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•	expectations regarding the Company's growth;

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

•	the Company's acquisition, disposition and other strategies;

•	regulatory matters pertaining to compliance with governmental regulations;

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

•	the Company's expectations regarding income tax benefits;

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

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

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(1)	Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.

(2)

Centers under development and redevelopment are excluded from average base rents. As a result, the leases for Fashion District Philadelphia, Paradise Valley Mall and One Westside are excluded for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. The leases for Broadway Plaza are excluded for the years ended December 31, 2016, 2015, and 2014. The leases for Fashion Outlets of Niagara Falls USA and SouthPark Mall are excluded for the years ended December 31, 2015 and 2014.

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(3)	The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.

(4)	The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease.

(1)	Cascade Mall and Northgate Mall were sold on January 18, 2017 and are excluded for the year ended December 31, 2016.

(2)	Flagstaff Mall was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on July 15, 2016 and is excluded for the year ended December 31, 2015.

(3)	Great Northern Mall was conveyed to the mortgage lender by a deed-in-lieu of foreclosure on June 30, 2015 and is excluded for the year ended December 31, 2014.

(4)	Represents real estate tax and common area maintenance charges.

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(1)

The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year. Currently, 38% of leases have provisions for future consumer price index increases that are not reflected in ending base rent. The leases for Centers currently under development and redevelopment are excluded from this table.

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(1)	Sears filed for Chapter 11 bankruptcy protection in October 2018, and as a result, closed four of its stores at the Centers in 2018 and in January 2019, Sears closed nine more of its stores at the Centers.

(2)	Nordstrom has announced plans to open a 116,000 square foot store at Country Club Plaza in Spring 2021.

(3)	Kohl's has announced plans to close its store at Green Acres Mall in 2019.

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(4)	The Company is seeking replacement tenants and/or contemplating redevelopment opportunities for these vacant sites.

(5)	The Company owns an office building and six stores located at shopping centers not owned by the Company. Of these six stores, one has been leased to Kohl's, three are vacant or partially vacant and two have been leased for non-Anchor usage.

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Asbestos.  The Company has conducted asbestos-containing materials ("ACM") surveys at various locations within the Centers. The surveys indicate that ACMs are present or suspected in certain areas, primarily vinyl floor tiles, mastics, roofing materials, drywall tape and joint compounds. The identified ACMs are generally non-friable, in good condition, and possess low probabilities for disturbance. At certain Centers where ACMs are present or suspected, however, some ACMs have been or may be classified as "friable," and ultimately may require removal under certain conditions. The Company has developed and implemented an operations and maintenance ("O&M") plan to manage ACMs in place.

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Underground Storage Tanks.  Underground storage tanks ("USTs") are or were present at certain Centers, often in connection with tenant operations at gasoline stations or automotive tire, battery and accessory service centers located at such Centers. USTs also may be or have been present at properties neighboring certain Centers. Some of these tanks have either leaked or are suspected to have leaked. Where leakage has occurred, investigation, remediation, and monitoring costs may be incurred by the Company if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

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Chlorinated Hydrocarbons.  The presence of chlorinated hydrocarbons such as perchloroethylene ("PCE") and its degradation byproducts have been detected at certain Centers, often in connection with tenant dry cleaning operations. Where PCE has been detected, the Company may incur investigation, remediation and monitoring costs if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

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•	the national economic climate;

•	the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors);

•	local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants);

•	decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales);

•	increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space;

•	negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center;

•	acts of violence, including terrorist activities; and

•	increased costs of maintenance, insurance and operations (including real estate taxes).

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•	our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties;

•	the disposal of non-core assets within an expected time frame; and

•	our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.

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•	Difficulty in replacing or renewing expiring leases with new leases at higher rents;

•	Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents; and

•	An inability to receive reimbursement from our tenants for their share of certain operating expenses, including common area maintenance, real estate taxes and insurance.

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•	we fail to contribute our share of additional capital needed by the property partnerships; or

•	we default under a partnership agreement for a property partnership or other agreements relating to the property partnerships or the Joint Venture Centers.

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•	have the effect of delaying, deferring or preventing a change in control of us or other transaction without the approval of our board of directors, even if the change in control or other transaction is in the best interests of our stockholders; and

•	limit the opportunity for our stockholders to receive a premium for their common stock or preferred stock that they might otherwise receive if an investor were attempting to acquire a block of stock in excess of the Ownership Limit or otherwise effect a change in control of us.

•	advance notice requirements for stockholder nominations of directors and stockholder proposals to be considered at stockholder meetings;

•	the obligation of our directors to consider a variety of factors with respect to a proposed business combination or other change of control transaction;

•	the authority of our directors to classify or reclassify unissued shares and cause the Company to issue shares of one or more classes or series of common stock or preferred stock;

•	the authority of our directors to create and cause the Company to issue rights entitling the holders thereof to purchase shares of stock or other securities from us; and

•	limitations on the amendment of our Charter and bylaws, the change in control of us, and the liability of our directors and officers.

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•	we will not be allowed a deduction for distributions to stockholders in computing our taxable income; and

•	we will be subject to U.S. federal income tax on our taxable income at regular corporate rates.

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(1)

The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company's economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company's actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company's joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. See “Item 1A.-Risks Related to Our Organizational Structure-Outside partners in Joint Venture Centers result in additional risks to our stockholders.”

(2)

With respect to 43 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company. With respect to the remaining nine Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2028 to 2098.

(3)

Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2018. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants. “Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor tenants.

(4)	These Sears stores closed in January 2019.

(5)	This Center had a Sears store, not owned by the Company, that closed.

(6)	Portions of the land on which the Center is situated are subject to one or more long-term ground leases.

(7)	Kohl's has announced plans to close this store in 2019.

(8)	These Centers have vacant Anchor locations. The Company is seeking replacement tenants and/or considering redevelopment opportunities for these vacant sites.

(9)	Nordstrom has announced plans to open a 116,000 square foot store at Country Club Plaza in 2021.

(10)	Included in Unconsolidated Joint Venture Centers.

(11)	Tenant spaces have been intentionally held off the market and remain vacant because of redevelopment plans. As a result, the Company believes the percentage of mall and freestanding GLA leased at this redevelopment property is not meaningful data.

(12)	Included in Consolidated Centers.

(13)

The Company owns an office building and six stores located at shopping centers not owned by the Company. Of the six stores, one has been leased to Kohl's, three are vacant or partially vacant and two have been leased for non-Anchor usage. With respect to the office building and three of the six stores, the underlying land is owned in fee entirely by the Company. With respect to the remaining three stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases. Under the terms of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2023 to 2027.

(14)	One Westside, formerly known as Westside Pavilion, was a regional shopping center that closed in January 2019. This property is under redevelopment into 584,000 square feet of creative office leased entirely to Google, along with 96,000 square feet of existing dining and entertainment space.

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(1)

The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions. The debt premiums (discounts) are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

(2)	The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

(3)	The annual debt service represents the annual payment of principal and interest.

(4)	The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5)	A 49.9% interest in the loan has been assumed by a third party in connection with the Financing Arrangement (See "Item 1. Business—Other Transactions and Events").

(6)	The loan bears interest at LIBOR plus 1.50%. On January 10, 2019, the Company replaced the existing loan on the property with a new $300.0 million loan that bears interest at 4.58% and matures on February 1, 2031.

(7)	On March 1, 2018, the Company borrowed the remaining $20,000 available under the loan agreement on the property. The loan bears interest at LIBOR plus 2.15%.

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(8)	The loan bears interest at LIBOR plus 1.35%. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2019.

(9)	On February 13, 2019, the Company’s joint venture in SanTan Village Regional Center entered into a commitment for a ten-year $220.0 million loan to replace the existing loan on the property. The new loan will bear interest at a fixed rate of 4.30% and is expected to close during the second quarter of 2019.

(10)

The loan bears interest at LIBOR plus 2.00%. 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.

(11)	On November 7, 2018, the Company's joint venture in Boulevard Shops replaced the existing loan on the property with a new $18.8 million loan that bears interest at LIBOR plus 1.85% and matures on December 5, 2023. The loan can be expanded, depending on certain conditions, up to $23.0 million.

(12)	On March 29, 2018, the Company's joint venture in Broadway Plaza placed a $450.0 million loan on the property that bears interest at an effective rate of 4.19% and matures on April 1, 2030.

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(1)

Beginning with this Annual Report on Form 10-K, the Company determined to use the FTSE Nareit Equity Retail Index instead of the FTSE Nareit All Equity REITs Index as a comparator group in the stock performance graph. The Company believes that the FTSE Nareit Equity Retail Index provides a more narrowly defined peer group that more closely matches its business and better correlates with the performance of the retail REIT industry.

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(1)	On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant.

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(1)	Minimum rents were increased by amortization of above and below-market leases of $1.9 million, $1.0 million, $12.8 million, $16.5 million and $9.1 million for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively.

(2)	During the year ended December 31, 2018, the Company incurred $19.4 million in costs associated with activities related to shareholder activism. These costs were primarily for legal and advisory services.

(3)	During the year ended December 31, 2015, the Company incurred $25.2 million in legal and advisory costs in response to an unsolicited, conditional proposal from Simon Property Group, Inc.

(4)	The (gain) loss on extinguishment of debt, net for the years ended December 31, 2016, 2015 and 2014 includes the (gain) loss on the extinguishment of mortgage notes payable of $(1.7) million, $(2.1) million and $9.6 million, respectively. The (gain) loss on extinguishment of debt, net for the year ended December 31, 2015 also includes the loss on the extinguishment of a term loan of $0.6 million.

(5)

On June 4, 2014, the Company acquired the remaining 49.0% ownership interest in Cascade Mall that it did not previously own for a cash payment of $15.2 million. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LLC. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method of accounting. From the date of acquisition until it was sold on January 18, 2017, the Company has included Cascade Mall in its consolidated financial statements.

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(6)

On January 1, 2018, upon adoption of ASU 2014-09, "Revenue From Contracts With Customers (ASC 606)", the Company changed its accounting for Chandler Freehold from a co-venture arrangement to the Financing Arrangement. As a result, the Company no longer records co-venture expense for its partner's share of the income of Chandler Freehold. Under the Financing Arrangement, the Company recognizes interest

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(7)	The Company's taxable REIT subsidiaries are subject to corporate level income taxes. The income tax expense for the year ended December 31, 2017 includes a charge of $14.2 million due to the impact of the Tax Cuts and Jobs Act of 2017 ("TCJA 2017"). The TCJA 2017 reduced the federal income tax rate to 21% (See Note 21—Income Taxes in the Company's Notes to the Consolidated Financial Statements).

(8)

(Loss) gain on sale or write down of assets, net includes a gain of $46.2 million from the sale of a 75% ownership interest in One Westside during the year ended December 31, 2018, $14.6 million from sale of 500 North Michigan Avenue and $59.6 million from the sale of Cascade Mall and Northgate Mall during the year ended December 31, 2017, $340.7 million from the sale of a 49% ownership interest in the MAC Heitman Portfolio, $101.6 million from the sale of a 40% ownership interest in Arrowhead Towne Center and $24.9 million from the sale of Capitola Mall during the year ended December 31, 2016, $311.2 million from the sale of a 40% ownership interest in the PPR Portfolio and $73.7 million from the sale of Panorama Mall during the year ended December 31, 2015 and $121.9 million from the sale of South Towne Center, $24.6 million from the sale of Camelback Colonnade and $9.0 million from the sale of a 30% ownership interest in Wilshire Boulevard during the year ended December 31, 2014. (Loss) gain on sale or write down of assets, net also includes a charge for loss on impairment and write down of assets net of gains on land sales of $78.1 million, $31.7 million, $51.9 million, $6.7 million and $82.0 million for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively (See Note 6—Property, net in the Company's Notes to the Consolidated Financial Statements).

(9)	Gain on remeasurement of assets includes $22.1 million from the acquisition of Inland Center during the year ended December 31, 2015 and $1.4 billion from the acquisition of the PPR Queens Portfolio during the year ended December 31, 2014.

(10)	Assumes the conversion of Operating Partnership units to the extent they are dilutive to the EPS computation. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the EPS computation.

(11)	Includes the dilutive effect, if any, of share and unit-based compensation plans calculated using the treasury stock method and the dilutive effect, if any, of all other dilutive securities calculated using the "if converted" method.

(12)	Equity includes the noncontrolling interests in the Operating Partnership, nonredeemable noncontrolling interests in consolidated joint ventures and common and non-participating convertible preferred units of MACWH, LP.

(13)	See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations ("FFO")".

(14)

Occupancy is the percentage of Mall and Freestanding GLA leased as of the last day of the reporting period. Centers under development and redevelopment are excluded from occupancy. As a result, occupancy for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 excluded Fashion District Philadelphia, Paradise Valley Mall and One Westside. Occupancy for the years ended December 31, 2016, 2015 and 2014 excluded Broadway Plaza. Occupancy for the years ended December 31, 2015 and 2014 excluded Fashion Outlets of Niagara Falls USA and SouthPark Mall.

(15)

Sales per square foot are based on reports by retailers leasing Mall Stores and Freestanding Stores for the trailing twelve months for tenants which have occupied such stores for a minimum of twelve months. Sales per square foot also are based on tenants 10,000 square feet and under for Regional Shopping Centers. The sales per square foot exclude Centers under development and redevelopment. As a result, sales per square foot for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 excluded Fashion District Philadelphia, Paradise Valley Mall and One Westside. Sales per square foot for the years ended December 31, 2016, 2015 and 2014 excluded Broadway Plaza. Sales per square foot for the years ended December 31, 2015 and 2014 excluded Fashion Outlets of Niagara Falls USA and SouthPark Mall.

(16)

On October 30, 2015, the Company declared two special dividends/distributions ("Special Dividend"), each of $2.00 per share of common stock and per OP Unit to stockholders and OP Unit holders of record on November 12, 2015. The first Special Dividend was paid on December 8, 2015 and the second Special Dividend was paid on January 6, 2016. The Special Dividends were funded from proceeds in connection with the financing and sale of ownership interests in the PPR Portfolio and Arrowhead Towne Center.

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(1)	Interest payments on floating rate debt were based on rates in effect at December 31, 2018.

(2)	See Note 17—Commitments and Contingencies in the Company's Notes to the Consolidated Financial Statements.

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(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, 2018, 2017, 2016, 2015 and 2014, there were 10.4 million, 10.4 million, 10.7 million, 10.6 million and 10.1 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.

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(1)	Diluted EPS excludes 90,619, 90,619 and 133,366 convertible preferred units for the years ended December 31, 2018, 2017 and 2016, respectively, as their impact was antidilutive.

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(1)

The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

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(1)	These amounts include the assets of $3,047,851 and $3,106,105 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2018 and 2017, respectively, and liabilities of $1,859,637 and $1,872,227 of the PPR Portfolio as of December 31, 2018 and 2017, respectively.

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(2)	Included in mortgage and other notes payable at December 31, 2017 was $482,332 due to NML (See Note 18—Related Party Transactions). Interest expense incurred on these borrowings, during the period NML was a related party, amounted to $20,197, $17,898 and $16,898 for the years ended December 31, 2018, 2017 and 2016, respectively.

(3)	The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $12,793, $16,562 and $17,610 for the years ended December 31, 2018, 2017 and 2016, respectively.

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(1)	The amortization of these intangible assets for the next five years and thereafter is as follows:

(2)	See Note 11—Financing Arrangement.

(3)	Accumulated amortization includes $72,286 and $74,507 relating to in-place lease values, leasing commissions and legal costs at December 31, 2018 and 2017, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $13,635, $19,958 and $33,048 for the years ended December 31, 2018, 2017 and 2016, respectively.

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(1)	Below‑market leases are included in other accrued liabilities.

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(1)

The mortgage notes payable balances includes an unamortized debt premium. Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The loan on Fashion Outlets of Niagara Falls USA had a premium of $1,701 and $2,630 at December 31, 2018 and 2017, respectively.

(2)	The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs.

(3)	The monthly debt service represents the payment of principal and interest.

(4)	The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5)	A 49.9% interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 11—Financing Arrangement).

(6)	Related party mortgage notes payable were amounts due to NML (See Note 18—Related Party Transactions).

(7)	The loan bears interest at LIBOR plus 1.50%. At December 31, 2018 and 2017, the total interest rate was 4.01% and 3.02%, respectively. On January 10, 2019, the Company replaced the existing loan on the property with a new $300,000 loan that bears interest at 4.58% and matures on February 1, 2031.

(8)	On March 1, 2018, the Company borrowed the remaining $20,000 available under the loan agreement on the property. The loan bears interest at LIBOR plus 2.15%. At December 31, 2018 and 2017, the total interest rate was 5.06% and 4.07%, respectively.

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(9)	The loan bears interest at LIBOR plus 1.35%. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2019 (See Note 5—Derivative Instruments and Hedging Activities). At December 31, 2018 and 2017, the total interest rate was 4.01% and 3.13%, respectively.

(10)	On February 13, 2019, the Company’s joint venture in SanTan Village Regional Center entered into a commitment for a ten-year $220,000 loan to replace the existing loan on the property. The new loan will bear interest at a fixed rate of 4.30% and is expected to close during the second quarter of 2019.

(11)	On August 31, 2018, a 75% interest in the loan was assumed by a third party in connection with the sale of a 75% ownership interest in the underlying property (See Note 4—Investments in Unconsolidated Joint Ventures).

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(1)	The 2018 taxable ordinary dividends are treated as "qualified REIT dividends" for purposes of Internal Revenue Code Section 199A.

(2)

The Company declared a $2.00 special cash dividend to shareholders of record as of November 12, 2015 which was paid on January 6, 2016 (See Note 13—Stockholders' Equity). Pursuant to relevant U.S. tax rules, $0.21 per common share of this dividend is treated as having been paid by the Company on December 31, 2015, and received by each shareholder of record as of November 12, 2015 on December 31, 2015. The balance of the special cash dividend has been included in the amount of dividends paid for the year ended December 31, 2016

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1.	I have reviewed this report on Form 10-K for the year ended December 31, 2018 of The Macerich Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this report on Form 10-K for the year ended December 31, 2018 of The Macerich Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

(i)	the Annual Report on Form 10-K for the year ended December 31, 2018 of the Company (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.