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MARYLAND
(State or other jurisdiction of
incorporation or organization)
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95-4448705
(I.R.S. Employer
Identification Number)
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401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive office, including zip code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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•
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expectations regarding the Company's growth;
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•
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the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance of its retailers;
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•
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the Company's acquisition, disposition and other strategies;
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•
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regulatory matters pertaining to compliance with governmental regulations;
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•
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the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
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•
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the Company's expectations regarding income tax benefits;
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•
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the Company's expectations regarding its financial condition or results of operations; and
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•
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the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
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Tenant
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Primary DBAs
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Number of
Locations
in the
Portfolio
|
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% of Total
Rents
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||
L Brands, Inc.
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Victoria's Secret, Bath and Body Works, PINK
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98
|
|
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2.8
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%
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Forever 21, Inc.
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Forever 21, XXI Forever, Love21
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35
|
|
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2.5
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%
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The Gap, Inc.
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Athleta, Banana Republic, Gap, Gap Kids, Old Navy and others
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60
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|
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2.1
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%
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Foot Locker, Inc.
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Champs Sports, Foot Locker, Kids Foot Locker, Lady Foot Locker, Foot Action, House of Hoops and others
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99
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|
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2.0
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%
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Sears Holdings Corporation
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Sears
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26
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1.8
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%
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Signet Jewelers Limited
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Kay Jewelers, Zales, Piercing Pagoda and others
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106
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|
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1.7
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%
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American Eagle Outfitters, Inc.
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American Eagle Outfitters, aerie
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37
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1.2
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%
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Ascena Retail Group, Inc.
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Ann Taylor, Loft, Lou & Grey, Lane Bryant, Justice, Dress Barn and others
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83
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1.2
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%
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Express, Inc.
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Express, Express / Express Men
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30
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1.1
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%
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Dick's Sporting Goods, Inc.
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Dick's Sporting Goods, Chelsea Collective
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14
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1.1
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%
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For the Years Ended December 31,
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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)
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||||||
Consolidated Centers:
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||||||
2015
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$
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52.64
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$
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53.99
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$
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49.02
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2014
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$
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49.68
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$
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49.55
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$
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41.20
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2013
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$
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44.51
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$
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45.06
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$
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40.00
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2012
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$
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40.98
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$
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44.01
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$
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38.00
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2011
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$
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38.80
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$
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38.35
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$
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35.84
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Unconsolidated Joint Venture Centers (at the Company's pro rata share):
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||||||
2015
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$
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60.74
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$
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80.18
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$
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60.85
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2014
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$
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63.78
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$
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82.47
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$
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64.59
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2013
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$
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62.47
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|
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$
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63.44
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$
|
48.43
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2012
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$
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55.64
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$
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55.72
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|
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$
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48.74
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2011
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$
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53.72
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$
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50.00
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|
$
|
38.98
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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:
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||||||||
2015
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$
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12.72
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$
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19.87
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|
19
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|
$
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8.96
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|
|
14
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2014
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$
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11.26
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|
$
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18.28
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22
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$
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15.16
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|
|
14
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2013
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$
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10.94
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$
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14.61
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29
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|
$
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14.08
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21
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2012
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$
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9.34
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|
$
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15.54
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21
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$
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8.85
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22
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2011
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$
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8.42
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$
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10.87
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21
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$
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6.71
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14
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|
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
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||||||||
2015
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$
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14.48
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|
$
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33.00
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|
14
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|
$
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9.30
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|
8
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2014
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$
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18.51
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$
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33.62
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11
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$
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27.27
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6
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2013
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$
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13.36
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$
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37.45
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22
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|
$
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24.58
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|
10
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|
2012
|
$
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12.52
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|
$
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23.25
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|
21
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|
$
|
8.88
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|
|
10
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|
2011
|
$
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12.50
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$
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21.43
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15
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$
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14.19
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7
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(1)
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Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
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(2)
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Centers under development and redevelopment are excluded from average base rents. As a result, the leases for Broadway Plaza, Fashion Outlets of Niagara Falls USA,
Fashion Outlets of Philadelphia
, Paradise Valley Mall,
SouthPark Mall
and Westside Pavilion were excluded for the years ended December 31, 2015 and 2014. The leases for Paradise Valley Mall were excluded for the year ended December 31, 2013. The leases for The Shops at Atlas Park and Southridge Center were excluded for the years ended December 31, 2012 and 2011.
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(3)
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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.
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(4)
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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.
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For the Years Ended December 31,
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|||||||||||||
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2015 (1)
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2014 (2)
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2013 (3)
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2012
|
|
2011
|
|||||
Consolidated Centers:
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|
|
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|||||
Minimum rents
|
9.0
|
%
|
|
8.7
|
%
|
|
8.4
|
%
|
|
8.1
|
%
|
|
8.2
|
%
|
Percentage rents
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
Expense recoveries(4)
|
4.5
|
%
|
|
4.3
|
%
|
|
4.5
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
13.9
|
%
|
|
13.4
|
%
|
|
13.3
|
%
|
|
12.7
|
%
|
|
12.8
|
%
|
Unconsolidated Joint Venture Centers:
|
|
|
|
|
|
|
|
|
|
|||||
Minimum rents
|
8.1
|
%
|
|
8.7
|
%
|
|
8.8
|
%
|
|
8.9
|
%
|
|
9.1
|
%
|
Percentage rents
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
Expense recoveries(4)
|
4.0
|
%
|
|
4.5
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
12.5
|
%
|
|
13.6
|
%
|
|
13.2
|
%
|
|
13.2
|
%
|
|
13.4
|
%
|
(1)
|
Flagstaff Mall is excluded for the year ended
December 31, 2015
.
|
(2)
|
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.
|
(3)
|
Rotterdam Square
was sold on
January 15, 2014
and is excluded for the year ended December 31, 2013.
|
(4)
|
Represents real estate tax and common area maintenance charges.
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
393
|
|
|
731,849
|
|
|
11.34
|
%
|
|
$
|
48.78
|
|
|
10.49
|
%
|
2017
|
|
357
|
|
|
824,590
|
|
|
12.78
|
%
|
|
$
|
52.12
|
|
|
12.62
|
%
|
2018
|
|
345
|
|
|
772,130
|
|
|
11.97
|
%
|
|
$
|
50.53
|
|
|
11.46
|
%
|
2019
|
|
303
|
|
|
702,569
|
|
|
10.89
|
%
|
|
$
|
50.72
|
|
|
10.46
|
%
|
2020
|
|
280
|
|
|
611,689
|
|
|
9.48
|
%
|
|
$
|
52.97
|
|
|
9.52
|
%
|
2021
|
|
227
|
|
|
536,588
|
|
|
8.32
|
%
|
|
$
|
50.99
|
|
|
8.04
|
%
|
2022
|
|
174
|
|
|
390,142
|
|
|
6.05
|
%
|
|
$
|
51.28
|
|
|
5.88
|
%
|
2023
|
|
185
|
|
|
426,900
|
|
|
6.62
|
%
|
|
$
|
53.14
|
|
|
6.66
|
%
|
2024
|
|
194
|
|
|
539,346
|
|
|
8.36
|
%
|
|
$
|
58.58
|
|
|
9.28
|
%
|
2025
|
|
186
|
|
|
457,029
|
|
|
7.08
|
%
|
|
$
|
64.77
|
|
|
8.69
|
%
|
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
170
|
|
|
185,299
|
|
|
10.75
|
%
|
|
$
|
61.93
|
|
|
10.90
|
%
|
2017
|
|
143
|
|
|
218,004
|
|
|
12.64
|
%
|
|
$
|
53.28
|
|
|
11.03
|
%
|
2018
|
|
147
|
|
|
181,029
|
|
|
10.50
|
%
|
|
$
|
65.98
|
|
|
11.34
|
%
|
2019
|
|
123
|
|
|
139,910
|
|
|
8.11
|
%
|
|
$
|
68.74
|
|
|
9.13
|
%
|
2020
|
|
119
|
|
|
167,101
|
|
|
9.69
|
%
|
|
$
|
60.73
|
|
|
9.64
|
%
|
2021
|
|
116
|
|
|
159,557
|
|
|
9.25
|
%
|
|
$
|
58.10
|
|
|
8.80
|
%
|
2022
|
|
82
|
|
|
105,232
|
|
|
6.10
|
%
|
|
$
|
57.76
|
|
|
5.77
|
%
|
2023
|
|
86
|
|
|
159,188
|
|
|
9.23
|
%
|
|
$
|
54.14
|
|
|
8.18
|
%
|
2024
|
|
80
|
|
|
129,629
|
|
|
7.52
|
%
|
|
$
|
62.11
|
|
|
7.64
|
%
|
2025
|
|
86
|
|
|
147,929
|
|
|
8.58
|
%
|
|
$
|
64.11
|
|
|
9.01
|
%
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
8
|
|
|
170,312
|
|
|
1.32
|
%
|
|
$
|
19.12
|
|
|
1.83
|
%
|
2017
|
|
34
|
|
|
1,056,393
|
|
|
8.16
|
%
|
|
$
|
12.39
|
|
|
7.35
|
%
|
2018
|
|
21
|
|
|
870,474
|
|
|
6.72
|
%
|
|
$
|
12.42
|
|
|
6.06
|
%
|
2019
|
|
23
|
|
|
954,599
|
|
|
7.37
|
%
|
|
$
|
9.27
|
|
|
4.96
|
%
|
2020
|
|
25
|
|
|
890,746
|
|
|
6.88
|
%
|
|
$
|
10.15
|
|
|
5.07
|
%
|
2021
|
|
30
|
|
|
1,271,153
|
|
|
9.82
|
%
|
|
$
|
9.67
|
|
|
6.90
|
%
|
2022
|
|
19
|
|
|
866,638
|
|
|
6.69
|
%
|
|
$
|
14.82
|
|
|
7.21
|
%
|
2023
|
|
23
|
|
|
709,662
|
|
|
5.48
|
%
|
|
$
|
13.82
|
|
|
5.50
|
%
|
2024
|
|
26
|
|
|
924,534
|
|
|
7.14
|
%
|
|
$
|
19.61
|
|
|
10.17
|
%
|
2025
|
|
27
|
|
|
1,218,896
|
|
|
9.41
|
%
|
|
$
|
19.25
|
|
|
13.16
|
%
|
Unconsolidated Joint Venture Centers (at the Company's pro rata share):
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
1
|
|
|
30,000
|
|
|
0.75
|
%
|
|
$
|
28.00
|
|
|
1.43
|
%
|
2017
|
|
15
|
|
|
511,735
|
|
|
12.82
|
%
|
|
$
|
7.62
|
|
|
6.65
|
%
|
2018
|
|
14
|
|
|
242,725
|
|
|
6.08
|
%
|
|
$
|
9.72
|
|
|
4.02
|
%
|
2019
|
|
10
|
|
|
120,855
|
|
|
3.03
|
%
|
|
$
|
31.63
|
|
|
6.52
|
%
|
2020
|
|
19
|
|
|
846,975
|
|
|
21.22
|
%
|
|
$
|
11.01
|
|
|
15.89
|
%
|
2021
|
|
13
|
|
|
214,310
|
|
|
5.37
|
%
|
|
$
|
15.52
|
|
|
5.67
|
%
|
2022
|
|
6
|
|
|
74,051
|
|
|
1.86
|
%
|
|
$
|
28.22
|
|
|
3.56
|
%
|
2023
|
|
8
|
|
|
172,496
|
|
|
4.32
|
%
|
|
$
|
20.75
|
|
|
6.10
|
%
|
2024
|
|
14
|
|
|
183,173
|
|
|
4.59
|
%
|
|
$
|
34.73
|
|
|
10.84
|
%
|
2025
|
|
17
|
|
|
746,305
|
|
|
18.70
|
%
|
|
$
|
13.62
|
|
|
17.32
|
%
|
(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,
65%
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.
|
Name
|
|
Number of
Anchor
Stores
|
|
GLA Owned
by Anchor
|
|
GLA Leased
by Anchor
|
|
Total GLA
Occupied by
Anchor
|
||||
Macy's Inc.
|
|
|
|
|
|
|
|
|
||||
Macy's
|
|
41
|
|
|
5,013,000
|
|
|
2,306,000
|
|
|
7,319,000
|
|
Bloomingdale's
|
|
2
|
|
|
—
|
|
|
355,000
|
|
|
355,000
|
|
|
|
43
|
|
|
5,013,000
|
|
|
2,661,000
|
|
|
7,674,000
|
|
JCPenney(1)
|
|
28
|
|
|
1,744,000
|
|
|
2,253,000
|
|
|
3,997,000
|
|
Sears
|
|
26
|
|
|
926,000
|
|
|
2,868,000
|
|
|
3,794,000
|
|
Dillard's
|
|
14
|
|
|
2,205,000
|
|
|
257,000
|
|
|
2,462,000
|
|
Nordstrom
|
|
13
|
|
|
739,000
|
|
|
1,477,000
|
|
|
2,216,000
|
|
Target(2)
|
|
7
|
|
|
640,000
|
|
|
273,000
|
|
|
913,000
|
|
Dick's Sporting Goods(3)
|
|
13
|
|
|
—
|
|
|
839,000
|
|
|
839,000
|
|
Forever 21
|
|
7
|
|
|
155,000
|
|
|
574,000
|
|
|
729,000
|
|
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
|
|
Kohl's
|
|
5
|
|
|
89,000
|
|
|
356,000
|
|
|
445,000
|
|
Hudson Bay Company
|
|
|
|
|
|
|
|
|
||||
Lord & Taylor
|
|
3
|
|
|
121,000
|
|
|
199,000
|
|
|
320,000
|
|
Saks Fifth Avenue
|
|
1
|
|
|
—
|
|
|
92,000
|
|
|
92,000
|
|
|
|
4
|
|
|
121,000
|
|
|
291,000
|
|
|
412,000
|
|
Home Depot
|
|
3
|
|
|
—
|
|
|
395,000
|
|
|
395,000
|
|
Costco
|
|
2
|
|
|
—
|
|
|
321,000
|
|
|
321,000
|
|
Burlington Coat Factory(4)
|
|
3
|
|
|
187,000
|
|
|
127,000
|
|
|
314,000
|
|
Neiman Marcus
|
|
2
|
|
|
—
|
|
|
188,000
|
|
|
188,000
|
|
Von Maur
|
|
2
|
|
|
187,000
|
|
|
—
|
|
|
187,000
|
|
Sports Authority
|
|
4
|
|
|
—
|
|
|
177,000
|
|
|
177,000
|
|
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(5)
|
|
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
|
|
Barneys New York(6)
|
|
1
|
|
|
—
|
|
|
60,000
|
|
|
60,000
|
|
Bealls
|
|
1
|
|
|
—
|
|
|
40,000
|
|
|
40,000
|
|
Vacant Anchors(7)
|
|
2
|
|
|
—
|
|
|
200,000
|
|
|
200,000
|
|
|
|
200
|
|
|
12,324,000
|
|
|
15,081,000
|
|
|
27,405,000
|
|
Anchors at Centers not owned by the Company(8):
|
|
|
|
|
|
|
|
|
|
|
|
|
Forever 21
|
|
2
|
|
|
—
|
|
|
154,000
|
|
|
154,000
|
|
Kohl's
|
|
1
|
|
|
—
|
|
|
83,000
|
|
|
83,000
|
|
Sports Authority
|
|
1
|
|
|
—
|
|
|
41,000
|
|
|
41,000
|
|
Total
|
|
204
|
|
|
12,324,000
|
|
|
15,359,000
|
|
|
27,683,000
|
|
(1)
|
JCPenney plans to open a new store at
Inland Center
in Fall 2016.
|
(2)
|
Target closed its store at
Promenade at Casa Grande
in January 2016.
|
(3)
|
Dick's Sporting Goods plans to open a new store at
The Oaks
in Fall 2016.
|
(4)
|
Burlington Coat Factory plans to open a store at
The Market at Estrella Falls
in Fall 2016.
|
(5)
|
Primark plans to open stores at
Danbury Fair Mall
and
Freehold Raceway Mall
in Summer 2016.
|
(6)
|
Barneys New York plans to close its store at
Scottsdale Fashion Square
in Spring 2016.
|
(7)
|
The Company is seeking replacement tenants and/or contemplating redevelopment opportunities for these vacant sites. The Company continues to collect rent under the terms of an agreement regarding one of these two vacant Anchor locations.
|
(8)
|
The Company owns a portfolio of eight stores located at shopping centers not owned by the Company. Of these eight stores, two have been leased to Forever 21, one has been leased to Kohl's, one has been leased to Sports Authority and four have been leased for non-Anchor usage.
|
•
|
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.
|
•
|
For taxable years beginning before January 1, 2018, no more than 25% of the value of the Company's assets may consist of stock or securities of one or more 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 75% 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.
|
•
|
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).
|
•
|
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.
|
•
|
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.
|
•
|
we fail to contribute our share of additional capital needed by the property partnerships; or
|
•
|
we default under a partnership agreement for a property partnership or other agreements relating to the property partnerships or the Joint Venture Centers.
|
•
|
have the effect of delaying, deferring or preventing a change in control of us or other transaction without the approval of our board of directors, even if the change in control or other transaction is in the best interests of our stockholders; and
|
•
|
limit the opportunity for our stockholders to receive a premium for their common stock or preferred stock that they might otherwise receive if an investor were attempting to acquire a block of stock in excess of the Ownership Limit or otherwise effect a change in control of us.
|
•
|
advance notice requirements for stockholder nominations of directors and stockholder proposals to be considered at stockholder meetings;
|
•
|
the obligation of our directors to consider a variety of factors with respect to a proposed business combination or other change of control transaction;
|
•
|
the authority of our directors to classify or reclassify unissued shares and 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.
|
•
|
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.
|
Count
|
|
Company's
Ownership(1)
|
|
Name of
Center/Location(2)
|
|
Year of
Original
Construction/
Acquisition
|
|
Year of Most
Recent
Expansion/
Renovation
|
|
Total
GLA(3)
|
|
Mall and
Freestanding
GLA
|
|
Percentage
of Mall and
Freestanding
GLA Leased
|
|
Non-Owned Anchors (3)
|
|
Company-Owned Anchors (3)
|
|
Sales
PSF (4)
|
|||
|
|
CONSOLIDATED CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1
|
|
100%
|
|
Arrowhead Towne Center(5)
|
|
1993/2002
|
|
2015
|
|
1,197,000
|
|
|
389,000
|
|
|
95.4
|
%
|
|
Dillard's, JCPenney, Macy's
|
|
Dick's Sporting Goods, Forever 21, Sears
|
|
$741
|
|
|
|
|
Glendale, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2
|
|
100%
|
|
Capitola Mall(6)
|
|
1977/1995
|
|
1988
|
|
586,000
|
|
|
196,000
|
|
|
93.2
|
%
|
|
Macy's, Sears, Target
|
|
Kohl's
|
|
$347
|
|
|
|
|
Capitola, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
3
|
|
100%
|
|
Cascade Mall(7)
|
|
1989/1999
|
|
1998
|
|
589,000
|
|
|
265,000
|
|
|
79.4
|
%
|
|
Target
|
|
JCPenney, Macy's, Macy's Men's, Children's & Home
|
|
$339
|
|
|
|
|
Burlington, Washington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
4
|
|
50.1%
|
|
Chandler Fashion Center
|
|
2001/2002
|
|
-
|
|
1,319,000
|
|
|
634,000
|
|
|
96.9
|
%
|
|
Dillard's, Macy's, Nordstrom
|
|
Sears
|
|
$649
|
|
|
|
Chandler, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
5
|
|
100%
|
|
Danbury Fair Mall(8)
|
|
1986/2005
|
|
2010
|
|
1,270,000
|
|
|
525,000
|
|
|
97.4
|
%
|
|
JCPenney, Macy's
|
|
Dick's Sporting Goods, Forever 21, Lord & Taylor, Primark, Sears
|
|
$633
|
|
|
|
|
Danbury, Connecticut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
6
|
|
100%
|
|
Deptford Mall(9)
|
|
1975/2006
|
|
1990
|
|
1,040,000
|
|
|
343,000
|
|
|
95.3
|
%
|
|
JCPenney, Macy's
|
|
Boscov's, Sears
|
|
$580
|
|
|
|
|
Deptford, New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
7
|
|
100%
|
|
Desert Sky Mall
|
|
1981/2002
|
|
2007
|
|
893,000
|
|
|
282,000
|
|
|
97.0
|
%
|
|
Burlington Coat Factory, Dillard's, Sears
|
|
La Curacao, Mercado de los Cielos
|
|
$338
|
|
|
|
|
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
8
|
|
100%
|
|
Eastland Mall(6)
|
|
1978/1998
|
|
1996
|
|
1,044,000
|
|
|
555,000
|
|
|
96.8
|
%
|
|
Dillard's, Macy's
|
|
JCPenney
|
|
$364
|
|
|
|
|
Evansville, Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
9
|
|
100%
|
|
Fashion Outlets of Chicago
|
|
2013/—
|
|
-
|
|
537,000
|
|
|
537,000
|
|
|
97.9
|
%
|
|
—
|
|
—
|
|
$734
|
|
|
|
|
Rosemont, Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
10
|
|
100%
|
|
FlatIron Crossing(9)
|
|
2000/2002
|
|
2009
|
|
1,430,000
|
|
|
787,000
|
|
|
93.7
|
%
|
|
Dillard's, Macy's, Nordstrom
|
|
Dick's Sporting Goods
|
|
$551
|
|
|
|
|
Broomfield, Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
11
|
|
50.1%
|
|
Freehold Raceway Mall(8)
|
|
1990/2005
|
|
2007
|
|
1,669,000
|
|
|
771,000
|
|
|
98.7
|
%
|
|
JCPenney, Lord & Taylor, Macy's, Nordstrom
|
|
Dick's Sporting Goods, Primark, Sears
|
|
$610
|
|
|
|
|
Freehold, New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
12
|
|
100%
|
|
Fresno Fashion Fair
|
|
1970/1996
|
|
2006
|
|
963,000
|
|
|
402,000
|
|
|
98.1
|
%
|
|
Macy's Women's & Home
|
|
Forever 21, JCPenney, Macy's Men's & Children's
|
|
$642
|
|
|
|
|
Fresno, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
13
|
|
100%
|
|
Green Acres Mall(6)
|
|
1956/2013
|
|
2015
|
|
1,799,000
|
|
|
681,000
|
|
|
93.2
|
%
|
|
—
|
|
BJ's Wholesale Club, Century 21, JCPenney, Kohl's, Macy's, Macy's Men's/Furniture Gallery, Sears, Walmart
|
|
$643
|
|
|
|
|
Valley Stream, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
14
|
|
100%
|
|
Inland Center(6)(10)
|
|
1966/2004
|
|
2004
|
|
866,000
|
|
|
204,000
|
|
|
99.0
|
%
|
|
Macy's, Sears
|
|
Forever 21, JC Penney
|
|
$510
|
|
|
|
|
San Bernardino, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
15
|
|
100%
|
|
Kings Plaza Shopping Center(6)
|
|
1971/2012
|
|
2002
|
|
1,192,000
|
|
|
463,000
|
|
|
92.3
|
%
|
|
Macy's
|
|
Lowe's, Sears
|
|
$720
|
|
|
|
|
Brooklyn, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
16
|
|
100%
|
|
La Cumbre Plaza(6)
|
|
1967/2004
|
|
1989
|
|
491,000
|
|
|
174,000
|
|
|
93.1
|
%
|
|
Macy's
|
|
Sears
|
|
$431
|
|
|
|
|
Santa Barbara, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
17
|
|
100%
|
|
Northgate Mall
|
|
1964/1986
|
|
2010
|
|
750,000
|
|
|
279,000
|
|
|
95.3
|
%
|
|
—
|
|
Kohl's, Macy's, Sears
|
|
$454
|
|
|
|
|
San Rafael, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
18
|
|
100%
|
|
NorthPark Mall
|
|
1973/1998
|
|
2001
|
|
1,051,000
|
|
|
401,000
|
|
|
85.9
|
%
|
|
Dillard's, JCPenney, Sears, Von Maur
|
|
Younkers
|
|
$308
|
|
|
|
|
Davenport, Iowa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
19
|
|
100%
|
|
Oaks, The(11)
|
|
1978/2002
|
|
2009
|
|
1,145,000
|
|
|
587,000
|
|
|
97.6
|
%
|
|
JCPenney, Macy's, Macy's Men's & Home
|
|
Nordstrom
|
|
$580
|
|
|
|
|
Thousand Oaks, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Count
|
|
Company's
Ownership(1)
|
|
Name of
Center/Location(2)
|
|
Year of
Original
Construction/
Acquisition
|
|
Year of Most
Recent
Expansion/
Renovation
|
|
Total
GLA(3)
|
|
Mall and
Freestanding
GLA
|
|
Percentage
of Mall and
Freestanding
GLA Leased
|
|
Non-Owned Anchors (3)
|
|
Company-Owned Anchors (3)
|
|
Sales
PSF (4)
|
|||
20
|
|
100%
|
|
Pacific View
|
|
1965/1996
|
|
2001
|
|
1,021,000
|
|
|
372,000
|
|
|
95.0
|
%
|
|
JCPenney, Sears, Target
|
|
Macy's
|
|
$448
|
|
|
|
|
Ventura, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
21
|
|
100%
|
|
Queens Center(6)
|
|
1973/1995
|
|
2004
|
|
966,000
|
|
|
409,000
|
|
|
98.2
|
%
|
|
JCPenney, Macy's
|
|
—
|
|
$1,134
|
|
|
|
|
Queens, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
22
|
|
100%
|
|
Santa Monica Place
|
|
1980/1999
|
|
2010
|
|
517,000
|
|
|
294,000
|
|
|
90.5
|
%
|
|
—
|
|
Bloomingdale's, Nordstrom
|
|
$786
|
|
|
|
|
Santa Monica, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
23
|
|
84.9%
|
|
SanTan Village Regional Center
|
|
2007/—
|
|
2009
|
|
1,031,000
|
|
|
624,000
|
|
|
96.5
|
%
|
|
Dillard's, Macy's
|
|
Dick's Sporting Goods
|
|
$525
|
|
|
|
|
Gilbert, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
24
|
|
100%
|
|
Stonewood Center(6)
|
|
1953/1997
|
|
1991
|
|
932,000
|
|
|
358,000
|
|
|
98.5
|
%
|
|
—
|
|
JCPenney, Kohl's, Macy's, Sears
|
|
$544
|
|
|
|
|
Downey, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
25
|
|
100%
|
|
Superstition Springs Center
|
|
1990/2002
|
|
2002
|
|
1,040,000
|
|
|
388,000
|
|
|
94.1
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
|
Sports Authority
|
|
$369
|
|
|
|
|
Mesa, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
26
|
|
100%
|
|
Towne Mall
|
|
1985/2005
|
|
1989
|
|
350,000
|
|
|
179,000
|
|
|
89.2
|
%
|
|
—
|
|
Belk, JCPenney, Sears
|
|
$349
|
|
|
|
|
Elizabethtown, Kentucky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
27
|
|
100%
|
|
Tucson La Encantada
|
|
2002/2002
|
|
2005
|
|
243,000
|
|
|
243,000
|
|
|
94.8
|
%
|
|
—
|
|
—
|
|
$767
|
|
|
|
|
Tucson, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
28
|
|
100%
|
|
Twenty Ninth Street(6)(9)
|
|
1963/1979
|
|
2007
|
|
850,000
|
|
|
559,000
|
|
|
99.3
|
%
|
|
Macy's
|
|
Home Depot
|
|
$626
|
|
|
|
|
Boulder, Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
29
|
|
100%
|
|
Valley Mall
|
|
1978/1998
|
|
1992
|
|
506,000
|
|
|
191,000
|
|
|
88.0
|
%
|
|
Target
|
|
Belk, Dick's Sporting Goods, JCPenney
|
|
$325
|
|
|
|
|
Harrisonburg, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
30
|
|
100%
|
|
Valley River Center(7)
|
|
1969/2006
|
|
2007
|
|
921,000
|
|
|
345,000
|
|
|
97.4
|
%
|
|
Macy's
|
|
JCPenney, Sports Authority
|
|
$465
|
|
|
|
|
Eugene, Oregon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
31
|
|
100%
|
|
Victor Valley, Mall of
|
|
1986/2004
|
|
2012
|
|
577,000
|
|
|
254,000
|
|
|
97.9
|
%
|
|
Macy's
|
|
Dick's Sporting Goods, JCPenney, Sears
|
|
$520
|
|
|
|
|
Victorville, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
32
|
|
100%
|
|
Vintage Faire Mall
|
|
1977/1996
|
|
2008
|
|
1,141,000
|
|
|
408,000
|
|
|
96.7
|
%
|
|
Forever 21, Macy's Women's & Children's
|
|
Dick's Sporting Goods, JCPenney, Macy's Men's & Home, Sears
|
|
$677
|
|
|
|
|
Modesto, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
33
|
|
100%
|
|
Wilton Mall
|
|
1990/2005
|
|
1998
|
|
736,000
|
|
|
451,000
|
|
|
95.2
|
%
|
|
JCPenney
|
|
Bon-Ton, Dick's Sporting Goods, Sears
|
|
$295
|
|
|
|
|
Saratoga Springs, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Total Consolidated Centers
|
|
|
|
30,662,000
|
|
|
13,550,000
|
|
|
95.3
|
%
|
|
|
|
|
|
$579
|
||
|
|
UNCONSOLIDATED JOINT VENTURE CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
34
|
|
50%
|
|
Biltmore Fashion Park
|
|
1963/2003
|
|
2006
|
|
516,000
|
|
|
211,000
|
|
|
99.0
|
%
|
|
—
|
|
Macy's, Saks Fifth Avenue
|
|
$835
|
|
|
|
|
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
35
|
|
50.1%
|
|
Corte Madera, Village at
|
|
1985/1998
|
|
2005
|
|
460,000
|
|
|
224,000
|
|
|
97.9
|
%
|
|
Macy's, Nordstrom
|
|
—
|
|
$1,475
|
|
|
|
|
Corte Madera, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
36
|
|
50%
|
|
Kierland Commons
|
|
1999/2005
|
|
2003
|
|
439,000
|
|
|
439,000
|
|
|
98.3
|
%
|
|
—
|
|
—
|
|
$670
|
|
|
|
|
Scottsdale, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
37
|
|
60%
|
|
Lakewood Center
|
|
1953/1975
|
|
2008
|
|
2,075,000
|
|
|
967,000
|
|
|
96.3
|
%
|
|
—
|
|
Costco, Forever 21, Home Depot, JCPenney, Macy's, Sports Authority, Target
|
|
$467
|
|
|
|
|
Lakewood, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
38
|
|
60%
|
|
Los Cerritos Center(6)
|
|
1971/1999
|
|
2015
|
|
1,292,000
|
|
|
532,000
|
|
|
97.2
|
%
|
|
Macy's, Nordstrom
|
|
Dick's Sporting Goods, Forever 21, Sears
|
|
$843
|
|
|
|
|
Cerritos, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
39
|
|
50%
|
|
North Bridge, The Shops at(6)
|
|
1998/2008
|
|
-
|
|
660,000
|
|
|
400,000
|
|
|
99.8
|
%
|
|
—
|
|
Nordstrom
|
|
$856
|
|
|
|
|
Chicago, Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
40
|
|
50%
|
|
Scottsdale Fashion Square(12)
|
|
1961/2002
|
|
2015
|
|
1,811,000
|
|
|
790,000
|
|
|
97.8
|
%
|
|
Dillard's
|
|
Barneys New York, Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom
|
|
$745
|
|
|
|
|
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)
|
|
Sales
PSF (4)
|
|||
41
|
|
60%
|
|
South Plains Mall
|
|
1972/1998
|
|
1995
|
|
1,127,000
|
|
|
468,000
|
|
|
93.5
|
%
|
|
—
|
|
Bealls, Dillard's (two), JCPenney, Sears
|
|
$452
|
|
|
|
|
Lubbock, Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
42
|
|
50%
|
|
Tysons Corner Center
|
|
1968/2005
|
|
2014
|
|
1,967,000
|
|
|
1,082,000
|
|
|
98.9
|
%
|
|
—
|
|
Bloomingdale's, L.L. Bean, Lord & Taylor, Macy's, Nordstrom
|
|
$851
|
|
|
|
|
Tysons Corner, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
43
|
|
60%
|
|
Washington Square
|
|
1974/1999
|
|
2005
|
|
1,441,000
|
|
|
506,000
|
|
|
98.4
|
%
|
|
Macy's
|
|
Dick's Sporting Goods, JCPenney, Nordstrom, Sears
|
|
$1,125
|
|
|
|
|
Portland, Oregon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
44
|
|
19%
|
|
West Acres
|
|
1972/1986
|
|
2001
|
|
971,000
|
|
|
418,000
|
|
|
99.8
|
%
|
|
Herberger's, Macy's
|
|
JCPenney, Sears
|
|
$501
|
|
|
|
|
Fargo, North Dakota
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Total Unconsolidated Joint Ventures
|
|
12,759,000
|
|
|
6,037,000
|
|
|
97.8
|
%
|
|
|
|
|
|
$763
|
||||
|
|
REGIONAL SHOPPING CENTERS UNDER REDEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
45
|
|
50%
|
|
Broadway Plaza(6)(13)
|
|
1951/1985
|
|
ongoing
|
|
761,000
|
|
|
211,000
|
|
|
(14)
|
|
|
Macy's
|
|
Neiman Marcus, Nordstrom
|
|
(14)
|
|
|
|
|
Walnut Creek, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
46
|
|
100%
|
|
Fashion Outlets of Niagara Falls USA(15)
|
|
1982/2011
|
|
2014
|
|
686,000
|
|
|
686,000
|
|
|
(14)
|
|
|
—
|
|
—
|
|
(14)
|
|
|
|
|
Niagara Falls, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
47
|
|
50%
|
|
Fashion Outlets of Philadelphia(6)(13)
|
|
1977/2014
|
|
ongoing
|
|
850,000
|
|
|
624,000
|
|
|
(14)
|
|
|
—
|
|
Burlington Coat Factory, Century 21
|
|
(14)
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
48
|
|
100%
|
|
Paradise Valley Mall(15)
|
|
1979/2002
|
|
2009
|
|
1,150,000
|
|
|
370,000
|
|
|
(14)
|
|
|
Dillard's, JCPenney, Macy's
|
|
Costco, Sears
|
|
(14)
|
|
|
|
|
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
49
|
|
100%
|
|
SouthPark Mall(15)
|
|
1974/1998
|
|
2015
|
|
856,000
|
|
|
341,000
|
|
|
(14)
|
|
|
Dillard's, Von Maur
|
|
Dick's Sporting Goods, JCPenney, Younkers
|
|
(14)
|
|
|
|
|
Moline, Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
50
|
|
100%
|
|
Westside Pavilion(15)
|
|
1985/1998
|
|
2007
|
|
755,000
|
|
|
397,000
|
|
|
(14)
|
|
|
Macy's
|
|
Nordstrom
|
|
(14)
|
|
|
|
|
Los Angeles, California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
50
|
|
|
|
Total Regional Shopping Centers
|
|
48,479,000
|
|
|
22,216,000
|
|
|
96.1
|
%
|
|
|
|
|
|
$635
|
||||
|
|
COMMUNITY/POWER SHOPPING CENTERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1
|
|
50%
|
|
Atlas Park, The Shops at(13)
|
|
2006/2011
|
|
2013
|
|
372,000
|
|
|
372,000
|
|
|
71.6
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Queens, New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2
|
|
50%
|
|
Boulevard Shops(13)
|
|
2001/2002
|
|
2004
|
|
185,000
|
|
|
185,000
|
|
|
96.4
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Chandler, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
3
|
|
40.1%
|
|
Estrella Falls, The Market at(13)(16)
|
|
2009/—
|
|
2009
|
|
219,000
|
|
|
219,000
|
|
|
95.0
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Goodyear, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
4
|
|
89.4%
|
|
Promenade at Casa Grande(15)(17)
|
|
2007/—
|
|
2009
|
|
909,000
|
|
|
431,000
|
|
|
90.2
|
%
|
|
Dillard's, JCPenney, Kohl's, Target
|
|
Sports Authority
|
|
—
|
|
|
|
|
Casa Grande, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
5
|
|
100%
|
|
Southridge Center(15)
|
|
1975/1998
|
|
2013
|
|
823,000
|
|
|
434,000
|
|
|
76.5
|
%
|
|
Des Moines Area Community College
|
|
Sears, Target, Younkers
|
|
—
|
|
|
|
|
Des Moines, Iowa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
6
|
|
100.0%
|
|
Superstition Springs Power Center(15)
|
|
1990/2002
|
|
-
|
|
206,000
|
|
|
53,000
|
|
|
100.0
|
%
|
|
Best Buy, Burlington Coat Factory
|
|
—
|
|
—
|
|
|
|
|
Mesa, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
7
|
|
100%
|
|
The Marketplace at Flagstaff(6)(15)
|
|
2007/—
|
|
-
|
|
268,000
|
|
|
146,000
|
|
|
100.0
|
%
|
|
—
|
|
Home Depot
|
|
—
|
|
|
|
|
Flagstaff, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
7
|
|
|
|
Total Community/Power Shopping Centers
|
|
2,982,000
|
|
|
1,840,000
|
|
|
|
|
|
|
|
|
|
|||||
57
|
|
|
|
Total before Other Assets
|
|
51,461,000
|
|
|
24,056,000
|
|
|
|
|
|
|
|
|
|
|||||
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
100%
|
|
Various(15)(18)
|
|
|
|
|
|
477,000
|
|
|
199,000
|
|
|
100.0
|
%
|
|
—
|
|
Forever 21, Kohl's, Sports Authority
|
|
—
|
|
|
100%
|
|
500 North Michigan Avenue(15)
|
|
|
|
|
|
326,000
|
|
|
—
|
|
|
64.2
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Chicago, Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Count
|
|
Company's
Ownership(1)
|
|
Name of
Center/Location(2)
|
|
Year of
Original
Construction/
Acquisition
|
|
Year of Most
Recent
Expansion/
Renovation
|
|
Total
GLA(3)
|
|
Mall and
Freestanding
GLA
|
|
Percentage
of Mall and
Freestanding
GLA Leased
|
|
Non-Owned Anchors (3)
|
|
Company-Owned Anchors (3)
|
|
Sales
PSF (4)
|
|||
|
|
50%
|
|
Fashion Outlets of Philadelphia-Offices(6)(13)
|
|
|
|
|
|
526,000
|
|
|
—
|
|
|
100.0
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
100%
|
|
Paradise Village Ground Leases(15)
|
|
|
|
|
|
58,000
|
|
|
—
|
|
|
65.5
|
%
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
100%
|
|
Paradise Village Office Park II(15)
|
|
|
|
|
|
46,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
50%
|
|
Scottsdale Fashion Square-Office(13)
|
|
|
|
|
|
122,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Scottsdale, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
50%
|
|
Tysons Corner Center-Office(13)
|
|
|
|
|
|
175,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Tysons Corner, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
50%
|
|
Hyatt Regency Tysons Corner Center(13)
|
|
|
|
|
|
290,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Tysons Corner, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
50%
|
|
VITA Tysons Corner Center(13)
|
|
|
|
|
|
510,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Tysons Corner, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
50%
|
|
Tysons Tower(13)
|
|
|
|
|
|
527,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
Tysons Corner, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
Total Other Assets
|
|
3,057,000
|
|
|
199,000
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Grand Total
|
|
54,518,000
|
|
|
24,255,000
|
|
|
|
|
|
|
|
|
|
(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 14 Centers, portions of the underlying land controlled by the Company is owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from
2016
to
2098
.
|
(3)
|
Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of
December 31, 2015
. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants. “Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor tenants.
|
(4)
|
Sales per square foot are based on reports by retailers leasing Mall Stores and Freestanding Stores for the trailing twelve months for tenants which have occupied such stores for a minimum of twelve months. Sales per square foot are also based on tenants 10,000 square feet and under for Regional Shopping Centers.
|
(5)
|
On
January 6, 2016
, the Company sold a
40%
ownership interest in the property (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(6)
|
Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
|
(7)
|
These Centers have a vacant Anchor location. The Company is seeking replacement tenants and/or contemplating redevelopment opportunities for these vacant sites. The Company continues to collect rent under the terms of an agreement regarding one of these two vacant Anchor locations.
|
(8)
|
Primark plans to open stores at
Danbury Fair Mall
and
Freehold Raceway Mall
in Summer 2016.
|
(9)
|
On
January 14, 2016
, the Company sold a
49%
ownership interest in the property (See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(10)
|
JCPenney plans to open a new store at
Inland Center
in Fall 2016.
|
(11)
|
Dick's Sporting Goods plans to open a new store at
The Oaks
in Fall 2016.
|
(12)
|
Barneys New York plans to close its store at
Scottsdale Fashion Square
in Spring 2016.
|
(13)
|
Included in Unconsolidated Joint Venture Centers.
|
(14)
|
Tenant spaces have been intentionally held off the market and remain vacant because of redevelopment plans. As a result, the Company believes the percentage of mall and freestanding GLA leased and the sales per square foot at this redevelopment property are not meaningful data.
|
(15)
|
Included in Consolidated Centers.
|
(16)
|
Burlington Coat Factory plans to open a store at
The Market at Estrella Falls
in Fall 2016.
|
(17)
|
Target closed its store at
Promenade at Casa Grande
in January 2016.
|
(18)
|
The Company owns a portfolio of eight stores located at shopping centers not owned by the Company. Of these eight stores, two have been leased to Forever 21, one has been leased to Kohl's, one has been leased to Sports Authority and four have been leased for non-Anchor usage. With respect to five of the eight 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.
|
Property Pledged as Collateral
|
|
Fixed or
Floating
|
|
Carrying
Amount(1)
|
|
Effective Interest
Rate(2)
|
|
Annual
Debt
Service(3)
|
|
Maturity
Date(4)
|
|
Balance
Due on
Maturity
|
|
Earliest Date
Notes Can Be
Defeased or
Be Prepaid
|
|||||||
Consolidated Centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Arrowhead Towne Center(5)
|
|
Fixed
|
|
$
|
221,194
|
|
|
2.76
|
%
|
|
$
|
13,572
|
|
|
10/5/18
|
|
$
|
199,487
|
|
|
Any Time
|
Chandler Fashion Center(6)
|
|
Fixed
|
|
200,000
|
|
|
3.77
|
%
|
|
7,500
|
|
|
7/1/19
|
|
200,000
|
|
|
Any Time
|
|||
Danbury Fair Mall(7)
|
|
Fixed
|
|
222,497
|
|
|
5.53
|
%
|
|
18,456
|
|
|
10/1/20
|
|
188,854
|
|
|
Any Time
|
|||
Deptford Mall(8)
|
|
Fixed
|
|
193,861
|
|
|
3.76
|
%
|
|
11,364
|
|
|
4/3/23
|
|
160,294
|
|
|
Any Time
|
|||
Deptford Mall(9)
|
|
Fixed
|
|
14,001
|
|
|
6.46
|
%
|
|
1,212
|
|
|
6/1/16
|
|
13,877
|
|
|
Any Time
|
|||
Fashion Outlets of Chicago(10)
|
|
Floating
|
|
200,000
|
|
|
1.84
|
%
|
|
3,492
|
|
|
3/31/20
|
|
200,000
|
|
|
Any Time
|
|||
Fashion Outlets of Niagara Falls USA
|
|
Fixed
|
|
118,615
|
|
|
4.89
|
%
|
|
8,724
|
|
|
10/6/20
|
|
103,810
|
|
|
Any Time
|
|||
Flagstaff Mall(11)
|
|
Fixed
|
|
37,000
|
|
|
8.97
|
%
|
|
1,836
|
|
|
11/1/15
|
|
37,000
|
|
|
Any Time
|
|||
FlatIron Crossing(8)
|
|
Fixed
|
|
254,733
|
|
|
3.90
|
%
|
|
16,716
|
|
|
1/5/21
|
|
216,740
|
|
|
Any Time
|
|||
Freehold Raceway Mall(6)
|
|
Fixed
|
|
225,094
|
|
|
4.20
|
%
|
|
13,584
|
|
|
1/1/18
|
|
216,258
|
|
|
Any Time
|
|||
Green Acres Mall
|
|
Fixed
|
|
306,954
|
|
|
3.61
|
%
|
|
17,364
|
|
|
2/3/21
|
|
269,922
|
|
|
Any Time
|
|||
Kings Plaza Shopping Center
|
|
Fixed
|
|
470,627
|
|
|
3.67
|
%
|
|
26,748
|
|
|
12/3/19
|
|
427,423
|
|
|
Any Time
|
|||
Northgate Mall(12)
|
|
Floating
|
|
64,000
|
|
|
3.30
|
%
|
|
1,716
|
|
|
3/1/17
|
|
64,000
|
|
|
Any Time
|
|||
Oaks, The
|
|
Fixed
|
|
205,986
|
|
|
4.14
|
%
|
|
12,768
|
|
|
6/5/22
|
|
174,311
|
|
|
Any Time
|
|||
Pacific View
|
|
Fixed
|
|
130,458
|
|
|
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
|
|
225,089
|
|
|
2.99
|
%
|
|
12,048
|
|
|
1/3/18
|
|
214,118
|
|
|
Any Time
|
|||
SanTan Village Regional Center
|
|
Fixed
|
|
130,898
|
|
|
3.14
|
%
|
|
7,068
|
|
|
6/1/19
|
|
120,238
|
|
|
Any Time
|
|||
Stonewood Center
|
|
Fixed
|
|
105,494
|
|
|
1.80
|
%
|
|
7,680
|
|
|
11/1/17
|
|
94,471
|
|
|
Any Time
|
|||
Superstition Springs Center(13)
|
|
Floating
|
|
67,763
|
|
|
2.17
|
%
|
|
1,788
|
|
|
10/28/16
|
|
67,500
|
|
|
Any Time
|
|||
Towne Mall
|
|
Fixed
|
|
22,200
|
|
|
4.48
|
%
|
|
1,404
|
|
|
11/1/22
|
|
18,886
|
|
|
Any Time
|
|||
Tucson La Encantada(14)
|
|
Fixed
|
|
70,070
|
|
|
4.23
|
%
|
|
4,416
|
|
|
3/1/22
|
|
59,788
|
|
|
Any Time
|
|||
Victor Valley, Mall of
|
|
Fixed
|
|
115,000
|
|
|
4.00
|
%
|
|
4,560
|
|
|
9/1/24
|
|
115,000
|
|
|
10/22/16
|
|||
Vintage Faire Mall(15)
|
|
Fixed
|
|
276,117
|
|
|
3.55
|
%
|
|
15,060
|
|
|
3/6/26
|
|
211,507
|
|
|
3/26/2017
|
|||
Westside Pavilion
|
|
Fixed
|
|
146,961
|
|
|
4.49
|
%
|
|
9,396
|
|
|
10/1/22
|
|
125,489
|
|
|
Any Time
|
|||
|
|
|
|
$
|
4,624,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Atlas Park, The Shops at(50.0%)(16)
|
|
Floating
|
|
24,146
|
|
|
2.56
|
%
|
|
602
|
|
|
10/22/2020
|
|
24,146
|
|
|
Any Time
|
|
Boulevard Shops(50.0%)(17)
|
|
Floating
|
|
9,772
|
|
|
2.12
|
%
|
|
379
|
|
|
12/16/2018
|
|
9,133
|
|
|
Any Time
|
|
Corte Madera, The Village at(50.1%)
|
|
Fixed
|
|
37,198
|
|
|
7.27
|
%
|
|
3,265
|
|
|
11/1/2016
|
|
36,696
|
|
|
Any Time
|
|
Estrella Falls, The Market at(40.1%)(18)
|
|
Floating
|
|
10,420
|
|
|
2.34
|
%
|
|
210
|
|
|
2/5/2020
|
|
10,087
|
|
|
Any Time
|
|
Kierland Commons(50.0%)(19)
|
|
Floating
|
|
66,205
|
|
|
2.38
|
%
|
|
2,356
|
|
|
1/2/2018
|
|
64,281
|
|
|
Any Time
|
|
Lakewood Center(60.0%)(20)
|
|
Fixed
|
|
228,953
|
|
|
4.15
|
%
|
|
13,144
|
|
|
6/1/2026
|
|
185,306
|
|
|
8/6/17
|
|
Los Cerritos Center(60.0%)(21)
|
|
Fixed
|
|
315,000
|
|
|
4.00
|
%
|
|
12,600
|
|
|
11/1/2027
|
|
278,711
|
|
|
11/1/21
|
|
North Bridge, The Shops at(50.0%)(14)
|
|
Fixed
|
|
94,884
|
|
|
7.52
|
%
|
|
8,601
|
|
|
6/15/2016
|
|
94,258
|
|
|
Any Time
|
|
Scottsdale Fashion Square(50.0%)
|
|
Fixed
|
|
247,823
|
|
|
3.02
|
%
|
|
13,281
|
|
|
4/3/2023
|
|
201,331
|
|
|
Any Time
|
|
South Plains Mall(60.0%)(22)
|
|
Fixed
|
|
120,000
|
|
|
4.22
|
%
|
|
5,065
|
|
|
11/6/2025
|
|
120,000
|
|
|
10/23/18
|
|
Tysons Corner Center(50.0%)(23)
|
|
Fixed
|
|
408,017
|
|
|
4.13
|
%
|
|
24,643
|
|
|
1/1/2024
|
|
333,233
|
|
|
Any Time
|
|
Washington Square(60.0%)(24)
|
|
Fixed
|
|
330,000
|
|
|
3.65
|
%
|
|
12,045
|
|
|
11/1/2022
|
|
311,348
|
|
|
11/1/18
|
|
West Acres(19.0%)
|
|
Fixed
|
|
10,613
|
|
|
6.41
|
%
|
|
1,069
|
|
|
10/1/2016
|
|
10,315
|
|
|
Any Time
|
|
|
|
|
|
$
|
1,903,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
Property Pledged as Collateral
|
|
||
Consolidated Centers
|
|
||
Arrowhead Towne Center
|
$
|
8,494
|
|
Deptford Mall
|
(3
|
)
|
|
Fashion Outlets of Niagara Falls USA
|
4,486
|
|
|
Stonewood Center
|
5,168
|
|
|
Superstition Springs Center
|
263
|
|
|
|
$
|
18,408
|
|
Unconsolidated Joint Venture Center (at Company's Pro Rata Share)
|
|
||
Lakewood Center
|
$
|
(14,750
|
)
|
(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)
|
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").
|
(6)
|
A
49.9%
interest in the loan has been assumed by a third party in connection with a co-venture arrangement.
|
(7)
|
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.
|
(8)
|
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").
|
(9)
|
The Company expects to pay off this loan on March 1, 2016.
|
(10)
|
On
March 3, 2015
, the Company amended the loan on the property. The amended
$200,000
loan bears interest at
LIBOR
plus
1.50%
and matures on
March 31, 2020
.
|
(11)
|
On
November 1, 2015
, this nonrecourse loan went into maturity default. The Company is working with the loan servicer, which is expected to result in a transition of the property to the loan servicer or a receiver.
|
(12)
|
The loan bears interest at LIBOR plus
2.25%
and matures on
March 1, 2017
.
|
(13)
|
The loan bears interest at LIBOR plus
2.30%
and matures on
October 28, 2016
.
|
(14)
|
NML is the lender of this loan.
|
(15)
|
On
February 19, 2015
, the Company placed a
$280,000
loan on the property that bears interest at an effective rate of
3.55%
and matures on
March 6, 2026
.
|
(16)
|
On
October 28, 2015
, the Company's joint venture in
The Shops at Atlas Park
placed a
$57,751
loan on the property that bears interest at LIBOR plus
2.25%
and matures on
October 22, 2020
, including two one-year extension options.
|
(17)
|
The loan bears interest at LIBOR plus 1.75% and matures on
December 16, 2018
, including two one-year extension options.
|
(18)
|
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
$26,500
loan that bears interest at LIBOR plus
1.70%
and matures on
February 5, 2020
, including a one-year extension option.
|
(19)
|
The loan bears interest at LIBOR plus 1.9% and matures on
January 2, 2018
, including a one-year extension option.
|
(20)
|
On
March 2, 2015
, the Company paid off in full the loan on the property. On
May 12, 2015
, the Company placed a new
$410,000
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
40%
ownership interest in the
PPR Portfolio
(See "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(21)
|
On
October 30, 2015
, the Company replaced the existing loan on the property with a new
$525,000
loan that bears interest at an effective rate of
4.00%
and matures on
November 1, 2027
. 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 "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(22)
|
On
October 23, 2015
, the Company placed a
$200,000
loan on the property 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 "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(23)
|
NML is the lender of 33.3% of the loan.
|
(24)
|
On October 5, 2015, the Company paid off in full the existing loan on the property. On
October 29, 2015
, the Company placed a new
$550,000
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 "Item 1. Business—Recent Developments—Acquisitions and Dispositions").
|
(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 Events and Transactions").
|
|
|
12/31/10
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
||||||||||||
The Macerich Company
|
|
$
|
100.00
|
|
|
$
|
111.26
|
|
|
$
|
133.23
|
|
|
$
|
139.89
|
|
|
$
|
205.92
|
|
|
$
|
216.24
|
|
S&P 500 Index
|
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.29
|
|
|
180.75
|
|
||||||
S&P Midcap 400 Index
|
|
100.00
|
|
|
98.27
|
|
|
115.84
|
|
|
154.64
|
|
|
169.75
|
|
|
166.05
|
|
||||||
FTSE NAREIT All Equity REITs Index
|
|
100.00
|
|
|
108.28
|
|
|
129.62
|
|
|
133.32
|
|
|
170.68
|
|
|
175.51
|
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
|
|
||||||
October 1, 2015 to October 31, 2015
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
—
|
|
|
November 1, 2015 to November 30, 2015
|
|
4,140,788
|
|
(3)
|
|
78.26
|
|
|
4,140,788
|
|
(3)
|
|
800,000,000
|
|
(4)
|
||
December 1, 2015 to December 31, 2015
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
||
|
|
4,140,788
|
|
|
|
$
|
78.26
|
|
|
4,140,788
|
|
|
|
$
|
800,000,000
|
|
|
(1)
|
The average price paid per share is calculated on a trade date basis.
|
(2)
|
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 warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares from time to time as permitted by securities law and other legal requirements.
|
(3)
|
On
November 12, 2015
, the Company entered into an ASR to repurchase
$400.0 million
of the Company's common stock. In accordance with the ASR (See "Item 1. Business—Recent Developments—Other Events and Transactions"), the Company made a prepayment of
$400.0 million
and received an initial share delivery of
4,140,788
shares. On
January 20, 2016
, the ASR was completed and the Company received an additional delivery of
970,609
shares.
|
(4)
|
On
February 17, 2016
, the Company entered into another ASR to repurchase
$400.0 million
of the Company's common stock. In accordance with the ASR (See "Item 1. Business—Recent Developments—Other Events and Transactions"), the Company made a prepayment of
$400.0 million
and received an initial share delivery of
4,222,193
shares, resulting in an approximate dollar value that may be purchased under the program of
$400.0 million
.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum rents (1)
|
$
|
759,603
|
|
|
$
|
633,571
|
|
|
$
|
578,113
|
|
|
$
|
447,321
|
|
|
$
|
381,274
|
|
Percentage rents
|
25,693
|
|
|
24,350
|
|
|
23,156
|
|
|
21,388
|
|
|
16,818
|
|
|||||
Tenant recoveries
|
415,129
|
|
|
361,119
|
|
|
337,772
|
|
|
247,593
|
|
|
215,872
|
|
|||||
Other
|
61,470
|
|
|
52,226
|
|
|
50,242
|
|
|
39,980
|
|
|
30,376
|
|
|||||
Management Companies
|
26,254
|
|
|
33,981
|
|
|
40,192
|
|
|
41,235
|
|
|
40,404
|
|
|||||
Total revenues
|
1,288,149
|
|
|
1,105,247
|
|
|
1,029,475
|
|
|
797,517
|
|
|
684,744
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Shopping center and operating expenses
|
379,815
|
|
|
353,505
|
|
|
329,795
|
|
|
251,923
|
|
|
213,832
|
|
|||||
Management Companies' operating expenses
|
92,340
|
|
|
88,424
|
|
|
93,461
|
|
|
85,610
|
|
|
86,587
|
|
|||||
REIT general and administrative expenses
|
29,870
|
|
|
29,412
|
|
|
27,772
|
|
|
20,412
|
|
|
21,113
|
|
|||||
Costs related to unsolicited takeover offer (2)
|
25,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
464,472
|
|
|
378,716
|
|
|
357,165
|
|
|
277,621
|
|
|
227,980
|
|
|||||
Interest expense
|
211,943
|
|
|
190,689
|
|
|
197,247
|
|
|
164,392
|
|
|
167,249
|
|
|||||
(Gain) loss on early extinguishment of debt, net (3)
|
(1,487
|
)
|
|
9,551
|
|
|
(1,432
|
)
|
|
—
|
|
|
1,485
|
|
|||||
Total expenses
|
1,202,157
|
|
|
1,050,297
|
|
|
1,004,008
|
|
|
799,958
|
|
|
718,246
|
|
|||||
Equity in income of unconsolidated joint ventures (4)
|
45,164
|
|
|
60,626
|
|
|
167,580
|
|
|
79,281
|
|
|
294,677
|
|
|||||
Co-venture expense
|
(11,804
|
)
|
|
(9,490
|
)
|
|
(8,864
|
)
|
|
(6,523
|
)
|
|
(5,806
|
)
|
|||||
Income tax benefit (5)
|
3,223
|
|
|
4,269
|
|
|
1,692
|
|
|
4,159
|
|
|
6,110
|
|
|||||
Gain (loss) on sale or write down of assets, net (6)
|
378,248
|
|
|
73,440
|
|
|
(78,057
|
)
|
|
28,734
|
|
|
(25,639
|
)
|
|||||
Gain on remeasurement of assets (7)
|
22,089
|
|
|
1,423,136
|
|
|
51,205
|
|
|
199,956
|
|
|
3,602
|
|
|||||
Income from continuing operations
|
522,912
|
|
|
1,606,931
|
|
|
159,023
|
|
|
303,166
|
|
|
239,442
|
|
|||||
Discontinued operations: (8)
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain (loss) on disposition of assets, net
|
—
|
|
|
—
|
|
|
286,414
|
|
|
50,811
|
|
|
(67,333
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
3,522
|
|
|
12,412
|
|
|
(3,034
|
)
|
|||||
Total income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
289,936
|
|
|
63,223
|
|
|
(70,367
|
)
|
|||||
Net income
|
522,912
|
|
|
1,606,931
|
|
|
448,959
|
|
|
366,389
|
|
|
169,075
|
|
|||||
Less net income attributable to noncontrolling interests
|
35,350
|
|
|
107,889
|
|
|
28,869
|
|
|
28,963
|
|
|
12,209
|
|
|||||
Net income attributable to the Company
|
$
|
487,562
|
|
|
$
|
1,499,042
|
|
|
$
|
420,090
|
|
|
$
|
337,426
|
|
|
$
|
156,866
|
|
Earnings per common share ("EPS") attributable to the Company—basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
1.07
|
|
|
$
|
2.07
|
|
|
$
|
1.67
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|
0.44
|
|
|
(0.49
|
)
|
|||||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
3.01
|
|
|
$
|
2.51
|
|
|
$
|
1.18
|
|
EPS attributable to the Company—diluted: (9)(10)
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
1.06
|
|
|
$
|
2.07
|
|
|
$
|
1.67
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|
0.44
|
|
|
(0.49
|
)
|
|||||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
3.00
|
|
|
$
|
2.51
|
|
|
$
|
1.18
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate (before accumulated depreciation)
|
$
|
10,689,656
|
|
|
$
|
12,777,882
|
|
|
$
|
9,181,338
|
|
|
$
|
9,012,706
|
|
|
$
|
7,489,735
|
|
Total assets
|
$
|
11,258,576
|
|
|
$
|
13,121,778
|
|
|
$
|
9,075,250
|
|
|
$
|
9,311,209
|
|
|
$
|
7,938,549
|
|
Total mortgage and notes payable
|
$
|
5,283,742
|
|
|
$
|
6,292,400
|
|
|
$
|
4,582,727
|
|
|
$
|
5,261,370
|
|
|
$
|
4,206,074
|
|
Equity(11)
|
$
|
5,071,239
|
|
|
$
|
6,039,849
|
|
|
$
|
3,718,717
|
|
|
$
|
3,416,251
|
|
|
$
|
3,164,651
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from operations ("FFO")—diluted (12)
|
$
|
642,268
|
|
|
$
|
542,754
|
|
|
$
|
527,574
|
|
|
$
|
577,862
|
|
|
$
|
399,559
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
540,377
|
|
|
$
|
400,706
|
|
|
$
|
422,035
|
|
|
$
|
351,296
|
|
|
$
|
237,285
|
|
Investing activities
|
$
|
(101,024
|
)
|
|
$
|
(255,791
|
)
|
|
$
|
271,867
|
|
|
$
|
(963,374
|
)
|
|
$
|
(212,086
|
)
|
Financing activities
|
$
|
(437,750
|
)
|
|
$
|
(129,723
|
)
|
|
$
|
(689,980
|
)
|
|
$
|
610,623
|
|
|
$
|
(403,596
|
)
|
Number of Centers at year end
|
58
|
|
|
60
|
|
|
64
|
|
|
70
|
|
|
79
|
|
|||||
Regional Shopping Centers portfolio occupancy (13)
|
96.1
|
%
|
|
95.8
|
%
|
|
94.6
|
%
|
|
93.8
|
%
|
|
92.7
|
%
|
|||||
Regional Shopping Centers portfolio sales per square foot (14)
|
$
|
635
|
|
|
$
|
587
|
|
|
$
|
562
|
|
|
$
|
517
|
|
|
$
|
489
|
|
Weighted average number of shares outstanding—EPS basic
|
157,916
|
|
|
143,144
|
|
|
139,598
|
|
|
134,067
|
|
|
131,628
|
|
|||||
Weighted average number of shares outstanding—EPS diluted(10)
|
158,060
|
|
|
143,291
|
|
|
139,680
|
|
|
134,148
|
|
|
131,628
|
|
|||||
Distributions declared per common share (15)
|
$
|
6.63
|
|
|
$
|
2.51
|
|
|
$
|
2.36
|
|
|
$
|
2.23
|
|
|
$
|
2.05
|
|
(1)
|
Minimum rents were increased by amortization of above and below-market leases of
$16.5 million
,
$9.1 million
,
$6.6 million
,
$5.2 million
and
$9.3 million
for the years ended
December 31, 2015
,
2014
,
2013
,
2012
and
2011
, respectively.
|
(2)
|
Costs related to unsolicited takeover offer from Simon. See "Item 1. Business—Recent Developments—Other Events and Transactions".
|
(3)
|
The Company repurchased
$180.3 million
of its convertible senior notes ("Senior Notes") during the year ended December 31, 2011 that resulted in a loss of
$1.5 million
on the early extinguishment of debt. The (gain) loss on early extinguishment of debt, net for the year ended
December 31, 2015
includes the loss on the extinguishment of a term loan of
$0.6 million
. The (gain) loss on early extinguishment of debt, net for the years ended
December 31, 2015
,
2014
and
2013
also includes the (gain) loss on the extinguishment of mortgage notes payable of
$(2.1) million
,
$9.6 million
and
$(1.4) million
, respectively.
|
(4)
|
On
February 24, 2011
, the Company's joint venture in
Kierland Commons Investment LLC
(“KCI”) acquired an additional ownership interest in
PHXAZ/Kierland Commons, L.L.C. (“Kierland Commons”)
for
$105.6 million
. The Company's share of the purchase price consisted of a cash payment of
$34.2 million
and the assumption of a pro rata share of debt of
$18.6 million
. As a result of this transaction, KCI increased its ownership interest in Kierland Commons from
49%
to
100%
. KCI accounted for the acquisition as a business combination achieved in stages and recognized a remeasurement gain of
$25.0 million
based on the acquisition date fair value and its previously held investment in Kierland Commons. As a result of this transaction, the Company's ownership interest in KCI increased from
24.5%
to
50%
. The Company's pro rata share of the gain recognized by KCI was
$12.5 million
and was included in equity in income from unconsolidated joint ventures.
|
(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 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
, and
$1.9 million
from the acquisition of
Desert Sky Mall
and
$1.7 million
from the acquisition of
Superstition Springs Land
during the
year ended
December 31, 2011.
|
(8)
|
Discontinued operations include the following:
|
(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 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") and Adjusted Funds From Operations ("AFFO")".
|
(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 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 years ended December 31, 2012 and 2011 excluded The Shops at Atlas Park and Southridge Center.
|
(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, 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.
|
(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. 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
.
|
Buildings and improvements
|
5 - 40 years
|
Tenant improvements
|
5 - 7 years
|
Equipment and furnishings
|
5 - 7 years
|
Deferred lease costs
|
1 - 15 years
|
Deferred financing costs
|
1 - 15 years
|
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Consolidated Centers:
|
|
|
|
|
|
||||||
Acquisitions of property and equipment (1)
|
$
|
79,753
|
|
|
$
|
97,919
|
|
|
$
|
591,565
|
|
Development, redevelopment, expansion and renovation of Centers
|
218,741
|
|
|
197,934
|
|
|
164,340
|
|
|||
Tenant allowances
|
30,368
|
|
|
30,464
|
|
|
20,949
|
|
|||
Deferred leasing charges
|
26,835
|
|
|
26,605
|
|
|
23,926
|
|
|||
|
$
|
355,697
|
|
|
$
|
352,922
|
|
|
$
|
800,780
|
|
Joint Venture Centers (at Company's pro rata share):
|
|
|
|
|
|
||||||
Acquisitions of property and equipment
|
$
|
160,001
|
|
|
$
|
158,792
|
|
|
$
|
8,182
|
|
Development, redevelopment, expansion and renovation of Centers
|
132,924
|
|
|
201,843
|
|
|
118,764
|
|
|||
Tenant allowances
|
6,285
|
|
|
4,847
|
|
|
8,086
|
|
|||
Deferred leasing charges
|
3,348
|
|
|
2,965
|
|
|
3,331
|
|
|||
|
$
|
302,558
|
|
|
$
|
368,447
|
|
|
$
|
138,363
|
|
(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).
|
|
|
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)
|
|
$
|
6,306,548
|
|
|
$
|
177,879
|
|
|
$
|
1,633,578
|
|
|
$
|
2,235,603
|
|
|
$
|
2,259,488
|
|
Operating lease obligations(2)
|
|
344,996
|
|
|
15,695
|
|
|
26,881
|
|
|
19,266
|
|
|
283,154
|
|
|||||
Purchase obligations(2)
|
|
32,006
|
|
|
32,006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities(3)
|
|
690,191
|
|
|
653,163
|
|
|
3,470
|
|
|
3,842
|
|
|
29,716
|
|
|||||
|
|
$
|
7,373,741
|
|
|
$
|
878,743
|
|
|
$
|
1,663,929
|
|
|
$
|
2,258,711
|
|
|
$
|
2,572,358
|
|
(1)
|
Interest payments on floating rate debt were based on rates in effect at
December 31, 2015
.
|
(2)
|
See Note
16
—
Commitments and Contingencies
in the Company's Notes to the Consolidated Financial Statements.
|
(3)
|
Includes $337.7 million accrued Special Dividend (See Note
12
—
Stockholders' Equity
in the Company's Notes to the Consolidated Financial Statements).
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net income attributable to the Company
|
$
|
487,562
|
|
|
$
|
1,499,042
|
|
|
$
|
420,090
|
|
|
$
|
337,426
|
|
|
$
|
156,866
|
|
Adjustments to reconcile net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interests in the Operating Partnership
|
32,615
|
|
|
105,584
|
|
|
29,637
|
|
|
27,359
|
|
|
13,529
|
|
|||||
(Gain) loss on sale or write down of consolidated assets, net
|
(378,248
|
)
|
|
(73,440
|
)
|
|
(207,105
|
)
|
|
40,381
|
|
|
79,940
|
|
|||||
Gain on remeasurement of consolidated assets
|
(22,089
|
)
|
|
(1,423,136
|
)
|
|
(51,205
|
)
|
|
(199,956
|
)
|
|
(3,602
|
)
|
|||||
Add: gain (loss) on undepreciated assets—consolidated assets
|
1,326
|
|
|
1,396
|
|
|
2,546
|
|
|
(390
|
)
|
|
2,277
|
|
|||||
Add: noncontrolling interests share of gain (loss) on sale of assets—consolidated joint ventures
|
481
|
|
|
146
|
|
|
(2,082
|
)
|
|
1,899
|
|
|
(1,441
|
)
|
|||||
(Gain) loss on sale or write down of assets—unconsolidated joint ventures(1)
|
(4,392
|
)
|
|
1,237
|
|
|
(94,372
|
)
|
|
(2,019
|
)
|
|
(200,828
|
)
|
|||||
Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1)
|
4,395
|
|
|
2,621
|
|
|
602
|
|
|
1,163
|
|
|
51
|
|
|||||
Depreciation and amortization on consolidated assets
|
464,472
|
|
|
378,716
|
|
|
374,425
|
|
|
307,193
|
|
|
269,286
|
|
|||||
Less: noncontrolling interests in depreciation and amortization—consolidated joint ventures
|
(14,962
|
)
|
|
(20,700
|
)
|
|
(19,928
|
)
|
|
(18,561
|
)
|
|
(18,022
|
)
|
|||||
Depreciation and amortization—unconsolidated joint ventures(1)
|
84,160
|
|
|
82,570
|
|
|
86,866
|
|
|
96,228
|
|
|
115,431
|
|
|||||
Less: depreciation on personal property
|
(13,052
|
)
|
|
(11,282
|
)
|
|
(11,900
|
)
|
|
(12,861
|
)
|
|
(13,928
|
)
|
|||||
FFO attributable to common stockholders and unit holders—basic and diluted
|
642,268
|
|
|
542,754
|
|
|
527,574
|
|
|
577,862
|
|
|
399,559
|
|
|||||
(Gain) loss on early extinguishment of debt, net—consolidated assets
|
(1,487
|
)
|
|
9,551
|
|
|
(2,684
|
)
|
|
—
|
|
|
10,588
|
|
|||||
Gain on early extinguishment of debt, net—unconsolidated joint ventures(1)
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
(7,852
|
)
|
|||||
FFO attributable to common stockholders and unit holders excluding early extinguishment of debt, net—diluted
|
640,781
|
|
|
552,305
|
|
|
524,538
|
|
|
577,862
|
|
|
402,295
|
|
|||||
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
|
665,985
|
|
|
552,305
|
|
|
524,538
|
|
|
577,862
|
|
|
402,295
|
|
|||||
Shoppingtown Mall
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
3,491
|
|
|||||
Valley View Center
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,105
|
)
|
|
8,786
|
|
|||||
Prescott Gateway
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,296
|
)
|
|
—
|
|
|||||
AFFO and AFFO attributable to common stockholders and unit holders—diluted
|
$
|
665,985
|
|
|
$
|
552,305
|
|
|
$
|
524,538
|
|
|
$
|
460,883
|
|
|
$
|
414,572
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO attributable to common stockholders and unit holders—basic(2)
|
168,478
|
|
|
153,224
|
|
|
149,444
|
|
|
144,937
|
|
|
142,986
|
|
|||||
Adjustments for the impact of dilutive securities in computing FFO—diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Share and unit-based compensation
|
144
|
|
|
147
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|||||
FFO attributable to common stockholders and unit holders—diluted(3)
|
168,622
|
|
|
153,371
|
|
|
149,526
|
|
|
144,937
|
|
|
142,986
|
|
(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, 2015
,
2014
,
2013
,
2012
and
2011
, there were
10.6 million
,
10.1 million
,
9.8 million
,
10.9 million
and
11.4 million
OP Units outstanding, respectively.
|
(3)
|
The computation of FFO and AFFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the 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 and AFFO-diluted computation.
|
|
Expected Maturity Date
|
|
|
|
|
||||||||||||||||||||||||||
|
For the years ending December 31,
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
CONSOLIDATED CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
104,444
|
|
|
$
|
177,767
|
|
|
$
|
698,800
|
|
|
$
|
810,012
|
|
|
$
|
335,632
|
|
|
$
|
2,175,324
|
|
|
$
|
4,301,979
|
|
|
$
|
4,318,020
|
|
Average interest rate
|
4.03
|
%
|
|
2.61
|
%
|
|
3.38
|
%
|
|
3.64
|
%
|
|
5.15
|
%
|
|
3.87
|
%
|
|
3.80
|
%
|
|
|
|
||||||||
Floating rate
|
67,763
|
|
|
64,000
|
|
|
650,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
981,763
|
|
|
960,189
|
|
||||||||
Average interest rate
|
2.17
|
%
|
|
3.30
|
%
|
|
1.95
|
%
|
|
—
|
%
|
|
1.84
|
%
|
|
—
|
%
|
|
2.03
|
%
|
|
|
|
||||||||
Total debt—Consolidated Centers
|
$
|
172,207
|
|
|
$
|
241,767
|
|
|
$
|
1,348,800
|
|
|
$
|
810,012
|
|
|
$
|
535,632
|
|
|
$
|
2,175,324
|
|
|
$
|
5,283,742
|
|
|
$
|
5,278,209
|
|
UNCONSOLIDATED JOINT VENTURE CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long term debt (at Company's pro rata share):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
159,861
|
|
|
$
|
17,893
|
|
|
$
|
18,603
|
|
|
$
|
19,845
|
|
|
$
|
26,049
|
|
|
$
|
1,550,237
|
|
|
$
|
1,792,488
|
|
|
$
|
1,814,610
|
|
Average interest rate
|
7.02
|
%
|
|
4.09
|
%
|
|
4.09
|
%
|
|
4.06
|
%
|
|
3.97
|
%
|
|
3.88
|
%
|
|
4.13
|
%
|
|
|
|
||||||||
Floating rate
|
1,131
|
|
|
1,299
|
|
|
73,756
|
|
|
114
|
|
|
37,993
|
|
|
56,250
|
|
|
170,543
|
|
|
169,012
|
|
||||||||
Average interest rate
|
2.30
|
%
|
|
2.39
|
%
|
|
2.35
|
%
|
|
2.63
|
%
|
|
2.39
|
%
|
|
1.44
|
%
|
|
2.06
|
%
|
|
|
|
||||||||
Total debt—Unconsolidated Joint Venture Centers
|
$
|
160,992
|
|
|
$
|
19,192
|
|
|
$
|
92,359
|
|
|
$
|
19,959
|
|
|
$
|
64,042
|
|
|
$
|
1,606,487
|
|
|
$
|
1,963,031
|
|
|
$
|
1,983,622
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS:
|
|
|
|
||||
Property, net
|
$
|
8,796,912
|
|
|
$
|
11,067,890
|
|
Cash and cash equivalents
|
86,510
|
|
|
84,907
|
|
||
Restricted cash
|
41,389
|
|
|
13,530
|
|
||
Tenant and other receivables, net
|
130,002
|
|
|
132,026
|
|
||
Deferred charges and other assets, net
|
587,283
|
|
|
759,061
|
|
||
Due from affiliates
|
83,928
|
|
|
80,232
|
|
||
Investments in unconsolidated joint ventures
|
1,532,552
|
|
|
984,132
|
|
||
Total assets
|
$
|
11,258,576
|
|
|
$
|
13,121,778
|
|
LIABILITIES AND EQUITY:
|
|
|
|
||||
Mortgage notes payable:
|
|
|
|
||||
Related parties
|
$
|
181,318
|
|
|
$
|
289,039
|
|
Others
|
4,443,294
|
|
|
5,115,482
|
|
||
Total
|
4,624,612
|
|
|
5,404,521
|
|
||
Bank and other notes payable
|
659,130
|
|
|
887,879
|
|
||
Accounts payable and accrued expenses
|
74,398
|
|
|
115,406
|
|
||
Accrued dividend
|
337,703
|
|
|
—
|
|
||
Other accrued liabilities
|
403,281
|
|
|
568,716
|
|
||
Distributions in excess of investments in unconsolidated joint ventures
|
24,457
|
|
|
29,957
|
|
||
Co-venture obligation
|
63,756
|
|
|
75,450
|
|
||
Total liabilities
|
6,187,337
|
|
|
7,081,929
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value, 250,000,000 shares authorized, 154,404,986 and 158,201,996 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
1,544
|
|
|
1,582
|
|
||
Additional paid-in capital
|
4,926,630
|
|
|
5,041,797
|
|
||
(Accumulated deficit) retained earnings
|
(212,760
|
)
|
|
596,741
|
|
||
Total stockholders' equity
|
4,715,414
|
|
|
5,640,120
|
|
||
Noncontrolling interests
|
355,825
|
|
|
399,729
|
|
||
Total equity
|
5,071,239
|
|
|
6,039,849
|
|
||
Total liabilities and equity
|
$
|
11,258,576
|
|
|
$
|
13,121,778
|
|
|
For The Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
759,603
|
|
|
$
|
633,571
|
|
|
$
|
578,113
|
|
Percentage rents
|
25,693
|
|
|
24,350
|
|
|
23,156
|
|
|||
Tenant recoveries
|
415,129
|
|
|
361,119
|
|
|
337,772
|
|
|||
Other
|
61,470
|
|
|
52,226
|
|
|
50,242
|
|
|||
Management Companies
|
26,254
|
|
|
33,981
|
|
|
40,192
|
|
|||
Total revenues
|
1,288,149
|
|
|
1,105,247
|
|
|
1,029,475
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
379,815
|
|
|
353,505
|
|
|
329,795
|
|
|||
Management Companies' operating expenses
|
92,340
|
|
|
88,424
|
|
|
93,461
|
|
|||
REIT general and administrative expenses
|
29,870
|
|
|
29,412
|
|
|
27,772
|
|
|||
Costs related to unsolicited takeover offer
|
25,204
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
464,472
|
|
|
378,716
|
|
|
357,165
|
|
|||
|
991,701
|
|
|
850,057
|
|
|
808,193
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Related parties
|
10,515
|
|
|
15,134
|
|
|
15,016
|
|
|||
Other
|
201,428
|
|
|
175,555
|
|
|
182,231
|
|
|||
|
211,943
|
|
|
190,689
|
|
|
197,247
|
|
|||
(Gain) loss on early extinguishment of debt, net
|
(1,487
|
)
|
|
9,551
|
|
|
(1,432
|
)
|
|||
Total expenses
|
1,202,157
|
|
|
1,050,297
|
|
|
1,004,008
|
|
|||
Equity in income of unconsolidated joint ventures
|
45,164
|
|
|
60,626
|
|
|
167,580
|
|
|||
Co-venture expense
|
(11,804
|
)
|
|
(9,490
|
)
|
|
(8,864
|
)
|
|||
Income tax benefit
|
3,223
|
|
|
4,269
|
|
|
1,692
|
|
|||
Gain (loss) on sale or write down of assets, net
|
378,248
|
|
|
73,440
|
|
|
(78,057
|
)
|
|||
Gain on remeasurement of assets
|
22,089
|
|
|
1,423,136
|
|
|
51,205
|
|
|||
Income from continuing operations
|
522,912
|
|
|
1,606,931
|
|
|
159,023
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Gain on disposition of assets, net
|
—
|
|
|
—
|
|
|
286,414
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
3,522
|
|
|||
Total income from discontinued operations
|
—
|
|
|
—
|
|
|
289,936
|
|
|||
Net income
|
522,912
|
|
|
1,606,931
|
|
|
448,959
|
|
|||
Less net income attributable to noncontrolling interests
|
35,350
|
|
|
107,889
|
|
|
28,869
|
|
|||
Net income attributable to the Company
|
$
|
487,562
|
|
|
$
|
1,499,042
|
|
|
$
|
420,090
|
|
Earnings per common share attributable to Company—basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
1.07
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
3.01
|
|
Earnings per common share attributable to Company—diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
1.06
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
3.00
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
157,916,000
|
|
|
143,144,000
|
|
|
139,598,000
|
|
|||
Diluted
|
158,060,000
|
|
|
143,291,000
|
|
|
139,680,000
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders'
Equity |
|
|
|
|
|||||||||||||||
|
Shares
|
|
Par
Value
|
|
|
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance at January 1, 2013
|
137,507,010
|
|
|
$
|
1,375
|
|
|
$
|
3,715,895
|
|
|
$
|
(639,741
|
)
|
|
$
|
3,077,529
|
|
|
$
|
338,722
|
|
|
$
|
3,416,251
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
420,090
|
|
|
420,090
|
|
|
28,869
|
|
|
448,959
|
|
||||||
Amortization of share and unit-based plans
|
88,039
|
|
|
—
|
|
|
28,122
|
|
|
—
|
|
|
28,122
|
|
|
—
|
|
|
28,122
|
|
||||||
Exercise of stock options
|
2,700
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
||||||
Employee stock purchases
|
22,112
|
|
|
—
|
|
|
1,089
|
|
|
—
|
|
|
1,089
|
|
|
—
|
|
|
1,089
|
|
||||||
Stock offering, net
|
2,456,956
|
|
|
25
|
|
|
171,077
|
|
|
—
|
|
|
171,102
|
|
|
—
|
|
|
171,102
|
|
||||||
Distributions paid ($2.36) per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(329,155
|
)
|
|
(329,155
|
)
|
|
—
|
|
|
(329,155
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,202
|
)
|
|
(31,202
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,079
|
|
|
18,079
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(3,561
|
)
|
|
—
|
|
|
(3,561
|
)
|
|
—
|
|
|
(3,561
|
)
|
||||||
Conversion of noncontrolling interests to common shares
|
656,866
|
|
|
7
|
|
|
12,977
|
|
|
—
|
|
|
12,984
|
|
|
(12,984
|
)
|
|
—
|
|
||||||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(733
|
)
|
|
—
|
|
|
(733
|
)
|
|
(333
|
)
|
|
(1,066
|
)
|
||||||
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(18,817
|
)
|
|
—
|
|
|
(18,817
|
)
|
|
18,817
|
|
|
—
|
|
||||||
Balance at December 31, 2013
|
140,733,683
|
|
|
$
|
1,407
|
|
|
$
|
3,906,148
|
|
|
$
|
(548,806
|
)
|
|
$
|
3,358,749
|
|
|
$
|
359,968
|
|
|
$
|
3,718,717
|
|
|
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, 2013
|
140,733,683
|
|
|
$
|
1,407
|
|
|
$
|
3,906,148
|
|
|
$
|
(548,806
|
)
|
|
$
|
3,358,749
|
|
|
$
|
359,968
|
|
|
$
|
3,718,717
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,499,042
|
|
|
1,499,042
|
|
|
107,889
|
|
|
1,606,931
|
|
||||||
Amortization of share and unit-based plans
|
168,379
|
|
|
2
|
|
|
34,871
|
|
|
—
|
|
|
34,873
|
|
|
—
|
|
|
34,873
|
|
||||||
Employee stock purchases
|
25,007
|
|
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
||||||
Stock issued to acquire properties
|
17,140,845
|
|
|
172
|
|
|
1,161,102
|
|
|
—
|
|
|
1,161,274
|
|
|
—
|
|
|
1,161,274
|
|
||||||
Distributions paid ($2.51) per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(353,495
|
)
|
|
(353,495
|
)
|
|
—
|
|
|
(353,495
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,230
|
)
|
|
(32,230
|
)
|
||||||
Change in noncontrolling interests due to acquisition/disposition of consolidated entities
|
—
|
|
|
—
|
|
|
(3,858
|
)
|
|
—
|
|
|
(3,858
|
)
|
|
(93,358
|
)
|
|
(97,216
|
)
|
||||||
Conversion of noncontrolling interests to common shares
|
134,082
|
|
|
1
|
|
|
2,409
|
|
|
—
|
|
|
2,410
|
|
|
(2,410
|
)
|
|
—
|
|
||||||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|
(79
|
)
|
|
(236
|
)
|
||||||
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(59,949
|
)
|
|
—
|
|
|
(59,949
|
)
|
|
59,949
|
|
|
—
|
|
||||||
Balance at December 31, 2014
|
158,201,996
|
|
|
$
|
1,582
|
|
|
$
|
5,041,797
|
|
|
$
|
596,741
|
|
|
$
|
5,640,120
|
|
|
$
|
399,729
|
|
|
$
|
6,039,849
|
|
|
|
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, 2014
|
|
158,201,996
|
|
|
$
|
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 plans
|
|
241,186
|
|
|
2
|
|
|
34,373
|
|
|
—
|
|
|
34,375
|
|
|
—
|
|
|
34,375
|
|
||||||
Employee stock purchases
|
|
23,036
|
|
|
—
|
|
|
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 shares
|
|
79,556
|
|
|
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, 2015
|
|
154,404,986
|
|
|
$
|
1,544
|
|
|
$
|
4,926,630
|
|
|
$
|
(212,760
|
)
|
|
$
|
4,715,414
|
|
|
$
|
355,825
|
|
|
$
|
5,071,239
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
522,912
|
|
|
$
|
1,606,931
|
|
|
$
|
448,959
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Gain) loss on early extinguishment of debt, net
|
(16,066
|
)
|
|
526
|
|
|
(1,432
|
)
|
|||
(Gain) loss on sale or write down of assets, net
|
(378,248
|
)
|
|
(73,440
|
)
|
|
78,057
|
|
|||
Gain on remeasurement of assets
|
(22,089
|
)
|
|
(1,423,136
|
)
|
|
(51,205
|
)
|
|||
Gain on disposition of assets, net from discontinued operations
|
—
|
|
|
—
|
|
|
(286,414
|
)
|
|||
Depreciation and amortization
|
471,320
|
|
|
387,785
|
|
|
383,002
|
|
|||
Amortization of net premium on mortgage notes payable
|
(20,232
|
)
|
|
(8,906
|
)
|
|
(6,822
|
)
|
|||
Amortization of share and unit-based plans
|
28,367
|
|
|
29,463
|
|
|
24,207
|
|
|||
Straight-line rent adjustment
|
(7,192
|
)
|
|
(5,825
|
)
|
|
(7,987
|
)
|
|||
Amortization of above and below-market leases
|
(16,510
|
)
|
|
(9,083
|
)
|
|
(6,726
|
)
|
|||
Provision for doubtful accounts
|
4,698
|
|
|
3,962
|
|
|
4,150
|
|
|||
Income tax benefit
|
(3,223
|
)
|
|
(4,269
|
)
|
|
(1,692
|
)
|
|||
Equity in income of unconsolidated joint ventures
|
(45,164
|
)
|
|
(60,626
|
)
|
|
(167,580
|
)
|
|||
Co-venture expense
|
11,804
|
|
|
9,490
|
|
|
8,864
|
|
|||
Distributions of income from unconsolidated joint ventures
|
4,541
|
|
|
2,412
|
|
|
8,538
|
|
|||
Changes in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Tenant and other receivables
|
1,908
|
|
|
(12,356
|
)
|
|
(5,482
|
)
|
|||
Other assets
|
13,892
|
|
|
(15,594
|
)
|
|
7,761
|
|
|||
Due from affiliates
|
(7,025
|
)
|
|
(1,770
|
)
|
|
266
|
|
|||
Accounts payable and accrued expenses
|
(4,014
|
)
|
|
(123
|
)
|
|
(747
|
)
|
|||
Other accrued liabilities
|
698
|
|
|
(24,735
|
)
|
|
(5,682
|
)
|
|||
Net cash provided by operating activities
|
540,377
|
|
|
400,706
|
|
|
422,035
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of properties
|
(26,250
|
)
|
|
(15,233
|
)
|
|
(516,239
|
)
|
|||
Development, redevelopment, expansion and renovation of properties
|
(272,334
|
)
|
|
(185,412
|
)
|
|
(158,682
|
)
|
|||
Property improvements
|
(53,335
|
)
|
|
(66,718
|
)
|
|
(51,683
|
)
|
|||
Cash acquired from acquisitions
|
—
|
|
|
28,890
|
|
|
—
|
|
|||
Proceeds from note receivable
|
1,833
|
|
|
4,825
|
|
|
8,347
|
|
|||
Issuance of notes receivable
|
—
|
|
|
(65,130
|
)
|
|
(13,330
|
)
|
|||
Proceeds from maturities of marketable securities
|
—
|
|
|
—
|
|
|
23,769
|
|
|||
Deposit on acquisition of property
|
(12,500
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred leasing costs
|
(33,902
|
)
|
|
(28,019
|
)
|
|
(27,669
|
)
|
|||
Distributions from unconsolidated joint ventures
|
105,640
|
|
|
78,222
|
|
|
618,048
|
|
|||
Contributions to unconsolidated joint ventures
|
(426,186
|
)
|
|
(336,621
|
)
|
|
(97,898
|
)
|
|||
Collections of loans to unconsolidated joint ventures, net
|
—
|
|
|
2,756
|
|
|
589
|
|
|||
Proceeds from sale of assets
|
646,898
|
|
|
320,123
|
|
|
416,077
|
|
|||
Restricted cash
|
(30,888
|
)
|
|
6,526
|
|
|
70,538
|
|
|||
Net cash (used in) provided by investing activities
|
(101,024
|
)
|
|
(255,791
|
)
|
|
271,867
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgages, bank and other notes payable
|
4,080,671
|
|
|
1,204,946
|
|
|
2,572,764
|
|
|||
Payments on mortgages, bank and other notes payable
|
(3,284,213
|
)
|
|
(853,080
|
)
|
|
(3,051,072
|
)
|
|||
Deferred financing costs
|
(11,805
|
)
|
|
(1,267
|
)
|
|
(11,966
|
)
|
|||
Payment of finance deposits, net of refunds received
|
(11,138
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from share and unit-based plans
|
1,512
|
|
|
1,231
|
|
|
1,188
|
|
|||
Proceeds from stock offerings
|
—
|
|
|
—
|
|
|
173,011
|
|
|||
Payment of stock issuance costs
|
—
|
|
|
(5,503
|
)
|
|
(1,909
|
)
|
|||
Stock repurchases
|
(400,144
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of noncontrolling interests
|
(456
|
)
|
|
(236
|
)
|
|
(1,066
|
)
|
|||
Contributions from noncontrolling interests
|
23
|
|
|
—
|
|
|
4,140
|
|
|||
Purchase of noncontrolling interest
|
(1,593
|
)
|
|
(55,867
|
)
|
|
—
|
|
|||
Payment of contingent consideration
|
—
|
|
|
(18,667
|
)
|
|
—
|
|
|||
Dividends and distributions
|
(787,109
|
)
|
|
(385,725
|
)
|
|
(355,506
|
)
|
|||
Distributions to co-venture partner
|
(23,498
|
)
|
|
(15,555
|
)
|
|
(19,564
|
)
|
|||
Net cash used in financing activities
|
(437,750
|
)
|
|
(129,723
|
)
|
|
(689,980
|
)
|
|||
Net increase in cash and cash equivalents
|
1,603
|
|
|
15,192
|
|
|
3,922
|
|
|||
Cash and cash equivalents, beginning of year
|
84,907
|
|
|
69,715
|
|
|
65,793
|
|
|||
Cash and cash equivalents, end of year
|
$
|
86,510
|
|
|
$
|
84,907
|
|
|
$
|
69,715
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
$
|
231,106
|
|
|
$
|
186,877
|
|
|
$
|
195,129
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
52,983
|
|
|
$
|
83,108
|
|
|
$
|
41,334
|
|
Acquisition of property by issuance of common stock
|
$
|
—
|
|
|
$
|
1,166,777
|
|
|
$
|
—
|
|
Conversion of Operating Partnership Units to common stock
|
$
|
1,559
|
|
|
$
|
2,410
|
|
|
$
|
12,984
|
|
Accrued dividend
|
$
|
337,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities
|
$
|
—
|
|
|
$
|
1,414,659
|
|
|
$
|
257,064
|
|
Mortgage notes payable settled in deed-in-lieu of foreclosure
|
$
|
34,149
|
|
|
$
|
—
|
|
|
$
|
84,000
|
|
Mortgage notes payable assumed by buyers in sales of properties
|
$
|
—
|
|
|
$
|
31,725
|
|
|
$
|
224,737
|
|
Mortgage notes payable assumed by buyer in exchange for investment in unconsolidated joint venture
|
$
|
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
|
|
|
$
|
—
|
|
|
$
|
54,271
|
|
Application of deposit to acquire property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,000
|
|
Buildings and improvements
|
5 - 40 years
|
Tenant improvements
|
5 - 7 years
|
Equipment and furnishings
|
5 - 7 years
|
Deferred lease costs
|
1 - 15 years
|
Deferred financing costs
|
1 - 15 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
522,912
|
|
|
$
|
1,606,931
|
|
|
$
|
159,023
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
289,936
|
|
|||
Net income attributable to noncontrolling interests
|
(35,350
|
)
|
|
(107,889
|
)
|
|
(28,869
|
)
|
|||
Net income attributable to the Company
|
487,562
|
|
|
1,499,042
|
|
|
420,090
|
|
|||
Allocation of earnings to participating securities
|
(1,493
|
)
|
|
(1,576
|
)
|
|
(397
|
)
|
|||
Numerator for basic and diluted earnings per share—net income attributable to common stockholders
|
$
|
486,069
|
|
|
$
|
1,497,466
|
|
|
$
|
419,693
|
|
Denominator
|
|
|
|
|
|
||||||
Denominator for basic earnings per share—weighted average number of common shares outstanding
|
157,916
|
|
|
143,144
|
|
|
139,598
|
|
|||
Effect of dilutive securities (1)
|
|
|
|
|
|
||||||
Share and unit based compensation
|
144
|
|
|
147
|
|
|
82
|
|
|||
Denominator for diluted earnings per share—weighted average number of common shares outstanding
|
158,060
|
|
|
143,291
|
|
|
139,680
|
|
|||
Earnings per common share—basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
1.07
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.46
|
|
|
$
|
3.01
|
|
Earnings per common share—diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
1.06
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.94
|
|
|||
Net income attributable to common stockholders
|
$
|
3.08
|
|
|
$
|
10.45
|
|
|
$
|
3.00
|
|
(1)
|
Diluted EPS excludes
139,186
,
179,667
and
184,304
convertible preferred units for the years ended
December 31, 2015
,
2014
and
2013
, respectively, as their impact was antidilutive.
|
Joint Venture
|
Ownership %(1)
|
|
443 Wabash MAB LLC
|
45.0
|
%
|
AM Tysons LLC
|
50.0
|
%
|
Biltmore Shopping Center Partners LLC
|
50.0
|
%
|
Candlestick Center LLC—Fashion Outlets of San Francisco
|
50.1
|
%
|
Coolidge Holding LLC
|
37.5
|
%
|
Corte Madera Village, LLC
|
50.1
|
%
|
Fashion Outlets of Philadelphia—Various Entities
|
50.0
|
%
|
Jaren Associates #4
|
12.5
|
%
|
Kierland Commons Investment LLC
|
50.0
|
%
|
Macerich Northwestern Associates—Broadway Plaza
|
50.0
|
%
|
MS Portfolio LLC
|
50.0
|
%
|
North Bridge Chicago LLC
|
50.0
|
%
|
One Scottsdale Investors LLC
|
50.0
|
%
|
Pacific Premier Retail LLC—Various Properties
|
60.0
|
%
|
Propcor II Associates, LLC—Boulevard Shops
|
50.0
|
%
|
Scottsdale Fashion Square Partnership
|
50.0
|
%
|
The Market at Estrella Falls LLC
|
40.1
|
%
|
Tysons Corner LLC
|
50.0
|
%
|
Tysons Corner Hotel I LLC
|
50.0
|
%
|
Tysons Corner Property Holdings II LLC
|
50.0
|
%
|
Tysons Corner Property LLC
|
50.0
|
%
|
West Acres Development, LLP
|
19.0
|
%
|
Westcor/Gilbert, L.L.C.
|
50.0
|
%
|
Westcor/Queen Creek LLC
|
38.0
|
%
|
Westcor/Surprise Auto Park LLC
|
33.3
|
%
|
WMAP, L.L.C.—Atlas Park
|
50.0
|
%
|
(1)
|
The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
|
|
2015
|
|
2014
|
||||
Assets(1):
|
|
|
|
||||
Properties, net
|
$
|
6,334,442
|
|
|
$
|
2,967,878
|
|
Other assets
|
517,053
|
|
|
208,726
|
|
||
Total assets
|
$
|
6,851,495
|
|
|
$
|
3,176,604
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
Mortgage and other notes payable(2)
|
$
|
3,614,401
|
|
|
$
|
2,038,379
|
|
Other liabilities
|
358,156
|
|
|
195,766
|
|
||
Company's capital
|
1,585,796
|
|
|
489,349
|
|
||
Outside partners' capital
|
1,293,142
|
|
|
453,110
|
|
||
Total liabilities and partners' capital
|
$
|
6,851,495
|
|
|
$
|
3,176,604
|
|
Investment in unconsolidated joint ventures:
|
|
|
|
||||
Company's capital
|
$
|
1,585,796
|
|
|
$
|
489,349
|
|
Basis adjustment(3)
|
(77,701
|
)
|
|
464,826
|
|
||
|
$
|
1,508,095
|
|
|
$
|
954,175
|
|
Assets—Investments in unconsolidated joint ventures
|
$
|
1,532,552
|
|
|
$
|
984,132
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(24,457
|
)
|
|
(29,957
|
)
|
||
|
$
|
1,508,095
|
|
|
$
|
954,175
|
|
(1)
|
These amounts include the assets of
$3,283,702
and liabilities of
$1,938,241
of
Pacific Premier Retail LLC
as of
December 31, 2015
.
|
(2)
|
Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of
December 31, 2015
and
2014
, a total of
$5,000
and
$33,540
, respectively, could become recourse debt to the Company. As of
December 31, 2015
and
2014
, the Company has an indemnity agreement from a joint venture partner for
$2,500
and
$16,770
, respectively, of the guaranteed amount.
|
(3)
|
The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was
$5,619
,
$5,109
and
$10,734
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
|
|
Pacific
Premier Retail LLC(1) |
|
Other
Joint
Ventures
|
|
Total
|
||||||
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 income
|
|
|
$
|
(888
|
)
|
|
$
|
102,165
|
|
|
$
|
101,277
|
|
Company's equity in net income
|
|
|
$
|
1,409
|
|
|
$
|
43,755
|
|
|
$
|
45,164
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific
Premier Retail LLC(1) |
|
Other
Joint
Ventures
|
|
Total
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Minimum rents
|
|
|
$
|
118,164
|
|
|
$
|
300,560
|
|
|
$
|
418,724
|
|
Percentage rents
|
|
|
4,586
|
|
|
15,003
|
|
|
19,589
|
|
|||
Tenant recoveries
|
|
|
52,470
|
|
|
151,701
|
|
|
204,171
|
|
|||
Other
|
|
|
5,882
|
|
|
39,745
|
|
|
45,627
|
|
|||
Total revenues
|
|
|
181,102
|
|
|
507,009
|
|
|
688,111
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
|
|
53,039
|
|
|
176,779
|
|
|
229,818
|
|
|||
Interest expense
|
|
|
43,445
|
|
|
101,877
|
|
|
145,322
|
|
|||
Depreciation and amortization
|
|
|
39,616
|
|
|
107,693
|
|
|
147,309
|
|
|||
Total operating expenses
|
|
|
136,100
|
|
|
386,349
|
|
|
522,449
|
|
|||
Gain on sale of assets
|
|
|
182,754
|
|
|
7,772
|
|
|
190,526
|
|
|||
Gain on early extinguishment of debt
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|||
Net income
|
|
|
$
|
227,756
|
|
|
$
|
128,446
|
|
|
$
|
356,202
|
|
Company's equity in net income
|
|
|
$
|
110,798
|
|
|
$
|
56,782
|
|
|
$
|
167,580
|
|
|
|
|
|
|
|
|
|
(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.
|
|
2015
|
|
2014
|
||||
Land
|
$
|
1,894,717
|
|
|
$
|
2,242,291
|
|
Buildings and improvements
|
7,752,892
|
|
|
9,479,337
|
|
||
Tenant improvements
|
637,355
|
|
|
600,436
|
|
||
Equipment and furnishings
|
169,841
|
|
|
152,554
|
|
||
Construction in progress
|
234,851
|
|
|
303,264
|
|
||
|
10,689,656
|
|
|
12,777,882
|
|
||
Less accumulated depreciation
|
(1,892,744
|
)
|
|
(1,709,992
|
)
|
||
|
$
|
8,796,912
|
|
|
$
|
11,067,890
|
|
|
2015
|
|
2014
|
||||
Leasing
|
$
|
248,709
|
|
|
$
|
239,955
|
|
Financing
|
45,874
|
|
|
47,171
|
|
||
Intangible assets:
|
|
|
|
||||
In-place lease values(1)
|
196,969
|
|
|
298,825
|
|
||
Leasing commissions and legal costs(1)
|
52,000
|
|
|
72,432
|
|
||
Above-market leases
|
220,847
|
|
|
250,810
|
|
||
Deferred tax assets
|
38,847
|
|
|
35,625
|
|
||
Deferred compensation plan assets
|
37,341
|
|
|
35,194
|
|
||
Other assets
|
70,070
|
|
|
66,246
|
|
||
|
910,657
|
|
|
1,046,258
|
|
||
Less accumulated amortization(2)
|
(323,374
|
)
|
|
(287,197
|
)
|
||
|
$
|
587,283
|
|
|
$
|
759,061
|
|
(1)
|
The estimated amortization of these intangible assets for the next five years and thereafter is as follows:
|
(2)
|
Accumulated amortization includes
$109,453
and
$103,361
relating to in-place lease values, leasing commissions and legal costs at
December 31, 2015
and
2014
, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was
$69,460
,
$52,668
and
$53,139
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
2015
|
|
2014
|
||||
Above-Market Leases
|
|
|
|
||||
Original allocated value
|
$
|
220,847
|
|
|
$
|
250,810
|
|
Less accumulated amortization
|
(73,520
|
)
|
|
(59,696
|
)
|
||
|
$
|
147,327
|
|
|
$
|
191,114
|
|
Below-Market Leases(1)
|
|
|
|
||||
Original allocated value
|
$
|
227,063
|
|
|
$
|
375,033
|
|
Less accumulated amortization
|
(101,872
|
)
|
|
(93,511
|
)
|
||
|
$
|
125,191
|
|
|
$
|
281,522
|
|
(1)
|
Below‑market leases are included in other accrued liabilities.
|
Year Ending December 31,
|
|
Above
Market
|
|
Below
Market
|
||||
2016
|
|
$
|
18,360
|
|
|
$
|
20,309
|
|
2017
|
|
15,456
|
|
|
16,838
|
|
||
2018
|
|
13,045
|
|
|
15,054
|
|
||
2019
|
|
10,708
|
|
|
13,380
|
|
||
2020
|
|
9,176
|
|
|
10,649
|
|
||
Thereafter
|
|
80,582
|
|
|
48,961
|
|
||
|
|
$
|
147,327
|
|
|
$
|
125,191
|
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
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
|
|
|
$
|
—
|
|
|
$
|
228,703
|
|
|
2.76
|
%
|
|
$
|
1,131
|
|
|
2018
|
|
Chandler Fashion Center(6)
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
3.77
|
%
|
|
625
|
|
|
2019
|
|
|||||
Danbury Fair Mall
|
|
111,248
|
|
|
111,249
|
|
|
114,265
|
|
|
114,264
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|
|||||
Deptford Mall(7)
|
|
—
|
|
|
193,861
|
|
|
—
|
|
|
197,815
|
|
|
3.76
|
%
|
|
947
|
|
|
2023
|
|
|||||
Deptford Mall
|
|
—
|
|
|
14,001
|
|
|
—
|
|
|
14,285
|
|
|
6.46
|
%
|
|
101
|
|
|
2016
|
|
|||||
Eastland Mall(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Fashion Outlets of Chicago(9)
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
119,329
|
|
|
1.84
|
%
|
|
291
|
|
|
2020
|
|
|||||
Fashion Outlets of Niagara Falls USA
|
|
—
|
|
|
118,615
|
|
|
—
|
|
|
121,376
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|
|||||
Flagstaff Mall(10)
|
|
—
|
|
|
37,000
|
|
|
—
|
|
|
37,000
|
|
|
8.97
|
%
|
|
153
|
|
|
2015
|
|
|||||
FlatIron Crossing(7)
|
|
—
|
|
|
254,733
|
|
|
—
|
|
|
261,494
|
|
|
3.90
|
%
|
|
1,393
|
|
|
2021
|
|
|||||
Freehold Raceway Mall(6)
|
|
—
|
|
|
225,094
|
|
|
—
|
|
|
229,244
|
|
|
4.20
|
%
|
|
1,132
|
|
|
2018
|
|
|||||
Great Northern Mall(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Green Acres Mall
|
|
—
|
|
|
306,954
|
|
|
—
|
|
|
313,514
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|
|||||
Kings Plaza Shopping Center
|
|
—
|
|
|
470,627
|
|
|
—
|
|
|
480,761
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|
|||||
Lakewood Center(12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Los Cerritos Center(13)
|
|
—
|
|
|
—
|
|
|
103,274
|
|
|
103,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Northgate Mall(14)
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
64,000
|
|
|
3.30
|
%
|
|
143
|
|
|
2017
|
|
|||||
Oaks, The
|
|
—
|
|
|
205,986
|
|
|
—
|
|
|
210,197
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|
|||||
Pacific View
|
|
—
|
|
|
130,458
|
|
|
—
|
|
|
133,200
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|
|||||
Queens Center
|
|
—
|
|
|
600,000
|
|
|
—
|
|
|
600,000
|
|
|
3.49
|
%
|
|
1,744
|
|
|
2025
|
|
|||||
Santa Monica Place
|
|
—
|
|
|
225,089
|
|
|
—
|
|
|
230,344
|
|
|
2.99
|
%
|
|
1,004
|
|
|
2018
|
|
|||||
SanTan Village Regional Center
|
|
—
|
|
|
130,898
|
|
|
—
|
|
|
133,807
|
|
|
3.14
|
%
|
|
589
|
|
|
2019
|
|
|||||
Stonewood Center
|
|
—
|
|
|
105,494
|
|
|
—
|
|
|
111,297
|
|
|
1.80
|
%
|
|
640
|
|
|
2017
|
|
|||||
Superstition Springs Center(15)
|
|
—
|
|
|
67,763
|
|
|
—
|
|
|
68,079
|
|
|
2.17
|
%
|
|
149
|
|
|
2016
|
|
|||||
Towne Mall
|
|
—
|
|
|
22,200
|
|
|
—
|
|
|
22,607
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|
|||||
Tucson La Encantada
|
|
70,070
|
|
|
—
|
|
|
71,500
|
|
|
—
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|
|||||
Valley Mall(16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Valley River Center(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Victor Valley, Mall of
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
4.00
|
%
|
|
380
|
|
|
2024
|
|
|||||
Vintage Faire Mall(18)
|
|
—
|
|
|
276,117
|
|
|
—
|
|
|
—
|
|
|
3.55
|
%
|
|
1,255
|
|
|
2026
|
|
|||||
Washington Square(19)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
238,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Westside Pavilion
|
|
—
|
|
|
146,961
|
|
|
—
|
|
|
149,626
|
|
|
4.49
|
%
|
|
783
|
|
|
2022
|
|
|||||
|
|
$
|
181,318
|
|
|
$
|
4,443,294
|
|
|
$
|
289,039
|
|
|
$
|
5,115,482
|
|
|
|
|
|
|
|
|
|
|
(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.
|
Property Pledged as Collateral
|
|
2015
|
|
2014
|
||||
Arrowhead Towne Center
|
|
$
|
8,494
|
|
|
$
|
11,568
|
|
Deptford Mall
|
|
(3
|
)
|
|
(8
|
)
|
||
Fashion Outlets of Niagara Falls USA
|
|
4,486
|
|
|
5,414
|
|
||
Lakewood Center
|
|
—
|
|
|
3,708
|
|
||
Los Cerritos Center
|
|
—
|
|
|
17,965
|
|
||
Stonewood Center
|
|
5,168
|
|
|
7,980
|
|
||
Superstition Springs Center
|
|
263
|
|
|
579
|
|
||
Valley Mall
|
|
—
|
|
|
(132
|
)
|
||
Washington Square
|
|
—
|
|
|
9,847
|
|
||
|
|
$
|
18,408
|
|
|
$
|
56,921
|
|
(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
. 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
22
—
Subsequent Events
).
|
(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
22
—
Subsequent Events
).
|
(8)
|
On
December 1, 2015
, the Company paid off in full the loan on the property.
|
(9)
|
On
March 3, 2015
, the Company amended the loan on the property. The amended
$200,000
loan bears interest at
LIBOR
plus
1.50%
and matures on
March 31, 2020
. At
December 31, 2015
and
2014
, the total interest rate was
1.84%
and
2.97%
, respectively.
|
(10)
|
On
November 1, 2015
, this non-recourse loan went into maturity default. The Company is negotiating with the loan servicer, which will likely result in a transition of the property to the loan servicer or a receiver.
|
(11)
|
On
June 30, 2015
, the Company conveyed the property to the mortgage lender by a deed-in-lieu of foreclosure, which resulted in a loss of
$1,627
on the extinguishment of debt (See Note
14
—
Dispositions
).
|
(12)
|
On
March 2, 2015
, the Company paid off in full the loan on the property, which resulted in a gain of
$2,245
on the early extinguishment of debt as a result of writing off the related debt premium. On
May 12, 2015
, the Company placed a new
$410,000
loan on the property that bears interest at an effective rate of
3.46%
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
40%
ownership interest in the
PPR Portfolio
(See Note
4
—
Investments in Unconsolidated Joint Ventures
).
|
(13)
|
On
October 30, 2015
, the Company replaced the existing loan on the property with a new
$525,000
loan that bears interest at an effective rate of
4.00%
and matures on
November 1, 2027
, which resulted in a loss of
$859
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 Note
4
—
Investments in Unconsolidated Joint Ventures
).
|
(14)
|
The loan bears interest at
LIBOR
plus
2.25%
and matures on
March 1, 2017
. At
December 31, 2015
and
2014
, the total interest rate was
3.30%
and
3.05%
, respectively.
|
(15)
|
The loan bears interest at LIBOR plus
2.30%
and matures on
October 28, 2016
. At
December 31, 2015
and
2014
, the total interest rate was
2.17%
and
1.98%
, respectively.
|
(16)
|
On
December 1, 2015
, the Company paid off in full the loan on the property, which resulted in a loss of
$52
on the early extinguishment of debt.
|
(17)
|
On
July 31, 2015
, the Company paid off in full the loan on the property, which resulted in a loss of
$9
on the early extinguishment of debt.
|
(18)
|
On
February 19, 2015
, the Company placed a
$280,000
loan on the property that bears interest at an effective rate of
3.55%
and matures on
March 6, 2026
.
|
(19)
|
On October 5, 2015, the Company paid off in full the existing loan on the property, which resulted in a gain of
$2,367
on the early extinguishment of debt as a result of writing off the related debt premium. On
October 29, 2015
, the Company placed a new
$550,000
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 Note
4
—
Investments in Unconsolidated Joint Ventures
).
|
Property
|
$
|
477,673
|
|
Deferred charges
|
45,130
|
|
|
Other assets
|
19,125
|
|
|
Total assets acquired
|
541,928
|
|
|
Other accrued liabilities
|
41,928
|
|
|
Total liabilities assumed
|
41,928
|
|
|
Fair value of acquired net assets
|
$
|
500,000
|
|
Property
|
$
|
98,160
|
|
Deferred charges
|
8,284
|
|
|
Cash and cash equivalents
|
1,280
|
|
|
Restricted cash
|
1,139
|
|
|
Tenant receivables
|
615
|
|
|
Other assets
|
380
|
|
|
Total assets acquired
|
109,858
|
|
|
Mortgage note payable
|
49,465
|
|
|
Accounts payable
|
54
|
|
|
Other accrued liabilities
|
4,752
|
|
|
Total liabilities assumed
|
54,271
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
55,587
|
|
Fair value of existing ownership interest (at 73.2% ownership)
|
$
|
41,690
|
|
Carrying value of investment
|
(5,349
|
)
|
|
Gain on remeasurement of assets
|
$
|
36,341
|
|
Property
|
$
|
114,373
|
|
Deferred charges
|
12,353
|
|
|
Cash and cash equivalents
|
8,894
|
|
|
Tenant receivables
|
51
|
|
|
Other assets
|
11,535
|
|
|
Total assets acquired
|
147,206
|
|
|
Mortgage note payable
|
68,448
|
|
|
Accounts payable
|
119
|
|
|
Other accrued liabilities
|
7,637
|
|
|
Total liabilities assumed
|
76,204
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
71,002
|
|
Fair value of existing ownership interest (at 66.7% ownership)
|
$
|
47,340
|
|
Carrying value of investment
|
(32,476
|
)
|
|
Gain on remeasurement of assets
|
$
|
14,864
|
|
Purchase price
|
$
|
46,162
|
|
Less debt assumed
|
(22,500
|
)
|
|
Carrying value of investment
|
32,476
|
|
|
Remeasurement gain
|
14,864
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
71,002
|
|
Property
|
$
|
28,924
|
|
Deferred charges
|
6,660
|
|
|
Other assets
|
202
|
|
|
Total assets acquired
|
35,786
|
|
|
Other accrued liabilities
|
4,786
|
|
|
Total liabilities assumed
|
4,786
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
31,000
|
|
Purchase price
|
$
|
15,233
|
|
Distributions in excess of investment
|
15,767
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
31,000
|
|
Property
|
$
|
3,711,819
|
|
Deferred charges
|
155,892
|
|
|
Cash and cash equivalents
|
28,890
|
|
|
Restricted cash
|
5,113
|
|
|
Tenant receivables
|
5,438
|
|
|
Other assets
|
127,244
|
|
|
Total assets acquired
|
4,034,396
|
|
|
Mortgage notes payable
|
1,414,659
|
|
|
Accounts payable
|
5,669
|
|
|
Due to affiliates
|
2,680
|
|
|
Other accrued liabilities
|
230,210
|
|
|
Total liabilities assumed
|
1,653,218
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
2,381,178
|
|
Fair value of existing ownership interest (at 51% ownership)
|
$
|
1,214,401
|
|
Distributions in excess of investment
|
208,735
|
|
|
Gain on remeasurement of assets
|
$
|
1,423,136
|
|
Purchase price
|
$
|
1,838,886
|
|
Less debt assumed
|
(672,109
|
)
|
|
Distributions in excess of investment
|
(208,735
|
)
|
|
Gain on remeasurement of assets
|
1,423,136
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
2,381,178
|
|
Property
|
$
|
91,871
|
|
Deferred charges
|
9,752
|
|
|
Other assets
|
5,782
|
|
|
Total assets acquired
|
107,405
|
|
|
Mortgage note payable
|
50,000
|
|
|
Other accrued liabilities
|
4,905
|
|
|
Total liabilities assumed
|
54,905
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
52,500
|
|
Fair value of existing ownership interest (at 50% ownership)
|
$
|
26,250
|
|
Carrying value of investment
|
(4,161
|
)
|
|
Gain on remeasurement of assets
|
$
|
22,089
|
|
Purchase price
|
$
|
51,250
|
|
Less debt assumed
|
(25,000
|
)
|
|
Carrying value of investment
|
4,161
|
|
|
Gain on remeasurement of assets
|
22,089
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
52,500
|
|
|
Total
revenue
|
|
Income from
continuing operations
|
||||
Supplemental pro forma for the year ended December 31, 2015(1)
|
$
|
1,287,084
|
|
|
$
|
502,184
|
|
Supplemental pro forma for the year ended December 31, 2014(1)
|
$
|
1,371,988
|
|
|
$
|
199,287
|
|
(1)
|
This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the 2015 and 2014 acquisitions occurred on January 1,
2014
and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non‑recurring adjustments directly attributable to the acquisitions.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Management fees
|
$
|
10,064
|
|
|
$
|
16,751
|
|
|
$
|
19,726
|
|
Development and leasing fees
|
9,615
|
|
|
10,528
|
|
|
9,936
|
|
|||
|
$
|
19,679
|
|
|
$
|
27,279
|
|
|
$
|
29,662
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Balance at beginning of year
|
9,189
|
|
|
$
|
59.25
|
|
|
19,001
|
|
|
$
|
56.77
|
|
|
20,924
|
|
|
$
|
49.36
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,963
|
|
|
61.84
|
|
|||
Vested
|
(7,577
|
)
|
|
58.67
|
|
|
(9,812
|
)
|
|
54.45
|
|
|
(10,886
|
)
|
|
46.70
|
|
|||
Balance at end of year
|
1,612
|
|
|
$
|
62.01
|
|
|
9,189
|
|
|
$
|
59.25
|
|
|
19,001
|
|
|
$
|
56.77
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Balance at beginning of year
|
144,374
|
|
|
$
|
59.94
|
|
|
137,318
|
|
|
$
|
57.24
|
|
|
114,677
|
|
|
$
|
52.19
|
|
Granted
|
77,282
|
|
|
86.53
|
|
|
75,309
|
|
|
60.50
|
|
|
67,920
|
|
|
62.01
|
|
|||
Vested
|
(86,761
|
)
|
|
61.29
|
|
|
(68,253
|
)
|
|
55.14
|
|
|
(45,279
|
)
|
|
51.59
|
|
|||
Forfeited
|
(2,809
|
)
|
|
86.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
132,086
|
|
|
$
|
74.58
|
|
|
144,374
|
|
|
$
|
59.94
|
|
|
137,318
|
|
|
$
|
57.24
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units
|
|
Weighted
Average
Exercise
Price
|
|
Units
|
|
Weighted
Average
Exercise
Price
|
|
Units
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Balance at beginning of year
|
772,639
|
|
|
$
|
56.67
|
|
|
1,070,991
|
|
|
$
|
56.66
|
|
|
1,164,185
|
|
|
$
|
56.66
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(364,807
|
)
|
|
56.86
|
|
|
(298,352
|
)
|
|
56.63
|
|
|
(93,194
|
)
|
|
56.63
|
|
|||
Special dividend adjustment
|
9,951
|
|
|
55.13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
417,783
|
|
|
$
|
55.13
|
|
|
772,639
|
|
|
$
|
56.67
|
|
|
1,070,991
|
|
|
$
|
56.66
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Balance at beginning of year
|
46,695
|
|
|
$
|
58.89
|
|
|
—
|
|
|
$
|
—
|
|
|
200,000
|
|
|
$
|
38.63
|
|
Granted
|
424,442
|
|
|
74.71
|
|
|
725,908
|
|
|
51.71
|
|
|
332,189
|
|
|
66.58
|
|
|||
Vested
|
(414,822
|
)
|
|
73.13
|
|
|
(679,213
|
)
|
|
51.22
|
|
|
(518,900
|
)
|
|
55.81
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,289
|
)
|
|
66.58
|
|
|||
Balance at end of year
|
56,315
|
|
|
$
|
73.24
|
|
|
46,695
|
|
|
$
|
58.89
|
|
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Balance at beginning of year
|
10,068
|
|
|
$
|
59.57
|
|
|
10,068
|
|
|
$
|
59.57
|
|
|
12,768
|
|
|
$
|
54.69
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,700
|
)
|
|
36.51
|
|
|||
Special dividend adjustment
|
246
|
|
|
58.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
10,314
|
|
|
$
|
58.15
|
|
|
10,068
|
|
|
$
|
59.57
|
|
|
10,068
|
|
|
$
|
59.57
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
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
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
13,351
|
|
|
78.72
|
|
|
10,747
|
|
|
65.54
|
|
|
34,266
|
|
|
59.04
|
|
|||
Vested
|
(20,162
|
)
|
|
72.17
|
|
|
(19,053
|
)
|
|
62.69
|
|
|
(16,691
|
)
|
|
59.44
|
|
|||
Forfeited
|
(2,458
|
)
|
|
55.62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
—
|
|
|
$
|
—
|
|
|
9,269
|
|
|
$
|
58.35
|
|
|
17,575
|
|
|
$
|
58.66
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock awards
|
$
|
252
|
|
|
$
|
365
|
|
|
$
|
497
|
|
Stock units
|
6,041
|
|
|
4,689
|
|
|
3,839
|
|
|||
LTIP units
|
26,622
|
|
|
28,598
|
|
|
22,778
|
|
|||
Stock options
|
16
|
|
|
16
|
|
|
16
|
|
|||
Phantom stock units
|
1,444
|
|
|
1,205
|
|
|
992
|
|
|||
|
$
|
34,375
|
|
|
$
|
34,873
|
|
|
$
|
28,122
|
|
|
2015 (1)
|
|
2014
|
|
2013
|
|||||||||||||||
Ordinary income
|
$
|
1.20
|
|
|
24.8
|
%
|
|
$
|
1.92
|
|
|
76.5
|
%
|
|
$
|
1.02
|
|
|
43.3
|
%
|
Capital gains
|
3.64
|
|
|
75.2
|
%
|
|
0.16
|
|
|
6.4
|
%
|
|
1.24
|
|
|
52.5
|
%
|
|||
Unrecaptured Section 1250 gain
|
—
|
|
|
—
|
%
|
|
0.05
|
|
|
2.0
|
%
|
|
0.10
|
|
|
4.2
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
0.38
|
|
|
15.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Dividends paid
|
$
|
4.84
|
|
|
100.0
|
%
|
|
$
|
2.51
|
|
|
100.0
|
%
|
|
$
|
2.36
|
|
|
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.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(142
|
)
|
Deferred
|
3,223
|
|
|
4,269
|
|
|
1,834
|
|
|||
Income tax benefit
|
$
|
3,223
|
|
|
$
|
4,269
|
|
|
$
|
1,692
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Book loss for TRSs
|
$
|
10,681
|
|
|
$
|
10,785
|
|
|
$
|
11,709
|
|
Tax at statutory rate on earnings from continuing operations before income taxes
|
$
|
3,632
|
|
|
$
|
3,667
|
|
|
$
|
3,981
|
|
Other
|
(409
|
)
|
|
602
|
|
|
(2,289
|
)
|
|||
Income tax benefit
|
$
|
3,223
|
|
|
$
|
4,269
|
|
|
$
|
1,692
|
|
|
2015
|
|
2014
|
||||
Net operating loss carryforwards
|
$
|
25,340
|
|
|
$
|
24,698
|
|
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs
|
10,600
|
|
|
8,201
|
|
||
Other
|
2,907
|
|
|
2,726
|
|
||
Net deferred tax assets
|
$
|
38,847
|
|
|
$
|
35,625
|
|
|
2015 Quarter Ended
|
|
2014 Quarter Ended
|
||||||||||||||||||||||||||||
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||||||||||
Revenues
|
$
|
320,758
|
|
|
$
|
326,262
|
|
|
$
|
322,794
|
|
|
$
|
318,335
|
|
|
$
|
322,909
|
|
|
$
|
263,491
|
|
|
$
|
254,336
|
|
|
$
|
264,511
|
|
Net income attributable to the Company(1)
|
$
|
414,959
|
|
|
$
|
33,597
|
|
|
$
|
14,395
|
|
|
$
|
24,611
|
|
|
$
|
1,429,221
|
|
|
$
|
35,914
|
|
|
$
|
16,088
|
|
|
$
|
17,819
|
|
Net income attributable to common stockholders per share-basic
|
$
|
2.65
|
|
|
$
|
0.21
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
9.52
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
|
$
|
0.13
|
|
Net income attributable to common stockholders per share-diluted
|
$
|
2.65
|
|
|
$
|
0.21
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
9.51
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
|
$
|
0.13
|
|
(1)
|
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
). Net income attributable to the Company for the quarter ended December 31, 2014 includes the gain on remeasurement of assets of
$1,423,136
from the acquisition of the
PPR Queens Portfolio
(See Note
13
—
Acquisitions
).
|
|
Initial Cost to Company
|
|
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Shopping Centers/Entities
|
Land
|
|
Building and
Improvements
|
|
Equipment
and
Furnishings
|
|
Cost Capitalized
Subsequent to
Acquisition
|
|
Land
|
|
Building and
Improvements
|
|
Equipment
and
Furnishings
|
|
Construction
in Progress
|
|
Total
|
|
Accumulated
Depreciation
|
|
Total Cost
Net of
Accumulated
Depreciation
|
||||||||||||||||||||||
Arrowhead Towne Center
|
$
|
36,687
|
|
|
$
|
386,662
|
|
|
$
|
—
|
|
|
$
|
21,261
|
|
|
$
|
35,556
|
|
|
$
|
390,182
|
|
|
$
|
2,502
|
|
|
$
|
16,370
|
|
|
$
|
444,610
|
|
|
$
|
32,730
|
|
|
$
|
411,880
|
|
Black Canyon
|
20,600
|
|
|
—
|
|
|
—
|
|
|
9,766
|
|
|
30,349
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
30,366
|
|
|
—
|
|
|
30,366
|
|
|||||||||||
Capitola Mall
|
20,395
|
|
|
59,221
|
|
|
—
|
|
|
13,088
|
|
|
20,392
|
|
|
70,799
|
|
|
1,220
|
|
|
293
|
|
|
92,704
|
|
|
32,842
|
|
|
59,862
|
|
|||||||||||
Cascade Mall
|
19,253
|
|
|
9,671
|
|
|
—
|
|
|
(459
|
)
|
|
18,699
|
|
|
9,664
|
|
|
102
|
|
|
—
|
|
|
28,465
|
|
|
769
|
|
|
27,696
|
|
|||||||||||
Chandler Fashion Center
|
24,188
|
|
|
223,143
|
|
|
—
|
|
|
15,959
|
|
|
24,188
|
|
|
233,857
|
|
|
5,245
|
|
|
—
|
|
|
263,290
|
|
|
90,346
|
|
|
172,944
|
|
|||||||||||
Danbury Fair Mall
|
130,367
|
|
|
316,951
|
|
|
—
|
|
|
99,864
|
|
|
142,751
|
|
|
398,254
|
|
|
6,104
|
|
|
73
|
|
|
547,182
|
|
|
117,300
|
|
|
429,882
|
|
|||||||||||
Deptford Mall
|
48,370
|
|
|
194,250
|
|
|
—
|
|
|
51,415
|
|
|
61,029
|
|
|
230,414
|
|
|
2,584
|
|
|
8
|
|
|
294,035
|
|
|
60,013
|
|
|
234,022
|
|
|||||||||||
Desert Sky Mall
|
9,447
|
|
|
37,245
|
|
|
12
|
|
|
3,225
|
|
|
9,082
|
|
|
39,794
|
|
|
1,053
|
|
|
—
|
|
|
49,929
|
|
|
6,903
|
|
|
43,026
|
|
|||||||||||
Eastland Mall
|
22,050
|
|
|
151,605
|
|
|
—
|
|
|
6,736
|
|
|
22,066
|
|
|
157,079
|
|
|
874
|
|
|
372
|
|
|
180,391
|
|
|
18,575
|
|
|
161,816
|
|
|||||||||||
Estrella Falls
|
10,550
|
|
|
—
|
|
|
—
|
|
|
65,457
|
|
|
9,405
|
|
|
—
|
|
|
—
|
|
|
66,602
|
|
|
76,007
|
|
|
—
|
|
|
76,007
|
|
|||||||||||
Fashion Outlets of Chicago
|
—
|
|
|
—
|
|
|
—
|
|
|
253,469
|
|
|
40,575
|
|
|
209,834
|
|
|
2,308
|
|
|
752
|
|
|
253,469
|
|
|
24,121
|
|
|
229,348
|
|
|||||||||||
Fashion Outlets of Niagara Falls USA
|
18,581
|
|
|
210,139
|
|
|
—
|
|
|
106,381
|
|
|
22,963
|
|
|
308,795
|
|
|
2,059
|
|
|
1,284
|
|
|
335,101
|
|
|
37,666
|
|
|
297,435
|
|
|||||||||||
Flagstaff Mall
|
5,480
|
|
|
31,773
|
|
|
—
|
|
|
13,249
|
|
|
4,882
|
|
|
44,982
|
|
|
638
|
|
|
—
|
|
|
50,502
|
|
|
18,283
|
|
|
32,219
|
|
|||||||||||
The Marketplace at Flagstaff
|
—
|
|
|
—
|
|
|
—
|
|
|
52,832
|
|
|
—
|
|
|
52,830
|
|
|
2
|
|
|
—
|
|
|
52,832
|
|
|
18,633
|
|
|
34,199
|
|
|||||||||||
FlatIron Crossing
|
109,851
|
|
|
333,540
|
|
|
—
|
|
|
20,011
|
|
|
109,851
|
|
|
352,112
|
|
|
1,247
|
|
|
192
|
|
|
463,402
|
|
|
37,775
|
|
|
425,627
|
|
|||||||||||
Freehold Raceway Mall
|
164,986
|
|
|
362,841
|
|
|
—
|
|
|
99,499
|
|
|
168,098
|
|
|
454,810
|
|
|
4,418
|
|
|
—
|
|
|
627,326
|
|
|
148,648
|
|
|
478,678
|
|
|||||||||||
Fresno Fashion Fair
|
17,966
|
|
|
72,194
|
|
|
—
|
|
|
48,523
|
|
|
17,966
|
|
|
118,833
|
|
|
1,723
|
|
|
161
|
|
|
138,683
|
|
|
55,365
|
|
|
83,318
|
|
|||||||||||
Green Acres Mall
|
156,640
|
|
|
321,034
|
|
|
—
|
|
|
93,099
|
|
|
156,640
|
|
|
355,992
|
|
|
5,953
|
|
|
52,188
|
|
|
570,773
|
|
|
38,272
|
|
|
532,501
|
|
|||||||||||
Inland Center
|
8,321
|
|
|
83,550
|
|
|
—
|
|
|
2,838
|
|
|
8,280
|
|
|
84,416
|
|
|
16
|
|
|
1,997
|
|
|
94,709
|
|
|
3,520
|
|
|
91,189
|
|
|||||||||||
Kings Plaza Shopping Center
|
209,041
|
|
|
485,548
|
|
|
20,000
|
|
|
58,633
|
|
|
206,969
|
|
|
532,089
|
|
|
23,415
|
|
|
10,749
|
|
|
773,222
|
|
|
53,286
|
|
|
719,936
|
|
|||||||||||
La Cumbre Plaza
|
18,122
|
|
|
21,492
|
|
|
—
|
|
|
24,614
|
|
|
17,280
|
|
|
46,364
|
|
|
359
|
|
|
225
|
|
|
64,228
|
|
|
21,629
|
|
|
42,599
|
|
|||||||||||
Macerich Management Co.
|
—
|
|
|
8,685
|
|
|
26,562
|
|
|
36,743
|
|
|
1,577
|
|
|
8,035
|
|
|
58,294
|
|
|
4,084
|
|
|
71,990
|
|
|
46,489
|
|
|
25,501
|
|
|||||||||||
MACWH, LP
|
—
|
|
|
25,771
|
|
|
—
|
|
|
16,987
|
|
|
11,557
|
|
|
27,455
|
|
|
—
|
|
|
3,746
|
|
|
42,758
|
|
|
7,700
|
|
|
35,058
|
|
|||||||||||
Northgate Mall
|
8,400
|
|
|
34,865
|
|
|
841
|
|
|
103,504
|
|
|
13,414
|
|
|
130,984
|
|
|
3,127
|
|
|
85
|
|
|
147,610
|
|
|
66,699
|
|
|
80,911
|
|
|||||||||||
NorthPark Mall
|
7,746
|
|
|
74,661
|
|
|
—
|
|
|
8,912
|
|
|
7,885
|
|
|
82,961
|
|
|
458
|
|
|
15
|
|
|
91,319
|
|
|
10,983
|
|
|
80,336
|
|
|||||||||||
Oaks, The
|
32,300
|
|
|
117,156
|
|
|
—
|
|
|
247,064
|
|
|
55,527
|
|
|
334,677
|
|
|
2,654
|
|
|
3,662
|
|
|
396,520
|
|
|
113,632
|
|
|
282,888
|
|
|||||||||||
Pacific View
|
8,697
|
|
|
8,696
|
|
|
—
|
|
|
129,050
|
|
|
7,854
|
|
|
136,075
|
|
|
2,476
|
|
|
38
|
|
|
146,443
|
|
|
59,044
|
|
|
87,399
|
|
|||||||||||
Paradise Valley Mall
|
24,565
|
|
|
125,996
|
|
|
—
|
|
|
42,604
|
|
|
35,921
|
|
|
154,278
|
|
|
2,317
|
|
|
649
|
|
|
193,165
|
|
|
63,169
|
|
|
129,996
|
|
|||||||||||
Paradise Village Ground Leases
|
8,880
|
|
|
2,489
|
|
|
—
|
|
|
(6,876
|
)
|
|
3,870
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
4,493
|
|
|
317
|
|
|
4,176
|
|
|||||||||||
Paradise Village Office Park II
|
1,150
|
|
|
1,790
|
|
|
—
|
|
|
3,453
|
|
|
2,300
|
|
|
3,584
|
|
|
509
|
|
|
—
|
|
|
6,393
|
|
|
2,293
|
|
|
4,100
|
|
|||||||||||
Promenade at Casa Grande
|
15,089
|
|
|
—
|
|
|
—
|
|
|
84,112
|
|
|
8,586
|
|
|
90,541
|
|
|
74
|
|
|
—
|
|
|
99,201
|
|
|
35,048
|
|
|
64,153
|
|
|||||||||||
See accompanying report of independent registered public accounting firm.
|
|
Initial Cost to Company
|
|
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Shopping Centers/Entities
|
Land
|
|
Building and
Improvements
|
|
Equipment
and
Furnishings
|
|
Cost Capitalized
Subsequent to
Acquisition
|
|
Land
|
|
Building and
Improvements
|
|
Equipment
and
Furnishings
|
|
Construction
in Progress
|
|
Total
|
|
Accumulated
Depreciation
|
|
Total Cost
Net of
Accumulated
Depreciation
|
||||||||||||||||||||||
Queens Center
|
$
|
251,474
|
|
|
$
|
1,039,922
|
|
|
$
|
—
|
|
|
$
|
6,106
|
|
|
$
|
256,786
|
|
|
$
|
1,038,998
|
|
|
$
|
1,434
|
|
|
$
|
284
|
|
|
$
|
1,297,502
|
|
|
$
|
31,204
|
|
|
$
|
1,266,298
|
|
Santa Monica Place
|
26,400
|
|
|
105,600
|
|
|
—
|
|
|
323,012
|
|
|
48,374
|
|
|
396,190
|
|
|
8,058
|
|
|
2,390
|
|
|
455,012
|
|
|
80,324
|
|
|
374,688
|
|
|||||||||||
SanTan Adjacent Land
|
29,414
|
|
|
—
|
|
|
—
|
|
|
6,893
|
|
|
30,506
|
|
|
—
|
|
|
—
|
|
|
5,801
|
|
|
36,307
|
|
|
—
|
|
|
36,307
|
|
|||||||||||
SanTan Village Regional Center
|
7,827
|
|
|
—
|
|
|
—
|
|
|
195,686
|
|
|
6,344
|
|
|
195,833
|
|
|
1,336
|
|
|
—
|
|
|
203,513
|
|
|
76,088
|
|
|
127,425
|
|
|||||||||||
SouthPark Mall
|
7,035
|
|
|
38,215
|
|
|
—
|
|
|
23,120
|
|
|
7,479
|
|
|
60,516
|
|
|
361
|
|
|
14
|
|
|
68,370
|
|
|
6,288
|
|
|
62,082
|
|
|||||||||||
Southridge Center
|
6,764
|
|
|
—
|
|
|
—
|
|
|
19,451
|
|
|
6,514
|
|
|
19,585
|
|
|
98
|
|
|
18
|
|
|
26,215
|
|
|
2,662
|
|
|
23,553
|
|
|||||||||||
Stonewood Center
|
4,948
|
|
|
302,527
|
|
|
—
|
|
|
1,595
|
|
|
4,935
|
|
|
303,697
|
|
|
45
|
|
|
393
|
|
|
309,070
|
|
|
10,530
|
|
|
298,540
|
|
|||||||||||
Superstition Springs Center
|
10,928
|
|
|
112,718
|
|
|
—
|
|
|
5,333
|
|
|
10,928
|
|
|
117,891
|
|
|
160
|
|
|
—
|
|
|
128,979
|
|
|
7,522
|
|
|
121,457
|
|
|||||||||||
Superstition Springs Power Center
|
1,618
|
|
|
4,420
|
|
|
—
|
|
|
203
|
|
|
1,618
|
|
|
4,540
|
|
|
83
|
|
|
—
|
|
|
6,241
|
|
|
1,595
|
|
|
4,646
|
|
|||||||||||
Tangerine (Marana), The Shops at
|
36,158
|
|
|
—
|
|
|
—
|
|
|
(9,232
|
)
|
|
16,922
|
|
|
—
|
|
|
—
|
|
|
10,004
|
|
|
26,926
|
|
|
—
|
|
|
26,926
|
|
|||||||||||
The Macerich Partnership, L.P.
|
—
|
|
|
2,534
|
|
|
—
|
|
|
8,449
|
|
|
—
|
|
|
—
|
|
|
10,823
|
|
|
160
|
|
|
10,983
|
|
|
1,694
|
|
|
9,289
|
|
|||||||||||
Towne Mall
|
6,652
|
|
|
31,184
|
|
|
—
|
|
|
4,062
|
|
|
6,877
|
|
|
34,530
|
|
|
491
|
|
|
—
|
|
|
41,898
|
|
|
12,761
|
|
|
29,137
|
|
|||||||||||
Tucson La Encantada
|
12,800
|
|
|
19,699
|
|
|
—
|
|
|
55,276
|
|
|
12,800
|
|
|
74,435
|
|
|
530
|
|
|
10
|
|
|
87,775
|
|
|
37,790
|
|
|
49,985
|
|
|||||||||||
Twenty Ninth Street
|
—
|
|
|
37,843
|
|
|
64
|
|
|
213,175
|
|
|
23,599
|
|
|
225,584
|
|
|
1,603
|
|
|
296
|
|
|
251,082
|
|
|
94,861
|
|
|
156,221
|
|
|||||||||||
Valley Mall
|
16,045
|
|
|
26,098
|
|
|
—
|
|
|
9,719
|
|
|
15,616
|
|
|
35,869
|
|
|
326
|
|
|
51
|
|
|
51,862
|
|
|
4,566
|
|
|
47,296
|
|
|||||||||||
Valley River Center
|
24,854
|
|
|
147,715
|
|
|
—
|
|
|
21,074
|
|
|
24,854
|
|
|
166,894
|
|
|
1,895
|
|
|
—
|
|
|
193,643
|
|
|
49,543
|
|
|
144,100
|
|
|||||||||||
Victor Valley, Mall of
|
15,700
|
|
|
75,230
|
|
|
—
|
|
|
51,313
|
|
|
20,080
|
|
|
120,135
|
|
|
2,028
|
|
|
—
|
|
|
142,243
|
|
|
39,177
|
|
|
103,066
|
|
|||||||||||
Vintage Faire Mall
|
14,902
|
|
|
60,532
|
|
|
—
|
|
|
56,441
|
|
|
17,647
|
|
|
112,898
|
|
|
1,316
|
|
|
14
|
|
|
131,875
|
|
|
61,773
|
|
|
70,102
|
|
|||||||||||
Westside Pavilion
|
34,100
|
|
|
136,819
|
|
|
—
|
|
|
71,277
|
|
|
34,100
|
|
|
201,207
|
|
|
5,787
|
|
|
1,102
|
|
|
242,196
|
|
|
94,956
|
|
|
147,240
|
|
|||||||||||
Wilton Mall
|
19,743
|
|
|
67,855
|
|
|
—
|
|
|
24,154
|
|
|
19,810
|
|
|
90,735
|
|
|
1,126
|
|
|
81
|
|
|
111,752
|
|
|
27,603
|
|
|
84,149
|
|
|||||||||||
500 North Michigan Avenue
|
12,851
|
|
|
55,358
|
|
|
—
|
|
|
7,600
|
|
|
10,994
|
|
|
50,907
|
|
|
168
|
|
|
13,740
|
|
|
75,809
|
|
|
7,315
|
|
|
68,494
|
|
|||||||||||
Mervyn's (former locations)
|
10,094
|
|
|
68,660
|
|
|
—
|
|
|
7,031
|
|
|
10,094
|
|
|
75,249
|
|
|
442
|
|
|
—
|
|
|
85,785
|
|
|
20,832
|
|
|
64,953
|
|
|||||||||||
Other land and development properties
|
49,913
|
|
|
—
|
|
|
—
|
|
|
23,587
|
|
|
32,328
|
|
|
4,241
|
|
|
—
|
|
|
36,931
|
|
|
73,500
|
|
|
1,610
|
|
|
71,890
|
|
|||||||||||
|
$
|
1,757,942
|
|
|
$
|
6,033,897
|
|
|
$
|
47,479
|
|
|
$
|
2,850,338
|
|
|
$
|
1,894,717
|
|
|
$
|
8,390,247
|
|
|
$
|
169,841
|
|
|
$
|
234,851
|
|
|
$
|
10,689,656
|
|
|
$
|
1,892,744
|
|
|
$
|
8,796,912
|
|
Buildings and improvements
|
5 - 40 years
|
Tenant improvements
|
5 - 7 years
|
Equipment and furnishings
|
5 - 7 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balances, beginning of year
|
$
|
12,777,882
|
|
|
$
|
9,181,338
|
|
|
$
|
9,012,706
|
|
Additions
|
392,575
|
|
|
4,042,409
|
|
|
943,159
|
|
|||
Dispositions and retirements
|
(2,480,801
|
)
|
|
(445,865
|
)
|
|
(774,527
|
)
|
|||
Balances, end of year
|
$
|
10,689,656
|
|
|
$
|
12,777,882
|
|
|
$
|
9,181,338
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balances, beginning of year
|
$
|
1,709,992
|
|
|
$
|
1,559,572
|
|
|
$
|
1,533,160
|
|
Additions
|
354,977
|
|
|
289,178
|
|
|
284,500
|
|
|||
Dispositions and retirements
|
(172,225
|
)
|
|
(138,758
|
)
|
|
(258,088
|
)
|
|||
Balances, end of year
|
$
|
1,892,744
|
|
|
$
|
1,709,992
|
|
|
$
|
1,559,572
|
|
|
THE MACERICH COMPANY
|
||
|
|
|
/s/ ARTHUR M. COPPOLA
|
|
By
|
|
|
|
|
|
Arthur M. Coppola
|
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
/s/ ARTHUR M. COPPOLA
|
|
Chairman and Chief Executive Officer and Director
|
|
February 23, 2016
|
Arthur M. Coppola
|
|
(Principal Executive Officer)
|
|
|
/s/ EDWARD C. COPPOLA
|
|
President and Director
|
|
February 23, 2016
|
Edward C. Coppola
|
|
|
||
/s/ JOHN H. ALSCHULER
|
|
Director
|
|
February 23, 2016
|
John H. Alschuler
|
|
|
||
/s/ STEVEN R. HASH
|
|
Director
|
|
February 23, 2016
|
Steven R. Hash
|
|
|
||
/s/ FREDERICK S. HUBBELL
|
|
Director
|
|
February 23, 2016
|
Frederick S. Hubbell
|
|
|
||
/s/ DIANA M. LAING
|
|
Director
|
|
February 23, 2016
|
Diana M. Laing
|
|
|
||
/s/ MASON G. ROSS
|
|
Director
|
|
February 23, 2016
|
Mason G. Ross
|
|
|
||
/s/ STEVEN L. SOBOROFF
|
|
Director
|
|
February 23, 2016
|
Steven L. Soboroff
|
|
|
||
/s/ ANDREA M. STEPHEN
|
|
Director
|
|
February 23, 2016
|
Andrea M. Stephen
|
|
|
||
/s/ JOHN M. SULLIVAN
|
|
Director
|
|
February 23, 2016
|
John M. Sullivan
|
|
|
||
/s/ THOMAS E. O'HERN
|
|
Senior Executive Vice President, Treasurer and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
|
|
February 23, 2016
|
Thomas E. O'Hern
|
|
|
Exhibit Number
|
|
Description
|
|
2.1
|
|
|
Master 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).
|
|
|
|
|
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 January 29, 2014).
|
|
|
|
Exhibit Number
|
|
Description
|
|
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 Number
|
|
Description
|
|
10.2
|
|
|
[Intentionally omitted]
|
|
|
|
|
10.3
|
|
|
[Intentionally omitted]
|
|
|
|
|
10.4
|
|
|
[Intentionally omitted]
|
|
|
|
|
10.5
|
|
*
|
Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
|
|
|
|
|
10.5.1
|
|
*
|
Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.5.2
|
|
*
|
Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
|
|
|
|
|
10.5.3
|
|
*
|
Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
|
|
|
|
10.6
|
|
*
|
Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
|
|
|
|
|
10.6.1
|
|
*
|
Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.6.2
|
|
*
|
Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2011).
|
|
|
|
|
10.6.3
|
|
*
|
Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
|
|
|
|
10.7
|
|
*
|
Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2013) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
|
|
|
|
|
10.8
|
|
*
|
Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January 1, 2016).
|
|
|
|
|
10.9
|
|
|
Deferred Compensation Plan Rabbi Trust between the Company and Wilmington Trust, National Association, effective as of October 1, 2012 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
|
|
|
|
10.10
|
|
|
Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
|
|
|
|
|
10.11
|
|
|
Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company (incorporated by reference as an exhibit to the Company’s 1996 Form 10-K).
|
|
|
|
Exhibit Number
|
|
Description
|
|
10.12
|
|
|
Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership, the Company and Taubman Realty Group Limited Partnership (Registration rights assigned by Taubman to three assignees) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).
|
|
|
|
|
10.13
|
|
|
Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K).
|
|
|
|
|
10.14
|
|
|
Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
|
|
|
|
|
10.15
|
|
|
Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
|
|
|
|
|
10.16
|
|
|
Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
|
|
|
|
|
10.17
|
|
|
List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K).
|
|
|
|
|
10.18
|
|
|
Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
|
|
|
|
|
10.19
|
|
|
Form of Indemnification Agreement between the Company and its executive officers and directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.20
|
|
|
Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
|
|
|
|
|
10.20.1
|
|
|
List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
|
|
|
|
|
10.21
|
|
|
Registration Rights Agreement between the Company and 1700480 Ontario Inc. dated as of November 14, 2014 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014).
|
|
|
|
|
10.22
|
|
|
$1,500,000,000 Revolving Loan Facility and $125,000,000 Term Loan Facility Amended and Restated Credit Agreement, dated as of August 6, 2013, by and among the Company, The Macerich Partnership, L.P., Deutsche Bank Trust Company Americas, as administrative agent; Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunning managers; JP Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as co-syndication agents, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date August 6, 2013).
|
|
|
|
|
10.23
|
|
|
Amended and Restated Unconditional Guaranty, dated as of August 6, 2013, by the Company in favor of Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date August 6, 2013).
|
|
|
|
|
10.24
|
|
|
Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
|
|
|
|
|
10.25
|
|
|
[Intentionally omitted]
|
|
|
|
Exhibit Number
|
|
Description
|
|
10.26
|
|
|
[Intentionally omitted]
|
|
|
|
|
10.27
|
|
*
|
2003 Equity Incentive Plan, as amended and restated as of May 30, 2014 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 2014).
|
|
|
|
|
10.27.1
|
|
*
|
Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).
|
|
|
|
|
10.27.2
|
|
*
|
Form of Restricted Stock Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.27.3
|
|
*
|
Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2014 Form 10-K).
|
|
|
|
|
10.27.4
|
|
*
|
Form of Employee Stock Option Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.27.5
|
|
*
|
Form of Non-Qualified Stock Option Grant under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.27.6
|
|
*
|
Form of Restricted Stock Award Agreement for Non-Management Directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.27.7
|
|
*
|
Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan for Non-Employee Directors.
|
|
|
|
|
10.27.8
|
|
*
|
Form of Stock Appreciation Right under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
|
|
|
10.27.9
|
|
*
|
Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (service-based) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
|
|
|
|
10.27.10
|
|
*
|
Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
|
|
|
|
10.27.11
|
|
*
|
Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (fully-vested) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
|
|
|
|
10.27.12
|
|
*
|
Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based/outperformance) (incorporated by reference as an exhibit to the Company's 2014 Form 10-K).
|
|
|
|
|
10.28
|
|
*
|
Amendment and Restatement of the Employee Stock Purchase Plan (as amended and restated as of June 1, 2013) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
|
|
|
|
|
10.28.1
|
|
*
|
First Amendment to Amended and Restated Employee Stock Purchase Plan (October 23, 2014) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
|
|
|
|
|
10.29
|
|
*
|
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).
|
Exhibit Number
|
|
Description
|
|
10.30
|
|
|
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).
|
|
|
|
|
10.31
|
|
|
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 Coppola, Chief Executive Officer
|
|
|
|
|
31.2
|
|
|
Section 302 Certification of Thomas O'Hern, Chief Financial Officer
|
|
|
|
|
32.1
|
|
|
Section 906 Certifications of Arthur Coppola and Thomas O'Hern
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Participant Name:
|
|
|
Soc. Sec. No.:
|
|
|
No. Stock Units:
|
|
(1)
|
|
|
|
Vesting Schedule:
|
|
100% of the Stock Units (as defined below) on the first anniversary of the Award Date.
|
|
|
|
Award Date:
|
|
[March , ],
|
By:
|
The Macerich Company
|
1.
|
I have reviewed this report on Form 10-K for the year ended
December 31, 2015
of The Macerich Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ ARTHUR M. COPPOLA
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Date:
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February 23, 2016
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Chairman and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K for the year ended
December 31, 2015
of The Macerich Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
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/s/ THOMAS E. O'HERN
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Date:
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February 23, 2016
|
|
Senior Executive Vice President and Chief Financial Officer
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(i)
|
the Annual Report on Form 10-K for the year ended
December 31, 2015
of the Company (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
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(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ ARTHUR M. COPPOLA
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ THOMAS E. O'HERN
|
|
|
Senior Executive Vice President and Chief Financial Officer
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