What changed in MACERICH CO's 2023 10-K compared to 2022?

Across the narrative sections we track, MACERICH CO (MAC) added 376 paragraphs, removed 403, and edited 287 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+173/−187), Item 1. Business (+81/−88), Item 1A. Risk Factors (+68/−66).

Did MACERICH CO add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 68 new/edited paragraphs and 66 removed paragraphs versus the 2022 10-K.

What changed in MACERICH CO's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 173 new/edited paragraphs and 187 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this MAC 10-K diff come from?

The source filings are MACERICH CO's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in MACERICH CO's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of MACERICH CO's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+376 added−403 removedSource: 10-K (2024-02-26) vs 10-K (2023-02-24)

Top changes in MACERICH CO's 2023 10-K

376 paragraphs added · 403 removed · 287 edited across 6 sections

Item 7. Management's Discussion & Analysis+173 / −187 · 123 edited
Item 1. Business+81 / −88 · 59 edited
Item 1A. Risk Factors+68 / −66 · 57 edited
Item 2. Properties+34 / −38 · 29 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+13 / −18 · 13 edited

Item 1. Business

Business — how the company describes what it does

59 edited+22 added−29 removed57 unchanged

2022 filing

2023 filing

Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 9 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2022 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2023 343 690,456 18.19 % $ 51.43 14.27 % 2024 352 739,369 19.48 % $ 64.48 19.16 % 2025 275 573,990 15.12 % $ 68.15 15.72 % 2026 173 499,629 13.17 % $ 67.97 13.65 % 2027 182 366,638 9.66 % $ 78.42 11.55 % 2028 93 233,211 6.15 % $ 70.16 6.57 % 2029 97 268,406 7.07 % $ 73.65 7.94 % 2030 65 169,836 4.48 % $ 61.34 4.19 % 2031 34 84,989 2.24 % $ 61.81 2.11 % 2032 26 75,974 2.00 % $ 56.73 1.73 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 239 356,888 18.03 % $ 57.44 13.83 % 2024 245 312,735 15.80 % $ 66.98 14.14 % 2025 188 244,525 12.35 % $ 73.64 12.15 % 2026 180 256,920 12.98 % $ 78.87 13.68 % 2027 155 224,761 11.36 % $ 81.82 12.41 % 2028 120 193,136 9.76 % $ 85.96 11.20 % 2029 79 97,100 4.91 % $ 87.14 5.71 % 2030 66 86,691 4.38 % $ 92.38 5.40 % 2031 44 63,506 3.21 % $ 71.27 3.05 % 2032 52 73,482 3.71 % $ 96.10 4.77 % 10 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2023 15 240,043 2.93 % $ 29.67 5.16 % 2024 27 747,883 9.12 % $ 23.52 12.75 % 2025 31 1,139,851 13.90 % $ 13.35 11.03 % 2026 31 1,494,486 18.22 % $ 10.53 11.41 % 2027 29 937,146 11.43 % $ 24.81 16.85 % 2028 24 1,223,571 14.92 % $ 13.06 11.59 % 2029 9 153,180 1.87 % $ 18.06 2.01 % 2030 9 260,363 3.17 % $ 17.78 3.35 % 2031 10 467,183 5.70 % $ 19.32 6.54 % 2032 7 258,133 3.15 % $ 17.55 3.28 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 21 326,949 8.55 % $ 13.60 6.87 % 2024 25 343,756 8.99 % $ 34.59 18.37 % 2025 24 666,623 17.44 % $ 11.73 12.08 % 2026 21 343,990 9.00 % $ 29.98 15.93 % 2027 16 282,259 7.38 % $ 26.24 11.44 % 2028 15 542,159 14.18 % $ 14.36 12.03 % 2029 10 285,598 7.47 % $ 12.47 5.50 % 2030 7 467,875 12.24 % $ 4.95 3.58 % 2031 9 365,007 9.55 % $ 11.87 6.70 % 2032 2 43,343 1.13 % $ 22.14 1.48 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.

Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 10 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2023 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2024 417 893,335 22.90 % $ 60.83 20.88 % 2025 323 700,699 17.96 % $ 65.35 17.60 % 2026 241 610,959 15.66 % $ 68.98 16.20 % 2027 212 433,085 11.10 % $ 77.99 12.98 % 2028 135 309,302 7.93 % $ 64.40 7.65 % 2029 136 373,421 9.57 % $ 70.73 10.15 % 2030 76 211,845 5.43 % $ 62.83 5.11 % 2031 40 110,746 2.84 % $ 79.29 3.37 % 2032 29 74,904 1.92 % $ 60.89 1.75 % 2033 35 129,216 3.31 % $ 54.29 2.70 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 294 372,635 18.30 % $ 67.49 16.06 % 2025 232 320,924 15.76 % $ 69.35 14.21 % 2026 213 290,581 14.27 % $ 74.76 13.87 % 2027 164 241,022 11.84 % $ 79.09 12.17 % 2028 158 257,132 12.63 % $ 83.57 13.72 % 2029 94 134,346 6.60 % $ 82.01 7.04 % 2030 79 107,526 5.28 % $ 92.04 6.32 % 2031 50 73,060 3.59 % $ 74.16 3.46 % 2032 58 85,234 4.19 % $ 90.70 4.94 % 2033 56 90,720 4.46 % $ 81.08 4.70 % 11 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2024 15 319,225 3.90 % $ 38.24 8.11 % 2025 32 1,324,385 16.17 % $ 12.57 11.05 % 2026 28 1,416,432 17.30 % $ 10.74 10.10 % 2027 39 1,155,852 14.12 % $ 24.26 18.62 % 2028 22 944,679 11.54 % $ 16.87 10.58 % 2029 12 311,671 3.81 % $ 21.33 4.41 % 2030 10 291,804 3.56 % $ 17.13 3.32 % 2031 8 335,560 4.10 % $ 19.86 4.42 % 2032 6 245,071 2.99 % $ 14.49 2.36 % 2033 12 359,849 4.39 % $ 30.23 7.22 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 23 440,317 11.12 % $ 17.67 11.67 % 2025 29 623,800 15.76 % $ 13.57 12.70 % 2026 22 350,725 8.86 % $ 30.64 16.13 % 2027 19 347,431 8.78 % $ 20.94 10.92 % 2028 15 496,132 12.53 % $ 13.70 10.20 % 2029 17 413,283 10.44 % $ 18.28 11.33 % 2030 7 467,875 11.82 % $ 4.95 3.48 % 2031 8 346,541 8.75 % $ 10.48 5.45 % 2032 3 55,037 1.39 % $ 29.38 2.43 % 2033 8 116,195 2.94 % $ 36.04 6.28 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.

The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • basic life and long-term disability insurance, as well as medical, dental and vision insurance; • critical illness coverage and supplemental accident insurance; • paid vacation, sick time and company observed holidays; • healthcare and dependent care flexible spending accounts; • referral bonus awards; • financial, legal, family or personal assistance through the employee assistance program; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; 15 • scholarship program to help fund post high-school education for dependents of employees; • Company-sponsored donor advised fund to support philanthropic efforts of employees, which provides a Company matching program and paid time off program for philanthropic volunteerism; • paid time off for volunteer efforts; and • paid time off for employees to bond with a new child.

The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • basic life and long-term disability insurance, as well as medical, dental and vision insurance; • critical illness coverage and supplemental accident insurance; • paid vacation, sick time and company observed holidays; • healthcare and dependent care flexible spending accounts; • referral bonus awards; • financial, legal, family or personal assistance through the employee assistance program; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; • scholarship program to help fund post high-school education for dependents of employees; • Company-sponsored donor advised fund to support philanthropic efforts of employees, which provides a Company matching program and paid time off program for philanthropic volunteerism; • paid time off for volunteer efforts; and • paid time off for employees to bond with a new child.

The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance": Guidelines on Corporate Governance Code of Business Conduct and Ethics Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter Compensation Committee Charter Executive Committee Charter Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to: Attention: Corporate Secretary The Macerich Company 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401 16

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

The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual 14 orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.

The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activities" in Recent Developments). 6 Development. The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities.

The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activities" in Recent Developments). Development. The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities.

Mall Stores typically account for the majority of the revenues of a Regional Town Center. Business of the Company Strategy: The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Town Centers. Acquisitions.

Mall Stores typically account for the majority of the revenues of a Regional Town Center. 6 Business of the Company Strategy: The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Town Centers. Acquisitions.

There are a number of other publicly traded mall companies and several large private mall companies in the United States, any of which under certain circumstances could compete against the Company for an Anchor or a tenant.

There are a number of other publicly traded mall companies and several large private mall companies in the United States, any of which under certain 7 circumstances could compete against the Company for an Anchor or a tenant.

Major Tenants: For the year ended December 31, 2022, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.

Major Tenants: For the year ended December 31, 2023, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.

Of these three stores, one is leased to Kohl's, and two have been leased for non-Anchor usage. 12 Governmental Regulations Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material.

Of these three stores, one is leased to Kohl's, and two have been leased for non-Anchor usage. 13 Governmental Regulations Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material.

(4) The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding five of these vacant Anchors.

While the Company or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.0 billion.

Base Rent Per Sq. Ft. on Leases Executed During the Year(2)(3) Avg. Base Rent Per Sq.

Base Rent Per Sq. Ft.(1)(2) Avg. Base Rent Per Sq. Ft. on Leases Executed During the Year(2)(3) Avg. Base Rent Per Sq.

As of December 31, 2022, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. See “Item 7.

As of December 31, 2023, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. See “Item 7.

Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2022 comprises approximately 61% of all Mall Store and Freestanding Store space.

Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2023 comprises approximately 61% of all Mall Store and Freestanding Store space.

Anchors accounted for approximately 6.5% of the Company's total rents for the year ended December 31, 2022. 11 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2022.

Anchors accounted for approximately 6.5% of the Company's total rents for the year ended December 31, 2023. 12 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2023.

As of December 31, 2022, approximately 59% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group and approximately Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees.

As of December 31, 2023, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group and approximately Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees.

These 51 regional town centers, community/power 3 shopping centers, office and redevelopment properties consist of approximately 47 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.

These 47 regional town centers, community/power shopping centers and one redevelopment property consist of approximately 46 million square feet of gross leasable area (“GLA”) and are referred to 3 herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.

As of December 31, 2022, the Operating Partnership owned or had an ownership interest in 44 regional town centers (including office, hotel and residential space adjacent to these shopping centers), five community/power shopping centers, one office property and one redevelopment property.

As of December 31, 2023, the Operating Partnership owned or had an ownership interest in 43 regional town centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.

Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2022 $ 15.95 $ 22.68 18 $ 32.15 14 2021 $ 17.26 $ 12.64 15 $ 8.57 15 2020 $ 17.58 $ 24.14 8 $ 11.03 10 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2022 $ 16.23 $ 27.77 11 $ 15.81 12 2021 $ 16.72 $ 36.90 11 $ 37.45 15 2020 $ 17.18 $ 39.81 10 $ 27.31 15 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.

Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2023 $ 16.65 $ 21.85 34 $ 29.67 15 2022 $ 15.95 $ 22.68 18 $ 32.15 14 2021 $ 17.26 $ 12.64 15 $ 8.57 15 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 $ 16.40 $ 30.90 25 $ 13.60 21 2022 $ 16.23 $ 27.77 11 $ 15.81 12 2021 $ 16.72 $ 36.90 11 $ 37.45 15 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.

Employees and Human Capital As of December 31, 2022, the Company had approximately 651 employees, of which 650 were full-time and one was part-time. The Company believes that relations with its employees are good.

Employees and Human Capital As of December 31, 2023, the Company had approximately 655 employees, of which 654 were full-time and one was part-time. The Company believes that relations with its employees are good.

Dispositions: For the twelve months ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $23.9 million.

For the twelve months ended December 31, 2023, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $10.8 million.

On January 27, 2023, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 3, 2023 to stockholders of record on February 17, 2023. The dividend amount will be reviewed by the Board on a quarterly basis.

On February 2, 2024, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 4, 2024 to stockholders of record on February 16, 2024. The dividend amount will be reviewed by the Board on a quarterly basis.

These 51 Centers average approximately 925,000 square feet of GLA and range in size from 3.2 million square feet of GLA at Tysons Corner Center to 185,000 square feet of GLA at Boulevard Shops.

These 47 Centers average approximately 980,000 square feet of GLA and range in size from 3.2 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.

Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $38.6 million of the total $77.2 million incurred by the joint venture as of December 31, 2022.

Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $39.5 million of the total $78.9 million incurred by the joint venture as of December 31, 2023.

The Centers: As of December 31, 2022, the Centers primarily included 44 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), five Community/Power Shopping Centers, one office property and one redevelopment property totaling approximately 47 million square feet of GLA.

The Centers: As of December 31, 2023, the Centers primarily included 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three Community/Power Shopping Centers and one redevelopment property totaling approximately 46 million square feet of GLA.

Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2022 $ 60.72 $ 56.63 $ 56.44 2021 $ 59.86 $ 56.39 $ 55.91 2020 $ 59.63 $ 48.06 $ 52.60 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2022 $ 67.37 $ 69.88 $ 62.72 2021 $ 66.12 $ 66.98 $ 60.48 2020 $ 66.34 $ 57.23 $ 52.62 Big Box and Anchors: For the Years Ended December 31, Avg.

Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2023 $ 61.66 $ 58.97 $ 50.14 2022 $ 60.72 $ 56.63 $ 56.44 2021 $ 59.86 $ 56.39 $ 55.91 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 $ 70.42 $ 64.42 $ 55.74 2022 $ 67.37 $ 69.88 $ 62.72 2021 $ 66.12 $ 66.98 $ 60.48 Big Box and Anchors: For the Years Ended December 31, Avg.

The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2022: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Victoria's Secret & Co.

The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2023: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Victoria's Secret & Co. Pink, Victoria's Secret 42 2.0 % Dick's Sporting Goods, Inc.

The total cost of the project is estimated to be between $80.0 million and $90.0 million, with $40.0 million and $45.0 million estimated to be the Company’s pro rata share. The Company has incurred $2.6 million of the total $5.1 million incurred by the joint venture as of December 31, 2022. The anticipated opening is in 2024.

The total cost of the project is estimated to be between $80.0 million and $86.0 million, with $40.0 million and $43.0 million estimated to be the Company’s pro rata share. The Company has incurred $21.0 million of the total $42.0 million incurred by the joint venture as of December 31, 2023. The anticipated opening is in 2024.

These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales. A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage.

A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage.

(3) The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.

(2) Centers under development and redevelopment are excluded from average base rents. (3) The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.

The loan bears interest at a floating interest rate of LIBOR plus 1.48%. 4 On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.

The Company used its share of the proceeds from these sales of $16.4 million to pay down debt and for other general corporate purposes. 4 Financing Activities: On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.

Much of the non-Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall. As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.

Much of the non- 8 Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall.

As of December 31, 2022, the Centers primarily includ e d 163 Anchors totaling approximately 21.7 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximate ly 23.6 million square feet of GLA.

As of December 31, 2023, the Centers primarily included 156 Anchors totaling approximately 21.2 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 23.6 million square feet of GLA.

The Company has incurred approximately $1.2 million as of December 31, 2022. The anticipated opening is in 2024. The Company’s joint venture in Scottsdale Fashion Square, a 1,884,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.

The Company’s joint venture in Scottsdale Fashion Square, an approximately 1,871,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.

The Company is redeveloping an approximately 150,000 square foot, three-level space (formerly occupied by Bloomingdale’s and Arclight Theatre) at Santa Monica Place, a 527,000 square foot regional town center in Santa Monica, California, with an entertainment destination use, high-end fitness, and co-working space. The total cost of the project is estimated to be between $35.0 million and $40.0 million.

The Company is redeveloping an approximately 150,000 square foot, three-level space (formerly occupied by Bloomingdale’s and Arclight Theatre) at Santa Monica Place, a 534,000 square foot regional town center in Santa Monica, 5 California, with an entertainment destination use, high-end fitness, and other retail uses.

Other Transactions and Events: The Company declared a cash dividend of $0.15 per share of its common stock for each of the first three quarters of 2022 and a cash dividend of $0.17 per share of its common stock for the fourth quarter of 2022.

Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2023.

Available Information; Website Disclosure; Corporate Governance Documents The Company's corporate website address is www.macerich.com . The Company makes available free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC.

The Company makes available free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC. These reports are available under the heading "Investors—Financial Information—SEC Filings", through a free hyperlink to a third-party service.

The Company has implemented a long list of operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers. These protocols were originally developed and implemented in response to the COVID-19 pandemic and meet or exceed recommendations from the Centers for Disease Control and Prevention.

In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.

Seasonality The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter.

Sustainability A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for eight straight years 2015 – 2022.

As a result of the above, earnings are generally higher in the fourth quarter. 15 Sustainability A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for nine straight years 2015 – 2023.

A copy of the Company's Corporate Responsibility Report, as well as additional information about the Company’s Environmental, Social and Governance programs can be obtained from the Company's website at w ww.macerich.com under "Investors—Corporate Responsibility". Information provided on the Company's website is not incorporated by reference into this Form 10-K.

A copy of the Company's Corporate Responsibility Report, as well as additional information about the Company’s Environmental, Social and Governance programs can be obtained from the Company's website at www.macerich.com under "Investors—Corporate Responsibility". Copies of the Company's sustainability policies and ESG commitments are also available on the Company's website at www.macerich.com under "Investors-Corporate Governance".

Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center. 5 Regional Town Centers: A Regional Town Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.

Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: 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 $24.5 million.

Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: On May 18, 2023, the Company acquired Seritage Growth Properties' ("Seritage") remaining 50% ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of approximately $46.7 million.

Cost of Occupancy: A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses, real estate taxes and repair and maintenance expenditures.

Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses and real estate taxes. These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales.

(2) Represents real estate tax and common area maintenance charges. 8 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg. Base Rent Per Sq. Ft.(1)(2) Avg.

The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the twelve months ended December 31, 2023 and December 31, 2022: For the Twelve Months Ended December 31, 2023 2022 Consolidated Centers: Minimum rents 7.9 % 7.4 % Percentage rents 0.8 % 1.1 % Expense recoveries(1) 3.4 % 3.1 % 12.1 % 11.6 % Unconsolidated Joint Venture Centers: Minimum rents 7.1 % 6.5 % Percentage rents 1.1 % 1.0 % Expense recoveries(1) 2.9 % 2.8 % 11.1 % 10.3 % (1) Represents real estate tax and common area maintenance charges. 9 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg.

In furtherance of the value it places on talent development, in 2022 the Company began work on the design and implementation of a unified platform available to all employees that supports training and education related to compliance, inclusion and professional development and plans to launch it in Q1 2023.

In furtherance of the value it places on talent development, in 2023 the Company implemented a unified platform available to all employees that supports training and education related to compliance, inclusion and professional development. As of December 31, 2023, the average tenure of the Company’s employees was approximately 10.8 years and that of the Company’s senior management was 20.6 years.

Macy's 34 4,404,000 1,932,000 6,336,000 Bloomingdale's 1 — 253,000 253,000 35 4,404,000 2,185,000 6,589,000 JCPenney 25 1,642,000 2,093,000 3,735,000 Dillard's 12 1,912,000 257,000 2,169,000 Nordstrom 8 266,000 1,079,000 1,345,000 Dick's Sporting Goods 16 — 1,048,000 1,048,000 Target(1) 6 304,000 489,000 793,000 Forever 21 5 — 464,000 464,000 Home Depot 3 — 395,000 395,000 Primark(2) 6 — 349,000 349,000 Burlington 4 187,000 140,000 327,000 Costco 2 — 321,000 321,000 BJ's Wholesale Club 2 — 238,000 238,000 Von Maur 2 187,000 — 187,000 Walmart 1 — 173,000 173,000 Shoppers World 2 — 168,000 168,000 La Curacao 1 — 165,000 165,000 Boscov's 1 — 161,000 161,000 Scheels All Sports(3) 1 144,000 — 144,000 Belk 2 — 139,000 139,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Hudson Bay Company Saks Fifth Avenue 1 — 92,000 92,000 Kohl's 1 — 80,000 80,000 Mercado de los Cielos 1 — 78,000 78,000 Best Buy 1 66,000 — 66,000 Des Moines Area Community College 1 64,000 — 64,000 Vacant Anchors(4) 21 52,000 2,014,000 2,066,000 162 9,228,000 12,342,000 21,570,000 Anchors at Centers not owned by the Company(5): Kohl's 1 — 82,000 82,000 Total 163 9,228,000 12,424,000 21,652,000 _______________________________ (1) Target has announced plans to open a three-level 90,000 square foot store at Kings Plaza and a two-level 126,000 square foot store at Danbury Fair Mall.

Macy's 34 4,404,000 1,931,000 6,335,000 Bloomingdale's 1 — 253,000 253,000 35 4,404,000 2,184,000 6,588,000 JCPenney 24 1,641,000 2,043,000 3,684,000 Dillard's(1) 12 1,912,000 257,000 2,169,000 Nordstrom 8 266,000 1,079,000 1,345,000 Dick's Sporting Goods 16 — 1,048,000 1,048,000 Target(2) 6 304,000 489,000 793,000 Forever 21 5 — 464,000 464,000 Home Depot 3 102,000 274,000 376,000 Primark(3) 6 — 351,000 351,000 Costco 2 155,000 167,000 322,000 Scheels All Sports 1 253,000 — 253,000 Burlington 3 100,000 140,000 240,000 BJ's Wholesale Club 2 116,000 123,000 239,000 Von Maur 2 187,000 — 187,000 Walmart 1 — 173,000 173,000 La Curacao 1 — 165,000 165,000 Boscov's 1 — 161,000 161,000 Shoppers World 2 — 134,000 134,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Saks Fifth Avenue 1 — 92,000 92,000 Belk 1 — 87,000 87,000 Kohl's 1 — 80,000 80,000 Mercado de los Cielos 1 — 78,000 78,000 Des Moines Area Community College 1 64,000 — 64,000 Vacant Anchors(4) 18 148,000 1,614,000 1,762,000 155 9,652,000 11,417,000 21,069,000 Anchors at Centers not owned by the Company(5): Kohl's 1 — 82,000 82,000 Total 156 9,652,000 11,499,000 21,151,000 _______________________________ (1) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall.

These reports are available under the heading "Investors—Financial Information—SEC Filings", through a free hyperlink to a third-party service. Information provided on the Company's website is not incorporated by reference into this Form 10-K.

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

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.

These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. Effective as of May 18, 2023, the Company now owns and has consolidated its 100% interest in these five former Sears parcels in its consolidated financial statements.

Pink, Victoria's Secret 43 2.0 % Signet Jewelers Limited Banter by Piercing Pagoda, Jared, Kay Jewelers, Pandora, Piercing Pagoda, Zales, and others 99 1.9 % Foot Locker, Inc. Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 64 1.9 % The Gap, Inc.

Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 59 1.9 % Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales 94 1.8 % LVMH, Inc. Louis Vuitton, Sephora, and others 34 1.6 % H & M Hennes & Mauritz L.P.

H&M 25 1.4 % LVMH, Inc. Louis Vuitton, Sephora, and others 32 1.4 % American Eagle Outfitters, Inc. Aerie, American Eagle Outfitters 36 1.3 % 7 Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales.

Abercrombie & Fitch, Abercrombie Kids, Hollister Co. 43 1.2 % Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent.

On May 6, 2022, the Company closed on a two-year extension for The Oaks loan to June 5, 2024, at a new fixed interest rate of 5.25%. The Company repaid $5.0 million of the outstanding loan balance at closing. On July 1, 2022, the Company further extended the loan maturity on Danbury Fair Mall to July 1, 2023.

On June 27, 2023, the Company closed on a one-year extension on the $133.5 million loan on Danbury Fair Mall to July 1, 2024.

(2) Primark has announced plans to open two new two-level stores at Green Acres Mall and Tysons Corner Center. (3) Scheels All Sports is building a two-level, 222,000 square foot store at Chandler Fashion Center utilizing the vacant 144,000 square foot location formerly occupied by Nordstrom. The store is anticipated to open in fall 2023.

They plan to open this store in fall 2024 and vacate their two existing stores at the property. (2) Target has announced plans to open a two-level 126,000 square foot store at Danbury Fair Mall. (3) Primark has announced plans to open a two-level store at Tysons Corner Center.

The interest rate remained unchanged at 5.5%, and the Company repaid $10.0 million of the outstanding loan balance at closing. The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and has begun the process of transitioning the property to a loan receiver.

The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and completed transition of the property to a receiver. On December 4, 2023, Towne Mall was sold by the receiver for $9.5 million, resulting in a gain on extinguishment of debt of $8.2 million.

As of December 31, 2022, the average tenure of the Company’s employees was approximately 11.6 years and that of the Company’s senior management was 20 years. In 2022, the Company’s workforce turnover rate was 14%, which includes all employees.

In 2023, the Company’s workforce turnover rate was 14%, which includes all employees.

Financing Activities: On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197.0 million loan on the property with a new $175.0 million loan that bears interest at SOFR plus 3.70% and matures on February 9, 2025, including extension options.

On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.

The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. On April 29, 2022, the Company replaced the existing $110.6 million loan on Pacific View with a new $72.0 million loan that bears interest at a fixed rate of 5.29% and matures on May 6, 2032.

On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.

The Company’s joint venture that owns Scottsdale Fashion Square expects to replace the existing $406.0 million mortgage loan on the property with a $700.0 million, five-year, fixed-rate loan. The Company expects the joint venture to close this refinancing during the first quarter of 2023, subject to negotiating final documentation and customary closing conditions.

On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.

Athleta, Banana Republic, Gap, Gap Kids, Old Navy, and others 41 1.9 % Dick's Sporting Goods, Inc. Dick's Sporting Goods 17 1.8 % SPARC Group LLC Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others 65 1.7 % Best Buy Co., Inc. Best Buy 6 1.5 % H & M Hennes & Mauritz L.P.

H&M 25 1.5 % SPARC Group LLC Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others 64 1.4 % American Eagle Outfitters, Inc. Aerie, American Eagle Outfitters 36 1.3 % Abercrombie & Fitch Co.

Removed

The Company used its share of the proceeds from these sales of $60.3 million to pay down debt and for other general corporate purposes.

Added

On November 16, 2023, the Company acquired its joint venture partner’s 49.9% ownership interest in Freehold Raceway Mall for $5.6 million and the assumption of its joint venture partner’s share of debt. The Company now owns 100% of Freehold Raceway Mall.

Removed

On November 14, 2022, the Company’s joint venture in Washington Square extended the maturity date on the $503.0 million loan on the property to November 1, 2026, including extension options.

Added

Prior to November 16, 2023, the Company accounted for its investment in Freehold Raceway Mall as part of a financing arrangement (See Note 12 – Financing Arrangement and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).

Removed

The loan bears interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2023. The joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the loan at closing.

Added

On December 9, 2023, the Company acquired its joint venture partner’s 50% interest in Fashion District Philadelphia for no consideration, and the Company now owns 100% of this property.

Removed

On December 9, 2022, the Company extended the maturity date on the $300.0 million loan on Santa Monica Place to December 9, 2025, including extension options.

Added

Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a consolidated variable interest entity (“VIE”) in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).

Removed

In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent.

Added

Dispositions: On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million. The Company used the net proceeds to pay down debt.

Removed

The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the twelve months ended December 31, 2022 and December 31, 2019, the most immediately comparative period prior to the COVID-19 pandemic: For the Twelve Months Ended December 31, 2022 2019(1) Consolidated Centers: Minimum rents 7.4 % 9.1 % Percentage rents 1.1 % 0.4 % Expense recoveries(2) 3.1 % 3.6 % 11.6 % 13.1 % Unconsolidated Joint Venture Centers: Minimum rents 6.5 % 7.3 % Percentage rents 1.0 % 0.3 % Expense recoveries(2) 2.8 % 3.2 % 10.3 % 10.8 % (1) Cost of Occupancy is compared to the trailing twelve months ended December 31, 2019, the most immediately comparative period prior to the COVID-19 pandemic.

Added

On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.

Removed

(2) Centers under development and redevelopment are excluded from average base rents. As a result, the leases for Paradise Valley Mall and One Westside are excluded for the years ended December 31, 2022, 2021 and 2020.

Added

On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California, for $700 million.

Removed

Supplemental Material United States Federal Income Tax Considerations The following discussion supplements and updates the disclosures under “Material United States Federal Income Tax Considerations” in the prospectus dated August 5, 2020, contained in the Company’s Registration Statement on Form S-3 filed with the SEC on August 5, 2020 (such disclosure, the “Base Disclosure”).

Added

The existing $325 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.

Removed

Capitalized terms used in this section that are not otherwise defined shall have the same meaning as when used in the Base Disclosure. On December 29, 2022, the IRS promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S. stockholders.

Added

On March 22, 2023, the Company executed the one-year extension option on its credit facility to April 14, 2024. Effective March 13, 2023, the credit facility converted from LIBOR to 1-month Term SOFR.

Removed

The new Treasury Regulations provide that: (i) The withholding rules applicable to ordinary REIT dividends paid to a non-U.S. stockholder (generally, a 30% rate of withholding on gross amounts unless otherwise reduced by treaty or effectively connected with such non-U.S. stockholder’s trade or business within the U.S. and proper certifications are provided) will apply to (a) that portion of any distribution paid by the Company that is not designated as a capital gain dividend, a return of basis or a distribution in excess of the non-U.S. stockholder’s adjusted basis in its stock that is treated as gain from the disposition of such stock and (b) any portion of a capital gain dividend paid by the Company that is not treated as gain attributable to the sale or exchange of a U.S. real property interest by reason of the recipient not owning more than 13 10% of a class of the Company's stock that is regularly traded on an established securities market during the one-year period ending on the date of the capital gain dividend.

Added

On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan of $159.9 million to April 3, 2026, including extension options. The Company's joint venture repaid $10.0 million ($5.1 million at the Company's pro rata share) of the outstanding loan balance at closing.

Removed

(ii) The withholding rules under FIRPTA will apply to a distribution paid by the Company in excess of a non-U.S. stockholder’s adjusted basis in the Company's stock, unless the interest in the Company's stock is not a U.S. real property interest (for example, because the Company is a domestically controlled qualified investment entity) or the distribution is paid to a “withholding qualified holder.” A “withholding qualified holder” means a qualified holder (as defined below) and a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+11 added−9 removed131 unchanged

2022 filing

2023 filing

Biggest changeCOVID-19 has adversely affected, and COVID-19 or any future pandemic, epidemic or outbreak of any other highly infectious disease may continue to adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which has caused or could continue to cause subsequent closures of previously re-opened Centers, which has adversely affected, and could continue to adversely effect, our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which has caused and could continue to cause, one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence during the pandemic, as well as a decrease in traffic at our Centers, which has affected, and could continue to affect, the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping, which, if sustained could result in prolonged decreases in revenue at the Centers even after the immediate impact of the pandemic is resolved; • inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments; • the closure of Anchors at one or more of our properties, has triggered, and future closures could trigger, co-tenancy lease clauses within one or more of our leases at such properties and any future closures could potentially lead to a decline in revenue and occupancy; • a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us; • a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and • disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which has made, and could continue to make, it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.

Biggest changeWe previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely effect our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping, which, if sustained could result in prolonged decreases in revenue at the Centers even after the immediate impact of such pandemic, epidemic or outbreak of any other highly infectious disease is resolved; • inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments; • the closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and could potentially lead to a decline in revenue and occupancy; • a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial 22 covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us; • a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and • disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: 25 • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the 26 direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

In the past, an increase in bargaining power of creditworthy retail tenants resulted in a downward pressure on our rental rates and occupancy levels, and an increase in bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

In the past, an increase in bargaining power of creditworthy retail tenants resulted in a downward pressure on our rental rates and occupancy levels, and any increase in bargaining power in the future may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

Such a recharacterization of an underlying entity could also threaten our ability to maintain REIT status. 27 Legislative or regulatory action could adversely affect our stockholders. In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments similar to an investment in our stock.

Such a recharacterization of an underlying entity could also threaten our ability to maintain REIT status. Legislative or regulatory action could adversely affect our stockholders. In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments similar to an investment in our stock.

Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornadoes, 20 as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions.

Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornadoes, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions.

Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable.

Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable.

In addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term.

In 17 addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term.

Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.

Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. 28 Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.

Substantially all of our 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 24 real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

Substantially all of our 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.

An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock. The Ownership Limit .

An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. 25 An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock . The Ownership Limit.

These threats, in turn, may lead to increased costs to protect our information 28 systems, detect and respond to threats, and recover from cyber incidents. While we carry cyber liability insurance, it may not be adequate to cover all losses relating to such events.

These threats, in turn, may lead to increased costs to protect our information systems, detect and respond to threats, and recover from cyber incidents. While we carry cyber liability insurance, it may not be adequate to cover all losses relating to such events.

Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.

Some 20 environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.

We have less experience in developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses.

We have less experience in 18 developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses.

Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to 21 customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

You should refer to the explanation of the qualifications and limitations on forward-looking statements in “Important Factors Related To Forward-Looking Statements.” For purposes of this “Risk Factor” section, Centers wholly owned by us are referred to as “Wholly Owned Centers” and Centers that are partly but not wholly owned by us are referred to as “Joint Venture Centers.” RISKS RELATED TO OUR BUSINESS AND PROPERTIES We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control.

You should refer to the explanation of the qualifications and limitations on forward-looking statements in “Important Factors Related To Forward-Looking Statements.” For purposes of this “Risk Factors” section, Centers wholly owned by us are referred to as “Wholly Owned Centers” and Centers that are partly but not wholly owned by us are referred to as “Joint Venture Centers.” RISKS RELATED TO OUR BUSINESS AND PROPERTIES We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control .

If we are unsuccessful in adapting our business to evolving consumer purchasing habits 17 it may have a material adverse impact on our financial condition and results of operations.

If we are unsuccessful in adapting our business to evolving consumer purchasing habits it may have a material adverse impact on our financial condition and results of operations.

The extent to which COVID-19, or any future pandemic, epidemic or outbreak of any other highly infectious disease, impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the emergence and characteristics of new variants, the actions taken to contain the pandemic or mitigate its impact, including the adoption, administration and effectiveness of available vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others.

The extent to which any future pandemic, epidemic or outbreak of any highly infectious disease impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the emergence and characteristics of new variants, the actions taken to contain the pandemic or mitigate its impact, including the adoption, administration and effectiveness of available vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others.

A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions and military conflict; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).

A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions and military conflict; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); 16 • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).

These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our shopping centers to generate sufficient revenues to meet operating and other expenses; anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and increases in interest rates; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from COVID-19 or any future pandemic, epidemic or outbreak of any other highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.

These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our shopping centers to generate sufficient revenues to meet operating and other expenses; anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and increases in interest rates; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K. 24 RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest .

While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.0 billion.

We face competition for acquisitions primarily from other REITs, as well as from private real estate companies or investors. Some of our competitors have greater financial and other resources. Increased competition for shopping center acquisitions may result in 18 increased purchase prices and may impact adversely our ability to acquire additional properties on favorable terms.

We face competition for acquisitions primarily from other REITs, as well as from private real estate companies or investors. Some of our competitors have greater financial and other resources. Increased competition for shopping center acquisitions may result in increased purchase prices and may adversely impact our ability to acquire additional properties on favorable terms, or at all.

If the relevant joint venture through which we have invested in a Joint Venture Center has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

If the relevant joint venture through which we have invested in a Joint Venture Center has incurred recourse obligations, the discharge in bankruptcy of one of the joint venture partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

Inflation may adversely affect our financial condition and results of operations. Inflation in the United States increased in 2022 and may continue to increase in the near-term.

Inflation may adversely affect our financial condition and results of operations . Inflation in the United States increased throughout 2022 and 2023 and may continue to increase in the near-term.

We own partial interests in property partnerships that own 22 Joint Venture Centers, one office property and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.

We own partial interests in property partnerships that own 20 Joint Venture Centers and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.

We periodically assess whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of our real estate assets and other investments may be impaired.

Our real estate assets may be subject to impairment charges . We periodically assess whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of our real estate assets and other investments may be impaired.

Pursuant to the bankruptcy code, we could be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take.

Pursuant to the bankruptcy code, we could be precluded from taking some actions affecting the estate of our joint venture partner without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take.

GENERAL RISK FACTORS Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business .

To the extent that weak economic or real estate conditions or other factors affect California, New York and Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted. We are in a competitive business.

A significant percentage of our Centers are located in California, New York and Arizona. To the extent that weak economic or real estate conditions or other factors affect California, New York and Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.

Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.

We are in a competitive business . Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.

In recent years, including as a result of the general conditions caused by COVID-19, a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or failed to comply with their contractual obligations to us and others.

In recent years, including as a result of the general conditions caused by economic uncertainty in the U.S., a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or failed to comply with their contractual obligations to us and others.

The COVID-19 pandemic, including the emergence of additional variants, has caused, and COVID-19 or any future pandemic, epidemic or outbreak of any other highly infectious disease could continue to cause, widespread disruptions to the United States and global economies and has contributed, and could continue to contribute, to significant volatility and negative pressure in financial markets.

Any future pandemic, epidemic or outbreak of any highly infectious disease, including the emergence of additional COVID-19 variants, could cause widespread disruptions to the United States and global economies and could contribute to significant volatility and negative pressure in financial markets.

If inflation increases in the future, we may experience any or all of the following: 22 • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.

As a result of these inflation increases, we have experienced, and may continue to experience, some or all of the following: • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.

Income from shopping center properties and shopping center values are also affected by applicable laws and regulations, including tax, environmental, safety and zoning laws. A significant percentage of our Centers are geographically concentrated and, as a result, are sensitive to local economic and real estate conditions. A significant percentage of our Centers are located in California, New York and Arizona.

Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States. Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 29

Additionally, even though most of our leases require tenants to pay their pro rata share of utilities, as well as a stated amount for operating expenses regardless of the expenses actually incurred at any Center, substantial inflationary pressures and increased operating costs may increase our exposure to rising property expenses and make it more difficult to maintain our historical cost controls at the Centers.

Additionally, even though most of our leases require tenants to pay their pro rata share of utilities and real estate taxes, as well as a stated amount for operating expenses regardless of the expenses actually incurred at any Center, substantial inflationary pressures and increased operating costs may increase our exposure to rising property expenses, which would reduce our cash flows and profits, and make it more difficult to maintain our historical cost controls at the Centers.

We have substantial debt that could affect our future operations. Our total outstanding loan indebtedness at December 31, 2022 was $6.81 billion (consisting of $4.4 billion of consolidated debt, less $0.41 billion attributable to noncontrolling interests, plus $2.82 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).

We have substantial debt that could affect our future operations . Our total outstanding loan indebtedness at December 31, 2023 was $6.92 billion (consisting of $4.23 billion of consolidated debt, less $0.16 billion attributable to noncontrolling interests, plus $2.85 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).

Borrowing costs increased throughout 2022 and may continue to increase in the near-term as the Federal Reserve acts to address rising inflation and, as a result, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt may be more expensive.

Borrowing costs increased throughout 2022 and 2023 and may continue to increase in the near-term as the Federal Reserve continues to address rising inflation and, as a result, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt has become more expensive and may continue to rise.

Our holding company structure makes us dependent on distributions from the Operating Partnership. Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our stockholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our stockholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us.

COVID-19 has caused, and COVID-19 or any future pandemic, epidemic or outbreak of any other highly infectious disease could continue to cause, disruptions in the U.S., regional and global economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and results of operations of our tenants.

Any future pandemic, epidemic or outbreak of any highly infectious disease could cause disruptions in the U.S., regional and global economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and results of operations of our tenants .

We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt.

We depend on external financings for our growth and ongoing debt service requirements and are subject to refinancing risk . We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt.

We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets.

Further, the increased utilization of online retail shopping, if sustained, may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.

Further, the increase in online retail shopping has resulted in, and will continue to result in, the closure of underperforming stores by retailers, which, if sustained, could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.

If in any taxable year we were to fail to qualify as a REIT, we will suffer the following negative results: • we will not be allowed a deduction for distributions to stockholders in computing our taxable income; and • we will be subject to U.S. federal and state income tax on our taxable income at regular corporate rates. 26 In addition, if we were to lose our REIT status, we would be prohibited from qualifying as a REIT for the four taxable years following the year during which the qualification was lost, absent relief under statutory provisions.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property.

These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation. 19 Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property.

Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center. 19 Our real estate assets may be subject to impairment charges.

Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.

Furthermore, the bankruptcy of one of the other investors in our Joint Venture Centers could materially and adversely affect the respective property or properties.

Furthermore, if one of our joint venture partners filed for bankruptcy, it could materially and adversely affect the respective property or properties.

Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties. Terrorist activities or violence also could result in decreased traffic at our properties due to a heightened level of concern for safety in public places or directly affect the value of our properties through damage, destruction or loss.

Such a resulting decrease in retail demand could adversely impact our revenue and the value of our properties, as well as make it difficult for us to renew or re-lease our properties. Terrorist activities or violence and vandalism could also directly affect the value of our properties through damage, destruction or loss.

In addition, there are no assurances that we will continue to be able to obtain the financing we need for future growth on acceptable terms, or at all, and any new or refinanced debt could also impose more restrictive terms. 23 The discontinuation of LIBOR and the replacement of LIBOR with an alternative reference rate may adversely affect our borrowing costs and could impact our business and results of operations.

In addition, failure to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us. We depend on external financings for our growth and ongoing debt service requirements and are subject to refinancing risk.

These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure 23 to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us.

Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous.

We are obligated to comply with financial and other covenants that could affect our operating activities . Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions.

Possible terrorist activity or other acts or threats of violence and threats to public safety could adversely affect our financial condition and results of operations.

Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .

Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property. Any of these taxes would decrease cash available for distributions to stockholders. Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election. 27 Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest. Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership’s business and affairs.

Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership’s business and affairs.

Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods. It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election.

Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods.

Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized. Possible environmental liabilities could adversely affect us. Each of the Centers have undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant.

We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized. Possible environmental liabilities could adversely affect us .

During the year ended December 31, 2022, we did not repay the outstanding mortgage loan on our Towne Mall property on its maturity and are in the process of transitioning the property to a loan receiver. We are obligated to comply with financial and other covenants that could affect our operating activities.

During the year ended December 31, 2023, we did not repay the outstanding mortgage loan on our Fashion Outlets of Niagara Falls property on its maturity and, as a result, the loan is in default. We are in negotiations with the lender on the terms of this non-recourse loan.

Among other causes, in 2020 due to the COVID-19 pandemic and in the years leading up to the pandemic, there was an increased number of bankruptcies of Anchors and other national retailers, as well as store closures.

While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, we continue to experience bankruptcies of Anchors and other national and local retailers, as well as store closures, among our tenants.

Removed

Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited.

Added

Each of the Centers have undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant.

Removed

These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation.

Added

In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation recently enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.

Removed

Terrorist attacks and threats of terrorist attacks in the United States or other acts or threats of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities.

Added

Our property taxes may increase without notice. The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.

Removed

To the extent that our tenants are affected by such attacks and threats of attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts and threats might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies.

Added

While most of our leases require the tenant to pay their pro rata share of property taxes, some or all of such property taxes may not be collectible from our tenants.

Removed

Any one of 21 these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.

Added

An increase in our property tax rates or the assessed value of our properties could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders.

Removed

We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023.

Added

Because our properties are open to the public, they are exposed to risks related to acts of violence and vandalism, civil unrest, criminal activity and actual or threatened terrorist attacks that may be beyond our control or ability to prevent.

Removed

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or hedging transactions, but if our contracts indexed to LIBOR, including certain contracts governing our variable rate debt, the variable rate debt of our joint ventures and our interest rate caps, are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest or hedging costs that are higher than if LIBOR remained available.

Added

If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property and its tenants could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in markets where the Centers are located and negative media attention.

Removed

Additionally, although SOFR is the Alternative Reference Rates Committee’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in ways that would result in higher interest or hedging costs for us.

Added

Concern around safety risk may impact the willingness of consumers, tenants and tenants’ employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, or increase the need for additional expenditures on security resources.

Removed

It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR. As of December 31, 2022, each of the agreements governing our variable rate debt provides for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

Added

Our holding company structure makes us dependent on distributions from the Operating Partnership .

Added

In addition, if we were to lose our REIT status, we would be prohibited from qualifying as a REIT for the four taxable years following the year during which the qualification was lost, absent relief under statutory provisions.

Added

Any of these taxes would decrease cash available for distributions to stockholders. Complying with REIT requirements might cause us to forego otherwise attractive opportunities .

Item 2. Properties

Properties — owned and leased real estate

29 edited+5 added−9 removed7 unchanged

2022 filing

2023 filing

Biggest changeCount Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 50.1% Chandler Fashion Center(4) 2001/2002 Ongoing 1,320,000 644,000 95.4 % Dillard's, Macy's, Scheels All Sports(5) — Chandler, Arizona 2 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 593,000 98.1 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target(6) Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 710,000 244,000 99.1 % Burlington, Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 4 100% Eastland Mall(7) 1978/1998 1996 1,017,000 528,000 93.4 % Dillard's, Macy's JCPenney Evansville, Indiana 5 50% Fashion District Philadelphia 1977/2014 2019 803,000 575,000 85.0 % — Burlington, Primark, Shoppers World Philadelphia, Pennsylvania 6 100% Fashion Outlets of Chicago 2013/— - 528,000 528,000 99.1 % — — Rosemont, Illinois 7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 689,000 689,000 81.7 % — — Niagara Falls, New York 8 50.1% Freehold Raceway Mall(4) 1990/2005 2007 1,549,000 783,000 91.4 % JCPenney, Macy's Dick's Sporting Goods, Primark Freehold, New Jersey 9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 94.7 % Macy's Forever 21, JCPenney, Macy's Fresno, California 10 100% Green Acres Mall(4)(7) 1956/2013 2016 2,042,000 904,000 98.1 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark(8), Shoppers World, Walmart Valley Stream, New York 11 100% Inland Center 1966/2004 2016 630,000 230,000 93.6 % Macy's Forever 21, JCPenney San Bernardino, California 12 100% Kings Plaza Shopping Center(7) 1971/2012 2018 1,146,000 445,000 99.9 % Macy's Burlington, Lowe's, Primark, Target(6) Brooklyn, New York 13 100% La Cumbre Plaza(7) 1967/2004 1989 323,000 173,000 92.5 % Macy's — Santa Barbara, California 14 100% NorthPark Mall(4) 1973/1998 2001 933,000 398,000 90.5 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 15 100% Oaks, The 1978/2002 2017 1,206,000 605,000 88.3 % JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom Thousand Oaks, California 16 100% Pacific View 1965/1996 2001 886,000 401,000 83.6 % JCPenney, Target Macy's Ventura, California 17 100% Queens Center(7) 1973/1995 2004 967,000 410,000 98.7 % JCPenney, Macy's — Queens, New York 18 100% Santa Monica Place(4) 1980/1999 Ongoing 527,000 303,000 85.0 % — Nordstrom Santa Monica, California 30 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 19 84.9% SanTan Village Regional Center 2007/— 2018 1,196,000 789,000 96.3 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 20 100% SouthPark Mall(4) 1974/1998 2015 854,000 290,000 71.0 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney Moline, Illinois 21 100% Stonewood Center(4)(7) 1953/1997 1991 922,000 351,000 95.1 % — JCPenney, Kohl's, Macy's Downey, California 22 100% Superstition Springs Center(4) 1990/2002 2002 956,000 384,000 94.1 % Dillard's, JCPenney, Macy's — Mesa, Arizona 23 100% Towne Mall(4) 1985/2005 1989 350,000 179,000 83.0 % — Belk, JCPenney Elizabethtown, Kentucky 24 100% Valley Mall 1978/1998 1992 502,000 187,000 76.5 % Target Belk, Dick's Sporting Goods, JCPenney Harrisonburg, Virginia 25 100% Valley River Center 1969/2006 2007 813,000 413,000 95.6 % Macy's JCPenney Eugene, Oregon 26 100% Victor Valley, Mall of(4) 1986/2004 2012 578,000 259,000 96.5 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 27 100% Vintage Faire Mall 1977/1996 Ongoing 917,000 473,000 92.2 % Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 28 100% Wilton Mall(4) 1990/2005 2020 708,000 390,000 95.4 % JCPenney BJ's Wholesale Club, Dick's Sporting Goods Saratoga Springs, New York Total Consolidated Centers 25,321,000 12,587,000 92.7 % UNCONSOLIDATED JOINT VENTURE CENTERS: 29 60% Arrowhead Towne Center 1993/2002 2015 1,082,000 476,000 96.6 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 30 50% Biltmore Fashion Park 1963/2003 2020 600,000 295,000 94.4 % — Macy's, Saks Fifth Avenue Phoenix, Arizona 31 50% Broadway Plaza(4) 1951/1985 2016 995,000 450,000 98.9 % Macy's Nordstrom Walnut Creek, California 32 50.1% Corte Madera, The Village at 1985/1998 2020 501,000 265,000 96.3 % Macy's, Nordstrom — Corte Madera, California 33 50% Country Club Plaza 1922/2016 2015 965,000 965,000 83.3 % — — Kansas City, Missouri 34 51% Deptford Mall 1975/2006 2020 1,008,000 436,000 94.9 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 35 51% FlatIron Crossing(4) 2000/2002 2009 1,417,000 718,000 93.1 % Dillard's, Macy's Dick's Sporting Goods, Forever 21 Broomfield, Colorado 36 50% Kierland Commons 1999/2005 2003 436,000 436,000 90.8 % — — Phoenix, Arizona 37 60% Lakewood Center 1953/1975 2008 1,979,000 914,000 92.3 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target Lakewood, California 38 60% Los Cerritos Center(9) 1971/1999 2016 1,007,000 532,000 95.8 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21 Cerritos, California 39 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,884,000 924,000 96.0 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 40 60% South Plains Mall(4) 1972/1998 2017 1,136,000 494,000 91.6 % — Dillard's (two), JCPenney Lubbock, Texas 41 51% Twenty Ninth Street(7) 1963/1979 2007 692,000 550,000 92.5 % — Home Depot Boulder, Colorado 31 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 42 50% Tysons Corner Center(9) 1968/2005 2014 1,854,000 1,114,000 85.4 % — Bloomingdale's, Macy's, Nordstrom, Primark(8) Tysons Corner, Virginia 43 60% Washington Square(9) 1974/1999 2005 1,302,000 579,000 95.1 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon 44 19% West Acres 1972/1986 2001 692,000 426,000 94.7 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 17,550,000 9,574,000 92.5 % 44 Total Regional Town Centers 42,871,000 22,161,000 92.6 % COMMUNITY/POWER SHOPPING CENTERS 1 50% Atlas Park, The Shops at(11) 2006/2011 2013 372,000 372,000 92.6 % — — Queens, New York 2 50% Boulevard Shops(11) 2001/2002 2004 185,000 185,000 93.1 % — — Chandler, Arizona 3 100% Southridge Center(4)(10) 1975/1998 2013 800,000 519,000 82.2 % Des Moines Area Community College Target Des Moines, Iowa 4 100% Superstition Springs Power Center(10) 1990/2002 - 204,000 51,000 100.0 % Best Buy, Burlington — Mesa, Arizona 5 100% The Marketplace at Flagstaff(7)(10) 2007/— - 268,000 147,000 100.0 % — Home Depot Flagstaff, Arizona 5 Total Community/Power Shopping Centers 1,829,000 1,274,000 89.6 % 49 Total before Other Assets 44,700,000 23,435,000 OTHER ASSETS: 100% Various(10)(12) - - 267,000 184,000 — — Kohl's 25% One Westside(11)(13) 1985/1998 2022 680,000 — — — — Los Angeles, California 50% Scottsdale Fashion Square-Office(11) 1984/2002 2016 124,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(11) 1999/2005 2012 169,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(11) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(11) 2015 2015 399,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(11) 2014 2014 531,000 — — — — Tysons Corner, Virginia OTHER ASSETS UNDER DEVELOPMENT: 5% Paradise Valley Mall(11)(14) 1979/2002 Ongoing 303,000 — — JCPenney Costco Phoenix, Arizona Total Other Assets 2,763,000 184,000 Grand Total 47,463,000 23,619,000 32 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.

Biggest changeCount Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,402,000 683,000 97.8 % Dillard's, Macy's, Scheels All Sports — Chandler, Arizona 2 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 593,000 99.3 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target(5) Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 738,000 271,000 96.7 % Burlington, Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 4 100% Eastland Mall(6) 1978/1998 1996 1,017,000 528,000 93.1 % Dillard's, Macy's JCPenney Evansville, Indiana 5 100% Fashion District Philadelphia 1977/2014 2019 802,000 575,000 80.9 % — Burlington, Primark, Shoppers World Philadelphia, Pennsylvania 6 100% Fashion Outlets of Chicago 2013/— - 530,000 529,000 98.2 % — — Rosemont, Illinois 7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 674,000 674,000 83.4 % — — Niagara Falls, New York 8 100% Freehold Raceway Mall(4) 1990/2005 2007 1,546,000 857,000 95.1 % JCPenney, Macy's Dick's Sporting Goods, Primark Freehold, New Jersey 9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 98.2 % Macy's Forever 21, JCPenney, Macy's Fresno, California 10 100% Green Acres Mall(4)(6)(7) 1956/2013 2016 2,058,000 952,000 97.7 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Shoppers World, Walmart Valley Stream, New York 11 100% Inland Center 1966/2004 2016 671,000 270,000 95.9 % Macy's Forever 21, JCPenney San Bernardino, California 12 100% Kings Plaza Shopping Center(6) 1971/2012 2018 1,146,000 445,000 99.1 % Macy's Burlington, Lowe's, Primark, Target Brooklyn, New York 13 100% La Cumbre Plaza(6) 1967/2004 1989 323,000 173,000 92.5 % Macy's — Santa Barbara, California 14 100% NorthPark Mall(4) 1973/1998 2001 934,000 399,000 82.0 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 15 100% Oaks, The 1978/2002 2017 1,207,000 605,000 90.0 % JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom Thousand Oaks, California 16 100% Pacific View 1965/1996 2001 886,000 401,000 81.0 % JCPenney, Target Macy's Ventura, California 17 100% Queens Center(6) 1973/1995 2004 968,000 412,000 98.9 % JCPenney, Macy's — Queens, New York 18 100% Santa Monica Place(4) 1980/1999 Ongoing 534,000 358,000 85.8 % — Nordstrom Santa Monica, California 30 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 19 84.9% SanTan Village Regional Center 2007/— 2018 1,203,000 795,000 96.5 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 20 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 72.6 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney Moline, Illinois 21 100% Stonewood Center(4)(6) 1953/1997 1991 927,000 356,000 95.8 % — JCPenney, Kohl's, Macy's Downey, California 22 100% Superstition Springs Center(4) 1990/2002 2002 955,000 384,000 89.4 % Dillard's, JCPenney, Macy's — Mesa, Arizona 23 100% Valley Mall 1978/1998 1992 506,000 191,000 88.4 % Target Belk, Dick's Sporting Goods, JCPenney Harrisonburg, Virginia 24 100% Valley River Center 1969/2006 2007 814,000 415,000 96.3 % Macy's JCPenney Eugene, Oregon 25 100% Victor Valley, Mall of(4) 1986/2004 2012 578,000 259,000 99.1 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 26 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 27 100% Wilton Mall(4) 1990/2005 2020 741,000 422,000 95.9 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods Saratoga Springs, New York Total Consolidated Centers 25,127,000 12,728,000 93.6 % UNCONSOLIDATED JOINT VENTURE CENTERS: 28 60% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.6 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 29 50% Biltmore Fashion Park 1963/2003 2020 611,000 306,000 93.1 % — Macy's, Saks Fifth Avenue Phoenix, Arizona 30 50% Broadway Plaza(4) 1951/1985 2016 996,000 451,000 95.3 % Macy's Nordstrom Walnut Creek, California 31 50.1% Corte Madera, The Village at 1985/1998 2020 502,000 265,000 96.4 % Macy's, Nordstrom — Corte Madera, California 32 50% Country Club Plaza 1922/2016 2015 971,000 971,000 83.7 % — — Kansas City, Missouri 33 51% Deptford Mall 1975/2006 2020 1,016,000 444,000 95.9 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 34 51% FlatIron Crossing(4) 2000/2002 2009 1,393,000 694,000 93.7 % Dillard's, Macy's Dick's Sporting Goods, Forever 21 Broomfield, Colorado 35 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.1 % — — Phoenix, Arizona 36 60% Lakewood Center 1953/1975 2008 2,050,000 985,000 96.0 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target Lakewood, California 37 60% Los Cerritos Center(7) 1971/1999 2016 1,011,000 536,000 96.7 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21 Cerritos, California 38 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,871,000 910,000 92.8 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 39 60% South Plains Mall(4) 1972/1998 2017 1,243,000 494,000 91.1 % Home Depot Dillard's (two)(8), JCPenney Lubbock, Texas 40 51% Twenty Ninth Street(6) 1963/1979 2007 694,000 553,000 94.3 % — Home Depot Boulder, Colorado 31 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 41 50% Tysons Corner Center(7) 1968/2005 2014 1,848,000 1,108,000 97.3 % — Bloomingdale's, Macy's, Nordstrom, Primark(9) Tysons Corner, Virginia 42 60% Washington Square(7) 1974/1999 2005 1,301,000 578,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon 43 19% West Acres 1972/1986 2001 692,000 426,000 94.7 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 17,715,000 9,631,000 93.5 % 43 Total Regional Town Centers 42,842,000 22,359,000 93.5 % COMMUNITY/POWER SHOPPING CENTERS 1 50% Atlas Park, The Shops at(10) 2006/2011 2013 373,000 373,000 94.2 % — — Queens, New York 2 50% Boulevard Shops(10) 2001/2002 2004 205,000 205,000 95.3 % — — Chandler, Arizona 3 100% Southridge Center(4)(11) 1975/1998 2013 801,000 519,000 73.3 % Des Moines Area Community College Target Des Moines, Iowa 3 Total Community/Power Shopping Centers 1,379,000 1,097,000 84.5 % 46 Total before Other Assets 44,221,000 23,456,000 OTHER ASSETS: 100% Various(11)(12) - - 267,000 184,000 — — Kohl's 50% Scottsdale Fashion Square-Office(10) 1984/2002 2016 123,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(10) 1999/2005 2012 170,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(10) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(10) 2015 2015 398,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(10) 2014 2014 539,000 — — — — Tysons Corner, Virginia OTHER ASSETS UNDER DEVELOPMENT: 5% Paradise Valley Mall(10)(13) 1979/2002 Ongoing 303,000 — — JCPenney, Costco — Phoenix, Arizona Total Other Assets 2,090,000 184,000 Grand Total 46,311,000 23,640,000 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.

(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2022. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.

(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2023. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.

The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding five of these vacant Anchors.

Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions. The debt premiums (discounts) are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions. The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2022.

ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2023.

“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor. (4) These Centers have vacant Anchor locations.

See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” (2) The Company owned or had an ownership interest in 44 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), five community/power shopping centers, one office property and one redevelopment property.

See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” 32 (2) The Company owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.

(9) 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 $5.0 million of the outstanding loan balance at closing.

(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 $5.0 million of the outstanding loan balance at closing. On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance.

With the exception of the eight Centers indicated with footnote (7) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.

With the exception of the seven Centers indicated with footnote (6) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.

LIBOR or SOFR) for the loan can rise. As of the date of this report, LIBOR/SOFR for this loan exceeded the strike interest rate within the required interest rate cap agreement and as a result, the loan is considered fixed rate debt.

As of the date of this report, SOFR for this loan exceeded the strike interest rate within the required interest rate cap agreement and as a result, the loan is considered fixed rate debt.

The interest rate remained unchanged, and the Company repaid $9.0 million of the outstanding loan balance at closing. On January 3, 2023, the Company closed on a five-year $370.0 million 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.

(9) On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.

(6) Target has announced plans to open a three-level, 90,000 square foot store at Kings Plaza and a two-level, 126,000 square foot store at Danbury Fair Mall. (7) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.

(5) Target has announced plans to open a two-level, 126,000 square foot store at Danbury Fair Mall. (6) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.

(14) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional town center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.

The two ground leases terminate in years 2027 and 2028. (13) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional town center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.

Unamortized deferred finance costs at December 31, 2022 were $13.8 million for Consolidated Centers and $6.6 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs. (3) The annual debt service represents the annual payment of principal and interest.

Unamortized deferred finance costs at December 31, 2023 were $21.1 million for Consolidated Centers and $10.6 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the debt discounts and deferred finance costs. (3) The annual debt service represents the annual payment of principal and interest.

The debt premiums (discounts) as of December 31, 2022 consisted of the following: Property Pledged as Collateral Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Deptford Mall $ 37 Lakewood Center (4,832) $ (4,795) 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.

The debt discounts as of December 31, 2023 consisted of the following: Property Pledged as Collateral Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Lakewood Center (3,416) $ (3,416) 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.

With respect to these eight Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases.

With respect to these seven Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. The termination dates of the ground leases range from 2038 to 2078.

(12) The Company owns an office building and three stores located at shopping centers not owned by the Company. Of the three stores, one has been leased to Kohl's and two have been leased for non-Anchor uses. With respect to the office building and one of the three stores, the underlying land is owned in fee entirely by the Company.

Of the three stores, one has been leased to Kohl's and two have been leased for non-Anchor uses. With respect to the office building and one of the three stores, the underlying land is owned in fee entirely by the Company.

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

(12) This loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 5.76% through November 7, 2024.

The information set forth below is as of December 31, 2022 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Chandler Fashion Center(5) Fixed $ 255,736 4.18 % $ 10,496 7/5/24 $ 256,000 Any Time Danbury Fair Mall Fixed 148,207 6.05 % 18,451 7/1/23 143,471 Any Time Fashion District Philadelphia(6) Floating 104,427 7.62 % 7,957 1/22/24 94,427 Any Time Fashion Outlets of Chicago Fixed 299,354 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA Fixed 90,514 6.45 % 8,719 10/6/23 88,569 Any Time Freehold Raceway Mall(5) Fixed 398,878 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,255 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Commons(7) Floating 125,256 7.14 % 8,610 3/29/23 125,320 Any Time Green Acres Mall(8) Fixed 237,372 3.94 % 17,366 2/3/23 236,628 Any Time Kings Plaza Shopping Center Fixed 536,442 3.71 % 19,543 1/1/30 540,000 2/1/2023 Oaks, The(9) Fixed 165,934 5.49 % 13,661 6/5/24 149,947 Any Time Pacific View(10) Fixed 70,855 5.45 % 3,936 5/6/32 62,877 12/1/2024 Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time Santa Monica Place(11) Floating 296,521 6.19 % 17,379 12/9/25 300,000 Any Time SanTan Village Regional Center Fixed 219,414 4.34 % 9,460 7/1/29 220,000 7/1/2023 Towne Mall(12) Fixed 18,886 4.48 % 828 11/1/22 18,886 Any Time Victor Valley, Mall of Fixed 114,908 4.00 % 4,560 9/1/24 115,000 Any Time Vintage Faire Mall Fixed 233,637 3.55 % 15,069 3/6/26 211,507 Any Time $ 4,240,596 34 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Arrowhead Towne Center(60%) Fixed $ 236,520 4.05 % $ 13,833 2/1/28 $ 212,555 Any Time Atlas Park, The Shops at(50%)(13)(14) Fixed 31,864 7.77 % 2,324 11/9/26 32,500 Any Time Boulevard Shops(50%) Floating 11,466 6.56 % 717 12/5/23 11,500 Any Time Broadway Plaza(50%) Fixed 222,079 4.19 % 13,172 4/1/30 189,724 Any Time Corte Madera, The Village at(50.1%) Fixed 111,792 3.53 % 6,074 9/1/28 98,753 Any Time Country Club Plaza(50%) Fixed 148,676 3.88 % 9,001 4/1/26 137,525 Any Time Deptford Mall(51%) Fixed 82,470 3.55 % 5,795 4/3/23 81,750 Any Time FlatIron Crossing(51%)(13)(15) Fixed 87,667 8.55 % 6,874 2/9/25 89,250 Any Time Kierland Commons(50%) Fixed 99,969 3.98 % 6,407 4/1/27 88,724 Any Time Lakewood Center(60%) Fixed 202,014 4.15 % 13,144 6/1/26 185,306 Any Time Los Cerritos Center(60%) Fixed 308,980 4.00 % 18,046 11/1/27 278,711 Any Time One Westside(25%)(16) Floating 78,780 6.08 % 4,551 12/18/24 79,150 Any Time Paradise Valley(5%) Fixed 2,526 5.00 % 126 9/29/24 2,526 Any Time Scottsdale Fashion Square(50%)(17) Fixed 203,117 3.02 % 13,281 4/3/23 201,331 Any Time South Plains Mall(60%) Fixed 120,000 4.22 % 5,065 11/6/25 120,000 Any Time Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%) Fixed 343,820 4.13 % 24,643 1/1/24 333,233 Any Time Tysons Tower(50%) Fixed 94,571 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,541 3.43 % 1,485 12/1/30 45,000 1/1/24 Washington Square(60%)(13)(18) Fixed 299,760 8.17 % 24,142 11/1/26 286,785 Any Time West Acres - Development(19%) Fixed 884 3.72 % 33 10/10/29 888 Any Time West Acres(19%) Fixed 13,024 4.61 % 1,025 3/1/32 8,256 Any Time $ 2,821,020 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt premiums (discounts).

The information set forth below is as of December 31, 2023 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Chandler Fashion Center(5) Fixed $ 255,924 4.18 % $ 10,496 7/5/24 $ 256,000 Any Time Danbury Fair Mall(6) Fixed 122,502 8.51 % 21,272 7/1/24 107,124 Any Time Fashion District Philadelphia(7) Floating 70,820 9.50 % 6,333 1/22/24 68,320 Any Time Fashion Outlets of Chicago Fixed 299,375 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA(8) Fixed 86,470 6.45 % 8,719 10/6/23 86,470 Any Time Freehold Raceway Mall Fixed 399,044 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,453 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Mall(9) Fixed 359,264 6.62 % 21,826 1/6/28 370,000 8/17/2025 Kings Plaza Shopping Center Fixed 536,956 3.71 % 19,543 1/1/30 540,000 Any Time Oaks, The(10) Fixed 151,496 5.74 % 12,456 6/5/24 149,947 Any Time Pacific View Fixed 70,976 5.45 % 3,936 5/6/32 62,877 11/23/2024 Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time Santa Monica Place(11) Floating 297,474 7.32 % 20,649 12/9/25 300,000 Any Time SanTan Village Regional Center Fixed 219,506 4.34 % 9,460 7/1/29 220,000 Any Time Victor Valley, Mall of Fixed 114,966 4.00 % 4,560 9/1/24 115,000 Any Time Vintage Faire Mall Fixed 226,910 3.55 % 15,069 3/6/26 211,507 Any Time $ 4,136,136 34 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Arrowhead Towne Center(60%) Fixed $ 232,187 4.05 % $ 13,833 2/1/28 $ 212,555 Any Time Atlas Park, The Shops at(50%)(12) Floating 32,210 10.24 % 3,128 11/9/26 32,500 Any Time Boulevard Shops(50%)(13) Floating 11,500 7.41 % 843 3/4/24 11,500 Any Time Broadway Plaza(50%) Fixed 218,183 4.19 % 13,172 4/1/30 189,724 Any Time Corte Madera, The Village at(50.1%) Fixed 109,642 3.53 % 6,074 9/1/28 98,753 Any Time Country Club Plaza(50%)(14) Fixed 147,628 3.88 % 9,001 4/1/26 137,525 Any Time Deptford Mall(51%) Fixed 74,031 3.98 % 5,795 4/3/26 67,503 Any Time FlatIron Crossing(51%)(15)(16) Fixed 88,455 8.55 % 6,874 2/9/25 89,250 Any Time Kierland Commons(50%) Fixed 97,492 3.98 % 6,407 4/1/27 88,724 Any Time Lakewood Center(60%) Fixed 197,389 4.15 % 13,144 6/1/26 185,306 Any Time Los Cerritos Center(60%) Fixed 303,188 4.00 % 18,046 11/1/27 278,711 Any Time Paradise Valley I(5%) Fixed 1,307 5.00 % 65 9/29/24 1,307 Any Time Paradise Valley II(5%) Fixed 1,025 6.95 % 71 7/1/2026 1,025 Any Time Paradise Valley Retail(5%) Floating 221 8.35 % 18 2/3/2027 221 Any Time Paradise Valley Residential(2.5%) Floating 999 8.10 % 81 2/3/2028 999 Any Time Scottsdale Fashion Square(50%)(17) Fixed 348,983 6.28 % 22,052 3/6/28 350,000 8/4/2025 South Plains Mall(60%) Fixed 120,000 4.22 % 5,065 11/6/25 120,000 Any Time Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%)(18) Fixed 349,980 6.89 % 23,758 12/6/28 355,000 12/7/2026 Tysons Tower(50%) Fixed 94,635 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,607 3.43 % 1,485 12/1/30 45,000 Any Time Washington Square(60%)(15)(19) Fixed 291,218 8.18 % 23,423 11/1/26 286,785 Any Time West Acres - Development(19%) Fixed 680 3.72 % 25 10/10/29 680 Any Time West Acres(19%) Fixed 12,600 4.61 % 1,025 3/1/32 8,256 Any Time $ 2,854,660 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt discounts.

(8) Primark has announced plans to open two new two-level stores at Green Acres Mall and Tysons Corner Center. (9) The Center has a vacant former anchor store to be demolished for redevelopment. (10) Included in Consolidated Centers. (11) Included in Unconsolidated Joint Venture Centers.

(9) Primark has announced plans to open a new two-level store at Tysons Corner Center. (10) Included in Unconsolidated Joint Venture Centers. (11) Included in Consolidated Centers. (12) The Company owns an office building and three stores located at shopping centers not owned by the Company.

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.

The loan is covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023 and has since been extended with a 4% strike rate to December 9, 2024.

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

(16) The loan bears interest at SOFR plus 3.70%, and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. The interest rate cap agreement has since been extended with a strike rate of 5.0% to February 9, 2025.

(12) 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. (13) This loan requires an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating rate index (i.e.

(15) This loan requires an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating rate index (i.e. SOFR) for the loan can rise.

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% through November 1, 2023. ITEM 3. LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4.

(19) 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% through November 1, 2024. On November 1, 2023, the Company's joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the outstanding loan balance. ITEM 3.

On January 20, 2023, the Company repaid $26.1 million 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%. (7) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.

(6) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034. 35 (7) On January 20, 2023, the Company repaid $26.1 million of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.

(5) A 49.9% interest in the loan has been assumed by a third party in connection with a financing arrangement. (6) On August 26, 2022 and November 28, 2022, the Company repaid $83.0 million and $7.1 million, respectively, of the outstanding loan balance to satisfy certain loan conditions.

(5) A 49.9% interest in the loan has been assumed by a third party in connection with a financing arrangement.

(17) The Company's joint venture in Scottsdale Fashion Square expects to replace the existing $406.0 million mortgage loan on the property with a $700.0 million, five-year, fixed rate loan. The Company expects the joint venture to close this refinancing during the first quarter of 2023, subject to negotiating final documentation and customary closing conditions.

(17) On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.

(15) On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.70% and matures on February 9, 2025, including extension options.

(13) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.

(10) On April 29, 2022, the Company closed on a new $72.0 million loan with a fixed rate of 5.29% that matures on May 6, 2032. (11) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options.

(11) 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%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.

Removed

Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2038 to 2098.

Added

(7) The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment. (8) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall. They plan to open this store in fall 2024 and vacate their two existing stores at the property.

Removed

(5) Scheels All Sports is building a two-level 222,000 square foot store at Chandler Fashion Center utilizing the vacant 144,000 square foot location formerly occupied by Nordstrom. The store is anticipated to open in fall 2023.

Added

The interest rate was SOFR plus 3.60%. On January 22, 2024, the Company repaid the majority of the loan balance. The remaining $8.2 million matures on April 21, 2024. (8) Effective October 6, 2023, the loan is in default. The Company is in negotiations with the lender on the terms of this non-recourse loan.

Removed

The two ground leases terminate in years 2027 and 2028. (13) In 2022, the Company’s joint venture completed its redevelopment of the majority of One Westside to convert it from a three-level former regional town center into a three-level, 584,000 square foot creative office campus that is leased entirely to Google.

Added

The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. (14) Effective May 9, 2023, the loan is in default. The Company's joint venture is in negotiations with the lender on the terms of this non-recourse loan.

Removed

Google is expected to take occupancy in 2023, and to commence paying rent in the second quarter of 2023. The remaining approximately 96,000 square feet of entertainment and retail space of the property is currently vacant and unleased.

Added

(18) On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.

Removed

The interest rate is LIBOR plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing. On January 3, 2023, the Company closed on a five-year $370.0 million 35 combined refinance of Green Acres Mall and Green Acres Commons.

Added

LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 36 PART II

Removed

The new interest only loan bears a fixed interest rate of 5.90% and matures on January 6, 2028. (8) 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.

Removed

(16) On December 18, 2019, the Company’s joint venture in One Westside placed a construction loan on the property that allows for borrowing of up to $414.6 million, bears interest at LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions, and matures on December 18, 2024.

Removed

(18) On November 14, 2022, the Company's joint venture in Washington Square closed a four-year extension for the existing loan to November 1, 2026, including extension options. The Company's joint venture repaid $15 million ($9 million at the Company's pro rata share) of the outstanding loan balance.

Removed

MINE SAFETY DISCLOSURES Not applicable. 36 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−0 removed4 unchanged

2022 filing

2023 filing

Biggest changeAll rights reserved. 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 The Macerich Company 100.00 69.45 47.11 21.53 36.28 24.84 S&P Midcap 400 Index 100.00 88.92 112.21 127.54 159.12 138.34 FTSE Nareit Equity Retail Index 100.00 95.04 105.16 78.68 119.52 103.63 Recent Sales of Unregistered Securities None. 38 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2022 to October 31, 2022 — $ — — $ 278,707,048 November 1, 2022 to November 30, 2022 — — — $ 278,707,048 December 1, 2022 to December 31, 2022 — — — $ 278,707,048 — $ — — (1) On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant. 39 ITEM 6.

Biggest changeThese shares of common stock were issued in a private placement to a limited partner of the Operating Partnership, an accredited investor, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 38 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2023 to October 31, 2023 — $ — — $ 278,707,048 November 1, 2023 to November 30, 2023 — — — $ 278,707,048 December 1, 2023 to December 31, 2023 — — — $ 278,707,048 — $ — — (1) On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant. 39 ITEM 6.

The historical information set forth below is not necessarily indicative of future performance. 37 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2023 S&P, a division of The McGraw-Hill Companies Inc.

The historical information set forth below is not necessarily indicative of future performance. 37 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2024 S&P, a division of The McGraw-Hill Companies Inc.

The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs that include the Company. The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2017.

To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2022 and 2021 quarterly dividends in cash.

Stock Performance Graph The following graph provides a comparison, from December 31, 2017 through December 31, 2022, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.

Stock Performance Graph The following graph provides a comparison, from December 31, 2018 through December 31, 2023, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 22, 2023, there were approximately 586 stockholders of record.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 22, 2024, there were approximately 543 stockholders of record.

Added

All rights reserved. 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 The Macerich Company 100.00 67.83 31.00 52.24 35.77 52.17 S&P Midcap 400 Index 100.00 126.20 143.44 178.95 155.58 181.15 FTSE Nareit Equity Retail Index 100.00 110.65 82.78 125.75 109.04 120.56 Recent Sales of Unregistered Securities On November 2, 2023, the Company, as general partner of the Operating Partnership, issued 165,384 shares of common stock of the Company, upon the redemption of an aggregate of 165,384 common partnership units of the Operating Partnership.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

123 edited+50 added−64 removed43 unchanged

2022 filing

2023 filing

Biggest changeThe following reconciles net (loss) income attributable to the Company to FFO and FFO—diluted attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, net and costs related to shareholder activism for the years ended December 31, 2022, 2021, 2020, 2019 and 2018 (dollars and shares in thousands): 2022 2021 2020 2019 2018 Net (loss) income attributable to the Company $ (66,068) $ 14,263 $ (230,203) $ 96,820 $ 60,020 Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: Noncontrolling interests in the Operating Partnership (2,660) 714 (16,822) 7,131 4,407 (Gain) loss on sale or write down of consolidated assets, net (7,698) (75,740) 68,112 11,909 31,825 Loss on remeasurement of consolidated assets — — 163,298 — — Add: gain on undepreciated asset sales or write-down from consolidated assets 16,091 19,461 7,777 3,829 4,884 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets (2,000) (2,200) (4,154) — — Add: noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 6,287 9,732 (120) (2,822) 580 Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 19,397 4,931 (6) 462 (2,993) Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 7,794 93 — — 666 Depreciation and amortization on consolidated assets 291,612 311,129 319,619 330,726 327,436 Less: noncontrolling interests in depreciation and amortization—consolidated assets (21,592) (29,239) (15,517) (15,124) (14,793) Depreciation and amortization—unconsolidated joint ventures(1) 176,303 182,956 199,680 189,728 174,952 Less: depreciation on personal property (12,834) (12,955) (15,734) (15,997) (13,699) FFO attributable to common stockholders and unit holders—basic and diluted 404,632 423,145 475,930 606,662 573,285 Financing expense in connection with Chandler Freehold 32,902 (955) (136,425) (69,701) (8,849) FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 437,534 422,190 339,505 536,961 564,436 Loss on extinguishment of debt, net—consolidated assets — 1,007 — 351 — Costs related to shareholder activism — — — — 19,369 FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, extinguishment of debt, net and costs related to shareholder activism—diluted $ 437,534 $ 423,197 $ 339,505 $ 537,312 $ 583,805 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 223,678 207,991 156,920 151,755 151,502 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — 2 FFO attributable to common stockholders and unit holders—diluted(3) 223,678 207,991 156,920 151,755 151,504 54 _______________________________________________________________________________ (1) Unconsolidated assets are presented at the Company's pro rata share.

Biggest changeThe following reconciles net (loss) income attributable to the Company to FFO and FFO—diluted attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net and accrued default interest expense for the years ended December 31, 2023, 2022, 2021, 2020 and 2019 (dollars and shares in thousands): 53 2023 2022 2021 2020 2019 Net (loss) income attributable to the Company $ (274,065) $ (66,068) $ 14,263 $ (230,203) $ 96,820 Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: Noncontrolling interests in the Operating Partnership (11,389) (2,660) 714 (16,822) 7,131 Loss (gain) on sale or write down of consolidated assets, net 134,523 (7,698) (75,740) 68,112 11,909 Loss on remeasurement of consolidated assets — — — 163,298 — Add: gain on undepreciated asset sales or write-down from consolidated assets 3,705 16,091 19,461 7,777 3,829 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets — (2,000) (2,200) (4,154) — Add: noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 2,224 6,287 9,732 (120) (2,822) Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 136,377 19,397 4,931 (6) 462 Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 7,102 7,794 93 — — Depreciation and amortization on consolidated assets 282,361 291,612 311,129 319,619 330,726 Less: noncontrolling interests in depreciation and amortization—consolidated assets (11,938) (21,592) (29,239) (15,517) (15,124) Depreciation and amortization—unconsolidated joint ventures(1) 170,199 176,303 182,956 199,680 189,728 Less: depreciation on personal property (7,987) (12,834) (12,955) (15,734) (15,997) FFO attributable to common stockholders and unit holders—basic and diluted 431,112 404,632 423,145 475,930 606,662 Financing expense in connection with Chandler Freehold (26,311) 32,902 (955) (136,425) (69,701) FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 404,801 437,534 422,190 339,505 536,961 (Gain) loss on extinguishment of debt, net—consolidated assets (8,208) — 1,007 — 351 Accrued default interest expense 6,417 — — — — FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net and accrued default interest expense—diluted $ 403,010 $ 437,534 $ 423,197 $ 339,505 $ 537,312 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 224,501 223,678 207,991 156,920 151,755 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — — FFO attributable to common stockholders and unit holders—diluted(3) 224,501 223,678 207,991 156,920 151,755 _______________________________________________________________________________ (1) Unconsolidated assets are presented at the Company's pro rata share.

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

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

The National Association of Real Estate Investment Trusts ("Nareit") defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures.

The National Association of Real Estate Investment Trusts defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures.

Non-Same Centers for comparison purposes include those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties").

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.

Further, 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.

On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100.0 million, resulting in a gain on sale of assets of approximately $5.6 million. Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5% ownership interest.

Dispositions: On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100.0 million, resulting in a gain on sale of assets of approximately $5.6 million. Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5% ownership interest.

Above or below-market leases are classified in deferred charges and other assets 43 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.

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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs. Inflation: Most of the leases at the Centers have rent adjustments periodically throughout the lease term.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs. 43 Inflation: Most of the leases at the Centers have rent adjustments periodically throughout the lease term.

(3) The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the convertible senior notes using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO-diluted computation.

On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 that has been exercised. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.

Financing Activities: On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 that has been exercised. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.

The Company believes that such a presentation also provides investors with a meaningful measure of its operating results in comparison to the operating results of other REITs.

The Company believes that such a presentation also provides investors with a more meaningful measure of its operating results in comparison to the operating results of other REITs.

These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "Redevelopment and Development Activities" in Management's Overview and Summary), and include square footage of Centers owned by joint ventures at the Company’s share. 2023 lease expirations continue to be an important focal point for the Company.

These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "Redevelopment and Development Activities" in Management's Overview and Summary), and include square footage of Centers owned by joint ventures at the Company’s share. 2024 lease expirations continue to be an important focal point for the Company.

Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2022, 2021 and 2020.

The loan bears interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2024. The joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the loan at closing.

These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index. In addition, the routine expiration of leases for spaces 10,000 square feet and under each year (See "Item I.

Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2021 to the results of operations and cash flows for the year ended December 31, 2020. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2022 to the results of operations and cash flows for the year ended December 31, 2021. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

The Company believes that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP, and is not indicative of cash available to fund all cash flow needs.

The Company believes that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income (loss) as defined by GAAP, and is not indicative of cash available to fund all cash 52 flow needs.

The Company believes that diversity of use within its tenant base will be a prominent internal growth catalyst at its Centers going forward, as new uses enhance the productivity and diversity of the tenant mix and have the potential to significantly increase customer traffic at the applicable Centers.

The Company believes that diversity of use within its tenant base has been, and will continue to be, a prominent internal growth catalyst at its Centers going forward, as new uses enhance the productivity and diversity of the tenant mix and have the potential to significantly increase customer traffic at the applicable Centers.

(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2022, 2021, 2020, 2019 and 2018, there were 8.6 million, 9.9 million, 10.7 million, 10.4 million and 10.4 million OP Units outstanding, respectively.

(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2023, 2022, 2021, 2020 and 2019, there were 9.0 million, 8.6 million, 9.9 million, 10.7 million and 10.4 million OP Units outstanding, respectively.

On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.70% and matures on February 9, 2025, including extension options.

The Company also cautions that FFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts. 53 Funds From Operations ("FFO") (Continued) Management compensates for the limitations of FFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and a reconciliation of net (loss) income to FFO and FFO—diluted.

The Company also cautions that FFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts. Management compensates for the limitations of FFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and a reconciliation of net (loss) income to FFO and FFO—diluted.

As of December 31, 2022, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.

As of December 31, 2023, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active. See “Item 7.

It compares the results of operations and cash flows for the year ended December 31, 2022 to the results of operations and cash flows for the year ended December 31, 2021.

It compares the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022.

For a reconciliation of net (loss) income attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt , see "Funds From Operations ("FFO")" below.

For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–diluted, and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain on extinguishment of debt and accrued default interest expense–diluted, see "Funds From Operations ("FFO")" below.

Inflation is expected to have a negative impact on the Company's costs in 2022 and 2023.

Inflation is expected to have a negative impact on the Company's costs in 2023 and 2024.

The Company is redeveloping an approximately 150,000 square foot, three-level space (formerly occupied by Bloomingdale’s and Arclight Theatre) at Santa Monica Place, a 534,000 square foot regional town center in Santa Monica, California, with an entertainment destination use, high-end fitness, and other retail uses. The total cost of the project is estimated to be between $35.0 million and $40.0 million.

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

On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a floating rate of LIBOR plus 4.15% (converted to SOFR plus 4.26% on April 7, 2023) and matures on November 9, 2026, including extension options.

These 51 Regional Town Centers, community/power shopping centers, office and redevelopment properties consist of approximately 47 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2.

These 47 Regional Town Centers, community/power shopping centers and one redevelopment property consist of approximately 46 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2.

The Company continues to renew or replace leases that are scheduled to expire in 2023, however, for a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2023 or beyond.

The Company continues to renew or replace leases that are scheduled to expire in 2024, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2024 or beyond.

The Company used the net cash proceeds of approximately $100.1 million to pay down debt (See "Liquidity and Capital Resources"). On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture.

The Company used the net cash proceeds of approximately $100.1 million to pay down debt. 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.

During the year ended December 31, 2022, the Company signed deals for new stores with new-to-Macerich portfolio uses for over 440,000 square feet, with another 210,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.

During the year ended December 31, 2023, the Company signed deals for new stores with new-to-Macerich portfolio uses for over 600,000 square feet, with another 140,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.

During the year ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions for aggregate proceeds of $60.3 million (at the Company's share), which the Company used to pay down debt and for other general corporate purposes.

During the year ended December 31, 2023, the Company and certain joint venture partners sold various land parcels in separate transactions for aggregate proceeds of $16.4 million (at the Company's share), which the Company used to pay down debt and for other general corporate purposes.

The Company used the $95.3 million of net proceeds from the sale to pay down its line of credit (See "Liquidity and Capital Resources"). On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165.3 million, resulting in a gain on sale of assets of approximately $117.2 million.

The Company used the $95.3 million of net proceeds from the sale to pay down its line of credit. 40 On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165.3 million, resulting in a gain on sale of assets of approximately $117.2 million.

The Company's pro rata share of the results from these Centers is reflected in the consolidated statements of operations as equity in income (loss) of unconsolidated joint ventures.

Unconsolidated joint ventures are reflected using the equity method of accounting. The Company's pro rata share of the results from these Centers is reflected in the consolidated statements of operations as equity in income (loss) of unconsolidated joint ventures.

During the trailing twelve months ended December 31, 2022, comparable tenant sales for spaces less than 10,000 square feet across the portfolio increased by 2.8% compared to the time frame in 2021.

During the trailing twelve months ended December 31, 2023, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 1.8% compared to the time frame in 2022.

Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2022 were $869 compared to $801 for the pre-pandemic trailing twelve months ended December 31, 2019.

Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2023 were $836 compared to $869 for the twelve months ended December 31, 2022.

Additionally, as of December 31, 2022, the Company was contingently liable for $40.9 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2022, $40.7 million of these letters of credit were secured by restricted cash.

Additionally, as of December 31, 2023, the Company was contingently liable for $41.0 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2023, $40.8 million of these letters of credit were secured by restricted cash.

As of December 31, 2022, the Company’s portfolio leased occupancy was 92.6%, which has increased 4.1% in the past seven quarters since the pandemic-driven low of 88.5% as of March 31, 2021. The Company continues to make progress addressing the near-term maturities of its non-recourse mortgage debt, as further described below.

As of December 31, 2023, the Company’s portfolio leased occupancy was 93.5%, which has increased 5.0% in the past eleven quarters since the pandemic-driven low of 88.5% as of March 31, 2021. The Company continues to make progress addressing the near-term maturities of its non-recourse mortgage debt, as further described below.

Acquisitions: 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 $24.5 million.

Acquisitions: 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 for a total purchase price of $24.5 million.

The leased occupancy rate of 92.6% at December 31, 2022 represented a 1.1% increase from 91.5% at December 31, 2021 and a 0.5% sequential increase compared to the 92.1% occupancy rate at September 30, 2022.

The leased occupancy rate of 93.5% at December 31, 2023 represented a 0.9% increase from 92.6% at December 31, 2022 and a 0.1% sequential increase compared to the 93.4% occupancy rate at September 30, 2023.

Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $39.5 million of the total $78.9 million incurred by the joint venture as of December 31, 2023.

On each of February 1, 2021 and March 26, 2021, the Company registered a separate "at the market" offering program, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under each ATM Program, or a total of $1.0 billion under the ATM Programs, in amounts and at times to be determined by the Company.

On March 26, 2021, the Company registered an "at the market" offering program, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under the ATM Program, in amounts and at times to be determined by the Company.

These leases that are scheduled to expire represent approximately 1.0 million square feet of the Centers, accounting for 18.14% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2022.

These leases that are scheduled to expire represent approximately 1.3 million square feet of the Centers, accounting for 21.32% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2023.

The Company has incurred approximately $5.2 million as of December 31, 2023. The anticipated opening will happen in phases beginning in 2024 through 2025. The Company’s joint venture in Scottsdale Fashion Square, an approximately 1,871,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.

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—Acquisitions in the Notes to the Consolidated Financial Statements). Dispositions: The financial statements reflect the following dispositions and changes in ownership subsequent to the occurrence of each transaction.

Funds From Operations ("FFO") The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO -diluted as supplemental measures for the real estate industry and a supplement to GAAP measures.

(3) See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements. Funds From Operations ("FFO") The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO -diluted as supplemental measures for the real estate industry and a supplement to GAAP measures.

This leasing volume represented a 19% increase in the number of leases and a 10% increase in the amount of square footage leased compared to the same period in 2021 on a comparable basis.

This leasing volume represented a 13% decrease in the number of leases and a 12% increase in the amount of square footage leased compared to the same period in 2022 on a comparable basis.

Comparison of Years Ended December 31, 2021 and 2020 Revenues: Leasing revenue increased by $47.2 million, or 6.4%, from 2020 to 2021. The increase in leasing revenue is attributed to increases of $23.2 million from the Same Centers and $31.8 million from the JV Transition Centers offset in part by $7.8 million from the Disposition Properties.

Comparison of Years Ended December 31, 2023 and 2022 Revenues: Leasing revenue increased by $8.5 million, or 1.1%, from 2022 to 2023. The increase in leasing revenue is attributed to increases of $5.0 million from the Same Centers and $6.4 million from the JV Transition Centers offset in part by $2.9 million from the Disposition Properties.

The majority of the Company's debt consists of fixed-rate conventional mortgage notes collateralized by individual properties. The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand, with the exception of the loan on Towne Mall.

During 2022, the Company signed 974 new and renewal leases for approximately 3.8 million square feet, compared to 816 leases and 3.4 million square feet signed during 2021.

During 2023, the Company signed 839 new and renewal leases for approximately 4.2 million square feet, compared to 963 leases and 3.8 million square feet signed during 2022.

On December 9, 2022, the Company extended the maturity date on the $300.0 million loan on Santa Monica Place to December 9, 2025, including extension options. The loan bears interest at a floating interest rate of LIBOR plus 1.48%.

On December 9, 2022, the Company extended the maturity date on the $300.0 million loan on Santa Monica Place to December 9, 2025, including extension options. The loan previously bore interest at a floating interest rate of LIBOR plus 1.48% and converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.

Uses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2022 2021 2020 Consolidated Centers: Acquisitions of property, building improvement and equipment $ 49,459 $ 18,715 $ 9,570 Development, redevelopment, expansion and renovation of Centers 55,493 46,341 38,405 Tenant allowances 25,045 22,101 12,413 Deferred leasing charges 2,443 2,585 3,044 $ 132,440 $ 89,742 $ 63,432 Joint Venture Centers (at the Company's pro rata share): Acquisitions of property, building improvement and equipment $ 13,222 $ 18,803 $ 6,497 Development, redevelopment, expansion and renovation of Centers 74,592 48,512 109,902 Tenant allowances 16,757 11,594 4,804 Deferred leasing charges 4,057 2,881 2,111 $ 108,628 $ 81,790 $ 123,314 The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be comparable to 2022.

Uses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2023 2022 2021 Consolidated Centers: Acquisitions of property, building improvement and equipment $ 83,025 $ 49,459 $ 18,715 Development, redevelopment, expansion and renovation of Centers 94,601 55,493 46,341 Tenant allowances 27,083 25,045 22,101 Deferred leasing charges 5,595 2,443 2,585 $ 210,304 $ 132,440 $ 89,742 Joint Venture Centers (at the Company's pro rata share): Acquisitions of property, building improvement and equipment $ 17,628 $ 13,222 $ 18,803 Development, redevelopment, expansion and renovation of Centers 58,091 74,592 48,512 Tenant allowances 18,533 16,757 11,594 Deferred leasing charges 4,644 4,057 2,881 $ 98,896 $ 108,628 $ 81,790 The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be comparable to 2023.

The Company excludes from its definition of FFO the noted expenses related to the changes in fair value and for the payments to the joint venture partner less than or in excess of their pro rata share of net income. The Company also presents FFO excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt.

In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold and non-routine costs associated with extinguishment of debt and costs related to shareholder activism provide useful supplemental information regarding the Company’s performance as they show a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results.

In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold, and impact associated with extinguishment of debt and accrued default interest expense provides useful supplemental information regarding the Company’s performance as it shows a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results.

The Company expects to incur approximately $150.0 million during 2023 for development, redevelopment, expansion and renovations.

The Company expects to incur approximately $160 million to $180 million during 2024 for development, redevelopment, expansion and renovations.

Releasing spreads increased as the Company executed leases at an average rent of $60.48 for new and renewal leases executed compared to $58.16 on leases expiring, resulting in a releasing spread increase of $2.32 per square foot, or 4%, for the trailing twelve months ended December 31, 2022.

Releasing spreads increased as the Company executed leases at an average rent of $61.00 for new and renewal leases executed compared to $52.04 on leases expiring, resulting in a releasing spread increase of $8.96 per square foot, or 17%, for the trailing twelve months ended December 31, 2023.

The decrease in shopping center and operating expenses is attributed to decreases of $1.2 million from the Same Centers and $4.6 million from the Disposition Properties, offset in part by an increase of $0.7 million from the JV Transition Centers.

Shopping Center and Operating Expenses: Shopping center and operating expenses decreased $1.5 million, or 0.5%, from 2022 to 2023. The decrease in shopping center and operating expenses is attributed to a decrease of $4.5 million from the Same Centers offset in part by increases of $1.4 million from the Disposition Properties and $1.6 million from the JV Transition Centers.

The Company has been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions.

The capital and credit markets can fluctuate and, at times, limit access to debt and equity financing for companies. The Company has been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions.

Many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions, including periods of economic slowdown or recession. The Company expects to incur increased interest expense from the refinancing or extension of loans that may currently carry below-market interest rates.

As of December 31, 2022, the Operating Partnership owned or had an ownership interest in 44 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), five community/power shopping centers, one office property and one redevelopment property.

The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2023, the Operating Partnership owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.

The decrease in depreciation and amortization is primarily attributed to a decrease of $10.9 million from the Same Centers and $9.7 million from the Disposition Properties offset in part by an increase of $1.1 million from the JV Transition Centers. Interest Expense (Income): Interest expense (income) increased $24.2 million from 2021 to 2022.

The decrease in depreciation and amortization is attributed to decreases of $10.3 million from the Same Centers and $2.0 million from the Disposition Properties offset in part by an increase of $3.0 million from the JV Transition Centers. Interest Expense: Interest expense decreased $43.9 million from 2022 to 2023.

On April 29, 2022, the Company replaced the existing $110.6 million loan on Pacific View with a new $72.0 million loan that bears interest at a fixed rate of 5.29% and matures on May 6, 2032.

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 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.

For the comparison of the year ended December 31, 2022 to the year ended December 31, 2021, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2021 to the year ended December 31, 2020, the JV Transition Centers are Fashion District Philadelphia and Sears South Plains.

For the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2022 to the year ended December 31, 2021, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall.

As of December 31, 2022, the borrowing rate was LIBOR plus 2.25%. As of December 31, 2022, borrowings under the credit facility were $171.0 million less unamortized deferred finance costs of $7.9 million for the revolving loan facility at a total interest rate of 8.08%.

As of December 31, 2023, the borrowing rate was SOFR plus a spread of 2.35%. As of December 31, 2023, borrowings under the credit facility were $105.0 million less unamortized deferred finance costs of $15.5 million for the revolving loan facility at a total effective interest rate of 8.57%.

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 Company’s overall leverage level.

As of December 31, 2022, the leased occupancy rate increased to 92.6%, a 1.1% increase compared to the leased occupancy rate of 91.5% at December 31, 2021 and a 0.5% sequential increase compared to the leased occupancy rate of 92.1% at September 30, 2022.

As of December 31, 2023, the leased occupancy rate increased to 93.5%, a 0.9% increase compared to the leased occupancy rate of 92.6% at December 31, 2022 and a 0.1% sequential increase compared to the leased occupancy rate of 93.4% at September 30, 2023. Many of the Company’s leases contain co-tenancy clauses.

Funds From Operations ("FFO"): Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt increased 24.7% from $339.5 million in 2020 to $423.2 million in 2021.

Funds From Operations ("FFO"): Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain on extinguishment of debt and accrued default interest expense decreased 7.9% from $437.5 million in 2022 to $403.0 million in 2023.

The Company used its share of the proceeds from these sales of $46.5 million to pay down debt and for other general corporate purposes. 40 For the twelve months ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $23.9 million.

For the twelve months ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $23.9 million.

On November 14, 2022, the Company’s joint venture in Washington Square extended the maturity date on the $503.0 million loan on the property to November 1, 2026, including extension options.

The interest rate remained unchanged at 5.5%, and the Company repaid $10.0 million of the outstanding loan balance at closing. On November 14, 2022, the Company’s joint venture in Washington Square extended the maturity date on the $503.0 million loan on the property to November 1, 2026, including extension options.

Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2023.

The increase in cash used in investing activities is primarily attributed to a decrease in proceeds from the sale of assets of $287.1 million offset in part by an increase of $37.4 million in distributions from unconsolidated joint ventures and $21.0 million in proceeds from collection of receivable in connection with sale of joint venture property.

The increase in cash provided by investing activities is primarily attributed to an increase in distributions from unconsolidated joint ventures of $169.6 offset in part by decreases in proceeds from the sale of assets of $14.9 million, $21.0 million in proceeds from collection of receivable in connection with sale of joint venture property, increases in acquisitions of property of $22.1 million, development, redevelopment and renovation of $35.8 million and property improvements of $21.9 million.

Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income and the provision for bad debts. The amortization of above and below-market leases decreased from $2.1 million in 2020 to $1.9 million in 2021. The amortization of straight-line rents decreased from $24.8 million in 2020 to $5.9 million in 2021.

Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases increased from $2.2 million in 2022 to $3.1 million in 2023. The amortization of straight-line rents decreased from $(0.8) million in 2022 to $(4.6) million in 2023.

Similar traffic trends were generally consistent throughout all of 2022 when compared to pre-pandemic 2019. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2022 increased by 2.8% compared to the same period in 2021.

Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2023 decreased by 1.8% compared to the same period in 2022.

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.

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. 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.

Operating Activities: 48 Cash provided by operating activities increased $51.1 million from 2021 to 2022. The increase is primarily due to the changes in assets and liabilities and the results, as discussed above. Investing Activities: Cash used in investing activities increased $236.4 million from 2021 to 2022.

Cash Flows from Operating Activities: Cash provided by operating activities decreased $42.0 million from 2022 to 2023. The decrease is primarily due to the changes in assets and liabilities and the results, as discussed above. Cash Flows from Investing Activities: Cash provided by investing activities increased $53.9 million from 2022 to 2023.

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. 44 Results of Operations Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (each as defined below).

Results of Operations Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (each as defined below).

In addition, increases in the Company's proportion of floating rate debt will cause it to be subject to interest rate fluctuations in the future. 51 The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2022 was $6.81 billion (consisting of $4.40 billion of consolidated debt, less $0.41 billion of noncontrolling interests, plus $2.82 billion of its pro rata share of unconsolidated joint venture debt).

The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2023 was $6.92 billion (consisting of $4.23 billion of consolidated debt, less $0.16 billion of noncontrolling interests, plus $2.85 billion of its pro rata share of unconsolidated joint venture debt).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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2022 filing

2023 filing

Biggest changeThe following table sets forth information as of December 31, 2022 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands): Expected Maturity Date For the years ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate(1) $ 517,585 $ 530,491 $ 608,383 $ 538,780 $ 1,682 $ 1,527,758 $ 3,724,679 $ 3,385,936 Average interest rate 4.55 % 4.39 % 3.49 % 3.55 % 4.82 % 4.05 % 4.01 % Floating rate(1)(2) 132,820 267,927 300,000 — — — 700,747 679,550 Average interest rate 6.91 % 7.15 % 5.79 % — % — % — % 6.53 % Total debt—Consolidated Centers $ 650,405 $ 798,418 $ 908,383 $ 538,780 $ 1,682 $ 1,527,758 $ 4,425,426 $ 4,065,486 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate(3) $ 333,870 $ 371,432 $ 240,112 $ 743,959 $ 386,594 $ 665,795 $ 2,741,762 $ 2,591,309 Average interest rate 3.42 % 4.15 % 5.47 % 5.52 % 3.99 % 3.86 % 4.46 % Floating rate 11,500 79,150 — — — — 90,650 86,941 Average interest rate 6.23 % 5.75 % — % — % — % — % 5.81 % Total debt—Unconsolidated Joint Venture Centers $ 345,370 $ 450,582 $ 240,112 $ 743,959 $ 386,594 $ 665,795 $ 2,832,412 $ 2,678,250 _______________________________________________________________________________ (1) On January 3, 2023, the Company closed a $370 million, five-year refinance of the combined loans that formerly encumbered Green Acres Mall and Green Acres Commons (See “Financing Activity” in Management’s Overview and Summary).

Biggest changeThe following table sets forth information as of December 31, 2023 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands): Expected Maturity Date For the years ending December 31, 2024 2025 2026 2027 2028 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate(1) $ 739,859 $ 608,383 $ 538,780 $ 1,682 $ 378,336 $ 1,519,423 $ 3,786,463 $ 3,494,872 Average interest rate 5.17 % 3.49 % 3.55 % 4.82 % 5.86 % 4.05 % 4.29 % Floating rate(2) 70,820 300,000 — — 105,000 — 475,820 480,110 Average interest rate 8.94 % 6.88 % — % — % 7.99 % — % 7.43 % Total debt—Consolidated Centers $ 810,679 $ 908,383 $ 538,780 $ 1,682 $ 483,336 $ 1,519,423 $ 4,262,283 $ 3,974,982 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate $ 42,046 $ 243,253 $ 780,794 $ 386,587 $ 1,023,872 $ 346,928 $ 2,823,480 $ 2,649,330 Average interest rate 4.48 % 5.44 % 5.30 % 3.99 % 5.62 % 3.84 % 5.06 % Floating rate(3) 11,500 — 32,500 221 999 — 45,220 46,626 Average interest rate 7.33 % — % 9.62 % 8.35 % 8.10 % — % 9.00 % Total debt—Unconsolidated Joint Venture Centers $ 53,546 $ 243,253 $ 813,294 $ 386,808 $ 1,024,871 $ 346,928 $ 2,868,700 $ 2,695,956 _______________________________________________________________________________ (1) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million, ten-year, fixed rate loan (See “Financing Activity” in Management’s Overview and Summary).

If LIBOR/SOFR for these respective loans thereafter no longer exceeds the Strike Rate, then these loans would once again be considered floating rate debt.

If SOFR for these respective loans thereafter no longer exceeds the Strike Rate, then these loans would once again be considered floating rate debt.

In addition, the method of computing fair value for mortgage notes payable included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt (See Note 10—Mortgage Notes Payable and Note 11—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements).

As of December 31, 2022, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).

As of December 31, 2023, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).

The respective loans each require an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating loan rate index (i.e., LIBOR or SOFR) for the loans can rise.

The respective loans each require an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating loan rate index (i.e., SOFR) for the loans can rise.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2022 and 2021 was $2.7 billion and $2.8 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2022 and 55 2021 was 4.46% and 3.83%, respectively.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2023 and 2022 was $2.8 billion and $2.7 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2023 and 2022 was 5.06% and 4.46%, respectively.

As of the date of this report, LIBOR/SOFR for each of these loans exceeded the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If LIBOR/SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.

As of the date of this Annual Report on Form 10-K, SOFR for each of these loans 55 exceeded the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.

In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $7.9 million per year based on $791.4 million of floating rate debt outstanding at December 31, 2022.

In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $5.2 million per year based on $521.0 million of floating rate debt outstanding at December 31, 2023.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2022 and 2021 was $90.7 million and $104.3 million, respectively. The average interest rate on such floating rate debt at December 31, 2022 and 2021 was 5.81% and 2.60%, respectively.

The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2023 and 2022 was $45.2 million and $90.7 million, respectively. The average interest rate on such floating rate debt at December 31, 2023 and 2022 was 9.00% and 5.81%, respectively.

The average interest rate on such fixed rate debt at December 31, 2022 and 2021 was 4.01% and 3.94%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2022 and 2021 was $0.7 billion. The average interest rate on such floating rate debt at December 31, 2022 and 2021 was 6.53% and 2.61%, respectively.

The average interest rate on such fixed rate debt at December 31, 2023 and 2022 was 4.29% and 4.01%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2023 and 2022 was $0.5 billion and $0.7 billion, respectively. The average interest rate on such floating rate debt at December 31, 2023 and 2022 was 7.43% and 6.53%, respectively.

The Company does not expect that the costs of converting any remaining LIBOR-based loans to SOFR-based loans to be significant. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Refer to the Financial Statements and Financial Statement Schedules for the required information appearing in Item 15. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Refer to the Financial Statements and Financial Statement Schedules for the required information appearing in Item 15. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

(2) On January 20, 2023, the Company exercised its one-year extension option of the Fashion District Philadelphia loan to January 22, 2024 and repaid $26.1 million of the outstanding loan balance at closing (See “Financing Activity” in Management’s Overview and Summary).

(2) On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million matures on April 21, 2024 (See “Financing Activity” in Management’s Overview and Summary).

The Company expects the joint venture to close this refinancing during the first quarter of 2023, subject to negotiating final documentation and customary closing conditions (See "Financing Activity" in Management's Overview and Summary). The Consolidated Centers' total fixed rate debt at December 31, 2022 and 2021 was $3.7 billion and $3.8 billion, respectively.

(3) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million, five-year, floating rate loan (See "Financing Activity" in Management's Overview and Summary). The Consolidated Centers' total fixed rate debt at December 31, 2023 and 2022 was $3.8 billion and $3.7 billion, respectively.

Removed

(3) The Company's joint venture in Scottsdale Fashion Square expects to replace the existing $406.0 million mortgage loan on the property with a $700.0 million, five-year, fixed rate loan.

Removed

The Company expects that all LIBOR settings relevant to it will cease to be published or will no longer be representative after June 30, 2023.

Removed

The discontinuation of LIBOR will not affect the Company’s ability to borrow or maintain already outstanding borrowings or hedging transactions, but if the Company’s contracts indexed to LIBOR, including certain contracts governing the variable rate debt of the Company and its joint ventures and the Company’s interest rate caps, are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest or hedging costs that are higher than if LIBOR remained available.

Removed

It is not yet possible to predict the magnitude of LIBOR’s end on the Company’s borrowing costs given the remaining uncertainty about which rates will replace LIBOR. As of December 31, 2022, each of the agreements governing the Company’s variable rate debt provides for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

Top changes in MACERICH CO's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other MAC 10-K year-over-year comparisons