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

FORM 10-K/A


(Amendment No. 1)

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, 20142016

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)

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 className 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
 (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$12.3 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: 158,160,241 21, 2017: 143,904,832shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held in

The following documents (or parts thereof)2017 are incorporated by reference into the following partsPart III of this Form 10-K/A: None

10-K.

Table of Contents


EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 originally filed on February 23, 2015 (the "Original Filing") by The Macerich Company, a Maryland corporation, ("Macerich", the "Company", "we" or "us"). We are filing this Amendment to present the information required by Part III of the Form 10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2014.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.


INDEX


THE MACERICH COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2016
INDEX

ITEM

PAGE

PART III

ITEM 10

 Page
Part I

Item 1.
Business
3
Item 1A.
Risk Factors
18
Item 1B.
Unresolved Staff Comments
27
Item 2.
Properties
28
Item 3.
Legal Proceedings
34
Item 4.
Mine Safety Disclosures
34
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
35
Item 6.
Selected Financial Data
37
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
42
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
60
Item 8.
Financial Statements and Supplementary Data
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
61
Item 9A.
Controls and Procedures
61
Item 9B.
Other Information
63
Part III
Item 10.
Directors and Executive Officers and Corporate Governance


263

Item 11.
Executive Compensation
63

Executive Officers

2

Item 12.

Directors

4

Section 16(a) Beneficial Ownership Reporting Compliance

10

Audit Committee

11

Code of Business Conduct and Ethics

11

Procedures for Recommending Director Nominees

11

ITEM 11

Executive Compensation


12

Compensation of Non-Employee Directors

12

Compensation Committee Report

14

Compensation Discussion and Analysis

15

Executive Compensation

33

Compensation Committee Interlocks and Insider Participation

49

ITEM 12

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


5063

Item 13.

Equity Compensation Plan Information

50

Director Stock Ownership

51

Executive Officer Stock Ownership

54

Principal Stockholders

56

ITEM 13

Certain Relationships and Related Transactions, and Director Independence


5863

Item 14.

Related Party Transaction Policies and Procedures

58

Certain Transactions

58

Director Independence

59

ITEM 14

Principal Accountant Fees and Services

63
Part IV
 
59

Item 15.
Exhibits and Financial Statement Schedule
64

Principal Accountant Fees and Services

59

Item 16.
Form 10-K Summary
64

Audit Committee Pre-Approval Policy

59
Signatures


PART IV

114

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. Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. 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, 2016, the Operating Partnership owned or had an ownership interest in 50 regional shopping centers and seven community/power shopping centers. These 57 regional and community/power shopping centers (which include any related office space) consist of approximately 56 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 owned by the Company and are collectively referred to herein as the "Management Companies."
The Company was organized as a Maryland corporation in September 1993. All references to the Company in this Annual Report on Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15. Exhibits and Financial Statement Schedule."
Recent Developments
Acquisitions and Dispositions:
On January 6, 2016, the Company sold a 40% ownership interest in Arrowhead Towne Center, a 1,197,000 square foot regional shopping center in Glendale, Arizona, for $289.5 million, resulting in a gain on the sale of assets of $101.6 million. The sales price was funded by a cash payment of $129.5 million and the assumption of a pro rata share of the mortgage note payable on the property of $160.0 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the Special Dividend (See "Other Transactions and Events" in Recent Developments).
On January 14, 2016, the Company formed a joint venture, whereby the Company sold a 49% ownership interest in Deptford Mall, a 1,039,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,431,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 847,000 square foot regional shopping center in Boulder, Colorado (the "MAC Heitman Portfolio"), for $771.5 million, resulting in a gain on the sale of assets of $340.7 million. The sales price was funded by a cash payment of $478.6 million and the assumption of a pro rata share of the mortgage notes payable on the properties of $292.9 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.
On March 1, 2016, the Company through a 50/50 joint venture, acquired Country Club Plaza, a 1,246,000 square foot regional shopping center in Kansas City, Missouri, for a purchase price of $660.0 million. The Company funded its pro rata share of $330.0 million with borrowings under its line of credit.
On April 13, 2016, the Company sold Capitola Mall, a 586,000 square foot regional shopping center in Capitola, California, for $93.0 million, resulting in a gain on the sale of assets of $24.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On May 31, 2016, the Company sold a former Mervyn's store in Yuma, Arizona, for $3.2 million, resulting in a loss 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 January 18, 2017, the Company sold Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington; and Northgate Mall, a 750,000 square foot regional shopping center in San Rafael, California, in a combined transaction for $170.0 million. The proceeds from the sale were used to pay off the mortgage note payable on Northgate Mall, pay down the Company's line of credit and for general corporate purposes. Consequently, Cascade Mall and Northgate Mall have been excluded from certain 2016 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, Cascade Mall and Northgate Mall have been excluded from the Company's list of properties and related computations of GLA and occupancy (See "Item 2. Properties").

Financing Activity:
On January 6, 2016, the Company replaced the existing loan on Arrowhead Towne Center with a new $400.0 million loan that bears interest at an effective rate of 4.05% and matures on February 1, 2028, which resulted in a loss of $3.6 million on the early extinguishment of debt. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the underlying property (See "Acquisitions and Dispositions" in Recent Developments). The Company used the proceeds to pay down its line of credit and for general corporate purposes.
On January 14, 2016, the Company placed a $150.0 million loan on Twenty Ninth Street that bears interest at an effective rate of 4.10% and matures on February 6, 2026. Concurrently, a 49% interest in the loan was assumed by a third party in connection with the sale of a 49% ownership interest in the MAC Heitman Portfolio (See "Acquisitions and Dispositions" in Recent Developments). The Company used the proceeds to pay down its line of credit and for general corporate purposes.
On March 28, 2016, the Company's joint venture in Country Club Plaza placed a $320.0 million loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.
On May 27, 2016, the Company's joint venture in The Shops at North Bridge replaced the existing loan on the property with a new $375.0 million loan that bears interest at an effective rate of 3.71% and matures on June 1, 2028. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On July 6, 2016, the Company modified and amended its line of credit. The amended $1.5 billion line of credit bears interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and matures on July 6, 2020 with a one-year extension option. Based on the Company's leverage level as of the amendment date, the initial borrowing rate on the facility was LIBOR plus 1.33%. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2.0 billion.
On August 5, 2016, the Company’s joint venture in The Village at Corte Madera replaced the existing loan on the property with a new $225.0 million loan that bears interest at an effective rate of 3.53% and matures on September 1, 2028. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On October 6, 2016, the Company placed a $325.0 million loan on Fresno Fashion Fair that bears interest at an effective rate of 3.67% and matures on November 1, 2026. The Company used the proceeds to pay down its line of credit and for general corporate purposes.
On February 1, 2017, the Company's joint venture in West Acres replaced the existing loan on the property with a new $80.0 million loan that bears interest at an effective rate of 4.61% and matures on March 1, 2032. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On February 2, 2017, the Company's joint venture in Kierland Commons entered into a loan commitment with a lender to replace the existing loan on the property with a new $225.0 million loan that will bear interest at a fixed rate of 3.95% for ten-years. The new loan is expected to close in March 2017. The Company expects to use its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
Redevelopment and Development Activity:
In February 2014, the Company's joint venture in Broadway Plaza started construction on the 235,000 square foot expansion of the 923,000 square foot regional shopping center in Walnut Creek, California. The joint venture completed a portion of the first phase of the project in November 2015 and the remaining portion of the first phase was completed in September 2016. The second phase will be completed through Summer 2018. The total cost of the project is estimated to be $305.0 million, with $152.5 million estimated to be the Company's pro rata share. The Company has funded $127.7 million of the total $255.4 million incurred by the joint venture as of December 31, 2016.
In July 2015, the Company started construction on a 335,000 square foot expansion of Green Acres Mall, a 2,089,000 square foot regional shopping center in Valley Stream, New York. The Company completed the project in October 2016. As of December 31, 2016, the Company has incurred $104.9 million in costs.
The Company's joint venture is proceeding with the development of Fashion Outlets of Philadelphia, a redevelopment of an 850,000 square foot regional shopping center in Philadelphia, Pennsylvania. The project is expected to be completed in 2018. The total cost of the project is estimated to be between $305.0 million and $365.0 million, with $152.5 million to $182.5 million estimated to be the Company's pro rata share. The Company has funded $46.9 million of the total $93.7 million incurred by the joint venture as of December 31, 2016.

The Company is currently in the process of redeveloping the 250,000 square foot former Sears store at Kings Plaza Shopping Center.  The Company expects to complete the project in Summer 2018.  As of December 31, 2016, the Company has incurred $10.0 million in costs and anticipates the total cost of the project to be between $95.0 million and $100.0 million.
Other Transactions and Events:
On January 6, 2016, the Company paid a Special Dividend (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Transactions and Events") of $2.00 per share of common stock and per Operating Partnership ("OP") Unit to common stockholders and OP Unit holders of record on November 12, 2015. The Special Dividend was funded from borrowings under its line of credit.
On September 30, 2015, the Company's Board of Directors authorized the repurchase of up to $1.2 billion of the Company's outstanding common shares over the period ending September 30, 2017, as market conditions warranted (the "2015 Stock Buyback Program"). On November 12, 2015, the Company entered into an accelerated share repurchase program ("ASR") to repurchase $400.0 million of the Company's common stock. In accordance with the ASR, the Company made a prepayment of $400.0 million and received an initial share delivery of 4,140,788 shares. On January 19, 2016, the ASR was completed and the Company received an additional delivery of 970,609 shares. The average price of the 5,111,397 shares repurchased under the ASR was $78.26 per share. The ASR was funded from proceeds in connection to the recently completed PPR Portfolio transaction (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Management's Overview and Summary").
On February 17, 2016, the Company entered into an ASR to repurchase $400.0 million of the Company's common stock. In accordance with the ASR, the Company made a prepayment of $400.0 million and received an initial share delivery of 4,222,193 shares. On April 19, 2016, the ASR was completed and the Company received delivery of an additional 861,235 shares. The average price of the 5,083,428 shares repurchased under the ASR was $78.69 per share. The ASR was funded from borrowings under the Company's line of credit, which had been paid down from the proceeds from the recently completed PPR Portfolio, Arrowhead Towne Center and MAC Heitman Portfolio transactions (See "Acquisitions and Dispositions" and "Financing Activity" in Recent Developments), collectively referred to herein as the "Joint Venture Transactions".
On May 9, 2016, the Company entered into an ASR to repurchase the remaining $400.0 million of the Company's common stock authorized for repurchase. In accordance with the ASR, the Company made a prepayment of $400.0 million and received an initial share delivery of 3,964,812 shares. On July 11, 2016, the ASR was completed and the Company received delivery of an additional 1,104,162 shares. The average price of the 5,068,974 shares repurchased under the ASR was $78.91 per share. The ASR was funded from borrowings under the Company's line of credit, which had been paid down from the proceeds from the recently completed Joint Venture Transactions. The total number of shares repurchased under the 2015 Stock Buyback Program was 15,263,799 at an average price of $78.62.
On July 15, 2016, the Company conveyed Flagstaff Mall, a 347,000 square foot regional shopping center in Flagstaff, Arizona, to the mortgage lender by a deed-in-lieu of foreclosure and was discharged from the mortgage note payable. The mortgage note payable was a non-recourse loan. As a result, the Company recognized a gain of $5.3 million on the extinguishment of debt.
On February 13, 2017, the Company announced that the Board of Directors has authorized the repurchase of up to $500.0 million of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including ASR transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1 of the Securities Act of 1934, from time to time as permitted by securities laws and other legal requirements.
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.
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 two 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, 2016, the Centers primarily included 48 Regional Shopping Centers, excluding Cascade Mall and Northgate Mall, and seven Community/Power Shopping Centers totaling approximately 54 million square feet of GLA. These 55 Centers average approximately 929,000 square feet of GLA and range in size from 3.5 million square feet of GLA at Tysons Corner Center to 185,000 square feet of GLA at Boulevard Shops. As of December 31, 2016, excluding Cascade Mall and Northgate Mall, the Centers primarily included 193 Anchors totaling approximately 26.5 million square feet of GLA and approximately 5,400 Mall Stores and Freestanding Stores totaling approximately 25.1 million square feet of GLA.
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 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 Cascade Mall and Northgate Mall, derived approximately 76% of their total rents for the year ended December 31, 2016 from Mall Stores and Freestanding Stores under 10,000 square feet, and Big Box and Anchor tenants accounted for 24% of total rents for the year ended December 31, 2016. 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 tenants in the Centers, excluding Cascade Mall and Northgate Mall, based upon total rents in place as of December 31, 2016:
Tenant Primary DBAs 
Number of
Locations
in the
Portfolio
 
% of Total
Rents
L Brands, Inc. Victoria's Secret, Bath and Body Works, PINK 94
 2.7%
Forever 21, Inc. Forever 21, XXI Forever, Love21 34
 2.5%
Foot Locker, Inc. Champs Sports, Foot Locker, Kids Foot Locker, Lady Foot Locker, Foot Action, House of Hoops SIX:02 and others 93
 1.9%
Gap, Inc., The Athleta, Banana Republic, Gap, Gap Kids, Old Navy and others 57
 1.9%
Signet Jewelers Gordon's Jewelers, Jared Jewelry, Kay Jewelers, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Weisfield Jewelers and Zales 102
 1.6%
Dick's Sporting Goods, Inc. Dick's Sporting Goods, Chelsea Collective 16
 1.5%
H & M Hennes & Mauritz AB H & M 24
 1.5%
Golden Gate Capital Payless ShoeSource, Eddie Bauer, California Pizza Kitchen, PacSun 78
 1.2%
American Eagle Outfitters, Inc. American Eagle Outfitters, aerie 36
 1.1%
Sears Holdings Corporation Sears 22
 1.0%
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, 2016, excluding Cascade Mall and Northgate Mall, comprises approximately 76% 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:     
2016$53.51
 $53.48
 $44.77
2015$52.64
 $53.99
 $49.02
2014$49.68
 $49.55
 $41.20
2013$44.51
 $45.06
 $40.00
2012$40.98
 $44.01
 $38.00
Unconsolidated Joint Venture Centers (at the Company's pro rata share):     
2016$57.90
 $64.78
 $57.29
2015$60.74
 $80.18
 $60.85
2014$63.78
 $82.47
 $64.59
2013$62.47
 $63.44
 $48.43
2012$55.64
 $55.72
 $48.74
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:         
2016$13.34
 $22.23
 20
 $19.12
 8
2015$12.72
 $19.87
 19
 $8.96
 14
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
Unconsolidated Joint Venture Centers (at the Company's pro rata share):         
2016$15.76
 $29.41
 13
 $28.00
 1
2015$14.48
 $33.00
 14
 $9.30
 8
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
_____________________

ITEM 15

(1)

Exhibits, Financial Statement Schedules


61Average 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 Philadelphia, Paradise Valley Mall and Westside Pavilion are excluded for the years ended December 31, 2016, 2015, and 2014. The leases for Fashion Outlets of Niagara Falls, USA and SouthPark Mall are excluded for the years ended December 31, 2015 and 2014. The leases for Paradise Valley Mall are excluded for the year ended December 31, 2013. The leases for The Shops at Atlas Park and Southridge Center are excluded for the year ended December 31, 2012.

Table

The leases for Cascade Mall and Northgate Mall, which were sold on January 18, 2017, are excluded for the year ended December 31, 2016. Flagstaff Mall was conveyed to the mortgage lender by a deed-in-lieu of Contents


Part III

Item 10.   Directors, Executive Officersforeclosure on July 15, 2016 and Corporate Governance

Executive Officers

is excluded for the year ended December 31, 2015. On June 30, 2015, Great Northern Mall was conveyed to the mortgage lender by a deed-in-lieu of foreclosure. Consequently, Great Northern Mall is excluded for the year ended December 31, 2014. The leases for Rotterdam Square, which was sold on January 15, 2014, are excluded for the year ended December 31, 2013.

(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.
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 potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage. The following table sets forth,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,
 2016 (1) 2015 (2) 2014 (3) 2013 (4) 2012
Consolidated Centers:         
Minimum rents9.4% 9.0% 8.7% 8.4% 8.1%
Percentage rents0.4% 0.4% 0.4% 0.4% 0.4%
Expense recoveries(5)4.3% 4.5% 4.3% 4.5% 4.2%
 14.1% 13.9% 13.4% 13.3% 12.7%
Unconsolidated Joint Venture Centers:         
Minimum rents8.6% 8.1% 8.7% 8.8% 8.9%
Percentage rents0.3% 0.4% 0.4% 0.4% 0.4%
Expense recoveries(5)3.9% 4.0% 4.5% 4.0% 3.9%
 12.8% 12.5% 13.6% 13.2% 13.2%
_____________________________

(1)Cascade Mall and Northgate Mall were sold on January 18, 2017 and are excluded for the year ended December 31, 2016.
(2)Flagstaff Mall was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on July 15, 2016 and is excluded for the year ended December 31, 2015.
(3)Great Northern Mall was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on June 30, 2015 and is excluded for the year ended December 31, 2014.
(4)Rotterdam Square was sold on January 15, 2014 and is excluded for the year ended December 31, 2013.
(5)Represents real estate tax and common area maintenance charges.

Lease Expirations:
The following tables show scheduled lease expirations for Centers owned as of MarchDecember 31, 2016, excluding Cascade Mall and Northgate 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:          
2017 348
 627,096
 11.06% $53.71
 10.78%
2018 346
 761,539
 13.43% $49.98
 12.18%
2019 318
 764,628
 13.49% $48.82
 11.95%
2020 248
 518,447
 9.15% $54.00
 8.96%
2021 231
 532,982
 9.40% $53.46
 9.12%
2022 164
 382,108
 6.74% $54.10
 6.62%
2023 165
 381,975
 6.74% $54.39
 6.65%
2024 180
 495,723
 8.75% $61.62
 9.78%
2025 176
 453,145
 7.99% $65.28
 9.47%
2026 145
 456,989
 8.06% $61.58
 9.01%
Unconsolidated Joint Venture Centers (at the Company's pro rata share):          
2017 235
 298,552
 11.83% $56.79
 11.13%
2018 213
 277,612
 11.00% $61.71
 11.24%
2019 199
 228,138
 9.04% $62.31
 9.33%
2020 180
 238,392
 9.44% $58.84
 9.21%
2021 215
 278,582
 11.03% $59.18
 10.82%
2022 136
 193,629
 7.67% $57.48
 7.30%
2023 120
 208,759
 8.27% $55.25
 7.57%
2024 117
 194,844
 7.72% $58.58
 7.49%
2025 124
 207,729
 8.23% $63.91
 8.71%
2026 136
 213,645
 8.46% $75.78
 10.63%


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:          
2017 21
 541,354
 4.87% $14.85
 4.97%
2018 18
 541,672
 4.87% $10.41
 3.48%
2019 25
 1,024,177
 9.22% $10.46
 6.62%
2020 23
 908,840
 8.18% $9.31
 5.23%
2021 32
 1,514,030
 13.63% $8.98
 8.40%
2022 30
 1,129,808
 10.17% $17.91
 12.50%
2023 19
 608,892
 5.48% $14.63
 5.50%
2024 21
 646,036
 5.81% $24.17
 9.65%
2025 23
 776,630
 6.99% $23.12
 11.09%
2026 14
 642,015
 5.78% $13.86
 5.50%
Unconsolidated Joint Venture Centers (at the Company's pro rata share):          
2017 8
 81,013
 1.59% $33.25
 3.20%
2018 20
 308,128
 6.05% $16.35
 5.98%
2019 11
 202,221
 3.97% $25.16
 6.04%
2020 24
 901,156
 17.69% $11.83
 12.65%
2021 19
 268,669
 5.27% $18.01
 5.75%
2022 17
 571,611
 11.22% $8.55
 5.80%
2023 12
 220,042
 4.32% $21.91
 5.72%
2024 19
 264,001
 5.18% $34.00
 10.66%
2025 20
 926,165
 18.18% $13.53
 14.87%
2026 20
 384,418
 7.55% $24.33
 11.10%


(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, 57% 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 7.9% of the Company's total rents for the year ended December 31, 2016, excluding Cascade Mall and Northgate Mall.



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 Cascade Mall and Northgate Mall, at December 31, 2016.
Name 
Number of
Anchor
Stores
 
GLA Owned
by Anchor
 
GLA Leased
by Anchor
 
Total GLA
Occupied by
Anchor
Macy's Inc.        
Macy's(1) 37
 4,922,000
 1,931,000
 6,853,000
Bloomingdale's 2
 —
 355,000
 355,000
  39
 4,922,000
 2,286,000
 7,208,000
JCPenney 27
 1,744,000
 2,204,000
 3,948,000
Sears(1) 22
 811,000
 2,336,000
 3,147,000
Dillard's 14
 2,205,000
 257,000
 2,462,000
Nordstrom(1) 13
 739,000
 1,477,000
 2,216,000
Dick's Sporting Goods 15
 —
 952,000
 952,000
Forever 21 7
 155,000
 574,000
 729,000
Target 4
 304,000
 273,000
 577,000
The Bon-Ton Stores, Inc.  
  
    
Younkers 3
 —
 317,000
 317,000
Bon-Ton, The 1
 —
 71,000
 71,000
Herberger's 1
 188,000
 —
 188,000
  5
 188,000
 388,000
 576,000
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
Costco 2
 —
 321,000
 321,000
Burlington 3
 187,000
 127,000
 314,000
Kohl's 3
 89,000
 200,000
 289,000
Neiman Marcus 2
 —
 188,000
 188,000
Von Maur 2
 187,000
 —
 187,000
Walmart 1
 —
 173,000
 173,000
Century 21 2
 —
 171,000
 171,000
La Curacao 1
 —
 165,000
 165,000
Boscov's 1
 —
 161,000
 161,000
Belk 2
 —
 139,000
 139,000
Primark(2) 2
 —
 137,000
 137,000
BJ's Wholesale Club 1
 —
 123,000
 123,000
Lowe's 1
 —
 114,000
 114,000
Mercado de los Cielos 1
 —
 78,000
 78,000
L.L. Bean 1
 —
 75,000
 75,000
Best Buy 1
 66,000
 —
 66,000
Des Moines Area Community College 1
 64,000
 —
 64,000
Bealls 1
 —
 40,000
 40,000
Vacant Anchors(2)(3) 8
 —
 755,000
 755,000
  189
 11,782,000
 14,400,000
 26,182,000
Anchors at Centers not owned by the Company(4): 

 

 

 

Forever 21 2
 —
 154,000
 154,000
Kohl's 1
 —
 83,000
 83,000
Vacant Anchors(3) 1
 —
 41,000
 41,000
Total 193
 11,782,000
 14,678,000
 26,460,000



(1)The Anchor has announced its intention of closing one of the locations.
(2)The Company anticipates that Primark will open a store at Kings Plaza Shopping Center in 2018 in a portion of the space vacated by Sears.
(3)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 two of these vacant Anchor locations.
(4)The Company owns an office building and seven stores located at shopping centers not owned by the Company. Of these seven stores, two have been leased to Forever 21, one has been leased to Kohl's, one is vacant and three 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 $1.2 billion. Each Center has environmental insurance covering eligible third‑party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center, which has a $20 million ten-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.

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.
Supplemental Tax Disclosures - Updates to REIT Rules
The “Protecting Americans from Tax Hikes Act of 2015” (the “PATH Act”) was enacted on December 18, 2015 and contains several provisions pertaining to REIT qualification and taxation, which are briefly summarized below:
Prior to the PATH Act, no more than 25% of the value of the Company's assets may consist of stock or securities of one or more Taxable REIT Subsidiaries ("TRSs"). For taxable years beginning after December 31, 2017, the Act reduces this limit to 20%.
For purposes of the REIT asset tests, the PATH Act provides that debt instruments issued by publicly offered REITs will constitute “real estate assets.” However, unless such a debt instrument is secured by a mortgage or otherwise would have qualified as a real estate asset under prior law, (i) interest income and gain from such a debt instrument is not qualifying income for purposes of the 75% gross income test and (ii) all such debt instruments may represent no more than 25% of the value of the Company's total assets.
For taxable years beginning after December 31, 2015, certain obligations secured by a mortgage on both real property and personal property will be treated as a qualifying real estate asset and give rise to qualifying income for purposes of the names, ages75% gross income test if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property.
A 100% excise tax is imposed on “redetermined TRS service income,” which is income of a TRS attributable to services provided to, or on behalf of its associated REIT and which would otherwise be increased on distribution, apportionment, or allocation under Section 482 of the Code.
For distributions made in taxable years beginning after December 31, 2014, the preferential dividend rules no longer apply to the Company.
Additional exceptions to the rules under the Foreign Investment in Real Property Act (“FIRPTA”) were introduced for non-U.S. persons that constitute “qualified shareholders” (within the meaning of Section 897(k)(3) of the Code) or “qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code).
After February 16, 2016, the FIRPTA withholding rate under Section 1445 of the Code for dispositions of U.S. real property interests is increased from 10% to 15%.
The PATH Act increases from 5% to 10% the maximum stock ownership of the REIT that a non-U.S. shareholder may have held to avail itself of the FIRPTA exception for shares regularly traded on an established securities market.
For taxable years beginning after December 31, 2015, personal property shall be treated as a qualifying real estate asset for purposes of the 75% asset test to the extent rent attributable to such personal property is qualifying income under the 75% income test (though any gain attributable to such personal property would still be non-qualifying income for purposes of both the 75% and 95% income tests).
In addition, the IRS recently issued guidance delaying the imposition of withholding under FATCA to the gross proceeds from a disposition of property that can produce U.S. source interest or dividends. Such withholding will apply only to dispositions occurring after December 31, 2018.
Employees
As of December 31, 2016, the Company had approximately 851 employees, of which approximately 845 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 "Investors—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 "Investors—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



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);
increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space;
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 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 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, have gone out of business or have significantly reduced the number of their retail stores. We may be unable to re-let stores vacated as a result of voluntary closures or the bankruptcy of a tenant. Furthermore, certain department stores and other national retailers have experienced, and may continue to experience, decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. 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.
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.
Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on our results of operations, financial condition and cash flows.
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 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 $1.2 billion. Each Center has environmental insurance covering eligible third‑party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center has a $20 million ten-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.


Possible terrorist activity or other acts or threats of violence and threats to public safety could adversely affect our financial condition and results of operations.
Terrorist attacks and threats of terrorist attacks in the United States or other acts or threats of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties.
Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be reduced or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by such attacks and threats of attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts and threats might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.
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, 2016 was $7.6 billion (consisting of $5.0 billion of consolidated debt, less $0.2 billion attributable to noncontrolling interests, plus $2.8 billion of our pro rata share of unconsolidated joint venture mortgage notes and $60.0 million of our pro rata share of an unconsolidated joint venture term loan). Approximately $99.5 million of such indebtedness (at our pro rata share) matures in 2017 after giving effect to refinancing transactions and loan commitments that occurred after December 31, 2016 (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions and Financing Activity"). 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. Two 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 year each becamemanagement 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 25 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 officer.

adverse impact on us.
Name
 Age Position Officer
Since		 

Arthur M. Coppola

 63 Chairman of the Board of Directors and Chief Executive Officer  1993 

Dana K. Anderson

 80 Vice Chairman of the Board of Directors  1993 

Edward C. Coppola

 60 President  1993 

Thomas E. O'Hern

 59 Senior Executive Vice President, Chief Financial Officer and Treasurer  1993 

Thomas J. Leanse

 61 Senior Executive Vice President, Chief Legal Officer and Secretary  2012 

Robert D. Perlmutter

 53 Executive Vice President, Leasing  2012 

Randy L. Brant

 62 Executive Vice President, Real Estate  2001 

Eric V. Salo

 49 Executive Vice President  2000 

Biographical information concerning Messrs. A. Coppola, AndersonIn addition, we may lose our management and E. Coppola is set forth belowother 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 "Director Biographical Information."

Thomas E. O'Hern becameproperty partnerships or the Joint Venture Centers.    

Furthermore, the bankruptcy of one of the other investors in our Senior Executive Vice PresidentsJoint Venture Centers could materially and adversely affect the respective property or properties. Pursuant to the bankruptcy code, we could be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in September 2008most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Joint Venture Center has beenincurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our Chief Financial Officerultimate liability for a greater portion of those obligations than would otherwise be required.
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 Treasurer since July 1994. Mr. O'Hern was an Executive Vice Presidentlosses and payments of preferred returns. As a result, our actual economic interest (as distinct from December 1998our 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 September 2008the Operating Partnership, our ability to service our debt obligations and servedpay 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 Senior Vice President from March 1993REIT.
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 December 1998. Frommaintain our formationqualification as a REIT, not more than 50% in value of our outstanding stock (after taking into account certain options to July 1994, he servedacquire 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 Chief Accounting Officer, Treasurer and Secretary. From November 1984a 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 March 1993, Mr. O'Hern wasenhancing preservation of our status as a Chief Financial Officer at various real estate development companies. He was alsoREIT, the Ownership Limit may:
have the effect of delaying, deferring or preventing a certified public accountant with Arthur Andersen & Co. from 1978 through 1984. Mr. O'Hern is a memberchange in control of us or other transaction without the approval of our board of directors, even if the audit committee chairman,change in control or other transaction is in the best interests of our stockholders; and
limit the opportunity for our stockholders to receive a memberpremium 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 nominating and corporate governance committee and was formerlyOwnership Limit or otherwise effect a memberchange in control of the compensation committee of Douglas Emmett, Inc., a publicly traded REIT, and is a board member of several other non-profit philanthropic and academic organizations.

Thomas J. Leanse joined our Company on September 1, 2012 as one of our Senior Executive Vice Presidents, and has been our Chief Legal Officer and Secretary since October 1, 2012. Prior to joining our Company, Mr. Leanse was a partner at Katten Muchin Rosenman LLP from 1992 through 2012, where he specialized in the shopping center industry, representing various developers, in addition to acting as amicus curiae for the International Council of Shopping Centers. Mr. Leanse received his JD from the University of San Diego School of Law in 1978, after graduating from UC San Diego in 1975 with a BA in Political Science and a minor in Economics. He was a partner in the Los Angeles office of Pepper Hamilton & Scheetz from 1987 to 1992, and an associate and then partner at the Long Beach office of Ball, Hunt, Hart, Brown and Baerwitz. Prior to that he was employed in Chicago, Illinois at the office of the Trust Counsel for Harris Bank and was also an Assistant State's Attorney in the Cook County State's Attorney's Office. Mr. Leanse has also acted as General Counsel to the US Ski Association and the US Ski Team. Mr. Leanse is on the Board of Directors of Cedars Sinai Medical Center and was an officer of the Pacific Southwest Region of the Anti-Defamation League.

Robert D. Perlmutter joined our Company as Executive Vice President of Leasing in April 2012, directing specialty store retail leasing. Mr. Perlmutter was the managing member of Davis Street Land Company, a privately-held real estate company focused on the management, development and ownership of upscale shopping centers from 1998 until March 2012. He was the Chief Executive Officer of Heitman Retail Properties, where he supervised overall operations and growth of its retail holdings from 1990 to 1998. Mr. Perlmutter is a member of theus.

Our board of trustees of Chatham Lodging Trust, a publicly traded REIT which investsdirectors, in upscale extended-stay hotelsits sole discretion, may waive or modify (subject to limitations and premium-branded select-service hotels. In addition, he is a member ofupon any conditions as it may direct) the International Council of Shopping Centers.


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Randy L. Brant joined our Company in 2001 as our Senior Vice President of Development Leasing and was appointed our Executive Vice President of Real Estate in December 2007 and oversees our development operations. He has over 34 years of experience in the retail industry, specializing in upscale and entertainment-driven retail developments. Before joining our Company, he was President of Gordon/Brant, LLC, an international developer specializing in entertainment-oriented retail centers known for creating the first two phases of The Forum Shops at Caesar's Palace. Mr. Brant also previously served as Vice President of Real Estate for Simon Property Group and Vice President of Leasing for Forest City Enterprises. Mr. Brant began his career with the Ernest Hahn Company, where he was manager of shopping centers and went on to become Vice President of Leasing for the company.

Eric V. Salo was appointed Executive Vice President in February 2011 and directs the areas of asset management, property management, business development and marketing. Mr. Salo joined our Company in 1987 working in the acquisitions group, served as our Senior Vice President of Strategic Planning from August 2000 to November 2005, then as a Senior Vice President of Asset Management from November 2005 to February 2011, overseeing our Company's joint venture partner relationships, real estate portfolio performance and ancillary revenue programs. Mr. Salo served as board chairman of the Cancer Support Community—West Los Angeles, a non-profit organization providing cancer support and education from January 2009 to June 2012. In addition, Mr. Salo is a member of the International Council of Shopping Centers and directs a tuition assistance program through The Seattle Foundation.


Directors

The following provides certain biographical informationOwnership 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 holders of some, or a majority, of our shares 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 our directors as well as the specific experience, qualifications, attributes and skills that led our Board to conclude that each director should serve asconsider a membervariety of our Board of Directors. Each director has served continuously since elected.


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CLASS I DIRECTORS
(TERMS EXPIRING 2015)

Douglas D. Abbey
        Independent Director

    Term Expires 2015

    Director Since:2010
    Age:65
    Board Committees:Audit; Nominating and Corporate Governance

    Principal Occupation and Business Experience:

      Mr. Abbey is a member of the board of IHP Capital Partners, an investment firm he co-founded in 1992, which provides capital to the home building and land development industry. He is also a Co-Founder of AMB Property Corporation where he worked in various capacities during a 22 year career from 1983 to 2005. Mr. Abbey has more than 38 years of experience in commercial and residential real estate investment and development. In addition, he is a member of the board of directors of Pacific Mutual Holding Company and Pacific LifeCorp, the parent companies of Pacific Life Insurance Company, serving on the compensation and investment committees. From September 23, 2009 to April 29, 2014, Mr. Abbey was a member of the board of directors of Apollo Commercial Real Estate Finance, Inc. On July 1, 2013, Mr. Abbey was appointed chairman of Swift Real Estate Partners.

      Mr. Abbey is also a member of the board of Bridge Housing Corporation, a non-profit affordable housing developer based in California, serves on the real estate committee of the University of California San Francisco Foundation and is a lecturer in finance at the Stanford Graduate School of Business. Mr. Abbey formerly served as a trustee and was the past vice chairman of the Urban Land Institute.

    Key Qualifications, Experience and Attributes:

      Mr. Abbey brings to our Board not only the leadership expertise and unique perspective gained from co-founding IHP Capital Partners and AMB Property Corporation, but also substantial executive experience from his various positions at AMB Property Corporation. Mr. Abbey has extensive knowledge in the areas of commercial and residential real estate investment and development which allows him to bring a wealth of knowledge and experience to Board deliberations. His experience on the boards of other public and private companies further augments his range of knowledge.

Dana K. Anderson
        Director

    Term Expires 2015

    Director Since:1994
    Age:80

    Principal Occupation and Business Experience:

      Mr. Anderson has been Vice Chairman of our Board of Directors since our formation. In addition, Mr. Anderson served as our Chief Operating Officer from our formation until December 1997. Mr. Anderson is one of our Company's founders and has been with The Macerich Group or our Company since 1966. He has 50 years of shopping center experience with The Macerich Group and our Company and over 53 years of experience in the real estate industry.

    Key Qualifications, Experience and Attributes:

      Mr. Anderson's long standing history with our Company and his understanding of our operations and growth throughout the years provide an important perspective to our Board. This institutional knowledge is complemented by his substantial experience in the real estate industry, specificallyfactors with respect to leasinga proposed business combination or other change of control transaction;

the authority of our directors to classify or reclassify unissued shares and operational matters.

cause the Company to issue shares of one or more classes or series of common stock or preferred stock;
the authority of our directors to create and cause the Company to issue rights entitling the holders thereof to purchase shares of stock or other securities from us; and
limitations on the amendment of our Charter and bylaws, the change in control of us, and the liability of our directors and officers.

Table of Contents

Stanley A. Moore
        Independent Director

    Term Expires 2015

    Director Since:1994
    Age:76
    Board Committees:Compensation; Nominating

    In addition, the Maryland General Corporation Law prohibits business combinations between a Maryland corporation and Corporate Governance
    Other Public Company Boards:Industrial Income Trust, Inc.

    Principal Occupation and Business Experience:

      Mr. Moore is Chairmanan interested stockholder (which includes any person who beneficially holds 10% or more of the Board and co-founder of Overton Moore Properties and served as its chief executive officer from 1973 through March 2011. Mr. Moore has been a director of Overton Moore Properties (or its predecessor) since 1973. Overton Moore Properties, which develops, owns and manages office, industrial and mixed use space, is onevoting power of the top commercial real estate development firmscorporation'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 Los Angeles County. In addition, he is a memberquestion) 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 chairmantwo 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 through the Operating Partnership and joint ventures. 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
    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, interest and penalties 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 do not qualify for a statutory safe harbor if such assets 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.
    We may face risks in connection with Section 1031 Exchanges.
    If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.
    If our Operating Partnership fails to maintain its status as a partnership for tax purposes, we would face adverse tax consequences.
    We intend to maintain the status of the Operating Partnership as a partnership for federal income tax purposes. However, if the Internal Revenue Service were to successfully challenge the status of the Operating Partnership as an entity taxable as a partnership, the Operating Partnership would be taxable as a corporation. This would reduce the amount of distributions that the Operating Partnership could make to us. This could also result in our losing REIT status, and becoming subject to a corporate level tax on our income. This would substantially reduce the cash available to us to make distributions and the return on your investment. In addition, if any of the partnerships or limited liability companies through which the Operating Partnership owns its property, in whole or in part, loses its characterization as a partnership or disregarded entity for federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the Operating Partnership. Such a recharacterization of an underlying entity could also threaten our ability to maintain REIT status.

    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. In addition, according to publicly released statements, a top legislative priority of the Trump administration and the current Congress may be significant reform of the Code, including significant changes to taxation of business entities and the deductibility of interest expense. There is a substantial lack of clarity around the likelihood, timing and details of any such tax reform and the impact of any potential tax reform on our business and on the price of our common stock.
    ITEM 1B.    UNRESOLVED STAFF COMMENTS
    None.


    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, 2016, excluding Cascade Mall and Northgate Mall, which were sold on January 18, 2017.
    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) 
      CONSOLIDATED CENTERS:           
    1 50.1% Chandler Fashion Center 2001/2002 - 1,319,000
    		 634,000
    		 95.2% Dillard's, Macy's, Nordstrom Sears 
       Chandler, Arizona              
    2 100% Danbury Fair Mall 1986/2005 2016 1,269,000
    		 524,000
    		 95.9% JCPenney, Macy's Dick's Sporting Goods, Forever 21, Lord & Taylor, Primark, Sears 
        Danbury, Connecticut             
    3 100% Desert Sky Mall 1981/2002 2007 890,000
    		 279,000
    		 97.5% Burlington, Dillard's, Sears La Curacao, Mercado de los Cielos 
        Phoenix, Arizona             
    4 100% Eastland Mall(4) 1978/1998 1996 1,044,000
    		 555,000
    		 96.3% Dillard's, Macy's JCPenney 
        Evansville, Indiana             
    5 100% Fashion Outlets of Chicago 2013/— - 538,000
    		 538,000
    		 97.7% — — 
        Rosemont, Illinois               
    6 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 686,000
    		 686,000
    		 92.9% — — 
        Niagara Falls, New York               
    7 50.1% Freehold Raceway Mall 1990/2005 2007 1,674,000
    		 776,000
    		 97.8% JCPenney, Lord & Taylor, Macy's, Nordstrom Dick's Sporting Goods, Primark, Sears 
        Freehold, New Jersey             
    8 100% Fresno Fashion Fair 1970/1996 2006 963,000
    		 403,000
    		 95.6% Macy's Forever 21, JCPenney, Macy's 
        Fresno, California             
    9 100% Green Acres Mall(4) 1956/2013 2016 2,089,000
    		 901,000
    		 93.5% — BJ's Wholesale Club, Dick's Sporting Goods, Century 21, JCPenney, Kohl's, Macy's (two), Sears, Walmart 
        Valley Stream, New York              
    10 100% Inland Center(4) 1966/2004 2016 866,000
    		 204,000
    		 98.1% Macy's, Sears Forever 21, JCPenney 
        San Bernardino, California             
    11 100% Kings Plaza Shopping Center(4)(5)(6) 1971/2012 2002 1,189,000
    		 460,000
    		 95.2% Macy's Lowe's 
        Brooklyn, New York             
    12 100% La Cumbre Plaza(4) 1967/2004 1989 491,000
    		 174,000
    		 85.2% Macy's Sears 
        Santa Barbara, California             
    13 100% NorthPark Mall 1973/1998 2001 1,035,000
    		 385,000
    		 87.7% Dillard's, JCPenney, Sears, Von Maur Younkers 
        Davenport, Iowa             
    14 100% Oaks, The 1978/2002 2009 1,191,000
    		 589,000
    		 95.6% JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom 
        Thousand Oaks, California             
    15 100% Pacific View 1965/1996 2001 1,021,000
    		 372,000
    		 94.5% JCPenney, Sears, Target Macy's 
        Ventura, California             
    16 100% Queens Center(4) 1973/1995 2004 963,000
    		 407,000
    		 98.5% JCPenney, Macy's — 
        Queens, New York              
    17 100% Santa Monica Place 1980/1999 2015 517,000
    		 294,000
    		 86.5% — Bloomingdale's, Nordstrom 
        Santa Monica, California              
    18 84.9% SanTan Village Regional Center 2007/— 2009 1,057,000
    		 650,000
    		 97.5% Dillard's, Macy's Dick's Sporting Goods 
        Gilbert, Arizona             

    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) 
    19 100% SouthPark Mall 1974/1998 2015 862,000
    		 348,000
    		 83.1% Dillard's, Von Maur Dick's Sporting Goods, JCPenney, Younkers 
        Moline, Illinois             
    20 100% Stonewood Center(4) 1953/1997 1991 932,000
    		 359,000
    		 94.0% — JCPenney, Kohl's, Macy's, Sears 
        Downey, California              
    21 100% Superstition Springs Center(5) 1990/2002 2002 1,040,000
    		 388,000
    		 92.9% Dillard's, JCPenney, Macy's, Sears — 
        Mesa, Arizona             
    22 100% Towne Mall 1985/2005 1989 350,000
    		 179,000
    		 87.2% — Belk, JCPenney, Sears 
        Elizabethtown, Kentucky              
    23 100% Tucson La Encantada 2002/2002 2005 243,000
    		 243,000
    		 94.6% — — 
        Tucson, Arizona               
    24 100% Valley Mall 1978/1998 1992 505,000
    		 190,000
    		 99.0% Target Belk, Dick's Sporting Goods, JCPenney 
        Harrisonburg, Virginia             
    25 100% Valley River Center(5) 1969/2006 2007 921,000
    		 344,000
    		 99.0% Macy's JCPenney 
        Eugene, Oregon             
    26 100% Victor Valley, Mall of 1986/2004 2012 577,000
    		 254,000
    		 97.8% Macy's Dick's Sporting Goods, JCPenney, Sears 
        Victorville, California             
    27 100% Vintage Faire Mall 1977/1996 2008 1,140,000
    		 406,000
    		 95.4% Forever 21, Macy's Dick's Sporting Goods, JCPenney, Macy's, Sears 
        Modesto, California             
    28 100% Wilton Mall 1990/2005 1998 737,000
    		 452,000
    		 97.1% JCPenney Bon-Ton, Dick's Sporting Goods, Sears 
        Saratoga Springs, New York             
        Total Consolidated Centers   26,109,000
    		 11,994,000
    		 94.8%     
      UNCONSOLIDATED JOINT VENTURE CENTERS:           
    29 60% Arrowhead Towne Center 1993/2002 2015 1,197,000
    		 389,000
    		 94.7% Dillard's, JCPenney, Macy's Dick's Sporting Goods, Forever 21, Sears 
        Glendale, Arizona             
    30 50% Biltmore Fashion Park 1963/2003 2006 517,000
    		 212,000
    		 98.4% — Macy's, Saks Fifth Avenue 
        Phoenix, Arizona              
    31 50.1% Corte Madera, The Village at 1985/1998 2005 461,000
    		 224,000
    		 90.1% Macy's, Nordstrom — 
        Corte Madera, California              
    32 50% Country Club Plaza 1922/2016 2015 1,004,000
    		 1,004,000
    		 n/a
    		 — — 
        Kansas City, Missouri               
    33 51% Deptford Mall 1975/2006 1990 1,039,000
    		 342,000
    		 95.3% JCPenney, Macy's Boscov's, Sears 
        Deptford, New Jersey             
    34 51% FlatIron Crossing 2000/2002 2009 1,431,000
    		 787,000
    		 95.1% Dillard's, Macy's, Nordstrom Dick's Sporting Goods 
        Broomfield, Colorado             
    35 50% Kierland Commons 1999/2005 2003 436,000
    		 436,000
    		 97.6% — — 
        Scottsdale, Arizona               
    36 60% Lakewood Center(5) 1953/1975 2008 2,064,000
    		 956,000
    		 98.3% — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target 
        Lakewood, California              
    37 60% Los Cerritos Center(4) 1971/1999 2016 1,298,000
    		 538,000
    		 94.9% Macy's, Nordstrom Dick's Sporting Goods, Forever 21, Sears 
        Cerritos, California             
    38 50% North Bridge, The Shops at(4) 1998/2008 - 671,000
    		 411,000
    		 99.3% — Nordstrom 
        Chicago, Illinois              
    39 50% Scottsdale Fashion Square(5) 1961/2002 2015 1,812,000
    		 791,000
    		 96.4% Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom 
        Scottsdale, Arizona             
    40 60% South Plains Mall 1972/1998 2016 1,127,000
    		 469,000
    		 90.1% — Bealls, Dillard's (two), JCPenney, Sears 
        Lubbock, Texas             
    41 51% Twenty Ninth Street(4) 1963/1979 2007 847,000
    		 555,000
    		 98.1% Macy's Home Depot 
        Boulder, Colorado             

    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) 
    42 50% Tysons Corner Center 1968/2005 2014 1,974,000
    		 1,089,000
    		 98.4% — Bloomingdale's, L.L. Bean, Lord & Taylor, Macy's, Nordstrom 
        Tysons Corner, Virginia              
    43 60% Washington Square 1974/1999 2005 1,440,000
    		 505,000
    		 99.5% Macy's Dick's Sporting Goods, JCPenney, Nordstrom, Sears 
        Portland, Oregon             
    44 19% West Acres 1972/1986 2001 971,000
    		 418,000
    		 98.9% Herberger's, Macy's JCPenney, Sears(7) 
        Fargo, North Dakota             
        Total Unconsolidated Joint Ventures 18,289,000
    		 9,126,000
    		 96.2%     
      REGIONAL SHOPPING CENTERS UNDER REDEVELOPMENT           
    45 50% Broadway Plaza(4)(8) 1951/1985 2016 923,000
    		 375,000
    		 (9)
    		 Macy's Neiman Marcus, Nordstrom 
        Walnut Creek, California             
    46 50% Fashion Outlets of Philadelphia(8) 1977/2014 ongoing 850,000
    		 624,000
    		 (9)
    		 — Burlington, Century 21 
        Philadelphia, Pennsylvania              
    47 100% Paradise Valley Mall(10) 1979/2002 2009 1,203,000
    		 424,000
    		 (9)
    		 Dillard's, JCPenney, Macy's Costco, Sears 
        Phoenix, Arizona             
    48 100% Westside Pavilion(10) 1985/1998 2007 755,000
    		 397,000
    		 (9)
    		 Macy's(7) Nordstrom(7) 
        Los Angeles, California             
    48   Total Regional Shopping Centers 48,129,000
    		 22,940,000
    		 95.4%     
      COMMUNITY/POWER SHOPPING CENTERS           
    1 50% Atlas Park, The Shops at(8) 2006/2011 2013 371,000
    		 371,000
    		 76.6% — — 
        Queens, New York               
    2 50% Boulevard Shops(8) 2001/2002 2004 185,000
    		 185,000
    		 98.2% — — 
        Chandler, Arizona               
    3 Various Estrella Falls, The Market at(8) 2009/— 2016 355,000
    		 355,000
    		 97.6% — — 
        Goodyear, Arizona               
    4 89.4% Promenade at Casa Grande(5)(10) 2007/— 2009 761,000
    		 431,000
    		 92.9% Dillard's, JCPenney, Kohl's — 
        Casa Grande, Arizona              
    5 100% Southridge Center(5)(10) 1975/1998 2013 823,000
    		 434,000
    		 81.6% Des Moines Area Community College Target, Younkers 
        Des Moines, Iowa             
    6 100.0% Superstition Springs Power Center(10) 1990/2002 - 206,000
    		 53,000
    		 100.0% Best Buy, Burlington — 
        Mesa, Arizona              
    7 100% The Marketplace at Flagstaff(4)(10) 2007/— - 268,000
    		 147,000
    		 100.0% — Home Depot 
        Flagstaff, Arizona              
    7   Total Community/Power Shopping Centers 2,969,000
    		 1,976,000
    		       
    55   Total before Other Assets 51,098,000
    		 24,916,000
    		       
      OTHER ASSETS:           
      100% Various(10)(11)     447,000
    		 169,000
    		 100.0% — Forever 21, Kohl's 
      100% 500 North Michigan Avenue(10) 
    		 
    		 326,000
    		 —
    		 — — — 
        Chicago, Illinois               
      50% Valencia Place at Country Club Plaza(8)     242,000
    		 —
    		 — — — 
        Kansas City, Missouri               
      50% Fashion Outlets of Philadelphia-Office(8) 
    		 
    		 526,000
    		 —
    		 — — — 
        Philadelphia, Pennsylvania               
      50% Scottsdale Fashion Square-Office(8)     123,000
    		 —
    		 — — — 
        Scottsdale, Arizona               
                        

    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) 
      50% Tysons Corner Center-Office(8)     174,000
    		 —
    		 — — — 
        Tysons Corner, Virginia               
      50% Hyatt Regency Tysons Corner Center(8)     290,000
    		 —
    		 — — — 
        Tysons Corner, Virginia               
      50% VITA Tysons Corner Center(8)     510,000
    		 —
    		 — — — 
        Tysons Corner, Virginia               
      50% Tysons Tower(8)     528,000
    		 —
    		 — — — 
        Tysons Corner, Virginia               
        Total Other Assets 3,166,000
    		 169,000
    		       
        Grand Total 54,264,000
    		 25,085,000
    		       
    ________________________
    (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 43 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 12 Centers, portions of the underlying land controlled by the Company are 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 2017 to 2098.
    (3)Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2016. “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)Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
    (5)These Centers have vacant Anchor locations. 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 two of these vacant Anchor locations.
    (6)The Company anticipates that Primark will open a store at Kings Plaza Shopping Center in 2018.
    (7)The anchor tenant has announced its intent to close this location.
    (8)Included in Unconsolidated Joint Venture Centers.
    (9)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 at this redevelopment property is not meaningful data.
    (10)Included in Consolidated Centers.
    (11)The Company owns an office building and seven stores located at shopping centers not owned by the Company. Of the seven stores, two have been leased to Forever 21, one has been leased to Kohl's, one is vacant and three have been leased for non-Anchor usage. With respect to the office building and four of the seven 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.

    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, 2016 (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:              
    Chandler Fashion Center(5) Fixed $199,833
    		 3.77% $7,500
    		 7/1/19 $200,000
    		 Any Time
    Danbury Fair Mall(6) Fixed 215,857
    		 5.53% 18,456
    		 10/1/20 188,854
    		 Any Time
    Fashion Outlets of Chicago(7) Floating 198,966
    		 2.43% 4,536
    		 3/31/20 200,000
    		 Any Time
    Fashion Outlets of Niagara Falls USA Fixed 115,762
    		 4.89% 8,724
    		 10/6/20 103,810
    		 Any Time
    Freehold Raceway Mall(5) Fixed 220,643
    		 4.20% 13,584
    		 1/1/18 216,258
    		 Any Time
    Fresno Fashion Fair(8) Fixed 323,062
    		 3.67% 11,652
    		 11/1/26 325,000
    		 2/28/19
    Green Acres Mall Fixed 297,798
    		 3.61% 17,364
    		 2/3/21 269,922
    		 Any Time
    Kings Plaza Shopping Center Fixed 456,958
    		 3.67% 26,748
    		 12/3/19 427,423
    		 Any Time
    Northgate Mall(9) Floating 63,434
    		 3.50% 2,472
    		 3/1/17 63,350
    		 Any Time
    Oaks, The Fixed 201,235
    		 4.14% 12,768
    		 6/5/22 174,433
    		 Any Time
    Pacific View Fixed 127,311
    		 4.08% 8,016
    		 4/1/22 110,597
    		 4/12/2017
    Queens Center Fixed 600,000
    		 3.49% 20,928
    		 1/1/25 600,000
    		 Any Time
    Santa Monica Place Fixed 219,564
    		 2.99% 12,048
    		 1/3/18 214,118
    		 Any Time
    SanTan Village Regional Center Fixed 127,724
    		 3.14% 7,068
    		 6/1/19 120,238
    		 Any Time
    Stonewood Center Fixed 99,520
    		 1.80% 7,680
    		 11/1/17 94,471
    		 Any Time
    Towne Mall Fixed 21,570
    		 4.48% 1,404
    		 11/1/22 18,886
    		 Any Time
    Tucson La Encantada(10) Fixed 68,513
    		 4.23% 4,416
    		 3/1/22 59,788
    		 Any Time
    Victor Valley, Mall of Fixed 114,559
    		 4.00% 4,560
    		 9/1/24 115,000
    		 Any Time
    Vintage Faire Mall Fixed 269,228
    		 3.55% 15,072
    		 3/6/26 210,825
    		 3/26/2017
    Westside Pavilion Fixed 143,881
    		 4.49% 9,396
    		 10/1/22 125,489
    		 Any Time
        $4,085,418
    		  
    		  
    		    
    		  

    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):              
    Arrowhead Towne Center(60.0%)(11) Fixed $240,000
    		 4.05% $9,720
    		 2/1/28 $212,719
    		 2/1/22
    Atlas Park, The Shops at(50.0%)(12) Floating 23,665
    		 2.98% 602
    		 10/28/20 24,651
    		 Any Time
    Boulevard Shops(50.0%)(13) Floating 9,557
    		 2.50% 417
    		 12/16/18 9,133
    		 Any Time
    Corte Madera, The Village at(50.1%)(14) Fixed 112,327
    		 3.53% 3,945
    		 9/1/28 98,753
    		 9/30/19
    Country Club Plaza(50.0%)(15) Fixed 159,561
    		 3.88% 6,160
    		 4/1/26 137,525
    		 4/1/21
    Deptford Mall(51.0%)(16) Fixed 97,762
    		 3.55% 5,795
    		 4/3/23 81,750
    		 Any Time
    Estrella Falls, The Market at(40.1%)(17) Floating 10,325
    		 2.60% 330
    		 2/5/20 10,087
    		 Any Time
    FlatIron Crossing(51.0%)(16) Fixed 131,361
    		 2.81% 8,525
    		 1/5/21 110,538
    		 Any Time
    Kierland Commons(50.0%)(18) Floating 65,273
    		 2.78% 2,502
    		 1/2/18 64,281
    		 Any Time
    Lakewood Center(60.0%) Fixed 225,655
    		 4.15% 13,144
    		 6/1/26 185,306
    		 8/6/17
    Los Cerritos Center(60.0%) Fixed 315,000
    		 4.00% 12,600
    		 11/1/27 278,711
    		 11/1/21
    North Bridge, The Shops at(50.0%)(19) Fixed 186,882
    		 3.71% 6,900
    		 6/1/28 159,785
    		 Any Time
    Scottsdale Fashion Square(50.0%) Fixed 241,581
    		 3.02% 13,281
    		 4/3/23 201,331
    		 Any Time
    South Plains Mall(60.0%) Fixed 120,000
    		 4.22% 5,065
    		 11/6/25 120,000
    		 3/6/18
    Twenty Ninth Street(51.0%)(20) Fixed 76,500
    		 4.10% 3,137
    		 2/6/26 76,500
    		 6/7/18
    Tysons Corner Center(50.0%)(21) Fixed 398,795
    		 4.13% 24,643
    		 1/1/24 333,233
    		 Any Time
    Washington Square(60.0%) Fixed 330,000
    		 3.65% 12,045
    		 11/1/22 311,863
    		 11/1/18
    West Acres(19.0%)(22) Fixed 10,213
    		 6.41% 1,069
    		 2/1/17 10,179
    		 Any Time
        $2,754,457
    		  
    		  
    		    
    		  


    (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, 2016 consisted of the following:
    Property Pledged as Collateral 
    Consolidated Centers 
    Fashion Outlets of Niagara Falls USA$3,558
    Stonewood Center2,349
     $5,907
    Unconsolidated Joint Venture Center (at Company's Pro Rata Share) 
    Deptford Mall$977
    FlatIron Crossing5,030
    Lakewood Center(13,333)
     $(7,326)
    The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs at December 31, 2016 were $12,716 for Consolidated Centers and $4,151 for Unconsolidated Joint Ventures (at Company's pro rata share).
    (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 loan bears interest at LIBOR plus 1.50%.
    (8)On October 6, 2016, the Company placed a $325,000 loan on the property that bears interest at an effective rate of 3.67% and matures on November 1, 2026.
    (9)On January 18, 2017, the Company paid off the loan in full in connection with the sale of the underlying property (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
    (10)NML is the lender of this loan.
    (11)On January 6, 2016, the Company replaced the existing loan on the property with a new $400,000 loan that bears interest at an effective rate of 4.05% and matures on February 1, 2028. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the underlying property (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
    (12)The loan bears interest at LIBOR plus 2.25%.
    (13)The loan bears interest at LIBOR plus 1.75%.
    (14)On August 5, 2016, the Company’s joint venture in The Village at Corte Madera replaced the existing loan on the property with a new $225,000 loan that bears interest at an effective rate of 3.53% and matures on September 1, 2028.
    (15)On March 28, 2016, the Company's joint venture in Country Club Plaza placed a $320,000 loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026.
    (16)On January 14, 2016, a 49% interest in the loan was assumed by a third party in connection with the sale of a 49% ownership interest in the MAC Heitman Portfolio (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
    (17)The loan bears interest at LIBOR plus 1.70%.
    (18)The loan bears interest at LIBOR plus 1.9%. On February 2, 2017, the Company's joint venture in Kierland Commons entered into a loan commitment with a lender to replace this loan with a new $225.0 million loan on the property. The new 3.95% ten-year loan is expected to close in March 2017.
    (19)On May 27, 2016, the Company's joint venture in The Shops at North Bridge replaced the existing loan on the property with a new $375,000 loan that bears interest at an effective rate of 3.71% and matures on June 1, 2028.
    (20)On January 14, 2016, the Company placed a $150,000 loan on the property that bears interest at an effective rate of 4.10% and matures on February 6, 2026. Concurrently, a 49% interest in the loan was assumed by a third party in connection with the sale of a 49% ownership interest in the MAC Heitman Portfolio.
    (21)NML is the lender of 33.3% of the loan.
    (22)On February 1, 2017, the Company's joint venture in West Acres replaced the existing loan on the property with a new $80.0 million loan that bears interest at 4.61% and matures on March 1, 2032. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
    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.

    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 2016, the Company's shares traded at a high of $94.51 and a low of $66.00.
    As of February 21, 2017, there were approximately 540 stockholders of record. The following table shows high and low sales prices per share of common stock during each quarter in 2016 and 2015 and dividends per share of common stock declared and paid by the Company during each quarter:
      
    Market Quotation
    Per Share
    		    
      Dividends (1)
    Quarter Ended High Low Declared Paid
    March 31, 2016 $82.88
    		 $72.99
    		 $0.68
    		 $2.68
    June 30, 2016 $85.39
    		 $71.82
    		 $0.68
    		 $0.68
    September 30, 2016 $94.51
    		 $78.76
    		 $0.68
    		 $0.68
    December 31, 2016 $80.54
    		 $66.00
    		 $0.71
    		 $0.71
    March 31, 2015 $95.93
    		 $81.61
    		 $0.65
    		 $0.65
    June 30, 2015 $86.31
    		 $74.51
    		 $0.65
    		 $0.65
    September 30, 2015 $81.52
    		 $71.98
    		 $0.65
    		 $0.65
    December 31, 2015 $86.29
    		 $74.55
    		 $4.68
    		 $2.68


    (1)The dividends declared for the quarter ended December 31, 2015 include a special dividend/distribution of $2.00 per share of common stock and per OP Unit that was paid on January 6, 2016 (See "Item 1. Business—Recent Developments—Other Transactions and Events").
    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 2016 and 2015 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 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, 2011 through December 31, 2016, 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 committeein each of the Company's common stock and nominatingthe indices was $100 at the close of the market on December 31, 2011.
    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.

    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© 2017 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
      12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16
    The Macerich Company $100.00
    		 $119.75
    		 $125.74
    		 $185.00
    		 $194.36
    		 $176.93
    S&P 500 Index 100.00
    		 116.00
    		 153.58
    		 174.60
    		 177.01
    		 198.18
    S&P Midcap 400 Index 100.00
    		 117.88
    		 157.37
    		 172.74
    		 168.98
    		 204.03
    FTSE NAREIT All Equity REITs Index 100.00
    		 119.70
    		 123.12
    		 157.63
    		 162.08
    		 176.07
    Recent Sales of Unregistered Securities
    During the fourth quarter of 2016, the Company, as general partner of the Operating Partnership, issued an aggregate of 65,000 shares of common stock to limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership, as follows: 58,000 shares on November 30, 2016, 2,500 shares on December 12, 2016, 2,500 shares on December 15, 2016, and 2,000 shares on December 22, 2016.
                In each case, the issuance of the shares of common stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
    Issuer Purchases of Equity Securities
    None.


    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,
     2016 2015 2014 2013 2012
    OPERATING DATA:         
    Revenues:         
    Minimum rents (1)$616,295
    		 $759,603
    		 $633,571
    		 $578,113
    		 $447,321
    Percentage rents20,902
    		 25,693
    		 24,350
    		 23,156
    		 21,388
    Tenant recoveries305,282
    		 415,129
    		 361,119
    		 337,772
    		 247,593
    Other59,328
    		 61,470
    		 52,226
    		 50,242
    		 39,980
    Management Companies39,464
    		 26,254
    		 33,981
    		 40,192
    		 41,235
    Total revenues1,041,271
    		 1,288,149
    		 1,105,247
    		 1,029,475
    		 797,517
    Expenses:         
    Shopping center and operating expenses307,623
    		 379,815
    		 353,505
    		 329,795
    		 251,923
    Management Companies' operating expenses98,323
    		 92,340
    		 88,424
    		 93,461
    		 85,610
    REIT general and administrative expenses28,217
    		 29,870
    		 29,412
    		 27,772
    		 20,412
    Costs related to unsolicited takeover offer (2)—
    		 25,204
    		 —
    		 —
    		 —
    Depreciation and amortization348,488
    		 464,472
    		 378,716
    		 357,165
    		 277,621
    Interest expense163,675
    		 211,943
    		 190,689
    		 197,247
    		 164,392
    (Gain) loss on early extinguishment of debt, net (3)(1,709) (1,487) 9,551
    		 (1,432) —
    Total expenses944,617
    		 1,202,157
    		 1,050,297
    		 1,004,008
    		 799,958
    Equity in income of unconsolidated joint ventures (4)56,941
    		 45,164
    		 60,626
    		 167,580
    		 79,281
    Co-venture expense(13,382) (11,804) (9,490) (8,864) (6,523)
    Income tax (expense) benefit (5)(722) 3,223
    		 4,269
    		 1,692
    		 4,159
    Gain (loss) on sale or write down of assets, net (6)415,348
    		 378,248
    		 73,440
    		 (78,057) 28,734
    Gain on remeasurement of assets (7)—
    		 22,089
    		 1,423,136
    		 51,205
    		 199,956
    Income from continuing operations554,839
    		 522,912
    		 1,606,931
    		 159,023
    		 303,166
    Discontinued operations: (8)         
    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 income554,839
    		 522,912
    		 1,606,931
    		 448,959
    		 366,389
    Less net income attributable to noncontrolling interests37,844
    		 35,350
    		 107,889
    		 28,869
    		 28,963
    Net income attributable to the Company$516,995
    		 $487,562
    		 $1,499,042
    		 $420,090
    		 $337,426
    Earnings per common share ("EPS") attributable to the Company—basic:         
    Income from continuing operations$3.52
    		 $3.08
    		 $10.46
    		 $1.07
    		 $2.07
    Discontinued operations—
    		 —
    		 —
    		 1.94
    		 0.44
    Net income attributable to common stockholders$3.52
    		 $3.08
    		 $10.46
    		 $3.01
    		 $2.51
    EPS attributable to the Company—diluted: (9)(10)         
    Income from continuing operations$3.52
    		 $3.08
    		 $10.45
    		 $1.06
    		 $2.07
    Discontinued operations—
    		 —
    		 —
    		 1.94
    		 0.44
    Net income attributable to common stockholders$3.52
    		 $3.08
    		 $10.45
    		 $3.00
    		 $2.51

     As of December 31,
     2016 2015 2014 2013 2012
    BALANCE SHEET DATA:         
    Investment in real estate (before accumulated depreciation)$9,209,211
    		 $10,689,656
    		 $12,777,882
    		 $9,181,338
    		 $9,012,706
    Total assets$9,958,148
    		 $11,235,584
    		 $13,094,948
    		 $9,038,972
    		 $9,280,997
    Total mortgage and notes payable$4,965,900
    		 $5,260,750
    		 $6,265,570
    		 $4,546,449
    		 $5,231,158
    Equity (11)$4,427,168
    		 $5,071,239
    		 $6,039,849
    		 $3,718,717
    		 $3,416,251
    OTHER DATA:         
    Funds from operations ("FFO")—diluted (12)$642,304
    		 $642,268
    		 $542,754
    		 $527,574
    		 $577,862
    Cash flows provided by (used in):         
    Operating activities$417,506
    		 $540,377
    		 $400,706
    		 $422,035
    		 $351,296
    Investing activities$443,113
    		 $(101,024) $(255,791) $271,867
    		 $(963,374)
    Financing activities$(853,083) $(437,750) $(129,723) $(689,980) $610,623
    Number of Centers at year end57
    		 58
    		 60
    		 64
    		 70
    Regional Shopping Centers portfolio occupancy (13)95.4% 96.1% 95.8% 94.6% 93.8%
    Regional Shopping Centers portfolio sales per square foot (14)$630
    		 $635
    		 $587
    		 $562
    		 $517
    Weighted average number of shares outstanding—EPS basic146,599
    		 157,916
    		 143,144
    		 139,598
    		 134,067
    Weighted average number of shares outstanding—EPS diluted(10)146,711
    		 158,060
    		 143,291
    		 139,680
    		 134,148
    Distributions declared per common share (15)$2.75
    		 $6.63
    		 $2.51
    		 $2.36
    		 $2.23


    (1)
    Minimum rents were increased by amortization of above and below-market leases of $12.8 million, $16.5 million, $9.1 million, $6.6 million and $5.2 million for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.
    (2)Costs related to unsolicited takeover offer from Simon. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Transactions and Events."
    (3)The (gain) loss on early extinguishment of debt, net for the years ended December 31, 2016, 2015, 2014 and 2013 includes the (gain) loss on the extinguishment of mortgage notes payable of $(1.7) million, $(2.1) million, $9.6 million and $(1.4) million, respectively. The (gain) loss on early extinguishment of debt, net for the year ended December 31, 2015 also includes the loss on the extinguishment of a term loan of $0.6 million.
    (4)
    On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center 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 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 governance committeepurposes.
    On March 30, 2012, the Company's joint venture in SanTan Village Power Center sold the property for $54.8 million, resulting in a gain on the sale of Industrial Income Trust, Inc.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 for a public, non-traded industrial REIT. Furthermore, Mr. Mooretotal 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 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 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 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 LLC sold Redmond Town Center Office 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 LLC sold Kitsap Mall 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 LLC sold Redmond Town Center 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 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 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 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 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 LLC. 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.
    On July 30, 2014, the Company formed a joint venture to redevelop Fashion Outlets of Philadelphia. The Company invested $106.8 million for a 50% ownership 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 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 LLC and Queens JV LP, which together owned five Centers: Lakewood Center, Los Cerritos Center, Queens Center, Stonewood Center and Washington Square (collectively referred to herein as the "PPR 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. The Company has included Stonewood Center and Queens Center in its consolidated financial statements since the date of acquisition and has included Lakewood Center, Los Cerritos Center and Washington Square in its consolidated financial statements from the date of acquisition until the Company sold a 40% interest in Pacific Premier Retail LLC (the "PPR Portfolio") on October 30, 2015 as provided below.
    On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center 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 mortgage note payable on the property. The cash payment was funded by borrowings under the Company's line of credit.
    On April 30, 2015, the Company entered into a 50/50 joint venture with Sears to own nine freestanding stores located at Arrowhead Towne Center, Chandler Fashion Center, Danbury Fair Mall, Deptford Mall, Freehold Raceway Mall, Los Cerritos Center, South Plains Mall, Vintage Faire Mall and Washington Square. The Company invested $150.0 million for a 50% interest in the joint venture, which was funded by borrowings under the Company's line of credit.
    On October 30, 2015, the Company sold a 40% ownership interest in the PPR Portfolio, which owns Lakewood Center, Los Cerritos Center, South Plains Mall and Washington Square for a total sales price of $1.3 billion, resulting in a gain on sale of assets of $311.2 million. The sales price was funded by a cash payment of $545.6 million and the assumption of the pro rata share of the mortgage and other notes payable on the properties of $713.0 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the accelerated share repurchase program ("ASR") and Special Dividend (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Transactions and Events"). Upon completion of the sale of the ownership interest, the Company has accounted for its investment in the PPR Portfolio under the equity method of accounting.


    On January 6, 2016, the Company sold a 40% ownership interest in Arrowhead Towne Center for $289.5 million, resulting in a gain on the sale of assets of $101.6 million. The sales price was funded by a cash payment of $129.5 million and the assumption of a pro rata share of the mortgage note payable on the property of $160.0 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the Special Dividend (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Transactions and Events"). Upon completion of the sale of the ownership interest, the Company has accounted for its investment in Arrowhead Towne Center under the equity method of accounting.
    On January 14, 2016, the Company formed a joint venture, whereby the Company sold a 49% ownership interest in Deptford Mall, FlatIron Crossing and Twenty Ninth Street (the "MAC Heitman Portfolio"), for $771.5 million, resulting in a gain on the sale of assets of $340.7 million. The sales price was funded by a cash payment of $478.6 million and the assumption of a pro rata share of the mortgage notes payable on the properties of $292.9 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes. Upon completion of the sale of the ownership interest, the Company has accounted for its investment in the MAC Heitman Portfolio under the equity method of accounting.
    On March 1, 2016, the Company, through a 50/50 joint venture, acquired Country Club Plaza for a purchase price of $660.0 million. The Company funded its pro rata share of the purchase price of $330.0 million from borrowings under its line of credit. On March 28, 2016, the joint venture placed a $320.0 million loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026. The Company used its pro rata share of the proceeds to pay down its line of credit.
    (5)
    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).
    (6)
    Gain (loss) on sale or write down of assets, net includes the gain of $340.7 million from the sale of a 49% ownership interest in the MAC Heitman Portfolio and $101.6 million from the sale of a 40% ownership interest in the Arrowhead Towne Center during the year ended December 31, 2016. Gain (loss) on sale or write down of assets, net includes the gain of $311.2 million from the sale of a 40% ownership interest in the PPR Portfolio and $73.7 million from the sale of Panorama Mall during the year ended December 31, 2015 and the gain of $121.9 million from the sale of South Towne Center during the year ended December 31, 2014.
    (7)Gain on remeasurement of assets includes $22.1 million from the acquisition of Inland Center during the year ended December 31, 2015, $1.4 billion from the acquisition of the PPR Queens Portfolio during the year ended December 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 ended December 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 ended December 31, 2012.
    (8)Discontinued operations include the following:
    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 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 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 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 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 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 and Rimrock Mall 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 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 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 and Centre at Salisbury 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 the years ended December 31, 2013 and 2012. On April 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update 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 after 2013 have been included in gain (loss) on sale or write down of assets, net in continuing operations.
    (9)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.
    (10)Includes the dilutive effect, if any, of share and unit-based compensation plans and the senior convertible 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.
    (11)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.
    (12)See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations ("FFO")".
    (13)
    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, 2016 excluded Broadway Plaza, Fashion Outlets of Philadelphia, Paradise Valley Mall and Westside Pavilion. Occupancy for the years ended December 31, 2015 and 2014 excluded Broadway Plaza, Fashion Outlets of Niagara Falls USA, Fashion Outlets of Philadelphia, Paradise Valley Mall, SouthPark Mall and Westside Pavilion. Occupancy for the year ended December 31, 2013 excluded Paradise Valley Mall. Occupancy for the year ended December 31, 2012 excluded The Shops at Atlas Park and Southridge Center.
    In addition, occupancy for the year ended December 31, 2016 excluded Cascade Mall and Northgate Mall, which were sold on January 18, 2017. Occupancy for the year ended December 31, 2015 excluded Flagstaff Mall, which was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on July 15, 2016. Occupancy for the year ended December 31, 2014 excluded Great Northern Mall, which was conveyed to the mortgage lender by a deed-in-lieu of foreclosure in 2015. Occupancy for the year ended December 31, 2013 excluded Rotterdam Square, which was sold on January 15, 2014.
    (14)
    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 years ended December 31, 2016 excluded Broadway Plaza, Fashion Outlets of Philadelphia, Paradise Valley Mall and Westside Pavilion. Sales per square foot for the years ended December 31, 2015 and 2014 excluded Broadway Plaza, Fashion Outlets of Niagara Falls USA, Fashion Outlets of Philadelphia, Paradise Valley Mall, SouthPark Mall and Westside Pavilion. Sales per square foot for the year ended December 31, 2013 excluded Paradise Valley Mall.
    In addition, sales per square foot for the year ended December 31, 2016 excluded Cascade Mall and Northgate Mall, which were sold on January 18, 2017. Sales per square foot for the year ended December 31, 2015 excluded Flagstaff Mall, which was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on July 15, 2016. Sales per square foot for the year ended December 31, 2014 excluded Great Northern Mall, which was conveyed to the mortgage lender by a deed-in-lieu of foreclosure in 2015. Sales per square foot for the year ended December 31, 2013 excluded Rotterdam Square, which was sold on January 15, 2014.
    (15)On October 30, 2015, the Company declared two special dividends/distributions ("Special Dividend"), each of $2.00 per share of common stock and per OP Unit to stockholders and OP Unit holders of record on November 12, 2015. The first Special Dividend was paid on December 8, 2015 and the second Special Dividend was paid on January 6, 2016. The Special Dividends were funded from proceeds in connection with the financing and sale of ownership interests in the PPR Portfolio and Arrowhead Towne Center.


    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, 2016, the Operating Partnership owned or had an ownership interest in 50 regional shopping centers and seven community/power shopping centers. These 57 regional and community/power shopping centers (which include any related office space) consist of approximately 56 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 board memberself-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 Economic Resources CorporationCompany for the years ended December 31, 2016, 2015 and 2014. It compares the results of South Central Los Angelesoperations and cash flows for the year ended December 31, 2016 to the results of operations and cash flows for the year ended December 31, 2015. Also included is past presidenta comparison of the Southernresults of operations and cash flows for the year ended December 31, 2015 to the results of operations and cash flows for the year ended December 31, 2014. 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 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 $0.5 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, Chapterfor $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 LLC. The cash payment was funded by borrowings under the Company's line of credit. Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements (See Note 13—Acquisitions).
    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 to redevelop Fashion Outlets of Philadelphia, a 1,376,000 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 National AssociationCompany's share of Industrialthe 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 Office Parks.

Key Qualifications, Experiencefor 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 Attributes: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 538,000 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. The purchase agreement included contingent consideration based on the financial performance of Fashion Outlets of Chicago at an agreed upon date in 2016. On August 19, 2016, the Company paid $23.8 million in full settlement of the contingent consideration obligation.
On November 13, 2014, the Company formed a joint venture to develop Fashion Outlets of San Francisco, a 500,000 square foot outlet center, 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 Fashion Outlets of San Francisco. 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 LLC and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 square foot regional shopping center in Cerritos, California; Queens Center, a 963,000 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 1,440,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPR 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. The Company has included Stonewood Center and Queens Center in its consolidated financial statements since the date of acquisition and has included Lakewood Center, Los Cerritos Center and Washington Square in its consolidated financial statements from the date of acquisition until the Company sold a 40% interest in the PPR Portfolio on October 30, 2015, as provided below.
On November 20, 2014, the Company purchased a 45% ownership 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, an 866,000 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. As a result of the acquisition, the Company recognized a gain on the remeasurement of assets of $22.1 million. Since the date of acquisition, the Company has included Inland Center in its consolidated financial statements (See Note 13—

    Mr. Moore's experienceAcquisitions).

On April 30, 2015, the Company entered into a 50/50 joint venture with Sears to own nine freestanding stores located at Arrowhead Towne Center, Chandler Fashion Center, Danbury Fair Mall, Deptford Mall, Freehold Raceway Mall, Los Cerritos Center, South Plains Mall, Vintage Faire Mall and Washington Square. The Company invested $150.0 million for a 50% ownership interest in the joint venture, which was funded by borrowings under the Company's line of credit.

On October 30, 2015, the Company sold a 40% ownership interest in Pacific Premier Retail LLC (the "PPR Portfolio"), which owns Lakewood Center, a 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 square foot regional shopping center in Cerritos, California; South Plains Mall, a 1,127,000 square foot regional shopping center in Lubbock, Texas; and Washington Square, a 1,440,000 square foot regional shopping center in Portland, Oregon, for a total sales price of $1.3 billion, resulting in a gain on the sale of assets of $311.2 million. The sales price was funded by a cash payment of $545.6 million and the assumption of a pro rata share of the mortgage and other notes payable on the properties of $713.0 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the ASR and Special Dividend (See "Other Transactions and Events"). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in the PPR Portfolio under the equity method of accounting.
On November 19, 2015, the Company sold Panorama Mall, a 312,000 square foot community center in Panorama City, California, for $98.0 million, resulting in a gain on the sale of assets of $73.7 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On January 6, 2016, the Company sold a 40% ownership interest in Arrowhead Towne Center, a 1,197,000 square foot regional shopping center in Glendale, Arizona, for $289.5 million, resulting in a gain on the sale of assets of $101.6 million. The sales price was funded by a cash payment of $129.5 million and the assumption of a pro rata share of the mortgage note payable on the property of $160.0 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the Special Dividend (See "Other Transactions and Events"). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in Arrowhead Towne Center under the equity method of accounting.
On January 14, 2016, the Company formed a joint venture, whereby the Company sold a 49% ownership interest in Deptford Mall, a 1,039,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,431,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 847,000 square foot regional shopping center in Boulder, Colorado (the "MAC Heitman Portfolio"), for $771.5 million, resulting in a gain on the sale of assets of $340.7 million. The sales price was funded by a cash payment of $478.6 million and the assumption of a pro rata share of the mortgage notes payable on the properties of $292.9 million. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes. Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in the MAC Heitman Portfolio under the equity method of accounting.
The sale of ownership interests in the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio are collectively referred to herein as the Joint Venture Transactions.
On March 1, 2016, the Company through a 50/50 joint venture, acquired Country Club Plaza, a 1,246,000 square foot regional shopping center in Kansas City, Missouri, for a purchase price of $660.0 million. The Company funded its pro rata share of $330.0 million with borrowings under its line of credit.
On April 13, 2016, the Company sold Capitola Mall, a 586,000 square foot regional shopping center in Capitola, California, for $93.0 million, resulting in a gain on the sale of assets of $24.9 million. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On May 31, 2016, the Company sold a former Mervyn's store in Yuma, Arizona, for $3.2 million, resulting in a loss 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 January 18, 2017, the Company sold Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington; and Northgate Mall, a 750,000 square foot regional shopping center in San Rafael, California, in a combined transaction for $170.0 million. The proceeds from the sale were used to pay off the mortgage note payable on Northgate Mall, pay down the Company's line of credit and for general corporate purposes.
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 PPR 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 bore interest at an effective rate of 1.80% and was to mature on June 1, 2015, Los Cerritos Center with a fair value of $207.5 million that bore interest at an effective rate of 1.65% and was to mature 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 bore interest at an effective rate of 1.65% and was to mature 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 an effective rate of 3.55% and matures on March 6, 2026.
On March 2, 2015, the Company paid off in full the loan on Lakewood Center, which resulted in a gain of $2.2 million on the early extinguishment of debt as a CEOresult of writing off the related debt premium. On May 12, 2015, the Company placed a new $410.0 million loan on the property that bears interest at an effective rate of 4.15% and matures on June 1, 2026. On October 30, 2015, a 40% interest in the loan was assumed by a third party in connection with the sale of a leading commercial40% ownership interest in the PPR Portfolio (See "Acquisitions and Dispositions").
On March 3, 2015, the Company amended the loan on Fashion Outlets of Chicago. The amended $200.0 million loan bears interest at LIBOR plus 1.50% and matures on March 31, 2020.
On October 5, 2015, the Company paid off in full the existing loan on Washington Square. On October 29, 2015, the Company placed a new $550.0 million loan on the property that bears interest at an effective rate of 3.65% and matures on November 1, 2022. On October 30, 2015, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the PPR Portfolio (See "Acquisitions and Dispositions").
On October 23, 2015, the Company placed a $200.0 million loan on South Plains Mall that bears interest at an effective rate of 4.22% and matures on November 6, 2025. On October 30, 2015, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the PPR Portfolio (See "Acquisitions and Dispositions").
On October 28, 2015, the Company's joint venture in The Shops at Atlas Park placed a $57.8 million loan on the property that bears interest at LIBOR plus 2.25% and matures on October 22, 2020, including two one-year extension options.
On October 30, 2015, the Company replaced the existing loan on Los Cerritos Center with a new $525.0 million loan that bears interest at an effective rate of 4.00% and matures on November 1, 2027, which resulted in a loss of $0.9 million on the early extinguishment of debt. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the PPR Portfolio (See "Acquisitions and Dispositions").
On October 30, 2015, the Company obtained a $100.0 million term loan ("PPR Term Loan") that bears interest at LIBOR plus 1.20% and matures on October 31, 2022. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the PPR Portfolio (See "Acquisitions and Dispositions").
On January 6, 2016, the Company replaced the existing loan on Arrowhead Towne Center with a new $400.0 million loan that bears interest at an effective rate of 4.05% and matures on February 1, 2028, which resulted in a loss of $3.6 million on the early extinguishment of debt. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the underlying property (See "Acquisitions and Dispositions").
On January 14, 2016, the Company placed a $150.0 million loan on Twenty Ninth Street that bears interest at an effective rate of 4.10% and matures on February 6, 2026. Concurrently, a 49% interest in the loan was assumed by a third party in connection with the sale of a 49% ownership interest in the MAC Heitman Portfolio (See "Acquisitions and Dispositions").
On March 28, 2016, the Company's joint venture in Country Club Plaza placed a $320.0 million loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On May 27, 2016, the Company's joint venture in The Shops at North Bridge replaced the existing loan on the property with a new $375.0 million loan that bears interest at an effective rate of 3.71% and matures on June 1, 2028. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On July 6, 2016, the Company modified and amended its line of credit. The amended $1.5 billion line of credit bears interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and matures on July 6, 2020 with a one-year extension option. Based on the Company's leverage level as of the amendment date, the initial borrowing rate on the facility was LIBOR plus 1.33%. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2.0 billion.
On August 5, 2016, the Company’s joint venture in The Village at Corte Madera replaced the existing loan on the property with a new $225.0 million loan that bears interest at an effective rate of 3.53% and matures on September 1, 2028. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On October 6, 2016, the Company placed a $325.0 million loan on Fresno Fashion Fair that bears interest at an effective rate of 3.67% and matures on November 1, 2026. The Company used the proceeds to pay down its line of credit and for general corporate purposes.
On February 1, 2017, the Company's joint venture in West Acres replaced the existing loan on the property with a new $80.0 million loan that bears interest at an effective rate of 4.61% and matures on March 1, 2032. The Company used its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On February 2, 2017, the Company's joint venture in Kierland Commons entered into a loan commitment with a lender to replace the existing loan on the property with a new $225.0 million loan that will bear interest at a fixed rate of 3.95% for ten-years. The new loan is expected to close in March 2017. The Company expects to use its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
Redevelopment and Development Activity:
In February 2014, the Company's joint venture in Broadway Plaza started construction on the 235,000 square foot expansion of the 923,000 square foot regional shopping center in Walnut Creek, California. The joint venture completed a portion of the first phase of the project in November 2015 and the remaining portion of the first phase was completed in September 2016. The second phase will be completed through Summer 2018. The total cost of the project is estimated to be $305.0 million, with $152.5 million estimated to be the Company's pro rata share. The Company has funded $127.7 million of the total $255.4 million incurred by the joint venture as of December 31, 2016.
In July 2015, the Company started construction on a 335,000 square foot expansion of Green Acres Mall, a 2,089,000 square foot regional shopping center in Valley Stream, New York. The Company completed the project in October 2016. As of December 31, 2016, the Company has incurred $104.9 million in costs.
The Company's joint venture is proceeding with the development of Fashion Outlets of Philadelphia, a redevelopment of an 850,000 square foot regional shopping center in Philadelphia, Pennsylvania. The project is expected to be completed in 2018. The total cost of the project is estimated to be between $305.0 million and $365.0 million, with $152.5 million to $182.5 million estimated to be the Company's pro rata share. The Company has funded $46.9 million of the total $93.7 million incurred by the joint venture as of December 31, 2016.
The Company is currently in the process of redeveloping the 250,000 square foot former Sears store at Kings Plaza Shopping Center.  The Company expects to complete the project in Summer 2018.  As of December 31, 2016, the Company has incurred $10.0 million in costs and anticipates the total cost of the project to be between $95.0 million and $100.0 million.
Other Transactions and Events:
On March 9, 2015, the Company received an unsolicited, conditional proposal from Simon Property Group, Inc. (“Simon”) to acquire the Company. The Company’s Board of Directors, after consulting with its financial, real estate developer gives him a broad understandingand legal advisors, unanimously determined that the Simon proposal substantially undervalued the Company and was not in the best interests of the operational,Company and its stockholders. On March 20, 2015, the Company received a revised, unsolicited proposal to acquire the Company from Simon, which Simon described as its best and final proposal. The Company’s Board of Directors carefully reviewed the revised proposal with the assistance of its financial, and strategic issues facing our Company. By virtue of his extensive real estate experience, he bringsand legal advisors, and determined that the revised proposal continued to our Board valuable knowledgesubstantially undervalue the Company and that pursuing the proposed transaction at that time was not in the areas of acquisitions, development, property management and finance.

Dr. William P. Sexton
        Independent Director

    Term Expires 2015

    Director Since:1994
    Age:76
    Board Committees:Audit; Compensation

    Principal Occupation and Business Experience:

      Dr. Sexton is Vice President, Emeritus,best interests of the UniversityCompany and its stockholders.


On June 30, 2015, the Company conveyed Great Northern Mall, an 895,000 square foot regional shopping center in Clay, New York, to the mortgage lender by a deed-in-lieu of Notre Dameforeclosure and assumed this position in 2003. From 1983 through 2003, Dr. Sexton was Vice President, University Relationsdischarged from the mortgage note payable. The mortgage note payable was a non-recourse loan. As a result, the Company recognized a loss of $1.6 million on the extinguishment of debt.
On September 30, 2015, the Company's Board of Directors authorized the repurchase of up to $1.2 billion of the University of Notre Dame and a memberCompany's outstanding common shares over the period ending September 30, 2017, as market conditions warranted (the "2015 Stock Buyback Program"). On November 12, 2015, the Company entered into an accelerated share repurchase program ("ASR") to repurchase $400.0 million of the budgetCompany's common stock. In accordance with the ASR, the Company made a prepayment of $400.0 million and finance committeesreceived an initial share delivery of 4,140,788 shares. On January 19, 2016, the ASR was completed and the Company received an additional delivery of 970,609 shares. The average price of the University where he oversaw fiscal, internal control, personnel, budget5,111,397 shares repurchased under the ASR was $78.26 per share. The ASR was funded from proceeds in connection with the financing and capital matters. After serving in this role for 20 years, he returned to teaching full timesale of the ownership interest in the CollegePPR Portfolio (See "Acquisitions and Dispositions" and "Financing Activity").
On October 30, 2015, the Company declared two special dividends/distributions ("Special Dividend"), each of Business. He is a Full Professor$2.00 per share of common stock and per OP Unit. The first Special Dividend was paid on December 8, 2015 to stockholders and OP Unit holders of record on November 12, 2015.  The second Special Dividend was paid on January 6, 2016 to common stockholders and OP Unit holders of record on November 12, 2015. The Special Dividends were funded from proceeds in connection with the financing and sale of ownership interests in the Management DepartmentPPR Portfolio and Arrowhead Towne Center (See "Acquisitions and Dispositions" and "Financing Activity").
On February 17, 2016, the Company entered into an ASR to repurchase $400.0 million of the Company's common stock. In accordance with the ASR, the Company made a prepayment of $400.0 million and received an initial share delivery of 4,222,193 shares. On April 19, 2016, the ASR was completed and the Company received delivery of an additional 861,235 shares. The average price of the 5,083,428 shares repurchased under the ASR was $78.69 per share. The ASR was funded from borrowings under the Company's line of credit, which had been paid down from the proceeds from the recently completed Joint Venture Transactions (See "Acquisitions and Dispositions" and "Financing Activity").
On May 9, 2016, the Company entered into an ASR to repurchase the remaining $400.0 million of the Company's common stock authorized for repurchase. In accordance with the ASR, the Company made a prepayment of $400.0 million and received an initial share delivery of 3,964,812 shares. On July 11, 2016, the ASR was completed and the Company received delivery of an additional 1,104,162 shares. The average price of the 5,068,974 shares repurchased under the ASR was $78.91 per share. The ASR was funded from borrowings under the Company's line of credit, which had been recently paid down from the proceeds from the recently completed Joint Venture Transactions (See "Acquisitions and Dispositions" and "Financing Activity"). The total number of shares repurchased under the 2015 Stock Buyback Program was 15,263,799 at an average price of $78.62.
On July 15, 2016, the Company conveyed Flagstaff Mall, a 347,000 square foot regional shopping center in Flagstaff, Arizona, to the mortgage lender by a deed-in-lieu of foreclosure and was discharged from the mortgage note payable. The mortgage note payable was a non-recourse loan. As a result, the Company recognized a gain of $5.3 million on the extinguishment of debt.
On February 13, 2017, the Company announced that the Board of Directors has taughtauthorized the repurchase of up to $500.0 million of its outstanding common shares as market conditions and the Company’s liquidity warrant (the "2017 Stock Buyback Program"). Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including ASR transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1 of the Securities Act of 1934, from time to time as permitted by securities laws and other legal requirements.
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 its Executive MBA Program for 16 years. Dr. Sexton has been employed as a professorfixed increments or based on using an annual multiple of increases in the Management DepartmentConsumer Price Index ("CPI"). In addition, approximately 6% to 13% of the Business Schoolleases for spaces 10,000 square feet and under expire each year, which enables the Company to replace existing leases with new leases at Notre Dame since 1966. Dr. Sexton also served for 10 years as chairmanhigher base rents if the rents of the audit committee ofexisting leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a large privately held company.

Key Qualifications, Experience and Attributes:

    Our Board values Dr. Sexton's extensive business experience and knowledge gained from his positions as both a professor and officerstated amount for operating expenses, generally excluding property taxes, regardless of the Universityexpenses actually incurred at any Center, which places the burden of Notre Dame. Our Board believes Dr. Sexton's background in management, finance and education not only supplementscost control on the experiencesCompany. Additionally, certain leases require the tenants to pay their pro rata share of our other directors but also provides a different and informative viewpoint on Board matters.

operating expenses.

Table of Contents


CLASS II DIRECTORS
(TERMS EXPIRING 2016)

Arthur M. Coppola
        Director

    Term Expires 2016

    Director Since:1994
    Age:63
    Board Committees:Executive (Chair)

    Principal Occupation and Business Experience:

      Mr. A. Coppola has been our Chief Executive Officer since our formation and was elected Chairman of the Board in September 2008. As Chairman of the Board and Chief Executive Officer, Mr. A. Coppola is responsible for the strategic direction and overall management of our Company. He served as our President from our formation until his election as Chairman. Mr. A. Coppola is one of our Company's founders and has over 39 years of experience in the

      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, 57% of the 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 improvements5 - 40 years
      Tenant improvements5 - 7 years
      Equipment and furnishings5 - 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.

      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 any below-market fixed rate renewal options. 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.
      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 costs1 - 15 years
      Deferred financing costs1 - 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 Redevelopment Properties, the Joint Venture Centers and the Disposition 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 those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to consolidated assets ("Joint Venture Centers") and properties that have been disposed of ("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 Redevelopment Properties, the Joint Venture Centers and the Disposition Properties for the periods of comparison.
      For the comparison of the year ended December 31, 2016 to the year ended December 31, 2015, the Redevelopment Properties are the expansion portion of Green Acres Mall, Paradise Valley Mall and Westside Pavilion. For the comparison of the year ended December 31, 2015 to the year ended December 31, 2014, the Redevelopment Properties are Paradise Valley Mall, the expansion portion of Fashion Outlets of Niagara Falls USA, SouthPark Mall and Westside Pavilion.
      For the comparison of the year ended December 31, 2016 to the year ended December 31, 2015, the Joint Venture Centers are Inland Center, the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio. For the comparison of the year ended December 31, 2015 to the year ended December 31, 2014, the Joint Venture Centers are Inland Center, Lakewood Center, Los Cerritos Center, South Plains Mall, Washington Square, Stonewood Center, Queens Center and Cascade Mall. The change in revenues and expenses at the Joint Venture Centers for the comparison of the year ended December 31, 2016 to the year ended December 31, 2015 is primarily due to the conversion of the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio from consolidated Centers to unconsolidated joint ventures. The change in revenues and expenses at the Joint Venture Centers for the comparison of the year ended December 31, 2015 to the year ended December 31, 2014 is primarily due to the conversion of the PPR Queens Portfolio from unconsolidated joint ventures to consolidated Centers in 2014.
      For comparison of the year ended December 31, 2016 to the year ended December 31, 2015, the Disposition Properties are Flagstaff Mall, Capitola Mall, Panorama Mall and Great Northern Mall. For the comparison of the year ended December 31, 2015 to the year ended December 31, 2014, the Disposition Properties are Panorama Mall, Great Northern Mall, Rotterdam Square, Somersville Towne Center, Lake Square Mall, South Towne Center and Camelback Colonnade.

      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 decreased from $635 for the twelve months ended December 31, 2015 to $630 for the twelve months ended December 31, 2016. Occupancy rate decreased from 96.1% at December 31, 2015 to 95.4% at December 31, 2016. Releasing spreads increased 17.7% for the twelve months ended December 31, 2016. These calculations exclude Centers under development or redevelopment and property dispositions (See "Acquisitions and Dispositions" and "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 $8.49 per square foot ($56.57 on new and renewal leases executed compared to $48.08 on leases expiring), representing a 17.7% increase for the trailing twelve months ended December 31, 2016. The Company expects that releasing spreads will continue to be positive for 2017 as it renews or relets leases that are scheduled to expire. These leases that are scheduled to expire represent approximately 900,000 square feet of the Centers, accounting for 11.3% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2016.
      During the trailing twelve months ended December 31, 2016, the Company signed 231 new leases and 406 renewal leases comprising approximately 1.2 million square feet of GLA, of which 0.9 million square feet related to the consolidated Centers. The annual initial average base rent for new and renewal leases was $56.57 per square foot for the trailing twelve months ended December 31, 2016 with an average tenant allowance of $16.29 per square foot.
      Comparison of Years Ended December 31, 2016 and 2015
      Revenues:
      Minimum and percentage rents (collectively referred to as "rental revenue") decreased by $148.1 million, or 18.9%, from 2015 to 2016. The decrease in rental revenue is attributed to a decrease of $179.3 million from the Joint Venture Centers and $15.4 million from the Disposition Properties offset in part by an increase of $44.9 million from the Same Centers and $1.7 million from the Redevelopment Properties. The increase in rental revenue at the Same Centers is primarily due to an increase in lease termination income, as provided below, and an increase in leasing spreads.
      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 decreased from $16.5 million in 2015 to $12.8 million in 2016 primarily due to the Joint Venture Centers. The amortization of straight-line rents decreased from $7.2 million in 2015 to $5.2 million in 2016. Lease termination income increased from $9.7 million in 2015 to $20.4 million in 2016.
      Tenant recoveries decreased$109.8 million, or 26.5%, from 2015 to 2016. The decrease in tenant recoveries is attributed to a decrease of $88.5 million from the Joint Venture Centers, $13.6 million from the Same Centers, $6.8 million from the Disposition Properties and $0.9 million from the Redevelopment Properties.
      Management Companies' revenue increased from $26.3 million in 2015 to $39.5 million in 2016. The increase in Management Companies' revenue is due to an increase in management fees as a result of the conversion of the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio from consolidated Centers to unconsolidated joint ventures (See "Acquisitions and Dispositions" in Management's Overview and Summary) and an increase in development and leasing fees from other joint ventures.
      Shopping Center and Operating Expenses:
      Shopping center and operating expenses decreased $72.2 million, or 19.0%, from 2015 to 2016. The decrease in shopping center and operating expenses is attributed to a decrease of $69.5 million from the Joint Venture Centers and $8.1 million from the Disposition Properties offset in part by an increase of $5.1 million from the Same Centers and $0.3 million from the Redevelopment Properties. The increase in shopping center and operating expenses at the Same Centers is primarily due to an increase in property tax expense.

      Management Companies' Operating Expenses:
      Management Companies' operating expenses increased $6.0 million from 2015 to 2016 due to the conversion of the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio from consolidated Centers to unconsolidated joint ventures (See "Acquisitions and Dispositions" in Management's Overview and Summary) and an increase in share and unit-based compensation costs.
      REIT General and Administrative Expenses:
      REIT general and administrative expenses decreased by $1.7 million from 2015 to 2016.
      Costs related to Unsolicited Takeover Offer:
      The Company incurred $25.2 million in costs in 2015 related to evaluating and responding to an unsolicited takeover offer (See "Other Transactions and Events" in Management's Overview and Summary).
      Depreciation and Amortization:
      Depreciation and amortization decreased$116.0 million from 2015 to 2016. The decrease in depreciation and amortization is primarily attributed to a decrease of $116.8 million from the Joint Venture Centers and $5.5 million from the Disposition Properties offset in part by an increase of $4.3 million from the Same Centers and $2.0 million from the Redevelopment Properties.
      Interest Expense:
      Interest expense decreased$48.3 million from 2015 to 2016. The decrease in interest expense is primarily attributed to a decrease of $34.9 million from the Joint Venture Centers, $9.3 million from the Same Centers, $2.3 million from a term loan, $1.9 million from the Disposition Properties and $1.0 million from the Redevelopment Properties offset in part by an increase of $1.1 million from borrowings under the line of credit. The decrease in interest expense at the Same Centers is primarily due to the payoff of the mortgage notes payable on Eastland Mall, Valley Mall and Valley River Center in 2015 offset in part by the new loan on Fresno Fashion Fair in 2016 (See "Financing Activity" in Management's Overview and Summary).
      The above interest expense items are net of capitalized interest, which decreased from $13.1 million in 2015 to $10.3 million in 2016.
      Equity in Income of Unconsolidated Joint Ventures:
      Equity in income of unconsolidated joint ventures increased $11.8 million from 2015 to 2016. The increase is primarily due the opening of the Hyatt Regency Tysons Corner Center and VITA Tysons Corner Center in 2015 and the conversion of the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio from consolidated Centers to unconsolidated joint ventures (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Gain on Sale or Write down of Assets, net:
      Gain on sale or write down of assets, net increased $37.1 million from 2015 to 2016. The increase in gain on sale of assets is primarily due to the increase in gain of $82.4 million on the Joint Venture Transactions and the sale of properties (See "Acquisitions and Dispositions" in Management's Overview and Summary) offset in part by an increase in impairment loss of $29.0 million and a charge of $12.2 million from the settlement of a contingent consideration obligation in 2016.
      Gain on Remeasurement of Assets:
      The gain on remeasurement of assets of $22.1 million in 2015 is attributed to the purchase of the remaining 50% ownership interest in Inland Center that the Company did not previously own (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Net Income:
      Net income increased $31.9 million from 2015 to 2016. The increase in net income is primarily attributed to an increase of $37.1 million from gain on sale or write down of assets as discussed above.
      Funds From Operations ("FFO"):
      Primarily as a result of the factors mentioned above, FFO—diluted was $642.3 million in 2015 and 2016. 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")" below.

      Operating Activities:
      Cash provided by operating activities decreased from $540.4 million in 2015 to $417.5 million in 2016. The decrease is primarily due to the conversion of the PPR Portfolio, Arrowhead Towne Center and the MAC Heitman Portfolio from consolidated Centers to unconsolidated joint ventures (See "Acquisitions and Dispositions" in Management's Overview and Summary), changes in assets and liabilities and the results as discussed above.
      Investing Activities:
      Cash provided by investing activities increased $544.1 million from 2015 to 2016. The increase in cash provided by investing activities was primarily due to an increase in distributions from unconsolidated joint ventures of $338.5 million, an increase in proceeds from the sale of assets of $77.4 million, a decrease in development, redevelopment and renovations of $60.7 million, a decrease in acquisition of property of $26.3 million and a decrease in restricted cash of $19.9 million.
      The increase in distributions from unconsolidated joint ventures is primarily due to the receipt of the Company's share of the net proceeds from the loans placed on Country Club Plaza, The Shops at North Bridge and The Village at Corte Madera in 2016 (See "Financing Activity" in Management's Overview and Summary).
      Financing Activities:
      Cash used in financing activities increased $415.3 million from 2015 to 2016. The increase in cash used in financing activities was primarily due to a decrease in proceeds from mortgages, bank and other notes payable of $879.5 million and an increase in the repurchases of the Company's common stock of $399.9 million (See "Other Transactions" in Management's Overview and Summary) offset in part by a decrease in payments on mortgages, bank and other notes payable of $846.3 million.
      Comparison of Years Ended December 31, 2015 and 2014
      Revenues:
      Rental revenue increased by $127.4 million, or 19.4%, from 2014 to 2015. The increase in rental revenue is attributed to an increase of $150.4 million from the Joint Venture Centers, $2.4 million from the Redevelopment Properties and $0.3 million from the Same Centers offset in part by a decrease of $25.7 million from the Disposition Properties.
      The amortization of above and below-market leases increased from $9.1 million in 2014 to $16.5 million in 2015 primarily due to the Joint Venture Centers. The amortization of straight-line rents increased from $5.8 million in 2014 to $7.2 million in 2015. Lease termination income increased from $9.1 million in 2014 to $9.7 million in 2015.
      Tenant recoveries increased $54.0 million, or 15.0%, from 2014 to 2015. The increase in tenant recoveries is attributed to an increase of $63.8 million from the Joint Venture Centers and $4.8 million from the Same Centers offset in part by a decrease of $13.3 million from the Disposition Properties and $1.3 million from the Redevelopment Properties.
      Other revenues increased $9.2 million from 2014 to 2015. The increase in other revenues is attributed to an increase of $12.5 million from the Joint Venture Centers offset in part by a decrease of $1.7 million from the Same Centers, $1.1 million from the Disposition Properties and $0.5 million from the Redevelopment Properties.
      Management Companies' revenue decreased from $34.0 million in 2014 to $26.3 million in 2015. The decrease in Management Companies' revenue is primarily due to a reduction in management fees as a result of the conversion from unconsolidated joint ventures to consolidated Centers of Cascade Mall and the PPR Queens Portfolio in 2014 and Inland Center in 2015 (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Shopping Center and Operating Expenses:
      Shopping center and operating expenses increased $26.3 million, or 7.4%, from 2014 to 2015. The increase in shopping center and operating expenses is attributed to an increase of $59.9 million from the Joint Venture Centers offset in part by a decrease of $18.0 million from the Same Centers, $14.3 million from the Disposition Properties and $1.3 million from the Redevelopment Properties. The decrease in shopping center and operating expenses at the Same Centers is primarily due to a reduction in maintenance and utility costs offset in part by an increase in property tax expense.
      Management Companies' Operating Expenses:
      Management Companies' operating expenses increased $3.9 million from 2014 to 2015 due to an increase in share and unit-based compensation costs.

      REIT General and Administrative Expenses:
      REIT general and administrative expenses increased by $0.5 million from 2014 to 2015.
      Costs related to Unsolicited Takeover Offer:
      The Company incurred $25.2 million in costs in 2015 related to evaluating and responding to an unsolicited takeover offer (See "Other Transactions and Events" in Management's Overview and Summary).
      Depreciation and Amortization:
      Depreciation and amortization increased $85.8 million from 2014 to 2015. The increase in depreciation and amortization is primarily attributed to an increase of $99.5 million from the Joint Venture Centers and $4.0 million from the Redevelopment Properties offset in part by a decrease of $12.5 million from the Disposition Properties and $5.2 million from the Same Centers.
      Interest Expense:
      Interest expense increased $21.3 million from 2014 to 2015. The increase in interest expense is primarily attributed to an increase of $27.5 million from the Joint Venture Centers, $8.6 million from borrowings under the line of credit and $3.0 million from the Redevelopment Properties offset in part by a decrease of $16.1 million from the Same Centers, $1.5 million from the Disposition Properties and $0.2 million from the term loan. The decrease in interest expense at the Same Centers is due to the early payoff of the mortgage notes payable on Fresno Fashion Fair in 2014 and Valley River Center in 2015.
      The above interest expense items are net of capitalized interest, which increased from $12.6 million in 2014 to $13.1 million in 2015.
      (Gain) Loss on Early Extinguishment of Debt, net:
      The change in (gain) loss on early extinguishment of debt was $11.0 million from 2014 to 2015, resulting from a gain on early extinguishment of debt of $1.5 million in 2015 compared to a loss on early extinguishment of debt of $9.6 million in 2014. 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 $15.5 million from 2014 to 2015. The decrease is primarily due to the conversion of the PPR Queens Portfolio from unconsolidated joint ventures to consolidated Centers in 2014 offset in part by the acquisition of the Sears Portfolio in 2015 (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Gain on Sale or Write down of Assets, net:
      The gain on sale or write down of assets, net increased $304.8 million from 2014 to 2015. This increase is primarily attributed to the gain on sale of the 40% interest in the PPR Portfolio of $311.2 million in 2015, the gain on the sale of Panorama Mall of $73.7 million in 2015, a decrease in development write down of $40.3 million in 2015 and a decrease in impairment losses of $30.6 million in 2015 offset in part by the gain on the sale of South Towne Center of $121.9 million in 2014 (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Gain on Remeasurement of Assets:
      Gain on remeasurement of assets decreased $1.4 billion from 2014 to 2015. The decrease is due to the remeasurement gain of $1.4 billion from the acquisition of the PPR Queens Portfolio in 2014 offset in part by the remeasurement gain of $22.1 million from the acquisition of the remaining 50% ownership interest in Inland Center in 2015 (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Net Income:
      Net income decreased $1.1 billion from 2014 to 2015. The decrease in net income is primarily attributed to a decrease of$1.4 billion from gain on remeasurement of assets offset in part by an increase of $304.8 million from gain on sale or write down of assets as discussed above.

      Funds From Operations:
      Primarily as a result of the factors mentioned above, FFO—diluted increased 18.3% from $542.8 million in 2014 to $642.3 million in 2015. 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")" below.
      Operating Activities:
      Cash provided by operating activities increased from $400.7 million in 2014 to $540.4 million in 2015. The increase was primarily due to changes in assets and liabilities and the results as discussed above.
      Investing Activities:
      Cash used in investing activities decreased $154.8 million from 2014 to 2015. The decrease in cash used in investing activities was primarily due to an increase in proceeds from the sale of assets of $326.8 million offset in part by an increase in contributions to unconsolidated joint ventures of $89.6 million and an increase in development, redevelopment and renovations of $86.9 million.
      The increase in cash proceeds from the sale of assets is primarily attributed to the sale of a 40% interest in the PPR Portfolio and the sale of Panorama Mall in 2015 (See "Acquisitions and Dispositions" in Management's Overview and Summary). The increase in contributions to unconsolidated joint ventures is primarily due to the acquisition of the 50% ownership interest in the Sears Portfolio in 2015 (See "Acquisitions and Dispositions" in Management's Overview and Summary).
      Financing Activities:
      Cash used in financing activities increased $308.0 million from 2014 to 2015. The increase in cash used in financing activities was primarily due to an increase in payments on mortgages, bank and other notes payable of $2.4 billion, an increase in dividends and distributions of $401.4 million and the repurchase of the Company's common stock of $400.1 million (See "Other Transactions and Events" in Management's Overview and Summary) offset in part by an increase in proceeds from mortgages, bank and other notes payable of $2.9 billion.
      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)2016 2015 2014
      Consolidated Centers:     
      Acquisitions of property and equipment (1)$56,759
      		 $79,753
      		 $97,919
      Development, redevelopment, expansion and renovation of Centers183,220
      		 218,741
      		 197,934
      Tenant allowances19,229
      		 30,368
      		 30,464
      Deferred leasing charges24,845
      		 26,835
      		 26,605
       $284,053
      		 $355,697
      		 $352,922
      Joint Venture Centers (at Company's pro rata share):     
      Acquisitions of property and equipment$349,819
      		 $160,001
      		 $158,792
      Development, redevelopment, expansion and renovation of Centers101,124
      		 132,924
      		 201,843
      Tenant allowances11,271
      		 6,285
      		 4,847
      Deferred leasing charges7,070
      		 3,348
      		 2,965
       $469,284
      		 $302,558
      		 $368,447

      (1)Acquisitions of property and equipment excludes the acquisition of the PPR Queens Portfolio in 2014, 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 2016 and that capital for those expenditures will be available from working capital, cash flow from operations, borrowings on property specific debt or unsecured corporate borrowings. The Company expects to incur between $200 million and $300 million during the next twelve months for development, redevelopment, expansion and renovations. Capital for these major expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of debt or equity financings, which 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. For example, the Company recently completed the Joint Venture Transactions to which the Company sold ownership interests in eight properties with total cash proceeds to the Company of approximately $2.3 billion (See "Acquisitions and Dispositions" in Management's Overview and Summary), which included new debt or refinancings of existing debt on these properties with excess financing proceeds of approximately $1.1 billion (See "Financing Activity" in Management's Overview and Summary). The Company used these proceeds to pay down its line of credit, fund the Special Dividend (See "Other Transactions and Events" in Management's Overview and Summary) and for other general corporate purposes, which included the repurchases of the Company's common stock under the 2015 Stock Buyback Program, which was completed in May 2016 (See "Other Transactions and Events" in Management's Overview and Summary). 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. The Company expects any repurchases of the Company's common stock under the recently authorized 2017 Stock Buyback Program (See "Other Transactions and Events" in Management's Overview and Summary) to be funded by future sales of non-core assets, borrowings under its line of credit and/or refinancing transactions.
      The capital and credit markets can fluctuate and, at times, limit access to debt and equity financing for companies. As demonstrated by the Company's recent activity as discussed below and its recently amended $1.5 billion line of credit, 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.
      The Company has an equity distribution agreement with a number of sales agents (the "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 “ATM Shares”). Sales of the ATM Shares can 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. The Company did not sell any shares under the ATM Program during the year ended December 31, 2016.
      As of December 31, 2016, $500 million of the ATM Shares were available to be sold under the ATM Program. 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 ATM Program.
      The Company's total outstanding loan indebtedness at December 31, 2016 was $7.6 billion (consisting of $5.0 billion of consolidated debt, less $0.2 billion of noncontrolling interests, plus $2.8 billion of its pro rata share of unconsolidated joint venture mortgage notes and $60.0 million of its pro rata share of the PPR Term Loan (See "Financing Activity" in Management's Overview and Summary). 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 will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand.
      The Company believes that the pro rata debt provides useful information to investors regarding its financial condition because it includes the Company’s share of debt from unconsolidated joint ventures and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis. The Company has several significant joint ventures and presenting its pro rata share of debt in this manner can help investors better understand the Company’s financial condition after taking into account our economic interest in these joint ventures. The Company’s pro rata share of debt should not be considered as a substitute for the Company’s total consolidated debt determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.

      The Company has a $1.5 billion revolving line of credit facility that bore interest at LIBOR plus a spread of 1.38% to 2.0%, depending on the Company's overall leverage level, and was to mature on August 6, 2018. On July 6, 2016, the Company amended its line of credit. The amended $1.5 billion line of credit bears interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and matures on July 6, 2020 with a one-year extension option. 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. Based on the Company's leverage level as of December 31, 2016, the borrowing rate on the facility was LIBOR plus 1.45%. At December 31, 2016, total borrowings under the line of credit were $885.0 million less unamortized deferred finance costs of $10.0 million with a total interest rate of 2.40%.
      Cash dividends and distributions for the year ended December 31, 2016 were $779.3 million, which has been with The Macerich Group and our Company. From 2005 through 2010, Mr. A. Coppola was a memberincluded $337.7 million of the boardSpecial Dividend (See "Other Transactions and Events" in Management's Overview and Summary). A total of governors$417.5 million was funded by operations. The remaining $361.8 million was funded from proceeds from the sale of assets, which were included in the cash flows from investing activities section of the Company's Consolidated Statement of Cash Flows.
      At December 31, 2016, the Company was in compliance with all applicable loan covenants under its agreements.
      At December 31, 2016, the Company had cash and cash equivalents of $94.0 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 executive committeeprimary 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.
      Additionally, as of December 31, 2016, the Company is contingently liable for $61.0 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.
      Contractual Obligations:
      The following is a schedule of contractual obligations as of December 31, 2016 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)(1) $5,707,918
      		 $225,658
      		 $1,325,079
      		 $2,313,438
      		 $1,843,743
      Operating lease obligations(2) 239,969
      		 13,712
      		 17,263
      		 15,335
      		 193,659
      Purchase obligations(2) 41,906
      		 41,906
      		 —
      		 —
      		 —
      Other liabilities 340,437
      		 305,029
      		 3,652
      		 4,044
      		 27,712
        $6,330,230
      		 $586,305
      		 $1,345,994
      		 $2,332,817
      		 $2,065,114

      (1)Interest payments on floating rate debt were based on rates in effect at December 31, 2016.
      (2)See Note 16—Commitments and Contingencies in the Company's Notes to the Consolidated Financial Statements.


      Funds From Operations ("FFO")
      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 Inc. ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP), servedexcluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. The Company also presents FFO excluding early extinguishment of debt, net and costs related to unsolicited takeover offer.
      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 2007 chairCompany 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 FFO excluding early extinguishment of debt, net and costs related to unsolicited take over offer provides useful supplemental information regarding the Company's performance as it shows a more meaningful and consistent comparison of the boardCompany's operating performance and allows investors to more easily compare the Company's results. The Company believes that FFO on a diluted basis is a measure investors find most useful in measuring the dilutive impact of governorsoutstanding convertible securities.
      The Company believes that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP, and received the 2009 NAREIT Industry Leadership Award. Mr. A. Coppola is also an attorney and a certified public accountant.

    Key Qualifications, Experience and Attributes:

      As Chairman and CEO, our Board values Mr. A. Coppola's strategic direction and vision which has resulted in our Company growing from a privately held real estate company to a dominant national regional mall company that is part of the S&P 500, with 51 regional and eight community/power shopping centers consisting of approximately 54 million square feet of gross leasable area. He is not only the leaderindicative of ourcash available to fund all cash flow needs. The Company but also a recognized leader within the REIT industry. Mr. A. Coppola's knowledge of our Company and the REIT industry,cautions that FFO, as well as his extensive business relationships with investors, retailers, financial institutions and peer companies, provide our Board with critical information necessarypresented, may not be comparable to oversee and direct the management of our Company. His role and experiences at our Company and within our industry give him unique insights into our Company's opportunities, operations and challenges.

Fred S. Hubbell
        Independent Director

    Term Expires 2016

    Director Since:1994
    Age:63
    Board Committees:Executive; Nominating and Corporate Governance
    Other Public Company Boards:Voya Financial, Inc.

    Principal Occupation and Business Experience:

      Mr. Hubbell was a member of the executive board and Chairman of Insurance and Asset Management Americas for ING Group, a Netherlands-based company and one of the world's largest banking, insurance and asset management companies, and served as an executive board member from May 2000 through April 2006. The executive board was the first tier leadership board of ING Group and was responsible for the management of the company. Mr. Hubbell became Chairman of Insurance and Asset Management Americas in 2004 and was previously Chair of the Executive Committees of the Americas and Asia/Pacific beginning in January 2000. Mr. Hubbell was also responsible for Nationale Nederlanden, ING Group's largest Dutch insurance company, and ING Group's asset management operations throughout Europe from May 2004 to April 2006. Mr. Hubbell elected to retire from ING


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      Group's executive board effective April 25, 2006. From January 1, 2012 through October 31, 2012, Mr. Hubbell was a senior industry advisor to ING Group on a part time basis. Mr. Hubbell was formerly Chairman, President and Chief Executive Officer of Equitable of Iowa Companies, an insurance holding company, serving as Chairman from May 1993 to October 1997, and as President and Chief Executive Officer from May 1989 to October 1997. Mr. Hubbell served as interim director of the Iowa Department of Economic Development from October 5, 2009 through January 14, 2010. On December 31, 2012, Mr. Hubbell was elected as a member of the board of directors and audit committee of Voya Financial, which became a publicly traded company on May 2, 2013 following its divestiture from ING Group. On May 31, 2013, Mr. Hubbell was elected lead director, chairman of the nominating and governance committee and a member of the compensation and benefits committee of Voya Financial. Mr. Hubbell is also an attorney.

    Key Qualifications, Experience and Attributes:

      Mr. Hubbell's extensive executive experience and leadership roles at both ING Group and Equitable of Iowa Companies provide our Board with an important perspective in terms of the management and operation of our Company. His expertise in management, strategic planning and operations assists our Board in reviewing our financial and business strategies as well as addressing the challenges our Company faces. Mr. Hubbell's experience at ING Group also provides our Board with a global perspective. In addition, Mr. Hubbell was chosensimilarly titled measures reported by our independent directors to serve as our Lead Director and he collaborates with Mr. A. Coppola on Board matters.

Mason G. Ross
        Independent Director

    Term Expires 2016

    Director Since:2009
    Age:71
    Board Committees:Nominating and Corporate Governance (Chair)

    Principal Occupation and Business Experience:

      Mr. Ross spent 35 years at Northwestern Mutual Life, an industry-leading life insurance company, the final nine years of which he served as Executive Vice President and Chief Investment Officer. As Chief Investment Officer, his responsibilities included the design and administration of investment compensation systems, oversight of investment risk management, and the formation of the asset allocation strategy of the investment portfolio. During his prior 27 years at Northwestern Mutual Life, he held a variety of positions, including leading the company'sother real estate investment trusts.

      Management compensates for the limitations of FFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and private securities operations. Duringa reconciliation of FFO and FFO-diluted to net income available to common stockholders. Management believes that time, he also servedto further understand the Company's performance, FFO should be compared with the Company's reported net income as a director of Robert W. Baird, Inc., a regional brokerage and investment banking firm, and the Russell Investment Group, an international investment management firm. Since retiring from Northwestern Mutual Life in 2007, he has remained activepresented in the investmentCompany's consolidated financial statements.

      The following reconciles net income attributable to the Company to FFO and FFO-diluted for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 (dollars and shares in thousands):
       2016 2015 2014 2013 2012
      Net income attributable to the Company$516,995
      		 $487,562
      		 $1,499,042
      		 $420,090
      		 $337,426
      Adjustments to reconcile net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic:         
      Noncontrolling interests in the Operating Partnership37,780
      		 32,615
      		 105,584
      		 29,637
      		 27,359
      (Gain) loss on sale or write down of consolidated assets, net(415,348) (378,248) (73,440) (207,105) 40,381
      Gain on remeasurement of consolidated assets—
      		 (22,089) (1,423,136) (51,205) (199,956)
      Add: gain (loss) on undepreciated assets—consolidated assets3,717
      		 1,326
      		 1,396
      		 2,546
      		 (390)
      Add: noncontrolling interests share of (loss) gain on sale of assets—consolidated assets(1,662) 481
      		 146
      		 (2,082) 1,899
      Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1)189
      		 (4,392) 1,237
      		 (94,372) (2,019)
      Add: (loss) gain on sale of undepreciated assets—unconsolidated joint ventures(1)(2) 4,395
      		 2,621
      		 602
      		 1,163
      Depreciation and amortization on consolidated assets348,488
      		 464,472
      		 378,716
      		 374,425
      		 307,193
      Less: noncontrolling interests in depreciation and amortization—consolidated assets(15,023) (14,962) (20,700) (19,928) (18,561)
      Depreciation and amortization—unconsolidated joint ventures(1)179,600
      		 84,160
      		 82,570
      		 86,866
      		 96,228
      Less: depreciation on personal property(12,430) (13,052) (11,282) (11,900) (12,861)
      FFO attributable to common stockholders and unit holders—basic and diluted642,304
      		 642,268
      		 542,754
      		 527,574
      		 577,862
      (Gain) loss on early extinguishment of debt, net—consolidated assets(1,709) (1,487) 9,551
      		 (2,684) —
      Gain on early extinguishment of debt, net—unconsolidated joint ventures(1)—
      		 —
      		 —
      		 (352) —
      FFO attributable to common stockholders and unit holders excluding early extinguishment of debt, net—diluted640,595
      		 640,781
      		 552,305
      		 524,538
      		 577,862
      Costs related to unsolicited takeover offer—
      		 25,204
      		 —
      		 —
      		 —
      FFO attributable to common stockholders and unit holders excluding early extinguishment of debt, net and costs related to unsolicited takeover offer—diluted$640,595
      		 $665,985
      		 $552,305
      		 $524,538
      		 $577,862
      Weighted average number of FFO shares outstanding for:         
      FFO attributable to common stockholders and unit holders—basic(2)157,320
      		 168,478
      		 153,224
      		 149,444
      		 144,937
      Adjustments for the impact of dilutive securities in computing FFO—diluted:         
         Share and unit-based compensation plans112
      		 144
      		 147
      		 82
      		 —
      FFO attributable to common stockholders and unit holders—diluted(3)157,432
      		 168,622
      		 153,371
      		 149,526
      		 144,937

      (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, 2016, 2015, 2014, 2013 and 2012, there were 10.7 million, 10.6 million, 10.1 million, 9.8 million and 10.9 million OP Units outstanding, respectively.
      (3)The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the convertible 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-diluted computation.

      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, 2016 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,      
       2017 2018 2019 2020 2021 Thereafter Total Fair Value
      CONSOLIDATED CENTERS:               
      Long term debt:               
      Fixed rate$155,885
      		 $480,999
      		 $797,460
      		 $329,371
      		 $293,867
      		 $1,776,708
      		 $3,834,290
      		 $3,867,921
      Average interest rate2.63% 3.65% 3.64% 5.19% 3.65% 3.77% 3.80%  
      Floating rate63,458
      		 —
      		 —
      		 200,000
      		 885,000
      		 —
      		 1,148,458
      		 1,130,605
      Average interest rate3.50% —% —% 2.43% 2.40% —% 2.47%  
      Total debt—Consolidated Centers$219,343
      		 $480,999
      		 $797,460
      		 $529,371
      		 $1,178,867
      		 $1,776,708
      		 $4,982,748
      		 $4,998,526
      UNCONSOLIDATED JOINT VENTURE CENTERS:               
      Long term debt (at Company's pro rata share):               
      Fixed rate$35,423
      		 $26,149
      		 $29,543
      		 $37,038
      		 $146,023
      		 $2,381,843
      		 $2,656,019
      		 $2,648,514
      Average interest rate4.43% 3.63% 3.64% 3.65% 3.04% 3.85% 3.80%  
      Floating rate1,299
      		 73,755
      		 114
      		 38,497
      		 15,000
      		 41,250
      		 169,915
      		 165,583
      Average interest rate2.69% 2.75% 2.63% 2.77% 1.82% 1.82% 2.44%  
      Total debt—Unconsolidated Joint Venture Centers$36,722
      		 $99,904
      		 $29,657
      		 $75,535
      		 $161,023
      		 $2,423,093
      		 $2,825,934
      		 $2,814,097
      The Consolidated Centers' total fixed rate debt at December 31, 2016 and 2015 was $3.8 billion and $4.3 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2016 and 2015 was 3.80%. The Consolidated Centers' total floating rate debt at December 31, 2016 and 2015 was $1.1 billion and $1.0 billion, respectively. The average interest rate on such floating rate debt at December 31, 2016 and 2015 was 2.47% and 2.03%, respectively.
      The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2016 and 2015 was $2.7 billion and $1.8 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2016 and 2015 was 3.80% and 4.13%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2016 and 2015 was $169.9 million and $170.5 million, respectively. The average interest rate on such floating rate debt at December 31, 2016 and 2015 was 2.44% and 2.06%, respectively.
      The Company has used derivative financial instruments in the normal course of business to manage or hedge interest rate risk and currentlyrecords 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, 2016, 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 $13.2 million per year based on $1.3 billion of floating rate debt outstanding at December 31, 2016.
      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 a director of Schroeder Manatee Ranch Inc., a privately held real estate companycollateral for the underlying debt (See Note 8—Mortgage Notes Payable and as a trustee of several large private trusts. He is the past chairman of the National Association of Real Estate Investment ManagersNote 9—Bank and a former trustee of the Urban Land Institute.

    Key Qualifications, Experience and Attributes:

      Our Board values the over 40 years of investment experience of Mr. Ross and his extensive involvement in commercial real estate. His real estate financing expertise acquired over a 25 year period of providing real estate financing for all types of properties provides our Board with important knowledge in considering our Company's capital and liquidity needs.

Andrea M. StephenOther Notes Payable
        Independent Director

    Term Expires 2016

    Director Since:2013
    Age:50
    Board Committees:Compensation (Chair); Executive
    Other Public Company Boards:First Capital Realty, Inc.; Boardwalk Real Estate Investment Trust


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    Principal Occupation and Business Experience:

      Ms. Stephen served as Executive Vice President, Investments for The Cadillac Fairview Corporation Limited ("Cadillac Fairview"), one of North America's largest real estate companies, from October 2002 to December 2011 and as Senior Vice President, Investments for Cadillac Fairview from May 2000 to October 2002, where she was responsible for developing and executing Cadillac Fairview's investment strategy. Prior to joining Cadillac Fairview, Ms. Stephen held the position of Director, Real Estate with the Ontario Teachers' Pension Plan Board, the largest single profession pension plan in Canada, from December 1999 to May 2000, as well as various portfolio manager positions from September 1995 to December 1999. Previously, Ms. Stephen served as Director, Financial Reporting for Bramalea Centres Inc. for approximately two years and as an Audit Manager for KPMG LLP at the end of her over six year tenure. Ms. Stephen is a member of the board of directors of First Capital Realty Inc., Canada's leading owner, developer and operator of supermarket and drugstore anchored neighborhood and community shopping centers, and a member of the board of trustees, serving on the audit and compensation committees, of Boardwalk Real Estate Investment Trust, Canada's leading owner and operator of multi-family communities. Ms. Stephen also previously served on the board of directors of Multiplan Empreendimentos Imobiliários, S.A., a Brazilian real estate operating company, from June 2006 to March 2012.

    Key Qualifications, Experience and Attributes:

      With over 25 years in the real estate industry and extensive transactional and management experience, Ms. Stephen has a broad understanding of the operational, financial and strategic issues facing real estate companies. She brings management expertise, leadership capabilities, financial knowledge and business acumen to our Board. Her significant international investment experience also provides a global perspective as well as international relationships. In addition, her service on various boards provides valuable insight and makes her an important contributor to our Board.


CLASS III DIRECTORS
(TERMS EXPIRING 2017)

Edward C. Coppola
        Director

    Term Expires 2017

    Director Since:1994
    Age:60

    Principal Occupation and Business Experience:

      Mr. E. Coppola was elected our President in September 2008. In partnership with our Chief Executive Officer, Mr. E. Coppola oversees the strategic direction of our Company. He has broad oversight over our Company's financial and investment strategies, including our Company's key lender and investor relationships. He also oversees our acquisitions and dispositions, department store relationships and development/redevelopment projects. Mr. E. Coppola was previously an Executive Vice President from our formation through September 2004 and was our Senior Executive Vice President and Chief Investment Officer from October 2004 until his election as President. He has 38 years of shopping center experience with The Macerich Group and our Company and is one of our founders. From March 16, 2006 to February 2, 2009, Mr. E. Coppola was a member of the board of directors of Strategic Hotels & Resorts, Inc., a publicly traded REIT which owns and manages high end hotels and resorts. Mr. E. Coppola is also an attorney.

    Key Qualifications, Experience and Attributes:

      As President, Mr. E. Coppola provides our Board with important information about the overall conduct of our Company's business. His day to day leadership of our Company provides our Board with valuable knowledge of our operations, plans and direction. Our Board appreciates his long history and experience


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      in the shopping center industry as well as his expertise with respect to strategic and investment planning, finance, capital markets, acquisition, disposition and development matters.

Diana M. Laing
        Independent Director

    Term Expires 2017

    Director Since:2003
    Age:60
    Board Committees:Audit (Chair)

    Principal Occupation and Business Experience:

      Ms. Laing is the Chief Financial Officer of American Homes 4 Rent, a publicly traded REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties and has served in such capacity since May 2014. From May 2004 until its merger with Parkway Properties of Orlando, Florida in December 2013, Ms. Laing was the Chief Financial Officer and Secretary of Thomas Properties Group, Inc., a publicly traded real estate operating company and institutional investment manager focused on the development, acquisition, operation and ownership of commercial properties throughout the United States. She was responsible for financial reporting, capital markets transactions and investor relations. Ms. Laing served as Chief Financial Officer of each of Triple Net Properties, LLC from January through April 2004, New Pacific Realty Corporation from December 2001 to December 2003, and Firstsource Corp. from July 2000 to May 2001. From August 1996 to July 2000, Ms. Laing was Executive Vice President, Chief Financial Officer and Treasurer of Arden Realty, Inc., a publicly traded REIT which was the largest owner and operator of commercial office properties in Southern California. From 1982 to August 1996, she served in various capacities, including Executive Vice President, Chief Financial Officer and Treasurer of Southwest Property Trust, Inc., a publicly traded multi-family REIT which owned multi-family properties throughout the southwestern United States. Ms. Laing began her career as an auditor with Arthur Andersen & Co. She serves on the advisory boardsNotes to the Dean of the Spears School of Business and the Chairman of the School of Accounting at Oklahoma State University and is a member of the Board of Governors of the Oklahoma State University Foundation.

    Key Qualifications, Experience and Attributes:Consolidated Financial Statements).

      Our Board believes Ms. Laing's over 32 years of real estate industry experience, with her particular expertise in finance, capital markets, strategic planning, budgeting and financial reporting, make her a valuable member of our Board. This financial and real estate experience is supplemented by her substantive public company and REIT experience which enhances her understanding of the issues facing our Company and industry. Based on her financial expertise, Ms. Laing serves as the Chairperson of our Audit Committee and has been determined by our Board to be an audit committee financial expert.

Steven L. Soboroff


        Independent Director

    Term Expires 2017

    Director Since:2014
    Age:66
    Board Committees:Compensation; Nominating and Corporate Governance

    Principal Occupation and Business Experience:

      Mr. Soboroff is the President of the Los Angeles Police Commission and has served in that position since his appointment

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the BoardFinancial 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 Police CommissionersDisclosure Controls and Procedures
As required by Los Angeles Mayor Eric Garcetti in August 2013. Since 1978, he has beenRule 13a-15(b) under the managing partner of Soboroff Partners, a shopping center developmentSecurities and leasing company. From January 1, 2009 to April 30, 2010, he served as Chairman and CEO of Playa Vista, one of the country's most significant multi use real estate projects, and was the President from October 15, 2001 to December 31, 2008. Mr. Soboroff also was President of the Los Angeles Recreation


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      and Parks Commission from 1995 to 2001 and a member of the Los Angeles Harbor Commission from 1994 to 1995. He previously served on the board of directors of FirstFed Financial Corp. beginning in 1991 through August 6, 2010. In addition, Mr. Soboroff is a board member of several non-profit philanthropic and academic organizations.

    Key Qualifications, Experience and Attributes:

      Mr. Soboroff is a well-recognized business and government leader with a distinguished record of public and private accomplishments. Mr. Soboroff contributes to the mix of experience and qualifications of our Board through both his real estate and government experience and leadership. During his career in both the public and private sectors, Mr. Soboroff acquired significant financial, real estate, managerial, and public policy knowledge as well as substantial business and government relationships. Our Board values his extensive real estate knowledge and insight into retail operations, developments and strategy, and his wealth of government relations experience. As a new board member, Mr. Soboroff further provides a fresh viewpoint to our Board's deliberations.

John M. Sullivan
        Director

    Term Expires 2017

    Director Since:2014
    Age:54
    Other Public Company Boards:Multiplan Empreendimentos Imobiliários,  S.A.; Dream Global REIT

    Principal Occupation and Business Experience:

      Mr. Sullivan is the President and Chief Executive Officer of Cadillac Fairview and has served in such position since January 2011. Mr. Sullivan was previously the Executive Vice President of Development of Cadillac Fairview from November 2006 to January 2011. Prior to joining Cadillac Fairview, he held positions with Brookfield Properties Corporation and Marathon Realty Company Limited. Mr. Sullivan serves on the board of directors of Multiplan Empreendimentos Imobiliários, S.A., a Brazilian real estate operating company, and is a member of the board of directors and audit committee of Dream Global REIT, an open-ended Canadian REIT focusing on international commercial real estate.

    Key Qualifications, Experience and Attributes:

      Our Board values Mr. Sullivan's over 25 years of extensive real estate experience and relationships which will enrich our Company and Board. Mr. Sullivan brings to our Board strong executive management expertise, leadership and financial acumen, as well as significant transactional, leasing, finance, asset management and development experience in the commercial real estate industry. As a CEO, he has a unique knowledge of the issues companies address, ranging from strategic and operational to corporate governance and risk management. In addition, Mr. Sullivan has international expertise and public company board service that augment his understanding of the commercial real estate industry and our Company. As a recently-elected board member, Mr. Sullivan further provides a new perspective to our Board deliberations.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended or(the "Exchange Act" requires), 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, 2016, 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, 2016. 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, 2016, 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 2016 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, 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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, 2016, 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 executive officersaudit.
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 persons who own more than 10%(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a registered classmaterial effect on the financial statements.
Because of our equity securities,its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to file reportsfuture periods are subject to the risk that controls may become inadequate because of ownership and changes in ownershipconditions, or that the degree of compliance with the Securitiespolicies 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, 2016, 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, 2016 and Exchange Commission or "SEC"2015, and the New York Stock Exchange or "NYSE." Officers, directorsrelated consolidated statements of operations, equity and greater than 10% stockholders are required by the SEC's regulations to furnish our Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on our reviewcash flows for each of the copies of such reports furnished to our Company during and with respect toyears in the fiscal three‑year period ended December 31, 2014, all Section2016, and our report dated February 24, 2017 expressed an unqualified opinion on those consolidated financial statements. Our report refers to a change in method of reporting discontinued operations.

/s/ KPMG LLP

Los Angeles, California
February 24, 2017

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) filing requirements applicableBeneficial Ownership Reporting Compliance" and "Audit Committee Matters" in the Company's definitive proxy statement for its 2017 Annual Meeting of Stockholders that is responsive to our executive officers, directors and greater than 10% beneficial owners were satisfied on a timely basis, with the exception of the Form 4 filedinformation required by Mr. Soboroff upon his appointment to our Board and Mr. Anderson did not timely report exempt gifts of an aggregate of 1,470 shares to three individuals.


this Item.

Table of Contents

Audit Committee

The Board has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) and Section 10A(m) of the Exchange Act. The following table identifies the current members of the Audit Committee, its principal functions and the number of meetings held in 2014.

Name of Committee and
Current Members
Committee Functions
Number of
Meetings
Audit:
    Diana M. Laing, Chair*
    Douglas D. Abbey
    Dr. William P. Sexton

*  Audit Committee Financial
    Expert

•

appoints, evaluates, approves the compensation of, and, where appropriate, replaces our independent registered public accountants

•

reviews our financial statements with management and our independent registered public accountants

•

reviews and approves with our independent registered public accountants the scope and results of the audit engagement

•

pre-approves audit and permissible non-audit services provided by our independent registered public accountants

•

reviews the independence and qualifications of our independent registered public accountants

•

reviews the adequacy of our internal accounting controls and legal and regulatory compliance

•

reviews and approves related-party transactions in accordance with our Related Party Transaction Policies and Procedures as described below

8

Code of Business Conduct and Ethics

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 SECSecurities and Exchange Commission and the NYSE.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 SECSecurities and Exchange Commission for those officers. To the extent required by applicable rules of the SECSecurities and Exchange Commission and the NYSE,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'sCompany’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on the Company'sCompany’s website atwww.macerich.com under "Investing—"Investors—Corporate Governance-Code of Ethics." Each of these Codes of Conduct is available on the Company'sCompany’s website atwww.macerich.com under "Investing—"Investors—Corporate Governance."

During Procedures for Recommending Director Nominees
2016

During 2014,, there were no material changes to the procedures described in the Company's proxy statement relating to the 20142016 Annual Meeting of Stockholders by which stockholders may recommend director nominees to the Company.


Table of Contents

Item

ITEM 11.    EXECUTIVE COMPENSATION
Executive Compensation

CompensationThere is hereby incorporated by reference the information which appears under the captions "Compensation of Non-Employee 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

2017 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 non-employee directors are compensatedDirector Nominees," "Executive Officers" and "Equity Compensation Plan Information" in the Company's definitive proxy statement for their services accordingits 2017 Annual Meeting of Stockholders that is responsive to an arrangement authorizedthe information required by ourthis 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 recommendedits Committees" in the Company's definitive proxy statement for its 2017 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 Compensation Committee. The Compensationinformation which appears under the captions "Principal Accountant Fees and Services" and "Audit Committee generally reviews director compensation annually. A Board member whoPre-Approval Policy" in the Company's definitive proxy statement for its 2017 Annual Meeting of Stockholders that is also an employee of our Company or a subsidiary does not receive compensation for service as a director. Messrs. A. Coppola, Anderson and E. Coppola areresponsive to the only directors who are also employees of our Company or a subsidiary. Mr. Sullivan receives no compensation from our Company as a director because his employer's policies do not allow it, but he is reimbursed for his reasonable expenses.

In August 2013, Cook & Co. conducted a competitive review of our non-employee director compensation program and suggested changes for the Compensation Committee's consideration. Based on the recommendationsinformation required by the Compensation Committee, our Board of Directors revised certain aspects of our non-employee director compensation, effective August 7, 2013. The following sets forth the compensation structure that became effective as of August 7, 2013 and was in place during 2014:

this Item.


PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
Annual Retainer for Service on our Board$60,000
Annual Equity Award for Service on our Board$110,000 of restricted stock units based upon the closing price of our common stock, $0.01 par value per share, referred to as "Common Stock", on the grant date, which is in March of each year. The restricted stock units are granted under our 2003 Incentive Plan and have a one-year vesting period.
Annual Retainer for Lead Director$30,000
Annual Retainers for Chairs of Audit, Compensation, and Nominating & Corporate Governance CommitteesAudit: $32,500
Compensation: $32,500
Nominating & Corp. Governance: $25,000
Annual Retainer for Non-Chair Committee Membership$12,500
ExpensesThe reasonable expenses incurred by each director (including employee directors) in connection with the performance of their duties are reimbursed.

Non-Employee Director Equity Award Programs

In addition, our Director Phantom Stock Plan offers our non-employee directors the opportunity to defer cash compensation otherwise payable over a three-year period and to receive that compensation (to the extent that it is actually earned by service during that period) in cash or in shares of Common Stock as elected by the director, after termination of the director's service or on a specified payment date. Such compensation includes the annual cash retainers payable to our non-employee directors. Substantially all of our current non-employee directors during his or her term of service elected to receive all or a portion of such compensation in Common Stock. Deferred amounts are generally credited as stock units at the beginning of the applicable deferral period based on the present value of such deferred compensation divided by the average fair market value of our Common Stock for the preceding 10 trading days. Stock unit balances are credited with additional stock units as dividend equivalents and are ultimately paid out in shares of our Common Stock on a one-for-one basis. A maximum of 500,000 shares of our Common Stock may be issued in total under our Director Phantom Stock Plan, subject to certain customary adjustments for stock splits, stock dividends and similar events. The vesting of the stock units is accelerated in case of the death or disability of a director or, upon or after a change of control event, the termination of his or her services as a director.


Table of Contents

Our Company has a deferral program for the equity compensation of our non-employee directors which allows them to defer the receipt of all or a portion of their restricted stock unit awards and receive the underlying Common Stock after termination of service or a specified payment date. Any dividends payable with respect to those deferred restricted stock units will also be deferred and will be paid in accordance with their payment election. The deferred dividend equivalents may be paid in cash or converted into additional restricted stock units and ultimately paid in shares of our Common Stock on a one-to-one basis. The vesting of the restricted stock units is accelerated in case of the death or disability of a director or upon a change of control event.

2014 Non-Employee Director Compensation

The following table summarizes the compensation paid, awarded or earned with respect to each of our non-employee directors during 2014. Mr. Soboroff joined our Board on January 29, 2014. Mr. Sullivan joined our Board on November 14, 2014, but receives no compensation from our Company as a director because his employer's policies do not allow it.

Name
 Fees
Earned or
Paid in
Cash
($)(1)		 Stock
Awards
($)(2)		 Option
Awards
($)		 Non-Equity
Incentive
Plan
Compensation
($)		 Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings		 All Other
Compensation
($)		 Total
($)		 

Douglas D. Abbey

  85,000  110,000  —  —  —  —  195,000 

Fred S. Hubbell

  134,178  110,000  —  —  —  —  244,178 

Diana M. Laing

  99,178  110,000  —  —  —  —  209,178 

Stanley A. Moore

  111,678  110,000  —  —  —  —  221,678 

Mason G. Ross

  85,000  110,000  —  —  —  —  195,000 

Dr. William P. Sexton

  85,000  110,000  —  —  —  —  195,000 

Steven L. Soboroff

  66,926  137,790  —  —  —  —  204,716 

Andrea M. Stephen

  85,000  110,000  —  —  —  —  195,000 

John M. Sullivan

  —  —  —  —  —  —  — 

(1)
Pursuant to our Director Phantom Stock Plan, each director receiving compensation, except Messrs. Ross and Soboroff, elected to defer fully his or her annual cash retainers for 2014 and to receive such compensation in Common Stock at a future date. Mr. Ross elected to defer 50% of his annual retainer for 2014. Therefore, for 2014 compensation, Messrs. Abbey, Hubbell, Moore and Ross, Mses. Laing and Stephen and Dr. Sexton were credited with 3,176, 3,991, 3,510, 1,326, 1,950, 2,518 and 2,653 stock units, respectively, which vested during 2014 as their service was provided. The amount shown for Mr. Soboroff represents the prorated share of his director fees beginning January 29, 2014, the date he was elected as a director.

(2)
The amounts shown represent the grant date fair value computed in accordance with Statement of Financial Accounting Standards Bulletin ASC Topic 718 referred to as "FASB ASC Topic 718," of restricted stock awards granted under our 2003 Incentive Plan. Any estimated forfeitures were excluded from the determination of these amounts and there were no forfeitures of stock awards during 2014 by our directors. Assumptions used in the calculation of these amounts are set forth in footnote 18 to our audited financial statements for the fiscal year ended December 31, 2014 included in the Original Filing.

Except for Mr. Sullivan, each of our non-employee directors received 1,825 restricted stock units on March 7, 2014 under our 2003 Incentive Plan. The closing price of our Common Stock on that date was $60.25. Mr. Soboroff also received 500 restricted stock units upon joining our Board on January 29, 2014. The closing price of our Common Stock on that date was $55.58.


Table of Contents

    As of December 31, 2014, our non-employee directors held the following number of unvested shares of restricted stock, unpaid phantom stock units and unvested restricted stock units:

Name
 Unvested
Shares of
Restricted
Stock (#)		 Phantom
Stock
Units (#)		 Unvested
Restricted
Stock
Units (#)		 

Douglas D. Abbey

  1,265  9,165  1,825 

Fred S. Hubbell

  1,265  58,042  1,825 

Diana M. Laing

  1,265  25,030  1,825 

Stanley A. Moore

  1,265  59,965  1,825 

Mason G. Ross

  1,265  7,247  1,825 

Dr. William P. Sexton

  1,265  57,227  1,825 

Steven L. Soboroff

  —  —  2,325 

Andrea M. Stephen

  1,140  4,116  1,825 

John M. Sullivan

  —  —  — 

Compensation Committee Report

The Compensation Committee of the Board of Directors of The Macerich Company, a Maryland corporation, has reviewed and discussed the Compensation Discussion and Analysis in this Amendment with management. Based on such review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

  The Compensation CommitteePage
(a) and (c)1
Financial Statements
  Andrea M. Stephen, Chair
Report of Independent Registered Public Accounting Firm
65
Consolidated balance sheets as of December 31, 2016 and 2015
66
Consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014
67
Consolidated statements of equity for the years ended December 31, 2016, 2015 and 2014
68
Consolidated statements of cash flows for the years ended December 31, 2016, 2015 and 2014
71
Notes to consolidated financial statements
73
2
Stanley A. Moore
Dr. William P. Sexton
Steven L. Soboroff		Financial Statement Schedule
Schedule III—Real estate and accumulated depreciation
111

ITEM 16.    FORM 10-K SUMMARY
Not applicable.


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, 2016 and 2015, and the related consolidated statements of operations, equity and cash flows for each of the years in the three‑year period ended December 31, 2016. 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, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2016, 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.
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, 2016, 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 24, 2017, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP
Los Angeles, California
February 24, 2017


THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)

 December 31,
 2016 2015
ASSETS:   
Property, net$7,357,310
 $8,796,912
Cash and cash equivalents94,046
 86,510
Restricted cash49,951
 41,389
Tenant and other receivables, net136,998
 130,002
Deferred charges and other assets, net478,058
 564,291
Due from affiliates68,227
 83,928
Investments in unconsolidated joint ventures1,773,558
 1,532,552
Total assets$9,958,148
 $11,235,584
LIABILITIES AND EQUITY:   
Mortgage notes payable:   
Related parties$176,442
 $181,069
Others3,908,976
 4,427,518
Total4,085,418
 4,608,587
Bank and other notes payable880,482
 652,163
Accounts payable and accrued expenses61,316
 74,398
Accrued dividend—
 337,703
Other accrued liabilities366,165
 403,281
Distributions in excess of investments in unconsolidated joint ventures78,626
 24,457
Co-venture obligation58,973
 63,756
Total liabilities5,530,980
 6,164,345
Commitments and contingencies

 

Equity:   
Stockholders' equity:   
Common stock, $0.01 par value, 250,000,000 shares authorized, 143,985,036 and 154,404,986 shares issued and outstanding at December 31, 2016 and 2015, respectively1,440
 1,544
Additional paid-in capital4,593,229
 4,926,630
Accumulated deficit(488,782) (212,760)
Total stockholders' equity4,105,887
 4,715,414
Noncontrolling interests321,281
 355,825
Total equity4,427,168
 5,071,239
Total liabilities and equity$9,958,148
 $11,235,584
The accompanying notes are an integral part of these consolidated financial statements.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

 For The Years Ended December 31,
 2016 2015 2014
Revenues:     
Minimum rents$616,295
 $759,603
 $633,571
Percentage rents20,902
 25,693
 24,350
Tenant recoveries305,282
 415,129
 361,119
Other59,328
 61,470
 52,226
Management Companies39,464
 26,254
 33,981
Total revenues1,041,271
 1,288,149
 1,105,247
Expenses:     
Shopping center and operating expenses307,623
 379,815
 353,505
Management Companies' operating expenses98,323
 92,340
 88,424
REIT general and administrative expenses28,217
 29,870
 29,412
Costs related to unsolicited takeover offer—
 25,204
 —
Depreciation and amortization348,488
 464,472
 378,716
 782,651
 991,701
 850,057
Interest expense:     
Related parties8,973
 10,515
 15,134
Other154,702
 201,428
 175,555
 163,675
 211,943
 190,689
(Gain) loss on extinguishment of debt, net(1,709) (1,487) 9,551
Total expenses944,617
 1,202,157
 1,050,297
Equity in income of unconsolidated joint ventures56,941
 45,164
 60,626
Co-venture expense(13,382) (11,804) (9,490)
Income tax (expense) benefit(722) 3,223
 4,269
Gain on sale or write down of assets, net415,348
 378,248
 73,440
Gain on remeasurement of assets—
 22,089
 1,423,136
Net income554,839
 522,912
 1,606,931
Less net income attributable to noncontrolling interests37,844
 35,350
 107,889
Net income attributable to the Company$516,995
 $487,562
 $1,499,042
Earnings per common share attributable to common stockholders:     
Basic$3.52
 $3.08
 $10.46
Diluted$3.52
 $3.08
 $10.45
Weighted average number of common shares outstanding:     
Basic146,599,000
 157,916,000
 143,144,000
Diluted146,711,000
 158,060,000
 143,291,000
   The accompanying notes are an integral part of these consolidated financial statements.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)


 Stockholders' Equity    
 Common Stock Additional Paid-in Capital Retained Earnings (Accumulated
Deficit)		 Total Stockholders'
Equity		    
 Shares 
Par
Value
    
Noncontrolling
Interests
 
Total
Equity
Balance at January 1, 2014140,733,683
 $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 plans168,379
 2
 34,871
 —
 34,873
 —
 34,873
Employee stock purchases25,007
 —
 1,231
 —
 1,231
 —
 1,231
Stock issued to acquire properties17,140,845
 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 shares134,082
 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, 2014158,201,996
 $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.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Dollars in thousands, except per share data)
 Stockholders' Equity    
 Common Stock Additional Paid-in Capital Retained Earnings (Accumulated
Deficit)		 
Total Stockholders'
Equity
    
 Shares 
Par
Value
    
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2014158,201,996
 $1,582
 $5,041,797
 $596,741
 $5,640,120
 $399,729
 $6,039,849
Net income—
 —
 —
 487,562
 487,562
 35,350
 522,912
Amortization of share and unit-based plans241,186
 2
 34,373
 —
 34,375
 —
 34,375
Employee stock purchases23,036
 —
 1,512
 —
 1,512
 —
 1,512
Stock repurchase(4,140,788) (41) (153,602) (246,501) (400,144) —
 (400,144)
Distributions declared ($6.63) per share—
 —
 —
 (1,050,562) (1,050,562) —
 (1,050,562)
Distributions to noncontrolling interests—
 —
 —
 —
 —
 (74,677) (74,677)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 23
 23
Other—
 —
 (1,593) —
 (1,593) —
 (1,593)
Conversion of noncontrolling interests to common shares79,556
 1
 1,558
 —
 1,559
 (1,559) —
Redemption of noncontrolling interests—
 —
 (343) —
 (343) (113) (456)
Adjustment of noncontrolling interests in Operating Partnership—
 —
 2,928
 —
 2,928
 (2,928) —
Balance at December 31, 2015154,404,986
 $1,544
 $4,926,630
 $(212,760) $4,715,414
 $355,825
 $5,071,239
The accompanying notes are an integral part of these consolidated financial statements.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Dollars in thousands, except per share data)
  Stockholders' Equity    
  Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity    
  Shares 
Par
Value
    
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2015 154,404,986
 $1,544
 $4,926,630
 $(212,760) $4,715,414
 $355,825
 $5,071,239
Net income —
 —
 —
 516,995
 516,995
 37,844
 554,839
Amortization of share and unit-based plans 139,671
 2
 40,527
 —
 40,529
 —
 40,529
Employee stock purchases 28,147
 —
 1,697
 —
 1,697
 —
 1,697
Stock repurchases (11,123,011) (111) (412,391) (387,516) (800,018) —
 (800,018)
Distributions declared ($2.75) per share —
 —
 —
 (405,501) (405,501) —
 (405,501)
Distributions to noncontrolling interests —
 —
 —
 —
 —
 (35,677) (35,677)
Contributions from noncontrolling interests —
 —
 —
 —
 —
 90
 90
Conversion of noncontrolling interests to common shares 535,243
 5
 12,443
 —
 12,448
 (12,448) —
Redemption of noncontrolling interests —
 —
 (23) —
 (23) (7) (30)
Adjustment of noncontrolling interests in Operating Partnership —
 —
 24,346
 —
 24,346
 (24,346) —
Balance at December 31, 2016 143,985,036
 $1,440
 $4,593,229
 $(488,782) $4,105,887
 $321,281
 $4,427,168
The accompanying notes are an integral part of these consolidated financial statements.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 For the Years Ended December 31,
 2016 2015 2014
Cash flows from operating activities:     
Net income$554,839
 $522,912
 $1,606,931
Adjustments to reconcile net income to net cash provided by operating activities:     
(Gain) loss on early extinguishment of debt, net(13,737) (16,066) 526
Gain on sale or write down of assets, net(415,348) (378,248) (73,440)
Gain on remeasurement of assets—
 (22,089) (1,423,136)
Depreciation and amortization355,358
 471,320
 387,785
Amortization of net premium on mortgage notes payable(4,048) (20,232) (8,906)
Amortization of share and unit-based plans33,288
 28,367
 29,463
Straight-line rent adjustment(5,237) (7,192) (5,825)
Amortization of above and below-market leases(12,815) (16,510) (9,083)
Provision for doubtful accounts3,586
 4,698
 3,962
Income tax expense (benefit)722
 (3,223) (4,269)
Equity in income of unconsolidated joint ventures(56,941) (45,164) (60,626)
Co-venture expense13,382
 11,804
 9,490
Distributions of income from unconsolidated joint ventures7,248
 4,541
 2,412
Changes in assets and liabilities, net of acquisitions and dispositions:     
Tenant and other receivables(7,585) 1,908
 (12,356)
Other assets(20,033) 13,892
 (15,594)
Due from affiliates15,983
 (7,025) (1,770)
Accounts payable and accrued expenses(8,929) (4,014) (123)
Other accrued liabilities(22,227) 698
 (24,735)
Net cash provided by operating activities417,506
 540,377
 400,706
Cash flows from investing activities:     
Acquisition of properties—
 (26,250) (15,233)
Development, redevelopment, expansion and renovation of properties(211,616) (272,334) (185,412)
Property improvements(47,863) (53,335) (66,718)
Cash acquired from acquisitions—
 —
 28,890
Proceeds from note receivable3,677
 1,833
 4,825
Issuance of notes receivable—
 —
 (65,130)
Deposit on acquisition of property—
 (12,500) —
Deferred leasing costs(28,074) (33,902) (28,019)
Distributions from unconsolidated joint ventures444,095
 105,640
 78,222
Contributions to unconsolidated joint ventures(430,428) (426,186) (336,621)
Collections of loans to unconsolidated joint ventures, net—
 —
 2,756
Proceeds from sale of assets724,275
 646,898
 320,123
Restricted cash(10,953) (30,888) 6,526
Net cash provided by (used in) investing activities443,113
 (101,024) (255,791)
The accompanying notes are an integral part of these consolidated financial statements.

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
 For the Years Ended December 31,
 2016 2015 2014
Cash flows from financing activities:     
Proceeds from mortgages, bank and other notes payable3,201,138
 4,080,671
 1,204,946
Payments on mortgages, bank and other notes payable(2,437,891) (3,284,213) (853,080)
Deferred financing costs(10,584) (11,805) (1,267)
Payment of finance deposits, net of refunds received—
 (11,138) —
Proceeds from share and unit-based plans1,697
 1,512
 1,231
Payment of stock issuance costs—
 —
 (5,503)
Stock repurchases(800,018) (400,144) —
Redemption of noncontrolling interests(30) (456) (236)
Contributions from noncontrolling interests90
 23
 —
Purchase of noncontrolling interest—
 (1,593) (55,867)
Settlement of contingent consideration(10,012) —
 (18,667)
Dividends and distributions(779,308) (787,109) (385,725)
Distributions to co-venture partner(18,165) (23,498) (15,555)
Net cash used in financing activities(853,083) (437,750) (129,723)
Net increase in cash and cash equivalents7,536
 1,603
 15,192
Cash and cash equivalents, beginning of year86,510
 84,907
 69,715
Cash and cash equivalents, end of year$94,046
 $86,510
 $84,907
Supplemental cash flow information:     
Cash payments for interest, net of amounts capitalized$153,838
 $231,106
 $186,877
Non-cash investing and financing activities:     
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities$49,484
 $52,983
 $83,108
Acquisition of property by issuance of common stock$—
 $—
 $1,166,777
Conversion of Operating Partnership Units to common stock$12,448
 $1,559
 $2,410
Accrued dividend$—
 $337,703
 $—
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities$—
 $—
 $1,414,659
Mortgage notes payable settled in deed-in-lieu of foreclosure$37,000
 $34,149
 $—
Mortgage notes payable assumed by buyers in sales of properties$—
 $—
 $31,725
Mortgage notes payable assumed by buyer in exchange for investment in unconsolidated joint venture$997,695
 $1,782,455
 $—
Note receivable issued in connection with sale of property$—
 $—
 $9,603
Acquisition of property in exchange for settlement of notes receivable$—
 $—
 $14,120
Acquisition of property in exchange for investment in unconsolidated joint venture$—
 $76,250
 $15,767
Contingent consideration in acquisition of property$—
 $—
 $10,012
Assumption of mortgage notes payable and other liabilities from unconsolidated joint ventures$—
 $50,000
 $—
   The accompanying notes are an integral part of these consolidated financial statements.

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THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)


1COMPENSATION DISCUSSION AND ANALYSIS

. Executive Summary
Organization

Our objective:

The Macerich Company (the "Company") is to closely align executive compensationinvolved 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 creationcompletion of stockholder value, throughits initial public offering on March 16, 1994. As of December 31, 2016, the Company was the sole general partner of and held a balanced focus on both short-term93% 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 long-term performance and a substantial emphasis on total stockholder return. We believe our executive compensation policies and practices appropriately align the interests of our executives with those of our stockholders through a combination of base salary, annual incentive compensation awards and long-term incentive equity awards with a heavy emphasis on performance-based equity awards. In this section, the "Committee" refers to the Compensation Committee of our Board, unless the context otherwise provides.

Performance Overview

To better understand our compensation decisions, it is helpful to supplement the discussion of our executive compensation program with an overviewredevelopment of the strong performanceCompany'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 ourColorado, 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 owned by the Company overand 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 sustained periodcontrolling financial interest or entities that meet the definition of time. We design our program to reward consistent financial and operating performance, with a specific focus on creating stockholder value overvariable interest entity in which the long-term.

2014 was a year of major progress and accomplishments for our Company on all fronts. Ashas, as a result of our strong leadership, we continuedownership, contractual or other financial interests, both the power to seize opportunities and further strengthen our Company and our growth prospects.

Our Company's one-year, three-year and five-year total stockholder return outperformeddirect activities that most significantly impact the FTSE NAREIT All Equity REITs Indexeconomic performance of the variable interest entity and the S&P 500 Index overobligation 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.

On January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which made certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity ("VIE") characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. The Company evaluated the new standard and determined that no change was required to its accounting for variable interest entities. However, under the guidance of the new standard, all three periods. Ourof the Company's total stockholder return was 185% overconsolidated joint ventures, including the five years ended December 31, 2014, representingOperating Partnership, now meet the definition and criteria as VIEs and the Company is the primary beneficiary of each VIE.
The Company's sole significant asset is its investment in the Operating Partnership and as a compounded annual returnresult, substantially all of 23%.


Cumulative Total Stockholder Returns

the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of VIEs.

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Over

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)

The Operating Partnership's VIEs included the past following assets and liabilities:
 December 31,
 2016 2015
Assets:   
Properties, net$307,582
 $362,129
Other assets68,863
 74,075
Total assets$376,445
 $436,204
Liabilities:   
Mortgage notes payable$133,245
 $139,767
Other liabilities75,913
 79,984
Total liabilities$209,158
 $219,751
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 $5,237, $7,192 and $5,825 due to the straight-line rent adjustment during the years fundsended December 31, 2016, 2015 and 2014, respectively. Percentage rents are recognized and accrued when tenants' specified sales targets have been met.
Estimated recoveries from operations ("FFO") per share-diluted,(1) sales per square footcertain tenants for their pro rata share of real estate taxes, insurance and occupancy rates of our regionalother shopping center portfolio have grown steadily.(2)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:
FFO Per Share-Diluted(1)(2)Buildings and improvementsSales Per Square Foot(2)5 - 40 years


Tenant improvements


5 - 7 years

Occupancy at Year-End(2)Equipment and furnishings



5 - 7 years

74
(1)
FFO per share-diluted represents funds from operations
Table of Contents
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)

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 diluted basis, excludingvacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the gainCompany 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 loss on early extinguishmentwhen the construction is substantially complete.
Investment in Unconsolidated Joint Ventures:
The Company accounts for its investments in joint ventures using the equity method of debt and adjusting for certain itemsaccounting unless the Company has a controlling financial interest in 2012 related to Shoppingtown Mall, Valley View Center and Prescott Gateway. Forthe joint venture or the joint venture meets the definition of FFO per share-diluteda 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 reconciliationgreater than 50% interest in Candlestick Center LLC, Corte Madera Village, LLC, Macerich HHF Centers LLC, New River Associates LLC and Pacific Premier Retail LLC, the Company does not have controlling financial interests in these joint ventures due to the substantive participation rights of FFO per share-dilutedthe outside partners in these joint ventures and, therefore, accounts for its investments in these joint ventures 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, per share attributableas net income includes charges for depreciation and amortization.
Acquisitions:
The Company allocates the estimated fair value of acquisitions to common stockholders-diluted, see Exhibit 99.1land, 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 this Amendmentthe land and "Management's Discussionbuildings 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 Analysisare depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of Financial Conditionin-place operating leases which come in three forms: (i) leasing commissions and Resultslegal costs, which represent the value associated with “cost avoidance” of Operations—Funds from Operations and Adjusted Funds from Operations"acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Original Filing.

(2)
For additional information about these financial metrics, seeCompany's markets; (ii) value of in-place leases, which represents the Original Filing.
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 any below-market fixed rate renewal options. 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

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Our 2014 Fiscal Year Highlights

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)

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 Committee believesinitial 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 2014 was a very productive year for our Companythe fair value of the existing equity investment exceeds the carrying value of the investment.
Deferred Charges:
Costs relating to obtaining tenant leases are deferred and that our executive officers were instrumental in achieving those results. The following are someamortized over the initial term of our Company's most notable accomplishments during 2014:

    •
    In November 2014, we acquired from our joint venture partner, Ontario Teachers' Pension Plan Board, its 49% interest in five top super regional Centers in exchange for Common Stock. We now have 100% ownership ofthe lease agreement using the straight-line method. As these highly productive, market-dominant Centers, two of which are among our Company's top five mostdeferred leasing costs represent productive assets on a sales per square foot basis.

    •
    In October 2014, we acquired from our joint venture partner a 40% interestincurred in Fashion Outletsconnection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of ChicagoCash Flows. Costs relating to financing of shopping center properties are deferred and now own 100% of this recently-developed, and highly productive, 529,000 square foot center. As of December 31, 2014, this center was 94.4% occupied with annual tenant sales of $651 per square foot.

    •
    In July 2014, we formed a joint venture partnership with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, which consists of approximately 1,400,000 square feet of retail and office space in downtown Philadelphia. The Gallery is strategically positioned where mass transit, tourism,amortized over the residential population and employment base converge. This joint venture redevelopment will focus on creating Philadelphia's only transit-oriented, retail-anchored, multi-use property offering accessible luxury retailing and artisan food experiences.

    •
    In November 2014, we formed a 50/50 joint venture with Lennar Corporation, onelife of the nation's leading homebuilders, to develop a 500,000 square foot urban outlet project that will anchor a new community at Candlestick Point in San Francisco. This development will be onerelated loan using the straight-line method, which approximates the effective interest method.
The range of the largest urban mixed-use projects interms of the United States.

•
We continued to strengthen our balance sheet in 2014 and believe we have the strongest balance sheet in our Company's history. As of December 31, 2014, our debt to EBITDA ratio was a healthy 7.2x, the weighted average term of our debt was 5.2 years, and our debt to total market capitalization was the lowest in our history at 33.4%.

•
In December 2014 we increased our quarterly cash dividend by 4.8% from $0.62 to $0.65 per share.

•
Our Company was recognized for its Centers—a few of our acknowledgements were: Fashion Outlets of Chicago received the 2014 Best Factory Outlet Centre in the World MAPIC award and was honoredagreements is as ICSC's 2014 U.S. Design and Development Gold recipient. Additionally, our Company received the 2014 Retail "Leader in the Light" Award from NAREIT, honoring superior and sustained energy practices, and was designated a Global Real Estate Sustainability Benchmark Green Star 2014, an important measure of sustainability performance for real estate portfolios around the world.

Our 2014 Fiscal Year in Review

Under Mr. A. Coppola's leadership, our executive team delivered the following achievements with respect to key quantitative and qualitative corporate goals set by the Committee for 2014 in consultation with Mr. A. Coppola and our other executives. Target and high performance levels were generally established for the quantitative goals and the Committee considered, among other factors, the actual achievements against each goal in its decision regarding the annual incentive bonuses for the named executive officers for 2014.

follows:

Table of Contents

Operational Goals and Achievements

Goal:Deferred lease costsAchieve our FFO per share-diluted guidance of $3.50 to $3.60.1 - 15 years

Achievement:Deferred financing costs

FFO per share-diluted, excluding the loss on early extinguishment of debt, was $3.60 in 2014, at the high-end of our initial guidance and above the target performance level set by the Committee of $3.55. These positive results were fueled by strong fundamentals in our portfolio: solid tenant sales growth, good releasing spreads, continued same center net operating income growth and significant occupancy gains.

Goal:

Achieve same center net operating income growth of 2.75% to 4.25%.

Achievement:

Same center net operating income growth was 4.24% in 2014, above the target performance level set by the Committee of 3.50%.

Leasing Goals and Achievements

Goal:Deliver double-digit releasing spreads from our high quality "A" Centers.

Achievement:

The releasing spreads of our "A" Centers were 14.4% for 2014 and the releasing spreads for our entire portfolio were 22%. With respect to our "A" Centers, this well exceeded the target performance level set by the Committee and nearly met the high performance level of 15%.

Goal:

Obtain overall occupancy level at our Centers of at least 95%.

Achievement:

Our overall occupancy was 95.8% at December 31, 2014, a 120 basis point increase from 94.6% at December 31, 2013. This exceeded the target performance level set by the Committee and was our highest occupancy level in a decade.

Goal:

Convert temporary tenants to permanent tenants.

Achievement:

Temporary occupancy at December 31, 2014 decreased by 120 basis points from December 31, 2013. The Committee's high performance level for this goal was exceeded.

Goal:

Achieve pre-established leasing milestones at identified properties.

Achievement:

•

Tysons Corner Center:    signed leases for approximately 80% of the office tower.

•

Los Cerritos Center:    executed leases to add a new state-of-the-art Harkins Theatres and Dick's Sporting Goods as junior anchors.

•

Santa Monica Place:    received final city approval to add a 48,000 square foot state-of-the-art ArcLight Cinemas to the third-level entertainment and dining deck (construction underway, target completion Fall 2015).

•

Scottsdale Fashion Square:    commenced expansion and executed leases with Dick's Sporting Goods and Harkins Theatres.




These achievements, which met or exceeded the Committee's expectations for these goals, demonstrate our Company's longstanding ability to add significant value to our well-situated properties.1 - 15 years

Accounting for Impairment:

Table

The Company assesses whether an indicator of Contents

Development Goals and Achievements

Goal:Acquire at least one new outlet center opportunity.

Achievement:

We formed two joint ventures, which are prime examples of our successful outlet business strategy:

•

a redevelopment joint venture with Pennsylvania Real Estate Investment Trust for approximately 1,400,000 square feet of retail and office space at The Gallery in downtown Philadelphia. The Gallery is strategically positioned where mass transit, tourism, the residential population and employment base converge.

•

a development joint venture with Lennar Corporation, one of the nation's leading homebuilders, for a 500,000 square foot urban outlet project that will anchor a new community at Candlestick Point in San Francisco.




These achievements exceeded the Committee's expectations for this goal.

Goal:

Achieve pre-established development milestones for identified projects.

Achievement:

•

Tysons Corner Center:    continued construction according to plan of a 430 unit luxury residential tower and 300 room Hyatt Regency hotel, which are part of the 1,400,000 square foot expansion of Tysons Corner Center.

•

Fashion Outlets of Niagara Falls USA:    completed 175,000 square foot expansion, which opened in October 2014 on schedule and on budget. At December 31, 2014, we had signed leases for approximately 82% of the expansion, in excess of our 75% target.

•

Broadway Plaza:    as part of a 235,000 square foot expansion, demolished two older inefficient parking structures and completed ahead of schedule a five-level parking deck.

•

Green Acres Mall:    received city approval for a 335,000 square foot expansion, which exceeded our target. At December 31, 2014, we had executed letters of intent with respect to over 40% of the space.

•

Kings Plaza:    developed a remerchandising plan for the Sears space and are discussing opportunities with prospective retail users.




We achieved or exceeded the Committee's expectations for these goals.

Strategic Goals and Achievements

Goal:Make significant progress regarding alternate plans for our JCPenney and Sears locations.

Achievement:

We reduced the number, and related risk, of JCPenney and Sears stores, including working with Sears to lease a portion of their space at Danbury Fair Mall and Freehold Raceway Mall to Primark at no cost to us. We are working with Sears to further rationalize their footprints at several additional locations and expect announcements regarding this during 2015. These achievements met the Committee's expectations for this goal.

Goal:

Make progress on the repositioning of two of four identified "B" assets.

Achievement:

The progress made met the Committee's expectations for this goal.

Goal:

Complete dispositions of at least $250 million of non-core assets.

Achievement:

We continued execution of our proven strategic plan of transforming our portfolio through opportunistic dispositions of non-core assets and recycling the proceeds into our highly value-creative redevelopment pipeline. Dispositions during 2014 included interests in five Centers resulting in our pro rata share of the sales proceeds of approximately $360 million and net proceeds of approximately $326 million. These achievements exceeded the Committee's expectations for this goal.

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Principal Components of our Executive Compensation Program and Key Compensation Decisions for Fiscal Year 2014

Based on our 2014 fiscal year performance, highlights and achievements described above, the compensation decisions made by the Committee for our named executive officers for 2014 demonstrate a close link between pay and performance. The Committee believes strongly in linking compensation to performance: the annual incentive awards (which for 2014 were entirelyimpairment in the form of equity awards) were approximately 33% of total compensation for our named executive officers, and the earned value of 75% of the long-term incentive equity awards depended on our 2014 total stockholder return relative to the total stockholder return of all publicly-traded equity REITs (the "Equity Peer REITs"). As used in this Compensation Discussion and Analysis section, "total compensation" refers to the named executive officer's base salary, the annual incentive award for 2014 performance and the grant date fair value (as determined for accounting purposes) of the long-term incentive equity awards granted during 2014.


Table of Contents

The following chart summarizes, for each component of our executive compensation program, the objectives and key features and the compensation decisions madeits properties exists by the Committee for our named executive officers for 2014.

Compensation
Component		Compensation Objectives
and Key Features		Key Compensation Decisions
for Fiscal Year 2014

Base Salary

•

Relatively small, fixed cash pay based on the scope and complexity of each position, the officer's experience, competitive pay levels and general economic conditions.

•

There were no changes in salary in 2014 for the named executive officers.

Annual Incentive Bonus

•

Variable cash and/or equity compensation that provides incentive and reward to our executive officers based on the Committee's assessment of performance, both corporate and individual.

•

Strong corporate and individual performance led the Committee to approve the following annual incentive awards, paid entirely in the form of fully-vested LTIP Units. The award amounts reflect the approximate midpoint between the target and high performance level for each named executive officer.

•

Measures of corporate performance principally focused on the achievement of operational, leasing, development and strategic goals, as described above.

                                                LTIP Unit
NameBonus Amount
A. Coppola                            $3,000,000
    E. Coppola                             $2,400,000
    T. O'Hern                               $1,300,000
    T. Leanse                               $1,200,000
    R. Perlmutter                          $1,200,000

Long-Term Incentive Equity Program

•

Variable equity compensation component that provides incentive for our executive officers to take actions that contribute to the creation of stockholder value by aligning the compensation earned with our relative total stockholder return performance.

•

For 2014, the Committee granted performance-based (75% of the total award) and service-based (25% of the total award) LTIP Units to our named executive officers.

•

Performance-based LTIP Units vested at 0% to 150% of target (linear function) based on our total stockholder return over the performance period compared to the Equity Peer REITs. For half of these performance-based LTIP Units, vesting was also subject to achievement of 3% absolute total stockholder return to further incentivize the creation of value for our stockholders.

•

The performance-based LTIP Units vested at 150% of the target number of units, based on the percentile ranking of our Company's total stockholder return for 2014 relative to the Equity Peer REITs, as well as our absolute total stockholder return level for the year.

•

Executive officers are not entitled to full distributions until performance-based LTIP Units vest.

•

Vested performance-based LTIP Units must be retained for two years after vesting.

•

Even though these performance-based LTIP Units have vested, they must be retained by our executives until at least December 31, 2016.

•

Service-based LTIP Units promote retention and stability of our management team.

•

Service-based LTIP Units vest in annual installments over a three-year period.

•

LTIP Units are units in our "The Macerich Partnership, L.P., or our Operating Partnership" that are convertible into shares of our Common Stock under certain circumstances.

The following diagrams present our named executive officers' 2014 actual pay mix of total compensation as more fully described on pages 30-31 of this Amendment and highlight the substantial link between our named executive


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officers' compensation and performance. The diagrams further illustrate the strong alignment of our named executive officers' interests with our stockholders' interests through our emphasis on equity award compensation for our named executive officers.


Chief Executive Officer
2014 Pay Mix


Other Named Executive Officers
2014 Pay Mix


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Specific Compensation and Corporate Governance Features

Several elements of our program are designed to more strongly align our executive compensation with long-term stockholder interests, as described below. Our executive compensation program received overwhelming support at our annual meeting of stockholders in 2014 with approximately 98% of the votes cast in favor of our say-on-pay proposal.

Limited Employment Agreements.    We have no employment agreements, except for our agreement with Mr. Leanse, our Senior Executive Vice President, Chief Legal Officer and Secretary, which terminates on December 31, 2015.

Elimination of Excise Tax Gross-Up Provisions.    Significant progress has been made to eliminate all excise tax gross-up provisions from our management continuity agreements which provide change of control benefits. On March 15, 2013, in response to Mr. A. Coppola's offer, our Company and Mr. A. Coppola terminated his management continuity agreement. The management continuity agreements of Messrs. E. Coppola and O'Hern were not extended by our Company and, therefore, will terminate in December 2015. The termination of these agreements was primarily based on the desire of Mr. A. Coppola and the Committee to eliminate all change of control excise tax gross-ups consistent with good corporate governance practices. Upon termination of Messrs. E. Coppola and O'Hern's management continuity agreements, all excise tax gross-up provisions will have been eliminated.

Stock Ownership Guidelines.    We have robust stock ownership policies for our named executive officers and directors and each of these individuals that are subject to them is in compliance with those policies. See "Stock Ownership Policies" on page 31 of this Amendment.

Clawback Policy.    Our Board adopted a clawback policy that allows us to recover incentive compensation paid to our executive officers if the compensation was based on achieving financial results that were subsequently restated and the amount of the executive officer's incentive compensation would have been lower had the financial results been properly reported.

Anti-Hedging Policy.    Our Board also adopted a policy prohibiting all of our directors, officers and employees from engaging in any hedging or monetization transactions that are designed to hedge or offset any decrease in the market value of our securities. This policy also prohibits short sales and the purchase and sale of publicly traded options of our Company.

Anti-Pledging Policy.    In addition, our Board adopted a policy (a) prohibiting all our directors and executive officers from pledging our securities if they are unable to meet our stock ownership requirements without reference to such pledged shares and (b) recommending that our directors and executive officers not pledge our securities.


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Our Executive Compensation Program

Inputs to Compensation Decisions

Role of the Compensation Committee.    The Committee reviews and approves the compensation for our executive officers, reviews our overall compensation structure and philosophy and administers certain of our employee benefit and stock plans, with authority to authorize awards under our incentive plans. The Committee currently consists of four independent directors, Ms. Stephen, Messrs. Moore and Soboroff and Dr. Sexton.

Role of Compensation Consultant.    The Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant as it deems necessary to assist in the evaluation of director or executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. As requested by the Committee, our compensation consultant periodically provides reviews of the various elements of our compensation programs, including evolving compensationconsidering expected future operating income, trends and market survey data.

The Committee has retained Cook & Co. as its independent compensation consultant with respect to our compensation programs. Cook & Co.'s role is to evaluate the existing executive and non-employee director compensation programs, assess the design and competitive positioning of these programs, and make recommendations for change, as appropriate. The Committee has considered the independence of Cook & Co. and determined that its engagement of Cook & Co. does not raise any conflicts of interest with our Company or any of our directors or executive officers. Cook & Co. provides no other consulting services to our Company, our executive officers or directors.

Role of Data for Peer Companies.    In 2013, Cook & Co. conducted a review of the design and structure of our executive compensation, including a competitive analysis of pay opportunities for our named executive officers. As part of Cook & Co.'s competitive review, the Committee selected the following U.S. publicly traded REITs to be included in a peer group to evaluate our executive compensation decisions for 2014. These REITs were selected because they are considered comparable to our Company primarily in terms of size, but also with consideration of property focus. We feel that size, as measured by total capitalization, and where applicable a focus on the retail sector, best depict a complexity and breadth of operations,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 capital and assets managed, similar to our Company.

Alexandria Real Estate Equities, Inc.Kilroy Realty Corporation
AvalonBay Communities, Inc.Kimco Realty Corporation
Boston Properties, Inc.Prologis, Inc.
Digital Realty Trust, Inc.Regency Centers Corporation
Douglas Emmett, Inc.Simon Property Group, Inc.
Equity ResidentialSL Green Realty Corp.
Federal Realty Investment TrustTanger Factory Outlets
General Growth Properties, Inc.Taubman Centers, Inc.
HCP, Inc.Ventas, Inc.
Host Hotels & Resorts, Inc.Vornado Realty Trust

This is the same peer group used by the Committee for 2013. The Committee reviews compensation practices at peer companies to inform itself and aid it in its decision-making process so it can establish compensation programs that it believes are reasonably competitive. The Committee, however, does not set compensation components to meet specific benchmarks. Instead the Committee focuses on a balance of annual and long-term compensation, which is heavily weighted toward "at risk" performance-based compensation. While the Committee does review our executive compensation program relative to the peer group to help perform its subjective analysis, peer group data is not used as the determining factor in setting compensation because each officer's role and experience is unique and actual compensation for comparable officers at the peer companies may be the result of a year of over-performance or under-performance. The Committee believes that ultimately the decision as to appropriate


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compensation for a particular officer should be made based on a full review of that officer's and our Company's performance.

Role of CEO.    Mr. A. Coppola generally attends the Committee meetings (excludingimpairment loss, if any, executive sessions) and provides his analysis and recommendations with respect to our Company's executive compensation program, including the compensation for our other named executive officers. Given his knowledge of our executive officers and our business, the Committee believes that Mr. A. Coppola's input is an integral and vital part of the compensation process and, therefore, values his recommendations. The Committee, however, is responsible for approving the compensation for all of our named executive officers.

Objectives of the Executive Compensation Program

Our executive compensation program is designed to attract, retain and reward experienced, highly motivated executives who are capable of leading our Company in executing our ambitious growth strategy. The Committee believes strongly in linking compensation to corporate performance: the annual incentive awards (which for 2014 were entirely in the form of equity awards) are primarily based on overall corporate performance and represented approximately 33% of total compensation for our named executive officers, and the earned value of 75% of the long-term incentive equity awards depends on our 2014 total stockholder return relative to the Equity Peer REITs. The Committee also recognizes individual performance in making its executive compensation decisions. The Committee believes this is the best program overall to attract, motivate and retain highly skilled executives whose performance and contributions benefit our Company and our stockholders. The Committee believes it utilizes the right blend of cash and equity awards to provide appropriate incentives for executives while aligning their interests with our stockholders and encouraging their long-term commitment to our Company. The Committee does not have a strict policy to allocate a specific portion of compensation to our named executive officers between either cash and non-cash or short-term and long-term compensation. Instead, the Committee considers how each component promotes retention and/or motivates performance by the executive.

Elements of the Program

Our executive compensation program includes the following three principal elements:

    Base Salary.    The executive's base salary is intended to create a minimum level of fixed compensation based on the experience, position and responsibilities of the executive. The base salary of each named executive officer is reviewed by the Committee on an annual basis and is subject to discretionary increases that generally are based on, in the subjective judgment of the Committee, competitive pay levels, general economic conditions and/or other factors deemed relevant by the Committee.

    Annual Incentive Compensation Program.    Our Company has an annual incentive compensation program for executive officers, other senior officers and key employees under which bonuses, which may be paid in the form of cash and/or equity awards, are awarded by the Committee to reflect corporate and individual performance during the prior calendar year. The Committee awards a level of annual incentive compensation that corresponds to the level of corporate and individual performance that the Committee determines was achieved for the year. The purpose of this annual incentive compensation program is to motivate and reward executives for performance that benefits our Company and our stockholders and to recognize the contributions of our key employees.

      Corporate Performance.    The annual incentive compensation award is primarily based on overall corporate performance, which for 2014 principally focused on the achievement of operational, leasing, development and strategic goals, as described above under "Executive Summary—Our 2014 Fiscal Year in Review." No particular weighting is assigned by the Committee to any performance measure for purposes of determining award amounts.

      Individual Performance.    The annual incentive compensation award is also based on the Committee's evaluation of the individual executive's performance and, therefore, provides executives with an incentive


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      for superior individual performance. The Committee evaluates the individual performance of our named executive officers and assesses the accomplishments and progress of each individual after generally reviewing their goals regarding their respective areas of responsibility.

      Award Amounts.    The actual annual incentive compensation awarded to each named executive officer is determined by comparing the Committee in its discretion based on its assessment of corporate and individual performance as described above. For corporate and individual performance, the Committee determines the level of performance that has been achieved for the year, ranging from significantly below target up to and exceeding the high performance level.

      If the Committee determines overall that the target performance level is achieved, annual incentive compensation generally is 200% of base salary (for the CEO and President) or 150% of base salary (for the other named executive officers). If the Committee believes the high performance level is met, the bonus generally equals 200% of each executive's target bonus opportunity, which is the equivalent of 400% of base salary (for the CEO and President) or 300% of base salary (for the other named executive officers). The Committee sets target and high performance annual bonuses for Messrs. A. Coppola and E. Coppola at a higher percentage level of base salary than the other executives because as the CEO and President, respectively, they are our strategic leaders and manage and direct our other named executive officers.

      For a given year, the Committee makes annual incentive compensation decisions retrospectively after the end of the year, evaluating performance during that year. The Committee's determination has historically been made in the first quarter of the following year, typically after the release of our year-end financial information so as to provide the Committee with sufficient time to evaluate the performance of our Company and our executives for the prior fiscal year.

    Long-Term Incentive Equity Awards.    Since 2006, our Company has utilized a long-term equity-based incentive program as an important means to align the interests of our executives and our stockholders, to encourage our executives to adopt a longer-term perspective and to reward them for creating stockholder value in a pay-for-performance structure. For 2014, the Committee approved for each named executive officer an aggregate grant date fair value, for these awards, to be made in the form of LTIP Units. That amount was divided between two types of LTIP Units as follows:

      •
      75% performance-based LTIP Units, which could be earned from 0% to 150% of the target number of units awarded based on our total stockholder return performance for 2014 relative to the Equity Peer REITs. Half of the 2014 performance-based LTIP Units also required our absolute total stockholder return in 2014 to be at least 3% for the LTIP Units to be earned. (See pages 37-39 of this Amendment fordetermined by a more detailed description of the material terms of the performance-based LTIP Units as well as Exhibit 99.2 for the list of the Equity Peer REITs.)

      •
      25% service-based LTIP Units, which vest in equal annual installments over a three-year period to promote retention and further alignment of our executives' interests with those of our stockholders.

      The Committee retains discretion to make other equity-based awards to our executive officers from time to time as it deems appropriate in the circumstances.

Other Benefits and Agreements

    Employment Agreement.    Mr. Leanse is the only named executive officer with an employment agreement. His employment agreement as well as his management continuity agreement described below were negotiated with him and entered into as an inducement to his appointment as our Senior Executive Vice President, Chief Legal Officer and Secretary. For a description of the principal terms of Mr. Leanse's agreement see page 35 of this Amendment.


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    Management Continuity Agreements.    We currently have management continuity agreements for three of our named executive officers. In 2006, our Company entered into amended and restated management continuity agreements with Messrs. E. Coppola and O'Hern which as noted above will terminate in December 2015. Our Company also entered into a management continuity agreement with Mr. Leanse in connection with his hiring as our Senior Executive Vice President, Chief Legal Officer and Secretary. Each of these management continuity agreements has a "double trigger" feature with respect to the payment of severance benefits, which means that both a change of control and an actual or constructive termination is required in order for severance benefits to become payable. Our unvested equity awards (other than the performance-based LTIP Units) are subject to a "single-trigger", which means that upon a change of control the awards automatically vest. We provide single trigger vesting because we believe that the purpose of awarding executives equity incentives is to align the interests of management with our stockholders and that management should have the ability to realize the benefits of these awards on a change of control. Currently, there are no outstanding equity awards that would automatically vest upon a change of control, except for Mr. Leanse's stock options and the named executive officers' service-based LTIP Units. The only other outstanding unvested equity awards are performance-based LTIP Units which would vest based on performance achieved through the date of the change of control but would not automatically vest. For a detailed description of these management continuity agreements, see pages 43-46 of this Amendment.

    On March 15, 2013, in response to Mr. A. Coppola's offer, our Company and Mr. A. Coppola terminated his management continuity agreement. On August 28, 2013, notice was provided by our Company to Messrs. E. Coppola and O'Hern that their respective management continuity agreements would not be extended and, therefore, will terminate in December 2015. The termination of these agreements was primarily based on the desire of Mr. A. Coppola and the Committee to eliminate all change of control excise tax gross-ups consistent with good corporate governance practices. Upon termination of Messrs. E. Coppola and O'Hern's management continuity agreements, all excise tax gross-up provisions will have been eliminated.

    Other.    Certain of our named executive officers participate in our deferred compensation plan available to all Vice Presidents and above who earn more than $115,000 annually. See the "Nonqualified Deferred Compensation" table below for more information. Our named executive officers are also eligible to receive other benefits which are generally available to all salaried employees.

Compensation for 2014 Performance

The following provides information with respect to the compensation of our named executive officers for 2014.

    Base Salary.    The 2014 base salaries of Messrs. A. Coppola, E. Coppola, O'Hern, Leanse and Perlmutter of $1,000,000, $800,000, $550,000, $500,000 and $500,000, respectively, remained unchanged from 2013. The Committee reviewed these salary levels and determined in its judgment that they were appropriate based on the factors identified above.

    Annual Incentive Compensation Awards.

      2014 Corporate Performance.    In determining annual incentive awards to our named executive officers for 2014, the Committee first reviewed our overall corporate performance focusing on a variety of measures as described above. The Committee believes 2014 was a very positive year for our Company marked by the successful execution of the multi-faceted operational, leasing, development and strategic goals set by the Committee and executives. Under our executive leadership, our Company achieved notable results, strengthening the quality of our portfolio, our financial condition and our overall operational results while expanding our opportunities. The specific 2014 performance goals and our achievements relative to those goals that influenced the Committee's decisions for 2014 bonuses are described above under "Executive Summary—Our 2014 Fiscal Year in Review."

      2014 Individual Performance.    The Committee also evaluated the 2014 individual performance of our named executive officers, with Mr. A. Coppola advising the Committee with respect to the performance


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      of the other executives. As part of this process, the Committee discussed with Mr. A. Coppola his evaluation of the contributions of each executive, including with respect to our 2014 corporate achievements.

    The Committee noted the following:

      •
      With respect to Mr. E. Coppola:  his continued leadership regarding our strategic dispositions, acquisitions and developments, including his involvement in the November 2014 transactiondiscounted cash flows analysis, with the Ontario Teachers' Pension Plan Board, our acquisition of our joint venture partner's 40% interest in Fashion Outlets of Chicago and in establishing a joint venture partnership with Pennsylvania Real Estate Investment Trust to redevelop The Gallery in Philadelphia. The Committee also noted Mr. E. Coppola's responsibility for the Tysons Corner Center and Fashion Outlets of Niagara Falls USA developments and his role in the acquisition of a 65,000-square-foot site directly adjacent to The Shops at North Bridge. His knowledge of the real estate markets as well as his significant relationships with real estate owners, partners and governmental officials were critical to the success of our disposition, acquisition and development strategies.

      •
      With respect to Mr. O'Hern:  his success in strengthening our balance sheet, including reducing our leverage and completing $600 million of debt financing transactions, managing to a strong (4.24%) same center NOI growth (the high end of expectations) and key involvement in the November 2014 transaction with the Ontario Teachers' Pension Plan Board and furthering our lender and investor relationships.

      •
      With respect to Mr. Perlmutter:  his role in achieving our positive leasing results, including the highest occupancy in a decade, double-digit releasing spreads and decreased temporary occupancy and his work with Messrs. A. Coppola and E. Coppola with respect to our achievements relating to acquisitions, dispositions and redevelopments.

      •
      With respect to Mr. Leanse:  his key role in negotiating our disposition transactions (over $360 million), acquisition transactions (the balance of the partnership interests in Fashion Outlets of Chicago, and also in five Centers owned by joint ventures with Ontario Teachers' Pension Plan Board) and joint venture transactions (The Gallery in Philadelphia and the urban outlet development project in San Francisco), as well as his accomplishments with respect to our various ongoing legal, operational and litigation matters.

    After this review and based on Mr. A. Coppola's recommendation for executives other than himself, it was the Committee's view that our named executive officers all had strong 2014 performances based on the significant roles each executive played in enabling our Company to realize our corporate achievements.

    In determining Mr. A. Coppola's annual incentive bonus, the Committee reviewed with Mr. A. Coppola his 2014 accomplishments against his goals. Goals for 2014 included corporate, financial, strategic and operational objectives in support of our 2014 corporate goals previously described under "Executive Summary—Our 2014 Fiscal Year in Review." Some of the noteworthy accomplishments achieved by Mr. A. Coppola that were considered by the Committee are as follows:

      •
      External Growth through Acquisitions.  Mr. A. Coppola was primarily responsible for our strategic acquisition of Ontario Teachers' Pension Plan Board's 49% interest in five top super regional Centers in exchange for Common Stock. He also led our successful efforts to acquire our joint venture partner's 40% interest in Fashion Outlets of Chicago, to establish a joint venture partnership with Pennsylvania Real Estate Investment Trust to redevelop The Gallery in Philadelphia and to form a 50/50 joint venture with Lennar Corporation to develop a 500,000 square foot urban outlet project that will anchor a new community at Candlestick Point in San Francisco.

      •
      Development/Redevelopment Activity.  The Committee recognized Mr. A. Coppola's critical role with respect to our achievements relating to our key developments and redevelopments, including the

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        office, residential and hotel towers at Tysons Corner Center. Consistent with Mr. A. Coppola's strategic vision, we are successfully recycling our capital from the disposition of our non-core assets into our key developments in our core markets.

      •
      Strategic Planning.  Under Mr. A. Coppola's direction, our Company now executes its strategy on the basis of a rolling five-year operating and growth plan that includes a highly-value-accretive development pipeline, rigorous financial forecasting for operating metrics and strong balance sheet and liquidity management. In particular, we achieved strong FFO per share and same center net operating income growth and reduced our debt-to-total market capitalization ratio. As a result of these accomplishments, we believe our Company has the strongest balance sheet in our history.

The Committee believes that Mr. A. Coppola's management and direction of our executive team was critical to the performance of our Company in 2014 and that, as CEO, he was ultimately responsible for our tremendous corporate performance through his leadership and strategic vision.

Based on the overall very positive review of corporate and individual performance for 2014 and Mr. A. Coppola's recommendation with respect to the other named executive officers, in March 2015 the Committee approved a bonus for each of them at the approximate midpoint between the target and high performance level identified above under "Elements of the Program—Award Amounts." The following table shows annual incentive bonus amounts, which were paid entirely in the form of fully-vested LTIP Units:


Annual Incentive Compensation Awards for 2014 Performance

Name
 LTIP Unit
Bonus Amount(*)		 

Arthur M. Coppola

 $3,000,000 

Edward C. Coppola

 $2,400,000 

Thomas E. O'Hern

 $1,300,000 

Thomas J. Leanse

 $1,200,000 

Robert D. Perlmutter

 $1,200,000 

(*)
These amounts were converted into LTIP Units using the closing price of our Common Stock on the NYSE on the March 6, 2015 grant date of $86.72.

Under applicable SEC rules, equity awards are reported as compensation in the tables below in this Amendment for the year in which the award was granted, not the year to which the performance relates. Accordingly, the LTIP Units awarded as annual incentive compensation based on 2014 performance described above will be reported in those tables in next year's proxy statement as compensation for 2015. Thus, the compensation for our named executive officers for 2014 reflected in the Summary Compensation Table and Grants of Plan-Based Awards Table below includes the LTIP Units awarded to each executive early in 2014 for 2013 performance. See "2014 Total Compensation" below.

Long-Term Incentive Equity Awards.

For 2014, the Committee granted long-term incentive equity awards to our named executive officers in the form of performance-based LTIP Units (75% of the total award) and service-based LTIP Units (25% of the total award), as more fully-described on page 26 of this Amendment.

Given our strong emphasis on "at risk" compensation, the Committee reviewed peer group data relating to the allocation of long-term incentive equity awards between performance-based and service-based grants. For the performance-based component the Committee considered the range of potential realizable values that our executives could earn to ensure that the awards would be both reasonably competitive and appropriate to motivate our leadership team. The factors considered by the Committee in making awards to the different named executive officers were similar to those considered for annual incentive awards: Mr. A. Coppola's critical role in driving the


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performance of our Company and formulating our strategic vision and the other named executive officers' roles in executing that strategy within their respective areas of responsibility. The following table shows the grant date fair value of performance-based LTIP Unit awards to our named executive officers:


Grant Date Fair Value of LTIP Unit Awards for 2014 Performance

Name
 Performance-Based LTIP
Unit Award(*)		 Service-Based LTIP
Unit Award(*)		 

Arthur M. Coppola

 $6,749,948 $2,249,951 

Edward C. Coppola

 $2,249,952 $749,964 

Thomas E. O'Hern

 $937,450 $312,470 

Thomas J. Leanse

 $937,450 $312,470 

Robert D. Perlmutter

 $749,923 $249,988 

(*)
These amounts were converted into LTIP Units based on the grant date fair value.

Vesting of the performance-based LTIP Units was based on the percentile ranking of our total stockholder return relative to the Equity Peer REITs for the 12-month performance period ended December 31, 2014, as disclosed in the table below, with linear interpolation between performance levels. The vesting of one half of the performance-based LTIP Units was also subject to achievement of an absolute total stockholder return of at least 3%. To further align our executives' interests with our stockholders' interests, all vested performance-based LTIP Units must be retained by our executives until December 31, 2016.

Company Percentile Ranking Relative to the Equity Peer REITs
Percentage of
Performance-Based
LTIP
Units That Vest

Below the 25th

0%

At the 25th

50%

At the 50th

100%

At or above the 75th

150%

For 2014, our total stockholder return relative to the stockholder return of the Equity Peer REITs was at the 89th percentile and we exceeded a 3% absolute total stockholder return, resulting in vesting at the 150% level.

2014 Total Compensation

We are including this supplemental information to provide a more meaningful view of the compensation of our named executive officers for 2014. The table below shows each named executive officer's salary, annual long-term incentive equity award grant value, bonus for services performed in 2014 and all other compensation. This table, in contrast to the Summary Compensation Table on page 33 of this Amendment, includes equity awards granted under


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our annual incentive award program in 2015 for services performed in 2014 and excludes equity awards granted under our annual incentive award program in 2014 for services performed in 2013.

 
 Salary
($)		 Long-Term
Incentive
Equity Award
Value ($)(*)		 Bonus ($)(**) All Other
Compensation
($)		 Total
Compensation
($)		 

Arthur M. Coppola

  1,000,000  8,999,899  3,000,000  212,972  13,212,871 

Edward C. Coppola

  800,000  2,999,916  2,400,000  172,177  6,372,093 

Thomas E. O'Hern

  550,000  1,249,920  1,300,000  101,459  3,201,379 

Thomas J. Leanse

  500,000  1,249,920  1,200,000  43,970  2,993,890 

Robert D. Perlmutter

  500,000  999,911  1,200,000  55,672  2,755,583 

(*)
These amounts represent the sum of the aggregate grant date fair value of performance-based LTIP Unit awards (75% of the aggregate grant value) and of service-based LTIP Unit awards (25% of the aggregate grant value) granted in January 2014 to each of our named executive officers, the terms of which are described above.

(**)
These amounts represent the grant date fair value of fully-vested LTIP Unit awards granted on March 6, 2015 to each of our named executive officers for services performed in 2014.

Accounting and Tax Issues

The Committee considers both the accounting and tax issues raised by the various compensation elements for our Company and our executives.

    LTIP Units.    As described on pages 38-39 of this Amendment, LTIP Units of our Operating Partnership are intended to qualify as "profits interests" for federal income tax purposes and as such initially do not have full parity, on a per unit basis, with our Operating Partnership's common units of limited partnership with respect to liquidating distributions. Such parity can be achieved over time through priority allocations of "book-up gains" attributable to appreciation of the Operating Partnership's assets. LTIP Units, regardless of when they were issued, are eligible to share in allocable "book-up gains" since the most recent book-up or book-down of the limited partners' capital accounts.

Stock Ownership Policies

Our Board believes that our directors and executive officers should have a meaningful investment in our Common Stock in order to more closely align their interests with those of our stockholders. Accordingly, our Board has established (1) a policy that all non-employee directors own at least $300,000 of Common Stock, and until such time as compliance is achieved, all future equity grants will be retained by the non-employee director, except for sales for tax purposes approved by our Chief Legal Officer, and (2) a policy that, within three years of becoming an executive officer, the Chairman of the Board, Vice Chairman of the Board and Chief Executive Officer own Common Stock with a value equal to five times their respective base salaries and that the other named executive officers own Common Stock with a value equal to three times their respective base salaries. These policies also set forth the forms of equity interests in our Company which will count toward stock ownership (excluding any pledged securities) and allow the Board to approve exceptions from time to time for this stock ownership policy. Our policy further provides that a non-employee director who is prohibited by law or by the regulations of his or her employer from having an ownership interest in our Company's securities shall be exempt, such as Mr. Sullivan. All of our other directors and named executive officers that are subject to these stock ownership policies are in compliance with them.


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2014 "Say-on-Pay" Advisory Vote on Executive Compensation

At our 2014 annual stockholders' meeting, an advisory resolution approving the compensation paid to our named executive officers received strong support from our stockholders. The Committee considered the results of this vote and, as evidenced by the fact that approximately 98% of the votes were cast in favor of this proposal, the Committee viewed these results as an indication of our stockholders' strong support of our compensation programs. Accordingly, based in part on the results of this vote, the Committee maintained the same principal elements of our executive compensation programs for 2015 compensation.


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EXECUTIVE COMPENSATION

The following table and accompanying notes show for our Chief Executive Officer, our Chief Financial Officer and our three next most highly compensated executive officers, as of December 31, 2014, the aggregate compensation paid, awarded or earned with respect to such persons in 2012, 2013 and 2014, as applicable. Messrs. Leanse and Perlmutter joined our Company as executive officers on September 1, 2012 and April 16, 2012, respectively.


Summary Compensation Table—Fiscal Years 2012-2014

Name and
Principal Position
 Year Salary
($)(1)		 Bonus
($)(2)(3)		 Stock
Awards
($)(2)(4)		 Option
Awards
($)		 Non-Equity
Incentive
Plan
Compensation
($)		 Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)		 All Other
Compensation
($)(6)		 Total
($)		 
Arthur M. Coppola,  2014  1,000,000  —  12,999,897  —  —  —  212,972  14,212,869 
Chairman of the Board  2013  992,308(7) —  12,063,963  —  —  —  68,777  13,125,048 
of Directors and Chief
Executive Officer		  2012  950,000  3,500,000  3,777,000  —  —  —  154,605  8,381,605 

Edward C. Coppola,
 
 
2014
 
 
800,000
 
 
—
 
 
6,199,914
 
 
—
 
 
—
 
 
—
 
 
172,177
 
 
7,172,091
 
President  2013  800,000  —  4,021,299  —  —  —  113,156  4,934,445 
   2012  800,000  2,000,000  1,888,500  —  —  —  109,296  4,797,796 

Thomas E. O'Hern,
 
 
2014
 
 
550,000
 
 
—
 
 
2,899,866
 
 
—
 
 
—
 
 
—
 
 
101,459
 
 
3,551,325
 
Senior Executive Vice  2013  550,000  —  1,675,552  —  —  —  116,557  2,342,109 
President, Chief Financial
Officer and Treasurer		  2012  550,000  1,000,000  755,400  —  —  —  74,318  2,379,718 

Thomas J. Leanse,
 
 
2014
 
 
500,000
(8)
 
—
 
 
2,749,904
 
 
—
 
 
—
 
 
—
 
 
43,970
 
 
3,293,874
 
Senior Executive Vice  2013  500,000(8) —  1,675,552  —  —  —  41,342  2,216,894 
President, Chief Legal
Officer and Secretary		  2012  —(8) 400,000  1,191,400  483,500(9) —  —  —  2,074,900 

Robert D. Perlmutter,
 
 
2014
 
 
500,000
 
 
—
 
 
2,499,895
 
 
—
 
 
—
 
 
—
 
 
55,672
 
 
3,055,567
 
Executive Vice  2013  500,000  —  1,340,389  —  —  —  104,630  1,945,019 
President, Leasing  2012  346,154(10) 1,000,000  549,700  —  —  —  37,198  1,933,052 

(1)
Includes any amount of salary deferred under our qualified and nonqualified deferred compensation plans. See "Nonqualified Deferred Compensation" table below for more information.

(2)
SEC Reporting of Cash and Equity Awards


In reviewing the Summary Compensation Table, it is important to note that under SEC rules, cash awards are reported in the table for the year that they are earned regardless of when they are paid, while equity awards are reported in the table for the year that they are granted (as determined in accordance with applicable accounting rules) regardless of when they are earned.

(3)
Bonuses Reported in Year 2014


As described in the Compensation Discussion and Analysis above, the annual incentive compensation awards for our named executive officers for their 2014 performances were paid in the form of fully-vested LTIP Units on March 6, 2015. Accordingly, the LTIP Unit bonuses granted to these named executive officers for their 2014 performance will be reported in the "Stock Awards" column for 2015.

Bonuses Reported in Year 2013


The annual incentive compensation awards for our named executive officers for their 2013 performance were paid in the form of fully-vested LTIP Units on March 7, 2014 and were previously described in the Compensation Discussion and Analysis of our proxy statement filed on April 18, 2014. In accordance with SEC rules, the LTIP Unit bonuses granted to these named executive officers for their 2013 performance are reported in the "Stock Awards" column for 2014. See also footnote (4) below.

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    Bonuses Reported in Year 2012


The amounts reported in the "Bonus" column for 2012 reflect the annual cash incentive compensation awards for our named executive officers for their 2012 performance.

(4)
Stock Awards Reported in Year 2014


The amounts reflected in this column for 2014 relate to two types of performance-based LTIP Units (as more fully described below), service-based LTIP Units and fully-vested LTIP Units granted in 2014 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions.

a.
Performance-Based LTIP Units.    The aggregate grant date fair values for the two types of performance-based LTIP Unit awards based upon the probable outcome of the performance conditions as of the grant date was as follows:

Arthur M. Coppola

$6,749,948

Edward C. Coppola

$2,249,952

Thomas E. O'Hern

$937,450

Thomas J. Leanse

$937,450

Robert D. Perlmutter

$749,923

The maximum aggregatecarrying value of the performance-based LTIP Unit awardsrelated 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 grant date assuming that the highest level of performance conditions would be achieved was as follows:

Arthur M. Coppola

$13,150,785

Edward C. Coppola

$4,383,536

Thomas E. O'Hern

$1,826,414

Thomas J. Leanse

$1,826,414

Robert D. Perlmutter

$1,461,061
    b.
    Service-Based LTIP Units.    The grant date fair values for eachlower of the service-based LTIP Unit awards was as follows:

carrying amount or fair value less cost to sell.

Arthur M. Coppola

$2,249,951

Edward C. Coppola

$749,964

Thomas E. O'Hern

$312,470

Thomas J. Leanse

$312,470

Robert D. Perlmutter

$249,988
    c.
    Fully-Vested LTIP Units.    The grant date fair valuesCompany reviews its investments in unconsolidated joint ventures for eacha series of the fully-vested LTIP Unit awards, which represent each named executive officer's annual incentive award earned for 2013 performance, was as follows:

Arthur M. Coppola

$3,999,998

Edward C. Coppola

$3,199,998

Thomas E. O'Hern

$1,649,946

Thomas J. Leanse

$1,499,984

Robert D. Perlmutter

$1,499,984

Assumptions usedoperating losses and other factors that may indicate that a decrease in the calculation of these amounts are set forth in footnote 18 to our audited financial statements for the fiscal year ended December 31, 2014 included in the Original Filing.

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Stock Awards Reported in Year 2013


The amounts reflected in this column for 2013 relate to performance-based LTIP Units granted in 2013 under our LTIP and 2003 Incentive Plan and represent the value at the grant date based upon the probable outcome of the performance conditions computed in accordance with FASB ASC Topic 718. The value of its investments has occurred which is other-than-temporary. The investment in each performance-based LTIP Unit award at the grant date assumingunconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that the highest levelare other-than-temporary.
Share and Unit-based Compensation Plans:
The cost of performance conditions would be achieved was as follows:

Arthur M. Coppola

$22,297,857

Edward C. Coppola

$7,432,578

Thomas E. O'Hern

$3,096,928

Thomas J. Leanse

$3,096,928

Robert D. Perlmutter

$2,477,444

Assumptions used in the calculation of these amounts are set forth in footnote 20 to our audited financial statements for the fiscal year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2014.


Stock Awards Reported in Year 2012


For Messrs. A. Coppola, E. Coppola, O'Hernshare and Perlmutter, the amounts reflected in this column for 2012 relate to performance-based LTIP Units granted in 2012 under our LTIP and 2003 Incentive Plan and represent the valueunit-based compensation awards is measured at the grant date based on the probable outcomecalculated fair value of the performance conditions computedawards 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.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in accordancethousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)

Income Taxes:
The Company elected to be taxed as a REIT under the Code commencing with FASB ASC Topic 718.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 each performance-based LTIP Unit award atfinancial instruments and includes this additional information in the grant date assumingnotes 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.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)

The 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 highest levelstrike rate of performance conditions would be achieved was as follows:

Arthur M. Coppola

$10,800,000

Edward C. Coppola

$5,400,000

Thomas E. O'Hern

$2,160,000

Robert D. Perlmutter

$1,175,000

For Mr. Leanse, the amount reflected in this column for 2012 relates to LTIP Units granted under our LTIP and 2003 Incentive Plan and represents the value at the grant date computed in accordance with FASB ASC Topic 718.interest rate agreements. The LTIP Units were granted pursuant to his employment agreement and were fully-vested on the grant date as more fully described on pages 36-37 of this Amendment.


Assumptionsvariable 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, 2016, 2015 or 2014.
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:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue From Contracts With Customers,” which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018, with early adoption permitted beginning January 1, 2017. The Company is evaluating each of its revenue streams and related accounting policies under the standard. Rental revenues and tenant recoveries will be evaluated with the adoption of the new lease accounting standard (discussed below). The Company does not believe ASU 2014-09 will significantly impact its accounting for minimum rents, percentage rents, tenant recoveries and other revenues. The Company expects to adopt this standard on a modified retrospective basis. 
 In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The Company's adoption of ASU 2015-03 on January 1, 2016 resulted in an adjustment of its consolidated balance sheet at December 31, 2015 to reflect the new presentation required by the standard.
In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," which requires adjustments to provisional amounts used in business combinations during the measurement period to be recognized in the reporting period in which the adjustment amounts are set forthdetermined. It also requires the disclosure of the impact on changes in footnote 20 to our auditedestimates on earnings, depreciation, amortization and other income effects. The Company's adoption of this standard on January 1, 2016 did not have an impact on its consolidated financial statementsstatements.

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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)

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which sets out principles for the fiscal yearrecognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, certain of these costs are capitalizable and therefore this new standard may result in certain of these costs being expensed as incurred after adoption. This standard may also impact the timing, recognition and disclosures related to the Company's tenant recoveries from tenants earned from leasing its operating properties.
Under ASU 2016-02, lessees apply a dual approach, classifying leases as either finance or operating leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their lease classification. The Company is a lessee on ground leases at certain properties and on certain office space leases. ASU 2016-02 will impact the accounting and disclosure requirements for these leases. ASU 2016-02 is effective for the Company under a modified retrospective approach beginning January 1, 2019. The Company is evaluating the impact of the adoption of this standard on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation (Topic 718)," which amends the accounting for share-based payments, including the income tax consequences, classification of awards and classification on the statement of cash flows. The Company's adoption of this standard on January 1, 2017 did not have a significant impact on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash flows (Topic 230)," which amends the accounting for the statement of cash flows by providing guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company's adoption of this standard on January 1, 2017 did not have a significant impact on its consolidated financial statements.

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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 2012 included(shares in our Annual Report on Form 10-K filed withthousands):
 2016 2015 2014
Numerator     
Net Income$554,839
 $522,912
 $1,606,931
Net income attributable to noncontrolling interests(37,844) (35,350) (107,889)
Net income attributable to the Company516,995
 487,562
 1,499,042
Allocation of earnings to participating securities(779) (1,493) (1,576)
Numerator for basic and diluted EPS—net income attributable to common stockholders$516,216
 $486,069
 $1,497,466
Denominator     
Denominator for basic EPS—weighted average number of common shares outstanding146,599
 157,916
 143,144
Effect of dilutive securities (1)     
   Share and unit based compensation112
 144
 147
Denominator for diluted EPS—weighted average number of common shares outstanding146,711
 158,060
 143,291
Earnings per common share—net income attributable to common stockholders:     
Basic$3.52
 $3.08
 $10.46
Diluted$3.52
 $3.08
 $10.45

(1)Diluted EPS excludes 133,366, 139,186 and 179,667 convertible preferred units for the years ended December 31, 2016, 2015 and 2014, respectively, as their impact was antidilutive.
Diluted EPS excludes 10,721,271 and 10,562,154 and 10,079,935 Operating Partnership units ("OP Units") for the SEC on February 22, 2013.

(5)
None of the earnings on the deferred compensation of our named executive officers foryears ended December 31, 2016, 2015 and 2014, were considered above-market or preferentialrespectively, as determined under SEC rules.
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, 2016 was as follows:
Joint VentureOwnership %(1)
443 Wabash MAB LLC45.0%
AM Tysons LLC50.0%
Biltmore Shopping Center Partners LLC50.0%
Candlestick Center LLC—Fashion Outlets of San Francisco50.1%
Coolidge Holding LLC37.5%
Corte Madera Village, LLC50.1%
Country Club Plaza KC Partners LLC50.0%
Fashion Outlets of Philadelphia—Various Entities50.0%
Jaren Associates #412.5%
Kierland Commons Investment LLC50.0%
Macerich HHF Centers LLC—Various Properties51.0%
Macerich Northwestern Associates—Broadway Plaza50.0%
MS Portfolio LLC50.0%
New River Associates LLC—Arrowhead Towne Center60.0%
North Bridge Chicago LLC50.0%
One Scottsdale Investors LLC50.0%
Pacific Premier Retail LLC—Various Properties60.0%
Propcor II Associates, LLC—Boulevard Shops50.0%
Scottsdale Fashion Square Partnership50.0%
The Market at Estrella Falls LLC40.1%
TM TRS Holding Company LLC—Valencia Place at Country Club Plaza50.0%
Tysons Corner LLC50.0%
Tysons Corner Hotel I LLC50.0%
Tysons Corner Property Holdings II LLC50.0%
Tysons Corner Property LLC50.0%
West Acres Development, LLP19.0%
Westcor/Gilbert, L.L.C. 50.0%
Westcor/Queen Creek LLC38.1%
Westcor/Surprise Auto Park LLC33.3%
WMAP, L.L.C.—Atlas Park, The Shops at50.0%

(6)
"All Other Compensation" includes
(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.


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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 components for 2014:

 
 Matching
Contributions
under
401(k) Plan
$		 Matching
Contributions
under
Nonqualified
Deferred
Compensation
Plan
$		 Life
Insurance
Premiums
$		 Other
Welfare
Benefit
Premiums
$		 Use of
Private
Aircraft
$		 

Arthur M. Coppola

  —  —  3,936  26,553  182,483 

Edward C. Coppola

  10,400  —  2,533  26,553  132,691 

Thomas E. O'Hern

  10,400  27,500  1,616  26,553  35,390 

Thomas J. Leanse

  10,400  25,000  1,618  6,952  — 

Robert D. Perlmutter

  10,400  25,000  1,616  18,656  — 

Matching Contributions.    Amounts shown include matching deferred compensation contributions by our Company as determined by our Board of Directors annually under our nonqualified deferred compensation planinvestments and matching contributions by our Company under our 401(k) Plan. The amount of the matching contributions under these plans is determineddispositions in the same manner for all plan participants. See the "Nonqualified Deferred Compensation" table below.


Other Welfare Benefit Premiums.    Amounts shown reflect the premiums paid by our Company for medical and disability insurance.


Private Aircraft Use.    Amounts shown reflect the incremental cost to our Company of such executive's personal use of a private aircraft in which our Company owns a fractional interest. The incremental cost is determined by using the amount our Company is billed for such use less the portion reimbursed by the executives and such amount may include: landing fees, parking and flight planning expenses; crew travel expenses; supplies and catering; aircraft fuel and oil expenses; maintenance, parts and external labor (inspections and repairs); engine insurance expenses; position flight costs; and passenger ground transportation. Since the aircraft is used primarily for business travel, our Company does not include the fixed costs that do not change based on usage, such as management fees and acquisition costs.

(7)
Mr. A. Coppola's base salary increased to $1,000,000 effective February 17, 2013.

(8)
Mr. Leanse became an executive officer of our Company on September 1, 2012 and an employee of our Company on January 1, 2013. Pursuant to his employment agreement, he will receive an annual base salary of not less than $500,000unconsolidated joint ventures during the term of his employment agreement (January 1, 2013 through December 31, 2015).

(9)
This amount represents the aggregate value at the grant date computed in accordance with FASB ASC Topic 718 of Mr. Leanse's SAR award and stock option award granted under our 2003 Incentive Plan pursuant to his employment agreement as more fully described below. Assumptions used in the calculation of these amounts are set forth in footnote 20 to our audited financial statements for the fiscal yearyears ended December 31, 20122016, 2015 and 2014:
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 LLC. 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 to redevelop Fashion Outlets of Philadelphia, a 1,376,000 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 our Annual Reportgain (loss) on Form 10-K filedsale 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 Fashion Outlets of San Francisco, a 500,000 square foot outlet center in San Francisco, California. In connection with the SEC on February 22, 2013.

(10)
Mr. Perlmutter began his employment with our Company on April 16, 2012. His annualized base salary for 2012 was $500,000.

Employment Agreement with Mr. Leanse

Effective September 1, 2012, we entered into an employment agreement with Mr. Leanse that provides for an annual base salary of not less than $500,000 and a target annual bonus of $750,000 (subject to attainment of performance goals) during his three year employment period. The employment agreement also provided for the grant on its effective date of September 1, 2012 of 20,000 fully-vested LTIP Units, 39,932 fully-vested SARs and 10,068 stock options that vest in six annual installments ending on September 1, 2017.


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The employment agreement further provides Mr. Leanse with certain severance benefits if (a) our Company terminates his employment other than for cause, death or disability or (b) Mr. Leanse terminates his employment for good reason, on or before December 31, 2015. After such date, the employment agreement terminates. Mr. Leanse also agreed to certain covenants, including confidentiality for five years after the termination date and non-solicitation of employees for one year after the termination date.

We have not entered into employment agreements with anyformation of the other named executive officers.


Grantsjoint 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 Plan-Based Awards—Fiscal 2014

The following table provides information regarding performance-based LTIP Units, service-based LTIP Units and fully-vested LTIP Units granted to our named executive officers in 2014.

 
  
  
  
  
  
  
  
  
 All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		  
  
 
 
  
  
 Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards		 Estimated Future Payouts
Under Equity Incentive
Plan Awards(1)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)		 
Name
 Grant
Date		 Approval
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 

Arthur M. Coppola

  1/1/14  12/31/13  —  —  —  74,437  148,874  223,311  —  —  —  6,749,948 

  1/1/14  12/31/13  —  —  —  —  —  —  38,206(2)       2,249,951 

  3/7/14  1/28/14  —  —  —  —  —  —  66,390(3)       3,999,998 

Edward C. Coppola

  1/1/14  12/31/13  —  —  —  24,812  49,624  74,436  —  —  —  2,249,952 

  1/1/14  12/31/13  —  —  —  —  —  —  12,735(2)       749,964 

  3/7/14  1/28/14  —  —  —  —  —  —  53,112(3)       3,199,998 

Thomas E. O'Hern

  1/1/14  12/31/13  —  —  —  10,338  20,676  31,014  —  —  —  937,450 

  1/1/14  12/31/13  —  —  —  —  —  —  5,306(2)       312,470 

  3/7/14  1/28/14  —  —  —  —  —  —  27,385(3)       1,649,946 

Thomas J. Leanse

  1/1/14  12/31/13  —  —  —  10,338  20,676  31,014  —  —  —  937,450 

  1/1/14  12/31/13  —  —  —  —  —  —  5,306(2)       312,470 

  3/7/14  1/28/14  —  —  —  —  —  —  24,896(3)       1,499,984 

Robert D. Perlmutter

  1/1/14  12/31/13  —  —  —  8,270  16,540  24,810  —  —  —  749,923 

  1/1/14  12/31/13  —  —  —  —  —  —  4,245(2)       249,988 

  3/7/14  1/28/14  —  —  —  —  —  —  24,896(3)       1,499,984 

(1)
Represents awards of performance-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 38-39 of this Amendment. Performance was measured on a cumulative basis at the end of the one-year performance period from January 1, 2014 through December 31, 2014. The number of LTIP Units reported under the "Threshold (#)" subcolumn represents the number of LTIP Units that would be awarded if our performance relative to our peer REITs was at the 25th percentile, which represents the minimum percentile rank that would entitle recipients to awards under the LTIP. The number of LTIP Units reported under the "Target (#)" subcolumn represents the number of LTIP Units that would be awarded if our performance relative to our peer REITs was at the 50th percentile. The number of LTIP Units reported under the "Maximum (#)" subcolumn represents the number of LTIP Units that would be awarded if our performance relative to our peer REITs was at or above the 75th percentile.

(2)
Represents awards of service-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 38-39 of this Amendment.

(3)
Represents awards of fully-vested LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 33-34 of this Amendment. These awards represent each executive's bonus under our annual incentive compensation program for 2013 performance and were previously described in the Compensation Discussion and Analysis of our proxy statement filed on April 18, 2014.

(4)
The amounts reflected in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718 as described in note (4) to the "Summary Compensation Table" above. Assumptions used in the calculation of these amounts are set forth in footnote 18 to our audited financial statements for the fiscal year ended December 31, 2014 included in the Original Filing.

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Discussion of Summary Compensation and Grants of Plan-Based Awards Table

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid, awarded or earned, are generally described under "Compensation Discussion and Analysis" and in the footnotes to the compensation tables. The material terms of our LTIP, pursuant to which LTIP Units are granted, are described below. There are no employment agreements with our named executive officers, except the agreement with Mr. Leanse which our Company entered into effective as of September 1, 2012certain milestones in connection with his hiringthe development of Fashion Outlets of San Francisco (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 LLC and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 square foot regional shopping center in Cerritos, California; Queens Center, a 963,000 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 1,440,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as our Senior Executive Vice President, Chief Legal Officer and Secretary. Mr. Leanse's agreement terminates on December 31, 2015. For a descriptionthe "PPR Queens Portfolio"). The total consideration of our severance and change of control agreements with certain of our named executive officers, see "Potential Payments Upon Termination or Change of Control."

LTIP Unit Awards

LTIP Units of our Operating Partnership are structured to qualify as "profits interests" for federal income tax purposes. Accordingly, LTIP Units initially do not have full parity, on a per unit basis, with our Operating Partnership's common OP Units with respect to liquidating distributions. Upon the occurrence of specified events, the LTIP Units can over time achieve full parity with the common OP Units, at which time LTIP Units are convertible, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common OP Units. LTIP Units that have been converted into common OP Units and have become vested are redeemable$1,838,886 was funded by the holder for sharesdirect issuance of Common Stock on a one-for-one basis or the cash value of such shares, at our Company's election. LTIP Units generally may be subject to performance-based vesting or service-based vesting.

2014 Performance-Based and Service-Based LTIP Units.    Our named executive officers were granted LTIP Units effective January 1, 2014, with 75% of the total award consisting of performance-based LTIP Units and 25% consisting of service-based LTIP Units. Service-based awards were granted in 2014 to support the long-term retention of our executives.

a.    Performance-Based LTIP Units.    The 2014 performance-based LTIP Units were subject to performance-based vesting over the 12-month period from January 1, 2014 through December 31, 2014 and were equally divided between two types of awards. The terms of both performance-based LTIP Unit awards were the same, with vesting of each award depending on our relative total stockholder return over the performance period as described below, except one award also had a 3% absolute total stockholder return measure. These LTIP Units were subject to forfeiture to the extent the applicable performance requirements were not achieved. Vesting of the LTIP Units was based on the percentile ranking of our total stockholder return per share of Common Stock relative to our Equity Peer REITs, as measured at the end of the performance period. Total stockholder return was measured by the compounded total annual return per share achieved by the shares$1,166,777 of common stock of ourthe Company or such Equity Peer REIT(See Note 12—Stockholders' Equity) and assumed reinvestmentthe assumption of all dividends and distributions. Our Equity Peer REITs are identified in Exhibit 99.2 to this Amendment.

Dependingthe third party's pro rata share of the mortgage notes payable on our total stockholder return relativethe properties of $672,109. Prior to the total stockholder returnacquisition, the Company had accounted for its investment in these joint ventures under the equity method of our Equity Peer REITs, vesting of these LTIP Units occurredaccounting. The Company has included Stonewood Center and Queens Center in accordance with the schedule below, with linear interpolation between performance levels. Determination of the vesting of our performance-based LTIP Units would have occurred earlier in the event of a change of control or qualified termination of employment (which generally includes a termination by our


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Company without cause or by the executive for good reason) based on our performance throughits consolidated financial statements since the date of such event.

Company Percentile Ranking Relative to the Equity Peer REITs
Percentage of LTIP
Units That Vest*

Below the 25th

0%

At the 25th

50%

At the 50th

100%

At or above the 75th

150%

* Linear interpolation between performance levels.

The percentage of the performance-based LTIP Units that vested effective December 31, 2014 was 150% of the target number of units covered by each award since (i) our Company's total stockholder return relative to the total stockholder return of our Equity Peer REITs for the performance period was at the 89th percentileacquisition (See Note 13—Acquisitions) and (ii) our total stockholder return of 46.5% exceeded the absolute threshold for the performance period. Although the LTIP Units have vested, they must be retained by the executives until at least December 31, 2016, which further aligns the interests of our executives with our stockholders because the value of the LTIP Units is directly tied to our Common Stock price.

Holders of the 2014 performance-based LTIP Units were only entitled to distributions during the performance period to the extent the underlying LTIP Units vested. Distributions on vested LTIP Units are equalhas included Lakewood Center, Los Cerritos Center and Washington Square in amount to the regular distributions paid on an equal number of common OP Units, which are equal in amount to the dividends paid on an equal number of shares of Common Stock.

b.    Service-Based LTIP Units.    The 2014 service-based LTIP Units vest in equal annual installments over a three-year period. Vesting is conditioned upon the executive remaining an employee of our Company through the applicable vesting dates, and subject to acceleration of vesting in the event of a change of control of our Company or his death or disability. Upon the termination of the executive's service relationship with our Company under specified circumstances, including termination by our Company without cause, and by the executive for good reason, his service-based LTIP Units will continue to vest in accordance with the vesting schedule.

Regular and other non-liquidating distributions were made with respect to the service-based LTIP Unitsits consolidated financial statements from the date of their issuanceacquisition until the Company sold a 40% interest in the PPR Portfolio on October 30, 2015 as provided below.

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 executive. Distributions wereCompany'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 same amountCompany's line of credit.
On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, an 866,000 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 at the same time as those made with respect to common OP Units. At the endassumption of the vesting period, distributions will continue to be made onlythird 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 mortgage note payable on the property. The cash payment was funded by borrowings under the Company's line of credit. Prior to the extent thatacquisition, the service-based LTIP Units have become vested.

2015 Performance-Based and Service-Based LTIP Units.    The Committee continuedCompany had accounted for its investment in Inland Center under the LTIP program for 2015 and awarded LTIP Units to our named executive officers, with 75%equity method of accounting. Since the total award consistingdate of performance-based LTIP Units and 25% consisting of service-based LTIP Units withacquisition, the same terms as described above. The performance period for the new performance-based LTIP Unit awards will be from January 1, 2015 through December 31, 2015. For purposes of determining the vesting of the performance-based LTIP Units, the Equity Peer REITs will continue to be the peer group. These performance-based LTIP Units, to the extent earned, must be retained until at least December 31, 2017 and the participants will not be entitled to distributions until the LTIP Units vest.

Company has included Inland Center in its consolidated financial statements (See Note 13—Acquisitions).



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Outstanding Equity Awards at December 31, 2014—Fiscal 2014

The following table provides information on the holdings of our named executive officers of SARs, stock options and service-based LTIP Units as of December 31, 2014.

 
 Option Awards(1) Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(5)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(6)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)		 Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)		 

Arthur M. Coppola

  102,610(1) —  —  56.63(1) 3/7/18  25,471  2,124,536  —  — 

Edward C. Coppola

  72,907(1) —  —  56.63(1) 3/7/18  8,490  708,151  —  — 

Thomas E. O'Hern

  59,406(1) —  —  56.63(1) 3/7/18  3,538  295,105  —  — 

Thomas J. Leanse

  39,932(2) —  —  59.57  9/1/22  3,538  295,105  —  — 

  5,034(3) 5,034(4) —  59.57  9/1/22  —  —  —  — 

Robert D. Perlmutter

  —  —  —  —  —  2,830  236,050  —  — 
(1)
Represents SAR awards that vested on March 15, 2011 and the number and exercise price reflect certain anti-dilutive adjustments made since the date of grant under our 2003 Incentive Plan.

(2)
Represents Mr. Leanse's fully-vested SAR award that was granted on September 1, 2012.

(3)
Represents the 50% portion of Mr. Leanse's stock option award which has vested.

(4)
Represents the unvested portion of Mr. Leanse's stock option award that will vestTHE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in three equal installments beginning on September 1, 2015 and ending on September 1, 2017.

(5)
Represents the unvested portion of the service-based LTIP Units that will vest in two equal installments on December 31, 2015 and December 30, 2016.

(6)
Based on a price of $83.41 per unit, which was the closing price on the NYSE of one share of our Common Stock on December 31, 2014. Assumes that the value of LTIP units on a per unit basis is equal to thethousands, except per share value of our Common Stock.
amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)

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Option Exercises and Stock Vested—Fiscal 2014

The following table shows information for each of our named executive officers regarding

On April 30, 2015, the value of LTIP Units that vested during 2014. No options or SARs were exercised by any of our named executive officers in 2014.

 
 Option Awards Stock Awards 
Name
 Number of
Shares
Acquired
on Exercise
(#)		 Value Realized
on Exercise
($)		 Number of
Shares
Acquired
on Vesting
(#)(1)		 Value Realized
on Vesting
($)(1)		 

Arthur M. Coppola

  —  —  302,436(2) 23,688,595 

Edward C. Coppola

  —  —  131,793(3) 9,762,780 

Thomas E. O'Hern

  —  —  60,167(4) 4,384,293 

Thomas J. Leanse

  —  —  57,678(5) 4,234,331 

Robert D. Perlmutter

  —  —  51,121(6) 3,687,411 
(1)
This number represents (a) the vesting of performance-based LTIP Units and service-based LTIP Units on December 31, 2014 and (b) the grant of fully-vested LTIP Units on March 7, 2014, representing the annual incentive compensation award for 2013 performance. An individual, upon the vesting of an equity award, does not receive cash equal to the amount contained in the Value Realized on Vesting column of this table. Instead, the amounts contained in the Value Realized on Vesting column reflect the market value of our Common Stock on the applicable vesting date. For purposes of this table, it is assumed one LTIP Unit represents the economic equivalent of one share of Common Stock. The LTIP Units do not realize their full economic value until certain conditions are met, as described on pages 38-39 of this Amendment, and such conditions have been met for all service-based LTIP Units and fully-vested LTIP Units and for 67% of the performance-based LTIP Units included in this table.

(2)
This number represents (a) the vesting of 223,311 performance-based LTIP Units and 12,735 service-based LTIP Units and (b) the grant of 66,390 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.

(3)
This number represents (a) the vesting of 74,436 performance-based LTIP Units and 4,245 service-based LTIP Units and (b) the grant of 53,112 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.

(4)
This number represents (a) the vesting of 31,014 performance-based LTIP Units and 1,768 service-based LTIP Units and (b) the grant of 27,385 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.

(5)
This number represents (a) the vesting of 31,014 performance-based LTIP Units and 1,768 service-based LTIP Units and (b) the grant of 24,896 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.

(6)
This number represents (a) the vesting of 24,810 performance-based LTIP Units and 1,415 service-based LTIP Units and (b) the grant of 24,896 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.

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Nonqualified Deferred Compensation—Fiscal 2014

Certain of our named executive officers participate or participated in our 2005 Deferred Compensation Plan for Senior Executives, which was amended and restated as our 2013 Deferred Compensation Plan, effective January 1, 2013, referred to as our "Deferred Compensation Plan," which also includes certain amounts deferred prior to 2005 under a predecessor plan. The following table provides information with respect to our named executive officers for the Deferred Compensation Plan for the fiscal year 2014.

Name
 Executive
Contributions
in 2014
($)(1)		 Registrant
Contributions
in 2014
($)(2)		 Aggregate
Earnings
in 2014
($)(3)		 Aggregate
Withdrawals/
Distributions
during 2014
($)		 Aggregate
Balance
at 12/31/14
($)(4)		 

Arthur M. Coppola

  —  —  —  —  — 

Edward C. Coppola

  —  —  51,352  —  422,100 

Thomas E. O'Hern

  137,500  27,500  134,787  —  1,763,638 

Thomas J. Leanse

  100,000  25,000  22,239  —  278,704 

Robert D. Perlmutter

  100,000  25,000  15,350  —  634,855 

(1)
The amounts in this column are included in the "Salary" column of the Summary Compensation Table.

(2)
Our Company's contributions to the Deferred Compensation Plan are included in the "All Other Compensation" column of the Summary Compensation Table.

(3)
None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such amounts are reflected in the Summary Compensation Table.

(4)
The balances shown represent compensation already reported in the "Summary Compensation Table" in this Amendment and prior-year proxy statements, except for any earnings that were not above-market or preferential as determined under SEC rules.

Description of Our Deferred Compensation Plan

As of December 31, 2014, Messrs. E. Coppola, O'Hern, Leanse and Perlmutter had account balances under our Deferred Compensation Plan. Under the Deferred Compensation Plan, our key executives who satisfy certain eligibility requirements may make annual irrevocable elections to defer a specified portion of their base salary and bonus to be earned during the following calendar year. Deferral of amounts earned in 2014 by participants were limited to 85% of base salary and 85% of bonus. Our Company will credit an amount equal to the compensation deferred by a participant to that participant's deferral account under the Deferred Compensation Plan. In addition, our Company may credit matching amounts to an account established for each participant in an amount equal to a percentage, established by our Company in its sole discretion prior to the beginning of the plan year, of the amount of compensation deferred by each participant under the plan. For 2014, our Company matched 25% of the amount of salary and bonus deferred by a participant up to a limit of 5% of the participant's total salary and bonus.

Account balances under the Deferred Compensation Plan will be credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds designated by our Company. The amounts credited to participants' deferred accounts and Company matching accounts are at all times 100% vested. Participants will be eligible to receive distributions of the amounts credited to their accounts, at up to five different times that they may specify, in a lump sum or installments pursuant to elections made under the rules of the Deferred Compensation Plan. Changes to these elections under the plan may be made under limited circumstances. Under the Deferred Compensation Plan, key employees who have elected a payment at termination of employment must generally wait six months after termination, other than as a result of death, to receive a distribution. Our Company is contributing assets to a trust, which assets remain subject to the claims of our Company's general creditors, to provide a source of funds for payment of our Company's obligations under the Deferred Compensation Plan. Employees who are eligible to participate in the Deferred Compensation Plan may also be eligible for life insurance coverage in an amount equal to two times their annual salaries.


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Potential Payments Upon Termination or Change of Control

The following section describes potential payments and benefits to our named executive officers under our current compensation and benefit plans and arrangements had a termination of employment or a change of control of our Company occurred on December 31, 2014. In addition, our 2003 Incentive Plan contains provisions regarding the acceleration of vesting and modification of equity awards. The Compensation Committee is authorized to accelerate the vesting of and modify outstanding awards as well as authorize discretionary severance payments to our named executive officers upon termination.

None of our named executive officers have an employment agreement with our Company, except Mr. Leanse. The severance benefits provided in Mr. Leanse's employment agreement are described below. Currently, Messrs. E. Coppola, O'Hern and Leanse each have a management continuity agreement which provides for change of control benefits as described below. The agreements for Messrs. E. Coppola and O'Hern will terminate in December 2015. Mr. Leanse's management continuity agreement has a three-year term that automatically renews each year unless our Company gives notice that the term will not be renewed.

On March 15, 2013, in response to Mr. A. Coppola's offer, our Company and Mr. A. Coppola terminated his management continuity agreement. On August 28, 2013, notice was provided by our Company to Messrs. E. Coppola and O'Hern that their respective management continuity agreements would not be extended and, therefore, will terminate in December 2015. The termination of these agreements was primarily based on the desire of Mr. A. Coppola and the Compensation Committee to eliminate all change of control excise tax gross-ups consistent with good corporate governance practices. Upon termination of Messrs. E. Coppola and O'Hern's management continuity agreements, all excise tax gross-up provisions will be eliminated.

Regardless of the manner in which a named executive officer's employment terminates, he is entitled to receive all accrued, vested or earned but deferred compensation and benefits during his term of employment. The information below sets forth the additional payments and/or benefits to our named executive officers under the specified circumstances.

Payments Made/Benefits Received Upon Termination

With Cause

    •
    If a named executive officer's employment is terminated with cause, he will forfeit all unvested equity awards as of the termination date.

Without Cause

    •
    If a named executive officer's employment is terminated for any reason, other than (i) by death, disability, resignation or retirement of such officer or (ii) by termination with cause,

    (1)
    except as provided below, his equity awards that have not vested as of such termination date will be forfeited,

    (2)
    he will have three months (or such other period in the Compensation Committee's discretion) from the termination date to exercise vested options and SARs, subject to specified limitations,

    (3)
    his unvested performance-based LTIP Units will be eligible to vest based on performance through the executive's termination date (this will also occur if the executive terminates his employment for good reason), and

    (4)
    his unvested service-based LTIP Units will continue to vest in accordance with the vesting schedule (this will also occur if the executive terminates his employment for good reason).

    •
    In addition, if Mr. Leanse's employment is terminated without cause during the term of his employment agreement (January 1, 2013 through December 31, 2015), he will receive a lump sum payment of

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      $2,500,000, subject to receipt of a standard employee release and settlement agreement. (This will also occur if Mr. Leanse terminates his employment for good reason.)

Payments Made/Benefits Received Upon Resignation

In the event of the resignation of a named executive officer,

    •
    his equity awards that have not vested as of such termination date will be forfeited, and

    •
    he will have three months (or such other period in the Compensation Committee's discretion) from the termination date to exercise vested options and SARs, subject to specified limitations.

Payments Made/Benefits Received Upon Retirement

In the event of the retirement of a named executive officer,

    •
    under our current retirement policy and except as provided below, all outstanding equity awards will continue to vest in accordance with the vesting schedule originally set forth in his award agreement provided the named executive officer retires at 55 or older, has at least ten years of service with our Company and has not been directly or indirectly employed by a competitor at any time after his retirement,

    •
    if a named executive officer does not meet the requirements for retirement under our current retirement policy and the Compensation Committee does not otherwise provide:

    •
    his equity awards that have not vested as of his retirement date will be forfeited, and

    •
    he will have 12 months from his retirement date to exercise vested options and SARs, subject to specified limitations.

    •
    he will forfeit all unvested performance-based and service-based LTIP Units, unless the Compensation Committee determines in its sole discretion to provide for vesting of some or all such LTIP Units.

Payments Made/Benefits Received Upon Death or Disability

In the event of death or disability of a named executive officer while employed,

    •
    his benefits under our long-term disability plan or payments under our life insurance plan(s), as appropriate, will be distributed,

    •
    his vested stock options or SARs may be exercised for 12 months after the date of his disability or death,

    •
    except as provided below, his unvested equity awards will immediately vest, and

    •
    his unvested performance-based LTIP Units will be eligible to vest based on performance through the executive's date of death or disability.

Payments Made/Benefits Received Upon Change of Control

    Management Continuity Agreements

We currently have management continuity agreements for three of our executive officers. On October 26, 2006, our Company amended and restated management continuity agreements with Messrs. E. Coppola and O'Hern which as noted above will terminate in December 2015. Our Company also entered into a management continuity agreement50/50 joint venture with Mr. Leanse in connection with his hiring as our Senior Executive Vice President, Chief Legal OfficerSears to own nine freestanding stores located at Arrowhead Towne Center, Chandler Fashion Center, Danbury Fair Mall, Deptford Mall, Freehold Raceway Mall, Los Cerritos Center, South Plains Mall, Vintage Faire Mall and Secretary, effective January 1, 2013.


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    Messrs. E. Coppola and O'Hern

Washington Square. The management continuity agreementsCompany invested $150,000 for Messrs. E. Coppola and O'Hern provide that if, within two years following a change of control, the executive officer's employment is terminated (i) by us for no reason or any reason other than for cause or death or disability or (ii) by the executive officer for good reason, such executive officer will be entitled to receive an amount equal to three times the sum of:

    •
    the executive's base salary; and

    •
    the amount of the highest cash and stock/unit portion of the executive's annual incentive bonus awarded for performance for each of the three preceding fiscal years (or, if the annual incentive bonus has not yet been awarded for the immediately preceding fiscal year, the highest amount awarded50% ownership interest in the four preceding fiscal years), referred to as the "Bonus Amount."

For this purpose, the Bonus Amount shall also include:

    •
    any supplemental or special cash and/or stock/unit bonus awarded to the executive for the applicable year;

    •
    any cash portion of an incentive bonusjoint venture, which the executive has elected to convert into restricted stock, stock units or service-based LTIP Unitswas funded by borrowings under the Restricted Stock/Stock Unit/LTIP Unit Bonus Program or other comparable, optional stock-in-lieuCompany's line of credit.
On October 30, 2015, the Company sold a 40% ownership interest in Pacific Premier Retail LLC (the "PPR Portfolio"), which owns Lakewood Center, a 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 square foot regional shopping center in Cerritos, California; South Plains Mall, a 1,127,000 square foot regional shopping center in Lubbock, Texas; and Washington Square, a 1,440,000 square foot regional shopping center in Portland, Oregon, for a total sales price of $1,258,643, resulting in a gain on sale of assets of $311,194. The sales price was funded by a cash benefit programs;payment of $545,643 and

•
the valueassumption of any outstanding performance-based LTIP Units that vest during the applicable year as provided in any LTIP Unit award agreement.

In addition, the executive will receive all accrued obligations, including a pro rata share of the Bonus Amountmortgage and other notes payable on the properties of $713,000. The Company used the cash proceeds from the sales to pay down its line of credit and for general corporate purposes, which included funding the yearASR and Special Dividend (See Note 12—Stockholders' Equity). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in which the termination occurs.

Our Company will also generally continue welfare benefits for the executive officer and his family at least equal to, and at the same after-tax costjoint venture due to the executive officer and/or his family, as those that would have been provided to them in accordance with the plans, programs, practices and policies as in effect immediately prior to the change of control, generally until up to the third anniversarysubstantive participation rights of the termination date (subject to earlier termination ifoutside partner. Accordingly, the executive becomes eligibleCompany accounts for health coverage under another employer's plans).

Upon a change of control, any shares of restricted stock, stock units or service-based LTIP Units held by the executive that remain unvested shall immediately vest, any unvested stock options or SARs held by the executive shall vest in full and be immediately exercisable and any outstanding performance-based LTIP Units shall vest as providedits investment in the applicable award agreement. See "DiscussionPPR Portfolio under the equity method of Summary Compensation and Grants of Plan-Based Awards Table—LTIP Unit Awards." Any such stock options or SARs shall remain exercisableaccounting.

On January 6, 2016, the Company sold a 40% ownership interest in Arrowhead Towne Center, a 1,197,000 square foot regional shopping center in Glendale, Arizona, for a period at least until the first to occur of (1) the expiration of the full term of the option or SAR and (2) one year after the date on which the change of control occurs.

    •
    "Good reason" means an action taken by our Company$289,496, resulting in a material negative change ingain on the employment relationshipsale of assets of $101,629. The sales price was funded by a cash payment of $129,496 and generally includes the assignment to the executiveassumption of any duties materially inconsistent in any respect with the executive's position, authority, duties or responsibilities or any other material diminution in such position, authority, duties or responsibilities, one or more reductions in base salary that, individually or in the aggregate, exceed 10%, a change in his principal office location, material modification of bonus, benefit plans or fringe benefits or material breach of the management continuity agreement or any employment agreement by our Company or its successors or assigns.

    •
    "Change of control" generally requires a corporate transaction involving a 40% or greater change in ownership, certain majority changes in our Board of Directors or with limited exceptions the acquisition of 33% or more of our outstanding shares of Common Stock or voting securities by any person.

    •
    "Cause" generally includes for each executive (1) a failure to perform in a material respect without proper cause his obligations under the management continuity agreement or any written employment agreement,

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      (2) a felony conviction or a plea of guilty or nolo contendere to a felony, or (3) an act of fraud, dishonesty or gross misconduct materially injurious to our Company.

In addition, the management continuity agreements for Messrs. E. Coppola and O'Hern (each of which was entered into in 2006 and will terminate in December 2015 as noted above) provide that if any payment by our Company to or for the benefit of the executive (whether pursuant to the terms of the management continuity agreement or otherwise) (a "Payment") would be subject to an excise tax imposed under certain provisions of the Code or any interest or penalties with respect thereto, referred to as the "Excise Tax," then the executive shall be entitled to receive a gross-up payment in an amount so that the executive is in the same after-tax position as if there were no Excise Tax. The executive will not receive this gross-up payment if the parachute value of all such Payments does not exceed 110% of an amount equal to 2.99 times the executive's "base amount" referred to as the "Safe Harbor Amount." In such event, the amounts payable under the management continuity agreement shall be reduced so that the parachute value of all Payments to the executive, in the aggregate, equals the Safe Harbor Amount.

Under the management continuity agreements, each executive has agreed to certain covenants, including confidentiality in perpetuity and non-solicitation of employees for two years after the termination date.

    Mr. Leanse

Mr. Leanse's management continuity agreement provides that if, within two years following a change of control, his employment is terminated (i) by us for no reason or any reason other than for cause or by reason of death or disability or (ii) by Mr. Leanse for good reason, he will generally be entitled to receive an amount equal to three times the sum of:

    •
    his base salary; and

    •
    the amount of the cash and stock/unit portion of his annual incentive bonus awarded for performance for the fiscal year immediately preceding his termination date (including any supplemental or special cash and/or stock bonus awarded to him for the applicable year) or, if the annual incentive bonus has not yet been awarded for that fiscal year, the amount of his annual incentive bonus awarded for performance for the second fiscal year immediately preceding his termination date.

In addition, Mr. Leanse will receive all accrued obligations, including a pro rata share of his bonus amountthe mortgage note payable on the property of $160,000. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the Special Dividend (See Note 12—Stockholders' Equity). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in Arrowhead Towne Center under the equity method of accounting.

On January 14, 2016, the Company formed a joint venture, whereby the Company sold a 49% ownership interest in Deptford Mall, a 1,039,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,431,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 847,000 square foot regional shopping center in Boulder, Colorado (the "MAC Heitman Portfolio"), for $771,478, resulting in a gain on the sale of assets of $340,734. The sales price was funded by a cash payment of $478,608 and the assumption of a pro rata share of the mortgage notes payable on the properties of $292,870. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes. Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in the MAC Heitman Portfolio under the equity method of accounting.
On March 1, 2016, the Company, through a 50/50 joint venture, acquired Country Club Plaza, a 1,246,000 square foot regional shopping center in Kansas City, Missouri, for a purchase price of $660,000. The Company funded its pro rata share of the purchase price of $330,000 from borrowings under its line of credit. On March 28, 2016, the joint venture placed a $320,000 loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026. The Company used its pro rata share of the proceeds 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)

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:

 2016 2015
Assets(1):   
Properties, net$9,176,642
 $6,334,442
Other assets614,607
 507,718
Total assets$9,791,249
 $6,842,160
Liabilities and partners' capital(1):   
Mortgage and other notes payable(2)$5,224,713
 $3,607,588
Other liabilities403,369
 355,634
Company's capital2,279,819
 1,585,796
Outside partners' capital1,883,348
 1,293,142
Total liabilities and partners' capital$9,791,249
 $6,842,160
Investment in unconsolidated joint ventures:   
Company's capital$2,279,819
 $1,585,796
Basis adjustment(3)(584,887) (77,701)
 $1,694,932
 $1,508,095
    
Assets—Investments in unconsolidated joint ventures$1,773,558
 $1,532,552
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(78,626) (24,457)
 $1,694,932
 $1,508,095


(1)These amounts include the assets of $3,179,255 and $3,283,702 of Pacific Premier Retail LLC as of December 31, 2016 and 2015, respectively, and liabilities of $1,887,952 and $1,938,241 of Pacific Premier Retail LLC as of December 31, 2016 and 2015, respectively.

(2)Included in mortgage and other notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $265,863 and $460,872 as of December 31, 2016 and 2015, 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 $16,898, $29,372 and $38,113 for the years ended December 31, 2016, 2015 and 2014, 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 $17,610, $5,619 and $5,109 for the years ended December 31, 2016, 2015 and 2014, 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 LLC(1)		 
Other
Joint
Ventures
 Total
Year Ended December 31, 2016       
Revenues:       
Minimum rents  $129,145
 $471,139
 $600,284
Percentage rents  5,437
 15,480
 20,917
Tenant recoveries  47,856
 187,288
 235,144
Other  6,303
 49,937
 56,240
Total revenues  188,741
 723,844
 912,585
Expenses:       
Shopping center and operating expenses  39,804
 234,704
 274,508
Interest expense  64,626
 123,043
 187,669
Depreciation and amortization  108,880
 251,498
 360,378
Total operating expenses  213,310
 609,245
 822,555
Loss on sale of assets  —
 (375) (375)
Net (loss) income  $(24,569) $114,224
 $89,655
Company's equity in net (loss) income  $(3,088) $60,029
 $56,941
        
Year Ended December 31, 2015       
Revenues:       
Minimum rents  $21,172
 $293,921
 $315,093
Percentage rents  2,569
 13,188
 15,757
Tenant recoveries  8,408
 129,059
 137,467
Other  1,182
 33,931
 35,113
Total revenues  33,331
 470,099
 503,430
Expenses:       
Shopping center and operating expenses  6,852
 165,795
 172,647
Interest expense  10,448
 78,279
 88,727
Depreciation and amortization  16,919
 133,707
 150,626
Total operating expenses  34,219
 377,781
 412,000
Gain on sale of assets  —
 9,850
 9,850
Loss on early extinguishment of debt  —
 (3) (3)
Net (loss) income  $(888) $102,165
 $101,277
Company's equity in net income  $1,409
 $43,755
 $45,164
        

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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 LLC(1)		 
Other
Joint
Ventures
 Total
Year Ended December 31, 2014       
Revenues:       
Minimum rents  $88,831
 $299,532
 $388,363
Percentage rents  2,652
 14,509
 17,161
Tenant recoveries  40,118
 146,623
 186,741
Other  4,090
 36,615
 40,705
Total revenues  135,691
 497,279
 632,970
Expenses:       
Shopping center and operating expenses  37,113
 178,299
 215,412
Interest expense  34,113
 102,974
 137,087
Depreciation and amortization  29,688
 114,715
 144,403
Total operating expenses  100,914
 395,988
 496,902
(Loss) gain on sale of assets  (7,044) 10,687
 3,643
Net income  $27,733
 $111,978
 $139,711
Company's equity in net income  $9,743
 $50,883
 $60,626
        


(1)These amounts exclude the results of operations from November 14, 2014 to October 29, 2015, as Pacific Premier Retail LLC became wholly-owned as a result of the PPR Queens Portfolio acquisition. Pacific Premier Retail LLC was converted from wholly-owned to an unconsolidated joint venture effective October 30, 2015, as a result of the PPR Portfolio transaction, as discussed above.
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.
5. Property, net:
Property at December 31, 2016 and 2015 consists of the following:
 2016 2015
Land$1,607,590
 $1,894,717
Buildings and improvements6,511,741
 7,752,892
Tenant improvements622,878
 637,355
Equipment and furnishings177,036
 169,841
Construction in progress289,966
 234,851
 9,209,211
 10,689,656
Less accumulated depreciation(1,851,901) (1,892,744)
 $7,357,310
 $8,796,912

Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $277,270, $354,977 and $289,178, respectively.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
5. Property, net: (Continued)

The gain on sale or write down of assets, net for the year ended December 31, 2016 includes a gain of $101,629 on the sale of a 40% ownership interest in whichArrowhead Towne Center (See Note 4—Investments in Unconsolidated Joint Ventures), $340,734 on the termination occurs. Mr. Leanse's management continuity agreement generallysale of a 49% ownership interest in the MAC Heitman Portfolio (See Note 4—Investments in Unconsolidated Joint Ventures), $24,894 on the sale of Capitola Mall (See Note 14—Dispositions) and $4,546 on the sale of land. These gains were offset in part by a loss of $39,671 on impairment, a charge of $12,180 from a contingent consideration obligation, a loss of $3,066 on the sale of a former Mervyn's store (See Note 14—Dispositions) and $1,538 on the write-off of development costs. The loss on impairment was due to the reduction of the estimated holding periods of Cascade Mall (See Note 22—Subsequent Events), Promenade at Casa Grande, The Marketplace at Flagstaff and a freestanding store.
The gain on sale or write down of assets, net for the year ended December 31, 2015 includes the other provisions described above with respectgain of $311,194 on the sale of a 40% ownership interest in the PPR Portfolio (See Note 4—Investments in Unconsolidated Joint Ventures), $73,726 on the sale of Panorama Mall (See Note 14—Dispositions), $2,336 on the sale of assets and $1,807 on the sale of land offset in part by a loss of $10,633 on impairment and $182 on the write-off of development costs. The loss on impairment was due to Messrs. E. Coppolathe reduction of the estimated holding periods of Flagstaff Mall (See Note 14—Dispositions) and O'Hern, except there is no Excise Tax gross-up payment. Instead, if any Paymenta freestanding store.
The gain on sale or write down of assets, net for the year ended December 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 Mervyn's 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 our Company would subject Mr. Leansea loss of $41,216 on impairment and $40,561 on the write-off of development costs. The loss on impairment was due to an Excise Tax, the Payments under his management continuity agreement shall be reduced ifreduction in the selected accounting firm determines that he would haveestimated holding periods of the long-lived assets of several properties including Great Northern Mall, Cascade Mall, a greater net after tax receipt of aggregate Payments if his Payments under his management continuity agreement were so reduced. To the extent Mr. Leanse is entitledproperty adjacent to receive severance payments under his management continuity agreement, he shall not be entitled to his severance payments under his employment agreement.

Termination/Change of Control Payments Table

Fiesta Mall and three former Mervyn's stores sold in 2014 (See Note 14—Dispositions).

The following table providessummarizes certain of the potential payments and benefits toCompany's assets that were measured on a nonrecurring basis as a result of impairment charges recorded for the named executive officers, upon termination of employment or a change of control, assuming such event occurred onyears ended December 31, 2014. These numbers do not reflect the actual amounts2016, 2015 and 2014 as described above:
Years ended December, 31 Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets Significant Other Unobservable Inputs Significant Unobservable Inputs
  (Level 1) (Level 2) (Level 3)
2016 $86,100
 $—
 $—
 $86,100
2015 $33,300
 $—
 $—
 $33,300
2014 $44,500
 $—
 $—
 $44,500
The fair value relating to impairment assessments were based upon a discounted cash flow model that may be paid to such persons, which will only be known at the time that they become eligibleincludes all cash inflows and outflows over a specific holding period. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for paymentgrowth. Terminal capitalization rates and will only be payable if the specified event occurs.

    Items Not Reflected in Table

The following items are not reflected in the table set forth below:

    •
    Accrued salary, bonus, personal time and vacation.

    •
    Costs of COBRA or any other mandated governmental assistance program to former employees.

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    •
    Welfare benefits, including life insurance, provided to all salaried employees.

    •
    Amounts outstanding under our 401(k) plan or any deferred compensation plan. There are no special or enhanced benefits under these plans for our named executive officers, and all of such participating officers are fully vesteddiscount rates utilized in these plans. See "Nonqualified Deferred Compensation" table.

    Changemodels are based on a reasonable range of Control Payments—Code Section 280G valuation

For purposescurrent market rates for each property analyzed. Based upon these inputs, the Company determined that its valuations of properties using a discounted cash flow model are classified within Level 3 of the table below, our Company engaged PricewaterhouseCoopers LLP to estimate the Excise Tax gross-up payment to be paid by our Company arising under Code Section 280G in connection with the management continuity agreements of Messrs. E. Coppola and O'Hern. Mr. Leanse's management continuity agreement does not provide for an Excise Tax gross-up payment. Code Section 280G imposes tax penalties for compensation paid by our Company that is contingent upon a change of control and equal to or greater than three times an executive's average annual taxable compensation over the most recent five-year period (such average being referred to as the "base amount"). If tax penalties apply, all such payments above the base amount become subject to a 20% excise tax. Key assumptions of the analysis include:

    •
    Change of control and termination of employment occurs as of December 31, 2014 and the base amount is based on amounts for the five-year period ending 2013; and

    •
    The only applicable payments or benefits are cash severance (3x salary plus Bonus Amount) and a pro rata Bonus Amount based on amount of time employed during 2014 and welfare benefits.

    Other Notes Applicable to the Table

    •
    For the accelerated vesting of the unvested service-based LTIP Units, the table reflects the intrinsicfair value of such acceleration. The value for each unvested LTIP Unit is $83.41, which represents the closing price of our Common Stock on the NYSE on December 31, 2014.

    •
    For the accelerated vesting of Mr. Leanse's unvested stock options, the table reflects the intrinsic value of such acceleration. The value for each unvested stock option is the amount by which the closing price of our Common Stock on the NYSE on December 31, 2014 ($83.41) exceeded the exercise price of the option ($59.57).

    •
    Life insurance amounts only reflect policies paid for by our Company and in effect on December 31, 2014.

    •
    The table assumes that a "disability" is of a long-term nature, which triggers vesting of unvested equity awards and the accelerated vesting determination of any unvested performance-based LTIP Units.

    •
    Messrs. A. Coppola and E. Coppola also have death benefit coverage under a split-dollar life insurance policy. No premiums have been paid by our Company under this policy since July 30, 2002. At the time of their death, the total premiums our Company previously paid for the policies will be recovered and the remaining death benefits will be paid to their designated beneficiaries.

    •
    As previously described, the "Change of control/Termination" benefits shown in the table below for Messrs. E. Coppola and O'Hern would be paid under management continuity agreements that will terminate in December 2015.

    •
    The "Termination without cause" and "Change of control/Termination" rows include a termination by our Company without cause and a termination for good reason by the NEO.

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Termination/Change of Control Payments

hierarchy.
 
 Cash
Severance
($)		 Miscellaneous
Benefits
($)		 Service-Based
Awards
($)		 Life
Insurance
Proceeds
($)		 280G Tax
Gross-Up
($)		 Total
($)		 

Arthur M. Coppola

                   

Termination with cause

  —  —  —  —  —  — 

Termination without cause

  —  —  2,124,536(2) —  —  2,124,536 

Resignation

  —  —  —  —  —  — 

Retirement

  —  —  —  —  —  — 

Death

  —  —  2,124,536(3) 2,000,000  —  4,124,536 

Disability

  —   (1) 2,124,536(3) —  —  2,124,536 

Change of control

  —  —  2,124,536(3) —  —  2,124,536 

Change of control/Termination

  —  —  2,124,536(3) —  —  2,124,536 

Edward C. Coppola

                   

Termination with cause

  —  —  —  —  —  — 

Termination without cause

  —  —  708,151(2) —  —  708,151 

Resignation

  —  —  —  —  —  — 

Retirement

  —  —  —  —  —  — 

Death

  —  —  708,151(3) 1,600,000  —  2,308,151 

Disability

  —   (1) 708,151(3) —  —  708,151 

Change of control

  —  —  708,151(3) —  —  708,151 

Change of control/Termination

  40,802,240  90,042(4) 708,151(3) —  19,324,899  60,925,332 

Thomas E. O'Hern

                   

Termination with cause

  —  —  —  —  —  — 

Termination without cause

  —  —  295,105(2) —  —  295,105 

Resignation

  —  —  —  —  —  — 

Retirement

  —  —  —  —  —  — 

Death

  —  —  295,105(3) 1,100,000  —  1,395,105 

Disability

  —   (1) 295,105(3) —  —  295,105 

Change of control

  —  —  295,105(3) —  —  295,105 

Change of control/Termination

  19,523,939  87,583(4) 295,105(3) —  11,714,312  31,620,939 

Thomas J. Leanse

                   

Termination with cause

  —  —  —  —  —  — 

Termination without cause

  2,500,000  —  295,105(2) —  —  2,795,105 

Resignation

  —  —  —  —  —  — 

Retirement

  —  —  —  —  —  — 

Death

  —  —  415,116(5) 1,000,000  —  1,415,116 

Disability

  —   (1) 415,116(5) —  —  415,116 

Change of control

  —  —  415,116(5) —  —  415,116 

Change of control/Termination

  7,500,000  25,710(4) 415,116(5) —  —  7,940,826 

Robert D. Perlmutter

                   

Termination with cause

  —  —  —  —  —  — 

Termination without cause

  —  —  236,050(2) —  —  236,050 

Resignation

  —  —  —  —  —  — 

Retirement

  —  —  —  —  —  — 

Death

  —  —  236,050(3) 1,000,000  —  1,236,050 

Disability

  —   (1) 236,050(3) —  —  236,050 

Change of control

  —  —  236,050(3) —  —  236,050 

Change of control/Termination

  —  —  236,050(3) —  —  236,050 

(1)
Upon disability, the executive officer will generally receive up to $25,000 monthly until his return to employment.

(2)
Amount reflects the vesting of service-based LTIP Units. The executive officer's unvested service-based LTIP Units will continue to vest in accordance with the vesting schedule upon a termination without cause or if the executive officer terminates his employment for good reason.

(3)
Amount represents the vesting of service-based LTIP Units.

(4)
Amount represents the estimated value of continuing welfare benefits for 36 months after December 31, 2014.

(5)
Amount represents the vesting of service-based LTIP Units and stock options.

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Compensation Committee Interlocks and Insider Participation

Messrs. Abbey, Moore, Ross, and Soboroff and Mses. Laing and Stephen each served as a member of the Compensation Committee during 2014. No member of the Compensation Committee is a past or present officer or employee of our Company or had any relationship with us requiring disclosure under SEC rules requiring disclosure of certain transactions with related persons. In addition, none of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officer of which served as a director or member of the Compensation Committee during 2014.


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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

EQUITY COMPENSATION PLAN INFORMATION

Our Company currently maintains two equity compensation plans for the granting of equity awards to directors, officers and employees: our 2003 Incentive Plan and our Director Phantom Stock Plan. Our Company also maintains our Employee Stock Purchase Plan ("ESPP"). Except as described in footnote 4 to the table, each of these plans has been approved by our Company's stockholders.

The following table sets forth for eachquantitative information about the unobservable inputs of our Company's equity compensation plans, the number of shares of Common Stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grantsCompany’s Level 3 real estate recorded as of December 31, 2014.

2016, 2015 and 2014:

Plan category
 Number of shares of
Common Stock to be
issued upon exercise
of outstanding
options, warrants
and rights		 Weighted-average
exercise price of
outstanding options,
warrants and
rights(1)		 Number of shares of Common
Stock remaining available for
future issuance under equity
compensation plans (excluding
shares reflected in the first
column)		 

Equity compensation plans approved by stockholders

  3,177,542(2)$56.70  4,142,990(3)

Equity compensation plans not approved by stockholders(4)

  37,053  —  212,947(5)
​​​ ​ ​​ ​ ​​ ​ ​

Total

  3,214,595 $56.70  4,355,937 
​​​ ​ ​​ ​ ​​​ ​
​​​​​​​​​​​
​​​ ​​​ ​ ​​ ​ ​
Unobservable Inputs 2016 2015 2014
Terminal capitalization rate 7.0% - 10.0% 9.0% 8.0% - 9.0%
Discount rate 8.0% - 15.0% 9.5% 9.0% - 10.5%
Market rents per square foot $2.00 - $20.00 $5.00 - $150.00 $6.00 - $160.00


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

6. Tenant and Other Receivables, net:
Included in tenant and other receivables, net is an allowance for doubtful accounts of $1,991 and $3,072 at December 31, 2016 and 2015, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $9,509 and $10,940 at December 31, 2016 and 2015, respectively, and a deferred rent receivable due to straight-line rent adjustments of $56,761 and $60,790 at December 31, 2016 and 2015, 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, 2016 and 2015 was $6,284 and $6,351, respectively. LSM Note B 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, 2016 and 2015 consist of the following:
 2016 2015
Leasing$239,983
 $248,709
Intangible assets:   
In-place lease values(1)140,437
 196,969
Leasing commissions and legal costs(1)32,384
 52,000
   Above-market leases181,851
 220,847
Deferred tax assets38,301
 38,847
Deferred compensation plan assets42,711
 37,341
Other assets72,206
 70,070
 747,873
 864,783
Less accumulated amortization(2)(269,815) (300,492)
 $478,058
 $564,291



(1)The estimated amortization of these intangible assets for the next five years and thereafter is as follows:
Year Ending December 31, 
2017$18,700
201814,606
201912,170
20209,221
20217,379
Thereafter21,960
 $84,036

(2)
Accumulated amortization includes $88,785 and $109,453 relating to in-place lease values, leasing commissions and legal costs at December 31, 2016 and 2015, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $33,048, $69,460 and $52,668 for the years ended December 31, 2016, 2015 and 2014, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
7. Deferred Charges and Other Assets, net: (Continued)

The allocated values of above-market leases and below-market leases consist of the following:
 2016 2015
Above-Market Leases   
Original allocated value$181,851
 $220,847
Less accumulated amortization(57,505) (73,520)
 $124,346
 $147,327
Below-Market Leases(1)   
Original allocated value$144,713
 $227,063
Less accumulated amortization(58,400) (101,872)
 $86,313
 $125,191

(1)
(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
2017 $14,369
 $14,094
2018 12,152
 13,191
2019 10,087
 11,639
2020 8,720
 9,146
2021 7,503
 6,883
Thereafter 71,515
 31,360
  $124,346
 $86,313

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

8. Mortgage Notes Payable:
Mortgage notes payable at December 31, 2016 and 2015 consist of the following:
  Carrying Amount of Mortgage Notes(1)      
  2016 2015 
Effective Interest
Rate(2)
 
Monthly
Debt
Service(3)
 
Maturity
Date(4)
Property Pledged as Collateral Related Party Other Related Party Other 
Arrowhead Towne Center(5) $—
 $—
 $—
 $221,194
 —
 $—
 —
Chandler Fashion Center(6) —
 199,833
 —
 199,766
 3.77% 625
 2019
Danbury Fair Mall 107,929
 107,928
 111,078
 111,079
 5.53% 1,538
 2020
Deptford Mall(7) —
 —
 —
 193,337
 —
 —
 —
Deptford Mall(8) —
 —
 —
 13,999
 —
 —
 —
Fashion Outlets of Chicago(9) —
 198,966
 —
 198,653
 2.43% 378
 2020
Fashion Outlets of Niagara Falls USA —
 115,762
 —
 117,708
 4.89% 727
 2020
Flagstaff Mall(10) —
 —
 —
 37,000
 —
 —
 —
FlatIron Crossing(7) —
 —
 —
 254,075
 —
 —
 —
Freehold Raceway Mall(6) —
 220,643
 —
 224,836
 4.20% 1,132
 2018
Fresno Fashion Fair(11) —
 323,062
 —
 —
 3.67% 971
 2026
Green Acres Mall —
 297,798
 —
 303,960
 3.61% 1,447
 2021
Kings Plaza Shopping Center —
 456,958
 —
 466,266
 3.67% 2,229
 2019
Northgate Mall(12) —
 63,434
 —
 63,783
 3.50% 206
 2017
Oaks, The —
 201,235
 —
 205,555
 4.14% 1,064
 2022
Pacific View —
 127,311
 —
 130,108
 4.08% 668
 2022
Queens Center —
 600,000
 —
 600,000
 3.49% 1,744
 2025
Santa Monica Place —
 219,564
 —
 224,815
 2.99% 1,004
 2018
SanTan Village Regional Center —
 127,724
 —
 130,638
 3.14% 589
 2019
Stonewood Center —
 99,520
 —
 105,494
 1.80% 640
 2017
Superstition Springs Center(13) —
 —
 —
 67,749
 —
 —
 —
Towne Mall —
 21,570
 —
 21,956
 4.48% 117
 2022
Tucson La Encantada 68,513
 —
 69,991
 —
 4.23% 368
 2022
Victor Valley, Mall of —
 114,559
 —
 114,500
 4.00% 380
 2024
Vintage Faire Mall —
 269,228
 —
 274,417
 3.55% 1,256
 2026
Westside Pavilion —
 143,881
 —
 146,630
 4.49% 783
 2022
  $176,442
 $3,908,976
 $181,069
 $4,427,518
  
  
  


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
8. Mortgage Notes Payable: (continued)


(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, 2016 and 2015 consist of the following:
Property Pledged as Collateral 2016 2015
Arrowhead Towne Center $—
 $8,494
Deptford Mall —
 (3)
Fashion Outlets of Niagara Falls USA 3,558
 4,486
Stonewood Center 2,349
 5,168
Superstition Springs Center —
 263
  $5,907
 $18,408
The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $12,716 and $16,025 at December 31, 2016 and 2015, respectively.
(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 January 6, 2016, the Company replaced the existing loan on the property with a new $400,000 loan that bears interest at an effective rate of 4.05% and matures on February 1, 2028, which resulted in a loss of $3,575 on early extinguishment of debt. Concurrently, a 40% interest in the loan was assumed by a third party in connection with the sale of a 40% ownership interest in the underlying property (See Note 4—Investments in Unconsolidated Joint Ventures).
(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)On January 14, 2016, a 49% interest in the loan was assumed by a third party in connection with the sale of a 49% ownership interest in the MAC Heitman Portfolio (See Note 4—Investments in Unconsolidated Joint Ventures).
(8)On March 1, 2016, the Company paid off in full the loan on the property.
(9)The loan bears interest at LIBOR plus 1.50% and matures on March 31, 2020. At December 31, 2016 and 2015, the total interest rate was 2.43% and 1.84%, respectively.
(10)On July 15, 2016, the Company conveyed the property to the mortgage lender by a deed-in-lieu of foreclosure, which resulted in a gain of $5,284 on the extinguishment of debt (See Note 14—Dispositions).
(11)
On October 6, 2016, the Company placed a new $325,000 loan on the property that bears interest at an effective rate of 3.67% and matures on November 1, 2026.
(12)The loan bore interest at LIBOR plus 2.25% and was to mature on March 1, 2017. At December 31, 2016 and 2015, the total interest rate was 3.50% and 3.30%, respectively. On January 18, 2017, the Company paid off the loan in full in connection with the sale of the underlying property (See Note 22—Subsequent Events).
(13)On October 14, 2016, the Company paid off in full the loan on the property.
Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.
As of December 31, 2016, all of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.
The Company expects all loan maturities during the next twelve months, will be refinanced, restructured, extended and/or paid-off from the Company's line of credit or with cash on hand.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
8. Mortgage Notes Payable: (continued)

Total interest expense capitalized during the years ended December 31, 2016, 2015 and 2014 was $10,316, $13,052 and $12,559, 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, 2016 and 2015 was $4,126,819 and $4,628,781, 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:
Year Ending December 31, 
2017$218,562
2018480,176
2019796,592
2020528,456
2021291,733
Thereafter1,776,708
 4,092,227
Debt premium, net5,907
Deferred finance cost, net(12,716)
 $4,085,418
The future maturities reflected above reflect the extension options that the Company believes will be exercised.
9. Bank and Other Notes Payable:
Bank and other notes payable at December 31, 2016 and 2015 consist of the following:
Line of Credit:
The Company has a $1,500,000 revolving line of credit that bore interest at LIBOR plus a spread of 1.38% to 2.0%, depending on the Company's overall leverage level, and was to mature on August 6, 2018. On July 6, 2016, the Company amended its line of credit. The amended $1,500,000 line of credit bears interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and matures on July 6, 2020 with a one-year extension option. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2,000,000.
Based on the Company's leverage level as of December 31, 2016, the borrowing rate on the facility was LIBOR plus 1.45%. As of December 31, 2016 and 2015, borrowings under the line of credit, were $885,000 and $650,000, respectively, less unamortized deferred finance costs of $10,039 and $6,967, respectively, at a total interest rate of 2.40% and 1.95%, respectively. The estimated fair value (Level 2 measurement) of the line of credit at December 31, 2016 and 2015 was $865,921 and $640,260, respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
9. Bank and Other Notes Payable: (Continued)

Term Loan:
On December 8, 2011, the Company obtained a $125,000 unsecured term loan under the line of credit that bore interest at LIBOR plus a spread of 1.95% to 3.20%, depending on the Company's overall leverage level, and was to mature on December 8, 2018. On October 23, 2015, the Company paid off in full the term loan, which resulted in a loss of $578 on the early extinguishment of debt.
Prasada Note:
On March 29, 2013, the Company issued a $13,330 note payable that bears interest at 5.25% and was to mature on May 30, 2016. The maturity date of the note was extended to May 30, 2021. The note payable is collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona. At December 31, 2016 and 2015, the note had a balance of $5,521 and $9,130, respectively. The estimated fair value (Level 2 measurement) of the note at December 31, 2016 and 2015 was $5,786 and $9,168, 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, 2016 and 2015, the Company was in compliance with all applicable financial loan covenants.
The future maturities of bank and other notes payable are as follows:
Year Ending December 31, 
2017$781
2018823
2019868
2020915
2021887,134
Thereafter—
 890,521
Deferred finance cost(10,039)
 $880,482
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 1,674,000 square foot regional shopping center in Freehold, New Jersey, and Chandler Fashion Center, a 1,319,000 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 $58,973 and $63,756 at December 31, 2016 and 2015, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

11. Noncontrolling Interests:
The Company allocates net income of the Operating Partnership based on the weighted-average exercise pricesownership 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 periodically to reflect its ownership interest in the Company. The Company had a 93% ownership interest in the Operating Partnership as of December 31, 2016 and 2015. The remaining 7% limited partnership interest as of December 31, 2016 and 2015, 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 registered or unregistered 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, 2016 and 2015, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $733,141 and $870,625, 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 reflecthave rights that require the Company to redeem the ownership interests in either cash or stock.
12. Stockholders' Equity:
Stock Buyback Program:
On September 30, 2015, the Company's Board of Directors authorized the repurchase of up to $1,200,000 of the Company's outstanding common shares over the period ending September 30, 2017, as market conditions warranted.
On November 12, 2015, the Company entered into an accelerated share repurchase program ("ASR") to repurchase $400,000 of the Company's common stock. In accordance with the ASR, the Company made a prepayment of $400,000 and received an initial share delivery of 4,140,788 shares. On January 19, 2016, the ASR was completed and the Company received delivery of an additional 970,609 shares. The average price of the 5,111,397 shares repurchased under the ASR was $78.26 per share. The ASR was funded from proceeds in connection with the financing and sale of the ownership interest in the PPR Portfolio (See Note 4—Investments in Unconsolidated Joint Ventures).
On February 17, 2016, the Company entered into an ASR to repurchase an additional $400,000 of the Company's common stock. In accordance with the ASR, the Company made a prepayment of $400,000 and received an initial share delivery of 4,222,193 shares. On April 19, 2016, the ASR was completed and the Company received delivery of an additional 861,235 shares. The average price of the 5,083,428 shares repurchased under the ASR was $78.69 per share. The ASR was funded from borrowings under the Company's line of credit, which had been recently paid down from the proceeds from the recently completed financings and sale of ownership interests (See Note 4—Investments in Unconsolidated Joint Ventures).
On May 9, 2016, the Company entered into an ASR to repurchase the remaining $400,000 of the Company's common stock authorized for repurchase. In accordance with the ASR, the Company made a prepayment of $400,000 and received an initial share delivery of 3,964,812 shares. On July 11, 2016, the ASR was completed and the Company received delivery of an additional 1,104,162 shares. The average price of the 5,068,974 shares repurchased under the ASR was $78.91 per share. The ASR was funded from borrowings under the Company's line of credit, which had been recently paid down from the proceeds from the recently completed financings and sale of ownership interests (See Note 4—Investments in Unconsolidated Joint Ventures).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
12. Stockholders' Equity: (Continued)

Special Dividends:
On October 30, 2015, the Company declared two special dividends/distributions ("Special Dividend"), each of $2.00 per share of common stock and per OP Unit. The first Special Dividend was paid on December 8, 2015 to stockholders and OP Unit holders of record on November 12, 2015. The second Special Dividend was paid on January 6, 2016 to common stockholders and OP Unit holders of record on November 12, 2015. The Special Dividends were funded from proceeds in connection with the financing and sale of ownership interests in the PPR Portfolio and Arrowhead Towne Center (See Note 4—Investments in Unconsolidated Joint Ventures).
At-The-Market Stock Offering Program ("ATM Program"):
On August 17, 2012, the Company entered into an equity distribution agreement ("2012 ATM Program") 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 $500,000 (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 2014 ATM Program during the year ended December 31, 2016.
As of December 31, 2016, $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 14, 2014, the Company issued 17,140,845 shares of common stock in connection with the acquisition of the PPR 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

13. Acquisitions:
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 charges6,660
Other assets202
Total assets acquired35,786
Other accrued liabilities4,786
Total liabilities assumed4,786
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 investment15,767
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.
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 included contingent consideration based on the financial performance of Fashion Outlets of Chicago at an agreed upon date in 2016. On August 19, 2016, the Company paid $23,800 in full settlement of the contingent consideration obligation.
PPR Queens Portfolio:
On November 14, 2014, the Company acquired the remaining 49% ownership interest in the PPR 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 PPR Queens Portfolio.

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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 the PPR Queens Portfolio:
Property$3,711,819
Deferred charges155,892
Cash and cash equivalents28,890
Restricted cash5,113
Tenant receivables5,438
Other assets127,244
Total assets acquired4,034,396
Mortgage notes payable1,414,659
Accounts payable5,669
Due to affiliates2,680
Other accrued liabilities230,210
Total liabilities assumed1,653,218
Fair value of acquired net assets (at 100% ownership)$2,381,178

The Company determined that the purchase price represented the fair value of the additional ownership interest in the PPR Queens Portfolio that was acquired.
Fair value of existing ownership interest (at 51% ownership)$1,214,401
Distributions in excess of investment208,735
Gain on remeasurement of assets$1,423,136
The following is the reconciliation of the purchase price to the 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 assets1,423,136
Fair value of acquired net assets (at 100% ownership)$2,381,178
The Company has included Lakewood Center, Los Cerritos Center and Washington Square in its consolidated financial statements until the Company sold a 40% ownership interest in the PPR Portfolio on October 30, 2015 (See Note 4—Investments in Unconsolidated Joint Ventures). The remaining properties of the PPR Queens Portfolio have been included in the Company's consolidated financial statements from the date of acquisition.
Inland Center:
On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center 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. Prior to the acquisition, the Company had accounted for its investment in Inland Center 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 Inland Center. The acquisition was completed in order to obtain 100% ownership and control over this asset.

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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 Inland Center:
Property$91,871
Deferred charges9,752
Other assets5,782
Total assets acquired107,405
Mortgage note payable50,000
Other accrued liabilities4,905
Total liabilities assumed54,905
Fair value of acquired net assets (at 100% ownership)$52,500
The Company determined that the purchase price represented the fair value of the additional ownership interest in Inland Center that was acquired.
Fair value of existing ownership interest (at 50% ownership)$26,250
Carrying value of investment(4,161)
Gain on remeasurement of assets$22,089
The following is the reconciliation of the purchase price to the fair value of the acquired net assets:
Purchase price$51,250
Less debt assumed(25,000)
Carrying value of investment4,161
Gain on remeasurement of assets22,089
Fair value of acquired net assets (at 100% ownership)$52,500
From the date of acquisition, the Company has included Inland Center in its consolidated financial statements.

14. Dispositions:
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 $472. 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, net). 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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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.
On June 30, 2015, the Company conveyed Great Northern Mall, an 895,000 square foot regional shopping center in Clay, New York, to the mortgage lender by a deed-in-lieu of foreclosure and was discharged from the mortgage note payable. The loan was nonrecourse to the Company. As a result, the Company recognized a loss on the extinguishment of debt of $1,627.
On November 19, 2015, the Company sold Panorama Mall, a 312,000 square foot community center in Panorama City, California, for $98,000, resulting in a gain on the sale of assets of $73,726. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On April 13, 2016, the Company sold Capitola Mall, a 586,000 square foot regional shopping center in Capitola, California, for $93,000, resulting in a gain on the sale of assets of $24,894. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On May 31, 2016, the Company sold a former Mervyn's store in Yuma, Arizona, for $3,200, resulting in a loss on the sale of assets of $3,066. The Company used the proceeds from the sale to pay down its line of credit and for general corporate purposes.
On July 15, 2016, the Company conveyed Flagstaff Mall, a 347,000 square foot regional shopping center in Flagstaff, Arizona, to the mortgage lender by a deed-in-lieu of foreclosure and was discharged from the mortgage note payable. The loan was non-recourse to the Company. As a result, the Company recognized a gain on the extinguishment of debt of $5,284 (See Note 8—Mortgage Notes Payable).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

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, 
2017$536,826
2018456,976
2019396,405
2020349,394
2021298,641
Thereafter989,259
 $3,027,501

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 $9,894, $11,870 and $10,968 for the years ended December 31, 2016, 2015 and 2014, respectively. No contingent rent was incurred for the years ended December 31, 2016, 2015 or 2014.
Minimum future rental payments required under the leases are as follows:
Year Ending December 31, 
2017$13,712
20189,423
20197,840
20207,848
20217,487
Thereafter193,659
 $239,969

As of December 31, 2016, the Company was contingently liable for $61,002 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, 2016, the Company had $41,906 in outstanding obligations, which it believes will be issuedsettled in the next twelve months.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

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:
 2016 2015 2014
Management fees$17,937
 $10,064
 $16,751
Development and leasing fees13,907
 9,615
 10,528
 $31,844
 $19,679
 $27,279

Certain mortgage notes on the properties are held by NML (See Note 8—Mortgage Notes Payable). Interest expense in connection with these notes was $8,973, $10,515 and $15,134 for the years ended December 31, 2016, 2015 and 2014, respectively. Included in accounts payable and accrued expenses is interest payable to this related party of $736 and $756 at December 31, 2016 and 2015, respectively.
During the year ended December 31, 2014, 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 for the year ended December 31, 2014.
Due (to) from affiliates includes $(6,809) and $7,467 of (prepaid) unreimbursed costs and fees due (to) from unconsolidated joint ventures under management agreements at December 31, 2016 and 2015, 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 538,000 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). Interest income earned on these notes was $516 for the year ended December 31, 2014.
In addition, due from affiliates at December 31, 2016 and 2015 includes a note receivable from RED/303 LLC ("RED") that bears interest at 5.25% and was to mature on May 30, 2016. The maturity date of the note was extended to May 30, 2021. Interest income earned on this note was $366, $520 and $614 for the years ended December 31, 2016, 2015 and 2014, respectively. The balance on this note receivable was $5,593 and $9,252 at December 31, 2016 and 2015, 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 interest in a development agreement.
Also included in due from affiliates is a note receivable from Lennar Corporation that bears interest at LIBOR plus 2% and matures upon the paymentcompletion of outstanding stock units, OP Units or LTIP Units.

(2)
Of these shares, 10,068, 772,639, 144,374certain milestones in connection with the development of Fashion Outlets of San Francisco (See Note 4—Investments in Unconsolidated Joint Ventures). Interest income earned on this note was $2,234, $1,872 and 9,189 were subject to options, SARs, stock units$206 for the years ended December 31, 2016, 2015 and restricted stock, respectively, then outstanding under our 2014, respectively. The balance on this note was $69,443 and $67,209 at December 31, 2016 and 2015, respectively. Lennar Corporation is considered a related party because it has an ownership interest in Fashion Outlets of San Francisco.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

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 2,050,575 may be issued upon redemption("2003 Plan") authorizes the grant of LTIP Units or OP Units under our 2003 Incentive Plan, and 190,697 were subject to stock units then credited under our Director Phantom Stock Plan. This number of shares is presented before giving effect to the shares that will be purchased under our ESPP for the purchase period ending May 31, 2015.

(3)
Of these shares, 3,602,672 were available forawards, stock options, SARs, restricted stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other units convertible into or exchangeable for Common Stockunits. As of December 31, 2016, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under ourthe 2003 IncentivePlan. 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 540,318the 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 19,825,428 shares. As of December 31, 2016, there were 6,791,618 shares available for issuance under our ESPP.

(4)
In February 2010, our Board of Directors approved an amendment to our Director Phantom the 2003 Plan.
Stock Plan to increase the number of shares of Common Stock that may be issued pursuant to the plan. In accordance with applicable NYSE listing rules, this share increase was not required to be approved by our stockholders because the shares of Common Stock issued under the plan are issued solely in payment of deferred compensation in accordance with the termsAwards:
The value of the plan.

(5)
These shares were available forstock awards was determined by the issuancemarket 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, 2016, 2015 and 2014:
 2016 2015 2014
 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 year1,612
 $62.01
 9,189
 $59.25
 19,001
 $56.77
Granted—
 —
 —
 —
 —
 —
Vested(1,612) 62.01
 (7,577) 58.67
 (9,812) 54.45
Balance at end of year—
 $—
 1,612
 $62.01
 9,189
 $59.25

Stock Units:
The stock units under our Director Phantom Stock Plan. See "Compensationrepresent the right to receive upon vesting one share of Non-Employee Directors"the Company's common stock for one stock unit. The value of the stock units was determined by the market price of the Company's common stock on pages 12-13the date of this Amendment for a descriptionthe grant. The following table summarizes the activity of our Director Phantom Stock Plan.non-vested stock units during the years ended December 31, 2016, 2015 and 2014:
 2016 2015 2014
 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 year132,086
 $74.58
 144,374
 $59.94
 137,318
 $57.24
Granted85,601
 79.22
 77,282
 86.53
 75,309
 60.50
Vested(69,259) 71.82
 (86,761) 61.29
 (68,253) 55.14
Forfeited—
 —
 (2,809) 86.72
 —
 —
Balance at end of year148,428
 $78.53
 132,086
 $74.58
 144,374
 $59.94



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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
18. Share and Unit-Based Plans: (Continued)

SARs:
The executives and key employees have up to Director Stock Ownership
10

 years from the grant date to exercise the SARs. Upon exercise, the executives and key employees 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.
In connection with the payment of the Special Dividend (See Note 12—Stockholders' Equity), the compensation committee approved an adjustment to all outstanding SARs. The exercise price and number of outstanding SARs were adjusted such that each SAR had the same fair value to the holder before and after giving effect to the payment of the special dividend. As a result, the 407,823 outstanding SARs on December 8, 2015 with a weighted-average price of $56.49 were adjusted to 417,783 outstanding SARs with a weighted average price of $55.13 and the 417,783 outstanding SARs on January 6, 2016 with a weighted-average price of $55.13 were adjusted to 427,968 outstanding SARs with a weighted average price of $53.85.
The following table sets forth certain stock ownership information with respect to eachsummarizes the activity of our directors based on information furnished by each director. The following information is as of March 20, 2015.

Name
 Director Class
(Term Expires)		 Amount and Nature of
Beneficial Ownership
of Common Stock
and OP Units(1)		 Percent of
Common
Stock(2)		 Amount and Nature of
Beneficial Ownership
of OP Units(1)(3)		 Percent of
Common
Stock(2)		 

Douglas D. Abbey

 Class I (2015) 6,636(4)(5)  *  —  * 

Dana K. Anderson

 Class I (2015) 1,452,625(6)  *  1,334,214(7) * 

Arthur M. Coppola(8)

 Class II (2016) 2,626,629(9)(10)  1.63% 2,327,478(11) 1.45%

Edward C. Coppola(8)

 Class III (2017) 1,844,897(12)(13)  1.15% 1,464,280(14) * 

Fred S. Hubbell

 Class II (2016) 81,177(15)(16)  *  —  * 

Diana M. Laing

 Class III (2017) 12,479(17)  *  —  * 

Stanley A. Moore

 Class I (2015) 58,589(18)  *  —  * 

Mason G. Ross

 Class II (2016) 8,317(19)  *  —  * 

Dr. William P. Sexton

 Class I (2015) 2,642(20)  *  —  * 

Steven L. Soboroff

 Class III (2017) 2,022(21)(22)  *  —  * 

Andrea M. Stephen

 Class II (2016) 5,692(23)  *  —  * 

John M. Sullivan

 Class III (2017) —  —  —  — 
SARs awards during the years ended December 31, 2016, 2015 and 2014:
*
The percentage of shares beneficially owned by this director does not exceed one percent of our outstanding shares of Common Stock.

(1)
Except as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment power over the shares of Common Stock and/or OP Units (as defined in Note 3 below) listed.

(2)
Assumes that all OP Units and LTIP Units (as defined in Note 3) held by the person are redeemed for shares of Common Stock (assuming, in the case of any LTIP Units, they have first been converted into OP Units) and that none of our OP Units or LTIP Units held by other persons are redeemed for or converted into shares of Common Stock.

(3)
Our Company is the sole general partner of, and owns an aggregate of approximately 94% of the ownership interests referred to as "OP Units" in, our Operating Partnership. Our Operating Partnership holds directly or indirectly substantially all of our interests in our regional shopping centers and our community/power shopping centers (the "Centers"). Our Company conducts all of its business through our Operating Partnership, the property partnerships, corporations and limited liability companies that own title to our Centers and various management companies. In connection with our formation as well as subsequent acquisitions of certain Centers, OP Units were issued to certain persons in connection with the transfer of their interests in such Centers. The OP Units are redeemable at the election of the holder and our Company may redeem them for cash or shares of Common Stock on a one-for-one basis (subject to anti-dilution provisions), at our election.

Our

 2016 2015 2014
 Units 
Weighted
Average
Exercise
Price
 Units 
Weighted
Average
Exercise
Price
 Units 
Weighted
Average
Exercise
Price
Balance at beginning of year417,783
 $55.13
 772,639
 $56.67
 1,070,991
 $56.66
Granted—
 —
 —
 —
 —
 —
Exercised(143,822) 53.73
 (364,807) 56.86
 (298,352) 56.63
Special dividend adjustment10,185
 53.88
 9,951
 55.13
 —
 —
Balance at end of year284,146
 $53.85
 417,783
 $55.13
 772,639
 $56.67
Long-Term Incentive Plan or "LTIP" allows forUnits:
Under the issuanceLong-Term Incentive Plan ("LTIP"), each award recipient is issued a form of limitedoperating partnership units ("LTIP Units") in the form of a class of units of our Operating Partnership referred to as "LTIP Units," as more fully described on pages 38-39 of this Amendment. LTIP Units may be performance-based, service-based, or fully-vested.Partnership. Upon the occurrence of specified events any vested LTIP Units can over time achieve full parity with the common OP Units of our Operating Partnership at which time LTIP Units are convertible,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-for-one basis intoone-unit for one-share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common OP Units.

(4)
Includes 2,000 sharesstock of Common Stock heldthe 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 charitable remainder unitrustgroup 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
18. Share and Unit-Based Plans: (Continued)

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 January 1, 2014, the Company granted 70,042 LTIP Units with a grant date fair value of $58.89 that vested in equal annual installments over a service period ending December 31, 2016. Concurrently, the Company granted 272,930 market-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 Mr. Abbey and his wife are trustees. Also includes 403 sharesif 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 non-transferrable restrictedTotal 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 to Mr. Abbey under our 2003 Incentive Planon 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.
On January 1, 2015, the Company granted 49,451 LTIP Units with a grant date fair value of $83.41 per LTIP Unit that will vest after May 19,in equal annual installments over a service period ending December 31, 2017. Concurrently, the Company granted 186,450 market-indexed LTIP Units ("2015 LTIP Units") at a grant date fair value of $66.37 per LTIP Unit that vested over a service period ending December 31, 2015. The 2015 LTIP Units were equally divided between two types of awards. The terms of both types of awards were the same, except one award has an additional 3% absolute Total Return requirement, which if it is not met, then such LTIP Units would not have vested. The grant date fair value of the 2015 LTIP Units assumed a risk free interest rate of 0.25% and an expected volatility of 16.81%. On January 7, 2016, the compensation committee determined that the 2015 LTIP Units had vested at a 130% 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, 2015 to December 31, 2015. In addition, the compensation committee determined that the applicable 3% absolute Total Return requirement was exceeded. As a result, an additional 55,934 fully-vested LTIP Units were granted on December 31, 2015.
On March 6, 2015, the Company granted 132,607 LTIP Units at a fair value of $86.72 per LTIP Unit that were fully vested on the grant date.
On January 1, 2016, the Company granted 58,786 LTIP Units with a grant date fair value of $80.69 per LTIP Unit that will vest in equal annual installments over a service period ending December 31, 2018. Concurrently, the Company granted 266,899 market-indexed LTIP Units ("2016 LTIP Units") at a grant date fair value of $53.32 per LTIP Unit that vest over a service period ending December 31, 2018. The fair value of the 2016 LTIP Units was estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk free interest rate of 1.32% and an expected volatility of 20.31%.
On March 4, 2016, the Company granted 154,686 LTIP Units at a fair value of $79.20 per LTIP Unit that were fully vested on the grant date.

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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, 2016, 2015 and 2014:
(5)
 2016 2015 2014
 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 year56,315
 $73.24
 46,695
 $58.89
 —
 $—
Granted480,371
 65.00
 424,442
 74.71
 725,908
 51.71
Vested(214,114) 77.45
 (414,822) 73.13
 (679,213) 51.22
Forfeited—
 —
 —
 —
 —
 —
Balance at end of year322,572
 $58.18
 56,315
 $73.24
 46,695
 $58.89

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.
In additionconnection with the payment of the Special Dividend (See Note 12—Stockholders' Equity), the compensation committee approved an adjustment to all outstanding stock options. The exercise price and number of outstanding stock options were adjusted such that each stock option had the same fair value to the securities disclosedholder before and after giving effect to the payment of the Special Dividend. As a result, the 10,068 outstanding stock options on December 8, 2015 with a weighted-average price of $59.57 were adjusted to 10,314 outstanding stock options with a weighted average price of $58.15 and the 10,314 outstanding stock options on January 6, 2016 with a weighted-average price of $58.15 were adjusted to 10,565 outstanding stock options with a weighted average price of $56.77.
The following table summarizes the activity of stock options for the years ended December 31, 2016, 2015 and 2014:
 2016 2015 2014
 Options 
Weighted
Average
Exercise
Price
 Options 
Weighted
Average
Exercise
Price
 Options 
Weighted
Average
Exercise
Price
Balance at beginning of year10,314
 $58.15
 10,068
 $59.57
 10,068
 $59.57
Granted—
 —
 —
 —
 —
 —
Exercised—
 —
 —
 —
 —
 —
Special dividend adjustment251
 56.77
 246
 58.15
 —
 —
Balance at end of year10,565
 $56.77
 10,314
 $58.15
 10,068
 $59.57


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Table of Contents
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
18. Share and Unit-Based Plans: (Continued)

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 above table, Mr. Abbey has 1,888 vestedform of additional stock units and 1,268based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that will vest after May 19, 2015may be granted under our 2003 Incentivethe Directors' Phantom Stock Plan and 9,234is 500,000. As of December 31, 2016, there were 178,515 stock units available for grant under the Directors' Phantom Stock Plan.
The following table summarizes the activity of the non-vested phantom stock units creditedfor the years ended December 31, 2016, 2015 and 2014:
 2016 2015 2014
 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—
 $—
 9,269
 $58.35
 17,575
 $58.66
Granted21,088
 80.21
 13,351
 78.72
 10,747
 65.54
Vested(15,243) 79.73
 (20,162) 72.17
 (19,053) 62.69
Forfeited—
 —
 (2,458) 55.62
 —
 —
Balance at end of year5,845
 $81.47
 —
 $—
 9,269
 $58.35

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 terms of our Eligible Directors' Deferred Compensation/Phantom Stock Plan referred to as our "Director Phantom Stock Plan," the vesting and terms of which are described under "Compensation of Non-Employee Directors" below. Stock units, including the stock units issued under our Director Phantom Stock Plan, are payable solely in shares of Common Stock, do not represent outstanding shares, do not have voting rights and are non-transferrable.

(6)
All shares of Common Stock are held in trust by Mr. Anderson as trustee of the family trust for the benefit of Mr. Anderson and his wife.

(7)
All OP Units are held in trust by Mr. Anderson as trustee of the family trust for the benefit of Mr. Anderson and his wife.

(8)
Arthur Coppola and Edward Coppola are brothers.

(9)
Includes 488 shares held by Mr. A. Coppola as custodian for his minor child and 1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager.

(10)
Includes 102,610 stock appreciation rights or "SARs" granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 34,594 vested LTIP Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. SARs are payable solely in shares of Common Stock, do not represent outstanding shares, do not have voting rights and are non-transferrable. Also includes 196,053 shares of Common Stock which are pledged as collateral for a line of credit. Excluding his pledged shares, Mr. A. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 217 times his salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and Analysis—Executive Summary—Specific Compensation and Corporate Governance Features—Anti-Pledging Policy" on page 23 of this Amendment. In addition to the securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.

(11)
Includes 1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager, 34,594 vested LTIP Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.

(12)
Includes 4,714 shares of Common Stock held for Mr. E. Coppola under our 401(k)/Profit Sharing Plan. Also includes 39,969 shares held by a family limited partnership of which Mr. E. Coppola has sole beneficial ownership, 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership and 5,053 shares held by Mr. E. Coppola as custodian for his children. All of the shares held by the family partnership are pledged as collateral for a line of credit.

(13)
Includes 72,907 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 27,675 vested LTIP Units, 24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. Also includes 257,748 shares of Common Stock which are pledged as collateral for a line of credit. Excluding his pledged shares, Mr. E. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 173 times his salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and Analysis—Executive Summary—Specific Compensation and Corporate Governance Features—Anti-Pledging Policy" on page 23 of this Amendment. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900 unvested performance-based LTIP Units.

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(14)
Includes 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership, 27,675 vested LTIP Units, 24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900 unvested performance-based LTIP Units.

(15)
Includes 970 shares held in trust by Mr. Hubbell as trustee and 10,511 shares held in trust for the benefit of Mr. Hubbell and his descendants. Also includes 17,344 shares held by a foundation of which Mr. Hubbell and his wife are trustees.

(16)
Includes 403 shares of non-transferrable restricted stock granted to Mr. Hubbell under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Hubbell has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 58,341 phantom stock units credited under the terms of our Director Phantom Stock Plan.

(17)
Includes 403 shares of non-transferrable restricted stock granted to Ms. Laing under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Ms. Laing has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 26,335 phantom stock units credited under the terms of our Director Phantom Stock Plan.

(18)
Includes 403 shares of non-transferrable restricted stock granted to Mr. Moore under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Moore has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 60,197 phantom stock units credited under the terms of our Director Phantom Stock Plan.

(19)
Includes 403 shares of non-transferrable restricted stock granted to Mr. Ross under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Ross has 945 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 7,814 phantom stock units credited under the terms of our Director Phantom Stock Plan.

(20)
Includes 403 shares of non-transferrable restricted stock granted to Dr. Sexton under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Dr. Sexton has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 57,656 phantom stock units credited under the terms of our Director Phantom Stock Plan.

(21)
Includes 2,000 shares of Common Stock held in a family trust of which Mr. Soboroff is the trustee.

(22)
In addition to the securities disclosed in the above table, Mr. Soboroff has 2,388 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan.

(23)
Includes 570 shares of non-transferable restricted stock granted to Ms. Stephen under our 2003 Incentive Plan that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Ms. Stephen has 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 4,365 phantom stock units credited under the terms of our Director Phantom Stock Plan.

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Executive Officer Stock Ownership

The following table sets forth, as of March 20, 2015, the number of shares of our Common Stock and OP Units beneficially owned by each of the executive officers named in the Summary Compensation Table on page 33 of this Amendment, whom we refer to as our "named executive officers."

Name
 Amount and Nature
of Beneficial
Ownership of
Common Stock and
OP Units(1)		 Percent of
Common
Stock(2)		 Amount and
Nature of
Beneficial
Ownership of
OP Units(1)		 Percent of
Common
Stock(2)

Arthur M. Coppola

  2,626,629(3)(4)  1.63% 2,327,478(5) 1.45%

Edward C. Coppola

  1,844,897(6)(7)  1.15% 1,464,280(8) *

Thomas E. O'Hern

  231,885(9)  *  167,880(10) *

Thomas J. Leanse

  108,499(11)  *  102,958(12) *

Robert D. Perlmutter

  102,502(13)  *  100,112(13) *

*
The percentage of shares beneficially owned by this executive officer does not exceed one percent of our outstanding shares of Common Stock.

(1)
Except as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment power over the shares of Common Stock and/or OP Units listed.

(2)
Assumes that all OP Units and LTIP Units held by the person are redeemed for shares of Common Stock (assuming, in the case of any LTIP Units, they have first been converted into OP Units) and that none of our OP Units or LTIP Units held by other persons are redeemed for or converted into shares of Common Stock.

(3)
Includes 488 shares held by Mr. A. Coppola as custodian for his minor child and 1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager.

(4)
Includes 102,610 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 34,594 vested LTIP Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. Also includes 196,053 shares of Common Stock which are pledged as collateral for a line of credit. Excluding his pledged shares, Mr. A. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 217 times his salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and Analysis—Executive Summary—Specific Compensation and Corporate Governance Features—Anti-Pledging Policy" on page 23 of this Amendment. In addition to the securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.

(5)
Includes 1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager, 34,594 vested LTIP Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.

(6)
Includes 4,714 shares of Common Stock held for Mr. E. Coppola under our 401(k)/Profit Sharing Plan. Also includes 39,969 shares held by a family limited partnership of which Mr. E. Coppola has sole beneficial ownership, 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership and 5,053 shares held by Mr. E. Coppola as custodian for his children. All of the shares held by the family partnership are pledged as collateral for a line of credit.

(7)
Includes 72,907 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 27,675 vested LTIP Units, 24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. Also includes 257,748 shares of Common Stock which are pledged as collateral for a line of credit. Excluding his pledged shares, Mr. E. Coppola beneficially owns

Table of Contents

    Macerich securities (including OP Units and certain LTIP Units) representing approximately 173 times his salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and Analysis—Executive Summary—Specific Compensation and Corporate Governance Features—Anti-Pledging Policy" on page 23 of this Amendment. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900 unvested performance-based LTIP Units.

(8)
Includes 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership, 27,675 vested LTIP Units, 24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900 unvested performance-based LTIP Units.

(9)
Includes 4,063 shares of Common Stock held for Mr. O'Hern under our 401(k)/Profit Sharing Plan and 135,268 OP Units. Also includes 4,147 shares held by Mr. O'Hern as custodian for his children, 1,378 shares Mr. O'Hern holds jointly with his son, 14,990 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. O'Hern has 14,124 unvested performance-based LTIP Units.

(10)
Includes 135,268 OP Units, 14,990 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. O'Hern has 14,124 unvested performance-based LTIP Units.

(11)
Includes 71,499 OP Units. Also, includes 5,034 shares subject to options granted to Mr. Leanse under our 2003 Incentive Plan that are currently exercisable or become exercisable on or before May 19, 2015, 13,837 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Leanse has 5,034 shares subject to options that become exercisable after May 19, 2015 and 14,124 unvested performance-based LTIP Units.

(12)
Includes 71,499 OP Units, 13,837 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Leanse has 14,124 unvested performance-based LTIP Units.

(13)
Includes 72,178 OP Units held in trust by Mr. Perlmutter as trustee, 13,837 vested LTIP Units, 8,270 vested performance-based LTIP Units and 5,827 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Perlmutter has 11,300 unvested performance-based LTIP Units.

Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of March 20, 2015 with respect to the only persons known by our Company to own beneficially more than 5% of our outstanding shares of Common Stock, based solely upon Schedule 13G and Schedule 13D reports filed with the SEC, and the number of shares of Common Stock and OP units beneficially owned by our directors and executive officers as a group. Each of the persons listed below, which has reported that it may be considered a beneficial owner of more than 5% of our outstanding shares of Common Stock, has certified in a Schedule 13G filed with the SEC that, to the best of its knowledge and belief, the shares were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of our Company and were not acquired in connection with or as a participant in any transaction having such purpose or effect.ESPP. The number of shares of Common Stockavailable for future purchase under the plan at December 31, 2016 was 489,138.

Compensation:
The following summarizes the compensation cost under the share and OP Units beneficially owned by each director is set forth in "Director Stock Ownership"unit-based plans for the years ended December 31, 2016, 2015 and the number of shares of Common Stock and OP Units beneficially owned by each named executive officer is set forth in "Executive Officer Stock Ownership."

2014:

Name and Address of Beneficial Owner
 Amount and Nature of
Beneficial Ownership		 Percent of
Class		 

The Vanguard Group, Inc.(1)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

  21,448,211  13.55%

Ontario Teachers' Pension Plan Board(2)
5650 Yonge Street, 3rd Floor
Toronto, Ontario M2M 4H5, Canada

  17,168,527  10.85%

BlackRock, Inc.(3)
55 East 52nd Street
New York, New York 10022

  13,211,177  8.35%

Cohen & Steers, Inc.(4)
280 Park Avenue, 10th Floor
New York, New York 10017

  10,210,686  6.45%

All directors and executive officers as a group (17 persons)(5)

  6,720,645  4.10%

(1)
The Schedule 13G/A indicates that the reporting entity is a registered investment advisor and has sole voting power with respect to 458,876 shares, shared voting power with respect to 118,033 shares, sole dispositive power with respect to 21,086,144 shares and shared dispositive power with respect to 362,067 shares. The Schedule 13G/A indicates that Vanguard Fiduciary Trust Company is the beneficial owner of 191,629 shares as the result of serving as investment manager of collective trust accounts and Vanguard Investments Australia, Ltd. is the beneficial owner of 437,685 shares as a result of serving as investment manager of Australian investment offerings, and each entity is a wholly-owned subsidiary of the reporting entity. In addition, the number of shares reported as beneficially owned by The Vanguard Group, Inc. includes the 10,445,241 shares separately reported as beneficially owned by Vanguard Specialized Funds—Vanguard REIT Index Fund on a Schedule 13G/A.

(2)
The Schedule 13D indicates that the reporting entity is a pension plan and has sole voting power with respect to 27,682 shares, shared voting power with respect to 17,140,845 shares, sole dispositive power with respect to 27,682 shares and shared dispositive power with respect to 17,140,845 shares. The Schedule 13D indicates that 1700480 Ontario Inc., a wholly-owned subsidiary of the reporting entity, is the beneficial owner of 17,140,845 shares. The address for 1700480 Ontario Inc. is 20 Queen Street West, 5th Floor, Toronto, Ontario M5H 3R4, Canada.

(3)
The Schedule 13G/A indicates that the reporting entity is a parent holding company and has sole voting power with respect to 12,002,140 shares and sole dispositive power with respect to 13,211,177 shares, reporting on behalf of the following subsidiaries: BlackRock Advisors, LLC, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited,
 2016 2015 2014
Stock awards$20
 $252
 $365
Stock units6,305
 6,041
 4,689
LTIP units32,957
 26,622
 28,598
Stock options16
 16
 16
Phantom stock units1,231
 1,444
 1,205
 $40,529
 $34,375
 $34,873


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    BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Ltd., BlackRock Life Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Asset Management Ireland Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock International Limited, BlackRock Institutional Trust Company, N.A., BlackRock Japan Co. Ltd.THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
18. Share and BlackRock Investment Management (UK) Ltd.

(4)
Unit-Based Plans: (Continued)

The Schedule 13G indicatesCompany capitalized share and unit-based compensation costs of $7,241, $6,008 and $5,410 for the years ended December 31, 2016, 2015 and 2014, respectively.
The fair value of the stock awards and stock units that vested during the reporting entity, Cohen & Steers, Inc.years ended December 31, 2016,2015 and 2014 was $5,644, $8,794 and $4,685, respectively. Unrecognized compensation costs of share and unit-based plans at December 31, 2016 consisted of $2,397 from LTIP Units, $4,380 from stock units, $11 from stock options and $476 from phantom stock units.
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 parent holding company and a registered investment advisor filing on behalfdefined contribution retirement plan covering eligible employees of the following subsidiaries which are also registeredMacerich 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 advisors: Cohen & Steers Capital Management, Inc., which is reported asalternative under the beneficial ownerPlan. A total of 10,128,292150,000 shares with sole voting power with respect to 4,855,525 shares and sole dispositive power with respect to 10,128,292 shares, and Cohen & Steers UK Ltd., which is reported asof common stock were reserved for issuance under the beneficial owner of 82,394 shares with sole voting power with respect to 41,168 shares and sole dispositive power with respect to 82,394 shares. Cohen & Steers, Inc. is reported as having sole voting power with respect to 4,896,693 shares and sole dispositive power with respect to 10,210,686 shares. The address for Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is 280 Park Avenue, 10th Floor, New York, New York 10017 and the address for Cohen & Steers UK Ltd. is 21 Sackville Street, 4th Floor, London, United Kingdom W1S 3DN.

(5)
Includes options to purchase shares and SARs under our 2003 Incentive Plan, which are currently exercisable or become exercisable before May 19, 2015, restricted stock grantedwas subsequently increased by an additional 500,000 shares in February 2013. On January 1, 2004, the Plan adopted the "Safe Harbor" provision under our 2003 Incentive PlanSections 401(k)(12) and certain LTIP Units.401(m)(11) of the Code. In addition, 493,770 sharesaccordance with adopting these provisions, the Company makes matching contributions equal to 100 percent of Common Stock are pledged as collateral for certain linesthe first three percent of credit forcompensation deferred by a participant and 50 percent of the next two executive officers. The aggregate pledged sharespercent of compensation deferred by a participant. During the years ended December 31, 2016, 2015 and 2014, these two executives represents 0.31% of our outstanding Common Stock as of March 20, 2015. See "Compensation Discussionmatching contributions made by the Company were $3,384, $3,299 and Analysis—Executive Summary—Specific Compensation$3,253, respectively. Contributions and Corporate Governance Features—Anti-Pledging Policy" on page 23 of this Amendment. See also the Notesmatching contributions to the tables on pages 51-53Plan 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 executives and pages 54-55key employees of this Amendment.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 $1,032, $933 and $845 to the plans during the years ended December 31, 2016, 2015 and 2014, respectively. Contributions are recognized as compensation in the periods they are made.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)

20Item 13.. Certain RelationshipsIncome Taxes:
For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and Related Party Transactions, and Director Independence

Related Party Transaction Policies and Procedures

return of capital or a combination thereof. The Audit Committee administers our written Related Party Transaction Policies and Procedures. These policies are designed to assist withfollowing table details the proper identification, review and disclosure of related party transactions and apply generally to any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which our Company or an affiliate is a participant, the amount involved exceeds $120,000 and a related party has a direct or indirect material interest. A related party generally includes any person who is, or was in the last fiscal year, a director, director nominee, executive officer, stockholder of more than 5% of our Common Stock, an immediate family member of anycomponents of the foregoing, or an entity in which one of the foregoing serves as an executive officer, general partner, principal or hasdistributions, on a 10% or greater beneficial interest to the extent such information is provided to our Company or is otherwise publicly available. Under the policies and procedures, transactions that fall within this definition will be reported to our Chief Legal Officer or Chief Financial Officer and referred to the Audit Committeeper share basis, for approval, ratification or other action. In determining whether to approve or ratify a transaction, the Audit Committee will consider all of the relevant facts and circumstances, including the related party's interest, the amount involved in the transaction, and whether the transaction has terms no less favorable than those generally available from an unrelated third party. The Audit Committee will approve or ratify such transaction if it determines, in good faith, that under all of the circumstances the transaction is fair to our Company. In addition, any related party transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature will be reviewed by the Audit Committee annually to ensure that such transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and remains appropriate.

Certain Transactions

The following provides a description of certain relationships and related transactions between our executive officers or members of their immediate families and our Company or our subsidiaries and affiliates. All of these relationships and related transactions were approved or ratified by the Audit Committee in accordance with our Related Party Transaction Policies and Procedures.

Macerich Management Company employs Mr. A. Coppola's son-in-law, Mr. Anderson's son and Mr. Brant's son as a Vice President of Development Leasing, a Vice President of Leasing and a Leasing Manager, respectively. None of these individuals are considered an officer under Section 16 of the Exchange Act. The total compensation and benefits paid to each of Mr. A. Coppola's son-in-law, Mr. Anderson's son and Mr. Brant's son for 2014 did not exceed $440,000.


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Director Independence

    •
    Eight of our twelve directors are independent under the rules of the NYSE.

    •
    All of the members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent.

For a director to be considered independent, our Board must determine that the director does not have any material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Our Board has established Director Independence Standards to assist it in determining director independence. The Director Independence Standards establish exclusionary standards that conform to the independence requirements of the rules of the NYSE and categorical standards that identify permissible immaterial relationships between our directors and our Company. These Director Independence Standards are included in our Guidelines on Corporate Governance which are available atwww.macerich.com under "Investing—Corporate Governance." Our Board has determined that the following eight current non-employee directors do not have any material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company) and each is an independent director under our Director Independence Standards: Messrs. Abbey, Hubbell, Moore, Ross and Soboroff, Mses. Laing and Stephen and Dr. Sexton. Messrs. A. Coppola, Anderson, E. Coppola and Sullivan are not independent directors under our Director Independence Standards.

Item 14.   Principal Accountant Fees and Services

Principal Accountant Fees and Services

For the years ended December 31, 2016, 2015 and 2014 are as follows:

 2016 (1) 2015 (1) 2014
Ordinary income$0.94
 20.8% $1.20
 24.8% $1.92
 76.5%
Capital gains3.60
 79.2% 3.64
 75.2% 0.16
 6.4%
Unrecaptured Section 1250 gain—
 —% —
 —% 0.05
 2.0%
Return of capital—
 —% —
 —% 0.38
 15.1%
Dividends paid$4.54
 100.0% $4.84
 100.0% $2.51
 100.0%


(1)During the year ended December 31, 2015, the Company paid cash dividends of $4.63 per common share. In addition, the Company declared a $2.00 special cash dividend to shareholders of record as of November 12, 2015 which was paid on January 6, 2016 (See Note 12—Stockholders' Equity). Pursuant to relevant U.S. tax rules, $0.21 per common share of this dividend is treated as having been paid by the Company on December 31, 2015, and received by each shareholder of record as of November 12, 2015 on December 31, 2015. The balance of the special cash dividend has been included in the amount of dividends paid for the year ended December 31, 2016.
The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and 2013, our Company was billedfuture years, were made pursuant to Section 856(l) of the Code.
The income tax provision of the TRSs for the years ended December 31, 2016, 2015 and 2014 are as follows:
 2016 2015 2014
Current$(176) $—
 $—
Deferred(546) 3,223
 4,269
Income tax (expense) benefit$(722) $3,223
 $4,269

The income tax provision of the TRSs for the years ended December 31, 2016, 2015 and 2014 are reconciled to the amount computed by KPMG LLP for servicesapplying the Federal Corporate tax rate as follows:
 2016 2015 2014
Book loss for TRSs$5,254
 $10,681
 $10,785
Tax at statutory rate on earnings from continuing operations before income taxes$1,786
 $3,632
 $3,667
Other(2,508) (409) 602
Income tax (expense) benefit$(722) $3,223
 $4,269

The net operating loss carryforwards are currently scheduled to expire through 2035, beginning in 2024. Net deferred tax assets of $38,301 and $38,847 were included in deferred charges and other assets, net at December 31, 2016 and 2015, respectively.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
20. Income Taxes: (Continued)

The tax effects of temporary differences and carryforwards of the TRSs included in the following categories:

net deferred tax assets at Audit Fees.December 31, 2016 Fees for audit services totaled $3,617,000 in 2014 and $3,394,000 in 2013, including fees associated with the annual audit of our Company and its subsidiaries and affiliates, audit of internal control over financial reporting, the performance of interim reviews of our quarterly unaudited financial information and review of our registration statement and offering documents. For 2014, fees for audit services included $325,000 of fees related to the acquisition of interests in five of our top super regional centers held by Ontario Teachers' Pension Plan Board.

Audit-Related Fees.2015 No fees for audit-related services were paid to KPMG LLP in 2014 or 2013.are summarized as follows:

 2016 2015
Net operating loss carryforwards$22,335
 $25,340
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs12,720
 10,600
Other3,246
 2,907
Net deferred tax assets$38,301
 $38,847
Tax Fees.For the years ended December 31, 2016, 2015 No fees for tax services were paid to KPMG LLP in and 2014 or 2013.

All Other Fees. Therethere were no fees paidunrecognized tax benefits.

The tax years 2012 through 2016 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.
21. Quarterly Financial Data (Unaudited):
The following is a summary of quarterly results of operations for any other services not described abovethe years ended December 31, 2016 and 2015:
 2016 Quarter Ended 2015 Quarter Ended
 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31
Revenues$272,000
 $253,367
 $259,904
 $256,000
 $320,758
 $326,262
 $322,794
 $318,335
Net income attributable to the Company(1)$37,128
 $13,730
 $45,222
 $420,915
 $414,959
 $33,597
 $14,395
 $24,611
Net income attributable to common stockholders per share-basic$0.26
 $0.09
 $0.31
 $2.77
 $2.65
 $0.21
 $0.09
 $0.15
Net income attributable to common stockholders per share-diluted$0.26
 $0.09
 $0.31
 $2.76
 $2.65
 $0.21
 $0.09
 $0.15
_____________________
(1)
Net income attributable to the Company for the quarter ended March 31, 2016 includes the gain on sale of assets of $101,629 from the Arrowhead Towne Center transaction (See Note 4—Investments in Unconsolidated Joint Ventures) and $340,734 from the MAC Heitman Portfolio transaction (See Note 4—Investments in Unconsolidated Joint Ventures). Net income attributable to the Company for the quarter ended December 31, 2015 includes the gain on sale of assets of $311,194 from the sale of the PPR Portfolio transaction (See Note 4—Investments in Unconsolidated Joint Ventures) and $73,726 from the sale of Panorama Mall (See Note 14—Dispositions).

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in 2014 or 2013.thousands, except per share amounts)

22

Our. Subsequent Events:

On January 18, 2017, the Company has been advised by KPMG LLPsold Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington; and Northgate Mall, a 750,000 square foot regional shopping center in San Rafael, California, in a combined transaction for $170,000. The proceeds were used to payoff the mortgage note payable on Northgate Mall, pay down the Company's line of credit and for general corporate purposes.
On February 1, 2017, the Company's joint venture in West Acres replaced the existing loan on the property with a new $80,000 loan that neither the firm, nor any memberbears interest at an effective rate of 4.61% and matures on March 1, 2032. The Company used its share of the firm,excess proceeds to pay down its line of credit and for general corporate purposes.
On February 2, 2017, the Company's joint venture in Kierland Commons entered into a loan commitment with a lender to replace the existing loan on the property with a new $225,000 loan that will bear interest at a fixed rate of 3.95% for ten-years. The new loan is expected to close in March 2017. The Company expects to use its share of the excess proceeds to pay down its line of credit and for general corporate purposes.
On February 9, 2017, the Company announced a dividend/distribution of $0.71 per share for common stockholders and OP Unit holders of record on February 21, 2017. All dividends/distributions will be paid 100% in cash on March 3, 2017.
On February 13, 2017, the Company announced that the Board of Directors has any financial interest, directauthorized the repurchase of up to $500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or indirect,derivative transactions, including ASR transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1 of the Securities Act of 1934, from time to time as permitted by securities laws and other legal requirements.




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THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2016
(Dollars in any capacitythousands)


 Initial Cost to Company   Gross Amount at Which Carried at Close of Period    
Shopping Centers/EntitiesLand 
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
Cascade Mall$19,253
 $9,671
 $—
 $(8,495) $12,728
 $7,616
 $85
 $—
 $20,429
 $1,250
 $19,179
Chandler Fashion Center24,188
 223,143
 —
 17,987
 24,188
 235,804
 5,326
 —
 265,318
 98,095
 167,223
Danbury Fair Mall130,367
 316,951
 —
 105,275
 142,751
 402,975
 6,682
 185
 552,593
 130,195
 422,398
Desert Sky Mall9,447
 37,245
 12
 4,364
 9,082
 40,869
 1,117
 —
 51,068
 8,534
 42,534
Eastland Mall22,050
 151,605
 —
 9,944
 22,066
 160,374
 1,041
 118
 183,599
 23,376
 160,223
Estrella Falls10,550
 —
 —
 69,998
 10,747
 13,874
 —
 55,927
 80,548
 231
 80,317
Fashion Outlets of Chicago—
 —
 —
 259,054
 40,575
 215,298
 3,020
 161
 259,054
 34,610
 224,444
Fashion Outlets of Niagara Falls USA18,581
 210,139
 —
 111,293
 22,963
 314,797
 2,218
 35
 340,013
 50,599
 289,414
The Marketplace at Flagstaff—
 —
 —
 45,887
 —
 45,885
 2
 —
 45,887
 20,613
 25,274
Freehold Raceway Mall164,986
 362,841
 —
 107,159
 168,098
 460,606
 6,281
 1
 634,986
 164,369
 470,617
Fresno Fashion Fair17,966
 72,194
 —
 40,263
 17,966
 109,817
 2,393
 247
 130,423
 49,038
 81,385
Green Acres Mall156,640
 321,034
 —
 161,617
 176,464
 442,960
 7,850
 12,017
 639,291
 57,449
 581,842
Inland Center8,321
 83,550
 —
 22,217
 8,280
 100,189
 23
 5,596
 114,088
 7,298
 106,790
Kings Plaza Shopping Center209,041
 485,548
 20,000
 83,783
 198,066
 451,167
 26,936
 122,203
 798,372
 57,537
 740,835
La Cumbre Plaza18,122
 21,492
 —
 24,017
 17,280
 45,691
 361
 299
 63,631
 22,331
 41,300
Macerich Management Co.1,150
 10,475
 26,562
 42,629
 3,878
 11,856
 64,612
 470
 80,816
 54,147
 26,669
MACWH, LP—
 25,771
 —
 17,807
 11,557
 27,455
 —
 4,566
 43,578
 8,411
 35,167
Northgate Mall8,400
 34,865
 841
 104,911
 13,414
 132,373
 3,095
 135
 149,017
 72,362
 76,655
NorthPark Mall7,746
 74,661
 —
 9,852
 7,885
 83,894
 480
 —
 92,259
 14,256
 78,003
Oaks, The32,300
 117,156
 —
 260,689
 56,387
 350,481
 3,031
 246
 410,145
 125,906
 284,239
Pacific View8,697
 8,696
 —
 129,548
 7,854
 136,674
 2,332
 81
 146,941
 63,783
 83,158
Paradise Valley Mall33,445
 128,485
 —
 35,982
 39,382
 155,283
 2,416
 831
 197,912
 69,249
 128,663
Promenade at Casa Grande15,089
 —
 —
 61,137
 5,382
 70,779
 65
 —
 76,226
 38,130
 38,096
Queens Center251,474
 1,039,922
 —
 17,307
 256,786
 1,049,545
 2,063
 309
 1,308,703
 58,875
 1,249,828
Santa Monica Place26,400
 105,600
 —
 326,644
 48,374
 401,826
 7,903
 541
 458,644
 100,790
 357,854
SanTan Adjacent Land29,414
 —
 —
 7,498
 30,506
 —
 —
 6,406
 36,912
 —
 36,912
SanTan Village Regional Center7,827
 —
 —
 197,498
 6,344
 197,552
 1,402
 27
 205,325
 82,599
 122,726
SouthPark Mall7,035
 38,215
 —
 24,628
 7,479
 61,668
 408
 323
 69,878
 9,371
 60,507
Southridge Center6,764
 —
 —
 20,674
 6,422
 20,721
 130
 165
 27,438
 3,937
 23,501
Stonewood Center4,948
 302,527
 —
 6,344
 4,935
 308,712
 64
 108
 313,819
 19,891
 293,928
Superstition Springs Center10,928
 112,718
 —
 7,214
 10,928
 119,566
 366
 —
 130,860
 11,623
 119,237
See accompanying report of independent registered public accounting firm.

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THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation (Continued)
December 31, 2016
(Dollars in our Company or its subsidiaries.

Audit Committee Pre-Approval Policythousands)


Consistent with the SEC rules regarding independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work


 Initial Cost to Company   Gross Amount at Which Carried at Close of Period    
Shopping Centers/EntitiesLand 
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
Superstition Springs Power Center1,618
 4,420
 —
 290
 1,618
 4,627
 83
 —
 6,328
 1,739
 4,589
Tangerine (Marana), The Shops at36,158
 —
 —
 (8,852) 16,922
 —
 —
 10,384
 27,306
 —
 27,306
The Macerich Partnership, L.P.—
 2,534
 —
 26,237
 —
 5
 10,823
 17,943
 28,771
 2,126
 26,645
Towne Mall6,652
 31,184
 —
 4,587
 6,877
 35,011
 506
 29
 42,423
 13,960
 28,463
Tucson La Encantada12,800
 19,699
 —
 55,372
 12,800
 74,492
 558
 21
 87,871
 40,241
 47,630
Valley Mall16,045
 26,098
 —
 12,048
 15,616
 37,359
 364
 852
 54,191
 6,203
 47,988
Valley River Center24,854
 147,715
 —
 22,820
 24,854
 168,547
 1,969
 19
 195,389
 54,723
 140,666
Victor Valley, Mall of15,700
 75,230
 —
 52,659
 20,080
 121,458
 2,051
 —
 143,589
 44,179
 99,410
Vintage Faire Mall14,902
 60,532
 —
 57,668
 17,647
 113,955
 1,435
 65
 133,102
 66,308
 66,794
Westside Pavilion34,100
 136,819
 —
 72,966
 34,100
 201,441
 5,827
 2,517
 243,885
 100,870
 143,015
Wilton Mall19,743
 67,855
 —
 26,198
 19,810
 92,834
 1,152
 —
 113,796
 32,064
 81,732
500 North Michigan Avenue12,851
 55,358
 —
 9,313
 10,991
 51,370
 205
 14,956
 77,522
 9,699
 67,823
Other freestanding stores5,926
 43,180
 —
 10,153
 5,926
 52,972
 361
 —
 59,259
 19,177
 40,082
Other land and development properties33,795
 —
 —
 34,211
 31,582
 4,241
 —
 32,183
 68,006
 1,757
 66,249
 $1,496,273
 $4,965,128
 $47,415
 $2,700,395
 $1,607,590
 $7,134,619
 $177,036
 $289,966
 $9,209,211
 $1,851,901
 $7,357,310
See accompanying report of our independent registered public accounting firm. In recognition

Table of this responsibility,Contents
THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation (Continued)
December 31, 2016
(Dollars in thousands)


Depreciation of the Audit Committee has established a policy to pre-approve all auditCompany's investment in buildings and permissible non-audit services provided by ourimprovements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the asset as follows:

Buildings and improvements5 - 40 years
Tenant improvements5 - 7 years
Equipment and furnishings5 - 7 years

The changes in total real estate assets for the three years ended December 31, 2016 are as follows:

 2016 2015 2014
Balances, beginning of year$10,689,656
 $12,777,882
 $9,181,338
Additions254,604
 392,575
 4,042,409
Dispositions and retirements(1,735,049) (2,480,801) (445,865)
Balances, end of year$9,209,211
 $10,689,656
 $12,777,882

   The aggregate gross cost of the property included in the table above for federal income tax purposes was $6,079,675 (unaudited) at December 31, 2016.

The changes in accumulated depreciation for the three years ended December 31, 2016 are as follows:

 2016 2015 2014
Balances, beginning of year$1,892,744
 $1,709,992
 $1,559,572
Additions277,270
 354,977
 289,178
Dispositions and retirements(318,113) (172,225) (138,758)
Balances, end of year$1,851,901
 $1,892,744
 $1,709,992


See accompanying report of independent registered public accounting firm. The Audit Committee approves a list of services and related fees expected to be rendered during any fiscal-year period within each of four categories of service:

    Audit Services include audit work performed on the financial statements, including audit of the effectiveness of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as well as work that generally only our independent registered public accounting firm can reasonably be expected to provide, including work associated with registration statements under the Securities Act of 1933, as


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    amended, periodic reports and other SEC documents, statutory or other financial audit work for subsidiaries and consultations surrounding the proper application of financial accounting and/or reporting standards.

    Audit-Related Services include assurance and related services that are reasonably related to performance of an audit or traditionally performed by our independent registered public accounting firm, including due diligence or agreed-upon procedures related to mergers, acquisitions, dispositions or refinancings, special procedures required to meet certain financial, accounting or regulatory requirements and accounting, regulatory or disclosure consultations.

    Tax Services include tax return preparation, tax planning and related tax services, tax advice, tax compliance, tax reporting, year-end estimated taxable income and distribution projections and tax due diligence for REIT compliance and other tax issues.

    Other Services include those permissible non-audit services that do not fall within the above categories and are routine and recurring services that would not impair the independence of our accountants.

The Audit Committee pre-approves our independent registered public accounting firm's services within each category. In 2014, the Audit Committee pre-approved the retention of KPMG LLP to perform various audit and audit-related services for our Company as described above. For each proposed service, our independent registered public accounting firm is generally required to provide documentation at the time of approval to permit the Audit Committee to make a determination whether the provision of such services would impair our independent registered public accounting firm's independence. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.


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PART IV

Item 15.   Exhibits, Financial Statement Schedules

    (a)
    The following documents are filed as part of this report:

3.
Exhibits:

The exhibits listed on the Exhibit Index of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.

SIGNATURES

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this Amendmentreport to be signed on its behalf by the undersigned, thereunto duly authorized.

authorized, on February 24, 2017.


THE MACERICH COMPANY
/s/ ARTHUR M. COPPOLA
By
Arthur M. Coppola
Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature THE MACERICH COMPANYCapacityDate

/s/ ARTHUR M. COPPOLA
 
By:Chairman and Chief Executive Officer and Director
 
THOMAS E. O'HERNFebruary 24, 2017

April 30, 2015Arthur M. Coppola
 		(Principal Executive Officer)
/s/ EDWARD C. COPPOLA
President and Director

February 24, 2017
Edward C. Coppola
/s/ JOHN H. ALSCHULER
Director

February 24, 2017
John H. Alschuler
/s/ STEVEN R. HASH
Director

February 24, 2017
Steven R. Hash
/s/ FREDERICK S. HUBBELL
Director

February 24, 2017
Frederick S. Hubbell
/s/ DIANA M. LAING
Director

February 24, 2017
Diana M. Laing
/s/ MASON G. ROSSDirectorFebruary 24, 2017
Mason G. Ross
/s/ STEVEN L. SOBOROFFDirectorFebruary 24, 2017
Steven L. Soboroff
/s/ ANDREA M. STEPHENDirectorFebruary 24, 2017
Andrea M. Stephen
/s/ JOHN M. SULLIVANDirectorFebruary 24, 2017
John M. Sullivan
/s/ THOMAS E. O'HERN
Senior Executive Vice President,
Treasurer and Chief Financial and Accounting Officer (Principal Financial and TreasurerAccounting Officer)		February 24, 2017
Thomas E. O'Hern

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EXHIBIT INDEX

The following exhibits are included in this Amendment (and are numbered in accordance with Item 601 of Regulations S-K). Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

Exhibit NumberDescription
2.1
Number		DescriptionMaster Agreement, dated November 14, 2014, by and among Pacific Premier Retail LLC, 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).
 31.3*
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).
3.1.9
Articles Supplementary (election to be subject to Section 3-803 of the Maryland General Corporation Law) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 17, 2015).
3.1.10
Articles Supplementary (designation of Series E Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 18, 2015).
3.1.11
Articles Supplementary (reclassification of Series E Preferred Stock to preferred stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 7, 2015).
3.1.12
Articles Supplementary (repeal of election to be subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 28, 2015).
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 April 21, 2016).

Exhibit NumberDescription
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)).
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).

Exhibit NumberDescription
10.2
*Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
10.2.1
*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).
10.2.2
*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).
10.2.3
*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).
10.3
*Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
10.3.1
*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).
10.3.2
*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).
10.3.3
*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).
10.4
*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).
10.5
*Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January 1, 2016).
10.6
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).
10.7
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).
10.8
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).
10.9
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).
10.1
Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).

Exhibit NumberDescription
10.11
Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.12
Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.13
Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.14
List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
10.15
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).
10.16
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).
10.17
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).
10.17.1
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).
10.18
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).
10.19
Second Amended and Restated Credit Agreement, dated as of July 6, 2016, by and among the Company, The Macerich Partnership, L.P., Deutsche Bank AG New York Branch, as administrative agent; Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Goldman Sachs Bank USA and U.S.Bank National Association, as joint lead arrangers and joint bookrunning managers; JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Goldman Sachs Bank USA and U.S.Bank National Association, N.A. as co-syndication agents, PNC Bank, National Association, as documentation agent, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 6, 2016).
10.20
Guaranty, dated as of July 6, 2016, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 6, 2016).
10.21
Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
10.22
*2003 Equity Incentive Plan, as amended and restated as of May 26, 2016 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 26, 2016).
10.22.1
*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).
10.22.2
*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).

Exhibit NumberDescription
10.22.3
*Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2014 Form 10-K).
10.22.4
*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).
10.22.5
*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).
10.22.6
*Form of Restricted Stock Award Agreement for Non-Management Directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.22.7
*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 2015 Form 10-K).
10.22.8
*Form of Stock Appreciation Right under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
10.22.9
*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, 2016).
10.22.10
*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, 2016).
10.22.11
*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).
10.23
*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).
10.24.1
*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).
10.25
*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).
10.26
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).
10.27
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).
21.1
List of Subsidiaries
23.1
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
31.1
 Section 302 Certification of Arthur M. Coppola, Chief Executive Officer.Officer


Exhibit NumberDescription
31.2
31.4*
 
Section 302 Certification of Thomas E. O'Hern, Chief Financial Officer.Officer

 
99.1*

Funds From Operations and Adjusted Funds From Operations

32.1
99.2*		**Section 906 Certifications of Arthur Coppola and Thomas O'Hern
101.INS
XBRL Instance Document
101.SCH
Peer REITs		XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

*
Filed Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.
** Furnished herewith.


121