Edgar Filing: MACERICH CO

Revolving line of credit, permitting borrowings up to $35,000,000 and $70,000,000 at December 31, 2001 and 2000, respectively, payable to Bank One, Arizona, N.A. (as agent), interest at prime or LIBOR rate plus 1.75 percent payable monthly. Principal balance due July 20, 2003, subject to annual one-year extensions at the lender's option. If an extension is not granted, the outstanding balance converts to a term loan with 36 monthly installments commencing one month after the conversion date.

426,935

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
October 2, 2002, (July 26, 2002)

THE MACERICH COMPANY
(Exact name of Registrant as Specified in Charter)

MARYLAND		1-12504		95-4448705
(State or other jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification Number)

401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of principal executive office)

Registrant's telephone number, including area code (310) 394-6000

N/A
(Former name, former address and former fiscal year, if changed since last report)

This Form 8-K/A, Amendment No. 1, is being filed for the purpose of filing the financial statements and pro forma financial information required by Item 7 with respect to the Current Report on Form 8-K filed by the registrant on August 9, 2002 regarding the acquisition of Westcor Realty Limited Partnership and its affiliated companies ("Westcor") from the Westcor partners and other entities.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a)	Financial Statements of Business Acquired—Westcor Realty Limited Partnership

	Report of Independent Auditors	F-1

	Audited Consolidated Financial Statements—As of December 31, 2001 and 2000 and for the years ended December 31, 2001, 2000 and 1999

	Consolidated Balance Sheets	F-2
	Consolidated Statements of Income	F-3
	Consolidated Statements of Partners' Capital	F-4
	Consolidated Statements of Cash Flows	F-5

	Notes to Consolidated Financial Statements	F-6

(b)	Interim Consolidated Financial Statements—As of June 30, 2002 and for the six months ended June 30, 2002 and 2001 (Unaudited)

	Consolidated Balance Sheet	F-21
	Consolidated Statements of Income	F-22
	Consolidated Statements of Partners' Capital	F-23
	Consolidated Statements of Cash Flows	F-25

	Notes to Interim Consolidated Financial Statements	F-26

(c)	Pro Forma Consolidated Financial Information (Unaudited)	F-27

	Consolidated Balance Sheet as of June 30, 2002	F-28
	Consolidated Statement of Operations for the six months ended June 30, 2002	F-30
	Consolidated Statement of Operations for the six months ended June 30, 2001	F-32
	Consolidated Statement of Operations for the twelve months ended December 31, 2001	F-34

(d)	Exhibits

23.1	Consent of Independent Auditors

Report of Independent Auditors

The Partners of
Westcor Realty Limited Partnership

We have audited the accompanying consolidated balance sheets of Westcor Realty Limited Partnership as of December 31, 2001 and 2000, and the related consolidated statements of income, partners' capital and cash flows for each of the three years in the period ended December 31, 2001. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Westcor Realty Limited Partnership at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Phoenix, Arizona
February 22, 2002

F-1

Westcor Realty Limited Partnership

Consolidated Balance Sheets
(in thousands)

	December 31
	2001		2000
Assets
Properties	$	494,027	$	229,006
Investments in unconsolidated joint ventures		243,966		236,109
Cash		18,312		9,431
Accounts and notes receivable, net of allowance for doubtful accounts of $1,110 and $415 at December 31, 2001 and 2000, respectively		3,343		2,079
Amounts due from affiliates		11,839		10,591
Other assets, net		5,234		7,249

	$	776,721	$	494,465

Liabilities and Partners' Capital
Accrued development costs	$	—	$	11,644
Accounts payable		1,047		348
Accrued compensation		19,365		8,093
Accrued interest payable		747		192
Other accrued expenses		4,422		2,551
Security deposits and other liabilities		6,129		4,770

		31,710		27,598
Notes payable		426,935		135,476
Minority interest		9,520		10,887
Partners' capital		308,556		320,504

	$	776,721	$	494,465

See accompanying notes.

F-2

Westcor Realty Limited Partnership

Consolidated Statements of Income
(in thousands)

		Year ended December 31
		2001			2000			1999
Revenues
Rental		$	24,151		$	19,513		$	18,446
Operating expense reimbursements			9,719			7,711			7,440
Asset management, leasing and development fees			21,285			19,669			8,376
Interest:
	Affiliates		995			768			950
	Other		783			1,166			1,283
Sales of properties, net			29,619			3,989			5,741
Other			383			794			859

			86,935			53,610			43,095
Expenses
Recoverable costs from tenants			9,294			7,308			7,110
Interest			8,125			4,624			8,664
Management, leasing and development			24,840			22,586			10,608
General and administrative			14,226			5,290			6,916
Cost of properties sold			21,777			1,584			1,978
Depreciation and amortization			7,964			6,032			7,347

			86,226			47,424			42,623

Income before minority interest and equity in income of unconsolidated joint ventures			709			6,186			472
Minority interest			(2,745	)		(1,825	)		(1,615	)
Equity in income of unconsolidated joint ventures			19,088			13,798			15,481

Net income		$	17,052		$	18,159		$	14,338

See accompanying notes.

F-3

Westcor Realty Limited Partnership

Consolidated Statements of Partners' Capital
(in thousands)

				Limited Partners
	General Partner			Limited Partners
	General Partner			Class A			Class B			Total
Balance, January 1, 1999	$	3,080		$	222,642		$	82,285		$	308,007
Distributions to partners		(160	)		(11,566	)		(4,274	)		(16,000	)
Net income		143			10,365			3,830			14,338

Balance, December 31, 1999		3,063			221,441			81,841			306,345
Distributions to partners		(40	)		(2,891	)		(1,069	)		(4,000	)
Net income		182			13,126			4,851			18,159

Balance, December 31, 2000		3,205			231,676			85,623			320,504
Distributions to partners		(290	)		(20,961	)		(7,749	)		(29,000	)
Net income		171			12,325			4,556			17,052

Balance, December 31, 2001	$	3,086		$	223,040		$	82,430		$	308,556

See accompanying notes.

F-4

Westcor Realty Limited Partnership

Consolidated Statements of Cash Flows
(in thousands)

		Year ended December 31
		2001			2000			1999
Operating activities
Net income		$	17,052		$	18,159		$	14,338
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		7,964			6,032			7,347
	Amortization of common area costs		92			94			76
	Gain on sale of properties		(7,842	)		(2,405	)		(3,763	)
	Equity in income of unconsolidated joint ventures		(19,088	)		(13,798	)		(15,481	)
	Minority interest		2,745			1,825			1,615

			923			9,907			4,132
Changes in operating assets and liabilities:
	Accounts and notes receivable		(1,264	)		488			(117	)
	Amounts due from affiliates		(1,248	)		(2,067	)		11,924
	Other assets		1,598			(2,325	)		(496	)
	Accounts payable		699			22			17
	Accrued compensation		11,272			2,078			3,737
	Accrued interest payable		555			(237	)		6
	Other accrued expenses		1,871			270			335
	Security deposits and other liabilities		1,359			364			229

			14,842			(1,407	)		15,635

Net cash provided by operating activities			15,765			8,500			19,767
Investing activities
Addition to properties			(294,437	)		(71,504	)		(8,185	)
Accrued development costs			(11,644	)		11,644			—
Proceeds from sale of properties, net			29,619			3,989			5,741
Additional investments in unconsolidated joint ventures			(144,626	)		(6,486	)		(25,624	)
Distributions from unconsolidated joint ventures			155,857			29,189			24,505
Contributions by minority interest holders			—			20			9
Distributions to minority interest holders			(4,112	)		(2,059	)		(2,458	)

Net cash used in investing activities			(269,343	)		(35,207	)		(6,012	)
Financing activities
Principal payments on notes payable			(39,717	)		(1,598	)		(1,440	)
Principal borrowings on notes payable			331,176			30,452			1,114
Distributions to partners			(29,000	)		(4,000	)		(16,000	)

Net cash provided by (used in) financing activities			262,459			24,854			(16,326	)

Increase (decrease) in cash			8,881			(1,853	)		(2,571	)
Cash at beginning of year			9,431			11,284			13,855

Cash at end of year		$	18,312		$	9,431		$	11,284

Supplemental cash flow disclosure
Interest paid		$	11,213		$	7,992		$	10,917

See accompanying notes.

F-5

Westcor Realty Limited Partnership

Notes to Consolidated Financial Statements

December 31, 2001

1. The Partnership

Westcor Realty Limited Partnership (the Partnership or WRLP) was formed on July 28, 1994 for the purpose of acquiring and operating, either directly or through one or more wholly or partially owned entities, the assets of The Westcor Company Limited Partnership (TWC), The Westcor Company II Limited Partnership (TWC II) and Westcor Partners. TWC, TWC II and Westcor Partners acquire, develop, operate and invest in real property. Eastrich No. 128 Corporation (Eastrich), a Massachusetts corporation, is general partner; Telephone Real Estate Equity Trust (TREET) and Owens-Illinois Master Retirement Trust (Owens-Illinois) are Class A limited partners, and certain individual partners (Westcor Individuals) are Class B limited partners. Each partners' interest in the Partnership is as follows:

Eastrich, as general partner		1 percent
Class A Limited Partners:
	TREET	59.4685 percent
	Owens-Illinois	12.8163 percent
Class B Limited Partners:
	Westcor Individuals, in the aggregate	26.7152 percent

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Partnership, and its wholly owned partnership entities, TWC, TWC II, and Westday Associates Limited Partnership (Westday). Investments in entities in which the Partnership, through its ownership of TWC and TWC II, owns in excess of 50 percent of the respective entity are consolidated; investments in entities in which the Partnership owns 50 percent or less (Joint Ventures) are accounted for using the equity method. Intercompany balances and profits are eliminated in consolidation.

Cash

Cash consists of noninterest bearing checking accounts and U.S. Treasury money market accounts.

Properties

Land, buildings, improvements and equipment are stated at the agreed upon value determined by the partners at the date of formation, which approximated fair market value or cost if purchased after the formation date. Buildings, improvements and equipment are depreciated using five to 40 years as an estimate of useful lives. The Partnership capitalized construction period interest of approximately $3,643,000, $3,776,000 and $2,259,000 during the years ended December 31, 2001, 2000 and 1999, respectively.

Property to be held and used is reviewed for impairment whenever events or changes in circumstances indicate the related carrying amount may not be recoverable. When the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount, impairment losses are recognized based on the excess of the property's carrying value over the fair value of the property. The determination of impairment is based not only upon future cash flows, which

F-6

rely upon estimates and assumptions including expense growth, occupancy and rental rates, but also upon discount rates and other market indicators. Management believes that the estimates and assumptions used are appropriate in evaluating the carrying amount of the Partnership's properties. However, changes in market conditions and circumstances may occur which could cause the amounts ultimately realized upon the sale or other disposition of the properties to differ materially from their estimated fair value. Amounts estimated to be recoverable from future operations and ultimate sales are greater than the carrying value of each property owned at December 31, 2001 and 2000. The Partnership does not consider impairment conditions to be present at December 31, 2001. Property to be disposed of is reported at the lower of carrying amount or fair value less cost to sell.

Direct Leasing and Deferred Financing Costs

Deferred financing costs incurred in connection with long-term financing and direct leasing costs incurred to obtain tenants for properties held for lease are stated at cost and are amortized over the terms of the related financing obligations and the lives of the leases, respectively.

Other Assets

Other assets are primarily comprised of supplemental retirement plan assets stated at market value, other deposits, predevelopment costs, deferred financing costs relating to the revolving line of credit, stated on the basis of cost, net of accumulated amortization, and interest rate cap agreement fees, net of accumulated amortization.

Revenue Recognition

Rental income includes amounts received and accrued from operating leases. The straight-line basis is used to recognize base rents under leases which provide for varying rents over the lease terms. Rentals based on a percentage of tenant sales over a specified threshold are accrued after the threshold is exceeded. Payments received from tenants to induce the Partnership to release the tenant from its lease obligation prior to expiration are recognized upon termination of the lease. Amounts due from tenants as reimbursements of common area maintenance, real estate taxes and insurance are accrued as the related expenses are incurred.

Income Taxes

Under the Internal Revenue Code, a partnership is not a taxable entity; accordingly, no provision for income taxes is included in the accompanying consolidated financial statements.

Fair Value of Financial Instruments

Cash, accounts and notes receivable, amounts due from affiliates, other assets, accounts payable, accrued compensation, other accrued expenses, accrued interest payable, security deposits and other liabilities and notes payable are stated at their historical cost. These amounts approximate fair value.

401(k) Retirement Plan

The Partnership maintains a 401(k) retirement savings plan that is available to substantially all employees. Under the terms of the plan, the Partnership matches 50 percent of each participant's

F-7

voluntary contributions up to six percent of the participant's compensation. Each participant vests ratably in the matching contributions over the first five years of employment (20 percent per year).

Incentive Compensation Plan

On January 1, 1998, the Partnership adopted an incentive compensation plan to encourage the successful long-term growth of the Partnership and to attract and retain key employees. The term of the Plan is January 1, 1998 through December 31, 2002. Cash payments relating to the plan are not made until the year following the plan's term. Accruals of $10,692,000, $2,142,000 and $3,631,000 relating to the plan are included in general and administrative expenses for the years ended December 31, 2001, 2000 and 1999, respectively.

The total accrual associated with the incentive compensation plan is $17,715,000 and $7,023,000 at December 31, 2001 and 2000, and is included in accrued compensation. Also included in accrued compensation is $1,650,000 and $1,070,000 of bonuses payable under a related incentive compensation plan at December 31, 2001 and 2000, respectively.

Deferred Compensation Plan

During 1998, the Partnership established a Deferred Compensation Plan (the Plan) to which eligible employees may elect to contribute from their compensation. Employee contributions are not matched by the Partnership. Distributions from this Plan vary based upon elections made by the eligible Plan participants. All contributions under the Plan are deposited in what is commonly referred to as a "rabbi trust" arrangement pursuant to which the assets of the trust are subject to the claims of general creditors in the event of the Partnership's insolvency. In accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," management has classified these assets as trading securities. Accordingly, at December 31, 2001 and 2000, the Partnership has recorded the Plan assets (and corresponding liabilities) to participants at market value ($3,855,000 and $3,876,000, respectively); these amounts are included in other assets and other liabilities. During 2001, 2000 and 1999, dividends and realized capital gains (losses) of $(62,000), $291,000 and $232,000, respectively, relating to the Plan were recorded in income, with an offsetting compensation expense included in general and administrative expense.

Derivative Instruments

During 2001, the Partnership adopted Financial Accounting Standards Board Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), as amended by SFAS 138, to account for its hedging activities. These pronouncements require the Partnership to recognize all of its derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. At December 31, 2001, the Partnership has designated its swap agreements as qualified cash flow hedges.

For derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the

F-8

hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 2000 and 1999 consolidated financial statements to conform with the 2001 presentation.

3. Properties

Properties consist of the following at December 31 (in thousands):

	2001			2000
Land	$	87,308		$	64,739
Buildings, improvements and equipment		456,613			183,612
Direct leasing and deferred financing costs		27,552			14,374

		571,473			262,725
Less: accumulated depreciation and amortization		(77,446	)		(33,719	)

	$	494,027		$	229,006

F-9

The Partnership's investments in consolidated entities and a description of the properties at December 31 are as follows (in thousands):

		Ownership Percentage 2001		Carrying Value
Description of Property		Ownership Percentage 2001		2001			2000
Mall properties:
	Chandler Fashion Center	100.0	%	$	186,868		$	57,381
	Paradise Valley Mall	100.0			143,923			—
	Flagstaff Mall	100.0			25,176			26,711

					355,967			84,092
Urban Villages:
	Arrowhead Marketplace	—			—			10,039
	North Valley Power Center	—			—			12,827
	Paradise Village Gateway	67.0			24,230			23,943
	Superstition Springs Power Center East and perimeter land	100.0			4,014			4,385
	Village Plaza	100.0			7,415			7,538
	Village Square I	100.0			1,969			2,011
	Village Square II	100.0			4,489			4,645
	Westbar	75.0			41,774			43,388

					83,891			108,776
Specialty Retail:
	The Borgata	100.0			16,623			17,290
Land and other		81.8-100.0			7,358			5,325
Properties Under Development:
	FlatIron Crossing Peripheral Land	100.0			917			586
	Prescott Gateway	100.0			42,138			14,376
	Other	100.0			92			651

					43,147			15,613
Intercompany leasing and development fees		(see (2	))		(12,959	)		(2,090	)

				$	494,027		$	229,006

F-10

4. Investments in Unconsolidated Joint Ventures

The Partnership's ownership percentage in equity method investments in various real estate joint ventures, and the related carrying value and the Partnership's equity in income (loss) of each unconsolidated Joint Venture, are as follows (in thousands):

							Year Ended December 31, 2001 Equity in Earnings (Losses)
		December 31, 2001
Joint Venture		Ownership Percentage		Carrying Value
Mall Properties:
	Arrowhead Towne Center	33.3	%	$	(4,304	)	$	854
	Desert Sky Mall	50.0			15,886			(283	)
	FlatIron Crossing	50.0			43,595			3,033
	Paradise Valley Mall	50.0			—			4,246
	Scottsdale Fashion Square	(See (3	))		146,119			4,224
	Superstition Springs Center	33.3			5,173			332
	Superstition Springs Ground Lease	50.0			261			216

					206,730			12,622
Urban Villages:
	Camelback Colonnade	(See (1	))		7,439			766
	Chandler Festival	50.0			753			106
	Chandler Gateway	50.0			1,626			19
	Gainey Village	50.0			2,985			391
	Metro Village	37.5			25			(708	)
	Paradise Village Investment Co.	50.0			12,167			3,324

					24,995			3,898
Specialty Retail:
	Christown Plaza	25.0			171			148
	Hilton Village	50.0			1,188			321
	The Promenade	50.0			278			70

					1,637			539
Land and other		25.0-50.0			7,204			1,405
Properties under development:
	Tucson Holding, LLC	100.0			12,675			—
Intercompany leasing and development fees		(See (2	))		(9,275	)		624

				$	243,966		$	19,088

F-11

							Year Ended December 31, 2000 Equity in Earnings (Losses)
		December 31, 2000
Joint Venture		Ownership Percentage		Carrying Value
Mall Properties:
	Arrowhead Towne Center	33.3	%	$	9,643		$	865
	Desert Sky Mall	50.0			16,170			(57	)
	FlatIron Crossing	50.0			42,062			(260	)
	Paradise Valley Mall	50.0			66,997			4,638
	Scottsdale Fashion Square	50.0			58,660			3,724
	Superstition Springs Center	33.3			8,670			286
	Superstition Springs Ground Lease	50.0			3,217			230

					205,419			9,426
Urban Villages:
	Camelback Colonnade	(See (1	))		8,078			542
	Metro Village	37.5			2,717			432
	Paradise Village Investment Co.	50.0			12,943			1,690

					23,738			2,664
Specialty Retail:
	Christown Plaza	25.0			46			—
	Hilton Village	50.0			950			366
	The Promenade	50.0			228			111

					1,224			477
Land and other		5.0-50.0			7,318			391
Properties under development:
	Gainey Village	50.0			3,359			(6	)
	Chandler Gateway	50.0			1,608			(10	)
	Chandler Festival	50.0			1,697			357

					6,664			341
Intercompany leasing and development fees		(See (2	))		(8,254	)		499

				$	236,109		$	13,798

F-12

		Year Ended December 31, 1999
Joint Venture		Ownership Percentage		Equity in Earnings (Losses)
Mall Properties:
	Arrowhead Towne Center	33.3	%	$	751
	Desert Sky Mall	50.0			5
	Paradise Valley Mall	50.0			4,582
	Scottsdale Fashion Square	50.0			6,154
	Superstition Springs Center	33.3			294
	Superstition Springs Ground Lease	50.0			229

					12,015
Urban Villages:
	Arrowhead Marketplace	50.0			86
	Metro Village	37.5			399
	Paradise Village Investment Co.	50.0			1,311

					1,796
Specialty Retail:
	Camelback Colonnade	(See (1	))		314
	Christown Plaza	25.0			(31	)
	Hilton Village	50.0			287
	The Promenade	50.0			59

					629
Land and other		5.0-50.0			(206	)
Properties under development		50.0			887
Intercompany leasing and development fees		(See (2	))		360

				$	15,481

(1): The Partnership through its various investments effectively owns 75 percent of Camelback Colonnade Associates (CCA). The Partnership does not control CCA and accounts for its interest under the equity method. At December 31, 2001, CCA's balance sheet includes approximately $42,319 in property and $34,076 of a 7.5 percent long-term note payable which matures in 2006.
(2): These amounts are the cumulative intercompany elimination of the Partnership's proportionate share of capitalized leasing and development fees paid to Westcor Partners.
(3): Scottsdale Fashion Square (SFS) is owned 100 percent by WRLP through TWC and TWC II's 50 percent ownership interest each at December 31, 2001. SFS is not consolidated as control is temporary.

F-13

Combined balance sheets and statements of income are presented below for all unconsolidated Joint Ventures (in thousands).

		December 31
		2001		2000
Assets:
	Properties	$	1,002,852	$	1,136,059
	Other assets		39,768		27,748

		$	1,042,620	$	1,163,807

Liabilities and partners' capital:
	Long-term debt	$	741,339	$	647,652
	Other liabilities		19,132		23,742

			760,471		671,394
Partners' capital			282,149		492,413

		$	1,042,620	$	1,163,807

		Year Ended December 31,
		2001		2000		1999
Revenues		$	186,118	$	152,021	$	139,875
Net gain on property sales			3,208		1,428		256
Expenses:
	Recoverable from tenants		51,923		43,764		39,947
	Interest		47,211		39,664		30,816
	Depreciation and amortization		40,521		32,082		28,821
	Other		12,405		9,606		9,058

			152,060		125,116		108,642

Net income		$	37,266	$	28,333	$	31,489

F-14

5. Amounts Due from Affiliates

Following is a summary of amounts due from affiliates at December 31:

	2001		2000
	(In thousands)
Demand note receivable from Jaren Associates #4, interest accrues quarterly at an annual rate of prime plus 2 percent (10 percent minimum) (6.75 percent at December 31, 2001).	$	5,865	$	4,390
Demand note receivable plus accrued interest from Propcor II Associates, interest at prime. The Partnership has committed to loan Propcor II Associates $1,000,000 under this agreement.		2,023		1,110
Demand note receivable plus accrued interest from Propcor Associates, interest at prime (4.75 percent at December 31, 2001), repayment dependent upon cash payments to be received by Propcor Associates under a separate partnership agreement.		1,548		1,270
Various amounts due from affiliates for asset management, leasing and development fees.		1,268		1,680
Demand note receivable from Russ Lyon Realty/Westcor Venture I.		995		1,175
Other		140		966

	$	11,839	$	10,591

F-15

6. Notes Payable

Notes payable consist of the following at December 31:

	2001		2000
	(In thousands)
$160,000,000 construction note payable to Bank One Arizona as agent for several lenders at LIBOR plus 1.75 percent (4.20 percent at December 31, 2001). Maturity date is December 28, 2002 with three one-year extensions. Collateralized by deed of trust covering real property (TWC Chandler LLC) and guaranteed by TWC, TWC II and WRLP.	$	139,268	$	1,133
LIBOR plus 2.25 percent note payable to Wells Fargo Bank, interest is payable monthly (4.70 percent at December 31, 2001), with the unpaid principal balance due August 30, 2002, with the option to extend for one six-month period. The interest rate could be reduced to LIBOR plus two percent depending on certain events, as defined. Secured by SFS Acquisition, LLC's (wholly owned by TWC) 50 percent interest in Scottsdale Fashion Square. The note contains certain covenants restricting distributions and additional indebtedness by TWC. The note payable is guaranteed by WRLP, TWC and TWC II.		90,000		—
6.50 percent mortgage payable to Connecticut General Life Insurance Company, payable in monthly installments of $505,655, including interest, until January 2007 at which time the remaining principal and interest becomes due. This mortgage is collateralized by a deed of trust, an assignment of leases and rents, and a security agreement covering real property and guaranteed by TWC (Paradise Valley Mall).		80,000		—
$46,300,000 construction note payable to California Bank and Trust as agent for several lenders at LIBOR plus 2.25 percent (4.70 percent at December 31, 2001). Maturity date is May 29, 2003, with three one-year extension options. Collateralized by a deed of trust covering real property (TWC II-Prescott Mall, LLC) and guaranteed by TWC, TWC II and WRLP.		23,039		—
7.375 percent note payable to CIGNA, monthly principal and interest installments of $182,720 are due until May 1, 2009 at which time the remaining principal balance becomes due. Collateralized by a deed of trust and security agreement covering real property (Paradise Valley Mall).		23,975		24,384
7.78 percent mortgage payable to Prudential Life Insurance Company of America; principal and interest payable in monthly installments of $136,512 until April 24, 2007, at which time the remaining principal balance becomes due. Collateralized by deed of trust covering real property (Paradise Village Gateway).		18,123		18,341

F-16

7.57 percent mortgage payable to Nomura Asset Capital Corporation, principal and interest payable in monthly installments of $114,754 until October 11, 2007, at which time the remaining principal balance becomes due. Collateralized by deed of trust covering real property (The Borgata of Scottsdale).	15,688	15,854
7.8 percent note payable to Connecticut General Life Insurance Company, principal and interest payable in monthly installments of $121,378 until February 1, 2006, at which time the remaining principal balance becomes due. Collateralized by deed of trust covering real property (Flagstaff Mall).	14,438	14,755
7.14 percent note payable to Lincoln National Life Insurance Company. Principal and interest payable are due in monthly installments of $66,206 until February 2004, at which time the remaining principal balance becomes due. Collateralized by a deed of trust covering real property (Westbar).	7,850	8,074
8.63 percent note payable to John Hancock Mutual Life Insurance, principal and interest payable in monthly installments of $47,193 until November 2006, at which time the remaining principal balance becomes due. Collateralized by deed of trust covering real property (Village Plaza).	5,372	5,470
7.47 percent note payable to Lincoln National Life Insurance Company. Principal and interest payable in monthly installments of $40,537 until February 2006, at which time the remaining principal balance becomes due. Collateralized by deeds of trust covering real property and personal property (Village Square I and Village Square II).	4,949	5,062
8.00 percent note payable to Sun Life Assurance Company of Canada, principal and interest payable in monthly installments of $34,731 until January 2005, at which time the remaining principal balance becomes due. Collateralized by deed of trust covering real property (Westbar).	4,233	4,307
6.49 percent mortgage payment to Amresco Capital, L.P., principal and interest payable in monthly installments of $56,827 until September 1, 2008, at which time the remaining principal balance becomes due. Collateralized by a deed of trust covering real property (North Valley Power Center). Repaid during 2001.	—	8,777
7.09 percent mortgage payable to Nomura Asset Capital; principal and interest payable in monthly installments of $46,995 until February 11, 2008, at which time the remaining principal becomes due. Collateralized by deed of trust covering real property (Arrowhead Marketplace). Repaid during 2001.	—	6,819

F-17

A total of $35,000,000 and $47,500,000 is available as of December 31, 2001 and 2000 under the terms of the revolving credit agreement.

Principal maturities on notes payable at December 31, 2001 are as follows (in thousands):

2002	$	231,842
2003		25,882
2004		10,121
2005		6,852
2006		20,255
Thereafter		131,983

	$	426,935

7. Derivative Financial Instruments and Hedging Activities

The Partnership and its affiliates borrow from institutional lenders on both a fixed interest rate basis and a variable interest rate basis. Variable interest rate borrowings are based on a credit spread over LIBOR and are subject to interest rate risk. Significant interest rate risk is managed through the use of derivative financial instruments.

Effective January 1, 2002, an interest rate swap with a $50 million notional amount was entered into by management. The swap matures December 1, 2003, and is designated as a cash flow hedge. This swap serves to reduce exposure to interest rate risk effectively converting the LIBOR rate on $50 million of the Partnership and its affiliates' variable interest rate borrowings to a rate of 3.215 percent. The $217,500 in premiums paid for the purchase of the interest rate cap were expensed in 2001. No amounts were received from such contracts in 2001.

The Partnership manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparties' credit standing. The Partnership is exposed to credit loss in the event of nonperformance by counterparties on the interest rate contracts; however, the Partnership does not anticipate nonperformance by any of the counterparties.

F-18

8. Leases

Shopping center and office building space is leased to tenants pursuant to noncancelable operating lease agreements. Tenant leases typically provide for guaranteed minimum rent, percentage rent and other charges to cover certain operating costs. Included in the terms of many of the properties' leases are various rent holidays and scheduled future rent escalations. Rental income includes contingent rentals, based on tenant sales, of approximately $1,505,000, $1,125,000 and $1,188,000 in 2001, 2000 and 1999, respectively.

Following is a summary of future minimum lease payments receivable under noncancelable operating leases as of December 31, 2001 (excluding amounts reimbursable by tenants for property taxes, insurance, and maintenance costs) (in thousands). Remaining lease terms vary from one to 55 years.

2002	$	51,425
2003		49,617
2004		46,955
2005		44,625
2006		41,414
Thereafter		199,862

	$	433,898

9. Commitments and Contingencies

Lease Obligations

The Partnership leases the land underlying the Village Square I and II real estate projects from an affiliate. Future minimum rentals to be paid under such noncancelable operating leases are as follows as of December 31, 2001 (in thousands):

2002	$	97
2003		97
2004		97
2005		97
2006		97
Thereafter		3,700

	$	4,185

F-19

Loan Guarantees

The Partnership is a co-guarantor in certain debt held by unconsolidated entities as follows (in thousands):

			Outstanding Debt Balance December 31
Joint Venture		Maturity Date	Outstanding Debt Balance December 31
Joint Venture	Guarantors	Maturity Date	2001		2000
Chandler Gateway Partners, LLC (Chandler Gateway)	WRLP, TWC, TWC II	9/20/03	$	8,216	$	—
FlatIron Holdings, LLC (FlatIron Crossing)	WRLP	Matured		—		167,000
Scottsdale & Doubletree, L.L.C. (Gainey Village)	WRLP	4/26/02		21,592		13,638
Propcor II Associates, LLC (The Boulevard Shops)	WRLP, TWC II	1/01/04		4,474		—
SanTan Festival, LLC (Chandler Festival)	WRLP, TWC, TWC II	4/27/03		31,091		23,818

			$	65,373	$	204,456

Litigation

The Partnership is subject to certain litigation and administrative proceedings arising in the ordinary course of business. Management does not believe that such matters will have a material adverse impact on the Partnership's financial position or results of operations.

F-20

Westcor Realty Limited Partnership

Consolidated Balance Sheet
(in thousands)

	June 30, 2002
	(Unaudited)
Assets
Properties	$	527,268
Investments in unconsolidated joint ventures		94,053
Cash		38,064
Accounts and notes receivable, net of allowance for doubtful accounts of $1,249		4,027
Amounts due from affiliates		13,296
Other assets, net		4,554

	$	681,262

Liabilities and Partners' Capital
Accounts payable		814
Accrued compensation		33,165
Accrued interest payable		1,144
Other accrued expenses		7,324
Security deposits and other liabilities		5,013

		47,460
Notes payable		361,632
Minority interest		9,458
Partners' capital		262,712

	$	681,262

F-21

Westcor Realty Limited Partnership

Consolidated Statements of Income
(in thousands)

		Six Months Ended
		6/30/2002			6/30/2001
		(Unaudited)			(Unaudited)
Revenues
Rental		$	28,636		$	10,352
Asset management, leasing and development fees			11,523			12,089
Operating expense reimbursements			11,761			4,472
Interest:
	Affiliates		456			396
	Other		2,334			433
Sale of properties, net			97,360			—
Other			577			188

			152,647			27,930
Expenses
Interest			10,935			2,464
Recoverable costs from tenants			10,776			4,213
General and administrative			16,584			4,476
Depreciation and amortization			10,330			3,110
Management, leasing and development			16,439			13,924
Cost of properties sold			91,551			—

			156,615			28,187

Income (loss) before minority interest and equity in income of unconsolidated joint ventures			(3,968	)		(257	)
Minority interest			(780	)		(761	)
Equity in income of unconsolidated joint ventures			9,506			9,603

Net income		$	4,758		$	8,585

F-22

Westcor Realty Limited Partnership

Consolidated Statements of Partners' Capital
(in thousands)

			Limited Partner
	General Partner		Limited Partner
	General Partner		Class A		Class B		Total
Balance, December 31, 2000	3,205		231,676		85,623		320,504
Distribution to partners	(120	)	(8,674	)	(3,206	)	(12,000	)
Net income—six months ended June 30, 2001	86		6,206		2,293		8,585

Balance, June 30, 2001	3,171		229,208		84,710		317,089

F-23

Westcor Realty Limited Partnership

Consolidated Statements of Partners' Capital
(in thousands)

					Limited Partner
		General Partner			Limited Partner
		General Partner			Class A			Class B			Total
Balance, December 31, 2001			3,086			223,040			82,430			308,556
Distribution to partners			(500	)		(36,142	)		(13,358	)		(50,000	)
Net income—six months ended June 30, 2002			48			3,440			1,270			4,758
Other Comprehensive Income (Loss):
	Interest Rate Swaps		(6	)		(435	)		(161	)		(602	)

Balance, June 30, 2002		$	2,628		$	189,903		$	70,181		$	262,712

F-24

Westcor Realty Limited Partnership

Consolidated Statements of Cash Flows
(in thousands)

		Six Months Ended June 30, 2002			Six Months Ended June 30, 2001
		(Unaudited)			(Unaudited)
Operating activities
Net income		$	4,758		$	8,585
Adjustments for items not involving cash:
	Depreciation and amortization		10,330			3,110
	Amortization of common area costs		27			46
	Gain on sale of properties		(5,809	)		—
	Equity in income of unconsolidated joint ventures		(9,506	)		(9,603	)
	Minority interest		780			761

			580			2,899
Net change in non-cash working capital items:
	Accounts and notes receivable		(684	)		(177	)
	Amounts due from affiliates		(1,457	)		(3,301	)
	Other assets		596			(163	)
	Accounts payable		456			(368	)
	Accrued compensation		13,800			2,486
	Accrued interest payable		397			334
	Other Accrued Expenses		1,610			1,285
	Security deposits and other liabilities		(1,116	)		(268	)

			13,602			(172	)

Net cash provided by operating activities			14,182			2,727
Investing activities
Additional investments in properties			(38,452	)		(57,853	)
Accrued development costs			—			(11,644	)
Proceeds from sale of properties, net			97,360			—
Additional investments in unconsolidated joint ventures			(2,008	)		(42	)
Distributions from unconsolidated joint ventures			64,815			13,335
Contributions by minority interest holders			—			—
Distributions to minority interest holders			(842	)		(768	)

Net cash provided by (used in) investing activities			120,873			(56,972	)
Financing activities
Principal payments on notes payable			(90,860	)		(8,889	)
Principal borrowings on notes payable			25,557			72,357
Distributions to partners			(50,000	)		(12,000	)

Net cash provided by (used in) financing activities			(115,303	)		51,468

Net increase (decrease) in cash			19,752			(2,777	)
Cash at beginning of period			18,312			9,431

Cash at end of period		$	38,064		$	6,654

Interest paid		$	11,069			4,176

F-25

Westcor Realty Limited Partnership

Notes to Interim Consolidated Financial Statements

1. The accompanying consolidated financial statements of Westcor Realty Limited Partnership ("Westcor") have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by independent public accountants.

The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in this Form 8-K/A. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results for interim periods are not necessarily indicative of the results to be expected for a full year.

2. Investments in Unconsolidated Joint Ventures

During the first half of 2002, Westcor sold a 50% interest in a property, known as Scottsdale Fashion Square, for $96.6 million at a gain of $3.6 million. Additionally, a joint venture known as FlatIron Crossing distributed $42 million to Westcor. These proceeds were the result of an earlier payoff of a development agreement with the City of Bloomfield, Colorado. Also, during the first six months of 2002, construction costs of approximately $25 million were spent to complete recent developments known as Chandler Fashion Center and Prescott Gateway.

3. Accrued Compensation

In the six months ended June 30, 2002, Westcor opened two 100% owned properties and had several other unconsolidated joint venture expansions. Because of the corresponding net operating income generated, compensation under Westcor's incentive compensation plan resulted in $14.9 million of charges to general and administrative expenses for this period.

4. Notes Payable

In connection with the sale described in Note 2 above, sales proceeds were used to payoff a $90 million bridge financing that was outstanding at December 31, 2001.

F-26

Pro Forma Consolidated Financial Data

The following unaudited pro forma consolidated financial information reflects the acquisition of Westcor Realty Limited Partnership and its affiliated companies ("Westcor") by The Macerich Partnership, L.P., a subsidiary and the operating partnership of The Macerich Company (the "Company"). The total purchase price was approximately $1.475 billion which included the assumption of $733 million in existing debt and the issuance of approximately $72 million of convertible preferred operating partnership units at a price of $36.55 per unit in a private placement. Each preferred operating partnership unit is convertible into a common operating partnership unit which is in turn redeemable for, at the election of the Company, shares of the Company's common stock or cash. The balance of the purchase price was paid in cash which was provided primarily from a $380 million interim loan with a term of up to 18 months bearing interest at an average rate of LIBOR plus 3.25% and a $250 million term loan with a maturity of up to five years with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage. The pro forma consolidated statements of operations for the six months ending June 30, 2002 and 2001 and the twelve months ending December 31, 2001 assumes the Westcor acquisition occurred on January 1, 2001. The pro forma consolidated balance sheet assumes the Westcor acquisition occurred on June 30, 2002.

The historical financial information of the Company and Westcor as of June 30, 2002 and for the six months ended June 30, 2002 and 2001 and the twelve months ending December 31, 2001 have been derived from the Company and Westcor's consolidated financial statements. The pro forma consolidated financial information should be read in conjunction with the accompanying notes thereto and with the financial statements of the Company and Westcor. The unaudited pro forma consolidated financial information does not purport to be indicative of the financial position or operating results which would have been achieved had the Westcor acquisition been consummated as of the dates indicated and should not be construed as representative of future financial position or operating results. In the opinion of the Company's management, all adjustments necessary to reflect the effects of the acquisition have been made.

The purchase allocation adjustments made in connection with the unaudited pro forma consolidated financial information are based on the information available at this time. Subsequent adjustments to the allocation may be made based on additional information.

F-27

		(A) Historical			(B) Historical					Pro Forma
THE MACERICH COMPANY CONSOLIDATED BALANCE SHEET—PRO FORMA (Unaudited)		Company June 30, 2002			Westcor June 30, 2002		Pro Forma Adjustments			Company June 30, 2002
		(Dollars in thousands)
ASSETS:
Property, net		$	2,024,896		$	527,268	$	246,023	(1)	$	2,798,187
Cash and cash equivalents			59,605			38,064		—			97,669
Tenant receivables, including accrued overage rents			34,562			4,027		—			38,589
Deferred charges and other assets, net			61,953			17,850		4,872	(2)		84,675
Investments in joint ventures and the management companies			260,985			94,053		252,442	(3)		607,480

Total assets		$	2,442,001		$	681,262	$	503,337		$	3,626,600

LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY:
Mortgage notes payable:
	Related parties	$	81,054			—		—		$	81,054
	Others		1,259,713		$	361,632		—			1,621,345

Total			1,340,767			361,632		—			1,702,399
Bank notes payable			175,000			—	$	663,743	(4)		838,743
Convertible debentures			125,148			—		—			125,148
Accounts payable and accrued expenses			21,450			41,303		—			62,753
Due to affiliates			11,157			—		—			11,157
Other accrued liabiliites			26,160			6,157		—			32,317
Preferred stock dividend payable			5,013			—		—			5,013

Total liabilities			1,704,695			409,092		663,743			2,777,530

Minority interest			115,237			9,458		90,597	(5)		215,292

Series A cumulative convertible redeemable preferred stock			98,934			—		—			98,934
Series B cumulative convertible redeemable preferred stock			148,402			—		—			148,402

			247,336			—		—			247,336

Common stockholders' equity:
	Common stock		360			—		—			360
	Additional paid in capital		416,085			262,712		(251,003)			427,794
	Accumulated (deficit) earnings		(27,658	)		—		—			(27,658	)
	Accumulated other comprehensive loss		(5,161	)		—		—			(5,161	)
	Unamortized restricted stock		(8,893	)		—		—			(8,893	)

Total common stockholders' equity			374,733			262,712		(251,003)			386,442

Total liabilities, preferred stock and common stockholders' equity		$	2,442,001		$	681,262	$	503,337		$	3,626,600

Notes:

(A): This information should be read in conjunction with The Macerich Company's (the "Company") historical report on Form 10-Q for the six months ended June 30, 2002.
(B): Certain reclassifications have been made in the Westcor consolidated financial statements to conform to the financial statement presentation used by the Company.

F-28

(1): Wholly-owned property allocated basis of $773.3 million, net of Westcor's historical basis at June 30, 2002.
(2): Loan fees on new debt.
(3): Joint venture allocated basis of $346.5 million, net of Westcor's historical basis at June 30, 2002 and net of pro rata joint venture debt assumed of $362.3 million.
(4): Represents corporate debt funded at the date of acquisition. $380.0 million interim loan bearing interest at an average interest rate of LIBOR plus 3.75%; $250.0 million term loan with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall debt levels; and the balance of $33.7 million represents borrowings from the Company's $425.0 million line of credit with an interest rate ranging from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level.
(5): Minority interest adjustment reflects additional preferred operating partnership units issued at acquisition date. On July 26, 2002, 1,961,345 Class D preferred operating partnership units were issued to limited partners of Westcor. Each of these Class D units may be convertible indirectly into common stock of the Company or cash at the Company's election. Additionally, 626,250 Class C units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of The Macerich Partnership, L.P.

F-29

		(A) Historical			(B) Historical					Pro Forma
THE MACERICH COMPANY CONSOLIDATED STATEMENT OF OPERATIONS—PRO FORMA (Unaudited)		Company Six Months Ended June 30, 2002			Westcor Six Months Ended June 30, 2002		Pro Forma Adjustments			Company Six Months Ended June 30, 2002
		(Dollars in thousands, except share and per share amounts)
REVENUES:
Minimum rents		$	97,723		$	28,550	$	—		$	126,273
Percentage rents			2,288			86		—			2,374
Tenant recoveries			51,380			11,761		—			63,141
Other			4,667			14,890		—			19,557

TOTAL REVENUES			156,058			55,287		—			211,345

EXPENSES:
Shopping center and operating expenses			53,353			27,215		(2,227)	(1)		78,341
General and administrative expense			3,544			16,584		(14,900)	(2)		5,228

			56,897			43,799		(17,127	)		83,569
Interest expense			50,159			10,935		17,650	(3)		78,744
Depreciation and amortization			33,635			10,330		(1,960)	(4)		42,005
Equity in income of unconsolidated joint ventures and the management companies			5,406			9,506		3,113	(5)		18,025
Gain (loss) on sale of assets			(3,701	)		5,809		(5,809)	(6)		(3,701	)

Income of the Operating Partnership			17,072			5,538		(1,259	)		21,351
Discontinued Operations:
	Gain on sale of assets		13,916			—		—			13,916
	Income from discontinued operations		292			—		—			292

Income before minority interest			31,280			5,538		(1,259	)		35,559
Less minority interest			5,180			780		624			6,584

Net income			26,100			4,758		(1,883	)		28,975
Less preferred dividends			10,026			—		2,638	(7)		12,664

Net income available to common stockholders		$	16,074		$	4,758	($	4,521	)	$	16,311

Earnings per common share—basic:
Income from continuing operations		$	0.15							$	0.16
	Discontinued Operations		0.30								0.30

Net income—available to common stockholders		$	0.45							$	0.46

Weighted average number of common shares outstanding—basic			35,498,000								35,498,000

Weighted average number of common shares outstanding—basic, assuming full conversion of operating units outstanding			46,651,000					2,587,595			49,238,595

Earnings per common share—diluted:
Income from continuing operations		$	0.15							$	0.17
	Discontinued operations		0.30								0.29

Net income—available to common stockholders		$	0.45							$	0.46

F-30

Weighted average number of common shares outstanding—diluted for EPS				46,651,000						2,587,595			49,238,595

Notes:

(A): This information should be read in conjunction with The Macerich Company's (the "Company") historical report on Form 10-Q for the six months ended June 30, 2002.
(B): Certain reclassifications have been made in the Westcor consolidated financial statements to conform to the financial statement presentation used by the Company.
(1): Includes capitalization of internal leasing costs adjustment of $0.4 million not included in Westcor's financials at 6/30/02 and a non-recurring adjustment of $1.8 million relating to a Westcor compensation plan.
(2): Includes a non-recurring adjustment of $14.9 million relating to Westcor's incentive compensation plan.
(3): Represents interest expense on the corporate debt funded at the date of acquisition. $380.0 million interim loan bearing interest at an average interest rate of LIBOR plus 3.75% (average interest rate at 6/30/02 was 5.64%); a $250.0 million term loan with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall debt levels (average interest rate at 6/30/02 was 4.90%); and the balance represents borrowings from the Company's $425.0 million line of credit with an interest rate ranging from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. The overall interest rate on the line of credit was 4.90% at June 30, 2002.
(4): a) Depreciation reflects allocated basis of $773.3 million (at 80%-20% allocated to building/land) at 39.5 year life net of Westcor's historical depreciation and amortization for the six months ended June 30, 2002.

b) Amortization expense reflects loan fees from Westcor acquisition of $4.9 million over the life of the loans.

(5): Depreciation on joint ventures allocated basis at pro rata net of Westcor's historical depreciation and amortization of $9.3 million for the six months ended June 30, 2002.
(6): Non-recurring adjustment of $5.8 million relating to Westcor's gain on sale of assets.
(7): Dividends on preferred operating partnership units issued of $71.7MM at $0.6725 per quarter. On July 26, 2002, 1,961,345 Class D preferred operating partnership units were issued to limited partners of Westcor. Each of these Class D units may be convertible indirectly into common stock of the Company or cash at the Company's election. Additionally, 626,250 Class C units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of The Macerich Partnership, L.P. Dividends of $1.10 per share on Class C units are included in minority interest.

F-31

		(A) Historical			(B) Historical					Pro Forma
THE MACERICH COMPANY CONSOLIDATED STATEMENT OF OPERATIONS—PRO FORMA (Unaudited)		Company Six Months Ended June 30, 2001			Westcor Six Months Ended June 30, 2001		Pro Forma Adjustments			Company Six Months Ended June 30, 2001
		(Dollars in thousands, except share and per share amounts)
REVENUES:
Minimum rents		$	97,292		$	9,911	$	313	(1)	$	107,516
Percentage rents			2,948			441		(350)	(2)		3,039
Tenant recoveries			51,993			4,472		—			56,465
Other			5,069			13,106		—			18,175

TOTAL REVENUES			157,302			27,930		(37	)		185,195

EXPENSES:
Shopping center and operating expenses			51,727			18,137		(284)	(3)		69,580
General and administrative expense			3,515			4,476		(3,000)	(4)		4,991

			55,242			22,613		(3,284	)		74,571
Interest expense			55,493			2,464		24,747	(5)		82,704
Depreciation and amortization			32,317			3,110		5,263	(6)		40,690
Equity in income of unconsolidated joint ventures and the management companies			12,681			9,603		2,302	(7)		24,586
Loss on sale of assets			(188	)		—		—			(188	)

Income before extraordinary item and minority interest			26,743			9,346		(24,461	)		11,628
Extraordinary loss on early extinguishment of debt			(187	)		—		—			(187	)

Income of the Operating Partnership			26,556			9,346		(24,461	)		11,441
Discontinued Operations:
	Gain on sale of assets		—			—		—			—
	Income from discontinued operations		728			—		—			728

Income before minority interest			27,284			9,346		(24,461	)		12,169
Less minority interest			4,377			761		(6,433	)		(1,295	)

Net income			22,907			8,585		(18,028	)		13,464
Less preferred dividends			9,662			—		2,638	(8)		12,300

Net income available to common stockholders		$	13,245		$	8,585	$	(20,666	)	$	1,164

Earnings per common share—basic:
Income from continuing operations before extraordinary items		$	0.38							$	0.02
	Extraordinary item		(0.01	)							(0.01	)
	Discontinued Operations		0.02								0.02

Net income—available to common stockholders		$	0.39							$	0.03

Weighted average number of common shares outstanding—basic			33,706,000								33,706,000

Weighted average number of common shares outstanding—basic, assuming full conversion of operating units outstanding			44,860,000					2,587,595			47,447,595

F-32

Earnings per common share—diluted:
Income from continuing operations before extraordinary items		$	0.37		($	0.02	)
	Extraordinary item		—			—
	Discontinued operations		0.02			0.02

Net income—available to common stockholders		$	0.39		$	0.00

Weighted average number of common shares outstanding—diluted for EPS			44,860,000	2,587,595		47,447,595

Notes:

(A): This information should be read in conjunction with The Macerich Company's (the "Company") historical report on Form 10-Q for the six months ended June 30, 2001.
(B): Certain reclassifications have been made in the Westcor consolidated financial statements to conform to the financial statement presentation used by the Company.
(1): Includes straight-line rent adjustment of $0.3 million in order to conform with the Company's accounting policies.
(2): Includes overage rent adjustment (SAB 101) of ($0.4) million in order to conform with the Company's accounting policies.
(3): Includes capitalization of internal leasing costs adjustment of $0.3 million in order to conform with the Company's accounting policies.
(4): Reflects a non-recurring adjustment of $3.0 million relating to Westcor's incentive compensation plan.
(5): Represents interest expense on the corporate debt funded at the date of acquisition. $380.0 million interim loan bearing interest at an average interest rate of LIBOR plus 3.25% (average interest rate at 6/30/01 was 7.35%); a $250.0 million term loan with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall debt levels (average interest rate at 6/30/01 was 7.60%); and the balance represents borrowings from the Company's $425.0 million line of credit with an interest rate ranging from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. The overall interest rate on the line of credit was 7.60% at June 30, 2001.
(6): a) Depreciation reflects allocated basis of $773.3 million (at 80%-20% allocated to building/land) at 39.5 year life net of Westcor's historical depreciation and amortization for the six months ended June 30, 2001.

b) Amortization expense reflects loan fees from Westcor acquisition of $4.9 million over the life of the loans.

(7): Depreciation on joint ventures allocated basis at prorata net of Westcor's historical depreciation and amortization of $8.6 million for the six months ended June 30, 2001.
(8): Dividends on preferred operating partnership units issued of $71.7MM at $0.6725 per quarter. On July 26, 2002, 1,961,345 Class D preferred operating partnership units were issued to limited partners of Westcor. Each of these Class D units may be convertible indirectly into common stock of the Company or cash at the Company's election. Additionally, 626,250 Class C units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of The Macerich Partnership, L.P. Dividends of $1.06 per share on Class C units are included in minority interest.

F-33

		(A) Historical			(B) Historical					Pro Forma
THE MACERICH COMPANY CONSOLIDATED STATEMENT OF OPERATIONS—PRO FORMA (Unaudited)		Company Year Ended December 31, 2001			Westcor Year Ended December 31, 2001		Pro Forma Adjustments			Company Year Ended December 31, 2001
		(Dollars in thousands, except share and per share amounts)
REVENUES:
Minimum rents		$	201,481		$	22,646	$	627	(1)	$	224,754
Percentage rents			12,394			1,505		—			13,899
Tenant recoveries			109,163			9,719		—			118,882
Other			11,535			23,446		—			34,981

TOTAL REVENUES			334,573			57,316		627			392,516

EXPENSES:
Shopping center and operating expenses			110,827			34,134		(460)	(2)		144,501
General and administrative expense			6,780			14,226		(10,692)	(3)		10,314

			117,607			48,360		(11,152	)		154,815
Interest expense			109,646			8,125		44,004	(4)		161,775
Depreciation and amortization			65,983			7,964		8,792	(5)		82,739
Equity in income of unconsolidated joint ventures and the management companies			32,930			19,088		9,444	(6)		61,462
Gain on sale of assets			24,491			7,842		(7,842)	(7)		24,491

Income before extraordinary item and minority interest			98,758			19,797		(39,415	)		79,140
Extraordinary loss on early extinguishment of debt			(2,034	)		—		—			(2,034	)

Income of the Operating Partnership			96,724			19,797		(39,415	)		77,106
Less minority interest			19,001			2,745		(8,313	)		13,433

Net income			77,723			17,052		(31,102	)		63,673
Less preferred dividends			19,688			—		5,275	(8)		24,963

Net income available to common stockholders		$	58,035		$	17,052	$	(36,377	)	$	38,710

Earnings per common share—basic:
	Income before extraordinary item	$	1.76							$	1.18
	Extraordinary item		(0.04	)							(0.04	)

Net income—available to common stockholders		$	1.72							$	1.14

Weighted average number of common shares outstanding—basic			33,809,000								33,809,000

Weighted average number of common shares outstanding—basic, assuming full conversion of operating units outstanding			44,963,000					2,587,595			47,550,595

Earnings per common share—diluted:
	Income before extraordinary item	$	1.76							$	1.13
	Extraordinary item		(0.04	)							(0.03	)

Net income—available to common stockholders		$	1.72							$	1.10

F-34

Weighted average number of common shares outstanding—diluted for EPS				44,963,000						2,587,595			47,550,595

Notes:

(A): This information should be read in conjunction with The Macerich Company's (the "Company") historical report on Form 10-K for the twelve months ended December 31, 2001.
(B): Certain reclassifications have been made in the Westcor consolidated financial statements to conform to the financial statement presentation used by the Company.
(1): Includes straight-line rent adjustment of $0.6 million in order to conform with the Company's accounting policies.
(2): Includes capitalization of internal leasing costs adjustment of $0.5 million in order to conform with the Company's accounting policies.
(3): Includes a non-recurring adjustment of $10.7 million relating to Westcor's incentive compensation plan.
(4): Represents interest expense on the corporate debt funded at the date of acquisition. $380.0 million interim loan bearing interest at an average interest rate of LIBOR plus 3.25% (average interest rate at 12/31/01 was 6.63%); a $250.0 million term loan with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall debt levels (average interest rate at 12/31/01 was 6.63%); and the balance represents borrowings from the Company's $425.0 million line of credit with an interest rate ranging from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. The overall interest rate on the line of credit was 6.63% at December 31, 2001.
(5): a) Depreciation reflects allocated basis of $773.3 million (at 80%-20% allocated to building/land) at 39.5 year life net of Westcor's historical depreciation and amortization for the twelve months ended December 31, 2001.

b) Amortization expense reflects loan fees from Westcor acquisition of $4.9 million over the life of the loans.

(6): Depreciation on joint ventures allocated basis at prorata net of Westcor's historical depreciation and amortization of $20.5 million for the twelve months ended December 31, 2001.
(7): Non-recurring adjustment of $7.8 million relating to Westcor's gain on sale of assets.
(8): Dividends on preferred operating partnership units issued of $71.7MM at $0.6725 per quarter. On July 26, 2002, 1,961,345 Class D preferred operating partnership units were issued to limited partners of Westcor. Each of these Class D units may be convertible indirectly into common stock of the Company or cash at the Company's election. Additionally, 626,250 Class C units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of The Macerich Partnership, L.P. Dividends of $2.14 per share on Class C units are included in minority interest.

F-35

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Santa Monica, State of California, on October 2, 2002.

		THE MACERICH COMPANY

		By:		/s/ THOMAS E. O'HERN Thomas E. O'Hern Executive Vice President and Chief Financial Officer

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FORM 8-K/A

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Report of Independent Auditors
Consolidated Balance Sheets (in thousands)
Consolidated Statements of Income (in thousands)
Consolidated Statements of Partners' Capital (in thousands)
Consolidated Statements of Cash Flows (in thousands)
Westcor Realty Limited Partnership Notes to Consolidated Financial Statements
Consolidated Balance Sheet (in thousands)
Consolidated Statements of Income (in thousands)
Consolidated Statements of Partners' Capital (in thousands)
Consolidated Statements of Partners' Capital (in thousands)
Consolidated Statements of Cash Flows (in thousands)

Notes to Interim Consolidated Financial Statements

SIGNATURES