UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20222023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No.: 1-12504
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
Maryland95-4448705
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
401 Wilshire Boulevard,Suite 700,Santa Monica,California90401
(Address of principal executive office)(Zip Code)
(310) 394-6000
 (Registrant's telephone number, including area code)
N/A
 (Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $0.01 Par ValueMACNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (90) days. Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding twelve (12) months (or for such shorter period that the registrant was required to submit such files). Yes         No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated FilerNon-Accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No
Number of shares outstanding as of May 9, 20225, 2023 of the registrant's common stock, par value $0.01 per share: 214,645,240215,095,210 shares








THE MACERICH COMPANY
FORM 10-Q
INDEX
Part IFinancial Information 
Part IIOther Information 

2

Table of Contents

THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
(Unaudited)
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
ASSETS:ASSETS:  ASSETS:  
Property, netProperty, net$6,223,984 $6,284,206 Property, net$6,091,914 $6,127,790 
Cash and cash equivalentsCash and cash equivalents128,244 112,454 Cash and cash equivalents112,173 100,320 
Restricted cashRestricted cash55,933 54,517 Restricted cash93,520 80,819 
Tenant and other receivables, netTenant and other receivables, net159,653 211,361 Tenant and other receivables, net160,782 183,593 
Right-of-use assets, netRight-of-use assets, net131,547 110,638 Right-of-use assets, net124,134 126,606 
Deferred charges and other assets, netDeferred charges and other assets, net242,890 254,908 Deferred charges and other assets, net238,191 247,424 
Due from affiliatesDue from affiliates4,177 — Due from affiliates7,891 3,299 
Investments in unconsolidated joint venturesInvestments in unconsolidated joint ventures1,263,252 1,317,571 Investments in unconsolidated joint ventures1,088,906 1,224,288 
Total assetsTotal assets$8,209,680 $8,345,655 Total assets$7,917,511 $8,094,139 
LIABILITIES AND EQUITY:LIABILITIES AND EQUITY:  LIABILITIES AND EQUITY:  
Mortgage notes payableMortgage notes payable$4,414,557 $4,423,554 Mortgage notes payable$4,203,678 $4,240,596 
Bank and other notes payableBank and other notes payable63,388 104,811 Bank and other notes payable71,694 163,117 
Accounts payable and accrued expensesAccounts payable and accrued expenses58,011 59,228 Accounts payable and accrued expenses59,558 63,107 
Due to affiliates— 327 
Lease liabilitiesLease liabilities101,236 80,711 Lease liabilities92,006 94,911 
Other accrued liabilitiesOther accrued liabilities216,935 254,279 Other accrued liabilities306,916 318,745 
Distributions in excess of investments in unconsolidated joint venturesDistributions in excess of investments in unconsolidated joint ventures130,518 127,608 Distributions in excess of investments in unconsolidated joint ventures196,909 121,093 
Financing arrangement obligationFinancing arrangement obligation121,531 118,988 Financing arrangement obligation131,336 143,221 
Total liabilitiesTotal liabilities5,106,176 5,169,506 Total liabilities5,062,097 5,144,790 
Commitments and contingenciesCommitments and contingencies00Commitments and contingencies
Equity:Equity:  Equity:  
Stockholders' equity:Stockholders' equity:  Stockholders' equity:  
Common stock, $0.01 par value, 500,000,000 shares authorized at March 31, 2022 and December 31, 2021, and 214,901,377 and 214,797,057 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively2,148 2,147 
Common stock, $0.01 par value, 500,000,000 shares authorized at March 31, 2023 and December 31, 2022, and 215,361,920 and 215,241,129 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectivelyCommon stock, $0.01 par value, 500,000,000 shares authorized at March 31, 2023 and December 31, 2022, and 215,361,920 and 215,241,129 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively2,152 2,151 
Additional paid-in capitalAdditional paid-in capital5,493,662 5,488,440 Additional paid-in capital5,511,513 5,506,084 
Accumulated deficitAccumulated deficit(2,513,179)(2,443,696)Accumulated deficit(2,738,525)(2,643,094)
Accumulated other comprehensive income (loss)(24)
Accumulated other comprehensive incomeAccumulated other comprehensive income752 632 
Total stockholders' equityTotal stockholders' equity2,982,638 3,046,867 Total stockholders' equity2,775,892 2,865,773 
Noncontrolling interestsNoncontrolling interests120,866 129,282 Noncontrolling interests79,522 83,576 
Total equityTotal equity3,103,504 3,176,149 Total equity2,855,414 2,949,349 
Total liabilities and equityTotal liabilities and equity$8,209,680 $8,345,655 Total liabilities and equity$7,917,511 $8,094,139 
   The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
For the Three Months Ended March 31, For the Three Months Ended March 31,
20222021 20232022
Revenues:Revenues:  Revenues:  
Leasing revenueLeasing revenue$203,412 $179,535 Leasing revenue$199,045 $203,412 
OtherOther6,327 5,321 Other9,054 6,327 
Management CompaniesManagement Companies6,405 5,568 Management Companies6,755 6,405 
Total revenuesTotal revenues216,144 190,424 Total revenues214,854 216,144 
Expenses:Expenses:  Expenses:  
Shopping center and operating expensesShopping center and operating expenses72,920 76,155 Shopping center and operating expenses70,487 72,920 
Leasing expensesLeasing expenses7,611 5,166 Leasing expenses9,656 7,611 
Management Companies' operating expensesManagement Companies' operating expenses16,945 14,843 Management Companies' operating expenses18,900 16,945 
REIT general and administrative expensesREIT general and administrative expenses6,862 8,087 REIT general and administrative expenses6,980 6,862 
Depreciation and amortizationDepreciation and amortization72,856 78,396 Depreciation and amortization71,453 72,856 
177,194 182,647 177,476 177,194 
Interest expense:  
Interest (income) expense:Interest (income) expense:  
Related partiesRelated parties8,002 1,319 Related parties(9,407)8,002 
OtherOther43,859 52,577 Other48,830 43,859 
51,861 53,896 39,423 51,861 
Total expensesTotal expenses229,055 236,543 Total expenses216,899 229,055 
Equity in (loss) income of unconsolidated joint ventures(29,097)1,910 
Income tax expense(1,799)(2,238)
Gain (loss) on sale or write down of assets, net6,453 (21,283)
Equity in loss of unconsolidated joint venturesEquity in loss of unconsolidated joint ventures(61,810)(29,097)
Income tax benefit (expense)Income tax benefit (expense)1,882 (1,799)
Gain on sale or write down of assets, netGain on sale or write down of assets, net3,779 6,453 
Net lossNet loss(37,354)(67,730)Net loss(58,194)(37,354)
Less: net loss attributable to noncontrolling interests(172)(4,126)
Less: net income (loss) attributable to noncontrolling interestsLess: net income (loss) attributable to noncontrolling interests539 (172)
Net loss attributable to the CompanyNet loss attributable to the Company$(37,182)$(63,604)Net loss attributable to the Company$(58,733)$(37,182)
Loss per common share—attributable to common stockholders:Loss per common share—attributable to common stockholders:  Loss per common share—attributable to common stockholders:  
BasicBasic$(0.17)$(0.40)Basic$(0.27)$(0.17)
DilutedDiluted$(0.17)$(0.40)Diluted$(0.27)$(0.17)
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:  Weighted average number of common shares outstanding:  
BasicBasic214,819,000 158,580,000 Basic215,291,000 214,819,000 
DilutedDiluted214,819,000 158,580,000 Diluted215,291,000 214,819,000 
   The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Dollars in thousands, except per share amounts)
For the Three Months Ended March 31, For the Three Months Ended March 31,
20222021 20232022
Net lossNet loss$(37,354)$(67,730)Net loss$(58,194)$(37,354)
Other comprehensive income:Other comprehensive income:Other comprehensive income:
Interest rate cap/swap agreements31 2,694 
Interest rate cap agreementsInterest rate cap agreements120 31 
Comprehensive lossComprehensive loss(37,323)(65,036)Comprehensive loss(58,074)(37,323)
Less: net loss attributable to noncontrolling interests(172)(4,126)
Less: net income (loss) attributable to noncontrolling interestsLess: net income (loss) attributable to noncontrolling interests539 (172)
Comprehensive loss attributable to the CompanyComprehensive loss attributable to the Company$(37,151)$(60,910)Comprehensive loss attributable to the Company$(58,613)$(37,151)
   The accompanying notes are an integral part of these consolidated financial statements.




5

Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31, 20222023 and 20212022
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
(Loss) Income
Total
Stockholders'
Equity
  
 SharesPar
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2022214,797,057 $2,147 $5,488,440 $(2,443,696)$(24)$3,046,867 $129,282 $3,176,149 
Net loss(37,182)(37,182)(172)(37,354)
Interest rate cap agreement31 31 31 
Amortization of share and unit-based plans104,320 6,061 6,062 6,062 
Stock offerings, net— — (70)(70)(70)
Distributions paid ($0.15 per share)(32,301)(32,301)(32,301)
Distributions to noncontrolling interests— (9,013)(9,013)
Adjustment of noncontrolling interests in Operating Partnership(769)(769)769 — 
Balance at March 31, 2022214,901,377 $2,148 $5,493,662 $(2,513,179)$$2,982,638 $120,866 $3,103,504 
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
  
 SharesPar
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2023215,241,129 $2,151 $5,506,084 $(2,643,094)$632 $2,865,773 $83,576 $2,949,349 
Net (loss) income— — — (58,733)— (58,733)539 (58,194)
Interest rate cap agreements— — — — 120 120 — 120 
Amortization of share and unit-based plans120,791 5,971 — — 5,972 — 5,972 
Stock offerings, net— — (21)— (21)— (21)
Distributions paid ($0.17 per share)— — — (36,698)— (36,698)— (36,698)
Distributions to noncontrolling interests— — — — — — (5,114)(5,114)
Adjustment of noncontrolling interests in Operating Partnership— — (521)— — (521)521 — 
Balance at March 31, 2023215,361,920 $2,152 $5,511,513 $(2,738,525)$752 $2,775,892 $79,522 $2,855,414 
Stockholders' Equity   Stockholders' Equity  
Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
   Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
  
SharesPar
Value
Noncontrolling
Interests
Total
Equity
SharesPar
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2021149,770,575 $1,498 $4,603,378 $(2,339,619)$(8,208)$2,257,049 $188,211 $2,445,260 
Balance at January 1, 2022Balance at January 1, 2022214,797,057 $2,147 $5,488,440 $(2,443,696)$(24)$3,046,867 $129,282 $3,176,149 
Net lossNet loss— — — (63,604)— (63,604)(4,126)(67,730)Net loss— — — (37,182)— (37,182)(172)(37,354)
Interest rate cap/swap agreements— — — — 2,694 2,694 — 2,694 
Interest rate cap agreementInterest rate cap agreement— — — — 31 31 — 31 
Amortization of share and unit-based plansAmortization of share and unit-based plans94,753 5,030 — — 5,031 — 5,031 Amortization of share and unit-based plans104,320 6,061 — — 6,062 — 6,062 
Stock offerings, netStock offerings, net45,992,318 460 637,684 — — 638,144 — 638,144 Stock offerings, net— — (70)— — (70)— (70)
Distributions paid ($0.15 per share)Distributions paid ($0.15 per share)— — — (23,332)— (23,332)— (23,332)Distributions paid ($0.15 per share)— — — (32,301)— (32,301)— (32,301)
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — — (3,338)(3,338)Distributions to noncontrolling interests— — — — — — (9,013)(9,013)
Contributions from noncontrolling interests— — — — — — 577 577 
Conversion of noncontrolling interests to common shares1,178,530 12 22,206 — — 22,218 (22,218)— 
Redemption of noncontrolling interests— — — — — — (1)(1)
Adjustment of noncontrolling interests in Operating PartnershipAdjustment of noncontrolling interests in Operating Partnership— — (4,304)— — (4,304)4,304 — Adjustment of noncontrolling interests in Operating Partnership— — (769)— — (769)769 — 
Balance at March 31, 2021197,036,176 $1,971 $5,263,994 $(2,426,555)$(5,514)$2,833,896 $163,409 $2,997,305 
Balance at March 31, 2022Balance at March 31, 2022214,901,377 $2,148 $5,493,662 $(2,513,179)$$2,982,638 $120,866 $3,103,504 

The accompanying notes are an integral part of these consolidated financial statements.
6

Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months Ended March 31,For the Three Months Ended March 31,
20222021 20232022
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net lossNet loss$(37,354)$(67,730)Net loss$(58,194)$(37,354)
Adjustments to reconcile net loss to net cash provided by operating activities:Adjustments to reconcile net loss to net cash provided by operating activities:  Adjustments to reconcile net loss to net cash provided by operating activities:  
(Gain) loss on sale or write down of assets, net(6,453)21,283 
Gain on sale or write down of assets, netGain on sale or write down of assets, net(3,779)(6,453)
Depreciation and amortizationDepreciation and amortization75,673 80,812 Depreciation and amortization75,035 75,673 
Amortization of share and unit-based plansAmortization of share and unit-based plans4,869 4,030 Amortization of share and unit-based plans4,895 4,869 
Straight-line rent and amortization of above and below market leasesStraight-line rent and amortization of above and below market leases1,589 (4,959)Straight-line rent and amortization of above and below market leases823 1,589 
Provision for doubtful accounts567 3,208 
Income tax expense1,799 2,238 
Equity in loss (income) of unconsolidated joint ventures29,097 (1,910)
(Recovery of) provision for doubtful accounts(Recovery of) provision for doubtful accounts(1,023)567 
Income tax (benefit) expenseIncome tax (benefit) expense(1,882)1,799 
Equity in loss of unconsolidated joint venturesEquity in loss of unconsolidated joint ventures61,810 29,097 
Distributions of income from unconsolidated joint venturesDistributions of income from unconsolidated joint ventures280 — 
Change in fair value of financing arrangement obligationChange in fair value of financing arrangement obligation2,543 (863)Change in fair value of financing arrangement obligation(11,885)2,543 
Changes in assets and liabilities, net of dispositions:Changes in assets and liabilities, net of dispositions:  Changes in assets and liabilities, net of dispositions:  
Tenant and other receivablesTenant and other receivables28,098 52,684 Tenant and other receivables22,051 28,098 
Other assetsOther assets210 5,969 Other assets8,645 210 
Due from affiliatesDue from affiliates(4,504)(3,619)Due from affiliates(4,592)(4,504)
Accounts payable and accrued expensesAccounts payable and accrued expenses790 (7,328)Accounts payable and accrued expenses1,938 790 
Other accrued liabilitiesOther accrued liabilities(31,480)(31,596)Other accrued liabilities(13,392)(31,480)
Net cash provided by operating activitiesNet cash provided by operating activities65,444 52,219 Net cash provided by operating activities80,730 65,444 
Cash flows from investing activities:Cash flows from investing activities:  Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of propertiesDevelopment, redevelopment, expansion and renovation of properties(13,377)(14,819)Development, redevelopment, expansion and renovation of properties(19,992)(13,377)
Property improvementsProperty improvements(7,022)(8,653)Property improvements(14,872)(7,022)
Proceeds from repayment of notes receivable— 1,300 
Deferred leasing costsDeferred leasing costs(372)(91)Deferred leasing costs(1,217)(372)
Distributions from unconsolidated joint venturesDistributions from unconsolidated joint ventures40,062 21,341 Distributions from unconsolidated joint ventures162,166 40,062 
Contributions to unconsolidated joint venturesContributions to unconsolidated joint ventures(19,422)(25,673)Contributions to unconsolidated joint ventures(12,938)(19,422)
Proceeds from collection of receivable in connection with sale of joint venture propertyProceeds from collection of receivable in connection with sale of joint venture property21,000 — Proceeds from collection of receivable in connection with sale of joint venture property— 21,000 
Proceeds from sale of assetsProceeds from sale of assets26,085 100,334 Proceeds from sale of assets5,018 26,085 
Net cash provided by investing activitiesNet cash provided by investing activities46,954 73,739 Net cash provided by investing activities118,165 46,954 
7

Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
For the Three Months Ended March 31,For the Three Months Ended March 31,
2022202120232022
Cash flows from financing activities:Cash flows from financing activities:  Cash flows from financing activities:  
Proceeds from mortgages, bank and other notes payableProceeds from mortgages, bank and other notes payable50,000 — 
Payments on mortgages, bank and other notes payablePayments on mortgages, bank and other notes payable(53,237)(23,986)Payments on mortgages, bank and other notes payable(168,664)(53,237)
Deferred financing costsDeferred financing costs— (3,472)Deferred financing costs(13,251)— 
Payments on finance leasesPayments on finance leases(571)(552)Payments on finance leases(593)(571)
Net (costs) proceeds from stock offerings(70)597,007 
Costs from stock offeringsCosts from stock offerings(21)(70)
Redemption of noncontrolling interests— (1)
Contribution from noncontrolling interests— 125 
Dividends and distributionsDividends and distributions(41,314)(26,670)Dividends and distributions(41,812)(41,314)
Net cash (used in) provided by financing activities(95,192)542,451 
Net cash used in financing activitiesNet cash used in financing activities(174,341)(95,192)
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash17,206 668,409 Net increase in cash, cash equivalents and restricted cash24,554 17,206 
Cash, cash equivalents and restricted cash, beginning of periodCash, cash equivalents and restricted cash, beginning of period166,971 482,659 Cash, cash equivalents and restricted cash, beginning of period181,139 166,971 
Cash, cash equivalents and restricted cash, end of periodCash, cash equivalents and restricted cash, end of period$184,177 $1,151,068 Cash, cash equivalents and restricted cash, end of period$205,693 $184,177 
Supplemental cash flow information:Supplemental cash flow information:  Supplemental cash flow information:  
Cash payments for interest, net of amounts capitalizedCash payments for interest, net of amounts capitalized$46,463 $61,041 Cash payments for interest, net of amounts capitalized$48,376 $46,463 
Non-cash investing and financing transactions:Non-cash investing and financing transactions:  Non-cash investing and financing transactions:  
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilitiesAccrued development costs included in accounts payable and accrued expenses and other accrued liabilities$18,881 $25,248 Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities$34,526 $18,881 
Conversion of Operating Partnership Units to common stock$— $22,218 
Accrued receivable of net proceeds from stock offering$— $41,137 
Lease liabilities recorded in connection with right-of-use assetsLease liabilities recorded in connection with right-of-use assets$24,929 $— Lease liabilities recorded in connection with right-of-use assets$— $24,929 
The accompanying notes are an integral part of these consolidated financial statements.
8


THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

1. Organization:
The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional town centers and community/power shopping centers (the "Centers") located throughout the United States.
The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of March 31, 2022,2023, the Company was the sole general partner of and held a 96% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All 7seven of the management companies are collectively referred to herein as the "Management Companies."
All references to the Company in this Quarterly Report on Form 10-Q include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
2. Summary of Significant Accounting Policies:
Basis of Presentation:
The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by an independent registered public accounting firm.
The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of consolidated variable interest entities ("VIEs"), including Fashion District Philadelphia and SanTan Village Regional Center.
The Operating Partnership's consolidated VIEs included the following assets and liabilities:
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
Assets:Assets:  Assets:  
Property, netProperty, net$453,841 $458,964 Property, net$447,938 $452,559 
Other assetsOther assets86,961 83,685 Other assets99,007 93,102 
Total assetsTotal assets$540,802 $542,649 Total assets$546,945 $545,661 
Liabilities:Liabilities:  Liabilities:  
Mortgage notes payableMortgage notes payable$413,948 $413,925 Mortgage notes payable$297,454 $323,841 
Other liabilitiesOther liabilities56,829 56,947 Other liabilities130,810 135,340 
Total liabilitiesTotal liabilities$470,777 $470,872 Total liabilities$428,264 $459,181 
All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

9

Table of Contents
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.2022. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 20212022 has been derived from the audited financial statements but does not include all disclosures required by GAAP.

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

For the Three Months Ended March 31,For the Three Months Ended March 31,
2022202120232022
Beginning of periodBeginning of periodBeginning of period
Cash and cash equivalentsCash and cash equivalents$112,454 $465,297 Cash and cash equivalents$100,320 $112,454 
Restricted cashRestricted cash54,517 17,362 Restricted cash80,819 54,517 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash$166,971 $482,659 Cash, cash equivalents and restricted cash$181,139 $166,971 
End of periodEnd of periodEnd of period
Cash and cash equivalentsCash and cash equivalents$128,244 $1,083,813 Cash and cash equivalents$112,173 $128,244 
Restricted cashRestricted cash55,933 67,255 Restricted cash93,520 55,933 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash$184,177 $1,151,068 Cash, cash equivalents and restricted cash$205,693 $184,177 
3. Earnings Per Share ("EPS"):

COVID-19 Pandemic:
In March 2020,The following table reconciles the COVID-19 outbreak was declared a pandemic bynumerator and denominator used in the World Health Organization. As a result, allcomputation of the markets that the Company operates in were subject to stay-at-home orders, and the majority of its properties were temporarily closed in part or completely. Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020 and government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company’s markets.
COVID-19 Lease Accounting:
In April 2020, the Financial Accounting Standards Board issued a Staff Question-and-Answer (“Q&A”) to clarify whether lease concessions related to the effects of COVID-19 require the application of the lease modification guidance under Accounting Standards Codification ("ASC") 842, "Leases" ("the lease modification accounting framework"). Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or an enforceable right and obligation within the existing lease. The Q&A allows for the bypass of a lease-by-lease analysis, and allows the Company to elect to either apply the lease modification accounting framework or not to all of its lease concessions with similar characteristics and circumstances. The Company has elected to apply the lease modification accounting framework to lease concessions that include the abatement of rent in its consolidated financial statementsEPS for the three months ended March 31, 2023 and 2022 and 2021.

(shares in thousands):

 For the Three Months Ended March 31,
 20232022
Numerator  
Net loss$(58,194)$(37,354)
Less: net income (loss) attributable to noncontrolling interests539 (172)
Net loss attributable to the Company(58,733)(37,182)
Allocation of earnings to participating securities(225)(223)
Numerator for basic and diluted EPS—net loss attributable to common stockholders$(58,958)$(37,405)
Denominator  
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)215,291 214,819 
EPS—net loss attributable to common stockholders  
Basic and diluted$(0.27)$(0.17)
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

3. Earnings Per Share ("EPS"):
The following table reconciles the numerator and denominator used in the computation of EPS for the three months ended March 31, 2022 and 2021 (shares in thousands):
 For the Three Months Ended March 31,
 20222021
Numerator  
Net loss$(37,354)$(67,730)
Less: net loss attributable to noncontrolling interests(172)(4,126)
Net loss attributable to the Company(37,182)(63,604)
Allocation of earnings to participating securities(223)(214)
Numerator for basic and diluted EPS—net loss attributable to common stockholders$(37,405)$(63,818)
Denominator  
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)214,819 158,580 
EPS—net loss attributable to common stockholders  
Basic and diluted$(0.17)$(0.40)
(Continued)
(1)     Diluted EPS excludes 99,565 and 103,23599,565 convertible preferred partnership units for the three months ended March 31, 20222023 and 2021,2022, respectively, as their impact was antidilutive. Diluted EPS also excludes 8,681,7518,978,620 and 10,855,7078,681,751 Operating Partnership units ("OP Units") for the three months ended March 31, 20222023 and 2021,2022, respectively, as their impact was antidilutive.

4. Investments in Unconsolidated Joint Ventures:
The Company has made the following recent financings or other events ofwithin its unconsolidated joint ventures:
On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 15 – Dispositions), the Company elected to reinvest into the newly formed joint venture at a 5% ownership interest for $3,819 in cash that is accounted for under the equity method of accounting.
On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65,000 loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023.
On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture. The assignment included the assumption by the joint venture partner of the Company’s share of the debt owed by the joint venture and no cash consideration was received by the Company. The Company recognized a loss of approximately $28,276 in connection with the assignment.
On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $21,000. The Company recognized an immaterial gain in connection with the sale.
On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197,011 loan on the property with a new $175,000 loan that bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3.70% and matures on February 9, 2025, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024.
On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties, for a total purchase price of approximately $24,544. As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022. The Company's share of the impairment loss was $27,054. Effective as of August 2, 2022, the Company now owns and has consolidated its 100% interest in these two former Sears parcels in its consolidated financial statements (See Note 15Acquisitions).
On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options. The Company's joint venture repaid $15,000 ($9,000 at the Company's pro rata share) of the outstanding loan balance. The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0%.
On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403,931 mortgage loan on the property with a $700,000 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.
On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan to April 3, 2026, including extension options. The Company's joint venture repaid $10,000 ($5,100 at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73%.
For the three months ended March 31, 2023, the Company recorded an impairment loss as a result of shortening the holding period on certain assets in a joint venture. The Company's share of the impairment loss was $50,197.

















11

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)
For the three months ended March 31, 2022, the Company’s joint venture with Seritage Growth Properties (“MS Portfolio LLC”) recorded an impairment loss as a result of shortening the holding periods on certain assets in the joint venture. The Company’s share of the loss was $30,426.
Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.
Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
Assets(1):Assets(1):  Assets(1):  
Property, netProperty, net$8,285,434 $8,289,412 Property, net$8,020,407 $8,156,632 
Other assetsOther assets734,076 750,629 Other assets677,850 664,036 
Total assetsTotal assets$9,019,510 $9,040,041 Total assets$8,698,257 $8,820,668 
Liabilities and partners' capital(1):Liabilities and partners' capital(1):  Liabilities and partners' capital(1):  
Mortgage and other notes payableMortgage and other notes payable$5,650,351 $5,686,500 Mortgage and other notes payable$5,776,143 $5,491,250 
Other liabilitiesOther liabilities416,675 325,115 Other liabilities435,611 451,511 
Company's capitalCompany's capital1,579,559 1,638,112 Company's capital1,324,101 1,528,348 
Outside partners' capitalOutside partners' capital1,372,925 1,390,314 Outside partners' capital1,162,402 1,349,559 
Total liabilities and partners' capitalTotal liabilities and partners' capital$9,019,510 $9,040,041 Total liabilities and partners' capital$8,698,257 $8,820,668 
Investments in unconsolidated joint ventures:Investments in unconsolidated joint ventures:  Investments in unconsolidated joint ventures:  
Company's capitalCompany's capital$1,579,559 $1,638,112 Company's capital$1,324,101 $1,528,348 
Basis adjustment(2)Basis adjustment(2)(446,825)(448,149)Basis adjustment(2)(432,104)(425,153)
$1,132,734 $1,189,963 $891,997 $1,103,195 
Assets—Investments in unconsolidated joint venturesAssets—Investments in unconsolidated joint ventures$1,263,252 $1,317,571 Assets—Investments in unconsolidated joint ventures$1,088,906 $1,224,288 
Liabilities—Distributions in excess of investments in unconsolidated joint venturesLiabilities—Distributions in excess of investments in unconsolidated joint ventures(130,518)(127,608)Liabilities—Distributions in excess of investments in unconsolidated joint ventures(196,909)(121,093)
$1,132,734 $1,189,963 $891,997 $1,103,195 
(1)     These amounts include assets of $2,747,217$2,675,841 and $2,789,568$2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of March 31, 20222023 and December 31, 2021,2022, respectively, and liabilities of $1,653,762$1,609,503 and $1,661,110$1,611,661 of the PPR Portfolio as of March 31, 20222023 and December 31, 2021,2022, respectively.
(2)     The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into (loss) income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $2,575$(12,554) and $2,243$2,575 for the three months ended March 31, 20222023 and 2021,2022, respectively.
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)
Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:


PPR PortfolioOther
Joint
Ventures
TotalPPR PortfolioOther
Joint
Ventures
Total
Three Months Ended March 31, 2023Three Months Ended March 31, 2023   
Revenues:Revenues:   
Leasing revenueLeasing revenue$43,070 $163,368 $206,438 
OtherOther680 666 1,346 
Total revenuesTotal revenues43,750 164,034 207,784 
Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses11,406 60,111 71,517 
Leasing expensesLeasing expenses570 1,471 2,041 
Interest expenseInterest expense21,810 42,295 64,105 
Depreciation and amortizationDepreciation and amortization22,878 62,504 85,382 
Total expensesTotal expenses56,664 166,381 223,045 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net— (70,563)(70,563)
Net lossNet loss$(12,914)$(72,910)$(85,824)
Company's equity in net lossCompany's equity in net loss$(5,516)$(56,294)$(61,810)
Three Months Ended March 31, 2022Three Months Ended March 31, 2022   Three Months Ended March 31, 2022   
Revenues:Revenues:   Revenues:   
Leasing revenueLeasing revenue$43,850 $155,166 $199,016 Leasing revenue$43,850 $155,166 $199,016 
OtherOther63 7,340 7,403 Other63 7,340 7,403 
Total revenuesTotal revenues43,913 162,506 206,419 Total revenues43,913 162,506 206,419 
Expenses:Expenses:   Expenses:   
Shopping center and operating expensesShopping center and operating expenses10,719 57,865 68,584 Shopping center and operating expenses10,719 57,865 68,584 
Leasing expensesLeasing expenses469 1,321 1,790 Leasing expenses469 1,321 1,790 
Interest expenseInterest expense15,372 35,746 51,118 Interest expense15,372 35,746 51,118 
Depreciation and amortizationDepreciation and amortization24,276 65,177 89,453 Depreciation and amortization24,276 65,177 89,453 
Total expensesTotal expenses50,836 160,109 210,945 Total expenses50,836 160,109 210,945 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net— (58,691)(58,691)Loss on sale or write down of assets, net— (58,691)(58,691)
Net lossNet loss$(6,923)$(56,294)$(63,217)Net loss$(6,923)$(56,294)$(63,217)
Company's equity in net lossCompany's equity in net loss$(1,792)$(27,305)$(29,097)Company's equity in net loss$(1,792)$(27,305)$(29,097)
Three Months Ended March 31, 2021   
Revenues:   
Leasing revenue$36,771 $149,319 $186,090 
Other94 16,965 17,059 
Total revenues36,865 166,284 203,149 
Expenses:   
Shopping center and operating expenses9,365 58,842 68,207 
Leasing expenses403 1,353 1,756 
Interest expense15,803 37,213 53,016 
Depreciation and amortization24,307 66,540 90,847 
Total expenses49,878 163,948 213,826 
Gain on sale or write down of assets, net— 54 54 
Net (loss) income$(13,013)$2,390 $(10,623)
Company's equity in net (loss) income$(5,507)$7,417 $1,910 

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




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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
5. Derivative Instruments and Hedging Activities:
The Company uses an interest rate cap agreementagreements to manage the interest rate risk on certain floating rate debt. The Company recorded other comprehensive income related to the marking-to-market of derivative instruments of $31$120 and $2,694$31 for the three months ended March 31, 2023 and 2022, and 2021, respectively. The entire $120 in other comprehensive income at March 31, 2023 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.
The following derivative wasderivatives were outstanding at March 31, 2022:2023:    
Fair ValueFair Value
PropertyPropertyNotional AmountProductLIBOR RateMaturityMarch 31,
2022
December 31,
2021
PropertyDesignationNotional AmountProductLIBOR RateMaturityMarch 31,
2023
December 31,
2022
Santa Monica PlaceSanta Monica Place$300,000 Cap4.00 %12/9/2022$27 $Santa Monica PlaceNon-Hedged$300,000 Cap4.00 %12/9/2023$2,006 $2,576 
The Macerich Partnership, L.P.The Macerich Partnership, L.P.Non-Hedged$(300,000)Sold Cap4.00 %12/9/2023$(2,001)$(2,567)
The above derivative wasderivatives were valued with an aggregate fair value (Level 2 measurement) and waswere included in other assets (other accrued liabilities.liabilities). The fair value of the Company's interest rate derivativederivatives was determined using discounted cash flow analysis on the expected cash flows of the derivative.derivatives. This analysis reflects the contractual terms of the derivative,derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivativederivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swap.caps. As a result, the Company determined that its interest rate cap valuationvaluations in itstheir entirety isare classified in Level 2 of the fair value hierarchy.
6. Property, net:
Property, net consists of the following:    
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
LandLand$1,433,989 $1,441,858 Land$1,396,148 $1,425,211 
Buildings and improvementsBuildings and improvements6,341,408 6,306,764 Buildings and improvements6,244,208 6,378,736 
Tenant improvementsTenant improvements690,166 685,242 Tenant improvements720,786 711,007 
Equipment and furnishings(1)Equipment and furnishings(1)190,498 191,266 Equipment and furnishings(1)184,937 186,767 
Construction in progressConstruction in progress191,208 222,420 Construction in progress368,905 218,859 
8,847,269 8,847,550 8,914,984 8,920,580 
Less accumulated depreciation(1)Less accumulated depreciation(1)(2,623,285)(2,563,344)Less accumulated depreciation(1)(2,823,070)(2,792,790)
$6,223,984 $6,284,206 $6,091,914 $6,127,790 
(1)      Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at March 31, 20222023 and December 31, 20212022 (See Note 8—Leases).
Depreciation expense was $67,786$67,064 and $71,664$67,786 for the three months ended March 31, 2023 and 2022, and 2021, respectively.



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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
6. Property, net: (Continued)

Gain (loss) on sale or write-down of assets, net for the three months ended March 31, 20222023 and 20212022 consist of the following:
For the Three Months Ended March 31,
20222021
Gain on property sales, net(1)$— $4,229 
Loss on write-down of assets(2)(8,629)(29,608)
Gain on land sales, net15,082 4,096 
$6,453 $(21,283)
(1)    Includes $4,229 of gain related to the sale of Paradise Valley Mall (See Note 15-Dispositions).
(2)    Includes impairment loss of $5,492 relating to the Company's investment in MS Portfolio LLC (See Note 4-Investments in Unconsolidated Joint Ventures) during the three months ended March 31, 2022 and impairment loss of $27,281 on Estrella Falls during the three months ended March 31, 2021. The impairment losses were due to the reduction of the estimated holding periods of the properties. The remaining amounts for the three months ended March 31, 2022 and 2021 mainly pertain to the write off of development costs.
For the Three Months Ended March 31,
20232022
Loss on write-down of assets(595)(8,629)
Gain on land sales, net4,374 15,082 
$3,779 $6,453 

The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of the impairment losses recorded for the three months ended March 31, 20222023 and 2021,2022, as described above:
Total Fair Value MeasurementQuoted Prices in Active Markets for Identical AssetsSignificant Other Unobservable InputsSignificant Unobservable Inputs
(Level 1)(Level 2)(Level 3)
March 31, 2022$830 $— $830 $— 
The fair values relating to the 2022 impairment was based on a sales contract and is classified within Level 2 of the fair value hierarchy.
7. Tenant and Other Receivables, net:
Included in tenant and other receivables, net is an allowance for doubtful accounts of $13,899$7,990 and $14,917$10,741 at March 31, 20222023 and December 31, 2021,2022, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $3,725$3,325 and $19,907$18,010 at March 31, 20222023 and December 31, 2021,2022, respectively, and a deferred rent receivable due to straight-line rent adjustments of $108,926$108,373 and $110,969$110,155 at March 31, 20222023 and December 31, 2021,2022, respectively.
8. Leases:
Lessor Leases:
The Company leases its Centers under agreements that are classified as operating leases. These leases generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in which collectability is not considered probable, lease income is recognized on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are fully reserved in the period in which the lease income is determined not to be probable of collection.




15

Table of Contents
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
8. Leases: (Continued)

The following table summarizes the components of leasing revenue for the three months ended March 31, 20222023 and 2021:2022:
For the Three Months Ended March 31,For the Three Months Ended March 31,
2022202120232022
Leasing revenue—fixed paymentsLeasing revenue—fixed payments$135,209 $131,495 Leasing revenue—fixed payments$140,506 $135,209 
Leasing revenue—variable paymentsLeasing revenue—variable payments68,770 51,248 Leasing revenue—variable payments57,516 68,770 
Provision for doubtful accounts, net(567)(3,208)
Recovery of (provision for) doubtful accounts, netRecovery of (provision for) doubtful accounts, net1,023 (567)
$203,412 $179,535 $199,045 $203,412 
The following table summarizes the future rental payments to the Company:
Twelve months ending March 31,Twelve months ending March 31, Twelve months ending March 31, 
2023$366,783 
20242024322,512 2024$419,064 
20252025262,720 2025353,530 
20262026214,103 2026285,314 
20272027165,702 2027229,072 
20282028172,565 
ThereafterThereafter473,307 Thereafter536,251 
$1,805,127 $1,995,796 

Lessee Leases:
The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. In addition, the Company has 5five finance leases that expire at various times through 2024.
The following table summarizes the lease costs for the three months ended March 31, 20222023 and 2021:2022:
For the Three Months Ended March 31,For the Three Months Ended March 31,
2022202120232022
Operating lease costsOperating lease costs$3,775 $3,815 Operating lease costs$3,794 $3,775 
Finance lease costs:Finance lease costs:Finance lease costs:
Amortization of ROU assets Amortization of ROU assets481 478  Amortization of ROU assets485 481 
Interest on lease liabilities Interest on lease liabilities194 219  Interest on lease liabilities168 194 
$4,450 $4,512 $4,447 $4,450 
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
8. Leases: (Continued)

The following table summarizes the future rental payments required under the leases:
March 31, 2022December 31, 2021March 31, 2023December 31, 2022
Year ending December 31,Year ending December 31,Operating
Leases
Finance LeasesOperating LeasesFinance LeasesYear ending December 31,Operating
Leases
Finance LeasesOperating LeasesFinance Leases
20232023$11,352 $4,461 $14,302 $4,461 2023$8,629 $2,450 $12,255 $2,450 
2024202411,876 2,043 8,452 2,043 202411,563 9,478 11,563 9,478 
2025202511,054 9,072 6,471 9,072 202511,746 1,400 11,746 1,400 
2026202611,231 — 6,513 — 202611,864 — 11,864 — 
2027202711,343 — 6,470 — 202712,035 — 12,035 — 
ThereafterThereafter120,534 — 109,358 — Thereafter109,158 — 109,158 — 
Total undiscounted rental paymentsTotal undiscounted rental payments177,390 15,576 151,566 15,576 Total undiscounted rental payments164,995 13,328 168,621 13,328 
Less imputed interestLess imputed interest(90,111)(1,619)(85,383)(1,048)Less imputed interest(85,001)(1,316)(86,315)(723)
Total lease liabilitiesTotal lease liabilities$87,279 $13,957 $66,183 $14,528 Total lease liabilities$79,994 $12,012 $82,306 $12,605 
Weighted average remaining termWeighted average remaining term32.0 years1.9 years36.3 years2.1 yearsWeighted average remaining term32.5 years1.4 years32.3 years1.7 years
Weighted average incremental borrowing rateWeighted average incremental borrowing rate7.3 %3.7 %7.8 %3.7 %Weighted average incremental borrowing rate7.5 %3.7 %7.4 %3.7 %

9. Deferred Charges and Other Assets, net:
Deferred charges and other assets, net consist of the following:
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
LeasingLeasing$112,670 $134,887 Leasing$78,018 $113,400 
Intangible assets:Intangible assets:  Intangible assets:  
In-place lease valuesIn-place lease values60,975 62,826 In-place lease values59,817 63,961 
Leasing commissions and legal costsLeasing commissions and legal costs16,433 16,710 Leasing commissions and legal costs16,021 17,299 
Above-market leasesAbove-market leases70,481 72,289 Above-market leases68,811 71,304 
Deferred tax assetsDeferred tax assets22,020 23,406 Deferred tax assets24,996 23,114 
Deferred compensation plan assetsDeferred compensation plan assets63,051 68,807 Deferred compensation plan assets58,315 54,353 
Other assetsOther assets47,725 46,319 Other assets55,767 66,188 
393,355 425,244 361,745 409,619 
Less accumulated amortization(1)Less accumulated amortization(1)(150,465)(170,336)Less accumulated amortization(1)(123,554)(162,195)
$242,890 $254,908 $238,191 $247,424 
(1)   Accumulated amortization includes $43,517$40,849 and $43,978$44,362 relating to in-place lease values, leasing commissions and legal costs at March 31, 20222023 and December 31, 2021,2022, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $1,667$1,909 and $2,203$1,667 for the three months ended March 31, 20222023 and 2021,2022, respectively.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
9. Deferred Charges and Other Assets, net: (Continued)
The allocated values of above-market leases and below-market leases consist of the following:
March 31,
2022
December 31,
2021
March 31,
2023
December 31,
2022
Above-Market LeasesAbove-Market Leases  Above-Market Leases  
Original allocated valueOriginal allocated value$70,481 $72,289 Original allocated value$68,811 $71,304 
Less accumulated amortizationLess accumulated amortization(32,259)(32,484)Less accumulated amortization(34,276)(35,156)
$38,222 $39,805 $34,535 $36,148 
Below-Market Leases(1)Below-Market Leases(1)  Below-Market Leases(1)  
Original allocated valueOriginal allocated value$98,069 $99,332 Original allocated value$95,132 $97,026 
Less accumulated amortizationLess accumulated amortization(38,084)(37,122)Less accumulated amortization(41,637)(40,797)
$59,985 $62,210 $53,495 $56,229 
(1)   Below-market leases are included in other accrued liabilities.

10. Mortgage Notes Payable:
Mortgage notes payable at March 31, 20222023 and December 31, 20212022 consist of the following:
Carrying Amount of Mortgage Notes(1)Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralProperty Pledged as CollateralMarch 31, 2022December 31, 2021Effective Interest
Rate(2)
Monthly
Debt
Service(3)
Maturity
Date(4)
Property Pledged as CollateralMarch 31, 2023December 31, 2022Effective Interest
Rate(2)
Monthly
Debt
Service(3)
Maturity
Date(4)
Chandler Fashion Center(5)Chandler Fashion Center(5)$255,595 $255,548 4.18 %$875 2024Chandler Fashion Center(5)$255,782 $255,736 4.18 %$875 2024
Danbury Fair Mall(6)Danbury Fair Mall(6)165,873 168,037 5.71 %1,538 2022Danbury Fair Mall(6)145,857 148,207 6.05 %1,538 2023
Fashion District Philadelphia(7)Fashion District Philadelphia(7)194,602 194,602 4.00 %649 2024Fashion District Philadelphia(7)78,017 104,427 8.78 %539 2024
Fashion Outlets of ChicagoFashion Outlets of Chicago299,294 299,274 4.61 %1,145 2031Fashion Outlets of Chicago299,375 299,354 4.61 %1,145 2031
Fashion Outlets of Niagara Falls USAFashion Outlets of Niagara Falls USA93,885 95,329 6.45 %727 2023Fashion Outlets of Niagara Falls USA89,362 90,514 6.45 %727 2023
Freehold Raceway Mall(5)Freehold Raceway Mall(5)398,753 398,711 3.94 %1,300 2029Freehold Raceway Mall(5)398,919 398,878 3.94 %1,300 2029
Fresno Fashion FairFresno Fashion Fair324,106 324,056 3.67 %971 2026Fresno Fashion Fair324,304 324,255 3.67 %971 2026
Green Acres Commons(7)(8)Green Acres Commons(7)(8)124,971 124,875 3.25 %311 2023Green Acres Commons(7)(8)— 125,256 7.14 %717 2023
Green Acres Mall(8)(9)Green Acres Mall(8)(9)244,073 246,061 3.94 %1,447 2023Green Acres Mall(8)(9)357,942 237,372 6.58 %1,819 2028
Kings Plaza Shopping CenterKings Plaza Shopping Center536,056 535,928 3.71 %1,629 2030Kings Plaza Shopping Center536,571 536,442 3.71 %1,629 2030
Oaks, The(9)175,356 176,721 4.14 %1,064 2024
Pacific View(10)110,597 111,481 4.07 %668 2032
Oaks, The(10)Oaks, The(10)164,804 165,934 5.49 %1,138 2024
Pacific View(11)Pacific View(11)70,885 70,855 5.45 %328 2032
Queens CenterQueens Center600,000 600,000 3.49 %1,744 2025Queens Center600,000 600,000 3.49 %1,744 2025
Santa Monica Place(11)299,501 299,314 2.12 %468 2022
Santa Monica Place(12)Santa Monica Place(12)296,665 296,521 6.56 %1,540 2025
SanTan Village Regional CenterSanTan Village Regional Center219,346 219,323 4.34 %788 2029SanTan Village Regional Center219,437 219,414 4.34 %788 2029
Towne Mall19,190 19,320 4.48 %117 2022
Towne Mall(13)Towne Mall(13)18,886 18,886 4.48 %69 2022
Victor Valley, Mall ofVictor Valley, Mall of114,864 114,850 4.00 %380 2024Victor Valley, Mall of114,922 114,908 4.00 %380 2024
Vintage Faire MallVintage Faire Mall238,495 240,124 3.55 %1,256 2026Vintage Faire Mall231,950 233,637 3.55 %1,256 2026
$4,414,557 $4,423,554    $4,203,678 $4,240,596    

(1)The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $10,706$25,084 and $11,946$13,830 at March 31, 20222023 and December 31, 2021,2022, respectively.
(2)The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs.
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
10. Mortgage Notes Payable: (Continued)
(3)The monthly debt service represents the payment of principal and interest.
(4)The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
(5)A 49.9% interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 12—Financing Arrangement).
(6)On September 15, 2020, the Company closed on a loan extension agreement for Danbury Fair Mall. Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021 and subsequently to October 1, 2021. The loan amount and interest rate remained unchanged following these extensions. On September 15, 2021, the Company further extended the loan maturity to July 1, 2022. The interest rate remained unchanged, and the Company repaid $10,000 of the outstanding loan balance at closing. On July 1, 2022, the Company further extended the loan maturity to July 1, 2023. The interest rate remained unchanged at 5.5%, and the Company repaid $10,000 of the outstanding loan balance at closing.
(7)On August 26, 2022 and November 28, 2022, the Company repaid $83,058 and $7,117, respectively, of the outstanding loan balance to satisfy certain loan conditions. On January 20, 2023, the Company repaid $26,107 of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024. The interest rate is SOFR plus 3.60%.
(8)On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023. The interest rate is LIBOR plus 2.75% and the Company repaid $4,680 of the outstanding loan balance at closing. On January 3, 2023, the Company closed on a five-year $370,000 combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.
(8)(9)On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 which has been exercised. The interest rate remained unchanged, and the Company repaid $9,000 of the outstanding loan balance at closing. On January 3, 2023, the Company closed on a five-year $370,000 combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.
(9)(10)On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25%. The Company repaid $5,000 of the outstanding loan balance at closing.
(10)(11)On April 29, 2022, the Company closed on a new $72,000 loan with a fixed rate of 5.29% that matures on May 6, 2032.
(11)(12)On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. The loan bears 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, 2022.2023.
(13)The Company has completed transition of the property to a receiver, but is still the owner of record.
Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.
The Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.
The Company expects that all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand.hand, with the exception of Towne Mall as noted above.
Total interest expense capitalized was $1,851$4,844 and $1,462$1,851 for the three months ended March 31, 20222023 and 2021,2022, respectively.
The estimated fair value (Level 2 measurement) of mortgage notes payable at March 31, 20222023 and December 31, 20212022 was $4,250,602$3,853,581 and $4,261,429,$3,894,588, respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.




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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
11. Bank and Other Notes Payable:
Bank and other notes payable consist of the following:
Credit Facility:
On April 14, 2021, theThe Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700,000 facility, includinghas a $525,000 revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175,000 term loan facility that matures on April 14, 2024. The revolving loan facility can be expanded up to $800,000, subject to receipt of lender commitments and other conditions. Concurrently with entering into the new credit agreement, the Company drew the $175,000 term loan facility in its entirety and drew $320,000 of the amount available under the revolving loan facility. Simultaneously with entering into the new credit agreement, the Company repaid $985,000 of debt, which included terminating and repaying all amounts outstanding under its prior revolving line of credit facility. All obligations under the facility are guaranteed unconditionally by the Company and are secured in the form of mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s subsidiaries. The credit facility bears interest at LIBOR plus a spread of 2.25% to 3.25% depending on the Company’s overall leverage level. On March 22, 2023, the Company executed the one-year extension option to April 14, 2024. Additionally, effective March 13, 2023, the credit facility converted from LIBOR to 1-month Term SOFR with an applicable benchmark replacement adjustment. As of March 31, 2022,2023, the borrowing rate was LIBORSOFR plus a spread of 2.25%. As of March 31, 2022,2023, borrowings under the facility were
19

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
11. Bank and Other Notes Payable: (Continued)
$76,000, $78,000, less unamortized deferred finance costs of $12,612,$6,306, for the revolving loan facility at a total interest rate of 3.76%8.35%. As of March 31, 2022,2023, the Company's availability under the revolving loan facility for additional borrowings was $448,719. On September 20, 2021, the Company paid off the remaining balance outstanding on the term loan facility with proceeds from the sale of Tucson La Encantada (See Note 15—Dispositions).$446,787. The estimated fair value (Level 2 measurement) of borrowings under the credit facility at March 31, 20222023 was $72,916$78,422 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.
As of March 31, 20222023 and December 31, 2021,2022, the Company was in compliance with all applicable financial loan covenants.
12. Financing Arrangement:
On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9% interest in Chandler Fashion Center, a 1,319,0001,320,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,553,0001,549,000 square foot regional shopping center in Freehold, New Jersey (collectively referred to herein as "Chandler Freehold"). As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the formation of Chandler Freehold, the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The Company accounts for its investment in Chandler Freehold as a financing arrangement. The fair value (Level 3 measurement) of the financing arrangement obligation at each of March 31, 20222023 and December 31, 20212022 was based upon a terminal capitalization rate of approximately 5.75%6.50% and 6.25%, respectively, a discount rate at March 31, 2023 and December 31, 2022 of approximately 7.25%8.25% and 7.75%, respectively, and market rents per square foot of $35 to $105. The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement. Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as related party interest (income) expense in the Company's consolidated statements of operations.
During the three months ended March 31, 20222023 and 2021,2022, the Company recognized related party interest (income) expense (income) in the Company's consolidated statements of operations in connection with the financing arrangement as follows:
 For the Three Months Ended March 31,
 20232022
Distributions equal to the partner's share of net (loss) income$(340)$497 
Distributions in excess of the partner's share of net (loss) income2,818 4,962 
Adjustment to fair value of financing arrangement obligation(11,885)2,543 
$(9,407)$8,002 

 For the Three Months Ended March 31,
 20222021
Distributions equal to the partner's share of net income (loss)$497 $(1,232)
Distributions in excess of the partner's share of net income4,962 3,414 
Adjustment to fair value of financing arrangement obligation2,543 (863)
$8,002 $1,319 


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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
13. Noncontrolling Interests:
The Company allocates net income (loss) of the Operating Partnership based on the weighted average ownership interest during the period. The net income (loss) of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 96% ownership interest in the Operating Partnership as of each of March 31, 20222023 and December 31, 2021.2022. The remaining 4% limited partnership interest as of each of March 31, 20222023 and December 31, 20212022 was owned by certain of the Company's executive officers and directors, certain of their affiliates and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the 10 trading days ending on the respective balance sheet date. Accordingly, as of March 31, 20222023 and December 31, 2021,2022, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $131,584$87,429 and $147,259,$103,023, respectively.
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
13. Noncontrolling Interests: (Continued)
The Company issued common and preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder. The Company may redeem them for cash or shares of the Company's stock at the Company's option and they are classified as permanent equity.
Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.
14. Stockholders' Equity:
Stock Offerings
In connection with the commencement of separate “at the market” offering programs, on each of February 1, 2021 and March 26, 2021, which are referred to as the “February 2021 ATM Program” and the “March 2021 ATM Program,” respectively, and collectively as the “ATM Programs,” the Company entered into separate equity distribution agreements with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500,000 under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $1,000,000 under the ATM Programs. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.
During the three months ended March 31, 2022,2023, the Company did not issue any shares of common stock under the March 2021 ATM Program. As of March 31, 2022,2023, $151,699 remained available to be sold under the March 2021 ATM Program. Actual future sales will depend upon a variety of factors including, but not limited to, market conditions, the trading price of the Company’s common stock and the Company’s capital needs. The Company has no obligation to sell the remaining shares available for sale under the March 2021 ATM Program.
During the three months ended March 31, 2021, the Company issued 45,992,318 shares of common stock under the ATM Programs for aggregate gross proceeds of $609,739 and net proceeds of $597,007 after commissions and other transaction costs. In addition, under the ATM Programs, the Company sold additional common shares at the end of the quarter ending March 31, 2021 for aggregate gross proceeds of $41,977 and net proceeds of $41,137 after commissions, of which the shares settled and the proceeds were received in April 2021.
Stock Buyback Program
On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including ASR transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. The program is referred to herein as the "Stock Buyback Program".
There were no repurchases under the Stock Buyback Program during the three months ended March 31, 20222023 or 2021.2022.
15. Dispositions:
On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100,000 resulting in a gain on sale of assets and land of $5,563. Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5% ownership interest (see Note 4 – Investments in Unconsolidated Joint Ventures). The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes.
On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165,250, resulting in a gain on sale of assets of approximately $117,242. The Company used the net cash proceeds of $100,142 to pay down debt.
For the three months ended March 31, 2022 and 2021, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $15,082 and $4,096, respectively. The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

15.   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 $24,544. Effective as of August 2, 2022, the Company now owns and has consolidated its 100% interest in these two former Sears parcels in its consolidated financial statements.
The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford Mall and Vintage Faire Mall:
Land$6,966 
Building and improvements32,934 
Deferred charges8,075 
Other assets (above-market leases)2,664 
Other accrued liabilities (below-market lease)(2,541)
Fair value of acquired net assets (at 100% ownership)$48,098 
16.   Dispositions:
For the three months ended March 31, 2023 and 2022, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $4,374 and $15,082, respectively. The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.
17. Commitments and Contingencies:
As of March 31, 2022,2023, the Company was contingently liable for $40,997$40,931 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of March 31, 2022,2023, $40,680 of these letters of credit were secured by restricted cash. The Company does not believe that these letters of credit will result in a liability to the Company.
The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At March 31, 2022,2023, the Company had $10,351$9,002 in outstanding obligations, which it believes will be settled in the next twelve months.
17.18. Related Party Transactions:
Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses.
The following are fees charged to unconsolidated joint ventures:
For the Three Months Ended March 31, For the Three Months Ended March 31,
20222021 20232022
Management feesManagement fees$4,361 $3,817 Management fees$4,220 $4,361 
Development and leasing feesDevelopment and leasing fees1,383 1,430 Development and leasing fees2,039 1,383 
$5,744 $5,247 $6,259 $5,744 



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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
18. Related Party Transactions: (Continued)
Interest (income) expense from related party transactions includes $8,002$(9,407) and $1,319$8,002 for the three months ended March 31, 20222023 and 2021,2022, respectively, in connection with the Financing Arrangementfinancing arrangement (See Note 12—Financing Arrangement).
Due from (to) affiliates includes $4,177$7,891 and $(327)$3,299 of unreimbursed (prepaid) costs and fees from unconsolidated joint ventures due to (from) the Management Companies at March 31, 20222023 and December 31, 2021,2022, respectively.
18.19. Share and Unit-Based Plans:
Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units"). Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a 1-unitone-unit for 1-shareone-share basis. LTI Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include market-indexed awards, performance-based awards and service-based awards.
The market-indexed LTI Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. The performance-based LTI Units vest over a specified period based on the Company's operational performance over that period.
During the three months ended March 31, 2022,2023, the Company granted the following LTI Units:
Grant DateUnitsTypeFair Value per LTI UnitVest Date
1/1/2022376,153 Service-based$17.28 12/31/2024
1/1/2022716,545 Performance-based$15.77 12/31/2024
1,092,698 
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
18. Share and Unit-Based Plans: (Continued)
Grant DateUnitsTypeFair Value per LTI UnitVest Date
1/1/2023577,255 Service-based$11.26 12/31/2025
1/1/20231,030,077 Performance-based$10.97 12/31/2025
1,607,332 
The fair value of the service-based LTI Units was determined by the market price of the Company's common stock on the date of grant. The fair value (Level 3 measurement) of the performance-based LTI Units granted on January 1, 20222023 was estimated on the date of grant using a Monte Carlo Simulation model that assumed a three-year risk-free interest rate of 0.97%4.21% and an expected volatility of 70.83%74.23%.
The following table summarizes the activity of the non-vested LTI Units, phantom stock units and stock units:
 LTI UnitsPhantom Stock UnitsStock Units
 UnitsValue(1)UnitsValue(1)UnitsValue(1)
Balance at January 1, 20221,837,691 $14.14 — $— 266,505 $19.05 
Granted1,092,698 16.29 35,730 16.91 77,935 16.26 
Vested(16,467)29.86 (5,213)16.56 (88,313)23.34 
Forfeited— — — — — — 
Balance at March 31, 20222,913,922 $14.86 30,517 $16.97 256,127 $16.72 
(1) Value represents the weighted average grant date fair value.
The following table summarizes the activity of the stock options outstanding:
 LTI UnitsPhantom Stock UnitsStock Units
 UnitsValue(1)UnitsValue(1)UnitsValue(1)
Balance at January 1, 20232,215,167 $12.90 34,039 $14.19 295,054 $14.58 
Granted1,607,332 11.07 1,511 12.09 116,018 12.14 
Vested(13,058)20.42 (5,702)13.63 (120,118)15.61 
Forfeited(37,592)21.28 — — — — 
Balance at March 31, 20233,771,849 $12.01 29,848 $14.19 290,954 $13.18 
(1) Value represents the weighted average grant date fair value.
 Stock Options
 UnitsValue(1)
Balance at January 1, 202237,515 $54.34 
Granted— — 
Exercised— — 
Balance at March 31, 202237,515 $54.34 
(1) Value represents the weighted average exercise price.



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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
18.19. Share and Unit-Based Plans: (Continued)
The following table summarizes the activity of the stock options outstanding:
 Stock Options
 UnitsValue(1)
Balance at January 1, 202326,371 $54.56 
   Granted— — 
Balance at March 31, 202326,371 $54.56 
(1) Value represents the weighted average exercise price.
The following summarizes the compensation cost under the share and unit-based plans:
 For the Three Months Ended March 31,
 20222021
LTI Units$4,685 $3,611 
Stock units1,291 1,327 
Phantom stock units86 93 
$6,062 $5,031 
 For the Three Months Ended March 31,
 20232022
LTI Units$4,662 $4,685 
Stock units1,232 1,291 
Phantom stock units78 86 
$5,972 $6,062 
The Company capitalized share and unit-based compensation costs of $1,193$1,077 and $1,001$1,193 for the three months ended March 31, 20222023 and 2021,2022, respectively. Unrecognized compensation costs of share and unit-based plans at March 31, 20222023 consisted of $17,724$16,936 from LTI Units, $1,508$1,402 from stock units and $0$424 from phantom stock units.
19.20. Income Taxes:
The Company has made taxable REIT subsidiary elections for all of its corporate subsidiaries other than its qualified REIT subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes which are provided for in the Company's consolidated financial statements. The Company's primary TRSs include Macerich Management Company and Macerich Arizona Partners LLC.
The income tax provision of the TRSs are as follows:
For the Three Months Ended March 31, For the Three Months Ended March 31,
20222021 20232022
CurrentCurrent$— $— Current$— $— 
DeferredDeferred(1,799)(2,238)Deferred1,882 (1,799)
Total expense$(1,799)$(2,238)
Total benefit (expense) Total benefit (expense)$1,882 $(1,799)
The net operating loss ("NOL") carryforwards generated through the 2017 tax year are scheduled to expire through 2037, beginning in 2025. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020. Net deferred tax assets of $22,020$24,996 and $23,406$23,114 were included in deferred charges and other assets, net at March 31, 20222023 and December 31, 2021,2022, respectively.
The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years,
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
20. Income Taxes: (Continued)
the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of March 31, 2022,2023, the Company had no valuation allowance recorded.
The tax years 20182019 through 20202021 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next twelve months.
20.21. Subsequent Events:
On May 9, 2022,April 28, 2023, the Company announced a dividend/distribution of $0.15$0.17 per share for common stockholders and OP Unitholders of record on May 20, 2022.19, 2023. All dividends/distributions will be paid 100% in cash on June 3, 2022.2, 2023.
On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23,500, which resulted in a gain on sale of assets of approximately $10,200. The Company used the net proceeds to pay down debt.
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
IMPORTANT INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of The Macerich Company (the "Company") contains or incorporates statements that constitute forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as "may," "will," "could," "should," "expects," "anticipates," "intends," "projects," "predicts," "plans," "believes," "seeks," "estimates," "scheduled" and variations of these words and similar expressions. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Forward-looking statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters:
expectations regarding the Company's growth;
the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance and financial stability of its retailers;
the Company's acquisition, disposition and other strategies;
regulatory matters pertaining to compliance with governmental regulations;
the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
the Company's expectations regarding income tax benefits;
the Company's expectations regarding its financial condition or results of operations; and
the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, as well as global, national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, rising interest rate fluctuations,rates and inflation and its impact on the financial condition and results of operation of the Company and its tenants, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment (including rising inflation, supply chain disruptions and construction delays), acquisitions and dispositions; the continuing adverse impactimpacts from COVID-19 or any future pandemic, epidemic or outbreak of the novel coronavirus ("COVID-19")any other highly infectious disease on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.
Management's Overview and Summary
The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P. (the "Operating Partnership"). As of March 31, 2022,2023, 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.centers, one office property and one redevelopment property. These 4951 regional town centers, and community/power shopping centers, (which include any adjoining mixed use improvements)office and redevelopment properties consist of approximately 4847 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"), unless the context otherwise requires. The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's seven management companies (collectively referred to

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herein as the "Management Companies"). The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Management Companies.

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The following discussion is based primarily on the consolidated financial statements of the Company for the three months ended March 31, 20222023 and 2021.2022. It compares the results of operations for the three months ended March 31, 20222023 to the results of operations for the three months ended March 31, 2021.2022. It also compares the results of operations and cash flows for the three months ended March 31, 20222023 to the results of operations and cash flows for the three months ended March 31, 2021.2022.
This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
Dispositions:Acquisitions:
On March 29, 2021,August 2, 2022, the Company sold Paradise Valleyacquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in Phoenix, Arizona to a newly formedthe MS Portfolio LLC joint venture that it did not previously own for $100.0 million, resulting in a gain on saletotal purchase price of assets$24.5 million. Effective as of approximately $5.6 million. Concurrent with the sale,August 2, 2022, the Company elected to reinvest into the new joint venture at a 5% ownership interest. The Company used the $95.3 million of net proceeds from the sale to pay downnow owns and has consolidated 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 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 venture100% interest in The Shops at North Bridgethese two former Sears parcels in Chicago, Illinois to its partnerconsolidated financial statements (See Note 15—Acquisitions in the joint venture. The assignment includedNotes to the assumption by the joint venture partner of the Company’s share of the debt owed by the joint venture and no cash consideration was received by the Company. The Company recognized a loss of approximately $28.3 million in connection with the assignment.Consolidated Financial Statements).
On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $21.0 million. The Company recognized an immaterial gain in connection with the sale.Dispositions:
For the twelve months ended December 31, 2021, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $19.6 million. The Company used its share of the proceeds from these sales of $46.5 million to pay down debt and for other general corporate purposes.
For the three months ended March 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 $11.3$23.9 million. The Company used its share of the proceeds from these sales of $20.3$60.3 million to pay down debt and for other general corporate purposes.
Financing Activities:For the three months ended March 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 $2.6 million. The Company used its share of the proceeds from these sales of $3.0 million to pay down debt and for other general corporate purposes.
On January 22, 2021,May 2, 2023, the Company closed onsold The Marketplace at Flagstaff, a one-year extension268,000 square foot power center in Flagstaff, Arizona, 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.
On March 25, 2021, the Company closed on a two-year extension for the Green Acres Commons $124.6 million loan to March 29, 2023. The interest rate is LIBOR plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing.
On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024.$23.5 million. The Company drewused the $175 million term loan facility in its entirety simultaneously with entering into the new credit agreement in April 2021net proceeds to pay down debt. (See "Liquidity and subsequently paid off the remaining balance outstanding on the term loan facility with proceeds from the sale of Tucson La Encantada in September 2021.Capital Resources").
On September 15, 2021, the Company further extended the loan maturity on Danbury Fair Mall to July 1, 2022. The interest rate remained unchanged, and the Company repaid $10.0 million of the outstanding loan balance at closing.
On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023.
During the year ended December 31, 2021, the Company repaid $1.7 billion of debt then outstanding, including the $985 million repaid in connection with entering into the new credit agreement in April 2021. These repaid amounts represented an approximately 20% reduction in the debt outstanding, at the Company’s share, since December 31, 2020.

Financing Activities:
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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 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 May 6, 2022, the Company closed on a two-year extension for The Oaks $175.4 million 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.
RedevelopmentOn July 1, 2022, the Company further extended the loan maturity on Danbury Fair Mall to July 1, 2023. The interest rate remained unchanged at 5.5%, and Development Activities: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 completed the process of transitioning the property to a loan receiver.
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 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.
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 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.

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On January 20, 2023, the Company exercised its one-year extension option of the loan on Fashion District Philadelphia to January 22, 2024. The interest rate is SOFR plus 3.60% and the Company repaid $26.1 million of the outstanding loan balance at closing.
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.
On March 22, 2023, the Company executed the one-year extension option on the credit facility to April 14, 2024. Effective March 13, 2023, the credit facility converted from LIBOR to 1-month Term SOFR (See "Liquidity and Capital Resources").
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 with Hudson Pacific Properties is redeveloping One Westside into 584,000 square feet of creative office space and 96,000 square feet of dining and entertainment space. The entire creative office space has been leased to Google and is expected to be completed in the third quarter of 2022. During the fourth quarter of 2021, the joint venture delivered the office space to Google for tenant improvement work, which Google has commenced. The total cost of the project is estimated to be between $500.0repaid $10.0 million and $550.0($5.1 million with $125.0 million to $137.5 million estimated to beat the Company's pro rata share. The Company has incurred $112.2 millionshare) of the total $448.9 million incurred byoutstanding loan balance at closing. The interest rate on the joint venture as of March 31, 2022. The joint venture expects to fund the remaining costs of the development with its $414.6 million construction loan.loan remains unchanged at 3.73%.
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 $40.5$38.6 million of the total $81.0$77.2 million incurred by the joint venture as of March 31, 2022.2023.
In connectionThe 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 co-working space. The total cost of the closuresproject is estimated to be between $35.0 million and lease rejections$40.0 million. The Company has incurred approximately $1.4 million as of several Sears stores owned or partially owned byMarch 31, 2023. The anticipated opening is in 2024.
The Company’s joint venture in Scottsdale Fashion Square, a 1,881,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the Company, the Company anticipates spendingproject is estimated to be between $130.0$80.0 million and $90.0 million, with $40.0 million and $45.0 million estimated to $160.0 million atbe the Company’s pro rata share to redevelop the Sears stores. The anticipated openings of such redevelopments are expected to occur over several years. The estimated range of redevelopment costs could increase if the Company or its joint venture decides to expand the scope of the redevelopments.share. The Company has funded $41.1incurred $5.7 million at its pro rata shareof the total $11.3 million incurred by the joint venture as of March 31, 2022.2023. The anticipated opening is in 2024.
Other Transactions and Events:
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. As a result, all of the markets that the Company operates in were subject to stay-at-home orders, and the majority of its properties were temporarily closed in part or completely. Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020. As of the date of this Quarterly Report on Form 10-Q, government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company's markets. Although overall fundamentals at the Centers continued to improve during 2021 and into the first quarter of 2022, the Company expects that the COVID-19 pandemic, including the emergence of new variants, will continue to negatively impact its results for the remainder of 2022 due, in part, to reduced occupancy relative to pre-COVID levels and additional Anchor closures, among other factors.
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 in the year ended December 31, 2021.of 2022. On January 27, 2022,2023, the Company declared a first quarter cash dividend of $0.15$0.17 per share of its common stock, which was paid on March 3, 20222023 to stockholders of record on February 18, 2022.17, 2023. On May 9, 2022,April 28, 2023, the Company declaredannounced a second quarter cash dividend of $0.15$0.17 per share of its common stock, which will be paid on June 3, 20222, 2023 to stockholders of record on May 20, 2022.19, 2023. The dividend amount will be reviewed by the Board on a quarterly basis.
In connection with the commencement of separate "at the market" offering programs, on each of February 1, 2021 and March 26, 2021, which are referred to as the "February 2021 ATM Program" and the "March 2021 ATM Program," respectively, and collectively as the "ATM Programs," the Company entered into separate equity distribution agreements with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $1 billion under the ATM Programs. As of March 31, 2022,2023, 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 “—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.


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Inflation:
In the last five years, inflation has not had a significant impact on the Company. Most of the leases at the Centers have rent adjustments periodically throughout the lease term. 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 enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property

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taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, most leases require the tenants to pay their pro rata share of property taxes and utilities. Inflation is expected to have a negative impact on the Company's costs in 2023.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, the allocation of purchase price between tangible and intangible assets, capitalization of costs and fair value measurements. The Company's significant accounting policies and estimates are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company's Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical.
Acquisitions:
Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition. For both business combinations and asset acquisitions, the Company allocates the purchase price of properties to acquired tangible assets and intangible assets and liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase price using a relative fair value method allocating all accumulated costs. For business combinations, the Company expenses transaction costs incurred and allocates purchase price based on the estimated fair value of each separately identified asset and liability. The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus any below-market fixed rate renewal options. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space.
Remeasurement gains and losses are recognized when the Company becomes the primary beneficiary of an existing equity method investment that is a variable interest entity to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment, and remeasurement losses to the extent the carrying value of the investment exceeds the fair value. The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate and market rents.


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Asset Impairment:
The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis or a contracted sales price, with the carrying value

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of the related assets. The Company generally holds and operates its properties long-term, which decreases the likelihood of their carrying values not being recoverable. A shortened holding period increases the risk that the carrying value of a long-lived asset is not recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.
The Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary. The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other-than-temporary.
Fair Value of Financial Instruments:
The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company calculates the fair value of financial instruments and includes this additional information in the Notes to the Consolidated Financial Statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.
The Company records its financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements) obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations. The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including 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.
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 in Management’s Overview and Summary above, including the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (as defined below).
For purposes of the discussion below, the Company defines “Same Centers” as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison. 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 moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers and the Disposition Properties, for the periods of comparison.
For the comparison of the three months ended March 31, 20222023 to the three months ended March 31, 2021,2022, the Disposition PropertiesJV Transition Centers are Paradise Valleythe two former Sears parcels at Deptford Mall and Tucson La Encantada.

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the three months ended March 31, 2023 to the three months ended March 31, 2022, there are no Redevelopment Properties or Disposition Properties.
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 (loss) incomeloss of unconsolidated joint ventures.

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The Company considers tenant annual sales, occupancy rates (excluding large retail stores or “Anchors”) and releasing spreads (i.e., a comparison of initial average base rent per square foot on leases executed during the trailing twelve months to average base rent per square foot at expiration for the leases expiring during the trailing twelve months based on the spaces 10,000 square feet and under) to be key performance indicators of the Company’s internal growth.
During the first quarter of 2022,2023, comparable tenant sales for spaces less than 10,000 square feet across the portfolio increased by 14.5%0.1% relative to the first quarter of 2021 and 11.5% relative to pre-COVID sales during the first quarter of 2019.2022. The leased occupancy rate of 92.2% at March 31, 2023 represented a 0.9% increase from 91.3% at March 31, 2022 represented a 2.8% increase from 88.5% at March 31, 2021.2022. Releasing spreads increased as the Company executed leases at an average rent of $58.09$60.29 for new and renewal leases executed compared to $57.35$56.54 on leases expiring, resulting in a releasing spread increase of $0.74$3.75 per square foot, or 1.3%6.6%, for the trailing twelve months ended March 31, 2022.2023.
The Company continues to renew or replace leases that are scheduled to expire in 2022,2023, however, fordue to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 20222023 or beyond. The remaining 20222023 lease expirations continue to be an important focal point for the Company. As of March 31, 2022,2023, the Company has executed renewal leases or commitments from retailerson 67% of its 2023 expiring square footage of space that are in lease documentation for 56% of the leased space expiring in 2022, andis not otherwise expected to close, with another 35% of such expiring space is20% in the letter of intent stage. Excluding those leases, the remaining leases expiring in 2022, which represent approximately 202,000 square feet of the Centers, are in the prospecting stage.
During the quarter ended March 31, 2022,2023, the Company signed 8280 new leases and 138176 renewal leases comprising approximately 617,000949,000 square feet of GLA. The average tenant allowance was $18.09$34.61 per square foot.
Outlook
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. Although fundamentals at the Centers continued to improve during 20212022 and into the first quarter of 2022, the Company expects that the COVID-19 pandemic,2023, operating results in 2023 could be negatively impacted by certain macro-economic factors, including the emergence of new variants, will continue to negatively impact its results for the remainder of 2022 due,any continued increase in part, to reduced occupancy relative to pre-COVID levelsinflation and additional Anchor closures, among other factors.interest rates or an economic slowdown or recession.
All Centers have been open and operating since October 7, 2020. As of the date of this Quarterly Report on Form 10-Q, government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company’s markets. The Company experienced a positive impact to its leasing revenue during the three months ended March 31, 2022 as leasing revenue increased by approximately 9.6%, including joint venturesTraffic at the Company’s share, compared to the three months ended March 31, 2021. This increase was primarily due to (i) increases in percentage rent, which was primarily driven by accelerating tenant salesCenters were generally consistent throughout all of 2022 and (ii) decreases in bad debt reserves and decreases in retroactive rent abatements incurred in the first quarter of 20222023 when compared to the first quarter of 2021; which were partially offset by decreases in leasing revenue from the Disposition Properties and The Shops at North Bridge, at the Company's share (See “—Dispositions” above).
Sales and traffic at the Company’s Centers continued to improvepre-pandemic 2019 levels. Traffic levels averaged approximately 97% during the first quarter of 2022 with extremely high customer conversion rates. Traffic levels during2023 as compared to 2022. Portfolio tenant sales from spaces less than 10,000 square feet were $866 compared to $869 for the first quarter of 2022 continued to range in the mid 90%’s relative to the pre-pandemic first quarter of 2019.trailing twelve months ended December 31, 2022. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 14.5% and 11.5% relative to the first quarter of 2021 and the pre-COVID sales during the first quarter of 2019, respectively. Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended March 31, 2023 increased by 0.1% compared to the same timeframe in 2022.
During 2022, were $843,the Company leased 3.8 million square feet, which is a record highrepresented the strongest year of leasing volume for the Company.
Company when measured on a comparable center basis since before the 2009 Global Financial Crisis, and leasing volumes for the first quarter of 2023 significantly exceeded those from the first quarter of 2022. During the first quarter of 2022,2023, the Company signed 220256 leases for approximately 617,000949,000 square feet, compared to 181214 leases and 693,000598,000 square feet relative to what was leased during the first quarter of 2021. Also during2022, representing a 59% increase in the first quarteramount of 2022,square footage leased and a 20% increase in the Company opened 188,000 square feetnumber of new spaces.leases signed on a comparable basis.
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. During the quarter ended March 31, 2022,2023, the Company signed deals foropened new stores with new-to-Macerich portfolio uses for over 103,000 square feet, with another nearly 326,000179,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Quarterly Report on Form 10-Q. During the twelve months ended December 31, 2022, the Company signed 101 leases for new stores with new-to-Macerich portfolio uses totaling approximately 441,000 square feet.
As of March 31, 2022,2023, the leased occupancy rate was 91.3%92.2%, a 2.8%0.9% increase compared to the leased occupancy rate at March 31, 20212022 of 88.5%91.3%.

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The Company’s rent collections have continued to significantly improve and are now comparable to pre-COVID-19 levels. The Company has now completed its negotiations with national and local tenants to secure rental payments. Those negotiations resulted in the Company entering into lease amendments which granted significant rental assistance in the form of rent deferral and/or rent reduction. Many of the Company’s leases contain co-tenancy clauses. Certain Anchor or small tenant closures have become permanent, whether caused by the pandemic, or otherwise, and co-tenancy clauses within certain leases may be triggered as a result. The Company does not anticipate that the negative impact of such clauses on lease revenue will be significant.
During the year ended December 31, 2021, the Company incurred $47.6 million of rent abatements at the Company’s share relating primarily to 2020 rents as a result of COVID-19 and negotiated $4.6 million of rent deferrals during the year ended December 31, 2021 at the Company’s share. During the three months ended March 31, 2022, the Company incurred less than $0.1 million of rent abatements at the Company’s share compared to $28.9 million for the three months ending March 31, 2021 which related primarily to 2020 rents as a result of COVID-19. The Company negotiated $0.6 million of rent deferrals during the three months ended March 31, 2021 at the Company’s share compared to less than $0.1 million of rent deferrals during the three months ended March 31, 2022. As of March 31, 2022, $3.6 million of the rent deferrals remain outstanding, with $2.2 million scheduled to be repaid during the remainder of 2022 and the balance scheduled for repayment in 2023 and thereafter.
During 2021, the pace of bankruptcy filings involving the Company’s tenants decreased substantially as compared to 2020,2021, with tenonly two bankruptcy filings totaling 62 leases and involving three of the Company’s tenants representing approximately 369,000111,000 square feet of leased space and $11.9$2.2 million of annual leasing revenue at the Company’s share. This included two leases totaling 139,000 square feet with a single department store retailer that quickly emerged from bankruptcy and assumed both of its leases with the Company. Excluding this department store retailer, bankruptcy filings during 2021 only involved approximately 230,000 square feet. The Company expectscontinues to expect that the pace of bankruptcy filings in 20222023 will similarly be lower than years priorrelatively low compared to 2020. Year-to-date in 2022,2023, there has onlyhave been onefive bankruptcy filingfilings involving a single tenant of the Company involving only 3,000Company’s tenants totaling ten leases and representing approximately 83,000 square feet of leased space.space and $2.5 million of annual leasing revenue at the Company's share.

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During 2022,2023, the Company expects to generate positive cash flow from operations after recurring operating capital expenditures, leasing capital expenditures and payment of dividends. This assumption does not include any potential capital generated from dispositions, refinancings or issuances of common equity. This expected surplus will be used to de-lever the Company’s balance sheet as well as to fund the Company’s development and redevelopment pipeline.
On October 26, 2021,The Company continues to make substantial progress addressing its near-term, non-recourse loan maturities, with five completed transactions since the start of the fourth quarter of 2022 totaling over $2.0 billion, or approximately $1.4 billion at the Company’s joint venture closed a $65 million, five-year loan, including extension options, that bears interest at LIBOR plus 4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loanpro rata share. For additional information on the property. Additionally,Company’s financing transactions in the year ended 2022 through the date of this Quarterly Report 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. On April 29, 2022, the Company closed on a new $72 million loan at Pacific View with a fixed rate of 5.29% that matures on May 6, 2032. On May 6, 2022, the Company closed on a two-year extension of the $175.4 million loan on The Oaks to June 5, 2024. The loan will now bear a fixed interest rate of 5.25%, and the Company repaid $5.0 million of the outstanding loan balance at closing (See “—FinancingForm 10-Q, see “Financing Activities” in Management’s Overview and Summary).Summary.
Rising interest rates are increasing the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led to higher interest rates on new fixed-rate debt. The Company expects to incur increased interest expense from the refinancing or extension of loans that may currently carry below-market interest rates. In certain cases, the Company may limit its exposure to interest rate fluctuations related to a portion of its floating-rate debt by using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow the Company to replace floating-rate debt with fixed-rate debt in order to achieve its desired ratio of floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes. For example, the Company’s prior swap agreements, which expired on September 30, 2021, resulted in increases in interest expense in 2021.
Comparison of Three Months Ended March 31, 20222023 and 20212022
Revenues:
Leasing revenue increaseddecreased by $23.9$4.4 million, or 13.3%2.1%, from 20212022 to 2022.2023. The increasedecrease in leasing revenue is attributed to an increasedecreases of $28.3$5.7 million from the Same Centers offset in part by a decreasean increase of $4.4$1.3 million from the Disposition Properties.JV Transition Centers. Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the provision forrecovery of bad debts. The amortization of above and below-market leases increased from $0.4 million in 2021 to $0.6 million in 2022.2022 to $1.1 million in 2023. Straight-line rents decreasedincreased from $4.8 million in 2021 to $(2.0) million in 2022.2022 to $(1.8) million in 2023. Lease termination income increaseddecreased from $2.9 million in 2021 to $11.8 million in 2022.2022 to $1.8 million in 2023. Percentage rent increaseddecreased from $6.9 million in 2021 to $8.6 million in 2022. Provision for2022 to $5.5 million in 2023. Recovery of (provision for) bad debts decreasedincreased from $3.2$(0.6) million in 20212022 to $0.6$1.0 million in 2022.

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Table2023. The decrease in lease revenue at the Same Centers is primarily due to the decrease in lease termination and percentage rent income offset by increases in tenant recoveries income and recovery of Contents
bad debts.
Other revenue increased from $5.3 million in 2021 to $6.3 million in 2022.2022 to $9.1 million in 2023. This increase is primarily due to increased parking garage income resulting from increased traffic atand interest income related to the Centers in 2022 compared to 2021 (See "Other Transactions and Events" in Management's Overview and Summary).Same Centers.
Management Companies' revenue increased from $5.6 million in 2021 to $6.4 million in 2022 to $6.8 million in 2023 due to an increase in managementleasing and development fees.
Shopping Center and Operating Expenses:
Shopping center and operating expenses decreased $3.2$2.4 million, or 4.2%3.3%, from 20212022 to 2022.2023. The decrease in shopping center and operating expenses is attributed to decreases of $1.6$2.8 million from the Same Centers, and $1.7 million from the Disposition Properties. The decrease in shopping center and operating expenses at the Same Centerswhich is primarily the result offrom a decrease in property tax expense.taxes and is offset in part by an increase of $0.4 million from the JV Transition Centers.
Leasing Expenses:
Leasing expenses increased from $5.2 million in 2021 to $7.6 million in 2022 to $9.7 million in 2023 due to an increase in compensation expense.
Management Companies' Operating Expenses:
Management Companies' operating expenses increased $2.1$2.0 million from 20212022 to 20222023 due to an increase in compensation expense.
REIT General and Administrative Expenses:
REIT general and administrative expenses decreased $1.2increased $0.1 million from 20212022 to 2022 primarily due to a decrease in consulting expense.2023.
Depreciation and Amortization:
Depreciation and amortization decreased $5.5$1.4 million from 20212022 to 2022.2023. The decrease in depreciation and amortization is attributed to decreases of $2.5$2.0 million from the Same Centers and $3.0 million from the Disposition Properties.
Interest Expense:
Interest expense decreased $2.0 million from 2021 to 2022. The decrease in interest expense was attributed to a decrease of $7.9 million from the Company's revolving line of credit and $0.8 million from the Disposition Properties, offset in part by an increase of $6.7$0.6 million from the JV Transition Centers.


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Interest Expense:
Interest expense decreased $12.4 million from 2022 to 2023. The decrease in interest expense is attributed to a decrease of $17.4 million from the financing arrangement discussed in Note 12 in the Company's Notes to the Consolidated Financial Statements. offset in part by increases of $3.3 million from the Same Centers and $2.0 million from higher interest rates and outstanding balances on the Company's revolving line of credit. The increasedecrease in interest expense from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties.
Equity in (Loss) IncomeLoss of Unconsolidated Joint Ventures:
Equity in (loss) incomeloss of unconsolidated joint ventures decreased $31.0increased $32.7 million from 20212022 to 20222023. The decreaseincrease in equity in (loss) incomeloss of unconsolidated joint ventures is primarily due to the write-down of assets as a result of the reduction in the estimated holding periods of certain properties.period in a joint venture.
Gain (loss) on Sale or Write Down of Assets, net:
Gain (loss) on sale or write down of assets, net increaseddecreased $2.7 million from a loss of $21.3 million in 20212022 to a gain of $6.5 million in 2022.2023. The increasedecrease is primarily due to an increase of gains on sale offewer land sales in 2022, offset by $27.3 million of impairment loss on Estrella Falls in 2021. The impairment loss was due to the reduction in the estimated holding period of the property.2023.
Net Loss:
Net loss decreased de$30.4creased $20.8 million from 20212022 to 2022. 2023. The decrease in net loss is primarily due to the write-down of assets held at unconsolidated joint ventures in 2022 as a result of the reduction in the estimated holding periods of certain properties.variances noted above.
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 increased 48.7%decreased 21.0% from $75.6112.4 million in 2022 to $88.7 million in 2021 to $112.4 million in 2022.2023. 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 excluding financing expense in connection with

—diluted
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Chandler Freehold, and FFO attributable to common stockholders and unit holders—diluted,holders, excluding financing expense in connection with Chandler FreeholdFreehold—diluted, see "Funds From Operations ("FFO")" below.
Operating Activities:
Cash provided by operating activities increased $13.2$15.3 million from 20212022 to 2022.2023. The increase is primarily due to the changes in assets and liabilities and the results, as discussed above.
Investing Activities:
Cash provided by investing activities decreased $26.8increased $71.2 million from 20212022 to 2022.2023. The decreaseincrease in cash provided by investing activities is primarily attributed to a decreasean increase in distributions from unconsolidated joint ventures of $122.1 million offset in part by decreases in proceeds from the sale of assets of $74.2$21.1 million offsetand proceeds from collection of receivable in part by increasesconnection with sale of joint venture property of $21.0 million. The increase in distributions from unconsolidated joint ventures is primarily due to the distribution of $18.7 millionnet loan proceeds from the Scottsdale Fashion Square refinance (See “—Financing Activities” in Management’s Overview and decreases of contributions to unconsolidated joint ventures of $6.3 million.Summary).
Financing Activities:
Cash provided byused in financing activities decreased $0.6 billionincreased $79.1 million from 20212022 to 2022.2023. The decreaseincrease in cash provided byused in financing activities is primarily due to the increase in payments on mortgages, bank and other notes payable of $115.4 million offset by proceeds received from salesproceeds from mortgages, bank and other notes payable of common shares under the ATM Programs of $597.1 million in 2021.$50.0 million.
Liquidity and Capital Resources
The Company anticipates meeting its liquidity needs for its operating expenses, debt service and dividend requirements for the next twelve months and beyond through cash generated from operations, distributions from unconsolidated joint ventures, working capital reserves and/or borrowings under its line of credit. Following the uncertain environment brought about by COVID-19, the Company took a number




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Table of previously disclosed measures in the years ended December 31, 2020 and 2021 to enhance its liquidity position over the short-term, but currently anticipates meeting its liquidity needs for the next twelve months as it has done historically.Contents
Uses of Capital
The following tables summarize capital expenditures incurred at the Centers (at the Company's pro rata share):
For the Three Months Ended March 31, For the Three Months Ended March 31,
(Dollars in thousands)(Dollars in thousands)20222021(Dollars in thousands)20232022
Consolidated Centers:Consolidated Centers:  Consolidated Centers:  
Acquisitions of property, building improvement and equipmentAcquisitions of property, building improvement and equipment$1,106 $3,670 Acquisitions of property, building improvement and equipment$3,867 $1,106 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers10,761 6,558 Development, redevelopment, expansions and renovations of Centers16,224 10,761 
Tenant allowancesTenant allowances5,454 4,696 Tenant allowances9,895 5,454 
Deferred leasing chargesDeferred leasing charges350 510 Deferred leasing charges1,078 350 
$17,671 $15,434 $31,064 $17,671 
Joint Venture Centers:Joint Venture Centers:  Joint Venture Centers:  
Acquisitions of property, building improvement and equipmentAcquisitions of property, building improvement and equipment$1,236 $842 Acquisitions of property, building improvement and equipment$1,464 $1,236 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers14,710 12,232 Development, redevelopment, expansions and renovations of Centers13,482 14,710 
Tenant allowancesTenant allowances6,657 2,550 Tenant allowances2,430 6,657 
Deferred leasing chargesDeferred leasing charges558 815 Deferred leasing charges675 558 
$23,161 $16,439 $18,051 $23,161 

The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be less than or comparable to 2021.2022. The Company expects to incur approximately $140.0 $160.0 million during 20222023 for development, redevelopment, expansion and renovations. This includes the Company's share of the remaining development costs of One Westside of approximately $30.0 million, which is fully funded by a non-recourse construction facility. Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of cash on hand, debt or equity financings, which are expected to include borrowings under the Company's line of credit, from property financings and construction loans, each to the extent available.

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Sources of Capital
The Company has also generated liquidity in the past, and may continue to do so in the future, through equity offerings and issuances, property refinancings, joint venture transactions and the sale of non-core assets. For example, the Company sold The Marketplace at Flagstaff in Flagstaff, Arizona on May 2, 2023 and sold Paradise Valley Mall in Phoenix, Arizona and Tucson La Encantada in Tucson, Arizona during the year ended December 31, 2021. The Company used the proceeds from these sales to pay down its line of credit and other debt obligations. During the year ended December 31, 2022 and three months ended March 31, 2023, the Company and certain joint venture partners sold various land parcels in separate transactions for aggregate proceeds of $63.3 million at the Company's share, which the Company used to pay down debt and for other general corporate purposes. Furthermore, the Company has filed a shelf registration statement, which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights, stock purchase contracts and units that may be sold from time to time by the Company.
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. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active. During the three months ended March 31, 2022,2023, no shares were issued under the March 2021 ATM Program. As of March 31, 2022,2023, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program.
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. For example, the credit markets have experienced and may continue to experience a slowdown stemming from broader market issues pertaining to various factors, including among others, the health of regional banks, prevailing market sentiment regarding various commercial real estate sectors and interest rate increases imposed by the Federal Reserve. The duration of any such impact is unknown. The Company expects to incur increased interest expense from the refinancing or extension of COVID-19. Increasesloans that may carry below-market interest rates. 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.

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The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at March 31, 20222023 was $6.9$6.84 billion (consisting of $4.5$4.28 billion of consolidated debt, less $0.5$0.40 billion of noncontrolling interests, plus $2.9$2.96 billion of its pro rata share of unconsolidated joint venture debt). 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.hand, with the exception of Towne Mall (See “—Financing Activities” in Management’s Overview and Summary).
The Company believes that the pro rata debt provides useful information to investors regarding its financial condition because it includes the Company’s share of debt from unconsolidated joint ventures and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis. The Company has several significant joint ventures and presenting its pro rata share of debt in this manner can help investors better understand the Company’s financial condition after taking into account the Company's economic interest in these joint ventures. The Company’s pro rata share of debt should not be considered as a substitute for the Company’s total consolidated debt determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.
The Company accounts for its investments in joint ventures that it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the consolidated balance sheets of the Company as investments in unconsolidated joint ventures.
As of March 31, 2022, one of the Company’s joint ventures had $50.0 million of debt that could become recourse to the Company should the joint venture be unable to discharge the obligation of the related debt.
Additionally, as of March 31, 2022,2023, the Company was contingently liable for $41.0$40.9 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of March 31, 2022,2023, $40.7 million of these letters of credit were secured by restricted cash. The Company does not believe that these letters of credit will result in a liability to the Company.
On October 26, 2021,The Company continues to make substantial progress addressing its near-term, non-recourse loan maturities, with five completed transactions since the start of the fourth quarter of 2022 totaling over $2.0 billion, or approximately $1.4 billion at the Company’s joint venture closed a $65 million, five-year loan, including extension options, that bears interest at LIBOR plus 4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loanpro rata share. For additional information on the property. Additionally,Company’s financing transactions in the year ended 2022 through the date of this Quarterly Report on February 2, 2022, the Company’s joint ventureForm 10-Q, see “Financing Activities” 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%Management’s Overview and matures on February 9, 2025, including extension options. On April 29, 2022, the Company closed on a new $72 million loan at Pacific View with a fixed rate of 5.29% that matures on May 6, 2032. On May 6, 2022, the Company closed on a two-year extension of the $175.4 million loan on The Oaks to June 5, 2024. The loan will now bear a fixed interest rate of 5.25%, and the Company repaid $5.0 million of the outstanding balance at closing.Summary.
The Company has a $700 million credit facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024. The revolving

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loan facility can be expanded up to $800 million, subject to receipt of lender commitments and other conditions. 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. On March 22, 2023, the Company executed the one-year extension option to April 14, 2024. Additionally, effective March 13, 2023, the credit facility converted from LIBOR to 1-month Term SOFR with an applicable benchmark replacement adjustment. As of March 31, 2022,2023, the borrowing rate was LIBORSOFR plus a spread of 2.25%. As of March 31, 2022,2023, borrowings under the credit facility were $76.0$78.0 million less unamortized deferred finance costs of $12.6$6.3 million for the revolving loan facility at a total interest rate of 3.76%8.35%. As of March 31, 2022,2023, the Company’s availability under the revolving loan facility for additional borrowings was $448.7$446.8 million.
Cash dividends and distributions for the three months ended March 31, 20222023 were $41.3$41.8 million (including distributions from consolidated joint ventures of $3.2 million), which were funded by operations.
At March 31, 2022,2023, the Company was in compliance with all applicable loan covenants under its agreements.
At March 31, 2022,2023, the Company had cash and cash equivalents of $128.2$112.2 million.















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Material Cash Commitments:
The following is a schedule of material cash commitments as of March 31, 20222023 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):
Payment Due by Period Payment Due by Period
Cash CommitmentsCash CommitmentsTotalLess than
1 year
1 - 3
years
3 - 5
years
More than
five years
Cash CommitmentsTotalLess than
1 year
1 - 3
years
3 - 5
years
More than
five years
Long-term debt obligations (includes expected interest payments)(1)Long-term debt obligations (includes expected interest payments)(1)$5,201,921 $1,306,727 $1,574,072 $687,878 $1,633,244 Long-term debt obligations (includes expected interest payments)(1)$5,061,807 $540,145 $1,993,879 $872,831 $1,654,952 
Lease obligations(2)Lease obligations(2)192,966 15,813 34,045 22,574 120,534 Lease obligations(2)178,323 11,079 34,187 23,899 109,158 
$5,394,887 $1,322,540 $1,608,117 $710,452 $1,753,778 $5,240,130 $551,224 $2,028,066 $896,730 $1,764,110 

(1)Interest payments on floating rate debt were based on rates in effect at March 31, 2022.2023.
(2)See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements.



























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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. 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. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.
The Company accounts for its joint venture in Chandler Freehold as a financing arrangement. In connection with this treatment, the Company recognizes financing expense on (i) the changes in fair value of the financing arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net income and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income. 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.
FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. 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. In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold and non-routine costs associated with extinguishment of debt provideprovides useful supplemental information regarding the Company’s performance as they showit 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 further believes that FFO on a diluted basis is a measure investors find most useful in measuring the dilutive impact of outstanding convertible securities.
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

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needs. 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 FFOdiluted. Management believes that to further understand the Company's performance, FFO should be compared with the Company's reported net (loss) income and considered in addition to cash flows in accordance with GAAP, as presented in the Company's consolidated financial statements.













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The following reconciles net loss attributable to the Company to FFO and FFOdiluted attributable to common stockholders and unit holders-basic and diluted, excluding financing expense in connection with Chandler Freehold for the three months ended March 31, 20222023 and 20212022 (dollars and shares in thousands):
For the Three Months Ended March 31, For the Three Months Ended March 31,
20222021 20232022
Net loss attributable to the CompanyNet loss attributable to the Company$(37,182)$(63,604)Net loss attributable to the Company$(58,733)$(37,182)
Adjustments to reconcile net loss attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:  
Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: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 PartnershipNoncontrolling interests in the Operating Partnership(1,501)(4,356)Noncontrolling interests in the Operating Partnership(2,453)(1,501)
(Gain) loss on sale or write down of assets, net—consolidated assets(6,453)21,283 
Gain on sale or write down of assets, net—consolidated assetsGain on sale or write down of assets, net—consolidated assets(3,779)(6,453)
Add: noncontrolling interests share of gain (loss) on sale or write down of assets—consolidated assets4,422 (46)
Add: noncontrolling interests share of gain on sale or write down of assets—consolidated assetsAdd: noncontrolling interests share of gain on sale or write down of assets—consolidated assets1,886 4,422 
Add: gain on sale of undepreciated assets—consolidated assetsAdd: gain on sale of undepreciated assets—consolidated assets15,082 4,096 Add: gain on sale of undepreciated assets—consolidated assets4,374 15,082 
Less: noncontrolling interests share of gain of undepreciated assets—consolidated assetsLess: noncontrolling interests share of gain of undepreciated assets—consolidated assets(4,422)(1,191)Less: noncontrolling interests share of gain of undepreciated assets—consolidated assets(1,886)(4,422)
Loss on write-down of non-real estate assets—consolidated assetsLoss on write-down of non-real estate assets—consolidated assets(2,000)(1,200)Loss on write-down of non-real estate assets—consolidated assets— (2,000)
Loss (gain) on sale or write down of assets—unconsolidated joint ventures, net(1)29,827 (27)
Loss on sale or write down of assets—unconsolidated joint ventures, net(1)Loss on sale or write down of assets—unconsolidated joint ventures, net(1)50,127 29,827 
Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1)Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1)104 599 
Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1)599 — 
Depreciation and amortization—consolidated assetsDepreciation and amortization—consolidated assets72,856 78,396 Depreciation and amortization—consolidated assets71,453 72,856 
Less: noncontrolling interests in depreciation and amortization—consolidated assetsLess: noncontrolling interests in depreciation and amortization—consolidated assets(7,813)(4,075)Less: noncontrolling interests in depreciation and amortization—consolidated assets(3,648)(7,813)
Depreciation and amortization—unconsolidated joint ventures(1)Depreciation and amortization—unconsolidated joint ventures(1)44,401 47,106 Depreciation and amortization—unconsolidated joint ventures(1)42,507 44,401 
Less: depreciation on personal propertyLess: depreciation on personal property(2,950)(3,378)Less: depreciation on personal property(2,177)(2,950)
FFO attributable to common stockholders and unit holders—basic and dilutedFFO attributable to common stockholders and unit holders—basic and diluted104,866 73,004 FFO attributable to common stockholders and unit holders—basic and diluted97,775 104,866 
Financing expense in connection with Chandler FreeholdFinancing expense in connection with Chandler Freehold7,505 2,551 Financing expense in connection with Chandler Freehold(9,067)7,505 
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and dilutedFFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted$112,371 $75,555 FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted88,708 112,371 
Weighted average number of FFO shares outstanding for:Weighted average number of FFO shares outstanding for:  Weighted average number of FFO shares outstanding for:  
FFO attributable to common stockholders and unit holders—basic(2)FFO attributable to common stockholders and unit holders—basic(2)223,501 169,436 FFO attributable to common stockholders and unit holders—basic(2)224,271 223,501 
Adjustments for impact of dilutive securities in computing FFO—diluted:Adjustments for impact of dilutive securities in computing FFO—diluted:Adjustments for impact of dilutive securities in computing FFO—diluted:
Share and unit based compensation plans Share and unit based compensation plans— —  Share and unit based compensation plans— — 
Weighted average number of FFO shares outstanding for FFO attributable to common stockholders and unit holders—basic and diluted(2)Weighted average number of FFO shares outstanding for FFO attributable to common stockholders and unit holders—basic and diluted(2)223,501 169,436 Weighted average number of FFO shares outstanding for FFO attributable to common stockholders and unit holders—basic and diluted(2)224,271 223,501 
(1)     Unconsolidated joint ventures are presented at the Company's pro rata share.
(2)     Calculated based upon basic net income as adjusted to reach basic FFO. Includes 8.79.0 million and 10.98.7 million of OP Units outstanding for the three months ended March 31, 20222023 and 2021,2022, respectively.
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans 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.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a ratio of fixed rate, long-term debt to total debt such that floating rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term floating rate debt through the use of interest rate caps and/or swaps with matching maturities where appropriate, (3) using treasury rate locks where appropriate to fix rates on anticipated debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or equity.
The following table sets forth information as of March 31, 20222023 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 DateExpected Maturity Date
For the twelve months ending March 31,    For the twelve months ending March 31,   
20232024202520262027ThereafterTotalFair Value 20242025202620272028ThereafterTotalFair Value
CONSOLIDATED CENTERS:CONSOLIDATED CENTERS:        CONSOLIDATED CENTERS:        
Long-term debt:Long-term debt:        Long-term debt:        
Fixed rateFixed rate$725,098 $98,749 $978,205 $218,289 $325,000 $1,460,000 $3,805,341 $3,645,423 Fixed rate$276,242 $1,129,704 $219,286 $326,052 $373,457 $1,525,702 $3,850,443 $3,488,241 
Average interest rateAverage interest rate4.19 %5.73 %3.70 %3.49 %3.59 %4.00 %3.94 % Average interest rate5.49 %3.91 %3.50 %3.59 %5.88 %4.05 %4.22 % 
Floating rateFloating rate427,820 192,102 76,000 — — — 695,922 678,095 Floating rate78,320 78,000 300,000 — — — 456,320 443,762 
Average interest rateAverage interest rate2.21 %4.00 %2.57 %— %— %— %2.74 % Average interest rate8.27 %7.16 %6.16 %— %— %— %6.69 % 
Total debt—Consolidated CentersTotal debt—Consolidated Centers$1,152,918 $290,851 $1,054,205 $218,289 $325,000 $1,460,000 $4,501,263 $4,323,518 Total debt—Consolidated Centers$354,562 $1,207,704 $519,286 $326,052 $373,457 $1,525,702 $4,306,763 $3,932,003 
UNCONSOLIDATED JOINT VENTURE CENTERS:UNCONSOLIDATED JOINT VENTURE CENTERS:        UNCONSOLIDATED JOINT VENTURE CENTERS:        
Long-term debt (at Company's pro rata share):Long-term debt (at Company's pro rata share):        Long-term debt (at Company's pro rata share):        
Fixed rate(1)Fixed rate(1)$393,868 $653,241 $32,343 $227,668 $345,802 $1,046,215 $2,699,137 $2,621,669 Fixed rate(1)$460,717 $127,763 $227,653 $665,071 $946,006 $451,062 $2,878,272 $2,705,922 
Average interest rateAverage interest rate3.73 %3.70 %3.95 %4.13 %3.63 %3.91 %3.82 % Average interest rate4.10 %6.76 %4.13 %5.69 %4.83 %3.77 %4.77 % 
Floating rateFloating rate— 11,500 66,809 — 121,750 — 200,059 180,890 Floating rate11,500 80,295 — — 138 — 91,933 89,477 
Average interest rateAverage interest rate— %2.06 %1.93 %— %3.82 %— %3.09 % Average interest rate6.65 %6.27 %— %— %7.46 %— %6.31 % 
Total debt—Unconsolidated Joint Venture CentersTotal debt—Unconsolidated Joint Venture Centers$393,868 $664,741 $99,152 $227,668 $467,552 $1,046,215 $2,899,196 $2,802,559 Total debt—Unconsolidated Joint Venture Centers$472,217 $208,058 $227,653 $665,071 $946,144 $451,062 $2,970,205 $2,795,399 

(1)     On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan to April 3, 2026, including extension options. The Company's joint venture repaid $10,000 ($5,100 at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73% (See “—Financing Activities” in Management’s Overview and Summary).
The Consolidated Centers' total fixed rate debt at each of March 31, 20222023 and December 31, 20212022 was $3.8 billion.$3.9 billion and $3.7 billion, respectively. The average interest rate on the fixed rate debt at each of March 31, 20222023 and December 31, 20212022 was 3.94%.4.22% and 4.01%, respectively. The Consolidated Centers' total floating rate debt at each of March 31, 20222023 and December 31, 20212022 was $695.9$456.3 million and $738.9$700.7 million, respectively. The average interest rate on the floating rate debt at March 31, 20222023 and December 31, 20212022 was 2.74%6.69% and 2.61%6.53%, respectively.
The Company's pro rata share of the unconsolidated joint venture Centers' fixed rate debt at March 31, 20222023 and December 31, 20212022 was $2.7$2.9 billion and $2.8$2.7 billion, respectively. The average interest rate on the fixed rate debt at March 31, 20222023 and December 31, 20212022 was 3.82%4.77% and 3.83%4.46%, respectively. The Company's pro rata share of the unconsolidated joint venture Centers' floating rate debt at March 31, 20222023 and December 31, 20212022 was $200.1$91.9 million and $104.3$90.7 million, respectively. The average interest rate on the floating rate debt at March 31, 20222023 and December 31, 20212022 was 3.09%6.31% and 2.60%5.81%, respectively.
The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value. Interest rate cap agreements offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements effectively replace a floating rate on the notional amount with a fixed rate as noted above. As of March 31, 2022,2023, the Company has three 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

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or SOFR) for the loans can rise. As of the date of this Quarterly Report on Form 10-Q, 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. 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.
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 $9.0$5.5 million per year based on $0.9 billion$548.3 million of floating rate debt outstanding at March 31, 2022.2023.
The fair value of the Company's long-term debt is estimated based on a present value model utilizing interest rates that reflect the risks associated with long-term debt of similar risk and duration. 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).
The LIBOR benchmark has been the subject of national, international and other regulatory guidance and proposals for reform and replacement, with mostCompany expects that all LIBOR settings relevant to the Company not expectedit will cease to be published or will no longer be representative after June 30, 2023. As a result, any of the Company's LIBOR-based borrowings that extend beyond such date will need to be converted to a replacement rate. If a contract is not transitioned to an alternative variable rate and LIBOR is discontinued, the impact is likely to vary by contract. As of March 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.
The discontinuation of LIBOR willhas not affectaffected the Company'sCompany’s ability to borrow or maintain already outstanding borrowings or swaps, but ifhedging transactions. As of March 31, 2023, each of the Company's contracts indexed to LIBOR, including certain contractsagreements governing the Company'sCompany’s variable rate debt has been converted to a SOFR-based interest rate, with the variable rate debtexception of the Company's joint ventures andSanta Monica Place LIBOR-based loan. The Company has not incurred significant costs in completing such conversions to SOFR, nor have the Company's interest rate swaps, are converted to an alternative rate, the differences could result in interest costs that are higher than if LIBOR remained available. It is not yet possible to predict the magnitude of LIBOR’s end on the Company'sCompany’s borrowing costs givenchanged significantly from such conversions. The Company is in the remaining uncertainty about which ratesprocess of converting the Santa Monica Place loan to SOFR, and expects to complete this conversion during the second quarter of 2023. The Company does not expect that the costs of converting the Santa Monica Place loan will replace LIBOR.be significant, nor does it expect the borrowing costs on this loan to change significantly.
Item 4.    Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation as of March 31, 2022,2023, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In addition, there has been no change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION
Item 1.   Legal Proceedings
None of the Company, the Operating Partnership, the Management Companies or their respective affiliates are currently involved in any material legal proceedings, although from time-to-time they are involved in various legal proceedings that arise in the ordinary course of business.
Item 1A.  Risk Factors
There have been no material changes to the risk factors relating to the Company set forth under the caption "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.2022.





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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
NoneNone.
Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
January 1, 20222023 to January 31, 20222023— $— — $278,707,048 
February 1, 20222023 to February 28, 20222023— — — $278,707,048 
March 1, 20222023 to March 31, 20222023— — — $278,707,048 
Total— $— — 
(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.
Item 3.  Defaults Upon Senior Securities
Not Applicable
Item 4.  Mine Safety Disclosures
Not Applicable
Item 5.  Other Information
Not Applicable

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Item 6.  Exhibits
Exhibit
Number
Description
3.1Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
3.1.1Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).


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Exhibit
Number
Description
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
* Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.
** Furnished herewith.

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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  THE MACERICH COMPANY
 By:/s/ SCOTT W. KINGSMORE
Scott W. Kingsmore
 Senior Executive Vice President, Treasurer and Chief Financial Officer
Date:May 10, 20228, 2023(Principal Financial Officer)


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