# Macerich Co: Form 10-Q for the period ended Jun 30, 2013

- Company: [Macerich Co](/companies/mac.md) (CIK 912242)
- Form: 10-Q
- Filed: 2013-08-08
- Accepted by EDGAR: Aug 8, 2013, 13:51 ET
- Period: 2013-06-30
- Accession: 0001047469-13-008247
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/912242/000104746913008247/a2216262z10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/912242/000104746913008247/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2013-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2013-04-01 to 2013-06-30 | $257.0m | us-gaap:Revenues |
| Revenue | 6 months, 2013-01-01 to 2013-06-30 | $511.2m | us-gaap:Revenues |
| Interest expense | 3 months, 2013-04-01 to 2013-06-30 | $54.4m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2013-01-01 to 2013-06-30 | $108.1m | us-gaap:InterestExpense |
| Income tax | 3 months, 2013-04-01 to 2013-06-30 | −$1.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2013-01-01 to 2013-06-30 | −$1.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2013-04-01 to 2013-06-30 | $234.8m | us-gaap:ProfitLoss |
| Net income | 6 months, 2013-01-01 to 2013-06-30 | $257.3m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2013-04-01 to 2013-06-30 | $1.57 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2013-01-01 to 2013-06-30 | $1.71 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2013-04-01 to 2013-06-30 | $1.57 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2013-01-01 to 2013-06-30 | $1.71 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2013-04-01 to 2013-06-30 | 139,526,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2013-01-01 to 2013-06-30 | 138,581,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2013-01-01 to 2013-06-30 | $182.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2013-01-01 to 2013-06-30 | $173.4m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2013-06-30 | $46.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2013-06-30 | $9.55bn | us-gaap:Assets |
| Total liabilities | at 2013-06-30 | $5.87bn | us-gaap:Liabilities |
| Shareholders' equity | at 2013-06-30 | $3.33bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 62,012 characters.

### IMPORTANT INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS

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

expectations regarding the Company's growth;

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

the Company's acquisition, disposition and other strategies;

regulatory matters pertaining to compliance with governmental regulations;

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

the Company's expectations regarding income tax benefits;

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

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

Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.

### Management's Overview and Summary

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of June 30, 2013, the Operating Partnership owned or had an ownership interest in 58 regional shopping centers and ten community/power shopping centers aggregating approximately 61 million square feet of gross leasable area. These 68 regional and community/power shopping centers are referred to hereinafter as the "Centers," unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies.

The following discussion is based primarily on the consolidated financial statements of the Company for the three and six months ended June 30, 2013 and 2012. It compares the results of operations for the three months ended June 30, 2013 to the results of operations for the three months ended June 30, 2012. It also compares the results of operations and cash flows for the six months ended June 30, 2013 to the results of operations and cash flows for the six months ended June 30, 2012. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

#### Acquisitions and Dispositions:

On February 29, 2012, the Company acquired a 327,000 square foot mixed-use retail/office building ("500 North Michigan Avenue") in Chicago, Illinois for $70.9 million. The building is adjacent to The Shops at North Bridge. The purchase price was paid from borrowings under the Company's line of credit.

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

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

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

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

On May 11, 2012, the Company sold a former Mervyn's store in Montebello, California for $20.8 million, resulting in a loss on the sale of $0.4 million. The proceeds from the sale were used for general corporate purposes. Currently, three former Mervyn's stores in the Company's portfolio remain vacant. The Company is actively seeking replacement tenants for these spaces.

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

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

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

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

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,425,000 square foot regional shopping center in Broomfield, Colorado, that it did not own for a cash payment of $195.9 million and the assumption of the third party's share of the mortgage note payable on the property of $114.5 million.

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona, that it did not own for $144.4 million. The Company funded the purchase price by a cash payment of $69.0 million and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75.4 million.

On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,199,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756.0 million. The purchase price was funded from a cash payment of $726.0 million and the issuance of $30.0 million in restricted common stock of the Company. The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings up to $500.0 million and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $354.0 million on the loan. On January 3, 2013, the Company exercised its option to borrow the remaining $146.0 million of the loan.

On January 24, 2013, the Company acquired Green Acres Mall, a 1,784,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500.0 million. The purchase price was funded from the placement of a $325.0 million mortgage note on the property and $175.0 million from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $100.0 million on the loan. On January 31, 2013, the Company exercised its option to borrow the remaining $225.0 million of the loan.

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

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

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

On June 4, 2013, the Company sold Northridge Mall, a 890,000 square foot regional shopping center in Salinas, California, and Rimrock Mall, a 603,000 square foot regional shopping center in Billings, Montana. The properties were sold in a combined transaction for $230.0 million, resulting in a gain on the sale of assets of $82.1 million. The Company used the proceeds from the sale to pay down its line of credit.

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

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127.0 million, resulting in a gain on the sale of assets of approximately $39.4 million. The Company used its share of the proceeds from the sale to pay down its line of credit.

#### Other Transactions and Events:

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

On May 31, 2012, the Company conveyed Prescott Gateway, a 584,000 square foot regional shopping center in Prescott, Arizona, to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage loan was non-recourse. As a result of the conveyance, the Company recognized a gain on extinguishment of debt of $16.4 million.

The Company is currently negotiating with the loan servicer for Fiesta Mall, which will likely result in a transition of the asset to the loan servicer or a receiver. Consequently, Fiesta Mall has been excluded from certain operating measures in 2013, including tenant sales per square foot, average base rent per square foot and occupancy rate (See Results of Operations).

#### Redevelopment and Development Activities:

In August 2011, the Company entered into a joint venture agreement with a subsidiary of AWE/Talisman for the development of Fashion Outlets of Chicago in the Village of Rosemont, Illinois. The Company owns 60% of the joint venture and AWE/Talisman owns 40%. The Company has accounted for Fashion Outlets of Chicago as a consolidated joint venture. The Center is a fully enclosed two level, 526,000 square foot outlet center. The site is located within a mile of O'Hare International Airport. The project broke ground in November 2011 and opened on August 1, 2013. The total estimated project cost is approximately $211.0 million. As of June 30, 2013, the joint venture has incurred $133.4 million of development costs. On March 2, 2012, the joint venture obtained a construction loan on the property that allows for borrowings of up to $140.0 million, bears interest at LIBOR plus 2.50% and matures on March 5, 2017. As of June 30, 2013, the joint venture has borrowed $55.1 million under the loan.

The Company's joint venture in Tysons Corner, a 2,133,000 square foot regional shopping center in McLean, Virginia, is currently expanding the property to include a 19-story office tower; a 500,000 square foot, 30-story, 430 unit residential tower; and a 17-story, 300 room Hyatt Regency hotel. The joint venture started the expansion project in October 2011 and expects it to be completed in 2014. The total cost of the project is estimated at $512.4 million, of which $256.2 million is estimated to be the Company's pro rata share. The Company has funded $81.9 million of the total of $163.8 million incurred by the joint venture as of June 30, 2013.

#### Inflation:

In the last three years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on an annual multiple of increases in the Consumer Price Index ("CPI"). In addition, about 5% to 13% of the leases expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, certain leases require the tenants to pay their pro rata share of operating expenses.

#### Seasonality:

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

### Critical Accounting Policies

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

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

#### Revenue Recognition:

Minimum rental revenues are recognized on a straight-line basis over the term of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Currently, 63% of the mall store and freestanding store leases contain provisions for CPI rent increases periodically throughout the term of the lease. The Company believes that using an annual multiple of CPI increases, rather than fixed contractual rent increases, results in revenue recognition that more closely matches the cash revenue from each lease and will provide more consistent rent growth throughout the term of the leases. Percentage rents are recognized when the tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries' revenues are recognized on a straight-line basis over the term of the related leases.

#### Property:

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

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

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

#### Capitalization of Costs:

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

#### Acquisitions:

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

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

#### Asset Impairment:

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

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

#### Fair Value of Financial Instruments:

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

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

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

#### Deferred Charges:

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

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

### Results of Operations

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

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

For comparison of the three months ended June 30, 2013 to the three months ended June 30, 2012, the Acquisition Properties include FlatIron Crossing, Arrowhead Towne Center, Kings Plaza Shopping Center, Green Acres Mall and Green Acres Adjacent. For comparison of the six months ended June 30, 2013 to the six months ended June 30, 2012, the Acquisition Properties include 500 North Michigan Avenue, FlatIron Crossing, Arrowhead Towne Center, Kings Plaza Shopping Center, Green Acres Mall and Green Acres Adjacent. For comparison of the three months ended June 30, 2013 to the three months ended June 30, 2012 and for the comparison of the six months ended June 30, 2013 to the six months ended June 30, 2012, the Redevelopment Properties include Fashion Outlets of Chicago, Paradise Valley Mall and Southridge Mall.

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

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

Tenant sales per square foot increased from $513 for the twelve months ended June 30, 2012 to $545 for the twelve months ended June 30, 2013. Occupancy rate increased from 92.7% at June 30, 2012 to 93.8% at June 30, 2013. Releasing spreads also increased 14.2% for the twelve months ended June 30, 2013. These calculations exclude the Redevelopment Properties and Fiesta Mall (See "Other Transactions and Events" in Management's Overview and Summary).

Releasing spreads remained positive as the Company was able to lease available space at higher rents than the expiring rental rates on the same space, resulting in a releasing spread of $6.03 per square foot ($48.57 on new and renewal leases executed compared to $42.54 on leases expiring), representing a 14.2% increase for the trailing twelve months ended June 30, 2013. The Company expects that releasing spreads will continue to be positive during the remainder of 2013 as it renews or relets leases that are scheduled to expire. These leases that are scheduled to expire represent 576,000 square feet of the Centers, accounting for 6.22% of mall store and freestanding store gross leaseable area as of June 30, 2013.

During the trailing twelve months ended June 30, 2013, the Company signed 348 new leases and 420 renewal leases (excluding the Redevelopment Properties and Fiesta Mall) comprising approximately 1.2 million square feet, of which 0.9 million square feet related to the consolidated Centers. The annual initial average base rent for new and renewal leases was $48.57 per square foot for the trailing twelve months ended June 30, 2013 with an average tenant allowance of $12.82 per square foot.

The Company's recent trend of retail sales growth continued during the twelve months ended June 30, 2013 with tenant sales per square foot and releasing spreads increasing compared to the twelve months ended June 30, 2012. The Company's occupancy rate as of June 30, 2013 also increased compared to June 30, 2012. Although certain aspects of the U.S. economy, the retail industry as well as the Company's operating results have continued to improve, economic and political uncertainty remains in various parts of the world and certain areas of the U.S. economy are still experiencing weakness. Any further continuation or worsening of these adverse conditions, or a decline in the current rate of U.S. economic growth, could harm the Company's business, results of operations and financial condition.

### Comparison of Three Months Ended June 30, 2013 and 2012

#### Revenues:

Minimum and percentage rents (collectively referred to as "rental revenue") increased by $34.6 million, or 30.0%, from 2012 to 2013. The increase in rental revenue is attributed to an increase of $30.7 million from the Acquisition Properties and $3.9 million from the Same Centers. Rental revenue includes the amortization of above and below-market leases, the amortization of straight-line rents and lease termination income. The amortization of above and below-market leases increased from $1.1 million in 2012 to $1.4 million in 2013. The amortization of straight-line rents increased from $1.6 million in 2012 to $2.3 million in 2013. Lease termination income decreased from $0.8 million in 2012 to $0.5 million in 2013.

Tenant recoveries increased $23.7 million, or 38.5%, from 2012 to 2013. This increase in tenant recoveries is attributed to an increase of $21.4 million from the Acquisition Properties and $2.3 million from the Same Centers.

Management Companies revenue increased from $9.7 million in 2012 to $10.3 million in 2013 due primarily to an increase in development fees offset in part by a reduction in management fees because of the conversion of Arrowhead Towne Center and FlatIron Crossing from joint ventures to consolidated Centers in 2012 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

#### Shopping Center and Operating Expenses:

Shopping center and operating expenses increased $20.5 million, or 33.0%, from 2012 to 2013. This increase in shopping center and operating expenses is attributed to an increase of $21.2 million from the Acquisition Properties offset in part by a decrease of $0.7 million from the Same Centers.

#### Management Companies' Operating Expenses:

Management Companies' operating expenses decreased $0.9 million from 2012 to 2013.

#### REIT General and Administrative Expenses:

REIT general and administrative expenses increased by $1.0 million from 2012 to 2013 primarily due to an increase in share and unit-based compensation costs.

#### Depreciation and Amortization:

Depreciation and amortization increased $23.2 million from 2012 to 2013. The increase in depreciation and amortization is primarily attributed to an increase of $24.1 million from the Acquisition Properties offset in part by a decrease of $0.9 million from the Same Centers.

#### Interest Expense:

Interest expense increased $11.1 million from 2012 to 2013. The increase in interest expense was primarily attributed to increases of $9.2 million from the Acquisition Properties and $2.3 million from the Same Centers offset in part by decreases of $0.3 million from the Redevelopment Properties and $0.1 million from the borrowings under the Company's line of credit.

The above interest expense items are net of capitalized interest, which increased from $2.6 million in 2012 to $3.1 million in 2013, primarily due to an increase in development activity.

#### Gain on Early Extinguishment of Debt, net:

The gain on early extinguishment of debt, net in 2013 is attributed to the gain on the payoff of the mortgage note payable on FlatIron Crossing of $2.8 million offset in part by the loss on the payoff of the mortgage note payable on Vintage Faire Mall of $0.8 million.

#### Equity in Income of Unconsolidated Joint Ventures:

Equity in income of unconsolidated joint ventures increased $73.5 million from 2012 to 2013. The increase is primarily attributed to the Company's share of the gains on the sales in 2013 of Redmond Town Center Office of $44.4 million and Kitsap Mall of $28.1 million (See "Acquisitions and Dispositions" in Management's Overview and Summary).

#### Loss on Remeasurement, Sale or Write Down of Assets, net:

Loss on remeasurement, sale or write down of assets, net decreased $0.7 million from 2012 to 2013. The decrease is primarily attributed to the decrease in the write off of development costs.

#### Income From Discontinued Operations:

Income from discontinued operations increased $10.1 million from 2012 to 2013. The increase in income from discontinued operations is primarily due to the gains on the sales in 2013 of Green Tree Mall of $59.8 million and Northridge Mall and Rimrock Mall of $82.1 million offset in part by the gains on the sales and dispositions in 2012 of Valley View Center of $104.0 million, Prescott Gateway of $16.4 million, Carmel Plaza of $7.8 million and Hilton Village of $3.1 million (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary).

#### Net Income:

Net income increased $90.3 million from 2012 to 2013. The increase is primarily attributed to the increases in equity in income from unconsolidated joint ventures of $73.5 million, the income from discontinued operations of $10.1 million and the results of operations as discussed above.

#### Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO—diluted decreased 42.4% from $226.2 million in 2012 to $130.4 million in 2013. For a reconciliation of FFO and FFO—diluted to net income attributable to the Company, the most directly comparable GAAP financial measure, see "Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")" below.

### Comparison of Six Months Ended June 30, 2013 and 2012

#### Revenues:

Rental revenue increased by $65.3 million, or 28.1%, from 2012 to 2013. The increase in rental revenue is attributed to an increase of $60.3 million from the Acquisition Properties and $5.0 million from the Same Centers. The amortization of above and below-market leases decreased from $3.7 million in 2012 to $3.0 million in 2013. The amortization of straight-line rents increased from $2.7 million in 2012 to $4.0 million in 2013. Lease termination income decreased from $2.4 million in 2012 to $1.3 million in 2013.

Tenant recoveries increased $44.2 million, or 35.8%, from 2012 to 2013. This increase in tenant recoveries is attributed to an increase of $40.8 million from the Acquisition Properties and $3.7 million from the Same Centers offset in part by a decrease of $0.3 million from the Redevelopment Properties.

Management Companies' revenue decreased from $20.9 million in 2012 to $20.5 million in 2013 due primarily to the conversion of Arrowhead Towne Center and FlatIron Crossing from joint ventures to consolidated Centers in 2012 (See "Acquisitions and Dispositions" in Management's Overview and Summary).

#### Shopping Center and Operating Expenses:

Shopping center and operating expenses increased $40.5 million, or 32.5%, from 2012 to 2013. The increase in shopping center and operating expenses is attributed to an increase of $40.8 million from the Acquisition Properties offset in part by a decrease of $0.3 million from the Same Centers.

#### Management Companies' Operating Expenses:

Management Companies' operating expenses decreased $0.3 million from 2012 to 2013.

#### REIT General and Administrative Expenses:

REIT general and administrative expenses increased by $2.5 million from 2012 to 2013 primarily due to an increase in share and unit-based compensation costs.

#### Depreciation and Amortization:

Depreciation and amortization increased $42.4 million from 2012 to 2013. The increase in depreciation and amortization is primarily attributed to an increase of $46.2 million from the Acquisition Properties offset in part by a decrease of $2.5 million from the Same Centers and $1.3 million from the Redevelopment Properties.

#### Interest Expense:

Interest expense increased $22.3 million from 2012 to 2013. The increase in interest expense was primarily attributed to increases of $18.1 million from the Acquisition Properties, $6.1 million from the Same Centers and $3.8 million from the borrowings under the Company's line of credit. These increases were offset in part by decreases of $4.7 million from the Senior Notes, which were paid off in full in March 2012 (See Liquidity and Capital Resources) and $1.0 million from the Redevelopment Properties.

The above interest expense items are net of capitalized interest, which increased from $4.9 million in 2012 to $6.6 million in 2013, primarily due to an increase in development activity.

#### Gain on Early Extinguishment of Debt, net:

The gain on early extinguishment of debt, net in 2013 is attributed to the gain on the payoff of the mortgage note payable on FlatIron Crossing of $2.8 million offset in part by the loss on the payoff of the mortgage note payable on Vintage Faire Mall of $0.8 million.

#### Equity in Income of Unconsolidated Joint Ventures:

Equity in income of unconsolidated joint ventures increased $61.0 million from 2012 to 2013. The increase is primarily attributed to the Company's share of the gains on the sales in 2013 of Redmond Town Center Office of $44.4 million and Kitsap Mall of $28.1 million offset in part by the Company's share of the gain on the sale of SanTan Village Power Center in 2012 of $11.5 million (See "Acquisitions and Dispositions" in Management's Overview and Summary).

#### Gain on Remeasurement, Sale or Write Down of Assets, net:

Gain on remeasurement, sale or write down of assets, net decreased $13.9 million from 2012 to 2013. The decrease is primarily attributed to the sales in 2012 of the Company's ownership interests in Chandler Festival of $12.3 million, Chandler Village Center of $8.2 million and Chandler Gateway of $3.4 million (See "Acquisitions and Dispositions" in Management's Overview and Summary) offset in part by a decrease in the gain on sale of assets of $10.0 million.

#### Income From Discontinued Operations:

Income from discontinued operations increased $67.1 million from 2012 to 2013. The increase in income from discontinued operations is primarily due to the gains on the sales in 2013 of Green Tree Mall of $59.8 million and Northridge Mall and Rimrock Mall of $82.1 million offset in part by the gains on the sales and dispositions in 2012 of Valley View Center of $49.7 million, Prescott Gateway of $16.4 million, Carmel Plaza of $7.8 million and Hilton Village of $3.1 million (See "Acquisitions and Dispositions" and "Other Transactions and Events" in Management's Overview and Summary).

#### Net Income:

Net income increased $124.5 million from 2012 to 2013. The increase is primarily attributed to the increases in equity in income from unconsolidated joint ventures of $61.0 million, the income from discontinued operations of $67.1 million and the results of operations as discussed above.

#### Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO—diluted decreased 22.6% from $332.4 million in 2012 to $257.4 million in 2013. For a reconciliation of FFO and FFO—diluted to net income attributable to the Company, the most directly comparable GAAP financial measure, see "Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO")" below.

#### Operating Activities:

Cash provided by operating activities increased from $144.6 million in 2012 to $182.8 million in 2013. The increase was primarily due to changes in assets and liabilities and the results at the Acquisition Properties as discussed above.

#### Investing Activities:

Cash used in investing activities increased from a surplus of $7.7 million in 2012 to a deficit of $120.5 million in 2013. The increase in cash used in investing activities was primarily due to the acquisitions in 2013 of Green Acres Mall for $470.0 million and Green Acres Adjacent for $22.6 million (See "Acquisitions and Dispositions" in Management's Overview and Summary) offset in part by increases in the proceeds from the sale of assets of $184.4 million (See "Acquisitions and Dispositions" in Management's Overview and Summary) and distributions from unconsolidated joint ventures of $148.6 million.

#### Financing Activities:

Cash used in financing activities decreased from $129.8 million in 2012 to $81.2 million in 2013. The decrease in cash used in financing activities was primarily due to increases in proceeds from mortgages, bank and other notes payable of $857.6 million and cash provided by the ATM Program of $171.2 million (See Liquidity and Capital Resources) offset in part by increases in payments on mortgages, bank and other notes payable of $965.4 million and dividends and distributions of $12.3 million.

### Liquidity and Capital Resources

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

The following tables summarize capital expenditures incurred at the Centers:

*(Dollars in thousands)*

| Consolidated Centers: | For the Six Months Ended June 30, 2013 | 2012 |
| --- | ---: | ---: |
| Acquisitions of property and equipment | $534,520 | $76,935 |
| Development, redevelopment, expansion and renovation of Centers | 74,950 | 53,011 |
| Tenant allowances | 10,428 | 8,543 |
| Deferred leasing charges | 14,219 | 13,580 |
|  | $634,117 | $152,069 |
| **Joint Venture Centers (at Company's pro rata share):** |  |  |
| Acquisitions of property and equipment | $2,024 | $1,754 |
| Development, redevelopment, expansion and renovation of Centers | 45,503 | 46,457 |
| Tenant allowances | 4,182 | 2,490 |
| Deferred leasing charges | 1,814 | 2,576 |
|  | $53,523 | $53,277 |

The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be comparable or less than 2012 and that capital for those expenditures will be available from working capital, cash flow from operations, borrowings on property specific debt or unsecured corporate borrowings. The Company expects to incur between $200 million and $300 million during the next twelve months for development, redevelopment, expansion and renovations. Capital for these major expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of debt or equity financings, which are expected to include borrowings under the Company's line of credit and construction loans. The Company has also generated liquidity in the past through equity offerings, property refinancings, joint venture transactions and the sale of non-core assets. The Company recently sold certain non-core assets and, depending on market conditions, may continue to do so in the future. Furthermore, the Company has filed a shelf registration statement which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights and units.

The capital and credit markets can fluctuate, and at times, limit access to debt and equity financing for companies. As demonstrated by the Company's recent activity, including its $500 million ATM Program as discussed below and its $1.5 billion line of credit, the Company has recently been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions. Many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions. In the event that the Company has significant tenant defaults as a result of the overall economy and general market conditions, the Company could have a decrease in cash flow from operations, which could result in increased borrowings under its line of credit. These events could result in an increase in the Company's proportion of floating rate debt, which would cause it to be subject to interest rate fluctuations in the future.

The Company has an equity distribution agreement ("Distribution Agreement") with a number of sales agents to issue and sell, from time to time, shares of common stock, having an aggregate offering price of up to $500 million (the "Shares"). Sales of the Shares, if any, may be made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an "at the market" offering, which includes sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. This offering is referred to herein as the "ATM Program". During the three months ended June 30, 2013, the Company sold 2,456,956 shares of common stock under the ATM Program in exchange for aggregate gross proceeds of $173.0 million and net proceeds of $171.2 million after commissions and other transaction costs. As of June 30, 2013, $149.1 million remained available to be sold under the ATM Program. Actual future sales will depend upon a variety of factors including but not limited to market conditions, the trading price of the Company's common stock and our capital needs. The Company has no obligation to sell the remaining shares available for sale under the ATM Program.

The Company's total outstanding loan indebtedness at June 30, 2013 was $6.5 billion (consisting of $5.2 billion of consolidated debt, less $0.3 billion of noncontrolling interest, plus $1.6 billion of its pro rata share of unconsolidated joint venture debt). The majority of the Company's debt consists of fixed-rate conventional mortgage notes collateralized by individual properties. The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand.

The Company has a $1.5 billion revolving line of credit that bore interest at LIBOR plus a spread of 1.75% to 3.0%, depending on the Company's overall leverage level, and was to mature on May 2, 2015 with a one-year extension option. Based on the Company's leverage level at June 30, 2013, the borrowing rate on the facility was LIBOR plus 2.25%. The line of credit had the ability to be expanded, depending on certain conditions, up to a total facility of $2.0 billion less the outstanding balance of the $125.0 million unsecured term loan, as discussed below. All obligations under the line of credit were unconditionally guaranteed by the Company and certain of its direct and indirect subsidiaries and were secured, subject to certain exceptions, by pledges of direct and indirect ownership interests in certain of the subsidiary guarantors. At June 30, 2013, total borrowings under the line of credit were $405.0 million with an average effective interest rate of 2.99%.

On August 6, 2013, the Company's line of credit was amended and extended. The amended facility provides for an interest rate of LIBOR plus a spread of 1.375% to 2.0%, depending on the Company's overall leverage levels and matures on August 6, 2018. The interest rate, as of the amendment date, was LIBOR plus 1.50%. In addition, the line of credit can now be expanded, depending on certain conditions, up to a total amount of $2.0 billion (without giving effect to the $125.0 million unsecured term loan described below). All obligations under the amended facility are only unconditionally guaranteed by the Company.

The Company has a $125.0 million unsecured term loan under the Company's line of credit that bears interest at LIBOR plus a spread of 1.95% to 3.20% depending on the Company's overall leverage and matures on December 8, 2018. Based on the Company's leverage level at June 30, 2013, the borrowing rate is LIBOR plus 2.20%. As of June 30, 2013, the total interest rate was 2.79%.

At June 30, 2013, the Company was in compliance with all applicable loan covenants under its agreements.

At June 30, 2013, the Company had cash and cash equivalents of $46.9 million.

#### Off-Balance Sheet Arrangements:

The Company accounts for its investments in joint ventures that it does not have a controlling interest in or is not the primary beneficiary of, using the equity method of accounting and those investments are reflected on the Consolidated Balance Sheets of the Company as "Investments in unconsolidated joint ventures" and "Distributions in excess of investments in unconsolidated joint ventures".

In addition, certain joint ventures also have secured debt that could become recourse debt to the Company or its subsidiaries, in excess of the Company's pro rata share, should the joint ventures be unable to discharge the obligations of the related debt. At June 30, 2013, the balance of the debt that could be recourse to the Company was $51.1 million offset in part by indemnity agreements from joint venture partners for $21.3 million. The maturities of the recourse debt, net of indemnification, are $4.1 million in 2013, $16.8 million in 2015 and $8.9 million in 2016.

Additionally, as of June 30, 2013, the Company is contingently liable for $3.8 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

#### Long-term Contractual Obligations:

The following is a schedule of long-term contractual obligations as of June 30, 2013 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):

| Contractual Obligations | Payment Due by Period Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than five years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Long-term debt obligations (includes expected interest payments) | $5,406,947 | $243,031 | $1,415,447 | $1,120,070 | $2,628,399 |
| Operating lease obligations(1) | 360,192 | 15,085 | 27,104 | 24,556 | 293,447 |
| Purchase obligations(1) | 15,073 | 15,073 | — | — | — |
| Other long-term liabilities | 275,819 | 233,935 | 2,982 | 3,299 | 35,603 |
|  | $6,058,031 | $507,124 | $1,445,533 | $1,147,925 | $2,957,449 |

(1)

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

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

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

Adjusted FFO ("AFFO") excludes the FFO impact of Shoppingtown Mall and Valley View Center for the three and six months ended June 30, 2012. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. In July 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date. On May 31, 2012, the Company conveyed Prescott Gateway to the lender by a deed-in-lieu of foreclosure and the debt was forgiven, resulting in a gain on the extinguishment of debt of $16.4 million. AFFO also excludes the gain on extinguishment of debt of Prescott Gateway for the three and six months ended June 30, 2012.

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

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

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

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

The following reconciles net income attributable to the Company to FFO and FFO-diluted for the three and six months ended June 30, 2013 and 2012 and FFO and FFO—diluted to AFFO and AFFO—diluted for the same periods (dollars and shares in thousands):

|  | For the Three Months Ended June 30, 2013 | 2012 | For the Six Months Ended June 30, 2013 | 2012 |
| --- | ---: | ---: | ---: | ---: |
| Net income attributable to the Company | $218,997 | $133,354 | $237,089 | $119,286 |
| Adjustments to reconcile net income attributable to the Company to FFO—basic and diluted: |  |  |  |  |
| Noncontrolling interests in the Operating Partnership | 15,902 | 11,294 | 17,244 | 10,106 |
| (Gain) loss on remeasurement, sale or write down of consolidated assets, net | (141,108) | (9,512) | (145,942) | 26,215 |
| Add: (loss) gain on sale of undepreciated consolidated assets | (10) | — | 2,238 | — |
| Add: noncontrolling interests share of (loss) gain on remeasurement, sale or write down of consolidated joint ventures, net | (9) | (17) | 3,163 | 3,538 |
| (Gain) loss on remeasurement, sale or write down of assets from unconsolidated joint ventures, net(1) | (73,035) | 354 | (73,016) | (11,157) |
| Add: gain on sale of undepreciated assets from unconsolidated joint ventures(1) | 486 | — | 484 | — |
| Depreciation and amortization on consolidated assets | 93,984 | 73,003 | 187,143 | 149,968 |
| Less: depreciation and amortization attributable to noncontrolling interests on consolidated joint ventures | (4,603) | (4,578) | (9,137) | (9,428) |
| Depreciation and amortization on unconsolidated joint ventures(1) | 22,815 | 25,553 | 44,147 | 50,310 |
| Less: depreciation on personal property | (3,014) | (3,239) | (6,034) | (6,453) |
| FFO—basic and diluted | 130,405 | 226,212 | 257,379 | 332,385 |
| Shoppingtown Mall | — | 36 | — | 396 |
| Valley View Center | — | (103,745) | — | (101,116) |
| Prescott Gateway | — | (16,350) | — | (16,350) |
| AFFO and AFFO—diluted | $130,405 | $106,153 | $257,379 | $215,315 |
| Weighted average number of FFO shares outstanding for: |  |  |  |  |
| FFO—basic(2) | 149,311 | 144,030 | 148,532 | 143,741 |
| Adjustments for impact of dilutive securities in computing FFO—diluted: |  |  |  |  |
| Stock warrants | — | 68 | — | 84 |
| Share and unit based compensation plans | 154 | 41 | 121 | 7 |
| FFO—diluted(3) | 149,465 | 144,139 | 148,653 | 143,832 |

(1)

Unconsolidated joint ventures are presented at the Company's pro rata share.

(2)

Includes 9.9 million and 11.3 million OP Units for the three months ended June 30, 2013 and 2012, respectively, and 10.1 million and 11.2 million OP units for the six months ended June 30, 2013 and 2012, respectively.

(3)

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

## Market risk

As filed, 4,485 characters.

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

The following table sets forth information as of June 30, 2013 concerning the Company's long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV") (dollars in thousands):

| CONSOLIDATED CENTERS(1): Long-term debt: | For the years ended June 30, 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | FV |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Fixed rate | $123,924 | $251,328 | $820,335 | $64,984 | $494,963 | $2,404,679 | $4,160,213 | $4,258,951 |
| Average interest rate | 4.76% | 5.32% | 5.76% | 3.68% | 3.62% | 3.96% | 4.38% |  |
| Floating rate | 109,111 | 168,612 | 104,008 | 524,123 | — | 125,000 | 1,030,854 | 1,038,864 |
| Average interest rate | 3.75% | 4.37% | 3.03% | 3.00% | —% | 2.79% | 3.28% |  |
| Total debt—Consolidated Centers | $233,035 | $419,940 | $924,343 | $589,107 | $494,963 | $2,529,679 | $5,191,067 | $5,297,815 |
| **UNCONSOLIDATED JOINT VENTURE CENTERS(1):** |  |  |  |  |  |  |  |  |
| Long-term debt (at Company's pro rata share): |  |  |  |  |  |  |  |  |
| Fixed rate | $163,657 | $171,069 | $323,472 | $56,972 | $57,044 | $629,845 | $1,402,059 | $1,434,505 |
| Average interest rate | 4.79% | 5.85% | 6.30% | 6.50% | 4.49% | 3.54% | 4.76% |  |
| Floating rate | 10,520 | 14,395 | 26,136 | 70,941 | 64,971 | — | 186,963 | 185,341 |
| Average interest rate | 3.24% | 3.11% | 3.40% | 2.84% | 2.29% | —% | 2.77% |  |
| Total debt—Unconsolidated Joint Venture Centers | $174,177 | $185,464 | $349,608 | $127,913 | $122,015 | $629,845 | $1,589,022 | $1,619,846 |

(1)

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.

The consolidated Centers' total fixed rate debt at June 30, 2013 and December 31, 2012 was $4.2 billion and $3.7 billion, respectively. The average interest rate on fixed rate debt at June 30, 2013 and December 31, 2012 was 4.38% and 4.40%, respectively. The consolidated Centers' total floating rate debt at June 30, 2013 and December 31, 2012 was $1.0 billion and $1.5 billion, respectively. The average interest rate on floating rate debt at June 30, 2013 and December 31, 2012 was 3.28% and 3.05%, respectively.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at June 30, 2013 and December 31, 2012 was $1.4 billion and $1.5 billion, respectively. The average interest rate on fixed rate debt at June 30, 2013 and December 31, 2012 was 4.76% and 5.27%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at June 30, 2013 and December 31, 2012 was $187.0 million and $178.3 million, respectively. The average interest rate on the floating rate debt at June 30, 2013 and December 31, 2012 was 2.77% and 3.69%, respectively.

In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $12.2 million per year based on $1.2 billion of floating rate debt outstanding at June 30, 2013.

The fair value of the Company's long-term debt is estimated based on a present value model utilizing interest rates that reflect the risks associated with long-term debt of similar risk and duration. In addition, the method of computing fair value for mortgage notes payable included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt (See Note 9—Mortgage Notes Payable and Note 10—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements).

## Controls and procedures

As filed, 1,584 characters.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation as of June 30, 2013, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In addition, there has been no change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

## Risk factors

As filed, 213 characters.

There have been no material changes to the risk factors relating to the Company set forth under the caption "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Filed Aug 8, 2013.
Source: SEC EDGAR, the filing index for accession 0001047469-13-008247. Last ingested by Listed: Nov 5, 2026, 12:24 ET. No prices; not investment advice.