What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-24 · 229 added, 322 removed, 1383 unchanged (28% of the section changed)

2 unchanged sentences

As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on their evaluation as of December 31, 2020, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on their evaluation as of December 31, 2021, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized,

and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

10 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited The Macerich Company’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have audited The Macerich Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement Schedule III – Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 24, 2021 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 25, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There is hereby incorporated by reference the information which appears under the captions "Information Regarding our Director Nominees," "Executive Officers," "Delinquent Section 16(a) Reports" and "Audit Committee Matters" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The information required by Item 10 will be included in the Company’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders and is incorporated by reference herein.

The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and employees.

4 unchanged sentences

EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information which appears under the captions "Compensation of Non-Employee Directors," "Compensation Committee Report," "Compensation Discussion and Analysis," "Executive Compensation" and "Compensation Committee Interlocks and Insider Participation" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The information required by Item 11 will be included in the Company’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders and is incorporated by reference herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

There is hereby incorporated by reference the information which appears under the captions "Equity Ownership of Directors, Named Executive Officers and Principal Stockholders," "Information Regarding Our Director Nominees," "Executive Officers" and "Equity Compensation Plan Information" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The information required by Item 12 will be included in the Company’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders and is incorporated by reference herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" and "The Board of Directors and its Committees" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The information required by Item 13 will be included in the Company’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders and is incorporated by reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

There is hereby incorporated by reference the information which appears under the captions "Principal Accountant Fees and Services" and "Audit Committee Pre-Approval Policy" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders that is responsive to the information required by this Item.

The information required by Item 14 will be included in the Company’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders and is incorporated by reference herein.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) and (c) 1 Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, CA, PCAOB Auditor Firm ID:

Consolidated balance sheets as of December 31, 2021 and 202 0

Consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019

Consolidated statements of comprehensive (loss) income for the years ended December 31, 20 20 , 201 9 and 201 8

Consolidated statements of comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019

Consolidated statements of equity for the years ended December 31, 2021, 2020 and 2019

3 unchanged sentences

Schedule III—Real estate and accumulated depreciation

(b) Exhibits Index

(b) Exhibit Index

FORM 10-K SUMMARY

4 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes and financial statement Schedule III – Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S.

1 unchanged sentence

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting as of January 1, 2019 due to the adoption of FASB Accounting Standards Codification Topic 842 (ASC 842), Leases.

Basis for Opinion

21 unchanged sentences

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s property impairment process, including controls over the Company’s evaluation of the expected holding period.

We evaluated the relevant events or changes in circumstances and the current economic environment that the Company used to evaluate its expected holding period by:

We evaluated the relevant events or

changes in circumstances and the current economic environment that the Company used to evaluate its expected holding period by:

• reading minutes of the meetings of the Company’s Board of Directors

8 unchanged sentences

The financing arrangement obligation as of December 31, 2021 was $119 million, or 2% of total liabilities.

The adjustment to fair value of the financing arrangement obligation was $140 million, or 73% of net loss.

The adjustment to fair value of the financing arrangement obligation was $15 million, or 108% of net income.

We identified the evaluation of the fair value of the Chandler Freehold financing arrangement obligation as a critical audit matter.

6 unchanged sentences

The valuation professionals independently developed a range of the market rental rates, discount rates, and terminal capitalization rates using publicly available market data for comparable properties and geographic regions in which Chandler Fashion Center and Freehold Raceway Mall are located and compared the rates to those used by the Company.

Evaluation of the fair value of Fashion District Philadelphia upon consolidation

As discussed in Notes 2, 4 and 16 to the consolidated financial statements, the Company’s joint venture in Fashion District Philadelphia was restructured.

As a result of the restructuring, Fashion District Philadelphia was determined to be a variable interest entity and the Company was determined to be its primary beneficiary.

Accordingly, the Company consolidated Fashion District Philadelphia at fair value on December 10, 2020 and recorded a loss of $163 million.

The fair value of Fashion District Philadelphia was estimated using a discounted cash flow model.

We identified the evaluation of the measurement of the fair value of Fashion District Philadelphia upon consolidation as a critical audit matter.

A high degree of subjectivity was required in evaluating the discounted cash flow model used to fair value Fashion District Philadelphia.

Specifically, the model was sensitive to reasonably possible changes to significant assumptions, including market rental rates, the discount rate, and the terminal capitalization rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value determination process for the Fashion District Philadelphia upon consolidation and specifically the development of the significant assumptions.

We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s significant assumptions used in the discounted cash flow model.

The valuation professionals independently developed a range of the market rental rates, discount rate, and the terminal capitalization rate using publicly available market data for comparable properties and geographic region in which Fashion District Philadelphia is located and compared the rates to those used by the Company.

We have served as the Company’s auditor since 2010

17 unchanged sentences

Accounts payable and accrued expenses 59,228 68,825

Due to affiliates 327 —

Lease liabilities 80,711 90,216

5 unchanged sentences

Stockholders' equity:

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 149,770,575

Common stock, $ 0.01 par value, 500,000,000 and 250,000,000 shares authorized at December 31, 2021 and 2020, respectively, 214,797,057

and 149,770,575 shares issued and outstanding at December 31, 2021

21 unchanged sentences

REIT general and administrative expenses 30,056 30,339 22,634

Costs related to shareholder activism — — 19,369

Depreciation and amortization 311,129 319,619 330,726

6 unchanged sentences

Total expenses 915,755 773,487 859,918

Equity in (loss) income of unconsolidated joint ventures ( 27,038 ) 48,508 71,773

Income tax benefit (expense) 447 ( 1,589 ) 3,604

Equity in income (loss) of unconsolidated joint ventures 15,689 ( 27,038 ) 48,508

Income tax (expense) benefit ( 6,948 ) 447 ( 1,589 )

Loss on remeasurement of assets — ( 163,298 ) —

Loss on sale or write down of assets, net ( 68,112 ) ( 11,909 ) ( 31,825 )

Net (loss) income ( 245,462 ) 102,554 68,972

Less net (loss) income attributable to noncontrolling interests ( 15,259 ) 5,734 8,952

Net (loss) income attributable to the Company $ ( 230,203 ) $ 96,820 $ 60,020

Gain (loss) on sale or write down of assets, net 75,740 ( 68,112 ) ( 11,909 )

Net income (loss) 16,163 ( 245,462 ) 102,554

Less net income (loss) attributable to noncontrolling interests 1,900 ( 15,259 ) 5,734

Net income (loss) attributable to the Company $ 14,263 $ ( 230,203 ) $ 96,820

Earnings per common share attributable to common stockholders:

6 unchanged sentences

THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

1 unchanged sentence

2021 2020 2019

Net (loss) income $ ( 245,462 ) $ 102,554 $ 68,972

Net income (loss) $ 16,163 $ ( 245,462 ) $ 102,554

Other comprehensive income (loss):

Interest rate cap/swap agreements 8,184 843 ( 4,585 )

Comprehensive (loss) income ( 244,619 ) 97,969 64,548

Less net (loss) income attributable to noncontrolling interests ( 15,259 ) 5,734 8,952

Comprehensive (loss) income attributable to the Company $ ( 229,360 ) $ 92,235 $ 55,596

Comprehensive income (loss) 24,347 ( 244,619 ) 97,969

Less net income (loss) attributable to noncontrolling interests 1,900 ( 15,259 ) 5,734

Comprehensive income (loss) attributable to the Company $ 22,447 $ ( 229,360 ) $ 92,235

The accompanying notes are an integral part of these consolidated financial statements.

9 unchanged sentences

Net income — — — 96,820 — 96,820 5,734 102,554

Cumulative effect of adoption of ASU 2014-09 — — — ( 424,859 ) — ( 424,859 ) — ( 424,859 )

Cumulative effect of adoption of ASC 842 — — — ( 2,203 ) — ( 2,203 ) — ( 2,203 )

Interest rate cap/swap agreements — — — — ( 4,585 ) ( 4,585 ) — ( 4,585 )

28 unchanged sentences

Balance at December 31, 2019 141,407,650 $ 1,414 $ 4,583,911 $ ( 1,944,012 ) $ ( 9,051 ) $ 2,632,262 $ 198,708 $ 2,830,970

Net income — — — 96,820 — 96,820 5,734 102,554

Cumulative effect of adoption of ASC 842

— — — ( 2,203 ) — ( 2,203 ) — ( 2,203 )

Net loss — — — ( 230,203 ) — ( 230,203 ) ( 15,259 ) ( 245,462 )

Interest rate cap/swap agreements

6 unchanged sentences

— — — ( 165,404 ) — ( 165,404 ) — ( 165,404 )

Stock dividend 7,759,280 78 ( 78 ) — — — — —

Distributions to noncontrolling interests

18 unchanged sentences

Balance at December 31, 2020 149,770,575 $ 1,498 $ 4,603,378 $ ( 2,339,619 ) $ ( 8,208 ) $ 2,257,049 $ 188,211 $ 2,445,260

Net loss — — — ( 230,203 ) — ( 230,203 ) ( 15,259 ) ( 245,462 )

Net income — — — 14,263 — 14,263 1,900 16,163

Interest rate cap/swap agreements

4 unchanged sentences

143,191 1 1,347 — — 1,348 — 1,348

Stock offerings, net 62,049,131 620 829,621 — 830,241 — 830,241

Distributions declared ($ 0.60 ) per share

— — — ( 118,340 ) — ( 118,340 ) — ( 118,340 )

Stock dividend 7,759,280 78 ( 78 ) — — — — —

Distributions to noncontrolling interests

16 unchanged sentences

Cash flows from operating activities:

Net (loss) income $ ( 245,462 ) $ 102,554 $ 68,972

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 16,163 $ ( 245,462 ) $ 102,554

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Loss on extinguishment of debt 1,007 — 351

Loss on remeasurement of assets — 163,298 —

Loss on sale or write down of assets, net 68,112 11,909 31,825

(Gain) loss on sale or write down of assets, net ( 75,740 ) 68,112 11,909

Depreciation and amortization 324,403 326,058 337,667

2 unchanged sentences

Straight-line rent and amortization of above and below market leases ( 7,691 ) ( 23,707 ) ( 14,009 )

Provision for doubtful accounts 44,250 7,682 4,663

Income tax (benefit) expense ( 447 ) 1,589 ( 3,604 )

Equity in loss (income) of unconsolidated joint ventures 27,038 ( 48,508 ) ( 71,773 )

(Recovery of) provision for doubtful accounts ( 6,390 ) 44,250 7,682

Income tax expense (benefit) 6,948 ( 447 ) 1,589

Equity in (income) loss of unconsolidated joint ventures ( 15,689 ) 27,038 ( 48,508 )

Change in fair value of financing arrangement obligation ( 15,390 ) ( 139,522 ) ( 76,640 )

3 unchanged sentences

Other assets 14,876 810 ( 9,553 )

Due from affiliates 3,385 13,894 ( 3,019 )

Due to/from affiliates 1,939 3,385 13,894

Accounts payable and accrued expenses ( 6,746 ) 15,479 ( 237 )

11 unchanged sentences

Proceeds from sale of assets 337,514 16,896 5,520

Net cash (used in) provided by investing activities ( 202,848 ) ( 112,026 ) 176,323

Net cash provided by (used in) investing activities 234,968 ( 202,848 ) ( 112,026 )

The accompanying notes are an integral part of these consolidated financial statements.

8 unchanged sentences

Deferred financing costs ( 22,872 ) ( 4,320 ) ( 7,759 )

Payment of finance deposits, net of refunds received — — ( 6,542 )

Payment on finance arrangement obligation — — ( 27,945 )

2 unchanged sentences

Proceeds from share and unit-based plans 1,348 1,531 1,519

Proceeds from stock offerings, net 830,241 — —

Redemption of noncontrolling interests ( 178 ) ( 29 ) ( 67 )

1 unchanged sentence

Dividends and distributions ( 143,447 ) ( 179,862 ) ( 474,534 )

Net cash provided by (used in) financing activities 446,454 ( 278,216 ) ( 514,438 )

Net increase (decrease) in cash, cash equivalents and restricted cash 368,443 ( 35,085 ) 6,196

Cash, cash equivalents and restricted cash at beginning of year 114,216 149,301 143,105

Cash, cash equivalents, and restricted cash at end of year $ 482,659 $ 114,216 $ 149,301

Net cash (used in) provided by financing activities ( 837,024 ) 446,454 ( 278,216 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 315,688 ) 368,443 ( 35,085 )

Cash and cash equivalents and restricted cash at beginning of year 482,659 114,216 149,301

Cash and cash equivalents and restricted cash at end of year $ 166,971 $ 482,659 $ 114,216

Supplemental cash flow information:

3 unchanged sentences

Conversion of Operating Partnership Units to common stock $ 48,807 $ 12,086 $ 1,005

Receivable in connection with sale of joint venture property $ 21,000 $ — $ —

Lease liabilities recorded in connection with right-of-use assets $ — $ — $ 109,299

Mortgage notes payable assumed by buyer in exchange for investment in unconsolidated joint venture $ — $ — $ 139,249

Disposition of property in exchange for investments in unconsolidated joint ventures $ — $ — $ 25,177

Assets acquired from previously unconsolidated joint venture $ — $ 395,844 $ —

20 unchanged sentences

The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership.

In addition, the Operating Partnership has investments in a number of VIEs, including Fashion District Philadelphia and SanTan Village Regional Shopping Center.

In addition, the Operating Partnership has investments in a number of VIEs, including Fashion District Philadelphia and SanTan Village Regional Center.

The Operating Partnership's VIEs included the following assets and liabilities:

11 unchanged sentences

Basis of Presentation:

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

The following table presents a reconciliation of the beginning of period and end of period cash and cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

2021 2020 2019

2 unchanged sentences

Restricted cash 17,362 14,211 46,590

Cash, cash equivalents and restricted cash $ 114,216 $ 149,301 $ 143,105

Cash and cash equivalents and restricted cash $ 482,659 $ 114,216 $ 149,301

End of period

1 unchanged sentence

Restricted cash 54,517 17,362 14,211

Cash, cash equivalents and restricted cash $ 482,659 $ 114,216 $ 149,301

Cash and cash equivalents and restricted cash $ 166,971 $ 482,659 $ 114,216

COVID-19 Pandemic:

In March 2020, the novel coronavirus ("COVID-19") outbreak was declared a pandemic by the World Health Organization.

In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization.

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

All of the Company’s properties are now open and operating, including the two shopping centers in New York City, which re-opened in early September 2020 after being closed since March 2020, and nine indoor California shopping centers 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.

Six of the nine California shopping centers re-opened in late August 2020 and three re-opened on October 7, 2020.

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

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

Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020 and government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company’s markets.

COVID-19 Lease Accounting:

2 unchanged sentences

The Q&A allows for the bypass of a lease-by-lease analysis, and allows the Company to elect to either apply the lease modification accounting framework or not to all of its lease concessions with similar characteristics and circumstances.

The Company has elected to apply the lease modification accounting framework to lease concessions that include the abatement of rent in its consolidated financial statements for the twelve months ended December 31, 2020.

Cash and Cash Equivalents and Restricted Cash:

145 unchanged sentences

Actual results could differ from those estimates.

Shareholder Activism Costs:

During the year ended December 31, 2018, the Company incurred $ 19,369 in costs associated with activities related to shareholder activism.

These costs were primarily for legal and advisory services.

Recent Accounting Pronouncements:

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-09, “Revenue From Contracts With Customers (ASC 606)," which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

The standard states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While the standard specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment.

The standard applies to the Company's recognition of management companies and other revenues.

The Company's adoption of the standard on January 1, 2018 did not have an impact on the pattern of revenue recognition for management companies and other revenues.

Additionally, under ASC 606, the Company changed its accounting for its joint venture in Chandler Freehold from a co-venture arrangement to a financing arrangement (See Note 12—Financing Arrangement).

Upon adoption of the standard on January 1, 2018, the Company replaced its $ 31,150 distributions in excess of co-venture obligation with a financing arrangement obligation of $ 393,709 on its consolidated balance sheets.

This resulted in the recognition of a $ 424,859 increase in the Company’s accumulated deficit as a cumulative effect adjustment under the modified retrospective method of adoption.

On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") 842, "Leases", under the modified retrospective method.

1 unchanged sentence

lessees and lessors).

In connection with the adoption of the new lease standard, the Company elected to use the transition packages of practical expedients for implementation provided by the FASB, which included (i) relief from re-assessing whether an expired or existing contract meets the definition of a lease, (ii) relief from re-assessing the classification of expired or existing leases at the adoption date, (iii) allowing previously capitalized initial direct

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Summary of Significant Accounting Policies:

leasing costs to continue to be amortized, and (iv) application of the standard as of the adoption date rather than to all periods presented.

The new standard requires the Company to reduce leasing revenue for credit losses associated with lease receivables.

2 unchanged sentences

The standard also requires that the provision for bad debts relating to leases be presented as a reduction of leasing revenue.

For the year ended December 31, 2018, the provision for bad debts is included in shopping center and operating expenses.

The standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease.

1 unchanged sentence

Prior to January 1, 2019, these costs were capitalizable and therefore the new lease standard resulted in certain of these costs being expensed as incurred.

For comparison purposes, the Company has reclassified leasing expenses that were included in management companies' operating expenses to leasing expenses for the year ended December 31, 2018, to conform to the presentation for the years ended December 31, 2019 and 2020.

Upon the adoption of the new standard, the Company elected the practical expedient to not separate non-lease components, most significantly certain common area maintenance recoveries, from the associated lease components, resulting in the Company presenting all revenues associated with leases as leasing revenue on its consolidated statements of operations.

For comparison purposes, the Company has reclassified minimum rents, percentage rents, tenant recoveries and other leasing income to leasing revenue for the year ended December 31, 2018, to conform to the presentation for the years ended December 31, 2019 and 2020.

The standard requires lessees to classify its leases as either finance or operating leases.

The lessee records a right-of-use ("ROU") asset and a lease liability for all leases with a term of greater than twelve months, regardless of their lease classification.

Upon adoption, the Company recognized initial ROU assets and corresponding lease liabilities of $ 109,299 , representing the discounted value of future lease payments required for leases classified as operating leases.

In addition, the Company reclassified $ 59,736 from deferred charges and other assets, net, $ 5,978 from accounts payable and accrued expenses and $ 4,342 from other accrued liabilities, relating to existing intangible assets and straight-line rent liabilities.

The Company's lease liabilities were increased at adoption by $ 15,268 for lease liabilities associated with finance leases that were previously included in other accrued liabilities.

See Note 8—Leases, for further disclosure on the Company's adoption of the new standard.

In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which aims to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers.

The standard was effective for the Company beginning January 1, 2019.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Summary of Significant Accounting Policies:

standard was effective for the Company beginning January 1, 2019.

The Company's adoption of this standard did not have a significant impact on its consolidated financial statements.

5 unchanged sentences

The Company is currently evaluating the optional expedients and exceptions provided by ASU 2020-04 to determine the impact on its consolidated financial statements.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Earnings Per Share ("EPS"):

1 unchanged sentence

2021 2020 2019

Net (loss) income $ ( 245,462 ) $ 102,554 $ 68,972

Net (loss) income attributable to noncontrolling interests 15,259 ( 5,734 ) ( 8,952 )

Net (loss) income attributable to the Company ( 230,203 ) 96,820 60,020

Net income (loss) $ 16,163 $ ( 245,462 ) $ 102,554

net income (loss) attributable to noncontrolling interests 1,900 ( 15,259 ) 5,734

Net income (loss) attributable to the Company 14,263 ( 230,203 ) 96,820

Allocation of earnings to participating securities ( 853 ) ( 1,048 ) ( 1,190 )

Numerator for basic and diluted EPS—net (loss) income attributable to common stockholders

Numerator for basic and diluted EPS—net income (loss) attributable to common stockholders

$ 13,410 $ ( 231,251 ) $ 95,630

Denominator for basic EPS—weighted average number of common shares outstanding 146,232 141,340 141,142

Effect of dilutive securities (1)

Share and unit based compensation — — 2

Denominator for diluted EPS—weighted average number of common shares outstanding 146,232 141,340 141,144

EPS—net (loss) income attributable to common stockholders:

Basic $ ( 1.58 ) $ 0.68 $ 0.42

Diluted $ ( 1.58 ) $ 0.68 $ 0.42

Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 198,070 146,232 141,340

EPS—net income (loss) attributable to common stockholders:

Basic and diluted $ 0.07 $ ( 1.58 ) $ 0.68

____________________________________

5 unchanged sentences

Investments in Unconsolidated Joint Ventures:

The following are the Company's direct or indirect investments in various unconsolidated joint ventures with third parties.

The following are the Company's operating properties in various unconsolidated joint ventures with third parties.

The Company's direct or indirect ownership interest in each joint venture as of December 31, 2021 was as follows:

Joint Venture Ownership %(1)

443 Wabash MAB LLC 50.0 %

AM Tysons LLC 50.0 %

Biltmore Shopping Center Partners LLC 50.0 %

CAM-CARSON LLC—Los Angeles Premium Outlets 50.0 %

Coolidge Holding LLC 37.5 %

Corte Madera Village, LLC 50.1 %

Country Club Plaza KC Partners LLC 50.0 %

Goodyear Peripheral LLC 41.7 %

HPP-MAC WSP, LLC—One Westside 25.0 %

Jaren Associates #4 12.5 %

Kierland Commons Investment LLC 50.0 %

3 unchanged sentences

New River Associates LLC—Arrowhead Towne Center 60.0 %

North Bridge Chicago LLC 50.0 %

One Scottsdale Investors LLC 50.0 %

Pacific Premier Retail LLC—Various Properties 60.0 %

Propcor II Associates, LLC—Boulevard Shops 50.0 %

PV Land SPE, LLC 5.0 %

Scottsdale Fashion Square Partnership 50.0 %

5 unchanged sentences

West Acres Development, LLP 19.0 %

Westcor/Surprise Auto Park LLC 33.3 %

WMAP, L.L.C.—Atlas Park, The Shops at 50.0 %

8 unchanged sentences

Investments in Unconsolidated Joint Ventures:

The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2020, 2019 and 2018:

On February 16, 2018, the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $ 41,800 , resulting in a gain on sale of assets of $ 5,545 .

The Company's pro rata share of the gain on the sale of assets of $ 2,773 was included in equity in income from unconsolidated joint ventures.

The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On March 1, 2018, the Company formed a 25 / 75 joint venture with Hudson Pacific Properties, whereby the Company agreed to contribute Westside Pavilion, a 680,000 square foot regional shopping center in Los Angeles, California in exchange for $ 142,500 .

From March 1, 2018 to August 31, 2018, the Company accounted for its interest in the property as a collaborative arrangement (See Note 15—Collaborative Arrangement).

On August 31, 2018, the Company completed the sale of the 75 % ownership interest in the property to Hudson Pacific Properties, resulting in a gain on sale of assets of $ 46,242 .

The sales price was funded by a cash payment of $ 36,903 and the assumption of a pro rata share of the mortgage note payable on the property of $ 105,597 .

Concurrent with the sale of the ownership interest, the joint venture defeased the loan on the property by providing $ 149,175 portfolio of marketable securities as replacement collateral in lieu of the property.

The Company funded its $ 37,294 share of the purchase price of the marketable securities portfolio with the proceeds from the sale of the ownership interest in the property.

Upon completion of the sale of the ownership interest in the property, the Company has accounted for its remaining ownership interest in the property, also referred to as One Westside, under the equity method of accounting.

On July 6, 2018, the Company’s joint venture in The Market at Estrella Falls, a 298,000 square foot community center in Goodyear, Arizona, sold the property for $ 49,100 , resulting in a gain on sale of assets of $ 12,598 .

The Company's share of the gain of $ 2,996 was included in equity in income from unconsolidated joint ventures.

The proceeds were used to pay off the $ 24,118 mortgage loan payable on the property, settle development obligations and for distributions to the partners.

The Company used its share of the net proceeds for general corporate purposes.

On September 6, 2018, the Company formed 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 stage.

The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2021, 2020 and 2019 and events subsequent to December 31, 2021:

On February 22, 2019, the Company’s joint venture in The Shops at Atlas Park entered into an agreement to increase the total borrowing capacity of the existing loan on the property from $ 57,751 to $ 80,000 , and to extend the maturity date to October 28, 2021, including extension options.

1 unchanged sentence

The Company used its $ 9,189 share of the additional proceeds to pay down its line of credit and for general corporate purposes.

On July 25, 2019, the Company's joint venture in Fashion District Philadelphia amended the existing term loan on the joint venture to allow for additional borrowings up to $ 100,000 at LIBOR plus 2 %.

On July 25, 2019, the Company's previously unconsolidated joint venture in Fashion District Philadelphia amended the existing term loan on the joint venture to allow for additional borrowings up to $ 100,000 at LIBOR plus 2 %.

Concurrent with the amendment, the joint venture borrowed an additional $ 26,000 .

1 unchanged sentence

The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes.

On September 12, 2019, the Company’s joint venture in Tysons Tower placed a new $ 190,000 loan on the property that bears interest at an effective rate of 3.38 % and matures on November 11, 2029.

On September 12, 2019, the Company’s joint venture in Tysons Tower placed a new $ 190,000 loan on the property that bears interest at an effective rate of 3.38 % and matures on October 11, 2029.

The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

1 unchanged sentence

The joint venture intends to use the proceeds from the loan to fund the expansion of the property.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

On December 18, 2019, the Company’s joint venture in One Westside placed a $ 414,600 construction loan on the redevelopment project.

1 unchanged sentence

This loan is being used to fund the joint venture's remaining cost to complete the project.

On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $ 95,000 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 $ 90,000 with future advance potential of up to $ 5,000 .

The Company used its share of the initial proceeds of $ 45,000 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 $ 100,000 repayment to reduce the mortgage loan on Fashion District Philadelphia from $ 301,000 to $ 201,000 .

On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s previously unconsolidated joint venture in Fashion District Philadelphia to fund the entirety of a $ 100,000 repayment to reduce the mortgage loan on Fashion District Philadelphia from $ 301,000 to $ 201,000 .

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

14 unchanged sentences

Investments in Unconsolidated Joint Ventures:

On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 16 – Dispositions), the Company elected to reinvest into the newly formed joint venture at a 5 % ownership interest for $ 3,819 in cash that is accounted for under the equity method of accounting.

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 $ 65,000 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 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 $ 28,276 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 $ 21,000 .

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

On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $ 197,011 loan on the property with a new $ 175,000 loan that bears interest at the Secured Overnight Financing Rate ("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.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

32 unchanged sentences

Shopping center and operating expenses 40,298 246,692 286,990

Leasing expenses 1,325 4,173 5,498

Leasing expense 1,286 4,392 5,678

Interest expense 63,072 147,545 210,617

1 unchanged sentence

Total operating expenses 202,150 652,190 854,340

(Loss) gain on sale of assets ( 120 ) 157 37

Net loss $ ( 33,592 ) $ ( 30,164 ) $ ( 63,756 )

Company's equity in net loss $ ( 10,371 ) $ ( 16,667 ) $ ( 27,038 )

Loss on sale of assets — ( 9,178 ) ( 9,178 )

Net (loss) income $ ( 33,246 ) $ 26,854 $ ( 6,392 )

Company's equity in net (loss) income $ ( 10,866 ) $ 26,555 $ 15,689

Year Ended December 31, 2020

3 unchanged sentences

Shopping center and operating expenses 37,018 240,139 277,157

Leasing expenses 1,598 6,695 8,293

Leasing expense 1,325 4,173 5,498

Interest expense 64,460 151,857 216,317

1 unchanged sentence

Total operating expenses 205,591 682,117 887,708

Loss on sale of assets ( 452 ) ( 380 ) ( 832 )

Net (loss) income $ ( 18,035 ) $ 80,695 $ 62,660

Company's equity in net (loss) income $ ( 590 ) $ 49,098 $ 48,508

(Loss) gain on sale of assets ( 120 ) 157 37

Net loss $ ( 33,592 ) $ ( 30,164 ) $ ( 63,756 )

Company's equity in net loss $ ( 10,371 ) $ ( 16,667 ) $ ( 27,038 )

THE MACERICH COMPANY

9 unchanged sentences

Shopping center and operating expenses 37,528 250,598 288,126

Leasing expense 1,598 6,695 8,293

Interest expense 67,354 150,111 217,465

1 unchanged sentence

Total operating expenses 206,970 680,969 887,939

(Loss) gain on sale of assets ( 140 ) 14,471 14,331

Loss on sale of assets ( 452 ) ( 380 ) ( 832 )

Net (loss) income $ ( 18,035 ) $ 80,695 $ 62,660

Company's equity in net (loss) income $ ( 590 ) $ 49,098 $ 48,508

_______________________________________________________________________________

(1) Interest expense includes $ 20,197 for the year ended December 31, 2018, related to mortgage notes payable to an affiliate of Northwestern Mutual Life ("NML") (See Note 19—Related Party Transactions).

Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

3 unchanged sentences

The fair value of the Company's derivatives was $ 6 and $( 8,208 ) at December 31, 2021 and 2020, respectively.

The following derivatives were outstanding at December 31, 2020:

The following derivatives were outstanding at December 31, 2021 and December 31, 2020:

Property Notional Amount Product LIBOR Rate Maturity December 31,

1 unchanged sentence

Santa Monica Place(1) $ 300,000 Cap 4.00 % 12/9/2022 $ 6 $ —

The Macerich Partnership, L.P.

$ 400,000 Swaps 2.85 % 9/30/2021 $ ( 8,208 ) $ ( 9,051 )

The Macerich Partnership, L.P.(1) $ 400,000 Swaps 2.85 % 9/30/2021 $ — $ ( 8,208 )

(1) On April 14, 2021, the Company entered into a new credit facility to replace the existing credit facility (See Note 11 - Bank and Other Notes Payable).

Concurrent with entering into the new credit facility, the Company de-designated the Santa Monica Place $ 300,000 interest rate cap.

As a result of the new credit facility and the Santa Monica Place cap de-designation, the notional amounts of the swaps that were previously hedged against the Company’s prior revolving line of credit were hedged against the Santa Monica Place floating rate debt and a portion of the Green Acres Commons floating rate debt effectively converting the Santa Monica Place loan and a majority of the Green Acres Commons loan to fixed rate debt through September 30, 2021.

The Company did not renew the swaps that expired on September 30, 2021 and, as a result, on October 1, 2021, these loans reverted back to floating interest rate loans.

Effective December 9, 2021, the Company entered into a new $ 300,000 interest rate cap for Santa Monica Place that was designated as a hedging instrument.

The above derivative instruments were designated as hedging instruments with an aggregate fair value (Level 2 measurement) and were included in other accrued liabilities.

21 unchanged sentences

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 282,158 , $ 287,925 and $ 287,846 , respectively.

The (loss) gain on sale or write down of assets, net for the years ended December 31, 2020, 2019 and 2018 consist of the following:

The gain (loss) on sale or write down of assets, net for the years ended December 31, 2021, 2020 and 2019 consist of the following:

2021 2020 2019

4 unchanged sentences

_______________________________________________________________________________

(1) Property sales during the year ended December 31, 2018 includes a $ 46,242 gain on the sale of a 75 % ownership interest in One Westside (See Note 4—Investments in Unconsolidated Joint Ventures) and a loss of on the sale of $ 311 on the sale of Promenade at Casa Grande (See Note 17—Dispositions).

(2) Includes impairment losses of $ 30,063 on Wilton Mall, $ 6,640 on Paradise Valley Mall and $ 4,154 on the write-down of non-real estate assets during the year ended December 31, 2020 and $ 36,338 on Southpark Mall, $ 7,907 on La Cumbre Plaza, $ 7,494 on two freestanding stores, $ 1,697 on Southridge Center and $ 1,043 on Promenade at Casa Grande during the year ended December 31, 2018.

(1) Includes gains related to the sale of La Encantada and Paradise Valley Mall (See Note 16-Dispositions).

(2) Includes a loss of $ 28,276 in 2021 in connection with the assignment of the Company's partnership interest in The Shops at North Bridge (See Note 4—Investments in Unconsolidated Joint Ventures).

Includes impairment loss of $ 27,281 on Estrella Falls during the year ended December 31, 2021 and impairment losses of $ 30,063 on Wilton Mall and $ 6,640 on Paradise Valley Mall during the year ended December 31, 2020.

The impairment losses were due to the reduction of the estimated holding periods of the properties.

The remaining balances represent the write off of development costs in 2020, 2019 and 2018.

(3) Includes impairment losses of $ 5,047 for undeveloped land that is currently under contract for sale as of December 31, 2020.

The remaining amounts for the years ended December 31, 2021, 2020 and 2019 mainly pertain to the write off of development costs.

(3) Includes $ 1,334 related to the sale of Paradise Valley Mall (See Note 16-Dispositions).

THE MACERICH COMPANY

7 unchanged sentences

2020 $ 151,875 $ — 151,875 $ —

The fair value relating to impairments that were based on sales contracts were classified within Level 2 of the fair value hierarchy.

The fair value relating to the 2020 impairments and the 2021 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.

Tenant and Other Receivables, net:

13 unchanged sentences

Leasing revenue - variable payments 251,930 191,715 218,680

Provision for doubtful accounts ( 44,250 ) ( 7,682 ) ( 4,663 )

Recovery of (provision for) doubtful accounts 6,390 ( 44,250 ) ( 7,682 )

$ 787,547 $ 740,323 $ 858,874

21 unchanged sentences

2024 6,471 9,072

2024 6,759 3,085

Thereafter 109,358 —

2 unchanged sentences

Total lease liabilities $ 66,183 $ 14,528

The Company's weighted average remaining lease term of its operating and finance leases at December 31, 2020 was 34.5 and 1.1 , respectively.

The Company's weighted average remaining lease term of its operating and finance leases at December 31, 2021 was 36.3 years and 2.1 years, respectively.

The Company's weighted average incremental borrowing rate of its operating and finance leases at December 31, 2021 was 7.8 % and 3.7 %, respectively.

83 unchanged sentences

(6) On September 15, 2020, the Company closed on a loan extension agreement for 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.

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

The loan amount and interest rate remained unchanged following these extensions.

On September 15, 2021, the Company further extended the loan maturity to July 1, 2022.

The interest rate remained unchanged, and the Company repaid $ 10,000 of the outstanding loan balance at closing.

(7) Effective December 10, 2020, the Company began consolidating this joint venture and assumed this debt (See Note 15—Consolidated Joint Venture and Acquisitions).

(8) The loan included unamortized debt premium of $ 0 and $ 773 at December 31, 2020 and 2019, respectively.

The debt premiums represented the excess of the fair value of the loan over the principal value of the loan assumed at acquisition and was amortized into interest expense over the remaining term of the loan in a manner that approximated the effective interest method.

(8) On December 15, 2020, the Company closed on a loan extension agreement for the Fashion Outlets of Niagara.

1 unchanged sentence

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

(9) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.

The interest rate is LIBOR plus 2.75 % and the Company repaid $ 4,680 of the outstanding loan balance at closing.

THE MACERICH COMPANY

2 unchanged sentences

Mortgage Notes Payable:

(9) The loan bears interest at LIBOR plus 2.15 %.

At December 31, 2020 and 2019, the total interest rate was 2.87 % and 4.40 %, respectively.

The Company is in the process of securing a two-year extension on this loan.

(10) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also includes a one-year extension option to February 3, 2023.

(10) On January 22, 2021, the Company closed on a one-year extension of the 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 $ 9,000 of the outstanding loan balance at closing.

(11) The loan bears interest at LIBOR plus 1.48 %.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0 % during the period ending December 9, 2021 (See Note 5—Derivative Instruments and Hedging Activities).

At December 31, 2020 and 2019, the total interest rate was 1.88 % and 3.34 %, respectively.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0 % during the period ending December 9, 2022.

(12) On September 17, 2021, the Company sold Tucson La Encantada and the mortgage payable was paid in full (See Note 16—Dispositions).

Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

1 unchanged sentence

During the second quarter of 2020 and in July 2020, the Company secured agreements with its mortgage lenders on nine property mortgage loans to defer approximately $ 28,683 of both second and third quarter of 2020 debt service payments.

Of the deferred payments, $ 15,208 and $ 20,195 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.

Of the deferred payments, $ 15,208 and $ 20,195 was repaid in the three months and twelve months ended December 31, 2020, respectively, and the remaining balance was fully repaid during the first quarter of 2021.

The Company expects all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand.

11 unchanged sentences

Line of Credit:

The Company has a $ 1,500,000 revolving line of credit that bears interest at LIBOR plus a spread of 1.30 % to 1.90 %, depending on the Company's overall leverage level, and was to mature on July 6, 2020.

On April 8, 2020, the Company exercised its option to extend the maturity of the facility to July 6, 2021.

The line of credit can be expanded, depending on certain conditions, up to a total facility of $ 2,000,000 .

The Company anticipates refinancing its revolving line of credit in

On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $ 700,000 facility, including a $ 525,000 revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $ 175,000 term loan facility that matures on April 14, 2024.

The revolving loan facility can be expanded up to $ 800,000 , subject to receipt of lender commitments and other conditions.

Concurrently with entering into the new credit agreement, the Company drew the $ 175,000 term loan facility in its entirety and drew $ 320,000 of the amount

THE MACERICH COMPANY

2 unchanged sentences

Bank and Other Notes Payable:

advance of its maturity date.

While the Company cannot predict what the terms of any new facility will be, it may include a lower lending commitment and require security.

Any final terms of a new credit facility are subject to ongoing negotiations and may change.

available under the revolving loan facility.

Simultaneously with entering into the new credit agreement, the Company repaid $ 985,000 of debt, which included terminating and repaying all amounts outstanding under its prior revolving line of credit facility.

All obligations under the facility are guaranteed unconditionally by the Company and are secured in the form of mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s subsidiaries.

The new credit facility bears interest at LIBOR plus a spread of 2.25 % to 3.25 % depending on the Company’s overall leverage level.

As of December 31, 2021, the borrowing rate was LIBOR plus 2.25 %.

As of December 31, 2021, borrowings under the facility were $ 119,000 , less unamortized deferred finance costs of $ 14,189 , for the revolving loan facility at a total interest rate of 3.86 %.

As of December 31, 2021, the Company's availability under the revolving loan facility for additional borrowings was $ 405,719 .

On September 20, 2021, the Company paid off the remaining balance outstanding on the term loan facility with proceeds from the sale of Tucson La Encantada (See Note 16—Dispositions).

The estimated fair value (Level 2 measurement) of borrowings under the credit facility at December 31, 2021 was $ 118,198 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

The Company had a $ 1,500,000 revolving line of credit that bore interest at LIBOR plus a spread of 1.30 % to 1.90 %, depending on the Company's overall leverage level, and was to mature on July 6, 2020.

On April 8, 2020, the Company exercised its option to extend the maturity of the facility to July 6, 2021.

The line of credit could have been expanded, depending on certain conditions, up to a total facility of $ 2,000,000 .

Based on the Company's leverage level as of December 31, 2020, the borrowing rate on the facility was LIBOR plus 1.65 %.

The Company has four interest rate swap agreements that effectively convert a total of $ 400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.65 % to fixed rate debt of 4.30 % until September 30, 2021 (See Note 5—Derivative Instruments and Hedging Activities).

As of December 31, 2020 and 2019, borrowings under the line of credit were $ 1,480,000 and $ 820,000 , respectively, less unamortized deferred finance costs of $ 2,460 and $ 2,623 , respectively, at a total interest rate of 2.73 % and 3.92 %, respectively.

As of December 31, 2020 and 2019, the Company's availability under the line of credit for additional borrowings was $ 19,719 and $ 679,719 , respectively, The estimated fair value (Level 2 measurement) of the line of credit at December 31, 2020 and 2019 was $ 1,485,598 and $ 826,280 , respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

Prasada Note:

On March 29, 2013, the Company issued a $ 13,330 note payable that bore interest at 5.25 % and was to mature on May 30, 2021.

The note payable was collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona.

On October 7, 2019, the loan was paid off.

On April 14, 2021, the Company repaid the $ 985,000 of outstanding debt and terminated this credit facility.

The Company had four interest rate swap agreements that effectively converted a total of $ 400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.65 % to fixed rate debt of 4.50 % until September 30, 2021.

These swaps were hedged against the Santa Monica Place floating rate loan and a portion of the Green Acres Commons floating rate loan effectively converting these loans to fixed rate debt through September 30, 2021.

The Company did not renew the swaps that expired on September 30, 2021 and, as a result, on October 1, 2021, these loans reverted back to floating interest rate loans (See Note 5 – Derivative Instruments and Hedging Activities and Note 10 – Mortgage Notes Payable).

As of December 31, 2020, borrowings under the prior line of credit was $ 1,480,000 less unamortized deferred finance costs of $ 2,460 at a total interest rate of 2.73 %.

As of December 31, 2020, the Company's availability under the prior line of credit for additional borrowings was $ 19,719 .

The estimated fair value (Level 2 measurement) of borrowings under the line of credit at December 31, 2020 was $ 1,485,598 based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

As of December 31, 2021 and 2020, the Company was in compliance with all applicable financial loan covenants.

Financing Arrangement:

On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9 % interest in Chandler Fashion Center, a 1,318,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,552,000 square foot regional shopping center in Freehold, New Jersey, referred to herein as Chandler Freehold.

On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9 % interest in Chandler Fashion Center, a 1,319,000 square foot regional town center in Chandler, Arizona, and Freehold Raceway Mall, a 1,553,000 square foot regional town center in Freehold, New Jersey, referred to herein as Chandler Freehold.

As a result of the Company having certain rights under the agreement to repurchase the assets of Chandler Freehold, the transaction did not qualify for sale treatment.

1 unchanged sentence

The transaction was initially accounted for as a co-venture arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation was established for the net cash proceeds received from the third party less costs allocated to a warrant.

The co-venture obligation was increased for the allocation of income to the co-venture partner and decreased for distributions to the co-venture partner.

Upon adoption of ASC 606 on January 1, 2018, the Company changed its accounting for Chandler Freehold from a co-venture arrangement to a financing arrangement.

Accordingly, the Company replaced its $ 31,150 distributions in excess of co-venture obligation with a financing arrangement liability of $ 393,709 on its consolidated balance sheets.

This resulted in the recognition of a $ 424,859 increase in the Company’s accumulated deficit as a cumulative effect adjustment under the modified retrospective method of adoption.

As a result of adopting ASC 606, the Company no longer records co-venture expense for its partner's share of the income of Chandler Freehold.

Under the Financing Arrangement, the Company recognizes interest expense on (i) the changes in fair value of the Financing Arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net income and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.

Under the Financing Arrangement, the Company recognizes interest expense on (i) the changes in fair value of the Financing Arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net (loss) income and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Financing Arrangement:

During the years ended December 31, 2021, 2020 and 2019 the Company incurred interest (income) expense in connection with the financing arrangement as follows:

2021 2020 2019

Distributions of the partner's share of net income $ 1,144 $ 7,184 $ 9,079

Distributions of the partner's share of net (loss) income $ ( 2,763 ) $ 1,144 $ 7,184

Distributions in excess of the partner's share of net income 14,435 3,097 6,939

1 unchanged sentence

$ ( 3,718 ) $ ( 135,281 ) $ ( 62,517 )

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Financing Arrangement:

The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2020 and 2019 was based upon a terminal capitalization rate of 5.5 % and 5.0 %, respectively, a discount rate of 7.0 % and 6.0 %, respectively, and market rents per square foot ranging from $ 35 to $ 105 .

The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2021 and 2020 was based upon a terminal capitalization rate of approximately 5.75 % and 5.5 %, respectively, a discount rate of approximately 7.25 % and 7.0 %, respectively, and market rents per square foot ranging from $ 35 to $ 105 .

The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement.

6 unchanged sentences

The Company adjusts the noncontrolling interests in the Operating Partnership periodically to reflect its ownership interest in the Company.

The Company had a 93 % ownership interest in the Operating Partnership as of December 31, 2020 and 2019.

The remaining 7 % limited partnership interest as of December 31, 2020 and 2019 was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units.

The Company had a 96 % and 93 % ownership interest in the Operating Partnership as of December 31, 2021 and 2020, respectively.

The remaining 4 % and 7 % limited partnership interest as of December 31, 2021 and 2020, respectively, was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units.

The OP Units may be redeemed for shares of registered or unregistered stock or cash, at the Company's option.

5 unchanged sentences

The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Stockholders' Equity:

8 unchanged sentences

The number of shares issued as a result of the dividend was calculated based on the volume weighted average trading price of the Company's common stock on the New York Stock Exchange on May 20, May 21 and May 22, 2020 of $ 7.2956 .

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Stockholders' Equity:

The Company accounted for the stock portion of its distribution as a stock issuance as opposed to a stock dividend.

Accordingly, the impact of the shares issued is reflected in the Company'e earnings per share calculation on a prospective basis.

Accordingly, the impact of the shares issued is reflected in the Company's earnings per share calculation on a prospective basis.

The issuance of the stock dividend resulted in a reduction of $ 0.05 on both basic and diluted earnings per share for the year ended December 31, 2020.

Stock Offerings:

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 $ 500,000 under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $ 1,000,000 under the ATM Programs.

During the twelve months ended December 31, 2021, the Company issued 62,049,131 shares of common stock under the ATM Programs for aggregate gross proceeds of $ 848,301 and net proceeds of $ 830,241 after commissions and other transaction costs.

The proceeds from the sales under the ATM Programs were used to pay down the Company’s line of credit (See Note 11 – Bank and Other Notes Payable).

As of December 31, 2021, $ 151,699 remained available to be sold under the March 2021 ATM Program.

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

Actual future sales will depend upon a variety of factors including, but not limited to, market conditions, the trading price of the Company’s common stock and the Company’s capital needs.

The Company has no obligation to sell the remaining shares available for sale under the ATM Programs.

Stock Buyback Program:

3 unchanged sentences

There were no repurchases under the Stock Buyback Program during the years ended December 31, 2021, 2020 and 2019.

Collaborative Arrangement:

On March 1, 2018, the Company formed a 25 / 75 joint venture with Hudson Pacific Properties, whereby the Company agreed to contribute One Westside in exchange for a cash payment of $ 142,500 .

The Company completed the transfer on August 31, 2018.

During the period from March 1, 2018 to August 31, 2018, the Company accounted for the operations of One Westside as a collaborative arrangement.

Both partners shared operating control of the property and the Company was reimbursed by the outside partner for 75 % of the carrying cost of the property, which were defined in the agreement as operating expenses in excess of revenues, debt service and capital expenditures.

Accordingly, the Company reduced minimum rents, percentage rents, tenant recoveries, other revenue, shopping center and operating expenses and interest expense by its partner's 75 % share and recorded a receivable due from its partner, which was settled upon completion of the transfer of the property.

In addition, the Company was reimbursed by its partner for its 75 % share of mortgage loan principal payments and capital expenditures during the period.

Since completion of the transfer, the Company has accounted for its investment in One Westside under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures).

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

Fashion District Philadelphia:

Effective December 10, 2020, the Company made the Partnership Loan to the Company’s joint venture in Fashion District Philadelphia, pursuant to the joint venture’s amended and restated partnership agreement, to fund a $ 100,000 repayment to reduce the mortgage notes payable on Fashion District Philadelphia from $ 301,000 to $ 201,000 .

Effective December 10, 2020, the Company made the Partnership Loan to the Company’s previously unconsolidated joint venture in Fashion District Philadelphia, pursuant to the joint venture’s amended and restated partnership agreement, to fund a $ 100,000 repayment to reduce the mortgage notes payable on Fashion District Philadelphia from $ 301,000 to $ 201,000 .

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.

6 unchanged sentences

The fair value of the joint venture property was determined by using income and market or sales comparison valuation approaches which included, but are not limited to estimates of rental rates, comparable sales, revenue and expense growth rates, capitalization rates and discount rates.

The allocation of fair value to

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

assets was estimated by the market or sales comparison, cost and income approaches.

The allocation of fair value to assets was estimated by the market or sales comparison, cost and income approaches.

Assumed debt was recorded at fair value based upon the present value of the expected future payments and current interest rates.

16 unchanged sentences

(1) The Partnership Loan is eliminated in the Company's consolidated financial statements.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

The Company recognized a remeasurement loss to adjust the carrying value of its existing investment in the joint venture to its estimated fair value in the Company’s consolidated financial statements.

5 unchanged sentences

Loss on remeasurement of asset $ ( 163,298 )

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

Sears South Plains:

9 unchanged sentences

Dispositions:

On May 17, 2018, the Company sold Promenade at Casa Grande, a 761,000 square foot community center in Casa Grande, Arizona, for $ 26,000 , resulting in a loss on sale of assets of $ 311 .

On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $ 100,000 resulting in a gain on sale of assets and land of $ 5,563 .

Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5 % ownership interest (see Note 4 – Investments in Unconsolidated Joint Ventures).

The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes.

On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $ 165,250 , resulting in a gain on sale of assets of approximately $ 117,242 .

The Company used the net cash proceeds of $ 100,142 to pay down debt.

For the twelve months ended December 31, 2021, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 29,427 .

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

Commitments and Contingencies:

2 unchanged sentences

The Company has entered into a number of construction agreements related to its redevelopment and development activities.

Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement.

Obligations under these agreements are contingent upon the completion of the services within the guidelines specified

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Commitments and Contingencies:

in the relevant agreement.

At December 31, 2021, the Company had $ 12,785 in outstanding obligations, which it believes will be settled in the next twelve months.

7 unchanged sentences

$ 23,830 $ 22,248 $ 34,804

Certain mortgage notes on the properties are held by NML.

NML was considered a related party due to its ownership interest in Broadway Plaza until it sold its ownership interest in the property to a third party on October 12, 2018.

Interest expense in connection with these notes, during the period that NML was a related party, was $ 6,653 for the year ended December 31, 2018.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Related Party Transactions:

Interest (income) expense from related party transactions also includes $( 3,718 ), $( 135,281 ) and $( 62,517 ) for the years ended December 31, 2021, 2020 and 2019, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).

Due from affiliates includes $ 1,612 and $ 6,157 of unreimbursed costs and fees due from unconsolidated joint ventures under management agreements at December 31, 2020 and 2019, respectively.

Due (to) from affiliates includes $( 327 ) and $ 1,612 of (prepaid) unreimbursed costs and fees due (to) from unconsolidated joint ventures under management agreements at December 31, 2021 and 2020, respectively.

In addition, due from affiliates included a note receivable from RED/303 LLC ("RED") that bore interest at 5.25 % and was to mature on May 30, 2021.

18 unchanged sentences

As of December 31, 2021, there were 5,112,831 shares available for issuance under the 2003 Plan.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit.

10 unchanged sentences

Balance at end of year 266,505 $ 19.05 309,845 $ 21.47 199,987 $ 43.59

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-Based Plans:

Upon exercise, the recipients received unrestricted common shares for the appreciation in value of the SARs from the grant date to the exercise date.

The following table summarizes the activity of SARs awards during the years ended December 31, 2020, 2019 and 2018:

2020 2019 2018

Units Weighted

Price Units Weighted

Balance at beginning of year — $ — — $ — 235,439 $ 53.83

Exercised — — — — ( 235,439 ) 53.83

Balance at end of year — $ — — $ — — $ —

Long-Term Incentive Plan Units:

2 unchanged sentences

LTIP Units receive cash dividends based on the dividend amount paid on the common stock of the Company.

The LTIP may include both market-indexed awards and service-based awards.

The LTIP may include market-indexed awards, performance-based awards and service-based awards.

The market-indexed LTIP Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per common stock share relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period.

The performance-based LTIP Units vest over a specified period based on the Company's operational performance over that period.

The fair value of the service-based LTIP Units was determined by the market price of the Company's common stock on the date of the grant.

The fair value of the market-indexed LTIP Units are estimated on the date of grant using a Monte Carlo Simulation model.

The fair value of the market-indexed LTIP Units and performance-based LTIP Units are estimated on the date of grant using a Monte Carlo Simulation model.

The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process.

11 unchanged sentences

9/1/2019 4,393 Service-based $ 28.53 8/31/2022

1/29/2018 1,893 Service-based $ 66.02 12/31/2020

9/1/2019 6,454 Market-indexed $ 19.42 8/31/2022

1/1/2020 154,158 Service-based $ 26.92 12/31/2022

4/26/2018 89,637 Service-based $ 55.78 4/26/2018

1/1/2019 81,732 Service-based $ 43.28 12/31/2021

1/1/2020 321,940 Market-indexed $ 27.80 12/31/2022

2 unchanged sentences

1/1/2021 576,378 Service-based $ 10.67 12/31/2023

1/1/2020 321,940 Market-indexed $ 27.80 12/31/2022

3/1/2020 39,176 Service-based $ 20.42 2/28/2023

3/1/2020 37,592 Market-indexed $ 21.28 2/28/2023

The fair value of the market-indexed LTIP Units (Level 3) were estimated on the date of grant using a Monte Carlo Simulation model that based on the following assumptions:

1/1/2021 1,005,073 Performance-based $ 9.85 12/31/2023

The fair value of the market-indexed LTIP Units and performance-based LTIP Units (Level 3) were estimated on the date of grant using a Monte Carlo Simulation model that based on the following assumptions:

Grant Date Risk Free Interest Rate Expected Volatility

4 unchanged sentences

1/1/2021 0.17 % 62.82 %

3/1/2020 0.85 % 28.34 %

THE MACERICH COMPANY

24 unchanged sentences

Balance at end of year 37,515 $ 54.34 37,515 $ 54.34 35,565 $ 57.32

(1) Pursuant to the terms of the Company's equity plan, the exercise price and number of options were adjusted so that the stock dividend paid on June 3, 2020 had no negative impact on the outstanding stock options (See Note 14–Stockholder's Equity).

Directors' Phantom Stock Plan:

37 unchanged sentences

The fair value of the stock awards and stock units that vested during the years ended December 31, 2021, 2020 and 2019 was $ 3,408 , $ 1,376 and $ 3,577 , respectively.

Unrecognized compensation costs of share and unit-based plans at December 31, 2020 consisted of $ 3,007 from LTIP Units, $ 2,257 from stock units and $ 165 from phantom stock units.

Unrecognized compensation costs of share and unit-based plans at December 31, 2021 consisted of $ 4,610 from LTIP Units and $ 1,533 from stock units.

THE MACERICH COMPANY

29 unchanged sentences

Deferred ( 6,948 ) 8 ( 1,439 )

Income tax benefit (expense) $ 447 $ ( 1,589 ) $ 3,604

Income tax (expense) benefit $ ( 6,948 ) $ 447 $ ( 1,589 )

THE MACERICH COMPANY

9 unchanged sentences

Other ( 814 ) ( 794 ) ( 876 )

Income tax benefit (expense) $ 447 $ ( 1,589 ) $ 3,604

Income tax (expense) benefit $ ( 6,948 ) $ 447 $ ( 1,589 )

The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2021 and 2020 are summarized as follows:

1 unchanged sentence

Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs

( 1,013 ) 2,927

Other 475 644

9 unchanged sentences

The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Quarterly Financial Data (Unaudited):

The following is a summary of quarterly results of operations for the years ended December 31, 2020 and 2019:

2020 Quarter Ended 2019 Quarter Ended

Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31

Revenues $ 194,643 $ 185,844 $ 178,587 $ 226,952 $ 241,841 $ 231,127 $ 227,972 $ 226,522

Net (loss) income attributable to the Company(1)

$ ( 190,418 ) $ ( 22,191 ) $ ( 25,116 ) $ 7,522 $ 26,891 $ 46,371 $ 15,734 $ 7,824

Net (loss) income attributable to common stockholders per share-basic

$ ( 1.27 ) $ ( 0.15 ) $ ( 0.18 ) $ 0.05 $ 0.19 $ 0.33 $ 0.11 $ 0.05

Net (loss) income attributable to common stockholders per share-diluted

$ ( 1.27 ) $ ( 0.15 ) $ ( 0.18 ) $ 0.05 $ 0.19 $ 0.33 $ 0.11 $ 0.05

(1) Net loss attributable to the Company for the quarter ended December 31, 2020 includes the loss on remeasurement of assets of $ 163,298 resulting from the consolidation of the Company’s joint venture in Fashion District Philadelphia (See Note 16–Consolidated Joint Venture and Acquisitions).

Subsequent Events:

19 unchanged sentences

Eastland Mall 22,050 151,605 — 11,990 20,810 162,693 2,130 12 185,645 49,685 135,960

Estrella Falls 10,550 — — 52,007 10,524 52,033 — — 62,557 6,342 56,215

Fashion District Philadelphia 38,402 293,112 — 6,262 39,962 296,775 235 804 337,776 9,505 328,271

14 unchanged sentences

Pacific View 8,697 8,696 — 137,922 7,854 145,911 1,550 — 155,315 84,979 70,336

Paradise Valley Mall 33,445 128,485 — 22,337 32,045 148,099 2,638 1,485 184,267 88,056 96,211

Prasada 6,615 — — 23,373 3,114 26,445 — 429 29,988 2,337 27,651

8 unchanged sentences

Superstition Springs Center 10,928 112,718 — 11,687 10,928 123,344 1,061 — 135,333 32,155 103,178

Superstition Springs Power Center 1,618 4,420 — ( 98 ) 1,194 4,709 37 — 5,940 2,415 3,525

The Macerich Partnership, L.P.

— 2,534 — 5,969 — 1,138 7,365 — 8,503 1,827 6,676

Towne Mall 6,652 31,184 — 5,110 6,877 35,620 350 99 42,946 18,746 24,200

See accompanying report of independent registered public accounting firm.

13 unchanged sentences

Depreciation Total Cost

Superstition Springs Power Center 1,618 4,420 — ( 109 ) 1,194 4,698 37 — 5,929 2,268 3,661

The Macerich Partnership, L.P.

— 2,534 — 4,860 — — 7,365 29 7,394 1,515 5,879

Towne Mall 6,652 31,184 — 4,988 6,877 35,480 368 99 42,824 17,769 25,055

Tucson La Encantada 12,800 19,699 — 59,230 12,800 78,230 699 — 91,729 46,986 44,743

Valley Mall 16,045 26,098 — 12,675 14,506 40,064 248 — 54,818 16,513 38,305

49 unchanged sentences

Exhibit Number Description

Articles of Amendment of the Company (increased authorized shares) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 28, 2021).

Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 24, 2019).

Description of the Company's Securities (incorporated by reference as an exhibit to the Company's 2019 Form 10-K).

Description of the Company's Securities

Form of Common Stock Certificate (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, as amended, event date November 10, 1998).

12 unchanged sentences

Eleventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 2007 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007).

Twelfth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 30, 2009 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

Exhibit Number Description

Thirteenth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of October 29, 2009 (incorporated by reference as an exhibit to the Company's 2009 Form 10-K).

Form of Fourteenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

Fourteenth Amendment to Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 14, 2021.

Form of Fifteenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

* Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).

8 unchanged sentences

* Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January 1, 2016) (incorporated by reference as an exhibit to the Company's 2015 Form 10-K).

Exhibit Number Description

Deferred Compensation Plan Amended and Restated Trust Agreement between the Company and Wells Fargo Bank, National Association, effective as of June 17, 2019 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

3 unchanged sentences

Coppola (incorporated by reference as an exhibit to the Company's 1994 Form 10-K) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).

10.8 Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company (incorporated by reference as an exhibit to the Company’s 1994 Form 10-K) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).

Exhibit Number Description

Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership, the Company and Taubman Realty Group Limited Partnership (Registration rights assigned by Taubman to three assignees) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K).

9 unchanged sentences

List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).

Registration Rights Agreement between the Company and 1700480 Ontario Inc.

dated as of November 14, 2014 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014).

Second Amended and Restated Credit Agreement, dated as of July 6, 2016, by and among the Company, The Macerich Partnership, L.P., Deutsche Bank AG New York Branch, as administrative agent;

Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Goldman Sachs Bank USA and U.S.

Bank National Association, as joint lead arrangers and joint bookrunning managers;

JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Goldman Sachs Bank USA and U.S.Bank National Association, N.A.

as co-syndication agents, PNC Bank, National Association, as documentation agent, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 6, 2016).

Guaranty, dated as of July 6, 2016, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 6, 2016).

Credit Agreement, dated as of April 14 , 20 21 , by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors , Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A.

and Goldman Sachs Bank USA , as joint lead arrangers and joint bookrunning managers , Deutsche Bank Securities Inc.

and JPMorgan Chase Bank, N.A.

as co-syndication agents , Goldman Sachs Bank USA , as documentation agent, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 14 , 20 21 ).

Exhibit Number Description

First Amendment to Credit Agreement , dated as of July 27 , 20 21 , by and among the Company, as guarantor , the Partnership, as borrower, certain subsidiary guarantors, and Deutsche Bank AG New York Branch, as administrative agent for the lenders (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10 - Q for the quarter ended Ju ne 30 , 20 21 ).

Unconditional Guaranty, dated as of April 14, 2021, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date April 14, 2021).

Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

* 2003 Equity Incentive Plan, as amended and restated as of May 26, 2016 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 26, 2016).

Exhibit Number Description

* Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).

7 unchanged sentences

* Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (service-based) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

* Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (performance-based) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

* Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan ( p erformance-based ) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 3 0 , 20 21 ).

* Form of LTIP Unit Award Agreement under 2003 Equity Incentive Plan (fully-vested) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 201 4 ).

* Amendment and Restatement of the Employee Stock Purchase Plan (as amended and restated as of June 1, 2013) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).

* First Amendment to Amended and Restated Employee Stock Purchase Plan (October 23, 2014) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

* Second Amendment to Amended and Restated Employee Stock Purchase Plan (July 25, 2019) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

* Change in Control Severance Pay Plan for Executive Vice Presidents (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

Exhibit Number Description

* The Macerich Company Employee Stock Purchase Plan (as amended and restated effective June 1, 2021) (incorporated by reference as an exhibit to the Company’s Current Report on 8-K, event date May 28, 2021).

* Change in Control Severance Pay Plan for Executive Vice Presidents (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

* Change in Control Severance Pay Plan for Senior Executives (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

* Change in Control Agreement between the Company and Ann C.

Menard, effective February 24, 2018 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

* Amended and Restated Offer of Employment between the Company and Ann C.

Menard, effective April 30, 2018 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

* First Amendment to Amended and Restated Offer of Employment between the Company and Ann C.

Menard, effective January 1, 2020) (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter end e d September 30, 2019).

* Employment Agreement between the Company and Thomas E.

O’Hern, effective April 26, 2018 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

* First Amendment to Employment Agreement between the Company and Thomas E.

O’Hern, effective January 1, 2020 (First Amendment to Employment Agreement between the Company and Thomas E.

O’Hern, effective January 1, 2020 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

* Employment Agreement Renewal between the Company and Thomas E.

O’Hern, effective June 8, 2021 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date June 11, 2021).

* Employment Agreement between the Company and William P.

10 unchanged sentences

O'Hern and Scott W.

Exhibit Number Description

101.SCH Inline XBRL Taxonomy Extension Schema Document

40 unchanged sentences

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 9A. Controls and Procedures