What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 205 added, 256 removed, 1356 unchanged (25% 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, 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.

Based on their evaluation as of December 31, 2022, 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

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 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.

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, 2022 and 2021, 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, 2022, 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, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Not Applicable

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be included in the Company’s definitive proxy statement to be filed for its 2023 Annual Meeting of Stockholders and is incorporated by reference herein.

17 unchanged sentences

Consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020

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

Consolidated statements of comprehensive (loss) income for the years ended December 31, 2022, 2021 and 2020

Consolidated statements of equity for the years ended December 31, 2022, 2021 and 2020

10 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, 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).

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (Company) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.

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The fair value of the shopping centers is estimated using a discounted cash flow model.

Subsequent changes in fair value of the financing arrangement obligation are recorded as interest expense.

Subsequent changes in the fair value of the financing arrangement obligation are recorded as interest expense.

The financing arrangement obligation as of December 31, 2022 was $143 million, or 3% of total liabilities.

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

The adjustment to fair value of the financing arrangement obligation was $24 million, or 37% of net income for the year ended December 31, 2022.

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

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Stockholders' equity:

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

and 2020, respectively

Common stock, $ 0.01 par value, 500,000,000 shares authorized at December 31, 2022 and 2021, 215,241,129 and 214,797,057 shares issued and outstanding at December 31, 2022 and 2021, respectively

Additional paid-in capital 5,506,084 5,488,440

Accumulated deficit ( 2,643,094 ) ( 2,443,696 )

Accumulated other comprehensive loss ( 24 ) ( 8,208 )

Accumulated other comprehensive income (loss) 632 ( 24 )

Total stockholders' equity 2,865,773 3,046,867

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709,129 722,069 697,937

Interest (income) expense:

Interest expense (income):

Related parties 34,735 ( 3,718 ) ( 135,281 )

3 unchanged sentences

Total expenses 925,980 915,755 773,487

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

Equity in (loss) income of unconsolidated joint ventures ( 5,256 ) 15,689 ( 27,038 )

Income tax (expense) benefit ( 705 ) ( 6,948 ) 447

1 unchanged sentence

Gain (loss) on sale or write down of assets, net 7,698 75,740 ( 68,112 )

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

Net (loss) income ( 65,079 ) 16,163 ( 245,462 )

Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )

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

Net (loss) income attributable to the Company $ ( 66,068 ) $ 14,263 $ ( 230,203 )

Earnings per common share attributable to common stockholders:

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollars in thousands)

1 unchanged sentence

2022 2021 2020

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

Other comprehensive income (loss):

Net (loss) income $ ( 65,079 ) $ 16,163 $ ( 245,462 )

Other comprehensive income:

Interest rate cap/swap agreements 656 8,184 843

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

Comprehensive (loss) income ( 64,423 ) 24,347 ( 244,619 )

Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )

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

Comprehensive (loss) income attributable to the Company $ ( 65,412 ) $ 22,447 $ ( 229,360 )

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

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Balance at January 1, 2020 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 — — — — 843 843 — 843

5 unchanged sentences

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

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

Distributions to noncontrolling interests

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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

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Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity

Value Noncontrolling

1 unchanged sentence

Balance at December 31, 2021 214,797,057 $ 2,147 $ 5,488,440 $ ( 2,443,696 ) $ ( 24 ) $ 3,046,867 $ 129,282 $ 3,176,149

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

Net (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 )

Interest rate cap/swap agreements

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Cash flows from operating activities:

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

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

Net (loss) income $ ( 65,079 ) $ 16,163 $ ( 245,462 )

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

Loss on extinguishment of debt — 1,007 —

4 unchanged sentences

Amortization of share and unit-based plans 17,638 14,273 13,843

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

Straight-line rent and amortization of above and below market leases, net ( 1,271 ) ( 7,691 ) ( 23,707 )

(Recovery of) provision for doubtful accounts ( 656 ) ( 6,390 ) 44,250

Income tax expense (benefit) 705 6,948 ( 447 )

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

Equity in loss (income) of unconsolidated joint ventures 5,256 ( 15,689 ) 27,038

Change in fair value of financing arrangement obligation 24,233 ( 15,390 ) ( 139,522 )

3 unchanged sentences

Other assets ( 13,246 ) 14,876 810

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

Due (from) to affiliates ( 3,626 ) 1,939 3,385

Accounts payable and accrued expenses ( 382 ) ( 6,746 ) 15,479

2 unchanged sentences

Cash flows from investing activities:

Acquisition of property ( 24,544 ) — —

Development, redevelopment, expansion and renovation of properties ( 42,153 ) ( 77,686 ) ( 45,161 )

6 unchanged sentences

Loan to previously unconsolidated joint venture — — ( 100,000 )

Proceeds from collection of receivable in connection with sale of joint venture property 21,000 — —

Proceeds from sale of assets 50,458 337,514 16,896

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

Net cash (used in) provided by investing activities ( 1,402 ) 234,968 ( 202,848 )

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

8 unchanged sentences

Deferred financing costs ( 6,446 ) ( 22,872 ) ( 4,320 )

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

Proceeds from finance lease — — 4,115

1 unchanged sentence

Proceeds from share and unit-based plans 1,741 1,348 1,531

Proceeds from stock offerings, net 830,241 — —

(Costs) proceeds from stock offerings, net ( 183 ) 830,241 —

Redemption of noncontrolling interests ( 328 ) ( 178 ) ( 29 )

2 unchanged sentences

Net cash (used in) provided by financing activities ( 321,940 ) ( 837,024 ) 446,454

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

Net increase (decrease) in cash, cash equivalents and restricted cash 14,168 ( 315,688 ) 368,443

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

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The accompanying consolidated financial statements include the accounts of the Company.

Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE are consolidated;

Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in accordance with Accounting Standards Codification ("ASC") 810, "Consolidation", in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE are consolidated;

otherwise they are accounted for under the equity method of accounting and are reflected as investments in unconsolidated joint ventures.

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

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:

In April 2020, the Financial Accounting Standards Board issued a Staff Question-and-Answer (“Q&A”) to clarify whether lease concessions related to the effects of COVID-19 require the application of the lease modification guidance under Accounting Standards Codification ("ASC") 842, "Leases" ("the lease modification accounting framework").

In April 2020, the Financial Accounting Standards Board ("FASB") issued a Staff Question-and-Answer (“Q&A”) to clarify whether lease concessions related to the effects of COVID-19 require the application of the lease modification guidance under ASC 842, "Leases" ("the lease modification accounting framework").

Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or an enforceable right and obligation within the existing lease.

10 unchanged sentences

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases.

The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Minimum rents were increased by $ 5,873 , $ 24,789 and $ 10,533 due to the straight-line rent adjustment during the years ended December 31, 2021, 2020 and 2019, respectively.

The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Minimum rents were (decreased) increased by $( 777 ), $ 5,873 and $ 24,789 due to the straight-line rent adjustment during the years ended December 31, 2022, 2021 and 2020, respectively.

Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

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Investment in Unconsolidated Joint Ventures:

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a variable interest entity in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity.

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a VIE in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity.

Although the Company has a greater than 50 % interest in Corte Madera Village, LLC, Macerich HHF Centers LLC, New River Associates LLC and Pacific Premier Retail LLC, the Company does not have controlling financial interests in these joint ventures due to the substantive participation rights of the outside partners in these joint ventures and, therefore, accounts for its investments in these joint ventures using the equity method of accounting.

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Deferred Charges:

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method.

Direct costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method.

As these deferred leasing costs represent productive assets incurred in connection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows.

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At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2021, 2020 or 2019.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2022, 2021 or 2020, with the exception of one Center in New York which represents approximately 12 % of the Company's consolidated revenues for the year ended December 31, 2022.

Management Estimates:

2 unchanged sentences

Recent Accounting Pronouncements:

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

The new standard amended the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e.

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 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.

In addition, straight-line rent receivables are written off when the Company believes there is uncertainty regarding a tenant's ability to complete the term of the lease.

As a result, the Company recognized a cumulative effect adjustment of $ 2,203 upon adoption for the write off of straight-line rent receivables of tenants that were in litigation or bankruptcy.

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

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

Initial direct costs include the salaries and related costs for employees directly working on leasing activities.

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.

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.

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 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.

In March 2020, the FASB issued guidance codified in ASU 2020-04, “Reference Rate Reform (Topic 848):

In March 2020, the FASB issued guidance codified in Accounting Standards Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

2 unchanged sentences

An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued.

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 Company evaluated the optional expedients and exceptions provided by ASU 2020-04 and determined that the impact will not be significant 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

2022 2021 2020

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

Net (loss) income $ ( 65,079 ) $ 16,163 $ ( 245,462 )

net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )

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

Net (loss) income attributable to the Company ( 66,068 ) 14,263 ( 230,203 )

Allocation of earnings to participating securities ( 856 ) ( 853 ) ( 1,048 )

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

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

$ ( 66,924 ) $ 13,410 $ ( 231,251 )

Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 215,031 198,070 146,232

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

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

Basic and diluted $ ( 0.31 ) $ 0.07 $ ( 1.58 )

6 unchanged sentences

Investments in Unconsolidated Joint Ventures:

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

The Company owns operating properties through various unconsolidated joint ventures with third parties.

The Company's direct or indirect ownership interest in each joint venture as of December 31, 2022 was as follows:

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The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2022, 2021 and 2020 and events subsequent to December 31, 2022:

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.

Concurrent with the loan modification, the joint venture borrowed an additional $ 18,379 .

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 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 .

On August 16, 2019, the joint venture borrowed an additional $ 25,000 .

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 October 11, 2029.

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

On October 17, 2019, the Company’s joint venture in West Acres placed a construction loan on the property that allows for borrowing of up to $ 6,500 , bears interest at an effective rate of 3.72 % and matures on October 10, 2029.

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

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

The loan bears interest at LIBOR plus 1.70 %, which can be reduced to LIBOR plus 1.50 % upon the completion of certain conditions, and matures on December 18, 2024.

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 December 1, 2030.

2 unchanged sentences

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 %.

This mortgage loan matures on January 22, 2024, and bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3.6 % (See Note 10–Mortgage Notes Payable).

The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15 % accrued interest must be repaid prior to the resumption of 50 /50 cash distributions to the Company and its joint venture partner.

9 unchanged sentences

Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements (See Note 15 – Consolidated Joint Venture and Acquisitions).

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

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.

6 unchanged sentences

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.

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 SOFR plus 3.70 % and matures on February 9, 2025, 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.

3 unchanged sentences

Investments in Unconsolidated Joint Ventures:

On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties, for a total purchase price of approximately $ 24,544 .

As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022.

The Company's share of the impairment loss was $ 27,054 .

Effective as of August 2, 2022, the Company now owns and has consolidated its 100 % interest in these two former Sears parcels in its consolidated financial statements (See Note 15 — Consolidated Joint Venture and Acquisitions).

On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options.

The Company's joint venture repaid $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance.

The loan bears interest at SOFR plus 4.0 % and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 %.

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

38 unchanged sentences

Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 )

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

Company's equity in net loss $ ( 3,501 ) $ ( 1,755 ) $ ( 5,256 )

Year Ended December 31, 2021

7 unchanged sentences

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

THE MACERICH COMPANY

13 unchanged sentences

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 )

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

Derivative Instruments and Hedging Activities:

The Company uses an interest rate cap and four interest rate swap agreements to manage the interest rate risk of its floating rate debt.

The Company recorded other comprehensive income (loss) related to the marking-to-market of derivative instruments of $ 8,184 , $ 843 and $( 4,585 ) during the years ended December 31, 2021, 2020 and 2019, respectively.

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

The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt.

The Company recorded other comprehensive income related to the marking-to-market of derivative instruments of $ 656 , $ 8,184 and $ 843 during the years ended December 31, 2022, 2021 and 2020, respectively.

$ 632 of the $ 656 in other comprehensive income at December 31, 2022 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.

The fair value of the Company's hedged derivatives was $ 0 and $ 6 at December 31, 2022 and 2021, respectively.

The following derivatives were outstanding at December 31, 2022 and December 31, 2021:

Property Notional Amount Product LIBOR Rate Maturity December 31,

Property Designation Notional Amount Product LIBOR Rate Maturity December 31,

2022 December 31,

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

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.

The fair value of the Company's interest rate derivatives was determined using discounted cash flow analysis on the expected cash flows of each derivative.

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

Santa Monica Place Non-Hedged $ 300,000 Cap 4.00 % 12/9/2023 $ 2,576 $ —

The Macerich Partnership, L.P.

Non-Hedged $ ( 300,000 ) Sold Cap 4.00 % 12/9/2023 $ ( 2,567 ) $ —

The above derivatives were valued with an aggregate fair value (Level 2 measurement) and were included in other assets (other accrued liabilities).

The fair value of the Company's interest rate derivatives were determined using discounted cash flow analysis on the expected cash flows of the derivatives.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives falls within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.

The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and

THE MACERICH COMPANY

2 unchanged sentences

Derivative Instruments and Hedging Activities:

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.

The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swap.

As a result, the Company determined that its interest rate cap and swap valuations in their entirety are classified in Level 2 of the fair value hierarchy.

has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps.

As a result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2 of the fair value hierarchy.

Property, net:

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(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.

(2) Includes impairment loss of $ 5,471 relating to the Company's investment in MS Portfolio LLC (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 5,140 on Towne Mall during the year ended December 31, 2022.

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) and 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 amounts for the years ended December 31, 2022, 2021 and 2020 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

2021 $ 4,720 $ — $ 4,720 $ —

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.

2020 $ 151,875 $ — $ 151,875 $ —

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

The fair value (Level 3 measurement) related to the 2022 impairment was based upon an income approach, using an estimated terminal capitalization rate, discount rate, and in-place contractual rent and other income.

The fair value is sensitive to these significant unobservable inputs.

Tenant and Other Receivables, net:

26 unchanged sentences

In addition, the Company has five finance leases that expire at various times through 2024.

The following table summarizes the lease costs for the year ended December 31, 2021:

The following table summarizes the lease costs for the years ended December 31, 2022, 2021 and 2020:

2022 2021 2020

Operating lease costs $ 15,133 $ 14,611 $ 15,332

2 unchanged sentences

Interest on lease liabilities 499 574 546

$ 17,562 $ 17,102 $ 17,783

The following table summarizes the future rental payments required under the leases as of December 31, 2022:

4 unchanged sentences

2025 11,746 1,400

2026 11,864 —

2027 12,035 —

Thereafter 109,158 —

76 unchanged sentences

Towne Mall(13) 18,886 19,320 4.48 % 69 2022

Tucson La Encantada(12) — 62,018 4.23 % — —

Victor Valley, Mall of 114,908 114,850 4.00 % 380 2024

13 unchanged sentences

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

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

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

On July 1, 2022, the Company further extended the loan maturity to July 1, 2023.

The interest rate remained unchanged at 5.5 %, and the Company repaid $ 10,000 of the outstanding loan balance at closing.

(7) On August 26, 2022 and November 28, 2022, the Company repaid $ 83,058 and $ 7,117 , respectively, of the outstanding loan balance to satisfy certain loan conditions.

On January 20, 2023, the Company repaid $ 26,107 of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.

The interest rate is SOFR plus 3.60 %.

(8) 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.

On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears a fixed interest rate of 5.90 % and matures on January 6, 2028.

THE MACERICH COMPANY

4 unchanged sentences

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 %.

On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears a fixed interest rate of 5.90 % and matures on January 6, 2028.

(10) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25 %.

The Company repaid $ 5,000 of the outstanding loan balance at closing.

(11) On April 29, 2022, the Company closed on a new $ 72,000 loan with a fixed rate of 5.29 % that matures on May 6, 2032.

(12) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options.

The interest rate remained unchanged at LIBOR plus 1.48 %, to be converted to SOFR plus 1.59 %.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0 % during the period ending December 9, 2023.

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

(13) The Company did not repay the loan on its maturity date, and has begun the process of transferring control of this asset to a loan receiver.

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

As of December 31, 2022, all of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.

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 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.

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, with the exception of Towne Mall as noted above.

Total interest expense capitalized during the years ended December 31, 2022, 2021 and 2020 was $ 10,471 , $ 9,504 and $ 5,247 , respectively.

7 unchanged sentences

The future maturities reflected above reflect the extension options that the Company believes will be exercised.

Bank and Other Notes Payable:

Bank and other notes payable at December 31, 2021 and 2020 consist of the following:

Line of Credit:

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:

available under the revolving loan facility.

Bank and other notes payable at December 31, 2022 and 2021 consist of the following:

Line of Credit:

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 credit 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 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 %.

All obligations under the credit 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 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, 2022 and 2021, the borrowing rate was LIBOR plus 2.25 %.

As of December 31, 2022 and 2021, borrowings under the revolving loan facility were $ 171,000 and $ 119,000 , respectively, less unamortized deferred finance costs of $ 7,883 and $ 14,189 , respectively, at a total interest rate of 8.08 % and 3.86 %, respectively.

As of December 31, 2022, the Company's availability under the revolving loan facility for additional borrowings was $ 353,787 .

1 unchanged sentence

The estimated fair value (Level 2 measurement) of borrowings under the credit facility at December 31, 2022 was $ 170,898 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 %.

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, 2022 and 2021, the Company was in compliance with all applicable financial loan covenants.

3 unchanged sentences

The Company, however, is not obligated to repurchase the assets.

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.

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.

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:

The Company accounts for its investment in Chandler Freehold as a 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 (loss) and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.

During the years ended December 31, 2022, 2021 and 2020 the Company incurred interest expense (income) in connection with the financing arrangement as follows:

2022 2021 2020

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

Distributions of the partner's share of net income (loss) $ 1,833 $ ( 2,763 ) $ 1,144

Distributions in excess of the partner's share of net income 8,669 14,435 3,097

3 unchanged sentences

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.

Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest (income) expense in the Company's consolidated statements of operations.

On June 27, 2019, the Company replaced the existing mortgage note payable on Chandler Fashion Center with a new $ 256,000 loan (See Note 10—Mortgage Notes Payable).

In connection with the refinancing transaction, the Company distributed $ 27,945 of the excess loan proceeds to its joint venture partner, which was recorded as a reduction to the financing arrangement obligation.

Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest expense (income) in the Company's consolidated statements of operations.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Noncontrolling Interests:

2 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 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 Company had a 96 % ownership interest in the Operating Partnership as of December 31, 2022 and 2021.

The remaining 4 % limited partnership interest as of December 31, 2022 and 2021 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:

13 unchanged sentences

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 MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Stockholders' Equity:

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).

8 unchanged sentences

There were no repurchases under the Stock Buyback Program during the years ended December 31, 2022, 2021 and 2020.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

12 unchanged sentences

Other acquired assets, including cash, and assumed liabilities were recorded at cost due to the short-term nature of the balances.

The following is a summary of the allocation of the fair value of Fashion District Philadelphia:

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

The following is a summary of the allocation of the fair value of Fashion District Philadelphia upon its consolidation on December 10, 2020:

Property $ 331,514

13 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.

12 unchanged sentences

Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements.

The following is a summary of the allocation of the fair value of Sears South Plains:

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Consolidated Joint Venture and Acquisitions:

The following is a summary of the allocation of the fair value of Sears South Plains upon its consolidation on December 31, 2020:

Building and improvements 11,130

Fair value of acquired net assets (at 100 % ownership)

Sears Deptford Mall and Vintage Faire Mall:

On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in the MS Portfolio LLC joint venture that it did not previously own for a total purchase price of $ 24,544 .

Effective as of August 2, 2022, the Company now owns and has consolidated its 100 % interest in these two former Sears parcels in its consolidated financial statements.

The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford Mall and Vintage Faire Mall upon their consolidation on August 2, 2022:

Building and improvements 32,934

Deferred charges 8,075

Other assets (above-market leases) 2,664

Other accrued liabilities (below-market lease) ( 2,541 )

Fair value of acquired net assets (at 100 % ownership)

Dispositions:

4 unchanged sentences

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 .

For the twelve months ended December 31, 2022, 2021 and 2020, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 22,357 , $ 29,427 and $ 8,593 , respectively.

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

3 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

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

At December 31, 2022, the Company had $ 3,164 in outstanding obligations, which it believes will be settled in the next twelve months.

THE MACERICH COMPANY

1 unchanged sentence

(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.

Related Party Transactions:

6 unchanged sentences

$ 26,236 $ 23,830 $ 22,248

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 (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.

Interest income earned on this note was $ 0 , $ 0 and $ 141 for the years ended December 31, 2021, 2020 and 2019, respectively.

On October 7, 2019, the note was collected in full.

RED was considered a related party because it was a partner in a joint venture development project.

The note was collateralized by RED's membership interest in the development project.

Also included in due from affiliates was a note receivable from Lennar Corporation that bore interest at LIBOR plus 2 % and was to mature upon the completion of certain milestones in connection with the planned development of Fashion Outlets of San Francisco.

As a result of those milestones not being completed, the Company elected to terminate the development agreement and the note was collected in full on February 13, 2019.

Interest income earned on this note was $ 0 , $ 0 and $ 1,112 for the years ended December 31, 2021, 2020 and 2019, respectively.

Lennar Corporation was considered a related party because it was a joint venture partner in the project.

Interest expense (income) from related party transactions also includes $ 34,735 , $( 3,718 ) and $( 135,281 ) for the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).

Due from (to) affiliates includes $ 3,299 and $( 327 ) of unreimbursed (prepaid) costs and fees due from (to) unconsolidated joint ventures under management agreements at December 31, 2022 and 2021, respectively.

Share and Unit-based Plans:

9 unchanged sentences

As of December 31, 2022, there were 4,150,526 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 295,054 $ 14.58 266,505 $ 19.05 309,845 $ 21.47

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

Long-Term Incentive Plan Units:

Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership.

Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units").

Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one -unit for one -share basis.

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

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

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

The market-indexed LTI 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 share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period.

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

The fair value of the service-based LTI 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 LTI Units and performance-based LTI 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.

2 unchanged sentences

The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The Company has granted the following LTIP units during the years ended December 31, 2021, 2020 and 2019:

Grant Date Units Type Fair Value per LTIP Unit Vest Date

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

1/1/2019 250,852 Market-indexed $ 29.25 12/31/2021

The Company has granted the following LTI units during the years ended December 31, 2022, 2021 and 2020:

Grant Date Units Type Fair Value per LTI Unit Vest Date

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

3 unchanged sentences

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

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

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

1/1/2022 376,153 Service-based $ 17.28 12/31/2024

1/1/2022 716,545 Performance-based $ 15.77 12/31/2024

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:

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The fair value of the market-indexed LTI Units and performance-based LTI 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

3 unchanged sentences

1/1/2022 0.97 % 70.83 %

1/1/2021 0.17 % 62.82 %

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The following table summarizes the activity of the non-vested LTIP Units during the years ended December 31, 2021, 2020 and 2019:

The following table summarizes the activity of the non-vested LTI Units during the years ended December 31, 2022, 2021 and 2020:

2022 2021 2020

8 unchanged sentences

Stock Options:

On May 30, 2017, the Company granted 25,000 non-qualified stock options with a grant date fair value of $ 10.02 that vested on May 30, 2019.

The Company measured the value of each option awarded using the Black-Scholes Option Pricing Model based upon the following assumptions:

volatility of 30.19 %, dividend yield of 4.93 %, risk free rate of 2.08 %, current value of $ 57.55 and an expected term of 8 years.

The following table summarizes the activity of stock options for the years ended December 31, 2022, 2021 and 2020:

5 unchanged sentences

Granted(1) — — — — 1,950 —

Forfeited ( 11,144 ) $ 53.82 — — — —

Balance at end of year 26,371 $ 54.56 37,515 $ 54.34 37,515 $ 54.34

(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–Stockholders' Equity).

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

Directors' Phantom Stock Plan:

8 unchanged sentences

As of December 31, 2022, there were 31,088 stock units available for grant under the Directors' Phantom Stock Plan.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2022, 2021 and 2020:

6 unchanged sentences

Vested ( 27,381 ) 14.55 ( 22,216 ) 16.97 ( 27,130 ) 20.94

Forfeited — — — — — —

Balance at end of year 34,039 $ 14.19 — $ — 4,662 $ 35.35

8 unchanged sentences

Stock units $ 3,110 $ 3,173 $ 4,159

LTIP units 14,448 13,339 11,372

Stock options — — 51

LTI units 18,611 14,448 13,339

Phantom stock units 398 377 568

$ 22,119 $ 17,998 $ 18,066

The Company capitalized share and unit-based compensation costs of $ 3,725 , $ 4,223 and $ 4,691 for the years ended December 31, 2021, 2020 and 2019, respectively.

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, 2021 consisted of $ 4,610 from LTIP Units and $ 1,533 from stock units.

THE MACERICH COMPANY

1 unchanged sentence

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The Company capitalized share and unit-based compensation costs of $ 4,481 , $ 3,725 and $ 4,223 for the years ended December 31, 2022, 2021 and 2020, respectively.

The fair value of the stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $ 2,349 , $ 3,408 and $ 1,376 , respectively.

Unrecognized compensation costs of share and unit-based plans at December 31, 2022 consisted of $ 3,798 from LTI Units and $ 1,231 from stock units.

Employee Benefit Plans:

19 unchanged sentences

_______________________________________________________________________________

(1) The 2021, 2020 and 2019 taxable ordinary dividends are treated as "qualified REIT dividends" for purposes of Internal Revenue Code Section 199A.

(1) 54.5 % of the 2022 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and 45.5 % of the 2022 ordinary income is treated as "qualified dividend income" for purposes of Section 1(h)(11) of the Code.

(2) The 2021 and 2020 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code.

The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries.

The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

The income tax provision of the TRSs for the years ended December 31, 2022, 2021 and 2020 are as follows:

3 unchanged sentences

Income tax (expense) benefit $ ( 705 ) $ ( 6,948 ) $ 447

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

The income tax provision of the TRSs for the years ended December 31, 2022, 2021 and 2020 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

63 unchanged sentences

SanTan Village Regional Center 7,827 — — 224,123 5,921 224,114 1,907 8 231,950 123,986 107,964

Sears South Plains 8,170 11,130 — 1,057 — — — 20,357 20,357 — 20,357

SouthPark Mall 7,035 38,215 — ( 10,076 ) 2,763 31,949 462 — 35,174 18,414 16,760

6 unchanged sentences

Towne Mall 6,652 31,184 — ( 251 ) 5,366 32,009 210 — 37,585 19,618 17,967

Valley Mall 16,045 26,098 — 11,926 13,805 39,989 275 — 54,069 18,387 35,682

See accompanying report of independent registered public accounting firm.

13 unchanged sentences

Depreciation Total Cost

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

Valley River Center 24,854 147,715 — 37,305 24,854 182,851 2,085 84 209,874 85,686 124,188

49 unchanged sentences

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).

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 January 26, 2023).

Description of the Company's Securities

16 unchanged sentences

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).

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

Fourteenth Amendment to Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 14, 2021 (incorporated by reference as an exhibit to the Company's 2021 Form 10-K).

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).

7 unchanged sentences

* Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).

* Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 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).

* Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2023).

* 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).

21 unchanged sentences

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 ).

First Amendment to Credit Agreement , dated as of July 27, 2021, 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 June 30, 2021).

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).

2 unchanged sentences

* 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).

* Form of Restricted Stock Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).

* Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2014 Form 10-K).

* Form of Employee Stock Option Agreement under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).

* Form of Non-Qualified Stock Option Grant under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).

* Form of Restricted Stock Award Agreement for Non-Management Directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).

* Form of Stock Unit Award Agreement under 2003 Equity Incentive Plan for Non-Employee Directors (incorporated by reference as an exhibit to the Company's 2015 Form 10-K).

* Form of Stock Appreciation Right under 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).

* 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 ( 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 ).

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).

3 unchanged sentences

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.

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

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

9 unchanged sentences

101.SCH Inline XBRL Taxonomy Extension Schema Document

Exhibit Number Description

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

25 unchanged sentences

HASH Chairman of Board of Directors February 24, 2023

/s/ ENRIQUE HERNANDEZ, JR.

Director February 24, 2023

Enrique Hernandez, Jr.

/s/ DANIEL J.

1 unchanged sentence

February 24, 2023

LAING Director

/s/ MARIANNE LOWENTHAL Director

February 24, 2023

Marianne Lowenthal

/s/ STEVEN L.

7 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