a cash payment of $55.9 million and the settlement of $14.1 million in notes receivable. The cash payment was funded by borrowings under the Company's line of credit.

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On November 13, 2014, the Company formed a joint venture to develop a 500,000 square foot outlet center at Candlestick Point in San Francisco, California. In connection with the formation of the joint venture, the Company issued a note receivable for $65.1 million to its joint venture partner that bears interest at LIBOR plus 2.0% and matures upon the completion of certain milestones in connection with the development of Candlestick Point. The note receivable was funded by borrowings under the Company's line of credit.

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of approximately $1.8 billion was funded by the direct issuance of approximately $1.2 billion of common stock of the Company and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672.1 million. As a result of the acquisition, the Company recognized a gain on remeasurement of assets of $1.4 billion.

On November 20, 2014, the Company purchased a 45% interest in 443 North Wabash Avenue, a 65,000 square foot undeveloped site adjacent to the Company's joint venture in The Shops at North Bridge in Chicago, Illinois, for a cash payment of $18.9 million. The cash payment was funded by borrowings under the Company's line of credit.

On December 29, 2014, the Company sold its 67.5% ownership interest in its consolidated joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, for $92.9 million, resulting in a gain on the sale of assets of $24.6 million. The sales price was funded by a cash payment of $61.2 million and the assumption of the Company's share of the mortgage note payable on the property of $31.7 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, a 933,000 square foot regional shopping center in San Bernardino, California, that it did not previously own for $51.3 million. The purchase price was funded by a cash payment of $26.3 million and the assumption of the third party's share of the mortgage note payable on the property of $25.0 million. Concurrent with the purchase of the joint venture interest, the Company paid off the $50.0 million loan on the property. The cash payment was funded by borrowings under the Company's line of credit.

Financing Activity:

On August 28, 2014, the Company replaced the existing loan on Mall of Victor Valley with a new $115.0 million loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024.

On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See “Acquisitions and Dispositions” in Recent Developments), the Company assumed the loans on the following Centers: Lakewood Center with a fair value of $254.9 million that bears interest at an effective rate of 1.80% and matures on June 1, 2015, Los Cerritos Center with a fair value of $207.5 million that bears interest at an effective rate of 1.65% and matures on July 1, 2018, Queens Center with a fair value of $600.0 million that bears interest at an effective rate of 3.49% and matures on January 1, 2025, Stonewood Center with a fair value of $111.9 million that bears interest at an effective rate of 1.80% and matures on November 1, 2017, and Washington Square with a fair value of $240.3 million that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

On December 22, 2014, the Company prepaid a total of $254.2 million of mortgage debt on Fresno Fashion Fair and Vintage Faire Mall with a weighted average interest rate of 6.4%. The Company incurred a charge of $9.0 million in connection with the early extinguishment of debt. 

On February 3, 2015, the Company’s joint venture in The Market at Estrella Falls replaced the existing loan on the property with a new $26.5 million loan that bears interest at LIBOR plus 1.70% and matures on February 5, 2020, including the exercise of a one-year extension option.

On February 19, 2015, the Company placed a $280.0 million loan on Vintage Faire Mall that bears interest at a rate of 3.49% and matures on March 6, 2026.

The Company has a commitment to amend the mortgage loan on Fashion Outlets of Chicago. The existing loan on the property allows for borrowings of up to $140.0 million and bears interest at LIBOR plus 2.50%. The amended $200.0 million, five-year loan will bear interest at LIBOR plus 1.50%. The Company expects to close the loan modification in March 2015.

5

Redevelopment and Development Activity:

The Company's joint venture in Tysons Corner Center, a 2,141,000 square foot regional shopping center in Tysons Corner, Virginia, is currently expanding the property to include a 527,000 square foot office tower, a 430 unit residential tower and a 300 room Hyatt Regency hotel. The joint venture started the expansion project in October 2011. The office tower commenced occupancy in July 2014 and the joint venture expects the balance of the project to be completed in early 2015. The total cost of the project is estimated to be $524.0 million, with $262.0 million estimated to be the Company's pro rata share. The Company has funded $235.0 million of the total $470.0 million incurred by the joint venture as of December 31, 2014.

In November 2013, the Company started construction on the 175,000 square foot expansion of Fashion Outlets of Niagara Falls USA, a 686,000 square foot outlet center in Niagara Falls, New York. The Company completed the project in October 11-1-14. As of December 31, 2014, the Company had incurred $84.3 million of development costs.

In February 2014, the Company's joint venture in Broadway Plaza started construction on the 235,000 square foot expansion of the 774,000 square foot regional shopping center in Walnut Creek, California. The joint venture expects to complete the project in phases with the first phase anticipated to be completed in Fall 9/1/15. The total cost of the project is estimated to be $270.0 million, with $135.0 million estimated to be the Company's pro rata share. The Company has funded $45.0 million of the total $90.1 million incurred by the joint venture as of December 31, 2014.

Other Transactions and Events:

On January 1, 2015, the mortgage note payable on Great Northern Mall, an 895,000 square foot regional shopping center in Clay, New York, went into maturity default. The mortgage note payable is a non-recourse loan. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver. Consequently, Great Northern Mall has been excluded from certain 2014 performance metrics and related discussions in this "Item 1. Business", including major tenants, average base rents, cost of occupancy, lease expirations and anchors (See "Major Tenants", "Mall Stores and Freestanding Stores", "Cost of Occupancy", "Lease Expirations", and "Anchors" below). In addition, Great Northern Mall has been excluded from the Company's list of properties and related computations of GLA, occupancy and sales per square foot (See "Item 2. Properties").

The Shopping Center Industry

General:

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

Regional Shopping Centers:

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

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

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

Business of the Company

Strategy:

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

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

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

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

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

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

Redevelopment.    One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activity" in Recent Developments).

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

The Centers:

As of December 31, 2014, the Centers primarily included 51 Regional Shopping Centers, excluding Great Northern Mall, and eight Community/Power Shopping Centers totaling approximately 54 million square feet of GLA. These 59 Centers average approximately 921,000 square feet of GLA and range in size from 2.7 million square feet of GLA at Tysons Corner Center to 185,000 square feet of GLA at Boulevard Shops. As of December 31, 2014, excluding Great Northern Mall, the Centers primarily included 194 Anchors totaling approximately 27.6 million square feet of GLA and approximately 6,000 Mall Stores and Freestanding Stores totaling approximately 24.9 million square feet of GLA.

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Competition:

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

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

Major Tenants:

The Centers, excluding Great Northern Mall, derived approximately 74% of their total rents for the year ended December 31, 2014 from Mall Stores and Freestanding Stores under 10,000 square feet, and Big Box and Anchor tenants accounted for 26% of total rents for the year ended December 31, 2014. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.

The following retailers (including their subsidiaries) represent the 10 largest rent payers in the Centers, excluding Great Northern Mall, based upon total rents in place as of December 31, 2014:

Tenant	Primary DBAs	Number of Locations in the Portfolio	% of Total Rents
L Brands, Inc.	Victoria's Secret, Bath and Body Works, PINK	96	2.8	%
Forever 21, Inc.	Forever 21, XXI Forever, Love21	37	2.5	%
Gap, Inc., The	Athleta, Banana Republic, Gap, Gap Kids, Old Navy and others	64	2.5	%
Foot Locker, Inc.	Champs Sports, Foot Locker, Kids Foot Locker, Lady Foot Locker, Foot Action, House of Hoops and others	98	2.1	%
Abercrombie & Fitch Co.	Abercrombie & Fitch, Hollister and others	47	1.3	%
Dick's Sporting Goods, Inc.	Dick's Sporting Goods	11	1.3	%
Sears Holdings Corporation	Sears	27	1.3	%
Golden Gate Capital	Payless ShoeSource, Eddie Bauer, J. Jill, California Pizza Kitchen	75	1.2	%
American Eagle Outfitters, Inc.	American Eagle Outfitters, aerie	37	1.2	%
Express, Inc.	Express, Express / Express Men	30	1.1	%

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Mall Stores and Freestanding Stores:

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

Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2014, excluding Great Northern Mall, comprises approximately 67% of all Mall Store and Freestanding Store space. The Company uses tenant spaces of 10,000 square feet and under for comparing rental rate activity because this space is more consistent in terms of shape and configuration and, as such, the Company is able to provide a meaningful comparison of rental rate activity for this space. Mall Store and Freestanding Store space greater than 10,000 square feet is inconsistent in size and configuration throughout the Company's portfolio and as a result does not lend itself to a meaningful comparison of rental rate activity with the Company's other space. Most of the non-Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall. As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.

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

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

For the Years Ended December 31,	Avg. Base Rent Per Sq. Ft.(1)(2)		Avg. Base Rent Per Sq. Ft. on Leases Executed During the Year(2)(3)		Avg. Base Rent Per Sq. Ft. on Leases Expiring During the Year(2)(4)
Consolidated Centers:
2014	$	49.68	$	49.55	$	41.20
2013	$	44.51	$	45.06	$	40.00
2012	$	40.98	$	44.01	$	38.00
2011	$	38.80	$	38.35	$	35.84
2010	$	37.93	$	34.99	$	37.02
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
2014	$	63.78	$	82.47	$	64.59
2013	$	62.47	$	63.44	$	48.43
2012	$	55.64	$	55.72	$	48.74
2011	$	53.72	$	50.00	$	38.98
2010	$	46.16	$	48.90	$	38.39

9

Big Box and Anchors:

For the Years Ended December 31,	Avg. Base Rent Per Sq. Ft.(1)(2)		Avg. Base Rent Per Sq. Ft. on Leases Executed During the Year(2)(3)		Number of Leases Executed During the Year	Avg. Base Rent Per Sq. Ft. on Leases Expiring During the Year(2)(4)		Number of Leases Expiring During the Year
Consolidated Centers:
2014	$	11.26	$	18.28	22	$	15.16	14
2013	$	10.94	$	14.61	29	$	14.08	21
2012	$	9.34	$	15.54	21	$	8.85	22
2011	$	8.42	$	10.87	21	$	6.71	14
2010	$	8.64	$	13.79	31	$	10.64	10
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
2014	$	18.51	$	33.62	11	$	27.27	6
2013	$	13.36	$	37.45	22	$	24.58	10
2012	$	12.52	$	23.25	21	$	8.88	10
2011	$	12.50	$	21.43	15	$	14.19	7
2010	$	11.90	$	24.94	20	$	15.63	26

_____________________

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

(2) Centers under development and redevelopment are excluded from average base rents. As a result, the leases for Broadway Plaza, Fashion Outlets of Niagara Falls USA, The Gallery, Paradise Valley Mall, SouthPark Mall and Westside Pavilion were excluded for the year ended December 31, 2014. The leases for Paradise Valley Mall were excluded for the year ended December 31, 2013. The leases for The Shops at Atlas Park and Southridge Center were excluded for the years ended December 31, 2012 and 2011. The leases for Santa Monica Place were excluded for the year ended December 31, 2010.

In addition, the leases for Rotterdam Square, which was sold on January 15, 2014, were excluded for the year ended December 31, 2013. Furthermore, the leases for Great Northern Mall, which is in maturity default, were excluded for the year ended December 31, 2014 and the leases for Valley View Center, which was sold by a court-appointed receiver in 2012, were excluded for the years ended December 31, 2011 and 2010.

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

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

10

Cost of Occupancy:

A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant expenses included in this calculation are minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses, real estate taxes and repair and maintenance expenditures. These tenant charges are collectively referred to as tenant occupancy costs. These tenant occupancy costs are compared to tenant sales. A low cost of occupancy percentage shows more capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage. The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the last five years:

	For the Years Ended December 31,
	2014(1)		2013 (2)		2012		2011		2010
Consolidated Centers:
Minimum rents	8.7	%	8.4	%	8.1	%	8.2	%	8.6	%
Percentage rents	0.4	%	0.4	%	0.4	%	0.5	%	0.4	%
Expense recoveries(3)	4.3	%	4.5	%	4.2	%	4.1	%	4.4	%
	13.4	%	13.3	%	12.7	%	12.8	%	13.4	%
Unconsolidated Joint Venture Centers:
Minimum rents	8.7	%	8.8	%	8.9	%	9.1	%	9.1	%
Percentage rents	0.4	%	0.4	%	0.4	%	0.4	%	0.4	%
Expense recoveries(3)	4.5	%	4.0	%	3.9	%	3.9	%	4.0	%
	13.6	%	13.2	%	13.2	%	13.4	%	13.5	%

_____________________________

(1) Great Northern Mall is excluded for the year ended December 31, 2014.

(2) Rotterdam Square was sold on January 15, 2014 and is excluded for the year ended December 31, 2013.

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

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Lease Expirations:

The following tables show scheduled lease expirations for Centers owned as of December 31, 2014, excluding Great Northern Mall, for the next ten years, assuming that none of the tenants exercise renewal options:

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

Year Ending December 31,	Number of Leases Expiring	Approximate GLA of Leases Expiring(1)	% of Total Leased GLA Represented by Expiring Leases(1)		Ending Base Rent per Square Foot of Expiring Leases(1)		% of Base Rent Represented by Expiring Leases(1)
Consolidated Centers:
2015	463	926,892	11.17	%	$	50.66	10.97	%
2016	468	1,008,966	12.16	%	$	47.16	11.11	%
2017	437	1,041,176	12.55	%	$	50.27	12.22	%
2018	408	960,640	11.58	%	$	49.90	11.19	%
2019	368	860,968	10.38	%	$	49.71	10.00	%
2020	253	583,567	7.03	%	$	55.48	7.56	%
2021	235	583,437	7.03	%	$	50.96	6.94	%
2022	195	443,752	5.35	%	$	51.95	5.38	%
2023	225	565,672	6.82	%	$	53.78	7.10	%
2024	247	727,009	8.76	%	$	58.65	9.96	%
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
2015	93	100,944	9.90	%	$	61.62	9.33	%
2016	102	110,526	10.84	%	$	61.36	10.17	%
2017	78	82,221	8.06	%	$	63.31	7.81	%
2018	98	108,787	10.67	%	$	68.37	11.16	%
2019	91	107,701	10.56	%	$	71.84	11.61	%
2020	70	90,098	8.84	%	$	71.40	9.65	%
2021	81	105,989	10.39	%	$	61.97	9.85	%
2022	62	74,423	7.30	%	$	62.83	7.01	%
2023	50	80,597	7.90	%	$	57.43	6.94	%
2024	45	54,913	5.38	%	$	70.48	5.81	%

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Big Boxes and Anchors:

Year Ending December 31,	Number of Leases Expiring	Approximate GLA of Leases Expiring(1)	% of Total Leased GLA Represented by Expiring Leases(1)		Ending Base Rent per Square Foot of Expiring Leases(1)		% of Base Rent Represented by Expiring Leases(1)
Consolidated Centers:
2015	18	868,477	5.60	%	$	6.51	3.05	%
2016	27	1,535,029	9.90	%	$	6.69	5.54	%
2017	45	1,821,730	11.75	%	$	9.05	8.89	%
2018	26	672,316	4.33	%	$	10.74	3.89	%
2019	29	1,149,429	7.41	%	$	11.27	6.98	%
2020	28	1,098,511	7.08	%	$	9.70	5.75	%
2021	21	737,923	4.76	%	$	15.52	6.18	%
2022	25	930,735	6.00	%	$	17.82	8.94	%
2023	28	1,218,983	7.86	%	$	14.17	9.32	%
2024	29	1,072,648	6.92	%	$	17.82	10.31	%
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
2015	5	34,373	1.86	%	$	41.63	3.83	%
2016	10	180,672	9.78	%	$	14.14	6.83	%
2017	5	69,962	3.79	%	$	25.41	4.75	%
2018	10	230,320	12.47	%	$	7.72	4.76	%
2019	9	129,973	7.04	%	$	25.88	8.99	%
2020	13	472,998	25.62	%	$	16.39	20.73	%
2021	6	49,511	2.68	%	$	34.06	4.51	%
2022	3	30,762	1.67	%	$	36.91	3.04	%
2023	4	34,279	1.86	%	$	53.56	4.91	%
2024	9	86,415	4.68	%	$	45.09	10.42	%

_______________________________________________________________________________

(1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year. Currently, 71% of leases have provisions for future consumer price index increases that are not reflected in ending base rent. The leases for Centers currently under development and redevelopment are excluded from this table.

Anchors:

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

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

Anchors accounted for approximately 8.5% of the Company's total rents for the year ended December 31, 2014, excluding Great Northern Mall.

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The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio, excluding Great Northern Mall, at December 31, 2014.

Name	Number of Anchor Stores	GLA Owned by Anchor	GLA Leased by Anchor	Total GLA Occupied by Anchor
Macy's Inc.
Macy's	42	4,956,000	2,376,000	7,332,000
Bloomingdale's	2	—	355,000	355,000
	44	4,956,000	2,731,000	7,687,000
Sears(1)	28	2,541,000	1,529,000	4,070,000
JCPenney	28	1,744,000	2,182,000	3,926,000
Dillard's	15	2,276,000	257,000	2,533,000
Nordstrom	13	739,000	1,477,000	2,216,000
Target	7	640,000	273,000	913,000
Forever 21	7	155,000	574,000	729,000
The Bon-Ton Stores, Inc.
Younkers	3	—	317,000	317,000
Herberger's	1	188,000	—	188,000
Bon-Ton, The	1	—	71,000	71,000
	5	188,000	388,000	576,000
Kohl's	5	89,000	356,000	445,000
Hudson Bay Company
Lord & Taylor	3	121,000	199,000	320,000
Saks Fifth Avenue	1	—	92,000	92,000
	4	121,000	291,000	412,000
Home Depot	3	—	395,000	395,000
Walmart	2	165,000	173,000	338,000
Costco	2	—	321,000	321,000
Burlington Coat Factory	3	187,000	127,000	314,000
Dick's Sporting Goods(2)	3	—	257,000	257,000
Neiman Marcus	2	—	188,000	188,000
Von Maur	2	187,000	—	187,000
La Curacao	1	—	165,000	165,000
Boscov's	1	—	161,000	161,000
Belk	2	—	139,000	139,000
BJ's Wholesale Club	1	—	123,000	123,000
Lowe's	1	—	114,000	114,000
Century 21(3)	1		98,000	98,000
Mercado de los Cielos	1	—	78,000	78,000
L.L. Bean	1	—	76,000	76,000
Best Buy	1	66,000	—	66,000
Des Moines Area Community College	1	64,000	—	64,000
Barneys New York	1	—	60,000	60,000
Sports Authority	1	—	52,000	52,000
Bealls	1	—	40,000	40,000
Vacant Anchors(4)	4	—	649,000	649,000
	191	14,118,000	13,274,000	27,392,000
Anchors at Centers not owned by the Company(5):
Forever 21	2	—	154,000	154,000
Kohl's	1	—	83,000	83,000
Total	194	14,118,000	13,511,000	27,629,000

_______________________________

14

(1) Sears closed its store at Cascade Mall in January 2015.

(2) Dick's Sporting Goods plans to open a new store at Scottsdale Fashion Square, SouthPark Mall and Los Cerritos Center in late 2015.

(3) Century 21 plans to open a 70,000 square foot two-level department store at Green Acres Mall in Fall 2015.

(4) The Company is seeking replacement tenants and/or contemplating redevelopment opportunities for these vacant sites. The Company continues to collect rent under the terms of an agreement regarding one of these four vacant Anchor locations.

(5) The Company owns a portfolio of nine stores located at shopping centers not owned by the Company. Of these nine stores, two have been leased to Forever 21, one has been leased to Kohl's and six have been leased for non-Anchor usage.

Environmental Matters

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

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

• Asbestos.  The Company has conducted asbestos-containing materials ("ACM") surveys at various locations within the Centers. The surveys indicate that ACMs are present or suspected in certain areas, primarily vinyl floor tiles, mastics, roofing materials, drywall tape and joint compounds. The identified ACMs are generally non-friable, in good condition, and possess low probabilities for disturbance. At certain Centers where ACMs are present or suspected, however, some ACMs have been or may be classified as "friable," and ultimately may require removal under certain conditions. The Company has developed and implemented an operations and maintenance ("O&M") plan to manage ACMs in place.

• Underground Storage Tanks.  Underground storage tanks ("USTs") are or were present at certain Centers, often in connection with tenant operations at gasoline stations or automotive tire, battery and accessory service centers located at such Centers. USTs also may be or have been present at properties neighboring certain Centers. Some of these tanks have either leaked or are suspected to have leaked. Where leakage has occurred, investigation, remediation, and monitoring costs may be incurred by the Company if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

• Chlorinated Hydrocarbons.  The presence of chlorinated hydrocarbons such as perchloroethylene ("PCE") and its degradation byproducts have been detected at certain Centers, often in connection with tenant dry cleaning operations. Where PCE has been detected, the Company may incur investigation, remediation and monitoring costs if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

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

Insurance

Each of the Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. The Company does not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while the Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $100,000 per occurrence minimum and a combined annual aggregate loss limit of $150 million on these Centers. The Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $50,000 per occurrence minimum and a combined annual aggregate loss limit of $200 million on these Centers. While the Company or the relevant joint venture also carries standalone terrorism insurance on the Centers, the policies are subject to a $50,000 deductible and a combined annual aggregate loss limit of $1 billion. Each Center has environmental insurance covering eligible third‑party losses, remediation and non-owned disposal sites, subject to a $100,000 deductible and a $50 million three-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, the Company carries title insurance on substantially all of the Centers for generally less than their full value.

15

Qualification as a Real Estate Investment Trust

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

Employees

As of December 31, 2014, the Company had approximately 1,117 employees, of which approximately 976 were full-time. The Company believes that relations with its employees are good.

Seasonality

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

Available Information; Website Disclosure; Corporate Governance Documents

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

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

Guidelines on Corporate Governance

Code of Business Conduct and Ethics

Code of Ethics for CEO and Senior Financial Officers

Audit Committee Charter

Compensation Committee Charter

Executive Committee Charter

Nominating and Corporate Governance Committee Charter

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

Attention: Corporate Secretary

The Macerich Company

401 Wilshire Blvd., Suite 700

Santa Monica, CA 90401

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ITEM 1A.    RISK FACTORS

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

RISKS RELATED TO OUR BUSINESS AND PROPERTIES

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

Real property investments are subject to varying degrees of risk that may affect the ability of our Centers to generate sufficient revenues to meet operating and other expenses, including debt service, lease payments, capital expenditures and tenant improvements, and to make distributions to us and our stockholders. A number of factors may decrease the income generated by the Centers, including:

• the national economic climate;

• the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors);

• local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants);

• decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales);

• negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center;

• acts of violence, including terrorist activities; and

• increased costs of maintenance, insurance and operations (including real estate taxes).

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

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

A significant percentage of our Centers are located in California and Arizona. Nine Centers in the aggregate are located in New York, New Jersey and Connecticut. To the extent that weak economic or real estate conditions or other factors affect California, Arizona, New York, New Jersey or Connecticut (or their respective regions) more severely than other areas of the country, our financial performance could be negatively impacted.

We are in a competitive business.

Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with us for the acquisition of properties and in attracting tenants or Anchors to occupy space. There are seven other publicly traded mall companies, a number of publicly traded shopping center companies and several large private mall companies in the United States, any of which under certain circumstances could compete against us for an Anchor or a tenant. In addition, these companies as well as other REITs, private real estate companies or investors compete with us in terms of property acquisitions. This results in competition both for the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect our ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on our ability to lease space and on the level of rents that can be achieved. There is also increasing competition from

17

other retail formats and technologies, such as lifestyle centers, power centers, outlet centers, Internet shopping, home shopping networks, catalogs, telemarketing and discount shopping clubs that could adversely affect our revenues.

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

There are no assurances that our leases will be renewed or that vacant space in our Centers will be re-let at net effective rental rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below‑market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

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

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

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

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

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

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

• our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties;

• the disposal of non-core assets within an expected time frame; and

• our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.

18

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

Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms.

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

Possible environmental liabilities could adversely affect us.

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

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

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

Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornados, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disasters can delay redevelopment or development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected.

Uninsured losses could adversely affect our financial condition.

Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. We do not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while we or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $100,000 per occurrence minimum and a combined annual aggregate loss limit of $150 million on these Centers. We or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $50,000 per occurrence minimum and a combined annual

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aggregate loss limit of $200 million on these Centers. While we or the relevant joint venture also carries standalone terrorism insurance on the Centers, the policies are subject to a $50,000 deductible and a combined annual aggregate loss limit of $1 billion. Each Center has environmental insurance covering eligible third‑party losses, remediation and non-owned disposal sites, subject to a $100,000 deductible and a $50 million three-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.

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

We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

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

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

• Difficulty in replacing or renewing expiring leases with new leases at higher rents;

• Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents; and

• An inability to receive reimbursement from our tenants for their share of certain operating expenses, including common area maintenance, real estate taxes and insurance.

Inflation also poses a risk to us due to the possibility of future increases in interest rates. Such increases would adversely impact us due to our outstanding floating-rate debt as well as result in higher interest rates on new fixed-rate debt. In certain cases, we may limit our exposure to interest rate fluctuations related to a portion of our floating-rate debt by the use of interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow us to replace floating-rate debt with fixed-rate debt in order to achieve our desired ratio of floating-rate to fixed-rate debt. However, in an increasing interest rate environment the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new debt will also continue to increase.

We have substantial debt that could affect our future operations.

Our total outstanding loan indebtedness at December 31, 2014 was $7.1 billion (consisting of $6.3 billion of consolidated debt, less $0.2 billion attributable to noncontrolling interests, plus $1.0 billion of our pro rata share of unconsolidated joint venture debt). Approximately $406.8 million of such indebtedness (at our pro rata share) matures in 2015.

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As a result of this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities. We are also subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service and that rising interest rates could adversely affect our debt service costs. In addition, our use of interest rate hedging arrangements may expose us to additional risks, including that the counterparty to the arrangement may fail to honor its obligations and that termination of these arrangements typically involves costs such as transaction fees or breakage costs. Furthermore, most of our Centers are mortgaged to secure payment of indebtedness, and if income from the Center is insufficient to pay that indebtedness, the Center could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. Certain Centers also have debt that could become recourse debt to us if the Center is unable to discharge such debt obligation and, in certain circumstances, we may incur liability with respect to such debt greater than our legal ownership.

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

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

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

We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on the willingness of banks, lenders and other institutions to lend to us based on their underwriting criteria which can fluctuate with market conditions and on conditions in the capital markets in general. In addition, levels of market disruption and volatility could materially adversely impact our ability to access the capital markets for equity financings. There are no assurances that we will continue to be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing will be available to us on acceptable terms, or at all. Any debt refinancing could also impose more restrictive terms.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

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

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

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

We own partial interests in property partnerships that own 16 Joint Venture Centers as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.

We have fiduciary responsibilities to our joint venture partners that could affect decisions concerning the Joint Venture Centers. Third parties in certain Joint Venture Centers (notwithstanding our majority legal ownership) share control of major decisions relating to the Joint Venture Centers, including decisions with respect to sales, refinancings and the timing and amount of additional capital contributions, as well as decisions that could have an adverse impact on us.

In addition, we may lose our management and other rights relating to the Joint Venture Centers if:

• we fail to contribute our share of additional capital needed by the property partnerships; or

• we default under a partnership agreement for a property partnership or other agreements relating to the property partnerships or the Joint Venture Centers.    

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Our legal ownership interest in a joint venture vehicle may, at times, not equal our economic interest in the entity because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from our legal ownership interest) in certain of the Joint Venture Centers could fluctuate from time to time and may not wholly align with our legal ownership interests. Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

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

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

An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock.

The Ownership Limit. In order for us to maintain our qualification as a REIT, not more than 50% in value of our outstanding stock (after taking into account certain options to acquire stock) may be owned, directly or indirectly or through the application of certain attribution rules, by five or fewer individuals (as defined in the Internal Revenue Code to include some entities that would not ordinarily be considered “individuals”) at any time during the last half of a taxable year. To assist us in maintaining our qualification as a REIT, among other purposes, our Charter restricts ownership of more than 5% (the “Ownership Limit”) of the lesser of the number or value of our outstanding shares of stock by any single stockholder or a group of stockholders (with limited exceptions). In addition to enhancing preservation of our status as a REIT, the Ownership Limit may:

• have the effect of delaying, deferring or preventing a change in control of us or other transaction without the approval of our board of directors, even if the change in control or other transaction is in the best interests of our stockholders; and

• limit the opportunity for our stockholders to receive a premium for their common stock or preferred stock that they might otherwise receive if an investor were attempting to acquire a block of stock in excess of the Ownership Limit or otherwise effect a change in control of us.

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

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

• advance notice requirements for stockholder nominations of directors and stockholder proposals to be considered at stockholder meetings;

• the obligation of the directors to consider a variety of factors with respect to a proposed business combination or other change of control transaction;

• the authority of the directors to classify or reclassify unissued shares and issue one or more series of common stock or preferred stock;

• the authority to create and issue rights entitling the holders thereof to purchase shares of stock or other securities from us; and

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• limitations on the amendment of our Charter and bylaws, the change in control of us, and the liability of our directors and officers.

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

The Maryland General Corporation Law also provides that the acquirer of certain levels of voting power in electing directors of a Maryland corporation (one-tenth or more but less than one-third, one-third or more but less than a majority and a majority or more) is not entitled to vote the shares in excess of the applicable threshold, unless voting rights for the shares are approved by holders of two-thirds of the disinterested shares or unless the acquisition of the shares has been specifically or generally approved or exempted from the statute by a provision in our Charter or bylaws adopted before the acquisition of the shares. Our Charter exempts from these provisions voting rights of shares owned or acquired by the principals and their respective affiliates and related persons. Our bylaws also contain a provision exempting from this statute any acquisition by any person of shares of our common stock. There can be no assurance that this bylaw will not be amended or eliminated in the future. The Maryland General Corporation Law and our Charter also contain supermajority voting requirements with respect to our ability to amend certain provisions of our Charter, merge, or sell all or substantially all of our assets. Furthermore, the Maryland General Corporation Law permits our board of directors, without stockholder approval and regardless of what is currently provided in our Charter or bylaws, to adopt certain Charter and bylaw provisions, such as a classified board, that may have the effect of delaying or preventing a third party from making an acquisition proposal for us.

FEDERAL INCOME TAX RISKS

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

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

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

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

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

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

• we will not be allowed a deduction for distributions to stockholders in computing our taxable income; and

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• we will be subject to U.S. federal income tax on our taxable income at regular corporate rates.

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

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

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

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue.

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

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

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

Tax legislative or regulatory action could adversely affect us or our investors.

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

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.    PROPERTIES

The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2014, excluding Great Northern Mall.

Count	Company's Ownership(1)	Name of Center/Location(2)	Year of Original Construction/ Acquisition	Year of Most Recent Expansion/ Renovation	Total GLA(3)	Mall and Freestanding GLA	Percentage of Mall and Freestanding GLA Leased		Non-Owned Anchors (3)	Company-Owned Anchors (3)	Sales PSF (4)
	CONSOLIDATED CENTERS:
1	100%	Arrowhead Towne Center	1993/2002	2004	1,198,000	390,000	94.9	%	Dillard's, JCPenney, Macy's, Sears	Dick's Sporting Goods, Forever 21	$673
		Glendale, Arizona
2	100%	Capitola Mall(5)	1977/1995	1988	577,000	188,000	89.9	%	Macy's, Sears, Target	Kohl's	$334
		Capitola, California
3	100%	Cascade Mall	1989/1999	1998	589,000	264,000	91.4	%	Target	JCPenney, Macy's, Macy's Men's, Children's & Home, Sears(6)	$317
		Burlington, Washington
4	50.1%	Chandler Fashion Center	2001/2002	-	1,320,000	634,000	93.6	%	Dillard's, Macy's, Nordstrom, Sears	—	$606
		Chandler, Arizona
5	100%	Danbury Fair Mall	1986/2005	2010	1,271,000	583,000	97.6	%	JCPenney, Macy's, Sears	Forever 21, Lord & Taylor	$643
		Danbury, Connecticut
6	100%	Deptford Mall	1975/2006	1990	1,040,000	343,000	98.5	%	JCPenney, Macy's, Sears	Boscov's	$526
		Deptford, New Jersey
7	100%	Desert Sky Mall	1981/2002	2007	892,000	281,000	92.8	%	Burlington Coat Factory, Dillard's, Sears	La Curacao, Mercado de los Cielos	$302
		Phoenix, Arizona
8	100%	Eastland Mall(5)	1978/1998	1996	1,044,000	554,000	94.8	%	Dillard's, Macy's	JCPenney	$371
		Evansville, Indiana
9	100%	Fashion Outlets of Chicago	2013/—	-	529,000	529,000	94.4	%	—	—	$651
		Rosemont, Illinois
10	100%	Flagstaff Mall	1979/2002	2007	347,000	143,000	71.8	%	Dillard's, Sears	JCPenney	$340
		Flagstaff, Arizona
11	100%	FlatIron Crossing	2000/2002	2009	1,434,000	790,000	93.9	%	Dillard's, Macy's, Nordstrom	Dick's Sporting Goods	$532
		Broomfield, Colorado
12	50.1%	Freehold Raceway Mall	1990/2005	2007	1,668,000	870,000	98.6	%	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears	—	$590
		Freehold, New Jersey
13	100%	Fresno Fashion Fair	1970/1996	2006	963,000	402,000	98.4	%	Macy's Women's & Home	Forever 21, JCPenney, Macy's Men's & Children's	$601
		Fresno, California
14	100%	Green Acres Mall(5)(7)	1956/2013	2007	1,790,000	746,000	93.0	%	—	BJ's Wholesale Club, JCPenney, Kohl's, Macy's, Macy's Men's/Furniture Gallery, Sears, Walmart	$577
		Valley Stream, New York
15	100%	Kings Plaza Shopping Center(5)	1971/2012	2002	1,191,000	463,000	91.9	%	Macy's	Lowe's, Sears	$673
		Brooklyn, New York
16	100%	La Cumbre Plaza(5)	1967/2004	1989	491,000	174,000	85.6	%	Macy's	Sears	$417
		Santa Barbara, California
17	100%	Lakewood Center	1953/1975	2008	2,066,000	1,000,000	97.3	%	—	Costco, Forever 21, Home Depot, JCPenney, Macy's, Target	$431
		Lakewood, California
18	100%	Los Cerritos Center(8)	1971/1999	2010	1,113,000	437,000	98.5	%	Macy's, Nordstrom, Sears	Forever 21	$720
		Cerritos, California
19	100%	Northgate Mall	1964/1986	2010	753,000	282,000	96.0	%	—	Kohl's, Macy's, Sears	$392
		San Rafael, California

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Count	Company's Ownership(1)	Name of Center/Location(2)	Year of Original Construction/ Acquisition	Year of Most Recent Expansion/ Renovation	Total GLA(3)	Mall and Freestanding GLA	Percentage of Mall and Freestanding GLA Leased		Non-Owned Anchors (3)	Company-Owned Anchors (3)	Sales PSF (4)
20	100%	NorthPark Mall	1973/1998	2001	1,050,000	400,000	90.6	%	Dillard's, JCPenney, Sears, Von Maur	Younkers	$307
		Davenport, Iowa
21	100%	Oaks, The	1978/2002	2009	1,137,000	579,000	97.9	%	JCPenney, Macy's, Macy's Men's & Home	Nordstrom	$512
		Thousand Oaks, California
22	100%	Pacific View	1965/1996	2001	1,021,000	372,000	95.0	%	JCPenney, Sears, Target	Macy's	$405
		Ventura, California
23	100%	Queens Center(5)	1973/1995	2004	967,000	411,000	99.1	%	JCPenney, Macy's	—	$1,088
		Queens, New York
24	100%	Santa Monica Place	1980/1999	2010	466,000	242,000	92.7	%	—	Bloomingdale's, Nordstrom	$754
		Santa Monica, California
25	84.9%	SanTan Village Regional Center	2007/—	2009	1,028,000	691,000	99.1	%	Dillard's, Macy's	—	$497
		Gilbert, Arizona
26	100%	South Plains Mall	1972/1998	1995	1,127,000	468,000	95.2	%	Sears	Bealls, Dillard's (two), JCPenney	$455
		Lubbock, Texas
27	100%	Stonewood Center(5)	1953/1997	1991	932,000	358,000	99.5	%	—	JCPenney, Kohl's, Macy's, Sears	$544
		Downey, California
28	100%	Superstition Springs Center(9)	1990/2002	2002	1,082,000	388,000	92.8	%	Dillard's, JCPenney, Macy's, Sears	—	$350
		Mesa, Arizona
29	100%	Towne Mall	1985/2005	1989	350,000	179,000	89.8	%	—	Belk, JCPenney, Sears	$323
		Elizabethtown, Kentucky
30	100%	Tucson La Encantada	2002/2002	2005	242,000	242,000	94.5	%	—	—	$733
		Tucson, Arizona
31	100%	Twenty Ninth Street(5)	1963/1979	2007	847,000	555,000	97.8	%	Macy's	Home Depot	$605
		Boulder, Colorado
32	100%	Valley Mall	1978/1998	1992	507,000	234,000	92.6	%	Target	Belk, JCPenney	$271
		Harrisonburg, Virginia
33	100%	Valley River Center(9)	1969/2006	2007	920,000	344,000	98.3	%	Macy's	JCPenney, Sports Authority	$461
		Eugene, Oregon
34	100%	Victor Valley, Mall of	1986/2004	2012	576,000	303,000	98.6	%	Macy's	JCPenney, Sears	$492
		Victorville, California
35	100%	Vintage Faire Mall	1977/1996	2008	1,129,000	428,000	96.6	%	Forever 21, Macy's Women's & Children's, Sears	JCPenney, Macy's Men's & Home	$633
		Modesto, California
36	100%	Washington Square	1974/1999	2005	1,441,000	506,000	94.8	%	Macy's, Sears	Dick's Sporting Goods, JCPenney, Nordstrom	$1,012
		Portland, Oregon
37	100%	Wilton Mall	1990/2005	1998	736,000	501,000	94.0	%	JCPenney	Bon-Ton, Sears	$276
		Saratoga Springs, New York
		Total Consolidated Centers			35,834,000	16,274,000	95.3	%			$556
	UNCONSOLIDATED JOINT VENTURE CENTERS:
38	50%	Biltmore Fashion Park	1963/2003	2006	516,000	211,000	97.9	%	—	Macy's, Saks Fifth Avenue	$865
		Phoenix, Arizona
39	50.1%	Corte Madera, Village at	1985/1998	2005	460,000	224,000	96.3	%	Macy's, Nordstrom	—	$957
		Corte Madera, California
40	50%	Inland Center(5)(9)	1966/2004	2004	933,000	205,000	98.6	%	Macy's, Sears	Forever 21	$409
		San Bernardino, California
41	50%	Kierland Commons	1999/2005	2003	434,000	434,000	97.4	%	—	—	$671
		Scottsdale, Arizona

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Count	Company's Ownership(1)	Name of Center/Location(2)	Year of Original Construction/ Acquisition	Year of Most Recent Expansion/ Renovation	Total GLA(3)	Mall and Freestanding GLA	Percentage of Mall and Freestanding GLA Leased		Non-Owned Anchors (3)	Company-Owned Anchors (3)	Sales PSF (4)
42	50%	North Bridge, The Shops at(5)	1998/2008	-	660,000	400,000	98.9	%	—	Nordstrom	$870
		Chicago, Illinois
43	50%	Scottsdale Fashion Square(8)	1961/2002	2009	1,724,000	753,000	95.9	%	Dillard's	Barneys New York, Macy's, Neiman Marcus, Nordstrom	$732
		Scottsdale, Arizona
44	50%	Tysons Corner Center	1968/2005	2014	1,968,000	1,083,000	98.4	%	—	Bloomingdale's, L.L. Bean, Lord & Taylor, Macy's, Nordstrom	$821
		Tysons Corner, Virginia
45	19%	West Acres	1972/1986	2001	971,000	418,000	99.8	%	Herberger's, Macy's	JCPenney, Sears	$512
		Fargo, North Dakota
		Total Unconsolidated Joint Ventures			7,666,000	3,728,000	97.9	%			$724
	REGIONAL SHOPPING CENTERS UNDER REDEVELOPMENT
46	50%	Broadway Plaza(5)(10)	1951/1985	ongoing	774,000	211,000	(11)		Macy's Women's, Children's & Home	Macy's Men's & Juniors, Neiman Marcus, Nordstrom	(11)
		Walnut Creek, California
47	100%	Fashion Outlets of Niagara Falls USA(12)	1982/2011	2014	686,000	686,000	(11)		—	—	(11)
		Niagara Falls, New York
48	50%	Gallery, The(5)(9)(10)	1977/2014	1990	948,000	489,000	(11)		—	Burlington Coat Factory, Century 21	(11)
		Philadelphia, Pennsylvania
49	100%	Paradise Valley Mall(12)	1979/2002	2009	1,151,000	371,000	(11)		Dillard's, JCPenney, Macy's	Costco, Sears	(11)
		Phoenix, Arizona
50	100%	SouthPark Mall(8)(12)	1974/1998	ongoing	855,000	387,000	(11)		Dillard's, Von Maur	JCPenney, Younkers	(11)
		Moline, Illinois
51	100%	Westside Pavilion(12)	1985/1998	2007	755,000	397,000	(11)		Macy's	Nordstrom	(11)
		Los Angeles, California
51		Total Regional Shopping Centers			48,669,000	22,543,000	95.8	%			$587
	COMMUNITY/POWER SHOPPING CENTERS
1	50%	Atlas Park, The Shops at(10)	2006/2011	2013	377,000	377,000	64.9	%	—	—	—
		Queens, New York
2	50%	Boulevard Shops(10)	2001/2002	2004	185,000	185,000	100.0	%	—	—	—
		Chandler, Arizona
3	39.7%	Estrella Falls, The Market at(10)	2009/—	2009	242,000	242,000	95.4	%	—	—	—
		Goodyear, Arizona
4	100%	Panorama Mall(12)	1955/1979	2005	312,000	147,000	99.5	%	Walmart	—	—
		Panorama, California
5	89.4%	Promenade at Casa Grande(12)	2007/—	2009	909,000	471,000	93.7	%	Dillard's, JCPenney, Kohl's, Target	—	—
		Casa Grande, Arizona
6	100%	Southridge Center(12)	1975/1998	2013	823,000	435,000	74.8	%	Des Moines Area Community College	Sears, Target, Younkers	—
		Des Moines, Iowa
7	100.0%	Superstition Springs Power Center(12)	1990/2002	-	206,000	53,000	100.0	%	Best Buy, Burlington Coat Factory	—	—
		Mesa, Arizona
8	100%	The Marketplace at Flagstaff Mall(5)(12)	2007/—	-	268,000	146,000	100.0	%	—	Home Depot	—
		Flagstaff, Arizona
8		Total Community/Power Shopping Centers			3,322,000	2,056,000
59		Total before Other Assets			51,991,000	24,599,000
	OTHER ASSETS:
	100%	Various(12)(13)			572,000	335,000	100.0	%	—	Forever 21, Kohl's	—

27

Count	Company's Ownership(1)	Name of Center/Location(2)	Year of Original Construction/ Acquisition	Year of Most Recent Expansion/ Renovation	Total GLA(3)	Mall and Freestanding GLA	Percentage of Mall and Freestanding GLA Leased		Non-Owned Anchors (3)	Company-Owned Anchors (3)	Sales PSF (4)
	100%	500 North Michigan Avenue(12)	1997/2012	2004	326,000	—	69.4	%	—	—	—
		Chicago, Illinois
	50%	Gallery, The (Office)(5)(10)			526,000	—	100.0	%	—	—	—
		Philadelphia, Pennsylvania
	100%	Paradise Village Ground Leases(12)			58,000	—	65.5	%	—	—	—
		Phoenix, Arizona
	100%	Paradise Village Office Park II(12)			46,000	—	98.5	%	—	—	—
		Phoenix, Arizona
	50%	Scottsdale Fashion Square-Office(10)			123,000	—	79.9	%	—	—	—
		Scottsdale, Arizona
	50%	Tysons Corner Center-Office(10)			173,000	—	100.0	%	—	—	—
		Tysons Corner, Virginia
	50%	Tysons Tower(14)			527,000	—	79.7	%	—	—	—
		Tysons Corner, Virginia
		Total Other Assets			2,351,000	335,000
		Grand Total			54,342,000	24,934,000

________________________

(1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company's economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company's actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company's joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. See “Item 1A.-Risks Related to Our Organizational Structure-Outside partners in Joint Venture Centers result in additional risks to our stockholders.”

(2) With respect to 46 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company. With respect to the remaining 13 Centers, the underlying land controlled by the Company is owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2016 to 2098.

(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2014. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants. “Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor tenants.

(4) Sales per square foot are based on reports by retailers leasing Mall Stores and Freestanding Stores for the trailing twelve months for tenants which have occupied such stores for a minimum of twelve months. Sales per square foot are also based on tenants 10,000 square feet and under for Regional Shopping Centers.

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

(6) Sears closed its store at Cascade Mall in January 2015.

(7) Century 21 plans to open a 70,000 square foot two-level department store at Green Acres Mall in Fall 2015.

(8) Dick's Sporting Goods plans to open a new store at Scottsdale Fashion Square, SouthPark Mall and Los Cerritos Center in late 2015.

(9) These Centers have a vacant Anchor location. The Company is seeking replacement tenants and/or contemplating redevelopment opportunities for these vacant sites. The Company continues to collect rent under the terms of an agreement regarding one of these four vacant Anchor locations.

(10) Included in Unconsolidated Joint Venture Centers.

(11) Tenant spaces have been intentionally held off the market and remain vacant because of redevelopment plans. As a result, the Company believes the percentage of mall and freestanding GLA leased and the sales per square foot at this redevelopment property are not meaningful data.

(12) Included in Consolidated Centers.

28

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

(14) Includes a lease commitment for 29,000 square feet entered into on December 30, 2014.

Mortgage Debt

The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. The information set forth below is as of December 31, 2014 (dollars in thousands):

Property Pledged as Collateral	Fixed or Floating	Carrying Amount(1)		Effective Interest Rate(2)		Annual Debt Service(3)		Maturity Date(4)	Balance Due on Maturity		Earliest Date Notes Can Be Defeased or Be Prepaid
Consolidated Centers:
Arrowhead Towne Center	Fixed	$	228,703	2.76	%	$	13,572	10/5/18	$	199,487	Any Time
Chandler Fashion Center(5)	Fixed	200,000		3.77	%	7,500		7/1/19	200,000		7/1/15
Danbury Fair Mall(6)	Fixed	228,529		5.53	%	18,456		10/1/20	188,854		Any Time
Deptford Mall	Fixed	197,815		3.76	%	11,364		4/3/23	160,294		12/5/15
Deptford Mall	Fixed	14,285		6.46	%	1,212		6/1/16	13,877		Any Time
Eastland Mall	Fixed	168,000		5.79	%	9,732		6/1/16	168,000		Any Time
Fashion Outlets of Chicago(7)	Floating	119,329		2.97	%	3,108		3/5/17	119,329		Any Time
Fashion Outlets of Niagara Falls USA	Fixed	121,376		4.89	%	8,724		10/6/20	103,810		Any Time
Flagstaff Mall	Fixed	37,000		5.03	%	1,812		11/1/15	37,000		Any Time
FlatIron Crossing	Fixed	261,494		3.90	%	16,716		1/5/21	216,740		Any Time
Freehold Raceway Mall(5)	Fixed	229,244		4.20	%	13,584		1/1/18	216,258		Any Time
Great Northern Mall(8)	Fixed	34,494		6.54	%	2,808		1/1/15	35,328		Any Time
Green Acres Mall	Fixed	313,514		3.61	%	17,364		2/3/21	269,922		3/21/15
Kings Plaza Shopping Center	Fixed	480,761		3.67	%	26,748		12/3/19	427,423		2/25/15
Lakewood Center(9)	Fixed	253,708		1.80	%	13,524		6/1/15	250,000		Any Time
Los Cerritos Center(6)(10)	Fixed	206,548		1.65	%	12,108		7/1/18	174,622		Any Time
Northgate Mall(11)	Floating	64,000		3.05	%	1,536		3/1/17	64,000		Any Time
Oaks, The	Fixed	210,197		4.14	%	12,768		6/5/22	174,311		Any Time
Pacific View	Fixed	133,200		4.08	%	8,016		4/1/22	110,597		4/12/17
Queens Center(12)	Fixed	600,000		3.49	%	20,928		1/1/25	600,000		1/29/15
Santa Monica Place	Fixed	230,344		2.99	%	12,048		1/3/18	214,118		12/28/15
SanTan Village Regional Center	Fixed	133,807		3.14	%	7,068		6/1/19	120,238		8/9/15
Stonewood Center(13)	Fixed	111,297		1.80	%	7,680		11/1/17	94,471		Any Time
Superstition Springs Center(14)	Floating	68,079		1.98	%	1,656		10/28/16	67,500		Any Time
Towne Mall	Fixed	22,607		4.48	%	1,404		11/1/22	18,886		Any Time
Tucson La Encantada(15)	Fixed	71,500		4.23	%	4,416		3/1/22	59,788		Any Time
Valley Mall	Fixed	41,368		5.85	%	3,360		6/1/16	40,169		Any Time
Valley River Center	Fixed	120,000		5.59	%	6,696		2/1/16	120,000		Any Time
Victor Valley, Mall of(16)	Fixed	115,000		4.00	%	4,560		9/1/24	115,000		10/22/16
Washington Square(17)	Fixed	238,696		1.65	%	17,988		1/1/16	224,475		Any Time
Westside Pavilion	Fixed	149,626		4.49	%	9,396		10/1/22	125,489		Any Time
		$	5,404,521

29

Property Pledged as Collateral	Fixed or Floating	Carrying Amount(1)		Effective Interest Rate(2)		Annual Debt Service(3)		Maturity Date(4)	Balance Due on Maturity		Earliest Date Notes Can Be Defeased or Be Prepaid
Unconsolidated Joint Venture Centers (at Company's Pro Rata Share):
Boulevard Shops(50.0%)(18)	Floating	$	9,958	2.05	%	$	844	12/16/18	$	9,133	Any Time
Broadway Plaza(50.0%)(15)	Fixed	68,237		6.12	%	5,460		8/15/15	67,443		Any Time
Corte Madera, The Village at(50.1%)	Fixed	37,762		7.27	%	3,265		11/1/16	36,696		Any Time
Estrella Falls, The Market at(39.7%)(19)	Floating	13,319		3.13	%	388		6/1/15	13,319		Any Time
Inland Center(50.0%)(20)	Floating	25,000		3.41	%	790		4/1/16	25,000		Any Time
Kierland Commons(50.0%)(21)	Floating	67,082		2.25	%	2,270		1/2/18	64,281		Any Time
North Bridge, The Shops at(50.0%)(15)	Fixed	96,309		7.52	%	8,601		6/15/16	94,258		Any Time
Scottsdale Fashion Square(50.0%)	Fixed	253,472		3.02	%	13,281		4/3/23	201,331		4/11/15
Tysons Corner Center(50.0%)(22)	Fixed	415,759		4.13	%	24,643		1/1/24	333,233		Any Time
West Acres(19.0%)	Fixed	10,988		6.41	%	1,069		10/1/16	10,315		Any Time
		$	997,886

_______________________________________________________________________________

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

The debt premiums (discounts) as of December 31, 2014 consisted of the following:

Property Pledged as Collateral
Arrowhead Towne Center	$	11,568
Deptford Mall	(8		)
Fashion Outlets of Niagara Falls USA	5,414
Lakewood Center	3,708
Los Cerritos Center	17,965
Stonewood Center	7,980
Superstition Springs Center	579
Valley Mall	(132		)
Washington Square	9,847
	$	56,921

(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

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

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

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

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

(7) The construction loan on the property allows for borrowings of up to $140,000, bears interest at LIBOR plus 2.50% and matures on March 5, 2017, including extension options. The Company has a commitment to amend the mortgage loan. The amended $200,000, five-year loan will bear interest at LIBOR plus 1.50%. The Company expects to close the loan modification in March 2015.

(8) On January 1, 2015, this nonrecourse loan went into maturity default. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver.

(9) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company assumed the loan on Lakewood Center with a fair value of $254,880 that bears interest at an effective rate of 1.80% and matures on June 1, 2015.

(10) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company assumed the loan on Los Cerritos Center with a fair value of $207,528 that bears interest at an effective rate of 1.65% and matures on July 1, 2018.

30

(11) The loan bears interest at LIBOR plus 2.25% and matures on March 1, 2017.

(12) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company assumed the loan on Queens Center with a fair value of $600,000 that bears interest at an effective rate of 3.49% and matures on January 1, 2025.

(13) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company assumed the loan on Stonewood Center with a fair value of $111,910 that bears interest at an effective rate of 1.80% and matures on November 1, 2017.

(14) The loan bears interest at LIBOR plus 2.30% and matures on October 28, 2016.

(15) NML is the lender of this loan.

(16) On August 28, 2014, the Company replaced the existing loan on the property with a new loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024.

(17) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company assumed the loan on Washington Square with a fair value of $240,341 that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

(18) The loan bears interest at LIBOR plus 1.75% and matures on December 16, 2018.

(19) The loan bears interest at LIBOR plus 2.75% and matures on June 1, 2015. On February 3, 2015, the joint venture replaced the existing loan on the property with a new $26,500 loan that bears interest at LIBOR plus 1.70% and matures on February 5, 2020, including a one-year extension option.

(20) The loan bears interest at LIBOR plus 3.0% and matures on April 1, 2016. On February 17, 2015, in connection with the Company's acquisition of the remaining 50% ownership interest that it did not previously own in Inland Center (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions"), the Company paid off the $50,000 loan on the property.

(21) The loan bears interest at LIBOR plus 1.9% and matures on January 2, 2018.

(22) NML is the lender of 33.3% of the loan.

ITEM 3.    LEGAL PROCEEDINGS

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

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

31

PART II

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

The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". The common stock began trading on March 10, 1994 at a price of $19 per share. In 2014, the Company's shares traded at a high of $85.55 and a low of $55.21.

As of February 20, 2015, there were approximately 544 stockholders of record. The following table shows high and low sales prices per share of common stock during each quarter in 2014 and 2013 and dividends per share of common stock declared and paid by the Company during each quarter:

	Market Quotation Per Share
					Dividends Declared/Paid
Quarter Ended	High		Low
3/31/14	$	62.41	$	55.21	$	0.62
6/30/14	$	68.28	$	61.66	$	0.62
9/30/14	$	68.81	$	62.62	$	0.62
12/31/14	$	85.55	$	63.25	$	0.65
3/31/13	$	64.47	$	57.66	$	0.58
6/30/13	$	72.19	$	56.68	$	0.58
9/30/13	$	66.12	$	55.19	$	0.58
12/31/13	$	60.76	$	55.13	$	0.62

To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2014 and 2013 quarterly dividends in cash. The timing, amount and composition of future dividends will be determined in the sole discretion of the Company's board of directors and will depend on actual and projected cash flow, financial condition, funds from operations, earnings, capital requirements, annual REIT distribution requirements, contractual prohibitions or other restrictions, applicable law and such other factors as the board of directors deems relevant. For example, under the Company's existing financing arrangements, the Company may pay cash dividends and make other distributions based on a formula derived from funds from operations (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")") and only if no default under the financing agreements has occurred, unless, under certain circumstances, payment of the distribution is necessary to enable the Company to continue to qualify as a REIT under the Code.

Stock Performance Graph

The following graph provides a comparison, from December 31, 2009 through December 31, 2014, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poor's ("S&P") 500 Index, the S&P Midcap 400 Index and the FTSE NAREIT All Equity REITs Index, an industry index of publicly-traded REITs (including the Company).

The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2009.

Upon written request directed to the Secretary of the Company, the Company will provide any stockholder with a list of the REITs included in the FTSE NAREIT All Equity REITs Index. The historical information set forth below is not necessarily indicative of future performance.

32

Data for the FTSE NAREIT All Equity REITs Index, the S&P 500 Index and the S&P Midcap 400 Index were provided by Research Data Group.

Copyright© 2014 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

	12/31/09		12/31/10		12/31/11		12/31/12		12/31/13		12/31/14
The Macerich Company	$	100.00	$	138.64	$	154.24	$	184.71	$	193.95	$	285.49
S&P 500 Index	100.00		115.06		117.49		136.30		180.44		205.14
S&P Midcap 400 Index	100.00		126.64		124.45		146.69		195.84		214.97
FTSE NAREIT All Equity REITs Index	100.00		127.95		138.55		165.84		170.58		218.38

Recent Sales of Unregistered Securities

On October 31, 2014 and December 31, 2014, the Company, as general partner of the Operating Partnership, received notices to redeem 2,500 and 2,500 common partnership units of the Operating Partnership, respectively and, thereafter issued 2,500 and 2,500 shares of common stock of the Company, respectively, upon such redemptions. These shares of common stock were issued in private placements to three limited partners of the Operating Partnership, each an accredited investor, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided in Section 4(a)(2) of the Securities Act.

Issuer Repurchases of Equity Securities

None.

33

ITEM 6.    SELECTED FINANCIAL DATA

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

	Years Ended December 31,
	2014			2013			2012			2011			2010
OPERATING DATA:
Revenues:
Minimum rents(1)	$	633,571		$	578,113		$	447,321		$	381,274		$	345,862
Percentage rents	24,350			23,156			21,388			16,818			14,424
Tenant recoveries	361,119			337,772			247,593			215,872			201,344
Management Companies	33,981			40,192			41,235			40,404			42,895
Other	52,226			50,242			39,980			30,376			26,452
Total revenues	1,105,247			1,029,475			797,517			684,744			630,977
Shopping center and operating expenses	353,505			329,795			251,923			213,832			195,608
Management Companies' operating expenses	88,424			93,461			85,610			86,587			90,414
REIT general and administrative expenses	29,412			27,772			20,412			21,113			20,703
Depreciation and amortization	378,716			357,165			277,621			227,980			203,574
Interest expense	190,689			197,247			164,392			167,249			178,181
Loss (gain) on early extinguishment of debt, net(2)	9,551			(1,432		)	—			1,485			(3,661		)
Total expenses	1,050,297			1,004,008			799,958			718,246			684,819
Equity in income of unconsolidated joint ventures(3)	60,626			167,580			79,281			294,677			79,529
Co-venture expense	(9,490		)	(8,864		)	(6,523		)	(5,806		)	(6,193		)
Income tax benefit(4)	4,269			1,692			4,159			6,110			9,202
Gain (loss) on sale or write down of assets, net	73,440			(78,057		)	28,734			(25,639		)	495
Gain on remeasurement of assets(5)	1,423,136			51,205			199,956			3,602			—
Income from continuing operations	1,606,931			159,023			303,166			239,442			29,191
Discontinued operations:(6)
Gain (loss) on disposition of assets, net	—			286,414			50,811			(67,333		)	(21		)
Income (loss) from discontinued operations	—			3,522			12,412			(3,034		)	(750		)
Total income (loss) from discontinued operations	—			289,936			63,223			(70,367		)	(771		)
Net income	1,606,931			448,959			366,389			169,075			28,420
Less net income attributable to noncontrolling interests	107,889			28,869			28,963			12,209			3,230
Net income attributable to the Company	$	1,499,042		$	420,090		$	337,426		$	156,866		$	25,190
Earnings per common share ("EPS") attributable to the Company—basic:
Income from continuing operations	$	10.46		$	1.07		$	2.07		$	1.67		$	0.20
Discontinued operations	—			1.94			0.44			(0.49		)	(0.01		)
Net income attributable to common stockholders	$	10.46		$	3.01		$	2.51		$	1.18		$	0.19
EPS attributable to the Company—diluted:(7)(8)
Income from continuing operations	$	10.45		$	1.06		$	2.07		$	1.67		$	0.20
Discontinued operations	—			1.94			0.44			(0.49		)	(0.01		)
Net income attributable to common stockholders	$	10.45		$	3.00		$	2.51		$	1.18		$	0.19

34

	As of December 31,
	2014			2013			2012			2011			2010
BALANCE SHEET DATA:
Investment in real estate (before accumulated depreciation)	$	12,777,882		$	9,181,338		$	9,012,706		$	7,489,735		$	6,908,507
Total assets	$	13,121,778		$	9,075,250		$	9,311,209		$	7,938,549		$	7,645,010
Total mortgage and notes payable	$	6,292,400		$	4,582,727		$	5,261,370		$	4,206,074		$	3,892,070
Redeemable noncontrolling interests	$	—		$	—		$	—		$	—		$	11,366
Equity(9)	$	6,039,849		$	3,718,717		$	3,416,251		$	3,164,651		$	3,187,996
OTHER DATA:
Funds from operations ("FFO")—diluted(10)	$	542,754		$	527,574		$	577,862		$	399,559		$	351,308
Cash flows provided by (used in):
Operating activities	$	400,706		$	422,035		$	351,296		$	237,285		$	200,435
Investing activities	$	(255,791	)	$	271,867		$	(963,374	)	$	(212,086	)	$	(142,172	)
Financing activities	$	(129,723	)	$	(689,980	)	$	610,623		$	(403,596	)	$	294,127
Number of Centers at year end	60			64			70			79			84
Regional Shopping Centers portfolio occupancy(11)	95.8		%	94.6		%	93.8		%	92.7		%	93.1		%
Regional Shopping Centers portfolio sales per square foot(12)	$	587		$	562		$	517		$	489		$	433
Weighted average number of shares outstanding—EPS basic	143,144			139,598			134,067			131,628			120,346
Weighted average number of shares outstanding—EPS diluted(8)	143,291			139,680			134,148			131,628			120,346
Distributions declared per common share	$	2.51		$	2.36		$	2.23		$	2.05		$	2.10

_______________________________________________________________________________

(1) Minimum rents were increased by amortization of above and below-market leases of $9.1 million, $6.6 million, $5.2 million, $9.3 million and $7.1 million for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

(2) The Company repurchased $180.3 million and $18.5 million of its convertible senior notes (the "Senior Notes") during the years ended December 31, 2011 and 2010, respectively, that resulted in a loss of $1.5 million and $0.5 million on the early extinguishment of debt for the years ended December 31, 2011 and 2010, respectively. The (loss) gain on early extinguishment of debt, net for the years ended December 31, 2014, 2013 and 2010 also includes the (loss) gain on the extinguishment of mortgage notes payable of $(9.6) million, $1.4 million and $4.2 million, respectively.

(3) On February 24, 2011, the Company's joint venture in Kierland Commons Investment LLC (“KCI”) acquired an additional ownership interest in PHXAZ/Kierland Commons, L.L.C. (“Kierland Commons”), a 434,000 square foot regional shopping center in Scottsdale, Arizona, for $105.6 million. The Company's share of the purchase price consisted of a cash payment of $34.2 million and the assumption of a pro rata share of debt of $18.6 million. As a result of this transaction, KCI increased its ownership interest in Kierland Commons from 49% to 100%. KCI accounted for the acquisition as a business combination achieved in stages and recognized a remeasurement gain of $25.0 million based on the acquisition date fair value and its previously held investment in Kierland Commons. As a result of this transaction, the Company's ownership interest in KCI increased from 24.5% to 50%. The Company's pro rata share of the gain recognized by KCI was $12.5 million and was included in equity in income from unconsolidated joint ventures.

On February 28, 2011, the Company, in a 50/50 joint venture, acquired The Shops at Atlas Park, a 426,000 square foot community center in Queens, New York, for a total purchase price of $53.8 million. The Company's share of the purchase price was $26.9 million.

On February 28, 2011, the Company acquired the remaining 50% ownership interest in Desert Sky Mall, an 892,000 square foot regional shopping center in Phoenix, Arizona, that it did not previously own for $27.6 million. The purchase price was funded by a cash payment of $1.9 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25.8 million. Prior to the acquisition, the Company had accounted for its investment in Desert Sky Mall under the equity method. As of the date of acquisition, the Company has included Desert Sky Mall in its consolidated financial statements.

On April 1, 2011, the Company's joint venture in SDG Macerich Properties, L.P. ("SDG Macerich") conveyed Granite Run Mall, a 1,033,000 square foot regional shopping center in Media, Pennsylvania, to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of the gain on the extinguishment of debt was $7.8 million.

On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich that owned 11 regional shopping centers in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall, a 1,044,000 square foot regional shopping center in Evansville, Indiana; Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida; SouthPark Mall, an 855,000 square foot regional shopping center in Moline, Illinois; Southridge Center, an 823,000 square foot community center in Des Moines, Iowa; NorthPark Mall, a 1,050,000 square foot regional shopping center in Davenport, Iowa and Valley Mall, a 507,000 square foot regional shopping center in Harrisonburg, Virginia. These wholly-owned assets were recorded at fair value at the date of transfer, which resulted in a gain of $188.3 million. The gain reflected the fair value of the net assets received in excess of the book value of the Company's interest in SDG Macerich.

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On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center, a 273,000 square foot community center in Chandler, Arizona, for a total sales price of $14.8 million, resulting in a gain on the sale of assets of $8.2 million. The sales price was funded by a cash payment of $6.0 million and the assumption of the Company's share of the mortgage note payable on the property of $8.8 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Festival, a 500,000 square foot community center in Chandler, Arizona, for a total sales price of $31.0 million, resulting in a gain on the sale of assets of $12.3 million. The sales price was funded by a cash payment of $16.2 million and the assumption of the Company's share of the mortgage note payable on the property of $14.8 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company's joint venture in SanTan Village Power Center, a 491,000 square foot community center in Gilbert, Arizona, sold the property for $54.8 million, resulting in a gain on the sale of assets of $23.3 million for the joint venture. The Company's pro rata share of the gain recognized was $7.9 million, net of noncontrolling interests of $3.6 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company sold its 50% ownership interest in Chandler Gateway, a 260,000 square foot community center in Chandler, Arizona, for a total sales price of $14.3 million, resulting in a gain on the sale of assets of $3.4 million. The sales price was funded by a cash payment of $4.9 million and the assumption of the Company's share of the mortgage note payable on the property of $9.4 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 10, 2012, the Company was bought out of its ownership interest in NorthPark Center, a 1,946,000 square foot regional shopping center in Dallas, Texas, for $118.8 million, resulting in a gain on the sale of assets of $24.6 million. The Company used the cash proceeds from the sale to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,434,000 square foot regional shopping center in Broomfield, Colorado, that it did not previously own for $310.4 million. The purchase price was funded by a cash payment of $195.9 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $114.5 million. As a result of this transaction, the Company recognized a remeasurement gain of $84.2 million.

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,198,000 square foot regional shopping center in Glendale, Arizona, that it did not previously own for $144.4 million. The purchase price was funded by a cash payment of $69.0 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75.4 million. As a result of this transaction, the Company recognized a remeasurement gain of $115.7 million.

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185.0 million, resulting in a gain on the sale of assets of $89.2 million to the joint venture. The Company's share of the gain was $44.4 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127.0 million, resulting in a gain on the sale of assets of $55.2 million to the joint venture. The Company's share of the gain was $28.1 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127.0 million, resulting in a gain on the sale of assets of $38.4 million to the joint venture. The Company's share of the gain was $18.3 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. As a result of this transaction, the Company recognized a remeasurement gain of $36.3 million. Since the date of the restructuring, the Company included Camelback Colonnade in its consolidated financial statements until it was sold on December 29, 2014.

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60.9 million, which resulted in a gain on the sale of assets of $6.2 million to the joint venture. The Company's share of the gain was $3.1 million. The cash proceeds from the sale were used to pay off the $51.7 million mortgage loan on the property and the remaining $9.2 million net of closing costs was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center, a 1,082,000 square foot regional shopping center in Mesa, Arizona, that it did not previously own for $46.2 million. The purchase price was funded by a cash payment of $23.7 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22.5 million. Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Center under the equity method of accounting. As a result of this transaction, the Company recognized a remeasurement gain of $14.9 million. Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements.

On June 4, 2014, the Company acquired the remaining 49.0% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15.2 million. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LP. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method of accounting. Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements.

36

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106.8 million for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17.1 million, resulting in a gain on the sale of assets of $9.0 million. The sales price was funded by a cash payment of $15.4 million and the assumption of the Company's share of the mortgage note payable on the property of $1.7 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of approximately $1.8 billion was funded by the direct issuance of approximately $1.2 billion of common stock of the Company and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672.1 million.

(4) The Company's taxable REIT subsidiaries are subject to corporate level income taxes (See Note 20—Income Taxes in the Company's Notes to the Consolidated Financial Statements).

(5) Gain on remeasurement of assets includes $1.4 billion from the acquisition of the PPRLP Queens Portfolio during the year endedDecember 31, 2014, $36.3 million from the acquisition of Camelback Colonnade and $14.9 million from the acquisition of Superstition Springs Center during the year endedDecember 31, 2013, $84.2 million from the acquisition of FlatIron Crossing and $115.7 million from the acquisition of Arrowhead Towne Center during the year endedDecember 31, 2012, and $1.9 million from the acquisition of Desert Sky Mall and $1.7 million from the acquisition of Superstition Springs Land during the year endedDecember 31, 2011.

(6) Discontinued operations include the following:

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

In June 2011, the Company recorded an impairment charge of $35.7 million related to Shoppingtown Mall, a 969,000 square foot regional shopping center in Dewitt, New York. As a result of the maturity default on the mortgage note payable and the corresponding reduction of the expected holding period, the Company wrote down the carrying value of the long-lived assets to its estimated fair value of $39.0 million. On December 30, 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. As a result, the Company recognized a $3.9 million additional loss on the disposal of the asset.

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

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

In March 2012, the Company recorded an impairment charge of $54.3 million related to Valley View Center. As a result of the sale of the property on April 23, 2012, the Company wrote down the carrying value of the long-lived assets to their estimated fair value of $33.5 million, which was equal to the sales price of the property. On April 23, 2012, the property was sold by a court appointed receiver, which resulted in a gain on the extinguishment of debt of $104.0 million.

On April 30, 2012, the Company sold The Borgata, a 94,000 square foot community center in Scottsdale, Arizona, for $9.2 million, resulting in a loss on the sale of assets of $1.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 11, 2012, the Company sold a former Mervyn's store in Montebello, California for $20.8 million, resulting in a loss on the sale of assets of $0.4 million. The proceeds from the sale were used for general corporate purposes.

On May 17, 2012, the Company sold Hilton Village, an 80,000 square foot community center in Scottsdale, Arizona, for $24.8 million, resulting in a gain on the sale of assets of $3.1 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company conveyed Prescott Gateway, a 584,000 square foot regional shopping center in Prescott, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $16.3 million.

On June 28, 2012, the Company sold Carmel Plaza, a 112,000 square foot community center in Carmel, California, for $52.0 million, resulting in a gain on the sale of assets of $7.8 million. The Company used the proceeds from the sale to pay down its line of credit.

On May 31, 2013, the Company sold Green Tree Mall, a 793,000 square foot regional shopping center in Clarksville, Indiana, for $79.0 million, resulting in a gain on the sale of assets of $59.8 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 4, 2013, the Company sold Northridge Mall, an 890,000 square foot regional shopping center in Salinas, California, and Rimrock Mall, a 603,000 square foot regional shopping center in Billings, Montana. The properties were sold in a combined transaction for $230.0 million, resulting in a gain on the sale of assets of $82.2 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

37

On September 11, 2013, the Company sold a former Mervyn's store in Milpitas, California for $12.0 million, resulting in a loss on the sale of assets of $2.6 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 30, 2013, the Company conveyed Fiesta Mall, a 933,000 square foot regional shopping center in Mesa, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $1.3 million.

On October 15, 2013, the Company sold a former Mervyn's store in Midland, Texas for $5.7 million, resulting in a loss on the sale of assets of $2.0 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 23, 2013, the Company sold a former Mervyn's store in Grand Junction, Colorado for $5.4 million, resulting in a gain on the sale of assets of $1.7 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 4, 2013, the Company sold a former Mervyn's store in Livermore, California for $10.5 million, resulting in a loss on the sale of assets of $5.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 11, 2013, the Company sold Chesterfield Towne Center, a 1,016,000 square foot regional shopping center in Richmond, Virginia, and Centre at Salisbury, an 862,000 square foot regional shopping center in Salisbury, Maryland, in a combined transaction for $292.5 million, resulting in a gain on the sale of assets of $151.5 million. The sales price was funded by a cash payment of $67.8 million, the assumption of the $109.7 million mortgage note payable on Chesterfield Towne Center and the assumption of the $115.0 million mortgage note payable on Centre at Salisbury. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

The Company has classified the results of operations and gain or loss on sale for all of the above dispositions as discontinued operations for all years presented. On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-08, which amended the definition of discontinued operations and requires additional disclosures for disposal transactions that do not meet the revised discontinued operations criteria. The Company adopted this pronouncement on January 1, 2014. As a result, properties sold in 2014 have been included in gain (loss) on sale or write down of assets, net, in continuing operations.

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

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

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

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

Adjusted FFO ("AFFO") excludes the FFO impact of Shoppingtown Mall and Valley View Center for the years ended December 31, 2012 and 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. In July 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date, resulting in a gain on extinguishment of debt of $104.0 million. On May 31, 2012, the Company conveyed Prescott Gateway to the lender by a deed-in-lieu of foreclosure and the debt was forgiven resulting in a gain on extinguishment of debt of $16.3 million. AFFO excludes the gain on extinguishment of debt on Prescott Gateway for the twelve months ended December 31, 2012.

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

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

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

38

The computation of FFO and AFFO—diluted includes the effect of share and unit-based compensation plans and the Senior Notes calculated using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units and all other securities to the extent that they are dilutive to the FFO and AFFO—diluted computation.

(11) Occupancy is the percentage of Mall and Freestanding GLA leased as of the last day of the reporting period. Centers under development and redevelopment are excluded from occupancy. As a result, occupancy for the year ended December 31, 2014 excluded Broadway Plaza, Fashion Outlets of Niagara Falls USA, The Gallery, Paradise Valley Mall, SouthPark Mall and Westside Pavilion. Occupancy for the year ended December 31, 2013 excluded Paradise Valley Mall. Occupancy for the years ended December 31, 2012 and 2011 excluded The Shops at Atlas Park and Southridge Center. Occupancy for the year ended December 31, 2010 excluded Santa Monica Place.

In addition, occupancy for the year ended December 31, 2013 excluded Rotterdam Square, which was sold on January 15, 2014. Furthermore, occupancy for the year ended December 31, 2014 excluded Great Northern Mall, which is in maturity default, and occupancy for the years ended December 31, 2011 and 2010 excluded Valley View Center, which was sold by a court-appointed receiver in 2012.

(12) Sales per square foot are based on reports by retailers leasing Mall Stores and Freestanding Stores for the trailing twelve months for tenants which have occupied such stores for a minimum of twelve months. Sales per square foot also are based on tenants 10,000 square feet and under for Regional Shopping Centers. The sales per square foot exclude Centers under development and redevelopment. As a result, sales per square foot for the year ended December 31, 2014 excluded Broadway Plaza, Fashion Outlets of Niagara Falls USA, The Gallery, Paradise Valley Mall, SouthPark Mall and Westside Pavilion. Sales per square foot for the year ended December 31, 2013 excluded Paradise Valley Mall. Sales per square foot for the year ended December 31, 2010 excluded Santa Monica Place.

In addition, sales per square foot for the year ended December 31, 2013 excluded Rotterdam Square, which was sold on January 15, 2014. Furthermore, sales per square foot for the year ended December 31, 2014 excluded Great Northern Mall, which is in maturity default, and sales per square foot for the years ended December 31, 2011 and 2010 excluded Valley View Center, which was sold by a court-appointed receiver in 2012.

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

Management's Overview and Summary

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2014, the Operating Partnership owned or had an ownership interest in 52 regional shopping centers and eight community/power shopping centers. These 60 regional and community/power shopping centers (which include any related office space) consist of approximately 55 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2. Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies.

The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2014, 2013 and 2012. It compares the results of operations and cash flows for the year ended December 31, 2014 to the results of operations and cash flows for the year ended December 31, 2013. Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2013 to the results of operations and cash flows for the year ended December 31, 2012. 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 February 29, 2012, the Company acquired a 326,000 square foot mixed-use retail/office building ("500 North Michigan Avenue") in Chicago, Illinois, for $70.9 million. The purchase price was funded by borrowings under the Company's line of credit.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center, a 273,000 square foot community center in Chandler, Arizona, for a total sales price of $14.8 million, resulting in a gain on the sale of assets of $8.2 million. The sales price was funded by a cash payment of $6.0 million and the assumption of the Company's share of the mortgage note payable on the property of $8.8 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Festival, a 500,000 square foot community center in Chandler, Arizona, for a total sales price of $31.0 million, resulting in a gain on the sale of assets of $12.3 million. The sales price was funded by a cash payment of $16.2 million and the assumption of the Company's share of the mortgage note payable on the property of $14.8 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company's joint venture in SanTan Village Power Center, a 491,000 square foot community center in Gilbert, Arizona, sold the property for $54.8 million, resulting in a gain on the sale of assets of $23.3 million for the joint venture. The Company's pro rata share of the gain recognized was $7.9 million, net of noncontrolling interests of $3.6 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On April 30, 2012, the Company sold The Borgata, a 94,000 square foot community center in Scottsdale, Arizona, for $9.2 million, resulting in a loss on the sale of assets of $1.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 11, 2012, the Company sold a former Mervyn's store in Montebello, California for $20.8 million, resulting in a loss on the sale of assets of $0.4 million. The Company used the proceeds from the sale for general corporate purposes.

On May 17, 2012, the Company sold Hilton Village, an 80,000 square foot community center in Scottsdale, Arizona, for $24.8 million, resulting in a gain on the sale of assets of $3.1 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company sold its 50% ownership interest in Chandler Gateway, a 260,000 square foot community center in Chandler, Arizona, for a total sales price of $14.3 million, resulting in a gain on the sale of assets of $3.4 million. The sales price was funded by a cash payment of $4.9 million and the assumption of the Company's share of the mortgage note

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payable on the property of $9.4 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 28, 2012, the Company sold Carmel Plaza, a 112,000 square foot community center in Carmel, California, for $52.0 million, resulting in a gain on the sale of assets of $7.8 million. The Company used the proceeds from the sale to pay down its line of credit.

On August 10, 2012, the Company was bought out of its ownership interest in NorthPark Center, a 1,946,000 square foot regional shopping center in Dallas, Texas, for $118.8 million, resulting in a gain on the sale of assets of $24.6 million. The Company used the cash proceeds to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,434,000 square foot regional shopping center in Broomfield, Colorado, that it did not previously own for a cash payment of $195.9 million and the assumption of the third party's share of the mortgage note payable of $114.5 million. The cash payment was funded from borrowings under the Company's line of credit. As a result of the acquisition, the Company recognized a gain on remeasurement of assets of $84.2 million.

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,198,000 square foot regional shopping center in Glendale, Arizona, that it did not previously own for $144.4 million. The Company funded the purchase price by a cash payment of $69.0 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75.4 million. The cash payment was funded from borrowings under the Company's line of credit. As a result of the acquisition, the Company recognized a gain on remeasurement of assets of $115.7 million.

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,191,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756.0 million. The purchase price was funded from a cash payment of $726.0 million and the issuance of $30.0 million in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500.0 million and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $354.0 million on the loan. On January 3, 2013, the Company exercised its option to borrow the remaining $146.0 million of the loan.

On January 24, 2013, the Company acquired Green Acres Mall, a 1,790,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500.0 million. The purchase price was funded from the placement of a $325.0 million mortgage note on the property and $175.0 million from borrowings under the Company's line of credit.

On April 25, 2013, the Company acquired a 19 acre parcel of land adjacent to Green Acres Mall for $22.6 million. The payment was funded by borrowings from the Company's line of credit.

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185.0 million, resulting in a gain on the sale of assets of $89.2 million to the joint venture. The Company's share of the gain was $44.4 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2013, the Company sold Green Tree Mall, a 793,000 square foot regional shopping center in Clarksville, Indiana, for $79.0 million, resulting in a gain on the sale of assets of $59.8 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 4, 2013, the Company sold Northridge Mall, an 890,000 square foot regional shopping center in Salinas, California, and Rimrock Mall, a 603,000 square foot regional shopping center in Billings, Montana. The properties were sold in a combined transaction for $230.0 million, resulting in a gain on the sale of assets of $82.2 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127.0 million, resulting in a gain on the sale of assets of $55.2 million to the joint venture. The Company's share of the gain was $28.1 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127.0 million, resulting in a gain on the sale of assets of $38.4 million to the joint venture. The Company's share of the gain was $18.3 million. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

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On September 11, 2013, the Company sold a former Mervyn's store in Milpitas, California for $12.0 million, resulting in a loss on the sale of assets of $2.6 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. As a result of the restructuring, the Company recognized a gain on remeasurement of assets of $36.3 million. This transaction is referred to herein as the "Camelback Colonnade Restructuring." Since the date of the restructuring, the Company included Camelback Colonnade in its consolidated financial statements until it was sold on December 29, 2014.

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60.9 million, resulting in a gain on the sale of assets of $6.2 million to the joint venture. The Company's share of the gain was $3.1 million. The proceeds from the sale were used to pay off the $51.7 million mortgage loan on the property and the remaining $9.2 million, net of closing costs, was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 15, 2013, the Company sold a former Mervyn's store in Midland, Texas for $5.7 million, resulting in a loss on the sale of assets of $2.0 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 23, 2013, the Company sold a former Mervyn's store in Grand Junction, Colorado for $5.4 million, resulting in a gain on the sale of assets of $1.7 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46.2 million. The purchase price was funded by a cash payment of $23.7 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22.5 million. As a result of the acquisition, the Company recognized a gain on remeasurement of assets of $14.9 million.

On December 4, 2013, the Company sold a former Mervyn's store in Livermore, California for $10.5 million, resulting in a loss on the sale of assets of $5.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 11, 2013, the Company sold Chesterfield Towne Center, a 1,016,000 square foot regional shopping center in Richmond, Virginia, and Centre at Salisbury, an 862,000 square foot regional shopping center in Salisbury, Maryland. The properties were sold in a combined transaction for $292.5 million, resulting in a gain on the sale of assets of $151.5 million. The sales price was funded by a cash payment of $67.8 million, the assumption of the $109.7 million mortgage note payable on Chesterfield Towne Center and the assumption of the $115.0 million mortgage note payable on Centre at Salisbury. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On January 15, 2014, the Company sold Rotterdam Square, a 585,000 square foot regional shopping center in Schenectady, New York, for $8.5 million, resulting in a loss on the sale of assets of $0.4 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On February 14, 2014, the Company sold Somersville Towne Center, a 348,000 square foot regional shopping center in Antioch, California, for $12.3 million, resulting in a loss on the sale of assets of $0.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 17, 2014, the Company sold Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida, for $13.3 million, resulting in a loss on the sale of assets of $0.9 million. The sales price was funded by a cash payment of $3.7 million and the issuance of two notes receivable totaling $9.6 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15.2 million. The Company purchased Cascade Mall from its joint venture partner in Pacific Premier Retail LP. The cash payment was funded by borrowings under the Company's line of credit.

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On July 7, 2014, the Company sold a former Mervyn's store in El Paso, Texas for $3.6 million, resulting in a loss on the sale of assets of $0.2 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106.8 million for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold a former Mervyn's store in Thousand Oaks, California for $3.5 million, resulting in a loss on the sale of assets of $0.1 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17.1 million, resulting in a gain on the sale of assets of $9.0 million. The sales price was funded by a cash payment of $15.4 million and the assumption of the Company's share of the mortgage note payable on the property of $1.7 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2014, the Company sold a leasehold interest in a former Mervyn's store in Laredo, Texas for $1.2 million, resulting in a gain on the sale of assets of $0.3 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 10, 2014, the Company sold a former Mervyn's store in Marysville, California for $1.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company sold South Towne Center, a 1,278,000 square foot regional shopping center in Sandy, Utah, for $205.0 million, resulting in a gain on the sale of assets of $121.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company acquired the remaining 40% ownership interest in Fashion Outlets of Chicago, a 529,000 square foot outlet center in Rosemont, Illinois, that it did not previously own for $70.0 million. The purchase price was funded by a cash payment of $55.9 million and the settlement of $14.1 million in notes receivable. The cash payment was funded by borrowings under the Company's line of credit.

On November 13, 2014, the Company formed a joint venture to develop a 500,000 square foot outlet center at Candlestick Point in San Francisco, California. In connection with the formation of the joint venture, the Company issued a note receivable for $65.1 million to its joint venture partner that bears interest at LIBOR plus 2.0% and matures upon the completion of certain milestones in connection with the development of Candlestick Point. The note receivable was funded by borrowings under the Company's line of credit.

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of approximately $1.8 billion was funded by the direct issuance of approximately $1.2 billion of common stock of the Company and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672.1 million. As a result of the acquisition, the Company recognized a gain on remeasurement of assets of $1.4 billion.

On November 20, 2014, the Company purchased a 45% interest in 443 North Wabash Avenue, a 65,000 square foot undeveloped site adjacent to the Company's joint venture in The Shops at North Bridge in Chicago, Illinois, for a cash payment of $18.9 million. The cash payment was funded by borrowings under the Company's line of credit.

On December 29, 2014, the Company sold its 67.5% ownership interest in its consolidated joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, for $92.9 million, resulting in a gain on the sale of assets of $24.6 million. The sales price was funded by a cash payment of $61.2 million and the assumption of the Company's share of the mortgage note payable on the property of $31.7 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

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Financing Activity:

On August 28, 2014, the Company replaced the existing loan on Mall of Victor Valley with a new $115.0 million loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024.

On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See “Acquisitions and Dispositions”), the Company assumed the loans on the following Centers: Lakewood Center with a fair value of $254.9 million that bears interest at an effective rate of 1.80% and matures on June 1, 2015, Los Cerritos Center with a fair value of $207.5 million that bears interest at an effective rate of 1.65% and matures on July 1, 2018, Queens Center with a fair value of $600.0 million that bears interest at an effective rate of 3.49% and matures on January 1, 2025, Stonewood Center with a fair value of $111.9 million that bears interest at an effective rate of 1.80% and matures on November 1, 2017, and Washington Square with a fair value of $240.3 million that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

On December 22, 2014, the Company prepaid a total of $254.2 million of mortgage debt on Fresno Fashion Fair and Vintage Faire Mall with a weighted average interest rate of 6.4%. The Company incurred a charge of $9.0 million in connection with the early extinguishment of debt. 

Redevelopment and Development Activity:

The Company's joint venture in Tysons Corner Center, a 2,141,000 square foot regional shopping center in Tysons Corner, Virginia, is currently expanding the property to include a 527,000 square foot office tower, a 430 unit residential tower and a 300 room Hyatt Regency hotel. The joint venture started the expansion project in October 2011. The office tower commenced occupancy in July 2014 and the joint venture expects the balance of the project to be completed in early 2015. The total cost of the project is estimated to be $524.0 million, with $262.0 million estimated to be the Company's pro rata share. The Company has funded $235.0 million of the total $470.0 million incurred by the joint venture as of December 31, 2014.

In November 2013, the Company started construction on the 175,000 square foot expansion of Fashion Outlets of Niagara Falls USA, a 686,000 square foot outlet center in Niagara Falls, New York. The Company completed the project in October 11-1-14. As of December 31, 2014, the Company had incurred $84.3 million of development costs.

In February 2014, the Company's joint venture in Broadway Plaza started construction on the 235,000 square foot expansion of the 774,000 square foot regional shopping center in Walnut Creek, California. The joint venture expects to complete the project in phases with the first phase anticipated to be completed in Fall 9/1/15. The total cost of the project is estimated to be $270.0 million, with $135.0 million estimated to be the Company's pro rata share. The Company has funded $45.0 million of the total $90.1 million incurred by the joint venture as of December 31, 2014.

Other Transactions and Events:

On April 23, 2012, Valley View Center was sold by the receiver for $33.5 million, which resulted in a gain on the extinguishment of debt of $104.0 million.

On May 31, 2012, the Company conveyed Prescott Gateway, a 584,000 square foot regional shopping center in Prescott, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $16.3 million.

In December 2012, the Company recognized an impairment charge of $24.6 million on Fiesta Mall, a 933,000 square foot regional shopping center in Mesa, Arizona, to write down the carrying value of the long-lived assets to their estimated fair value due to a reduction in the estimated holding period of the property. On September 30, 2013, the Company conveyed Fiesta Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $1.3 million.

On January 1, 2015, the mortgage note payable on Great Northern Mall, an 895,000 square foot regional shopping center in Clay, New York, went into maturity default. The mortgage note payable is a non-recourse loan. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver. Consequently, Great Northern Mall has been excluded from certain 2014 performance metrics and related discussions, including tenant sales per square foot, occupancy rates and releasing spreads (See "Results of Operations").

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Inflation:

In the last five years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index ("CPI"). In addition, approximately 5% to 12% of the leases for spaces 10,000 square feet and under expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, certain leases require the tenants to pay their pro rata share of operating expenses.

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, capitalization of costs and fair value measurements. The Company's significant accounting policies are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company's Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical.

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, 71% of the Mall Store and Freestanding Store leases contain provisions for CPI rent increases periodically throughout the term of the lease. The Company believes that using an annual multiple of CPI increases, rather than fixed contractual rent increases, results in revenue recognition that more closely matches the cash revenue from each lease and will provide more consistent rent growth throughout the term of the leases. Percentage rents are recognized when the tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases.

Property:

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

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

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

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Capitalization of Costs:

The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete.

Acquisitions:

The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal term of the acquired leases. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space. The initial allocation of purchase price is based on management's preliminary assessment, which may change when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which does not exceed one year. The purchase price allocation is described as preliminary if it is not yet final. The use of different assumptions in the allocation of the purchase price of the acquired assets and liabilities assumed could affect the timing of recognition of the related revenues and expenses.

The Company immediately expenses costs associated with business combinations as period costs.

Remeasurement gains are recognized when the Company obtains control of an existing equity method investment to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment.

Asset Impairment:

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

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

Fair Value of Financial Instruments:

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

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

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

Deferred Charges:

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's provision of leasing arrangements at the Centers, the related cash flows are classified as investing activities within the Company's consolidated statements of cash flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. The ranges of the terms of the agreements are as follows:

Deferred lease costs	1 - 15 years
Deferred financing costs	1 - 15 years

Results of Operations

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Acquisition Properties and the Redevelopment Properties as defined below.

For purposes of the discussion below, the Company defines "Same Centers" as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison. Non-Same Centers for comparison purposes include recently acquired properties (“Acquisition Properties”), those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”) and properties that have been disposed of in 2014 ("Disposition Properties"). The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all consolidated Centers, excluding the Acquisition Properties, the Redevelopment Properties and the Disposition Properties for the periods of comparison.

For comparison of the year endedDecember 31, 2014 to the year endedDecember 31, 2013, the Acquisition Properties include Green Acres Mall, Green Acres Adjacent, Camelback Colonnade, Superstition Springs Center, Cascade Mall and the PPRLP Queens Portfolio. For comparison of the year endedDecember 31, 2013 to the year endedDecember 31, 2012, the Acquisition Properties include 500 North Michigan Avenue, FlatIron Crossing, Arrowhead Towne Center, Kings Plaza Shopping Center, Green Acres Mall, Green Acres Adjacent, Camelback Colonnade and Superstition Springs Center. The increase in revenues and expenses of the Acquisition Properties from the year ended December 31, 2013 to the year ended December 31, 2014 is primarily due to the acquisitions of Superstition Springs Center and the PPRLP Queens Portfolio (See

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"Acquisitions and Dispositions" in Management's Overview and Summary). The increase in revenues and expenses of the Acquisition Properties from the year ended December 31, 2012 to the year ended December 31, 2013 is primarily due to the acquisitions of Kings Plaza Shopping Center and Green Acres Mall (See "Acquisitions and Dispositions" in Management's Overview and Summary).

For the comparison of the year endedDecember 31, 2014 to the year endedDecember 31, 2013, the "Redevelopment Properties" are Fashion Outlets of Chicago, Paradise Valley Mall, SouthPark Mall, Fashion Outlets of Niagara Falls USA and Westside Pavilion. For the comparison of the year endedDecember 31, 2013 to the year endedDecember 31, 2012, the "Redevelopment Properties" are Fashion Outlets of Chicago and Paradise Valley Mall. The change in revenues and expenses at the Redevelopment Properties for the comparison of the year endedDecember 31, 2014 to the year endedDecember 31, 2013 and the comparison of the year ended December 31, 2013 to the year ended December 31, 2012 is primarily due to the opening of Fashion Outlets of Chicago on August 1, 2013.

On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-08, which amended the definition of discontinued operations and requires additional disclosures for disposal transactions that do not meet the revised discontinued operations criteria. The Company adopted this pronouncement on January 1, 2014. As a result, the disposition of properties during the year endedDecember 31, 2014 have been included in the results of continuing operations instead of discontinued operations. For comparison of the year endedDecember 31, 2014 to the year endedDecember 31, 2013, the Disposition Properties include Rotterdam Square, Somersville Towne Center, Lake Square Mall, South Towne Center and Camelback Colonnade. Properties disposed of prior to January 1, 2014 have been included in discontinued operations.

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

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

Tenant sales per square foot increased from $562 for the twelve months ended December 31, 2013 to $587 for the twelve months ended December 31, 2014. Occupancy rate increased from 94.6% at December 31, 2013 to 95.8% at December 31, 2014. Releasing spreads increased 22.0% for the twelve months ended December 31, 2014. These calculations exclude Centers under development or redevelopment and property dispositions (See "Acquisitions and Dispositions" in Management's Overview and Summary). As discussed above, Great Northern Mall was excluded for the twelve months ended December 31, 2014 (See "Other Transactions and Events" in Management's Overview and Summary).

Releasing spreads remained positive as the Company was able to lease available space at average higher rents than the expiring rental rates, resulting in a releasing spread of $9.82 per square foot ($54.48 on new and renewal leases executed compared to $44.66 on leases expiring), representing a 22.0% increase for the trailing twelve months ended December 31, 2014. The Company expects that releasing spreads will continue to be positive for 2015 as it renews or relets leases that are scheduled to expire. These leases that are scheduled to expire represent 1.0 million square feet of the Centers, accounting for 11.0% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2014.

During the trailing twelve months ended December 31, 2014, the Company signed 315 new leases and 361 renewal leases comprising approximately 1.3 million square feet of GLA, of which 1.1 million square feet related to the consolidated Centers. The annual initial average base rent for new and renewal leases was $54.48 per square foot for the trailing twelve months ended December 31, 2014 with an average tenant allowance of $19.54 per square foot.

Comparison of Years Ended December 31, 2014 and 2013

Revenues:

Minimum and percentage rents (collectively referred to as "rental revenue") increased by $56.7 million, or 9.4%, from 2013 to 2014. The increase in rental revenue is attributed to an increase of $41.3 million from the Acquisition Properties, $14.7 million from the Redevelopment Properties and $7.1 million from the Same Centers offset in part by a decrease of $6.4 million from the Disposition Properties. The increase at the Same Centers is primarily attributed to an increase in releasing spreads and an increase in tenant occupancy.

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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 $6.6 million in 2013 to $9.1 million in 2014. The amortization of straight-line rents decreased from $7.5 million in 2013 to $5.8 million in 2014. Lease termination income increased from $3.3 million in 2013 to $9.1 million in 2014.

Tenant recoveries increased$23.3 million, or 6.9%, from 2013 to 2014. The increase in tenant recoveries is attributed to an increase of $17.9 million from the Acquisition Properties, $7.5 million from the Redevelopment Properties and $0.7 million from the Same Centers offset in part by a decrease of $2.8 million from the Disposition Properties.

Management Companies' revenue decreased from $40.2 million in 2013 to $34.0 million in 2014. The decrease is primarily due to a reduction in management fees from the sale of Kitsap Mall, Redmond Town Center and Ridgmar Mall in 2013, the sale of Cascade Mall in 2014, the conversion of Superstition Springs Center to a consolidated Center in 2013 and the conversion of the PPRLP Queens Portfolio to consolidated Centers in 2014 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

Shopping Center and Operating Expenses:

Shopping center and operating expenses increased$23.7 million, or 7.2%, from 2013 to 2014. The increase in shopping center and operating expenses is attributed to an increase of $19.7 million from the Acquisition Properties and $13.4 million from the Redevelopment Properties offset in part by a decrease of $6.8 million from the Disposition Properties and $2.6 million from the Same Centers.

Management Companies' Operating Expenses:

Management Companies' operating expenses decreased$5.0 million from 2013 to 2014 due to a decrease in compensation costs.

REIT General and Administrative Expenses:

REIT general and administrative expenses increased by $1.6 million from 2013 to 2014 primarily due to the transaction costs in connection with the acquisition of Cascade Mall, The Gallery and the PPRLP Queens Portfolio in 2014.

Depreciation and Amortization:

Depreciation and amortization increased$21.6 million from 2013 to 2014. The increase in depreciation and amortization is primarily attributed to an increase of $28.5 million from the Acquisition Properties and $6.6 million from the Redevelopment Properties offset in part by a decrease of $12.0 million from the Same Centers and $1.5 million from the Disposition Properties.

Interest Expense:

Interest expense decreased$6.6 million from 2013 to 2014. The decrease in interest expense is primarily attributed to a decrease of $5.6 million from reduced borrowings under the line of credit, $5.2 million from the Same Centers, $1.3 million from the Disposition Properties and $0.4 million from the term loan offset in part by an increase of $5.8 million from the Acquisition Properties and $0.1 million from the Redevelopment Properties.

The above interest expense items are net of capitalized interest, which increased from $10.8 million in 2013 to $12.6 million in 2014.

Loss (Gain) on Early Extinguishment of Debt, net:

The change in loss (gain) on early extinguishment of debt was $11.0 million from 2013 to 2014, resulting from a loss on early extinguishment of debt of $9.6 million in 2014 compared to a gain on early extinguishment of debt of $1.4 million in 2013. This change is primarily due to the one-time charge of $9.0 million in connection with the early extinguishment of the mortgage notes payable on Fresno Fashion Fair and Vintage Faire Mall in 2014 (See "Financing Activities" in Management's Overview and Summary).

Equity in Income of Unconsolidated Joint Ventures:

Equity in income of unconsolidated joint ventures decreased$107.0 million from 2013 to 2014. The decrease is primarily attributed to the Company's share of the gain on the sales in 2013 of Redmond Town Center Office of $44.4 million, Kitsap Mall of $28.1 million, Redmond Town Center of $18.3 million and Ridgmar Mall of $3.1 million (See "Acquisitions and Dispositions" in Management's Overview and Summary).

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Gain (Loss) on Sale or Write down of Assets, net:

The change in gain (loss) on sale or write down of assets, net was $151.5 million from 2013 to 2014, resulting from a loss of $78.1 million in 2013 to a gain of $73.4 million in 2014. This change is primarily attributed to the gain on the sales of Wilshire Boulevard of $9.0 million, South Towne Center of $121.9 million and Camelback Colonnade of $24.6 million in 2014 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

Gain on Remeasurement of Assets:

Gain on remeasurement of assets increased$1.4 billion from 2013 to 2014. The increase is due to the remeasurement gain of $1.4 billion from the acquisition of the PPRLP Queens Portfolio in 2014 offset in part by the remeasurement gain of $36.3 million from the acquisition of Camelback Colonnade and $14.9 million from the acquisition of Superstition Springs Center in 2013 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

Total Income from Discontinued Operations:

Total income from discontinued operations of $289.9 million in 2013 was primarily due to the gain on sales of Green Tree Mall of $59.8 million, Northridge Mall and Rimrock Mall of $82.2 million and Chesterfield Towne Center and Centre at Salisbury of $151.5 million (See "Acquisitions and Dispositions" in Management's Overview and Summary). Due to the adoption of ASU 2014-08 on January 1, 2014, there was no income from discontinued operations in 2014.

Net Income:

Net income increased$1.2 billion from 2013 to 2014. The increase in net income is primarily attributed to an increase of$1.4 billion from gain on remeasurement of assets offset in part by a decrease of $289.9 million of total income from discontinued operations as discussed above.

Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO—diluted increased2.9% from $527.6 million in 2013 to $542.8 million in 2014. For a reconciliation of FFO and FFO—diluted to net income available to common stockholders, the most directly comparable GAAP financial measure, see "Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")" below.

Operating Activities:

Cash provided by operating activities decreased from $422.0 million in 2013 to $400.7 million in 2014. The decrease was primarily due to changes in assets and liabilities and the results as discussed above.

Investing Activities:

Cash used in investing activities increased $527.7 million from 2013 to 2014. The increase in cash used in investing activities was primarily due to a decrease in distributions from unconsolidated joint ventures of $539.8 million, an increase in contributions to unconsolidated joint ventures of $238.7 million, a decrease in proceeds from the sale of assets of $96.0 million and a decrease in restricted cash of $64.0 million offset in part by a decrease in the acquisitions of property of $501.0 million.

The decrease in distributions from unconsolidated joint ventures is primarily attributed to the distribution of the Company's share of net proceeds from the refinancing of the mortgage note payable on Tysons Corner Center in 2013 and the Company's share of cash proceeds from the sales of Kitsap Mall, Redmond Town Center and Redmond Town Center Office in 2013 (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary). The increase in contributions to unconsolidated joint ventures is due to the acquisition of The Gallery and the Company's share of the development costs at Tysons Corner Center and Broadway Plaza in 2014. The decrease in acquisitions of property is due to the acquisition of Green Acres Mall in 2013.

Financing Activities:

Cash used in financing activities decreased $560.3 million from 2013 to 2014. The decrease in cash used in financing activities was primarily due to a decrease in payments on mortgages, bank and other notes payable of $2.2 billion offset in part by a decrease in proceeds from mortgages, bank and other notes payable of $1.4 billion, a decrease in proceeds from stock offerings of $173.0 million, an increase in dividends and distributions of $30.2 million and the purchase of the remaining noncontrolling interest in Fashion Outlets of Chicago for $55.9 million in 2014 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

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Comparison of Years Ended December 31, 2013 and 2012

Revenues:

Rental revenue increased by $132.6 million, or 28.3%, from 2012 to 2013. The increase in rental revenue is attributed to an increase of $114.4 million from the Acquisition Properties, $9.6 million from the Same Centers and $8.6 million from the Redevelopment Properties. The increase at the Same Centers is primarily attributed to an increase in releasing spreads and an increase in tenant occupancy.

The amortization of above and below-market leases increased from $5.2 million in 2012 to $6.6 million in 2013. The amortization of straight-line rents increased from $5.4 million in 2012 to $7.5 million in 2013. Lease termination income decreased from $4.6 million in 2012 to $3.3 million in 2013.

Tenant recoveries increased by $90.2 million, or 36.4%, from 2012 to 2013. The increase in tenant recoveries is primarily attributed to an increase of $80.5 million from the Acquisition Properties, $5.1 million from the Same Centers and $4.6 million from the Redevelopment Properties. The increase at the Same Centers is due to an increase in rent and tenant occupancy.

Management Companies' revenue decreased from $41.2 million in 2012 to $40.2 million in 2013. The decrease is primarily due to a reduction in management fees as a result of the sales of Kitsap Mall, Redmond Town Center and Ridgmar Mall in 2013 and the conversions of Arrowhead Towne Center and FlatIron Crossing from joint ventures to consolidated Centers in 2012 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

Other revenues increased$10.3 million, or 25.7%, from 2012 to 2013. The increase in other revenues is attributed to an increase of $8.4 million from the Acquisition Properties and $2.1 million from the Redevelopment Properties offset in part by a decrease of $0.2 million from the Same Centers.

Shopping Center and Operating Expenses:

Shopping center and operating expenses increased$77.9 million, or 30.9%, from 2012 to 2013. The increase in shopping center and operating expenses is attributed to an increase of $76.4 million from the Acquisition Properties and $4.8 million from the Redevelopment Properties offset in part by a decrease of $3.3 million from the Same Centers. The decrease at the Same Centers is primarily due to a decrease in property taxes and operations and maintenance costs.

Management Companies' Operating Expenses:

Management Companies' operating expenses increased$7.9 million from 2012 to 2013 due to an increase in compensation costs.

REIT General and Administrative Expenses:

REIT general and administrative expenses increased by $7.4 million from 2012 to 2013 due to an increase in share and unit-based compensation costs.

Depreciation and Amortization:

Depreciation and amortization increased$79.5 million from 2012 to 2013. The increase in depreciation and amortization is primarily attributed to an increase of $79.0 million from the Acquisition Properties and $2.4 million from the Redevelopment Properties offset in part by a decrease of $1.9 million from the Same Centers.

Interest Expense:

Interest expense increased$32.9 million from 2012 to 2013. The increase in interest expense was primarily attributed to increases of $34.7 million from the Acquisition Properties and $5.0 million from the Same Centers offset in part by decreases of $4.7 million from the Senior Notes, which were paid off in full in March 2012 (See Liquidity and Capital Resources), $1.6 million from reduced borrowings under the line of credit, $0.1 million from the term loan and $0.4 million from the Redevelopment Properties.

The above interest expense items are net of capitalized interest, which increased from $10.7 million in 2012 to $10.8 million in 2013 due to an increase in interest rates in 2013.

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Equity in Income of Unconsolidated Joint Ventures:

Equity in income of unconsolidated joint ventures increased$88.3 million from 2012 to 2013.

The increase is primarily attributed to the Company's share of the gains on the sales in 2013 of Redmond Town Center Office of $44.4 million, Kitsap Mall of $28.1 million, Redmond Town Center of $18.3 million and Ridgmar Mall of $3.1 million offset in part by the Company's share of the gain on the sale of SanTan Village Power Center of $11.5 million in 2012. (See "Acquisitions and Dispositions" in Management's Overview and Summary)

Gain (Loss) on Sale or Write down of Assets, net:

Gain (loss) on sale or write down of assets, net changed $106.8 million from 2012 to 2013, resulting from a gain of $28.7 million in 2012 to a loss of $78.1 million in 2013. The change is primarily attributed to the $48.5 million gain on the sales of the Company's ownership interests in Chandler Festival, Chandler Village Center, Chandler Gateway and NorthPark Center in 2012 and the $82.2 million impairment loss in 2013 offset in part by the $19.4 million write-off of development costs in 2012.

Gain on Remeasurement of Assets:

The gain on remeasurement of assets decreased$148.8 million from 2012 to 2013. The decrease is primarily attributed to remeasurement gains of $200.0 million from the purchase of ownership interests in Arrowhead Towne Center and FlatIron Crossing in 2012 offset in part by the remeasurement gains of $51.2 million from the purchase of ownership interests in Camelback Colonnade and Superstition Springs Center in 2013 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

Total Income from Discontinued Operations:

Total income from discontinued operations increased$226.7 million from 2012 to 2013. The increase in income from discontinued operations is primarily due to the $293.4 million of gain on the sales of Green Tree Mall, Northridge Mall, Rimrock Mall, Chesterfield Towne Center and Centre at Salisbury in 2013 offset in part by the $24.6 million impairment loss on Fiesta Mall in 2012 (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary). This overall increase was offset in part by the $77.0 million gain on the sales and dispositions of Valley View Center, Prescott Gateway, Carmel Plaza and Hilton Village in 2012 (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary).

Net Income:

Net income increased$82.6 million from 2012 to 2013. The increase in net income is primarily attributed to increases of $226.7 million from discontinued operations, $88.3 million from equity in income of unconsolidated joint ventures and $27.9 million from the operating results of the consolidated properties offset in part by a decrease of $148.8 million from gains on remeasurement of assets and $106.8 million from gain on sale or write down of assets, net, as discussed above.

Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO—diluted decreased8.7% from $577.9 million in 2012 to $527.6 million in 2013. For a reconciliation of FFO and FFO—diluted to net income available to common stockholders, the most directly comparable GAAP financial measure, see "Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")" below.

Operating Activities:

Cash provided by operating activities increased from $351.3 million in 2012 to $422.0 million in 2013. The increase was primarily due to changes in assets and liabilities and the results of the Acquisition Properties as discussed above.

Investing Activities:

Cash provided by investing activities increased$1.2 billion from 2012 to 2013. The increase in cash provided by investing activities was primarily due to a decrease in the acquisitions of property of $545.6 million, an increase in distributions from unconsolidated joint ventures of $295.8 million and an increase in proceeds from the sale of assets of $279.4 million. The increase in distributions from unconsolidated joint ventures is primarily attributed to the distribution of the Company's share of net proceeds from the refinancing of the mortgage note payable on Tysons Corner Center in 2013 and the Company's share of cash proceeds from the sales of Kitsap Mall, Redmond Town Center and Redmond Town Center Office in 2013 (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary).

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Financing Activities:

Cash used in financing activities increased $1.3 billion from 2012 to 2013. The increase in cash used in financing activities was primarily due to an increase in payments on mortgages, bank and other notes payable of $679.2 million and a decrease in proceeds from mortgages, bank and other notes payable of $620.7 million.

Liquidity and Capital Resources

The Company anticipates meeting its liquidity needs for its operating expenses and debt service and dividend requirements for the next twelve months through cash generated from operations, working capital reserves and/or borrowings under its unsecured line of credit.

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

(Dollars in thousands)	2014		2013		2012
Consolidated Centers:
Acquisitions of property and equipment (1)	$	97,919	$	591,565	$	1,313,091
Development, redevelopment, expansion and renovation of Centers	197,934		164,340		158,474
Tenant allowances	30,464		20,949		18,116
Deferred leasing charges	26,605		23,926		23,551
	$	352,922	$	800,780	$	1,513,232
Joint Venture Centers (at Company's pro rata share):
Acquisitions of property and equipment	$	158,792	$	8,182	$	5,080
Development, redevelopment, expansion and renovation of Centers	201,843		118,764		79,642
Tenant allowances	4,847		8,086		6,422
Deferred leasing charges	2,965		3,331		4,215
	$	368,447	$	138,363	$	95,359

_______________________________________________________________________________

(1) Acquisitions of property and equipment excludes the acquisition of the PPRLP Queens Portfolio, which was funded by the direct issuance of approximately $1.2 billion of common stock of the Company and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672.1 million (See "Acquisitions and Dispositions" in Management's Overview and Summary).

The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be comparable or less than 2014 and that capital for those expenditures will be available from working capital, cash flow from operations, borrowings on property specific debt or unsecured corporate borrowings. The Company expects to incur between $300 million and $400 million during the next twelve months for development, redevelopment, expansion and renovations. Capital for these major expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of debt or equity financings, which are expected to include borrowings under the Company's line of credit and construction loans. The Company has also generated liquidity in the past through equity offerings and issuances, property refinancings, joint venture transactions and the sale of non-core assets. Furthermore, the Company has filed a shelf registration statement, which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights, stock purchase contracts and units that may be sold from time to time by the Company.

On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See "Acquisitions and Dispositions" in Management's Overview and Summary), the Company issued 17,140,845 shares of common stock having a value of approximately $1.2 billion, based on the closing price of the Company's common stock on the date of the transaction.

The capital and credit markets can fluctuate and, at times, limit access to debt and equity financing for companies. As demonstrated by the Company's activity, including through the 2012 ATM Program and the 2014 ATM Program (as defined below) and its $1.5 billion line of credit, as discussed below, the Company has been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions. Many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions. In the event that the Company has significant tenant defaults as a result of the overall economy and general market conditions, the Company could have a decrease in cash flow from operations, which could result in increased borrowings under its line of credit. These events could result in an increase in the Company's proportion of floating rate debt, which would cause it to be subject to interest rate fluctuations in the future.

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The Company had an equity distribution agreement ("2012 Distribution Agreement") with a number of sales agents (the "2012 ATM Program") to issue and sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500 million (the “2012 ATM Shares”). Sales of the 2012 ATM Shares were permitted to be made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering, which includes sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. During the year ended December 31, 2013, the Company sold 2,456,956 shares of common stock under the 2012 ATM Program in exchange for aggregate gross proceeds of $173.0 million and net proceeds of $171.1 million after commissions and other transaction costs. The proceeds from the sales were used to pay down the Company's line of credit.

In August 2014, in connection with the filing of a new shelf registration statement to replace the Company’s expiring registration statement, the Company terminated the 2012 Distribution Agreement and 2012 ATM Program and entered into a new equity distribution agreement with a number of sales agents to issue and sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500 million (the “2014 ATM Program” and the shares of common stock sold under such program, the “ATM Shares”).

The Company did not sell any shares under the 2012 ATM Program or the 2014 ATM Program in 2014.

As of December 31, 2014, $500 million of the ATM Shares were available to be sold under the 2014 ATM Program. The unsold 2012 ATM Shares are no longer available for issuance. Actual future sales of the ATM Shares will depend upon a variety of factors including but not limited to market conditions, the trading price of the Company's common stock and the Company's capital needs. The Company has no obligation to sell the ATM Shares under the 2014 ATM Program.

The Company's total outstanding loan indebtedness at December 31, 2014 was $7.1 billion (consisting of $6.3 billion of consolidated debt, less $0.2 billion of noncontrolling interest, plus $1.0 billion of its pro rata share of unconsolidated joint venture debt). The majority of the Company's debt consists of fixed-rate conventional mortgage notes collateralized by individual properties. The Company expects that all of the maturities during the next twelve months, except Great Northern Mall, will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand. The mortgage note payable on Great Northern Mall, which went into maturity default on January 1, 2015, is a non-recourse loan.  The Company is working with the loan servicer and expects the property will be transferred to the loan servicer or a receiver.

The Company has a $1.5 billion revolving line of credit facility that provides for an interest rate of LIBOR plus a spread of 1.38% to 2.0%, depending on the Company's overall leverage levels, and matures on August 6, 2018. Based on the Company's leverage level as of December 31, 2014, the borrowing rate on the facility was LIBOR plus 1.50%. In addition, the line of credit can be expanded, depending on certain conditions, up to a total facility of $2.0 billion. All obligations under the facility are unconditionally guaranteed only by the Company. At December 31, 2014, total borrowings under the line of credit were $752.0 million with an average effective interest rate of 1.89%.

The Company has a $125.0 million unsecured term loan under the Company's line of credit that bears interest at LIBOR plus a spread of 1.95% to 3.20%, depending on the Company's overall leverage levels, and matures on December 8, 2018. Based on the Company's leverage level at December 31, 2014, the borrowing rate was LIBOR plus 2.20%. As of December 31, 2014, the total interest rate was 2.25%.

At December 31, 2014, the Company was in compliance with all applicable loan covenants under its agreements.

At December 31, 2014, the Company had cash and cash equivalents of $84.9 million.

Off-Balance Sheet Arrangements:

The Company accounts for its investments in joint ventures that it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the consolidated balance sheets of the Company as investments in unconsolidated joint ventures.

In addition, one joint venture has secured debt that could become recourse debt to the Company in excess of the Company's pro rata share, should the joint venture be unable to discharge the obligation of the related debt. At December 31, 2014, the balance of the debt that could become recourse to the Company was $33.5 million offset in part by an indemnity agreement from a joint venture partner for $16.8 million. The maturity of the recourse debt, net of indemnification, is $16.8 million in 2015.

Additionally, as of December 31, 2014, the Company is contingently liable for $18.4 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

54

Contractual Obligations:

The following is a schedule of contractual obligations as of December 31, 2014 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)	$	7,402,181	$	435,934	$	1,131,924	$	3,317,085	$	2,517,238
Operating lease obligations(1)	376,910		15,449		30,929		21,163		309,369
Purchase obligations(1)	41,205		41,205		—		—		—
Other long-term liabilities	402,600		363,436		3,299		3,652		32,213
	$	8,222,896	$	856,024	$	1,166,152	$	3,341,900	$	2,858,820

_______________________________________________________________________________

(1) See Note 16—Commitments and Contingencies in the Company's Notes to the Consolidated Financial Statements.

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

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

Adjusted FFO ("AFFO") excludes the FFO impact of Shoppingtown Mall and Valley View Center for the years ended December 31, 2012 and 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. In July 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date, resulting in a gain on extinguishment of debt of $104.0 million. On May 31, 2012, the Company conveyed Prescott Gateway to the lender by a deed-in-lieu of foreclosure and the debt was forgiven resulting in a gain on extinguishment of debt of $16.3 million. AFFO excludes the gain on extinguishment of debt on Prescott Gateway for the twelve months ended December 31, 2012.

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

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

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

55

The following reconciles net income attributable to the Company to FFO and FFO-diluted for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 and FFO and FFO—diluted to AFFO and AFFO—diluted for the same periods (dollars and shares in thousands):

	2014			2013			2012			2011			2010
Net income attributable to the Company	$	1,499,042		$	420,090		$	337,426		$	156,866		$	25,190
Adjustments to reconcile net income attributable to the Company to FFO—basic:
Noncontrolling interests in the Operating Partnership	105,584			29,637			27,359			13,529			2,497
(Gain) loss on sale or write down of consolidated assets, net	(73,440		)	(207,105		)	40,381			79,940			(474		)
Gain on remeasurement of consolidated assets	(1,423,136		)	(51,205		)	(199,956		)	(3,602		)	—
Add: gain (loss) on undepreciated assets—consolidated assets	1,396			2,546			(390		)	2,277			—
Add: noncontrolling interests share of gain (loss) on sale of assets—consolidated joint ventures	146			(2,082		)	1,899			(1,441		)	2
Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1)	1,237			(94,372		)	(2,019		)	(200,828		)	(823		)
Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1)	2,621			602			1,163			51			613
Depreciation and amortization on consolidated assets	378,716			374,425			307,193			269,286			246,812
Less: noncontrolling interests in depreciation and amortization—consolidated joint ventures	(20,700		)	(19,928		)	(18,561		)	(18,022		)	(17,979		)
Depreciation and amortization—unconsolidated joint ventures(1)	82,570			86,866			96,228			115,431			109,906
Less: depreciation on personal property	(11,282		)	(11,900		)	(12,861		)	(13,928		)	(14,436		)
FFO—basic and diluted	542,754			527,574			577,862			399,559			351,308
Loss (gain) on early extinguishment of debt, net—consolidated assets	9,551			(2,684		)	—			10,588			(3,661		)
(Gain) loss on early extinguishment of debt, net—unconsolidated joint ventures(1)	—			(352		)	—			(7,852		)	689
FFO excluding early extinguishment of debt, net—diluted	552,305			524,538			577,862			402,295			348,336
Shoppingtown Mall	—			—			422			3,491			—
Valley View Center	—			—			(101,105		)	8,786			—
Prescott Gateway	—			—			(16,296		)	—			—
AFFO and AFFO—diluted	$	552,305		$	524,538		$	460,883		$	414,572		$	348,336
Weighted average number of FFO shares outstanding for:
FFO—basic(2)	153,224			149,444			144,937			142,986			132,283
Adjustments for the impact of dilutive securities in computing FFO—diluted:
Share and unit-based compensation	147			82			—			—			—
FFO—diluted(3)	153,371			149,526			144,937			142,986			132,283

_______________________________________________________________________________

(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. During the years ended December 31, 2014, 2013, 2012, 2011 and 2010, there were 10.1 million, 9.8 million, 10.9 million, 11.4 million and 11.6 million OP Units outstanding, respectively.

(3) The computation of FFO and AFFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the Senior Notes using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO and AFFO-diluted computation.

56

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

The following table sets forth information as of December 31, 2014 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands):

	Expected Maturity Date
	For the years ending December 31,
	2015			2016			2017			2018			2019			Thereafter			Total			Fair Value
CONSOLIDATED CENTERS:
Long term debt:
Fixed rate	$	424,490		$	661,154		$	181,431		$	872,348		$	604,023		$	2,420,546		$	5,163,992		$	5,214,971
Average interest rate	2.70		%	4.02		%	2.48		%	3.02		%	3.60		%	3.99		%	3.63		%
Floating rate	—			67,500			183,908			—			877,000			—			1,128,408			1,085,429
Average interest rate	—		%	1.98		%	2.99		%	—		%	1.94		%	—		%	2.11		%
Total debt—Consolidated Centers	$	424,490		$	728,654		$	365,339		$	872,348		$	1,481,023		$	2,420,546		$	6,292,400		$	6,300,400
UNCONSOLIDATED JOINT VENTURE CENTERS:
Long term debt (at Company's pro rata share):
Fixed rate	$	83,991		$	156,563		$	14,405		$	14,941		$	15,498		$	597,130		$	882,528		$	893,519
Average interest rate	5.76		%	7.04		%	3.67		%	3.67		%	3.68		%	3.72		%	4.50		%
Floating rate	14,382			26,131			1,204			73,641			—			—			115,358			113,358
Average interest rate	3.07		%	3.36		%	2.16		%	2.23		%	—		%	—		%	2.59		%
Total debt—Unconsolidated Joint Venture Centers	$	98,373		$	182,694		$	15,609		$	88,582		$	15,498		$	597,130		$	997,886		$	1,006,877

The Consolidated Centers' total fixed rate debt at December 31, 2014 and 2013 was $5.2 billion and $4.1 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2014 and 2013 was 3.63% and 4.25%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2014 and 2013 was $1.1 billion and $0.5 billion, respectively. The average interest rate on such floating rate debt at December 31, 2014 and 2013 was 2.11% and 2.59%, respectively.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2014 and 2013 was $0.9 billion and $1.6 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2014 and 2013 was 4.50% and 4.60%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2014 and 2013 was $115.4 million and $115.9 million, respectively. The average interest rate on such floating rate debt at December 31, 2014 and 2013 was 2.59%.

The Company has used derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value. Interest rate cap agreements offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements effectively replace a floating rate on the notional amount with a fixed rate as noted above. As of December 31, 2014, the Company did not have any interest rate cap or swap agreements in place.

In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $12.4 million per year based on $1.2 billion of floating rate debt outstanding at December 31, 2014.

The fair value of the Company's long-term debt is estimated based on a present value model utilizing interest rates that reflect the risks associated with long-term debt of similar risk and duration. In addition, the method of computing fair value for mortgage notes payable included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt (See Note 8—Mortgage Notes Payable and Note 9—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements).

57

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on their evaluation as of December 31, 2014, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). The Company's management concluded that, as of December 31, 2014, its internal control over financial reporting was effective based on this assessment.

KPMG LLP, the independent registered public accounting firm that audited the Company's 2014, 2013 and 2012 consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the Company's internal control over financial reporting which follows below.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

58

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

The Macerich Company:

We have audited The Macerich Company’s (the Company) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, The Macerich Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity and cash flows for each of the years in the three‑year period ended December 31, 2014, and our report dated February 23, 2015 expressed an unqualified opinion on those consolidated financial statements

/s/ KPMG LLP

Los Angeles, California

February 23, 2015

59

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There is hereby incorporated by reference the information which appears under the captions "Information Regarding our Director Nominees," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Audit Committee Matters" in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and employees. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. In addition, the Company has adopted a Code of Ethics for CEO and Senior Financial Officers which supplements the Code of Business Conduct and Ethics applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission for those officers. To the extent required by applicable rules of the Securities and Exchange Commission and the New York Stock Exchange, the Company intends to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on the Company’s website at www.macerich.com under "Investing—Corporate Governance-Code of Ethics." Each of these Codes of Conduct is available on the Company’s website at www.macerich.com under "Investing—Corporate Governance."

During 2014, there were no material changes to the procedures described in the Company's proxy statement relating to the 2014 Annual Meeting of Stockholders by which stockholders may recommend director nominees to the Company.

ITEM 11.    EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information which appears under the captions "Compensation of Directors," "Compensation Committee Report," "Compensation Discussion and Analysis," "Executive Compensation" and "Compensation Committee Interlocks and Insider Participation" in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders that is responsive to the information required by this Item.

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

There is hereby incorporated by reference the information which appears under the captions "Principal Stockholders," "Information Regarding Our Director Nominees," "Executive Officers" and "Equity Compensation Plan Information" in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders that is responsive to the information required by this Item.

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

There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" and "The Board of Directors and its Committees" in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders that is responsive to the information required by this Item.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

There is hereby incorporated by reference the information which appears under the captions "Principal Accountant Fees and Services" and "Audit Committee Pre-Approval Policy" in the Company's definitive proxy statement for its 2015 Annual Meeting of Stockholders that is responsive to the information required by this Item.

60

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

			Page
(a) and (c)	1	Financial Statements
		Report of Independent Registered Public Accounting Firm	62
		Consolidated balance sheets as of December 31, 2014 and 2013	63
		Consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012	64
		Consolidated statements of equity for the years ended December 31, 2014, 2013 and 2012	65
		Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012	68
		Notes to consolidated financial statements	70
	2	Financial Statement Schedule
		Schedule III—Real estate and accumulated depreciation	112

61

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

The Macerich Company:

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity and cash flows for each of the years in the three‑year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule III - Real Estate and Accumulated Depreciation. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Macerich Company and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule III - Real Estate and Accumulated Depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in note 2 to the consolidated financial statements, the Company changed its method for reporting discontinued operations in 2014 due to the adoption of FASB Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 23, 2015, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Los Angeles, California

February 23, 2015

62

THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

	December 31,
	2014		2013
ASSETS:
Property, net	$	11,067,890	$	7,621,766
Cash and cash equivalents	84,907		69,715
Restricted cash	13,530		16,843
Tenant and other receivables, net	132,026		99,497
Deferred charges and other assets, net	759,061		533,058
Loans to unconsolidated joint ventures	—		2,756
Due from affiliates	80,232		30,132
Investments in unconsolidated joint ventures	984,132		701,483
Total assets	$	13,121,778	$	9,075,250
LIABILITIES AND EQUITY:
Mortgage notes payable:
Related parties	$	289,039	$	269,381
Others	5,115,482		4,145,809
Total	5,404,521		4,415,190
Bank and other notes payable	887,879		167,537
Accounts payable and accrued expenses	115,406		76,941
Other accrued liabilities	568,716		363,158
Distributions in excess of investments in unconsolidated joint ventures	29,957		252,192
Co-venture obligation	75,450		81,515
Total liabilities	7,081,929		5,356,533
Commitments and contingencies
Equity:
Stockholders' equity:
Common stock, $0.01 par value, 250,000,000 shares authorized, 158,201,996 and 140,733,683 shares issued and outstanding at December 31, 2014 and 2013, respectively	1,582		1,407
Additional paid-in capital	5,041,797		3,906,148
Retained earnings (accumulated deficit)	596,741		(548,806		)
Total stockholders' equity	5,640,120		3,358,749
Noncontrolling interests	399,729		359,968
Total equity	6,039,849		3,718,717
Total liabilities and equity	$	13,121,778	$	9,075,250

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

63

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

	For The Years Ended December 31,
	2014			2013			2012
Revenues:
Minimum rents	$	633,571		$	578,113		$	447,321
Percentage rents	24,350			23,156			21,388
Tenant recoveries	361,119			337,772			247,593
Management Companies	33,981			40,192			41,235
Other	52,226			50,242			39,980
Total revenues	1,105,247			1,029,475			797,517
Expenses:
Shopping center and operating expenses	353,505			329,795			251,923
Management Companies' operating expenses	88,424			93,461			85,610
REIT general and administrative expenses	29,412			27,772			20,412
Depreciation and amortization	378,716			357,165			277,621
	850,057			808,193			635,566
Interest expense:
Related parties	15,134			15,016			15,386
Other	175,555			182,231			149,006
	190,689			197,247			164,392
Loss (gain) on early extinguishment of debt, net	9,551			(1,432		)	—
Total expenses	1,050,297			1,004,008			799,958
Equity in income of unconsolidated joint ventures	60,626			167,580			79,281
Co-venture expense	(9,490		)	(8,864		)	(6,523		)
Income tax benefit	4,269			1,692			4,159
Gain (loss) on sale or write down of assets, net	73,440			(78,057		)	28,734
Gain on remeasurement of assets	1,423,136			51,205			199,956
Income from continuing operations	1,606,931			159,023			303,166
Discontinued operations:
Gain on disposition of assets, net	—			286,414			50,811
Income from discontinued operations	—			3,522			12,412
Total income from discontinued operations	—			289,936			63,223
Net income	1,606,931			448,959			366,389
Less net income attributable to noncontrolling interests	107,889			28,869			28,963
Net income attributable to the Company	$	1,499,042		$	420,090		$	337,426
Earnings per common share attributable to Company—basic:
Income from continuing operations	$	10.46		$	1.07		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.46		$	3.01		$	2.51
Earnings per common share attributable to Company—diluted:
Income from continuing operations	$	10.45		$	1.06		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.45		$	3.00		$	2.51
Weighted average number of common shares outstanding:
Basic	143,144,000			139,598,000			134,067,000
Diluted	143,291,000			139,680,000			134,148,000

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

64

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands, except per share data)

	Stockholders' Equity
	Common Stock
	Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2012	132,153,444	$	1,321	$	3,490,647		$	(678,631	)	$	2,813,337		$	351,314		$	3,164,651
Net income	—	—		—			337,426			337,426			28,963			366,389
Amortization of share and unit-based plans	566,717	6		14,964			—			14,970			—			14,970
Exercise of stock options	10,800	—		307			—			307			—			307
Exercise of stock warrants	—	—		(7,371		)	—			(7,371		)	—			(7,371		)
Employee stock purchases	20,372	—		956			—			956			—			956
Stock offering, net	2,961,903	30		175,619			—			175,649			—			175,649
Stock issued to acquire property	535,265	5		29,995			—			30,000			—			30,000
Distributions paid ($2.23) per share	—	—		—			(298,536		)	(298,536		)	—			(298,536		)
Distributions to noncontrolling interests	—	—		—			—			—			(30,694		)	(30,694		)
Contributions from noncontrolling interests	—	—		—			—			—			605			605
Other	—	—		(589		)	—			(589		)	—			(589		)
Conversion of noncontrolling interests to common shares	1,258,509	13		26,978			—			26,991			(26,991		)	—
Redemption of noncontrolling interests	—	—		(58		)	—			(58		)	(28		)	(86		)
Adjustment of noncontrolling interests in Operating Partnership	—	—		(15,553		)	—			(15,553		)	15,553			—
Balance at December 31, 2012	137,507,010	$	1,375	$	3,715,895		$	(639,741	)	$	3,077,529		$	338,722		$	3,416,251

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

65

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Dollars in thousands, except per share data)

	Stockholders' Equity
	Common Stock
	Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2012	137,507,010	$	1,375	$	3,715,895		$	(639,741	)	$	3,077,529		$	338,722		$	3,416,251
Net income	—	—		—			420,090			420,090			28,869			448,959
Amortization of share and unit-based plans	88,039	—		28,122			—			28,122			—			28,122
Exercise of stock options	2,700	—		99			—			99			—			99
Employee stock purchases	22,112	—		1,089			—			1,089			—			1,089
Stock offerings, net	2,456,956	25		171,077			—			171,102			—			171,102
Distributions paid ($2.36) per share	—	—		—			(329,155		)	(329,155		)	—			(329,155		)
Distributions to noncontrolling interests	—	—		—			—			—			(31,202		)	(31,202		)
Contributions from noncontrolling interests	—	—		—			—			—			18,079			18,079
Other	—	—		(3,561		)	—			(3,561		)	—			(3,561		)
Conversion of noncontrolling interests to common shares	656,866	7		12,977			—			12,984			(12,984		)	—
Redemption of noncontrolling interests	—	—		(733		)	—			(733		)	(333		)	(1,066		)
Adjustment of noncontrolling interests in Operating Partnership	—	—		(18,817		)	—			(18,817		)	18,817			—
Balance at December 31, 2013	140,733,683	$	1,407	$	3,906,148		$	(548,806	)	$	3,358,749		$	359,968		$	3,718,717

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

66

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Dollars in thousands, except per share data)

	Stockholders' Equity
	Common Stock						Retained Earnings (Accumulated Deficit)
	Shares	Par Value		Additional Paid-in Capital						Total Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2013	140,733,683	$	1,407	$	3,906,148		$	(548,806	)	$	3,358,749		$	359,968		$	3,718,717
Net income	—	—		—			1,499,042			1,499,042			107,889			1,606,931
Amortization of share and unit-based plans	168,379	2		34,871			—			34,873			—			34,873
Employee stock purchases	25,007	—		1,231			—			1,231			—			1,231
Stock issued to acquire properties	17,140,845	172		1,161,102			—			1,161,274			—			1,161,274
Distributions paid ($2.51) per share	—	—		—			(353,495		)	(353,495		)	—			(353,495		)
Distributions to noncontrolling interests	—	—		—			—			—			(32,230		)	(32,230		)
Change in noncontrolling interests due to acquisition/disposition of consolidated entities	—	—		(3,858		)	—			(3,858		)	(93,358		)	(97,216		)
Conversion of noncontrolling interests to common shares	134,082	1		2,409			—			2,410			(2,410		)	—
Redemption of noncontrolling interests	—	—		(157		)	—			(157		)	(79		)	(236		)
Adjustment of noncontrolling interests in Operating Partnership	—	—		(59,949		)	—			(59,949		)	59,949			—
Balance at December 31, 2014	158,201,996	$	1,582	$	5,041,797		$	596,741		$	5,640,120		$	399,729		$	6,039,849

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

67

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	For the Years Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	1,606,931		$	448,959		$	366,389
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) on early extinguishment of debt, net	526			(1,432		)	—
(Gain) loss on sale or write down of assets, net	(73,440		)	78,057			(28,734		)
Gain on remeasurement of assets	(1,423,136		)	(51,205		)	(199,956		)
Gain on disposition of assets, net from discontinued operations	—			(286,414		)	(50,811		)
Depreciation and amortization	387,785			383,002			322,720
Amortization of net premium on mortgages, bank and other notes payable	(8,906		)	(6,822		)	(1,600		)
Amortization of share and unit-based plans	29,463			24,207			12,324
Straight-line rent adjustment	(5,825		)	(7,987		)	(6,698		)
Amortization of above and below-market leases	(9,083		)	(6,726		)	(5,405		)
Provision for doubtful accounts	3,962			4,150			3,329
Income tax benefit	(4,269		)	(1,692		)	(4,159		)
Equity in income of unconsolidated joint ventures	(60,626		)	(167,580		)	(79,281		)
Co-venture expense	9,490			8,864			6,523
Distributions of income from unconsolidated joint ventures	2,412			8,538			29,147
Changes in assets and liabilities, net of acquisitions and dispositions:
Tenant and other receivables	(12,356		)	(5,482		)	(2,554		)
Other assets	(15,594		)	7,761			(17,094		)
Due from affiliates	(1,770		)	266			(1,181		)
Accounts payable and accrued expenses	(123		)	(747		)	13,430
Other accrued liabilities	(24,735		)	(5,682		)	(5,093		)
Net cash provided by operating activities	400,706			422,035			351,296
Cash flows from investing activities:
Acquisition of properties	(15,233		)	(516,239		)	(1,061,851		)
Development, redevelopment, expansion and renovation of properties	(185,412		)	(158,682		)	(142,210		)
Property improvements	(66,718		)	(51,683		)	(45,654		)
Cash acquired from acquisitions	28,890			—			—
Proceeds from note receivable	4,825			8,347			—
Issuance of notes receivable	(65,130		)	(13,330		)	(12,500		)
Proceeds from maturities of marketable securities	—			23,769			1,378
Deposit on acquisition of property	—			—			(30,000		)
Deferred leasing costs	(28,019		)	(27,669		)	(30,614		)
Distributions from unconsolidated joint ventures	78,222			618,048			322,242
Contributions to unconsolidated joint ventures	(336,621		)	(97,898		)	(95,358		)
Collections of loans to unconsolidated joint ventures, net	2,756			589			650
Proceeds from sale of assets	320,123			416,077			136,707
Restricted cash	6,526			70,538			(6,164		)
Net cash (used in) provided by investing activities	(255,791		)	271,867			(963,374		)

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

68

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

	For the Years Ended December 31,
	2014			2013			2012
Cash flows from financing activities:
Proceeds from mortgages, bank and other notes payable	1,204,946			2,572,764			3,193,451
Payments on mortgages, bank and other notes payable	(853,080		)	(3,051,072		)	(2,371,890		)
Deferred financing costs	(1,267		)	(11,966		)	(15,108		)
Proceeds from share and unit-based plans	1,231			1,188			1,263
Proceeds from stock offerings	—			173,011			177,896
Payment of stock issuance costs	(5,503		)	(1,909		)	(2,247		)
Exercise of stock warrants	—			—			(7,371		)
Redemption of noncontrolling interests	(236		)	(1,066		)	(86		)
Contributions from noncontrolling interests	—			4,140			379
Purchase of noncontrolling interest	(55,867		)	—			—
Payment of contingent consideration	(18,667		)	—			—
Dividends and distributions	(385,725		)	(355,506		)	(326,185		)
Distributions to co-venture partner	(15,555		)	(19,564		)	(39,479		)
Net cash (used in) provided by financing activities	(129,723		)	(689,980		)	610,623
Net increase (decrease) in cash and cash equivalents	15,192			3,922			(1,455		)
Cash and cash equivalents, beginning of year	69,715			65,793			67,248
Cash and cash equivalents, end of year	$	84,907		$	69,715		$	65,793
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized	$	186,877		$	195,129		$	174,089
Non-cash investing and financing activities:
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities	$	83,108		$	41,334		$	26,322
Acquisition of property by issuance of common stock	$	1,166,777		$	—		$	30,000
Conversion of Operating Partnership Units to common stock	$	2,410		$	12,984		$	26,991
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities	$	1,414,659		$	257,064		$	420,123
Mortgage notes payable settled in deed-in-lieu of foreclosure	$	—		$	84,000		$	185,000
Mortgage notes payable assumed by buyers in sales of properties	$	31,725		$	224,737		$	—
Note receivable issued in connection with sale of property	$	9,603		$	—		$	—
Acquisition of property in exchange for settlement of notes receivable	$	14,120		$	—		$	—
Acquisition of property in exchange for investment in unconsolidated joint venture	$	15,767		$	—		$	—
Contingent consideration in acquisition of property	$	10,012		$	—		$	—
Assumption of mortgage notes payable and other liabilities from unconsolidated joint ventures	$	—		$	54,271		$	—
Application of deposit to acquire property	$	—		$	30,000		$	—

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

69

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. Organization:

The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers (the "Centers") located throughout the United States.

The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of December 31, 2014, the Company was the sole general partner of and held a 94% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").

The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado, LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."

2. Summary of Significant Accounting Policies:

Basis of Presentation:

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The accompanying consolidated financial statements include the accounts of the Company and the Operating Partnership. Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity are consolidated; otherwise they are accounted for under the equity method of accounting and are reflected as investments in unconsolidated joint ventures. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under loan agreements.

Revenues:

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. 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." Minimum rents were increased by $5,825, $7,498 and $5,399 due to the straight-line rent adjustment during the years ended December 31, 2014, 2013 and 2012, respectively. Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases.

The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed.

70

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Property:

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

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

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

Capitalization of Costs:

The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete.

Investment in Unconsolidated Joint Ventures:

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a variable interest entity in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. Although the Company has a greater than 50% interest in Corte Madera Village, LLC, the Company does not have a controlling financial interest in the joint venture as it shares management control with the partner in the joint venture and, therefore, accounts for its investment in the joint venture using the equity method of accounting.

Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate. The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes charges for depreciation and amortization.

71

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Acquisitions:

The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal term of the acquired leases. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space. The initial allocation of purchase price is based on management's preliminary assessment, which may change when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which does not exceed one year. The purchase price allocation is described as preliminary if it is not yet final. The use of different assumptions in the allocation of the purchase price of the acquired assets and liabilities assumed could affect the timing of recognition of the related revenues and expenses.

The Company immediately expenses costs associated with business combinations as period costs.

Remeasurement gains are recognized when the Company obtains control of an existing equity method investment to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment.

Marketable Securities:

The Company accounted for its investments in marketable debt securities as held-to-maturity securities as the Company had the intent and the ability to hold these securities until maturity. Accordingly, investments in marketable securities were carried at their amortized cost. The discount on marketable securities was amortized into interest income on a straight-line basis over the term of the notes, which approximates the effective interest method.

Deferred Charges:

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method.

The range of the terms of the agreements is as follows:

Deferred lease costs	1 - 15 years
Deferred financing costs	1 - 15 years

72

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Accounting for Impairment:

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

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

Derivative Instruments and Hedging Activities:

The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Ineffective portions, if any, are included in net income (loss).

Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense.

If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations.

Share and Unit-based Compensation Plans:

The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For market-indexed LTIP awards, compensation cost is recognized under the graded attribution method.

Income Taxes:

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

Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements.

73

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

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.

Fair Value of Financial Instruments:

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

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

The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2014, 2013 or 2012.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

2. Summary of Significant Accounting Policies: (Continued)

Reclassifications:

During the year ended December 31, 2014, the Company reported gain on remeasurement of assets as a separate line item in its consolidated statements of operations. The Company reclassified the amounts from the years ended December 31, 2013 and 2012 previously reported in gain (loss) on remeasurement, sale or write down of assets, net line item to conform to the 2014 presentation.  

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements:

On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-08, which amends the definition of discontinued operations and requires additional disclosures for disposal transactions that do not meet the revised discontinued operations criteria. ASU 2014-08 is required to be adopted for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company's early adoption of this pronouncement on January 1, 2014 did not have a material impact on the Company's consolidated financial statements (See Note 14—Dispositions).

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

3. Earnings Per Share ("EPS"):

The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands):

	2014			2013			2012
Numerator
Income from continuing operations	$	1,606,931		$	159,023		$	303,166
Income from discontinued operations	—			289,936			63,223
Net income attributable to noncontrolling interests	(107,889		)	(28,869		)	(28,963		)
Net income attributable to the Company	1,499,042			420,090			337,426
Allocation of earnings to participating securities	(1,576		)	(397		)	(577		)
Numerator for basic and diluted earnings per share—net income attributable to common stockholders	$	1,497,466		$	419,693		$	336,849
Denominator
Denominator for basic earnings per share—weighted average number of common shares outstanding	143,144			139,598			134,067
Effect of dilutive securities (1)
Stock warrants	—			—			63
Share and unit based compensation	147			82			18
Denominator for diluted earnings per share—weighted average number of common shares outstanding	143,291			139,680			134,148
Earnings per common share—basic:
Income from continuing operations	$	10.46		$	1.07		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.46		$	3.01		$	2.51
Earnings per common share—diluted:
Income from continuing operations	$	10.45		$	1.06		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.45		$	3.00		$	2.51

____________________________________

(1) The convertible senior notes ("Senior Notes") are excluded from diluted EPS for the year ended December 31, 2012 as their effect would be antidilutive. The Senior Notes were paid off in full on March 15, 2012 (See Note 9— Bank and Other Notes Payable).

Diluted EPS excludes 179,667, 184,304 and 193,945 convertible preferred units for the years ended December 31, 2014, 2013 and 2012, respectively, as their impact was antidilutive.

Diluted EPS excludes 10,079,935 and 9,845,602 and 10,870,454 Operating Partnership units ("OP Units") for the years ended December 31, 2014, 2013 and 2012, respectively, as their effect was antidilutive.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures:

The following are the Company's direct or indirect investments in various joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2014 was as follows:

Joint Venture	Ownership %(1)
443 Wabash MAB LLC	45.0	%
Biltmore Shopping Center Partners LLC	50.0	%
Candlestick Center LLC	50.1	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Gallery, The—Various Entities	50.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
North Bridge Chicago LLC	50.0	%
One Scottsdale Investors LLC	50.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Scottsdale Fashion Square Partnership	50.0	%
The Market at Estrella Falls LLC	39.7	%
Tysons Corner LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property LLC	50.0	%
West Acres Development, LLP	19.0	%
Westcor/Gilbert, L.L.C.	50.0	%
Westcor/Queen Creek LLC	37.9	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park	50.0	%
WM Inland LP(2)	50.0	%

_______________________________________________________________________________

(1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

(2) On February 17, 2015, the Company acquired the remaining 50% ownership interest that it did not previously own (See Note 22—Subsequent Events).

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

The Company has made the following investments and dispositions in unconsolidated joint ventures during the years ended December 31, 2014, 2013 and 2012:

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center, a 273,000 square foot community center in Chandler, Arizona, for a total sales price of $14,795, resulting in a gain of $8,184 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $6,045 and the assumption of the Company's share of the mortgage note payable on the property of $8,750. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Festival, a 500,000 square foot community center in Chandler, Arizona, for a total sales price of $30,975, resulting in a gain of $12,347 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $16,183 and the assumption of the Company's share of the mortgage note payable on the property of $14,792. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company's joint venture in SanTan Village Power Center, a 491,000 square foot community center in Gilbert, Arizona, sold the property for $54,780, resulting in a gain to the joint venture of $23,294. The Company's share of the gain recognized was $11,502, which was included in equity in income of unconsolidated joint ventures, offset in part by $3,565 that was included in net income attributable to noncontrolling interests. The cash proceeds from the sale were used to pay off the $45,000 mortgage loan on the property and the remaining $9,780 was distributed to the partners. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company sold its 50% ownership interest in Chandler Gateway, a 260,000 square foot community center in Chandler, Arizona, for a total sales price of $14,315, resulting in a gain of $3,363 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $4,921 and the assumption of the Company's share of the mortgage note payable on the property of $9,394. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 10, 2012, the Company sold its ownership interest in NorthPark Center, a 1,946,000 square foot regional shopping center in Dallas, Texas, for $118,810, resulting in a gain of $24,590 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The Company used the cash proceeds from the sale to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,434,000 square foot regional shopping center in Broomfield, Colorado, that it did not previously own for $310,397. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment in FlatIron Crossing under the equity method of accounting. Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements (See Note 13—Acquisitions).

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,198,000 square foot regional shopping center in Glendale, Arizona, that it did not previously own for $144,400. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment in Arrowhead Towne Center under the equity method of accounting. Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements (See Note 13—Acquisitions).

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185,000, resulting in a gain on the sale of assets of $89,157 to the joint venture. The Company's share of the gain was $44,424, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,150 to the joint venture. The Company's share of the gain was $28,127, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127,000, resulting in a gain on the sale of assets of $38,447 to the joint venture. The Company's share of the gain was $18,251, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. This transaction is referred to herein as the "Camelback Colonnade Restructuring." Since the date of the restructuring, the Company included Camelback Colonnade in its consolidated financial statements (See Note 13—Acquisitions) until its sale on December 29, 2014 (See Note 14—Dispositions).

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60,900, resulting in a gain of $6,243 to the joint venture. The Company's share of the gain was $3,121, which was included in equity in income from joint ventures for the year ended December 31, 2013. The cash proceeds from the sale were used to pay off the $51,657 mortgage loan on the property and the remaining $9,243, net of closing costs, was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Center under the equity method of accounting. Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements (See Note 13—Acquisitions).

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15,233. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LP. The cash payment was funded by borrowings under the Company's line of credit. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method of accounting. Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements (See Note 13—Acquisitions).

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106,800 for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17,100, resulting in a gain on the sale of assets of $9,033, which was included in gain (loss) on sale or write down of assets, net. The sales price was funded by a cash payment of $15,386 and the assumption of the Company's share of the mortgage note payable on the property of $1,714. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On November 13, 2014, the Company formed a joint venture to develop a 500,000 square foot outlet center at Candlestick Point in San Francisco, California. In connection with the formation of the joint venture, the Company issued a

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

note receivable for $65,130 to its joint venture partner that bears interest at LIBOR plus 2.0% and matures upon the completion of certain milestones in connection with the development of Candlestick Point (See Note 17—Related Party Transactions).

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of $1,838,886 was funded by the direct issuance of $1,166,777 of common stock of the Company (See Note 12—Stockholders' Equity) and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672,109. Prior to the acquisition, the Company had accounted for its investment in these joint ventures under the equity method of accounting. Since the date of acquisition, the Company has included the PPRLP Queens Portfolio in its consolidated financial statements (See Note 13—Acquisitions).

On November 20, 2014, the Company purchased a 45% interest in 443 North Wabash Avenue, a 65,000 square foot undeveloped site adjacent to the Company's joint venture in The Shops at North Bridge in Chicago, Illinois, for a cash payment of $18,900. The cash payment was funded by borrowings under the Company's line of credit.

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

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:

	2014			2013
Assets(1):
Properties, net	$	2,967,878		$	3,435,737
Other assets	208,726			295,719
Total assets	$	3,176,604		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	2,038,379		$	3,518,215
Other liabilities	195,766			202,444
Company's capital	489,349			(25,367		)
Outside partners' capital	453,110			36,164
Total liabilities and partners' capital	$	3,176,604		$	3,731,456
Investment in unconsolidated joint ventures:
Company's capital	$	489,349		$	(25,367	)
Basis adjustment(3)	464,826			474,658
	$	954,175		$	449,291
Assets—Investments in unconsolidated joint ventures	$	984,132		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(29,957		)	(252,192		)
	$	954,175		$	449,291

_______________________________________________________________________________

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

(1) These amounts include the assets and liabilities of the following joint ventures as of December 31, 2014 and 2013:

	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2014
Total Assets	$	—	$	341,931
Total Liabilities	$	—	$	871,933
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

(2) Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of December 31, 2014 and 2013, a total of $33,540 could become recourse debt to the Company. As of December 31, 2014 and 2013, the Company has an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $606,263 and $712,455 as of December 31, 2014 and 2013, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense incurred on these borrowings amounted to $38,113, $31,549 and $43,732 for the years ended December 31, 2014, 2013 and 2012, respectively.

(3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $5,109, $10,734 and $15,480 for the years ended December 31, 2014, 2013 and 2012, respectively.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2014
Revenues:
Minimum rents	$	88,831		$	64,521	$	235,011	$	388,363
Percentage rents	2,652			2,091		12,418		17,161
Tenant recoveries	40,118			47,084		99,539		186,741
Other	4,090			3,472		33,143		40,705
Total revenues	135,691			117,168		380,111		632,970
Expenses:
Shopping center and operating expenses	37,113			38,786		139,513		215,412
Interest expense	34,113			31,677		71,297		137,087
Depreciation and amortization	29,688			19,880		94,835		144,403
Total operating expenses	100,914			90,343		305,645		496,902
(Loss) gain on sale of assets	(7,044		)	—		10,687		3,643
Net income	$	27,733		$	26,825	$	85,153	$	139,711
Company's equity in net income	$	9,743		$	7,080	$	43,803	$	60,626
Year Ended December 31, 2013
Revenues:
Minimum rents	$	118,164		$	62,072	$	238,488	$	418,724
Percentage rents	4,586			2,057		12,946		19,589
Tenant recoveries	52,470			45,452		106,249		204,171
Other	5,882			3,110		36,635		45,627
Total revenues	181,102			112,691		394,318		688,111
Expenses:
Shopping center and operating expenses	53,039			36,798		139,981		229,818
Interest expense	43,445			15,751		86,126		145,322
Depreciation and amortization	39,616			18,139		89,554		147,309
Total operating expenses	136,100			70,688		315,661		522,449
Gain on sale of assets	182,754			—		7,772		190,526
Gain on early extinguishment of debt	—			14		—		14
Net income	$	227,756		$	42,017	$	86,429	$	356,202
Company's equity in net income	$	110,798		$	15,126	$	41,656	$	167,580

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

4. Investments in Unconsolidated Joint Ventures: (Continued)

	Pacific Premier Retail LP		Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2012
Revenues:
Minimum rents	$	132,247	$	63,569	$	316,186	$	512,002
Percentage rents	5,390		1,929		15,768		23,087
Tenant recoveries	56,397		44,225		149,546		250,168
Other	5,650		3,341		37,248		46,239
Total revenues	199,684		113,064		518,748		831,496
Expenses:
Shopping center and operating expenses	59,329		35,244		192,661		287,234
Interest expense	52,139		11,481		136,296		199,916
Depreciation and amortization	43,031		19,798		115,168		177,997
Total operating expenses	154,499		66,523		444,125		665,147
Gain on sale of assets	90		—		29,211		29,301
Net income	$	45,275	$	46,541	$	103,834	$	195,650
Company's equity in net income	$	23,026	$	17,969	$	38,286	$	79,281

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

5. Property:

Property at December 31, 2014 and 2013 consists of the following:

	2014			2013
Land	$	2,242,291		$	1,707,005
Buildings and improvements	9,479,337			6,555,212
Tenant improvements	600,436			537,754
Equipment and furnishings	152,554			152,198
Construction in progress	303,264			229,169
	12,777,882			9,181,338
Less accumulated depreciation	(1,709,992		)	(1,559,572		)
	$	11,067,890		$	7,621,766

Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $289,178, $269,790 and $216,447, respectively.

The gain on sale or write down of assets, net for the year endedDecember 31, 2014 includes the gain of $144,927 on the sales of Rotterdam Square, Somersville Towne Center, Lake Square Mall, South Towne Center, Camelback Colonnade and four former Meryvns' stores (See Note 14—Dispositions), $9,033 on the sale of Wilshire Boulevard (See Note 4—Investments in Unconsolidated Joint Ventures) and $1,257 on the sale of assets offset in part by a loss of $41,216 on impairment and $40,561 on the write-off of development costs. The impairment losses were due to the reduction in the estimated holding periods of the long-lived assets of several properties including Great Northern Mall, Cascade Mall, a property adjacent to Fiesta Mall and three former Mervyn's stores sold in 2014 (See Note 14—Dispositions).

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

5. Property: (Continued)

The loss on sale or write down of assets, net for the year endedDecember 31, 2013 includes a loss of $82,197 on impairment and $1,250 on the write-off of development costs offset in part by a gain of $5,390 on the sale of assets. The loss on impairment was due to the reduction in the estimated holding periods of the long-lived assets of Promenade at Casa Grande, Rotterdam Square, Lake Square Mall and Somersville Towne Center.

The gain on sale or write down of assets, net for the year endedDecember 31, 2012 includes the gain of $48,484 on the sales of Chandler Village Center, Chandler Festival, Chandler Gateway and NorthPark Center (See Note 4—Investments in Unconsolidated Joint Ventures) offset in part by a loss of $19,360 on the write-off of development costs and $390 on the sale of assets.

6. Tenant and Other Receivables:

Included in tenant and other receivables, net is an allowance for doubtful accounts of $3,234 and $2,878 at December 31, 2014 and 2013, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $13,436 and $9,824 at December 31, 2014 and 2013, respectively, and a deferred rent receivable due to straight-line rent adjustments of $57,278 and $53,380 at December 31, 2014 and 2013, respectively.

On March 17, 2014, in connection with the sale of Lake Square Mall (See Note 14—Dispositions), the Company issued a note receivable for $6,500 that bears interest at an effective rate of 6.5% and matures on March 17, 2018 ("LSM Note A") and a note receivable for $3,103 that bore interest at 5.0% and was to mature on December 31, 2014 ("LSM Note B"). On September 2, 2014, the balance of LSM Note B was paid in full. The balance of LSM Note A at December 31, 2014 was $6,436 and is collateralized by a trust deed on Lake Square Mall.

7. Deferred Charges and Other Assets, net:

Deferred charges and other assets, net at December 31, 2014 and 2013 consist of the following:

	2014			2013
Leasing	$	239,955		$	223,038
Financing	47,171			51,695
Intangible assets:
In-place lease values(1)	298,825			205,651
Leasing commissions and legal costs(1)	72,432			50,594
Above-market leases	250,810			118,770
Deferred tax assets	35,625			31,356
Deferred compensation plan assets	35,194			30,932
Other assets	66,246			65,793
	1,046,258			777,829
Less accumulated amortization(2)	(287,197		)	(244,771		)
	$	759,061		$	533,058

_______________________________

84

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

7. Deferred Charges and Other Assets, net: (Continued)

(1) The estimated amortization of these intangible assets for the next five years and thereafter is as follows:

Year Ending December 31,
2015	$	64,711
2016	45,990
2017	31,906
2018	25,760
2019	21,682
Thereafter	77,847
	$	267,896

(2) Accumulated amortization includes $103,361 and $89,141 relating to in-place lease values, leasing commissions and legal costs at December 31, 2014 and 2013, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $52,668, $53,139 and $32,456 for the years ended December 31, 2014, 2013 and 2012, respectively.

The allocated values of above-market leases and below-market leases consist of the following:

	2014			2013
Above-Market Leases
Original allocated value	$	250,810		$	118,770
Less accumulated amortization	(59,696		)	(46,912		)
	$	191,114		$	71,858
Below-Market Leases(1)
Original allocated value	$	375,033		$	187,537
Less accumulated amortization	(93,511		)	(79,271		)
	$	281,522		$	108,266

_______________________________

(1) Below‑market leases are included in other accrued liabilities.

The allocated values of above and below-market leases will be amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The estimated amortization of these values for the next five years and thereafter is as follows:

Year Ending December 31,	Above Market		Below Market
2015	$	26,591	$	37,808
2016	23,516		35,647
2017	19,413		29,931
2018	16,024		26,354
2019	13,210		23,595
Thereafter	92,360		128,187
	$	191,114	$	281,522

85

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

8. Mortgage Notes Payable:

Mortgage notes payable at December 31, 2014 and 2013 consist of the following:

	Carrying Amount of Mortgage Notes(1)
	2014				2013				Effective Interest Rate(2)		Monthly Debt Service(3)		Maturity Date(4)
Property Pledged as Collateral	Related Party		Other		Related Party		Other
Arrowhead Towne Center	$	—	$	228,703	$	—	$	236,028	2.76	%	$	1,131	2018
Camelback Colonnade(5)	—		—		—		49,120		—		—		—
Chandler Fashion Center(6)	—		200,000		—		200,000		3.77	%	625		2019
Danbury Fair Mall	114,265		114,264		117,120		117,120		5.53	%	1,538		2020
Deptford Mall	—		197,815		—		201,622		3.76	%	947		2023
Deptford Mall	—		14,285		—		14,551		6.46	%	101		2016
Eastland Mall	—		168,000		—		168,000		5.79	%	811		2016
Fashion Outlets of Chicago(7)	—		119,329		—		91,383		2.97	%	259		2017
Fashion Outlets of Niagara Falls USA	—		121,376		—		124,030		4.89	%	727		2020
Flagstaff Mall	—		37,000		—		37,000		5.03	%	151		2015
FlatIron Crossing	—		261,494		—		268,000		3.90	%	1,393		2021
Freehold Raceway Mall(6)	—		229,244		—		232,900		4.20	%	1,132		2018
Fresno Fashion Fair(8)	—		—		79,391		79,390		—		—		—
Great Northern Mall(9)	—		34,494		—		35,484		6.54	%	234		2015
Green Acres Mall	—		313,514		—		319,850		3.61	%	1,447		2021
Kings Plaza Shopping Center	—		480,761		—		490,548		3.67	%	2,229		2019
Lakewood Center(10)	—		253,708		—		—		1.80	%	1,127		2015
Los Cerritos Center(11)	103,274		103,274		—		—		1.65	%	1,009		2018
Northgate Mall(12)	—		64,000		—		64,000		3.05	%	128		2017
Oaks, The	—		210,197		—		214,239		4.14	%	1,064		2022
Pacific View	—		133,200		—		135,835		4.08	%	668		2022
Queens Center(13)	—		600,000		—		—		3.49	%	1,744		2025
Santa Monica Place	—		230,344		—		235,445		2.99	%	1,004		2018
SanTan Village Regional Center	—		133,807		—		136,629		3.14	%	589		2019
South Plains Mall(14)	—		—		—		99,833		—		—		—
Stonewood Center(15)	—		111,297		—		—		1.80	%	640		2017
Superstition Springs Center(16)	—		68,079		—		68,395		1.98	%	138		2016
Towne Mall	—		22,607		—		22,996		4.48	%	117		2022
Tucson La Encantada	71,500		—		72,870		—		4.23	%	368		2022
Valley Mall	—		41,368		—		42,155		5.85	%	280		2016
Valley River Center	—		120,000		—		120,000		5.59	%	558		2016
Victor Valley, Mall of(17)	—		115,000		—		90,000		4.00	%	380		2024
Vintage Faire Mall(18)	—		—		—		99,083		—		—		—
Washington Square(19)	—		238,696		—		—		1.65	%	1,499		2016
Westside Pavilion	—		149,626		—		152,173		4.49	%	783		2022
	$	289,039	$	5,115,482	$	269,381	$	4,145,809

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

86

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

8. Mortgage Notes Payable: (continued)

The debt premiums (discounts) as of December 31, 2014 and 2013 consist of the following:

Property Pledged as Collateral	2014			2013
Arrowhead Towne Center	$	11,568		$	14,642
Camelback Colonnade	—			2,120
Deptford Mall	(8		)	(14		)
Fashion Outlets of Niagara Falls USA	5,414			6,342
Lakewood Center	3,708			—
Los Cerritos Center	17,965			—
Stonewood Center	7,980			—
Superstition Springs Center	579			895
Valley Mall	(132		)	(219		)
Washington Square	9,847			—
	$	56,921		$	23,766

(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

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

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

(5) On December 29, 2014, in connection with the sale of the Company's 67.5% ownership interest in the consolidated joint venture in Camelback Colonnade (See Note 14—Dispositions), a third party assumed the existing loan on the property. As a result, the Company has been discharged from this non-recourse loan.

(6) A 49.9% interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note 10—Co-Venture Arrangement).

(7) The construction loan on the property allows for borrowings of up to $140,000, bears interest at LIBOR plus 2.50% and matures on March 5, 2017, including extension options. At December 31, 2014 and 2013, the total interest rate was 2.97% and 2.96%, respectively.

(8) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $5,796 on the early extinguishment of debt.

(9) On January 1, 2015, this nonrecourse loan went into maturity default. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver.

(10) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Lakewood Center with a fair value of $254,880 that bears interest at an effective rate of 1.80% and matures on June 1, 2015.

(11) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Los Cerritos Center with a fair value of $207,528 that bears interest at an effective rate of 1.65% and matures on July 1, 2018.

(12) The loan bears interest at LIBOR plus 2.25% and matures on March 1, 2017. At December 31, 2014 and 2013, the total interest rate was 3.05% and 3.04%, respectively.

(13) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Queens Center with a fair value of $600,000 that bears interest at an effective rate of 3.49% and matures on January 1, 2025.

(14) On February 7, 2014, the Company paid off in full one of the two loans on the property, which resulted in a loss of $359 on the early extinguishment of debt. On November 10, 2014, the Company paid off in full the remaining loan on the property, which resulted in a loss of $163 on the early extinguishment of debt.

(15) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Stonewood Center with a fair value of $111,910 that bears interest at an effective rate of 1.80% and matures on November 1, 2017.

(16) The loan bears interest at LIBOR plus 2.30% and matures on October 28, 2016. At December 31, 2014 and 2013, the total interest rate was 1.98% and 2.00%, respectively.

87

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

8. Mortgage Notes Payable: (continued)

(17) On August 28, 2014, the Company replaced the existing loan on the property with a new $115,000 loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024. The replacement of the existing loan resulted in a loss of $47 on the early extinguishment of debt.

(18) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $3,186 on the early extinguishment of debt.

(19) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Washington Square with a fair value of $240,341 that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

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

Most of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company. As of December 31, 2014 and 2013, a total of $73,165 and $77,192, respectively, of the mortgage notes payable could become recourse to the Company.

The Company expects all loan maturities during the next twelve months, except Great Northern Mall, will be refinanced, restructured, extended and/or paid-off from the Company's line of credit or with cash on hand. The mortgage note payable on Great Northern Mall, which went into maturity default on January 1, 2015, is a non-recourse loan. The Company is working with the loan servicer and expects the property will be transferred to the loan servicer or a receiver.

Total interest expense capitalized during the years ended December 31, 2014, 2013 and 2012 was $12,559, $10,829 and $10,703, respectively.

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

The estimated fair value (Level 2 measurement) of mortgage notes payable at December 31, 2014 and 2013 was $5,455,453 and $4,500,177, respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

The future maturities of mortgage notes payable are as follows:

2015	$	397,325
2016	707,605
2017	353,370
2018	866,413
2019	603,090
Thereafter	2,419,797
	5,347,600
Debt premium, net	56,921
	$	5,404,521

The future maturities reflected above reflect the extension options that the Company believes will be exercised.

88

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

9. Bank and Other Notes Payable:

Bank and other notes payable at December 31, 2014 and 2013 consist of the following:

Senior Notes:

On March 16, 2007, the Company issued $950,000 in Senior Notes that matured on March 15, 2012. The Senior Notes bore interest at 3.25%, were payable semiannually, were senior to unsecured debt of the Company and were guaranteed by the Operating Partnership. On March 15, 2012, the Company paid off in full the $439,318 of Senior Notes then outstanding.

Line of Credit:

The Company has a $1,500,000 revolving line of credit that initially bore interest at LIBOR plus a spread of 1.75% to 3.0%, depending on the Company's overall leverage levels, and was to mature on May 2, 2015 with a one-year extension option. The line of credit had the ability to be expanded, depending on certain conditions, up to a total facility of $2,000,000 less the outstanding balance of the $125,000 unsecured term loan as described below.

On August 6, 2013, the Company's line of credit was amended and extended. The amended facility provides for an interest rate of LIBOR plus a spread of 1.38% to 2.0%, depending on the Company's overall leverage levels, and matures on August 6, 2018. Based on the Company's leverage level as of December 31, 2014, the borrowing rate on the facility was LIBOR plus 1.50%. In addition, the line of credit can be expanded, depending on certain conditions, up to a total facility of $2,000,000 (without giving effect to the $125,000 unsecured term loan described below).

As of December 31, 2014 and 2013, borrowings under the line of credit were $752,000 and $30,000, respectively, at an average interest rate of 1.89% and 1.85%, respectively. The estimated fair value (Level 2 measurement) of the line of credit at December 31, 2014 and 2013 was $713,989 and $28,214, respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

Term Loan:

On December 8, 2011, the Company obtained a $125,000 unsecured term loan under the line of credit that bears interest at LIBOR plus a spread of 1.95% to 3.20%, depending on the Company's overall leverage level, and matures on December 8, 2018. Based on the Company's current leverage levels, the borrowing rate is LIBOR plus 2.20%. As of December 31, 2014 and 2013, the total interest rate was 2.25% and 2.51%, respectively. The estimated fair value (Level 2 measurement) of the term loan at December 31, 2014 and 2013 was $119,780 and $120,802, respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

Greeley Note:

On July 27, 2006, concurrent with the sale of Greeley Mall, the Company provided marketable securities to replace Greeley Mall as collateral for the mortgage note payable on the property. As a result of this transaction, the mortgage note payable was reclassified to bank and other notes payable. On September 1, 2013, the loan was paid off in full.

Prasada Note:

On March 29, 2013, the Company issued a $13,330 note payable that bears interest at 5.25% and matures on March 29, 2016. The note payable is collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona. At December 31, 2014 and 2013, the note had a balance of $10,879 and $12,537, respectively. The estimated fair value (Level 2 measurement) of the note at December 31, 2014 and 2013 was $11,178 and $13,114, respectively, based on current interest rates for comparable notes. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the collateral for the underlying debt.

As of December 31, 2014 and 2013, the Company was in compliance with all applicable financial loan covenants.

89

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

9. Bank and Other Notes Payable: (Continued)

The future maturities of bank and other notes payable are as follows:

2015	$	1,750
2016	9,129
2018	877,000
	$	887,879

10. Co-Venture Arrangement:

On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9% interest in Freehold Raceway Mall, a 1,668,000 square foot regional shopping center in Freehold, New Jersey, and Chandler Fashion Center, a 1,320,000 square foot regional shopping center in Chandler, Arizona. As part of this transaction, the Company issued a warrant in favor of the third party to purchase 935,358 shares of common stock of the Company at an exercise price of $46.68 per share (See "Stock Warrants" in Note 12—Stockholders' Equity). The Company received approximately $174,650 in cash proceeds for the overall transaction, of which $6,496 was attributed to the warrants. The Company used the proceeds from this transaction to pay down its line of credit and for general corporate purposes.

As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the venture formation, the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The transaction has been accounted for as a profit-sharing arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation was established for the amount of $168,154, representing the net cash proceeds received from the third party less costs allocated to the warrant. The co-venture obligation is increased for the allocation of income to the co-venture partner and decreased for distributions to the co-venture partner. The co-venture obligation was $75,450 and $81,515 at December 31, 2014 and 2013, respectively.

11. Noncontrolling Interests:

The Company allocates net income of the Operating Partnership based on the weighted-average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 94% and 93% ownership interest in the Operating Partnership as of December 31, 2014 and 2013, respectively. The remaining 6% and 7% limited partnership interest as of December 31, 2014 and 2013, respectively, was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date. Accordingly, as of December 31, 2014 and 2013, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $877,184 and $587,917, respectively.

The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or shares of the Company's stock at the Company's option, and they are classified as permanent equity.

Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.

90

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

12. Stockholders' Equity:

Stock Warrants:

On September 30, 2009, the Company issued a warrant in connection with its formation of a co-venture to own and operate Freehold Raceway Mall and Chandler Fashion Center (See Note 10—Co-Venture Arrangement). The warrant provided for the purchase of 935,358 shares of the Company's common stock. The warrant was valued at $6,496 and recorded as a credit to additional paid-in capital. The warrant had an exercise price of $46.68 per share, with such price subject to anti-dilutive adjustments. In December 2011, the holders requested a net issue exercise of 311,786 shares of the warrant and the Company elected to deliver a cash payment of $1,278 in exchange for the portion of the warrant exercised. On April 10, 2012, the holders requested a net exercise of an additional 311,786 shares of the warrant and the Company elected to deliver a cash payment of $3,448 in exchange for the portion of the warrant exercised. On October 24, 2012, the holders requested a net exercise of the remaining 311,786 shares of the warrant and the Company elected to deliver a cash payment of $3,923 in exchange for the portion of the warrant exercised.

At-The-Market Stock Offering Program ("ATM Program"):

On August 17, 2012, the Company entered into an equity distribution agreement ("2012 Distribution Agreement") with a number of sales agents (the "2012 ATM Program") to issue and sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500,000 (the “2012 ATM Shares”). Sales of the 2012 ATM Shares, could have been made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering, which includes sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Company agreed to pay each sales agent a commission that was not to exceed, but could have been lower than, 2% of the gross proceeds of the 2012 ATM Shares sold through such sales agent under the 2012 Distribution Agreement.

During the year ended December 31, 2012, the Company sold 2,961,903 shares of common stock under the 2012 ATM Program in exchange for aggregate gross proceeds of $177,896 and net proceeds of $175,649 after commissions and other transaction costs. During the year ended December 31, 2013, the Company sold 2,456,956 shares of common stock under the 2012 ATM Program in exchange for aggregate gross proceeds of $173,011 and net proceeds of $171,102 after commissions and other transaction costs. The proceeds from the sales were used to pay down the Company's line of credit.

On August 20, 2014, the Company terminated and replaced the 2012 ATM Program with a new ATM Program (the "2014 ATM Program") to sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500,000 (the "ATM Shares"). The terms of the 2014 ATM Program are substantially the same as the 2012 ATM Program.

The Company did not sell any shares under the 2012 ATM Program or the 2014 ATM Program during the year endedDecember 31, 2014.

As of December 31, 2014, $500,000 of the ATM Shares were available to be sold under the 2014 ATM Program. The unsold 2012 ATM Shares are no longer available for issuance. Actual future sales of the ATM Shares under the 2014 ATM Program will depend upon a variety of factors including but not limited to market conditions, the trading price of the Company's common stock and the Company's capital needs. The Company has no obligation to sell the ATM Shares under the 2014 ATM Program.    

Stock Issued to Acquire Property:

On November 28, 2012, the Company issued 535,265 restricted shares of common stock in connection with the acquisition of Kings Plaza Shopping Center (See Note 13—Acquisitions) for a value of $30,000, based on the closing price of the Company's common stock on the date of the transaction.

On November 14, 2014, the Company issued 17,140,845 shares of common stock in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions) for a value of $1,166,777, based on the closing price of the Company's common stock on the date of the transaction.

91

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions:

Fashion Outlets of Niagara Falls USA:

On July 22, 2011, the Company acquired the Fashion Outlets of Niagara Falls USA, a 686,000 square foot outlet center in Niagara Falls, New York. The purchase and sale agreement included contingent consideration payable to AWE/Talisman, the former owner of the property and a related party (See Note 17—Related Party Transactions), based on the performance of the Fashion Outlets of Niagara Falls USA from the acquisition date through July 21, 2014 that increased the purchase price above the initial $200,000. During the year endedDecember 31, 2014, the Company paid $18,667 in full settlement of the contingent consideration liability.

500 North Michigan Avenue:

On February 29, 2012, the Company acquired a 326,000 square foot mixed-use retail/office building in Chicago, Illinois ("500 North Michigan Avenue") for $70,925. The purchase price was funded from borrowings under the Company's line of credit. The acquisition was completed in order to gain control over the property adjacent to The Shops at North Bridge.

The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:

Property	$	66,033
Deferred charges	7,450
Other assets	2,143
Total assets acquired	75,626
Other accrued liabilities	4,701
Total liabilities assumed	4,701
Fair value of acquired net assets	$	70,925

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included 500 North Michigan Avenue in its consolidated financial statements.

FlatIron Crossing:

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing that it did not previously own for $310,397. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of FlatIron Crossing.

92

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the allocation of the fair value of FlatIron Crossing:

Property	$	443,391
Deferred charges	25,251
Cash and cash equivalents	3,856
Other assets	2,101
Total assets acquired	474,599
Mortgage note payable	175,720
Accounts payable	366
Other accrued liabilities	11,071
Total liabilities assumed	187,157
Fair value of acquired net assets (at 100% ownership)	$	287,442

The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.

Fair value of existing ownership interest (at 25% ownership)	$	91,542
Carrying value of investment	(33,382		)
Prior gain deferral recognized	26,067
Gain on remeasurement of assets	$	84,227

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	310,397
Less debt assumed	(114,497		)
Carrying value of investment	33,382
Gain on remeasurement of assets	84,227
Less prior gain deferral	(26,067		)
Fair value of acquired net assets (at 100% ownership)	$	287,442

The prior gain deferral relates to the prior sale of the 75% ownership interest in FlatIron Crossing. Due to certain contractual rights that were afforded to the buyer of the interest, a portion of that gain was deferred.

Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements.

Arrowhead Towne Center:

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center that it did not previously own for $144,400. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Arrowhead Towne Center.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:

Property	$	423,349
Deferred charges	31,500
Restricted cash	4,009
Tenant receivables	926
Other assets	4,234
Total assets acquired	464,018
Mortgage note payable	244,403
Accounts payable	815
Other accrued liabilities	10,449
Total liabilities assumed	255,667
Fair value of acquired net assets (at 100% ownership)	$	208,351

The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	139,326
Carrying value of investment	(23,597		)
Gain on remeasurement of assets	$	115,729

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	144,400
Less debt assumed	(75,375		)
Carrying value of investment	23,597
Gain on remeasurement of assets	115,729
Fair value of acquired net assets (at 100% ownership)	$	208,351

Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements.

Kings Plaza Shopping Center:

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,191,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756,000. The purchase price was funded by a cash payment of $726,000 and the issuance of $30,000 in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500,000. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow an additional $146,000 on the loan. The acquisition was completed to acquire a prominent center in Brooklyn, New York.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:

Property	$	714,589
Deferred charges	37,371
Other assets	29,282
Total assets acquired	781,242
Other accrued liabilities	25,242
Total liabilities assumed	25,242
Fair value of acquired net assets	$	756,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Kings Plaza Shopping Center in its consolidated financial statements.

Green Acres Mall:

On January 24, 2013, the Company acquired Green Acres Mall, a 1,790,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500,000. A purchase deposit of $30,000 was funded during the year ended December 31, 2012, and the remaining $470,000 was funded upon closing of the acquisition. The cash payment made at the time of closing was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $325,000 and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $100,000 on the loan. On January 31, 2013, the Company exercised its option to borrow the remaining $225,000 on the loan. The acquisition was completed to acquire another prominent shopping center in the New York metropolitan area.

The following is a summary of the allocation of the fair value of Green Acres Mall:

Property	$	477,673
Deferred charges	45,130
Other assets	19,125
Total assets acquired	541,928
Other accrued liabilities	41,928
Total liabilities assumed	41,928
Fair value of acquired net assets	$	500,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Green Acres Mall in its consolidated financial statements.

Green Acres Adjacent:

On April 25, 2013, the Company acquired a 19 acre parcel of land adjacent to Green Acres Mall for $22,577. The payment was provided by borrowings from the Company's line of credit. The acquisition was completed to allow for future expansion of Green Acres Mall.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

Camelback Colonnade Restructuring:

On September 17, 2013, the Company’s joint venture in Camelback Colonnade was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture (See Note 4—Investments in Unconsolidated Joint Ventures).

The following is a summary of the allocation of the fair value of Camelback Colonnade:

Property	$	98,160
Deferred charges	8,284
Cash and cash equivalents	1,280
Restricted cash	1,139
Tenant receivables	615
Other assets	380
Total assets acquired	109,858
Mortgage note payable	49,465
Accounts payable	54
Other accrued liabilities	4,752
Total liabilities assumed	54,271
Fair value of acquired net assets (at 100% ownership)	$	55,587

The Company recognized the following remeasurement gain on the Camelback Colonnade Restructuring:

Fair value of existing ownership interest (at 73.2% ownership)	$	41,690
Carrying value of investment	(5,349		)
Gain on remeasurement of assets	$	36,341

Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements until its sale on December 29, 2014 (See Note 14—Dispositions).

Superstition Springs Center:

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Superstition Springs Center. The acquisition was completed in order to gain 100% ownership and control over this asset.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the allocation of the fair value of Superstition Springs Center:

Property	$	114,373
Deferred charges	12,353
Cash and cash equivalents	8,894
Tenant receivables	51
Other assets	11,535
Total assets acquired	147,206
Mortgage note payable	68,448
Accounts payable	119
Other accrued liabilities	7,637
Total liabilities assumed	76,204
Fair value of acquired net assets (at 100% ownership)	$	71,002

The Company determined that the purchase price represented the fair value of the additional ownership interest in Superstition Springs Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	47,340
Carrying value of investment	(32,476		)
Gain on remeasurement of assets	$	14,864

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	46,162
Less debt assumed	(22,500		)
Carrying value of investment	32,476
Remeasurement gain	14,864
Fair value of acquired net assets (at 100% ownership)	$	71,002

Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements.

Cascade Mall:

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall that it did not previously own for $15,233. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Cascade Mall. The acquisition was completed in order to obtain 100% ownership and control over this asset.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the allocation of the fair value of Cascade Mall:

Property	$	28,924
Deferred charges	6,660
Other assets	202
Total assets acquired	35,786
Other accrued liabilities	4,786
Total liabilities assumed	4,786
Fair value of acquired net assets (at 100% ownership)	$	31,000

The Company determined that the purchase price represented the fair value of the additional ownership interest in Cascade Mall that was acquired.

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	15,233
Distributions in excess of investment	15,767
Fair value of acquired net assets (at 100% ownership)	$	31,000

Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements. The property has generated incremental revenue of $4,458 and incremental earnings of $380 during the year endedDecember 31, 2014.

Fashion Outlets of Chicago:

On October 31, 2014, the Company purchased AWE/Talisman's ownership interest in its consolidated joint venture in Fashion Outlets of Chicago, for $69,987. The purchase price was funded by a cash payment of $55,867 and the settlement of the balance on the Talisman Notes of $14,120 (See Note 17—Related Party Transactions). The cash payment was funded by borrowings under the Company's line of credit. The purchase agreement includes contingent consideration based on the financial performance of Fashion Outlets of Chicago at an agreed upon date in 2016. The Company estimated the fair value of the contingent consideration as of December 31, 2014 to be $10,142, which has been included in other accrued liabilities. As a result of this acquisition, the noncontrolling interest of $76,141 was reversed.

PPRLP Queens Portfolio:

On November 14, 2014, the Company acquired the remaining 49% ownership interest in the PPRLP Queens Portfolio that it did not previously own for $1,838,886. The acquisition was completed in order to gain 100% ownership and control over this portfolio of prominent shopping centers. The purchase price was funded by the assumption of the third party's pro rata share of the mortgage notes payable on the property of $672,109 and the issuance of $1,166,777 in common stock of the Company. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of the PPRLP Queens Portfolio.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

The following is a summary of the preliminary allocation of the estimated fair value of the PPRLP Queens Portfolio:

Property	$	3,714,982
Deferred charges	152,250
Cash and cash equivalents	28,890
Restricted cash	5,113
Tenant receivables	5,438
Other assets	127,723
Total assets acquired	4,034,396
Mortgage notes payable	1,414,659
Accounts payable	5,669
Due to affiliates	2,680
Other accrued liabilities	230,210
Total liabilities assumed	1,653,218
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

The purchase price allocation for the PPRLP Queens Portfolio is based on a preliminary measurement of fair value that is subject to change. The allocation for the PPRLP Queens Portfolio represents the Company's current best estimate of fair value. The Company determined that the purchase price represented the estimated fair value of the additional ownership interest in the PPRLP Queens Portfolio that was acquired.

Fair value of existing ownership interest (at 51% ownership)	$	1,214,401
Distributions in excess of investment	208,735
Gain on remeasurement of assets	$	1,423,136

The following is the reconciliation of the purchase price to the estimated fair value of the acquired net assets:

Purchase price	$	1,838,886
Less debt assumed	(672,109		)
Distributions in excess of investment	(208,735		)
Gain on remeasurement of assets	1,423,136
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

Since the date of acquisition, the Company has included the PPRLP Queens Portfolio in its consolidated financial statements. The property generated incremental revenue of $40,378 and incremental earnings of $4,285 during the year endedDecember 31, 2014.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

13. Acquisitions: (Continued)

Pro Forma Results of Operations:

The following unaudited pro forma total revenue and income from continuing operations for 2014 and 2013 assumes the 2013 and 2014 property acquisitions took place on January 1, 2013 and assumes that the 2013 and 2012 property acquisitions took place on January 1, 2012:

	Total revenue		Income from continuing operations
Supplemental pro forma for the year ended December 31, 2014(1)	$	1,287,904	$	1,605,975
Supplemental pro forma for the year ended December 31, 2013(1)	$	1,311,941	$	104,123
Supplemental pro forma for the year ended December 31, 2012(1)	$	1,094,559	$	92,193

____________________________________

(1) This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions occurred on January 1, 2013 or 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non‑recurring adjustments directly attributable to the acquisitions.

14. Dispositions:

In March 2012, the Company recorded an impairment charge of $54,306 related to Valley View Center. As a result of the sale of the property on April 23, 2012, the Company wrote down the carrying value of the long-lived assets to their estimated fair value of $33,450, which was equal to the sales price of the property. On April 23, 2012, the property was sold by a court appointed receiver, which resulted in a gain on the extinguishment of debt of $104,023.

On April 30, 2012, the Company sold The Borgata, a 94,000 square foot community center in Scottsdale, Arizona, for $9,150, resulting in a loss on the sale of assets of $1,275. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 11, 2012, the Company sold a former Mervyn's store in Montebello, California for $20,750, resulting in a loss on the sale of assets of $407. The Company used the proceeds from the sale for general corporate purposes.

On May 17, 2012, the Company sold Hilton Village, an 80,000 square foot community center in Scottsdale, Arizona, for $24,820, resulting in a gain on the sale of assets of $3,127. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company conveyed Prescott Gateway, a 584,000 square foot regional shopping center in Prescott, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $16,296.

On June 28, 2012, the Company sold Carmel Plaza, a 112,000 square foot community center in Carmel, California, for $52,000, resulting in a gain on the sale of assets of $7,844. The Company used the proceeds from the sale to pay down its line of credit.

In December 2012, the Company recognized an impairment charge of $24,555 on Fiesta Mall, a 933,000 square foot regional shopping center in Mesa, Arizona, to write down the carrying value of the long-lived assets to their estimated fair value due to a reduction in the estimated holding period of the property. On September 30, 2013, the Company conveyed Fiesta Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $1,252.

On May 31, 2013, the Company sold Green Tree Mall, a 793,000 square foot regional shopping center in Clarksville, Indiana, for $79,000, resulting in a gain on the sale of assets of $59,767. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

14. Dispositions: (Continued)

On June 4, 2013, the Company sold Northridge Mall, an 890,000 square foot regional shopping center in Salinas, California, and Rimrock Mall, a 603,000 square foot regional shopping center in Billings, Montana. The properties were sold in a combined transaction for $230,000, resulting in a gain on the sale of assets of $82,151. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2013, the Company sold a former Mervyn's store in Milpitas, California for $12,000, resulting in a loss on the sale of assets of $2,633. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 15, 2013, the Company sold a former Mervyn's store in Midland, Texas for $5,700, resulting in a loss on the sale of assets of $2,031. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 23, 2013, the Company sold a former Mervyn's store in Grand Junction, Colorado for $5,430, resulting in a gain on the sale of assets of $1,695. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 4, 2013, the Company sold a former Mervyn's store in Livermore, California for $10,475, resulting in a loss on the sale of assets of $5,257. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 11, 2013, the Company sold Chesterfield Towne Center, a 1,016,000 square foot regional shopping center in Richmond, Virginia, and Centre at Salisbury, an 862,000 square foot regional shopping center in Salisbury, Maryland in a combined transaction for $292,500, resulting in a gain on the sale of assets of $151,467. The sales price was funded by a cash payment of $67,763, the assumption of the $109,737 mortgage note payable on Chesterfield Towne Center and the assumption of the $115,000 mortgage note payable on Centre at Salisbury. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

The Company has classified the results of operations and gain or loss on sale for all of the above dispositions as discontinued operations for the years ended December 31, 2013 and 2012. Revenues from discontinued operations were $54,752 and $94,406 for the years ended December 31, 2013 and 2012, respectively. Total income from discontinued operations, including the gain from disposition of assets, net was $289,936 and $63,223 for the years ended December 31, 2013 and 2012, respectively.

On January 1, 2014, the Company adopted ASU 2014-08 (See Note 2—Summary of Significant Accounting Policies). The Company has determined that none of the disposals during the year ended December 31, 2014 represented discontinued operations. As a result, the following dispositions during the year ended December 31, 2014 have been included in gain on sale or write down of assets, net, from continuing operations:

On January 15, 2014, the Company sold Rotterdam Square, a 585,000 square foot regional shopping center in Schenectady, New York, for $8,500, resulting in a loss on the sale of assets of $435. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On February 14, 2014, the Company sold Somersville Towne Center, a 348,000 square foot regional shopping center in Antioch, California, for $12,337, resulting in a loss on the sale of assets of $263. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 17, 2014, the Company sold Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida, for $13,280, resulting in a loss on the sale of assets of $876. The sales price was funded by a cash payment of $3,677 and the issuance of two notes receivable totaling $9,603 (See Note 6—Tenant and Other Receivables). The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On July 7, 2014, the Company sold a former Mervyn's store in El Paso, Texas for $3,560, resulting in a loss on the sale of assets of $158. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

14. Dispositions: (Continued)

On August 28, 2014, the Company sold a former Mervyn's store in Thousand Oaks, California for $3,500, resulting in a loss on the sale of assets of $80. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2014, the Company sold a leasehold interest in a former Mervyn's store in Laredo, Texas for $1,200, resulting in a gain on the sale of assets of $315. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 10, 2014, the Company sold a former Mervyn's store in Marysville, California for $1,900, resulting in a loss on the sale of assets of $3. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company sold South Towne Center, a 1,278,000 square foot regional shopping center in Sandy, Utah, for $205,000, resulting in a gain on the sale of assets of $121,873. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 29, 2014, the Company sold its 67.5% ownership interest in its consolidated joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, for $92,898, resulting in a gain on the sale of assets of $24,554. The sales price was funded by a cash payment of $61,173 and the assumption of the Company's share of the mortgage note payable on the property of $31,725. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes. As a result of the sale, the Company was discharged of the $47,946 mortgage note payable on the property and $17,217 of noncontrolling interest was reversed.

15. Future Rental Revenues:

Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company:

Year Ending December 31,
2015	$	663,007
2016	572,304
2017	494,380
2018	424,747
2019	358,973
Thereafter	1,257,743
	$	3,771,154

16. Commitments and Contingencies:

The Company has certain properties subject to non-cancelable operating ground leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. Ground lease rent expenses were $10,968, $10,579 and $8,681 for the years ended December 31, 2014, 2013 and 2012, respectively. No contingent rent was incurred for the years ended December 31, 2014, 2013 or 2012.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

16. Commitments and Contingencies: (Continued)

Minimum future rental payments required under the leases are as follows:

Year Ending December 31,
2015	$	15,449
2016	15,472
2017	15,457
2018	11,342
2019	9,821
Thereafter	309,369
	$	376,910

As of December 31, 2014, the Company was contingently liable for $18,388 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At December 31, 2014, the Company had $41,205 in outstanding obligations, which it believes will be settled in the next twelve months.

17. Related Party Transactions:

Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures for the years ended December 31:

	2014		2013		2012
Management fees	$	18,705	$	21,993	$	24,007
Development and leasing fees	11,822		10,859		13,165
	$	30,527	$	32,852	$	37,172

Certain mortgage notes on the properties are held by NML (See Note 8—Mortgage Notes Payable). Interest expense in connection with these notes was $15,134, $15,016 and $15,386 for the years ended December 31, 2014, 2013 and 2012, respectively. Included in accounts payable and accrued expenses is interest payable to this related party of $1,125 and $1,240 at December 31, 2014 and 2013, respectively.

The Company had loans to unconsolidated joint ventures to fund 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. Interest income associated with these notes was $164, $281 and $254 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2013, the balance on these loans was $2,756. There were no loans outstanding at December 31, 2014.

Due from affiliates includes $3,869 and $3,822 of unreimbursed costs and fees due from unconsolidated joint ventures under management agreements at December 31, 2014 and 2013, respectively.

Due from affiliates at December 31, 2013 also included two notes receivable from principals of AWE/Talisman ("Talisman Notes") that bore interest at 5.0% and were to mature based on the refinancing or sale of Fashion Outlets of Chicago, a 529,000 square foot outlet center in Rosemont, Illinois, or certain other specified events. AWE/Talisman was considered a related party because it had a 40% noncontrolling ownership interest in Fashion Outlets of Chicago. On

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

17. Related-Party Transactions: (Continued)

October 31, 2014, in connection with the Company's acquisition of AWE/Talisman's ownership interest in Fashion Outlets of Chicago, the balance of the Talisman Notes were settled (See Note 13—Acquisitions). The balance on these notes was $13,603 at December 31, 2013. Interest income earned on these notes was $516 and $625 for the years ended December 31, 2014 and 2013, respectively.

In addition, due from affiliates at December 31, 2014 and 2013 includes a note receivable from RED/303 LLC ("RED") that bears interest at 5.25% and matures on March 29, 2016. Interest income earned on this note was $614 and $525 for the years ended December 31, 2014 and 2013, respectively. The balance on this note receivable was $11,027 and $12,707 at December 31, 2014 and 2013, respectively. RED is considered a related party because it is a partner in a joint venture development project. The note is collateralized by RED's membership interest in a development agreement.

Also included in due from affiliates is a note receivable of $65,336 from Lennar Corporation that bears interest at LIBOR plus 2% and matures upon the completion of certain milestones in connection with the development of Candlestick Point (See Note 4—Investments in Unconsolidated Joint Ventures). Lennar Corporation is considered a related party because it has an ownership interest in Candlestick Point. Interest income earned on the note was $206 for the year ended December 31, 2014.

18. 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.

2003 Equity Incentive Plan:

The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other convertible or exchangeable units. As of December 31, 2014, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance of the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 13,825,428 shares. As of December 31, 2014, there were 3,602,672 shares available for issuance under the 2003 Plan.

Stock Awards:

The value of the stock awards was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at beginning of year	19,001		$	56.77	20,924		$	49.36	21,130		$	40.68
Granted	—		—		8,963		61.84		9,639		54.43
Vested	(9,812	)	54.45		(10,886	)	46.70		(9,845	)	35.69
Balance at end of year	9,189		$	59.25	19,001		$	56.77	20,924		$	49.36

104

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

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

Stock Units:

The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the outstanding stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	137,318		$	57.24	114,677		$	52.19	576,340		$	11.71
Granted	75,309		60.50		67,920		62.01		72,322		54.43
Vested	(68,253	)	55.14		(45,279	)	51.59		(533,985	)	8.80
Balance at end of year	144,374		$	59.94	137,318		$	57.24	114,677		$	52.19

SARs:

The executives have up to 10 years from the grant date to exercise the SARs. Upon exercise, the executives will receive unrestricted common shares for the appreciation in value of the SARs from the grant date to the exercise date.

The Company determined the value of each SAR awarded during the year ended December 31, 2012 to be $9.67 using the Black‑Scholes Option Pricing Model based upon the following assumptions: volatility of 25.85%, dividend yield of 3.69%, risk free rate of 1.20%, current value of $59.57 and an expected term of 8 years. The value of each of the other outstanding SARs was determined at the grant date to be $7.68 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. The following table summarizes the activity of SARs awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price
Balance at beginning of year	1,070,991		$	56.66	1,164,185		$	56.66	1,156,985		$	56.55
Granted	—		—		—		—		39,932		59.57
Exercised	(298,352	)	56.63		(93,194	)	56.63		(32,732	)	56.63
Balance at end of year	772,639		$	56.67	1,070,991		$	56.66	1,164,185		$	56.66

Long-Term Incentive Plan Units:

Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one-unit for one-share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include both market-indexed awards and service-based awards.

105

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

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

The market-indexed LTIP Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per common stock share relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period.

The fair value of the market-indexed LTIP Units are estimated on the date of grant using a Monte Carlo Simulation model. The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.

On February 23, 2012, the Company granted 190,000market-indexed LTIP Units at a grant date fair value of $37.77 per LTIP Unit. On April 16, 2012, the Company granted 10,000market-indexed LTIP Units at a grant date fair value of $54.97 per LTIP Unit. The market-indexed LTIP Unit grants vested over a service period ending January 31, 2013. On September 1, 2012, the Company granted 20,000 LTIP Units at a fair value of $59.57 per LTIP Unit that were fully vested on the grant date. On February 11, 2013, the compensation committee determined that the market-indexed LTIP Units granted under the LTIP in 2012 had vested at the 100% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of February 1, 2012 to January 31, 2013. As a result, the 200,000 market-indexed LTIP Units vested as of January 31, 2013.

On February 15, 2013, the Company granted 332,189market-indexed LTIP Units ("2013 LTIP Units") at a grant date fair value of $66.58 per LTIP Unit that vested over a service period ending December 31, 2013. On January 16, 2014, the compensation committee determined that the 2013 LTIP Units had vested at the 96% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of January 1, 2013 to December 31, 2013. As a result, 318,900 LTIP Units vested and 13,289 LTIP Units were forfeited as of December 31, 2013.

On January 1, 2014, the Company granted 70,042 LTIP Units with a grant date fair value of $58.89 that will vest in equal annual installments over a service period ending December 31, 2016. Concurrently, the Company granted 272,930market-indexed LTIP Units ("2014 LTIP Units") at a grant date fair value of $45.34 per LTIP Unit that vested over a service period ending December 31, 2014. The 2014 LTIP Units were equally divided between two types of awards. The terms of both types of awards were the same, except one award had an additional 3% absolute Total Return requirement, which if it was not met, then such LTIP Units would not have vested. On January 12, 2015, the compensation committee determined that the 2014 LTIP Units had vested at a 150% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of January 1, 2014 to December 31, 2014. In addition, the compensation committee determined that the applicable 3% absolute Total Return requirement was exceeded. As a result, an additional 136,465 fully-vested LTIP Units were granted on December 31, 2014.

On March 7, 2014, the Company granted 246,471 LTIP Units at a fair value of $60.25 per LTIP Unit that were fully vested on the grant date.

106

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

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

The following table summarizes the activity of the non-vested LTIP Units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	—		$	—	200,000		$	38.63	190,000		$	43.30
Granted	725,908		51.71		332,189		66.58		315,000		40.53
Vested	(679,213	)	51.22		(518,900	)	55.81		(305,000	)	44.85
Forfeited	—		—		(13,289	)	66.58		—		—
Balance at end of year	46,695		$	58.89	—		$	—	200,000		$	38.63

Stock Options:

The Company measured the value of each option awarded during the year ended December 31, 2012 to be $9.67 using the Black-Scholes Option Pricing Model based upon the following assumptions: volatility of 25.85%, dividend yield of 3.69%, risk free rate of 1.20%, current value of $59.57 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.

The following table summarizes the activity of stock options for the years ended December 31, 2014, 2013 and 2012:

	2014			2013				2012
	Options	Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Balance at beginning of year	10,068	$	59.57	12,768		$	54.69	2,700	$	36.51
Granted	—	—		—		—		10,068	59.57
Exercised	—	—		(2,700	)	36.51		—	—
Balance at end of year	10,068	$	59.57	10,068		$	59.57	12,768	$	54.69

Directors' Phantom Stock Plan:

The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock awards was determined by the amortization of the value of the stock units on a straight-line basis over the applicable service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one-unit for one-share basis. To the extent elected by a Director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 500,000. As of December 31, 2014, there were 212,947 stock units available for grant under the Directors' Phantom Stock Plan.

107

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

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

The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	17,575		$	58.66	—		$	—	15,745		$	34.84
Granted	10,747		65.54		34,266		59.04		7,896		57.29
Vested	(19,053	)	62.69		(16,691	)	59.44		(22,179	)	45.24
Forfeited	—		—		—		—		(1,462	)	33.74
Balance at end of year	9,269		$	58.35	17,575		$	58.66	—		$	—

Employee Stock Purchase Plan ("ESPP"):

The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP common stock is purchased at a 15% discount from the lesser of the fair value of common stock at the beginning and end of the offering period. A maximum of 750,000 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2014 was 540,318.

Compensation:

The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Stock awards	$	365	$	497	$	598
Stock units	4,689		3,839		3,379
LTIP units	28,598		22,778		9,436
SARs	—		—		583
Stock options	16		16		21
Phantom stock units	1,205		992		953
	$	34,873	$	28,122	$	14,970

During the year ended December 31, 2012, the Company modified the terms of 20,000 LTIP Units and 54,405 SARs of a former executive officer. As a result of this modification, the Company recognized an additional compensation cost of $1,214 during the year ended December 31, 2012.

The Company capitalized share and unit-based compensation costs of $5,410, $3,915 and $2,646 for the years ended December 31, 2014, 2013 and 2012, respectively.

The fair value of the stock awards and stock units that vested during the years ended December 31, 2014, 2013 and 2012 was $4,685, $3,516 and $30,454, respectively. Unrecognized compensation costs of share and unit-based plans at December 31, 2014 consisted of $2,751 from LTIP Units, $248 from stock awards, $2,843 from stock units, $43 from stock options and $541 from phantom stock units.

108

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

19. Employee Benefit Plans:

401(k) Plan:

The Company has a defined contribution retirement plan that covers its eligible employees (the "Plan"). The Plan is a defined contribution retirement plan covering eligible employees of the Macerich Property Management Company LLC and participating affiliates. The Plan is qualified in accordance with section 401(a) of the Code. Effective January 1, 1995, the Plan was amended to constitute a qualified cash or deferred arrangement under section 401(k) of the Code, whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. This Plan was further amended effective as of February 1, 1999 to add The Macerich Company Common Stock Fund as a new investment alternative under the Plan. A total of 150,000 shares of common stock were reserved for issuance under the Plan, which was subsequently increased by an additional 500,000 shares in February 2013. On January 1, 2004, the Plan adopted the "Safe Harbor" provision under Sections 401(k)(12) and 401(m)(11) of the Code. In accordance with adopting these provisions, the Company makes matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant. During the years ended December 31, 2014, 2013 and 2012, these matching contributions made by the Company were $3,253, $3,017 and $3,094, respectively. Contributions and matching contributions to the Plan by the plan sponsor and/or participating affiliates are recognized as an expense of the Company in the period that they are made.

Deferred Compensation Plans:

The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion prior to the beginning of the plan year, credit a participant's account with a matching amount equal to a percentage of the participant's deferral. The Company contributed $845, $843 and $648 to the plans during the years ended December 31, 2014, 2013 and 2012, respectively. Contributions are recognized as compensation in the periods they are made.

20. Income Taxes:

For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31:

	2014				2013				2012
Ordinary income	$	1.92	76.5	%	$	1.02	43.3	%	$	0.74	33.2	%
Capital gains	0.16		6.4	%	1.24		52.5	%	1.13		50.7	%
Unrecaptured Section 1250 gain	0.05		2.0	%	0.10		4.2	%	0.36		16.1	%
Return of capital	0.38		15.1	%	—		—	%	—		—	%
Dividends paid	$	2.51	100.0	%	$	2.36	100.0	%	$	2.23	100.0	%

The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.

109

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

20. Income Taxes: (Continued)

The income tax benefit (expense) of the TRSs for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014		2013			2012
Current	$	—	$	(142	)	$	—
Deferred	4,269		1,834			4,159
Income tax benefit	$	4,269	$	1,692		$	4,159

Income tax benefit of the TRSs for the years ended December 31, 2014, 2013 and 2012 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

	2014		2013			2012
Book loss for TRSs	$	10,785	$	11,709		$	16,154
Tax at statutory rate on earnings from continuing operations before income taxes	$	3,667	$	3,981		$	5,493
Other	602		(2,289		)	(1,334		)
Income tax benefit	$	4,269	$	1,692		$	4,159

The net operating loss carryforwards are currently scheduled to expire through 2034, beginning in 2024. Net deferred tax assets of $35,625 and $31,356 were included in deferred charges and other assets, net at December 31, 2014 and 2013, respectively. The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2014 and 2013 are summarized as follows:

	2014		2013
Net operating loss carryforwards	$	24,698	$	26,394
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs	8,201		3,673
Other	2,726		1,289
Net deferred tax assets	$	35,625	$	31,356

For the years ended December 31, 2014, 2013 and 2012 there were no unrecognized tax benefits.

The tax years 2010 through 2014 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.

110

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

21. Quarterly Financial Data (Unaudited):

The following is a summary of quarterly results of operations for the years ended December 31, 2014 and 2013:

	2014 Quarter Ended								2013 Quarter Ended
	Dec 31		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30		Jun 30		Mar 31
Revenues	$	322,909	$	263,491	$	254,336	$	264,511	$	282,137	$	258,154	$	245,877	$	243,307
Net income attributable to the Company(1)	$	1,429,221	$	35,914	$	16,088	$	17,819	$	144,878	$	38,123	$	218,997	$	18,092
Net income attributable to common stockholders per share-basic	$	9.52	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13
Net income attributable to common stockholders per share-diluted	$	9.51	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13

_____________________

(1) Net income attributable to the Company for the quarter ended December 31, 2014 includes the gain on remeasurement of assets of $1,423,136 from the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions). The net income attributable to the Company for the quarter ended December 31, 2013 includes the gain of $151,467 on the sale of Chesterfield Towne Center and Centre at Salisbury (See Note 14—Dispositions).

22. Subsequent Events:

On January 30, 2015, the Company announced a dividend/distribution of $0.65 per share for common stockholders and OP Unit holders of record on February 20, 2015. All dividends/distributions will be paid 100% in cash on March 6, 2015.

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, a 933,000 square foot regional shopping center in San Bernardino, California, that it did not previously own for $51,250. The purchase price was funded by a cash payment of $26,250 and the assumption of the third party's share of the mortgage note payable on the property of $25,000. Concurrent with the purchase of the joint venture interest, the Company paid off the $50,000 loan on the property. The cash payment was funded by borrowings under the Company's line of credit.

On February 19, 2015, the Company closed a $280,000 loan on Vintage Faire Mall that bears interest at a rate of 3.49% and matures on March 6, 2026.

111

THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2014

(Dollars in thousands)

	Initial Cost to Company									Gross Amount at Which Carried at Close of Period
Shopping Centers/Entities	Land		Building and Improvements		Equipment and Furnishings		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Equipment and Furnishings		Construction in Progress		Total		Accumulated Depreciation		Total Cost Net of Accumulated Depreciation
Arrowhead Towne Center	$	36,687	$	386,662	$	—	$	5,593		$	36,687	$	390,949	$	587	$	719	$	428,942	$	23,749	$	405,193
Black Canyon Auto Park	20,600		—		—		11,448			32,046		—		—		2		32,048		—		32,048
Capitola Mall	20,395		59,221		—		12,593			20,392		70,286		1,226		305		92,209		30,432		61,777
Cascade Mall	19,253		9,671		—		(676		)	18,699		9,501		48		—		28,248		274		27,974
Chandler Fashion Center	24,188		223,143		—		14,269			24,188		232,306		5,106		—		261,600		82,644		178,956
Danbury Fair Mall	130,367		316,951		—		96,784			142,751		395,362		5,942		47		544,102		104,765		439,337
Deptford Mall	48,370		194,250		—		45,576			61,029		224,815		2,352		—		288,196		52,405		235,791
Desert Sky Mall	9,447		37,245		12		2,246			9,082		38,853		953		62		48,950		5,356		43,594
Eastland Mall	22,050		151,605		—		4,906			22,066		155,715		780		—		178,561		13,815		164,746
Estrella Falls	10,550		—		—		61,328			9,405		—		—		62,473		71,878		—		71,878
Fashion Outlets of Chicago	—		—		—		250,542			40,575		207,432		2,170		365		250,542		13,988		236,554
Fashion Outlets of Niagara Falls USA	18,581		210,139		—		99,001			27,681		273,148		1,103		25,789		327,721		26,073		301,648
Flagstaff Mall	5,480		31,773		—		16,874			5,480		47,951		696		—		54,127		16,510		37,617
The Marketplace at Flagstaff Mall	—		—		—		52,830			—		52,830		—		—		52,830		16,372		36,458
FlatIron Crossing	109,851		333,540		—		16,821			109,851		347,830		1,514		1,017		460,212		25,877		434,335
Freehold Raceway Mall	164,986		362,841		—		97,368			168,098		452,330		4,767		—		625,195		134,182		491,013
Fresno Fashion Fair	17,966		72,194		—		47,132			17,966		117,511		1,754		61		137,292		52,076		85,216
Great Northern Mall	12,187		62,657		—		(20,870		)	6,981		46,704		289		—		53,974		20,693		33,281
Green Acres Mall	156,640		321,034		—		41,084			156,640		331,971		3,222		26,925		518,758		24,260		494,498
Kings Plaza Shopping Center	209,041		485,548		20,000		43,955			209,041		522,896		21,903		4,704		758,544		34,229		724,315
La Cumbre Plaza	18,122		21,492		—		24,530			17,280		46,327		345		192		64,144		20,965		43,179
Lakewood Center	140,928		534,952		—		1,666			140,928		536,408		210		—		677,546		2,758		674,788
Los Cerritos Center	85,670		612,803		—		2,669			85,670		555,646		76		59,750		701,142		2,572		698,570
Macerich Management Co.	—		8,685		26,562		32,910			1,967		7,608		52,504		6,078		68,157		41,308		26,849
MACWH, LP	—		25,771		—		16,017			11,557		27,455		—		2,776		41,788		6,990		34,798
Northgate Mall	8,400		34,865		841		103,212			13,414		130,229		3,180		495		147,318		60,674		86,644
NorthPark Mall	7,746		74,661		—		5,917			7,885		79,986		441		12		88,324		8,141		80,183
Oaks, The	32,300		117,156		—		241,248			55,527		330,909		2,457		1,811		390,704		101,862		288,842
Pacific View	8,697		8,696		—		128,517			7,854		135,586		2,470		—		145,910		54,078		91,832
Panorama Mall	4,373		17,491		—		9,719			4,857		24,328		475		1,923		31,583		9,048		22,535
Paradise Valley Mall	24,565		125,996		—		42,492			35,921		154,362		2,297		473		193,053		57,816		135,237
See accompanying report of independent registered public accounting firm.

THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2014

(Dollars in thousands)

	Initial Cost to Company									Gross Amount at Which Carried at Close of Period
Shopping Centers/Entities	Land		Building and Improvements		Equipment and Furnishings		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Equipment and Furnishings		Construction in Progress		Total		Accumulated Depreciation		Total Cost Net of Accumulated Depreciation
Paradise Village Ground Leases	8,880		2,489		—		(6,876		)	3,870		623		—		—		4,493		281		4,212
Paradise Village Office Park II	1,150		1,790		—		3,222			2,300		3,583		279		—		6,162		2,158		4,004
Promenade at Casa Grande	15,089		—		—		84,999			8,851		91,170		67		—		100,088		32,259		67,829
Queens Center	251,474		1,039,922		—		243			251,474		1,039,424		104		637		1,291,639		4,476		1,287,163
Santa Monica Place	26,400		105,600		—		299,484			44,292		359,222		7,901		20,069		431,484		66,589		364,895
SanTan Adjacent Land	29,414		—		—		6,505			30,506		—		—		5,413		35,919		—		35,919
SanTan Village Regional Center	7,827		—		—		193,020			6,344		193,478		1,025		—		200,847		71,474		129,373
SouthPark Mall	7,035		38,215		—		11,901			7,479		43,276		260		6,136		57,151		3,554		53,597
South Plains Mall	23,100		92,728		—		34,152			23,100		124,678		1,732		470		149,980		54,543		95,437
Southridge Center	6,764		—		—		18,670			6,514		18,828		91		1		25,434		1,505		23,929
Stonewood Center	4,948		302,527		—		26			4,948		302,527		26		—		307,501		1,561		305,940
Superstition Springs Center	10,928		112,718		—		1,282			9,273		113,358		89		2,208		124,928		3,942		120,986
Superstition Springs Power Center	1,618		4,420		—		6			1,618		4,343		83		—		6,044		1,464		4,580
Tangerine (Marana), The Shops at	36,158		—		—		(9,591		)	16,922		—		—		9,645		26,567		—		26,567
The Macerich Partnership, L.P.	—		2,534		—		9,942			—		—		6,301		6,175		12,476		1,971		10,505
Towne Mall	6,652		31,184		—		3,796			6,877		34,308		447		—		41,632		11,668		29,964
Tucson La Encantada	12,800		19,699		—		55,378			12,800		74,580		497		—		87,877		36,868		51,009
Twenty Ninth Street	—		37,843		64		210,459			23,599		223,399		1,244		124		248,366		86,659		161,707
Valley Mall	16,045		26,098		—		6,829			15,616		32,996		330		30		48,972		3,133		45,839
Valley River Center	24,854		147,715		—		20,124			24,854		166,096		1,743		—		192,693		44,199		148,494
Victor Valley, Mall of	15,700		75,230		—		50,537			20,080		119,247		2,140		—		141,467		34,332		107,135
Vintage Faire Mall	14,902		60,532		—		55,147			17,647		111,432		1,502		—		130,581		56,694		73,887
Washington Square	89,659		652,310		—		454			89,886		650,155		151		2,231		742,423		3,016		739,407
Westside Pavilion	34,100		136,819		—		70,923			34,100		201,490		5,876		376		241,842		88,683		153,159
Wilton Mall	19,743		67,855		—		19,653			19,810		86,190		1,117		134		107,251		24,438		82,813
500 North Michigan Avenue	12,851		55,358		—		5,985			10,991		50,254		113		12,836		74,194		5,338		68,856
Mervyn's (former locations)	10,094		68,660		—		12,738			9,449		73,481		456		8,106		91,492		19,373		72,119
Other land and development properties	49,913		—		—		34,868			37,573		14,401		113		32,694		84,781		5,902		78,879
	$	2,105,538	$	7,923,288	$	47,479	$	2,701,577		$	2,242,291	$	10,079,773	$	152,554	$	303,264	$	12,777,882	$	1,709,992	$	11,067,890

See accompanying report of independent registered public accounting firm.

THE MACERICH COMPANY

Schedule III—Real Estate and Accumulated Depreciation (Continued)

December 31, 2014

(Dollars in thousands)

Depreciation of the Company's investment in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the asset as follows:

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

The changes in total real estate assets for the three years ended December 31, 2014 are as follows:

	2014			2013			2012
Balances, beginning of year	$	9,181,338		$	9,012,706		$	7,489,735
Additions	4,042,409			943,159			1,909,530
Dispositions and retirements	(445,865		)	(774,527		)	(386,559		)
Balances, end of year	$	12,777,882		$	9,181,338		$	9,012,706

   The aggregate gross cost of the property included in the table above for federal income tax purposes was $8,035,421 (unaudited) at December 31, 2014.

The changes in accumulated depreciation for the three years ended December 31, 2014 are as follows:

	2014			2013			2012
Balances, beginning of year	$	1,559,572		$	1,533,160		$	1,410,692
Additions	289,178			284,500			241,231
Dispositions and retirements	(138,758		)	(258,088		)	(118,763		)
Balances, end of year	$	1,709,992		$	1,559,572		$	1,533,160

See accompanying report of independent registered public accounting firm.

114

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2015.

THE MACERICH COMPANY
	/s/ ARTHUR M. COPPOLA
By
	Arthur M. Coppola
	Chairman and Chief Executive Officer

115

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ ARTHUR M. COPPOLA	Chairman and Chief Executive Officer and Director	February 23, 2015
Arthur M. Coppola	(Principal Executive Officer)
/s/ DANA K. ANDERSON	Vice Chairman of the Board	February 23, 2015
Dana K. Anderson
/s/ EDWARD C. COPPOLA	President and Director	February 23, 2015
Edward C. Coppola
/s/ DOUGLAS ABBEY	Director	February 23, 2015
Douglas Abbey
/s/ FREDERICK HUBBELL	Director	February 23, 2015
Frederick Hubbell
/s/ DIANA LAING	Director	February 23, 2015
Diana Laing
/s/ STANLEY MOORE	Director	February 23, 2015
Stanley Moore
/s/ MASON ROSS	Director	February 23, 2015
Mason Ross
/s/ DR. WILLIAM SEXTON	Director	February 23, 2015
Dr. William Sexton
/s/ STEVEN SOBOROFF	Director	February 23, 2015
Steven Soboroff
/s/ ANDREA STEPHEN	Director	February 23, 2015
Andrea Stephen
/s/ JOHN SULLIVAN	Director	February 23, 2015
John Sullivan
/s/ THOMAS E. O'HERN	Senior Executive Vice President, Treasurer and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)	February 23, 2015
Thomas E. O'Hern

116

EXHIBIT INDEX

Exhibit Number	Description
2.1	Contribution Agreement and Joint Escrow Instructions, dated October 21, 2012, by and among Alexander's Kings Plaza, LLC, Alexander's of Kings, LLC, Kings Parking, LLC and Brooklyn Kings Plaza LLC (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date November 28, 2012).
2.2	Agreement of Sale and Purchase, dated October 21, 2012, by and among Green Acres Mall, L.L.C. and Valley Stream Green Acres LLC (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 24, 2013).
2.3	Master Agreement, dated November 14, 2014, by and among Pacific Premier Retail LP, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, 1700480 Ontario Inc. and the Company (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014).
3.1	Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)).
3.1.1	Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995).
3.1.2	Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
3.1.3	Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
3.1.4	Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3, as amended (No. 333-88718)).
3.1.5	Articles of Amendment of the Company (declassification of Board) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
3.1.6	Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date February 5, 2009).
3.1.7	Articles of Amendment of the Company (increased authorized shares) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
3.1.8	Articles of Amendment of the Company (to eliminate the supermajority vote requirement to amend the charter and to clarify a reference in Article NINTH) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 30, 2014).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 29, 2014).
4.1	Form of Common Stock Certificate (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, as amended, event date November 10, 1998).
4.2	Form of Preferred Stock Certificate (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3 (No. 333-107063)).

117

Exhibit Number	Description
10.1	Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
10.1.1	Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 27, 1997 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997).
10.1.2	Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.1.3	Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.1.4	Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.1.5	Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
10.1.6	Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 23, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
10.1.7	Eighth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 9, 2000 (incorporated by reference as an exhibit to the Company's 2000 Form 10-K).
10.1.8	Ninth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated July 26, 2002 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K event date July 26, 2002).
10.1.9	Tenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated October 26, 2006 (incorporated by reference as an exhibit to the Company's 2006 Form 10-K).
10.1.10	Eleventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 2007 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).
10.1.11	Twelfth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 30, 2009 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
10.1.12	Thirteenth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of October 29, 2009 (incorporated by reference as an exhibit to the Company's 2009 Form 10-K).
10.1.13	Form of Fourteenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
10.2	[Intentionally omitted]
10.3	[Intentionally omitted]

118

Exhibit Number		Description
10.4		[Intentionally omitted]
10.5	*	Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
10.5.1	*	Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.5.2	*	Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
10.5.3	*	Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.6	*	Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
10.6.1	*	Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.6.2	*	Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2011).
10.6.3	*	Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.7	*	Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2013) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
10.8	*	2013 Deferred Compensation Plan for Executives (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.8.1	*	Amendment Number 1 to 2013 Deferred Compensation Plan for Executives (March 29, 2013) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
10.9		Deferred Compensation Plan Rabbi Trust between the Company and Wilmington Trust, National Association, effective as of October 1, 2012 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.10		Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
10.11		Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company (incorporated by reference as an exhibit to the Company’s 1996 Form 10-K).

119

Exhibit Number	Description
10.12	Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership, the Company and Taubman Realty Group Limited Partnership (Registration rights assigned by Taubman to three assignees) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
10.13	Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
10.14	Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.15	Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.16	Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.17	List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.18	Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
10.19	Form of Indemnification Agreement between the Company and its executive officers and directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.20	Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
10.20.1	List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
10.21	Registration Rights Agreement between the Company and 1700480 Ontario Inc. dated as of November 14, 2014 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014).
10.22	$1,500,000,000 Revolving Loan Facility and $125,000,000 Term Loan Facility Amended and Restated Credit Agreement, dated as of August 6, 2013, by and among the Company, The Macerich Partnership, L.P., Deutsche Bank Trust Company Americas, as administrative agent; Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunning managers; JP Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as co-syndication agents, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date August 6, 2013).
10.23	Amended and Restated Unconditional Guaranty, dated as of August 6, 2013, by the Company in favor of Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date August 6, 2013).
10.24	Tax Matters Agreement dated as of July 26, 2002 between The Macerich Partnership L.P. and the Protected Partners (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
10.24.1	Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

120

Exhibit Number		Description
10.25		[Intentionally omitted]
10.26		[Intentionally omitted]
10.27	*	2003 Equity Incentive Plan, as amended and restated as of May 30, 2014 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 2014).
10.27.1	*	Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).
10.27.2	*	Form of Restricted Stock Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.27.3	*	Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan.
10.27.4	*	Form of Employee Stock Option Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.27.5	*	Form of Non-Qualified Stock Option Grant under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.27.6	*	Form of Restricted Stock Award Agreement for Non-Management Directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.27.7	*	Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan for Non-Employee Directors. (incorporated by reference as an exhibit to the Company's 2013 Form 10-K).
10.27.8	*	Form of Stock Appreciation Right under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.27.9	*	Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (service-based) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.27.10	*	Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.27.11	*	Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based with absolute total return threshold) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.27.12	*	Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (fully-vested) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.27.13	*	Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based/outperformance).
10.28	*	Amendment and Restatement of the Employee Stock Purchase Plan (as amended and restated as of June 1, 2013) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
10.28.1	*	First Amendment to Amended and Restated Employee Stock Purchase Plan (October 23, 2014) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

121

Exhibit Number		Description
10.29	*	Form of Management Continuity Agreement (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.29.1	*	List of Omitted Management Continuity Agreements (incorporated by reference as an exhibit to the Company's 2013 Form 10-K).
10.29.2	*	Termination of Management Continuity Agreement between the Company and Arthur M. Coppola, effective March 15, 2013 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
10.29.3	*	Notices dated August 28, 2013 from the Company to Edward Coppola and Thomas O’Hern regarding their respective management continuity agreements (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
10.29.4	*	Management Continuity Agreement between the Company and Thomas J. Leanse, effective January 1, 2013 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.30	*	Employment Agreement between the Company, The Macerich Partnership, L.P. and Thomas J. Leanse, effective as of September 1, 2012 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.31		2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP dated as of April 25, 2005 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
10.32		Registration Rights Agreement dated as of April 25, 2005 among the Company and the persons names on Exhibit A thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
10.33	*	Description of Director and Executive Compensation Arrangements
21.1		List of Subsidiaries
23.1		Consent of Independent Registered Public Accounting Firm (KPMG LLP)
31.1		Section 302 Certification of Arthur Coppola, Chief Executive Officer
31.2		Section 302 Certification of Thomas O'Hern, Chief Financial Officer
32.1		Section 906 Certifications of Arthur Coppola and Thomas O'Hern
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document

122

Exhibit Number	Description
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

123

EX-10.33

Exhibit 10.33

Description of Director and Executive Compensation Arrangements

A.    Non-Employee Director Compensation, effective August 7, 2013.

Annual Retainer for Service on the Board:

• $60,000 payable in quarterly installments.

Annual Equity Award for Service on the Board:

• An equity award equal to $110,000 based upon the closing price of our common stock on the NYSE on the date of the grant. The grant is made in March of each year with a one year vesting period.

Annual Retainer for Lead Director – $30,000.

Annual Retainer for Chairperson of the Audit and Compensation Committees – $32,500.

Annual Retainer for Chairperson of the Nominating & Corporate Governance Committee – $25,000.

Annual Retainer for Committee Membership – $12,500 for each Committee (non-chair members).

Each equity award is made pursuant to the Company’s 2003 Equity Incentive Plan. In addition, the Director Phantom Stock Plan offers non-employee directors the opportunity to defer cash compensation and to receive that compensation (to the extent that it is actually earned by service during that period) in shares of common stock rather than in cash after termination of service or on a specific payment date. In addition, non-employee directors are able to defer all or a portion of their equity awards and receive the underlying common stock after termination of service or on a specific payment date.

B.    Executive Officers.

The base salaries for the Company’s current executive officers who were named executive officers in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 18, 2014 are as follows:

Arthur M. Coppola, Chairman of the Board and Chief Executive Officer	$1,000,000
Edward C. Coppola, President	$800,000
Thomas E. O'Hern, Senior Executive Vice President, Chief Financial Officer and Treasurer	$550,000
Thomas J. Leanse, Senior Executive Vice President, Chief Legal Officer and Secretary	$500,000
Robert D. Perlmutter, Executive Vice President, Leasing	$500,000

The Company has an annual incentive compensation program for our executive officers under which bonuses, which may be in the form of cash and/or equity awards, are granted to reflect corporate and individual performance during the prior calendar year. The actual bonus amounts granted are determined by the Compensation Committee based on its assessment of corporate and individual performance for each executive officer.

The Company also has a long-term incentive plan for its executive officers consisting of LTIP Units, which may be service-based LTIP Units or performance-based LTIP Units. Service-based LTIPs typically vest over a period of three years. Performance-based LTIP Units vest based on the percentile ranking of our total stockholder return per share of common stock for the performance period relative to all publicly-traded equity REITS, excluding all mortgage REITs, as measured at the end of the performance period.

EX-10.27.13

Exhibit 10.27.13

THE MACERICH COMPANY2014-2 LTIP UNIT

AWARD AGREEMENT

2014-2 LTIP UNIT AWARD AGREEMENT made as of the date set forth on Schedule A hereto between The Macerich Company, a Maryland corporation (the “Company”), its subsidiary The Macerich Partnership, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the party listed on Schedule A (the “Grantee”).

RECITALS

A.The Grantee is a key employee of the Company or one of its Subsidiaries or affiliates and provides services to the Partnership.

B.Pursuant to its Long-Term Incentive Plan (“LTIP”) the Company can award units of limited partnership interest of the Partnership designated as “LTIP Units” in the Partnership Agreement (as defined herein) under The Macerich Company 2003 Equity Incentive Plan, as amended (the “2003 Plan”), to provide certain key employees of the Company or its Subsidiaries and affiliates, including the Grantee, in connection with their employment with the long-term incentive compensation described in this Award Agreement (this “Agreement” or “Award Agreement”), and thereby provide additional incentive for them to promote the progress and success of the business of the Company and its Subsidiaries and affiliates, including the Partnership, while increasing the total return to the Company’s stockholders. 2014-2 LTIP Units (as defined herein) have been awarded by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to authority delegated to it by the Board as set forth in the Committee’s charter, including authority to make grants of equity interests in the Partnership which may, under certain circumstances, become exchangeable for shares of the Company’s Common Stock reserved for issuance under the 2003 Plan, or any successor equity plan (as any such plan may be amended, modified or supplemented from time to time, collectively the “Stock Plan”)). This Agreement evidences an award to the Grantee under the LTIP (this “Award”), which is subject to the terms and conditions set forth herein.

C.The Grantee was selected by the Committee to receive this Award as one of a select group of highly compensated or management employees who, through the effective execution of their assigned duties and responsibilities, are in a position to have a direct and measurable impact on the Company’s long-term financial results. Effective as of the grant date specified in Schedule A hereto, the Committee awarded to the Grantee the number of 2014-2 LTIP Units (as defined herein) set forth in Schedule A and such number was determined in

accordance with the vesting schedule of the Award 2014 LTIP Units (PB) and Award 2014 LTIP Units (PB-AT).

NOW, THEREFORE, the Company, the Partnership and the Grantee agree as follows:

1.Administration.The LTIP and all awards thereunder, including this Award, shall be administered by the Committee, which in the administration of the LTIP shall have all the powers and authority it has in the administration of the Stock Plan, as set forth in the Stock Plan. The Committee may from time to time adopt any rules or procedures it deems necessary or desirable for the proper and efficient administration of the LTIP, consistent with the terms hereof and of the Stock Plan. The Committee’s determinations and interpretations with respect to the LTIP and this Agreement shall be final and binding on all parties.

2.Definitions.Capitalized terms used herein without definitions shall have the meanings given to those terms in the Stock Plan. In addition, as used herein:

“Award 2014 LTIP Units (PB)” means the LTIP Units granted by the Committee to the Grantee on January 1, 2014.

“Award 2014 LTIP Units (PB-AT)” means the LTIP Units granted by the Committee to the Grantee on January 1, 2014 which include an absolute 3% total return threshold.

“Award 2014-2 LTIP Units” has the meaning set forth in Section 3.

“Change of Control” means any of the following:

(a)    The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 33% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or successor or (iv) any acquisition by any entity pursuant to a transaction that complies with (c)(i), (c)(ii) and (c)(iii) below;

(b)    Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption

of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (“Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 20% existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)    Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means shares of the Company’s common stock, par value $0.01 per share, either currently existing or authorized hereafter.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any given date, the fair market value of a security determined by the Committee using any reasonable method and in good faith (such determination will be made in a manner that satisfies Section 409A of the Code and in good-faith as required by Section 422(c)(1) of the Code); provided that (a) if the security is then listed on a national stock exchange, the fair market value of such security on any date shall be the closing sales price per Share on the principal national stock exchange on which the security is listed on

such date (or, if such date is not a trading date on which there was a sale of such security on such exchange, the last preceding date on which there was a sale of such security on such exchange), (b) if the security is not then listed on a national stock exchange but is then traded on an over-the-counter market, the fair market value of such security on any date shall be the average of the closing bid and asked prices for such security in the principal over-the-counter market on which such security is traded on such date (or, if such date is not a trading date on which there was a sale of such security on such market, for the last preceding date on which there was a sale of such security in such market), or (c) if the security is not then listed on a national stock exchange or traded on an over-the-counter market, the fair market value of such security on any date shall be such value as the Committee in its discretion may in good faith determine; provided that, where Shares are so listed or traded, the Committee may make such discretionary determinations where Shares have not been traded for 10 trading days.

“2014-2 LTIP Units” means units of limited partnership interest of the Partnership designated as “LTIP Units” in the Partnership Agreement awarded pursuant to this Agreement under the LTIP having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption set forth in the Partnership Agreement.

“Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of March 16, 1994, among the Company, as general partner, and the limited partners who are parties thereto, as amended from time to time.

“Performance Period” means, the period commencing on (and including) January 1, 2014 and concluding on (and including) December 31, 2014.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or "group" (as defined in the Exchange Act).

“Service Agreement” means, as of a particular date, any employment, consulting or similar service agreement, including, without limitation, management continuity agreement, then in effect between the Grantee, on the one hand, and the Company or one of its affiliates, on the other hand, as amended or supplemented through such date.

“Share” means a share of Common Stock, subject to adjustments pursuant to Section 6.2 of the 2003 Plan.

“Share Price” means, as of a particular date, the arithmetic mean of the Fair Market Value of one Share over the ten (10) consecutive trading days prior to, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date).

“Units” means Partnership Units (as defined in the Partnership Agreement) that are outstanding or are issuable upon the conversion, exercise, exchange or redemption of any securities of any kind convertible, exercisable, exchangeable or redeemable for Partnership Units.

3.Award of 2014-2 LTIP Units.

On the terms and conditions set forth in this Agreement, as well as the terms and conditions of the Stock Plan, the Grantee is hereby granted this Award consisting of the number of 2014-2 LTIP Units set forth on Schedule A hereto, which is incorporated herein by reference and represents 2014-2 LTIP Units (PB) and 2014-2 LTIP Units (PB-AT) (collectively, the “Award 2014-2 LTIP Units”). Award 2014-2 LTIP Units shall constitute and be treated as the property of the Grantee as of the grant date, subject to the terms of this Agreement and the Partnership Agreement.

4.Grantee’s Service Agreement Relationship.

(a)If the Grantee is a party to a Service Agreement, the provisions of Section 4(b) below shall govern Grantee’s Award 2014-2 LTIP Units exclusively in the event of a Change of Control, unless the Service Agreement contains provisions that expressly refer to this Section 4 and provides that those provisions of the Service Agreement shall instead govern with regard to the Grantee’s Award 2014-2 LTIP Units.

(b)To the extent that the Grantee’s Service Agreement entitles the Grantee to receive any severance payments, or any other similar term used in the Grantee’s Service Agreement, from the Company in case of a termination of the Grantee’s employment following a Change of Control or a similar event (“Change of Control Benefits”), then for purposes of calculating the Grantee’s entitlement to such Change of Control Benefits, the Award 2014-2 LTIP Units shall be included as part of the Grantee’s bonus amount, or any other similar term used in the Grantee’s Service Agreement, for the Performance Period. The value of the Award 2014-2 LTIP Units for purposes of determining such bonus amount shall be calculated by multiplying the Share Price as of the end of the Performance Period by the number of Award 2014-2 LTIP Units.

5.Payments by Award Recipients.No amount shall be payable to the Company or the Partnership by the Grantee at any time in respect of this Award.

6.Distributions.Distributions on Award 2014-2 LTIP Units will be paid in accordance with the Partnership Agreement as modified hereby as follows:

(a)A payment of cash shall be made to the Grantee as soon as practicable after the time of issuance of Award 2014-2 LTIP Units in an amount equal to (i) the total amount of all distributions (regular, special, extraordinary or otherwise) paid with respect to one Unit between January 1, 2014 and December 31, 2014 multiplied by (ii) the number of Award 2014-2 LTIP Units issued.

(b)The LTIP Unit Distribution Participation Date (as defined in the Partnership Agreement) with respect to the Award 2014-2 LTIP Units shall be December 31, 2014. The Award 2014-2 LTIP Units shall be entitled to receive the full distribution payable on Units outstanding as of the record date next following December 31, 2014, whether or not they will have been outstanding for the whole period.

7.Restrictions on Transfer. None of the 2014-2 LTIP Units shall be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the Partnership Agreement (a) until after December 31, 2016 other than in connection with a Change of Control, and (b) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement; provided that clause (a) above shall not apply with respect to the conversion into Units of 2014-2 LTIP Units (“Converted LTIP Units”) or with respect to any Transfer either of 2014-2 LTIP Units or of Converted LTIP Units, so long as such Transfer is permitted under the Partnership Agreement and is in connection with donative, estate or tax planning by the Grantee; and provided, further, that the Transferee agrees in writing with the Company and the Partnership not to make any further Transfer of such 2014-2 LTIP Units Converted LTIP Units other than as permitted by this Section 7. In connection with any Transfer of 2014-2 LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of 2014-2 LTIP Units not in accordance with the terms and conditions of this Section 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any 2014-2 LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any 2014-2 LTIP Units. The restrictions on Transfer in this Section 7 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee’s LTIP Units or Converted LTIP Units that are payable in the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by the Company.

8.Changes in Capital Structure. Without duplication with the provisions of Section 6.2 of the Stock Plan, if (a) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or significant portion of assets or other fundamental transaction similar thereto, (b) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company shall occur, (c) any extraordinary dividend or other distribution to holders of shares of Common Stock or Units other than regular cash dividends shall be made, or (d) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Award, the LTIP or the 2014-2 LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award, the LTIP and the terms of the 2014-2 LTIP Units prior to such event, including, without limitation: (i) adjustments in the 2014-2 LTIP Units or other pertinent terms of this Award; and (ii) substitution of other awards under the Stock Plan or otherwise. The Grantee shall have the right to vote the 2014-2 LTIP Units if and when voting is allowed under the Partnership Agreement.

9.Miscellaneous.

(a)Amendments; Modifications. This Agreement may be amended or modified only with the consent of the Company and the Partnership; provided that any such amendment or modification materially and adversely affecting the rights of the Grantee hereunder must be consented to by the Grantee to be effective as against him; and provided, further, that the Grantee acknowledges that the Stock Plan may be amended or discontinued in accordance with Section 6.6 thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Company and the Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall impair the Grantee’s rights under this Agreement without the Grantee’s written consent. Notwithstanding the foregoing, this Agreement may be amended in writing signed only by the Company to correct any errors or ambiguities in this Agreement and/or to make such changes that do not materially adversely affect the Grantee’s rights hereunder. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement. This grant shall in no way affect the Grantee’s participation or benefits under any other plan or benefit program maintained or provided by the Company.

(b)    Incorporation of Stock Plan; Committee Determinations. The provisions of the Stock Plan are hereby incorporated by reference as if set forth herein. In the event of a conflict between this Agreement and the Stock Plan, this Agreement shall be controlling and determinative. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications.

(c)    Status as a Partner. As of the grant date set forth on Schedule A, the Grantee shall be admitted as a partner of the Partnership with beneficial ownership of the number of Award 2014-2 LTIP Units issued to the Grantee as of such date pursuant to Section 3 hereof by: (A) signing and delivering to the Partnership a copy of this Agreement; and (B) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). The Partnership records shall reflect the issuance to the Grantee of Award 2014-2 LTIP Units pursuant to Section 3 hereof, if any, whereupon the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to the total number of 2014-2 LTIP Units then held by the Grantee, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein and in the Partnership Agreement.

(d)    Status of 2014-2 LTIP Units under the Stock Plan. Insofar as the LTIP has been established as an incentive program of the Company and the Partnership, the 2014-2 LTIP Units are both issued as equity securities of the Partnership and granted as awards under the Stock Plan. The Company will have the right at its option, as set forth in the Partnership Agreement, to issue shares of Common Stock in exchange for Units into which 2014-2 LTIP Units may have been converted pursuant to the Partnership Agreement, subject to certain

limitations set forth in the Partnership Agreement, and such shares of Common Stock, if issued, will be issued under the Stock Plan. The Grantee must be eligible to receive the 2014-2 LTIP Units in compliance with applicable federal and state securities laws and to that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit B). The Grantee acknowledges that the Grantee will have no right to approve or disapprove such determination by the Committee.

(e)    Legend. The records of the Partnership evidencing the 2014-2 LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such 2014-2 LTIP Units are subject to restrictions as set forth herein, in the Stock Plan and in the Partnership Agreement.

(f)    Compliance With Securities Laws. The Partnership and the Grantee will make reasonable efforts to comply with all applicable securities laws. In addition, notwithstanding any provision of this Agreement to the contrary, no 2014-2 LTIP Units will be issued at a time that such issuance would result in a violation of any such laws.

(g)    Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2014-2 LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2014-2 LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2014-2 LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider trading policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

(h)    Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

(i)    Governing Law. This Agreement is made under, and will be construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws of such state.

(j)    No Obligation to Continue Position as an Employee, Consultant or Advisor. Neither the Company nor any affiliate is obligated by or as a result of this Agreement to continue to have the Grantee as an employee, consultant or advisor and this Agreement shall

not interfere in any way with the right of the Company or any affiliate to terminate the Grantee’s service relationship at any time.

(k)    Notices. Any notice to be given to the Company shall be addressed to the Secretary of the Company at its principal place of business and any notice to be given the Grantee shall be addressed to the Grantee at the Grantee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Grantee may hereafter designate in writing to the other.

(l)    Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.

(m)    Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

(n)     Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

(o)    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and the Partnership, on the one hand, and any successors to the Grantee, on the other hand, by will or the laws of descent and distribution, but this Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Grantee.

(p)    409A. This Agreement shall be construed, administered and interpreted in accordance with a good faith interpretation of Section 409A of the Code. Any provision of this Agreement that is inconsistent with Section 409A of the Code, or that may result in penalties under Section 409A of the Code, shall be amended, in consultation with the Grantee and with the reasonable cooperation of the Grantee and the Company, in the least restrictive manner necessary to (i) exclude the 2014-2 LTIP Units from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, in each case without diminution in the value of the benefits granted hereby to the Grantee.

(q)    Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the

complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed as of the 31^st day of December, 2014.

THE MACERICH COMPANY

By:    

Thomas J. Leanse

Senior Executive Vice President, Chief

Legal Officer and Secretary

THE MACERICH PARTNERSHIP, L.P.

By:    The Macerich Company,

its general partner

By:    

Thomas J. Leanse

Senior Executive Vice President, Chief

Legal Officer and Secretary

GRANTEE

Name

EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of The Macerich Company, L.P., hereby accepts all of the terms and conditions of (including, without limitation, the provisions related to powers of attorney), and becomes a party to, the Agreement of Limited Partnership, dated as of March 16, 1994, of The Macerich Partnership, L.P., as amended (the “Partnership Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Grantee:

1.    The Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of Partnership Units. Without limitation of the foregoing, the Limited Partner is deemed to have made all of the acknowledgements, waivers and agreements set forth in Sections 10.6 and 13.11 of the Partnership Agreement.

2.    The Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Partnership Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General Partner delivers to the Limited Partner shares of common stock of the General Partner (“Common Shares”) upon redemption of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.

3.    The Limited Partner hereby affirms that it has appointed the General Partner, any liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, in accordance with Section 6.10 of the Partnership Agreement, which section is hereby incorporated by reference. The foregoing power

327985.1

of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

4.    The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 9.1 or the Redemption Rights Exhibit of the Partnership Agreement intended to increase the waiting period between the delivery of a notice of redemption and the redemption date to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions described in Treasury Regulations Section 1.7704‑1(f).

5.    The Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph 4(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

6.    The Limited Partner agrees that it will not transfer any interest in the Partnership Units (i) through a national, non-U.S., regional, local or other securities exchange or (ii) an over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (iii) to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on behalf of others.

7.    The Limited Partner acknowledges that the General Partner shall be a third party beneficiary of the representations, covenants and agreements set forth in Sections 4 and 5 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise, Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations and covenants set forth in Sections 4 and 5 hereof.

8.    This Acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Signature Line for Limited Partner:

Name: ______________________
Date: December 31, 2014

Address of Limited Partner:

_________________________

__________________________

EXHIBIT B

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a)The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i)The Company’s latest Annual Report to Stockholders;

(ii)The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;

(iii)The Company’s Report on Form 10-K for the fiscal year most recently ended;

(iv)The Company’s Form 10-Q, if any, for the most recently ended quarter filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;

(v)Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;

(vi)The Partnership Agreement;

(vii)The Stock Plan; and

(viii)The Company’s Articles of Amendment and Restatement, as amended.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Grantee as a holder of 2014-2 LTIP Units shall not constitute an offer of 2014-2 LTIP Units until such determination of suitability shall be made.

(b)The Grantee hereby represents and warrants that

(i)The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act, or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise him with respect to the grant to him of 2014-2 LTIP Units, the potential conversion of 2014-2 LTIP Units into units of limited partnership of the Partnership (“Common Units”) and the potential redemption of such Common Units for shares the Company’s common stock (“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.

(ii)The Grantee, after due inquiry, hereby certifies that for purposes of Rule 506(d) and Rule 506(e) of the Securities Act, he is not subject to any felony or misdemeanor conviction related to any securities matter; any federal or state order, judgment, decree or injunction related to any securities, insurance, banking or U.S. Postal Service matter; any SEC disciplinary or cease and desist order; or any suspension, expulsion or bar related to a registered national securities exchange, national or affiliated securities association or member thereof, whether it occurred or was issued before, on or after September 23, 2013, and agrees that he will notify the Company immediately upon becoming aware that the foregoing is not, or is no longer, complete and accurate in every material respect, including as a result of events occurring after the date hereof.

(iii)The Grantee understands that (A) the Grantee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of 2014-2 LTIP Units may become subject, to his particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed decision to accept the award of 2014-2 LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the 2014-2 LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to his receipt of 2014-2 LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the 2014-2 LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by the Partnership or the Company.

(iv)The 2014-2 LTIP Units to be issued, the Common Units issuable upon conversion of the 2014-2 LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Grantee’s right (subject to the terms of the 2014-2 LTIP Units, the Stock Plan, the agreement of limited partnership of the Partnership, the articles of organization of the Company, as amended, and the Award Agreement) at all times to sell or otherwise dispose of all or any part of his 2014-2 LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.

(v)The Grantee acknowledges that (A) neither the 2014-2 LTIP Units to be issued, nor the Common Units issuable upon conversion of the 2014-2 LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such 2014-2 LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such 2014-2 LTIP Units or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such 2014-2 LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such 2014-2 LTIP Units or the Common Units issuable upon conversion of the 2014-2 LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, the Company may issue such REIT Shares under the Stock Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Grantee is eligible to receive such REIT Shares under the Stock Plan at the time of such issuance, (II) the Company has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such 2014-2 LTIP Units acquired hereby and the Common Units issuable upon conversion of the 2014-2 LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Grantee may have to bear the economic risk of his ownership of the 2014-2 LTIP Units acquired hereby and the Common Units issuable upon conversion of the 2014-2 LTIP Units for an indefinite period of time.

(vi)The Grantee has determined that the 2014-2 LTIP Units are a suitable investment for the Grantee.

(vii)No representations or warranties have been made to the Grantee by the Partnership or the Company, or any officer, director, stockholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in the Partnership or the 2014-2 LTIP Units except the information specified in paragraph (b) above.

(c)So long as the Grantee holds any 2014-2 LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of 2014-2 LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

(d)The address set forth on the signature page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

SCHEDULE A TO 2014-2 LTIP UNIT AWARD AGREEMENT

Date of Award Agreement:	December 31, 2014
Name of Grantee:
Grant Date:	December 31, 2014
Number of Award 2014-2 LTIP Units (PB) Subject to Grant:
Number of Award 2014-2 LTIP Units (PB-AT) Subject to Grant:
Total Number of Award 2014-2 LTIP Units Subject to Grant:

Initials of Company representative: _________

Initials of Grantee: _________

EX-10.27.3

Exhibit 10.27.3

THE MACERICH COMPANY

STOCK UNIT AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN

Participant Name:
Soc. Sec. No.:
No. Stock Units:	(1)
Vesting Schedule:	33 1/3% of the Stock Units (as defined below) on each of March __, 20__, March __, 20__, and March __, 20__.
Award Date:	March __, 20__

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the “Operating Partnership”), and the employee named above (the “Participant”), and is delivered under The Macerich Company 2003 Equity Incentive Plan, as it may be amended from time to time, which includes any applicable programs under the Plan (the “Plan”).

WITNESSETH

WHEREAS, pursuant to the Plan, the Corporation has granted to the Participant with reference to services rendered and to be rendered to the Company, effective as of the Award Date, a stock unit award (the “Stock Unit Award” or “Award”), upon the terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1.Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2.Grant. Subject to the terms of this Agreement and the Plan, the Corporation grants to the Participant a Stock Unit Award with respect to an aggregate number of Stock Units (the “Stock Units”) set forth above. The consideration for the shares issuable with respect to the Stock Units on the terms set forth in this Agreement includes services and the rights hereunder in an amount not less than the minimum lawful consideration under Maryland law.

(1) Subject to adjustment under Section 6.2 of the Plan and the terms of this Agreement.

3.Vesting. The Award shall vest and become nonforfeitable (subject to Section 6.4 of the Plan), with respect to the portion of the total number of Stock Units comprising the Award (subject to adjustment under Section 6.2 of the Plan) on the dates specified in the Vesting Schedule above, subject to earlier termination or acceleration as provided herein or in the Plan.

The vesting of the Stock Units shall at all times be treated as a series of separate payments (on the respective vesting dates) for purposes of Section 409A of the Code.

4.Continuance of Employment Required. Except as otherwise provided in Sections 8(c) or 9 or pursuant to the Plan, the Vesting Schedule requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment and rights and benefits under this Agreement. Partial service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as herein provided in Section 8 below or under the Plan.

5.Dividend and Voting Rights.

(a)Limitations on Rights Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant.  No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

(b)Dividend Equivalent Rights Distributions. As of any applicable dividend or distribution payment date, the Participant shall, except as otherwise provided below in this Section 5(b), receive a payment of cash, shares of Common Stock or other property, as determined by the Committee, on the dividend payment date in an amount equal to or, if applicable, of equivalent value as the full amount of the dividend or distribution then made with respect to each share of Common Stock (a “Dividend Equivalent Right”) multiplied by the number of Stock Units in the Participant’s Stock Unit Account as of the applicable dividend record date. Any cash, shares or other property paid on account of Dividend Equivalent Rights with respect to this Award shall be fully vested and nonforfeitable when paid. Dividend Equivalent Rights shall be paid only with respect to cash dividends and distributions, and dividends in connection with which holders of shares of Common Stock have the right to elect to receive cash, shares of Common Stock of equivalent value, or a combination thereof (dividends referred to in this sentence are referred to as “Cash or Combination Dividends”). Cash or Combination Dividends do not include any dividend declared by the Corporation solely in shares of Common Stock or other non-cash property (a “Stock Dividend”). Regardless of the form in which the applicable dividend or distribution is paid to holders of Common Stock, the Committee shall have the authority, in its sole discretion, in connection with each dividend to determine whether Dividend Equivalent Rights are satisfied through the payment of cash, the delivery of shares of Common Stock of equivalent value, other property, or any combination thereof, including without limitation such combination as (i) is determined on the basis of

elections made by holders of shares of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) or (ii) is applicable to those holders of Common Stock who fail to make a valid election. The Committee shall also have the authority to determine the measure of equivalent value per share through such valuation methodologies as it deems reasonable, including without limitation a formula based on (I) such combination of cash and shares of Common Stock as reflects the relative percentages of the aggregate dividend or distribution paid by the Corporation after giving effect to all valid elections received by the Corporation from holders of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) and (II) the value per share of Common Stock used to calculate the number of shares of Common Stock to be issued on the applicable dividend or distribution payment date on account of such dividend or distribution to holders of Common Stock.

6.Restrictions on Transfer. Prior to the time they vest, neither the Stock Units comprising the Award nor any other rights of the Participant under this Agreement or the Plan may be transferred, except as expressly provided in Sections 1.8 and 4.1 of the Plan. No other exceptions have been authorized by the Committee.

7.Timing and Manner of Distribution with Respect to Stock Units. Any Stock Unit credited to a Participant’s Stock Unit Account will be distributed in shares of Common Stock as it vests. The Participant or other person entitled under the Plan to receive the shares shall deliver to the Company any representations or other documents or assurances required pursuant to Section 6.4 of the Plan.

8.Effect of Termination of Employment.

(a)Forfeiture after Certain Events.  Except as provided in Sections 8(c) and 9 hereof, the Participant’s Stock Units shall be extinguished to the extent such Stock Units have not become vested upon the date the Participant is no longer employed by the Company for any reason, whether with or without Cause, voluntarily or involuntarily.  Whether the Participant is no longer employed by the Company shall be determined in a manner that is consistent with the definition of “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder, based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipate that no further services will be performed after a specified date or that the level of bona fide services the Participant would perform after such date would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding 36 months (or the full period of service if less than 36 months). If an entity ceases to be a Subsidiary that is considered to be a single employer or service recipient with the Corporation (as defined in Treasury Regulations Section 1.409A-1(h)(3)), such action shall be deemed to be a termination of employment of all employees of that entity, but the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the remaining Stock Units held by such employees, effective immediately upon such event.

(b)Termination of Stock Units. If any Stock Units are extinguished hereunder, such unvested, extinguished Stock Units, without payment of any consideration by

the Company, shall automatically terminate and the related Stock Unit Account shall be cancelled, without any other action by the Participant, or the Participant’s Beneficiary or Personal Representative, as the case may be.

(c)Qualified Termination Upon or Following Change in Control Event.  If the Participant upon or not later than 12 months following a Change in Control Event has a Qualified Termination (as defined in Section 7.1(ii) of the Plan) or terminates his or her employment for Good Reason, then any portion of the Award that has not previously vested shall thereupon vest, subject to the provisions of Sections 6.2(a), 6.2(e), 6.4 and 6.5 of the Plan and Sections 11 and 12 of this Agreement. As used in this Agreement, the term “Good Reason” means a termination of employment by the Participant for any one or more of the following reasons, to the extent not remedied by the Company within a reasonable period of time of not less than 30 days (the “Cure Period”) after receipt by the Company of written notice from the Participant provided within 90 days of the initial existence of the condition and specifying in reasonable detail such condition, without the Participant’s written consent thereto: (1) an adverse and significant change in the Participant’s authority, duties or responsibilities with the Company; (2) a change in the Participant’s principal office location to a location farther away from the Participant’s home which is more than 30 miles from the Participant’s principal office; (3) the taking of any action by the Company to eliminate benefit plans in which the Participant participated or was eligible to participate immediately prior to the Change in Control Event without providing substitutes therefor, to materially reduce benefits thereunder or to substantially diminish the aggregate value of the incentive awards or other fringe benefits; provided that if neither a surviving entity nor its parent following a Change in Control Event is a publicly-held company, the failure to provide stock-based benefits shall not be deemed Good Reason if benefits of comparable value using recognized valuation methodology are substituted therefor; and provided further that a reduction or elimination in the aggregate of not more than 10% in aggregate benefits in connection with across the board reductions or modifications affecting persons similarly situated of comparable rank in the Company or a combined organization shall not constitute Good Reason; (4) any one or more reductions in the Participant’s Base Salary that, individually or in the aggregate, exceed 10% of the Participant’s Base Salary; or (5) any material breach by the Company of any written employment or management continuity agreement with the Participant. For purposes of the definition of “Good Reason,” the term “Base Salary” means the annual base rate of compensation payable as salary to the Participant by the Company as of the Participant’s date of termination, before deductions or voluntary deferrals authorized by the Participant or required by law to be withheld from the Participant by the Company, and salary excludes all other extra pay such as overtime, pensions, severance payments, bonuses, stock incentives, living or other allowances, and other benefits and perquisites. In the event that the Company fails to remedy a condition constituting Good Reason during the applicable Cure Period, the Participant’s termination of employment for Good Reason must occur, if at all, within two years following the occurrence of such condition in order for such termination as a result of such condition to constitute a termination for Good Reason.

(c)    [For Participants who will be over age 55 with 10 or more years of service on or before December 31, 20__, this alternate Section 8(c) will apply in place of the above Section 8(c).] Change in Control Event. Immediately upon a Change in Control Event,

any portion of the Award that has not previously vested shall thereupon vest, subject to the provisions of Sections 6.2(a), 6.2(e), 6.4 and 6.5 of the Plan and Sections 11 and 12 of this Agreement.

(d)Delayed Payment. Notwithstanding the foregoing, solely to the extent that a delay in payment is required in order to avoid the imposition of any tax under Section 409A of the Code, if a payment obligation under this Agreement arises on account of the Participant’s “separation from service” (within the meaning of Section 409A of the Code) while the Participant is a “specified employee” (as determined for purposes of Section 409A(a)(2)(B) of the Code in good faith by the compensation committee of the Board), then payment of any amount or benefit provided under this Agreement that is considered to be non-qualified deferred compensation for purposes of Section 409A of the Code and that is scheduled to be paid within six (6) months after such separation from service shall be paid without interest on the first business day after the date that is six months following the Participant’s separation from service.

9.Effect of Total Disability, Death or Retirement. If the Participant incurs a Total Disability that is also a “disability” as defined in Section 409A of the Code and Treasury Regulations thereunder or dies, in either case while employed by the Company, then any portion of his or her Award that has not previously vested shall thereupon vest, subject to the provisions of Sections 6.4 and 6.5 of the Plan. If the Participant’s employment with the Company terminates as a result of his or her Retirement, the Committee may, on a case-by-case basis and in its sole and absolute discretion, provide for partial or complete vesting immediately upon Retirement of that portion of his or her Award that has not previously vested. [For Participants who will be over age 55 with 10 or more years of service on or before December 31, 20__, the following bracketed provision is to be included in place of the preceding sentence.][If the Participant’s employment with the Company terminates as a result of his or her Retirement on or after attaining age 55 with 10 or more years of service with the Company, then any portion of his or her Award that has not then vested (including as a result of Committee action pursuant to the immediately preceding sentence) shall continue to vest in accordance with the Vesting Schedule above, subject to the provisions of Sections 6.4 and 6.5 of the Plan, provided that such continued vesting shall immediately cease and any remaining unvested Stock Units shall be extinguished in the event that the Participant is employed, directly or indirectly, by a competitor of the Company, as determined by the Company in its sole and absolute discretion.]

10.Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 6.2 of the Plan, the Committee shall make adjustments as it deems appropriate in the number and kind of securities or other consideration that may become payable with respect to the Award; provided, however, that the Committee shall not make any such adjustment to the Award with respect to any Cash or Combination Dividend, but it shall make an adjustment to the Award pursuant to Section 6.2 of the Plan with respect to any Stock Dividend. If any adjustment shall be made under Section 6.2 of the Plan or a Change in Control Event shall occur and the Stock Unit Award is not fully vested upon such Event or prior thereto, the amount payable in respect of the Stock Unit Award may be made payable in the securities or other consideration (the “Restricted Property”) payable in respect of the Common Stock.  Such Restricted Property shall become payable at such times and

in such proportion as the Stock Unit Award vests. Notwithstanding the foregoing, to the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (with earnings attributable thereto as if such amount had been invested, pursuant to policies established by the Committee, in interest bearing, FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the Committee) at such times and in such proportions as the Stock Unit Award vests. Notwithstanding the foregoing, the Stock Unit Award and any Common Stock payable in respect of the Stock Unit Award shall continue to be subject to such proportionate and equitable adjustments (if any) under Section 6.2 of the Plan consistent with the effect of such event on stockholders generally, as the Committee determines to be necessary or appropriate, in the number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units and Stock Unit Accounts credited under the Plan.  All rights of the Participant hereunder are subject to those adjustments.

11.Possible Early Termination of Award. As permitted by Section 6.2(b) of the Plan, and without limiting the authority of the Committee under other provisions of Section 6.2 of the Plan or Section 8 of this Agreement, the Committee retains the right to terminate the Award, to the extent it has not vested, upon a dissolution of the Corporation or a reorganization event or transaction which the Corporation does not survive (or does not survive as a public company in respect of its outstanding common stock). This Section 11 is not intended to prevent future vesting of the Award if it (or a substituted award) remains outstanding following a Change in Control Event.

12.Limitations on Acceleration and Reduction in Benefits in Event of Tax Limitations.

(a)Reduction in Benefits. Anything in this Agreement to the contrary notwithstanding, in the event that the receipt of all payments or distributions by the Corporation or the Company in the nature of compensation to or for the Participant’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”), would subject the Participant to the excise tax under Section 4999 of the Code, the accounting firm which audited the Corporation prior to the corporate transaction which results in the application of such excise tax, or another nationally known accounting or employee benefits consulting firm selected by the Corporation prior to such corporate transaction (the “Accounting Firm”), shall determine whether to reduce any of the Payments to the Reduced Amount (as defined below). The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Participant would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Participant’s Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, the Participant shall receive all Payments to which Participant is entitled to receive.

(b)Order of Reduction. If the Accounting Firm determines that Aggregate Payments should be reduced to the Reduced Amount, the Corporation shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 12 shall be made as soon as reasonably

practicable and in no event later than 60 days following the date of termination of employment or such earlier date as requested by the Corporation and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any determination by the Accounting Firm shall be binding on the Corporation, its Subsidiaries and the Participant. For purposes of reducing the Payments to the Reduced Amount, the Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid or become vested the furthest in time from consummation of the Change in Control Event: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non‑cash forms of benefits; provided that all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). In the event the Stock Units under this Agreement are subject to the reduction required by this Section 12, they shall continue to vest in accordance with and subject to the other provisions hereof.

(c)Underpayment or Overpayment. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Corporation or the Company to or for the benefit of the Participant pursuant which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Corporation or the Company to or for the benefit of the Participant could have been so paid or distributed (the “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Corporation, the Company or the Participant which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, the Participant shall pay any such Overpayment to the Corporation together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant to the Corporation if and to the extent such payment would not either reduce the amount on which the Participant is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Corporation to or for the benefit of the Participant together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(d)Reduced Amount and After-Tax Receipt. For purposes hereof, the following terms have the meanings set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 12 and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Participant with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest

marginal rate under Section 1 of the Code and under state and local laws which applied to the Participant’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Participant certifies, in the Participant’s sole discretion, as likely to apply to him in the relevant tax year(s).

13.Tax Withholding. Upon payment of Dividend Equivalent Rights and/or the distribution of shares of Common Stock in respect of a Participant’s Stock Unit Account, the entity within the Company last employing the Participant shall have the right at its option to (a) require the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) to pay or provide for payment in cash of the amount of any taxes which the Company may be required to withhold with respect to such payment or distribution or (b) deduct from any amount or property payable to the Participant the amount of any taxes which the Company may be required to withhold with respect to such payment or distribution. In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Agreement, the Committee may permit the Participant to elect, pursuant to such rules and subject to such conditions as the Committee may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares valued at their then Fair Market Value, to satisfy such withholding obligation.

14.Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office located at 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401, to the attention of the Corporate Secretary and to the Participant at the address given beneath the Participant’s signature hereto, or at such other address as either party may hereafter designate in writing to the other.

15.Plan. The Award and all rights of the Participant with respect thereto are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted to Eligible Persons. The Participant acknowledges receipt of a copy of the Plan which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in the Participant unless such rights are otherwise in the sole discretion of the Committee specifically so conferred by appropriate action of the Committee under the Plan after the date hereof.

16.No Service Commitment by Company. Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, affects the Participant’s status as an employee at will who is subject to termination without Cause, confers upon the Participant any right to remain employed by the Company, interferes in any way with the right of the Company at any time to terminate such employment, or affects the right of the Company to increase or decrease the Participant’s other compensation or benefits. Nothing in this Section, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto. Employment for any period of time (including a substantial period of time) after the Award Date will not entitle the Participant to any

proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in Sections 3 or 8 above if the express conditions to vesting set forth in such Sections have not been satisfied.

17.Limitation on Participant’s Rights. Participation in this Planconfers norights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company (or applicable Subsidiary) with respect to amounts credited and benefits payable in cash, if any, on Stock Unit Account(s), and rights no greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor with respect to Stock Units, as and when payable thereunder.

EX-21.1

LIST OF SUBSIDIARIES Exhibit 21.1

443 WABASH MAB LLC, a Delaware limited liability company

443 WABASH MA OWNER LLC, a Delaware limited liability company

801 4-6 FEE OWNER GP LLC, a Delaware limited liability company

801 4-6 FEE OWNER LP, a Delaware limited partnership

801 4-6 MEZZ GP LLC, a Delaware limited liability company

801 4-6 MEZZ LP, a Delaware limited partnership

801 C-3 FEE OWNER GP LLC, a Delaware limited liability company

801 C-3 FEE OWNER LP, a Delaware limited partnership

801 C-3 MEZZ GP LLC, a Delaware limited liability company

801 C-3 MEZZ LP, a Delaware limited partnership

801-GALLERY ASSOCIATES, L.P., a Pennsylvania limited partnership

801-GALLERY C-3 ASSOCIATES, L.P., a Pennsylvania limited partnership

801-GALLERY C-3 GP, LLC, a Pennsylvania limited liability company

801-GALLERY C-3 MT, L.P., a Pennsylvania limited partnership

801-GALLERY GP, LLC, a Pennsylvania limited liability company

801-GALLERY OFFICE ASSOCIATES, L.P., a Pennsylvania limited partnership

801-GALLERY OFFICE GP, LLC, a Pennsylvania limited liability company

801-GALLERY OFFICE MT, L.P., a Pennsylvania limited partnership

801 MARKET VENTURE GP LLC, a Delaware limited liability company

801 MARKET VENTURE LP, a Delaware limited partnership

801-TENANT C-3 MANAGER, LLC, a Pennsylvania limited liability company

801-TENANT OFFICE MANAGER, LLC, a Pennsylvania limited liability company

2013 BRONX VENTURE LLC, a Delaware limited liability company

3105 WILSHIRE INVESTMENTS LLC, a Delaware limited liability company

ARROWHEAD TOWNE CENTER LLC, a Delaware limited liability company

BILTMORE SHOPPING CENTER PARTNERS LLC, an Arizona limited liability company

BROAD RAFAEL ASSOCIATES (LIMITED PARTNERSHIP), a Pennsylvania limited partnership

BROAD RAFAEL PROPERTIES CORP., a Delaware corporation

BROOKLYN KINGS PLAZA LLC, a Delaware limited liability company

CAM CANDLESTICK LLC, a Delaware limited liability company

CAM-CARSON LLC, a Delaware limited liability company

CAMELBACK SHOPPING CENTER LIMITED PARTNERSHIP, an Arizona limited partnership

CAM NY 2013 LLC, a Delaware limited liability company

CAM TYSONS LLC, a Delaware limited liability company

CANDLESTICK CENTER LLC, a Delaware limited liability company

CAPITOLA MALL LLC, a Delaware limited liability company

CHANDLER SOLAR LLC, a Delaware limited liability company

CHICAGO 500 NORTH MICHIGAN LLC, a Delaware limited liability company

COOLIDGE HOLDING LLC, an Arizona limited liability company

CORTE MADERA VILLAGE, LLC, a Delaware limited liability company

DANBURY MALL, LLC, a Delaware limited liability company

DB HOLDINGS LLC, a Delaware limited liability company

DELIV, INC., a Delaware corporation

DEPTFORD MALL ASSOCIATES L.L.C., a New Jersey limited liability company

DESERT SKY MALL LLC, a Delaware limited liability company

EAST MESA ADJACENT LLC, a Delaware limited liability company

EAST MESA LAND, L.L.C., a Delaware limited liability company

EAST MESA MALL, L.L.C., a Delaware limited liability company

FASHION OUTLETS II LLC, a Delaware limited liability company

FASHION OUTLETS OF CHICAGO LLC, a Delaware limited liability company

FLAGSTAFF MALL ASSOCIATES LLC, a Delaware limited liability company

FLAGSTAFF MALL SPE LLC, a Delaware limited liability company

FLATIRON PROPERTY HOLDING, L.L.C., a Delaware limited liability company

FOC ADJACENT LLC, a Delaware limited liability company

FREE RACE MALL REST., L.P., a New Jersey limited partnership

FREEHOLD I, LLC, a Delaware limited liability company

FREEHOLD I SPC, INC., a Delaware corporation

FREEHOLD CHANDLER HOLDINGS LP, a Delaware limited partnership

FREEHOLD CHANDLER TRUST LLC, a Delaware limited liability company

FREEMALL ASSOCIATES, LLC, a Delaware limited liability company

FREEMALL ASSOCIATES, L.P., a New Jersey limited partnership

FRMR B LLC, a Delaware limited liability company

FRMR, INC., a New Jersey corporation

GPM GP LLC, a Delaware limited liability company

GRANITE MALL GP, LLC, a Delaware limited liability company

GREAT NORTHERN HOLDINGS, LLC, a Delaware limited liability company

GREAT NORTHERN SPE, LLC, a Delaware limited liability company

GREEN ACRES ADJACENT LLC, a Delaware limited liability company

GREEN TREE MALL LLC, a Delaware limited liability company

HUDSON PROPERTIES, L.P., a Delaware limited partnership

HUDWIL I, LLC, a Delaware limited liability company

HUDWIL I SPC, INC., a Delaware corporation

HUDWIL IV, LLC, a Delaware limited liability company

HUDWIL IV SPC, INC., a Delaware corporation

INLAND SOLAR LLC, a Delaware limited liability company

JAREN ASSOCIATES #4, an Arizona general partnership

KEYSTONE PHILADELPHIA PROPERTIES, L.P., a Pennsylvania limited partnership

KIERLAND COMMONS INVESTMENT LLC, a Delaware limited liability company

KIERLAND COMMONS TRADENAME LLC, a Delaware limited liability company

KIERLAND GREENWAY, LLC, a Delaware limited liability company

KIERLAND TOWER LOFTS, LLC, a Delaware limited liability company

KINGS PLAZA ENERGY LLC, a Delaware limited liability company

KINGS PLAZA GROUND LEASE LLC, a Delaware limited liability company

KITSAPARTY, a Washington non-profit corporation

KTL INVESTMENT LLC, a Delaware limited liability company

LA SANDIA SANTA MONICA LLC, a Delaware limited liability company

LIGHTSTONE BRONX VENTURE LLC, a Delaware limited liability company

LIGHTSTONE BRONX VENTURE HOLDINGS LLC, a Delaware limited liability company

MAC CASCADE LLC, a Delaware limited liability company

MAC CROSS COURT LLC, a Delaware limited liability company

MACD LLC, a Delaware limited liability company

MACDAN CORP., a Delaware corporation

MACDB CORP., a Delaware corporation

MACERICH 443 WABASH SPE LLC, a Delaware limited liability company

MACERICH ARIZONA MANAGEMENT LLC, a Delaware limited liability company

MACERICH ARIZONA PARTNERS LLC, an Arizona limited liability company

MACERICH ARROWHEAD LLC, a Delaware limited liability company

MACERICH ARROWHEAD HOLDINGS LLC, a Delaware limited liability company

MACERICH ATLAS LLC, a Delaware limited liability company

MACERICH BILTMORE CI, LLC, a Delaware limited liability company

MACERICH BILTMORE MM, LLC, a Delaware limited liability company

MACERICH BILTMORE OPI, LLC, a Delaware limited liability company

MACERICH BUENAVENTURA GP CORP., a Delaware corporation

MACERICH BUENAVENTURA LIMITED PARTNERSHIP, a California limited partnership

MACERICH CAPITOLA ADJACENT GP LLC, a Delaware limited liability company

MACERICH CAPITOLA ADJACENT LIMITED PARTNERSHIP, a Delaware limited partnership

MACERICH CASA GRANDE MEMBER LLC, a Delaware limited liability company

MACERICH CERRITOS, LLC, a Delaware limited liability company

MACERICH CERRITOS ADJACENT, LLC, a Delaware limited liability company

MACERICH CERRITOS HOLDINGS LLC, a Delaware limited liability company

MACERICH CERRITOS MALL CORP., a Delaware corporation

MACERICH CHICAGO FASHION OUTLETS LLC, a Delaware limited liability company

MACERICH CM VILLAGE GP CORP., a Delaware corporation

MACERICH CM VILLAGE LIMITED PARTNERSHIP, a California limited partnership

MACERICH COTTONWOOD HOLDINGS LLC, a Delaware limited liability company

MACERICH CROSS COUNTY SECURITY LLC, a Delaware limited liability company

MACERICH CROSSROADS PLAZA HOLDINGS GP CORP., a Delaware corporation

MACERICH CROSSROADS PLAZA HOLDINGS LP, a Delaware limited partnership

MACERICH DEPTFORD LLC, a Delaware limited liability company

MACERICH DEPTFORD II LLC, a Delaware limited liability company

MACERICH DEPTFORD GP CORP., a Delaware corporation

MACERICH DEPTFORD LIMITED PARTNERSHIP, a California limited partnership

MACERICH DESERT SKY MALL HOLDINGS LLC, a Delaware limited liability company

MACERICH EQ GP LLC, a Delaware limited liability company

MACERICH EQ LIMITED PARTNERSHIP, a California limited partnership

MACERICH FARGO ASSOCIATES, a California general partnership

MACERICH FIESTA MALL ADJACENT LLC, a Delaware limited liability company

MACERICH FLATIRON LLC, a Delaware limited liability company

MACERICH FREEHOLD CHANDLER GP LLC, a Delaware limited liability company

MACERICH FRESNO GP CORP., a Delaware corporation

MACERICH FRESNO LIMITED PARTNERSHIP, a California limited partnership

MACERICH G3 LLC, a Delaware limited liability company

MACERICH GALLERY MARKET EAST GP LLC, a Delaware limited liability company

MACERICH GALLERY MARKET EAST LP LLC, a Delaware limited liability company

MACERICH GALLERY MARKET EAST TRS SUB LLC, a Delaware limited liability company

MACERICH GREAT FALLS GP CORP., a Delaware corporation

MACERICH HOLDINGS LLC, a Delaware limited liability company

MACERICH INLAND GP LLC, a Delaware limited liability company

MACERICH INLAND LP, a Delaware limited partnership

MACERICH JANSS MARKETPLACE HOLDINGS LLC, a Delaware limited liability company

MACERICH LA CUMBRE 9.45 AC LLC, a Delaware limited liability company

MACERICH LA CUMBRE GP LLC, a Delaware limited liability company

MACERICH LA CUMBRE LP, a Delaware limited partnership

MACERICH LA CUMBRE SPE LP, a Delaware limited partnership

MACERICH LAKE SQUARE MALL LLC, a Delaware limited liability company

MACERICH LAKEWOOD, LLC, a Delaware limited liability company

MACERICH LAKEWOOD HOLDINGS LLC, a Delaware limited liability company

MACERICH LUBBOCK GP CORP., a Delaware corporation

MACERICH LUBBOCK HOLDINGS LLC, a Delaware limited liability company

MACERICH LUBBOCK LIMITED PARTNERSHIP, a California limited partnership

MACERICH MALL DEL NORTE HOLDINGS LLC, a Delaware limited liability company

MACERICH MANAGEMENT COMPANY, a California corporation

MACERICH MARYSVILLE HOLDINGS LLC, a Delaware limited liability company

MACERICH MERCHANTWIRED, LLC, a Delaware limited liability company

MACERICH NEW RIVER HOLDINGS LLC, a Delaware limited liability company

MACERICH NIAGARA LLC, a Delaware limited liability company

MACERICH NORTH BRIDGE LLC, a Delaware limited liability company

MACERICH NORTHGATE GP I LLC, a Delaware limited liability company

MACERICH NORTHGATE GP II LLC, a Delaware limited liability company

MACERICH NORTHGATE HOLDINGS LLC, a Delaware limited liability company

MACERICH NORTH PARK MALL LLC, a Delaware limited liability company

MACERICH NORTHRIDGE LP, a California limited partnership

MACERICH NORTHWESTERN ASSOCIATES, a California general partnership

MACERICH NP LLC, a Delaware limited liability company

MACERICH OAKS ADJACENT LLC, a Delaware limited liability company

MACERICH OAKS GP CORP., a Delaware corporation

MACERICH OAKS LP, a Delaware limited partnership

MACERICH ONE SCOTTSDALE LLC, a Delaware limited liability company

MACERICH PANORAMA GP CORP., a Delaware corporation

MACERICH PANORAMA LP, a Delaware limited partnership

MACERICH PARTNERS OF COLORADO LLC, a Colorado limited liability company

MACERICH PPR CORP., a Maryland corporation

MACERICH PPR GP LLC, a Delaware limited liability company

MACERICH PROPERTY EQ GP CORP., a Delaware corporation

MACERICH PROPERTY MANAGEMENT COMPANY, LLC, a Delaware limited liability company

MACERICH PVIC ADJACENT LLC, an Arizona limited liability company

MACERICH QUEENS ADJACENT GUARANTOR GP CORP., a Delaware corporation

MACERICH QUEENS GP CORP., a Delaware corporation

MACERICH QUEENS JV GP LLC, a Delaware limited liability company

MACERICH QUEENS JV LP, a Delaware limited partnership

MACERICH RIDGMAR LLC, a Delaware limited liability company

MACERICH SANTA MONICA ADJACENT GP CORP., a Delaware corporation

MACERICH SANTA MONICA PLACE CORP., a Delaware corporation

MACERICH SANTAN PHASE 2 SPE LLC, a Delaware limited liability company

MACERICH SCG GP CORP., a Delaware corporation

MACERICH SCG GP LLC, a Delaware limited liability company

MACERICH SCG LIMITED PARTNERSHIP, a California limited partnership

MACERICH SMP GP LLC, a Delaware limited liability company

MACERICH SMP LP, a Delaware limited partnership

MACERICH SOLAR LLC, a Delaware limited liability company

MACERICH SOUTH PARK MALL LLC, a Delaware limited liability company

MACERICH SOUTH PLAINS GP I LLC, a Delaware limited liability company

MACERICH SOUTH PLAINS GP II LLC, a Delaware limited liability company

MACERICH SOUTH PLAINS GP III LLC, a Delaware limited liability company

MACERICH SOUTH PLAINS LP, a Delaware limited partnership

MACERICH SOUTH PLAINS MEMBER LP, a Delaware limited partnership

MACERICH SOUTH PLAINS MEZZ LP, a Delaware limited partnership

MACERICH SOUTHRIDGE MALL LLC, a Delaware limited liability company

MACERICH SOUTH TOWNE GP LLC, a Delaware limited liability company

MACERICH SOUTH TOWNE LIMITED PARTNERSHIP, a California limited partnership

MACERICH ST MARKETPLACE GP LLC, a Delaware limited liability company

MACERICH ST MARKETPLACE LIMITED PARTNERSHIP, a California limited partnership

MACERICH STONEWOOD, LLC, a Delaware limited liability company

MACERICH STONEWOOD CORP., a Delaware corporation

MACERICH STONEWOOD HOLDINGS LLC, a Delaware limited liability company

MACERICH SUNLAND PARK HOLDINGS LLC, a Delaware limited liability company

MACERICH SUPERSTITION ADJACENT HOLDINGS LLC, a Delaware limited liability company

MACERICH SUPERSTITION LAND HOLDINGS LLC, a Delaware limited liability company

MACERICH SUPERSTITION MALL HOLDINGS LLC, a Delaware limited liability company

MACERICH TRUST LLC, a Delaware limited liability company

MACERICH TWC II CORP., a Delaware corporation

MACERICH TWC II LLC, a Delaware limited liability company

MACERICH TWENTY NINTH STREET LLC, a Delaware limited liability company

MACERICH TYSONS LLC, a Delaware limited liability company

MACERICH TYSONS CORNER HOTEL TRS LLC, a Delaware limited liability company

MACERICH VALLE VISTA HOLDINGS LLC, a Delaware limited liability company

MACERICH VALLEY RIVER CENTER LLC, a Delaware limited liability company

MACERICH VICTOR VALLEY GP LLC, a Delaware limited liability company

MACERICH VICTOR VALLEY LP, a Delaware limited partnership

MACERICH VINTAGE FAIRE GP CORP., a Delaware corporation

MACERICH VINTAGE FAIRE LIMITED PARTNERSHIP, a California limited partnership

MACERICH VV GP LLC, a Delaware limited liability company

MACERICH VV SPE LP, a Delaware limited partnership

MACERICH WALLEYE LLC, a Delaware limited liability company

MACERICH WASHINGTON SQUARE PETALUMA HOLDINGS LLC, a Delaware limited liability company

MACERICH WESTSIDE GP CORP., a Delaware corporation

MACERICH WESTSIDE LIMITED PARTNERSHIP, a California limited partnership

MACERICH WESTSIDE PAVILION PROPERTY LLC, a Delaware limited liability company

MACERICH WHITTWOOD HOLDINGS GP CORP., a Delaware corporation

MACERICH WHITTWOOD HOLDINGS LP, a Delaware limited partnership

MACERICH WRLP CORP., a Delaware corporation

MACERICH WRLP LLC, a Delaware limited liability company

MACERICH WRLP II CORP., a Delaware corporation

MACERICH WRLP II L.P., a Delaware limited partnership

MACERICH YUMA HOLDINGS LLC, a Delaware limited liability company

MACJ, LLC, a Delaware limited liability company

MAC NORTHRIDGE GP LLC, a Delaware limited liability company

MACPT LLC, a Delaware limited liability company

MACW FREEHOLD, LLC, a Delaware limited liability company

MACWH, LP, a Delaware limited partnership

MACW MALL MANAGEMENT, INC., a New York corporation

MACWPII LLC, a Delaware limited liability company

MACW PROPERTY MANAGEMENT, LLC, a New York limited liability company

MACW TYSONS, LLC, a Delaware limited liability company

MERCHANTWIRED, LLC, a Delaware limited liability company

MPLP MSR LP, a Delaware limited partnership

MP MSR GP LLC, a Delaware limited liability company

MP MSR LP LLC, a Delaware limited liability company

MVRC HOLDING LLC, a Delaware limited liability company

MW INVESTMENT GP CORP., a Delaware corporation

MW INVESTMENT LP, a Delaware limited partnership

NEW LAKE LLC, a Delaware limited liability company

NEW RIVER ASSOCIATES, an Arizona general partnership

NORTH BRIDGE CHICAGO LLC, a Delaware limited liability company

NORTHGATE MALL ASSOCIATES, a California general partnership

NORTH VALLEY PLAZA ASSOCIATES, a California general partnership

ONE SCOTTSDALE INVESTORS LLC, a Delaware limited liability company

PACIFIC PREMIER RETAIL LP, a Delaware limited partnership

PACIFIC PREMIER RETAIL TRUST, a Maryland real estate investment trust

PALISENE REGIONAL MALL LLC, an Arizona limited liability company

PARADISE VALLEY MALL SPE LLC, a Delaware limited liability company

PARADISE WEST #1, L.L.C., an Arizona limited liability company

PARADISE WEST RSC LLC, an Arizona limited liability company

PHXAZ/KIERLAND COMMONS, L.L.C., a Delaware limited liability company

PM 833 MARKET MEZZ GP LLC, a Delaware limited liability company

PM 833 MARKET MEZZ LP, a Delaware limited partnership

PM GALLERY LP, a Delaware limited partnership

PPR LAKEWOOD ADJACENT, LLC, a Delaware limited liability company

PPR SQUARE TOO LLC, a Delaware limited liability company

PPR WASHINGTON SQUARE LLC, a Delaware limited liability company

PPRT LAKEWOOD MALL CORP., a Delaware corporation

PPRT SOLAR LLC, a Delaware limited liability company

PPRT TRUST LLC, a Delaware limited liability company

PR 907 MARKET LP, a Delaware limited partnership

PR GALLERY I LIMITED PARTNERSHIP, a Pennsylvania limited partnership

PROPCOR ASSOCIATES, an Arizona general partnership

PROPCOR II ASSOCIATES, LLC, an Arizona limited liability company

QUEENS CENTER PLEDGOR LLC, a Delaware limited liability company

QUEENS CENTER REIT LLC, a Delaware limited liability company

QUEENS CENTER SPE LLC, a Delaware limited liability company

QUEENS JV GP LLC, a Delaware limited liability company

QUEENS JV LP, a Delaware limited partnership

RACEWAY ONE, LLC, a New Jersey limited liability company

RACEWAY TWO, LLC, a New Jersey limited liability company

RAILHEAD ASSOCIATES, L.L.C., an Arizona limited liability company

RN 116 COMPANY, L.L.C., a Delaware limited liability company

RN 120 COMPANY, L.L.C., a Delaware limited liability company

RN 124/125 COMPANY, L.L.C., a Delaware limited liability company

RN 540 HOTEL COMPANY L.L.C., a Delaware limited liability company

ROTTERDAM SQUARE, LLC, a Delaware limited liability company

SAN TAN SOLAR LLC, a Delaware limited liability company

SANTAN VILLAGE PHASE 2 LLC, an Arizona limited liability company

SARWIL ASSOCIATES, L.P., a New York limited partnership

SARWIL ASSOCIATES II, L.P., a New York limited partnership

SCOTTSDALE FASHION ADJACENT LLC, a Delaware limited liability company

SCOTTSDALE FASHION OFFICE LLC, a Delaware limited liability company

SCOTTSDALE FASHION SQUARE LLC, a Delaware limited liability company

SCOTTSDALE FASHION SQUARE PARTNERSHIP, an Arizona general partnership

SDG MACERICH PROPERTIES, L.P., a Delaware limited partnership

SHOPPINGTOWN MALL HOLDINGS, LLC, a Delaware limited liability company

SHOPPINGTOWN MALL, LLC, a Delaware limited liability company

SHOPPINGTOWN MALL, L.P., a Delaware limited partnership

SM EASTLAND MALL, LLC, a Delaware limited liability company

SM PORTFOLIO LIMITED PARTNERSHIP, a Delaware limited partnership

SM VALLEY MALL, LLC, a Delaware limited liability company

SOUTHRIDGE ADJACENT, LLC, a Delaware limited liability company

SUPERSTITION SPRINGS HOLDING LLC, a Delaware limited liability company

THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership

THE MARKET AT ESTRELLA FALLS LLC, an Arizona limited liability company

THE WESTCOR COMPANY LIMITED PARTNERSHIP, an Arizona limited partnership

THE WESTCOR COMPANY II LIMITED PARTNERSHIP, an Arizona limited partnership

TOWNE MALL, L.L.C., a Delaware limited liability company

TWC CHANDLER LLC, a Delaware limited liability company

TWC LIMITED PARTNER LLC, a Delaware limited liability company

TWC SCOTTSDALE CORP., an Arizona corporation

TWC SCOTTSDALE MEZZANINE, L.L.C., an Arizona limited liability company

TWC TUCSON, LLC, an Arizona limited liability company

TYSONS CORNER LLC, a Virginia limited liability company

TYSONS CORNER HOLDINGS LLC, a Delaware limited liability company

TYSONS CORNER HOTEL I LLC, a Delaware limited liability company

TYSONS CORNER HOTEL PLAZA LLC, a Delaware limited liability company

TYSONS CORNER OFFICE I LLC, a Delaware limited liability company

TYSONS CORNER PROPERTY HOLDINGS LLC, a Delaware limited liability company

TYSONS CORNER PROPERTY HOLDINGS II LLC, a Delaware limited liability company

TYSONS CORNER PROPERTY LLC, a Virginia limited liability company

TYSONS CORNER RESIDENTIAL I LLC, a Delaware limited liability company

VALLEY STREAM GA MEZZANINE LLC, a Delaware limited liability company

VALLEY STREAM GREEN ACRES LLC, a Delaware limited liability company

WALLEYE LLC, a Delaware limited liability company

WALLEYE RETAIL INVESTMENTS LLC, a Delaware limited liability company

WALLEYE TRS HOLDCO, INC., a Delaware corporation

WALTON RIDGMAR, G.P., L.L.C., a Delaware limited liability company

WEST ACRES DEVELOPMENT, LLP, a North Dakota limited liability partnership

WESTCOR 303 CPC LLC, an Arizona limited liability company

WESTCOR 303 RSC LLC, an Arizona limited liability company

WESTCOR 303 WCW LLC, an Arizona limited liability company

WESTCOR/303 AUTO PARK LLC, an Arizona limited liability company

WESTCOR/303 LLC, an Arizona limited liability company

WESTCOR/BLACK CANYON MOTORPLEX LLC, an Arizona limited liability company

WESTCOR/BLACK CANYON RETAIL LLC, an Arizona limited liability company

WESTCOR/CASA GRANDE LLC, an Arizona limited liability company

WESTCOR/COOLIDGE LLC, an Arizona limited liability company

WESTCOR/GILBERT, L.L.C., an Arizona limited liability company

WESTCOR/GILBERT PHASE 2 LLC, an Arizona limited liability company

WESTCOR/GOODYEAR, L.L.C., an Arizona limited liability company

WESTCOR GOODYEAR PC LLC, an Arizona limited liability company

WESTCOR GOODYEAR RSC LLC, an Arizona limited liability company

WESTCOR MARANA LLC, an Arizona limited liability company

WESTCOR/MERIDIAN LLC, an Arizona limited liability company

WESTCOR ONE SCOTTSDALE LLC, an Arizona limited liability company

WESTCOR/PARADISE RIDGE, L.L.C., an Arizona limited liability company

WESTCOR PARADISE RIDGE RSC LLC, an Arizona limited liability company

WESTCOR/QUEEN CREEK LLC, an Arizona limited liability company

WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

WESTCOR SANTAN ADJACENT LLC, a Delaware limited liability company

WESTCOR SANTAN HOLDINGS LLC, a Delaware limited liability company

WESTCOR SANTAN VILLAGE LLC, a Delaware limited liability company

WESTCOR SURPRISE CPC LLC, an Arizona limited liability company

WESTCOR SURPRISE RSC LLC, an Arizona limited liability company

WESTCOR SURPRISE WCW LLC, an Arizona limited liability company

WESTCOR/SURPRISE LLC, an Arizona limited liability company

WESTCOR/SURPRISE AUTO PARK LLC, an Arizona limited liability company

WESTCOR TRS LLC, a Delaware limited liability company

WESTDAY ASSOCIATES LLC, a Delaware limited liability company

WESTPEN ASSOCIATES LLC, a Delaware limited liability company

WILSAR, LLC, a Delaware limited liability company

WILSAR SPC, INC., a Delaware corporation

WILTON MALL, LLC, a Delaware limited liability company

WILTON SPC, INC., a Delaware corporation

WMAP, L.L.C., a Delaware limited liability company

WMGTH, INC., a Delaware corporation

WM INLAND ADJACENT LLC, a Delaware limited liability company

WM INLAND LP, a Delaware limited partnership

WM INLAND INVESTORS IV GP LLC, a Delaware limited liability company

WM INLAND INVESTORS IV LP, a Delaware limited partnership

WM INLAND (MAY) IV, L.L.C., a Delaware limited liability company

WM RIDGMAR, L.P., a Delaware limited partnership

WP CASA GRANDE RETAIL LLC, an Arizona limited liability company

ZENGO RESTAURANT SANTA MONICA LLC, a Delaware limited liability company

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
The Macerich Company

Santa Monica, California

We consent to the incorporation by reference in the registration statements (Nos. 333-198260, 333‑107063 and 333‑121630) on Form S‑3 and (Nos. 333-00584, 333‑42309, 333‑42303, 333-69995, 333‑108193, 333-120585, 333‑161371, 333-186915 and 333-186916) on Form S‑8 of The Macerich Company of our reports dated February 23, 2015, with respect to the consolidated balance sheets of The Macerich Company as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity and cash flows for each of the years in the three‑year period ended December 31, 2014, the financial statement schedule III - Real Estate and Accumulated Depreciation, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10‑K of The Macerich Company.

Our report with respect to the consolidated financial statements and financial statement schedule III - Real Estate and Accumulated Depreciation of The Macerich Company makes reference to The Macerich Company changing their method of reporting discontinued operations in 2014 due to the adoption of FASB Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

/s/ KPMG LLP

Los Angeles, California

February 23, 2015

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Arthur M. Coppola, certify that:

1. I have reviewed this report on Form 10-K for the year ended December 31, 2014 of The Macerich Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ ARTHUR M. COPPOLA
Date:	February 23, 2015	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Thomas E. O'Hern, certify that:

1. I have reviewed this report on Form 10-K for the year ended December 31, 2014 of The Macerich Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ THOMAS E. O'HERN
Date:	February 23, 2015	Senior Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

THE MACERICH COMPANY (The Company)

WRITTEN STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned, Arthur M. Coppola and Thomas E. O'Hern, the Chief Executive Officer and Chief Financial Officer, respectively, of The Macerich Company (the "Company"), pursuant to 18 U.S.C. §1350, each hereby certify that, to the best of his knowledge:

(i) the Annual Report on Form 10-K for the year ended December 31, 2014 of the Company (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2015

/s/ ARTHUR M. COPPOLA

Chairman and Chief Executive Officer

/s/ THOMAS E. O'HERN

Senior Executive Vice President and Chief Financial Officer

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Acquisitions: (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed

The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:

Property	$	714,589
Deferred charges	37,371
Other assets	29,282
Total assets acquired	781,242
Other accrued liabilities	25,242
Total liabilities assumed	25,242
Fair value of acquired net assets	$	756,000

The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:

Property	$	66,033
Deferred charges	7,450
Other assets	2,143
Total assets acquired	75,626
Other accrued liabilities	4,701
Total liabilities assumed	4,701
Fair value of acquired net assets	$	70,925

The following is a summary of the allocation of the fair value of Camelback Colonnade:

Property	$	98,160
Deferred charges	8,284
Cash and cash equivalents	1,280
Restricted cash	1,139
Tenant receivables	615
Other assets	380
Total assets acquired	109,858
Mortgage note payable	49,465
Accounts payable	54
Other accrued liabilities	4,752
Total liabilities assumed	54,271
Fair value of acquired net assets (at 100% ownership)	$	55,587

The following is a summary of the allocation of the fair value of Green Acres Mall:

Property	$	477,673
Deferred charges	45,130
Other assets	19,125
Total assets acquired	541,928
Other accrued liabilities	41,928
Total liabilities assumed	41,928
Fair value of acquired net assets	$	500,000

The following is a summary of the preliminary allocation of the estimated fair value of the PPRLP Queens Portfolio:

Property	$	3,714,982
Deferred charges	152,250
Cash and cash equivalents	28,890
Restricted cash	5,113
Tenant receivables	5,438
Other assets	127,723
Total assets acquired	4,034,396
Mortgage notes payable	1,414,659
Accounts payable	5,669
Due to affiliates	2,680
Other accrued liabilities	230,210
Total liabilities assumed	1,653,218
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

The following is a summary of the allocation of the fair value of Superstition Springs Center:

Property	$	114,373
Deferred charges	12,353
Cash and cash equivalents	8,894
Tenant receivables	51
Other assets	11,535
Total assets acquired	147,206
Mortgage note payable	68,448
Accounts payable	119
Other accrued liabilities	7,637
Total liabilities assumed	76,204
Fair value of acquired net assets (at 100% ownership)	$	71,002

The following is a summary of the allocation of the fair value of Cascade Mall:

Property	$	28,924
Deferred charges	6,660
Other assets	202
Total assets acquired	35,786
Other accrued liabilities	4,786
Total liabilities assumed	4,786
Fair value of acquired net assets (at 100% ownership)	$	31,000

The following is a summary of the allocation of the fair value of FlatIron Crossing:

Property	$	443,391
Deferred charges	25,251
Cash and cash equivalents	3,856
Other assets	2,101
Total assets acquired	474,599
Mortgage note payable	175,720
Accounts payable	366
Other accrued liabilities	11,071
Total liabilities assumed	187,157
Fair value of acquired net assets (at 100% ownership)	$	287,442

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:

Property	$	423,349
Deferred charges	31,500
Restricted cash	4,009
Tenant receivables	926
Other assets	4,234
Total assets acquired	464,018
Mortgage note payable	244,403
Accounts payable	815
Other accrued liabilities	10,449
Total liabilities assumed	255,667
Fair value of acquired net assets (at 100% ownership)	$	208,351

Schedule of reconciliation of the purchase price to the fair value of the acquired net assets

The following is the reconciliation of the purchase price to the estimated fair value of the acquired net assets:

Purchase price	$	1,838,886
Less debt assumed	(672,109		)
Distributions in excess of investment	(208,735		)
Gain on remeasurement of assets	1,423,136
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	46,162
Less debt assumed	(22,500		)
Carrying value of investment	32,476
Remeasurement gain	14,864
Fair value of acquired net assets (at 100% ownership)	$	71,002

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	144,400
Less debt assumed	(75,375		)
Carrying value of investment	23,597
Gain on remeasurement of assets	115,729
Fair value of acquired net assets (at 100% ownership)	$	208,351

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	310,397
Less debt assumed	(114,497		)
Carrying value of investment	33,382
Gain on remeasurement of assets	84,227
Less prior gain deferral	(26,067		)
Fair value of acquired net assets (at 100% ownership)	$	287,442

Summary of gain on remeasurement of existing investment

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	15,233
Distributions in excess of investment	15,767
Fair value of acquired net assets (at 100% ownership)	$	31,000

The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	139,326
Carrying value of investment	(23,597		)
Gain on remeasurement of assets	$	115,729

The Company determined that the purchase price represented the fair value of the additional ownership interest in Superstition Springs Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	47,340
Carrying value of investment	(32,476		)
Gain on remeasurement of assets	$	14,864

The Company recognized the following remeasurement gain on the Camelback Colonnade Restructuring:

Fair value of existing ownership interest (at 73.2% ownership)	$	41,690
Carrying value of investment	(5,349		)
Gain on remeasurement of assets	$	36,341

The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.

Fair value of existing ownership interest (at 25% ownership)	$	91,542
Carrying value of investment	(33,382		)
Prior gain deferral recognized	26,067
Gain on remeasurement of assets	$	84,227

The Company determined that the purchase price represented the estimated fair value of the additional ownership interest in the PPRLP Queens Portfolio that was acquired.

Fair value of existing ownership interest (at 51% ownership)	$	1,214,401
Distributions in excess of investment	208,735
Gain on remeasurement of assets	$	1,423,136

Schedule of pro forma total revenue and income continuing operations

The following unaudited pro forma total revenue and income from continuing operations for 2014 and 2013 assumes the 2013 and 2014 property acquisitions took place on January 1, 2013 and assumes that the 2013 and 2012 property acquisitions took place on January 1, 2012:

	Total revenue		Income from continuing operations
Supplemental pro forma for the year ended December 31, 2014(1)	$	1,287,904	$	1,605,975
Supplemental pro forma for the year ended December 31, 2013(1)	$	1,311,941	$	104,123
Supplemental pro forma for the year ended December 31, 2012(1)	$	1,094,559	$	92,193

____________________________________

(1) This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions occurred on January 1, 2013 or 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non‑recurring adjustments directly attributable to the acquisitions.

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Investments in Unconsolidated Joint Ventures: Narrative (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Oct. 08, 2013 sqft	Aug. 28, 2014	Dec. 29, 2014	Mar. 30, 2012 sqft	May 31, 2012 sqft	Aug. 10, 2012 sqft	Jun. 12, 2013 sqft	Jul. 31, 2013 sqft	May 29, 2013 sqft	Jul. 30, 2014	Oct. 26, 2012 sqft	Oct. 24, 2013	Oct. 03, 2012 sqft	Jun. 04, 2014	Nov. 14, 2014 mall	Nov. 20, 2014	Feb. 17, 2015	Sep. 17, 2013 sqft	Sep. 16, 2013	Nov. 13, 2014 sqft
Investments in unconsolidated joint ventures:
Purchase price paid through assumption of debt by the Company	$ 1,414,659	$ 257,064	$ 420,123
(Loss) gain on sale of assets	3,643	190,526	29,301
Proceeds from sale of assets	320,123	416,077	136,707
Mortgage notes payable settled in deed-in-lieu of foreclosure	0	84,000	185,000
Payments on mortgages, bank and other notes payable	853,080	3,051,072	2,371,890
Distributions to Co-venture Partner	15,555	19,564	39,479
Ridgmar Mall
Investments in unconsolidated joint ventures:
Property square footage				1,273,000
(Loss) gain on sale of assets				6,243
Gain recognized on sale				3,121
Proceeds from sale				60,900
Payments on mortgages, bank and other notes payable				51,657
Distributions to Co-venture Partner				9,243
Cascade Mall
Investments in unconsolidated joint ventures:
Property square footage																	589,000
Wilshire Boulevard
Investments in unconsolidated joint ventures:
Property square footage					40,000
Purchase price funded by cash payment on acquisition					15,386
Purchase price paid through assumption of debt by the Company					1,714
(Loss) gain on sale of assets	9,033				9,033
Percentage of ownership interest sold					30.00%
Proceeds from sale					17,100
Camelback Colonnade
Investments in unconsolidated joint ventures:
Property square footage																					619,000
Ownership percentage purchased																					67.50%
Ownership percentage in joint ventures																						73.20%
Proceeds from sale						92,898
Chandler Village Center, LLC
Investments in unconsolidated joint ventures:
Property square footage							273,000
Percentage of ownership interest sold							50.00%
Consideration received on sale of joint venture interest							14,795
Gain on sale of investments in unconsolidated entity							8,184
Proceeds from sale of assets							6,045
Mortgage notes payable settled in deed-in-lieu of foreclosure							8,750
Chandler Festival
Investments in unconsolidated joint ventures:
Property square footage							500,000
Percentage of ownership interest sold							50.00%
Consideration received on sale of joint venture interest							30,975
Gain on sale of investments in unconsolidated entity							12,347
Proceeds from sale of assets							16,183
Mortgage notes payable settled in deed-in-lieu of foreclosure							14,792
Chandler Gateway
Investments in unconsolidated joint ventures:
Property square footage								260,000
Percentage of ownership interest sold								50.00%
Consideration received on sale of joint venture interest								14,315
Gain on sale of investments in unconsolidated entity			3,363
Proceeds from sale of assets								4,921
Mortgage notes payable settled in deed-in-lieu of foreclosure								9,394
Kierland Commons Investment LLC
Investments in unconsolidated joint ventures:
Ownership percentage in joint ventures	50.00%
NorthPark Center
Investments in unconsolidated joint ventures:
Property square footage									1,946,000
Consideration received on sale of joint venture interest									118,810
Gain on sale of investments in unconsolidated entity									24,590
Pacific Premier Retail LP
Investments in unconsolidated joint ventures:
(Loss) gain on sale of assets	(7,044)	182,754	90
SanTan Village Power Center
Investments in unconsolidated joint ventures:
Property square footage							491,000
(Loss) gain on sale of assets							23,294
Loan paid off							45,000
Proceeds from sale of property							54,780
Cash distributed to the partners							9,780
Gain recognized on sale							11,502
Gain included in net income attributable to noncontrolling interest							(3,565)
Kitsap Mall | Pacific Premier Retail LP
Investments in unconsolidated joint ventures:
Property square footage										846,000
(Loss) gain on sale of assets										55,150
Proceeds from sale of property										127,000
Gain recognized on sale										28,127
Redmond Town Center | Pacific Premier Retail LP
Investments in unconsolidated joint ventures:
Property square footage											695,000	582,000
(Loss) gain on sale of assets											38,447	89,157
Proceeds from sale of property											127,000	185,000
Gain recognized on sale											18,251	44,424
The Gallery
Investments in unconsolidated joint ventures:
Property square footage													1,474,000
Purchase price on acquisition													106,800
Joint Venture Ownership Percentage Purchased													50.00%
Candlestick Point
Investments in unconsolidated joint ventures:
Property square footage																							500,000
Candlestick Point | Notes Receivable
Investments in unconsolidated joint ventures:
Note receivable																							65,130
Description of variable rate	LIBOR
Candlestick Point | Notes Receivable | LIBOR
Investments in unconsolidated joint ventures:
Interest rate (as a percent)																							2.00%
Arrowhead Towne Center
Investments in unconsolidated joint ventures:
Property square footage														1,198,000
Ownership percentage purchased														33.30%
Purchase price on acquisition														144,400
Purchase price funded by cash payment on acquisition														69,025
Purchase price paid through assumption of debt by the Company														75,375
Superstition Springs Land I
Investments in unconsolidated joint ventures:
Ownership percentage purchased															33.30%
Purchase price on acquisition															46,162
Purchase price funded by cash payment on acquisition															23,662
Purchase price paid through assumption of debt by the Company															22,500
FlatIron Crossing
Investments in unconsolidated joint ventures:
Property square footage																1,434,000
Ownership percentage purchased	75.00%															75.00%
Purchase price on acquisition																310,397
Purchase price funded by cash payment on acquisition																195,900
Purchase price paid through assumption of debt by the Company																114,497
Cascade Mall
Investments in unconsolidated joint ventures:
Ownership percentage purchased																	49.00%
Purchase price on acquisition																	15,233
PPRLP Queens Portfolio
Investments in unconsolidated joint ventures:
Ownership percentage purchased																		49.00%
Purchase price on acquisition																		1,838,886
Purchase price paid through assumption of debt by the Company																		672,109
Number of shopping centers																		5
Equity issued (in shares)																		1,166,777
PPRLP Queens Portfolio | Lakewood Center
Investments in unconsolidated joint ventures:
Property square footage																		2,066,000
PPRLP Queens Portfolio | Los Cerritos Center
Investments in unconsolidated joint ventures:
Property square footage																		1,113,000
PPRLP Queens Portfolio | Queens Center
Investments in unconsolidated joint ventures:
Property square footage																		967,000
PPRLP Queens Portfolio | Stonewood Center
Investments in unconsolidated joint ventures:
Property square footage																		932,000
PPRLP Queens Portfolio | Washington Square
Investments in unconsolidated joint ventures:
Property square footage																		1,441,000
443 Wabash MAB LLC
Investments in unconsolidated joint ventures:
Property square footage																			65,000
Purchase price on acquisition																			18,900
Joint Venture Ownership Percentage Purchased																			45.00%
Subsequent Event | Inland Center
Investments in unconsolidated joint ventures:
Property square footage																				933,000
Ownership percentage purchased																				50.00%
Purchase price on acquisition																				51,250
Purchase price funded by cash payment on acquisition																				26,250
Purchase price paid through assumption of debt by the Company																				25,000
Loan paid off																				$ 50,000

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Summary of Significant Accounting Policies: Investment in Unconsolidated Joint Ventures (Details)	12 Months Ended
	Dec. 31, 2014
Investment in unconsolidated joint ventures
Threshold ownership percentage above which to use equity method of accounting only if no controlling financial interest	50.00%
Buildings and improvements | Minimum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	5 years
Buildings and improvements | Maximum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	40 years
Tenant improvements | Minimum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	5 years
Tenant improvements | Maximum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	7 years
Equipment and furnishings | Minimum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	5 years
Equipment and furnishings | Maximum
Property, Plant and Equipment
Estimated useful lives of assets (in years)	7 years

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Acquisitions: Allocation of Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Feb. 29, 2012	Oct. 03, 2012	Oct. 26, 2012	Nov. 28, 2012	Jan. 24, 2013	Sep. 17, 2013	Oct. 24, 2013	Jun. 04, 2014	Nov. 14, 2014
500 North Michigan Avenue:
Acquisition
Property	$ 66,033
Deferred charges	7,450
Other assets	2,143
Total assets acquired	75,626
Other accrued liabilities	4,701
Total liabilities assumed	4,701
Fair value of acquired net assets (at 100% ownership)	70,925
FlatIron Crossing
Acquisition
Property		443,391
Deferred charges		25,251
Cash and cash equivalents		3,856
Other assets		2,101
Total assets acquired		474,599
Mortgage notes payable		175,720
Accounts payable		366
Other accrued liabilities		11,071
Total liabilities assumed		187,157
Fair value of acquired net assets (at 100% ownership)		287,442
Arrowhead Towne Center
Acquisition
Property			423,349
Deferred charges			31,500
Restricted cash			4,009
Tenant receivables			926
Other assets			4,234
Total assets acquired			464,018
Mortgage notes payable			244,403
Accounts payable			815
Other accrued liabilities			10,449
Total liabilities assumed			255,667
Fair value of acquired net assets (at 100% ownership)			208,351
Kings Plaza
Acquisition
Property				714,589
Deferred charges				37,371
Other assets				29,282
Total assets acquired				781,242
Other accrued liabilities				25,242
Total liabilities assumed				25,242
Fair value of acquired net assets (at 100% ownership)				756,000
Green Acres Mall
Acquisition
Property					477,673
Deferred charges					45,130
Other assets					19,125
Total assets acquired					541,928
Other accrued liabilities					41,928
Total liabilities assumed					41,928
Fair value of acquired net assets (at 100% ownership)					500,000
Camelback Colonnade
Acquisition
Property						98,160
Deferred charges						8,284
Cash and cash equivalents						1,280
Restricted cash						1,139
Tenant receivables						615
Other assets						380
Total assets acquired						109,858
Mortgage notes payable						49,465
Accounts payable						54
Other accrued liabilities						4,752
Total liabilities assumed						54,271
Fair value of acquired net assets (at 100% ownership)						55,587
Superstition Springs Land I
Acquisition
Property							114,373
Deferred charges							12,353
Cash and cash equivalents							8,894
Tenant receivables							51
Other assets							11,535
Total assets acquired							147,206
Mortgage notes payable							68,448
Accounts payable							119
Other accrued liabilities							7,637
Total liabilities assumed							76,204
Fair value of acquired net assets (at 100% ownership)							71,002
Cascade Mall
Acquisition
Property								28,924
Deferred charges								6,660
Other assets								202
Total assets acquired								35,786
Other accrued liabilities								4,786
Total liabilities assumed								4,786
Fair value of acquired net assets (at 100% ownership)								31,000
PPRLP Queens Portfolio
Acquisition
Property									3,714,982
Deferred charges									152,250
Cash and cash equivalents									28,890
Restricted cash									5,113
Tenant receivables									5,438
Other assets									127,723
Total assets acquired									4,034,396
Mortgage notes payable									1,414,659
Accounts payable									5,669
Due to affiliates									2,680
Other accrued liabilities									230,210
Total liabilities assumed									1,653,218
Fair value of acquired net assets (at 100% ownership)									$ 2,381,178

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Investments in Unconsolidated Joint Ventures: Financial Results (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets:
Properties, net	$ 2,967,878	$ 3,435,737
Other assets	208,726	295,719
Total assets	3,176,604	3,731,456
Liabilities and partners' capital:
Mortgage notes payable	2,038,379	3,518,215
Other liabilities	195,766	202,444
Company's capital	489,349	(25,367)
Outside partners' capital	453,110	36,164
Total liabilities and partners' capital	3,176,604	3,731,456
Investment in unconsolidated joint ventures:
Company's capital	489,349	(25,367)
Basis adjustment	464,826	474,658
Investments in unconsolidated joint ventures	954,175	449,291
Assets—Investments in unconsolidated joint ventures	984,132	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(29,957)	(252,192)
Mortgage notes payable that could become recourse debt to the Company	33,540	35,540
Indemnity of guaranteed amount	16,770	16,770
Amortization of difference between cost of investments and book value of underlying equity	5,109	10,734	15,480
Revenues:
Minimum rents	388,363	418,724	512,002
Percentage rents	17,161	19,589	23,087
Tenant recoveries	186,741	204,171	250,168
Other	40,705	45,627	46,239
Total revenues	632,970	688,111	831,496
Expenses:
Shopping center and operating expenses	215,412	229,818	287,234
Interest expense	137,087	145,322	199,916
Depreciation and amortization	144,403	147,309	177,997
Total operating expenses	496,902	522,449	665,147
(Loss) gain on sale of assets	3,643	190,526	29,301
Gain on early extinguishment of debt		14
Net income	139,711	356,202	195,650
Company's equity in net income	60,626	167,580	79,281
Northwestern Mutual Life (NML)
Investment in unconsolidated joint ventures:
Mortgage notes payable to affiliate	606,263	712,455
Interest expense on borrowings from related party	38,113	31,549	43,732
Pacific Premier Retail LP
Assets:
Total assets	0	775,012
Investment in unconsolidated joint ventures:
Total liabilities	0	812,725
Revenues:
Minimum rents	88,831	118,164	132,247
Percentage rents	2,652	4,586	5,390
Tenant recoveries	40,118	52,470	56,397
Other	4,090	5,882	5,650
Total revenues	135,691	181,102	199,684
Expenses:
Shopping center and operating expenses	37,113	53,039	59,329
Interest expense	34,113	43,445	52,139
Depreciation and amortization	29,688	39,616	43,031
Total operating expenses	100,914	136,100	154,499
(Loss) gain on sale of assets	(7,044)	182,754	90
Gain on early extinguishment of debt		0
Net income	27,733	227,756	45,275
Company's equity in net income	9,743	110,798	23,026
Tysons Corner LLC
Assets:
Total assets	341,931	356,871
Investment in unconsolidated joint ventures:
Total liabilities	871,933	887,413
Revenues:
Minimum rents	64,521	62,072	63,569
Percentage rents	2,091	2,057	1,929
Tenant recoveries	47,084	45,452	44,225
Other	3,472	3,110	3,341
Total revenues	117,168	112,691	113,064
Expenses:
Shopping center and operating expenses	38,786	36,798	35,244
Interest expense	31,677	15,751	11,481
Depreciation and amortization	19,880	18,139	19,798
Total operating expenses	90,343	70,688	66,523
(Loss) gain on sale of assets	0	0	0
Gain on early extinguishment of debt		14
Net income	26,825	42,017	46,541
Company's equity in net income	7,080	15,126	17,969
Other Joint Ventures
Revenues:
Minimum rents	235,011	238,488	316,186
Percentage rents	12,418	12,946	15,768
Tenant recoveries	99,539	106,249	149,546
Other	33,143	36,635	37,248
Total revenues	380,111	394,318	518,748
Expenses:
Shopping center and operating expenses	139,513	139,981	192,661
Interest expense	71,297	86,126	136,296
Depreciation and amortization	94,835	89,554	115,168
Total operating expenses	305,645	315,661	444,125
(Loss) gain on sale of assets	10,687	7,772	29,211
Gain on early extinguishment of debt		0
Net income	85,153	86,429	103,834
Company's equity in net income	$ 43,803	$ 41,656	$ 38,286

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Related-Party Transactions: (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Nov. 13, 2014 sqft
Related party transactions
Interest expense, related party	$ 15,134	$ 15,016	$ 15,386
Loans to unconsolidated joint ventures	0	2,756
Due from affiliates	80,232	30,132
Limited partnership interest of the operating partnership (as a percent)	6.00%	7.00%
Related Parties Note Receivable, RED Consolidated Holdings, LLC
Related party transactions
Interest income, related party	614	525
Due from affiliates	11,027	12,707
Notes receivable interest rate	5.25%
Unconsolidated joint ventures
Related party transactions
Interest income, related party	164	281	254
Due from affiliates	3,869	3,822
Northwestern Mutual Life (NML)
Related party transactions
Interest expense payable, related party	1,125	1,240
Unconsolidated joint ventures and third-party managed properties
Related party transactions
Management Fees	18,705	21,993	24,007
Development and Leasing Fees	11,822	10,859	13,165
Fees charged to unconsolidated joint ventures and third-party managed properties	30,527	32,852	37,172
Affiliated Entity
Related party transactions
Limited partnership interest of the operating partnership (as a percent)		40.00%
Affiliated Entity | Related Parties Note Receivable, AWE Talisman Company
Related party transactions
Interest income, related party	516	625
Notes receivable interest rate		5.00%
Number of notes receivable		2
Carrying value of term loan		13,603
Fashion Outlets of Chicago | Affiliated Entity
Related party transactions
Property square footage		529,000
Candlestick Point
Related party transactions
Property square footage				500,000
Candlestick Point | Notes Receivable
Related party transactions
Note receivable				65,130
Description of variable rate	LIBOR
Candlestick Point | Affiliated Entity | Notes Receivable
Related party transactions
Note receivable	65,336
Description of variable rate	LIBOR
Interest earned	$ 206
LIBOR | Candlestick Point | Affiliated Entity | Notes Receivable
Related party transactions
Notes receivable interest rate	2.00%

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Organization: (Details)	12 Months Ended
	Dec. 31, 2014 entity	Dec. 31, 2013
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of management companies (in entities)	7
The Macerich Partnership, L.P.
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Ownership interest in operating partnership (as a percent)	94.00%	93.00%

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Earnings Per Share ("EPS"): (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Reconciliation of numerator and denominator used in computation of earnings per share

The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands):

	2014			2013			2012
Numerator
Income from continuing operations	$	1,606,931		$	159,023		$	303,166
Income from discontinued operations	—			289,936			63,223
Net income attributable to noncontrolling interests	(107,889		)	(28,869		)	(28,963		)
Net income attributable to the Company	1,499,042			420,090			337,426
Allocation of earnings to participating securities	(1,576		)	(397		)	(577		)
Numerator for basic and diluted earnings per share—net income attributable to common stockholders	$	1,497,466		$	419,693		$	336,849
Denominator
Denominator for basic earnings per share—weighted average number of common shares outstanding	143,144			139,598			134,067
Effect of dilutive securities (1)
Stock warrants	—			—			63
Share and unit based compensation	147			82			18
Denominator for diluted earnings per share—weighted average number of common shares outstanding	143,291			139,680			134,148
Earnings per common share—basic:
Income from continuing operations	$	10.46		$	1.07		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.46		$	3.01		$	2.51
Earnings per common share—diluted:
Income from continuing operations	$	10.45		$	1.06		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.45		$	3.00		$	2.51

____________________________________

(1) The convertible senior notes ("Senior Notes") are excluded from diluted EPS for the year ended December 31, 2012 as their effect would be antidilutive. The Senior Notes were paid off in full on March 15, 2012 (See Note 9— Bank and Other Notes Payable).

Diluted EPS excludes 179,667, 184,304 and 193,945 convertible preferred units for the years ended December 31, 2014, 2013 and 2012, respectively, as their impact was antidilutive.

Diluted EPS excludes 10,079,935 and 9,845,602 and 10,870,454 Operating Partnership units ("OP Units") for the years ended December 31, 2014, 2013 and 2012, respectively, as their effect was antidilutive.

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Share and Unit-Based Plans: 2003 Equity Incentive Plan (Details) (2003 Equity Incentive Plan)	12 Months Ended
	Dec. 31, 2014
2003 Equity Incentive Plan
Share and unit-based plans
Term of award (in years)	10 years
Maximum shares authorized under plan (in shares)	13,825,428
Shares available for issuance under plan (in shares)	3,602,672

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Acquisitions: Reconciliation of Purchase Price to Fair Value (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Oct. 03, 2012	Oct. 26, 2012	Oct. 24, 2013	Jun. 04, 2014	Nov. 14, 2014
Acquisition
Less debt assumed	$ (1,414,659)	$ (257,064)	$ (420,123)
Carrying value of investment	(984,132)	(701,483)
Gain on remeasurement of assets	1,423,136	51,205	199,956
FlatIron Crossing
Acquisition
Purchase price				310,397
Less debt assumed				(114,497)
Carrying value of investment				(33,382)
Gain on remeasurement of assets				84,227
Less prior gain deferral				(26,067)
Fair value of acquired net assets (at 100% ownership)				287,442
Arrowhead Towne Center
Acquisition
Purchase price					144,400
Less debt assumed					(75,375)
Carrying value of investment					(23,597)
Gain on remeasurement of assets					115,729
Fair value of acquired net assets (at 100% ownership)					208,351
Superstition Springs Land I
Acquisition
Purchase price						46,162
Less debt assumed						(22,500)
Carrying value of investment						(32,476)
Gain on remeasurement of assets						14,864
Fair value of acquired net assets (at 100% ownership)						71,002
Cascade Mall
Acquisition
Purchase price							15,233
Carrying value of investment							(15,767)
Fair value of acquired net assets (at 100% ownership)							31,000
PPRLP Queens Portfolio
Acquisition
Purchase price								1,838,886
Less debt assumed								(672,109)
Carrying value of investment								(208,735)
Gain on remeasurement of assets								1,423,136
Fair value of acquired net assets (at 100% ownership)								$ 2,381,178

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Share and Unit-Based Plans: Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share and unit-based plans
Compensation cost under share and unit-based plans	$ 34,873	$ 28,122	$ 14,970
Additional compensation cost from modified terms of awards due to employee separations			1,214
Capitalized share and unit-based compensation costs	5,410	3,915	2,646
Stock awards
Share and unit-based plans
Compensation cost under share and unit-based plans	365	497	598
Unrecognized compensation cost of share and unit-based plans	248
Stock units
Share and unit-based plans
Compensation cost under share and unit-based plans	4,689	3,839	3,379
Unrecognized compensation cost of share and unit-based plans	2,843
LTIP units
Share and unit-based plans
Compensation cost under share and unit-based plans	28,598	22,778	9,436
Number of awards with modified terms due to separation agreement			20,000
Unrecognized compensation cost of share and unit-based plans	2,751
SARs
Share and unit-based plans
Compensation cost under share and unit-based plans	0	0	583
Number of awards with modified terms due to separation agreement			54,405
Stock awards and units
Share and unit-based plans
Fair value of equity-based awards vested during period	4,685	3,516	30,454
Stock options
Share and unit-based plans
Compensation cost under share and unit-based plans	16	16	21
Unrecognized compensation cost of share and unit-based plans	43
Phantom stock units
Share and unit-based plans
Compensation cost under share and unit-based plans	1,205	992	953
Unrecognized compensation cost of share and unit-based plans	$ 541

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Property: Narrative (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Aug. 28, 2014
Acquisition
Gain (loss) on sale or write down of assets, net	$ 73,440	$ (78,057)	$ 28,734
(Loss) gain on sale of assets	3,643	190,526	29,301
Gain (Loss) on sale of assets	1,257	5,390	(390)
Loss on write-off of development costs			(19,360)
Write-off of Development Cost	(40,561)	(1,250)
Impairment charge	(41,216)	(82,197)
Various Properties
Acquisition
(Loss) gain on sale of assets	144,927
Wilshire Boulevard
Acquisition
(Loss) gain on sale of assets	9,033			9,033
Chandler Village Center, Chandler Festival, Chandler Gateway and NorthPark Center
Acquisition
Gain (Loss) on sale of assets			$ 48,484
Mervyn's
Acquisition
Number of properties	3

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Future Rental Revenues: (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Future Rental Revenues [Abstract]
2015	$ 663,007
2016	572,304
2017	494,380
2018	424,747
2019	358,973
Thereafter	1,257,743
Total	$ 3,771,154

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Share and Unit-Based Plans: Stock Option Activity (Details) (Stock options, USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock options
Options
Balance at beginning of year	10,068	12,768	2,700
Granted	0	0	10,068
Exercised	0	(2,700)	0
Balance at end of year	10,068	10,068	12,768
Weighted Average Exercise Price (in dollars per share)
Balance at beginning of year	$ 59.57	$ 54.69	$ 36.51
Granted	$ 0.00	$ 0.00	$ 59.57
Exercised	$ 0.00	$ 36.51	$ 0.00
Balance at end of year	$ 59.57	$ 59.57	$ 54.69

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Share and Unit-Based Plans: SARs Narrative (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
SARs
Share and unit-based plans
Term of award (in years)	10 years
Grant date of award (in dollars per share)	$ 9.67
Volatility rate (as a percent)	25.85%
Dividend yield (as a percent)	3.69%
Risk free rate (as a percent)	1.20%
Current value (in dollars per share)	$ 59.57
Expected term	8 years
SARS granted prior to 2012
Share and unit-based plans
Grant date of award (in dollars per share)	$ 7.68
Volatility rate (as a percent)	22.52%
Dividend yield (as a percent)	5.23%
Risk free rate (as a percent)	3.15%
Current value (in dollars per share)	$ 61.17
Expected term	8 years

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Share and Unit-Based Plans: Directors' Phantom Stock Plan (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Phantom stock units
Share and unit-based plans
Number of common shares into which units can be converted (in shares)	1
Units
Balance at beginning of year	17,575	0	15,745
Granted	10,747	34,266	7,896
Vested	(19,053)	(16,691)	(22,179)
Forfeited	0	0	(1,462)
Balance at end of year	9,269	17,575	0
Weighted Average Grant Date Fair Value (in dollars per share)
Balance at beginning of year	$ 58.66	$ 0.00	$ 34.84
Granted	$ 65.54	$ 59.04	$ 57.29
Vested	$ 62.69	$ 59.44	$ 45.24
Forfeited	$ 0.00	$ 0.00	$ 33.74
Balance at end of year	$ 58.35	$ 58.66	$ 0.00
Director's Phantom Stock Plan
Share and unit-based plans
Deferral period for grant of units (in years)	3 years
Number of common shares into which units can be converted (in shares)	1
Maximum shares authorized under plan (in shares)	500,000
Shares available for issuance under plan (in shares)	212,947

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Commitments and Contingencies: (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Ground rent expenses	$ 10,968	$ 10,579	$ 8,681
Minimum future rental payments
2015	15,449
2016	15,472
2017	15,457
2018	11,342
2019	9,821
Thereafter	309,369
Total	376,910
Contingent Liabilities
Contingent liability under letters of credit	18,388
Outstanding obligations under construction agreements	$ 41,205

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Acquisitions: Gain (Loss) on Remeasurement (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Oct. 03, 2012	Oct. 26, 2012	Sep. 17, 2013	Oct. 24, 2013	Nov. 14, 2014
Acquisition
Carrying value of investment	$ (984,132)	$ (701,483)
Gain on remeasurement of assets	1,423,136	51,205	199,956
FlatIron Crossing
Acquisition
Fair value of existing ownership interest				91,542
Carrying value of investment				(33,382)
Prior gain deferral recognized				26,067
Gain on remeasurement of assets				84,227
Arrowhead Towne Center
Acquisition
Fair value of existing ownership interest					139,326
Carrying value of investment					(23,597)
Gain on remeasurement of assets					115,729
Camelback Colonnade
Acquisition
Fair value of existing ownership interest						41,690
Carrying value of investment						(5,349)
Gain on remeasurement of assets						36,341
Superstition Springs Land I
Acquisition
Fair value of existing ownership interest							47,340
Carrying value of investment							(32,476)
Gain on remeasurement of assets							14,864
PPRLP Queens Portfolio
Acquisition
Fair value of existing ownership interest								1,214,401
Carrying value of investment								(208,735)
Gain on remeasurement of assets								$ 1,423,136

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Share and Unit-Based Plans:

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share and Unit-Based Plans:

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.

2003 Equity Incentive Plan:

The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other convertible or exchangeable units. As of December 31, 2014, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance of the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 13,825,428 shares. As of December 31, 2014, there were 3,602,672 shares available for issuance under the 2003 Plan.

Stock Awards:

The value of the stock awards was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at beginning of year	19,001		$	56.77	20,924		$	49.36	21,130		$	40.68
Granted	—		—		8,963		61.84		9,639		54.43
Vested	(9,812	)	54.45		(10,886	)	46.70		(9,845	)	35.69
Balance at end of year	9,189		$	59.25	19,001		$	56.77	20,924		$	49.36

Stock Units:

The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the outstanding stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	137,318		$	57.24	114,677		$	52.19	576,340		$	11.71
Granted	75,309		60.50		67,920		62.01		72,322		54.43
Vested	(68,253	)	55.14		(45,279	)	51.59		(533,985	)	8.80
Balance at end of year	144,374		$	59.94	137,318		$	57.24	114,677		$	52.19

SARs:

The executives have up to 10 years from the grant date to exercise the SARs. Upon exercise, the executives will receive unrestricted common shares for the appreciation in value of the SARs from the grant date to the exercise date.

The Company determined the value of each SAR awarded during the year ended December 31, 2012 to be $9.67 using the Black‑Scholes Option Pricing Model based upon the following assumptions: volatility of 25.85%, dividend yield of 3.69%, risk free rate of 1.20%, current value of $59.57 and an expected term of 8 years. The value of each of the other outstanding SARs was determined at the grant date to be $7.68 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. The following table summarizes the activity of SARs awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price
Balance at beginning of year	1,070,991		$	56.66	1,164,185		$	56.66	1,156,985		$	56.55
Granted	—		—		—		—		39,932		59.57
Exercised	(298,352	)	56.63		(93,194	)	56.63		(32,732	)	56.63
Balance at end of year	772,639		$	56.67	1,070,991		$	56.66	1,164,185		$	56.66

Long-Term Incentive Plan Units:

Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one-unit for one-share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include both market-indexed awards and service-based awards.

The market-indexed LTIP Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per common stock share relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period.

The fair value of the market-indexed LTIP Units are estimated on the date of grant using a Monte Carlo Simulation model. The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.

On February 23, 2012, the Company granted 190,000market-indexed LTIP Units at a grant date fair value of $37.77 per LTIP Unit. On April 16, 2012, the Company granted 10,000market-indexed LTIP Units at a grant date fair value of $54.97 per LTIP Unit. The market-indexed LTIP Unit grants vested over a service period ending January 31, 2013. On September 1, 2012, the Company granted 20,000 LTIP Units at a fair value of $59.57 per LTIP Unit that were fully vested on the grant date. On February 11, 2013, the compensation committee determined that the market-indexed LTIP Units granted under the LTIP in 2012 had vested at the 100% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of February 1, 2012 to January 31, 2013. As a result, the 200,000 market-indexed LTIP Units vested as of January 31, 2013.

On February 15, 2013, the Company granted 332,189market-indexed LTIP Units ("2013 LTIP Units") at a grant date fair value of $66.58 per LTIP Unit that vested over a service period ending December 31, 2013. On January 16, 2014, the compensation committee determined that the 2013 LTIP Units had vested at the 96% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of January 1, 2013 to December 31, 2013. As a result, 318,900 LTIP Units vested and 13,289 LTIP Units were forfeited as of December 31, 2013.

On January 1, 2014, the Company granted 70,042 LTIP Units with a grant date fair value of $58.89 that will vest in equal annual installments over a service period ending December 31, 2016. Concurrently, the Company granted 272,930market-indexed LTIP Units ("2014 LTIP Units") at a grant date fair value of $45.34 per LTIP Unit that vested over a service period ending December 31, 2014. The 2014 LTIP Units were equally divided between two types of awards. The terms of both types of awards were the same, except one award had an additional 3% absolute Total Return requirement, which if it was not met, then such LTIP Units would not have vested. On January 12, 2015, the compensation committee determined that the 2014 LTIP Units had vested at a 150% level, based on the Company's percentile ranking in terms of Total Return per common stock share compared to the Total Return of a group of peer REITs during the period of January 1, 2014 to December 31, 2014. In addition, the compensation committee determined that the applicable 3% absolute Total Return requirement was exceeded. As a result, an additional 136,465 fully-vested LTIP Units were granted on December 31, 2014.

On March 7, 2014, the Company granted 246,471 LTIP Units at a fair value of $60.25 per LTIP Unit that were fully vested on the grant date.

The following table summarizes the activity of the non-vested LTIP Units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	—		$	—	200,000		$	38.63	190,000		$	43.30
Granted	725,908		51.71		332,189		66.58		315,000		40.53
Vested	(679,213	)	51.22		(518,900	)	55.81		(305,000	)	44.85
Forfeited	—		—		(13,289	)	66.58		—		—
Balance at end of year	46,695		$	58.89	—		$	—	200,000		$	38.63

Stock Options:

The Company measured the value of each option awarded during the year ended December 31, 2012 to be $9.67 using the Black-Scholes Option Pricing Model based upon the following assumptions: volatility of 25.85%, dividend yield of 3.69%, risk free rate of 1.20%, current value of $59.57 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.

The following table summarizes the activity of stock options for the years ended December 31, 2014, 2013 and 2012:

	2014			2013				2012
	Options	Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Balance at beginning of year	10,068	$	59.57	12,768		$	54.69	2,700	$	36.51
Granted	—	—		—		—		10,068	59.57
Exercised	—	—		(2,700	)	36.51		—	—
Balance at end of year	10,068	$	59.57	10,068		$	59.57	12,768	$	54.69

Directors' Phantom Stock Plan:

The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock awards was determined by the amortization of the value of the stock units on a straight-line basis over the applicable service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one-unit for one-share basis. To the extent elected by a Director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 500,000. As of December 31, 2014, there were 212,947 stock units available for grant under the Directors' Phantom Stock Plan.

The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	17,575		$	58.66	—		$	—	15,745		$	34.84
Granted	10,747		65.54		34,266		59.04		7,896		57.29
Vested	(19,053	)	62.69		(16,691	)	59.44		(22,179	)	45.24
Forfeited	—		—		—		—		(1,462	)	33.74
Balance at end of year	9,269		$	58.35	17,575		$	58.66	—		$	—

Employee Stock Purchase Plan ("ESPP"):

The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP common stock is purchased at a 15% discount from the lesser of the fair value of common stock at the beginning and end of the offering period. A maximum of 750,000 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2014 was 540,318.

Compensation:

The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Stock awards	$	365	$	497	$	598
Stock units	4,689		3,839		3,379
LTIP units	28,598		22,778		9,436
SARs	—		—		583
Stock options	16		16		21
Phantom stock units	1,205		992		953
	$	34,873	$	28,122	$	14,970

During the year ended December 31, 2012, the Company modified the terms of 20,000 LTIP Units and 54,405 SARs of a former executive officer. As a result of this modification, the Company recognized an additional compensation cost of $1,214 during the year ended December 31, 2012.

The Company capitalized share and unit-based compensation costs of $5,410, $3,915 and $2,646 for the years ended December 31, 2014, 2013 and 2012, respectively.

The fair value of the stock awards and stock units that vested during the years ended December 31, 2014, 2013 and 2012 was $4,685, $3,516 and $30,454, respectively. Unrecognized compensation costs of share and unit-based plans at December 31, 2014 consisted of $2,751 from LTIP Units, $248 from stock awards, $2,843 from stock units, $43 from stock options and $541 from phantom stock units.

XML

Summary of Significant Accounting Policies: Deferred Charges and Segment Information (Details)	12 Months Ended
	Dec. 31, 2014 segment area
Segment Information:
Number of business segments	1
Number of geographic areas in which the Company operates	1
Minimum
Deferred Charges:
Deferred lease costs, amortization period (in years)	1 year
Deferred financing costs, amortization period (in years)	1 year
Maximum
Deferred Charges:
Deferred lease costs, amortization period (in years)	15 years
Deferred financing costs, amortization period (in years)	15 years

XML

Related-Party Transactions: (Tables)

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Schedule of fees charged to unconsolidated joint ventures

The following are fees charged to unconsolidated joint ventures for the years ended December 31:

	2014		2013		2012
Management fees	$	18,705	$	21,993	$	24,007
Development and leasing fees	11,822		10,859		13,165
	$	30,527	$	32,852	$	37,172

XML

Dispositions: (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended													1 Months Ended	0 Months Ended					1 Months Ended	0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2009	Dec. 11, 2013	Dec. 29, 2014	Oct. 10, 2014	Sep. 11, 2014	Aug. 28, 2014	Jul. 07, 2014	Dec. 04, 2013	Oct. 23, 2013	Oct. 15, 2013	Sep. 11, 2013	May 11, 2012	Apr. 23, 2012	Mar. 31, 2012	Apr. 30, 2012 sqft	May 17, 2012 sqft	May 31, 2012 sqft	Jun. 28, 2012 sqft	Sep. 30, 2013	Dec. 31, 2012 sqft	May 31, 2013 sqft	Jun. 04, 2013	Jan. 15, 2014 sqft	Feb. 14, 2014	Mar. 17, 2014	Oct. 31, 2014	Sep. 17, 2013 sqft	Dec. 31, 2011 sqft
Discontinued Operations:
Gain (loss) from sale	$ 0	$ 286,414	$ 50,811
Gain (loss) on extinguishment of debt	(526)	1,432	0
Revenues from discontinued operations		54,752	94,406
Gain (loss) income from discontinued operations	0	289,936	63,223
Freehold Raceway Mall and Chandler Fashion Center
Discontinued Operations:
Ownership interest (as a percent)				49.90%
Chesterfield Towne Center
Discontinued Operations:
Gain (loss) from sale					151,467
Camelback Colonnade
Discontinued Operations:
Proceeds from sale						92,898
Gain (loss) from sale						24,554
Property square footage																														619,000
Cash payment						61,173
Assumption of debt						31,725
Debt discharged						47,946
Noncontrollling interest adjustment						17,217
Camelback Colonnade | Freehold Raceway Mall and Chandler Fashion Center
Discontinued Operations:
Ownership interest (as a percent)						67.50%
Mervyn's
Discontinued Operations:
Proceeds from sale							1,900	1,200	3,500	3,560	10,475	5,430	5,700	12,000	20,750
Gain (loss) from sale							(3)	315	(80)	(158)	(5,257)	1,695	(2,031)	(2,633)	(407)
Valley View Mall
Discontinued Operations:
Impairment charge																	54,306
Long-lived assets written off to fair value																33,450
Gain (loss) on extinguishment of debt																104,023
The Borgata
Discontinued Operations:
Proceeds from sale																		9,150
Gain (loss) from sale																		(1,275)
Property square footage																		94,000
Hilton Village
Discontinued Operations:
Proceeds from sale																			24,820
Gain (loss) from sale																			3,127
Property square footage																			80,000
Prescott Gateway
Discontinued Operations:
Property square footage																				584,000
Gain (loss) on extinguishment of debt																				16,296
Carmel Plaza
Discontinued Operations:
Proceeds from sale																					52,000
Gain (loss) from sale																					7,844
Property square footage																					112,000
Fiesta Mall
Discontinued Operations:
Impairment charge																							24,555
Property square footage			933,000																				933,000
Gain (loss) on extinguishment of debt																						1,252
Green Tree Mall
Discontinued Operations:
Proceeds from sale																								79,000
Gain (loss) from sale																								59,767
Property square footage																								793,000
Northridge Mall
Discontinued Operations:
Property square footage																									890,000
Rimrock Mall
Discontinued Operations:
Property square footage																									603,000
Rimrock Mall and Nortridge Mall
Discontinued Operations:
Proceeds from sale																									230,000
Gain (loss) from sale																									82,151
Chesterfield Towne Center
Discontinued Operations:
Property square footage					1,016,000
Cash payment					67,763
Assumption of debt					109,737
Centre at Salisbury
Discontinued Operations:
Proceeds from sale					292,500
Property square footage					862,000
Assumption of debt					115,000
Rotterdam Square
Discontinued Operations:
Proceeds from sale																										8,500
Gain (loss) from sale																										(435)
Property square footage																										585,000
Somersville Town Center
Discontinued Operations:
Proceeds from sale																											12,337
Gain (loss) from sale																											(263)
Property square footage	348,000
Lake Square Mall
Discontinued Operations:
Proceeds from sale																												13,280
Gain (loss) from sale																												(876)
Property square footage																															559,000
Cash payment																												3,677
South Towne Center
Discontinued Operations:
Proceeds from sale																													205,000
Gain (loss) from sale																													121,873
Property square footage																													1,278,000
Notes Receivable | Lake Square Mall
Discontinued Operations:
Notes receivable																												$ 9,603
Number of notes receivable																												2

XML

Mortgage Notes Payable: (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Mortgage notes payable

Mortgage notes payable at December 31, 2014 and 2013 consist of the following:

	Carrying Amount of Mortgage Notes(1)
	2014				2013				Effective Interest Rate(2)		Monthly Debt Service(3)		Maturity Date(4)
Property Pledged as Collateral	Related Party		Other		Related Party		Other
Arrowhead Towne Center	$	—	$	228,703	$	—	$	236,028	2.76	%	$	1,131	2018
Camelback Colonnade(5)	—		—		—		49,120		—		—		—
Chandler Fashion Center(6)	—		200,000		—		200,000		3.77	%	625		2019
Danbury Fair Mall	114,265		114,264		117,120		117,120		5.53	%	1,538		2020
Deptford Mall	—		197,815		—		201,622		3.76	%	947		2023
Deptford Mall	—		14,285		—		14,551		6.46	%	101		2016
Eastland Mall	—		168,000		—		168,000		5.79	%	811		2016
Fashion Outlets of Chicago(7)	—		119,329		—		91,383		2.97	%	259		2017
Fashion Outlets of Niagara Falls USA	—		121,376		—		124,030		4.89	%	727		2020
Flagstaff Mall	—		37,000		—		37,000		5.03	%	151		2015
FlatIron Crossing	—		261,494		—		268,000		3.90	%	1,393		2021
Freehold Raceway Mall(6)	—		229,244		—		232,900		4.20	%	1,132		2018
Fresno Fashion Fair(8)	—		—		79,391		79,390		—		—		—
Great Northern Mall(9)	—		34,494		—		35,484		6.54	%	234		2015
Green Acres Mall	—		313,514		—		319,850		3.61	%	1,447		2021
Kings Plaza Shopping Center	—		480,761		—		490,548		3.67	%	2,229		2019
Lakewood Center(10)	—		253,708		—		—		1.80	%	1,127		2015
Los Cerritos Center(11)	103,274		103,274		—		—		1.65	%	1,009		2018
Northgate Mall(12)	—		64,000		—		64,000		3.05	%	128		2017
Oaks, The	—		210,197		—		214,239		4.14	%	1,064		2022
Pacific View	—		133,200		—		135,835		4.08	%	668		2022
Queens Center(13)	—		600,000		—		—		3.49	%	1,744		2025
Santa Monica Place	—		230,344		—		235,445		2.99	%	1,004		2018
SanTan Village Regional Center	—		133,807		—		136,629		3.14	%	589		2019
South Plains Mall(14)	—		—		—		99,833		—		—		—
Stonewood Center(15)	—		111,297		—		—		1.80	%	640		2017
Superstition Springs Center(16)	—		68,079		—		68,395		1.98	%	138		2016
Towne Mall	—		22,607		—		22,996		4.48	%	117		2022
Tucson La Encantada	71,500		—		72,870		—		4.23	%	368		2022
Valley Mall	—		41,368		—		42,155		5.85	%	280		2016
Valley River Center	—		120,000		—		120,000		5.59	%	558		2016
Victor Valley, Mall of(17)	—		115,000		—		90,000		4.00	%	380		2024
Vintage Faire Mall(18)	—		—		—		99,083		—		—		—
Washington Square(19)	—		238,696		—		—		1.65	%	1,499		2016
Westside Pavilion	—		149,626		—		152,173		4.49	%	783		2022
	$	289,039	$	5,115,482	$	269,381	$	4,145,809

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

The debt premiums (discounts) as of December 31, 2014 and 2013 consist of the following:

Property Pledged as Collateral	2014			2013
Arrowhead Towne Center	$	11,568		$	14,642
Camelback Colonnade	—			2,120
Deptford Mall	(8		)	(14		)
Fashion Outlets of Niagara Falls USA	5,414			6,342
Lakewood Center	3,708			—
Los Cerritos Center	17,965			—
Stonewood Center	7,980			—
Superstition Springs Center	579			895
Valley Mall	(132		)	(219		)
Washington Square	9,847			—
	$	56,921		$	23,766

(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

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

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

(5) On December 29, 2014, in connection with the sale of the Company's 67.5% ownership interest in the consolidated joint venture in Camelback Colonnade (See Note 14—Dispositions), a third party assumed the existing loan on the property. As a result, the Company has been discharged from this non-recourse loan.

(6) A 49.9% interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note 10—Co-Venture Arrangement).

(7) The construction loan on the property allows for borrowings of up to $140,000, bears interest at LIBOR plus 2.50% and matures on March 5, 2017, including extension options. At December 31, 2014 and 2013, the total interest rate was 2.97% and 2.96%, respectively.

(8) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $5,796 on the early extinguishment of debt.

(9) On January 1, 2015, this nonrecourse loan went into maturity default. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver.

(10) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Lakewood Center with a fair value of $254,880 that bears interest at an effective rate of 1.80% and matures on June 1, 2015.

(11) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Los Cerritos Center with a fair value of $207,528 that bears interest at an effective rate of 1.65% and matures on July 1, 2018.

(12) The loan bears interest at LIBOR plus 2.25% and matures on March 1, 2017. At December 31, 2014 and 2013, the total interest rate was 3.05% and 3.04%, respectively.

(13) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Queens Center with a fair value of $600,000 that bears interest at an effective rate of 3.49% and matures on January 1, 2025.

(14) On February 7, 2014, the Company paid off in full one of the two loans on the property, which resulted in a loss of $359 on the early extinguishment of debt. On November 10, 2014, the Company paid off in full the remaining loan on the property, which resulted in a loss of $163 on the early extinguishment of debt.

(15) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Stonewood Center with a fair value of $111,910 that bears interest at an effective rate of 1.80% and matures on November 1, 2017.

(16) The loan bears interest at LIBOR plus 2.30% and matures on October 28, 2016. At December 31, 2014 and 2013, the total interest rate was 1.98% and 2.00%, respectively.

(17) On August 28, 2014, the Company replaced the existing loan on the property with a new $115,000 loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024. The replacement of the existing loan resulted in a loss of $47 on the early extinguishment of debt.

(18) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $3,186 on the early extinguishment of debt.

(19) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Washington Square with a fair value of $240,341 that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

Debt premiums (discounts) on mortgage notes payable

The debt premiums (discounts) as of December 31, 2014 and 2013 consist of the following:

Property Pledged as Collateral	2014			2013
Arrowhead Towne Center	$	11,568		$	14,642
Camelback Colonnade	—			2,120
Deptford Mall	(8		)	(14		)
Fashion Outlets of Niagara Falls USA	5,414			6,342
Lakewood Center	3,708			—
Los Cerritos Center	17,965			—
Stonewood Center	7,980			—
Superstition Springs Center	579			895
Valley Mall	(132		)	(219		)
Washington Square	9,847			—
	$	56,921		$	23,766

Future maturities of mortgage notes payable

The future maturities of mortgage notes payable are as follows:

2015	$	397,325
2016	707,605
2017	353,370
2018	866,413
2019	603,090
Thereafter	2,419,797
	5,347,600
Debt premium, net	56,921
	$	5,404,521

XML

Earnings Per Share ("EPS"): Narrative (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Convertible preferred units
Antidilutive securities
Antidilutive securities (in shares)	179,667	184,304	193,945
Partnership unit
Antidilutive securities
Antidilutive securities (in shares)	10,079,935	9,845,602	10,870,454

XML

Stockholders' Equity: Stock Warrants: (Details) (Freehold Raceway Mall and Chandler Fashion Center, USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended			1 Months Ended
	Oct. 24, 2012	Apr. 10, 2012	Sep. 30, 2009	Dec. 31, 2011
Freehold Raceway Mall and Chandler Fashion Center
Stock Warrants:
Aggregate number of common shares available for purchase under warrants (in shares)			935,358
Value of stock warrants			$ 6,496
Exercise price of stock warrants (in dollars per share)			$ 46.68
Exercise of stock warrants	$ 3,923	$ 3,448		$ 1,278
Number of common shares available for purchase under warrant (in shares)	311,786	311,786		311,786

XML

Mortgage Notes Payable: (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Nov. 14, 2014	Sep. 30, 2009	Dec. 22, 2014	Jan. 03, 2013	Nov. 10, 2014	Feb. 07, 2014 loan	Aug. 28, 2014
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	$ 289,039,000	$ 269,381,000
Others	5,115,482,000	4,145,809,000
Debt premiums (discounts), net	56,921,000	23,766,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities	1,414,659,000	257,064,000	420,123,000
Loss (gain) on early extinguishment of debt, net	526,000	(1,432,000)	0
Probable recourse amount	73,165,000	77,192,000
Interest expense capitalized	12,559,000	10,829,000	10,703,000
Fair value of mortgage notes payable	5,455,453,000	4,500,177,000
PPRLP Queens Portfolio
Mortgage loans payable on real estate
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				672,109,000
Freehold Raceway Mall and Chandler Fashion Center
Mortgage loans payable on real estate
Interest in the loan assumed by a third party (as a percent)					49.90%
Ownership interest (as a percent)					49.90%
Arrowhead Towne Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	228,703,000	236,028,000
Effective Interest Rate (as a percent)	2.76%
Monthly Debt Service	1,131,000
Debt premiums	11,568,000	14,642,000
Camelback Colonnade
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	0	49,120,000
Effective Interest Rate (as a percent)	0.00%
Monthly Debt Service	0
Debt premiums	0	2,120,000
Chandler Fashion Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	200,000,000	200,000,000
Effective Interest Rate (as a percent)	3.77%
Monthly Debt Service	625,000
Danbury Fair Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	114,265,000	117,120,000
Others	114,264,000	117,120,000
Effective Interest Rate (as a percent)	5.53%
Monthly Debt Service	1,538,000
Deptford Mall One
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	197,815,000	201,622,000
Effective Interest Rate (as a percent)	3.76%
Monthly Debt Service	947,000
Debt discounts	(8,000)	(14,000)
Deptford Mall Two
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	14,285,000	14,551,000
Effective Interest Rate (as a percent)	6.46%
Monthly Debt Service	101,000
Eastland Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	168,000,000	168,000,000
Effective Interest Rate (as a percent)	5.79%
Monthly Debt Service	811,000
Fashion Outlets of Chicago
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	119,329,000	91,383,000
Effective Interest Rate (as a percent)	2.97%	2.96%
Monthly Debt Service	259,000
Debt issued	140,000,000
Reference rate for variable interest rate	LIBOR
Interest rate spread over basis (as a percent)	2.50%
Fashion Outlets of Niagara Falls USA
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	121,376,000	124,030,000
Effective Interest Rate (as a percent)	4.89%
Monthly Debt Service	727,000
Debt premiums	5,414,000	6,342,000
Flagstaff Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	37,000,000	37,000,000
Effective Interest Rate (as a percent)	5.03%
Monthly Debt Service	151,000
FlatIron Crossing
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	261,494,000	268,000,000
Effective Interest Rate (as a percent)	3.90%
Monthly Debt Service	1,393,000
Freehold Raceway Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	229,244,000	232,900,000
Effective Interest Rate (as a percent)	4.20%
Monthly Debt Service	1,132,000
Fresno Fashion Fair
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	79,391,000
Others	0	79,390,000
Effective Interest Rate (as a percent)	0.00%
Monthly Debt Service	0
Loss (gain) on early extinguishment of debt, net						5,796,000
Great Northern Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	34,494,000	35,484,000
Effective Interest Rate (as a percent)	6.54%
Monthly Debt Service	234,000
Green Acres Mall Mortgage
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	313,514,000	319,850,000
Effective Interest Rate (as a percent)	3.61%
Monthly Debt Service	1,447,000
Kings Plaza Shopping Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	480,761,000	490,548,000
Effective Interest Rate (as a percent)	3.67%
Monthly Debt Service	2,229,000
Debt issued							146,000,000
Lakewood Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	253,708,000	0
Monthly Debt Service	1,127,000
Debt premiums	3,708,000	0
Lakewood Center | PPRLP Queens Portfolio
Mortgage loans payable on real estate
Effective Interest Rate (as a percent)	1.80%
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				254,880,000
Los Cerritos Center Mortgage
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	103,274,000	0
Others	103,274,000	0
Monthly Debt Service	1,009,000
Debt premiums	17,965,000	0
Los Cerritos Center Mortgage | PPRLP Queens Portfolio
Mortgage loans payable on real estate
Effective Interest Rate (as a percent)	1.65%
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				207,528,000
Northgate Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	64,000,000	64,000,000
Effective Interest Rate (as a percent)	3.05%	3.04%
Monthly Debt Service	128,000
Reference rate for variable interest rate	LIBOR
Interest rate spread over basis (as a percent)	2.25%
Oaks, The
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	210,197,000	214,239,000
Effective Interest Rate (as a percent)	4.14%
Monthly Debt Service	1,064,000
Pacific View
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	133,200,000	135,835,000
Effective Interest Rate (as a percent)	4.08%
Monthly Debt Service	668,000
Queens Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	600,000,000	0
Monthly Debt Service	1,744,000
Queens Center | PPRLP Queens Portfolio
Mortgage loans payable on real estate
Effective Interest Rate (as a percent)	3.49%
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				600,000,000
Santa Monica Place
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	230,344,000	235,445,000
Effective Interest Rate (as a percent)	2.99%
Monthly Debt Service	1,004,000
SanTan Village Regional Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	133,807,000	136,629,000
Effective Interest Rate (as a percent)	3.14%
Monthly Debt Service	589,000
South Plains Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	0	99,833,000
Effective Interest Rate (as a percent)	0.00%
Number of loans									2
Monthly Debt Service	0
Loss (gain) on early extinguishment of debt, net								163,000	359,000
Stonewood Center Mortgage
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	111,297,000	0
Monthly Debt Service	640,000
Debt premiums	7,980,000	0
Stonewood Center Mortgage | PPRLP Queens Portfolio
Mortgage loans payable on real estate
Effective Interest Rate (as a percent)				1.80%
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				111,910,000
Superstition Springs Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	68,079,000	68,395,000
Effective Interest Rate (as a percent)	1.98%	2.00%
Monthly Debt Service	138,000
Debt premiums	579,000	895,000
Reference rate for variable interest rate	LIBOR
Interest rate spread over basis (as a percent)	2.30%
Towne Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	22,607,000	22,996,000
Effective Interest Rate (as a percent)	4.48%
Monthly Debt Service	117,000
Tucson La Encantada
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	71,500,000	72,870,000
Others	0	0
Effective Interest Rate (as a percent)	4.23%
Monthly Debt Service	368,000
Valley Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	41,368,000	42,155,000
Effective Interest Rate (as a percent)	5.85%
Monthly Debt Service	280,000
Debt discounts	(132,000)	(219,000)
Valley River Center
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	120,000,000	120,000,000
Effective Interest Rate (as a percent)	5.59%
Monthly Debt Service	558,000
Victor Valley, Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	115,000,000	90,000,000
Effective Interest Rate (as a percent)	4.00%
Monthly Debt Service	380,000
Loss (gain) on early extinguishment of debt, net										(47,000)
Vintage Faire Mall
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	0	99,083,000
Effective Interest Rate (as a percent)	0.00%
Monthly Debt Service	0
Loss (gain) on early extinguishment of debt, net						3,186,000
Washington Square
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	238,696,000	0
Monthly Debt Service	1,499,000
Debt premiums	9,847,000	0
Washington Square | PPRLP Queens Portfolio
Mortgage loans payable on real estate
Effective Interest Rate (as a percent)	1.65%
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities				240,341,000
Westside Pavilion
Mortgage loans payable on real estate
Carrying amount of mortgage notes, related party	0	0
Others	149,626,000	152,173,000
Effective Interest Rate (as a percent)	4.49%
Monthly Debt Service	$ 783,000

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Summary of Significant Accounting Policies: Revenues (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues
Increase in minimum rent due to straight-line rent adjustment	$ 5,825	$ 7,498	$ 5,399
Minimum
Revenues
Management fees as a percentage of gross monthly rental revenue	1.50%
Maximum
Revenues
Management fees as a percentage of gross monthly rental revenue	5.00%

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Summary of Significant Accounting Policies:

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies:

Summary of Significant Accounting Policies:

Basis of Presentation:

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The accompanying consolidated financial statements include the accounts of the Company and the Operating Partnership. Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity are consolidated; otherwise they are accounted for under the equity method of accounting and are reflected as investments in unconsolidated joint ventures. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under loan agreements.

Revenues:

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. 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." Minimum rents were increased by $5,825, $7,498 and $5,399 due to the straight-line rent adjustment during the years ended December 31, 2014, 2013 and 2012, respectively. Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases.

The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed.

Property:

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

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

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

Capitalization of Costs:

The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete.

Investment in Unconsolidated Joint Ventures:

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a variable interest entity in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. Although the Company has a greater than 50% interest in Corte Madera Village, LLC, the Company does not have a controlling financial interest in the joint venture as it shares management control with the partner in the joint venture and, therefore, accounts for its investment in the joint venture using the equity method of accounting.

Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate. The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes charges for depreciation and amortization.

Acquisitions:

The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal term of the acquired leases. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space. The initial allocation of purchase price is based on management's preliminary assessment, which may change when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which does not exceed one year. The purchase price allocation is described as preliminary if it is not yet final. The use of different assumptions in the allocation of the purchase price of the acquired assets and liabilities assumed could affect the timing of recognition of the related revenues and expenses.

The Company immediately expenses costs associated with business combinations as period costs.

Remeasurement gains are recognized when the Company obtains control of an existing equity method investment to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment.

Marketable Securities:

The Company accounted for its investments in marketable debt securities as held-to-maturity securities as the Company had the intent and the ability to hold these securities until maturity. Accordingly, investments in marketable securities were carried at their amortized cost. The discount on marketable securities was amortized into interest income on a straight-line basis over the term of the notes, which approximates the effective interest method.

Deferred Charges:

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method.

The range of the terms of the agreements is as follows:

Deferred lease costs	1 - 15 years
Deferred financing costs	1 - 15 years

Accounting for Impairment:

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

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

Derivative Instruments and Hedging Activities:

The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Ineffective portions, if any, are included in net income (loss).

Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense.

If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations.

Share and Unit-based Compensation Plans:

The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For market-indexed LTIP awards, compensation cost is recognized under the graded attribution method.

Income Taxes:

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

Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

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.

Fair Value of Financial Instruments:

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

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

The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2014, 2013 or 2012.

Reclassifications:

During the year ended December 31, 2014, the Company reported gain on remeasurement of assets as a separate line item in its consolidated statements of operations. The Company reclassified the amounts from the years ended December 31, 2013 and 2012 previously reported in gain (loss) on remeasurement, sale or write down of assets, net line item to conform to the 2014 presentation.  

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements:

On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-08, which amends the definition of discontinued operations and requires additional disclosures for disposal transactions that do not meet the revised discontinued operations criteria. ASU 2014-08 is required to be adopted for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company's early adoption of this pronouncement on January 1, 2014 did not have a material impact on the Company's consolidated financial statements (See Note 14—Dispositions).

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Mortgage Notes Payable: Future Maturities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Future maturities of mortgage notes payable
Debt premium, net	$ 56,921	$ 23,766
Total	5,404,521	4,415,190
Mortgage notes payable
Future maturities of mortgage notes payable
2015	397,325
2016	707,605
2017	353,370
2017	866,413
2019	603,090
Thereafter	2,419,797
Long term debt including debt premium	5,347,600
Debt premium, net	56,921
Total	$ 5,404,521

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Share and Unit-Based Plans: (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of activity of non-vested stock awards

The following table summarizes the activity of non-vested stock awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at beginning of year	19,001		$	56.77	20,924		$	49.36	21,130		$	40.68
Granted	—		—		8,963		61.84		9,639		54.43
Vested	(9,812	)	54.45		(10,886	)	46.70		(9,845	)	35.69
Balance at end of year	9,189		$	59.25	19,001		$	56.77	20,924		$	49.36

Summary of activity of non-vested stock units

The following table summarizes the activity of non-vested stock units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	137,318		$	57.24	114,677		$	52.19	576,340		$	11.71
Granted	75,309		60.50		67,920		62.01		72,322		54.43
Vested	(68,253	)	55.14		(45,279	)	51.59		(533,985	)	8.80
Balance at end of year	144,374		$	59.94	137,318		$	57.24	114,677		$	52.19

Summary of activity of SARs awards

The following table summarizes the activity of SARs awards during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price		Units		Weighted Average Exercise Price
Balance at beginning of year	1,070,991		$	56.66	1,164,185		$	56.66	1,156,985		$	56.55
Granted	—		—		—		—		39,932		59.57
Exercised	(298,352	)	56.63		(93,194	)	56.63		(32,732	)	56.63
Balance at end of year	772,639		$	56.67	1,070,991		$	56.66	1,164,185		$	56.66

Summary of activity of non-vested LTIP Units

The following table summarizes the activity of the non-vested LTIP Units during the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	—		$	—	200,000		$	38.63	190,000		$	43.30
Granted	725,908		51.71		332,189		66.58		315,000		40.53
Vested	(679,213	)	51.22		(518,900	)	55.81		(305,000	)	44.85
Forfeited	—		—		(13,289	)	66.58		—		—
Balance at end of year	46,695		$	58.89	—		$	—	200,000		$	38.63

Summary of activity of stock options

The following table summarizes the activity of stock options for the years ended December 31, 2014, 2013 and 2012:

	2014			2013				2012
	Options	Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Balance at beginning of year	10,068	$	59.57	12,768		$	54.69	2,700	$	36.51
Granted	—	—		—		—		10,068	59.57
Exercised	—	—		(2,700	)	36.51		—	—
Balance at end of year	10,068	$	59.57	10,068		$	59.57	12,768	$	54.69

Summary of activity of non-vested phantom stock units

The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2014, 2013 and 2012:

	2014				2013				2012
	Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value		Stock Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	17,575		$	58.66	—		$	—	15,745		$	34.84
Granted	10,747		65.54		34,266		59.04		7,896		57.29
Vested	(19,053	)	62.69		(16,691	)	59.44		(22,179	)	45.24
Forfeited	—		—		—		—		(1,462	)	33.74
Balance at end of year	9,269		$	58.35	17,575		$	58.66	—		$	—

Compensation cost under the share and unit-based plans

The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Stock awards	$	365	$	497	$	598
Stock units	4,689		3,839		3,379
LTIP units	28,598		22,778		9,436
SARs	—		—		583
Stock options	16		16		21
Phantom stock units	1,205		992		953
	$	34,873	$	28,122	$	14,970

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Subsequent Events:

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events:

Subsequent Events:

On January 30, 2015, the Company announced a dividend/distribution of $0.65 per share for common stockholders and OP Unit holders of record on February 20, 2015. All dividends/distributions will be paid 100% in cash on March 6, 2015.

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, a 933,000 square foot regional shopping center in San Bernardino, California, that it did not previously own for $51,250. The purchase price was funded by a cash payment of $26,250 and the assumption of the third party's share of the mortgage note payable on the property of $25,000. Concurrent with the purchase of the joint venture interest, the Company paid off the $50,000 loan on the property. The cash payment was funded by borrowings under the Company's line of credit.

On February 19, 2015, the Company closed a $280,000 loan on Vintage Faire Mall that bears interest at a rate of 3.49% and matures on March 6, 2026.

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Quarterly Financial Data:

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited):

Quarterly Financial Data (Unaudited):

The following is a summary of quarterly results of operations for the years ended December 31, 2014 and 2013:

	2014 Quarter Ended								2013 Quarter Ended
	Dec 31		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30		Jun 30		Mar 31
Revenues	$	322,909	$	263,491	$	254,336	$	264,511	$	282,137	$	258,154	$	245,877	$	243,307
Net income attributable to the Company(1)	$	1,429,221	$	35,914	$	16,088	$	17,819	$	144,878	$	38,123	$	218,997	$	18,092
Net income attributable to common stockholders per share-basic	$	9.52	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13
Net income attributable to common stockholders per share-diluted	$	9.51	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13

_____________________

(1) Net income attributable to the Company for the quarter ended December 31, 2014 includes the gain on remeasurement of assets of $1,423,136 from the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions). The net income attributable to the Company for the quarter ended December 31, 2013 includes the gain of $151,467 on the sale of Chesterfield Towne Center and Centre at Salisbury (See Note 14—Dispositions).

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Property: (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Land	$ 2,242,291	$ 1,707,005
Buildings and improvements	9,479,337	6,555,212
Tenant improvements	600,436	537,754
Equipment and furnishings	152,554	152,198
Construction in progress	303,264	229,169
Total	12,777,882	9,181,338
Less accumulated depreciation	(1,709,992)	(1,559,572)
Property, net	11,067,890	7,621,766
Depreciation expense	$ 289,178	$ 269,790	$ 216,447

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Income Taxes: (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of components of distributions made to common stockholders on a per share basis

The following table details the components of the distributions, on a per share basis, for the years ended December 31:

	2014				2013				2012
Ordinary income	$	1.92	76.5	%	$	1.02	43.3	%	$	0.74	33.2	%
Capital gains	0.16		6.4	%	1.24		52.5	%	1.13		50.7	%
Unrecaptured Section 1250 gain	0.05		2.0	%	0.10		4.2	%	0.36		16.1	%
Return of capital	0.38		15.1	%	—		—	%	—		—	%
Dividends paid	$	2.51	100.0	%	$	2.36	100.0	%	$	2.23	100.0	%

Schedule of income tax benefit of TRSs

The income tax benefit (expense) of the TRSs for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014		2013			2012
Current	$	—	$	(142	)	$	—
Deferred	4,269		1,834			4,159
Income tax benefit	$	4,269	$	1,692		$	4,159

Reconciliation of income tax benefit (provision) of the TRSs to the amount computed by applying the federal corporate tax rate

Income tax benefit of the TRSs for the years ended December 31, 2014, 2013 and 2012 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

	2014		2013			2012
Book loss for TRSs	$	10,785	$	11,709		$	16,154
Tax at statutory rate on earnings from continuing operations before income taxes	$	3,667	$	3,981		$	5,493
Other	602		(2,289		)	(1,334		)
Income tax benefit	$	4,269	$	1,692		$	4,159

Schedule of tax effects of temporary differences and carryforwards of the TRSs included in net deferred tax assets

The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2014 and 2013 are summarized as follows:

	2014		2013
Net operating loss carryforwards	$	24,698	$	26,394
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs	8,201		3,673
Other	2,726		1,289
Net deferred tax assets	$	35,625	$	31,356

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Schedule III-Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2014

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III-Real Estate and Accumulated Depreciation Disclosure

	Initial Cost to Company									Gross Amount at Which Carried at Close of Period
Shopping Centers/Entities	Land		Building and Improvements		Equipment and Furnishings		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Equipment and Furnishings		Construction in Progress		Total		Accumulated Depreciation		Total Cost Net of Accumulated Depreciation
Arrowhead Towne Center	$	36,687	$	386,662	$	—	$	5,593		$	36,687	$	390,949	$	587	$	719	$	428,942	$	23,749	$	405,193
Black Canyon Auto Park	20,600		—		—		11,448			32,046		—		—		2		32,048		—		32,048
Capitola Mall	20,395		59,221		—		12,593			20,392		70,286		1,226		305		92,209		30,432		61,777
Cascade Mall	19,253		9,671		—		(676		)	18,699		9,501		48		—		28,248		274		27,974
Chandler Fashion Center	24,188		223,143		—		14,269			24,188		232,306		5,106		—		261,600		82,644		178,956
Danbury Fair Mall	130,367		316,951		—		96,784			142,751		395,362		5,942		47		544,102		104,765		439,337
Deptford Mall	48,370		194,250		—		45,576			61,029		224,815		2,352		—		288,196		52,405		235,791
Desert Sky Mall	9,447		37,245		12		2,246			9,082		38,853		953		62		48,950		5,356		43,594
Eastland Mall	22,050		151,605		—		4,906			22,066		155,715		780		—		178,561		13,815		164,746
Estrella Falls	10,550		—		—		61,328			9,405		—		—		62,473		71,878		—		71,878
Fashion Outlets of Chicago	—		—		—		250,542			40,575		207,432		2,170		365		250,542		13,988		236,554
Fashion Outlets of Niagara Falls USA	18,581		210,139		—		99,001			27,681		273,148		1,103		25,789		327,721		26,073		301,648
Flagstaff Mall	5,480		31,773		—		16,874			5,480		47,951		696		—		54,127		16,510		37,617
The Marketplace at Flagstaff Mall	—		—		—		52,830			—		52,830		—		—		52,830		16,372		36,458
FlatIron Crossing	109,851		333,540		—		16,821			109,851		347,830		1,514		1,017		460,212		25,877		434,335
Freehold Raceway Mall	164,986		362,841		—		97,368			168,098		452,330		4,767		—		625,195		134,182		491,013
Fresno Fashion Fair	17,966		72,194		—		47,132			17,966		117,511		1,754		61		137,292		52,076		85,216
Great Northern Mall	12,187		62,657		—		(20,870		)	6,981		46,704		289		—		53,974		20,693		33,281
Green Acres Mall	156,640		321,034		—		41,084			156,640		331,971		3,222		26,925		518,758		24,260		494,498
Kings Plaza Shopping Center	209,041		485,548		20,000		43,955			209,041		522,896		21,903		4,704		758,544		34,229		724,315
La Cumbre Plaza	18,122		21,492		—		24,530			17,280		46,327		345		192		64,144		20,965		43,179
Lakewood Center	140,928		534,952		—		1,666			140,928		536,408		210		—		677,546		2,758		674,788
Los Cerritos Center	85,670		612,803		—		2,669			85,670		555,646		76		59,750		701,142		2,572		698,570
Macerich Management Co.	—		8,685		26,562		32,910			1,967		7,608		52,504		6,078		68,157		41,308		26,849
MACWH, LP	—		25,771		—		16,017			11,557		27,455		—		2,776		41,788		6,990		34,798
Northgate Mall	8,400		34,865		841		103,212			13,414		130,229		3,180		495		147,318		60,674		86,644
NorthPark Mall	7,746		74,661		—		5,917			7,885		79,986		441		12		88,324		8,141		80,183
Oaks, The	32,300		117,156		—		241,248			55,527		330,909		2,457		1,811		390,704		101,862		288,842
Pacific View	8,697		8,696		—		128,517			7,854		135,586		2,470		—		145,910		54,078		91,832
Panorama Mall	4,373		17,491		—		9,719			4,857		24,328		475		1,923		31,583		9,048		22,535
Paradise Valley Mall	24,565		125,996		—		42,492			35,921		154,362		2,297		473		193,053		57,816		135,237
See accompanying report of independent registered public accounting firm.

	Initial Cost to Company									Gross Amount at Which Carried at Close of Period
Shopping Centers/Entities	Land		Building and Improvements		Equipment and Furnishings		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Equipment and Furnishings		Construction in Progress		Total		Accumulated Depreciation		Total Cost Net of Accumulated Depreciation
Paradise Village Ground Leases	8,880		2,489		—		(6,876		)	3,870		623		—		—		4,493		281		4,212
Paradise Village Office Park II	1,150		1,790		—		3,222			2,300		3,583		279		—		6,162		2,158		4,004
Promenade at Casa Grande	15,089		—		—		84,999			8,851		91,170		67		—		100,088		32,259		67,829
Queens Center	251,474		1,039,922		—		243			251,474		1,039,424		104		637		1,291,639		4,476		1,287,163
Santa Monica Place	26,400		105,600		—		299,484			44,292		359,222		7,901		20,069		431,484		66,589		364,895
SanTan Adjacent Land	29,414		—		—		6,505			30,506		—		—		5,413		35,919		—		35,919
SanTan Village Regional Center	7,827		—		—		193,020			6,344		193,478		1,025		—		200,847		71,474		129,373
SouthPark Mall	7,035		38,215		—		11,901			7,479		43,276		260		6,136		57,151		3,554		53,597
South Plains Mall	23,100		92,728		—		34,152			23,100		124,678		1,732		470		149,980		54,543		95,437
Southridge Center	6,764		—		—		18,670			6,514		18,828		91		1		25,434		1,505		23,929
Stonewood Center	4,948		302,527		—		26			4,948		302,527		26		—		307,501		1,561		305,940
Superstition Springs Center	10,928		112,718		—		1,282			9,273		113,358		89		2,208		124,928		3,942		120,986
Superstition Springs Power Center	1,618		4,420		—		6			1,618		4,343		83		—		6,044		1,464		4,580
Tangerine (Marana), The Shops at	36,158		—		—		(9,591		)	16,922		—		—		9,645		26,567		—		26,567
The Macerich Partnership, L.P.	—		2,534		—		9,942			—		—		6,301		6,175		12,476		1,971		10,505
Towne Mall	6,652		31,184		—		3,796			6,877		34,308		447		—		41,632		11,668		29,964
Tucson La Encantada	12,800		19,699		—		55,378			12,800		74,580		497		—		87,877		36,868		51,009
Twenty Ninth Street	—		37,843		64		210,459			23,599		223,399		1,244		124		248,366		86,659		161,707
Valley Mall	16,045		26,098		—		6,829			15,616		32,996		330		30		48,972		3,133		45,839
Valley River Center	24,854		147,715		—		20,124			24,854		166,096		1,743		—		192,693		44,199		148,494
Victor Valley, Mall of	15,700		75,230		—		50,537			20,080		119,247		2,140		—		141,467		34,332		107,135
Vintage Faire Mall	14,902		60,532		—		55,147			17,647		111,432		1,502		—		130,581		56,694		73,887
Washington Square	89,659		652,310		—		454			89,886		650,155		151		2,231		742,423		3,016		739,407
Westside Pavilion	34,100		136,819		—		70,923			34,100		201,490		5,876		376		241,842		88,683		153,159
Wilton Mall	19,743		67,855		—		19,653			19,810		86,190		1,117		134		107,251		24,438		82,813
500 North Michigan Avenue	12,851		55,358		—		5,985			10,991		50,254		113		12,836		74,194		5,338		68,856
Mervyn's (former locations)	10,094		68,660		—		12,738			9,449		73,481		456		8,106		91,492		19,373		72,119
Other land and development properties	49,913		—		—		34,868			37,573		14,401		113		32,694		84,781		5,902		78,879
	$	2,105,538	$	7,923,288	$	47,479	$	2,701,577		$	2,242,291	$	10,079,773	$	152,554	$	303,264	$	12,777,882	$	1,709,992	$	11,067,890

Depreciation of the Company's investment in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the asset as follows:

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

The changes in total real estate assets for the three years ended December 31, 2014 are as follows:

	2014			2013			2012
Balances, beginning of year	$	9,181,338		$	9,012,706		$	7,489,735
Additions	4,042,409			943,159			1,909,530
Dispositions and retirements	(445,865		)	(774,527		)	(386,559		)
Balances, end of year	$	12,777,882		$	9,181,338		$	9,012,706

   The aggregate gross cost of the property included in the table above for federal income tax purposes was $8,035,421 (unaudited) at December 31, 2014.

The changes in accumulated depreciation for the three years ended December 31, 2014 are as follows:

	2014			2013			2012
Balances, beginning of year	$	1,559,572		$	1,533,160		$	1,410,692
Additions	289,178			284,500			241,231
Dispositions and retirements	(138,758		)	(258,088		)	(118,763		)
Balances, end of year	$	1,709,992		$	1,559,572		$	1,533,160

See accompanying report of independent registered public accounting firm.

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Summary of Significant Accounting Policies: (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation:

Basis of Presentation:

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The accompanying consolidated financial statements include the accounts of the Company and the Operating Partnership. Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity are consolidated; otherwise they are accounted for under the equity method of accounting and are reflected as investments in unconsolidated joint ventures. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash:

Cash and Cash Equivalents and Restricted Cash:

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under loan agreements.

Revenues:

Revenues:

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. 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."

Revenues:

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. 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."

Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases.

The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers.

Property:

Property:

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

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

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

Capitalization of Costs:

Capitalization of Costs:

The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete.

Investment in Unconsolidated Joint Ventures:

Investment in Unconsolidated Joint Ventures:

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a variable interest entity in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. Although the Company has a greater than 50% interest in Corte Madera Village, LLC, the Company does not have a controlling financial interest in the joint venture as it shares management control with the partner in the joint venture and, therefore, accounts for its investment in the joint venture using the equity method of accounting.

Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate. The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes charges for depreciation and amortization.

Acquisitions:

Acquisitions:

The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal term of the acquired leases. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space. The initial allocation of purchase price is based on management's preliminary assessment, which may change when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which does not exceed one year. The purchase price allocation is described as preliminary if it is not yet final. The use of different assumptions in the allocation of the purchase price of the acquired assets and liabilities assumed could affect the timing of recognition of the related revenues and expenses.

The Company immediately expenses costs associated with business combinations as period costs.

Remeasurement gains are recognized when the Company obtains control of an existing equity method investment to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment.

Marketable Securities:

Marketable Securities:

The Company accounted for its investments in marketable debt securities as held-to-maturity securities as the Company had the intent and the ability to hold these securities until maturity. Accordingly, investments in marketable securities were carried at their amortized cost. The discount on marketable securities was amortized into interest income on a straight-line basis over the term of the notes, which approximates the effective interest method.

Deferred Charges:

Deferred Charges:

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method.

The range of the terms of the agreements is as follows:

Deferred lease costs	1 - 15 years
Deferred financing costs	1 - 15 years

Accounting for Impairment:

Accounting for Impairment:

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

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

Derivative Instruments and Hedging Activities:

Derivative Instruments and Hedging Activities:

The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Ineffective portions, if any, are included in net income (loss).

Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense.

If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations.

Share and Unit-based Compensation Plans:

Share and Unit-based Compensation Plans:

The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For market-indexed LTIP awards, compensation cost is recognized under the graded attribution method.

Income Taxes:

Income Taxes:

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

Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

Segment Information:

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.

Fair Value of Financial Instruments:

Fair Value of Financial Instruments:

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

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

The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Concentration of Risk:

Concentration of Risk:

The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2014, 2013 or 2012.

Reclassifications

Reclassifications:

During the year ended December 31, 2014, the Company reported gain on remeasurement of assets as a separate line item in its consolidated statements of operations. The Company reclassified the amounts from the years ended December 31, 2013 and 2012 previously reported in gain (loss) on remeasurement, sale or write down of assets, net line item to conform to the 2014 presentation.  

Management Estimates:

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements:

On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-08, which amends the definition of discontinued operations and requires additional disclosures for disposal transactions that do not meet the revised discontinued operations criteria. ASU 2014-08 is required to be adopted for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company's early adoption of this pronouncement on January 1, 2014 did not have a material impact on the Company's consolidated financial statements (See Note 14—Dispositions).

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Organization:

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization:

Organization:

The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers (the "Centers") located throughout the United States.

The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of December 31, 2014, the Company was the sole general partner of and held a 94% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").

The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado, LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."

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Summary of Significant Accounting Policies: (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of estimated useful lives of property

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

Schedule of range of the terms of loan and lease agreements

The range of the terms of the agreements is as follows:

Deferred lease costs	1 - 15 years
Deferred financing costs	1 - 15 years

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Share and Unit-Based Plans: Long-Term Incentive Plan Units (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 11, 2013	Jan. 31, 2013	Jan. 16, 2013	Jan. 12, 2015	Mar. 07, 2014	Sep. 01, 2013	Feb. 15, 2013	Apr. 16, 2012	Feb. 23, 2012	Dec. 31, 2013
Stock units
Share and unit-based plans
Conversion rate	1
Granted (in shares)	75,309	67,920	72,322
Granted (in shares)	$ 60.50	$ 62.01	$ 54.43
Vested (in shares)	68,253	45,279	533,985
LTIP units
Share and unit-based plans
Conversion rate	1
Granted (in shares)	725,908	332,189	315,000
Granted (in shares)	$ 51.71	$ 66.58	$ 40.53
Absolute return requirement (in shares)	3.00%
Level of percentile ranking at which awards vested (as a percent)				100.00%		96.00%
Vested (in shares)	679,213	518,900	305,000		200,000	318,900
Forfeited (in shares)	0	13,289	0			13,289
LTIP units | Subsequent Event
Share and unit-based plans
Level of percentile ranking at which awards vested (as a percent)							150.00%
Long Term Incentive Plan, Market Indexed
Share and unit-based plans
Vested (in shares)	136,465
Executive Officer | LTIP units
Share and unit-based plans
Granted (in shares)									20,000	332,189	10,000	190,000
Granted (in shares)								$ 60.25	$ 59.57	$ 66.58	$ 54.97	$ 37.77
Executive Officer | LTIP units | 2014 LTIP Units Series 1
Share and unit-based plans
Granted (in shares)								246,471					272,930
Granted (in shares)													$ 45.34
Executive Officer | LTIP units | 2014 LTIP Units Series 2
Share and unit-based plans
Granted (in shares)													70,042
Granted (in shares)													$ 58.89

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Future Rental Revenues: (Tables)

12 Months Ended

Dec. 31, 2014

Future Rental Revenues [Abstract]

Schedule of future minimum rental payments to be received by the company under non-cancelable operating lease agreements

Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company:

Year Ending December 31,
2015	$	663,007
2016	572,304
2017	494,380
2018	424,747
2019	358,973
Thereafter	1,257,743
	$	3,771,154

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Investments in Unconsolidated Joint Ventures: Company Ownership (Details)	Dec. 31, 2014
443 Wabash MAB LLC
Investments in unconsolidated joint ventures:
Ownership %	45.00%
Biltmore Shopping Center Partners LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Candlestick Center LLC
Investments in unconsolidated joint ventures:
Ownership %	50.10%
Coolidge Holding LLC
Investments in unconsolidated joint ventures:
Ownership %	37.50%
Corte Madera Village, LLC
Investments in unconsolidated joint ventures:
Ownership %	50.10%
Gallery, The—Various Entities
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Jaren Associates 4
Investments in unconsolidated joint ventures:
Ownership %	12.50%
Kierland Commons Investment LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Macerich Northwestern Associates—Broadway Plaza
Investments in unconsolidated joint ventures:
Ownership %	50.00%
North Bridge Chicago LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
One Scottsdale Investors LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Propcor II Associates, LLC—Boulevard Shops
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Scottsdale Fashion Square Partnership
Investments in unconsolidated joint ventures:
Ownership %	50.00%
The Market at Estrella Falls LLC
Investments in unconsolidated joint ventures:
Ownership %	39.70%
Tysons Corner LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Tysons Corner Property Holdings II LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Tysons Corner Property LLC
Investments in unconsolidated joint ventures:
Ownership %	50.00%
West Acres Development, LLP
Investments in unconsolidated joint ventures:
Ownership %	19.00%
Westcor/Gilbert, L.L.C.
Investments in unconsolidated joint ventures:
Ownership %	50.00%
Westcor/Queen Creek LLC
Investments in unconsolidated joint ventures:
Ownership %	37.90%
Westcor/Surprise Auto Park LLC
Investments in unconsolidated joint ventures:
Ownership %	33.30%
WMAP, L.L.C.—Atlas Park
Investments in unconsolidated joint ventures:
Ownership %	50.00%
WM Inland LP(2)
Investments in unconsolidated joint ventures:
Ownership %	50.00%

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Acquisitions: Percentage Ownership (Details)	Oct. 03, 2012	Oct. 26, 2012	Jun. 04, 2014	Oct. 24, 2013	Sep. 16, 2013	Nov. 14, 2014
FlatIron Crossing
Acquisition
Ownership percentage at completion of acquisition (as a percent)	100.00%
Fair value of existing ownership interest (as a percent)	25.00%
Arrowhead Towne Center
Acquisition
Ownership percentage at completion of acquisition (as a percent)		100.00%
Fair value of existing ownership interest (as a percent)		66.70%
Cascade Mall
Acquisition
Ownership percentage at completion of acquisition (as a percent)			100.00%
Superstition Springs Land I
Acquisition
Ownership percentage at completion of acquisition (as a percent)				100.00%
Fair value of existing ownership interest (as a percent)				66.70%
Camelback Colonnade
Acquisition
Ownership percentage at completion of acquisition (as a percent)					100.00%
Fair value of existing ownership interest (as a percent)					73.20%
PPRLP Queens Portfolio
Acquisition
Ownership percentage at completion of acquisition (as a percent)						100.00%
Fair value of existing ownership interest (as a percent)						51.00%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
ASSETS:
Property, net	$ 11,067,890	$ 7,621,766
Cash and cash equivalents	84,907	69,715
Restricted cash	13,530	16,843
Tenant and other receivables, net	132,026	99,497
Deferred charges and other assets, net	759,061	533,058
Loans to unconsolidated joint ventures	0	2,756
Due from affiliates	80,232	30,132
Investments in unconsolidated joint ventures	984,132	701,483
Total assets	13,121,778	9,075,250
Mortgage notes payable:
Related parties	289,039	269,381
Others	5,115,482	4,145,809
Total	5,404,521	4,415,190
Bank and other notes payable	887,879	167,537
Accounts payable and accrued expenses	115,406	76,941
Other accrued liabilities	568,716	363,158
Distributions in excess of investments in unconsolidated joint ventures	29,957	252,192
Co-venture obligation	75,450	81,515
Total liabilities	7,081,929	5,356,533
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 250,000,000 shares authorized, 158,201,996 and 140,733,683 shares issued and outstanding at December 31, 2014 and 2013, respectively	1,582	1,407
Additional paid-in capital	5,041,797	3,906,148
Retained earnings (accumulated deficit)	596,741	(548,806)
Total stockholders' equity	5,640,120	3,358,749
Noncontrolling interests	399,729	359,968
Total equity	6,039,849	3,718,717
Total liabilities and equity	$ 13,121,778	$ 9,075,250

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Quarterly Financial Data: (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Summary of quarterly results of operations

The following is a summary of quarterly results of operations for the years ended December 31, 2014 and 2013:

	2014 Quarter Ended								2013 Quarter Ended
	Dec 31		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30		Jun 30		Mar 31
Revenues	$	322,909	$	263,491	$	254,336	$	264,511	$	282,137	$	258,154	$	245,877	$	243,307
Net income attributable to the Company(1)	$	1,429,221	$	35,914	$	16,088	$	17,819	$	144,878	$	38,123	$	218,997	$	18,092
Net income attributable to common stockholders per share-basic	$	9.52	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13
Net income attributable to common stockholders per share-diluted	$	9.51	$	0.25	$	0.11	$	0.13	$	1.03	$	0.27	$	1.57	$	0.13

_____________________

(1) Net income attributable to the Company for the quarter ended December 31, 2014 includes the gain on remeasurement of assets of $1,423,136 from the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions). The net income attributable to the Company for the quarter ended December 31, 2013 includes the gain of $151,467 on the sale of Chesterfield Towne Center and Centre at Salisbury (See Note 14—Dispositions).

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CONSOLIDATED STATEMENTS OF EQUITY (parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Stockholders' Equity [Abstract]
Distributions paid, per share (in dollars per share)	$ 2.51	$ 2.36	$ 2.23

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Schedule III-Real Estate and Accumulated Depreciation (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Initial Cost to Company
Land	$ 2,105,538
Building and Improvements	7,923,288
Equipment and Furnishings	47,479
Cost Capitalized Subsequent to Acquisition	2,701,577
Gross Amount at Which Carried at Close of Period
Land	2,242,291
Buildings and Improvements	10,079,773
Equipment and furnishings	152,554	152,198
Construction in progress	303,264	229,169
SEC Schedule III, Real Estate, Gross	12,777,882	9,181,338	9,012,706	7,489,735
Accumulated Depreciation	1,709,992	1,559,572	1,533,160	1,410,692
SEC Schedule III, Real Estate Investment Property, Net	11,067,890
Arrowhead Towne Center
Initial Cost to Company
Land	36,687
Building and Improvements	386,662
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	5,593
Gross Amount at Which Carried at Close of Period
Land	36,687
Buildings and Improvements	390,949
Equipment and furnishings	587
Construction in progress	719
SEC Schedule III, Real Estate, Gross	428,942
Accumulated Depreciation	23,749
SEC Schedule III, Real Estate Investment Property, Net	405,193
Black Canyon Auto Park
Initial Cost to Company
Land	20,600
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	11,448
Gross Amount at Which Carried at Close of Period
Land	32,046
Buildings and Improvements	0
Equipment and furnishings	0
Construction in progress	2
SEC Schedule III, Real Estate, Gross	32,048
Accumulated Depreciation	0
SEC Schedule III, Real Estate Investment Property, Net	32,048
Capitola Mall
Initial Cost to Company
Land	20,395
Building and Improvements	59,221
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	12,593
Gross Amount at Which Carried at Close of Period
Land	20,392
Buildings and Improvements	70,286
Equipment and furnishings	1,226
Construction in progress	305
SEC Schedule III, Real Estate, Gross	92,209
Accumulated Depreciation	30,432
SEC Schedule III, Real Estate Investment Property, Net	61,777
Cascade Mall
Initial Cost to Company
Land	19,253
Building and Improvements	9,671
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	(676)
Gross Amount at Which Carried at Close of Period
Land	18,699
Buildings and Improvements	9,501
Equipment and furnishings	48
Construction in progress	0
SEC Schedule III, Real Estate, Gross	28,248
Accumulated Depreciation	274
SEC Schedule III, Real Estate Investment Property, Net	27,974
Chandler Fashion Center
Initial Cost to Company
Land	24,188
Building and Improvements	223,143
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	14,269
Gross Amount at Which Carried at Close of Period
Land	24,188
Buildings and Improvements	232,306
Equipment and furnishings	5,106
Construction in progress	0
SEC Schedule III, Real Estate, Gross	261,600
Accumulated Depreciation	82,644
SEC Schedule III, Real Estate Investment Property, Net	178,956
Danbury Fair Mall
Initial Cost to Company
Land	130,367
Building and Improvements	316,951
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	96,784
Gross Amount at Which Carried at Close of Period
Land	142,751
Buildings and Improvements	395,362
Equipment and furnishings	5,942
Construction in progress	47
SEC Schedule III, Real Estate, Gross	544,102
Accumulated Depreciation	104,765
SEC Schedule III, Real Estate Investment Property, Net	439,337
Deptford Mall
Initial Cost to Company
Land	48,370
Building and Improvements	194,250
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	45,576
Gross Amount at Which Carried at Close of Period
Land	61,029
Buildings and Improvements	224,815
Equipment and furnishings	2,352
Construction in progress	0
SEC Schedule III, Real Estate, Gross	288,196
Accumulated Depreciation	52,405
SEC Schedule III, Real Estate Investment Property, Net	235,791
Desert Sky Mall
Initial Cost to Company
Land	9,447
Building and Improvements	37,245
Equipment and Furnishings	12
Cost Capitalized Subsequent to Acquisition	2,246
Gross Amount at Which Carried at Close of Period
Land	9,082
Buildings and Improvements	38,853
Equipment and furnishings	953
Construction in progress	62
SEC Schedule III, Real Estate, Gross	48,950
Accumulated Depreciation	5,356
SEC Schedule III, Real Estate Investment Property, Net	43,594
Eastland Mall
Initial Cost to Company
Land	22,050
Building and Improvements	151,605
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	4,906
Gross Amount at Which Carried at Close of Period
Land	22,066
Buildings and Improvements	155,715
Equipment and furnishings	780
Construction in progress	0
SEC Schedule III, Real Estate, Gross	178,561
Accumulated Depreciation	13,815
SEC Schedule III, Real Estate Investment Property, Net	164,746
Estrella Falls
Initial Cost to Company
Land	10,550
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	61,328
Gross Amount at Which Carried at Close of Period
Land	9,405
Buildings and Improvements	0
Equipment and furnishings	0
Construction in progress	62,473
SEC Schedule III, Real Estate, Gross	71,878
Accumulated Depreciation	0
SEC Schedule III, Real Estate Investment Property, Net	71,878
Fashion Outlets of Chicago
Initial Cost to Company
Land	0
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	250,542
Gross Amount at Which Carried at Close of Period
Land	40,575
Buildings and Improvements	207,432
Equipment and furnishings	2,170
Construction in progress	365
SEC Schedule III, Real Estate, Gross	250,542
Accumulated Depreciation	13,988
SEC Schedule III, Real Estate Investment Property, Net	236,554
Fashion Outlets of Niagara Falls USA
Initial Cost to Company
Land	18,581
Building and Improvements	210,139
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	99,001
Gross Amount at Which Carried at Close of Period
Land	27,681
Buildings and Improvements	273,148
Equipment and furnishings	1,103
Construction in progress	25,789
SEC Schedule III, Real Estate, Gross	327,721
Accumulated Depreciation	26,073
SEC Schedule III, Real Estate Investment Property, Net	301,648
Flagstaff Mall
Initial Cost to Company
Land	5,480
Building and Improvements	31,773
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	16,874
Gross Amount at Which Carried at Close of Period
Land	5,480
Buildings and Improvements	47,951
Equipment and furnishings	696
Construction in progress	0
SEC Schedule III, Real Estate, Gross	54,127
Accumulated Depreciation	16,510
SEC Schedule III, Real Estate Investment Property, Net	37,617
Flagstaff Mall, The Marketplace at
Initial Cost to Company
Land	0
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	52,830
Gross Amount at Which Carried at Close of Period
Land	0
Buildings and Improvements	52,830
Equipment and furnishings	0
Construction in progress	0
SEC Schedule III, Real Estate, Gross	52,830
Accumulated Depreciation	16,372
SEC Schedule III, Real Estate Investment Property, Net	36,458
FlatIron Crossing
Initial Cost to Company
Land	109,851
Building and Improvements	333,540
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	16,821
Gross Amount at Which Carried at Close of Period
Land	109,851
Buildings and Improvements	347,830
Equipment and furnishings	1,514
Construction in progress	1,017
SEC Schedule III, Real Estate, Gross	460,212
Accumulated Depreciation	25,877
SEC Schedule III, Real Estate Investment Property, Net	434,335
Freehold Raceway Mall
Initial Cost to Company
Land	164,986
Building and Improvements	362,841
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	97,368
Gross Amount at Which Carried at Close of Period
Land	168,098
Buildings and Improvements	452,330
Equipment and furnishings	4,767
Construction in progress	0
SEC Schedule III, Real Estate, Gross	625,195
Accumulated Depreciation	134,182
SEC Schedule III, Real Estate Investment Property, Net	491,013
Fresno Fashion Fair
Initial Cost to Company
Land	17,966
Building and Improvements	72,194
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	47,132
Gross Amount at Which Carried at Close of Period
Land	17,966
Buildings and Improvements	117,511
Equipment and furnishings	1,754
Construction in progress	61
SEC Schedule III, Real Estate, Gross	137,292
Accumulated Depreciation	52,076
SEC Schedule III, Real Estate Investment Property, Net	85,216
Great Northern Mall
Initial Cost to Company
Land	12,187
Building and Improvements	62,657
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	(20,870)
Gross Amount at Which Carried at Close of Period
Land	6,981
Buildings and Improvements	46,704
Equipment and furnishings	289
Construction in progress	0
SEC Schedule III, Real Estate, Gross	53,974
Accumulated Depreciation	20,693
SEC Schedule III, Real Estate Investment Property, Net	33,281
Green Acres Mall
Initial Cost to Company
Land	156,640
Building and Improvements	321,034
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	41,084
Gross Amount at Which Carried at Close of Period
Land	156,640
Buildings and Improvements	331,971
Equipment and furnishings	3,222
Construction in progress	26,925
SEC Schedule III, Real Estate, Gross	518,758
Accumulated Depreciation	24,260
SEC Schedule III, Real Estate Investment Property, Net	494,498
Kings Plaza Shopping Center
Initial Cost to Company
Land	209,041
Building and Improvements	485,548
Equipment and Furnishings	20,000
Cost Capitalized Subsequent to Acquisition	43,955
Gross Amount at Which Carried at Close of Period
Land	209,041
Buildings and Improvements	522,896
Equipment and furnishings	21,903
Construction in progress	4,704
SEC Schedule III, Real Estate, Gross	758,544
Accumulated Depreciation	34,229
SEC Schedule III, Real Estate Investment Property, Net	724,315
La Cumbre Plaza
Initial Cost to Company
Land	18,122
Building and Improvements	21,492
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	24,530
Gross Amount at Which Carried at Close of Period
Land	17,280
Buildings and Improvements	46,327
Equipment and furnishings	345
Construction in progress	192
SEC Schedule III, Real Estate, Gross	64,144
Accumulated Depreciation	20,965
SEC Schedule III, Real Estate Investment Property, Net	43,179
Lakewood Center
Initial Cost to Company
Land	140,928
Building and Improvements	534,952
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	1,666
Gross Amount at Which Carried at Close of Period
Land	140,928
Buildings and Improvements	536,408
Equipment and furnishings	210
Construction in progress	0
SEC Schedule III, Real Estate, Gross	677,546
Accumulated Depreciation	2,758
SEC Schedule III, Real Estate Investment Property, Net	674,788
Los Cerritos Center
Initial Cost to Company
Land	85,670
Building and Improvements	612,803
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	2,669
Gross Amount at Which Carried at Close of Period
Land	85,670
Buildings and Improvements	555,646
Equipment and furnishings	76
Construction in progress	59,750
SEC Schedule III, Real Estate, Gross	701,142
Accumulated Depreciation	2,572
SEC Schedule III, Real Estate Investment Property, Net	698,570
Macerich Management Co.
Initial Cost to Company
Land	0
Building and Improvements	8,685
Equipment and Furnishings	26,562
Cost Capitalized Subsequent to Acquisition	32,910
Gross Amount at Which Carried at Close of Period
Land	1,967
Buildings and Improvements	7,608
Equipment and furnishings	52,504
Construction in progress	6,078
SEC Schedule III, Real Estate, Gross	68,157
Accumulated Depreciation	41,308
SEC Schedule III, Real Estate Investment Property, Net	26,849
MACWH, LP
Initial Cost to Company
Land	0
Building and Improvements	25,771
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	16,017
Gross Amount at Which Carried at Close of Period
Land	11,557
Buildings and Improvements	27,455
Equipment and furnishings	0
Construction in progress	2,776
SEC Schedule III, Real Estate, Gross	41,788
Accumulated Depreciation	6,990
SEC Schedule III, Real Estate Investment Property, Net	34,798
Northgate Mall
Initial Cost to Company
Land	8,400
Building and Improvements	34,865
Equipment and Furnishings	841
Cost Capitalized Subsequent to Acquisition	103,212
Gross Amount at Which Carried at Close of Period
Land	13,414
Buildings and Improvements	130,229
Equipment and furnishings	3,180
Construction in progress	495
SEC Schedule III, Real Estate, Gross	147,318
Accumulated Depreciation	60,674
SEC Schedule III, Real Estate Investment Property, Net	86,644
NorthPark Mall
Initial Cost to Company
Land	7,746
Building and Improvements	74,661
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	5,917
Gross Amount at Which Carried at Close of Period
Land	7,885
Buildings and Improvements	79,986
Equipment and furnishings	441
Construction in progress	12
SEC Schedule III, Real Estate, Gross	88,324
Accumulated Depreciation	8,141
SEC Schedule III, Real Estate Investment Property, Net	80,183
SouthPark Mall
Initial Cost to Company
Land	7,035
Building and Improvements	38,215
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	11,901
Gross Amount at Which Carried at Close of Period
Land	7,479
Buildings and Improvements	43,276
Equipment and furnishings	260
Construction in progress	6,136
SEC Schedule III, Real Estate, Gross	57,151
Accumulated Depreciation	3,554
SEC Schedule III, Real Estate Investment Property, Net	53,597
South Plains Mall
Initial Cost to Company
Land	23,100
Building and Improvements	92,728
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	34,152
Gross Amount at Which Carried at Close of Period
Land	23,100
Buildings and Improvements	124,678
Equipment and furnishings	1,732
Construction in progress	470
SEC Schedule III, Real Estate, Gross	149,980
Accumulated Depreciation	54,543
SEC Schedule III, Real Estate Investment Property, Net	95,437
Southridge Mall
Initial Cost to Company
Land	6,764
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	18,670
Gross Amount at Which Carried at Close of Period
Land	6,514
Buildings and Improvements	18,828
Equipment and furnishings	91
Construction in progress	1
SEC Schedule III, Real Estate, Gross	25,434
Accumulated Depreciation	1,505
SEC Schedule III, Real Estate Investment Property, Net	23,929
Stonewood Center
Initial Cost to Company
Land	4,948
Building and Improvements	302,527
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	26
Gross Amount at Which Carried at Close of Period
Land	4,948
Buildings and Improvements	302,527
Equipment and furnishings	26
Construction in progress	0
SEC Schedule III, Real Estate, Gross	307,501
Accumulated Depreciation	1,561
SEC Schedule III, Real Estate Investment Property, Net	305,940
Superstition Springs Center
Initial Cost to Company
Land	10,928
Building and Improvements	112,718
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	1,282
Gross Amount at Which Carried at Close of Period
Land	9,273
Buildings and Improvements	113,358
Equipment and furnishings	89
Construction in progress	2,208
SEC Schedule III, Real Estate, Gross	124,928
Accumulated Depreciation	3,942
SEC Schedule III, Real Estate Investment Property, Net	120,986
Superstition Springs Power Center
Initial Cost to Company
Land	1,618
Building and Improvements	4,420
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	6
Gross Amount at Which Carried at Close of Period
Land	1,618
Buildings and Improvements	4,343
Equipment and furnishings	83
Construction in progress	0
SEC Schedule III, Real Estate, Gross	6,044
Accumulated Depreciation	1,464
SEC Schedule III, Real Estate Investment Property, Net	4,580
Tangerine (Marana), The Shops at
Initial Cost to Company
Land	36,158
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	(9,591)
Gross Amount at Which Carried at Close of Period
Land	16,922
Buildings and Improvements	0
Equipment and furnishings	0
Construction in progress	9,645
SEC Schedule III, Real Estate, Gross	26,567
Accumulated Depreciation	0
SEC Schedule III, Real Estate Investment Property, Net	26,567
The Macerich Partnership, L.P.
Initial Cost to Company
Land	0
Building and Improvements	2,534
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	9,942
Gross Amount at Which Carried at Close of Period
Land	0
Buildings and Improvements	0
Equipment and furnishings	6,301
Construction in progress	6,175
SEC Schedule III, Real Estate, Gross	12,476
Accumulated Depreciation	1,971
SEC Schedule III, Real Estate Investment Property, Net	10,505
Towne Mall
Initial Cost to Company
Land	6,652
Building and Improvements	31,184
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	3,796
Gross Amount at Which Carried at Close of Period
Land	6,877
Buildings and Improvements	34,308
Equipment and furnishings	447
Construction in progress	0
SEC Schedule III, Real Estate, Gross	41,632
Accumulated Depreciation	11,668
SEC Schedule III, Real Estate Investment Property, Net	29,964
Tucson La Encantada
Initial Cost to Company
Land	12,800
Building and Improvements	19,699
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	55,378
Gross Amount at Which Carried at Close of Period
Land	12,800
Buildings and Improvements	74,580
Equipment and furnishings	497
Construction in progress	0
SEC Schedule III, Real Estate, Gross	87,877
Accumulated Depreciation	36,868
SEC Schedule III, Real Estate Investment Property, Net	51,009
Twenty Ninth Street
Initial Cost to Company
Land	0
Building and Improvements	37,843
Equipment and Furnishings	64
Cost Capitalized Subsequent to Acquisition	210,459
Gross Amount at Which Carried at Close of Period
Land	23,599
Buildings and Improvements	223,399
Equipment and furnishings	1,244
Construction in progress	124
SEC Schedule III, Real Estate, Gross	248,366
Accumulated Depreciation	86,659
SEC Schedule III, Real Estate Investment Property, Net	161,707
Valley Mall
Initial Cost to Company
Land	16,045
Building and Improvements	26,098
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	6,829
Gross Amount at Which Carried at Close of Period
Land	15,616
Buildings and Improvements	32,996
Equipment and furnishings	330
Construction in progress	30
SEC Schedule III, Real Estate, Gross	48,972
Accumulated Depreciation	3,133
SEC Schedule III, Real Estate Investment Property, Net	45,839
500 North Michigan Avenue
Initial Cost to Company
Land	12,851
Building and Improvements	55,358
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	5,985
Gross Amount at Which Carried at Close of Period
Land	10,991
Buildings and Improvements	50,254
Equipment and furnishings	113
Construction in progress	12,836
SEC Schedule III, Real Estate, Gross	74,194
Accumulated Depreciation	5,338
SEC Schedule III, Real Estate Investment Property, Net	68,856
The Oaks [Member]
Initial Cost to Company
Land	32,300
Building and Improvements	117,156
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	241,248
Gross Amount at Which Carried at Close of Period
Land	55,527
Buildings and Improvements	330,909
Equipment and furnishings	2,457
Construction in progress	1,811
SEC Schedule III, Real Estate, Gross	390,704
Accumulated Depreciation	101,862
SEC Schedule III, Real Estate Investment Property, Net	288,842
Pacific View
Initial Cost to Company
Land	8,697
Building and Improvements	8,696
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	128,517
Gross Amount at Which Carried at Close of Period
Land	7,854
Buildings and Improvements	135,586
Equipment and furnishings	2,470
Construction in progress	0
SEC Schedule III, Real Estate, Gross	145,910
Accumulated Depreciation	54,078
SEC Schedule III, Real Estate Investment Property, Net	91,832
Panorama Mall
Initial Cost to Company
Land	4,373
Building and Improvements	17,491
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	9,719
Gross Amount at Which Carried at Close of Period
Land	4,857
Buildings and Improvements	24,328
Equipment and furnishings	475
Construction in progress	1,923
SEC Schedule III, Real Estate, Gross	31,583
Accumulated Depreciation	9,048
SEC Schedule III, Real Estate Investment Property, Net	22,535
Paradise Valley Mall
Initial Cost to Company
Land	24,565
Building and Improvements	125,996
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	42,492
Gross Amount at Which Carried at Close of Period
Land	35,921
Buildings and Improvements	154,362
Equipment and furnishings	2,297
Construction in progress	473
SEC Schedule III, Real Estate, Gross	193,053
Accumulated Depreciation	57,816
SEC Schedule III, Real Estate Investment Property, Net	135,237
Paradise Village Ground Leases
Initial Cost to Company
Land	8,880
Building and Improvements	2,489
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	(6,876)
Gross Amount at Which Carried at Close of Period
Land	3,870
Buildings and Improvements	623
Equipment and furnishings	0
Construction in progress	0
SEC Schedule III, Real Estate, Gross	4,493
Accumulated Depreciation	281
SEC Schedule III, Real Estate Investment Property, Net	4,212
Paradise Village office Park II
Initial Cost to Company
Land	1,150
Building and Improvements	1,790
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	3,222
Gross Amount at Which Carried at Close of Period
Land	2,300
Buildings and Improvements	3,583
Equipment and furnishings	279
Construction in progress	0
SEC Schedule III, Real Estate, Gross	6,162
Accumulated Depreciation	2,158
SEC Schedule III, Real Estate Investment Property, Net	4,004
Promenade at Casa Grande
Initial Cost to Company
Land	15,089
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	84,999
Gross Amount at Which Carried at Close of Period
Land	8,851
Buildings and Improvements	91,170
Equipment and furnishings	67
Construction in progress	0
SEC Schedule III, Real Estate, Gross	100,088
Accumulated Depreciation	32,259
SEC Schedule III, Real Estate Investment Property, Net	67,829
Queens Center
Initial Cost to Company
Land	251,474
Building and Improvements	1,039,922
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	243
Gross Amount at Which Carried at Close of Period
Land	251,474
Buildings and Improvements	1,039,424
Equipment and furnishings	104
Construction in progress	637
SEC Schedule III, Real Estate, Gross	1,291,639
Accumulated Depreciation	4,476
SEC Schedule III, Real Estate Investment Property, Net	1,287,163
Santa Monica Place
Initial Cost to Company
Land	26,400
Building and Improvements	105,600
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	299,484
Gross Amount at Which Carried at Close of Period
Land	44,292
Buildings and Improvements	359,222
Equipment and furnishings	7,901
Construction in progress	20,069
SEC Schedule III, Real Estate, Gross	431,484
Accumulated Depreciation	66,589
SEC Schedule III, Real Estate Investment Property, Net	364,895
San Tan Adjacent Land
Initial Cost to Company
Land	29,414
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	6,505
Gross Amount at Which Carried at Close of Period
Land	30,506
Buildings and Improvements	0
Equipment and furnishings	0
Construction in progress	5,413
SEC Schedule III, Real Estate, Gross	35,919
Accumulated Depreciation	0
SEC Schedule III, Real Estate Investment Property, Net	35,919
San Tan Village Regional Center
Initial Cost to Company
Land	7,827
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	193,020
Gross Amount at Which Carried at Close of Period
Land	6,344
Buildings and Improvements	193,478
Equipment and furnishings	1,025
Construction in progress	0
SEC Schedule III, Real Estate, Gross	200,847
Accumulated Depreciation	71,474
SEC Schedule III, Real Estate Investment Property, Net	129,373
Valley River Center
Initial Cost to Company
Land	24,854
Building and Improvements	147,715
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	20,124
Gross Amount at Which Carried at Close of Period
Land	24,854
Buildings and Improvements	166,096
Equipment and furnishings	1,743
Construction in progress	0
SEC Schedule III, Real Estate, Gross	192,693
Accumulated Depreciation	44,199
SEC Schedule III, Real Estate Investment Property, Net	148,494
Victor Valley, Mall of
Initial Cost to Company
Land	15,700
Building and Improvements	75,230
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	50,537
Gross Amount at Which Carried at Close of Period
Land	20,080
Buildings and Improvements	119,247
Equipment and furnishings	2,140
Construction in progress	0
SEC Schedule III, Real Estate, Gross	141,467
Accumulated Depreciation	34,332
SEC Schedule III, Real Estate Investment Property, Net	107,135
Vintage Faire Mall
Initial Cost to Company
Land	14,902
Building and Improvements	60,532
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	55,147
Gross Amount at Which Carried at Close of Period
Land	17,647
Buildings and Improvements	111,432
Equipment and furnishings	1,502
Construction in progress	0
SEC Schedule III, Real Estate, Gross	130,581
Accumulated Depreciation	56,694
SEC Schedule III, Real Estate Investment Property, Net	73,887
Washington Square
Initial Cost to Company
Land	89,659
Building and Improvements	652,310
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	454
Gross Amount at Which Carried at Close of Period
Land	89,886
Buildings and Improvements	650,155
Equipment and furnishings	151
Construction in progress	2,231
SEC Schedule III, Real Estate, Gross	742,423
Accumulated Depreciation	3,016
SEC Schedule III, Real Estate Investment Property, Net	739,407
Westside Pavilion
Initial Cost to Company
Land	34,100
Building and Improvements	136,819
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	70,923
Gross Amount at Which Carried at Close of Period
Land	34,100
Buildings and Improvements	201,490
Equipment and furnishings	5,876
Construction in progress	376
SEC Schedule III, Real Estate, Gross	241,842
Accumulated Depreciation	88,683
SEC Schedule III, Real Estate Investment Property, Net	153,159
Wilton Mall Member
Initial Cost to Company
Land	19,743
Building and Improvements	67,855
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	19,653
Gross Amount at Which Carried at Close of Period
Land	19,810
Buildings and Improvements	86,190
Equipment and furnishings	1,117
Construction in progress	134
SEC Schedule III, Real Estate, Gross	107,251
Accumulated Depreciation	24,438
SEC Schedule III, Real Estate Investment Property, Net	82,813
Mervyn's
Initial Cost to Company
Land	10,094
Building and Improvements	68,660
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	12,738
Gross Amount at Which Carried at Close of Period
Land	9,449
Buildings and Improvements	73,481
Equipment and furnishings	456
Construction in progress	8,106
SEC Schedule III, Real Estate, Gross	91,492
Accumulated Depreciation	19,373
SEC Schedule III, Real Estate Investment Property, Net	72,119
Other Assets and Development Properties
Initial Cost to Company
Land	49,913
Building and Improvements	0
Equipment and Furnishings	0
Cost Capitalized Subsequent to Acquisition	34,868
Gross Amount at Which Carried at Close of Period
Land	37,573
Buildings and Improvements	14,401
Equipment and furnishings	113
Construction in progress	32,694
SEC Schedule III, Real Estate, Gross	84,781
Accumulated Depreciation	5,902
SEC Schedule III, Real Estate Investment Property, Net	$ 78,879

XML

Deferred Charges and Other Assets, net: (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Leasing	$ 239,955	$ 223,038
Financing	47,171	51,695
Intangible assets:
In-place lease values	298,825	205,651
Leasing commissions and legal costs	72,432	50,594
Above-market leases	250,810	118,770
Deferred tax assets	35,625	31,356
Deferred compensation plan assets	35,194	30,932
Other assets	66,246	65,793
Deferred charges and other assets, gross	1,046,258	777,829
Less accumulated amortization	(287,197)	(244,771)
Deferred charges and other assets, net	759,061	533,058
Accumulated amortization for in-place lease values, leasing commissions and legal costs	103,361	89,141
Amortization expense for intangible assets	$ 52,668	$ 53,139	$ 32,456

XML

Property: (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Components of property

Property at December 31, 2014 and 2013 consists of the following:

	2014			2013
Land	$	2,242,291		$	1,707,005
Buildings and improvements	9,479,337			6,555,212
Tenant improvements	600,436			537,754
Equipment and furnishings	152,554			152,198
Construction in progress	303,264			229,169
	12,777,882			9,181,338
Less accumulated depreciation	(1,709,992		)	(1,559,572		)
	$	11,067,890		$	7,621,766

XML

Co-Venture Arrangement: (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2009
Co-Venture Arrangement:
Cash proceeds for the overall transaction	$ 320,123	$ 416,077	$ 136,707
Co-venture obligation	75,450	81,515
Freehold Raceway Mall and Chandler Fashion Center
Co-Venture Arrangement:
Ownership interest (as a percent)				49.90%
Warrant in favor of the third party to purchase shares of common stock (in shares)				935,358
Exercise price of stock warrants (in dollars per share)				$ 46.68
Cash proceeds for the overall transaction				174,650
Proceeds attributed to warrants				6,496
Co-venture obligation				$ 168,154
Freehold Raceway Mall
Co-Venture Arrangement:
Property square footage				1,668,000
Chandler Fashion Center
Co-Venture Arrangement:
Property square footage				1,320,000

XML

Future Rental Revenues:

12 Months Ended

Dec. 31, 2014

Future Rental Revenues [Abstract]

Future Rental Revenues:

Future Rental Revenues:

Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company:

Year Ending December 31,
2015	$	663,007
2016	572,304
2017	494,380
2018	424,747
2019	358,973
Thereafter	1,257,743
	$	3,771,154

XML

Deferred Charges and Other Assets, net: (Tables)

12 Months Ended

Dec. 31, 2014

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of deferred charges and other assets, net

Deferred charges and other assets, net at December 31, 2014 and 2013 consist of the following:

	2014			2013
Leasing	$	239,955		$	223,038
Financing	47,171			51,695
Intangible assets:
In-place lease values(1)	298,825			205,651
Leasing commissions and legal costs(1)	72,432			50,594
Above-market leases	250,810			118,770
Deferred tax assets	35,625			31,356
Deferred compensation plan assets	35,194			30,932
Other assets	66,246			65,793
	1,046,258			777,829
Less accumulated amortization(2)	(287,197		)	(244,771		)
	$	759,061		$	533,058

_______________________________

(1) The estimated amortization of these intangible assets for the next five years and thereafter is as follows:

Year Ending December 31,
2015	$	64,711
2016	45,990
2017	31,906
2018	25,760
2019	21,682
Thereafter	77,847
	$	267,896

(2) Accumulated amortization includes $103,361 and $89,141 relating to in-place lease values, leasing commissions and legal costs at December 31, 2014 and 2013, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $52,668, $53,139 and $32,456 for the years ended December 31, 2014, 2013 and 2012, respectively.

Schedule of estimated amortization of intangible assets for the next five years and thereafter

The estimated amortization of these intangible assets for the next five years and thereafter is as follows:

Year Ending December 31,
2015	$	64,711
2016	45,990
2017	31,906
2018	25,760
2019	21,682
Thereafter	77,847
	$	267,896

Allocated values of above-market leases and below-market leases

The allocated values of above-market leases and below-market leases consist of the following:

	2014			2013
Above-Market Leases
Original allocated value	$	250,810		$	118,770
Less accumulated amortization	(59,696		)	(46,912		)
	$	191,114		$	71,858
Below-Market Leases(1)
Original allocated value	$	375,033		$	187,537
Less accumulated amortization	(93,511		)	(79,271		)
	$	281,522		$	108,266

_______________________________

(1) Below‑market leases are included in other accrued liabilities.

Schedule of estimated amortization of allocated values of above and below-market leases for the next five years and thereafter

The estimated amortization of these values for the next five years and thereafter is as follows:

Year Ending December 31,	Above Market		Below Market
2015	$	26,591	$	37,808
2016	23,516		35,647
2017	19,413		29,931
2018	16,024		26,354
2019	13,210		23,595
Thereafter	92,360		128,187
	$	191,114	$	281,522

XML

Related-Party Transactions:

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions:

Related Party Transactions:

Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures for the years ended December 31:

	2014		2013		2012
Management fees	$	18,705	$	21,993	$	24,007
Development and leasing fees	11,822		10,859		13,165
	$	30,527	$	32,852	$	37,172

Certain mortgage notes on the properties are held by NML (See Note 8—Mortgage Notes Payable). Interest expense in connection with these notes was $15,134, $15,016 and $15,386 for the years ended December 31, 2014, 2013 and 2012, respectively. Included in accounts payable and accrued expenses is interest payable to this related party of $1,125 and $1,240 at December 31, 2014 and 2013, respectively.

The Company had loans to unconsolidated joint ventures to fund 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. Interest income associated with these notes was $164, $281 and $254 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2013, the balance on these loans was $2,756. There were no loans outstanding at December 31, 2014.

Due from affiliates includes $3,869 and $3,822 of unreimbursed costs and fees due from unconsolidated joint ventures under management agreements at December 31, 2014 and 2013, respectively.

Due from affiliates at December 31, 2013 also included two notes receivable from principals of AWE/Talisman ("Talisman Notes") that bore interest at 5.0% and were to mature based on the refinancing or sale of Fashion Outlets of Chicago, a 529,000 square foot outlet center in Rosemont, Illinois, or certain other specified events. AWE/Talisman was considered a related party because it had a 40% noncontrolling ownership interest in Fashion Outlets of Chicago. On October 31, 2014, in connection with the Company's acquisition of AWE/Talisman's ownership interest in Fashion Outlets of Chicago, the balance of the Talisman Notes were settled (See Note 13—Acquisitions). The balance on these notes was $13,603 at December 31, 2013. Interest income earned on these notes was $516 and $625 for the years ended December 31, 2014 and 2013, respectively.

In addition, due from affiliates at December 31, 2014 and 2013 includes a note receivable from RED/303 LLC ("RED") that bears interest at 5.25% and matures on March 29, 2016. Interest income earned on this note was $614 and $525 for the years ended December 31, 2014 and 2013, respectively. The balance on this note receivable was $11,027 and $12,707 at December 31, 2014 and 2013, respectively. RED is considered a related party because it is a partner in a joint venture development project. The note is collateralized by RED's membership interest in a development agreement.

Also included in due from affiliates is a note receivable of $65,336 from Lennar Corporation that bears interest at LIBOR plus 2% and matures upon the completion of certain milestones in connection with the development of Candlestick Point (See Note 4—Investments in Unconsolidated Joint Ventures). Lennar Corporation is considered a related party because it has an ownership interest in Candlestick Point. Interest income earned on the note was $206 for the year ended December 31, 2014.

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Stockholders' Equity: Stock Offerings: (Details) (USD $)	12 Months Ended		0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Nov. 28, 2012	Nov. 14, 2014	Dec. 31, 2014	Aug. 20, 2014	Aug. 17, 2012
Stock Offerings:
Par value of common stock (in dollars per share)	$ 0.01				$ 0.01	$ 0.01	$ 0.01
Maximum price of common stock available to be issued					$ 500,000,000	$ 500,000,000	$ 500,000,000
Maximum commission to sales agent (as a percent)							2.00%
Total stock offering (in shares)	2,456,956	2,961,903
Proceeds from sale	173,011,000	177,896,000
Net proceeds of stock offering	171,102,000	175,649,000
Kings Plaza
Stock Offerings:
Issuance restricted common stock			30,000,000
PPRLP Queens Portfolio
Stock Offerings:
Issuance restricted common stock				$ 1,166,777,000
Restricted Stock | Kings Plaza
Stock Offerings:
Restricted common stock issued for acquisition (in shares)			535,265
Shares | PPRLP Queens Portfolio
Stock Offerings:
Restricted common stock issued for acquisition (in shares)				17,140,845

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net income	$ 1,606,931	$ 448,959	$ 366,389
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) on early extinguishment of debt, net	526	(1,432)	0
(Gain) loss on sale or write down of assets, net	(73,440)	78,057	(28,734)
Gain on remeasurement of assets	(1,423,136)	(51,205)	(199,956)
Gain on disposition of assets, net from discontinued operations	0	(286,414)	(50,811)
Depreciation and amortization	387,785	383,002	322,720
Amortization of net premium on mortgages, bank and other notes payable	(8,906)	(6,822)	(1,600)
Amortization of share and unit-based plans	29,463	24,207	12,324
Straight-line rent adjustment	(5,825)	(7,987)	(6,698)
Amortization of above and below-market leases	(9,083)	(6,726)	(5,405)
Provision for doubtful accounts	3,962	4,150	3,329
Income tax benefit	(4,269)	(1,692)	(4,159)
Equity in income of unconsolidated joint ventures	(60,626)	(167,580)	(79,281)
Co-venture expense	9,490	8,864	6,523
Distributions of income from unconsolidated joint ventures	2,412	8,538	29,147
Changes in assets and liabilities, net of acquisitions and dispositions:
Tenant and other receivables	(12,356)	(5,482)	(2,554)
Other assets	(15,594)	7,761	(17,094)
Due from affiliates	(1,770)	266	(1,181)
Accounts payable and accrued expenses	(123)	(747)	13,430
Other accrued liabilities	(24,735)	(5,682)	(5,093)
Net cash provided by operating activities	400,706	422,035	351,296
Cash flows from investing activities:
Acquisition of properties	(15,233)	(516,239)	(1,061,851)
Development, redevelopment, expansion and renovation of properties	(185,412)	(158,682)	(142,210)
Property improvements	(66,718)	(51,683)	(45,654)
Cash acquired from acquisitions	28,890	0	0
Proceeds from note receivable	4,825	8,347	0
Issuance of notes receivable	(65,130)	(13,330)	(12,500)
Proceeds from maturities of marketable securities	0	23,769	1,378
Deposit on acquisition of property	0	0	(30,000)
Deferred leasing costs	(28,019)	(27,669)	(30,614)
Distributions from unconsolidated joint ventures	78,222	618,048	322,242
Contributions to unconsolidated joint ventures	(336,621)	(97,898)	(95,358)
Collections of loans to unconsolidated joint ventures, net	2,756	589	650
Proceeds from sale of assets	320,123	416,077	136,707
Restricted cash	6,526	70,538	(6,164)
Net cash (used in) provided by investing activities	(255,791)	271,867	(963,374)
Cash flows from financing activities:
Proceeds from mortgages, bank and other notes payable	1,204,946	2,572,764	3,193,451
Payments on mortgages, bank and other notes payable	(853,080)	(3,051,072)	(2,371,890)
Deferred financing costs	(1,267)	(11,966)	(15,108)
Proceeds from share and unit-based plans	1,231	1,188	1,263
Proceeds from stock offerings	0	173,011	177,896
Payment of stock issuance costs	(5,503)	(1,909)	(2,247)
Exercise of stock warrants	0	0	(7,371)
Redemption of noncontrolling interests	(236)	(1,066)	(86)
Contributions from noncontrolling interests	0	4,140	379
Purchase of noncontrolling interest	(55,867)	0	0
Payment of contingent consideration	(18,667)	0	0
Dividends and distributions	(385,725)	(355,506)	(326,185)
Distributions to co-venture partner	(15,555)	(19,564)	(39,479)
Net cash (used in) provided by financing activities	(129,723)	(689,980)	610,623
Net increase (decrease) in cash and cash equivalents	15,192	3,922	(1,455)
Cash and cash equivalents, beginning of year	69,715	65,793	67,248
Cash and cash equivalents, end of year	84,907	69,715	65,793
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized	186,877	195,129	174,089
Non-cash investing and financing activities:
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities	83,108	41,334	26,322
Acquisition of property by issuance of common stock	1,166,777	0	30,000
Conversion of Operating Partnership Units to common stock	2,410	12,984	26,991
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities	1,414,659	257,064	420,123
Mortgage notes payable settled in deed-in-lieu of foreclosure	0	84,000	185,000
Mortgage notes payable assumed by buyers in sales of properties	31,725	224,737	0
Note receivable issued in connection with sale of property	9,603	0	0
Acquisition of property in exchange for settlement of notes receivable	14,120	0	0
Acquisition of property in exchange for investment in unconsolidated joint venture	15,767	0	0
Contingent consideration in acquisition of property	10,012	0	0
Assumption of mortgage notes payable and other liabilities from unconsolidated joint ventures	0	54,271	0
Application of deposit to acquire property	$ 0	$ 30,000	$ 0

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	158,201,996	140,733,683
Common stock, shares outstanding	158,201,996	140,733,683

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Co-Venture Arrangement:

12 Months Ended

Dec. 31, 2014

Co-Venture Arrangement: [Abstract]

Co-venture Arrangement Disclosure

Co-Venture Arrangement:

On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9% interest in Freehold Raceway Mall, a 1,668,000 square foot regional shopping center in Freehold, New Jersey, and Chandler Fashion Center, a 1,320,000 square foot regional shopping center in Chandler, Arizona. As part of this transaction, the Company issued a warrant in favor of the third party to purchase 935,358 shares of common stock of the Company at an exercise price of $46.68 per share (See "Stock Warrants" in Note 12—Stockholders' Equity). The Company received approximately $174,650 in cash proceeds for the overall transaction, of which $6,496 was attributed to the warrants. The Company used the proceeds from this transaction to pay down its line of credit and for general corporate purposes.

As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the venture formation, the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The transaction has been accounted for as a profit-sharing arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation was established for the amount of $168,154, representing the net cash proceeds received from the third party less costs allocated to the warrant. The co-venture obligation is increased for the allocation of income to the co-venture partner and decreased for distributions to the co-venture partner. The co-venture obligation was $75,450 and $81,515 at December 31, 2014 and 2013, respectively.

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Subsequent Events: (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 30, 2015	Feb. 17, 2015	Feb. 19, 2015
Subsequent events
Purchase price paid through assumption of debt by the Company	$ 1,414,659,000	$ 257,064,000	$ 420,123,000
Related parties	289,039,000	269,381,000
Subsequent Event
Subsequent events
Dividend/distribution for common stockholders and OP Unit holders (in dollars per share)				$ 0.65
Subsequent Event | Vintage Faire Mall
Subsequent events
Related parties						280,000
Interest rate (as a percent)						3.49%
Inland Center | Subsequent Event
Subsequent events
Additional ownership interest (as a percent)					50.00%
Property square footage					933,000
Purchase price on acquisition					51,250,000
Purchase price funded by cash payment on acquisition					26,250,000
Purchase price paid through assumption of debt by the Company					25,000,000
Loan paid off					$ 50,000,000

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Income Taxes: (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Common stock dividend distribution
Ordinary income (in dollars per share)	$ 1.92	$ 1.02	$ 0.74
Capital gains (in dollars per share)	$ 0.16	$ 1.24	$ 1.13
Unrecaptured Section 1250 gain (in dollars per share)	$ 0.05	$ 0.10	$ 0.36
Return of capital (in dollars per share)	$ 0.38	$ 0.00	$ 0.00
Dividends paid (in dollars per share)	$ 2.51	$ 2.36	$ 2.23
Ordinary income (as a percent)	76.50%	43.30%	33.20%
Capital gains (as a percent)	6.40%	52.50%	50.70%
Unrecaptured Section 1250 gain (as a percent)	2.00%	4.20%	16.10%
Return of capital (as a percent)	15.10%	0.00%	0.00%
Dividends paid (as a percent)	100.00%	100.00%	100.00%
Income tax benefit
Current	$ 0	$ (142)	$ 0
Deferred	4,269	1,834	4,159
Income tax benefit	4,269	1,692	4,159
Reconciliation of income tax benefit (provision) of the TRSs
Book loss for TRSs	10,785	11,709	16,154
Tax at statutory rate on earnings from continuing operations before income taxes	3,667	3,981	5,493
Other	602	(2,289)	(1,334)
Income tax benefit	4,269	1,692	4,159
Components of net deferred tax assets
Net operating loss carryforwards	24,698	26,394
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs	8,201	3,673
Other	2,726	1,289
Deferred tax assets	$ 35,625	$ 31,356

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Feb. 20, 2015	Jun. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	MACERICH CO
Entity Central Index Key	0000912242
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		158,160,241
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 9.3

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Noncontrolling Interests:

12 Months Ended

Dec. 31, 2014

NonControlling Interests: [Abstract]

Noncontrolling Interests

Noncontrolling Interests:

The Company allocates net income of the Operating Partnership based on the weighted-average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 94% and 93% ownership interest in the Operating Partnership as of December 31, 2014 and 2013, respectively. The remaining 6% and 7% limited partnership interest as of December 31, 2014 and 2013, respectively, was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date. Accordingly, as of December 31, 2014 and 2013, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $877,184 and $587,917, respectively.

The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or shares of the Company's stock at the Company's option, and they are classified as permanent equity.

Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.

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Share and Unit-Based Plans: Stock Awards and Stock Units Roll Forward Activity (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock awards
Shares or Units
Balance at beginning of year	19,001	20,924	21,130
Granted	0	8,963	9,639
Vested	(9,812)	(10,886)	(9,845)
Balance at end of year	9,189	19,001	20,924
Weighted Average Grant Date Fair Value (in dollars per share)
Balance at beginning of year	$ 56.77	$ 49.36	$ 40.68
Granted	$ 0.00	$ 61.84	$ 54.43
Vested	$ 54.45	$ 46.70	$ 35.69
Balance at end of year	$ 59.25	$ 56.77	$ 49.36
Stock units
Shares or Units
Balance at beginning of year	137,318	114,677	576,340
Granted	75,309	67,920	72,322
Vested	(68,253)	(45,279)	(533,985)
Balance at end of year	144,374	137,318	114,677
Number of common shares into which units can be converted (in shares)	1
Weighted Average Grant Date Fair Value (in dollars per share)
Balance at beginning of year	$ 57.24	$ 52.19	$ 11.71
Granted	$ 60.50	$ 62.01	$ 54.43
Vested	$ 55.14	$ 51.59	$ 8.80
Balance at end of year	$ 59.94	$ 57.24	$ 52.19

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Employee Benefit Plans: (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 28, 2013	Feb. 01, 1999
401(k) Plan
Employee Benefit Plans:
Number of common stock shares reserved for issuance (in shares)					150,000
Number of additional common stock shares reserved for issuance (in shares)				500,000
Employer match of employee contributions of first 3% of eligible compensation (as a percent)	100.00%
Percentage of eligible compensation, matched 100% by employer (as a percent)	3.00%
Employer match of employee contributions of next 2% of eligible compensation (as a percent)	50.00%
Percentage of eligible compensation, matched 50% by employer (as a percent)	2.00%
Employer contribution	$ 3,253	$ 3,017	$ 3,094
Deferred Compensation Plans
Employee Benefit Plans:
Employer contribution	$ 845	$ 843	$ 648

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues:
Minimum rents	$ 633,571	$ 578,113	$ 447,321
Percentage rents	24,350	23,156	21,388
Tenant recoveries	361,119	337,772	247,593
Management Companies	33,981	40,192	41,235
Other	52,226	50,242	39,980
Total revenues	1,105,247	1,029,475	797,517
Expenses:
Shopping center and operating expenses	353,505	329,795	251,923
Management Companies' operating expenses	88,424	93,461	85,610
REIT general and administrative expenses	29,412	27,772	20,412
Depreciation and amortization	378,716	357,165	277,621
Total expenses before interest	850,057	808,193	635,566
Interest expense:
Related parties	15,134	15,016	15,386
Other	175,555	182,231	149,006
Total interest expense	190,689	197,247	164,392
Loss (gain) on early extinguishment of debt, net	9,551	(1,432)	0
Total expenses	1,050,297	1,004,008	799,958
Equity in income of unconsolidated joint ventures	60,626	167,580	79,281
Co-venture expense	(9,490)	(8,864)	(6,523)
Income tax benefit	4,269	1,692	4,159
Gain (loss) on sale or write down of assets, net	73,440	(78,057)	28,734
Gain on remeasurement of assets	1,423,136	51,205	199,956
Income from continuing operations	1,606,931	159,023	303,166
Discontinued operations:
Gain on disposition of assets, net	0	286,414	50,811
Income from discontinued operations	0	3,522	12,412
Total income from discontinued operations	0	289,936	63,223
Net income	1,606,931	448,959	366,389
Less net income attributable to noncontrolling interests	107,889	28,869	28,963
Net income attributable to the Company	$ 1,499,042	$ 420,090	$ 337,426
Earnings per common share attributable to Company—basic: (in dollars per share)
Income from continuing operations	$ 10.46	$ 1.07	$ 2.07
Discontinued operations	$ 0.00	$ 1.94	$ 0.44
Net income attributable to common stockholders	$ 10.46	$ 3.01	$ 2.51
Earnings per common share attributable to Company—diluted: (in dollars per share)
Income from continuing operations	$ 10.45	$ 1.06	$ 2.07
Discontinued operations	$ 0.00	$ 1.94	$ 0.44
Net income attributable to common stockholders	$ 10.45	$ 3.00	$ 2.51
Weighted average number of common shares outstanding: (in shares)
Basic	143,144	139,598	134,067
Diluted	143,291	139,680	134,148

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Property:

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property:

Property:

Property at December 31, 2014 and 2013 consists of the following:

	2014			2013
Land	$	2,242,291		$	1,707,005
Buildings and improvements	9,479,337			6,555,212
Tenant improvements	600,436			537,754
Equipment and furnishings	152,554			152,198
Construction in progress	303,264			229,169
	12,777,882			9,181,338
Less accumulated depreciation	(1,709,992		)	(1,559,572		)
	$	11,067,890		$	7,621,766

Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $289,178, $269,790 and $216,447, respectively.

The gain on sale or write down of assets, net for the year endedDecember 31, 2014 includes the gain of $144,927 on the sales of Rotterdam Square, Somersville Towne Center, Lake Square Mall, South Towne Center, Camelback Colonnade and four former Meryvns' stores (See Note 14—Dispositions), $9,033 on the sale of Wilshire Boulevard (See Note 4—Investments in Unconsolidated Joint Ventures) and $1,257 on the sale of assets offset in part by a loss of $41,216 on impairment and $40,561 on the write-off of development costs. The impairment losses were due to the reduction in the estimated holding periods of the long-lived assets of several properties including Great Northern Mall, Cascade Mall, a property adjacent to Fiesta Mall and three former Mervyn's stores sold in 2014 (See Note 14—Dispositions).

The loss on sale or write down of assets, net for the year endedDecember 31, 2013 includes a loss of $82,197 on impairment and $1,250 on the write-off of development costs offset in part by a gain of $5,390 on the sale of assets. The loss on impairment was due to the reduction in the estimated holding periods of the long-lived assets of Promenade at Casa Grande, Rotterdam Square, Lake Square Mall and Somersville Towne Center.

The gain on sale or write down of assets, net for the year endedDecember 31, 2012 includes the gain of $48,484 on the sales of Chandler Village Center, Chandler Festival, Chandler Gateway and NorthPark Center (See Note 4—Investments in Unconsolidated Joint Ventures) offset in part by a loss of $19,360 on the write-off of development costs and $390 on the sale of assets.

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Investments in Unconsolidated Joint Ventures:

12 Months Ended

Dec. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Joint Ventures:

Investments in Unconsolidated Joint Ventures:

The following are the Company's direct or indirect investments in various joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2014 was as follows:

Joint Venture	Ownership %(1)
443 Wabash MAB LLC	45.0	%
Biltmore Shopping Center Partners LLC	50.0	%
Candlestick Center LLC	50.1	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Gallery, The—Various Entities	50.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
North Bridge Chicago LLC	50.0	%
One Scottsdale Investors LLC	50.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Scottsdale Fashion Square Partnership	50.0	%
The Market at Estrella Falls LLC	39.7	%
Tysons Corner LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property LLC	50.0	%
West Acres Development, LLP	19.0	%
Westcor/Gilbert, L.L.C.	50.0	%
Westcor/Queen Creek LLC	37.9	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park	50.0	%
WM Inland LP(2)	50.0	%

_______________________________________________________________________________

(1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

(2) On February 17, 2015, the Company acquired the remaining 50% ownership interest that it did not previously own (See Note 22—Subsequent Events).

The Company has made the following investments and dispositions in unconsolidated joint ventures during the years ended December 31, 2014, 2013 and 2012:

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center, a 273,000 square foot community center in Chandler, Arizona, for a total sales price of $14,795, resulting in a gain of $8,184 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $6,045 and the assumption of the Company's share of the mortgage note payable on the property of $8,750. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Festival, a 500,000 square foot community center in Chandler, Arizona, for a total sales price of $30,975, resulting in a gain of $12,347 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $16,183 and the assumption of the Company's share of the mortgage note payable on the property of $14,792. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company's joint venture in SanTan Village Power Center, a 491,000 square foot community center in Gilbert, Arizona, sold the property for $54,780, resulting in a gain to the joint venture of $23,294. The Company's share of the gain recognized was $11,502, which was included in equity in income of unconsolidated joint ventures, offset in part by $3,565 that was included in net income attributable to noncontrolling interests. The cash proceeds from the sale were used to pay off the $45,000 mortgage loan on the property and the remaining $9,780 was distributed to the partners. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company sold its 50% ownership interest in Chandler Gateway, a 260,000 square foot community center in Chandler, Arizona, for a total sales price of $14,315, resulting in a gain of $3,363 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $4,921 and the assumption of the Company's share of the mortgage note payable on the property of $9,394. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 10, 2012, the Company sold its ownership interest in NorthPark Center, a 1,946,000 square foot regional shopping center in Dallas, Texas, for $118,810, resulting in a gain of $24,590 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The Company used the cash proceeds from the sale to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,434,000 square foot regional shopping center in Broomfield, Colorado, that it did not previously own for $310,397. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment in FlatIron Crossing under the equity method of accounting. Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements (See Note 13—Acquisitions).

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,198,000 square foot regional shopping center in Glendale, Arizona, that it did not previously own for $144,400. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment in Arrowhead Towne Center under the equity method of accounting. Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements (See Note 13—Acquisitions).

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185,000, resulting in a gain on the sale of assets of $89,157 to the joint venture. The Company's share of the gain was $44,424, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,150 to the joint venture. The Company's share of the gain was $28,127, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127,000, resulting in a gain on the sale of assets of $38,447 to the joint venture. The Company's share of the gain was $18,251, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. This transaction is referred to herein as the "Camelback Colonnade Restructuring." Since the date of the restructuring, the Company included Camelback Colonnade in its consolidated financial statements (See Note 13—Acquisitions) until its sale on December 29, 2014 (See Note 14—Dispositions).

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60,900, resulting in a gain of $6,243 to the joint venture. The Company's share of the gain was $3,121, which was included in equity in income from joint ventures for the year ended December 31, 2013. The cash proceeds from the sale were used to pay off the $51,657 mortgage loan on the property and the remaining $9,243, net of closing costs, was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Center under the equity method of accounting. Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements (See Note 13—Acquisitions).

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15,233. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LP. The cash payment was funded by borrowings under the Company's line of credit. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method of accounting. Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements (See Note 13—Acquisitions).

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106,800 for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17,100, resulting in a gain on the sale of assets of $9,033, which was included in gain (loss) on sale or write down of assets, net. The sales price was funded by a cash payment of $15,386 and the assumption of the Company's share of the mortgage note payable on the property of $1,714. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On November 13, 2014, the Company formed a joint venture to develop a 500,000 square foot outlet center at Candlestick Point in San Francisco, California. In connection with the formation of the joint venture, the Company issued a note receivable for $65,130 to its joint venture partner that bears interest at LIBOR plus 2.0% and matures upon the completion of certain milestones in connection with the development of Candlestick Point (See Note 17—Related Party Transactions).

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of $1,838,886 was funded by the direct issuance of $1,166,777 of common stock of the Company (See Note 12—Stockholders' Equity) and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672,109. Prior to the acquisition, the Company had accounted for its investment in these joint ventures under the equity method of accounting. Since the date of acquisition, the Company has included the PPRLP Queens Portfolio in its consolidated financial statements (See Note 13—Acquisitions).

On November 20, 2014, the Company purchased a 45% interest in 443 North Wabash Avenue, a 65,000 square foot undeveloped site adjacent to the Company's joint venture in The Shops at North Bridge in Chicago, Illinois, for a cash payment of $18,900. The cash payment was funded by borrowings under the Company's line of credit.

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

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:

	2014			2013
Assets(1):
Properties, net	$	2,967,878		$	3,435,737
Other assets	208,726			295,719
Total assets	$	3,176,604		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	2,038,379		$	3,518,215
Other liabilities	195,766			202,444
Company's capital	489,349			(25,367		)
Outside partners' capital	453,110			36,164
Total liabilities and partners' capital	$	3,176,604		$	3,731,456
Investment in unconsolidated joint ventures:
Company's capital	$	489,349		$	(25,367	)
Basis adjustment(3)	464,826			474,658
	$	954,175		$	449,291
Assets—Investments in unconsolidated joint ventures	$	984,132		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(29,957		)	(252,192		)
	$	954,175		$	449,291

_______________________________________________________________________________

(1) These amounts include the assets and liabilities of the following joint ventures as of December 31, 2014 and 2013:

	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2014
Total Assets	$	—	$	341,931
Total Liabilities	$	—	$	871,933
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

(2) Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of December 31, 2014 and 2013, a total of $33,540 could become recourse debt to the Company. As of December 31, 2014 and 2013, the Company has an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $606,263 and $712,455 as of December 31, 2014 and 2013, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense incurred on these borrowings amounted to $38,113, $31,549 and $43,732 for the years ended December 31, 2014, 2013 and 2012, respectively.

(3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $5,109, $10,734 and $15,480 for the years ended December 31, 2014, 2013 and 2012, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2014
Revenues:
Minimum rents	$	88,831		$	64,521	$	235,011	$	388,363
Percentage rents	2,652			2,091		12,418		17,161
Tenant recoveries	40,118			47,084		99,539		186,741
Other	4,090			3,472		33,143		40,705
Total revenues	135,691			117,168		380,111		632,970
Expenses:
Shopping center and operating expenses	37,113			38,786		139,513		215,412
Interest expense	34,113			31,677		71,297		137,087
Depreciation and amortization	29,688			19,880		94,835		144,403
Total operating expenses	100,914			90,343		305,645		496,902
(Loss) gain on sale of assets	(7,044		)	—		10,687		3,643
Net income	$	27,733		$	26,825	$	85,153	$	139,711
Company's equity in net income	$	9,743		$	7,080	$	43,803	$	60,626
Year Ended December 31, 2013
Revenues:
Minimum rents	$	118,164		$	62,072	$	238,488	$	418,724
Percentage rents	4,586			2,057		12,946		19,589
Tenant recoveries	52,470			45,452		106,249		204,171
Other	5,882			3,110		36,635		45,627
Total revenues	181,102			112,691		394,318		688,111
Expenses:
Shopping center and operating expenses	53,039			36,798		139,981		229,818
Interest expense	43,445			15,751		86,126		145,322
Depreciation and amortization	39,616			18,139		89,554		147,309
Total operating expenses	136,100			70,688		315,661		522,449
Gain on sale of assets	182,754			—		7,772		190,526
Gain on early extinguishment of debt	—			14		—		14
Net income	$	227,756		$	42,017	$	86,429	$	356,202
Company's equity in net income	$	110,798		$	15,126	$	41,656	$	167,580

	Pacific Premier Retail LP		Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2012
Revenues:
Minimum rents	$	132,247	$	63,569	$	316,186	$	512,002
Percentage rents	5,390		1,929		15,768		23,087
Tenant recoveries	56,397		44,225		149,546		250,168
Other	5,650		3,341		37,248		46,239
Total revenues	199,684		113,064		518,748		831,496
Expenses:
Shopping center and operating expenses	59,329		35,244		192,661		287,234
Interest expense	52,139		11,481		136,296		199,916
Depreciation and amortization	43,031		19,798		115,168		177,997
Total operating expenses	154,499		66,523		444,125		665,147
Gain on sale of assets	90		—		29,211		29,301
Net income	$	45,275	$	46,541	$	103,834	$	195,650
Company's equity in net income	$	23,026	$	17,969	$	38,286	$	79,281

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

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Commitments and Contingencies:

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies:

Commitments and Contingencies:

The Company has certain properties subject to non-cancelable operating ground leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. Ground lease rent expenses were $10,968, $10,579 and $8,681 for the years ended December 31, 2014, 2013 and 2012, respectively. No contingent rent was incurred for the years ended December 31, 2014, 2013 or 2012.

Minimum future rental payments required under the leases are as follows:

Year Ending December 31,
2015	$	15,449
2016	15,472
2017	15,457
2018	11,342
2019	9,821
Thereafter	309,369
	$	376,910

As of December 31, 2014, the Company was contingently liable for $18,388 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At December 31, 2014, the Company had $41,205 in outstanding obligations, which it believes will be settled in the next twelve months.

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Stockholders' Equity:

12 Months Ended

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity:

Stock Warrants:

On September 30, 2009, the Company issued a warrant in connection with its formation of a co-venture to own and operate Freehold Raceway Mall and Chandler Fashion Center (See Note 10—Co-Venture Arrangement). The warrant provided for the purchase of 935,358 shares of the Company's common stock. The warrant was valued at $6,496 and recorded as a credit to additional paid-in capital. The warrant had an exercise price of $46.68 per share, with such price subject to anti-dilutive adjustments. In December 2011, the holders requested a net issue exercise of 311,786 shares of the warrant and the Company elected to deliver a cash payment of $1,278 in exchange for the portion of the warrant exercised. On April 10, 2012, the holders requested a net exercise of an additional 311,786 shares of the warrant and the Company elected to deliver a cash payment of $3,448 in exchange for the portion of the warrant exercised. On October 24, 2012, the holders requested a net exercise of the remaining 311,786 shares of the warrant and the Company elected to deliver a cash payment of $3,923 in exchange for the portion of the warrant exercised.

At-The-Market Stock Offering Program ("ATM Program"):

On August 17, 2012, the Company entered into an equity distribution agreement ("2012 Distribution Agreement") with a number of sales agents (the "2012 ATM Program") to issue and sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500,000 (the “2012 ATM Shares”). Sales of the 2012 ATM Shares, could have been made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering, which includes sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Company agreed to pay each sales agent a commission that was not to exceed, but could have been lower than, 2% of the gross proceeds of the 2012 ATM Shares sold through such sales agent under the 2012 Distribution Agreement.

During the year ended December 31, 2012, the Company sold 2,961,903 shares of common stock under the 2012 ATM Program in exchange for aggregate gross proceeds of $177,896 and net proceeds of $175,649 after commissions and other transaction costs. During the year ended December 31, 2013, the Company sold 2,456,956 shares of common stock under the 2012 ATM Program in exchange for aggregate gross proceeds of $173,011 and net proceeds of $171,102 after commissions and other transaction costs. The proceeds from the sales were used to pay down the Company's line of credit.

On August 20, 2014, the Company terminated and replaced the 2012 ATM Program with a new ATM Program (the "2014 ATM Program") to sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500,000 (the "ATM Shares"). The terms of the 2014 ATM Program are substantially the same as the 2012 ATM Program.

The Company did not sell any shares under the 2012 ATM Program or the 2014 ATM Program during the year endedDecember 31, 2014.

As of December 31, 2014, $500,000 of the ATM Shares were available to be sold under the 2014 ATM Program. The unsold 2012 ATM Shares are no longer available for issuance. Actual future sales of the ATM Shares under the 2014 ATM Program will depend upon a variety of factors including but not limited to market conditions, the trading price of the Company's common stock and the Company's capital needs. The Company has no obligation to sell the ATM Shares under the 2014 ATM Program.    

Stock Issued to Acquire Property:

On November 28, 2012, the Company issued 535,265 restricted shares of common stock in connection with the acquisition of Kings Plaza Shopping Center (See Note 13—Acquisitions) for a value of $30,000, based on the closing price of the Company's common stock on the date of the transaction.

On November 14, 2014, the Company issued 17,140,845 shares of common stock in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions) for a value of $1,166,777, based on the closing price of the Company's common stock on the date of the transaction.

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Share and Unit-Based Plans: LTIP Activity (Details) (LTIP units, USD $)	0 Months Ended		12 Months Ended
	Jan. 31, 2013	Jan. 16, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
LTIP units
Units
Balance at beginning of year			0	200,000	190,000
Granted			725,908	332,189	315,000
Vested	(200,000)	(318,900)	(679,213)	(518,900)	(305,000)
Forfeited		(13,289)	0	(13,289)	0
Balance at end of year			46,695	0	200,000
Weighted Average Grant Date Fair Value (in dollars per share)
Balance at beginning of year			$ 0.00	$ 38.63	$ 43.30
Granted			$ 51.71	$ 66.58	$ 40.53
Vested			$ 51.22	$ 55.81	$ 44.85
Forfeited			$ 0.00	$ 66.58	$ 0.00
Balance at end of year			$ 58.89	$ 0.00	$ 38.63

XML

Mortgage Notes Payable:

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Mortgage Notes Payable:

Mortgage Notes Payable:

Mortgage notes payable at December 31, 2014 and 2013 consist of the following:

	Carrying Amount of Mortgage Notes(1)
	2014				2013				Effective Interest Rate(2)		Monthly Debt Service(3)		Maturity Date(4)
Property Pledged as Collateral	Related Party		Other		Related Party		Other
Arrowhead Towne Center	$	—	$	228,703	$	—	$	236,028	2.76	%	$	1,131	2018
Camelback Colonnade(5)	—		—		—		49,120		—		—		—
Chandler Fashion Center(6)	—		200,000		—		200,000		3.77	%	625		2019
Danbury Fair Mall	114,265		114,264		117,120		117,120		5.53	%	1,538		2020
Deptford Mall	—		197,815		—		201,622		3.76	%	947		2023
Deptford Mall	—		14,285		—		14,551		6.46	%	101		2016
Eastland Mall	—		168,000		—		168,000		5.79	%	811		2016
Fashion Outlets of Chicago(7)	—		119,329		—		91,383		2.97	%	259		2017
Fashion Outlets of Niagara Falls USA	—		121,376		—		124,030		4.89	%	727		2020
Flagstaff Mall	—		37,000		—		37,000		5.03	%	151		2015
FlatIron Crossing	—		261,494		—		268,000		3.90	%	1,393		2021
Freehold Raceway Mall(6)	—		229,244		—		232,900		4.20	%	1,132		2018
Fresno Fashion Fair(8)	—		—		79,391		79,390		—		—		—
Great Northern Mall(9)	—		34,494		—		35,484		6.54	%	234		2015
Green Acres Mall	—		313,514		—		319,850		3.61	%	1,447		2021
Kings Plaza Shopping Center	—		480,761		—		490,548		3.67	%	2,229		2019
Lakewood Center(10)	—		253,708		—		—		1.80	%	1,127		2015
Los Cerritos Center(11)	103,274		103,274		—		—		1.65	%	1,009		2018
Northgate Mall(12)	—		64,000		—		64,000		3.05	%	128		2017
Oaks, The	—		210,197		—		214,239		4.14	%	1,064		2022
Pacific View	—		133,200		—		135,835		4.08	%	668		2022
Queens Center(13)	—		600,000		—		—		3.49	%	1,744		2025
Santa Monica Place	—		230,344		—		235,445		2.99	%	1,004		2018
SanTan Village Regional Center	—		133,807		—		136,629		3.14	%	589		2019
South Plains Mall(14)	—		—		—		99,833		—		—		—
Stonewood Center(15)	—		111,297		—		—		1.80	%	640		2017
Superstition Springs Center(16)	—		68,079		—		68,395		1.98	%	138		2016
Towne Mall	—		22,607		—		22,996		4.48	%	117		2022
Tucson La Encantada	71,500		—		72,870		—		4.23	%	368		2022
Valley Mall	—		41,368		—		42,155		5.85	%	280		2016
Valley River Center	—		120,000		—		120,000		5.59	%	558		2016
Victor Valley, Mall of(17)	—		115,000		—		90,000		4.00	%	380		2024
Vintage Faire Mall(18)	—		—		—		99,083		—		—		—
Washington Square(19)	—		238,696		—		—		1.65	%	1,499		2016
Westside Pavilion	—		149,626		—		152,173		4.49	%	783		2022
	$	289,039	$	5,115,482	$	269,381	$	4,145,809

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

The debt premiums (discounts) as of December 31, 2014 and 2013 consist of the following:

Property Pledged as Collateral	2014			2013
Arrowhead Towne Center	$	11,568		$	14,642
Camelback Colonnade	—			2,120
Deptford Mall	(8		)	(14		)
Fashion Outlets of Niagara Falls USA	5,414			6,342
Lakewood Center	3,708			—
Los Cerritos Center	17,965			—
Stonewood Center	7,980			—
Superstition Springs Center	579			895
Valley Mall	(132		)	(219		)
Washington Square	9,847			—
	$	56,921		$	23,766

(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

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

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

(5) On December 29, 2014, in connection with the sale of the Company's 67.5% ownership interest in the consolidated joint venture in Camelback Colonnade (See Note 14—Dispositions), a third party assumed the existing loan on the property. As a result, the Company has been discharged from this non-recourse loan.

(6) A 49.9% interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note 10—Co-Venture Arrangement).

(7) The construction loan on the property allows for borrowings of up to $140,000, bears interest at LIBOR plus 2.50% and matures on March 5, 2017, including extension options. At December 31, 2014 and 2013, the total interest rate was 2.97% and 2.96%, respectively.

(8) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $5,796 on the early extinguishment of debt.

(9) On January 1, 2015, this nonrecourse loan went into maturity default. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver.

(10) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Lakewood Center with a fair value of $254,880 that bears interest at an effective rate of 1.80% and matures on June 1, 2015.

(11) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Los Cerritos Center with a fair value of $207,528 that bears interest at an effective rate of 1.65% and matures on July 1, 2018.

(12) The loan bears interest at LIBOR plus 2.25% and matures on March 1, 2017. At December 31, 2014 and 2013, the total interest rate was 3.05% and 3.04%, respectively.

(13) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Queens Center with a fair value of $600,000 that bears interest at an effective rate of 3.49% and matures on January 1, 2025.

(14) On February 7, 2014, the Company paid off in full one of the two loans on the property, which resulted in a loss of $359 on the early extinguishment of debt. On November 10, 2014, the Company paid off in full the remaining loan on the property, which resulted in a loss of $163 on the early extinguishment of debt.

(15) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Stonewood Center with a fair value of $111,910 that bears interest at an effective rate of 1.80% and matures on November 1, 2017.

(16) The loan bears interest at LIBOR plus 2.30% and matures on October 28, 2016. At December 31, 2014 and 2013, the total interest rate was 1.98% and 2.00%, respectively.

(17) On August 28, 2014, the Company replaced the existing loan on the property with a new $115,000 loan that bears interest at an effective rate of 4.00% and matures on September 1, 2024. The replacement of the existing loan resulted in a loss of $47 on the early extinguishment of debt.

(18) On December 22, 2014, the Company paid off in full the loan on the property, which resulted in a loss of $3,186 on the early extinguishment of debt.

(19) On November 14, 2014, in connection with the acquisition of the PPRLP Queens Portfolio (See Note 13—Acquisitions), the Company assumed the loan on Washington Square with a fair value of $240,341 that bears interest at an effective rate of 1.65% and matures on January 1, 2016.

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

Most of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company. As of December 31, 2014 and 2013, a total of $73,165 and $77,192, respectively, of the mortgage notes payable could become recourse to the Company.

The Company expects all loan maturities during the next twelve months, except Great Northern Mall, will be refinanced, restructured, extended and/or paid-off from the Company's line of credit or with cash on hand. The mortgage note payable on Great Northern Mall, which went into maturity default on January 1, 2015, is a non-recourse loan. The Company is working with the loan servicer and expects the property will be transferred to the loan servicer or a receiver.

Total interest expense capitalized during the years ended December 31, 2014, 2013 and 2012 was $12,559, $10,829 and $10,703, respectively.

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

The estimated fair value (Level 2 measurement) of mortgage notes payable at December 31, 2014 and 2013 was $5,455,453 and $4,500,177, respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

The future maturities of mortgage notes payable are as follows:

2015	$	397,325
2016	707,605
2017	353,370
2018	866,413
2019	603,090
Thereafter	2,419,797
	5,347,600
Debt premium, net	56,921
	$	5,404,521

The future maturities reflected above reflect the extension options that the Company believes will be exercised.

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Deferred Charges And Other Assets, net: Estimated Amortization (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Above-Market Leases
Less accumulated amortization	$ (103,361)	$ (89,141)
Allocated value net	267,896
Below-Market Leases
Original allocated value	375,033	187,537
Less accumulated amortization	(93,511)	(79,271)
Allocated value, net	281,522	108,266
Above Market
2015	64,711
2016	45,990
2017	31,906
2018	25,760
2019	21,682
Thereafter	77,847
Allocated value net	267,896
Below Market
2015	37,808
2016	35,647
2017	29,931
2018	26,354
2019	23,595
Thereafter	128,187
Allocated value, net	281,522	108,266
Above Market
Above-Market Leases
Original allocated value	250,810	118,770
Less accumulated amortization	(59,696)	(46,912)
Allocated value net	191,114	71,858
Above Market
2015	26,591
2016	23,516
2017	19,413
2018	16,024
2019	13,210
Thereafter	92,360
Allocated value net	$ 191,114	$ 71,858

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Tenant and Other Receivables:

12 Months Ended

Dec. 31, 2014

Loans and Leases Receivable Disclosure [Abstract]

Tenant and Other Receivables:

Tenant and Other Receivables:

Included in tenant and other receivables, net is an allowance for doubtful accounts of $3,234 and $2,878 at December 31, 2014 and 2013, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $13,436 and $9,824 at December 31, 2014 and 2013, respectively, and a deferred rent receivable due to straight-line rent adjustments of $57,278 and $53,380 at December 31, 2014 and 2013, respectively.

On March 17, 2014, in connection with the sale of Lake Square Mall (See Note 14—Dispositions), the Company issued a note receivable for $6,500 that bears interest at an effective rate of 6.5% and matures on March 17, 2018 ("LSM Note A") and a note receivable for $3,103 that bore interest at 5.0% and was to mature on December 31, 2014 ("LSM Note B"). On September 2, 2014, the balance of LSM Note B was paid in full. The balance of LSM Note A at December 31, 2014 was $6,436 and is collateralized by a trust deed on Lake Square Mall.

XML

Deferred Charges and Other Assets, net:

12 Months Ended

Dec. 31, 2014

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deferred Charges and Other Assets, net:

Deferred Charges and Other Assets, net:

Deferred charges and other assets, net at December 31, 2014 and 2013 consist of the following:

	2014			2013
Leasing	$	239,955		$	223,038
Financing	47,171			51,695
Intangible assets:
In-place lease values(1)	298,825			205,651
Leasing commissions and legal costs(1)	72,432			50,594
Above-market leases	250,810			118,770
Deferred tax assets	35,625			31,356
Deferred compensation plan assets	35,194			30,932
Other assets	66,246			65,793
	1,046,258			777,829
Less accumulated amortization(2)	(287,197		)	(244,771		)
	$	759,061		$	533,058

_______________________________

(1) The estimated amortization of these intangible assets for the next five years and thereafter is as follows:

Year Ending December 31,
2015	$	64,711
2016	45,990
2017	31,906
2018	25,760
2019	21,682
Thereafter	77,847
	$	267,896

(2) Accumulated amortization includes $103,361 and $89,141 relating to in-place lease values, leasing commissions and legal costs at December 31, 2014 and 2013, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $52,668, $53,139 and $32,456 for the years ended December 31, 2014, 2013 and 2012, respectively.

The allocated values of above-market leases and below-market leases consist of the following:

	2014			2013
Above-Market Leases
Original allocated value	$	250,810		$	118,770
Less accumulated amortization	(59,696		)	(46,912		)
	$	191,114		$	71,858
Below-Market Leases(1)
Original allocated value	$	375,033		$	187,537
Less accumulated amortization	(93,511		)	(79,271		)
	$	281,522		$	108,266

_______________________________

(1) Below‑market leases are included in other accrued liabilities.

The allocated values of above and below-market leases will be amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The estimated amortization of these values for the next five years and thereafter is as follows:

Year Ending December 31,	Above Market		Below Market
2015	$	26,591	$	37,808
2016	23,516		35,647
2017	19,413		29,931
2018	16,024		26,354
2019	13,210		23,595
Thereafter	92,360		128,187
	$	191,114	$	281,522

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Bank and Other Notes Payable:

12 Months Ended

Dec. 31, 2014

Bank and Other Notes Payable:

Bank and Other Notes Payable:

Bank and Other Notes Payable:

Bank and other notes payable at December 31, 2014 and 2013 consist of the following:

Senior Notes:

On March 16, 2007, the Company issued $950,000 in Senior Notes that matured on March 15, 2012. The Senior Notes bore interest at 3.25%, were payable semiannually, were senior to unsecured debt of the Company and were guaranteed by the Operating Partnership. On March 15, 2012, the Company paid off in full the $439,318 of Senior Notes then outstanding.

Line of Credit:

The Company has a $1,500,000 revolving line of credit that initially bore interest at LIBOR plus a spread of 1.75% to 3.0%, depending on the Company's overall leverage levels, and was to mature on May 2, 2015 with a one-year extension option. The line of credit had the ability to be expanded, depending on certain conditions, up to a total facility of $2,000,000 less the outstanding balance of the $125,000 unsecured term loan as described below.

On August 6, 2013, the Company's line of credit was amended and extended. The amended facility provides for an interest rate of LIBOR plus a spread of 1.38% to 2.0%, depending on the Company's overall leverage levels, and matures on August 6, 2018. Based on the Company's leverage level as of December 31, 2014, the borrowing rate on the facility was LIBOR plus 1.50%. In addition, the line of credit can be expanded, depending on certain conditions, up to a total facility of $2,000,000 (without giving effect to the $125,000 unsecured term loan described below).

As of December 31, 2014 and 2013, borrowings under the line of credit were $752,000 and $30,000, respectively, at an average interest rate of 1.89% and 1.85%, respectively. The estimated fair value (Level 2 measurement) of the line of credit at December 31, 2014 and 2013 was $713,989 and $28,214, respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

Term Loan:

On December 8, 2011, the Company obtained a $125,000 unsecured term loan under the line of credit that bears interest at LIBOR plus a spread of 1.95% to 3.20%, depending on the Company's overall leverage level, and matures on December 8, 2018. Based on the Company's current leverage levels, the borrowing rate is LIBOR plus 2.20%. As of December 31, 2014 and 2013, the total interest rate was 2.25% and 2.51%, respectively. The estimated fair value (Level 2 measurement) of the term loan at December 31, 2014 and 2013 was $119,780 and $120,802, respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

Greeley Note:

On July 27, 2006, concurrent with the sale of Greeley Mall, the Company provided marketable securities to replace Greeley Mall as collateral for the mortgage note payable on the property. As a result of this transaction, the mortgage note payable was reclassified to bank and other notes payable. On September 1, 2013, the loan was paid off in full.

Prasada Note:

On March 29, 2013, the Company issued a $13,330 note payable that bears interest at 5.25% and matures on March 29, 2016. The note payable is collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona. At December 31, 2014 and 2013, the note had a balance of $10,879 and $12,537, respectively. The estimated fair value (Level 2 measurement) of the note at December 31, 2014 and 2013 was $11,178 and $13,114, respectively, based on current interest rates for comparable notes. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the collateral for the underlying debt.

As of December 31, 2014 and 2013, the Company was in compliance with all applicable financial loan covenants.

The future maturities of bank and other notes payable are as follows:

2015	$	1,750
2016	9,129
2018	877,000
	$	887,879

XML

Bank and Other Notes Payable: Future Maturities (Details) (Notes Payable to Bank and Other Notes Payable, USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Notes Payable to Bank and Other Notes Payable
Future maturities of bank and other notes payable
2015	$ 1,750
2016	9,129
2018	877,000
Long term debt including debt premium	$ 887,879

XML

Share and Unit-Based Plans: Stock Options Narrative (Details) (Stock options, USD $)	12 Months Ended
	Dec. 31, 2014
Stock options
Share and unit-based plans
Grant date of award (in dollars per share)	$ 9.67
Volatility rate (as a percent)	25.85%
Dividend yield (as a percent)	3.69%
Risk free rate (as a percent)	1.20%
Current value (in dollars per share)	$ 59.57
Expected term (in years)	8 years

XML

Noncontrolling Interests: (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Aug. 20, 2014	Dec. 31, 2013	Aug. 17, 2012
Noncontrolling Interest [Line Items]
Limited partnership interest of the operating partnership (as a percent)	6.00%		7.00%
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Number of trading days used to calculate redemption value	10 days
Redemption value of outstanding OP Units not owned by the Company	$ 877,184		$ 587,917
The Macerich Partnership, L.P.
Noncontrolling Interest [Line Items]
Ownership interest in operating partnership (as a percent)	94.00%		93.00%

XML

Bank and Other Notes Payable: (Details) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended
	Mar. 15, 2012	Mar. 16, 2007	Dec. 31, 2014	Dec. 31, 2013	Dec. 08, 2011	Mar. 29, 2013	Aug. 06, 2013
Senior Notes
Bank and other notes payable
Debt issued		$ 950,000,000
Interest rate on debt (as a percent)		3.25%
Repayment of notes	439,318,000
Line of Credit
Bank and other notes payable
Term of extension (in years)			1 year
Maximum borrowing capacity			2,000,000,000
Line of credit			1,500,000,000
Reference rate for variable interest rate			LIBOR
Line of credit			752,000,000	30,000,000
Average interest rate (as a percent)			1.89%	1.85%
Fair value of line of credit			713,989,000	28,214,000
Unsecured term loan
Bank and other notes payable
Debt issued			125,000,000		125,000,000
Reference rate for variable interest rate			LIBOR
Interest rate (as a percent)			2.25%	2.51%
Estimated fair value of term loan			119,780,000	120,802,000
Prasada Note
Bank and other notes payable
Debt issued						13,330,000
Interest rate on debt (as a percent)						5.25%
Estimated fair value of term loan			11,178,000	13,114,000
Carrying value of term loan			$ 10,879,000	$ 12,537,000
LIBOR | Line of Credit
Bank and other notes payable
Variable interest rate spread (as a percent)			1.50%
LIBOR | Line of Credit | Low end of range
Bank and other notes payable
Variable interest rate spread (as a percent)			1.75%				1.375%
LIBOR | Line of Credit | High end of range
Bank and other notes payable
Variable interest rate spread (as a percent)			3.00%				2.00%
LIBOR | Unsecured term loan
Bank and other notes payable
Variable interest rate spread (as a percent)			2.20%
LIBOR | Unsecured term loan | Low end of range
Bank and other notes payable
Variable interest rate spread (as a percent)					1.95%
LIBOR | Unsecured term loan | High end of range
Bank and other notes payable
Variable interest rate spread (as a percent)					3.20%

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Quarterly Financial Data: (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended			0 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Nov. 14, 2014	Dec. 11, 2013
Quarterly Financial Data (Unaudited)
Revenues	$ 322,909	$ 263,491	$ 254,336	$ 264,511	$ 282,137	$ 258,154	$ 245,877	$ 243,307	$ 1,105,247	$ 1,029,475	$ 797,517
Net income (loss) attributable to common stockholders	1,429,221	35,914	16,088	17,819	144,878	38,123	218,997	18,092	1,499,042	420,090	337,426
Net income (loss) attributable to common stockholders per share-basic (in dollars per share)	$ 9.52	$ 0.25	$ 0.11	$ 0.13	$ 1.03	$ 0.27	$ 1.57	$ 0.13	$ 10.46	$ 3.01	$ 2.51
Net income (loss) attributable to common stockholders per share-diluted (in dollars per share)	$ 9.51	$ 0.25	$ 0.11	$ 0.13	$ 1.03	$ 0.27	$ 1.57	$ 0.13	$ 10.45	$ 3.00	$ 2.51
Remeasurement gain on acquisition of additional interest									1,423,136	51,205	199,956
Gain (loss) from sale									0	286,414	50,811
PPRLP Queens Portfolio
Quarterly Financial Data (Unaudited)
Remeasurement gain on acquisition of additional interest												1,423,136
Chesterfield Towne Center
Quarterly Financial Data (Unaudited)
Gain (loss) from sale													$ 151,467

XML

Investments in Unconsolidated Joint Ventures: (Tables)

12 Months Ended

Dec. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Schedule of ownership interest in joint ventures

The following are the Company's direct or indirect investments in various joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2014 was as follows:

Joint Venture	Ownership %(1)
443 Wabash MAB LLC	45.0	%
Biltmore Shopping Center Partners LLC	50.0	%
Candlestick Center LLC	50.1	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Gallery, The—Various Entities	50.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
North Bridge Chicago LLC	50.0	%
One Scottsdale Investors LLC	50.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Scottsdale Fashion Square Partnership	50.0	%
The Market at Estrella Falls LLC	39.7	%
Tysons Corner LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property LLC	50.0	%
West Acres Development, LLP	19.0	%
Westcor/Gilbert, L.L.C.	50.0	%
Westcor/Queen Creek LLC	37.9	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park	50.0	%
WM Inland LP(2)	50.0	%

_______________________________________________________________________________

(1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

(2) On February 17, 2015, the Company acquired the remaining 50% ownership interest that it did not previously own (See Note 22—Subsequent Events).

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures and Other Related Information

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

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:

	2014			2013
Assets(1):
Properties, net	$	2,967,878		$	3,435,737
Other assets	208,726			295,719
Total assets	$	3,176,604		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	2,038,379		$	3,518,215
Other liabilities	195,766			202,444
Company's capital	489,349			(25,367		)
Outside partners' capital	453,110			36,164
Total liabilities and partners' capital	$	3,176,604		$	3,731,456
Investment in unconsolidated joint ventures:
Company's capital	$	489,349		$	(25,367	)
Basis adjustment(3)	464,826			474,658
	$	954,175		$	449,291
Assets—Investments in unconsolidated joint ventures	$	984,132		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(29,957		)	(252,192		)
	$	954,175		$	449,291

_______________________________________________________________________________

(1) These amounts include the assets and liabilities of the following joint ventures as of December 31, 2014 and 2013:

	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2014
Total Assets	$	—	$	341,931
Total Liabilities	$	—	$	871,933
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

(2) Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of December 31, 2014 and 2013, a total of $33,540 could become recourse debt to the Company. As of December 31, 2014 and 2013, the Company has an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $606,263 and $712,455 as of December 31, 2014 and 2013, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense incurred on these borrowings amounted to $38,113, $31,549 and $43,732 for the years ended December 31, 2014, 2013 and 2012, respectively.

(3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $5,109, $10,734 and $15,480 for the years ended December 31, 2014, 2013 and 2012, respectively.

Assets and liabilities of significant subsidiaries

These amounts include the assets and liabilities of the following joint ventures as of December 31, 2014 and 2013:

	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2014
Total Assets	$	—	$	341,931
Total Liabilities	$	—	$	871,933
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2014
Revenues:
Minimum rents	$	88,831		$	64,521	$	235,011	$	388,363
Percentage rents	2,652			2,091		12,418		17,161
Tenant recoveries	40,118			47,084		99,539		186,741
Other	4,090			3,472		33,143		40,705
Total revenues	135,691			117,168		380,111		632,970
Expenses:
Shopping center and operating expenses	37,113			38,786		139,513		215,412
Interest expense	34,113			31,677		71,297		137,087
Depreciation and amortization	29,688			19,880		94,835		144,403
Total operating expenses	100,914			90,343		305,645		496,902
(Loss) gain on sale of assets	(7,044		)	—		10,687		3,643
Net income	$	27,733		$	26,825	$	85,153	$	139,711
Company's equity in net income	$	9,743		$	7,080	$	43,803	$	60,626
Year Ended December 31, 2013
Revenues:
Minimum rents	$	118,164		$	62,072	$	238,488	$	418,724
Percentage rents	4,586			2,057		12,946		19,589
Tenant recoveries	52,470			45,452		106,249		204,171
Other	5,882			3,110		36,635		45,627
Total revenues	181,102			112,691		394,318		688,111
Expenses:
Shopping center and operating expenses	53,039			36,798		139,981		229,818
Interest expense	43,445			15,751		86,126		145,322
Depreciation and amortization	39,616			18,139		89,554		147,309
Total operating expenses	136,100			70,688		315,661		522,449
Gain on sale of assets	182,754			—		7,772		190,526
Gain on early extinguishment of debt	—			14		—		14
Net income	$	227,756		$	42,017	$	86,429	$	356,202
Company's equity in net income	$	110,798		$	15,126	$	41,656	$	167,580

	Pacific Premier Retail LP		Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2012
Revenues:
Minimum rents	$	132,247	$	63,569	$	316,186	$	512,002
Percentage rents	5,390		1,929		15,768		23,087
Tenant recoveries	56,397		44,225		149,546		250,168
Other	5,650		3,341		37,248		46,239
Total revenues	199,684		113,064		518,748		831,496
Expenses:
Shopping center and operating expenses	59,329		35,244		192,661		287,234
Interest expense	52,139		11,481		136,296		199,916
Depreciation and amortization	43,031		19,798		115,168		177,997
Total operating expenses	154,499		66,523		444,125		665,147
Gain on sale of assets	90		—		29,211		29,301
Net income	$	45,275	$	46,541	$	103,834	$	195,650
Company's equity in net income	$	23,026	$	17,969	$	38,286	$	79,281

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Earnings Per Share ("EPS"): (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Numerator
Income from continuing operations									$ 1,606,931	$ 159,023	$ 303,166
Income from discontinued operations									0	289,936	63,223
Net income attributable to noncontrolling interests									(107,889)	(28,869)	(28,963)
Net income attributable to the Company	1,429,221	35,914	16,088	17,819	144,878	38,123	218,997	18,092	1,499,042	420,090	337,426
Allocation of earnings to participating securities									(1,576)	(397)	(577)
Numerator for basic and diluted earnings per share—net income attributable to common stockholders - basic									1,497,466	419,693	336,849
Numerator for basic and diluted earnings per share—net income attributable to common stockholders - diluted									$ 1,497,466	$ 419,693	$ 336,849
Denominator
Denominator for basic earnings per share—weighted average number of common shares outstanding									143,144	139,598	134,067
Effect of dilutive securities
Stock warrants									0	0	63
Share and unit based compensation									147	82	18
Denominator for diluted earnings per share—weighted average number of common shares outstanding									143,291	139,680	134,148
Earnings per common share—basic: (in dollars per share)
Income from continuing operations									$ 10.46	$ 1.07	$ 2.07
Discontinued operations									$ 0.00	$ 1.94	$ 0.44
Net income attributable to common stockholders (in dollars per share)	$ 9.52	$ 0.25	$ 0.11	$ 0.13	$ 1.03	$ 0.27	$ 1.57	$ 0.13	$ 10.46	$ 3.01	$ 2.51
Earnings per common share—diluted: (in dollars per share)
Income from continuing operations									$ 10.45	$ 1.06	$ 2.07
Discontinued operations									$ 0.00	$ 1.94	$ 0.44
Net income attributable to common stockholders (in dollars per share)	$ 9.51	$ 0.25	$ 0.11	$ 0.13	$ 1.03	$ 0.27	$ 1.57	$ 0.13	$ 10.45	$ 3.00	$ 2.51

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Dispositions:

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Dispositions:

Dispositions:

In March 2012, the Company recorded an impairment charge of $54,306 related to Valley View Center. As a result of the sale of the property on April 23, 2012, the Company wrote down the carrying value of the long-lived assets to their estimated fair value of $33,450, which was equal to the sales price of the property. On April 23, 2012, the property was sold by a court appointed receiver, which resulted in a gain on the extinguishment of debt of $104,023.

On April 30, 2012, the Company sold The Borgata, a 94,000 square foot community center in Scottsdale, Arizona, for $9,150, resulting in a loss on the sale of assets of $1,275. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 11, 2012, the Company sold a former Mervyn's store in Montebello, California for $20,750, resulting in a loss on the sale of assets of $407. The Company used the proceeds from the sale for general corporate purposes.

On May 17, 2012, the Company sold Hilton Village, an 80,000 square foot community center in Scottsdale, Arizona, for $24,820, resulting in a gain on the sale of assets of $3,127. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company conveyed Prescott Gateway, a 584,000 square foot regional shopping center in Prescott, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $16,296.

On June 28, 2012, the Company sold Carmel Plaza, a 112,000 square foot community center in Carmel, California, for $52,000, resulting in a gain on the sale of assets of $7,844. The Company used the proceeds from the sale to pay down its line of credit.

In December 2012, the Company recognized an impairment charge of $24,555 on Fiesta Mall, a 933,000 square foot regional shopping center in Mesa, Arizona, to write down the carrying value of the long-lived assets to their estimated fair value due to a reduction in the estimated holding period of the property. On September 30, 2013, the Company conveyed Fiesta Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on the extinguishment of debt of $1,252.

On May 31, 2013, the Company sold Green Tree Mall, a 793,000 square foot regional shopping center in Clarksville, Indiana, for $79,000, resulting in a gain on the sale of assets of $59,767. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 4, 2013, the Company sold Northridge Mall, an 890,000 square foot regional shopping center in Salinas, California, and Rimrock Mall, a 603,000 square foot regional shopping center in Billings, Montana. The properties were sold in a combined transaction for $230,000, resulting in a gain on the sale of assets of $82,151. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2013, the Company sold a former Mervyn's store in Milpitas, California for $12,000, resulting in a loss on the sale of assets of $2,633. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 15, 2013, the Company sold a former Mervyn's store in Midland, Texas for $5,700, resulting in a loss on the sale of assets of $2,031. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 23, 2013, the Company sold a former Mervyn's store in Grand Junction, Colorado for $5,430, resulting in a gain on the sale of assets of $1,695. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 4, 2013, the Company sold a former Mervyn's store in Livermore, California for $10,475, resulting in a loss on the sale of assets of $5,257. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 11, 2013, the Company sold Chesterfield Towne Center, a 1,016,000 square foot regional shopping center in Richmond, Virginia, and Centre at Salisbury, an 862,000 square foot regional shopping center in Salisbury, Maryland in a combined transaction for $292,500, resulting in a gain on the sale of assets of $151,467. The sales price was funded by a cash payment of $67,763, the assumption of the $109,737 mortgage note payable on Chesterfield Towne Center and the assumption of the $115,000 mortgage note payable on Centre at Salisbury. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

The Company has classified the results of operations and gain or loss on sale for all of the above dispositions as discontinued operations for the years ended December 31, 2013 and 2012. Revenues from discontinued operations were $54,752 and $94,406 for the years ended December 31, 2013 and 2012, respectively. Total income from discontinued operations, including the gain from disposition of assets, net was $289,936 and $63,223 for the years ended December 31, 2013 and 2012, respectively.

On January 1, 2014, the Company adopted ASU 2014-08 (See Note 2—Summary of Significant Accounting Policies). The Company has determined that none of the disposals during the year ended December 31, 2014 represented discontinued operations. As a result, the following dispositions during the year ended December 31, 2014 have been included in gain on sale or write down of assets, net, from continuing operations:

On January 15, 2014, the Company sold Rotterdam Square, a 585,000 square foot regional shopping center in Schenectady, New York, for $8,500, resulting in a loss on the sale of assets of $435. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On February 14, 2014, the Company sold Somersville Towne Center, a 348,000 square foot regional shopping center in Antioch, California, for $12,337, resulting in a loss on the sale of assets of $263. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 17, 2014, the Company sold Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida, for $13,280, resulting in a loss on the sale of assets of $876. The sales price was funded by a cash payment of $3,677 and the issuance of two notes receivable totaling $9,603 (See Note 6—Tenant and Other Receivables). The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On July 7, 2014, the Company sold a former Mervyn's store in El Paso, Texas for $3,560, resulting in a loss on the sale of assets of $158. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 28, 2014, the Company sold a former Mervyn's store in Thousand Oaks, California for $3,500, resulting in a loss on the sale of assets of $80. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 11, 2014, the Company sold a leasehold interest in a former Mervyn's store in Laredo, Texas for $1,200, resulting in a gain on the sale of assets of $315. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 10, 2014, the Company sold a former Mervyn's store in Marysville, California for $1,900, resulting in a loss on the sale of assets of $3. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 31, 2014, the Company sold South Towne Center, a 1,278,000 square foot regional shopping center in Sandy, Utah, for $205,000, resulting in a gain on the sale of assets of $121,873. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On December 29, 2014, the Company sold its 67.5% ownership interest in its consolidated joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, for $92,898, resulting in a gain on the sale of assets of $24,554. The sales price was funded by a cash payment of $61,173 and the assumption of the Company's share of the mortgage note payable on the property of $31,725. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes. As a result of the sale, the Company was discharged of the $47,946 mortgage note payable on the property and $17,217 of noncontrolling interest was reversed.

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Employee Benefit Plans:

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans:

Employee Benefit Plans:

401(k) Plan:

The Company has a defined contribution retirement plan that covers its eligible employees (the "Plan"). The Plan is a defined contribution retirement plan covering eligible employees of the Macerich Property Management Company LLC and participating affiliates. The Plan is qualified in accordance with section 401(a) of the Code. Effective January 1, 1995, the Plan was amended to constitute a qualified cash or deferred arrangement under section 401(k) of the Code, whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. This Plan was further amended effective as of February 1, 1999 to add The Macerich Company Common Stock Fund as a new investment alternative under the Plan. A total of 150,000 shares of common stock were reserved for issuance under the Plan, which was subsequently increased by an additional 500,000 shares in February 2013. On January 1, 2004, the Plan adopted the "Safe Harbor" provision under Sections 401(k)(12) and 401(m)(11) of the Code. In accordance with adopting these provisions, the Company makes matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant. During the years ended December 31, 2014, 2013 and 2012, these matching contributions made by the Company were $3,253, $3,017 and $3,094, respectively. Contributions and matching contributions to the Plan by the plan sponsor and/or participating affiliates are recognized as an expense of the Company in the period that they are made.

Deferred Compensation Plans:

The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion prior to the beginning of the plan year, credit a participant's account with a matching amount equal to a percentage of the participant's deferral. The Company contributed $845, $843 and $648 to the plans during the years ended December 31, 2014, 2013 and 2012, respectively. Contributions are recognized as compensation in the periods they are made.

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Schedule III-Real Estate and Accumulated Depreciation (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
REAL ESTATE AND ACCUMULATED DEPRECIATION
Aggregate gross cost of the property for federal income tax purposes	$ 8,035,421
Changes in total real estate assets
Balances, beginning of year	9,181,338	9,012,706	7,489,735
Additions	4,042,409	943,159	1,909,530
Dispositions and retirements	(445,865)	(774,527)	(386,559)
Balances, end of year	12,777,882	9,181,338	9,012,706
Changes in accumulated depreciation
Balances, beginning of year	1,559,572	1,533,160	1,410,692
Additions	289,178	284,500	241,231
Dispositions and retirements	(138,758)	(258,088)	(118,763)
Balances, end of year	$ 1,709,992	$ 1,559,572	$ 1,533,160
Buildings and improvements | Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	5 years
Buildings and improvements | Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	40 years
Tenant improvements | Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	5 years
Tenant improvements | Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	7 years
Equipment and furnishings | Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	5 years
Equipment and furnishings | Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	7 years

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Summary of Significant Accounting Policies: Acquisitions (Details)	12 Months Ended
	Dec. 31, 2014 form
Accounting Policies [Abstract]
Number of forms of in-place operating lease intangible assets and liabilities	3

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Commitments and Contingencies: (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments by the Company

Minimum future rental payments required under the leases are as follows:

Year Ending December 31,
2015	$	15,449
2016	15,472
2017	15,457
2018	11,342
2019	9,821
Thereafter	309,369
	$	376,910

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Total Stockholders' Equity	Shares	Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interests
Balance at Dec. 31, 2011	$ 3,164,651	$ 2,813,337	$ 1,321	$ 3,490,647	$ (678,631)	$ 351,314
Balance (in shares) at Dec. 31, 2011			132,153,444
Increase (Decrease) in Stockholders' Equity
Net income	366,389	337,426			337,426	28,963
Amortization of share and unit-based plans	14,970	14,970	6	14,964
Amortization of share and unit-based plans (in shares)			566,717
Exercise of stock options	307	307		307
Exercise of stock options (in shares)			10,800
Exercise of stock warrants	(7,371)	(7,371)		(7,371)
Employee stock purchases	956	956		956
Employee stock purchases (in shares)			20,372
Stock offerings, net	175,649	175,649	30	175,619
Stock offerings, net (in shares)	2,961,903		2,961,903
Stock issued to acquire properties	30,000	30,000	5	29,995
Stock issued to acquire property (in shares)			535,265
Distributions paid	(298,536)	(298,536)			(298,536)
Distributions to noncontrolling interests	(30,694)					(30,694)
Contributions from noncontrolling interests	605					605
Other	(589)	(589)		(589)
Conversion of noncontrolling interests to common shares		26,991	13	26,978		(26,991)
Conversion of noncontrolling interests to common shares (in shares)			1,258,509
Redemption of noncontrolling interests	(86)	(58)		(58)		(28)
Adjustment of noncontrolling interests in Operating Partnership		(15,553)		(15,553)		15,553
Balance at Dec. 31, 2012	3,416,251	3,077,529	1,375	3,715,895	(639,741)	338,722
Balance (in shares) at Dec. 31, 2012			137,507,010
Increase (Decrease) in Stockholders' Equity
Net income	448,959	420,090			420,090	28,869
Amortization of share and unit-based plans	28,122	28,122	0	28,122
Amortization of share and unit-based plans (in shares)			88,039
Exercise of stock options	99	99		99
Exercise of stock options (in shares)			2,700
Employee stock purchases	1,089	1,089		1,089
Employee stock purchases (in shares)			22,112
Stock offerings, net	171,102	171,102	25	171,077
Stock offerings, net (in shares)	2,456,956		2,456,956
Distributions paid	(329,155)	(329,155)			(329,155)
Distributions to noncontrolling interests	(31,202)					(31,202)
Contributions from noncontrolling interests	18,079					18,079
Other	(3,561)	(3,561)		(3,561)
Conversion of noncontrolling interests to common shares		12,984	7	12,977		(12,984)
Conversion of noncontrolling interests to common shares (in shares)			656,866
Redemption of noncontrolling interests	(1,066)	(733)		(733)		(333)
Adjustment of noncontrolling interests in Operating Partnership		(18,817)		(18,817)		18,817
Balance at Dec. 31, 2013	3,718,717	3,358,749	1,407	3,906,148	(548,806)	359,968
Balance (in shares) at Dec. 31, 2013	140,733,683		140,733,683
Increase (Decrease) in Stockholders' Equity
Net income	1,606,931	1,499,042			1,499,042	107,889
Amortization of share and unit-based plans	34,873	34,873	2	34,871
Amortization of share and unit-based plans (in shares)			168,379
Employee stock purchases	1,231	1,231		1,231
Employee stock purchases (in shares)			25,007
Stock issued to acquire properties	1,161,274	1,161,274	172	1,161,102
Stock issued to acquire property (in shares)			17,140,845
Distributions paid	(353,495)	(353,495)			(353,495)
Distributions to noncontrolling interests	(32,230)					(32,230)
Other	(97,216)	(3,858)		(3,858)		(93,358)
Conversion of noncontrolling interests to common shares		2,410	1	2,409		(2,410)
Conversion of noncontrolling interests to common shares (in shares)			134,082
Redemption of noncontrolling interests	(236)	(157)		(157)		(79)
Adjustment of noncontrolling interests in Operating Partnership		(59,949)		(59,949)		59,949
Balance at Dec. 31, 2014	$ 6,039,849	$ 5,640,120	$ 1,582	$ 5,041,797	$ 596,741	$ 399,729
Balance (in shares) at Dec. 31, 2014	158,201,996		158,201,996

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Share and Unit-Based Plans: Employee Stock Purchase Plan (Details) (Employee Stock Purchase Plan)	12 Months Ended
	Dec. 31, 2014
Employee Stock Purchase Plan
Share and unit-based plans
Discount from market price (as a percent)	15.00%
Maximum shares authorized under plan (in shares)	750,000
Shares available for issuance under plan (in shares)	540,318

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Earnings Per Share ("EPS"):

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share ("EPS"):

Earnings Per Share ("EPS"):

The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands):

	2014			2013			2012
Numerator
Income from continuing operations	$	1,606,931		$	159,023		$	303,166
Income from discontinued operations	—			289,936			63,223
Net income attributable to noncontrolling interests	(107,889		)	(28,869		)	(28,963		)
Net income attributable to the Company	1,499,042			420,090			337,426
Allocation of earnings to participating securities	(1,576		)	(397		)	(577		)
Numerator for basic and diluted earnings per share—net income attributable to common stockholders	$	1,497,466		$	419,693		$	336,849
Denominator
Denominator for basic earnings per share—weighted average number of common shares outstanding	143,144			139,598			134,067
Effect of dilutive securities (1)
Stock warrants	—			—			63
Share and unit based compensation	147			82			18
Denominator for diluted earnings per share—weighted average number of common shares outstanding	143,291			139,680			134,148
Earnings per common share—basic:
Income from continuing operations	$	10.46		$	1.07		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.46		$	3.01		$	2.51
Earnings per common share—diluted:
Income from continuing operations	$	10.45		$	1.06		$	2.07
Discontinued operations	—			1.94			0.44
Net income attributable to common stockholders	$	10.45		$	3.00		$	2.51

____________________________________

(1) The convertible senior notes ("Senior Notes") are excluded from diluted EPS for the year ended December 31, 2012 as their effect would be antidilutive. The Senior Notes were paid off in full on March 15, 2012 (See Note 9— Bank and Other Notes Payable).

Diluted EPS excludes 179,667, 184,304 and 193,945 convertible preferred units for the years ended December 31, 2014, 2013 and 2012, respectively, as their impact was antidilutive.

Diluted EPS excludes 10,079,935 and 9,845,602 and 10,870,454 Operating Partnership units ("OP Units") for the years ended December 31, 2014, 2013 and 2012, respectively, as their effect was antidilutive.

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Tenant and Other Receivables: (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Mar. 17, 2014
Components of tenant and other receivables, net
Allowance for doubtful accounts	$ 3,234	$ 2,878
Deferred rent receivables due to straight-line rent adjustments	57,278	53,380
Accrued percentage rents
Components of tenant and other receivables, net
Accounts receivable	13,436	9,824
Note Receivable1
Components of tenant and other receivables, net
Notes receivable interest rate (as a percent)			6.46%
Notes receivable	6,436		6,500
Note Receivable2
Components of tenant and other receivables, net
Notes receivable interest rate (as a percent)			5.00%
Notes receivable			$ 3,103

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Share and Unit-Based Plans: SARs Roll Forward Activity (Details) (SARs, USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
SARs
Units
Balance at beginning of year	1,070,991	1,164,185	1,156,985
Granted	0	0	39,932
Exercised	(298,352)	(93,194)	(32,732)
Balance at end of year	772,639	1,070,991	1,164,185
Weighted Average Exercise Price (in dollars per share)
Balance at beginning of year	$ 56.66	$ 56.66	$ 56.55
Granted	$ 0.00	$ 0.00	$ 59.57
Vested	$ 56.63	$ 56.63	$ 56.63
Balance at end of year	$ 56.67	$ 56.66	$ 56.66

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Acquisitions: Narrative (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 03, 2013	Jul. 22, 2011 sqft	Feb. 29, 2012 sqft	Oct. 03, 2012 sqft	Oct. 26, 2012 sqft	Nov. 28, 2012 sqft	Jan. 31, 2013	Jan. 24, 2013 sqft	Apr. 25, 2013 acre	Oct. 24, 2013	Jun. 04, 2014	Nov. 14, 2014	Oct. 31, 2014	Sep. 17, 2013 sqft	Sep. 16, 2013
Acquisition
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities	$ 1,414,659,000	$ 257,064,000	$ 420,123,000
Deposits paid	0	0	30,000,000
Kings Plaza Shopping Center
Acquisition
Placement of mortgage note on the property				146,000,000
Camelback Colonnade
Acquisition
Property square footage																	619,000
Ownership Percentage																		73.20%
Additional ownership interest (as a percent)																	67.50%
Ownership percentage at completion of acquisition (as a percent)																		100.00%
Fashion Outlets of Niagara
Acquisition
Property square footage					686,000
Purchase price					200,000,000
Fair value of contingent consideration	18,667,000
500 North Michigan Avenue:
Acquisition
Property square footage						326,000
Purchase price						70,925,000
FlatIron Crossing
Acquisition
Property square footage							1,434,000
Purchase price							310,397,000
Purchase price funded by cash payment on acquisition							195,900,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities							114,497,000
Additional ownership interest (as a percent)	75.00%						75.00%
Ownership percentage at completion of acquisition (as a percent)							100.00%
Arrowhead Towne Center
Acquisition
Property square footage								1,198,000
Purchase price								144,400,000
Purchase price funded by cash payment on acquisition								69,025,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities								75,375,000
Additional ownership interest (as a percent)								33.30%
Ownership percentage at completion of acquisition (as a percent)								100.00%
Kings Plaza
Acquisition
Property square footage									1,191,000
Purchase price									756,000,000
Purchase price funded by cash payment on acquisition									726,000,000
Issuance restricted common stock									30,000,000
Face amount of debt									500,000,000
Placement of mortgage note on the property									354,000,000
Green Acres Mall
Acquisition
Property square footage											1,790,000
Purchase price											500,000,000
Face amount of debt											325,000,000
Placement of mortgage note on the property										225,000,000	100,000,000
Deposits paid		30,000,000
Purchase price, balance remaining after deposit											470,000,000
Green Acres Adjacent
Acquisition
Property square footage												19
Purchase price												22,577,000
Superstition Springs Land I
Acquisition
Purchase price													46,162,000
Purchase price funded by cash payment on acquisition													23,662,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities													22,500,000
Additional ownership interest (as a percent)													33.30%
Ownership percentage at completion of acquisition (as a percent)													100.00%
Cascade Mall
Acquisition
Purchase price														15,233,000
Incremental revenue generated from acquired property	4,458,000
Incremental earnings (loss) of acquired property	380,000
Additional ownership interest (as a percent)														49.00%
Ownership percentage at completion of acquisition (as a percent)													100.00%
PPRLP Queens Portfolio
Acquisition
Purchase price															1,838,886,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities															672,109,000
Issuance restricted common stock															1,166,777,000
Incremental revenue generated from acquired property	40,378,000
Incremental earnings (loss) of acquired property	4,285,000
Additional ownership interest (as a percent)															49.00%
Affiliated Entity | Fashion Outlets of Chicago
Acquisition
Property square footage		529,000
Purchase price																69,987,000
Fair value of contingent consideration	10,142,000
Noncontrolling interest adjustment	76,141,000
Purchase price funded by cash payment on acquisition																55,867,000
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities																$ 14,120,000

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Income Taxes:

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes:

Income Taxes:

For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31:

	2014				2013				2012
Ordinary income	$	1.92	76.5	%	$	1.02	43.3	%	$	0.74	33.2	%
Capital gains	0.16		6.4	%	1.24		52.5	%	1.13		50.7	%
Unrecaptured Section 1250 gain	0.05		2.0	%	0.10		4.2	%	0.36		16.1	%
Return of capital	0.38		15.1	%	—		—	%	—		—	%
Dividends paid	$	2.51	100.0	%	$	2.36	100.0	%	$	2.23	100.0	%

The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.

The income tax benefit (expense) of the TRSs for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014		2013			2012
Current	$	—	$	(142	)	$	—
Deferred	4,269		1,834			4,159
Income tax benefit	$	4,269	$	1,692		$	4,159

Income tax benefit of the TRSs for the years ended December 31, 2014, 2013 and 2012 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

	2014		2013			2012
Book loss for TRSs	$	10,785	$	11,709		$	16,154
Tax at statutory rate on earnings from continuing operations before income taxes	$	3,667	$	3,981		$	5,493
Other	602		(2,289		)	(1,334		)
Income tax benefit	$	4,269	$	1,692		$	4,159

The net operating loss carryforwards are currently scheduled to expire through 2034, beginning in 2024. Net deferred tax assets of $35,625 and $31,356 were included in deferred charges and other assets, net at December 31, 2014 and 2013, respectively. The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2014 and 2013 are summarized as follows:

	2014		2013
Net operating loss carryforwards	$	24,698	$	26,394
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs	8,201		3,673
Other	2,726		1,289
Net deferred tax assets	$	35,625	$	31,356

For the years ended December 31, 2014, 2013 and 2012 there were no unrecognized tax benefits.

The tax years 2010 through 2014 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.

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Acquisitions: Pro Forma Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Combinations [Abstract]
Total revenue	$ 1,287,904	$ 1,311,941	$ 1,094,559
Income from continuing operations	$ 1,605,975	$ 104,123	$ 92,193

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Bank and Other Notes Payable: (Tables)

12 Months Ended

Dec. 31, 2014

Bank and Other Notes Payable:

Schedule of future maturities of bank and other notes payable

The future maturities of bank and other notes payable are as follows:

2015	$	1,750
2016	9,129
2018	877,000
	$	887,879

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Acquisitions:

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Acquisitions

Acquisitions:

Fashion Outlets of Niagara Falls USA:

On July 22, 2011, the Company acquired the Fashion Outlets of Niagara Falls USA, a 686,000 square foot outlet center in Niagara Falls, New York. The purchase and sale agreement included contingent consideration payable to AWE/Talisman, the former owner of the property and a related party (See Note 17—Related Party Transactions), based on the performance of the Fashion Outlets of Niagara Falls USA from the acquisition date through July 21, 2014 that increased the purchase price above the initial $200,000. During the year endedDecember 31, 2014, the Company paid $18,667 in full settlement of the contingent consideration liability.

500 North Michigan Avenue:

On February 29, 2012, the Company acquired a 326,000 square foot mixed-use retail/office building in Chicago, Illinois ("500 North Michigan Avenue") for $70,925. The purchase price was funded from borrowings under the Company's line of credit. The acquisition was completed in order to gain control over the property adjacent to The Shops at North Bridge.

The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:

Property	$	66,033
Deferred charges	7,450
Other assets	2,143
Total assets acquired	75,626
Other accrued liabilities	4,701
Total liabilities assumed	4,701
Fair value of acquired net assets	$	70,925

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included 500 North Michigan Avenue in its consolidated financial statements.

FlatIron Crossing:

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing that it did not previously own for $310,397. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of FlatIron Crossing.

The following is a summary of the allocation of the fair value of FlatIron Crossing:

Property	$	443,391
Deferred charges	25,251
Cash and cash equivalents	3,856
Other assets	2,101
Total assets acquired	474,599
Mortgage note payable	175,720
Accounts payable	366
Other accrued liabilities	11,071
Total liabilities assumed	187,157
Fair value of acquired net assets (at 100% ownership)	$	287,442

The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.

Fair value of existing ownership interest (at 25% ownership)	$	91,542
Carrying value of investment	(33,382		)
Prior gain deferral recognized	26,067
Gain on remeasurement of assets	$	84,227

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	310,397
Less debt assumed	(114,497		)
Carrying value of investment	33,382
Gain on remeasurement of assets	84,227
Less prior gain deferral	(26,067		)
Fair value of acquired net assets (at 100% ownership)	$	287,442

The prior gain deferral relates to the prior sale of the 75% ownership interest in FlatIron Crossing. Due to certain contractual rights that were afforded to the buyer of the interest, a portion of that gain was deferred.

Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements.

Arrowhead Towne Center:

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center that it did not previously own for $144,400. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Arrowhead Towne Center.

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:

Property	$	423,349
Deferred charges	31,500
Restricted cash	4,009
Tenant receivables	926
Other assets	4,234
Total assets acquired	464,018
Mortgage note payable	244,403
Accounts payable	815
Other accrued liabilities	10,449
Total liabilities assumed	255,667
Fair value of acquired net assets (at 100% ownership)	$	208,351

The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	139,326
Carrying value of investment	(23,597		)
Gain on remeasurement of assets	$	115,729

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	144,400
Less debt assumed	(75,375		)
Carrying value of investment	23,597
Gain on remeasurement of assets	115,729
Fair value of acquired net assets (at 100% ownership)	$	208,351

Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements.

Kings Plaza Shopping Center:

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,191,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756,000. The purchase price was funded by a cash payment of $726,000 and the issuance of $30,000 in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500,000. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow an additional $146,000 on the loan. The acquisition was completed to acquire a prominent center in Brooklyn, New York.

The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:

Property	$	714,589
Deferred charges	37,371
Other assets	29,282
Total assets acquired	781,242
Other accrued liabilities	25,242
Total liabilities assumed	25,242
Fair value of acquired net assets	$	756,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Kings Plaza Shopping Center in its consolidated financial statements.

Green Acres Mall:

On January 24, 2013, the Company acquired Green Acres Mall, a 1,790,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500,000. A purchase deposit of $30,000 was funded during the year ended December 31, 2012, and the remaining $470,000 was funded upon closing of the acquisition. The cash payment made at the time of closing was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $325,000 and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $100,000 on the loan. On January 31, 2013, the Company exercised its option to borrow the remaining $225,000 on the loan. The acquisition was completed to acquire another prominent shopping center in the New York metropolitan area.

The following is a summary of the allocation of the fair value of Green Acres Mall:

Property	$	477,673
Deferred charges	45,130
Other assets	19,125
Total assets acquired	541,928
Other accrued liabilities	41,928
Total liabilities assumed	41,928
Fair value of acquired net assets	$	500,000

The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed.

Since the date of acquisition, the Company has included Green Acres Mall in its consolidated financial statements.

Green Acres Adjacent:

On April 25, 2013, the Company acquired a 19 acre parcel of land adjacent to Green Acres Mall for $22,577. The payment was provided by borrowings from the Company's line of credit. The acquisition was completed to allow for future expansion of Green Acres Mall.

Camelback Colonnade Restructuring:

On September 17, 2013, the Company’s joint venture in Camelback Colonnade was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture (See Note 4—Investments in Unconsolidated Joint Ventures).

The following is a summary of the allocation of the fair value of Camelback Colonnade:

Property	$	98,160
Deferred charges	8,284
Cash and cash equivalents	1,280
Restricted cash	1,139
Tenant receivables	615
Other assets	380
Total assets acquired	109,858
Mortgage note payable	49,465
Accounts payable	54
Other accrued liabilities	4,752
Total liabilities assumed	54,271
Fair value of acquired net assets (at 100% ownership)	$	55,587

The Company recognized the following remeasurement gain on the Camelback Colonnade Restructuring:

Fair value of existing ownership interest (at 73.2% ownership)	$	41,690
Carrying value of investment	(5,349		)
Gain on remeasurement of assets	$	36,341

Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements until its sale on December 29, 2014 (See Note 14—Dispositions).

Superstition Springs Center:

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Superstition Springs Center. The acquisition was completed in order to gain 100% ownership and control over this asset.

The following is a summary of the allocation of the fair value of Superstition Springs Center:

Property	$	114,373
Deferred charges	12,353
Cash and cash equivalents	8,894
Tenant receivables	51
Other assets	11,535
Total assets acquired	147,206
Mortgage note payable	68,448
Accounts payable	119
Other accrued liabilities	7,637
Total liabilities assumed	76,204
Fair value of acquired net assets (at 100% ownership)	$	71,002

The Company determined that the purchase price represented the fair value of the additional ownership interest in Superstition Springs Center that was acquired.

Fair value of existing ownership interest (at 66.7% ownership)	$	47,340
Carrying value of investment	(32,476		)
Gain on remeasurement of assets	$	14,864

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	46,162
Less debt assumed	(22,500		)
Carrying value of investment	32,476
Remeasurement gain	14,864
Fair value of acquired net assets (at 100% ownership)	$	71,002

Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements.

Cascade Mall:

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall that it did not previously own for $15,233. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Cascade Mall. The acquisition was completed in order to obtain 100% ownership and control over this asset.

The following is a summary of the allocation of the fair value of Cascade Mall:

Property	$	28,924
Deferred charges	6,660
Other assets	202
Total assets acquired	35,786
Other accrued liabilities	4,786
Total liabilities assumed	4,786
Fair value of acquired net assets (at 100% ownership)	$	31,000

The Company determined that the purchase price represented the fair value of the additional ownership interest in Cascade Mall that was acquired.

The following is the reconciliation of the purchase price to the fair value of the acquired net assets:

Purchase price	$	15,233
Distributions in excess of investment	15,767
Fair value of acquired net assets (at 100% ownership)	$	31,000

Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements. The property has generated incremental revenue of $4,458 and incremental earnings of $380 during the year endedDecember 31, 2014.

Fashion Outlets of Chicago:

On October 31, 2014, the Company purchased AWE/Talisman's ownership interest in its consolidated joint venture in Fashion Outlets of Chicago, for $69,987. The purchase price was funded by a cash payment of $55,867 and the settlement of the balance on the Talisman Notes of $14,120 (See Note 17—Related Party Transactions). The cash payment was funded by borrowings under the Company's line of credit. The purchase agreement includes contingent consideration based on the financial performance of Fashion Outlets of Chicago at an agreed upon date in 2016. The Company estimated the fair value of the contingent consideration as of December 31, 2014 to be $10,142, which has been included in other accrued liabilities. As a result of this acquisition, the noncontrolling interest of $76,141 was reversed.

PPRLP Queens Portfolio:

On November 14, 2014, the Company acquired the remaining 49% ownership interest in the PPRLP Queens Portfolio that it did not previously own for $1,838,886. The acquisition was completed in order to gain 100% ownership and control over this portfolio of prominent shopping centers. The purchase price was funded by the assumption of the third party's pro rata share of the mortgage notes payable on the property of $672,109 and the issuance of $1,166,777 in common stock of the Company. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of the PPRLP Queens Portfolio.

The following is a summary of the preliminary allocation of the estimated fair value of the PPRLP Queens Portfolio:

Property	$	3,714,982
Deferred charges	152,250
Cash and cash equivalents	28,890
Restricted cash	5,113
Tenant receivables	5,438
Other assets	127,723
Total assets acquired	4,034,396
Mortgage notes payable	1,414,659
Accounts payable	5,669
Due to affiliates	2,680
Other accrued liabilities	230,210
Total liabilities assumed	1,653,218
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

The purchase price allocation for the PPRLP Queens Portfolio is based on a preliminary measurement of fair value that is subject to change. The allocation for the PPRLP Queens Portfolio represents the Company's current best estimate of fair value. The Company determined that the purchase price represented the estimated fair value of the additional ownership interest in the PPRLP Queens Portfolio that was acquired.

Fair value of existing ownership interest (at 51% ownership)	$	1,214,401
Distributions in excess of investment	208,735
Gain on remeasurement of assets	$	1,423,136

The following is the reconciliation of the purchase price to the estimated fair value of the acquired net assets:

Purchase price	$	1,838,886
Less debt assumed	(672,109		)
Distributions in excess of investment	(208,735		)
Gain on remeasurement of assets	1,423,136
Fair value of acquired net assets (at 100% ownership)	$	2,381,178

Since the date of acquisition, the Company has included the PPRLP Queens Portfolio in its consolidated financial statements. The property generated incremental revenue of $40,378 and incremental earnings of $4,285 during the year endedDecember 31, 2014.

Pro Forma Results of Operations:

The following unaudited pro forma total revenue and income from continuing operations for 2014 and 2013 assumes the 2013 and 2014 property acquisitions took place on January 1, 2013 and assumes that the 2013 and 2012 property acquisitions took place on January 1, 2012:

	Total revenue		Income from continuing operations
Supplemental pro forma for the year ended December 31, 2014(1)	$	1,287,904	$	1,605,975
Supplemental pro forma for the year ended December 31, 2013(1)	$	1,311,941	$	104,123
Supplemental pro forma for the year ended December 31, 2012(1)	$	1,094,559	$	92,193

____________________________________

(1) This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions occurred on January 1, 2013 or 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non‑recurring adjustments directly attributable to the acquisitions.