MACERICH CO 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding Effectiveness of Disclosure Controls and Procedures 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, 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 56 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 The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). The Company's management concluded that, as of December 31, 2022, its internal control over financial reporting was effective based on this assessment. KPMG LLP, the independent registered public accounting firm that audited the Company's 2022 consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the Company's internal control over financial reporting which follows below. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 57 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of The Macerich Company: Opinion on Internal Control Over Financial Reporting We have audited The Macerich Company and subsidiaries’ (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Los Angeles, California February 24, 2023 58 ITEM 9B. OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable PART III ITEM 10. 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. The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and employees. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. In addition, the Company has adopted a Code of Ethics for CEO and Senior Financial Officers which supplements the Code of Business Conduct and Ethics applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission for those officers. To the extent required by applicable rules of the Securities and Exchange Commission and the New York Stock Exchange, the Company intends to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on the Company’s website at www.macerich.com under "Investors—Corporate Governance—Code of Ethics." Each of these Codes of Conduct is available on the Company’s website at www.macerich.com under "Investors—Corporate Governance." During 2022, there were no material changes to the procedures described in the Company's proxy statement relating to the 2022 Annual Meeting of Stockholders by which stockholders may recommend director nominees to the Company. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 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. 59 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Page (a) and (c) 1 Financial Statements Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, CA, PCAOB Auditor Firm ID: 185 ) 61 Consolidated balance sheets as of December 31, 2022 and 2021 63 Consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 64 Consolidated statements of comprehensive (loss) income for the years ended December 31, 2022, 2021 and 2020 65 Consolidated statements of equity for the years ended December 31, 2022, 2021 and 2020 66 Consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020 69 Notes to consolidated financial statements 71 2 Financial Statement Schedule Schedule III—Real estate and accumulated depreciation 102 (b) Exhibit Index 105 ITEM 16. FORM 10-K SUMMARY Not applicable. 60 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of The Macerich Company: Opinion on 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. generally accepted accounting principles. 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, 2022, 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 24, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Assessment of the Company’s evaluation of the expected holding period for operating properties As discussed in Notes 2 and 6 to the consolidated financial statements, the Company assesses whether an indicator of impairment in the carrying value of its properties exists by considering property operating performance, holding periods, capitalization rates, and other market factors. Property, net as of December 31, 2022 was $6,128 million, or 76% of total assets. We identified the assessment of the Company’s evaluation of the expected holding period for operating properties as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate its expected holding period. A shortening of the expected holding period could indicate a potential impairment. 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 property impairment process, including controls over the Company’s evaluation of the expected holding period. We evaluated the relevant events or 61 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 • reading external communications with investors and analysts • analyzing documents prepared by the Company regarding proposed real estate transactions • considering properties with current encumbrances that are set to mature within one year. Evaluation of the fair value of the Chandler Freehold financing arrangement obligation As discussed in Notes 2 and 12 to the consolidated financial statements, the Company reports the Chandler Freehold consolidated joint venture as a financing arrangement with the related deferred gain recorded as a liability at fair value. The fair value of the financing arrangement obligation is determined primarily based upon the fair value of the underlying shopping centers, Chandler Fashion Center and Freehold Raceway Mall, owned by the Chandler Freehold consolidated joint venture. The fair value of the shopping centers is estimated using a discounted cash flow model. 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 $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. A high degree of subjectivity was required in evaluating the discounted cash flow model used to fair value the shopping centers. Specifically, the model was sensitive to reasonably possible changes to significant assumptions, which have a significant effect on the determination of fair value of the financing arrangement obligation. The significant assumptions include market rental rates, discount rates, and terminal capitalization rates. 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 financing arrangement obligation 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2010 Los Angeles, California February 24, 2023 62 THE MACERICH COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) December 31, 2022 2021 ASSETS: Property, net $ 6,127,790 $ 6,284,206 Cash and cash equivalents 100,320 112,454 Restricted cash 80,819 54,517 Tenant and other receivables, net 183,593 211,361 Right-of-use assets, net 126,606 110,638 Deferred charges and other assets, net 247,424 254,908 Due from affiliates 3,299 — Investments in unconsolidated joint ventures 1,224,288 1,317,571 Total assets $ 8,094,139 $ 8,345,655 LIABILITIES AND EQUITY: Mortgage notes payable $ 4,240,596 $ 4,423,554 Bank and other notes payable 163,117 104,811 Accounts payable and accrued expenses 63,107 59,228 Due to affiliates — 327 Lease liabilities 94,911 80,711 Other accrued liabilities 318,745 254,279 Distributions in excess of investments in unconsolidated joint ventures 121,093 127,608 Financing arrangement obligation 143,221 118,988 Total liabilities 5,144,790 5,169,506 Commitments and contingencies Equity: Stockholders' equity: 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 2,151 2,147 Additional paid-in capital 5,506,084 5,488,440 Accumulated deficit ( 2,643,094 ) ( 2,443,696 ) Accumulated other comprehensive income (loss) 632 ( 24 ) Total stockholders' equity 2,865,773 3,046,867 Noncontrolling interests 83,576 129,282 Total equity 2,949,349 3,176,149 Total liabilities and equity $ 8,094,139 $ 8,345,655 The accompanying notes are an integral part of these consolidated financial statements. 63 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) For The Years Ended December 31, 2022 2021 2020 Revenues: Leasing revenue $ 800,548 $ 787,547 $ 740,323 Other 30,104 33,867 22,242 Management Companies 28,512 26,023 23,461 Total revenues 859,164 847,437 786,026 Expenses: Shopping center and operating expenses 289,884 295,016 257,212 Leasing expense 32,670 24,838 25,191 Management Companies' operating expenses 67,799 61,030 65,576 REIT general and administrative expenses 27,164 30,056 30,339 Depreciation and amortization 291,612 311,129 319,619 709,129 722,069 697,937 Interest expense (income): Related parties 34,735 ( 3,718 ) ( 135,281 ) Other 182,116 196,397 210,831 216,851 192,679 75,550 Loss on extinguishment of debt — 1,007 — Total expenses 925,980 915,755 773,487 Equity in (loss) income of unconsolidated joint ventures ( 5,256 ) 15,689 ( 27,038 ) Income tax (expense) benefit ( 705 ) ( 6,948 ) 447 Loss on remeasurement of assets — — ( 163,298 ) Gain (loss) on sale or write down of assets, net 7,698 75,740 ( 68,112 ) Net (loss) income ( 65,079 ) 16,163 ( 245,462 ) Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 ) Net (loss) income attributable to the Company $ ( 66,068 ) $ 14,263 $ ( 230,203 ) Earnings per common share attributable to common stockholders: Basic $ ( 0.31 ) $ 0.07 $ ( 1.58 ) Diluted $ ( 0.31 ) $ 0.07 $ ( 1.58 ) Weighted average number of common shares outstanding: Basic 215,031,000 198,070,000 146,232,000 Diluted 215,031,000 198,070,000 146,232,000 The accompanying notes are an integral part of these consolidated financial statements. 64 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Dollars in thousands) For The Years Ended December 31, 2022 2021 2020 Net (loss) income $ ( 65,079 ) $ 16,163 $ ( 245,462 ) Other comprehensive income: Interest rate cap/swap agreements 656 8,184 843 Comprehensive (loss) income ( 64,423 ) 24,347 ( 244,619 ) Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 ) 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. 65 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity 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 loss — — — ( 230,203 ) — ( 230,203 ) ( 15,259 ) ( 245,462 ) Interest rate cap/swap agreements — — — — 843 843 — 843 Amortization of share and unit-based plans 151,468 1 18,065 — — 18,066 — 18,066 Employee stock purchases 265,386 3 1,528 — — 1,531 — 1,531 Distributions declared ($ 1.55 ) per share — — — ( 165,404 ) — ( 165,404 ) — ( 165,404 ) Stock dividend 7,759,280 78 ( 78 ) — — — — — Distributions to noncontrolling interests — — — — — — ( 14,458 ) ( 14,458 ) Contributions from noncontrolling interests — — — — — — 19,203 19,203 Conversion of noncontrolling interests to common shares 186,791 2 12,084 — — 12,086 ( 12,086 ) — Redemption of noncontrolling interests — — 25 — — 25 ( 54 ) ( 29 ) Adjustment of noncontrolling interests in Operating Partnership — — ( 12,157 ) — — ( 12,157 ) 12,157 — 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 The accompanying notes are an integral part of these consolidated financial statements. 66 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity 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 income — — — 14,263 — 14,263 1,900 16,163 Interest rate cap/swap agreements — — — — 8,184 8,184 — 8,184 Amortization of share and unit-based plans 248,264 2 17,996 — — 17,998 — 17,998 Employee stock purchases 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 ) Distributions to noncontrolling interests — — — — — — ( 25,107 ) ( 25,107 ) Contributions from noncontrolling interests — — — — — — 580 580 Conversion of noncontrolling interests to common shares 2,585,896 26 48,781 — — 48,807 ( 48,807 ) — Redemption of noncontrolling interests — — ( 17 ) — — ( 17 ) ( 161 ) ( 178 ) Adjustment of noncontrolling interests in Operating Partnership — — ( 12,666 ) — — ( 12,666 ) 12,666 — 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 The accompanying notes are an integral part of these consolidated financial statements. 67 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity 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 (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 ) Interest rate cap/swap agreements — — — — 656 656 — 656 Amortization of share and unit-based plans 218,771 2 22,117 — — 22,119 — 22,119 Employee stock purchases 179,723 2 1,739 — — 1,741 — 1,741 Stock offerings, net — — ( 183 ) — ( 183 ) — ( 183 ) Distributions declared ($ 0.62 ) per share — — — ( 133,330 ) — ( 133,330 ) — ( 133,330 ) Distributions to noncontrolling interests — — — — — — ( 52,998 ) ( 52,998 ) Contributions from noncontrolling interests — — — — — — 602 602 Conversion of noncontrolling interests to common shares 45,578 — 2,700 — — 2,700 ( 2,700 ) — Redemption of noncontrolling interests — — 177 — — 177 ( 505 ) ( 328 ) Adjustment of noncontrolling interests in Operating Partnership — — ( 8,906 ) — — ( 8,906 ) 8,906 — Balance at December 31, 2022 215,241,129 $ 2,151 $ 5,506,084 $ ( 2,643,094 ) $ 632 $ 2,865,773 $ 83,576 $ 2,949,349 The accompanying notes are an integral part of these consolidated financial statements. 68 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) For the Years Ended December 31, 2022 2021 2020 Cash flows from 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 — Loss on remeasurement of assets — — 163,298 (Gain) loss on sale or write down of assets, net ( 7,698 ) ( 75,740 ) 68,112 Depreciation and amortization 302,480 324,403 326,058 Amortization of net premium on mortgage notes payable — — ( 773 ) Amortization of share and unit-based plans 17,638 14,273 13,843 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 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 ) Distributions of income from unconsolidated joint ventures 1,532 48 — Changes in assets and liabilities, net of acquisitions and dispositions: Tenant and other receivables 6,610 62,421 ( 105,947 ) Other assets ( 13,246 ) 14,876 810 Due (from) to affiliates ( 3,626 ) 1,939 3,385 Accounts payable and accrued expenses ( 382 ) ( 6,746 ) 15,479 Other accrued liabilities 71,014 ( 28,064 ) ( 21,578 ) Net cash provided by operating activities 337,510 286,368 124,837 Cash flows from investing activities: Acquisition of property ( 24,544 ) — — Development, redevelopment, expansion and renovation of properties ( 42,153 ) ( 77,686 ) ( 45,161 ) Property improvements ( 52,640 ) ( 30,521 ) ( 23,143 ) Proceeds from collection of notes receivable — 1,300 — Deferred leasing costs ( 3,111 ) ( 2,720 ) ( 3,212 ) Distributions from unconsolidated joint ventures 131,306 93,927 78,427 Contributions to unconsolidated joint ventures ( 81,718 ) ( 86,846 ) ( 132,466 ) Cash and restricted cash acquired from acquisition of previously unconsolidated joint venture — — 5,811 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 (used in) provided by investing activities ( 1,402 ) 234,968 ( 202,848 ) The accompanying notes are an integral part of these consolidated financial statements. 69 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) For the Years Ended December 31, 2022 2021 2020 Cash flows from financing activities: Proceeds from mortgages, bank and other notes payable 205,000 520,000 660,000 Payments on mortgages, bank and other notes payable ( 334,075 ) ( 2,020,395 ) ( 33,972 ) Deferred financing costs ( 6,446 ) ( 22,872 ) ( 4,320 ) Proceeds from finance lease — — 4,115 Payments on finance leases ( 1,923 ) ( 1,849 ) ( 1,534 ) Proceeds from share and unit-based plans 1,741 1,348 1,531 (Costs) proceeds from stock offerings, net ( 183 ) 830,241 — Redemption of noncontrolling interests ( 328 ) ( 178 ) ( 29 ) Contributions from noncontrolling interests 602 128 525 Dividends and distributions ( 186,328 ) ( 143,447 ) ( 179,862 ) Net cash (used in) provided by financing activities ( 321,940 ) ( 837,024 ) 446,454 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 Cash and cash equivalents and restricted cash at end of year $ 181,139 $ 166,971 $ 482,659 Supplemental cash flow information: Cash payments for interest, net of amounts capitalized $ 180,321 $ 204,221 $ 199,147 Non-cash investing and financing activities: Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities $ 35,334 $ 18,279 $ 29,376 Conversion of Operating Partnership Units to common stock $ 2,700 $ 48,807 $ 12,086 Receivable in connection with sale of joint venture property $ — $ 21,000 $ — Lease liabilities recorded in connection with right-of-use assets $ — $ — $ — Assets acquired from previously unconsolidated joint venture $ 23,554 $ — $ 395,844 Liabilities assumed from previously unconsolidated joint venture $ — $ — $ 263,393 Property distribution from unconsolidated joint venture $ — $ — $ 19,300 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 1. Organization: The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers (the "Centers") located throughout the United States. The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of December 31, 2022, the Company was the sole general partner of and held a 96 % ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are owned by the Company and are collectively referred to herein as the "Management Companies." 2. Summary of Significant Accounting Policies: Basis of Presentation: These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. 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 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. 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 Center. The Operating Partnership's VIEs included the following assets and liabilities: December 31, 2022 2021 Assets: Property, net $ 452,559 $ 458,964 Other assets 93,102 83,685 Total assets $ 545,661 $ 542,649 Liabilities: Mortgage notes payable $ 323,841 $ 413,925 Other liabilities 135,340 56,947 Total liabilities $ 459,181 $ 470,872 All intercompany accounts and transactions have been eliminated in the consolidated financial statements. 71 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Basis of Presentation: (Continued) 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: 2022 2021 2020 Beginning of period Cash and cash equivalents $ 112,454 $ 465,297 $ 100,005 Restricted cash 54,517 17,362 14,211 Cash and cash equivalents and restricted cash $ 166,971 $ 482,659 $ 114,216 End of period Cash and cash equivalents $ 100,320 $ 112,454 $ 465,297 Restricted cash 80,819 54,517 17,362 Cash and cash equivalents and restricted cash $ 181,139 $ 166,971 $ 482,659 COVID-19 Pandemic: 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. 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 eliminated across the Company’s markets. COVID-19 Lease Accounting: 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. 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, 2022, 2021 and 2020. Cash and Cash Equivalents and Restricted Cash: The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under loan and other agreements. 72 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Revenues: Leasing revenue includes minimum rents, percentage rents, tenant recoveries and other leasing income. 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 (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. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5 % to 4 % of the gross monthly rental revenue of the properties managed. Property: Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings. Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 5 - 40 years Tenant improvements 5 - 7 years Equipment and furnishings 5 - 7 years Capitalization of Costs: The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete. 73 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) 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 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. Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate. The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes charges for depreciation and amortization. Acquisitions: Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition. For both business combinations and asset acquisitions, the Company allocates the purchase price of properties to acquired tangible assets and intangible assets and liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase price using a relative fair value method allocating all accumulated costs. For business combinations, the Company expenses transaction costs incurred and allocates purchase price based on the estimated fair value of each separately identified asset and liability. The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases is recorded in deferred charges and other assets and amortized over the remaining lease terms plus any below-market fixed rate renewal options. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space. Remeasurement gains and losses are recognized when the Company becomes the primary beneficiary of an existing equity method investment that is a VIE to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment, and remeasurement losses to the extent the carrying value of the investment exceeds the fair value. The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate and market rents. 74 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Deferred Charges: 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. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. The range of the terms of the agreements is as follows: Deferred leasing costs 1 - 15 years Deferred financing costs 1 - 15 years Accounting for Impairment: The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. The Company generally holds and operates its properties long-term, which decreases the likelihood of their carrying values not being recoverable. A shortened holding period increases the risk that the carrying value of a long-lived asset is not recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell. The Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary. The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other-than-temporary. Share and Unit-based Compensation Plans: The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. Derivative Instruments and Hedging Activities: The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense. If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations. 75 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Income Taxes: The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is management's current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any. Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. Segment Information: The Company currently operates in one business segment, the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States. Fair Value of Financial Instruments: The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made. The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on 76 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) an expectation of future interest rates derived from observable market interest rate curves and 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. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. The Company records its financing arrangement obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations. The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including the discount rate, terminal capitalization rate and market rents. 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. Concentration of Risk: The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. 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, 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: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements: 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. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for the Company as of March 12, 2020 through December 31, 2022. 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 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. 77 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 3. Earnings Per Share ("EPS"): The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands): 2022 2021 2020 Numerator Net (loss) income $ ( 65,079 ) $ 16,163 $ ( 245,462 ) Less: net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 ) 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 (loss) income attributable to common stockholders $ ( 66,924 ) $ 13,410 $ ( 231,251 ) Denominator Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 215,031 198,070 146,232 EPS—net (loss) income attributable to common stockholders: Basic and diluted $ ( 0.31 ) $ 0.07 $ ( 1.58 ) ____________________________________ (1) Diluted EPS excludes 99,565 , 101,948 and 97,926 convertible preferred units for the years ended December 31, 2022, 2021 and 2020, respectively, as their impact was antidilutive. Diluted EPS excludes 8,646,182 , 9,920,654 and 10,688,179 Operating Partnership units ("OP Units") for the years ended December 31, 2022, 2021 and 2020, respectively, as their effect was antidilutive. 78 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: 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: Joint Venture Ownership %(1) AM Tysons LLC 50.0 % Biltmore Shopping Center Partners LLC 50.0 % Corte Madera Village, LLC 50.1 % Country Club Plaza KC Partners LLC 50.0 % HPP-MAC WSP, LLC—One Westside 25.0 % Kierland Commons Investment LLC 50.0 % Macerich HHF Broadway Plaza LLC—Broadway Plaza 50.0 % Macerich HHF Centers LLC—Various Properties 51.0 % MS Portfolio LLC 50.0 % New River Associates LLC—Arrowhead Towne Center 60.0 % 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 % TM TRS Holding Company LLC 50.0 % Tysons Corner LLC 50.0 % Tysons Corner Hotel I LLC 50.0 % Tysons Corner Property Holdings II LLC 50.0 % Tysons Corner Property LLC 50.0 % West Acres Development, LLP 19.0 % WMAP, L.L.C.—Atlas Park, The Shops at 50.0 % _______________________________________________________________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. 79 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) 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 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. 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 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 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. As a result of the substantive participation rights of the Company’s joint venture partner being terminated in the amended agreement, the Company determined that the joint venture is a VIE and the Company is the primary beneficiary. Effective December 10, 2020, the Company has consolidated the results of the joint venture into the consolidated financial statements of the Company (See Note 15–Consolidated Joint Venture and Acquisitions). On December 29, 2020, the Company’s joint venture in FlatIron Crossing closed on a one-year maturity date extension for the existing loan to January 5, 2022. The interest rate increased from 3.85 % to 4.10 %, and the Company’s joint venture repaid $ 15,000 , $ 7,650 at the Company's pro rata share, of the outstanding loan balance at closing. On December 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement. The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to the joint venture partner. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100 % of the former Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements (See Note 15 – Consolidated Joint Venture and Acquisitions). 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 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. 80 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) 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. Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31: 2022 2021 Assets(1): Property, net $ 8,156,632 $ 8,289,412 Other assets 664,036 750,629 Total assets $ 8,820,668 $ 9,040,041 Liabilities and partners' capital(1): Mortgage and other notes payable $ 5,491,250 $ 5,686,500 Other liabilities 451,511 325,115 Company's capital 1,528,348 1,638,112 Outside partners' capital 1,349,559 1,390,314 Total liabilities and partners' capital $ 8,820,668 $ 9,040,041 Investment in unconsolidated joint ventures: Company's capital $ 1,528,348 $ 1,638,112 Basis adjustment(2) ( 425,153 ) ( 448,149 ) $ 1,103,195 $ 1,189,963 Assets—Investments in unconsolidated joint ventures 1,224,288 $ 1,317,571 Liabilities—Distributions in excess of investments in unconsolidated joint ventures ( 121,093 ) ( 127,608 ) $ 1,103,195 $ 1,189,963 _______________________________________________________________________________ (1) These amounts include the assets of $ 2,690,651 and $ 2,789,568 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2022 and 2021, respectively, and liabilities of $ 1,611,661 and $ 1,661,110 of the PPR Portfolio as of December 31, 2022 and 2021, respectively. (2) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $ 9,371 , $ 10,276 and $ 13,168 for the years ended December 31, 2022, 2021 and 2020, respectively. 81 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Joint Ventures Total Year Ended December 31, 2022 Revenues: Leasing revenue $ 183,620 $ 668,523 $ 852,143 Other 739 19,967 20,706 Total revenues 184,359 688,490 872,849 Expenses: Shopping center and operating expenses 41,904 232,213 274,117 Leasing expense 1,684 4,880 6,564 Interest expense 65,957 148,443 214,400 Depreciation and amortization 95,990 258,008 353,998 Total operating expenses 205,535 643,544 849,079 Loss on sale of assets — ( 28,968 ) ( 28,968 ) Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 ) Company's equity in net loss $ ( 3,501 ) $ ( 1,755 ) $ ( 5,256 ) Year Ended December 31, 2021 Revenues: Leasing revenue 168,842 631,139 799,981 Other 62 57,083 57,145 Total revenues 168,904 688,222 857,126 Expenses: Shopping center and operating expenses 40,298 246,692 286,990 Leasing expense 1,286 4,392 5,678 Interest expense 63,072 147,545 210,617 Depreciation and amortization 97,494 253,561 351,055 Total operating expenses 202,150 652,190 854,340 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 82 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) PPR Portfolio Other Joint Ventures Total Year Ended December 31, 2020 Revenues: Leasing revenue $ 171,505 $ 633,357 $ 804,862 Other 614 18,439 19,053 Total revenues 172,119 651,796 823,915 Expenses: Shopping center and operating expenses 37,018 240,139 277,157 Leasing expense 1,325 4,173 5,498 Interest expense 64,460 151,857 216,317 Depreciation and amortization 102,788 285,948 388,736 Total operating expenses 205,591 682,117 887,708 (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. 5. Derivative Instruments and Hedging Activities: 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: Fair Value Property Designation Notional Amount Product LIBOR Rate Maturity December 31, 2022 December 31, 2021 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 83 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 5. Derivative Instruments and Hedging Activities: (Continued) 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. 6. Property, net: Property, net at December 31, 2022 and 2021 consists of the following: 2022 2021 Land $ 1,425,211 $ 1,441,858 Buildings and improvements 6,378,736 6,306,764 Tenant improvements 711,007 685,242 Equipment and furnishings(1) 186,767 191,266 Construction in progress 218,859 222,420 8,920,580 8,847,550 Less accumulated depreciation(1) ( 2,792,790 ) ( 2,563,344 ) $ 6,127,790 $ 6,284,206 (1) Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at December 31, 2022 and 2021 (See Note 8—Leases). Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 271,494 , $ 282,158 and $ 287,925 , respectively. The gain (loss) on sale or write down of assets, net for the years ended December 31, 2022, 2021 and 2020 consist of the following: 2022 2021 2020 Property sales(1) $ 386 $ 113,657 $ — Write-down of assets(2) ( 15,045 ) ( 67,344 ) ( 76,705 ) Land sales 22,357 29,427 8,593 $ 7,698 $ 75,740 $ ( 68,112 ) _______________________________________________________________________________ (1) Includes gains related to the sale of La Encantada and Paradise Valley Mall (See Note 16-Dispositions). (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. 84 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 6. Property, net: (Continued) The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of impairment charges recorded for the years ended December 31, 2022, 2021 and 2020 as described above: Years ended December 31, Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) 2022 $ 18,250 $ — $ — $ 18,250 2021 $ 4,720 $ — $ 4,720 $ — 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. 7. Tenant and Other Receivables, net: Included in tenant and other receivables, net is an allowance for doubtful accounts of $ 10,741 and $ 14,917 at December 31, 2022 and 2021, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $ 18,010 and $ 19,907 at December 31, 2022 and 2021, respectively, and a deferred rent receivable due to straight-line rent adjustments of $ 110,155 and $ 110,969 at December 31, 2022 and 2021, respectively. 8. Leases: Lessor Leases: The Company leases its Centers under agreements that are classified as operating leases. These leases generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in which collectability of substantially all of the rents is not considered probable, lease income is recognized on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are fully reserved in the period in which the lease income is determined not to be probable of collection. The following table summarizes the components of leasing revenue for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Leasing revenue - fixed payments $ 551,459 $ 529,227 $ 592,858 Leasing revenue - variable payments 248,433 251,930 191,715 Recovery of (provision for) doubtful accounts 656 6,390 ( 44,250 ) $ 800,548 $ 787,547 $ 740,323 85 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 8. Leases: (Continued) The following table summarizes the future rental payments to the Company: 2023 $ 416,775 2024 352,926 2025 282,439 2026 228,421 2027 172,400 Thereafter 537,759 $ 1,990,720 Lessee Leases: The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. In addition, the Company has five finance leases that expire at various times through 2024. 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 Finance lease costs: Amortization of ROU assets 1,930 1,917 1,905 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: Year ending Operating Leases Finance Leases 2023 $ 12,255 $ 2,450 2024 11,563 9,478 2025 11,746 1,400 2026 11,864 — 2027 12,035 — Thereafter 109,158 — Total undiscounted rental payments 168,621 13,328 Less imputed interest ( 86,315 ) ( 723 ) Total lease liabilities $ 82,306 $ 12,605 The Company's weighted average remaining lease term of its operating and finance leases at December 31, 2022 was 32.3 years and 1.7 years, respectively. The Company's weighted average incremental borrowing rate of its operating and finance leases at December 31, 2022 was 7.4 % and 3.7 %, respectively. 86 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 9. Deferred Charges and Other Assets, net: Deferred charges and other assets, net at December 31, 2022 and 2021 consist of the following: 2022 2021 Leasing $ 113,400 $ 134,887 Intangible assets: In-place lease values(1) 63,961 62,826 Leasing commissions and legal costs(1) 17,299 16,710 Above-market leases 71,304 72,289 Deferred tax assets 23,114 23,406 Deferred compensation plan assets 54,353 68,807 Other assets 66,188 46,319 409,619 425,244 Less accumulated amortization(2) ( 162,195 ) ( 170,336 ) $ 247,424 $ 254,908 _______________________________ (1) The amortization of these intangible assets for the next five years and thereafter is as follows: Year Ending December 31, 2023 $ 6,781 2024 5,003 2025 4,270 2026 4,151 2027 3,629 Thereafter 13,064 $ 36,898 (2) Accumulated amortization includes $ 44,362 and $ 43,978 relating to in-place lease values, leasing commissions and legal costs at December 31, 2022 and 2021, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $ 6,734 , $ 11,233 and $ 9,412 for the years ended December 31, 2022, 2021 and 2020, respectively. 87 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 9. Deferred Charges and Other Assets, net: (Continued) The allocated values of above-market leases and below-market leases consist of the following: 2022 2021 Above-Market Leases Original allocated value $ 71,304 $ 72,289 Less accumulated amortization ( 35,156 ) ( 32,484 ) $ 36,148 $ 39,805 Below-Market Leases(1) Original allocated value $ 97,026 $ 99,332 Less accumulated amortization ( 40,797 ) ( 37,122 ) $ 56,229 $ 62,210 _______________________________ (1) Below-market leases are included in other accrued liabilities. The allocated values of above and below-market leases will be amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The amortization of these values for the next five years and thereafter is as follows: Year Ending December 31, Above Market Below Market 2023 $ 6,054 $ 7,863 2024 5,543 7,746 2025 4,155 6,183 2026 3,963 4,856 2027 3,254 4,542 Thereafter 13,179 25,039 $ 36,148 $ 56,229 88 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 10. Mortgage Notes Payable: Mortgage notes payable at December 31, 2022 and 2021 consist of the following: Carrying Amounts of Mortgage Notes(1) Effective Interest Rate(2) Monthly Debt Service(3) Maturity Date(4) Property Pledged as Collateral 2022 2021 Chandler Fashion Center(5) $ 255,736 $ 255,548 4.18 % $ 875 2024 Danbury Fair Mall(6) 148,207 168,037 6.05 % 1,538 2023 Fashion District Philadelphia(7) 104,427 194,602 7.62 % 663 2024 Fashion Outlets of Chicago 299,354 299,274 4.61 % 1,145 2031 Fashion Outlets of Niagara Falls USA 90,514 95,329 6.45 % 727 2023 Freehold Raceway Mall(5) 398,878 398,711 3.94 % 1,300 2029 Fresno Fashion Fair 324,255 324,056 3.67 % 971 2026 Green Acres Commons(8) 125,256 124,875 7.14 % 717 2023 Green Acres Mall(9) 237,372 246,061 3.94 % 1,447 2023 Kings Plaza Shopping Center 536,442 535,928 3.71 % 1,629 2030 Oaks, The(10) 165,934 176,721 5.49 % 1,138 2024 Pacific View(11) 70,855 111,481 5.45 % 328 2032 Queens Center 600,000 600,000 3.49 % 1,744 2025 Santa Monica Place(12) 296,521 299,314 6.19 % 1,448 2025 SanTan Village Regional Center 219,414 219,323 4.34 % 788 2029 Towne Mall(13) 18,886 19,320 4.48 % 69 2022 Victor Valley, Mall of 114,908 114,850 4.00 % 380 2024 Vintage Faire Mall 233,637 240,124 3.55 % 1,256 2026 $ 4,240,596 $ 4,423,554 (1) The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $ 13,830 and $ 11,946 at December 31, 2022 and 2021, respectively. (2) The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs. (3) The monthly debt service represents the payment of principal and interest. (4) The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met. (5) A 49.9 % interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 12—Financing Arrangement). (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 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. 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. 89 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 10. Mortgage Notes Payable: (continued) (9) 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. 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. (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. 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. The estimated fair value (Level 2 measurement) of mortgage notes payable at December 31, 2022 and 2021 was $ 3,894,588 and $ 4,261,429 , respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt. The future maturities of mortgage notes payable are as follows: Year Ending December 31, 2023 $ 676,512 2024 601,311 2025 908,383 2026 538,780 2027 1,682 Thereafter 1,527,758 4,254,426 Deferred finance cost, net ( 13,830 ) $ 4,240,596 The future maturities reflected above reflect the extension options that the Company believes will be exercised. 90 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 11. Bank and Other Notes Payable: 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 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 . 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, 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. As of December 31, 2022 and 2021, the Company was in compliance with all applicable financial loan covenants. 12. 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 1,320,000 square foot regional town center in Chandler, Arizona, and Freehold Raceway Mall, a 1,549,000 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. The Company, however, is not obligated to repurchase the assets. 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 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 Adjustment to fair value of financing arrangement obligation 24,233 ( 15,390 ) ( 139,522 ) $ 34,735 $ ( 3,718 ) $ ( 135,281 ) The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2022 and 2021 was based upon a terminal capitalization rate of approximately 6.3 % and 5.8 %, respectively, a discount rate of approximately 7.8 % and 7.3 %, 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. 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. 91 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 13. Noncontrolling Interests: The Company allocates net income of the Operating Partnership based on the weighted-average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership periodically to reflect its ownership interest in the Company. 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. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $ 0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date. Accordingly, as of December 31, 2022 and 2021, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $ 103,023 and $ 147,259 , respectively. The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or shares of the Company's stock at the Company's option, and they are classified as permanent equity. Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock. 14. Stockholders' Equity: Stock Dividend: On June 3, 2020, the Company issued 7,759,280 common shares to its common stockholders in connection with the quarterly dividend of $ 0.50 per share of common stock declared on March 16, 2020. The dividend consisted of a combination of cash and shares of the Company's common stock. The cash component of the dividend (not including cash paid in lieu of fractional shares) was 20 % in the aggregate, or $ 0.10 per share, with the balance paid in shares of the Company's common stock. In accordance with the provisions of Internal Revenue Service Revenue Procedure 2017-45, stockholders were asked to make an election to receive the dividend all in cash or all in shares. To the extent that more than 20 % of cash was elected in the aggregate, the cash portion was prorated. Stockholders who elected to receive the dividend in cash received a cash payment of at least $ 0.10 per share. Stockholders who did not make an election received 20 % in cash and 80 % in shares of common stock. 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 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'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 92 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 14. Stockholders' Equity: (Continued) 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, 2022, $ 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: On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $ 500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. The program is referred to herein as the "Stock Buyback Program". There were no repurchases under the Stock Buyback Program during the years ended December 31, 2022, 2021 and 2020. 15. Consolidated Joint Venture and Acquisitions: Fashion District Philadelphia: 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. Prior to the restructuring, the Company had accounted for its investment in Fashion District Philadelphia under the equity method of accounting due to substantive participation rights held by the Company’s joint venture partner. Pursuant to the amended and restated partnership agreement, the substantive participation rights of the Company’s joint venture partner were terminated and as a result, the joint venture is treated as a VIE. The Company became the primary beneficiary of the VIE and commenced consolidating Fashion District Philadelphia in its consolidated financial statements effective December 10, 2020. Prior to December 10, 2020, the Company’s share of the joint venture’s net (loss) income was included in its consolidated statements of operations in equity in (loss) income of unconsolidated joint ventures. The consolidation of the joint venture required the Company to recognize the joint venture’s identifiable assets and liabilities at fair value in the Company’s consolidated financial statements, along with the fair value of the non-controlling interest. The fair value of the joint venture’s assets and liabilities upon initial consolidation were measured using estimates of expected future cash flows and other valuation techniques. 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 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. Other acquired assets, including cash, and assumed liabilities were recorded at cost due to the short-term nature of the balances. 93 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 15. Consolidated Joint Venture and Acquisitions: (Continued) 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 Deferred charges 25,272 Cash and cash equivalents 4,492 Restricted cash 1,319 Tenant receivables 8,476 Other assets 30,582 Total assets acquired 401,655 Mortgage note payable 201,000 Partnership loan(1) 100,000 Accounts payable 6,673 Due to affiliates 3 Other accrued liabilities 55,717 Total liabilities assumed 363,393 Fair value of acquired net assets (at 100 % ownership) $ 38,262 (1) The Partnership Loan is eliminated in the Company's consolidated financial statements. 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. The remeasurement loss was determined by taking the difference between the fair value of assets less its liabilities and the sum of the carrying value of the Company’s existing investment in the joint venture and the fair value of the noncontrolling interest. The Company recognized the following remeasurement loss on the Fashion District Philadelphia restructuring: Fair value of acquired net assets (at 100 % ownership) $ 38,262 Fair value of the noncontrolling interest ( 19,131 ) Carrying value of existing investment in the joint venture ( 182,429 ) Loss on remeasurement of asset $ ( 163,298 ) Sears South Plains: On December 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement. The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to the joint venture partner. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100 % of the former Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements. 94 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 15. Consolidated Joint Venture and Acquisitions: (Continued) The following is a summary of the allocation of the fair value of Sears South Plains upon its consolidation on December 31, 2020: Land $ 8,170 Building and improvements 11,130 Fair value of acquired net assets (at 100 % ownership) $ 19,300 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: Land $ 6,966 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) $ 48,098 16. Dispositions: 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, 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. 17. Commitments and Contingencies: As of December 31, 2022, the Company was contingently liable for $ 40,931 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company. 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. At December 31, 2022, the Company had $ 3,164 in outstanding obligations, which it believes will be settled in the next twelve months. 95 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 18. Related Party Transactions: Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures for the years ended December 31: 2022 2021 2020 Management fees $ 18,208 $ 17,872 $ 15,297 Development and leasing fees 8,028 5,958 6,951 $ 26,236 $ 23,830 $ 22,248 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. 19. Share and Unit-based Plans: The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees. 2003 Equity Incentive Plan: The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other convertible or exchangeable units. As of December 31, 2022, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance of the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 20,912,331 shares. As of December 31, 2022, there were 4,150,526 shares available for issuance under the 2003 Plan. Stock Units: The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance at beginning of year 266,505 $ 19.05 309,845 $ 21.47 199,987 $ 43.59 Granted 209,146 13.43 169,112 14.61 253,184 14.14 Vested ( 180,597 ) 19.84 ( 211,465 ) 19.03 ( 140,224 ) 39.53 Forfeited — — ( 987 ) 22.12 ( 3,102 ) 32.62 Balance at end of year 295,054 $ 14.58 266,505 $ 19.05 309,845 $ 21.47 96 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) 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 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. 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 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. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. 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 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 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 552,866 1/1/2021 576,378 Service-based $ 10.67 12/31/2023 1/1/2021 1,005,073 Performance-based $ 9.85 12/31/2023 1,581,451 1/1/2022 376,153 Service-based $ 17.28 12/31/2024 1/1/2022 716,545 Performance-based $ 15.77 12/31/2024 1,092,698 97 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) 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 1/1/2020 1.62 % 26.08 % 3/1/2020 0.85 % 28.34 % 1/1/2021 0.17 % 62.82 % 1/1/2022 0.97 % 70.83 % 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 Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance at beginning of year 1,837,691 $ 14.14 784,052 $ 28.11 616,219 $ 39.04 Granted 1,092,698 16.29 1,581,451 10.15 552,866 26.59 Vested ( 386,828 ) 15.86 ( 286,373 ) 17.62 ( 102,884 ) 40.19 Forfeited ( 328,394 ) 27.64 ( 241,439 ) 29.25 ( 282,149 ) 44.28 Balance at end of year 2,215,167 $ 12.90 1,837,691 $ 14.14 784,052 $ 28.11 Stock Options: The following table summarizes the activity of stock options for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options Weighted Average Exercise Price Balance at beginning of year 37,515 $ 54.34 37,515 $ 54.34 35,565 $ 57.32 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). 98 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) Directors' Phantom Stock Plan: The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock awards was determined by the amortization of the value of the stock units on a straight-line basis over the applicable service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one -unit for one -share basis. To the extent elected by a Director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 500,000 . As of December 31, 2022, there were 31,088 stock units available for grant under the Directors' Phantom Stock Plan. The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Stock Units Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Balance at beginning of year — $ — 4,662 $ 35.35 7,216 $ 43.29 Granted 61,420 14.35 17,554 12.09 24,576 17.11 Vested ( 27,381 ) 14.55 ( 22,216 ) 16.97 ( 27,130 ) 20.94 Balance at end of year 34,039 $ 14.19 — $ — 4,662 $ 35.35 Employee Stock Purchase Plan ("ESPP"): The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP, common stock is purchased at a 15 % discount from the lesser of the fair value of common stock at the beginning and end of the offering period. A maximum of 1,291,117 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2022 was 309,639 . Compensation: The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2022, 2021 and 2019: 2022 2021 2020 Stock units $ 3,110 $ 3,173 $ 4,159 LTI units 18,611 14,448 13,339 Phantom stock units 398 377 568 $ 22,119 $ 17,998 $ 18,066 99 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) 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. 20. Employee Benefit Plans: 401(k) Plan: The Company has a defined contribution retirement plan that covers its eligible employees (the "Plan"). The Plan is a defined contribution retirement plan covering eligible employees of the Macerich Property Management Company, LLC and participating affiliates. This Plan includes The Macerich Company Common Stock Fund as a new investment alternative under the Plan with 650,000 shares of common stock reserved for issuance under the Plan. In accordance with the Plan, the Company makes matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant. During the years ended December 31, 2022, 2021 and 2020, these matching contributions made by the Company were $ 3,206 , $ 3,144 and $ 3,455 , respectively. Contributions and matching contributions to the Plan by the plan sponsor and/or participating affiliates are recognized as an expense of the Company in the period that they are made. Deferred Compensation Plans: The Company has established deferred compensation plans under which executives and key employees of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion prior to the beginning of the plan year, credit a participant's account with a matching amount equal to a percentage of the participant's deferral. The Company contributed $ 429 , $ 325 and $ 695 to the plans during the years ended December 31, 2022, 2021 and 2020, respectively. Contributions are recognized as compensation in the periods they are made. 21. Income Taxes: For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31, 2022, 2021 and 2020: 2022(1) 2021(2) 2020(2) Ordinary income $ 0.49 79.2 % $ 0.04 6.0 % $ 0.08 5.2 % Capital gains 0.06 9.9 % 0.15 24.9 % 0.02 1.3 % Return of capital 0.07 10.9 % 0.41 69.1 % 1.45 93.5 % Dividends paid $ 0.62 100.0 % $ 0.60 100.0 % $ 1.55 100.0 % _______________________________________________________________________________ (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. 100 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 21. Income Taxes: (Continued) The income tax provision of the TRSs for the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Current $ — $ — $ 439 Deferred ( 705 ) ( 6,948 ) 8 Income tax (expense) benefit $ ( 705 ) $ ( 6,948 ) $ 447 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: 2022 2021 2020 Book loss (income) for TRSs $ 2,718 $ ( 23,205 ) $ 6,058 Tax at statutory rate on earnings from continuing operations before income taxes $ 571 $ ( 4,873 ) $ 1,272 State taxes ( 116 ) ( 1,261 ) ( 31 ) Other ( 1,160 ) ( 814 ) ( 794 ) Income tax (expense) benefit $ ( 705 ) $ ( 6,948 ) $ 447 The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2022 and 2021 are summarized as follows: 2022 2021 Net operating loss carryforwards $ 13,362 $ 23,944 Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs 9,019 ( 1,013 ) Other 733 475 Net deferred tax assets $ 23,114 $ 23,406 The net operating loss ("NOL") carryforwards for NOLs generated through the 2017 tax year are scheduled to expire through 2037, beginning in 2025. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020. For the years ended December 31, 2022, 2021 and 2020 there were no unrecognized tax benefits. The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of December 31, 2022, the Company had no valuation allowance recorded. The tax years 2019 through 2021 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months. 22. Subsequent Events: On January 27, 2023, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on February 17, 2023. All dividends/distributions will be paid 100% in cash on March 3, 2023. 101 Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation December 31, 2022 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Shopping Centers/Entities Land Building and Improvements Equipment and Furnishings Cost Capitalized Subsequent to Acquisition Land Building and Improvements Equipment and Furnishings Construction in Progress Total Accumulated Depreciation Total Cost Net of Accumulated Depreciation Chandler Fashion Center $ 24,188 $ 223,143 $ — $ 32,307 $ 24,188 $ 249,735 $ 5,470 $ 245 $ 279,638 $ 140,539 $ 139,099 Danbury Fair Mall 130,367 316,951 — 120,495 141,479 396,490 9,646 20,198 567,813 184,221 383,592 Desert Sky Mall 9,447 37,245 12 5,231 6,843 41,616 3,476 — 51,935 18,064 33,871 Eastland Mall 22,050 151,605 — 13,338 20,810 163,829 2,354 — 186,993 55,194 131,799 Fashion District Philadelphia 38,402 293,112 — 9,113 39,962 298,762 281 1,622 340,627 18,995 321,632 Fashion Outlets of Chicago — — — 276,033 40,575 231,438 4,020 — 276,033 87,543 188,490 Fashion Outlets of Niagara Falls USA 18,581 210,139 — 104,515 23,762 307,094 2,276 103 333,235 116,977 216,258 The Marketplace at Flagstaff — — — 46,088 — 46,088 — — 46,088 30,685 15,403 Freehold Raceway Mall 164,986 362,841 — 121,409 167,371 464,683 9,148 8,034 649,236 245,568 403,668 Fresno Fashion Fair 17,966 72,194 — 58,644 17,966 127,365 3,127 346 148,804 75,369 73,435 Green Acres Mall 156,640 321,034 — 213,915 177,378 461,106 11,197 41,908 691,589 174,438 517,151 Inland Center 8,321 83,550 — 37,241 10,291 118,201 425 195 129,112 40,656 88,456 Kings Plaza Shopping Center 209,041 485,548 20,000 284,756 207,206 718,630 63,213 10,296 999,345 209,687 789,658 La Cumbre Plaza 18,122 21,492 — 19,672 13,856 45,244 186 — 59,286 28,277 31,009 Macerich Management Co. 1,150 10,475 26,562 22,243 3,878 21,458 33,951 1,143 60,430 28,607 31,823 MACWH, LP — 25,771 — ( 759 ) — 25,012 — — 25,012 11,895 13,117 NorthPark Mall 7,746 74,661 — 12,151 6,939 86,877 742 — 94,558 34,745 59,813 Oaks, The 32,300 117,156 — 273,067 56,387 362,056 3,538 542 422,523 208,779 213,744 Pacific View 8,697 8,696 — 138,249 7,854 146,193 1,595 — 155,642 89,825 65,817 Prasada 6,615 — — 19,521 215 22,969 — 2,952 26,136 3,566 22,570 Queens Center 251,474 1,039,922 — 67,757 256,786 1,091,345 5,919 5,103 1,359,153 244,124 1,115,029 Santa Monica Place 26,400 105,600 — 324,899 42,513 317,725 6,788 89,873 456,899 137,034 319,865 SanTan Adjacent Land 29,414 — — 11,087 26,902 3,438 — 10,161 40,501 133 40,368 SanTan Village Regional Center 7,827 — — 224,123 5,921 224,114 1,907 8 231,950 123,986 107,964 SouthPark Mall 7,035 38,215 — ( 10,076 ) 2,763 31,949 462 — 35,174 18,414 16,760 Southridge Center 6,764 — — 6,849 1,963 11,520 114 16 13,613 7,786 5,827 Stonewood Center 4,948 302,527 — 13,965 4,935 315,718 787 — 321,440 78,880 242,560 Superstition Springs Center 10,928 112,718 — 12,650 10,928 124,059 1,309 — 136,296 36,441 99,855 Superstition Springs Power Center 1,618 4,420 — 31 1,194 4,842 33 — 6,069 2,538 3,531 The Macerich Partnership, L.P. — 2,534 — 6,529 — 1,698 7,365 — 9,063 2,188 6,875 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. Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation (Continued) December 31, 2022 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Shopping Centers/Entities Land Building and Improvements Equipment and Furnishings Cost Capitalized Subsequent to Acquisition Land Building and Improvements Equipment and Furnishings Construction in Progress Total Accumulated Depreciation Total Cost Net of Accumulated Depreciation Valley River Center 24,854 147,715 — 37,305 24,854 182,851 2,085 84 209,874 85,686 124,188 Victor Valley, Mall of 15,700 75,230 — 56,692 20,080 125,866 1,676 — 147,622 70,008 77,614 Vintage Faire Mall 14,902 60,532 — 63,196 17,647 119,356 1,627 — 138,630 84,152 54,478 Wilton Mall 19,743 67,855 — ( 3,001 ) 11,310 71,938 1,272 77 84,597 49,784 34,813 Other freestanding stores 21,062 75,849 — ( 13,722 ) 10,817 50,431 293 21,648 83,189 8,671 74,518 Other land and development properties 37,850 — — ( 27,029 ) 467 6,049 — 4,305 10,821 1,330 9,491 $ 1,377,835 $ 4,906,012 $ 46,574 $ 2,590,159 $ 1,425,211 $ 7,089,743 $ 186,767 $ 218,859 $ 8,920,580 $ 2,792,790 $ 6,127,790 See accompanying report of independent registered public accounting firm. Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation (Continued) December 31, 2022 (Dollars in thousands) Depreciation of the Company's investment in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the asset as follows: Buildings and improvements 5 - 40 years Tenant improvements 5 - 7 years Equipment and furnishings 5 - 7 years The changes in total real estate assets for the three years ended December 31, 2022 are as follows: 2022 2021 2020 Balances, beginning of year $ 8,847,550 $ 9,256,712 $ 8,993,049 Additions 156,445 100,616 419,369 Dispositions and retirements ( 83,415 ) ( 509,778 ) ( 155,706 ) Balances, end of year $ 8,920,580 $ 8,847,550 $ 9,256,712 The aggregate cost of the property included in the table above for federal income tax purposes was $ 8,952,349 (unaudited) at December 31, 2022. The changes in accumulated depreciation for the three years ended December 31, 2022 are as follows: 2022 2021 2020 Balances, beginning of year $ 2,563,344 $ 2,562,133 $ 2,349,536 Additions 271,494 282,158 287,925 Dispositions and retirements ( 42,048 ) ( 280,947 ) ( 75,328 ) Balances, end of year $ 2,792,790 $ 2,563,344 $ 2,562,133 See accompanying report of independent registered public accounting firm. 104 EXHIBIT INDEX Exhibit Number Description 2.1 Master Agreement, dated November 14, 2014, by and among Pacific Premier Retail LLC, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, 1700480 Ontario Inc. and the Company (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014). 3.1 Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 3.1.1 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 3.1.2 Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 3.1.3 Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 3.1.4 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3, as amended (No. 333-88718)). 3.1.5 Articles of Amendment of the Company (declassification of Board) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 3.1.6 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date February 5, 2009). 3.1.7 Articles of Amendment of the Company (increased authorized shares) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). 3.1.8 Articles of Amendment of the Company (to eliminate the supermajority vote requirement to amend the charter and to clarify a reference in Article NINTH) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 30, 2014). 3.1.9 Articles Supplementary (election to be subject to Section 3-803 of the Maryland General Corporation Law) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 17, 2015). 3.1.10 Articles Supplementary (designation of Series E Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 18, 2015). 3.1.11 Articles Supplementary (reclassification of Series E Preferred Stock to preferred stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 7, 2015). 3.1.12 Articles Supplementary (repeal of election to be subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 28, 2015). 3.1.13 Articles Supplementary (opting out of provisions of Subtitle 8 of Title 3 of the Maryland General Corporate Law (MUTA Provisions)) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date April 24, 2019). 105 Exhibit Number Description 3.1.14 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). 3.2 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). 4.1 Description of the Company's Securities 4. 2 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). 4. 3 Form of Preferred Stock Certificate (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3 (No. 333-107063)). 10.1 Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K). 10.1.1 Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 27, 1997 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997). 10.1.2 Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.3 Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.4 Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.5 Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.1.6 Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 23, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.1.7 Eighth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 9, 2000 (incorporated by reference as an exhibit to the Company's 2000 Form 10-K). 10.1.8 Ninth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated July 26, 2002 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 10.1.9 Tenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated October 26, 2006 (incorporated by reference as an exhibit to the Company's 2006 Form 10-K). 10.1.10 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). 106 Exhibit Number Description 10.1.11 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). 10.1.12 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). 10.1.13 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). 10.1.14 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). 10.2 * Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K). 10.2.1 * Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.2.2 * Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). 10.2.3 * Amendment Number 3 to Amended and Restated Deferred Compensation Plan for 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). 10.3 * Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K). 10.3.1 * Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.3.2 * Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10 - Q for the quarter ended June 30, 2011). 10.3.3 * 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). 10.4 * Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2023). 10.5 * 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). 107 Exhibit Number Description 10.6 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). 10.7 Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. 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 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). 10.9 Incidental Registration Rights Agreement dated March 16, 1994 (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). 10.10 Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.11 Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.12 Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.13 List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.14 Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.15 * Form of Indemnification Agreement between the Company and its executive officers and directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.16 Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 10.16.1 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). 10.17 Credit Agreement, dated as of April 14, 2021, 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, 2021). 108 Exhibit Number Description 10. 17.1 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). 10.18 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). 10.19 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). 10.20 * 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). 10.20.1 * 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). 10.21 * 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). 10.22 * 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). 10.23 * 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). 10.24 * 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). 10.25 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). 10.26 Registration Rights Agreement dated as of April 25, 2005 among the Company and the persons names on Exhibit A thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005). 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm (KPMG LLP) 31.1 Section 302 Certification of Thomas E. O'Hern, Chief Executive Officer and Director 31.2 Section 302 Certification of Scott W. Kingsmore, Chief Financial Officer 32.1 ** Section 906 Certifications of Thomas E. O'Hern and Scott W. Kingsmore 101.SCH Inline XBRL Taxonomy Extension Schema Document 109 Exhibit Number Description 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). * Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K. ** Furnished herewith. 110 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2023. THE MACERICH COMPANY /s/ THOMAS E. O'HERN By Thomas E. O'Hern Chief Executive Officer and Director 111 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ THOMAS E. O'HERN Chief Executive Officer and Director February 24, 2023 Thomas E. O'Hern (Principal Executive Officer) /s/ EDWARD C. COPPOLA President and Director February 24, 2023 Edward C. Coppola /s/ PEGGY ALFORD Director February 24, 2023 Peggy Alford /s/ JOHN H. ALSCHULER Director February 24, 2023 John H. Alschuler /s/ ERIC K. BRANDT Director February 24, 2023 Eric K. Brandt /s/ STEVEN R. HASH Chairman of Board of Directors February 24, 2023 Steven R. Hash /s/ ENRIQUE HERNANDEZ, JR. Director February 24, 2023 Enrique Hernandez, Jr. /s/ DANIEL J. HIRSCH Director February 24, 2023 Daniel J. Hirsch /s/ MARIANNE LOWENTHAL Director February 24, 2023 Marianne Lowenthal /s/ STEVEN L. SOBOROFF Director February 24, 2023 Steven L. Soboroff /s/ ANDREA M. STEPHEN Director February 24, 2023 Andrea M. Stephen /s/ SCOTT W. KINGSMORE Senior Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) February 24, 2023 Scott W. Kingsmore /s/ CHRISTOPHER J. ZECCHINI Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 24, 2023 Christopher J. Zecchini 112