10-K 1 mac-20231231.htm 10-K mac-20231231
00009122422023FYfalsehttp://www.macerich.com/20231231#OperatingAndFinanceLeaseLiabilityhttp://www.macerich.com/20231231#OperatingAndFinanceLeaseLiabilityhttp://www.macerich.com/20231231#OperatingAndFinanceLeaseLiabilityhttp://www.macerich.com/20231231#OperatingAndFinanceLeaseLiability00009122422023-01-012023-12-3100009122422023-06-30iso4217:USD00009122422024-02-22xbrli:shares00009122422023-12-3100009122422022-12-310000912242us-gaap:RelatedPartyMember2023-12-310000912242us-gaap:RelatedPartyMember2022-12-31iso4217:USDxbrli:shares00009122422022-01-012022-12-3100009122422021-01-012021-12-310000912242us-gaap:RealEstateOtherMember2023-01-012023-12-310000912242us-gaap:RealEstateOtherMember2022-01-012022-12-310000912242us-gaap:RealEstateOtherMember2021-01-012021-12-310000912242us-gaap:ManagementServiceMember2023-01-012023-12-310000912242us-gaap:ManagementServiceMember2022-01-012022-12-310000912242us-gaap:ManagementServiceMember2021-01-012021-12-310000912242us-gaap:RealEstateMember2023-01-012023-12-310000912242us-gaap:RealEstateMember2022-01-012022-12-310000912242us-gaap:RealEstateMember2021-01-012021-12-310000912242us-gaap:RelatedPartyMember2023-01-012023-12-310000912242us-gaap:RelatedPartyMember2022-01-012022-12-310000912242us-gaap:RelatedPartyMember2021-01-012021-12-310000912242us-gaap:NonrelatedPartyMember2023-01-012023-12-310000912242us-gaap:NonrelatedPartyMember2022-01-012022-12-310000912242us-gaap:NonrelatedPartyMember2021-01-012021-12-310000912242us-gaap:CommonStockMember2020-12-310000912242us-gaap:AdditionalPaidInCapitalMember2020-12-310000912242us-gaap:RetainedEarningsMember2020-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000912242us-gaap:ParentMember2020-12-310000912242us-gaap:NoncontrollingInterestMember2020-12-3100009122422020-12-310000912242us-gaap:RetainedEarningsMember2021-01-012021-12-310000912242us-gaap:ParentMember2021-01-012021-12-310000912242us-gaap:NoncontrollingInterestMember2021-01-012021-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000912242us-gaap:CommonStockMember2021-01-012021-12-310000912242us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000912242us-gaap:CommonStockMember2021-12-310000912242us-gaap:AdditionalPaidInCapitalMember2021-12-310000912242us-gaap:RetainedEarningsMember2021-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000912242us-gaap:ParentMember2021-12-310000912242us-gaap:NoncontrollingInterestMember2021-12-3100009122422021-12-310000912242us-gaap:RetainedEarningsMember2022-01-012022-12-310000912242us-gaap:ParentMember2022-01-012022-12-310000912242us-gaap:NoncontrollingInterestMember2022-01-012022-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000912242us-gaap:CommonStockMember2022-01-012022-12-310000912242us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000912242us-gaap:CommonStockMember2022-12-310000912242us-gaap:AdditionalPaidInCapitalMember2022-12-310000912242us-gaap:RetainedEarningsMember2022-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000912242us-gaap:ParentMember2022-12-310000912242us-gaap:NoncontrollingInterestMember2022-12-310000912242us-gaap:RetainedEarningsMember2023-01-012023-12-310000912242us-gaap:ParentMember2023-01-012023-12-310000912242us-gaap:NoncontrollingInterestMember2023-01-012023-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000912242us-gaap:CommonStockMember2023-01-012023-12-310000912242us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000912242us-gaap:CommonStockMember2023-12-310000912242us-gaap:AdditionalPaidInCapitalMember2023-12-310000912242us-gaap:RetainedEarningsMember2023-12-310000912242us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000912242us-gaap:ParentMember2023-12-310000912242us-gaap:NoncontrollingInterestMember2023-12-310000912242mac:TheMacerichPartnershipLPMember2023-12-31xbrli:puremac:entity0000912242us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000912242us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-12-310000912242mac:FashionDistrictPhiladelphiaMember2023-12-090000912242srt:MinimumMember2023-01-012023-12-310000912242srt:MaximumMember2023-01-012023-12-310000912242srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-12-310000912242srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-12-310000912242srt:MinimumMembermac:TenantImprovementsMember2023-12-310000912242srt:MaximumMembermac:TenantImprovementsMember2023-12-310000912242srt:MinimumMembermac:EquipmentAndFurnishingsMember2023-12-310000912242srt:MaximumMembermac:EquipmentAndFurnishingsMember2023-12-31mac:formmac:segmentmac:area0000912242us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermac:CenterInNewYorkCityMember2023-01-012023-12-310000912242us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermac:CenterInNewYorkCityMember2022-01-012022-12-310000912242mac:PreferredNonparticipatingConvertibleUnitsMember2023-01-012023-12-310000912242mac:PreferredNonparticipatingConvertibleUnitsMember2022-01-012022-12-310000912242mac:PreferredNonparticipatingConvertibleUnitsMember2021-01-012021-12-310000912242mac:PartnershipUnitsMember2023-01-012023-12-310000912242mac:PartnershipUnitsMember2022-01-012022-12-310000912242mac:PartnershipUnitsMember2021-01-012021-12-310000912242mac:AMTysonsLLCMember2023-12-310000912242mac:BiltmoreShoppingCenterPartnersLLCMember2023-12-310000912242mac:CorteMaderaVillageLLCMember2023-12-310000912242mac:CountryClubPlazaKCPartnersLLCMember2023-12-310000912242mac:KierlandCommonsInvestmentLLCMember2023-12-310000912242mac:MacerichHHFBroadwayPlazaLLCBroadwayPlazaMember2023-12-310000912242mac:MacerichHHFCentersLLCVariousPropertiesMember2023-12-310000912242mac:NewRiverAssociatesLLCArrowheadTowneCenterMember2023-12-310000912242mac:PacificPremierRetailLLCMember2023-12-310000912242mac:PropcorIIAssociatesLLCBoulevardShopsMember2023-12-310000912242mac:PVLandSPELLCMember2023-12-310000912242mac:ScottsdaleFashionSquarePartnershipMember2023-12-310000912242mac:TMTRSHoldingCompanyLLCValenciaPlaceatCountryClubPlazaMember2023-12-310000912242mac:TysonsCornerLLCMember2023-12-310000912242mac:TysonsCornerHotelILLCMember2023-12-310000912242mac:TysonsCornerPropertyHoldingsIILLCMember2023-12-310000912242mac:TysonsCornerPropertyLLCMember2023-12-310000912242mac:WestAcresDevelopmentLLPMember2023-12-310000912242mac:WMAPLLCAtlasParkMember2023-12-310000912242mac:ParadiseValleyMallMemberus-gaap:CorporateJointVentureMember2021-03-290000912242mac:ParadiseValleyMallMemberus-gaap:CorporateJointVentureMember2021-03-292021-03-290000912242mac:TheShopsAtAtlasParkMemberus-gaap:CorporateJointVentureMember2021-10-262021-10-260000912242mac:TheShopsAtAtlasParkMemberus-gaap:CorporateJointVentureMembermac:LondonInterbankOfferedRateLIBOR1Member2021-10-262021-10-260000912242mac:TheShopsAtAtlasParkMemberus-gaap:CorporateJointVentureMembermac:LondonInterbankOfferedRateLIBOR1Member2021-10-260000912242mac:TheShopsAtAtlasParkMemberus-gaap:CorporateJointVentureMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2021-10-260000912242mac:NorthBridgeChicagoIllinoisMemberus-gaap:CorporateJointVentureMember2021-12-312021-12-310000912242mac:NorthWabashChicagoIllinoisMemberus-gaap:CorporateJointVentureMember2021-12-312021-12-310000912242mac:FlatIronCrossingMemberus-gaap:CorporateJointVentureMember2022-02-022022-02-020000912242mac:FlatIronCrossingMemberus-gaap:CorporateJointVentureMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-02-022022-02-020000912242mac:PeriodOneMembermac:FlatIronCrossingMemberus-gaap:CorporateJointVentureMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-02-020000912242mac:FlatIronCrossingMemberus-gaap:CorporateJointVentureMembermac:PeriodTwoMember2022-02-020000912242mac:ThirdPartyMembermac:SearsDeptfordMallAndVintageFaireMallMemberus-gaap:CorporateJointVentureMember2022-08-020000912242mac:SearsDeptfordMallAndVintageFaireMallMember2022-08-022022-08-020000912242us-gaap:CorporateJointVentureMembermac:SearsSouthPlainsMember2022-01-012022-12-310000912242mac:SearsDeptfordMallAndVintageFaireMallMember2022-08-020000912242mac:WashingtonSquareMemberus-gaap:CorporateJointVentureMember2022-11-142022-11-140000912242mac:WashingtonSquareMember2022-11-142022-11-140000912242mac:WashingtonSquareMemberus-gaap:CorporateJointVentureMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-11-142022-11-140000912242mac:WashingtonSquareMemberus-gaap:CorporateJointVentureMember2023-11-012023-11-010000912242mac:WashingtonSquareMember2023-11-012023-11-010000912242us-gaap:CorporateJointVentureMembermac:ScottsdaleFashionSquareMember2023-03-032023-03-030000912242us-gaap:CorporateJointVentureMembermac:ScottsdaleFashionSquareMember2023-03-030000912242mac:DeptfordMallMemberus-gaap:CorporateJointVentureMember2023-04-252023-04-250000912242mac:DeptfordMallMember2023-04-252023-04-250000912242mac:DeptfordMallMemberus-gaap:CorporateJointVentureMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-04-250000912242us-gaap:CorporateJointVentureMembermac:CountryClubPlazaMember2023-05-090000912242mac:CountryClubPlazaMember2023-05-090000912242us-gaap:CorporateJointVentureMembermac:CountryClubPlazaMember2023-01-012023-12-310000912242mac:ThirdPartyMembermac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMemberus-gaap:CorporateJointVentureMember2023-05-180000912242mac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMemberus-gaap:CorporateJointVentureMembermac:SeritageMember2018-05-17mac:property0000912242mac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMemberus-gaap:CorporateJointVentureMember2023-05-182023-05-180000912242us-gaap:CorporateJointVentureMembermac:SearsSouthPlainsMember2023-05-182023-05-180000912242mac:SearsDeptfordMallAndVintageFaireMallMember2023-05-180000912242mac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMemberus-gaap:CorporateJointVentureMember2023-05-180000912242us-gaap:CorporateJointVentureMembermac:TysonsCornerLLCMember2023-12-042023-12-040000912242us-gaap:CorporateJointVentureMemberus-gaap:FixedRateResidentialMortgageMembermac:TysonsCornerLLCMember2023-12-040000912242us-gaap:CorporateJointVentureMembermac:OfficePropertyInLosAngelesMember2023-12-27utr:sqft0000912242us-gaap:CorporateJointVentureMembermac:OfficePropertyInLosAngelesMember2023-12-272023-12-270000912242mac:OfficePropertyInLosAngelesMember2023-12-272023-12-270000912242mac:OfficePropertyInLosAngelesMember2023-12-270000912242us-gaap:CorporateJointVentureMembermac:PropcorIIAssociatesLLCBoulevardShopsMemberus-gaap:SubsequentEventMember2024-01-102024-01-100000912242us-gaap:CorporateJointVentureMembermac:PropcorIIAssociatesLLCBoulevardShopsMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:SubsequentEventMember2024-01-102024-01-100000912242us-gaap:CorporateJointVentureMembermac:PropcorIIAssociatesLLCBoulevardShopsMemberus-gaap:SubsequentEventMember2024-01-100000912242us-gaap:CorporateJointVentureMember2023-12-310000912242us-gaap:CorporateJointVentureMember2022-12-310000912242us-gaap:CorporateJointVentureMembermac:PacificPremierRetailLLCMember2023-12-310000912242us-gaap:CorporateJointVentureMembermac:PacificPremierRetailLLCMember2022-12-310000912242us-gaap:CorporateJointVentureMember2023-01-012023-12-310000912242us-gaap:CorporateJointVentureMember2022-01-012022-12-310000912242us-gaap:CorporateJointVentureMember2021-01-012021-12-310000912242us-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2023-01-012023-12-310000912242us-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2023-01-012023-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2023-01-012023-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2023-01-012023-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMember2023-01-012023-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2023-01-012023-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2023-01-012023-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMember2023-01-012023-12-310000912242us-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2022-01-012022-12-310000912242us-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2022-01-012022-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2022-01-012022-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2022-01-012022-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMember2022-01-012022-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2022-01-012022-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2022-01-012022-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMember2022-01-012022-12-310000912242us-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2021-01-012021-12-310000912242us-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2021-01-012021-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2021-01-012021-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2021-01-012021-12-310000912242us-gaap:RealEstateOtherMemberus-gaap:CorporateJointVentureMember2021-01-012021-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:PacificPremierRetailLPMember2021-01-012021-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMembermac:OtherJointVenturesMember2021-01-012021-12-310000912242us-gaap:RealEstateMemberus-gaap:CorporateJointVentureMember2021-01-012021-12-310000912242mac:SantaMonicaPlaceMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2023-12-310000912242mac:SantaMonicaPlaceMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2022-12-310000912242mac:TheMacerichPartnershipLPMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2023-12-310000912242mac:TheMacerichPartnershipLPMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2022-12-310000912242us-gaap:LandMember2023-12-310000912242us-gaap:LandMember2022-12-310000912242us-gaap:BuildingAndBuildingImprovementsMember2023-12-310000912242us-gaap:BuildingAndBuildingImprovementsMember2022-12-310000912242us-gaap:LeaseholdImprovementsMember2023-12-310000912242us-gaap:LeaseholdImprovementsMember2022-12-310000912242us-gaap:ConstructionInProgressMember2023-12-310000912242us-gaap:ConstructionInProgressMember2022-12-310000912242us-gaap:LandBuildingsAndImprovementsMember2023-01-012023-12-310000912242us-gaap:LandBuildingsAndImprovementsMember2022-01-012022-12-310000912242us-gaap:LandBuildingsAndImprovementsMember2021-01-012021-12-310000912242us-gaap:LandMember2023-01-012023-12-310000912242us-gaap:LandMember2022-01-012022-12-310000912242us-gaap:LandMember2021-01-012021-12-310000912242mac:FashionOutletOfNiagaraFallsMember2023-01-012023-12-310000912242mac:TowneMallMember2023-01-012023-12-310000912242mac:MSPortfolioLLCMember2023-01-012023-12-310000912242mac:TowneMallMember2022-01-012022-12-310000912242mac:NorthBridgeChicagoIllinoisMemberus-gaap:CorporateJointVentureMember2021-01-012021-12-310000912242mac:EstrellaFallsMember2021-01-012021-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMember2023-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel1Member2023-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2023-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2023-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMember2022-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2022-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel1Member2021-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2021-12-310000912242us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2021-12-310000912242us-gaap:MeasurementInputCapRateMemberus-gaap:IncomeApproachValuationTechniqueMember2023-12-310000912242us-gaap:MeasurementInputCapRateMemberus-gaap:IncomeApproachValuationTechniqueMember2022-12-310000912242us-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2023-12-310000912242us-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2022-12-310000912242mac:MeasurementInputMarketRentsPerSquareFootMemberMemberus-gaap:IncomeApproachValuationTechniqueMember2023-12-31iso4217:USDutr:sqft0000912242mac:MeasurementInputMarketRentsPerSquareFootMemberMemberus-gaap:IncomeApproachValuationTechniqueMember2022-12-310000912242us-gaap:AccruedIncomeReceivableMember2023-12-310000912242us-gaap:AccruedIncomeReceivableMember2022-12-31mac:lease0000912242us-gaap:LeasesAcquiredInPlaceMember2023-12-310000912242us-gaap:LeasesAcquiredInPlaceMember2022-12-310000912242us-gaap:LeasesAcquiredInPlaceMember2023-01-012023-12-310000912242us-gaap:LeasesAcquiredInPlaceMember2022-01-012022-12-310000912242us-gaap:LeasesAcquiredInPlaceMember2021-01-012021-12-310000912242us-gaap:AboveMarketLeasesMember2023-12-310000912242us-gaap:AboveMarketLeasesMember2022-12-310000912242mac:ChandlerFashionCenterMortgageMember2023-12-310000912242mac:ChandlerFashionCenterMortgageMember2022-12-310000912242mac:ChandlerFashionCenterMortgageMember2023-01-012023-12-310000912242mac:DanburyFairMallMortgageMember2023-12-310000912242mac:DanburyFairMallMortgageMember2022-12-310000912242mac:DanburyFairMallMortgageMember2023-01-012023-12-310000912242mac:FashionDistrictPhiladelphiaMember2023-12-310000912242mac:FashionDistrictPhiladelphiaMember2022-12-310000912242mac:FashionDistrictPhiladelphiaMember2023-01-012023-12-310000912242mac:FashionOutletsOfChicagoMortgageMember2023-12-310000912242mac:FashionOutletsOfChicagoMortgageMember2022-12-310000912242mac:FashionOutletsOfChicagoMortgageMember2023-01-012023-12-310000912242mac:FashionOutletsOfNiagaraFallsUSAMember2023-12-310000912242mac:FashionOutletsOfNiagaraFallsUSAMember2022-12-310000912242mac:FashionOutletsOfNiagaraFallsUSAMember2023-01-012023-12-310000912242mac:FreeholdRacewayMallMortgageMember2023-12-310000912242mac:FreeholdRacewayMallMortgageMember2022-12-310000912242mac:FreeholdRacewayMallMortgageMember2023-01-012023-12-310000912242mac:FresnoFashionFairMember2023-12-310000912242mac:FresnoFashionFairMember2022-12-310000912242mac:FresnoFashionFairMember2023-01-012023-12-310000912242mac:GreenAcresCommonsMember2023-12-310000912242mac:GreenAcresCommonsMember2022-12-310000912242mac:GreenAcresCommonsMember2023-01-012023-12-310000912242mac:GreenAcresMallMortgageMember2023-12-310000912242mac:GreenAcresMallMortgageMember2022-12-310000912242mac:GreenAcresMallMortgageMember2023-01-012023-12-310000912242mac:KingsPlazaMortgageMember2023-12-310000912242mac:KingsPlazaMortgageMember2022-12-310000912242mac:KingsPlazaMortgageMember2023-01-012023-12-310000912242mac:TheOaksOneMortgageMember2023-12-310000912242mac:TheOaksOneMortgageMember2022-12-310000912242mac:TheOaksOneMortgageMember2023-01-012023-12-310000912242mac:PacificViewMortgageMember2023-12-310000912242mac:PacificViewMortgageMember2022-12-310000912242mac:PacificViewMortgageMember2023-01-012023-12-310000912242mac:QueensCenterMember2023-12-310000912242mac:QueensCenterMember2022-12-310000912242mac:QueensCenterMember2023-01-012023-12-310000912242mac:SantaMonicaPlaceMortgageMember2023-12-310000912242mac:SantaMonicaPlaceMortgageMember2022-12-310000912242mac:SantaMonicaPlaceMortgageMember2023-01-012023-12-310000912242mac:SanTanVillageRegionalCenterMortgageMember2023-12-310000912242mac:SanTanVillageRegionalCenterMortgageMember2022-12-310000912242mac:SanTanVillageRegionalCenterMortgageMember2023-01-012023-12-310000912242mac:TowneMallMortgageMember2023-12-310000912242mac:TowneMallMortgageMember2022-12-310000912242mac:TowneMallMortgageMember2023-01-012023-12-310000912242mac:MallOfVictorValleyMortgageMember2023-12-310000912242mac:MallOfVictorValleyMortgageMember2022-12-310000912242mac:MallOfVictorValleyMortgageMember2023-01-012023-12-310000912242mac:VintageFaireMallMortgageMember2023-12-310000912242mac:VintageFaireMallMortgageMember2022-12-310000912242mac:VintageFaireMallMortgageMember2023-01-012023-12-310000912242mac:FreeholdRacewayMallMortgageMember2023-11-160000912242mac:FreeholdRacewayMallMortgageMember2023-11-162023-11-160000912242mac:DanburyFairMallMember2022-07-010000912242mac:DanburyFairMallMember2022-07-012022-07-010000912242mac:DanburyFairMallMember2023-07-012023-07-010000912242mac:DanburyFairMallMember2023-07-010000912242mac:DanburyFairMallMember2023-10-010000912242mac:DanburyFairMallMemberus-gaap:SubsequentEventMember2024-01-010000912242us-gaap:ScenarioPlanMembermac:DanburyFairMallMemberus-gaap:SubsequentEventMember2024-04-010000912242mac:DanburyFairMallMemberus-gaap:SubsequentEventMember2024-01-242024-01-240000912242mac:DanburyFairMallMemberus-gaap:SubsequentEventMember2024-01-240000912242mac:FashionDistrictPhiladelphiaMember2022-08-262022-08-260000912242mac:FashionDistrictPhiladelphiaMember2022-11-282022-11-280000912242mac:FashionDistrictPhiladelphiaMember2023-01-202023-01-200000912242mac:FashionDistrictPhiladelphiaMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-01-202023-01-200000912242mac:FashionDistrictPhiladelphiaMemberus-gaap:SubsequentEventMember2024-01-220000912242mac:GreenAcresCommonsMember2021-03-252021-03-250000912242mac:GreenAcresCommonsMembermac:LondonInterbankOfferedRateLIBOR1Member2021-03-252021-03-250000912242mac:GreenAcresMallAndGreenAcresCommonsMember2023-01-032023-01-030000912242mac:GreenAcresMallAndGreenAcresCommonsMember2023-01-030000912242mac:GreenAcresMallMortgageMember2021-01-222021-01-220000912242mac:TheOaksOneMortgageMember2022-05-062022-05-060000912242mac:TheOaksOneMortgageMember2022-05-060000912242mac:TheOaksOneMortgageMember2023-06-052023-06-050000912242mac:SantaMonicaPlaceMember2022-12-092022-12-090000912242mac:SantaMonicaPlaceMembermac:LondonInterbankOfferedRateLIBOR1Member2022-12-092022-12-090000912242mac:SantaMonicaPlaceMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-12-092022-12-090000912242mac:SantaMonicaPlaceMembermac:LondonInterbankOfferedRateLIBOR1Member2022-12-090000912242mac:SantaMonicaPlaceMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-12-090000912242us-gaap:SecuredDebtMember2023-12-310000912242mac:RevolvingLoanFacilityMaturesOnApril142024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-04-140000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:LineOfCreditMember2023-09-110000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2023-09-112023-09-110000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2023-09-110000912242mac:RevolvingLoanFacilityMaturesOnFebruary12027Membermac:TermLoanMember2023-09-112023-09-110000912242srt:MinimumMemberus-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-09-112023-09-110000912242srt:MaximumMemberus-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-09-112023-09-110000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-09-112023-09-110000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-01-012022-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-01-012023-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Membermac:LondonInterbankOfferedRateLIBOR1Member2022-01-012022-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Membermac:LondonInterbankOfferedRateLIBOR1Member2023-01-012023-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2023-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2022-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2023-01-012023-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Member2022-01-012022-12-310000912242us-gaap:RevolvingCreditFacilityMembermac:RevolvingLoanFacilityMaturesOnFebruary12027Memberus-gaap:FairValueInputsLevel2Member2023-12-310000912242mac:FinancingArrangementMembermac:ChandlerFashionCenterMember2009-09-302009-09-300000912242mac:FinancingArrangementMembermac:ChandlerFashionCenterAndFreeholdRacewayMallMember2009-09-300000912242mac:FinancingArrangementMembermac:FreeholdRacewayMallMember2009-09-300000912242mac:FinancingArrangementMember2023-11-1600009122422023-11-160000912242us-gaap:CorporateJointVentureMembermac:FreeholdRacewayMallMember2023-11-162023-11-160000912242mac:FinancingArrangementMemberus-gaap:CorporateJointVentureMember2023-01-012023-12-310000912242mac:FinancingArrangementMemberus-gaap:CorporateJointVentureMember2022-01-012022-12-310000912242mac:FinancingArrangementMemberus-gaap:CorporateJointVentureMember2021-01-012021-12-310000912242srt:MinimumMembermac:FinancingArrangementMember2023-12-310000912242srt:MaximumMembermac:FinancingArrangementMember2022-12-310000912242mac:TheMacerichPartnershipLPMember2022-12-31mac:trading_day0000912242mac:March2021ATMProgramMember2023-12-310000912242mac:February2021ATMProgramMember2023-12-310000912242mac:ATMProgramsMember2023-12-310000912242mac:ATMProgramsMember2021-01-012021-12-3100009122422017-02-120000912242us-gaap:CorporateJointVentureMembermac:SeritageMembermac:SearsDeptfordMallAndVintageFaireMallMember2022-08-010000912242mac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMember2023-05-180000912242mac:ChandlerFashionCenterDanburyFairMallFreeholdRacewayMallLosCerritosCenterAndWashingtonSquareMember2023-05-182023-05-180000912242mac:ThirdPartyMemberus-gaap:CorporateJointVentureMembermac:FreeholdRacewayMallMember2023-11-160000912242mac:FreeholdRacewayMallMember2023-11-160000912242mac:ThirdPartyMemberus-gaap:CorporateJointVentureMembermac:FashionDistrictPhiladelphiaMember2023-12-090000912242mac:FashionDistrictPhiladelphiaMember2023-12-090000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:ParadiseValleyMallMember2021-03-292021-03-290000912242us-gaap:LandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:ParadiseValleyMallMember2021-03-292021-03-290000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:ParadiseValleyMallMember2021-03-290000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:TucsonLaEncantadaInTucsonArizonaMember2021-09-172021-09-1700009122422021-09-172021-09-170000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:MarketPlaceAtFlagstaffMember2023-05-020000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:MarketPlaceAtFlagstaffMember2023-05-022023-05-020000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:SuperstitionSpringsPowerCenterInMesaArizonaMember2023-07-170000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:SuperstitionSpringsPowerCenterInMesaArizonaMember2023-07-172023-07-170000912242us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermac:TowneMallMember2023-12-042023-12-040000912242us-gaap:LandMember2023-01-012023-12-310000912242us-gaap:LandMember2022-01-012022-12-310000912242us-gaap:LandMember2021-01-012021-12-310000912242us-gaap:RelatedPartyMemberus-gaap:ManagementServiceMember2023-01-012023-12-310000912242us-gaap:RelatedPartyMemberus-gaap:ManagementServiceMember2022-01-012022-12-310000912242us-gaap:RelatedPartyMemberus-gaap:ManagementServiceMember2021-01-012021-12-310000912242mac:DevelopmentandLeasingFeesMemberus-gaap:RelatedPartyMember2023-01-012023-12-310000912242mac:DevelopmentandLeasingFeesMemberus-gaap:RelatedPartyMember2022-01-012022-12-310000912242mac:DevelopmentandLeasingFeesMemberus-gaap:RelatedPartyMember2021-01-012021-12-310000912242mac:EquityIncentivePlan2003Member2023-01-012023-12-310000912242mac:EquityIncentivePlan2003Member2023-12-310000912242mac:StockUnitsMember2023-01-012023-12-310000912242mac:StockUnitsMember2022-12-310000912242mac:StockUnitsMember2021-12-310000912242mac:StockUnitsMember2020-12-310000912242mac:StockUnitsMember2022-01-012022-12-310000912242mac:StockUnitsMember2021-01-012021-12-310000912242mac:StockUnitsMember2023-12-310000912242mac:LongTermIncentivePlanMember2023-01-012023-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:LongTermIncentivePlanServicebasedMembermac:January12021Member2021-01-012021-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:LongTermIncentivePlanPerformanceBasedMembermac:January12021Member2021-01-012021-12-310000912242mac:LongTermIncentivePlanMember2021-01-012021-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:LongTermIncentivePlanServicebasedMembermac:January12022Member2022-01-012022-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:January12022Membermac:LongTermIncentivePlanPerformanceBasedMember2022-01-012022-12-310000912242mac:LongTermIncentivePlanMember2022-01-012022-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:LongTermIncentivePlanServicebasedMembermac:January12023Member2023-01-012023-12-310000912242us-gaap:ShareBasedCompensationAwardTrancheOneMembermac:LongTermIncentivePlanPerformanceBasedMembermac:January12023Member2023-01-012023-12-310000912242mac:January12021Membermac:LongTermIncentivePlanMember2023-01-012023-12-310000912242mac:January12022Membermac:LongTermIncentivePlanMember2023-01-012023-12-310000912242mac:January12023Membermac:LongTermIncentivePlanMember2023-01-012023-12-310000912242mac:LongTermIncentivePlanMember2022-12-310000912242mac:LongTermIncentivePlanMember2021-12-310000912242mac:LongTermIncentivePlanMember2020-12-310000912242mac:LongTermIncentivePlanMember2023-12-310000912242mac:DirectorsPhantomStockPlanMember2023-01-012023-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2023-01-012023-12-310000912242mac:DirectorsPhantomStockPlanMember2023-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2022-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2021-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2020-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2022-01-012022-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2021-01-012021-12-310000912242us-gaap:PhantomShareUnitsPSUsMember2023-12-310000912242mac:EmployeeStockPurchasePlanMember2023-01-012023-12-310000912242mac:EmployeeStockPurchasePlanMember2023-12-310000912242mac:StockAwardsAndStockUnitsMember2023-01-012023-12-310000912242mac:StockAwardsAndStockUnitsMember2022-01-012022-12-310000912242mac:StockAwardsAndStockUnitsMember2021-01-012021-12-310000912242mac:DefinedContributionPlanMember2023-12-310000912242mac:DefinedContributionPlanMember2023-01-012023-12-310000912242mac:DefinedContributionPlanMember2022-01-012022-12-310000912242mac:DefinedContributionPlanMember2021-01-012021-12-310000912242mac:DeferredCompensationPlansMember2023-01-012023-12-310000912242mac:DeferredCompensationPlansMember2022-01-012022-12-310000912242mac:DeferredCompensationPlansMember2021-01-012021-12-310000912242us-gaap:SubsequentEventMember2024-02-022024-02-020000912242mac:ChandlerFashionCenterMember2023-12-310000912242mac:DanburyFairMallMember2023-12-310000912242mac:DesertSkyMallMember2023-12-310000912242mac:EastlandMallMember2023-12-310000912242mac:FashionOutletsOfChicagoMember2023-12-310000912242mac:FashionOutletsOfNiagaraMember2023-12-310000912242mac:FreeholdRacewayMallMember2023-12-310000912242mac:GreenAcresMallMember2023-12-310000912242mac:InlandCenterMember2023-12-310000912242mac:KingsPlazaMember2023-12-310000912242mac:LaCumbrePlazaMember2023-12-310000912242mac:MacerichManagementCompanyMember2023-12-310000912242mac:MACWHLPMember2023-12-310000912242mac:NorthparkMallMember2023-12-310000912242mac:TheOaksMember2023-12-310000912242mac:PacificViewMember2023-12-310000912242mac:PrasadaNoteMember2023-12-310000912242mac:SantaMonicaPlaceMember2023-12-310000912242mac:SanTanAdjacentLandMember2023-12-310000912242mac:SanTanVillageRegionalCenterMember2023-12-310000912242mac:SouthParkMallMember2023-12-310000912242mac:SouthridgeCenterMember2023-12-310000912242mac:StonewoodCenterMember2023-12-310000912242mac:SuperstitionSpringsCenterMember2023-12-310000912242mac:TheMacerichPartnershipLPMember2023-12-310000912242mac:ValleyMallMember2023-12-310000912242mac:ValleyRiverCenterMember2023-12-310000912242mac:VictorValleyMallOfMember2023-12-310000912242mac:VintageFaireMallMember2023-12-310000912242mac:WiltonMallMember2023-12-310000912242mac:FreestandingStoreMember2023-12-310000912242mac:OtherLandAndDevelopmentPropertiesMember2023-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
OR
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, including zip code)(Zip Code)
(310) 394-6000
 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueMACNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes     No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes     No 
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 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 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 (§ 232.405 of this chapter) during the preceding 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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filerAccelerated 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 pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $2.4 billion as of the last business day of the registrant's most recently completed second fiscal quarter based upon the price at which the common stock was last sold on that day.
Number of shares outstanding of the registrant's common stock, as of February 22, 2024: 215,720,093 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held in 2024 are incorporated by reference into Part III of this Form 10-K.
1


THE MACERICH COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
INDEX
  Page
  
  
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
  
  

2


PART I
IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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-K 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, elevated interest 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; adverse impacts from any future pandemic, epidemic or outbreak of any 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" of this Annual Report on Form 10-K, 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.
ITEM 1.    BUSINESS
General
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., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2023, the Operating Partnership owned or had an ownership interest in 43 regional town centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property. These 47 regional town centers, community/power shopping centers and one redevelopment property consist of approximately 46 million square feet of gross leasable area (“GLA”) and are referred to
3


herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2. Properties,” unless the context otherwise requires.
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 Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are owned by the Company and are collectively referred to herein as the "Management Companies."
The Company was organized as a Maryland corporation in September 1993. All references to the Company in this Annual Report on Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15. Exhibits and Financial Statement Schedules."
Recent Developments
Acquisitions:
On May 18, 2023, the Company acquired Seritage Growth Properties' ("Seritage") remaining 50% ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of approximately $46.7 million. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. Effective as of May 18, 2023, the Company now owns and has consolidated its 100% interest in these five former Sears parcels in its consolidated financial statements.
On November 16, 2023, the Company acquired its joint venture partner’s 49.9% ownership interest in Freehold Raceway Mall for $5.6 million and the assumption of its joint venture partner’s share of debt. The Company now owns 100% of Freehold Raceway Mall. Prior to November 16, 2023, the Company accounted for its investment in Freehold Raceway Mall as part of a financing arrangement (See Note 12 – Financing Arrangement and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).
On December 9, 2023, the Company acquired its joint venture partner’s 50% interest in Fashion District Philadelphia for no consideration, and the Company now owns 100% of this property. Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a consolidated variable interest entity (“VIE”) in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).
Dispositions:
On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million. The Company used the net proceeds to pay down debt.
On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.

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

On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California, for $700 million. The existing $325 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.

For the twelve months ended December 31, 2023, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $10.8 million. The Company used its share of the proceeds from these sales of $16.4 million to pay down debt and for other general corporate purposes.
4


Financing Activities:
On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.
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 its credit facility to April 14, 2024. Effective March 13, 2023, the credit facility converted from LIBOR to 1-month Term SOFR.
On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan of $159.9 million to April 3, 2026, including extension options. The Company's joint venture repaid $10.0 million ($5.1 million at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73%.
Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $295.2 million ($147.6 million at the Company's pro rata share) non-recourse loan on the property. The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan.
On June 27, 2023, the Company closed on a one-year extension on the $133.5 million loan on Danbury Fair Mall to July 1, 2024. The Company repaid $10.0 million of the outstanding loan balance at closing and the amended interest rate was 7.5% as of July 1, 2023 and incrementally increased to 8.0% as of October 1, 2023, 8.5% as of January 1, 2024 and 9.0% as of April 1, 2024.
On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior credit agreement, and provides for an aggregate $650 million revolving loan facility that matures on February 1, 2027, with a one-year extension option. Concurrently with the entry into the amended and restated credit agreement, the Company drew $152 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility.
Effective October 6, 2023, the Company's $86.5 million loan on Fashion Outlets of Niagara Falls is in default. The Company is in negotiations with the lender on the terms of this non-recourse loan.
On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.
On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028. The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%.
On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million matures on April 21, 2024.
On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.
Redevelopment and Development Activities:
The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $39.5 million of the total $78.9 million incurred by the joint venture as of December 31, 2023.
The Company is redeveloping an approximately 150,000 square foot, three-level space (formerly occupied by Bloomingdale’s and Arclight Theatre) at Santa Monica Place, a 534,000 square foot regional town center in Santa Monica,
5


California, with an entertainment destination use, high-end fitness, and other retail uses. The total cost of the project is estimated to be between $35.0 million and $40.0 million. The Company has incurred approximately $5.2 million as of December 31, 2023. The anticipated opening will happen in phases beginning in 2024 through 2025.
The Company’s joint venture in Scottsdale Fashion Square, an approximately 1,871,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the project is estimated to be between $80.0 million and $86.0 million, with $40.0 million and $43.0 million estimated to be the Company’s pro rata share. The Company has incurred $21.0 million of the total $42.0 million incurred by the joint venture as of December 31, 2023. The anticipated opening is in 2024.
Other Transactions and Events:
The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2023. On February 2, 2024, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 4, 2024 to stockholders of record on February 16, 2024. The dividend amount will be reviewed by the Board on a quarterly basis.
In connection with the commencement of an "at the market" offering program on March 26, 2021, which is referred to as the "March 2021 ATM Program," the Company entered into an equity distribution agreement 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. As of December 31, 2023, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs.
The Shopping Center Industry
General:
There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Town Centers" or "Malls." Regional Town Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors. "Strip centers", "urban villages" or "specialty centers" ("Community/Power Shopping Centers") are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community/Power Shopping Centers typically contain 100,000 to 400,000 square feet of GLA. Outlet Centers generally contain a wide variety of designer and manufacturer stores, often located in an open-air center, and typically range in size from 200,000 to 850,000 square feet of GLA ("Outlet Centers"). In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.
Regional Town Centers:
A Regional Town Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking. Regional Town Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events.
Regional Town Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Town Centers in their trade areas.
Regional Town Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchors are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to GLA contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the majority of the revenues of a Regional Town Center.

6


Business of the Company
Strategy:
The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Town Centers.
Acquisitions.    The Company principally focuses on well-located, quality Regional Town Centers that can be dominant in their trade area and have strong revenue enhancement potential. In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio. The Company subsequently seeks to improve operating performance and returns from these properties through leasing, management and redevelopment. Since its initial public offering, the Company has acquired interests in shopping centers nationwide. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise.
Leasing and Management.    The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area.
The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with, and be responsive to, the needs of retailers.
The Company generally utilizes regionally located leasing managers to better understand the market and the community in which a Center is located. The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations.
On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages one regional town center and two community centers for third party owners on a fee basis.
Redevelopment.    One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Town Centers, including by developing available land at the Regional Town Centers or by demolishing underperforming department store boxes and redeveloping the land. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activities" in Recent Developments).
Development.    The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities.
The Centers:
As of December 31, 2023, the Centers primarily included 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three Community/Power Shopping Centers and one redevelopment property totaling approximately 46 million square feet of GLA. These 47 Centers average approximately 980,000 square feet of GLA and range in size from 3.2 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops. As of December 31, 2023, the Centers primarily included 156 Anchors totaling approximately 21.2 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 23.6 million square feet of GLA.
Competition:
Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space. There are a number of other publicly traded mall companies and several large private mall companies in the United States, any of which under certain
7


circumstances could compete against the Company for an Anchor or a tenant. In addition, these companies, as well as other REITs, private real estate companies or investors compete with the Company in terms of property acquisitions. This results in competition both for the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect the Company's ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved. There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect the Company's revenues.
In making leasing decisions, the Company believes that retailers consider the following material factors relating to a center: quality, design and location, including consumer demographics; rental rates; type and quality of Anchors and retailers at the center; and management and operational experience and strategy of the center. The Company believes it is able to compete effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers.
Major Tenants:
For the year ended December 31, 2023, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.
The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2023:
TenantPrimary DBAsNumber of
Locations
in the
Portfolio
% of Total
Rents
Victoria's Secret & Co.Pink, Victoria's Secret42 2.0 %
Dick's Sporting Goods, Inc.Dick's Sporting Goods, Moosejaw18 2.0 %
The Gap, Inc.Athleta, Banana Republic, Gap, Gap Kids, Old Navy, and others40 1.9 %
Foot Locker, Inc.Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others59 1.9 %
Signet Jewelers LimitedBanter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales94 1.8 %
LVMH, Inc.Louis Vuitton, Sephora, and others34 1.6 %
H & M Hennes & Mauritz L.P.H&M25 1.5 %
SPARC Group LLCAeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others64 1.4 %
American Eagle Outfitters, Inc.Aerie, American Eagle Outfitters36 1.3 %
Abercrombie & Fitch Co.Abercrombie & Fitch, Abercrombie Kids, Hollister Co.43 1.2 %
Mall Stores and Freestanding Stores:
Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent. The Company generally enters into leases for Mall Stores and Freestanding Stores that also require tenants to pay their pro rata share of property taxes and to pay a stated amount for operating expenses, excluding property taxes, regardless of the expenses the Company actually incurs at any Center. However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.
Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2023 comprises approximately 61% of all Mall Store and Freestanding Store space. The Company uses tenant spaces of 10,000 square feet and under for comparing rental rate activity because this space is more consistent in terms of shape and configuration and, as such, the Company is able to provide a meaningful comparison of rental rate activity for this space. Mall Store and Freestanding Store space greater than 10,000 square feet is inconsistent in size and configuration throughout the Company's portfolio and as a result does not lend itself to a meaningful comparison of rental rate activity with the Company's other space. Much of the non-
8


Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall. As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.
Cost of Occupancy:
A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses and real estate taxes. These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales. A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage. The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the twelve months ended December 31, 2023 and December 31, 2022:

For the Twelve Months Ended December 31,
20232022
Consolidated Centers:
Minimum rents7.9 %7.4 %
Percentage rents0.8 %1.1 %
Expense recoveries(1)3.4 %3.1 %
12.1 %11.6 %
Unconsolidated Joint Venture Centers:
Minimum rents7.1 %6.5 %
Percentage rents1.1 %1.0 %
Expense recoveries(1)2.9 %2.8 %
11.1 %10.3 %
(1)Represents real estate tax and common area maintenance charges.
9


The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years:
Mall Stores and Freestanding Stores under 10,000 square feet:
For the Years Ended December 31,Avg. Base
Rent Per
Sq. Ft.(1)(2)
Avg. Base Rent
Per Sq. Ft. on
Leases Executed
During the Year(2)(3)
Avg. Base Rent
Per Sq. Ft.
on Leases Expiring
During the Year(2)(4)
Consolidated Centers (at the Company's pro rata share):   
2023$61.66 $58.97 $50.14 
2022$60.72 $56.63 $56.44 
2021$59.86 $56.39 $55.91 
Unconsolidated Joint Venture Centers (at the Company's pro rata share):   
2023$70.42 $64.42 $55.74 
2022$67.37 $69.88 $62.72 
2021$66.12 $66.98 $60.48 

Big Box and Anchors:
For the Years Ended December 31,Avg. Base
Rent Per
Sq. Ft.(1)(2)
Avg. Base Rent
Per Sq. Ft. on
Leases Executed
During the Year(2)(3)
Number of
Leases
Executed
During
the Year
Avg. Base Rent
Per Sq. Ft.
on Leases Expiring
During the Year(2)(4)
Number of
Leases
Expiring
During
the Year
Consolidated Centers (at the Company's pro rata share):     
2023$16.65 $21.85 34 $29.67 15 
2022$15.95 $22.68 18 $32.15 14 
2021$17.26 $12.64 15 $8.57 15 
Unconsolidated Joint Venture Centers (at the Company's pro rata share):     
2023$16.40 $30.90 25 $13.60 21 
2022$16.23 $27.77 11 $15.81 12 
2021$16.72 $36.90 11 $37.45 15 
_____________________

(1)Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
(2)Centers under development and redevelopment are excluded from average base rents.
(3)The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.
(4)The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease.






10


Lease Expirations:
The following tables show scheduled lease expirations for Centers owned as of December 31, 2023 for the next ten years, assuming that none of the tenants exercise renewal options:
Mall Stores and Freestanding Stores under 10,000 square feet:
Year Ending December 31,Number of
Leases
Expiring
Approximate
GLA of Leases
Expiring(1)
% of Total Leased
GLA Represented
by Expiring
Leases(1)
Ending Base Rent
per Square Foot of
Expiring Leases(1)
% of Base Rent
Represented
by Expiring
Leases(1)
Consolidated Centers (at the Company's pro rata share):     
2024417 893,335 22.90 %$60.83 20.88 %
2025323 700,699 17.96 %$65.35 17.60 %
2026241 610,959 15.66 %$68.98 16.20 %
2027212 433,085 11.10 %$77.99 12.98 %
2028135 309,302 7.93 %$64.40 7.65 %
2029136 373,421 9.57 %$70.73 10.15 %
203076 211,845 5.43 %$62.83 5.11 %
203140 110,746 2.84 %$79.29 3.37 %
203229 74,904 1.92 %$60.89 1.75 %
203335 129,216 3.31 %$54.29 2.70 %
Unconsolidated Joint Venture Centers (at the Company's pro rata share):     
2024294 372,635 18.30 %$67.49 16.06 %
2025232 320,924 15.76 %$69.35 14.21 %
2026213 290,581 14.27 %$74.76 13.87 %
2027164 241,022 11.84 %$79.09 12.17 %
2028158 257,132 12.63 %$83.57 13.72 %
202994 134,346 6.60 %$82.01 7.04 %
203079 107,526 5.28 %$92.04 6.32 %
203150 73,060 3.59 %$74.16 3.46 %
203258 85,234 4.19 %$90.70 4.94 %
203356 90,720 4.46 %$81.08 4.70 %

11


Big Boxes and Anchors:
Year Ending December 31,Number of
Leases
Expiring
Approximate
GLA of Leases
Expiring(1)
% of Total Leased
GLA Represented
by Expiring
Leases(1)
Ending Base Rent
per Square Foot of
Expiring Leases(1)
% of Base Rent
Represented
by Expiring
Leases(1)
Consolidated Centers (at the Company's pro rata share):     
202415 319,225 3.90 %$38.24 8.11 %
202532 1,324,385 16.17 %$12.57 11.05 %
202628 1,416,432 17.30 %$10.74 10.10 %
202739 1,155,852 14.12 %$24.26 18.62 %
202822 944,679 11.54 %$16.87 10.58 %
202912 311,671 3.81 %$21.33 4.41 %
203010 291,804 3.56 %$17.13 3.32 %
2031335,560 4.10 %$19.86 4.42 %
2032245,071 2.99 %$14.49 2.36 %
203312 359,849 4.39 %$30.23 7.22 %
Unconsolidated Joint Venture Centers (at the Company's pro rata share):     
202423 440,317 11.12 %$17.67 11.67 %
202529 623,800 15.76 %$13.57 12.70 %
202622 350,725 8.86 %$30.64 16.13 %
202719 347,431 8.78 %$20.94 10.92 %
202815 496,132 12.53 %$13.70 10.20 %
202917 413,283 10.44 %$18.28 11.33 %
2030467,875 11.82 %$4.95 3.48 %
2031346,541 8.75 %$10.48 5.45 %
203255,037 1.39 %$29.38 2.43 %
2033116,195 2.94 %$36.04 6.28 %
_______________________________________________________________________________

(1)The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.
Anchors:
Anchors have traditionally been a major factor in the public's identification with Regional Town Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall Stores and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall Store and Freestanding Store tenants.
Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall Stores and Freestanding Stores. Each Anchor that owns its own store and certain Anchors that lease their stores enter into reciprocal easement agreements with the owner of the Center covering, among other things, operational matters, initial construction and future expansion.
Anchors accounted for approximately 6.5% of the Company's total rents for the year ended December 31, 2023.


12


The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2023.
NameNumber of
Anchor
Stores
GLA Owned
by Anchor
GLA Leased
by Anchor
                            Total Anchor GLA
Macy's Inc.    
Macy's34 4,404,000 1,931,000 6,335,000 
Bloomingdale's— 253,000 253,000 
35 4,404,000 2,184,000 6,588,000 
JCPenney24 1,641,000 2,043,000 3,684,000 
Dillard's(1)12 1,912,000 257,000 2,169,000 
Nordstrom266,000 1,079,000 1,345,000 
Dick's Sporting Goods16 — 1,048,000 1,048,000 
Target(2)304,000 489,000 793,000 
Forever 21— 464,000 464,000 
Home Depot102,000 274,000 376,000 
Primark(3)— 351,000 351,000 
Costco155,000 167,000 322,000 
Scheels All Sports253,000 — 253,000 
Burlington100,000 140,000 240,000 
BJ's Wholesale Club116,000 123,000 239,000 
Von Maur187,000 — 187,000 
Walmart— 173,000 173,000 
La Curacao— 165,000 165,000 
Boscov's— 161,000 161,000 
Shoppers World— 134,000 134,000 
Lowe's— 114,000 114,000 
Neiman Marcus— 100,000 100,000 
Saks Fifth Avenue— 92,000 92,000 
Belk— 87,000 87,000 
Kohl's— 80,000 80,000 
Mercado de los Cielos— 78,000 78,000 
Des Moines Area Community College64,000 — 64,000 
Vacant Anchors(4)18 148,000 1,614,000 1,762,000 
155 9,652,000 11,417,000 21,069,000 
Anchors at Centers not owned by the Company(5):
Kohl's— 82,000 82,000 
Total156 9,652,000 11,499,000 21,151,000 
_______________________________

(1)Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall. They plan to open this store in fall 2024 and vacate their two existing stores at the property.
(2)Target has announced plans to open a two-level 126,000 square foot store at Danbury Fair Mall.
(3)Primark has announced plans to open a two-level store at Tysons Corner Center.
(4)The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding three of these vacant Anchors.
(5)The Company owns an office building and three stores located at shopping centers not owned by the Company. Of these three stores, one is leased to Kohl's, and two have been leased for non-Anchor usage.



13


Governmental Regulations
Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material. The Company incurs costs to monitor, and takes actions to comply with, governmental regulations that are applicable to its business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, the Americans with Disabilities Act of 1990 (the "ADA") and related laws and regulations.
See “Item 1A. Risk Factors” for a discussion of material risks to the Company, including, to the extent material, to its competitive position, relating to governmental regulations, and see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.
Insurance
Each of the Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. The Company does not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while the Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. The Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. While the Company or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.2 billion. Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center, which has a $20 million ten-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, the Company carries title insurance on substantially all of the Centers for generally less than their full value.
Qualification as a Real Estate Investment Trust
The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a REIT under the Code. As a REIT, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders. Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code.
Employees and Human Capital
As of December 31, 2023, the Company had approximately 655 employees, of which 654 were full-time and one was part-time. The Company believes that relations with its employees are good.
The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration, innovation and diversity, while providing professional development opportunities and training. The Company’s human capital objectives include, as applicable, identifying, recruiting, retaining, developing, incentivizing and integrating the Company’s existing and prospective employees. To further these objectives, the Company has established a number of policies and programs and undertaken various initiatives, including:
Diversity and Inclusion: The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws. As an equal opportunity employer, it is committed to diversity, recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the ADA. The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual
14


orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws. As of December 31, 2023, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group and approximately <1% did not specify race or ethnicity. In addition to diversity across its employee base, the Company is also committed to increasing diversity in leadership positions. In 2023, 40% of individuals receiving promotions at the Vice President level identified as female. Additionally, in alignment with the Company’s long-term goal of building a pipeline of diverse future leaders, individuals identifying as female accounted for 89% of all promotions at the Assistant Vice President level and those identifying as female from underrepresented groups accounted for 22% of all promotions at the Assistant Vice President level in 2023.
Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees. The Company offers full-time employees a strong benefits package, including:
Company-matched retirement savings through tax-advantaged 401(k) plans;
basic life and long-term disability insurance, as well as medical, dental and vision insurance;
critical illness coverage and supplemental accident insurance;
paid vacation, sick time and company observed holidays;
healthcare and dependent care flexible spending accounts;
referral bonus awards;
financial, legal, family or personal assistance through the employee assistance program;
an employee stock purchase program;
a tax-advantaged 529 educational savings program;
scholarship program to help fund post high-school education for dependents of employees;
Company-sponsored donor advised fund to support philanthropic efforts of employees, which provides a Company matching program and paid time off program for philanthropic volunteerism;
paid time off for volunteer efforts; and
paid time off for employees to bond with a new child.
Employee Training and Professional Development: The Company values the professional development of its employees and seeks to foster their talent and growth by providing training and education at all levels. In addition to training programs geared towards specific job functions, the Company offers training related to company policies, diversity, skill development, privacy and cybersecurity. In furtherance of the value it places on talent development, in 2023 the Company implemented a unified platform available to all employees that supports training and education related to compliance, inclusion and professional development. As of December 31, 2023, the average tenure of the Company’s employees was approximately 10.8 years and that of the Company’s senior management was 20.6 years. In 2023, the Company’s workforce turnover rate was 14%, which includes all employees.
Employee Health and Safety: The Company is also committed to ensuring that the operations at all of its Centers and corporate offices are conducted in a manner that safeguards the health and safety of employees, tenants, contractors, customers and members of the public who are either present at, or affected by, its operations. The Company has implemented a long list of operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers.
Seasonality
The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.



15


Sustainability
A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for nine straight years 2015 – 2023. A copy of the Company's Corporate Responsibility Report, as well as additional information about the Company’s Environmental, Social and Governance programs can be obtained from the Company's website at www.macerich.com under "Investors—Corporate Responsibility". Copies of the Company's sustainability policies and ESG commitments are also available on the Company's website at www.macerich.com under "Investors-Corporate Governance". Information provided on the Company's website is not incorporated by reference into this Form 10-K.
Available Information; Website Disclosure; Corporate Governance Documents
The Company's corporate website address is www.macerich.com. The Company makes available free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC. These reports are available under the heading "Investors—Financial Information—SEC Filings", through a free hyperlink to a third-party service. Information provided on the Company's website is not incorporated by reference into this Form 10-K. The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance":
Guidelines on Corporate Governance
Code of Business Conduct and Ethics
Code of Ethics for CEO and Senior Financial Officers
Audit Committee Charter
Compensation Committee Charter
Executive Committee Charter
Nominating and Corporate Governance Committee Charter
You may also request copies of any of these documents by writing to:
Attention: Corporate Secretary
The Macerich Company
401 Wilshire Blvd., Suite 700
Santa Monica, CA 90401
ITEM 1A.    RISK FACTORS
Set forth below are the risks that we believe are material to our investors and they should be carefully considered. Those risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements in “Important Factors Related To Forward-Looking Statements.” For purposes of this “Risk Factors” section, Centers wholly owned by us are referred to as “Wholly Owned Centers” and Centers that are partly but not wholly owned by us are referred to as “Joint Venture Centers.”

RISKS RELATED TO OUR BUSINESS AND PROPERTIES

We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control.

Real property investments are subject to varying degrees of risk that may affect the ability of our Centers to generate sufficient revenues to meet operating and other expenses, including debt service, lease payments, capital expenditures and tenant improvements, and to make distributions to us and our stockholders. A number of factors may decrease the income generated by the Centers, including:
the global and national economic climate, including the impact of geopolitical tensions and military conflict;
the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors);
local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants);
changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales);
16


increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space;
negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center;
acts of violence, including terrorist activities; and
increased costs of maintenance, insurance and operations (including real estate taxes).
Income from shopping center properties and shopping center values are also affected by applicable laws and regulations, including tax, environmental, safety and zoning laws.

A significant percentage of our Centers are geographically concentrated and, as a result, are sensitive to local economic and real estate conditions.

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

Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect our ability to make suitable property acquisitions on favorable terms or at all. The existence of competing shopping centers could have a material adverse impact on our ability to lease space and on the rental rates that can be achieved.
There is also increasing competition for tenants and shoppers from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect our revenues. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping. If we are unsuccessful in adapting our business to evolving consumer purchasing habits it may have a material adverse impact on our financial condition and results of operations. Further, the increase in online retail shopping has resulted in, and will continue to result in, the closure of underperforming stores by retailers, which, if sustained, could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.
We may be unable to renew leases, lease vacant space or re-let space as leases expire on favorable terms or at all, or to the appropriate mix of tenants for the Centers, which could adversely affect our financial condition and results of operations.

There are no assurances that our leases will be renewed or that vacant space in our Centers will be re-let at net effective rental rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below-market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.
Additionally, if we fail to identify and secure the right blend of tenants at our retail and mixed-use properties, including our properties under development or redevelopment, our Centers may not appeal to the communities they are intended to serve, which could reduce customer traffic and the operations of our tenants and adversely affect our financial condition and results of operations.
If Anchors or other significant tenants experience a downturn in their business, close or sell stores or declare bankruptcy, our financial condition and results of operations could be adversely affected.

Our financial condition and results of operations could be adversely affected if a downturn in the business of, or the bankruptcy or insolvency of, an Anchor or other significant tenant leads them to close retail stores or terminate their leases after seeking protection under the bankruptcy laws from their creditors, including us as lessor. In recent years, including as a result of the general conditions caused by economic uncertainty in the U.S., a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or failed to comply with their contractual obligations to us and others. If one of our tenants files for bankruptcy, we may not be able to collect amounts owed by that party prior to filing for bankruptcy. We may make lease modifications either pre- or post-bankruptcy for certain tenants undergoing significant financial distress in order for them to continue as a going concern. In
17


addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term. Furthermore, we may be required to incur significant expense in re-letting the space vacated by a bankrupt tenant and may not be able to release the space on similar terms or at all. The bankruptcy of a tenant, particularly an Anchor, may require a substantial redevelopment of their space, the success of which cannot be assured, and may make the re-letting of their space difficult and costly, and it may also be difficult to lease the remainder of the space at the affected property.
Furthermore, certain department stores and other national retailers have experienced, and may continue to experience, decreases in customer traffic in their retail stores, increased competition from alternative retail options such as e-commerce and other forms of pressure on their business models. If the in-store sales of retailers operating at our Centers decline significantly due to adverse economic conditions or for any other reason, tenants might be unable to pay their minimum rents or expense recovery charges. In the event of a default by a lessee, the affected Center may experience delays and costs in enforcing its rights as lessor.
Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income. Depending on economic conditions, there is also a risk that Anchors or other significant tenants may sell stores operating in our Centers or consolidate duplicate or geographically overlapping store locations. Store closures by an Anchor and/or a significant number of tenants may allow other Anchors and/or certain other tenants to terminate their leases, receive reduced rent and/or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center.
Our real estate acquisition, development and redevelopment strategies may not be successful.

Our historical growth in revenues, net income and funds from operations has been in part tied to the acquisition, development and redevelopment of shopping centers. Many factors, including the availability and cost of capital, our total amount of debt outstanding, our ability to obtain financing on attractive terms, if at all, interest rates and the availability of attractive acquisition targets, among others, will affect our ability to acquire, develop and redevelop additional properties in the future. We may not be successful in pursuing acquisition opportunities, and newly acquired properties may not perform as well as expected. Expenses arising from our efforts to complete acquisitions, develop and redevelop properties or increase our market penetration may have a material adverse effect on our business, financial condition and results of operations. We face competition for acquisitions primarily from other REITs, as well as from private real estate companies or investors. Some of our competitors have greater financial and other resources. Increased competition for shopping center acquisitions may result in increased purchase prices and may adversely impact our ability to acquire additional properties on favorable terms, or at all. We cannot guarantee that we will be able to implement our growth strategy successfully or manage our expanded operations effectively and profitably.
We may not be able to achieve the anticipated financial and operating results from newly acquired assets. Some of the factors that could affect anticipated results are:
our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties;
the disposal of non-core assets within an expected time frame; and
our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.
Our business strategy also includes the selective development and construction of retail properties. On a selective basis, our business strategy may include mixed-use densification to maximize space at our Regional Town Centers, including by developing available land at our Regional Town Centers or by demolishing underperforming department store boxes and redeveloping the land. Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable. Real estate development activities are also subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, and occupancy and other required governmental permits and authorizations. If any of the above events occur, our ability to pay dividends to our stockholders and service our indebtedness could be adversely affected.
Additionally, if we elect to pursue a “mixed-use” redevelopment, we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. We have less experience in
18


developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses. In addition to the risks typically associated with the development of commercial real estate generally, we would also be exposed to the risks associated with the ownership and management of non-retail real estate, including limited experience in managing certain types of non-retail properties and the adverse impacts of competition and trends in the non-retail industry. For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property.
Excess space at our properties could materially and adversely affect us.

Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future. While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, we continue to experience bankruptcies of Anchors and other national and local retailers, as well as store closures, among our tenants. In the past, an increase in bargaining power of creditworthy retail tenants resulted in a downward pressure on our rental rates and occupancy levels, and any increase in bargaining power in the future may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms.

Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic, market or other conditions. Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because our properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.
Our real estate assets may be subject to impairment charges.

We periodically assess whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property cash flows, taking into account the anticipated probability weighted average holding period, are less than the carrying value of the property. In our estimate of cash flows, we consider trends and prospects for a property and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized.
Possible environmental liabilities could adversely affect us.

Each of the Centers have undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant. As a result of these assessments and other information, we are aware of certain environmental issues present at certain Centers or at properties neighboring certain Centers, such as asbestos containing materials (“ACMs”) (some of which may ultimately require removal under certain conditions, though the company has developed an operations and maintenance plan to manage ACMs), underground storage tanks (which are often present at or near Centers in connection with gasoline stations or automotive tire, battery and accessory services centers, and some of which may have leaked or are suspected to have leaked) and chlorinated hydrocarbons (such as perchloroethylene and its degradation byproducts, which have been detected at certain Centers and are often present in connection with tenant dry cleaning operations). These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation.
19


Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial. In addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral.
Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances. For example, laws exist that impose liability for release of ACMs into the air, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to ACMs. In connection with our ownership, operation, management, development and redevelopment of the Centers, or any other centers or properties we acquire in the future, we may be potentially liable under these laws and may incur costs in responding to these liabilities.
We face risks associated with climate change.

Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate change could result in volatile or decreased demand for retail space at some of our Centers or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Additionally, we seek to promote energy efficiency and other sustainability strategies at our properties. Implementing such strategies and compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may result in significant capital expenditures to improve our existing properties or properties we may acquire. In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation recently enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective. If we are unable to comply with the laws and regulations on climate change or implement effective sustainability strategies, our reputation among our tenants and investors may be damaged and we may incur fines and/or penalties. Moreover, there can be no assurance that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing tenants from relocating to properties owned by our competitors.
Some of our properties are subject to potential natural or other disasters.

Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornadoes, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disasters can delay redevelopment or development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected.
Uninsured or underinsured losses could adversely affect our financial condition.

Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. We do not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable, and our insurance coverage may have certain exclusions (such as pandemics) that prevent us from collecting on certain claims under our policies. In addition, while we or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. We or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.2 billion. Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center has a $20 million ten-year aggregate loss limit. Some
20


environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.
If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property.
Our property taxes may increase without notice.

The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While most of our leases require the tenant to pay their pro rata share of property taxes, some or all of such property taxes may not be collectible from our tenants. An increase in our property tax rates or the assessed value of our properties could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (the “ADA”). Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the United States government, awards of damages to private litigants, or both. While the tenants to whom our portfolio is leased are obligated to comply with ADA provisions, within their leased premises, if required changes within their leased premises involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of tenants to cover costs could be adversely affected. Furthermore, we are required to comply with ADA requirements within the common areas of the properties in our portfolio and we may not be able to pass on to our tenants any costs necessary to remediate any common area ADA issues. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our portfolio. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop the properties subject to, those requirements and to comply with the provisions of the ADA. The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results.
We face risks associated with and have been the target of security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with cyber threats and have been the target of security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access. The techniques used to sabotage or to obtain systems in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. Because the techniques used by threat actors who may attempt to penetrate and sabotage our computer systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. These threats, in turn, may lead to increased costs to protect our information systems, detect and respond to threats, and recover from cyber incidents. While we carry cyber liability insurance, it may not be adequate to cover all losses relating to such events.
Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security incident, there can be no guarantee that our security efforts and measures will be effective or that attempted cyber attacks would not be successful, disruptive, or damaging. A security incident involving our information systems could disrupt the proper functioning of our networks and systems. This could, in turn, result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines, the inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT, the unauthorized access to, and the destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to
21


customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business. Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States. Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity.
Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations.

Because our properties are open to the public, they are exposed to risks related to acts of violence and vandalism, civil unrest, criminal activity and actual or threatened terrorist attacks that may be beyond our control or ability to prevent. If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property and its tenants could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in markets where the Centers are located and negative media attention. Concern around safety risk may impact the willingness of consumers, tenants and tenants’ employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, or increase the need for additional expenditures on security resources. Such a resulting decrease in retail demand could adversely impact our revenue and the value of our properties, as well as make it difficult for us to renew or re-lease our properties.
Terrorist activities or violence and vandalism could also directly affect the value of our properties through damage, destruction or loss. Further, the availability of insurance for such acts, or of insurance generally, might be reduced or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations.
Any future pandemic, epidemic or outbreak of any highly infectious disease could cause disruptions in the U.S., regional and global economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and results of operations of our tenants.

Any future pandemic, epidemic or outbreak of any highly infectious disease, including the emergence of additional COVID-19 variants, could cause widespread disruptions to the United States and global economies and could contribute to significant volatility and negative pressure in financial markets. The extent to which any future pandemic, epidemic or outbreak of any highly infectious disease impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the emergence and characteristics of new variants, the actions taken to contain the pandemic or mitigate its impact, including the adoption, administration and effectiveness of available vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others. We previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including:
a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely effect our operations and those of our tenants;
reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy;
decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping, which, if sustained could result in prolonged decreases in revenue at the Centers even after the immediate impact of such pandemic, epidemic or outbreak of any other highly infectious disease is resolved;
inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments;
the closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and could potentially lead to a decline in revenue and occupancy;
a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial
22


covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us;
a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and
disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.
Inflation may adversely affect our financial condition and results of operations.

Inflation in the United States increased throughout 2022 and 2023 and may continue to increase in the near-term. As a result of these inflation increases, we have experienced, and may continue to experience, some or all of the following:
Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt;
Difficulty in replacing or renewing expiring leases with new leases at higher rents; and
Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.
Additionally, even though most of our leases require tenants to pay their pro rata share of utilities and real estate taxes, as well as a stated amount for operating expenses regardless of the expenses actually incurred at any Center, substantial inflationary pressures and increased operating costs may increase our exposure to rising property expenses, which would reduce our cash flows and profits, and make it more difficult to maintain our historical cost controls at the Centers.
We have substantial debt that could affect our future operations.

Our total outstanding loan indebtedness at December 31, 2023 was $6.92 billion (consisting of $4.23 billion of consolidated debt, less $0.16 billion attributable to noncontrolling interests, plus $2.85 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures). As a result of this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities. Borrowing costs increased throughout 2022 and 2023 and may continue to increase in the near-term as the Federal Reserve continues to address rising inflation and, as a result, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt has become more expensive and may continue to rise. We are subject to the risks normally associated with debt financing and increased borrowing costs, including the risk that our cash flow from operations will be insufficient to meet required debt service and that rising interest rates could adversely affect our debt service costs.
In certain cases, we may limit our exposure to interest rate fluctuations related to a portion of our floating-rate debt by the use of interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow us to replace floating-rate debt with fixed-rate debt in order to achieve our desired ratio of floating-rate to fixed-rate debt. However, in an increasing interest rate environment, the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new and refinanced debt will also continue to increase. Our use of interest rate hedging arrangements may also expose us to additional risks, including that the counterparty to the arrangement may fail to honor its obligations and that termination of these arrangements typically involves costs such as transaction fees or breakage costs. There can be no assurance that our hedging activities will have the desired impact on our results of operations, liquidity or financial condition.
Furthermore, most of our Centers are mortgaged to secure payment of indebtedness, and if income from the Center is insufficient to pay that indebtedness, the Center could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. During the year ended December 31, 2023, we did not repay the outstanding mortgage loan on our Fashion Outlets of Niagara Falls property on its maturity and, as a result, the loan is in default. We are in negotiations with the lender on the terms of this non-recourse loan.
We are obligated to comply with financial and other covenants that could affect our operating activities.

Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure
23


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

We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on the willingness of banks, lenders and other institutions to lend to us based on their underwriting criteria which can fluctuate with market conditions and on conditions in the capital markets in general. In addition, levels of market disruption and volatility could materially adversely impact our ability to access the capital markets for equity financings.
We are also subject to the risks normally associated with debt financings, including the risk that our cash flow from operations will be insufficient to meet required debt service or that we will be unable to refinance such indebtedness on acceptable terms, or at all. If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as new equity capital, our cash flow may not be sufficient to repay all maturing debt in years when significant “balloon” payments come due. In addition, there are no assurances that we will continue to be able to obtain the financing we need for future growth on acceptable terms, or at all, and any new or refinanced debt could also impose more restrictive terms.
Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on our results of operations, financial condition and cash flows.
The price of our common stock has and may continue to fluctuate significantly, which may make it difficult for our stockholders to resell their shares when they want or at prices they find attractive.

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


24


RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest.

Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership’s business and affairs. Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any of its partners, on the other. Our directors and officers have duties to our Company under Maryland law in connection with their management of our Company. At the same time, we have duties and obligations to our Operating Partnership and its limited partners under Delaware law as modified by the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership as the sole general partner. Our duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our Company and our stockholders.
Outside partners in Joint Venture Centers result in additional risks to our stockholders.

We own partial interests in property partnerships that own 20 Joint Venture Centers and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.
We have fiduciary responsibilities to our joint venture partners that could affect decisions concerning the Joint Venture Centers. Our partners in certain Joint Venture Centers (notwithstanding our majority legal ownership) share control of major decisions relating to the Joint Venture Centers, including decisions with respect to sales, refinancings and the timing and amount of additional capital contributions, as well as decisions that could have an adverse impact on us.
In addition, we may lose our management and other rights relating to the Joint Venture Centers if:
we fail to contribute our share of additional capital needed by the property partnerships; or
we default under a partnership agreement for a property partnership or other agreements relating to the property partnerships or the Joint Venture Centers.
Furthermore, if one of our joint venture partners filed for bankruptcy, it could materially and adversely affect the respective property or properties. Pursuant to the bankruptcy code, we could be precluded from taking some actions affecting the estate of our joint venture partner without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Joint Venture Center has incurred recourse obligations, the discharge in bankruptcy of one of the joint venture partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.
Our legal ownership interest in a joint venture vehicle may, at times, not equal our economic interest in the entity because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from our legal ownership interest) in certain of the Joint Venture Centers could fluctuate from time to time and may not wholly align with our legal ownership interests. Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
Our holding company structure makes us dependent on distributions from the Operating Partnership.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our stockholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT.

25


An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock.

The Ownership Limit. In order for us to maintain our qualification as a REIT, not more than 50% in value of our outstanding stock (after taking into account certain options to acquire stock) may be owned, directly or indirectly or through the application of certain attribution rules, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended (the “Code”), to include some entities that would not ordinarily be considered “individuals”) at any time during the last half of a taxable year. To assist us in maintaining our qualification as a REIT, among other purposes, our Charter restricts ownership of more than 5% (the “Ownership Limit”) of the lesser of the number or value of our outstanding shares of stock by any single stockholder or a group of stockholders (with limited exceptions). In addition to enhancing preservation of our status as a REIT, the Ownership Limit may:
have the effect of delaying, deferring or preventing a change in control of us or other transaction without the approval of our board of directors, even if the change in control or other transaction is in the best interests of our stockholders; and
limit the opportunity for our stockholders to receive a premium for their common stock or preferred stock that they might otherwise receive if an investor were attempting to acquire a block of stock in excess of the Ownership Limit or otherwise effect a change in control of us.
Our board of directors, in its sole discretion, may waive or modify (subject to limitations and upon any conditions as it may direct) the Ownership Limit with respect to one or more of our stockholders, if it is satisfied that ownership in excess of this limit will not jeopardize our status as a REIT.
Selected Provisions of our Charter and bylaws. Some of the provisions of our Charter and bylaws may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares. These provisions include the following:
advance notice requirements for stockholder nominations of directors and stockholder proposals to be considered at stockholder meetings;
the obligation of our directors to consider a variety of factors with respect to a proposed business combination or other change of control transaction;
the authority of our directors to classify or reclassify unissued shares and cause the Company to issue shares of one or more classes or series of common stock or preferred stock;
the authority of our directors to create and cause the Company to issue rights entitling the holders thereof to purchase shares of stock or other securities from us; and
limitations on the amendment of our Charter, the change in control of us, and the liability of our directors and officers.
Certain provisions of Maryland law could inhibit a change in control or reduce the value of our common stock.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including:
“Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and
“Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the
26


direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, our Charter exempts from the “business combination” provisions any business combination between us and the principals and their respective affiliates and related persons. The MGCL also allows the board of directors to exempt particular business combinations before the interested stockholder becomes an interested stockholder. Furthermore, a person is not an interested stockholder if the transaction by which he or she would otherwise have become an interested stockholder is approved in advance by the board of directors.
Additionally, pursuant to a provision in our bylaws, we have opted out of the “control share” acquisition provisions of the MGCL. However, in the future, we may, without the approval of our stockholders, by amendment to our bylaws, opt in to the control share provisions of the MGCL. The MGCL and our Charter also contain supermajority voting requirements with respect to our ability to amend certain provisions of our Charter, merge, or sell all or substantially all of our assets.
Furthermore, our board of directors has adopted a resolution prohibiting us from electing to be subject to the provisions of Title 3, Subtitle 8 of the MGCL that would, among other things, permit our board of directors to classify the board without stockholder approval. Such provisions of Title 3, Subtitle 8 of the MGCL could have an anti-takeover effect. We may only elect to be subject to the classified board provisions of Title 3, Subtitle 8 after first obtaining the approval of our stockholders.
FEDERAL INCOME TAX RISKS

The tax consequences of the sale of some of the Centers and certain holdings of the principals may create conflicts of interest.

The principals will experience negative tax consequences if some of the Centers are sold. As a result, the principals may not favor a sale of these Centers even though such a sale may benefit our other stockholders. In addition, the principals may have different interests than our stockholders because they are significant holders of limited partnership units in the Operating Partnership.
If we were to fail to qualify as a REIT, we would have reduced funds available for distributions to our stockholders.

We believe that we currently qualify as a REIT. No assurance can be given that we will remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and of the applicable income tax regulations is greater in the case of a REIT structure like ours that holds assets through the Operating Partnership and joint ventures. The determination of various factual matters and circumstances not entirely within our control, including determinations by our partners in the Joint Venture Centers, may affect our continued qualification as a REIT. In addition, legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to our qualification as a REIT or the U.S. federal income tax consequences of that qualification.
In addition, we currently hold certain of our properties through subsidiaries that have elected to be taxed as REITs and we may in the future determine that it is in our best interests to hold one or more of our other properties through one or more subsidiaries that elect to be taxed as REITs. If any of these subsidiaries fails to qualify as a REIT for U.S. federal income tax purposes, then we may also fail to qualify as a REIT for U.S. federal income tax purposes.
If in any taxable year we were to fail to qualify as a REIT, we will suffer the following negative results:
we will not be allowed a deduction for distributions to stockholders in computing our taxable income; and
we will be subject to U.S. federal and state income tax on our taxable income at regular corporate rates.
In addition, if we were to lose our REIT status, we would be prohibited from qualifying as a REIT for the four taxable years following the year during which the qualification was lost, absent relief under statutory provisions. As a result, net income and the funds available for distributions to our stockholders would be reduced for at least five years and the fair market value of our shares could be materially adversely affected. Furthermore, the Internal Revenue Service could challenge our REIT status for past periods. Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods. It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election.
27


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

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue.
In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets that do not qualify for a statutory safe harbor if such assets constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered prohibited transactions.
Complying with REIT requirements may force us to borrow or take other measures to make distributions to our stockholders.

As a REIT, we generally must distribute 90% of our annual taxable income (subject to certain adjustments) to our stockholders. From time to time, we might generate taxable income greater than our net income for financial reporting purposes, or our taxable income might be greater than our cash flow available for distributions to our stockholders. If we do not have other funds available in these situations, we might be unable to distribute 90% of our taxable income as required by the REIT rules. In that case, we would need to borrow funds, liquidate or sell a portion of our properties or investments (potentially at disadvantageous or unfavorable prices), in certain limited cases distribute a combination of cash and stock (at our stockholders’ election but subject to an aggregate cash limit established by the Company) or find another alternative source of funds. These alternatives could increase our costs or reduce our equity. In addition, to the extent we borrow funds to pay distributions, the amount of cash available to us in future periods will be decreased by the amount of cash flow we will need to service principal and interest on the amounts we borrow, which will limit cash flow available to us for other investments or business opportunities.
We may face risks in connection with Section 1031 Exchanges.

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis. Section 1031 Exchanges now only apply to real property and do not apply to any related personal property transferred with the real property. As a result, any appreciated personal property that is transferred in connection with a Section 1031 Exchange of real property will cause gain to be recognized, and such gain is generally treated as non-qualifying income for the 95% and 75% gross income tests. Any such non-qualifying income could have an adverse effect on our REIT status.
If our Operating Partnership fails to maintain its status as a partnership for tax purposes, we would face adverse tax consequences.

We intend to maintain the status of the Operating Partnership as a partnership for federal income tax purposes. However, if the Internal Revenue Service were to successfully challenge the status of the Operating Partnership as an entity taxable as a partnership, the Operating Partnership would be taxable as a corporation. This would reduce the amount of distributions that the Operating Partnership could make to us. This could also result in our losing REIT status, with the consequences described above. This would substantially reduce the cash available to us to make distributions and the return on your investment. In addition, if any of the partnerships or limited liability companies through which the Operating Partnership owns its property, in whole or in part, loses its characterization as a partnership or disregarded entity for federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the Operating Partnership. Such a recharacterization of an underlying entity could also threaten our ability to maintain REIT status.
Legislative or regulatory action could adversely affect our stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments similar to an investment in our stock. Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders.
28


Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.    CYBERSECURITY
Cyber Risk Management and Strategy
The Company, under the oversight of the Audit Committee of its Board of Directors, has implemented and maintains a cybersecurity risk management program that includes processes for the systematic identification, assessment and treatment (through mitigation, transfer, avoidance and/or acceptance) of cybersecurity risks. This program extends to third-party vendors and the various properties under the Company’s management, including corporate and commercial properties, through establishing vendor risk requirements and conducting vendor risk assessments.

This risk management program addresses, but is not limited to, risks identified by external auditors and assessors, internal auditors and assessors, threat intelligence providers, internal stakeholders, vulnerability management programs and security management programs. An internal audit team at the Company manages and maintains remediation strategies for identified risks, and reports on them regularly to senior leadership. As part of the Company’s cyber risk management program, the Company has engaged external independent assessors to conduct cyber risk assessments, evaluate cyber risk management controls, and report both findings and recommendations to management.

The Company, like other companies in its industry, faces a number of cybersecurity risks in connection with its business. Although such risks have not materially affected the Company, including its business strategy, results of operations or financial condition, to date, the Company has, from time to time, experienced threats to and security incidents related to its data and systems. For more information about the cybersecurity risks the Company faces, see Item 1A. Risk Factors.
Governance Related to Cybersecurity Risks

The Company’s cyber risk management program and related operations and processes are directed by the Senior Vice President of Information Technology (the “SVP-IT”). Currently, the SVP-IT role is held by an individual who has over twenty five years of cybersecurity, information technology and systems engineering experience. The SVP-IT meets with the Chief Financial Officer and Chief Legal Officer quarterly to monitor and review the outcomes of the Company’s cybersecurity risk management processes and to discuss and decide matters related to cybersecurity risk treatment strategy (including mitigations).
The Company also formed the Business Continuity Plan ("BCP") and Cyber Security Risk Committee (the “Security Committee”), which oversees the prioritization and escalation of risks from cybersecurity threats to senior leadership, is chaired by the SVP-IT and the Executive Vice President of Portfolio Operations and People. The Security Committee reports to the Chief Financial Officer and Chief Legal Officer, and the committee’s members include senior company leadership responsible for asset management, risk management, marketing, and business development. Collectively, the Security Committee members possess experience in information security, risk management, oversight and legal compliance.
The Company’s Board of Directors plays an important role in risk oversight and discharges its duties both as a full board and through its committees. The Board has delegated oversight of risk management matters, including cybersecurity and information technology matters, to its Audit Committee. As reflected in the Audit Committee charter, the committee is responsible for reviewing information technology, cybersecurity and other data protection strategies and plans, as well as assessing incident response protocols. The Security Committee provides quarterly reports to the Audit Committee and the SVP-IT attends board meetings yearly, or more frequently as appropriate, to inform the Company’s Board of Directors on cybersecurity risks.
Additionally, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002 and information technology general controls are an important part of the Company's internal control over financial reporting and are subject to controls testing. Control deficiencies that represent cybersecurity risks would be reported by management to the Audit Committee.
29


ITEM 2.    PROPERTIES
The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2023.
CountCompany's
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of Most
Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned Anchors (3)Company-Owned Anchors (3)
CONSOLIDATED CENTERS:    
150.1%Chandler Fashion Center(4)2001/200220231,402,000 683,000 97.8 %Dillard's, Macy's, Scheels All Sports
Chandler, Arizona
2100%Danbury Fair Mall(4)1986/200520161,275,000 593,000 99.3 %JCPenney, Macy'sDick's Sporting Goods, Primark, Target(5)
Danbury, Connecticut
3100%Desert Sky Mall1981/20022007738,000 271,000 96.7 %Burlington, Dillard'sLa Curacao, Mercado de los Cielos
Phoenix, Arizona
4100%Eastland Mall(6)1978/199819961,017,000 528,000 93.1 %Dillard's, Macy'sJCPenney
Evansville, Indiana
5100%Fashion District Philadelphia1977/20142019802,000 575,000 80.9 %Burlington, Primark, Shoppers World
Philadelphia, Pennsylvania
6100%Fashion Outlets of Chicago2013/—-530,000 529,000 98.2 %
Rosemont, Illinois
7100%Fashion Outlets of Niagara Falls USA1982/20112014674,000 674,000 83.4 %
Niagara Falls, New York
8100%Freehold Raceway Mall(4)1990/200520071,546,000 857,000 95.1 %JCPenney, Macy'sDick's Sporting Goods, Primark
Freehold, New Jersey
9100%Fresno Fashion Fair1970/19962006974,000 419,000 98.2 %Macy's Forever 21, JCPenney, Macy's
Fresno, California
10100%Green Acres Mall(4)(6)(7)1956/201320162,058,000 952,000 97.7 %BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Shoppers World, Walmart
Valley Stream, New York
11100%Inland Center1966/20042016671,000 270,000 95.9 %Macy'sForever 21, JCPenney
San Bernardino, California
12100%Kings Plaza Shopping Center(6)1971/201220181,146,000 445,000 99.1 %Macy'sBurlington, Lowe's, Primark, Target
Brooklyn, New York
13100%La Cumbre Plaza(6)1967/20041989323,000 173,000 92.5 %Macy's
Santa Barbara, California
14100%NorthPark Mall(4)1973/19982001934,000 399,000 82.0 %Dillard's, JCPenney, Von Maur
Davenport, Iowa
15100%Oaks, The1978/200220171,207,000 605,000 90.0 %JCPenney, Macy's (two)Dick's Sporting Goods, Nordstrom
Thousand Oaks, California
16100%Pacific View1965/19962001886,000 401,000 81.0 %JCPenney, TargetMacy's
Ventura, California
17100%Queens Center(6)1973/19952004968,000 412,000 98.9 %JCPenney, Macy's
Queens, New York
18100%Santa Monica Place(4)1980/1999Ongoing534,000 358,000 85.8 % Nordstrom
Santa Monica, California
30


CountCompany's
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of Most
Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned Anchors (3)Company-Owned Anchors (3)
1984.9%SanTan Village Regional Center2007/—20181,203,000 795,000 96.5 %Dillard's, Macy'sDick's Sporting Goods
Gilbert, Arizona
20100%SouthPark Mall(4)1974/19982015802,000 290,000 72.6 %Dillard's, Von MaurDick's Sporting Goods, JCPenney
Moline, Illinois
21100%Stonewood Center(4)(6)1953/19971991927,000 356,000 95.8 %JCPenney, Kohl's, Macy's
Downey, California
22100%Superstition Springs Center(4)1990/20022002955,000 384,000 89.4 %Dillard's, JCPenney, Macy's
Mesa, Arizona
23100%Valley Mall1978/19981992506,000 191,000 88.4 %TargetBelk, Dick's Sporting Goods, JCPenney
Harrisonburg, Virginia
24100%Valley River Center1969/20062007814,000 415,000 96.3 %Macy'sJCPenney
Eugene, Oregon
25100%Victor Valley, Mall of(4)1986/20042012578,000 259,000 99.1 %Macy'sDick's Sporting Goods, JCPenney
Victorville, California
26100%Vintage Faire Mall1977/19962020916,000 472,000 97.0 %Macy'sDick's Sporting Goods, JCPenney, Macy's
Modesto, California
27100%Wilton Mall(4)1990/20052020741,000 422,000 95.9 %JCPenney, BJ's Wholesale ClubDick's Sporting Goods
Saratoga Springs, New York
Total Consolidated Centers25,127,000 12,728,000 93.6 %
UNCONSOLIDATED JOINT VENTURE CENTERS:
2860%Arrowhead Towne Center1993/200220151,078,000 472,000 99.6 %Dillard's, JCPenney, Macy'sDick's Sporting Goods
Glendale, Arizona
2950%Biltmore Fashion Park1963/20032020611,000 306,000 93.1 %Macy's, Saks Fifth Avenue
Phoenix, Arizona
3050%Broadway Plaza(4)1951/19852016996,000 451,000 95.3 %Macy's Nordstrom
Walnut Creek, California
3150.1%Corte Madera, The Village at1985/19982020502,000 265,000 96.4 %Macy's, Nordstrom
Corte Madera, California
3250%Country Club Plaza1922/20162015971,000 971,000 83.7 %
Kansas City, Missouri
3351%Deptford Mall1975/200620201,016,000 444,000 95.9 %JCPenney, Macy'sBoscov's, Dick's Sporting Goods
Deptford, New Jersey
3451%FlatIron Crossing(4)2000/200220091,393,000 694,000 93.7 %Dillard's, Macy'sDick's Sporting Goods, Forever 21
Broomfield, Colorado
3550%Kierland Commons1999/20052003438,000 438,000 98.1 %
Phoenix, Arizona
3660%Lakewood Center1953/197520082,050,000 985,000 96.0 %Costco, Forever 21, Home Depot, JCPenney, Macy's, Target
Lakewood, California
3760%Los Cerritos Center(7)1971/199920161,011,000 536,000 96.7 %Macy's, NordstromDick's Sporting Goods, Forever 21
Cerritos, California
3850%Scottsdale Fashion Square1961/2002Ongoing1,871,000 910,000 92.8 %Dillard'sDick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom
Scottsdale, Arizona
3960%South Plains Mall(4)1972/199820171,243,000 494,000 91.1 %Home DepotDillard's (two)(8), JCPenney
Lubbock, Texas
4051%Twenty Ninth Street(6)1963/19792007694,000 553,000 94.3 %Home Depot
Boulder, Colorado
31


CountCompany's
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of Most
Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned Anchors (3)Company-Owned Anchors (3)
4150%Tysons Corner Center(7)1968/200520141,848,000 1,108,000 97.3 %Bloomingdale's, Macy's, Nordstrom, Primark(9)
Tysons Corner, Virginia
4260%Washington Square(7)1974/199920051,301,000 578,000 97.0 %Macy'sDick's Sporting Goods, JCPenney, Nordstrom
Portland, Oregon
4319%West Acres1972/19862001692,000 426,000 94.7 %Macy'sJCPenney
Fargo, North Dakota
Total Unconsolidated Joint Ventures17,715,000 9,631,000 93.5 %
43Total Regional Town Centers42,842,000 22,359,000 93.5 %
COMMUNITY/POWER SHOPPING CENTERS
150%Atlas Park, The Shops at(10)2006/20112013373,000 373,000 94.2 %
Queens, New York
250%Boulevard Shops(10)2001/20022004205,000 205,000 95.3 %
Chandler, Arizona
3100%Southridge Center(4)(11)1975/19982013801,000 519,000 73.3 %Des Moines Area Community CollegeTarget
Des Moines, Iowa
3Total Community/Power Shopping Centers1,379,000 1,097,000 84.5 %
46Total before Other Assets44,221,000 23,456,000 
OTHER ASSETS:
100%Various(11)(12)--267,000 184,000 — Kohl's
50%Scottsdale Fashion Square-Office(10)1984/20022016123,000 — — 
Scottsdale, Arizona
50%Tysons Corner Center-Office(10)1999/20052012170,000 — — 
Tysons Corner, Virginia
50%Hyatt Regency Tysons Corner Center(10)20152015290,000 — — 
Tysons Corner, Virginia
50%VITA Tysons Corner Center(10)20152015398,000 — — 
Tysons Corner, Virginia
50%Tysons Tower(10)20142014539,000 — — 
Tysons Corner, Virginia
OTHER ASSETS UNDER DEVELOPMENT:
5%Paradise Valley Mall(10)(13)1979/2002Ongoing303,000 — —  JCPenney, Costco
Phoenix, Arizona
Total Other Assets2,090,000 184,000 
Grand Total46,311,000 23,640,000 

________________________
(1)The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company's economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company's actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company's joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.”
32


(2)The Company owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property. With the exception of the seven Centers indicated with footnote (6) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company. With respect to these seven Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. The termination dates of the ground leases range from 2038 to 2078.
(3)Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2023. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants. “Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor.
(4)These Centers have vacant Anchor locations that are owned by the Company or its joint venture. The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding three of these vacant Anchors.
(5)Target has announced plans to open a two-level, 126,000 square foot store at Danbury Fair Mall.
(6)Portions of the land on which the Center is situated are subject to one or more long-term ground leases.