UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended December 31, 2016 | |||
OR | |||
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from to | |||
Commission file number 001-12504 | |||
A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Macerich Property Management Company 401(k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
THE MACERICH
PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2016
WITH
INDEPENDENT AUDITORS’ REPORT
AND SUPPLEMENTAL INFORMATION
TABLE OF CONTENTS
Page | ||
Financial Statements | ||
4-10 | ||
Supplemental Schedule | ||
Exhibit Index | 13 | |
Exhibit 23.1 — Consent of Independent Registered Public Accounting Firm, Windes, Inc.
Note: Other schedules required by 29 CFR 2520. 103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1914 (“ERISA”) have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Administrative Committee of
The Macerich Property Management Company 401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of The Macerich Property Management Company 401(k) Profit Sharing Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Macerich Property Management Company 401(k) Profit Sharing Plan as of December 31, 2016 and 2015, and the changes in its net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 have been subjected to audit procedures performed in conjunction with the audit of The Macerich Property Management Company 401(k) Profit Sharing Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Windes, Inc.
Long Beach, California
June 28, 2017
1
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2016 AND 2015
December 31, | |||||||
2016 | 2015 | ||||||
ASSETS | |||||||
INVESTMENTS | |||||||
Investments at fair value | $ | 116,077,788 | $ | 108,000,796 | |||
Investments at contract value | 8,612,453 | 6,966,585 | |||||
124,690,241 | 114,967,381 | ||||||
RECEIVABLES | |||||||
Notes receivable from participants | 1,255,489 | 1,378,202 | |||||
Employer contribution | 300,445 | 295,472 | |||||
1,555,934 | 1,673,674 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 126,246,175 | $ | 116,641,055 | |||
The accompanying notes are an integral part of these financial statements.
2
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2016
ADDITIONS: | |||
Additions to net assets attributed to: | |||
Investment income: | |||
Net appreciation in fair value of investments | $ | 4,542,172 | |
Dividends | 3,017,794 | ||
Interest | 241,178 | ||
7,801,144 | |||
Interest income on notes receivable from participants | 52,692 | ||
Contributions: | |||
Participants | 6,678,055 | ||
Employer | 3,378,737 | ||
Rollovers | 1,033,958 | ||
11,090,750 | |||
Total Additions | 18,944,586 | ||
DEDUCTIONS: | |||
Deductions from net assets attributed to: | |||
Benefits paid to participants | 9,046,249 | ||
Administrative expenses | 293,217 | ||
Total Deductions | 9,339,466 | ||
NET INCREASE IN NET ASSETS | 9,605,120 | ||
NET ASSETS AVAILABLE FOR BENEFITS: | |||
BEGINNING OF YEAR | 116,641,055 | ||
END OF YEAR | $ | 126,246,175 | |
The accompanying notes are an integral part of these financial statements.
3
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
NOTE 1: DESCRIPTION OF THE PLAN
The following description of The Macerich Property Management Company 401(k) Profit-Sharing Plan (the “Plan”) provides only general information. Participants and other interested parties should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution pension plan covering eligible employees of The Macerich Property Management Company LLC and participating affiliates (the “Company,” the “Employer” and the “Plan Administrator”) as defined in the Plan document. The Plan is subject to the provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the qualification provisions of the Internal Revenue Code (the “Code”).
Effective as of January 1, 2004, the Plan adopted the “Safe Harbor” provisions under Sections 401(k)(12) and 401(m)(11) of the Code. In accordance with adopting these provisions, the Company makes matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant.
Administration
The Company is the Plan Administrator (as defined in ERISA). The Company has designated an Administrative Committee (the “Committee” and the “Trustees”), consisting of Genene Kruger, SVP Human Resources, Kara McNulty Hursh, AVP Assistant Controller, Scott W. Kingsmore, SVP Finance and Stephen L. Spector, SVP General Counsel. Among other duties, it is the responsibility of the Committee to select and monitor the performance of investments, the Plan custodian, and to maintain certain administrative records. The Committee has engaged a third party, MassMutual Retirement Services ("MassMutual"), to provide recordkeeping and administrative services. The Plan Committee has entered into a Retirement Plan Consulting Services Agreement with UBS Retirement Plan Consulting Services Program to provide investment advisory services to the Plan.
Employee Participation and Eligibility
All full-time and part-time employees of the Company may enter the Plan immediately following his or her satisfaction of the eligibility requirements. Temporary employees are eligible once the employee has completed twelve consecutive months of employment during which at least 1,000 hours of service were provided, and is not covered by a collective bargaining agreement as to which retirement benefits were the subject of good faith bargaining. Effective as of January 1, 2016, the Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 5 percent of eligible compensation and their contributions invested in a designated balanced fund until changed by the participant.
Contributions
Each year, participants may defer pre-tax or after-tax Roth contributions up to 50 percent of their compensation, as defined in the Plan and subject to certain limitations set forth in the Code. The Company provides matching contributions, under the Safe Harbor arrangement described above, equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may roll over amounts representing distributions from other qualified defined benefit or defined contributions plans. Participants direct the investment of their contributions and company matching contributions into various investment options offered by the Plan, as further discussed in Note 3.
4
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 1: DESCRIPTION OF THE PLAN (CONTINUED)
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of a) the Company’s Safe Harbor matching contribution, and b) Plan earnings; and charged with any withdrawals or distributions requested by the participant, investment losses, and an allocation of administrative expenses that are paid by the plan, if applicable. Allocations are based on participant compensation or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting Provisions
Participant accounts, including salary deferrals and Safe Harbor matching contributions, are 100 percent vested at all times.
Notes Receivable From Participants
Active participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their vested account balances, whichever is less. The loans are secured by the balance in the participant’s vested account and bear interest at the prime rate plus one percent at issuance, as defined by the Plan document. Loans issued during 2016 bear interest at rates ranging from 4.50 percent to 4.75 percent. All loans issued during 2015 bear interest at a rate of 4.25 percent. Principal and interest are paid ratably through payroll deductions over a term not to exceed five years. A participant applying for a loan through the Plan will be charged a $125 loan processing fee. The loan application fee is nonrefundable and will be used to offset the administrative expenses associated with the loan. The fee will be deducted from the participant’s Plan account at the time his or her loan request is processed.
Payment of Benefits
On termination of service due to death, disability, retirement, or other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. Upon reaching 59 ½ years of age, a participant shall be entitled to make in-service withdrawals of the participant’s account in the form of a lump-sum payment.
The Plan also permits hardship withdrawals which meet a hardship purpose of immediate and heavy financial need as provided in the Plan document. Hardship withdrawals may be subject to certain income tax penalties.
Withdrawals by participants from their accounts are permitted in accordance with the Plan’s provisions.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Plan Expenses
Administrative expenses that are not paid by the Plan are paid by the Company. Administrative expenses paid by the Plan for the year ended December 31, 2016 were $293,217. This consisted of $14,841 of direct participant expenses and $278,376 paid to MassMutual to cover the Plan’s recordkeeping, advisor and investment manager expenses. In September, 2015, the Plan entered into a new service agreement with MassMutual which changed the way the expenses were paid by the Plan (from revenue sharing to asset charge) so as to reduce the cost of administrative expenses paid by the Plan.
Basis of Accounting
The financial statements of the Plan have been prepared under the accrual method of accounting.
5
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07), which eliminates the requirement to categorize investments in the fair value hierarchy if their fair value is measured using net asset value per share as a practical expedient. The amendments in ASU 2015-07 are effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Plan's management has elected to early adopt ASU 2015-07 and the adoption of ASU 2015-07 is reflected in the fair value hierarchy table in Note 4 where the investment valued using net asset value per share as a practical expedient is excluded from categorization in the fair value hierarchy.
Investment Valuation and Income Recognition
Investments are reported at fair value (except for the guaranteed interest contract, which is valued at contract value). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The investments and changes therein of the trust funds have been reported to the Plan by the Custodian using fair value and contract value, as indicated.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Benefits Payable to Former Participants
The American Institute of Certified Public Accountants (“AICPA”) has issued guidelines regarding amounts due to former Plan participants but not paid by year-end. The AICPA requires these amounts to be classified as net assets available for Plan benefits, and not as liabilities of the Plan. Included in net assets available for Plan benefits at December 31, 2016, are amounts which may become payable to participants who are not active participants of the Plan.
Payment of Benefits
Benefits are recorded when paid.
6
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 3: INVESTMENTS
The Plan allows participants to allocate their accounts among several investment options. These options include numerous registered investment companies, a guaranteed interest contract and the Macerich Company Common Stock Fund. Participants may change their investment elections daily for both existing account balances and future contributions.
The Macerich Company Common Stock Fund allows participants the ability to participate in the ownership of their employer’s common stock. Participants are not allowed to allocate more than 25 percent of a participant’s account balance and/or deferrals to this investment. For liquidity purposes, a portion of this fund may be invested in a money market account classified as a registered investment company. Total funds invested in the common stock were $4,513,961 and $5,423,228 at December 31, 2016 and 2015, respectively. Total funds invested in a money market account were $149,046 at December 31, 2015. There were no funds invested in money market accounts at December 31, 2016.
NOTE 4: FAIR VALUE MEASUREMENTS
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 Inputs to the valuation methodology include:
◦quoted prices for similar assets or liabilities in active markets;
◦quoted prices for identical or similar assets or liabilities in inactive markets;
◦inputs other than quoted prices that are observable for the asset or liability; and
◦ | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
The registered investment companies are valued at the net asset value (“NAV”) of shares held by the Plan at year-end, based upon quoted market prices. The Macerich Company Common Stock Fund is valued at the NAV at year-end, based upon (1) the quoted market price of the Company common stock shares held at year-end, and, (2) the NAV of the quoted market price of the money market fund shares held at year-end, which together comprise the Macerich Company Common Stock Fund.
7
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 4: FAIR VALUE MEASUREMENTS (CONTINUED)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2016 and 2015:
Assets at Fair Value as of December 31, 2016 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Registered Investment Companies | $ | 111,563,827 | $ | — | $ | — | $ | 111,563,827 | |||||||
Macerich Company Common | |||||||||||||||
Stock Fund | 4,513,961 | — | — | 4,513,961 | |||||||||||
Total Assets | $ | 116,077,788 | $ | — | $ | — | $ | 116,077,788 | |||||||
Assets at Fair Value as of December 31, 2015 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Registered Investment Companies | $ | 102,428,522 | $ | — | $ | — | $ | 102,428,522 | |||||||
Macerich Company Common | |||||||||||||||
Stock Fund | 5,572,274 | — | — | 5,572,274 | |||||||||||
Total Assets | $ | 108,000,796 | $ | — | $ | — | $ | 108,000,796 | |||||||
Gains and losses (realized and unrealized) included in changes in net assets for the period above are reported in net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
NOTE 5: FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACT
In September 2015, the Plan entered into a benefit-responsive investment contract with MassMutual Core Bond Separate Investment Account (the “SAGIC”). The SAGIC maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by the SAGIC. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The guaranteed interest contract issuer is contractually obligated to repay the principal and interest earned at a specified interest rate that is guaranteed to the Plan.
The guaranteed interest contract is fully benefit-responsive, and as such contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed interest contract. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value of the investment contract was $8,446,901 and $6,878,743 at December 31, 2016 and 2015, respectively. The average crediting interest rate is calculated by dividing the annual interest credited to the participants during the plan year by the average annual fair value of the investment. The separate account guaranteed interest contract does not allow the crediting interest rate below zero percent.
Average Yields | 2016 | 2015 | ||
Based on actual earnings | 3.13 | % | 2.43 | % |
Based on interest rate credited to participants | 3.13 | % | 2.43 | % |
8
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 5: FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACT (CONTINUED)
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) complete or partial termination of the Plan, (2) the establishment or activation of, or material change in, any Plan investment fund, or an amendment to the Plan or a change in the administration or operation of the Plan, including the removal of a group of employees from Plan coverage as a result of the sale or liquidation of a subsidiary or division or as a result of group layoffs or early retirement programs. The guaranteed interest contract does not permit the insurance company to terminate the agreement unless the Plan is not in compliance with the investment agreement. The guaranteed interest contract does not permit the insurance company to terminate the agreement unless the Plan is not in compliance with the investment agreement. The Plan administrator does not believe that any events have occurred which would limit the Plan’s ability to transact at contract.
NOTE 6: RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in Company common stock through the Macerich Company Common Stock Fund. These are related-party and party-in-interest transactions. As described in Note 1, the Plan has a number of services providers. Such parties are parties-in-interest under ERISA.
Certain Plan investments are managed by MassMutual. MassMutual is the record-keeper for the Plan and, therefore, these transactions qualify as party-in-interest transactions. MassMutual provides certain administrative services to the Plan pursuant to a Master Plan Services Agreement ("MSA") between the Company and MassMutual which was restated and amended as of September, 2015.
NOTE 7: PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
NOTE 8: TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated February 10, 2016, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the 2016 determination letter, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken that would require the recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
9
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
(CONTINUED)
NOTE 9: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
December 31, | |||||||
2016 | 2015 | ||||||
Net assets available for benefits per the financial statements | $ | 126,246,175 | $ | 116,641,055 | |||
Less employer contribution receivable | (300,445 | ) | (295,472 | ) | |||
Net assets available for benefits per Form 5500 | $ | 125,945,730 | $ | 116,345,583 | |||
The following is a reconciliation of contributions per the financial statements for the year ended December 31, 2016 to Form 5500:
Employer contributions per the financial statement | $ | 3,378,737 | |
Add employer contribution receivable as of December 31, 2015 | 295,472 | ||
Less employer contribution receivable as of December 31, 2016 | (300,445 | ) | |
Employer contribution per Form 5500 | $ | 3,373,764 | |
NOTE 10: RISK AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
NOTE 11: SUBSEQUENT EVENTS
The Plan has evaluated subsequent events through June 28, 2017, the date the financial statements were available to be issued.
10
THE MACERICH PROPERTY MANAGEMENT COMPANY
401(k) PROFIT SHARING PLAN
SCHEDULE H, ITEM 4I
SCHEDULE OF ASSETS (HELD AT YEAR-END)
EIN 95-4853294 PLAN NO. 001
DECEMBER 31, 2016
(a) | (b) Identity of Issuer | (c) Description of Investment | (d) Types of Investment | (e) Current Value | ||||||
American Funds | American Funds EuroPacific Growth - R6 | RIC | $ | 6,384,232 | ||||||
American Funds | American Funds New Perspective Fund | RIC | 3,379,649 | |||||||
Cohen & Steers | Cohen & Steers Real Estate Securities - A | RIC | 3,105,613 | |||||||
Columbia Mgmt Investment Advisors LLC | Columbia U.S. Government Mortgage | RIC | 6,000,204 | |||||||
Fidelity Investments | Fidelity Advisor Real Estate - I | RIC | 2,076,709 | |||||||
Fidelity Investments | Fidelity Blue Chip Growth | RIC | 8,391,196 | |||||||
Hotchkis & Wiley, LLC | Hotchkis & Wiley Mid-Cap Value | RIC | 3,602,483 | |||||||
Janus Capital Mgmt, LLC | Janus Enterprise - T | RIC | 6,490,737 | |||||||
JPMorgan Investment Mgmt, Inc. | JPMorgan Small Cap Equity - R5 | RIC | 3,956,349 | |||||||
* | Macerich | Macerich Company Common Stock Fund | MCCSF | 4,513,961 | ||||||
* | Massachusetts Financial Services Co. | MFS Total Return Bond - R4 | RIC | 5,738,094 | ||||||
* | Massachusetts Financial Services Co. | MFS Total Return - R4 | RIC | 4,863,633 | ||||||
Oppenheimer Funds, Inc. | Oppenheimer International Diversified - A | RIC | 4,488,687 | |||||||
Putnam Investment Mgmt, Inc. | Putnam Equity Income - A | RIC | 9,807,674 | |||||||
Franklin Advisers, Inc. | Templeton Global Bond - A | RIC | 2,499,634 | |||||||
The Vanguard Group, Inc. | Vanguard 500 Index | RIC | 10,434,288 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2010 | RIC | 1,218,734 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2020 | RIC | 4,420,243 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2030 | RIC | 6,668,325 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2040 | RIC | 4,607,521 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2050 | RIC | 2,638,013 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement 2060 | RIC | 190,533 | |||||||
The Vanguard Group, Inc. | Vanguard Target Retirement Income | RIC | 34,972 | |||||||
The Vanguard Group, Inc. | Vanguard Total International Index | RIC | 3,266,154 | |||||||
The Vanguard Group, Inc. | Vanguard Total Stock Market Index | RIC | 3,150,143 | |||||||
The Vanguard Group, Inc. | Vanguard Total Bond Market Index | RIC | 4,150,007 | |||||||
Total | 116,077,788 | |||||||||
* | Massachusetts Mutual Life Insurance Company | SAGIC Core Bond | GIC | 8,612,453 | ||||||
* | Participant loans | Interest rates at 4.25% to 4.75%, various maturities | 1,255,489 | |||||||
$ | 125,945,730 | |||||||||
*Indicates a party-in-interest
GIC — Guaranteed Interest Contract, presented at contract value
RIC — Registered Investment Companies
MCCSF — Macerich Company Common Stock Fund
11
REQUIRED INFORMATION
The Macerich Property Management Company 401(k) Profit Sharing Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the fiscal year ended December 31, 2016, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed herewith and incorporated herein by this reference.
The written consent of Windes, Inc. with respect to the annual financial statements of the Plan is filed as Exhibit 23.1 to this Annual Report.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf on June 28, 2017, by the undersigned hereunto duly authorized.
THE MACERICH PROPERTY MANAGEMENT | ||
COMPANY 401(K) PROFIT SHARING PLAN | ||
By: | /s/ Genene Kruger | |
Genene Kruger, Trustee | ||
By: | /s/ Kara McNulty Hursh | |
Kara McNulty Hursh, Trustee | ||
By: | /s/ Scott W. Kingsmore | |
Scott W. Kingsmore, Trustee | ||
By: | /s/ Stephen L. Spector | |
Stephen L. Spector, Trustee | ||
12
Exhibit Index
Exhibit Number | Description | |
23.1* | Consent of Windes, Inc. | |
* Filed herewith | ||
13
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of The Macerich Property Management Company 401(k) Profit Sharing Plan:
We consent to the incorporation by reference in the Registration Statement (File No. 333-69995 and 333-186916) on Form S-8 of The Macerich Company of our report dated June 28, 2017, with respect to the statements of net assets available for benefits of The Macerich Property Management Company 401(k) Profit Sharing Plan as of December 31, 2016 and 2015, the related statement of changes in net assets available for benefits for the year ended December 31, 2016, and the supplemental schedule of schedule H, line 4i - schedule of assets (held at year-end) as of December 31, 2016, which report appears in the December 31, 2016 Annual Report on Form 11-K of The Macerich Property Management Company 401(k) Profit Sharing Plan.
/s/ Windes, Inc.
Long Beach, California
June 28, 2017