MACERICH CO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

Management's Overview and Summary

The Company is involved in the acquisition, ownership, development,
redevelopment, management and leasing of regional and community/power shopping
centers located throughout the United States. The Company is the sole general
partner of, and owns a majority of the ownership interests in, the Operating
Partnership. As of December 31, 2021, the Operating Partnership owned or had an
ownership interest in 44 regional town centers and five community/power shopping
centers. These 49 regional town centers and community/power shopping centers
(which include any adjoining mixed-use improvements) consist of approximately 48
million square feet of gross leasable area ("GLA") and are referred to herein as
the "Centers". The Centers consist of consolidated Centers ("Consolidated
Centers") and unconsolidated joint venture Centers ("Unconsolidated Joint
Venture Centers") as set forth in "Item 2. Properties," unless the context
otherwise requires. The Company is a self-administered and self-managed REIT and
conducts all of its operations through the Operating Partnership and the
Management Companies.

The following discussion is based primarily on the consolidated financial
statements of the Company for the years ended December 31, 2021, 2020 and 2019.
It compares the results of operations and cash flows for the year ended
December 31, 2021 to the results of operations and cash flows for the year ended
December 31, 2020. Also included is a comparison of the results of operations
and cash flows for the year ended December 31, 2020 to the results of operations
and cash flows for the year ended December 31, 2019. This information should be
read in conjunction with the accompanying consolidated financial statements and
notes thereto.

Dispositions:

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

On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to
a newly formed joint venture for $100.0 million, resulting in a gain on sale of
assets of approximately $5.6 million. Concurrent with the sale, the Company
elected to reinvest into the new joint venture at a 5% ownership interest. The
Company used the $95.3 million of net proceeds from the sale to pay down its
line of credit (See "Liquidity and Capital Resources").

On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona
for $165.3 million, resulting in a gain on sale of assets of approximately
$117.2 million. The Company used the net cash proceeds of approximately $100.1
million to pay down debt (See "Liquidity and Capital Resources").

On December 31, 2021, the Company assigned its joint venture interest in The
Shops at North Bridge in Chicago, Illinois to its partner in the joint venture.
The assignment included the assumption by the joint venture partner of the
Company's share of the debt owed by the joint venture and no cash consideration
was received by the Company. The Company recognized a loss of approximately
$28.3 million in connection with the assignment.

On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $21.0 million. The Company recognized an immaterial gain in connection with the sale.

For the twelve months ended December 31, 2021, the Company and certain joint
venture partners sold various land parcels in separate transactions, resulting
in the Company's share of the gain on sale of land of $19.6 million. The Company
used its share of the proceeds from these sales of $46.5 million to pay down
debt and for other general corporate purposes.

Financing Activities:

On January 10, 2019, the Company replaced the existing loan on Fashion Outlets
of Chicago with a new $300.0 million loan that bears interest at an effective
rate of 4.61% and matures on February 1, 2031. The Company used the net proceeds
to pay down its line of credit and for general corporate purposes.

On February 22, 2019, the Company's joint venture in The Shops at Atlas Park
entered into an agreement to increase the total borrowing capacity of the
existing loan on the property from $57.8 million to $80.0 million, and to extend
the maturity date to October 28, 2021, including extension options. Concurrent
with the loan modification, the joint venture borrowed an additional $18.4
million. The Company used its $9.2 million share of the additional proceeds to
pay down its line of credit and

                                       39
--------------------------------------------------------------------------------

for general corporate purposes. As discussed below, the Company's joint venture replaced this loan with a new loan prior to its maturity date in October 2021.

On June 3, 2019, the Company's joint venture in SanTan Village Regional Center
replaced the existing loan on the property with a new $220.0 million loan that
bears interest at an effective rate of 4.34% and matures on July 1, 2029. The
Company used its share of the additional proceeds to pay down its line of credit
and for general corporate purposes.

On June 27, 2019, the Company replaced the existing loan on Chandler Fashion
Center with a new $256.0 million loan that bears interest at an effective rate
of 4.18% and matures on July 5, 2024. The Company used its share of the
additional proceeds to pay down its line of credit and for general corporate
purposes.

On July 25, 2019, the Company's previously unconsolidated joint venture in
Fashion District Philadelphia amended the existing term loan on the joint
venture to allow for additional borrowings up to $100.0 million at LIBOR plus
2.00%. Concurrent with the amendment, the joint venture borrowed an additional
$26.0 million. On August 16, 2019, the joint venture borrowed an additional
$25.0 million. The Company used its share of the additional proceeds to pay down
its line of credit and for general corporate purposes.

On September 12, 2019, the Company's joint venture in Tysons Tower placed a new
$190.0 million loan on the property that bears interest at an effective rate of
3.38% and matures on October 11, 2029. The Company used its share of the
proceeds to pay down its line of credit and for general corporate purposes.

On October 17, 2019, the Company's joint venture in West Acres placed a
construction loan on the property that allows for borrowing of up to $6.5
million, bears interest at an effective rate of 3.72% and matures on October 10,
2029. The joint venture intends to use the proceeds from the loan to fund the
expansion of the property.

On December 3, 2019, the Company replaced the existing loan on Kings Plaza
Shopping Center with a new $540.0 million loan that bears interest at an
effective rate of 3.71% and matures on January 1, 2030. The Company used the
additional proceeds to pay down its line of credit and for general corporate
purposes.

On December 18, 2019, the Company's joint venture in One Westside placed a
$414.6 million construction loan on the redevelopment project (See
"-Redevelopment and Development Activities"). The loan bears interest at LIBOR
plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of
certain conditions and matures on December 18, 2024. The joint venture intends
to use the loan proceeds to fund the completion of the project.

On September 15, 2020, the Company closed on a loan extension agreement for the
$191.0 million loan on Danbury Fair Mall. Under the extension agreement, the
original loan maturity date of October 1, 2020 was extended to April 1, 2021 and
subsequently to October 1, 2021. The loan amount and interest rate were
unchanged following these extensions. On September 15, 2021, the Company further
extended the loan maturity to July 1, 2022. The interest rate remained
unchanged, and the Company repaid $10.0 million of the outstanding loan balance
at closing.

On November 17, 2020, the Company's joint venture in Tysons VITA, the
residential tower at Tysons Corner Center, placed a new $95.0 million loan on
the property that bears interest at an effective rate of 3.43% and matures on
December 1, 2030. Initial loan funding for the Company's joint venture was $90.0
million with future advance potential of up to $5.0 million. The Company used
its share of the initial proceeds of $45.0 million for general corporate
purposes.

On December 10, 2020, the Company made a loan (the "Partnership Loan") to the
Company's previously unconsolidated joint venture in Fashion District
Philadelphia to fund the entirety of a $100.0 million repayment to reduce the
mortgage loan on Fashion District Philadelphia from $301.0 million to $201.0
million. This mortgage loan now matures on January 22, 2024, assuming exercise
of a one-year extension option, and bears interest at LIBOR plus 3.5%, with a
LIBOR floor of 0.50%. The partnership agreement for the joint venture was
amended in connection with the Partnership Loan, and pursuant to the amended
agreement, the Partnership Loan plus 15% accrued interest must be repaid prior
to the resumption of 50/50 cash distributions to the Company and its joint
venture partner (See Note 15-Consolidated Joint Venture and Acquisitions of the
Company's Consolidated Financial Statements).

On December 15, 2020, the Company closed on a loan extension agreement for the
$101.5 million loan on Fashion Outlets of Niagara. Under the extension agreement
the original loan maturity date of October 6, 2020 was extended to October 6,
2023. The loan amount and interest rate were unchanged following the extension.

On December 29, 2020, the Company's joint venture closed on a one-year maturity
date extension for the FlatIron Crossing loan to January 5, 2022. The interest
rate increased from 3.85% to 4.10%, and the Company's joint venture repaid $15.0
million, $7.6 million at the Company's pro rata share, of the outstanding loan
balance at closing. As discussed below, the Company's joint venture replaced
this loan with a new loan prior to its maturity date that was further extended
to February 2022.

                                       40
--------------------------------------------------------------------------------

On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 which has been exercised. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.

On March 25, 2021, the Company closed on a two-year extension for the Green
Acres Commons $124.6 million loan to March 29, 2023. The interest rate is LIBOR
plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance
at closing.

On April 14, 2021, the Company terminated its existing credit facility and
entered into a new credit agreement, which provides for an aggregate $700
million facility, including a $525 million revolving loan facility that matures
on April 14, 2023, with a one-year extension option, and a $175 million term
loan facility that matures on April 14, 2024 (See "-Liquidity and Capital
Resources").

On October 26, 2021, the Company's joint venture in The Shops at Atlas Park
replaced the existing loan on the property with a new $65 million loan that
bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9,
2026, including extension options. The loan is covered by an interest rate cap
agreement that effectively prevents LIBOR from exceeding 3.0% through November
7, 2023.

On February 2, 2022, the Company's joint venture in FlatIron Crossing replaced
the existing $197 million loan on the property with a new $175 million loan that
bears interest at SOFR plus 3.45% and matures on February 9, 2027, including
extension options. The loan is covered by an interest rate cap agreement that
effectively prevents SOFR from exceeding 4.0% through February 15, 2024.

During the second quarter of 2020 and in July 2020, the Company secured
agreements with its mortgage lenders on 19 mortgage loans to defer approximately
$47.2 million of both second and third quarter of 2020 debt service payments at
the Company's pro rata share during the COVID-19 pandemic. Of the deferred
payments, $28.1 million and $36.9 million was repaid in the three months and
twelve months ended December 31, 2020, respectively; and the remaining balance
was fully repaid during the first quarter of 2021.

Redevelopment and Development Activities:

The Company's joint venture with Hudson Pacific Properties is redeveloping One
Westside into 584,000 square feet of creative office space and 96,000 square
feet of dining and entertainment space. The entire creative office space has
been leased to Google and is expected to be completed in 2022. During the fourth
quarter of 2021, the joint venture delivered the office space to Google for
tenant improvement work, which Google has commenced. The total cost of the
project is estimated to be between $500.0 million and $550.0 million, with
$125.0 million to $137.5 million estimated to be the Company's pro rata share.
The Company has incurred $106.9 million of the total $427.7 million incurred by
the joint venture as of December 31, 2021. The joint venture expects to fund the
remaining costs of the development with its new $414.6 million construction loan
(See "-Financing Activities").

The Company has a 50/50 joint venture with Simon Property Group, which was
initially formed to develop Los Angeles Premium Outlets, a premium outlet center
in Carson, California. The Company has funded $41.4 million of the total $82.8
million incurred by the joint venture as of December 31, 2021.

In connection with the closures and lease rejections of several Sears stores
owned or partially owned by the Company, the Company anticipates spending
between $130.0 million to $160.0 million at the Company's pro rata share to
redevelop the Sears stores. The anticipated openings of such redevelopments are
expected to occur over several years. The estimated range of redevelopment costs
could increase if the Company or its joint venture decides to expand the scope
of the redevelopments. The Company has funded $40.9 million at its pro rata
share as of December 31, 2021.

Other Transactions and Events:

On January 1, 2019, the Company adopted Accounting Standards Codification
("ASC") 842 "Leases", under the modified retrospective method. The new standard
amended the principles for the recognition, measurement, presentation and
disclosure of leases for both parties to a contract (i.e. lessees and lessors).
In connection with the adoption of the new lease standard, the Company elected
to use the transition packages of practical expedients for implementation
provided by the Financial Accounting Standards Board ("FASB"), which included
(i) relief from re-assessing whether an expired or existing contract meets the
definition of a lease, (ii) relief from re-assessing the classification of
expired or existing leases at the adoption date, (iii) allowing previously
capitalized initial direct leasing costs to continue to be amortized, and (iv)
application of the standard as of the adoption date rather than to all periods
presented.

Upon adoption of the new standard, the Company has presented all revenues associated with leases as leasing revenue on its consolidated statements of operations. The new standard requires the Company to reduce leasing revenue for credit losses

                                       41
--------------------------------------------------------------------------------

associated with lease receivables. In addition, straight-line rent receivables
are written off when the Company believes there is reasonable uncertainty
regarding a tenant's ability to complete the term of the lease. As a result, the
Company recognized a cumulative effect adjustment of $2.2 million upon adoption
for the write off of straight-line rent receivables of tenants that were in
litigation or bankruptcy.

The new standard requires that lessors expense, on an as-incurred basis, certain
initial direct costs that are not incremental in negotiating a lease. Initial
direct costs include the salaries and related costs for employees directly
working on leasing activities. Prior to January 1, 2019, these costs were
capitalizable and therefore the new lease standard resulted in certain of these
costs being expensed as incurred.

In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. As a result, all of the markets that the Company operates in were
subject to stay-at-home orders, and the majority of its properties were
temporarily closed in part or completely. Following staggered re-openings during
2020, all Centers have been open and operating since October 7, 2020. As of the
date of this Annual Report on Form 10-K, government-imposed capacity
restrictions resulting from COVID-19 have been essentially eliminated across the
Company's markets. Although overall fundamentals at the Centers continued to
improve during 2021, the Company expects that the COVID-19 pandemic, including
the emergence of new variants, will continue to negatively impact its results
for 2022 due, in part, to reduced occupancy relative to pre-COVID levels and
additional Anchor closures, among other factors.

The Company continues to work with all of its stakeholders to mitigate the
impact of COVID-19. The Company has developed and implemented a long list of
operational protocols based on Centers for Disease Control and Prevention
recommendations designed to ensure the safety of its employees, tenants, service
providers and shoppers. Those measures include among others: the use of
sophisticated air filtration systems to increase air circulation and outside air
flow and ventilation, significantly intensified cleaning and sanitizing
procedures with special focus on high-touch and traffic areas, highly visible
and accessible self-service sanitizing stations, providing masks at all
properties as needed and requiring mask-wearing at nearly all properties in
compliance with state and local requirements, touchless entries, social distance
queuing including the use of digital technologies, path of travel guidelines
including vertical transportation and deliveries, furniture placement and the
use of sophisticated traffic-counting technology to ensure that its properties
adhere to any relevant regulatory capacity constraints. The Company's indoor
properties feature vast interior common areas, most with two to three story
ceiling clearances, ample floor space and a comfortable environment to practice
effective social distancing even during peak retail periods. The Company
provides round-the-clock security to enforce policies and regulations, to
discourage congregation and to encourage proper distancing. Each property
deploys robust messaging to inform all of the Company's stakeholders of its
operating standards and requirements within a multi-media platform that includes
abundant on premise signage, digital and social messaging, and information
within its property and corporate websites. The Company believes that, due to
the quality of design and construction of its malls, it will be able to continue
to provide a safe indoor environment for its employees, tenants, service
providers and shoppers. Although the Company has incurred, and will continue to
incur, some incremental costs associated with COVID-19 operating protocols and
programs, these costs have not been, and are not anticipated to be, significant.

See "Outlook" in Results of Operations for a further discussion of the forward-looking impact of COVID-19 and the Company's strategic plan to mitigate the anticipated negative impact on its financial condition and results of operations.

In March 2020, the Company declared a reduced second quarter dividend of $0.50
per share of its common stock, which was paid on June 3, 2020 in a combination
of cash and shares of common stock, at the election of the stockholder, subject
to a limitation that the aggregate amount of cash payable to holders of the
Company's common stock would not exceed 20% of the aggregate amount of the
dividend, or $0.10 per share, for all stockholders of record on April 22, 2020.
The amount of the dividend represented a reduction from the Company's first
quarter 2020 dividend, and was paid in a combination of cash and shares of
common stock to preserve liquidity in light of the impact and uncertainty
arising out of the COVID-19 pandemic. The Company declared a further reduced
cash dividend of $0.15 per share of its common stock for the third and fourth
quarters of 2020 and for the first, second and third quarters of 2021. On
October 28, 2021, the Company declared a fourth quarter cash dividend of $0.15
per share of its common stock, which was paid on December 3, 2021 to
stockholders of record on November 9, 2021. On January 27, 2022, the Company
declared a fourth quarter cash dividend of $0.15 per share of its common stock,
which will be paid on March 3, 2022 to stockholders of record on February 18,
2022. The dividend amount will be reviewed by the Board on a quarterly basis.
See "-Liquidity and Capital Resources" for a further discussion of the Company's
anticipated liquidity needs, and the measures taken by the Company to meet those
needs.

On December 31, 2020, the Company and its joint venture partner, Seritage Growth
Properties ("Seritage"), entered into a distribution agreement. The joint
venture owned nine properties, including the former Sears parcels at the South
Plains Mall and the Arrowhead Towne Center. The joint venture distributed the
former Sears parcel at South Plains Mall to the Company and the former Sears
parcel at Arrowhead Towne Center to Seritage. The joint venture partners agreed
that the distributed properties were of equal value. The Company now owns 100%
of the former Sears parcel at South Plains Mall. Effective

                                       42
--------------------------------------------------------------------------------

December 31, 2020, the Company consolidates its 100% interest in the Sears parcel at South Plains Mall in the Company's consolidated financial statements (See Note 15-Consolidated Joint Venture and Acquisitions of the Company's Consolidated Financial Statements).

In connection with the commencement of separate "at the market" offering
programs, on each of February 1, 2021 and March 26, 2021, which are referred to
as the "February 2021 ATM Program" and the "March 2021 ATM Program,"
respectively, and collectively as the "ATM Programs," the Company entered into
separate equity distribution agreements with certain sales agents pursuant to
which the Company may issue and sell shares of its common stock having an
aggregate offering price of up to $500 million under each of the February 2021
ATM Program and the March 2021 ATM Program, or a total of $1 billion under the
ATM Programs. As of December 31, 2021, the Company had approximately $151.7
million of gross sales of its common stock available under the March 2021 ATM
Program. The February 2021 ATM Program was fully utilized as of June 30, 2021
and is no longer active.

See "-Liquidity and Capital Resources" for a further discussion of the Company's
anticipated liquidity needs, and the measures taken by the Company to meet those
needs.

Inflation:

In the last five years, inflation has not had a significant impact on the
Company. Most of the leases at the Centers have rent adjustments periodically
throughout the lease term. These rent increases are either in fixed increments
or based on using an annual multiple of increases in the Consumer Price Index.
In addition, the routine expiration of leases for spaces 10,000 square feet and
under each year (See "Item I. Business of the Company-Lease Expirations"),
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, most leases require the
tenants to pay their pro rata share of property taxes and utilities.

Critical Accounting Policies and Estimates

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. The Company's significant accounting policies and estimates are
described in more detail in Note 2-Summary of Significant Accounting Policies in
the Company's Notes to the Consolidated Financial Statements.

Some of these estimates and assumptions include judgments on revenue
recognition, estimates for common area maintenance and real estate tax accruals,
provisions for uncollectible accounts, impairment of long-lived assets, the
allocation of purchase price between tangible and intangible assets,
capitalization of costs and fair value measurements. The Company believes the
following are its critical accounting estimates:

Acquisitions:

Upon the acquisition of real estate properties, the Company evaluates whether
the acquisition is a business combination or asset acquisition. For both
business combinations and asset acquisitions, the Company allocates the purchase
price of properties to acquired tangible assets and intangible assets and
liabilities. For asset acquisitions, the Company capitalizes transaction costs
and allocates the purchase price using a relative fair value method allocating
all accumulated costs. For business combinations, the Company expenses
transaction costs incurred and allocates purchase price based on the estimated
fair value of each separately identified asset and liability. The Company
allocates the estimated fair value of acquisitions to land, building, tenant
improvements and identified intangible assets and liabilities, based on their
estimated fair values. In addition, any assumed mortgage notes payable are
recorded at their estimated fair values. The estimated fair value of the land
and buildings is determined utilizing an "as if vacant" methodology. Tenant
improvements represent the tangible assets associated with the existing leases
valued on a fair value basis at the acquisition date prorated over the remaining
lease terms. The tenant improvements are classified as an asset under property
and are depreciated over the remaining lease terms. Identifiable intangible
assets and liabilities relate to the value of in-place operating leases which
come in three forms: (i) leasing commissions and legal costs, which represent
the value associated with "cost avoidance" of acquiring in-place leases, such as
lease commissions paid under terms generally experienced in the Company's
markets; (ii) value of in-place leases, which represents the estimated loss of
revenue and of costs incurred for the period required to lease the "assumed
vacant" property to the occupancy level when purchased; and (iii) above or
below-market value of in-place leases, which represents the difference between
the contractual rents and market rents at the time of the acquisition,
discounted for tenant credit risks. Leasing commissions and legal costs are
recorded in deferred charges and other assets and are amortized over the
remaining lease terms. The value of in-place leases is recorded in deferred
charges and other assets and amortized over the remaining lease terms plus

                                       43
--------------------------------------------------------------------------------

any below-market fixed rate renewal options. Above or below-market leases are
classified in deferred charges and other assets or in other accrued liabilities,
depending on whether the contractual terms are above or below-market, and the
asset or liability is amortized to minimum rents over the remaining terms of the
leases. The remaining lease terms of below-market leases may include certain
below-market fixed-rate renewal periods. In considering whether or not a lessee
will execute a below-market fixed-rate lease renewal option, the Company
evaluates economic factors and certain qualitative factors at the time of
acquisition such as tenant mix in the Center, the Company's relationship with
the tenant and the availability of competing tenant space.

Remeasurement gains and losses are recognized when the Company becomes the
primary beneficiary of an existing equity method investment that is a variable
interest entity to the extent that the fair value of the existing equity
investment exceeds the carrying value of the investment, and remeasurement
losses to the extent the carrying value of the investment exceeds the fair
value. The fair value is determined based on a discounted cash flow model, with
the significant unobservable inputs including discount rate, terminal
capitalization rate and market rents.

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 or a
contracted sales price, 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. A shortened
holding period increases the risk that the carrying value of a long-lived asset
is not recoverable. Properties classified as held for sale are measured at the
lower of the carrying amount or fair value less cost to sell.

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

Fair Value of Financial Instruments:

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

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

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

The Company records its Financing Arrangement obligation at fair value on a
recurring basis with changes in fair value being recorded as interest expense in
the Company's consolidated statements of operations. The fair value is
determined based on a discounted cash flow model, with the significant
unobservable inputs including discount rate, terminal capitalization rate, and
market rents. The fair value of the Financing Arrangement obligation is
sensitive to these significant unobservable inputs and a change in these inputs
may result in a significantly higher or lower fair value measurement.




                                       44
--------------------------------------------------------------------------------

Results of Operations

Many of the variations in the results of operations, discussed below, occurred
because of the transactions affecting the Company's properties described above,
including those related to the Redevelopment Properties, the JV Transition
Centers and the Disposition Properties (each as defined below).

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

For the comparison of the year ended December 31, 2021 to the year ended
December 31, 2020 and the comparison of the year ended December 31, 2020 to the
year ended December 31, 2019, the Redevelopment Properties are Paradise Valley
Mall and certain ground up developments.

For the comparison of the year ended December 31, 2021 to the year ended
December 31, 2020 and the comparison of the year ended December 31, 2020 to the
year ended December 31, 2019, the JV Transition Centers are Fashion District
Philadelphia and Sears South Plains. The change in revenues and expenses at the
JV Transition Centers is primarily due to the conversion of Fashion District
Philadelphia from an Unconsolidated Joint Venture Center to a Consolidated
Center (See Note 15-Consolidated Joint Venture and Acquisitions in the Company's
Notes to the Consolidated Financial Statements).

For comparison of the year ended December 31, 2021 to the year ended December 31, 2020, the Disposition Properties are Paradise Valley Mall and Tucson La Encantada. For comparison of the year ended December 31, 2020 to the year ended December 31, 2019, the Disposition Property is Promenade at Casa Grande.

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 (loss) of unconsolidated joint ventures.

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

During the fourth quarter of 2021, comparable tenant sales for spaces less than
10,000 square feet across the portfolio increased by 12% relative to pre-COVID
sales during the fourth quarter of 2019. The leased occupancy rate increased to
91.5%, a 1.80% increase from 89.7% at December 31, 2020 and a 3.0% increase from
88.5% at March 31, 2021, which was the Company's lowest occupancy level since
the start of the COVID-19 pandemic. Releasing spreads increased as the Company
executed leases at an average rent of $60.02 for new and renewal leases executed
compared to $57.23 on leasing expiring, resulting in a releasing spread increase
of $2.79 per square foot, or 5%, for the twelve months ended December 31, 2021.

The Company continues to renew or replace leases that are scheduled to expire in
2022, however, for a variety of factors, the Company cannot be certain of its
ability to sign, renew or replace leases expiring in 2022 or beyond. These
leases that are scheduled to expire in 2022 represent approximately 1.0 million
square feet of the Centers, accounting for 16.93% of the GLA of mall stores and
freestanding stores, for spaces 10,000 square feet and under, as of December 31,
2021. These calculations exclude Centers under development or redevelopment and
property dispositions (See "Dispositions" and "Redevelopment and Development
Activities" in Management's Overview and Summary), and include square footage of
Centers owned by joint ventures at the Company's share.

2022 lease expirations continue to be an important focal point for the Company.
The Company now has commitments on approximately 39% of the remaining 2022
expiring square footage with another approximately 55% in the letter of intent
stage, disregarding leases for stores that have closed or for stores that
tenants have indicated they intend to close.

The Company has entered into 118 leases for new spaces totaling approximately
1.2 million square feet that have opened or are planned for opening in 2022, and
another 15 leases for new spaces totaling approximately 840,000 square feet
opening after 2022. While there may be additional new space openings in 2022,
any such leases are not yet executed.
                                       45
--------------------------------------------------------------------------------

During the trailing twelve months ended December 31, 2021, the Company signed
308 new leases and 525 renewal leases comprising approximately 3.5 million
square feet of GLA, of which 2.2 million square feet is related to the
consolidated Centers. The average tenant allowance was $22.46 per square foot.
The majority of the Company's COVID-19 related lease amendments are excluded
from these numbers.

Outlook

The Company has a long-term four-pronged business strategy that focuses on the
acquisition, leasing and management, redevelopment and development of Regional
Town Centers. Although fundamentals at the Centers continued to improve during
2021, the Company expects that the COVID-19 pandemic, including the emergence of
new variants, will continue to negatively impact its results for 2022 due, in
part, to reduced occupancy relative to pre-COVID levels and additional Anchor
closures, among other factors.

All Centers have been open and operating since October 7, 2020. As of the date
of this Annual Report on Form 10-K, government-imposed capacity restrictions
resulting from COVID-19 have been essentially eliminated across the Company's
markets. The Company experienced a positive impact to its leasing revenue during
the three and twelve months ended December 31, 2021. Leasing revenue increased
by approximately 12.4% and 3.9%, including joint ventures at the Company's
share, compared to the three and twelve months ending December 31, 2020,
respectively. This increase was primarily due to (i) increases in percentage
rent, which was primarily driven by accelerating tenant sales and all of the
Company's Centers being fully open and operating in 2021 as compared to 2020;
and (ii) decreases in bad debt reserves and decreases in retroactive rent
abatements incurred in 2021 compared to 2020. During the twelve months ended
December 31, 2021, certain of the Company's previously reserved accounts
receivable were collected resulting in a reduction of bad debt expense. These
collections were a result of improving economic conditions that have become
evident as the impact of the pandemic has eased as well as collection efforts by
the Company.

As a result of government-imposed capacity restrictions resulting from COVID-19
essentially being eliminated across the Company's markets, combined with pent up
demand, the positive economic impacts of consumer savings, fiscal stimulus and
other factors, sales and traffic at the Company's Centers continued to greatly
improve during the fourth quarter of 2021 with extremely high customer
conversion rates. Traffic levels continue to range in the mid 90%'s relative to
2019. Comparable tenant sales from spaces less than 10,000 square feet across
the portfolio increased by 12% relative to pre-COVID sales during the fourth
quarter of 2019. For the twelve months ended December 31, 2021, comparable
tenant sales from spaces less than 10,000 square feet across the portfolio
increased by 10% relative to sales during the same pre-COVID twelve-month period
of 2019.

For the three months ended December 31, 2021, the Company signed 146 leases for
approximately 0.5 million square feet. For the twelve months ended December 31,
2021, the Company signed 833 leases for approximately 3.5 million square feet,
which represents a 2% increase on a same center basis in the amount of leased
square feet relative to what was leased over the same pre-COVID twelve-month
period ended December 31, 2019. 2021 was the highest volume leasing year for the
Company since 2015, when viewed on a same center basis.

The Company believes that diversity of use within its tenant base will be a
prominent internal growth catalyst at its Centers going forward, as new uses
enhance the productivity and diversity of the tenant mix and have the potential
to significantly increase customer traffic at the applicable Centers. During the
year ended December 31, 2021, the Company signed deals for new stores with
approximately 100 new-to-Macerich portfolio uses for over 840,000 square feet,
with another nearly 300,000 square feet of such new-to-Macerich portfolio uses
currently in negotiation as of the date of this Annual Report on Form 10-K.

As of December 31, 2021, the leased occupancy rate increased to 91.5% compared
to the leased occupancy rate of 90.3% at September 30, 2021 and 89.7% at
December 31, 2020. The leased occupancy rate has improved by 3.0% from the
lowest occupancy level since the start of the COVID-19 pandemic, which was 88.5%
as of March 31, 2021.

The Company's rent collections have continued to significantly improve and are
now comparable to pre-COVID levels. The Company has made significant progress in
its negotiations with national and local tenants to secure rental payments,
despite a significant portion of the Company's tenants having requested rental
assistance, whether in the form of deferral or rent reduction. This effort of
negotiating COVID-19 rental assistance agreements is essentially now completed.
The lease amendments negotiated by the Company related to COVID-19 have resulted
in a combination of rent payment deferrals and rent abatements. The majority of
the Company's leases required continued payment of rent by the Company's tenants
during the period of government mandated closures caused by COVID-19.
Additionally, many of the Company's leases contain co-tenancy clauses. Certain
Anchor or small tenant closures have become permanent following the re-opening
of the Company's Centers, and co-tenancy clauses within certain leases may be
triggered as a result. The Company does not anticipate that the negative impact
of such clauses on lease revenue will be significant.

                                       46
--------------------------------------------------------------------------------

During the years ended December 31, 2021 and 2020, the Company incurred $47.6
million and $56.4 million, respectively, of rent abatements at the Company's
share, relating primarily to 2020 rents as a result of COVID-19 and negotiated
$4.6 million and $32.9 million of rent deferrals during the years ended December
31, 2021 and 2020, respectively, at the Company's share. During the three months
ended December 31, 2021 and 2020, the Company incurred $1.3 million and $37.9
million, respectively, of rent abatements at the Company's share relating
primarily to 2020 rents as a result of COVID-19. The Company negotiated $0.3
million of rent deferrals during the three months ended December 31, 2021. As of
December 31, 2021, $4.0 million of the rent deferrals remain outstanding, with
$2.6 million scheduled to be repaid during the remainder of 2022 and the balance
scheduled for repayment in 2023 and thereafter.

During 2020, there were 42 bankruptcy filings involving the Company's tenants,
totaling 322 leases and involving approximately 6.0 million square feet and
$85.4 million of annual leasing revenue at the Company's share. During 2021, the
pace of such filings has decreased substantially, as there were ten bankruptcy
filings involving the Company's tenants, totaling 62 leases and involving
approximately 369,000 square feet and $11.9 million of annual leasing revenue at
the Company's share. This included two leases totaling 139,000 square feet with
a single department store retailer that quickly emerged from bankruptcy and
assumed both of its leases with the Company. Excluding this department store
retailer, bankruptcy filings during 2021 only involved approximately 230,000
square feet. The Company anticipates that the pace of bankruptcy filings in 2022
will similarly be lower than years prior to 2020.

During 2022, the Company expects to generate positive cash flow from operations
after recurring operating capital expenditures, leasing capital expenditures and
payment of dividends. This assumption does not include any potential capital
generated from dispositions, refinancings or issuances of common equity. This
expected surplus will be used to de-lever the Company's balance sheet as well as
to fund the Company's development and redevelopment pipeline (See
"-Redevelopment and Development Activities" in Management's Overview and
Summary).

Given the prior disruption from COVID-19 and the related impacts on the capital
markets, the Company has secured extensions of term from one to three years of
its near-term maturing non-recourse mortgage loans totaling an aggregate of
approximately $950 million on Danbury Fair Mall, The Shops at Atlas Park,
Fashion Outlets of Niagara, FlatIron Crossing, Green Acres Mall and Green Acres
Commons. On October 26, 2021, the Company's joint venture closed a $65 million,
five-year loan, including extension options, that bears interest at LIBOR plus
4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loan
on the property. Additionally, on February 2, 2022, the Company's joint venture
in FlatIron Crossing replaced the existing $197 million loan on the property
with a new $175 million loan that bears interest at SOFR plus 3.45% and matures
on February 9, 2027, including extension options. (See "-Financing Activities"
in Management's Overview and Summary).

During the second quarter of 2021, the Company repaid and terminated its
existing credit facility and entered into a new credit agreement, which provides
for an aggregate $700 million facility, including a $525 million revolving loan
facility that matures on April 14, 2023, with a one-year extension option, and a
$175 million term loan facility that matures on April 14, 2024. Concurrent with
the closing of this credit facility, the Company repaid $985.0 million of debt
(See "-Liquidity and Capital Resources"). As of December 31, 2021, the
outstanding balance on the revolving loan facility was $119 million, less the
amount of unamortized deferred financing costs of $14.2 million. On September
20, 2021, the Company paid off the remaining balance outstanding on the term
loan facility with proceeds from the sale of Tucson La Encantada (See
"Dispositions" in Management's Overview and Summary).

Rising interest rates could increase the cost of the Company's borrowings due to
its outstanding floating-rate debt and lead to higher interest rates on new
fixed-rate debt. In certain cases, the Company may limit its exposure to
interest rate fluctuations related to a portion of its floating-rate debt by
using interest rate cap and swap agreements. Such agreements, subject to current
market conditions, allow the Company to replace floating-rate debt with
fixed-rate debt in order to achieve its desired ratio of floating-rate to
fixed-rate debt. However, any interest rate cap or swap agreements that the
Company enters into may not be effective in reducing its exposure to interest
rate changes. For example, the Company's prior swap agreements, which expired on
September 30, 2021, resulted in increases in interest expense in 2021. The
Company did not have any swap agreements in place as of December 31, 2021.

Comparison of Years Ended December 31, 2021 and 2020

Revenues:

Leasing revenue increased by $47.2 million, or 6.4%, from 2020 to 2021. The
increase in leasing revenue is attributed to increases of $23.2 million from the
Same Centers and $31.8 million from the JV Transition Centers offset in part by
$7.8 million from the Disposition Properties. Leasing revenue includes the
amortization of above and below-market leases, the amortization of straight-line
rents, lease termination income and the provision for bad debts. The
amortization of above and below-market leases decreased from $2.1 million in
2020 to $1.9 million in 2021. The amortization of straight-line rents

                                       47
--------------------------------------------------------------------------------

decreased from $24.8 million in 2020 to $5.9 million in 2021. Lease termination
income increased from $8.3 million in 2020 to $19.1 million in 2021. Percentage
rent increased from $15.5 million in 2020 to $58.8 million in 2021. Provision
for bad debts decreased from $44.3 million in 2020 to a recovery of $(6.4)
million in 2021. The increase in leasing revenue and decrease in bad debt at the
Same Centers is primarily the result of all Centers being open in 2021 compared
to the majority of Centers being closed for portions of 2020 and an increase in
tenant sales to pre-COVID 2019 levels (See "Other Transactions and Events" in
Management's Overview and Summary).

Other income increased from $22.2 million in 2020 to $33.9 million in 2021. This
is primarily due to increased parking garage income resulting from increased
traffic at the Centers (See "Other Transactions and Events" in Management's
Overview and Summary).

Management Companies' revenue increased from $23.5 million in 2020 to $26.0
million in 2021. The increase is primarily the result of increased management
fees in 2021 due to all Centers being open in 2021 compared to Centers being
closed for portions of 2020.

Shopping Center and Operating Expenses:

Shopping center and operating expenses increased $37.8 million, or 14.7%, from
2020 to 2021. The increase in shopping center and operating expenses is
attributed to increases of $21.4 million from the Same Centers, $19.6 million
from the JV Transition Centers and $0.2 million from the Redevelopment
Properties offset in part by $3.4 million from the Disposition Properties. The
increase in shopping center and operating expenses at the Same Centers is
primarily the result of all Centers being opened in 2021 compared to the
majority of Centers being closed for portions of 2020 (See "Other Transactions
and Events" in Management's Overview and Summary).

Management Companies' Operating Expenses:

Management Companies' operating expenses decreased $4.5 million from 2020 to 2021 due to a decrease in compensation expense.

Depreciation and Amortization:

Depreciation and amortization decreased $8.5 million from 2020 to 2021. The
decrease in depreciation and amortization is primarily attributed to a decrease
of $18.0 million from the Same Centers and $4.7 million from the Disposition
Properties offset in part by increases of $13.7 million from the JV Transition
Centers and $0.5 million from the Redevelopment Properties.

Interest (Income) Expense:

Interest (income) expense increased $117.1 million from 2020 to 2021. The
increase in interest (income) expense is attributed to an increase of $131.6
million from the Financing Arrangement (See Note 12-Financing Arrangement in the
Company's Notes to the Consolidated Financial Statements) and $5.9 million from
the JV Transition Centers offset in part by decreases of $7.9 million from the
Same Centers, $11.7 million from borrowings under the line of credit and $0.8
million from the Disposition Properties. The increase in interest expense from
the Financing Arrangement is primarily due to the change in fair value of the
underlying properties and the mortgage notes payable on the underlying
properties.

The above interest expense items are net of capitalized interest, which increased from $5.2 million in 2020 to $9.5 million in 2021.

Equity in Income (Loss) of Unconsolidated Joint Ventures:

Equity in income (loss) of unconsolidated joint ventures increased $42.7 million
from 2020 to 2021. The increase in equity in income (loss) of unconsolidated
joint ventures is primarily due to a decrease in the provision for bad debts and
an increase in percentage rent in 2021 compared to 2020.

Loss on Remeasurement of Assets

Loss on remeasurement of assets of $163.3 million in 2020 relates to Fashion
District Philadelphia (See Note 15-Consolidated Joint Venture and Acquisitions
in the Company's Notes to the Consolidated Financial Statements).

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

Gain (loss) on sale or write down of assets, net increased from a loss of $68.1
million in 2020 to a gain of $75.7 million in 2021. The increase is primarily
due to the $36.7 million of impairment losses on Wilton Mall and Paradise Valley
Mall, $4.2 million write-down of non-real estate assets and $36.7 million
write-down of development costs in 2020 and $117.2 million gain on the sale of
Tucson La Encantada and $29.4 million gain on land sales in 2021 offset in part
by the sale and impairment

                                       48
--------------------------------------------------------------------------------

loss of $41.6 million on Estrella Falls and $28.3 million loss related to North
Bridge in 2021 (See "Dispositions" in Management's Overview and Summary). The
impairment losses were due to the reduction in the estimated holding periods of
the properties.

Net Income (Loss):

Net income increased $261.6 million from 2020 to 2021. The increase in net income is primarily due to the variances noted above.

Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO attributable to common
stockholders and unit holders-diluted, excluding financing expense in connection
with Chandler Freehold and loss on extinguishment of debt increased 24.7% from
$339.5 million in 2020 to $423.2 million in 2021. For a reconciliation of net
income (loss) attributable to the Company, the most directly comparable GAAP
financial measure, to FFO attributable to common stockholders and unit holders,
excluding financing expense in connection with Chandler Freehold and loss on
extinguishment of debt and FFO attributable to common stockholders and unit
holders-diluted, excluding financing expense in connection with Chandler
Freehold and loss on extinguishment of debt, see "Funds From Operations ("FFO")"
below.

Operating Activities:

Cash provided by operating activities increased $161.5 million from 2020 to 2021. The increase is primarily due to the changes in assets and liabilities and the results, as discussed above.

Investing Activities:

Cash provided by investing activities increased $437.8 million from 2020 to
2021. The increase in cash provided by investing activities is primarily
attributed to an increase in proceeds from the sale of assets of $320.6 million,
proceeds from notes receivable of $1.3 million, a decrease in contributions to
unconsolidated joint ventures of $45.6 million and an increase of $15.5 million
in distributions from unconsolidated joint ventures.

Financing Activities:

Cash provided by financing activities decreased $1.3 billion from 2020 to 2021.
The decrease in cash provided by financing activities is primarily due to
decreases in proceeds from mortgages, bank and other notes payable of $140.0
million and an increase in payments on mortgages, bank and other notes payable
of $2.0 billion offset in part by net proceeds from sales of common shares under
the ATM Programs of $830.2 million and a decrease in dividends and distributions
of $36.4 million.

Comparison of Years Ended December 31, 2020 and 2019

Revenues:

Leasing revenue decreased by $118.6 million, or 13.8%, from 2019 to 2020. The
decrease in leasing revenue is attributed to decreases of $116.7 million from
the Same Centers, $2.7 million from the Redevelopment Properties and $0.5
million from the Disposition Property offset in part by $1.3 million from the JV
Transition Centers. Leasing revenue includes the amortization of above and
below-market leases, the amortization of straight-line rents, lease termination
income and the provision for bad debts. The amortization of above and
below-market leases decreased from $5.2 million in 2019 to $2.1 million in 2020.
The amortization of straight-line rents increased from $10.5 million in 2019 to
$24.8 million in 2020. Lease termination income increased from $4.7 million in
2019 to $8.3 million in 2020. Provision for bad debts increased from $7.7
million in 2019 to $44.3 million in 2020. The increase in bad debt expense is a
result of the Company assessing collectability by tenant and determining that it
was no longer probable that substantially all leasing revenue would be collected
from certain tenants, which includes tenants that have declared bankruptcy,
tenants at risk of filing bankruptcy or other tenants where collectability was
no longer probable. The decrease in leasing revenue and increase in bad debt at
the Same Centers is primarily the result of COVID-19 (See "Other Transactions
and Events" in Management's Overview and Summary).

Other income decreased from $27.9 million in 2019 to $22.2 million in 2020. The
decrease is primarily a decline in parking garage income due to the closures of
properties as a result of COVID-19 (See "Other Transactions and Events" in
Management's Overview and Summary).

Management Companies' revenue decreased from $40.7 million in 2019 to $23.5 million in 2020 due to a decrease in management fees, development fees and interest income due to the collection of notes receivable in 2019.

                                       49
--------------------------------------------------------------------------------

Shopping Center and Operating Expenses:

Shopping center and operating expenses decreased $14.3 million, or 5.3%, from
2019 to 2020. The decrease in shopping center and operating expenses is
attributed to decreases of $14.6 million from the Same Centers and $0.8 million
from the Redevelopment Properties offset in part by $0.6 million from the
Disposition Property and $0.5 million from the JV Transition Centers. The
decrease in shopping center and operating expenses at the Same Centers is
primarily the result of COVID-19 (See "Other Transactions and Events" in
Management's Overview and Summary).

Leasing Expenses:

Leasing expenses decreased from $29.6 million in 2019 to $25.2 million in 2020 due to less leasing activity in 2020.

REIT General and Administrative Expenses:

REIT general and administrative expenses increased $7.7 million from 2019 to 2020 due to an increase in compensation and consulting expense.

Depreciation and Amortization:

Depreciation and amortization decreased $11.1 million from 2019 to 2020. The
decrease in depreciation and amortization is primarily attributed to a decrease
of $13.1 million from the Same Centers offset in part by increases of $1.3
million from the Redevelopment Properties and $0.7 million from the JV
Transition Centers.

Interest (Income) Expense:

Interest (income) expense decreased $62.7 million from 2019 to 2020. The
decrease in interest (income) expense is attributed to a decrease of $72.8
million from the Financing Arrangement (See Note 12-Financing Arrangement in the
Company's Notes to the Consolidated Financial Statements), offset in part by
increases of $6.3 million from the Same Centers, $3.3 million from borrowings
under the line of credit and $0.5 million from the JV Transition Centers.

The decrease in interest expense from the Financing Arrangement is primarily due
to the change in fair value of the underlying properties and the mortgage notes
payable on the underlying properties. The increase in interest expense at the
Same Centers is primarily due to the new loans on Fashion Outlets of Chicago,
Chandler Fashion Center, SanTan Village Regional Center and Kings Plaza Shopping
Center (See "Financing Activities" in Management's Overview and Summary).

The above interest expense items are net of capitalized interest, which decreased from $9.6 million in 2019 to $5.2 million in 2020.

Equity in (Loss) Income of Unconsolidated Joint Ventures:

Equity in (loss) income of unconsolidated joint ventures decreased $75.5 million
from 2019 to 2020. The decrease in equity in (loss) income of unconsolidated
joint ventures is primarily due to a decrease in leasing revenue and other
income as a result of COVID-19 (See "Other Transactions and Events" in
Management's Overview and Summary). Leasing revenue includes a provision for bad
debt which increased from $3.1 million in 2019 to $20.0 million in 2020.

Loss on Remeasurement of Assets

Loss on remeasurement of assets of $163.3 million relates to Fashion District
Philadelphia (See Note 15-Consolidated Joint Venture and Acquisitions in the
Company's Notes to the Consolidated Financial Statements).

Loss on Sale or Write Down of Assets, net:

Loss on sale or write down of assets, net increased $56.2 million from 2019 to
2020. The increase in loss on sale or write down of assets, net is primarily due
to the $36.7 million of impairment losses, $4.2 million write-down of non-real
estate assets and $36.7 million write-down of development costs in 2020, offset
in part by $16.4 million in the write-down of development costs in 2019. The
impairment losses in 2020 were due to the reduction in the estimated holding
periods of Wilton Mall and Paradise Valley Mall.

Net (Loss) Income:

Net (loss) income decreased $348.0 million from 2019 to 2020. The decrease in
net (loss) income is primarily the result of COVID-19 (See "Other Transactions
and Events" in Management's Overview and Summary) and the loss on remeasurement
of assets discussed above.

                                       50
--------------------------------------------------------------------------------

Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO attributable to common
stockholders and unit holders-diluted, excluding financing expense in connection
with Chandler Freehold and loss on extinguishment of debt decreased 36.8% from
$537.3 million in 2019 to $339.5 million in 2020. For a reconciliation of net
(loss) income attributable to the Company, the most directly comparable GAAP
financial measure, to FFO attributable to common stockholders and unit holders,
excluding financing expense in connection with Chandler Freehold and loss on
extinguishment of debt and FFO attributable to common stockholders and unit
holders-diluted, excluding financing expense in connection with Chandler
Freehold and loss on extinguishment of debt, see "Funds From Operations ("FFO")"
below.

Operating Activities:

Cash provided by operating activities decreased $230.3 million from 2019 to
2020. The decrease is primarily due to a $96.0 million increase in tenant and
other receivables, a $47.9 million decrease in other accrued liabilities and to
the other changes in assets and liabilities and the results, as discussed above.
The increase in tenant and other receivables and the decrease in other accrued
liabilities is primarily attributed to a decrease in rents collected and a
decrease in prepaid rent as a result of COVID-19 (See "Other Transactions and
Events" in Management's Overview and Summary).

Investing Activities:

Cash used in investing activities increased $90.8 million from 2019 to 2020. The
increase in cash used in investing activities is primarily attributed to a
decrease in distributions from unconsolidated joint ventures of $187.9 million,
offset in part by a decrease of $121.6 million in development, redevelopment,
expansion and renovation of properties.

Financing Activities:

Cash provided by financing activities increased $724.7 million from 2019 to
2020. The increase in cash provided by financing activities is primarily due to
a decrease in payments on mortgages, bank and other notes payable of $1.5
billion and a decrease in dividends and distributions of $294.7 million which
are offset by a decrease in proceeds from mortgages, bank and other notes
payable of $1.1 billion. The decreases in payments on mortgages, bank and other
notes payable, dividends and distributions and the proceeds from mortgages, bank
and other notes payable are attributed to the Company's plan to increase
liquidity in connection with COVID-19 (See "Other Transactions and Events" in
Management's Overview and Summary).



                                       51
--------------------------------------------------------------------------------

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 and beyond
through cash generated from operations, distributions from unconsolidated joint
ventures, working capital reserves and/or borrowings under its line of credit.
Following the uncertain environment brought about by COVID-19, the Company took
a number of previously disclosed measures in the year ended December 31, 2020 to
enhance its liquidity position over the short-term, some of which continued into
the year ended December 31, 2021. However, the Company currently anticipates
meeting its liquidity needs for the next twelve months as it has done
historically.

Uses of Capital

The following tables summarize capital expenditures and lease acquisition costs
incurred at the Centers (at the Company's pro rata share) for the years ended
December 31:
(Dollars in thousands)                                     2021               2020               2019

Consolidated Centers: Acquisitions of property, building improvement and equipment

$  18,715          $ 

9,570 $ 34,763 Development, redevelopment, expansion and renovation of Centers

                                                46,341             38,405            112,263
Tenant allowances                                         22,101             12,413             18,860
Deferred leasing charges                                   2,585              3,044              3,203
                                                       $  89,742          $  63,432          $ 169,089
Joint Venture Centers (at the Company's pro rata
share):
Acquisitions of property, building improvement and
equipment                                              $  18,803          $   6,497          $  12,321
Development, redevelopment, expansion and renovation
of Centers                                                48,512            109,902            210,574
Tenant allowances                                         11,594              4,804              9,339
Deferred leasing charges                                   2,881              2,111              3,386
                                                       $  81,790          $ 123,314          $ 235,620



The Company expects amounts to be incurred during the next twelve months for
tenant allowances and deferred leasing charges to be less than or comparable to
2021. The Company expects to incur approximately $150 million during 2022 for
development, redevelopment, expansion and renovations. This includes the
Company's share of the remaining development costs of One Westside of
approximately $30.0 million, which is fully funded by a non-recourse
construction facility. Capital for these expenditures, developments and/or
redevelopments has been, and is expected to continue to be, obtained from a
combination of cash on hand, debt or equity financings, which are expected to
include borrowings under the Company's line of credit, from property financings
and construction loans, each to the extent available.

Sources of Capital

The Company has also generated liquidity in the past, and may continue to do so
in the future, through equity offerings and issuances, property refinancings,
joint venture transactions and the sale of non-core assets. For example, the
Company sold Paradise Valley Mall in Phoenix, Arizona and Tucson La Encantada in
Tucson, Arizona during the year ended December 31, 2021. The Company used the
proceeds from these sales to pay down its line of credit and other debt
obligations. Furthermore, the Company has filed a shelf registration statement,
which registered an unspecified amount of common stock, preferred stock,
depositary shares, debt securities, warrants, rights, stock purchase contracts
and units that may be sold from time to time by the Company.

On each of February 1, 2021 and March 26, 2021, the Company registered a
separate "at the market" offering program, pursuant to which the Company may
issue and sell shares of its common stock having an aggregate offering price of
up to $500 million under each ATM Program, or a total of $1.0 billion under the
ATM Programs, in amounts and at times to be determined by the Company. The
following table sets forth certain information with respect to issuances made
under each of the ATM Programs as of December 31, 2021.

                                       52
--------------------------------------------------------------------------------

(Dollars and shares in
thousands)                                     February 2021 ATM Program                                                  March 2021 ATM Program
For the Three Months          Number of                                                                Number of
Ended:                      Shares Issued          Net Proceeds           Sales Commissions          Shares Issued          Net Proceeds           Sales Commissions
March 31, 2021                  36,001           $     477,283          $            9,746                9,991           $     119,724          $            2,448
June 30, 2021                      686                  12,269                         254               13,229                 182,149                       3,720
September 30, 2021                   -                       -                           -                2,122                  38,449                         787
December 31, 2021                    -                       -                           -                   19                     367                           9
Total                           36,687           $     489,552          $           10,000               25,361           $     340,689          $            6,964

As of December 31, 2021, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.

The Company paid a cash dividend of $0.15 per share of its common stock, for
each quarter in the year ended December 31, 2021. This quarterly dividend level
was lower than the quarterly dividend paid prior to the onset of COVID-19, which
was $0.75 per share.

The capital and credit markets can fluctuate and, at times, limit access to debt
and equity financing for companies. The Company has been able to access capital;
however, there is no assurance the Company will be able to do so in future
periods or on similar terms and conditions. Many factors impact the Company's
ability to access capital, such as its overall debt level, interest rates,
interest coverage ratios, prevailing market conditions and the impact of
COVID-19. Increases in the Company's proportion of floating rate debt will cause
it to be subject to interest rate fluctuations in the future.

The Company's total outstanding loan indebtedness, which includes mortgages and
other notes payable, at December 31, 2021 was $6.98 billion (consisting of $4.53
billion of consolidated debt, less $0.46 billion of noncontrolling interests,
plus $2.91 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 believes that the pro rata debt provides useful information to
investors regarding its financial condition because it includes the Company's
share of debt from unconsolidated joint ventures and, for consolidated debt,
excludes the Company's partners' share from consolidated joint ventures, in each
case presented on the same basis. The Company has several significant joint
ventures and presenting its pro rata share of debt in this manner can help
investors better understand the Company's financial condition after taking into
account the Company's economic interest in these joint ventures. The Company's
pro rata share of debt should not be considered as a substitute for the
Company's total consolidated debt determined in accordance with GAAP or any
other GAAP financial measures and should only be considered together with and as
a supplement to the Company's financial information prepared in accordance with
GAAP.

The Company accounts for its investments in joint ventures that it does not have
a controlling interest 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.

As of December 31, 2021, one of the Company's joint ventures had $50.0 million
of debt that could become recourse to the Company, should the joint venture be
unable to discharge the obligation of the related debt.

Additionally, as of December 31, 2021, the Company was contingently liable for
$41 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.

Given the prior disruption from COVID-19 and the related impacts on the capital
markets, the Company has secured extensions of term from one to three years of
its near-term maturing non-recourse mortgage loans totaling an aggregate of
approximately $950 million on Danbury Fair Mall, The Shops at Atlas Park,
Fashion Outlets of Niagara, FlatIron Crossing, Green Acres Mall and Green Acres
Commons. On October 26, 2021, the Company's joint venture closed a $65 million,
five-year loan, including extension options, that bears interest at LIBOR plus
4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loan
on the property. Additionally, on February 2, 2022, the Company's joint venture
in FlatIron Crossing replaced the existing $197 million loan on the property
with a new $175 million loan that bears interest at SOFR plus 3.45% and matures
on February 9, 2027, including extension options.

                                       53
--------------------------------------------------------------------------------

On March 29, 2021, the Company sold Paradise Valley Mall to a newly formed joint
venture for $100 million. Concurrent with the sale, the Company elected to
reinvest into the joint venture at a 5% ownership interest. The Company received
$95.3 million of net proceeds. On September 17, 2021, the Company sold Tucson La
Encantada in Tucson, Arizona for $165.3 million. The Company received $100.1
million of net cash proceeds which was used to repay debt (See "-Dispositions"
in Management's Overview and Summary).

On April 14, 2021, the Company terminated its existing credit facility and
entered into a new credit agreement, which provides for an aggregate $700
million facility, including a $525 million revolving loan facility that matures
on April 14, 2023, with a one-year extension option, and a $175 million term
loan facility that matures on April 14, 2024. The revolving loan facility can be
expanded up to $800 million, subject to receipt of lender commitments and other
conditions. All obligations under the facility are guaranteed unconditionally by
the Company and are secured in the form of mortgages on certain wholly-owned
assets and pledges of equity interests held by certain of the Company's
subsidiaries. The new credit facility bears interest at LIBOR plus a spread of
2.25% to 3.25% depending on Company's overall leverage level. As of December 31,
2021, the borrowing rate was LIBOR plus 2.25%. As of December 31, 2021,
borrowings under the facility were $119.0 million less unamortized deferred
finance costs of $14.2 million for the revolving loan facility at a total
interest rate of 3.86%. As of December 31, 2021, the Company's availability
under the revolving loan facility for additional borrowings was $405.7 million.

The Company drew the $175 million term loan facility in its entirety
simultaneously with entering into the new credit agreement and subsequently paid
off the remaining balance outstanding on the term loan facility with proceeds
from the sale of Tucson La Encantada.

Concurrently with entering into the new credit agreement, the Company repaid
$985 million of debt, which included terminating and repaying all amounts
outstanding under its prior revolving line of credit facility. The Company had
four interest rate swap agreements that effectively converted a total of $400
million of the outstanding balance under the prior credit agreement from
floating rate debt of LIBOR plus 1.65% to fixed rate debt of 4.50% until
September 30, 2021. These swaps were hedged against the Santa Monica Place
floating rate loan and a portion of the Green Acres Commons floating rate loan
and effectively converted the Santa Monica Place loan and a majority of the
Green Acres Commons loan to fixed rate debt through September 30, 2021. The
Company did not renew the swaps that expired on September 30, 2021 and, as a
result, on October 1, 2021, the Santa Monica Place and Green Acres Commons loans
reverted back to floating rate loans (See Note 5 - Derivative Instruments and
Hedging Activities in the Company's Notes to the Consolidated Financial
Statements).

During the year ended December 31, 2021, the Company repaid $1.7 billion of debt
then outstanding, including the $985 million repaid in connection with the new
credit agreement. These repaid amounts represented an approximately 20%
reduction in the debt outstanding, at the Company's share, since December 31,
2020.

Cash dividends and distributions for the twelve months ended December 31, 2021 were $143.4 million which were funded by operations.

At December 31, 2021, the Company was in compliance with all applicable loan covenants under its agreements.

At December 31, 2021, the Company had cash and cash equivalents of $112.5 million.

                                       54
--------------------------------------------------------------------------------

Material Cash Commitments:

The following is a schedule of material cash commitments as of December 31, 2021
for the consolidated Centers over the periods in which they are expected to be
paid (in thousands):
                                                                              Payment Due by Period
                                                               Less than                                                     More than
Cash Commitments                             Total               1 year           1 - 3 years          3 - 5 years           five years
Long-term debt obligations
(includes expected interest
payments)(1)                             $ 5,298,302          $ 955,120          $ 1,398,990          $ 1,296,362          $ 1,647,830
Lease obligations(2)                         167,142             18,763               26,038               12,983              109,358
                                         $ 5,465,444          $ 973,883          $ 1,425,028          $ 1,309,345          $ 1,757,188

_______________________________________________________________________________

(1)Interest payments on floating rate debt were based on rates in effect at December 31, 2021. (2)See Note 8-Leases in the Company's Notes to the Consolidated Financial Statements.

Funds From Operations ("FFO")

The Company uses FFO in addition to net income to report its operating and
financial results and considers FFO and FFO -diluted as supplemental measures
for the real estate industry and a supplement to 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 sales of 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.

Beginning during the first quarter of 2018, the Company revised its definition
of FFO so that FFO excluded the impact of the financing expense in connection
with Chandler Freehold. Beginning in 2019, the Company now presents a separate
non-GAAP measure - FFO excluding financing expense in connection with Chandler
Freehold. The Company has revised the FFO presentation for the years ended
December 31, 2018 and 2017 to conform to the current presentation.

The Company accounts for its joint venture in Chandler Freehold as a financing
arrangement. In connection with this treatment, the Company recognizes financing
expense on (i) the changes in fair value of the financing arrangement
obligation, (ii) any payments to the joint venture partner equal to their pro
rata share of net income and (iii) any payments to the joint venture partner
less than or in excess of their pro rata share of net (loss) income. Only the
noted expenses related to the changes in fair value and for the payments to the
joint venture partner less than or in excess of their pro rata share of net
income are excluded from the measure - FFO excluding financing expense in
connection with Chandler Freehold.

The Company also presents FFO excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt.

FFO and FFO on a diluted basis are useful to investors in comparing operating
and financial results between periods. This is especially true since FFO
excludes real estate depreciation and amortization, as the Company believes real
estate values fluctuate based on market conditions rather than depreciating in
value ratably on a straight-line basis over time. The Company believes that such
a presentation also provides investors with a meaningful measure of its
operating results in comparison to the operating results of other REITs. In
addition, the Company believes that FFO excluding financing expense in
connection with Chandler Freehold and non-routine costs associated with
extinguishment of debt and costs related to shareholder activism 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
allows investors to more easily compare the Company's results. The Company
further believes that FFO on a diluted basis is a measure investors find most
useful in measuring the dilutive impact of outstanding convertible securities.

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



                                       55

--------------------------------------------------------------------------------

Funds From Operations ("FFO") (Continued)

Management compensates for the limitations of FFO by providing investors with
financial statements prepared according to GAAP, along with this detailed
discussion of FFO and a reconciliation of net income to FFO and FFO-diluted.
Management believes that to further understand the Company's performance, FFO
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. The following reconciles net (loss) income
attributable to the Company to FFO and FFO-basic and diluted, excluding
financing expense in connection with Chandler Freehold, loss on extinguishment
of debt, net and costs related to shareholder activism for the years ended
December 31, 2021, 2020, 2019, 2018 and 2017 (dollars and shares in thousands):


                                                     2021               2020                2019               2018               2017
Net income (loss) attributable to the Company    $  14,263          $ (230,203)         $  96,820          $  60,020          $ 146,130
Adjustments to reconcile net income (loss)
attributable to the Company to FFO attributable
to common stockholders and unit holders-basic
and diluted:
Noncontrolling interests in the Operating
Partnership                                            714             (16,822)             7,131              4,407             10,729
(Gain) loss on sale or write down of
consolidated assets, net                           (75,740)             68,112             11,909             31,825            (42,446)
Loss on remeasurement of consolidated assets             -             163,298                  -                  -                  -
Add: gain on undepreciated asset sales or
write-down from consolidated assets                 19,461               7,777              3,829              4,884              1,564
Less: loss on write-down of non-real estate
sales or write-down of assets-consolidated
assets                                              (2,200)             (4,154)                 -                  -            (10,138)
Add: noncontrolling interests share of gain
(loss) on sale or write-down of
assets-consolidated assets                           9,732                (120)            (2,822)               580              1,209
Loss (gain) on sale or write down of
assets-unconsolidated joint ventures(1)              4,931                  (6)               462             (2,993)           (14,783)
Add: gain on sale of undepreciated
assets-unconsolidated joint ventures(1)                 93                   -                  -                666              6,644
Depreciation and amortization on consolidated
assets                                             311,129             319,619            330,726            327,436            335,431
Less: noncontrolling interests in depreciation
and amortization-consolidated assets               (29,239)            (15,517)           (15,124)           (14,793)           (15,126)
Depreciation and amortization-unconsolidated
joint ventures(1)                                  182,956             199,680            189,728            174,952            177,274
Less: depreciation on personal property            (12,955)            (15,734)           (15,997)           (13,699)           (13,610)
FFO attributable to common stockholders and unit
holders-basic and diluted                          423,145             475,930            606,662            573,285            582,878
Financing expense in connection with Chandler
Freehold                                              (955)           (136,425)           (69,701)            (8,849)                 -
FFO attributable to common stockholders and unit
holders, excluding financing expense in
connection with Chandler Freehold-basic and
diluted                                            422,190             339,505            536,961            564,436            582,878
Loss on extinguishment of debt, net-consolidated
assets                                               1,007                   -                351                  -                  -

Costs related to shareholder activism                    -                   -                  -             19,369                  -
FFO attributable to common stockholders and unit
holders excluding financing expense in
connection with Chandler Freehold,
extinguishment of debt, net and costs related to
shareholder activism-diluted                     $ 423,197          $  339,505          $ 537,312          $ 583,805          $ 582,878
Weighted average number of FFO shares
outstanding for:
FFO attributable to common stockholders and unit
holders-basic(2)                                   207,991             156,920            151,755            151,502            152,293
Adjustments for the impact of dilutive
securities in computing FFO-diluted:
  Share and unit-based compensation plans                -                   -                  -                  2                 36
FFO attributable to common stockholders and unit
holders-diluted(3)                                 207,991             156,920            151,755            151,504            152,329



                                       56

--------------------------------------------------------------------------------

_______________________________________________________________________________

(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, 2021, 2020, 2019, 2018 and 2017, there were 9.9
million, 10.7 million, 10.4 million, 10.4 million and 10.4 million OP Units
outstanding, respectively.

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

© Edgar Online, source Glimpses