What changed in this filing

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Item 1. Business

2022-02-25 compared with 2021-02-24 · 96 added, 119 removed, 320 unchanged (40% of the section changed)

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The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").

As of December 31, 2020, the Operating Partnership owned or had an ownership interest in 47 regional shopping centers and five community/power shopping centers.

These 52 regional and community/power shopping centers (which include any related office space) consist of approximately 50 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”.

As of December 31, 2021, the Operating Partnership owned or had an ownership interest in 44 regional town centers and five community/power shopping centers.

These 49 regional town centers and community/power shopping centers (which include any adjoining mixed-use improvements) consist of approximately 48 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”.

The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.

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Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15.

Exhibits and Financial Statement Schedule."

Exhibits and Financial Statement Schedules."

Recent Developments

Financing Activity:

On September 15, 2020, the Company closed on a loan extension agreement for the $191.0 million loan on Danbury Fair Mall.

Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021.

The loan may be further extended to July 1, 2021, subject to certain conditions.

The loan amount and interest rate are unchanged following the extension.

On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $95.0 million loan on the property that bears interest at an effective rate of 3.43% and matures on January 1, 2030.

Initial loan funding for the Company’s joint venture was $90.0 million with future advance potential of up to $5.0 million.

The Company used its share of the initial proceeds of $45.0 million for general corporate purposes.

On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in Fashion District Philadelphia to fund the entirety of a $100.0 million repayment to reduce the mortgage loan on Fashion District Philadelphia from $301.0 million to $201.0 million.

This mortgage loan now matures on January 22, 2024, assuming exercise of a one-year extension option, and bears interest at LIBOR plus 3.5%, with a LIBOR floor of 0.50%.

The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15% accrued interest must be repaid prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner (See Note 16–Consolidated Joint Venture and Acquisitions of the Company’s Consolidated Financial Statements).

On December 15, 2020, the Company closed on a loan extension agreement for the Fashion Outlets of Niagara $101.5 million loan.

Under the extension agreement the original loan maturity date of October 6, 2020 was extended to October 6, 2023.

The loan amount and interest rate are unchanged following the extension.

On December 29, 2020, the Company’s joint venture closed on a one-year maturity date extension for the FlatIron Crossing loan to January 5, 2022.

The interest rate increased from 3.85% to 4.10%, and the Company’s joint venture repaid $15.0 million, $7.6 million at the Company's pro rata share, of the outstanding loan balance at closing.

At December 31, 2020, the Company’s pro rata share of the loan is $102.6 million.

On January 22, 2021, the Company closed on a one-year extension for Green Acres Mall $270.6 million loan to February 3, 2022, which also includes a one-year extension to February 3, 2023.

Dispositions:

On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100 million, resulting in a gain on sale of assets of approximately $5.6 million.

Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5% ownership interest.

The Company used the $95.3 million of net proceeds from the sale to pay down its line of credit (See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”).

On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165.3 million, resulting in a gain on sale of assets of approximately $117.2 million.

The Company used the net cash proceeds of approximately $100.1 million to pay down debt (See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”).

On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture.

The assignment included the assumption by the joint venture partner of the Company’s share of the debt owed by the joint venture and no cash consideration was received by the Company.

The Company recognized a loss of approximately $28.3 million in connection with the assignment.

On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $21.0 million.

The Company recognized an immaterial gain in connection with the sale.

For the twelve months ended December 31, 2021, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $19.6 million.

The Company used its share of the proceeds from these sales of $46.5 million to pay down debt and for other general corporate purposes.

Financing Activities:

On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 which has been exercised.

The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.

During the second quarter of 2020 and in July 2020, the Company secured agreements with its mortgage lenders on 19 mortgage loans to defer approximately $47.2 million of both second and third quarter of 2020 debt service payments at the Company’s pro rata share during the COVID-19 pandemic.

Of the deferred payments, $28.1 million and $36.9 million was repaid in the three months and twelve months ended December 31, 2020, respectively;

and the remaining balance has now been fully repaid during the first quarter of 2021.

Redevelopment and Development Activity:

On March 25, 2021, the Company closed on a two-year extension for the Green Acres Commons $124.6 million loan to March 29, 2023.

The interest rate is LIBOR plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing.

On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024 (See "Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”).

On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023.

On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.45% and matures on February 9, 2027, including extension options.

The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024.

Redevelopment and Development Activities:

The Company's joint venture with Hudson Pacific Properties is redeveloping One Westside into 584,000 square feet of creative office space and 96,000 square feet of dining and entertainment space.

The entire creative office space has been leased to Google and is expected to be completed in 2022.

The total cost of the project is estimated to be between $500.0 million and

$550.0 million, with $125.0 million to $137.5 million estimated to be the Company's pro rata share.

The Company has funded $77.7 million of the total $310.9 million incurred by the joint venture as of December 31, 2020.

The joint venture expects to fund the remaining costs of the development with its $414.6 million construction loan (See "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations–Financing Activities").

The Company has a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California that is planned to open with approximately 400,000 square feet, followed by an additional 165,000 square feet in the second phase.

During the fourth quarter of 2021, the joint venture delivered the office space to Google for tenant improvement work, which Google has commenced.

The total cost of the project is estimated to be between $500.0 million and $550.0 million, with $125.0 million to $137.5 million estimated to be the Company's pro rata share.

The Company has incurred $106.9 million of the total $427.7 million incurred by the joint venture as of December 31, 2021.

The joint venture expects to fund the remaining costs of the development with its $414.6 million construction loan.

The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California.

The Company has funded $41.4 million of the total $82.8 million incurred by the joint venture as of December 31, 2021.

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As a result, all of the markets that the Company operates in were subject to stay-at-home orders, and the majority of its properties were temporarily closed in part or completely.

As of December 31, 2020, all of the Company’s properties were open and operating, including Queens Center and Kings Plaza in New York City, which re-opened in early September 2020 after being closed since March 2020, and nine indoor California malls that had previously re-opened in May and early June 2020, but were closed for a second time in July 2020 pursuant to a statewide mandate.

Those nine indoor California malls include Fresno Fashion Fair, Inland Center, Pacific View, The Mall at Victor Valley, The Oaks and Vintage Faire Mall, each of which re-opened in late August 2020, and Lakewood Center, Los Cerritos Center and Stonewood Center, each of which re-opened on October 7, 2020.

All Centers have been open and operating since October 7, 2020, and government mandated restrictions have generally been eased during 2021.

The Company continues to work with all of its stakeholders to mitigate the impact of COVID-19.

The Company has developed and implemented a long list of operational protocols based on Centers for Disease Control and Prevention recommendations designed to ensure the safety of its employees, tenants, service providers and shoppers.

Those measures include among others:

the use of sophisticated air filtration systems to increase air circulation and outside air flow and ventilation, significantly intensified cleaning and sanitizing procedures with special focus on high-touch and traffic areas, highly visible and accessible self-service sanitizing stations, providing masks at all properties as needed and requiring mask-wearing at nearly all properties in compliance with state and local requirements, touchless entries, social distance queuing including the use of digital technologies, path of travel guidelines including vertical transportation and deliveries, furniture placement and the use of sophisticated traffic-counting technology to ensure that its properties adhere to any relevant regulatory capacity constraints.

The Company’s indoor properties feature vast interior common areas, most with two to three story ceiling clearances, ample floor space and a comfortable environment to practice effective social distancing even during peak retail periods.

The Company provides round-the-clock security to enforce policies and regulations, to discourage congregation and to encourage proper distancing.

Each property deploys robust messaging to inform all of the Company’s stakeholders of its operating standards and requirements within a multi-media platform that includes abundant on premise signage, digital and social messaging, and information within its property and corporate websites.

The Company believes that, due to the quality of design and construction of its malls, it will be able to continue to provide a safe indoor environment for its employees, tenants, service providers and shoppers.

Although the Company has incurred, and will continue to incur, some incremental costs associated with COVID-19 operating protocols and programs, these costs have not been, and are not anticipated to be, significant.

While the ultimate adverse impact of this outbreak is unknown at this time, the Company’s financial condition and the results of its operations have been negatively impacted, as certain tenants delayed rent payments during the fourth quarter of 2020 and some tenants have continued to request delayed or reduced rent payments for January and beyond.

Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020.

As of the date of this Annual Report on Form 10-K, government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company’s markets.

Although overall fundamentals at the Centers continued to improve during 2021, the Company expects that the COVID-19 pandemic, including the emergence of new variants, will continue to negatively impact its results for 2022 due, in part, to reduced occupancy relative to pre-COVID levels and additional Anchor closures, among other factors.

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

In March 2020, the Company declared a reduced second quarter dividend of $0.50 per share of its common stock, which was paid on June 3, 2020 in a combination of cash and shares of common stock, at the election of the stockholder, subject to a limitation that the aggregate amount of cash payable to holders of the Company’s common stock would not exceed 20% of the aggregate amount of the dividend, or $0.10 per share, for all stockholders of record on April 22, 2020.

The amount of the dividend represents a reduction from the Company’s first quarter dividend, and was paid in a combination of cash and shares of common stock to preserve liquidity in light of the impact and uncertainty arising out of the COVID-19 outbreak.

2020, the Company declared a further reduced third quarter cash dividend of $0.15 per share of its common stock, which was paid in cash on September 8, 2020 to stockholders of record on August 19, 2020.

On October 29, 2020, the Company declared a fourth quarter cash dividend of $0.15 per share of its common stock, which was paid on December 3, 2020 to stockholders of record on November 9, 2020.

The Company declared a cash dividend of $0.15 per share of its common stock for each quarter in the year ended December 31, 2021.

On January 27, 2022, the Company declared a first quarter cash dividend of $0.15 per share of its common stock, which will be paid on March 3, 2022 to stockholders of record on February 18, 2022.

The dividend amount will be reviewed by the Board on a quarterly basis.

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

On December 31, 2020, the Company and its joint venture partner, Seritage Growth Properties (“Seritage”), entered into a distribution agreement.

The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center.

The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to Seritage.

The joint venture partners agreed that the distributed properties were of equal value.

The Company now owns 100% of the former Sears parcel at South Plains Mall.

Effective December 31, 2020, the Company consolidates its 100% interest in the Sears parcel at South Plains Mall in the Company’s consolidated financial statements (See Note 16 – Consolidated Joint Venture and Acquisitions of the Company’s Consolidated Financial Statements).

In connection with the commencement of separate "at the market" offering programs, on each of February 1, 2021 and March 26, 2021, which are referred to as the "February 2021 ATM Program" and the "March 2021 ATM Program," respectively, and collectively as the "ATM Programs," the Company entered into separate equity distribution agreements with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $1 billion under the ATM Programs.

As of December 31, 2021, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program.

The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs.

The Shopping Center Industry

There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy.

Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Shopping Centers" or "Malls." Regional Shopping Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors.

Town Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors.

"Strip centers", "urban villages" or "specialty centers" ("Community/Power Shopping Centers") are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores.

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Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.

Regional Shopping Centers:

A Regional Shopping Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.

Regional Shopping Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events.

Regional Shopping Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business.

This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas.

Regional Shopping Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas.

Regional Town Centers:

A Regional Town Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.

Regional Town Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events.

Regional Town Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business.

This stability is due both to the diversity of tenants and to the typical dominance of Regional Town Centers in their trade areas.

Regional Town Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas.

Anchors are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores.

Mall GLA, which generally refers to GLA contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers.

Mall Stores typically account for the majority of the revenues of a Regional Shopping Center.

Mall Stores typically account for the majority of the revenues of a Regional Town Center.

Business of the Company

The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Shopping Centers.

The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Town Centers.

Acquisitions.

The Company principally focuses on well-located, quality Regional Shopping Centers that can be dominant in their trade area and have strong revenue enhancement potential.

The Company principally focuses on well-located, quality Regional Town Centers that can be dominant in their trade area and have strong revenue enhancement potential.

In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio such as Outlet Centers.

The Company subsequently seeks to improve operating performance and returns from these properties through leasing,

management and redevelopment.

The Company subsequently seeks to improve operating performance and returns from these properties through leasing, management and redevelopment.

Since its initial public offering, the Company has acquired interests in shopping centers nationwide.

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On a selective basis, the Company provides property management and leasing services for third parties.

The Company currently manages one regional shopping center and two community centers for third party owners on a fee basis.

The Company currently manages two regional town centers and two community centers for third party owners on a fee basis.

Redevelopment.

One of the major components of the Company's growth strategy is its ability to redevelop acquired properties.

On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Shopping Centers, including by developing available land at the Regional Shopping Centers or by demolishing underperforming department store boxes and redeveloping the land.

On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Town Centers, including by developing available land at the Regional Town Centers or by demolishing underperforming department store boxes and redeveloping the land.

For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced long-term financial returns and market position for the Centers.

The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activity" in Recent Developments).

The Company pursues ground-up development projects on a selective basis.

The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities (See "Redevelopment and Development Activity" in Recent Developments).

As of December 31, 2020, the Centers primarily included 47 Regional Shopping Centers and five Community/Power Shopping Centers totaling approximately 50 million square feet of GLA.

The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities.

As of December 31, 2021, the Centers primarily included 44 Regional Town Centers and five Community/Power Shopping Centers totaling approximately 48 million square feet of GLA.

These 49 Centers average approximately 911,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 185,000 square feet of GLA at Boulevard Shops.

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The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved.

There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers, online retail shopping, home shopping networks, catalogs, telemarketing and discount shopping clubs that could adversely affect the Company's revenues.

There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect the Company's revenues.

In making leasing decisions, the Company believes that retailers consider the following material factors relating to a center:

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and management and operational experience and strategy of the center.

The Company believes it is able to compete

effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers.

The Company believes it is able to compete effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers.

Major Tenants:

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Portfolio % of Total

L Brands, Inc.

Victoria's Secret, Bath and Body Works, PINK 88 2.7 %

Best Buy Co., Inc.

Best Buy 7 2.4 %

H & M Hennes & Mauritz AB H & M 31 2.3 %

H & M Hennes & Mauritz L.P.

Foot Locker, Inc.

Champs Sports, Foot Locker, Kids Foot Locker, Lady Foot Locker, Foot Action, House of Hoops, and others 71 2.3 %

SPARC Group Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica 72 2.1 %

Victoria's Secret & Co.

Victoria's Secret, PINK 48 2.1 %

Gap, Inc., The Athleta, Banana Republic, Gap, Gap Kids, Old Navy, and others 41 1.9 %

Signet Jewelers Jared Jewelry, Kay Jewelers, Piercing Pagoda, Zales 93 1.8 %

Signet Jewelers Limited Kay Jewelers, Jared, Piercing Pagoda, Zales, and others 94 1.8 %

Dick's Sporting Goods, Inc.

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American Eagle Outfitters, Aerie 37 1.4 %

Abercrombie & Fitch Abercrombie & Fitch, Hollister 46 1.1 %

Apple Store 19 1.0 %

Abercrombie & Fitch Co.

Abercrombie & Fitch, Hollister Co.

Mall Stores and Freestanding Stores:

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As a result, the leases for Fashion District Philadelphia, Paradise Valley Mall and One Westside are excluded for the years ended December 31, 2020, 2019, 2018 and 2017.

The leases for Broadway Plaza are excluded for the year ended December 31, 2016.

The leases for Cascade Mall and Northgate Mall, which were sold on January 18, 2017, are excluded for the year ended December 31, 2016.

Also, the leases for Paradise Valley Mall and One Westside are excluded for the year ended December 31, 2021.

(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.

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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, 22% 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.

Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers.

Anchors have traditionally been a major factor in the public's identification with Regional Town Centers.

Anchors are generally department stores whose merchandise appeals to a broad range of shoppers.

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by Anchor Total GLA

Macy's Inc.(1)

Macy's 34 4,402,000 1,931,000 6,333,000

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Home Depot 3 — 395,000 395,000

Primark(2) 6 — 348,000 348,000

Burlington 4 187,000 140,000 327,000

Costco 2 — 321,000 321,000

Sears(4) 2 — 288,000 288,000

Primark(5) 4 — 251,000 251,000

Neiman Marcus(6) 2 — 188,000 188,000

Von Maur 2 187,000 — 187,000

Walmart 1 — 173,000 173,000

Shoppers World 2 — 170,000 170,000

La Curacao 1 — 165,000 165,000

Boscov's 1 — 161,000 161,000

Scheels All Sports(3) 1 144,000 — 144,000

Belk 2 — 139,000 139,000

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Lowe's 1 — 114,000 114,000

Neiman Marcus 1 — 100,000 100,000

Hudson Bay Company

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Mercado de los Cielos 1 — 78,000 78,000

Bean 1 — 75,000 75,000

Best Buy 1 66,000 — 66,000

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Kohl's 1 — 83,000 83,000

Vacant Anchor(7) 1 — 79,000 79,000

Total 163 9,326,000 12,430,000 21,756,000

_______________________________

(1) Macy’s announced plans to close their Macy’s store at Paradise Valley Mall and their Bloomingdale’s store at Santa Monica Place in 2021.

The Company is actively seeking replacement tenants or evaluating redevelopment opportunities for these two locations.

(2) Dillard’s has announced plans to close their store at Paradise Valley Mall.

The Company is actively evaluating redevelopment opportunities for this location.

(3) Nordstrom has announced plans to open a 116,000 square foot store at Country Club Plaza in 2023.

(4) Sears has announced plans to close their store at Green Acres Mall in April 2021.

The Company is actively evaluating redevelopment opportunities for this location.

(5) Primark has announced plans to open a 47,000 square foot store at Fashion District Philadelphia in Fall 2021.

(6) Neiman Marcus closed their store at Broadway Plaza in January 2021.

The joint venture is actively seeking a replacement tenant.

(1) Target has announced plans to open a three-level 90,000 square foot store at Kings Plaza.

(2) Primark has announced plans to open two new two-level stores at Green Acres Mall and Tysons Corner Center.

(3) Scheels All Sports has announced plans to expand and build a two-level, 222,000 square foot store at Chandler Fashion Center utilizing the vacant 144,000 square foot location formerly occupied by Nordstrom.

The store is anticipated to open in fall 2023.

(4) The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations.

The Company continues to collect rent under the terms of an agreement regarding four of these vacant Anchors.

(8) The Company owns an office building and five stores located at shopping centers not owned by the Company.

Of these five stores, one has been leased to Kohl's, one is vacant and three have been leased for non-Anchor usage.

(5) The Company owns an office building and four stores located at shopping centers not owned by the Company.

Of these four stores, one is leased to Kohl's, and three have been leased for non-Anchor usage.

Governmental Regulations

Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material.

The Company incurs costs to monitor, and takes actions to comply with, governmental regulations that are applicable to its business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, the Americans with Disabilities Act of 1990 and related laws and regulations.

See “Item 1A – Risk Factors” for a discussion of material risks to the Company, including, to the extent material, to its competitive position, relating to governmental regulations, and see “Item 7.

See “Item 1A.

Risk Factors” for a discussion of material risks to the Company, including, to the extent material, to its competitive position, relating to governmental regulations, and see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.

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Employees and Human Capital

As of December 31, 2020, the Company had approximately 670 employees, of which 659 were full-time and 11 were part-time.

As of December 31, 2021, the Company had approximately 640 employees, of which 639 were full-time and one was part-time.

The Company believes that relations with its employees are good.

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The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws.

As an equal opportunity employer, it is committed to diversity, recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act.

The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.

orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.

As of December 31, 2021, approximately 58% and 28% of the Company’s employees were female and non-white, respectively.

In 2020, the Company launched the Diversity, Recognition, Enrichment, and Awareness at Macerich (DREAM) initiative.

The DREAM initiative represents the Company’s diversity steering committee, channeling efforts into three focus areas:

training and advocacy, communication, and education and programming.

Employee Compensation and Benefits:

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• a tax-advantaged 529 educational savings program;

• scholarship program to help fund post high-school education for dependents of employees;

• Company-sponsored donor advised fund to support philanthropic efforts of employees, which provides a Company matching program and paid time off program for philanthropic volunteerism;

• paid time off for volunteer efforts;

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The Company believes these training and development opportunities support workforce retention.

The average tenure of the Company’s employees is approximately 13 years and that of the Company’s senior management is 21 years.

As of December 31, 2021, the average tenure of the Company’s employees is approximately 11.6 years and that of the Company’s senior management is 20 years.

In 2021, the Company’s workforce turnover rate was 13%, which includes all employees.

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The Company is also committed to ensuring that the operations at all of its Centers and corporate offices are conducted in a manner that safeguards the health and safety of employees, tenants, contractors, customers and members of the public who are either present at, or affected by, its operations.

This commitment became supremely important in 2020 as a result of the unique challenges posed by the COVID-19 pandemic.

The Company continues to work with all stakeholders to mitigate the pandemic’s impact.

This commitment became supremely important as a result of the unique challenges posed by the COVID-19 pandemic and the Company continues to work with all stakeholders to mitigate the pandemic’s impact.

The Company has developed and implemented a long list of operational protocols at each of its Centers and its offices that meet or exceed recommendations from the Centers for Disease Control and Prevention and are designed to ensure the safety of its employees, tenants, service providers and shoppers.

11 of the Company’s properties achieved SafeGuard certification from Bureau Veritas, an internationally recognized testing and certification board.

This program is considered to be the gold standard audit for disinfection, cleaning and COVID-19 safety protocols, and the Company is proceeding with the same certification portfolio-wide in 2021.

All of the Company’s retail properties achieved SafeGuard certification from Bureau Veritas, an internationally recognized testing and certification board.

This program is considered to be the gold standard audit for disinfection, cleaning and COVID-19 safety protocols.

Management’s Discussion And Analysis of Financial Condition And Results of Operations—Management’s Overview and Summary—Other Transactions and Events.”

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Sustainability

A recognized leader in sustainability, the Company has achieved the #1 Global Real Estate Sustainability Benchmark (GRESB) ranking in the North American Retail Sector for six straight years 2015 – 2020.

Additional information about the Company’s Environmental, Social and Governance programs can be obtained from the Company's website at w ww.macerich.com .

A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for seven straight years 2015 – 2021.

Additional information about the Company’s Environmental, Social and

Governance programs can be obtained from the Company's website at w ww.macerich.com .

Information provided on the Company's website is not incorporated by reference into this Form 10-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business