OUR PATH FORWARD
A N N U A L R E P O R T | F O R M 1 0 - K
DIRECTORS
EXECUTIVE OFFICERS
Eric K. Brandt
Retired Executive Vice President and Chief
Financial Officer of Broadcom Corporation
Steven R. Hash
Retired President and Chief Operating Officer
of Renaissance Macro Research, LLC
Enrique Hernandez, Jr.
Executive Chairman
of Inter-Con Security Systems, Inc.
Daniel J. Hirsch
Principal at Anzu Partners
Jackson Hsieh
President and Chief Executive Officer
of The Macerich Company
Jackson Hsieh
President and Chief Executive Officer
Douglas J. Healey
Senior Executive Vice President,
Head of Leasing
Diana M. Laing
Retired Chief Financial Officer of
American Homes 4 Rent
Marianne Lowenthal
President and Sole Principal of Granadier Co.
Devin I. Murphy
Retired President of Phillips Edison & Company
Andrea M. Stephen
Retired Executive Vice President, Investments
of The Cadillac Fairview Corporation Limited
Ann C. Menard
Senior Executive Vice President,
Chief Legal Officer and Secretary
Daniel E. Swanstrom II
Senior Executive Vice President,
Chief Financial Officer and Treasurer
2 | 2 0 2 4 A N N U A L R E P O R T
MACERICH’S
PATH FORWARD
DEAR FELLOW SHAREHOLDERS,
Since joining Macerich as President and CEO last
March, I have become increasingly confident in our
mission to own and operate thriving retail centers
that bring our communities together and create long-
term value for shareholders, partners and customers.
2024 was a year of exciting change. During my first
90 days, I toured the majority of our key properties,
visited our regional offices and spent time with the
teams — particularly leasing, development, asset
management, property management and operations.
Then, further informed by my 30 years on Wall Street
in real estate investment banking and subsequent
experience running, restructuring and growing
a successful REIT, we launched Macerich’s Path
Forward plan in July. This clear, executable plan is
designed to accomplish three key objectives over
its five-year horizon: simplify the business, improve
operational performance and reduce leverage.
I am pleased with our steady progress. Importantly,
we have made mission-critical enhancements to
our organizational structure, processes, analytical
methods and technology that we believe provide
the strategic roadmap and tools to drive leasing and
NOI over a multi-year horizon. This is a major change
in mindset and operations for Macerich, which has
historically been more focused on managing the
business to annual, near-term FFO targets.
Here are accomplishments in 2024 and details on our
overall movement toward 2028 goals.
SIMPLIFYING THE BUSINESS
A significant early action last year was to refresh
our portfolio groups and asset rankings to give us
improved clarity as to our capital allocation priorities.
Focusing on criteria beyond sales per square foot —
to include market position and other unique factors,
such as debt and development potential — we re-
ranked every one of our properties as Fortress,
Fortress Potential, Steady Eddy or Eddy assets.
Simplifying our business also includes selectively
consolidating joint venture interests. In 2024, we
were able to purchase our partners’ interests and
consolidate 100% ownership in Los Cerritos Center,
Washington Square, Arrowhead Towne Center, South
Plains Mall and Lakewood Center.
IMPROVING OPERATIONAL
PERFORMANCE
Throughout
2024,
operational
performance
at
Macerich continued to improve. This is a testament
to our outstanding teams and quality retail
properties, in addition to our sharp focus on internal
process and technology improvements to boost
productivity. Key metrics including occupancy,
traffic and leasing activity improved notably,
excluding our Eddy properties.
At year-end, portfolio occupancy was 94.1%, up 60
basis points year-over-year. Excluding the Eddy
properties, portfolio occupancy was 95.8%. Traffic
in 2024 was up nearly 2% compared with 2023
and is now back to pre-COVID levels, reflecting
2 0 2 4 A N N U A L R E P O R T | 3
customers’ ongoing interest in spending time at our
retail properties. Portfolio average sales for tenants
under 10K square feet were $915 per square foot
when excluding the Eddy properties.
Leasing continues its powerful momentum across
our portfolio. We’re making solid progress on
achieving the NOI gap we are solving for in our Path
Forward plan, based upon expected lease renewals,
signed-not-open (SNO) leases and re-leasing and
redevelopment opportunities.
At year-end 2024, our SNO pipeline included
104 leases for 1.2 million square feet of new store
openings. In addition, we are currently negotiating
leases for just under 875,000 square feet of stores
— representing a total of over 2 million square feet
of new store openings throughout 2025 and beyond.
This leasing pipeline of new stores is expected to
produce total rent of approximately $66 million at
our share in excess of the rent generated from prior
uses in those same spaces, of which $27 million will
be realized in 2025, with the remainder to be realized
from 2026 into 2028.
In 2024, we successfully implemented a new
leasing dashboard tool that enables leasing, asset
management, legal, tenant coordination, construction
and senior leadership to collaborate seamlessly,
which has vastly improved our visibility and
efficiency around leasing and tenant coordination.
This platform is projected to save 15,000 person-
hours at Macerich annually and is already speeding
up our leasing and tenant opening velocity. We are
laser-focused on increasing our inline permanent
occupancy, which we expect to grow 5% by 2028.
Another exciting opportunity is the progress we are
making on delivering tenants into 26 vacant anchor
spaces in our go-forward portfolio.
REDUCING LEVERAGE
I am very pleased with the progress we are making
on our Path Forward goal to reduce $2 billion in debt
through dispositions and givebacks. To date, we have
completed nearly $800 million of that disposition
target, including Country Club Plaza, Biltmore Fashion
Park, The Oaks and Southridge Mall. Wilton Mall
recently sold, and The Shops at Atlas Park currently
is being marketed for sale. Regarding Santa Monica
Place, the loan covering this property is in default,
as planned. Future asset sales will continue to focus
on whether a property is core to our strategy and
may include defaulting on additional mortgage debts
and giving possession of such property to the lender.
In addition, as part of our Path Forward plan over
the next two years, we are targeting for disposition
$500 million in outparcels, freestanding retail assets,
non-enclosed mall assets and vacant land.
Strategic refinancings are another tool we are
successfully employing to reduce leverage or to
Scottsdale Fashion Square | Scottsdale, AZ
Tysons Corner Center | Tysons, VA
4 | 2 0 2 4 A N N U A L R E P O R T
FlatIron Crossing | Broomfield, CO
extend out debt maturities. In 2024, we closed on
seven transactions for over $1.3 billion of loans, or
$1.1 billion at our share, and we have already started
to address our 2025 and 2026 debt maturities.
As part of our broader de-leveraging strategy,
in 2024 we issued $677 million of common
equity. We used net proceeds from this equity
raise, together with cash on hand, to repay the
$478.0 million Washington Square mortgage loan
that had an interest rate of SOFR + 400 and a 2026
maturity date.
LOOKING AHEAD
Overall, our teams are sharply focused on leasing
and redevelopment execution, including leasing
vacant anchors to improve our portfolio. We are
also concentrating efforts to achieve $500 million in
disposition execution, including outparcels and other
assets as discussed above, over the next two years.
Our development efforts focus on three current
projects — Scottsdale Fashion Square, FlatIron
Crossing and Green Acres — with phased openings
over the coming years.
Elevated performance should continue to enable
Macerich to strategically invest in and fortify our
Fortress, Fortress Potential and Steady Eddy
properties — an important aspect of our Path
Forward plan that creates additional value.
This is a very exciting time for all of us at Macerich.
Our portfolio is extremely valuable, and we are acting
decisively on our Path Forward plan to make the
most of our opportunities.
Finally, I want to thank our Macerich people,
including both tenured leaders and new leaders who
joined us last year, along with teams throughout the
organization, for their hard work and dedication to
moving our company ahead. I’d also like to thank
our Board of Directors and shareholders for their
continuing confidence in Macerich.
I am excited for 2025 and beyond as we continue to
advance our Path Forward.
Best,
Jack Hsieh
President and Chief Executive Officer
Green Acres | Valley Stream, NY
2 0 2 4 A N N U A L R E P O R T | 5
[THIS PAGE INTENTIONALLY LEFT BLANK]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
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)
Maryland
95-4448705
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
401 Wilshire Boulevard, Suite 700, Santa Monica, California
90401
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
MAC
New 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 È
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 È
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 È
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 È
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 filer È
Accelerated Filer ‘
Non-Accelerated Filer ‘
Smaller 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. È
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 È
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was
approximately $3.3 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 27, 2025: 252,496,876 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held in 2025 are incorporated by reference
into Part III of this Form 10-K.
THE MACERICH COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
INDEX
Page
Part I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Item 6.
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . .
66
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . .
71
Part III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . .
72
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Part IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
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;
• expectations regarding the Company’s Path Forward Plan and its ability to meet the goals
established under such plan;
• 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 operations of the Company, including
as a result of any defaults on mortgage loans, 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 elevated inflation, supply chain disruptions and construction delays), acquisitions and
dispositions; adverse impacts from any 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
3
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,
2024, the Operating Partnership owned or had an ownership interest in 40 regional retail centers
(including office, hotel and residential space adjacent to these shopping centers), two community/power
shopping centers and one redevelopment property. These 43 regional retail centers, community/power
shopping centers and one redevelopment property consist of approximately 43 million square feet of gross
leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated
Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint
Venture Centers”), as set forth in “Item 2. 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 14, 2024, the Company acquired its joint venture partner’s 40% interest in each of
Arrowhead Towne Center and South Plains Mall for a purchase price of $36.4 million and the assumption
of its joint venture partner’s share of debt for each property. The Company now owns and has consolidated
its 100% interests in Arrowhead Towne Center and South Plains Mall (See Note 15—Acquisitions in the
Notes to the Consolidated Financial Statements).
On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for
$5.4 million (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
4
On October 24, 2024, the Company acquired its joint venture partner’s 40% interest in the Pacific
Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood
Center, for a net purchase price of approximately $122.1 million, which includes the assumption of the
partner’s share of property level indebtedness. The Company now owns and has consolidated its 100%
interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the
Notes to the Consolidated Financial Statements).
Dispositions:
On June 13, 2024, the partnership agreement between the Company and its joint venture partner was
amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center
as a financing arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler
Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note
16—Dispositions in the Notes to the Consolidated Financial Statements).
On June 28, 2024, the Company’s joint venture sold Country Club Plaza, a 971,000 square foot
regional retail center in Kansas City, Missouri, for $175.6 million. Concurrent with the sale, the remaining
amount owed by the joint venture under the $295.5 million loan ($147.7 million at the Company’s share)
was forgiven by the lender (See Note 4—Investments In Unconsolidated Joint Ventures in the Notes to
the Consolidated Financial Statements).
On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in
Harlingen, Texas for $7.1 million. The Company used the net proceeds to pay down debt. The Company
recognized a gain on sale of assets of $0.8 million (See “Liquidity and Capital Resources” and Note 16—
Dispositions in the Notes to the Consolidated Financial Statements).
On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot
regional retail center in Phoenix, Arizona, for $110.0 million. The Company used the net proceeds to pay
down debt. As a result of this transaction, the Company recognized a gain of $42.8 million (See “Liquidity
and Capital Resources” and Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the
Consolidated Financial Statements).
On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in
Des Moines, Iowa, for $4.0 million, which resulted in a loss on sale of assets of $0.9 million. The Company
used the net proceeds to pay down debt (See Note 16—Dispositions in the Notes to the Consolidated
Financial Statements).
On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in
Thousand Oaks, California, for $157.0 million, which resulted in a loss on sale of assets of $6.9 million. The
Company used the net proceeds to pay off the $147.8 million loan on the property (See “Financing
Activities” and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).
For the twelve months ended December 31, 2024, the Company and certain joint venture partners
sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of
land of $2.8 million. The Company used its share of the proceeds from these sales of $6.1 million to pay
down debt and for other general corporate purposes.
The Company is under contract to sell Wilton Mall for $24.8 million, which is expected to close in the
first half of 2025, subject to customary closing conditions. This asset is unencumbered.
Financing Activities:
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%.
5
On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District
Philadelphia. The remaining $8.2 million was scheduled to mature on April 21, 2024 and was paid in full
prior to maturity.
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.
On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place. The
Company is in negotiations with the lender on the terms of this non-recourse loan.
On May 24, 2024, the Company closed a two-year extension of the $149.9 million loan on The Oaks,
which was scheduled to mature on June 5, 2026. The interest rate during the first year of the extended
term was 7.5% and would have increased to 8.5% during the second year of the extended term. On
December 10, 2024, the Company repaid in full the $147.8 million loan with the net proceeds from the sale
of the property (See “Dispositions”).
On June 27, 2024, the Company’s joint venture in Chandler Fashion Center replaced the existing
$256.0 million loan on the property with a new $275.0 million loan that bears interest at 7.06%, is interest
only during the entire loan term and matures on July 1, 2029. The Company received a distribution of
$17.7 million in connection with the refinancing.
On August 22, 2024, the Company closed an $85.0 million, ten-year refinance of the loan on The Mall
of Victor Valley. The new loan bears interest at a fixed rate of 6.72%, is interest only during the entire loan
term and matures on September 6, 2034.
On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens
Center, which matures on November 6, 2029. The new loan replaced the existing $600.0 million loan, bears
interest at a fixed rate of 5.37% and is interest only during the entire loan term.
On December 2, 2024, the Company repaid in full the $478.0 million loan on Washington Square with
the net proceeds received from the Company’s public stock offering, which closed on November 27, 2024,
together with cash on hand (See “Other Transactions and Events”). The mortgage loan on the property
was scheduled to mature on November 1, 2026. The Company recognized a gain on extinguishment of debt
of $14.4 million upon the repayment of the loan.
On February 7, 2025, the Company’s joint venture in Flatiron Crossing repaid in full the $14.5 million
mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining
$140.5 million of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and
the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate
of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension
period.
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. During the first
quarter of 2024, the Company evaluated its investment and concluded that due to certain conditions, the
Company should not continue to invest capital in this development project. As a result, the Company
wrote-off its share of the investment in the three months ended March 31, 2024. At the time of the write-off,
the Company had funded $39.5 million of the total $78.9 million incurred by the joint venture
(See Note 4 –Investments in Unconsolidated Joint Ventures in the Notes to the Consolidated Financial
Statements).
The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 square foot regional retail
center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and
6
restaurant uses. The total cost of the project is estimated to be between $84.0 million and $90.0 million,
with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has
incurred $25.9 million of the total $51.8 million incurred by the joint venture as of December 31, 2024. The
opening will be in phases which began in 2024, with anticipated completion in 2025.
The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,058,000 square foot
regional retail center in Valley Stream, New York. The project will include new exterior shops and facade
totaling approximately 385,000 square feet of leasing, including new grocery use, redevelopment of a
vacant anchor building and demolition of another vacant anchor building. The total cost of the project is
estimated to be between $120.0 million and $140.0 million. The Company has incurred approximately
$19.7 million as of December 31, 2024. The anticipated opening is in 2026.
The Company’s joint venture in FlatIron Crossing, a 1,390,000 square foot regional retail center in
Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food
and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former
Nordstrom store located on the property. The Company’s ownership percentage is expected to be 43.4% in
the residential portion of the development and 51.0% in the remainder of the property. The total cost of
the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to
$130.0 million estimated to be the Company’s pro rata share. The Company has incurred $9.1 million of
the total $17.9 million incurred by the joint venture as of December 31, 2024. The anticipated opening will
be in phases beginning in 2027.
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, 2024. On February 14, 2025, the Company announced a first quarter cash
dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of
record on March 4, 2025. 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 “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 $500.0 million. During the twelve months ended
December 31, 2024, the Company sold 9.4 million shares of common stock for approximately
$148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of
$15.81. The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active.
In connection with the commencement of a separate “at the market” offering program on
November 12, 2024, which is referred to as the “2024 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 $500.0 million. During the twelve months
ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately
$69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. As of
December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock
available under the 2024 ATM Program.
On November 27, 2024, the Company completed a public offering of 23.0 million shares of its
common stock at a price per share of $19.75, which includes the underwriters’ full exercise of their option
to purchase an additional 3.0 million shares, for gross proceeds of approximately $454.3 million. The net
proceeds of the offering were approximately $439.5 million after deducting the underwriting discount and
offering costs of approximately $14.8 million. The Company used the proceeds from the offering, together
with cash on hand, to repay the mortgage loan secured by its Washington Square property.
7
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 Retail Centers” or “Malls.” Regional Retail 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 Retail Centers:
A Regional Retail 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 Retail 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 Retail 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 Retail Centers in their trade areas.
Regional Retail 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 Retail Center.
Business of the Company
Strategy:
In the second quarter of 2024, the Company announced the Path Forward Plan, which is a multi-
pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements
to both bolster company culture and improve key business processes to gain operating efficiencies.
Essential goals of the Path Forward Plan include:
• Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted
EBITDA leverage ratio over the next three to four years;
8
• Invest in and fortify the Company’s key assets in the portfolio;
• Proactively consolidate selected joint venture assets over time that are core to the Company’s
overall strategy;
• Deliver a post-deleveraging Funds From Operations launch point goal over the next three to four
years;
• Achieve outstanding operational results through rigorous internal process improvements; and
• Position the Company to take an offensive stance on acquisitions, reinvestment and selected
development.
The Company may achieve these goals through a variety of methods and the timing, extent and impact
of any transactions that the Company has or will undertake while implementing the Path Forward Plan
may vary and evolve. In order to deleverage its capital structure, the Company may pursue asset
dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open
for business, be selective about undertaking new development and redevelopment projects, and/or issue
common stock. Asset sales will focus on whether a property is core to the Company’s strategy and may
include defaulting on certain mortgage debts on the Company’s properties and giving possession of such
secured properties to the lender.
Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition,
leasing and management, redevelopment and development of Regional Retail Centers.
Acquisitions.
The Company principally focuses on well-located, quality Regional Retail 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.
Since implementation of the Path Forward Plan, the Company acquired its joint venture partner’s
interest in Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and
Washington Square (See “Acquisitions” in Recent Developments).
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. In addition, the Company may utilize third party leasing
9
brokers on a selective basis. 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 two community centers for third-party owners on a fee basis.
Redevelopment.
One component 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 Retail Centers, including by developing available land at the
Regional Retail 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 Company will be very selective in undertaking any future redevelopment or development projects
and may choose to pause existing projects if the Company believes they are no longer economically viable.
The Centers:
As of December 31, 2024, the Centers primarily included 40 Regional Retail Centers (including
office, hotel and residential space adjacent to these shopping centers), two Community/Power Shopping
Centers and one redevelopment property totaling approximately 43 million square feet of GLA. These 43
Centers average approximately 990,000 square feet of GLA and range in size from 3.3 million square feet
of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops. As of December 31,
2024, the Centers primarily included 146 Anchors totaling approximately 20.0 million square feet of GLA
and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 21.1 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 other publicly traded mall companies and several large private mall companies in
the United States, any of which under certain circumstances could compete against the Company for an
Anchor or a tenant. 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;
10
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, 2024, 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, 2024:
Tenant
Primary DBAs
Number of
Locations
in the
Portfolio
% of Total
Rents
Victoria’s Secret & Co. . . . . . . . . . . . . . . .
Pink, Victoria’s Secret
40
2.1%
Foot Locker, Inc. . . . . . . . . . . . . . . . . . . . .
Champs Sports, Foot Locker, House of
Hoops by Foot Locker, Kids Foot
Locker, and others
56
2.0%
Dick’s Sporting Goods, Inc. . . . . . . . . . . . .
Dick’s Sporting Goods, Moosejaw
16
2.0%
Signet Jewelers Limited . . . . . . . . . . . . . . .
Banter by Piercing Pagoda, Blue Nile,
Jared, Kay Jewelers, Zales
89
1.9%
The Gap, Inc. . . . . . . . . . . . . . . . . . . . . . . .
Athleta, Banana Republic, Gap, Gap
Kids, Old Navy, and others
36
1.7%
LVMH, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .
Louis Vuitton, Sephora, and others
31
1.7%
H & M Hennes & Mauritz L.P. . . . . . . . .
H&M
23
1.5%
American Eagle Outfitters, Inc. . . . . . . . .
Aerie, American Eagle Outfitters
35
1.5%
JD Sports Fashion Plc . . . . . . . . . . . . . . . .
Finish Line, JD Sports, Shoe Palace
38
1.5%
SPARC Group LLC . . . . . . . . . . . . . . . . . .
Aeropostale, Brooks Brothers, Eddie
Bauer, Forever 21, Lucky Brand, and
others
56
1.4%
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, 2024
comprises approximately 60% 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
11
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-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 sales for the years ended December 31, 2024, 2023 and
2022:
For the Years Ended
December 31,
2024
2023
2022
Consolidated Centers:
Minimum rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.1% 7.9% 7.4%
Percentage rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.6% 0.8% 1.1%
Expense recoveries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1% 3.4% 3.1%
11.8% 12.1% 11.6%
Unconsolidated Joint Venture Centers:
Minimum rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.6% 7.1% 6.5%
Percentage rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.0% 1.1% 1.0%
Expense recoveries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.2% 2.9% 2.8%
11.8% 11.1% 10.3%
(1) Represents real estate tax and common area maintenance charges.
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):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$65.62
$61.16
$61.45
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$61.66
$58.97
$50.14
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$60.72
$56.63
$56.44
12
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)
Unconsolidated Joint Venture Centers (at the
Company’s pro rata share):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$76.11
$86.78
$64.79
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$70.42
$64.42
$55.74
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$67.37
$69.88
$62.72
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):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . .
$14.85
$13.59
18
$21.14
23
2023 . . . . . . . . . . . . . . . . . . . . . . . . . .
$16.65
$21.85
34
$29.67
15
2022 . . . . . . . . . . . . . . . . . . . . . . . . . .
$15.95
$22.68
18
$32.15
14
Unconsolidated Joint Venture
Centers (at the Company’s pro rata
share):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . .
$24.83
$87.30
12
$41.53
13
2023 . . . . . . . . . . . . . . . . . . . . . . . . . .
$16.40
$30.90
25
$13.60
21
2022 . . . . . . . . . . . . . . . . . . . . . . . . . .
$16.23
$27.77
11
$15.81
12
(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.
13
Lease Expirations:
The following tables show scheduled lease expirations for Centers owned as of December 31, 2024 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):
2025 . . . . . . . . . . . . . . . . . . . . .
522
1,201,265
24.99%
$ 66.31
23.13%
2026 . . . . . . . . . . . . . . . . . . . . .
353
867,595
18.05%
$ 69.75
17.57%
2027 . . . . . . . . . . . . . . . . . . . . .
313
690,977
14.37%
$ 72.28
14.50%
2028 . . . . . . . . . . . . . . . . . . . . .
204
504,465
10.49%
$ 71.09
10.41%
2029 . . . . . . . . . . . . . . . . . . . . .
210
500,783
10.42%
$ 73.36
10.67%
2030 . . . . . . . . . . . . . . . . . . . . .
105
299,679
6.23%
$ 69.32
6.03%
2031 . . . . . . . . . . . . . . . . . . . . .
64
184,046
3.83%
$ 76.25
4.07%
2032 . . . . . . . . . . . . . . . . . . . . .
38
104,832
2.18%
$ 68.44
2.08%
2033 . . . . . . . . . . . . . . . . . . . . .
57
200,336
4.17%
$ 65.05
3.78%
2034 . . . . . . . . . . . . . . . . . . . . .
56
125,521
2.61%
$121.32
4.42%
Unconsolidated Joint Venture
Centers (at the Company’s
pro rata share):
2025 . . . . . . . . . . . . . . . . . . . . .
159
195,281
16.29%
$ 71.54
13.58%
2026 . . . . . . . . . . . . . . . . . . . . .
145
189,609
15.82%
$ 74.10
13.66%
2027 . . . . . . . . . . . . . . . . . . . . .
129
173,144
14.45%
$ 89.57
15.07%
2028 . . . . . . . . . . . . . . . . . . . . .
104
154,682
12.91%
$ 87.05
13.09%
2029 . . . . . . . . . . . . . . . . . . . . .
88
104,692
8.74%
$ 87.78
8.93%
2030 . . . . . . . . . . . . . . . . . . . . .
64
85,671
7.15%
$ 97.76
8.14%
2031 . . . . . . . . . . . . . . . . . . . . .
30
41,797
3.49%
$ 75.00
3.05%
2032 . . . . . . . . . . . . . . . . . . . . .
51
78,099
6.52%
$104.76
7.95%
2033 . . . . . . . . . . . . . . . . . . . . .
35
55,634
4.64%
$ 86.90
4.70%
2034 . . . . . . . . . . . . . . . . . . . . .
39
66,118
5.52%
$ 95.92
6.16%
14
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):
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
1,585,933
15.42%
$11.35
10.76%
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
1,453,864
14.13%
$13.74
11.95%
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
1,310,568
12.74%
$22.45
17.59%
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
941,158
9.15%
$17.05
9.59%
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
749,327
7.28%
$18.89
8.46%
2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
937,880
9.12%
$ 8.80
4.94%
2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
600,117
5.83%
$15.16
5.44%
2032 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
242,800
2.36%
$18.02
2.61%
2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
385,674
3.75%
$24.17
5.57%
2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
569,519
5.54%
$15.81
5.38%
Unconsolidated Joint Venture
Centers (at the Company’s pro rata
share):
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
148,754
8.05%
$37.12
10.45%
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
256,400
13.88%
$40.96
19.88%
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
140,723
7.62%
$27.15
7.23%
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
229,425
12.42%
$24.78
10.76%
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
219,420
11.88%
$21.57
8.96%
2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
204,131
11.05%
$16.38
6.33%
2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
178,636
9.67%
$18.32
6.19%
2032 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
17,959
0.97%
$52.56
1.79%
2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
68,758
3.72%
$53.24
6.93%
2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
60,043
3.25%
$31.15
3.54%
(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 Retail
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 7.2% of the Company’s total rents for the year ended
December 31, 2024.
15
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, 2024.
Name
Number of
Anchor
Stores
GLA
Owned
by Anchor
GLA Leased
by Anchor
Total Anchor
GLA
Macy’s Inc.
Macy’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
4,132,000
1,718,000
5,850,000
Bloomingdale’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
253,000
253,000
32
4,132,000
1,971,000
6,103,000
JCPenney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
1,345,000
2,191,000
3,536,000
Dillard’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
2,133,000
—
2,133,000
Nordstrom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
266,000
941,000
1,207,000
Dick’s Sporting Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
—
1,003,000
1,003,000
Target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
304,000
377,000
681,000
Forever 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
—
464,000
464,000
Home Depot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
102,000
274,000
376,000
Primark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
—
351,000
351,000
Costco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
155,000
167,000
322,000
Scheels All Sports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
253,000
—
253,000
Burlington . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
100,000
140,000
240,000
BJ’s Wholesale Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
116,000
123,000
239,000
Von Maur . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
187,000
—
187,000
Walmart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
173,000
173,000
La Curacao . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
165,000
165,000
Kohl’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
81,000
81,000
Manor House . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
163,000
163,000
Boscov’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
161,000
161,000
Lowe’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
114,000
114,000
Neiman Marcus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
100,000
100,000
Belk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
87,000
87,000
Mercado de los Cielos . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
78,000
78,000
Vacant Anchors(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
—
1,729,000
1,729,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
9,093,000
10,853,000
19,946,000
Anchors at Centers not owned by the Company(2):
Kohl’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
82,000
82,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
9,093,000
10,935,000
20,028,000
(1) 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
two of these vacant Anchors.
(2) The Company owns an office building and two stores located at shopping centers not owned by the
Company. Of these two stores, one is leased to Kohl’s, and one has been leased for non-Anchor usage.
16
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 $1.325 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. 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, 2024, the Company had approximately 616 employees, of which 615 were full-
time and one was part-time. Based on its semi-annual survey of employees, the Company believes that
17
relations with its employees are good, noting an employee Net Promoter Score (“NPS”) of 77, a score
measured “excellent” by Bain & Company’s NPS scoring framework.
As of December 31, 2024, the average tenure of the Company’s employees was approximately 10.6
years and that of the Company’s senior management was 16.6 years. In 2024, the Company’s workforce
turnover rate was 13.7%, which includes all employees.
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 and innovation, 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:
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;
• an employee stock purchase program;
• a tax-advantaged 529 educational savings program;
• Company-matched donor advised fund to support philanthropic efforts of employees;
• paid vacation, sick time and company observed holidays;
• paid time off for employees to bond with a new child;
• paid time off for volunteer efforts;
• comprehensive benefits, including medical, dental and vision insurance; basic life and long-term
disability insurance; and critical illness coverage and supplemental accident insurance;
• healthcare and dependent care flexible spending accounts;
• new employee referral bonus awards; and
• financial, legal, family or personal assistance through the employee assistance program.
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, skill development, privacy and cybersecurity. In alignment with its
commitment to invest in talent development, in 2024, the Company launched a performance management
platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between
employees and managers, and peer-to-peer recognition.
Workforce: 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 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 orientation,
gender identity, disability, protected veteran status or any other characteristic protected by local, state or
18
federal laws. As of December 31, 2024, approximately 58% of the Company’s employees identified as
female. Of the total employee population, approximately 30% identified as belonging to an
underrepresented group.
Employee Health and Safety: The Company is also committed to ensuring that the operations at all 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 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.
Sustainability
A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North
American Retail Sector for ten consecutive years. A copy of the Company’s Corporate Responsibility
Report can be obtained from the Company’s website at www.macerich.com under “Investors—Corporate
Responsibility”. Copies of the Company’s sustainability policies 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
19
ITEM 1A.
RISK FACTORS
Set forth below are the risks that we believe are material to our investors and they should be carefully considered.
These 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, tariffs, 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);
• 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 or 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.
20
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 are expiring, 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 have 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 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.
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Our real estate acquisition, development and redevelopment strategies, including those implemented as part of the Path
Forward Plan, 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, including any acquisition, development and
redevelopment projects pursued in connection with the Path Forward Plan. 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, including the potential disposition of
properties in connection with our Path Forward Plan; 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
Retail Centers, including by developing available land at our Regional Retail 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 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.
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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, it
remained steady in 2024 and we continue to experience bankruptcies of Anchors and other national and local
retailers, including the bankruptcy of Express announced in April 2024, 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.
As part of the Path Forward Plan, we sold certain properties in 2024 and we may continue to pursue
dispositions of our properties, including non-core assets, in the future. 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 or realize our objectives through dispositions. 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 has 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.
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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 other weather related events 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 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, wildfires or other catastrophic weather events, 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
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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 $1.325 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. Some environmental losses are not covered by this insurance because
they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of
the Centers for generally less than their full value.
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.
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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 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, including organized retail crime, 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 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 affect our operations and those of our tenants;
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• 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 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 has increased significantly in recent years and may increase again in the
future. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding
2021. As a result of these elevated inflation levels, 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.
Elevated interest rates may adversely affect our financial condition and results of operations.
Interest rates have increased in recent years and may continue to increase or remain elevated in the near-
term as the Federal Reserve continues to address inflation. Such elevated interest rates may negatively impact
consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.
Additionally, as a result of elevated interest rates, borrowing costs on our outstanding floating-rate debt as
well as on new and refinanced fixed-rate debt have increased 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 elevated interest rates could adversely
affect our debt service costs.
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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 elevated 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
remain elevated. 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.
Although the extent of any prolonged periods of high interest rates remains unknown at this time, negative
impacts to our borrowing costs may also adversely affect our future business plans and growth, at least in the
near term.
International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.
International trade disputes, including threatened or implemented tariffs by the United States and
threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many
of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants.
To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely
impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary
pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our
redevelopment projects. Trade disputes could also adversely impact global supply chains which could further
increase costs for us and our tenants or delay delivery of key inventories and supplies.
We have substantial debt that could affect our future operations.
Our total outstanding loan indebtedness at December 31, 2024 was $6.65 billion (consisting of $4.99 billion
of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.69 billion of our pro rata
share of mortgages and other notes payable on unconsolidated joint ventures). Due to 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. As a part of the Path Forward
Plan, among other goals, we aim to deleverage our capital structure over the next three to four years. However,
the methods we may pursue and the timing, extent and impact of any transactions in furtherance of this goal
may vary and evolve and there can be no assurance that we will be successful in our efforts to deleverage.
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, 2024, we
did not repay the outstanding mortgage loan on our Santa Monica Place 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 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.
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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; our ability to meet the goals established under the Path Forward Plan; 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
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 elevated interest rates; the potential impact of tariffs; 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.
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
29
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 13 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.
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
30
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 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.
31
As permitted by the MGCL, our Charter contains certain exemptions from the “business combination”
provisions. 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
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.
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
32
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.
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.
33
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, property 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.
34
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.
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, 2024.
Count
Company’s
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of
Most Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned
Anchors (3)
Company-Owned
Anchors (3)
CONSOLIDATED CENTERS:
1
100%
Arrowhead Towne Center
Glendale, Arizona
1993/2002
2015
1,078,000
472,000
99.1%
Dillard’s,
JCPenney, Macy’s
Dick’s Sporting
Goods
2
100%
Danbury Fair Mall(4)
Danbury, Connecticut
1986/2005
2016
1,272,000
590,000
96.6%
JCPenney, Macy’s Dick’s Sporting
Goods, Primark,
Target
3
100%
Desert Sky Mall
Phoenix, Arizona
1981/2002
2007
737,000
271,000
95.8%
Burlington,
Dillard’s
La Curacao,
Mercado de los
Cielos
4
100%
Eastland Mall(5)
Evansville, Indiana
1978/1998
1996
1,017,000
528,000
90.0%
Dillard’s, Macy’s
JCPenney
5
100%
Fashion District Philadelphia(4)
Philadelphia, Pennsylvania
1977/2014
2019
802,000
574,000
79.4%
—
Burlington,
Primark
6
100%
Fashion Outlets of Chicago
Rosemont, Illinois
2013/—
—
529,000
529,000
99.9%
—
—
7
100%
Fashion Outlets of Niagara Falls USA
Niagara Falls, New York
1982/2011
2014
672,000
672,000
82.1%
—
—
8
100%
Freehold Raceway Mall
Freehold, New Jersey
1990/2005
2007
1,537,000
849,000
94.0%
JCPenney, Macy’s Dick’s Sporting
Goods, Manor
House, Primark
9
100%
Fresno Fashion Fair
Fresno, California
1970/1996
2006
974,000
419,000
96.0%
Macy’s
Forever 21,
JCPenney, Macy’s
10
100%
Green Acres Mall(4)(5)(6)
Valley Stream, New York
1956/2013
Ongoing
2,058,000
956,000
96.5%
—
BJ’s Wholesale
Club, Dick’s
Sporting Goods,
Macy’s (two),
Primark, Walmart
11
100%
Inland Center
San Bernardino, California
1966/2004
2016
670,000
270,000
95.4%
Macy’s
Forever 21,
JCPenney
12
100%
Kings Plaza Shopping Center(5)
Brooklyn, New York
1971/2012
2018
1,145,000
444,000
98.7%
Macy’s
Burlington,
Lowe’s, Primark,
Target
13
100%
La Cumbre Plaza(5)
Santa Barbara, California
1967/2004
1989
325,000
175,000
94.8%
Macy’s
—
14
100%
Lakewood Center
Lakewood, California
1953/1975
2008
2,048,000
983,000
92.6%
—
Costco, Forever
21, Home Depot,
JCPenney,
Macy’s, Target
15
100%
Los Cerritos Center(6)
Cerritos, California
1971/1999
2016
1,012,000
537,000
95.2%
Macy’s,
Nordstrom
Dick’s Sporting
Goods, Forever
21
16
100%
NorthPark Mall(4)
Davenport, Iowa
1973/1998
2001
855,000
320,000
95.9%
Dillard’s,
JCPenney, Von
Maur
—
17
100%
Pacific View
Ventura, California
1965/1996
2001
884,000
400,000
80.0%
JCPenney, Target Macy’s
18
100%
Queens Center(5)
Queens, New York
1973/1995
2004
967,000
410,000
99.5%
JCPenney, Macy’s —
19
100%
Santa Monica Place(4)
Santa Monica, California
1980/1999
Ongoing
533,000
357,000
84.0%
—
Nordstrom
20
84.9%
SanTan Village Regional Center
Gilbert, Arizona
2007/—
2018
1,200,000
793,000
96.8%
Dillard’s, Macy’s
Dick’s Sporting
Goods
21
100%
South Plains Mall(4)
Lubbock, Texas
1972/1998
2017
1,315,000
493,000
91.7%
Dillard’s, Home
Depot
JCPenney
22
100%
SouthPark Mall(4)
Moline, Illinois
1974/1998
2015
802,000
290,000
64.8%
Dillard’s, Von
Maur
Dick’s Sporting
Goods, JCPenney
23
100%
Stonewood Center(4)(5)
Downey, California
1953/1997
1991
926,000
355,000
94.6%
—
JCPenney, Kohl’s,
Macy’s
24
100%
Superstition Springs Center(4)
Mesa, Arizona
1990/2002
2002
954,000
382,000
87.7%
Dillard’s,
JCPenney, Macy’s
—
35
Count
Company’s
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of
Most Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned
Anchors (3)
Company-Owned
Anchors (3)
25
100%
Valley Mall
Harrisonburg, Virginia
1978/1998
1992
507,000
192,000
89.5%
Target
Belk, Dick’s
Sporting Goods,
JCPenney
26
100%
Valley River Center
Eugene, Oregon
1969/2006
2007
814,000
414,000
96.6%
Macy’s
JCPenney
27
100%
Victor Valley, Mall of(4)
Victorville, California
1986/2004
2012
577,000
258,000
98.9%
Macy’s
Dick’s Sporting
Goods, JCPenney
28
100%
Vintage Faire Mall
Modesto, California
1977/1996
2020
916,000
472,000
98.1%
Macy’s
Dick’s Sporting
Goods,
JCPenney, Macy’s
29
100%
Washington Square(6)
Portland, Oregon
1974/1999
2005
1,300,000
577,000
97.1%
Macy’s
Dick’s Sporting
Goods,
JCPenney,
Nordstrom
30
100%
Wilton Mall(4)
Saratoga Springs, New York
1990/2005
2020
740,000
421,000
95.2%
JCPenney, BJ’s
Wholesale Club
Dick’s Sporting
Goods
Total Consolidated Centers
29,166,000
14,403,000
93.7%
UNCONSOLIDATED JOINT VENTURE CENTERS:
31
50%
Broadway Plaza(4)(6)
Walnut Creek, California
1951/1985
2016
996,000
451,000
96.0%
Macy’s
Nordstrom
32
50.1%
Chandler Fashion Center(4)
Chandler, Arizona
2001/2002
2023
1,401,000
682,000
97.2%
Dillard’s, Macy’s,
Scheels All Sports
—
33
50.1%
Corte Madera, The Village at
Corte Madera, California
1985/1998
2020
501,000
265,000
97.7%
Macy’s,
Nordstrom
—
34
51%
Deptford Mall
Deptford, New Jersey
1975/2006
2020
1,008,000
435,000
97.7%
JCPenney, Macy’s Boscov’s, Dick’s
Sporting Goods
35
51%
FlatIron Crossing(4)
Broomfield, Colorado
2000/2002
Ongoing
1,390,000
690,000
93.6%
Dillard’s, Macy’s
Dick’s Sporting
Goods, Forever
21
36
50%
Kierland Commons
Phoenix, Arizona
1999/2005
2003
438,000
438,000
98.9%
—
—
37
50%
Scottsdale Fashion Square
Scottsdale, Arizona
1961/2002
Ongoing
1,875,000
915,000
96.7%
Dillard’s
Dick’s Sporting
Goods, Macy’s,
Neiman Marcus,
Nordstrom
38
51%
Twenty Ninth Street(5)
Boulder, Colorado
1963/1979
2007
683,000
541,000
95.3%
—
Home Depot
39
50%
Tysons Corner Center(6)
Tysons Corner, Virginia
1968/2005
2014
1,846,000
1,106,000
96.2%
—
Bloomingdale’s,
Macy’s,
Nordstrom,
Primark
40
19%
West Acres Fargo, North Dakota
1972/1986
2001
673,000
408,000
98.0%
Macy’s
JCPenney
Total Unconsolidated Joint Ventures
10,811,000
5,931,000
95.0%
40
Total Regional Retail Centers
39,977,000
20,334,000
94.1%
COMMUNITY/POWER SHOPPING CENTERS
1
50%
Atlas Park, The Shops at(7)
Queens, New York
2006/2011
2013
374,000
374,000
96.6%
—
—
2
50%
Boulevard Shops(7)
Chandler, Arizona
2001/2002
2004
205,000
205,000
97.7%
—
—
2
Total Community/Power Shopping Centers
579,000
579,000
97.0%
42
Total before Other Assets
40,556,000
20,913,000
OTHER ASSETS:
100%
Various(8)(9)
—
—
191,000
109,000
—
—
Kohl’s
50%
Scottsdale Fashion Square-Office(7)
Scottsdale, Arizona
1984/2002
2016
123,000
—
—
—
—
50%
Scottsdale Fashion Square-Caesar’s Republic
Hotel(7) Scottsdale, Arizona
2024
2024
245,000
—
—
—
—
50%
Tysons Corner Center-Office(7)
Tysons Corner, Virginia
1999/2005
2012
171,000
—
—
—
—
50%
Hyatt Regency Tysons Corner Center(7)
Tysons Corner, Virginia
2015
2015
290,000
—
—
—
—
50%
VITA Tysons Corner Center(7)
Tysons Corner, Virginia
2015
2015
399,000
—
—
—
—
50%
Tysons Tower(7)
Tysons Corner, Virginia
2014
2014
547,000
—
—
—
—
36
Count
Company’s
Ownership(1)
Name of
Center/Location(2)
Year of
Original
Construction/
Acquisition
Year of
Most Recent
Expansion/
Renovation
Total
GLA(3)
Mall and
Freestanding
GLA
Percentage
of Mall and
Freestanding
GLA Leased
Non-Owned
Anchors (3)
Company-Owned
Anchors (3)
OTHER ASSETS UNDER DEVELOPMENT:
5%
Paradise Valley Mall(7)(10)
1979/2002
Ongoing
356,000
53,000
—
Costco
JCPenney
Phoenix, Arizona
Total Other Assets
2,322,000
162,000
Grand Total
42,878,000
21,075,000
(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.”
(2)
The Company owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two
community/power shopping centers and one redevelopment property. With the exception of the seven Centers indicated with footnote (5) 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, 2024. “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 two of these vacant Anchors.
(5)
Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
(6)
The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment.
(7)
Included in Unconsolidated Joint Venture Centers.
(8)
Included in Consolidated Centers.
(9)
The Company owns an office building and two stores located at shopping centers not owned by the Company. Of the two stores, one has been leased to Kohl’s and one has
been leased for non-Anchor use. With respect to the office building, the underlying land is owned in fee entirely by the Company. With respect to the two stores, the
underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases. Under the terms of a typical building or ground
lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In
some cases, the Company has an option or right of first refusal to purchase the land. The two ground leases terminate in years 2027 and 2028.
(10)
Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional retail center Paradise Valley Mall into a mixed-
used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site. The first phase began opening in
the fourth quarter of 2024. The existing Costco and JCPenney stores currently remain open and have been open during the entire construction period.
37
Mortgage Debt
The following table sets forth certain information regarding the mortgages encumbering the Centers,
including those Centers in which the Company has less than a 100% interest. The information set forth
below is as of December 31, 2024 (dollars in thousands):
Property Pledged as Collateral
Fixed or
Floating
Carrying
Amount(1)
Effective
Interest
Rate(2)
Annual
Debt
Service(3)
Maturity
Date(4)
Balance
Due on
Maturity
Earliest Date
Notes Can Be
Defeased or
Be Prepaid
Consolidated Centers:
Arrowhead Towne Center(5) . . . . . . . . . . . . .
Fixed
$
351,905
6.75% 23,055
2/1/28 354,259
Any Time
Danbury Fair Mall(6) . . . . . . . . . . . . . . . . . . . .
Fixed
152,149
6.59% 10,036
2/6/34 144,667
6/7/2026
Fashion Outlets of Chicago . . . . . . . . . . . . . . .
Fixed
299,465
4.61% 13,740
2/1/31 300,000
Any Time
Fashion Outlets of Niagara Falls USA(7) . . .
Fixed
80,775
6.52%
8,719
10/6/26
74,862
Any Time
Freehold Raceway Mall . . . . . . . . . . . . . . . . . .
Fixed
399,210
3.94% 15,600
11/1/29 386,013
Any Time
Fresno Fashion Fair . . . . . . . . . . . . . . . . . . . . .
Fixed
324,652
3.67% 11,658
11/1/26 325,000
Any Time
Green Acres Mall(8) . . . . . . . . . . . . . . . . . . . .
Fixed
361,948
6.62% 21,826
1/6/28 370,000
8/17/2025
Kings Plaza Shopping Center . . . . . . . . . . . . .
Fixed
537,471
3.71% 19,543
1/1/30 540,000
Any Time
Lakewood Center(9) . . . . . . . . . . . . . . . . . . . . .
Fixed
304,557
8.00% 21,907
6/1/26 308,844
Any Time
Los Cerritos Center(10) . . . . . . . . . . . . . . . . . .
Fixed
472,745
5.77% 30,077
11/1/27 464,519
Any Time
Pacific View . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed
70,560
5.45%
4,792
5/6/32
62,877
Any Time
Queens Center(11) . . . . . . . . . . . . . . . . . . . . . .
Fixed
522,945
5.45% 28,193
11/6/29 525,000
11/5/2027
Santa Monica Place(12) . . . . . . . . . . . . . . . . . . Floating
298,791
6.35% 17,757
12/9/24 300,000
Any Time
SanTan Village Regional Center . . . . . . . . . . .
Fixed
219,595
4.34%
9,460
7/1/29 220,000
Any Time
South Plains Mall(13) . . . . . . . . . . . . . . . . . . . .
Fixed
193,870
7.97%
8,441
11/6/25 200,000
Any Time
Victor Valley, Mall of(14) . . . . . . . . . . . . . . . .
Fixed
83,928
6.85%
5,715
9/6/34
85,000
11/21/2026
Vintage Faire Mall . . . . . . . . . . . . . . . . . . . . . .
Fixed
219,959
3.55% 15,069
3/6/26 211,507
Any Time
$4,894,525
Unconsolidated Joint Venture Centers (at
the Company’s Pro Rata Share):
Atlas Park, The Shops at(50%) . . . . . . . . . . . . Floating $
32,431
9.49%
2,843
11/9/26
32,500
Any Time
Boulevard Shops(50%)(15) . . . . . . . . . . . . . . . Floating
11,814
7.37%
838
12/5/28
12,000
Any Time
Broadway Plaza(50%) . . . . . . . . . . . . . . . . . . .
Fixed
214,120
4.19% 13,172
4/1/30 189,724
Any Time
Chandler Fashion Center(50.1%)(16) . . . . . .
Fixed
137,189
7.15%
9,727
7/1/29 137,775
7/5/2025
Corte Madera, The Village at(50.1%) . . . . . .
Fixed
107,415
3.53%
6,074
9/1/28
98,753
Any Time
Deptford Mall(51%) . . . . . . . . . . . . . . . . . . . . .
Fixed
71,199
3.98%
5,795
4/3/26
67,503
Any Time
FlatIron Crossing(51%)(17) . . . . . . . . . . . . . . Floating
86,407
9.14%
7,176
2/9/25
86,467
Any Time
Kierland Commons(50%) . . . . . . . . . . . . . . . .
Fixed
94,915
3.98%
6,407
4/1/27
88,724
Any Time
Paradise Valley I(5%) . . . . . . . . . . . . . . . . . . . Floating
1,219
8.30%
101
10/29/26
1,219
Any Time
Paradise Valley II(5%) . . . . . . . . . . . . . . . . . . .
Fixed
945
6.95%
66
7/21/26
945
Any Time
Paradise Valley Retail(5%) . . . . . . . . . . . . . . . Floating
736
7.53%
55
2/3/27
736
Any Time
Scottsdale Fashion Square(50%) . . . . . . . . . .
Fixed
349,227
6.28% 22,052
3/6/28 350,000
8/4/2025
Twenty Ninth Street(51%) . . . . . . . . . . . . . . . .
Fixed
76,500
4.10%
3,137
2/6/26
76,500
Any Time
Tysons Corner Center(50%) . . . . . . . . . . . . . .
Fixed
351,009
6.89% 23,758
12/6/28 355,000
5/7/2026
Tysons Tower(50%) . . . . . . . . . . . . . . . . . . . . .
Fixed
94,699
3.38%
3,164
10/11/29
95,000
Any Time
Tysons Vita(50%) . . . . . . . . . . . . . . . . . . . . . . .
Fixed
44,672
3.43%
1,485
12/1/30
45,000
Any Time
West Acres - Development(19%) . . . . . . . . . .
Fixed
1,150
3.72%
42
10/10/29
1,154
Any Time
West Acres(19%) . . . . . . . . . . . . . . . . . . . . . . .
Fixed
12,150
4.61%
1,025
3/1/32
8,256
Any Time
$1,687,797
(1)
The mortgage notes payable balances include the unamortized debt discounts. Debt discounts represent the
deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions. The debt
discounts are being amortized into interest expense over the term of the related debt in a manner which
approximates the effective interest method.
38
The debt discounts as of December 31, 2024 consisted of the following:
Property Pledged as Collateral
Consolidated Centers:
Arrowhead Towne Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 27,552
Lakewood Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,723
Los Cerritos Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,521
South Plains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,130
$75,926
The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into
interest expense over the remaining term of the related debt in a manner that approximates the effective interest
method. Unamortized deferred finance costs at December 31, 2024 were $22.0 million for Consolidated Centers
and $7.1 million for Unconsolidated Joint Venture Centers (at the Company’s pro rata share).
(2)
The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and
deferred finance costs.
(3)
The annual debt service represents the annual payment of principal and interest.
(4)
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to
refinance the debt prior to these dates. These extension options are at the Company’s discretion, subject to
certain conditions, which the Company believes will be met.
(5)
On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center
that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection
with the acquisition, the Company assumed the partner’s share of the loan on the property.
(6)
On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with
a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the
loan term and matures on February 6, 2034.
(7)
On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026. The interest
rate remained unchanged at 5.90%.
(8)
On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall
and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on
January 6, 2028.
(9)
On October 24, 2024, the Company acquired the remaining 40% ownership interest in Lakewood Center that it
did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with
the acquisition, the Company assumed the partner’s share of the loan on the property.
(10) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos Center that it
did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with
the acquisition, the Company assumed the partner’s share of the loan on the property.
(11) On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center.
The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan term and matures
November 6, 2029.
(12) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including
extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month
Term SOFR plus 1.52% effective July 9, 2023. The loan was covered by an interest rate cap agreement that
effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate
cap agreement was converted to 1-month Term SOFR effective July 9, 2023. The interest rate cap agreement was
extended with a 4% strike rate to December 9, 2024 and was not renewed upon its maturity. Effective April 9,
2024, the loan is in default and accrues incremental default interest of 4%. The Company is in negotiations with
the lender on the terms of this non-recourse loan.
39
(13) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did
not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the
acquisition, the Company assumed the partner’s share of the loan on the property.
(14) On August 22, 2024, the Company replaced the existing loan with an $85.0 million loan that bears interest at a
fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.
(15) 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%.
(16) On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended
and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing
arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center
under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions). On
June 27, 2024, the Company’s joint venture in Chandler Fashion Center refinanced the existing $256.0 million
loan on the property with a $275.0 million loan that bears interest at a fixed rate of 7.06%, is interest only during
the entire loan term and matures on July 1, 2029.
(17) The loan bore interest at SOFR plus 3.70%, and was covered by an interest rate cap agreement that effectively
prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025. On
February 7, 2025, the Company’s joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine
loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of
the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an
interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The
interest rate on the first mortgage is SOFR plus 2.90% during the extension period.
ITEM 3.
LEGAL PROCEEDINGS
None of the Company, the Operating Partnership, the Management Companies or their respective
affiliates is currently involved in any material legal proceedings.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
40
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of the Company is listed and traded on the New York Stock Exchange under the
symbol “MAC”. As of February 27, 2025, there were approximately 485 stockholders of record.
To maintain its qualification as a REIT, the Company is required each year to distribute to
stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its
2024 and 2023 quarterly dividends in cash. The timing, amount and composition of future dividends will be
determined in the sole discretion of the Company’s Board of Directors and will depend on actual and
projected cash flow, financial condition, funds from operations, earnings, capital requirements, annual
REIT distribution requirements, contractual prohibitions or other restrictions, applicable law and such
other factors as the Board of Directors deems relevant. For example, under the Company’s existing
financing arrangements, the Company may pay cash dividends and make other distributions based on a
formula derived from funds from operations (See “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Funds From Operations (“FFO”)”) and only if no default
under the financing agreements has occurred, unless, under certain circumstances, payment of the
distribution is necessary to enable the Company to continue to qualify as a REIT under the Code.
Stock Performance Graph
The following graph provides a comparison, from December 31, 2019 through December 31, 2024, of
the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of
dividends) of the Company, the Standard & Poors (“S&P”) Midcap 400 Index, and the FTSE Nareit
Equity Retail Index. The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs
that include the Company.
The graph assumes that the value of the investment in each of the Company’s common stock and the
indices was $100 at the close of the market on December 31, 2019.
Upon written request directed to the Secretary of the Company, the Company will provide any
stockholder with a list of the REITs included in the FTSE Nareit Equity Retail Index. The historical
information set forth below is not necessarily indicative of future performance.
41
Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by
Research Data Group.
$0
$20
$40
$60
$80
$100
$120
$140
$160
Index Value
2024
2023
The Macerich Company
S&P Midcap 400 Index
FTSE Nareit Equity Retail Index
Period Ended
$180
2021
2020
2019
2022
Copyright© 2025 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
The Macerich Company . . . . . . . . . . . . . . . . . . . . . .
100.00
45.71
77.01
52.04
75.90
102.06
S&P Midcap 400 Index . . . . . . . . . . . . . . . . . . . . . . .
100.00
113.66
141.80
123.28
143.54
163.54
FTSE Nareit Equity Retail Index . . . . . . . . . . . . . .
100.00
74.82
113.65
98.55
108.96
124.22
Recent Sales of Unregistered Securities
None.
42
Issuer Purchases of Equity Securities
Period
Total Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1)
October 1, 2024 to October 31, 2024 . . . . . . . .
—
$
—
—
$278,707,048
November 1, 2024 to November 30, 2024 . . . .
—
—
—
$278,707,048
December 1, 2024 to December 31, 2024 . . . .
—
—
—
$278,707,048
—
$
—
—
(1) On February 12, 2017, the Company’s Board of Directors authorized the repurchase of up to
$500.0 million of the Company’s outstanding common shares from time to time as market conditions
warrant.
ITEM 6.
RESERVED
Not applicable.
43
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management’s Overview and Summary
The Company is involved in the acquisition, ownership, development, redevelopment, management
and leasing of regional and community/power shopping centers located throughout the United States. The
Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating
Partnership. As of December 31, 2024, the Operating Partnership owned or had an ownership interest in
40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping
centers), two community/power shopping centers and one redevelopment property. These 43 Regional
Retail Centers, community/power shopping centers and one redevelopment property consist of
approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the
“Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated
joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2. Properties,”
unless the context otherwise requires. The Company is a self-administered and self-managed REIT and
conducts all of its operations through the Operating Partnership and the Management Companies.
The following discussion is based primarily on the consolidated financial statements of the Company
for the years ended December 31, 2024, 2023 and 2022. It compares the results of operations and cash
flows for the year ended December 31, 2024 to the results of operations and cash flows for the year ended
December 31, 2023. Also included is a comparison of the results of operations and cash flows for the year
ended December 31, 2023 to the results of operations and cash flows for the year ended December 31,
2022. This information should be read in conjunction with the accompanying consolidated financial
statements and notes thereto.
The financial statements reflect the following acquisitions, dispositions and changes in ownership
subsequent to the occurrence of each transaction.
Acquisitions:
On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears
parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company’s joint venture with
Seritage Growth Properties (“Seritage”) for a total purchase price of $24.5 million. Effective as of
August 2, 2022, the Company now owns and has consolidated its 100% interest in these two former Sears
parcels in its consolidated financial statements (See Note 15—Acquisitions in the Notes to the
Consolidated Financial Statements).
On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS
Portfolio LLC joint venture that owned 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 (See Note 15—Acquisitions in the Notes to the 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
44
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 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).
On May 14, 2024, the Company acquired its joint venture partner’s 40% interest in each of
Arrowhead Towne Center and South Plains Mall for a purchase price of $36.4 million and the assumption
of its joint venture partner’s share of debt for each property. The Company now owns and has consolidated
its 100% interests in Arrowhead Towne Center and South Plains Mall (See Note 15—Acquisitions in the
Notes to the Consolidated Financial Statements).
On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for
$5.4 million (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
On October 24, 2024, the Company acquired its joint venture partner’s 40% interest in the Pacific
Premier Retail Trust portfolio, which included Los Cerritos Center, Washington Square and Lakewood
Center, for a net purchase price of approximately $122.1 million, which included the assumption of the
partner’s share of property level indebtedness. The Company now owns and has consolidated its 100%
interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the
Notes to the Consolidated Financial Statements).
Dispositions:
For the twelve months ended December 31, 2022, the Company and certain joint venture partners
sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of
land of $23.9 million. The Company used its share of the proceeds from these sales of $60.3 million to pay
down debt and for other general corporate purposes.
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 $700.0 million. The existing $324.6 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.
On June 13, 2024, the partnership agreement between the Company and its joint venture partner was
amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center
as a financing arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler
Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note
16—Dispositions in the Notes to the Consolidated Financial Statements).
45
On June 28, 2024, the Company’s joint venture sold Country Club Plaza, a 971,000 square foot
regional retail center in Kansas City, Missouri, for $175.6 million. Concurrent with the sale, the remaining
amount owed by the joint venture under the $295.5 million loan ($147.7 million at the Company’s share)
was forgiven by the lender.
On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in
Harlingen, Texas for $7.1 million. The Company used the net proceeds to pay down debt. The Company
recognized a gain on sale of assets of $0.8 million (See Note 16—Dispositions in the Notes to the
Consolidated Financial Statements).
On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot
regional retail center in Phoenix, Arizona, for $110.0 million. The Company used the net proceeds to pay
down debt. As a result of this transaction, the Company recognized a gain of $42.8 million (See “Liquidity
and Capital Resources” and Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the
Consolidated Financial Statements).
On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in
Des Moines, Iowa, for $4.0 million, which resulted in a loss on sale of assets of $0.9 million. The Company
used the net proceeds to pay down debt.
On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in
Thousand Oaks, California, for $157.0 million, which resulted in a loss on sale of assets of $6.9 million. The
Company used the net proceeds to pay off the $147.8 million loan on the property.
For the twelve months ended December 31, 2024, the Company and certain joint venture partners
sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of
land of $2.8 million. The Company used its share of the proceeds from these sales of $6.1 million to pay
down debt and for other general corporate purposes.
The Company is under contract to sell Wilton Mall for $24.8 million, which is expected to close in the
first half of 2025, subject to customary closing conditions. This asset is unencumbered.
Financing Activities:
On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing
$197.0 million loan on the property with a new $175.0 million loan that bore interest at SOFR plus 3.70%
and matured on February 9, 2025. The loan was covered by an interest rate cap agreement that effectively
prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
On April 29, 2022, the Company replaced the existing $110.6 million loan on Pacific View with a new
$72.0 million loan that bears interest at a fixed rate of 5.29% and matures on May 6, 2032.
On May 6, 2022, the Company closed on a two-year extension for The Oaks loan to June 5, 2024, at a
new fixed interest rate of 5.25%. The Company repaid $5.0 million of the outstanding loan balance at
closing.
On July 1, 2022, the Company further extended the loan maturity on Danbury Fair Mall to July 1,
2023. The interest rate remained unchanged at 5.5%, and the Company repaid $10.0 million of the
outstanding loan balance at closing.
On November 14, 2022, the Company’s joint venture in Washington Square extended the maturity
date on the $503.0 million loan on the property to November 1, 2026, including extension options. The
loan bore interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement
that effectively prevented SOFR from exceeding 4.0% through November 1, 2024. The joint venture
repaid $15.0 million ($9.0 million at the Company’s pro rata share) of the loan at closing.
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On December 9, 2022, the Company extended the maturity date on the $300.0 million loan on Santa
Monica Place to December 9, 2025, including extension options. The loan previously bore interest at a
floating interest rate of LIBOR plus 1.48% and converted to 1-month Term SOFR plus 1.52% effective
July 9, 2023.
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 was 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 subsequently sold the property on June 28, 2024 and the remaining amount owed
by the joint venture was forgiven by the lender.
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 $525.0 million credit agreement, and
provides for an aggregate $650.0 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 $152.0 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. (See “Liquidity
and Capital Resources”).
Effective October 6, 2023, the Company’s $86.5 million loan on Fashion Outlets of Niagara Falls was
in default. On March 19, 2024, the Company closed a three-year extension of the $84.7 million loan on
Fashion Outlets of Niagara Falls. The scheduled outstanding $1.8 million principal payments were applied
at closing. The extended loan bears the same fixed interest rate of 5.90%, and matures on October 6, 2026.
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
47
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 was scheduled to mature on April 21, 2024 and was paid in full
prior to maturity.
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.
On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place. The
Company is in negotiations with the lender on the terms of this non-recourse loan.
On May 24, 2024, the Company closed a two-year extension of the $149.9 million loan on The Oaks,
which was scheduled to mature on June 5, 2026. The interest rate during the first year of the extended
term was 7.5% and would have increased to 8.5% during the second year of the extended term. On
December 10, 2024, the Company repaid in full the $147.8 million loan with the net proceeds from the sale
of the property (See “Dispositions”).
On June 27, 2024, the Company’s joint venture in Chandler Fashion Center replaced the existing
$256.0 million loan on the property with a new $275.0 million loan that bears interest at 7.06%, is interest
only during the entire loan term and matures on July 1, 2029. The Company received a distribution of
$17.7 million in connection with the refinancing.
On August 22, 2024, the Company closed an $85.0 million, ten-year refinance of the loan on The Mall
of Victor Valley. The new loan bears interest at a fixed rate of 6.72%, is interest only during the entire loan
term and matures on September 6, 2034.
On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens
Center, which matures on November 6, 2029. The new loan replaced the existing $600.0 million loan, bears
interest at a fixed rate of 5.37% and is interest only during the entire loan term.
On December 2, 2024, the Company repaid in full the $478.0 million loan on Washington Square with
the net proceeds received from the Company’s public stock offering, which closed on November 27, 2024,
together with cash on hand (See “Other Transactions and Events”). The mortgage loan on the property
was scheduled to mature on November 1, 2026. The Company recognized a gain on extinguishment of debt
of $14.4 million upon the repayment of the loan.
On February 7, 2025, the Company’s joint venture in Flatiron Crossing repaid in full the $14.5 million
mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining
$140.5 million of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and
the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate
of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension
period.
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. During the first
quarter of 2024, the Company evaluated its investment and concluded that due to certain conditions, the
Company should not continue to invest capital in this development project. As a result, the Company
wrote-off its share of the investment in the three months ended March 31, 2024. At the time of the
write-off, the Company had funded $39.5 million of the total $78.9 million incurred by the joint venture
(See Note 4 – Investments in Unconsolidated Joint Ventures in the Notes to the Consolidated Financial
Statements).
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The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 square foot regional retail
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 $84.0 million and $90.0 million,
with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has
incurred $25.9 million of the total $51.8 million incurred by the joint venture as of December 31, 2024. The
opening will be in phases which began in 2024, with anticipated completion in 2025.
The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,058,000 square foot
regional retail center in Valley Stream, New York. The project will include new exterior shops and facade
totaling approximately 385,000 square feet of leasing, including new grocery use, redevelopment of a
vacant anchor building and demolition of another vacant anchor building. The total cost of the project is
estimated to be between $120.0 million and $140.0 million. The Company has incurred approximately
$19.7 million as of December 31, 2024. The anticipated opening is in 2026.
The Company’s joint venture in FlatIron Crossing, a 1,390,000 square foot regional retail center in
Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food
and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former
Nordstrom store located on the property. The Company’s ownership percentage is expected to be 43.4% in
the residential portion of the development and 51.0% in the remainder of the property. The total cost of
the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to
$130.0 million estimated to be the Company’s pro rata share. The Company has incurred $9.1 million of
the total $17.9 million incurred by the joint venture as of December 31, 2024. The anticipated opening will
be in phases beginning in 2027.
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, 2024. On February 14, 2025, the Company announced a first quarter cash
dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of
record on March 4, 2025. 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 “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 $500.0 million. During the twelve months ended
December 31, 2024, the Company sold 9.4 million shares of common stock for approximately
$148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of
$15.81. The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active.
In connection with the commencement of a separate “at the market” offering program on
November 12, 2024, which is referred to as the “2024 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 $500.0 million. During the twelve months
ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately
$69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. As of
December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock
available under the 2024 ATM Program.
On November 27, 2024, the Company completed a public offering of 23.0 million shares of its
common stock at a price per share of $19.75, which includes the underwriters’ full exercise of their option
to purchase an additional 3.0 million shares, for gross proceeds of approximately $454.3 million. The net
proceeds of the offering were approximately $439.5 million after deducting the underwriting discount and
offering costs of approximately $14.8 million. The Company used the proceeds from the offering, together
with cash on hand, to repay the mortgage loan secured by its Washington Square property.
49
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.
Inflation:
Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These
rent increases are either in fixed increments or based on using an annual multiple of increases in the
Consumer Price Index. In addition, the routine expiration of leases for spaces 10,000 square feet and under
each year (See “Item 1. Business of the Company—Lease Expirations”), enables the Company to replace
existing leases with new leases at higher base rents if the rents of the existing leases are below the then
existing market rate. The Company has generally entered into leases that require tenants to pay a stated
amount for operating expenses, generally excluding property taxes, regardless of the expenses actually
incurred at any Center, which places the burden of cost control on the Company. Additionally, most leases
require the tenants to pay their pro rata share of property taxes and utilities. Inflation had a negative
impact on the Company’s costs in 2024 and is expected to continue to have a negative impact on the
Company’s costs in 2025.
Critical Accounting Policies and Estimates
The preparation of financial statements prepared in accordance with generally accepted accounting
principles in the United States of America (“GAAP”) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Some of these estimates and assumptions include judgments on revenue recognition, estimates for
common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment
of long-lived assets, the allocation of purchase price between tangible and intangible assets, capitalization
of costs and fair value measurements. The Company’s significant accounting policies and estimates are
described in more detail in Note 2—Summary of Significant Accounting Policies in the Company’s Notes
to the Consolidated Financial Statements. However, the following policies are deemed to be critical:
Acquisitions:
Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a
business combination or asset acquisition. For both business combinations and asset acquisitions, the
Company allocates the purchase price of properties to acquired tangible assets and intangible assets and
liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase
price using a relative fair value method allocating all accumulated costs. For business combinations, the
Company expenses transaction costs incurred and allocates purchase price based on the estimated fair
value of each separately identified asset and liability. The Company allocates the estimated fair value of
acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on
their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their
estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if
vacant” methodology. Tenant improvements represent the tangible assets associated with the existing
leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. The
tenant improvements are classified as an asset under property and are depreciated over the remaining
lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases
which come in three forms: (i) leasing commissions and legal costs, which represent the value associated
with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally
experienced in the Company’s markets; (ii) value of in-place leases, which represents the estimated loss of
50
revenue and of costs incurred for the period required to lease the “assumed vacant” property to the
occupancy level when purchased; and (iii) above or below-market value of in-place leases, which
represents the difference between the contractual rents and market rents at the time of the acquisition,
discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges
and other assets and are amortized over the remaining lease terms. The value of in-place leases are
recorded in deferred charges and other assets and amortized over the remaining lease terms plus any
below-market fixed rate renewal options. Above or below-market leases are classified in deferred charges
and other assets or in other accrued liabilities, depending on whether the contractual terms are above or
below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the
leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate
renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease
renewal option, the Company evaluates economic factors and certain qualitative factors at the time of
acquisition such as tenant mix in the Center, the Company’s relationship with the tenant and the
availability of competing tenant space.
Remeasurement gains are recognized when the Company becomes the primary beneficiary of an
existing equity method investment that is a variable interest entity to the extent that the fair value of the
existing equity investment exceeds the carrying value of the investment, and remeasurement losses are
recognized to the extent the carrying value of the investment exceeds the fair value. The fair value is
determined based on a discounted cash flow model, with the significant unobservable inputs including
discount rate, terminal capitalization rate and market rents.
Asset Impairment:
The Company assesses whether an indicator of impairment in the value of its properties exists by
considering expected future operating income, trends and prospects, as well as the effects of demand,
competition and other economic factors. Such factors include projected rental revenue, operating costs
and capital expenditures as well as capitalization rates and estimated holding periods. The Company
generally holds and operates its properties long-term, which decreases the likelihood of their carrying
values not being recoverable. Changes in events or changes in circumstances may alter the expected hold
period of an asset or asset group, which may result in an impairment loss and such loss could be material to
the Company’s financial condition or operating performance. If the carrying value of the property exceeds
the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying
value over its estimated fair value. Properties classified as held for sale are measured at the lower of the
carrying amount or fair value less cost to sell.
The estimated fair value of a property is typically determined through a discounted cash flow analysis
or based upon a contracted sales price. The discounted cash flow method includes significant unobservable
inputs including the discount rate, terminal capitalization rate and market rents. Cash flow projections and
rates are subject to management’s judgment and changes in those assumptions could impact the estimation
of fair value.
The Company’s investments in unconsolidated joint ventures apply the same accounting model for
property level impairment as described above. Further, the Company reviews its investments in
unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a
decrease in the value of its investments has occurred which is other-than-temporary. The investment in
each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability
and valuation declines that are other-than-temporary. The Company records any such impairment up to
the extent of its investment.
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Fair Value of Financial Instruments:
The fair value hierarchy distinguishes between market participant assumptions based on market data
obtained from sources independent of the reporting entity and the reporting entity’s own assumptions
about market participant assumptions.
Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the
Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted
prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset
or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that
are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or
liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market
activity. In instances where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair
value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety. The Company’s assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company calculates the fair value of financial instruments and includes this additional
information in the Notes to the Consolidated Financial Statements when the fair value is different than the
carrying value of those financial instruments. When the fair value reasonably approximates the carrying
value, no additional disclosure is made.
The Company recorded its financing arrangement (See Note 12—Financing Arrangement in the
Company’s Notes to the Consolidated Financial Statements) obligation at fair value on a recurring basis
with changes in fair value being recorded as interest income or expense in the Company’s consolidated
statements of operations. The fair value was determined based on a discounted cash flow model, with the
significant unobservable inputs including discount rate, terminal capitalization rate, and market rents. The
fair value of the financing arrangement obligation was sensitive to these significant unobservable inputs
and a change in these inputs may result in a significantly higher or lower fair value measurement.
Results of Operations
Many of the variations in the results of operations, discussed below, occurred because of the
transactions affecting the Company’s properties described above, including those related to the
Redevelopment Properties, the JV Transition Centers and the Disposition Properties (each as defined
below).
For purposes of the discussion below, the Company defines “Same Centers” as those Centers that are
substantially complete and in operation for the entirety of both periods of the comparison. Non-Same
Centers for comparison purposes include those Centers or properties that are going through a substantial
redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”),
those properties that have recently transitioned to or from equity method joint ventures to or from
consolidated assets (“JV Transition Centers”) and properties that have been disposed of (“Disposition
Properties”). The Company moves a Center in and out of Same Centers based on whether the Center is
substantially complete and in operation for the entirety of both periods of the comparison. Accordingly,
the Same Centers consist of all Consolidated Centers, excluding the Redevelopment Properties, the JV
Transition Centers, Santa Monica Place and the Disposition Properties for the periods of comparison.
Santa Monica Place is excluded from Same Centers due to the Company’s default on the non-recourse
loan on April 9, 2024.
For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the
Redevelopment Properties are Green Acres Mall and Fashion District Philadelphia. For the comparison
52
of the year ended December 31, 2023 to the year ended December 31, 2022, there are no Redevelopment
Properties.
For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the
JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Lakewood Center, Los
Cerritos Center, Washington Square, South Plains Mall and the five former Sears parcels located at
Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and
Washington Square (See “Acquisitions” in Management’s Overview and Summary), and for the
comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition
Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears
parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and
Washington Square.
For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the
Disposition Properties are The Oaks, The Marketplace at Flagstaff, Southridge Mall, Superstition Springs
Power Center, Towne Mall and a former department store parcel at Valle Vista Mall (See “Dispositions”
in Management’s Overview and Summary), and for the comparison of the year ended December 31, 2023
to the year ended December 31, 2022, the Disposition Properties are The Marketplace at Flagstaff,
Superstition Springs Power Center and Towne Mall.
Unconsolidated joint ventures are reflected using the equity method of accounting. The Company’s
pro rata share of the results from these Centers is reflected in the Consolidated Statements of Operations
as equity in loss of unconsolidated joint ventures.
The Company considers tenant annual sales, occupancy rates (excluding large retail stores or
“Anchors”) and releasing spreads (i.e. a comparison of initial average base rent per square foot on leases
executed during the trailing twelve months to average base rent per square foot at expiration for the leases
expiring during the trailing twelve months based on the spaces 10,000 square feet and under) to be key
performance indicators of the Company’s internal growth.
During the trailing twelve months ended December 31, 2024, comparable tenant sales for spaces less
than 10,000 square feet across the portfolio decreased by 0.4% relative to the twelve months ended
December 31, 2023. The leased occupancy rate of 94.1% at December 31, 2024 represented a 0.6%
increase from 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the 93.7%
occupancy rate at September 30, 2024. Releasing spreads increased as the Company executed leases at an
average rent of $67.74 for new and renewal leases executed compared to $62.27 on leases expiring,
resulting in a releasing spread increase of $5.47 per square foot, or 8.8%, for the trailing twelve months
ended December 31, 2024. This was the Company’s thirteenth consecutive quarter of positive base rent
leasing spreads.
The Company continues to renew or replace leases that are scheduled to expire in 2025, however, due
to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring
in 2025 or beyond. These leases that are scheduled to expire represent approximately 1.4 million square
feet of the Centers, accounting for 23.25% of the GLA of mall stores and freestanding stores, for spaces
10,000 square feet and under, as of December 31, 2024. These calculations exclude Centers under
development or redevelopment and property dispositions (See “Acquisitions,” “Dispositions” and
“Redevelopment and Development Activities” in Management’s Overview and Summary), and include
square footage of Centers owned by joint ventures at the Company’s share.
As of December 31, 2024, the Company has executed renewal leases or commitments on 47% of its
square footage expiring in 2025, which leases are expected to commence throughout 2025 and 2026 and
another 32% of such expiring space is in the letter of intent stage. Excluding those leases, the remaining
leases expiring in 2025, which represent approximately 600,000 square feet of the Centers, are in the
prospecting stage.
53
The Company has entered into 91 leases for new stores totaling approximately 0.9 million square feet
that have opened or are planned for opening in 2025, and another 13 leases for new stores totaling
approximately 300,000 square feet opening after 2025. In total, through 2028, new store leases are
expected to produce total rent of approximately $66 million (at the Company’s pro-rata share) in excess of
the rent generated from prior uses in those same spaces. While there may be additional new space
openings in 2025, any such leases are not yet executed.
During the trailing twelve months ended December 31, 2024, the Company signed 229 new leases and
651 renewal leases comprising approximately 3.7 million square feet of GLA, of which 2.2 million square
feet is related to the consolidated Centers. The average tenant allowance was $17.02 per square foot.
Outlook
During the second quarter of 2024, the Company unveiled the Path Forward Plan, which is a multi-
pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements
to both bolster company culture and improve key business processes to gain operating efficiencies.
Essential goals of the Path Forward Plan include:
• Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted
EBITDA leverage ratio over the next three to four years;
• Invest in and fortify the Company’s key assets in the portfolio;
• Proactively consolidate selected joint venture assets over time that are core to the Company’s
overall strategy;
• Deliver a post-deleveraging Funds From Operations (“FFO”) launch point goal over the next three
to four years;
• Achieve outstanding operational results through rigorous internal process improvements; and
• Position the Company to take an offensive stance on acquisitions, reinvestment and selected
development.
The Company may achieve these goals through a variety of methods and the timing, extent and impact
of any transactions that the Company has or will undertake while implementing the Path Forward Plan
may vary and evolve. In order to deleverage its capital structure, the Company may pursue asset
dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open
for business, be selective about undertaking new development and redevelopment projects, and/or issue
common stock. Asset sales will focus on whether a property is core to the Company’s strategy and may
include defaulting on certain mortgage debts on the Company’s properties and giving possession of such
secured properties to the lender.
Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition,
leasing and management, redevelopment and development of regional retail centers. Although the
majority of the key performance indicators at the Centers continued to improve during 2024, operating
results have been and are expected to continue to be negatively impacted by certain external factors,
including sustained inflation and elevated interest rates, as well as the impact from the 2024 bankruptcy of
Express and any future tenant bankruptcies.
Traffic levels at the Company’s Centers for 2024 increased 1.6% over 2023 levels. Comparable tenant
sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended
December 31, 2024 decreased by 0.4% compared to the same period in 2023. Portfolio tenant sales per
square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2024
were $837 compared to $836 for the twelve months ended December 31, 2023.
54
During 2024, the Company signed 880 new and renewal leases for approximately 3.7 million square
feet, compared to 763 leases and 3.8 million square feet signed during 2023. This leasing volume
represented a 15.3% increase in the number of leases and a 3.9% decrease in the amount of square
footage leased compared to the same period in 2023 on a comparable basis.
The Company believes that diversity of use within its tenant base has been, and will continue to be, a
prominent internal growth catalyst at its Centers going forward, as new uses enhance the productivity and
diversity of the tenant mix and have the potential to significantly increase customer traffic at the applicable
Centers. During the year ended December 31, 2024, the Company signed leases for new stores with
new-to-Macerich portfolio uses for over 225,000 square feet, with another 200,000 square feet of such
new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on
Form 10-K.
As of December 31, 2024, the leased occupancy rate increased to 94.1%, a 0.6% increase compared to
the leased occupancy rate of 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the
leased occupancy rate of 93.7% at September 30, 2024.
Many of the Company’s leases contain co-tenancy clauses. Certain Anchor or small tenant closures
have become permanent, whether caused by the pandemic or otherwise, and co-tenancy clauses within
certain leases may be triggered as a result. The Company does not anticipate that the negative impact of
such clauses on lease revenue will be significant.
The pace of bankruptcy filings involving the Company’s tenants has remained steady in recent years
but is substantially lower than 2021 levels. For the year ended December 31, 2024, there were 13
bankruptcy filings involving the Company’s tenants, including the bankruptcy of Express announced on
April 22, 2024, totaling 54 leases and representing approximately 369,000 square feet of leased space and
$21.7 million of annual leasing revenue at the Company’s share. Based on current information and market
data, the Company expects that the pace of bankruptcy filings in 2025 will continue to be lower than the
average bankruptcy rate over the last decade.
During 2025, the Company expects to generate positive cash flow after recurring operating capital
expenditures, leasing capital expenditures and payment of dividends. This assumption does not include any
potential capital generated from dispositions, refinancings or issuances of common stock. To the extent
available, any excess cash flow may be used to fund the Company’s development and redevelopment
pipeline and/or to de-lever the Company’s balance sheet.
The Company continues to actively address its near-term, non-recourse loan maturities, with eight
completed transactions since the beginning of 2024. Since January 1, 2024, the Company has refinanced or
extended eight loans totaling approximately $1.4 billion, or approximately $1.2 billion at the Company’s
pro rata share. For additional information on the Company’s financing transactions in 2024 through the
date of this Annual Report on Form 10-K, see “Financing Activities” and “Liquidity and Capital
Resources”.
On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place and the
Company is in negotiations with the lender on the terms of this non-recourse loan.
Elevated interest rates have increased, and may continue to increase, the cost of the Company’s
borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher
interest rates on new fixed-rate debt. While interest rates have begun to decrease, they remain elevated
and the Company expects to incur increased interest expense from the refinancing or extension of loans
that may currently carry below-market interest rates. In certain cases, the Company has limited, and may
continue to limit, its exposure to interest rate fluctuations related to a portion of its floating-rate debt by
using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow
the Company to replace floating-rate debt with fixed-rate debt in order to achieve its desired ratio of
55
floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company
enters into may not be effective in reducing its exposure to interest rate changes.
Comparison of Years Ended December 31, 2024 and 2023
Revenues:
Leasing revenue increased by $41.4 million, or 5.1%, from 2023 to 2024. The increase in leasing
revenue is attributed to increases of $61.3 million from the JV Transition Centers offset in part by
decreases of $7.1 million from the Disposition Properties and $12.3 million from the Redevelopment
Properties. Leasing revenue includes the amortization of above and below-market leases, the amortization
of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The
amortization of above and below-market leases increased from $3.1 million in 2023 to $5.3 million in 2024.
The amortization of straight-line rents increased from $(4.6) million in 2023 to $(0.8) million in 2024.
Lease termination income decreased from $10.5 million in 2023 to $2.9 million in 2024. Percentage rent
decreased from $38.2 million in 2023 to $34.3 million in 2024 primarily from conversions from variable rent
to fixed rent structures on lease renewals of expiring space. (Provisions for) recovery of bad debts
increased from $2.7 million in 2023 to $(6.2) million in 2024.
Other income decreased from $44.9 million in 2023 to $37.9 million in 2024. This decrease is primarily
due to a decrease in parking income related to the Same Centers and other non-recurring income in 2023
compared to 2024.
Shopping Center and Operating Expenses:
Shopping center and operating expenses increased $18.5 million, or 6.4%, from 2023 to 2024. The
increase in shopping center and operating expenses is attributed to increases of $12.1 million from the JV
Transition Centers and $8.3 million from the Same Centers, which is primarily due to increased insurance,
maintenance, utilities and snow removal costs, offset in part by decreases of $2.0 million from the
Disposition Properties and $1.6 million from the Redevelopment Properties. Additionally, $1.7 million of
the increase is attributable to Santa Monica Place.
Leasing Expenses:
Leasing expenses increased from $36.4 million in 2023 to $41.3 million in 2024 due to an increase in
compensation expense.
Management Companies’ Operating Expenses:
Management Companies’ operating expenses increased $12.0 million from 2023 to 2024 due to an
increase in compensation expense, including employee severance costs of $5.5 million.
REIT General and Administrative Expenses:
REIT general and administrative expenses decreased by $1.1 million due primarily to a decrease in
compensation expense.
Depreciation and Amortization:
Depreciation and amortization increased $12.4 million from 2023 to 2024. The increase in
depreciation and amortization is attributed to increases of $21.8 million from the JV Transition Centers
and $1.0 million from the Redevelopment Centers offset in part by decreases of $7.6 million from the
Same Centers and $6.1 million from the Disposition Properties. Additionally, $3.3 million of the increase is
attributable to Santa Monica Place.
56
Interest Expense:
Interest expense increased $47.1 million from 2023 to 2024. The increase in interest expense is
attributed to increases of $31.3 million from the JV Transition Centers, $12.9 million from the financing
arrangement (See Note 12—Financing Arrangement in the Company’s Notes to the Consolidated
Financial Statements), $2.5 million from the Same Centers and $0.4 million from higher interest rates and
outstanding balances on the Company’s revolving line of credit, offset in part by a decrease of $7.8 million
from the Redevelopment Centers. Additionally, $7.8 million of the increase is attributable to Santa
Monica Place, which includes default interest expense of $8.9 million. The decrease in interest income
from the financing arrangement is primarily due to the change in fair value of the underlying properties
and the mortgage notes payable on the underlying properties and Chandler Freehold no longer being
accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company’s Notes
to the Consolidated Financial Statements).
The above interest expense items are net of capitalized interest, which increased from $20.5 million in
2023 to $22.6 million in 2024.
Equity in Loss of Unconsolidated Joint Ventures:
Equity in loss of unconsolidated joint ventures increased $40.4 million from 2023 to 2024. The
increase in equity in loss of unconsolidated joint ventures is primarily due to the write-down of the
Company’s investment in Los Angeles Premium Outlets of $57.7 million in 2024 and impairment losses of
$121.1 million recognized in 2024 as a result of the shortening of holding periods on certain joint venture
assets as compared to impairment losses in 2023 of $51.4 million at MS Portfolio LLC and $107.7 million
at Country Club Plaza, as a result of the reduction in the estimated holding periods (See Note 4—
Investments in Unconsolidated Joint Ventures in the Company’s Notes to the Consolidated Financial
Statements).
Gain (Loss) on Sale or Write Down of Assets, net:
Gain (loss) on sale or write down of assets, net increased $173.5 million from 2023 to 2024. The increase is
primarily due to the gains recognized in 2024 of $334.3 million relating to the Company no longer accounting
for its investment in Chandler Fashion Center as a financing arrangement (See Note 12 – Financing
Arrangement and Note 16 – Dispositions in the Company’s Notes to the Consolidated Financial Statements)
and $42.8 million from the sale of the Company’s ownership interest in Biltmore Fashion Park offset in part by
impairment losses in 2024 of $334.3 million recognized as a result of the reduction in the estimated holding
periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and
Wilton Mall, as compared to an impairment loss of $144.7 million recognized in 2023 as a result of the reduction
in the estimated holding period of Fashion Outlets of Niagara Falls.
Net Loss:
Net loss decreased $80.4 million from 2023 to 2024. The decrease in net loss is primarily due to the
gain on sale of assets discussed above offset in part by impairment losses recognized as a result of the
reduction in the estimated holding periods of certain consolidated properties and properties held by
unconsolidated joint ventures, including Fashion District Philadelphia, Santa Monica Place, Los Angeles
Premium Outlets, The Oaks and Wilton Mall in 2024 and by the 2023 write-down of assets as a result of
the reduction in the estimated holding period at MS Portfolio LLC and Country Club Plaza, along with the
other variances noted above.
Funds From Operations (“FFO”):
Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and
unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain or loss on
57
extinguishment of debt, net, accrued default interest expense and loss on non-real estate investments
decreased 11.6% from $413.2 million in 2023 to $365.3 million in 2024. For a reconciliation of net (loss)
income attributable to the Company, the most directly comparable GAAP financial measure, to FFO
attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common
stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain)
loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate
investments–diluted, see “Funds From Operations (“FFO”)” below.
Cash Flows from Operating Activities:
Cash provided by operating activities decreased $12.1 million from 2023 to 2024. The decrease is
primarily due to the changes in assets and liabilities and the results, as discussed above.
Cash Flows from Investing Activities:
Cash provided by investing activities decreased $32.8 million from 2023 to 2024. The decrease in cash
provided by investing activities is primarily attributed to a decrease in distributions from unconsolidated
joint ventures of $206.9 million, increases in the acquisitions of property of $124.1 million and
development, redevelopment and renovation of $31.4 million offset in part by increases in proceeds from
the sale of assets of $246.6 million and $49.0 million in cash acquired from acquisitions of unconsolidated
joint ventures, and decreases in contributions to unconsolidated joint ventures of $32.2 million and
property improvements of $16.2 million. The decrease in distributions from unconsolidated joint ventures
is primarily due to the distribution of net loan proceeds from the Scottsdale Fashion Square refinance in
2023 (See “Financing Activities” in Management’s Overview and Summary).
Cash Flows from Financing Activities:
Cash used in financing activities decreased $22.8 million from 2023 to 2024. The decrease in cash used
in financing activities is primarily due to increases in proceeds from stock offerings of $657.0 million and
proceeds from mortgages, bank and other notes payable of $506.0 million and a decrease in deferred
financing costs of $20.1 million offset in part by an increase in payments on mortgages, bank and other
notes payable of $1.2 billion.
Comparison of Years Ended December 31, 2023 and 2022
Discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 was
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 on page
48 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, which was filed with the SEC on February 26, 2024.
Liquidity and Capital Resources
The Company anticipates meeting its liquidity needs for its operating expenses, debt service and
dividend requirements for the next twelve months and beyond through cash generated from operations,
distributions from unconsolidated joint ventures, working capital reserves and/or borrowings under its
revolving loan facility.
Additionally, the Company is focused on implementing the Path Forward Plan, including its goal to
reduce its Net Debt to Adjusted EBITDA leverage ratio to a lower level over the next three to four years.
The Company may achieve this goal, and other goals set in connection with the Path Forward Plan,
through a variety of methods and the timing, extent and impact of any transactions that the Company has
or will undertake while implementing the Path Forward Plan may vary and evolve. In order to deleverage
58
its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic
growth in EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new
development and redevelopment projects, and/or issue common stock. Asset sales will focus on whether a
property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the
Company’s properties and giving possession of such secured properties to the lender.
Uses of Capital
The following tables summarize capital expenditures and lease acquisition costs incurred at the
Centers (at the Company’s pro rata share) for the years ended December 31:
(Dollars in thousands)
2024
2023
2022
Consolidated Centers:
Acquisitions of property, building improvement and equipment(1) . . . . .
$214,059
$ 83,025
$ 49,459
Development, redevelopment, expansion and renovation of Centers . . .
104,513
94,601
55,493
Tenant allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,615
27,083
25,045
Deferred leasing charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,442
5,595
2,443
$343,629
$210,304
$132,440
Joint Venture Centers (at the Company’s pro rata share):
Acquisitions of property, building improvement and equipment . . . . . . .
$ 14,440
$ 17,628
$ 13,222
Development, redevelopment, expansion and renovation of Centers . . .
39,759
58,091
74,592
Tenant allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,972
18,533
16,757
Deferred leasing charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,628
4,644
4,057
$ 80,799
$ 98,896
$108,628
(1) For the twelve months ended December 31, 2024, this includes cash paid of $129.0 million, excluding
the assumption of the partner’s share of certain cash balances, on October 24, 2024, for the
Company’s acquisition of its joint venture partner’s 40% interest in Lakewood Center, Los Cerritos
Center and Washington Square. The total purchase price also included the assumption of the
partner’s share of debt. The Company now owns 100% of these regional retail centers. In addition, for
the twelve months ended December 31, 2024, this includes cash paid of $36.4 million on May 14, 2024,
for the Company’s acquisition of its joint venture partner’s 40% interest in Arrowhead Towne Center
and South Plains Mall. The total purchase price also included the assumption of the partner’s share of
debt. The Company now owns 100% of these regional retail centers.
For the twelve months ended December 31, 2023, this includes the Company’s acquisition of its joint
venture partner’s (Seritage) 50% interest in five former Sears parcels on May 18, 2023, for
$46.7 million. The Company now owns 100% of these five parcels located at Chandler Fashion
Center, Danbury Faire Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
The Company expects amounts to be incurred during the next twelve months for tenant allowances
and deferred leasing charges to be approximately $50.0 million to $75.0 million. The Company expects to
incur approximately $250.0 million to $300.0 million during 2025 for development, redevelopment,
expansion and renovations, which includes Scottsdale Fashion Square, Green Acres Mall and FlatIron
Crossing (See “Redevelopment and Development Activities” in Management’s Overview and Summary).
Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue
to be, obtained from a combination of cash on hand, cash generated from operations, asset sales, debt or
equity financings, which may include borrowings under the Company’s revolving loan facility and sales of
common stock, from property financings and construction loans, each to the extent available. The
59
Company will be very selective in undertaking any future development or redevelopment projects and may
choose to pause existing projects if the Company believes they are no longer economically viable.
Sources of Capital
The Company has also generated liquidity in the past, and may continue to do so in the future,
through equity offerings and issuances, property refinancings, joint venture transactions and the sale of
non-core assets. Asset sales will focus on whether a property is core to the Company’s strategy and may
include defaulting on certain mortgage debts on the Company’s properties and giving possession of such
secured properties to the lender. For example, since implementing the Path Forward Plan in the second
quarter of 2024, the Company’s joint venture sold Country Club Plaza in Kansas City, Missouri on June 28,
2024 and the Company sold its 50% interest in Biltmore Fashion Park in Phoenix, Arizona on July 31,
2024. Additionally, on November 25, 2024, the Company sold Southridge Mall in Des Moines, Iowa and on
December 10, 2024, the Company sold The Oaks in Thousand Oaks, California. The Company used its
share of proceeds from these transactions to pay down its revolving loan facility and other debt obligations.
In addition, the Company is under contract to sell Wilton Mall, which is expected to close in the first half
of 2025, subject to customary closing conditions. During the year ended December 31, 2024, the Company
and certain joint venture partners sold various land parcels in separate transactions for aggregate proceeds
of $6.1 million (at the Company’s share), which the Company used to pay down debt and for other general
corporate purposes.
Furthermore, the Company has filed a shelf registration statement, which registered an unspecified
amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights, stock
purchase contracts and units that may be sold from time to time by the Company.
On November 27, 2024, the Company completed a public offering of 23.0 million shares of its
common stock at a price per share of $19.75, which includes the underwriters’ full exercise of their option
to purchase an additional 3.0 million shares, for gross proceeds of approximately $454.3 million. The net
proceeds of the offering were approximately $439.5 million after deducting the underwriting discount and
offering costs of approximately $14.8 million. The Company used the proceeds from the offering, together
with cash on hand, to repay the mortgage loan secured by its Washington Square property.
On each of March 26, 2021 and November 12, 2024, the Company registered separate “at the market”
offering programs, pursuant to which the Company may issue and sell shares of its common stock having
an aggregate offering price of up to $500.0 million under each of the 2021 ATM Program and the 2024
ATM Program, in each case, in amounts and at times to be determined by the Company. The 2021 ATM
Program was fully utilized as of September 30, 2024 and is no longer active. During the twelve months
ended December 31, 2023, no shares were issued under the ATM Programs. During the twelve months
ended December 31, 2024, 13.1 million shares of common stock were issued under the ATM Programs. As
of December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock
available under the 2024 ATM Program. The following table sets forth certain information with respect to
issuances made under each of the ATM Programs as of December 31, 2024.
(Dollars and shares in thousands)
2021 ATM Program
2024 ATM Program
For the Three Months Ended:
Number of
Shares Issued
Net Proceeds
Sales
Commissions
Number of
Shares Issued
Net Proceeds
Sales
Commissions
March 31, 2024 . . . . . . .
—
$
—
$
—
—
$
—
$
—
June 30, 2024 . . . . . . . . .
—
—
—
—
—
—
September 30, 2024 . . . .
9,402
148,558
3,030
—
—
—
December 31, 2024 . . . .
—
—
—
3,709
69,057
1,412
Total . . . . . . . . . . . . . . . .
9,402
$148,558
$3,030
3,709
$69,057
$1,412
60
The capital and credit markets can fluctuate and, at times, limit access to debt and equity financing for
companies. The Company has been able to access capital; however, there is no assurance the Company will
be able to do so in future periods or on similar terms and conditions. Many factors impact the Company’s
ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing
market conditions, including periods of economic slowdown or recession.
For example, the credit markets have experienced and may continue to experience a slowdown
stemming from broader market issues pertaining to various factors, including among others, the health of
regional banks, prevailing market sentiment regarding various commercial real estate sectors and interest
rate increases imposed by the Federal Reserve. While interest rates have begun to decrease, they remain
elevated and the Company expects to incur increased interest expense from the refinancing or extension of
loans that may carry below-market interest rates. In addition, increases in the Company’s proportion of
floating rate debt will cause it to be subject to interest rate fluctuations in the future.
The Company’s total outstanding loan indebtedness, which includes mortgages and other notes
payable, at December 31, 2024 was $6.65 billion (consisting of $4.99 billion of consolidated debt, less
$0.03 billion of noncontrolling interests, plus $1.69 billion of its pro rata share of unconsolidated joint
venture debt). The majority of the Company’s debt consists of fixed-rate conventional mortgage notes
collateralized by individual properties. The Company expects that all of the maturities during the next
twelve months will be refinanced, restructured, extended and/or paid off from the Company’s revolving
loan facility or cash on hand, with the exception of Santa Monica Place (See “—Financing Activities” in
Management’s Overview and Summary).
The Company believes that the pro rata debt provides useful information to investors regarding its
financial condition because it includes the Company’s share of debt from unconsolidated joint ventures
and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in
each case presented on the same basis. The Company has several significant joint ventures and presenting
its pro rata share of debt in this manner can help investors better understand the Company’s financial
condition after taking into account the Company’s economic interest in these joint ventures. The
Company’s pro rata share of debt should not be considered as a substitute for the Company’s total
consolidated debt determined in accordance with GAAP or any other GAAP financial measures and
should only be considered together with and as a supplement to the Company’s financial information
prepared in accordance with GAAP.
The Company accounts for its investments in joint ventures that it does not have a controlling interest
or is not the primary beneficiary using the equity method of accounting and those investments are reflected
on the consolidated balance sheets of the Company as investments in unconsolidated joint ventures.
Additionally, as of December 31, 2024, the Company was contingently liable for $6.1 million in letters
of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of
December 31, 2024, $5.9 million of these letters of credit were secured by restricted cash. The Company
does not believe that these letters of credit will result in a liability to the Company.
The Company continues to actively address its near-term, non-recourse loan maturities, with eight
completed transactions since the beginning of 2024. Since January 1, 2024, the Company has refinanced or
extended eight loans totaling approximately $1.4 billion, or approximately $1.2 billion at the Company’s
pro rata share. For additional information on the Company’s financing transactions in 2024 through the
date of this Annual Report on Form 10-K, see “Financing Activities” in Management’s Overview and
Summary.
On September 11, 2023, the Company and the Operating Partnership entered into an amended and
restated credit agreement, which amended and restated their prior credit agreement, and provides for an
aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension
61
option. The revolving loan facility can be expanded up to $950.0 million, subject to receipt of lender
commitments and other conditions. Concurrently with the entry into the amended and restated credit
agreement, the Company drew $152.0 million of the amount available under the revolving loan facility and
used the proceeds to repay in full amounts outstanding under its prior credit facility. All obligations under
the credit facility are guaranteed unconditionally by the Company and are secured in the form of
mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s
subsidiaries. The new credit facility bears interest, at the Operating Partnership’s option, at either the base
rate (as defined in the credit agreement) or adjusted term SOFR (as defined in the credit agreement) plus,
in both cases, an applicable margin. The applicable margin depends on the Company’s overall leverage
ratio and ranges from 1.00% to 2.50% over the selected index rate. As of December 31, 2024, the
borrowing rate was SOFR plus a spread of 2.35%. As of December 31, 2024, borrowings under the credit
facility were $110.0 million less unamortized deferred finance costs of $11.7 million for the revolving loan
facility at a total effective interest rate of 7.59%. As of December 31, 2024, the Company’s availability
under the revolving loan facility for additional borrowings was $539.8 million.
Cash dividends and distributions for the twelve months ended December 31, 2024 were $161.3 million
(including distributions from consolidated joint ventures of $2.8 million), which were funded by operations.
At December 31, 2024, the Company was in compliance with all applicable loan covenants under its
agreements.
At December 31, 2024, the Company had cash and cash equivalents of $89.9 million.
Material Cash Commitments:
The following is a schedule of material cash commitments as of December 31, 2024 for the
Consolidated Centers over the periods in which they are expected to be paid (in thousands):
Payment Due by Period
Cash Commitments
Total
Less than
1 year
1 - 3 years
3 - 5 years
More than
five years
Long-term debt obligations (includes
expected interest payments)(1) . . . . . . .
$6,001,289
$774,167
$1,794,323
$2,192,033
$1,240,766
Lease obligations(2) . . . . . . . . . . . . . . . . . .
123,046
13,271
24,138
15,690
69,947
$6,124,335
$787,438
$1,818,461
$2,207,723
$1,310,713
(1) Interest payments on floating rate debt were based on rates in effect at December 31, 2024.
(2) See Note 8—Leases in the Company’s Notes to the Consolidated Financial Statements.
Funds From Operations (“FFO”)
The Company uses FFO in addition to net (loss) income to report its operating and financial results
and considers FFO and FFO—diluted as supplemental measures for the real estate industry and a
supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO
as net (loss) income (computed in accordance with GAAP), excluding gains (or losses) from sales of
properties, plus real estate related depreciation and amortization, impairment write-downs of real estate
and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the
value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures.
Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.
62
Funds From Operations (“FFO”) (Continued)
Prior to June 13, 2024, the Company accounted for its joint venture in Chandler Freehold as a
financing arrangement. In connection with this treatment, the Company recognized financing expense on
(i) the changes in fair value of the financing arrangement obligation, (ii) any payments to the joint venture
partner equal to their pro rata share of net income and (iii) any payments to the joint venture partner less
than or in excess of their pro rata share of net income. The Company excludes from its definition of FFO
the noted expenses related to the changes in fair value and for the payments to the joint venture partner
less than or in excess of their pro rata share of net income. On November 16, 2023, the Company acquired
its joint venture partner’s 49.9% ownership interest in Freehold Raceway Mall and as a result, this
property is no longer part of the financing arrangement and is 100% owned by the Company. On June 13,
2024, the partnership agreement between the Company and its partner was amended. As a result, the
Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.
Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the
equity method of accounting (See Note 12 – Financing Arrangement and Note 16 – Dispositions in the
Notes to the Consolidated Financial Statements). References to Chandler Freehold for the period
November 16, 2023 through June 13, 2024 shall be deemed to only refer to Chandler Fashion Center.
The Company also presents FFO excluding financing expense in connection with Chandler Freehold,
gain or loss on extinguishment of debt, accrued default interest expense and gain or loss on non-real estate
investments.
FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results
between periods. This is especially true since FFO excludes real estate depreciation and amortization, as
the Company believes real estate values fluctuate based on market conditions rather than depreciating in
value ratably on a straight-line basis over time. The Company believes that such a presentation also
provides investors with a more meaningful measure of its operating results in comparison to the operating
results of other REITs. In addition, the Company believes that FFO excluding financing expense in
connection with Chandler Freehold, impact associated with extinguishment of debt, accrued default
interest expense and impact of non-cash changes in the market value of non-real estate investments
provides useful supplemental information regarding the Company’s performance as it shows a more
meaningful and consistent comparison of the Company’s operating performance and allows investors to
more easily compare the Company’s results. On March 19, 2024, the Company closed on a three-year
extension of the Fashion Outlets of Niagara Falls non-recourse loan and all default interest expense was
reversed. Effective April 9, 2024, default interest expense has been accrued on the non-recourse loan on
Santa Monica Place. GAAP requires that the Company accrue default interest expense, which is not
expected to be paid and is expected to be reversed once a loan is modified or once title to the mortgaged
loan collateral is transferred. The Company believes that the accrual of default interest on non-recourse
loans, and the related reversal thereof should be excluded. The Company holds certain non-real estate
investments that are subject to mark to market changes every quarter. These investments are not core to
the Company’s business, and the changes to market value and the related gain or loss are entirely non-cash
in nature. As a result, the Company believes that the gain or loss on non-real estate investments should be
excluded. In the first quarter of 2024, the Company updated its presentation to exclude gain or loss on
non-real estate investments for the reasons noted above. The Company recast the presentation for prior
periods to reflect this change.
The Company believes that FFO does not represent cash flow from operations as defined by GAAP,
should not be considered as an alternative to net (loss) income as defined by GAAP, and is not indicative
of cash available to fund all cash flow needs. The Company also cautions that FFO, as presented, may not
be comparable to similarly titled measures reported by other real estate investment trusts.
Management compensates for the limitations of FFO by providing investors with financial statements
prepared according to GAAP, along with this detailed discussion of FFO and a reconciliation of net (loss)
63
Funds From Operations (“FFO”) (Continued)
income to FFO and FFO—diluted. Management believes that to further understand the Company’s
performance, FFO should be compared with the Company’s reported net (loss) income and considered in
addition to cash flows in accordance with GAAP, as presented in the Company’s consolidated financial
statements. The following reconciles net (loss) income attributable to the Company to FFO attributable to
common stockholders and unit holders—basic and diluted and FFO attributable to common stockholders
and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold,
(gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real
estate investments for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (dollars and shares
in thousands):
2024
2023
2022
2021
2020
Net (loss) income attributable to the Company . . . . . . . . . . . . . . . . $(194,120) $(274,065) $(66,068) $ 14,263
$(230,203)
Adjustments to reconcile net (loss) income attributable to the
Company to FFO attributable to common stockholders and unit
holders—basic and diluted:
Noncontrolling interests in the Operating Partnership . . . . . . . .
(8,766)
(11,389)
(2,660)
714
(16,822)
(Gain) loss on sale or write down of consolidated assets, net . . .
(38,959)
134,523
(7,698)
(75,740)
68,112
Loss on remeasurement of consolidated assets . . . . . . . . . . . . . .
—
—
—
—
163,298
Add: gain on undepreciated asset sales or write-down from
consolidated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,130
3,705
16,091
19,461
7,777
Less: loss on write-down of non-real estate sales or write-down
of assets—consolidated assets . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(2,000)
(2,200)
(4,154)
Add: noncontrolling interests share of gain (loss) on sale or
write-down of assets—consolidated assets . . . . . . . . . . . . . . . .
330
2,224
6,287
9,732
(120)
Loss (gain) on sale or write down of assets—unconsolidated
joint ventures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180,089
136,377
19,397
4,931
(6)
Add: gain on sale of undepreciated assets—unconsolidated joint
ventures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,643
7,102
7,794
93
—
Depreciation and amortization on consolidated assets . . . . . . . .
294,780
282,361
291,612
311,129
319,619
Less: noncontrolling interests in depreciation and
amortization—consolidated assets . . . . . . . . . . . . . . . . . . . . . . .
(4,382)
(11,938)
(21,592)
(29,239)
(15,517)
Depreciation and amortization—unconsolidated joint
ventures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148,740
170,199
176,303
182,956
199,680
Less: depreciation on personal property . . . . . . . . . . . . . . . . . . . .
(6,801)
(7,987)
(12,834)
(12,955)
(15,734)
FFO attributable to common stockholders and unit holders—
basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
373,684
431,112
404,632
423,145
475,930
Financing expense in connection with Chandler Freehold . . . . .
(12,829)
(26,311)
32,902
(955)
(136,425)
FFO attributable to common stockholders and unit holders,
excluding financing expense in connection with Chandler
Freehold—basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
360,855
404,801
437,534
422,190
339,505
(Gain) loss on extinguishment of debt, net—consolidated
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,403)
(8,208)
—
1,007
—
Accrued default interest expense . . . . . . . . . . . . . . . . . . . . . . . . .
7,856
6,417
—
—
—
Loss (gain) on non-real estate investments . . . . . . . . . . . . . . . . . .
11,027
10,203
9,560
(20,158)
3,962
FFO attributable to common stockholders and unit holders
excluding financing expense in connection with Chandler
Freehold, (gain) loss on extinguishment of debt, net, accrued
default interest expense and loss (gain) on non-real estate
investments—diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 365,335
$ 413,213
$447,094
$403,039
$ 343,467
64
Funds From Operations (“FFO”) (Continued)
2024
2023
2022
2021
2020
Weighted average number of FFO shares outstanding for:
FFO attributable to common stockholders and unit holders—
basic(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231,864
224,501
223,678
207,991
156,920
Adjustments for the impact of dilutive securities in computing
FFO—diluted:
Share and unit-based compensation plans . . . . . . . . . . . . . . . . . .
—
—
—
—
—
FFO attributable to common stockholders and unit holders—
diluted(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231,864
224,501
223,678
207,991
156,920
(1)
Unconsolidated assets are presented at the Company’s pro rata share.
(2)
Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31,
2024, 2023, 2022, 2021 and 2020, there were 10.0 million, 9.0 million, 8.6 million, 9.9 million and 10.7 million OP
Units outstanding, respectively.
(3)
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation
plans and the convertible senior notes using the treasury stock method. It also assumes the conversion of
MACWH, LP common and preferred units to the extent that they are dilutive to the FFO—diluted computation.
65
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. The Company has managed and will
continue to manage interest rate risk by (1) maintaining a ratio of fixed rate, long-term debt to total debt
such that floating rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on
certain long-term floating rate debt through the use of interest rate caps and/or swaps with matching
maturities where appropriate, (3) using treasury rate locks where appropriate to fix rates on anticipated
debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or
equity.
The following table sets forth information as of December 31, 2024 concerning the Company’s long
term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates
and estimated fair value (dollars in thousands):
Expected Maturity Date
For the years ending December 31,
2025
2026
2027
2028
2029
Thereafter
Total
Fair
Value
CONSOLIDATED CENTERS:
Long term debt:
Fixed rate . . . . . . . . . . . . . . . . . . .
$241,392
$949,264
$484,098
$733,318
$1,138,441
$1,145,982
$4,692,495
$4,426,227
Average interest rate . . . . . . . . .
4.18%
3.71%
4.00%
4.98%
4.66%
4.57%
4.40%
Floating rate . . . . . . . . . . . . . . . .
300,000
—
—
110,000
—
—
410,000
410,963
Average interest rate . . . . . . . . .
5.92%
—%
—%
7.01%
—%
—%
6.21%
Total debt—Consolidated
Centers . . . . . . . . . . . . . . . . . . . . .
$541,392
$949,264
$484,098
$843,318
$1,138,441
$1,145,982
$5,102,495
$4,837,190
UNCONSOLIDATED JOINT
VENTURE CENTERS:
Long term debt (at the Company’s
pro rata share):
Fixed rate . . . . . . . . . . . . . . . . . . .
$ 12,766
$155,970
$ 97,138
$810,883
$ 239,570
$ 245,607
$1,561,934
$1,522,992
Average interest rate . . . . . . . . .
3.92%
3.95%
3.95%
6.03%
5.50%
4.04%
5.28%
Floating rate(1) . . . . . . . . . . . . . .
86,467
33,719
736
12,000
—
—
132,922
133,770
Average interest rate . . . . . . . . .
8.30%
8.73%
7.53%
6.98%
—%
—%
8.29%
Total debt—Unconsolidated Joint
Venture Centers . . . . . . . . . . . . .
$ 99,233
$189,689
$ 97,874
$822,883
$ 239,570
$ 245,607
$1,694,856
$1,656,762
(1)
On February 7, 2025, the Company’s joint venture in FlatIron Crossing repaid $29.1 million ($14.8 million at the Company’s pro
rata share) on the mortgage loan and obtained a 90-day extension on the remaining $140.5 million ($71.6 million at the
Company’s pro rata share) loan (See “Financing Activity” in Management’s Overview and Summary).
The Consolidated Centers’ total fixed rate debt at December 31, 2024 and 2023 was $4.7 billion and
$3.8 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2024 and 2023
was 4.40% and 4.29%, respectively. The Consolidated Centers’ total floating rate debt at December 31,
2024 and 2023 was $0.4 billion and $0.5 billion, respectively. The average interest rate on such floating rate
debt at December 31, 2024 and 2023 was 6.21% and 7.43%, respectively.
The Company’s pro rata share of the Unconsolidated Joint Venture Centers’ fixed rate debt at
December 31, 2024 and 2023 was $1.6 billion and $2.8 billion, respectively. The average interest rate on
such fixed rate debt at December 31, 2024 and 2023 was 5.28% and 5.06%, respectively. The Company’s
pro rata share of the Unconsolidated Joint Venture Centers’ floating rate debt at December 31, 2024 and
2023 was $132.9 million and $45.2 million, respectively. The average interest rate on such floating rate debt
at December 31, 2024 and 2023 was 8.29% and 9.00%, respectively.
66
The Company uses derivative financial instruments in the normal course of business to manage or
hedge interest rate risk and records all derivatives on the balance sheet at fair value. Interest rate cap
agreements offer protection against floating rates on the notional amount from exceeding the rates noted
in the above schedule, and interest rate swap agreements effectively replace a floating rate on the notional
amount with a fixed rate as noted above. As of December 31, 2024, the Company has interest rate cap
agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative
Instruments and Hedging Activities in the Company’s Notes to the Consolidated Financial Statements).
The respective loans each require an interest rate cap agreement to be in place at all times, which limits
how high the prevailing floating loan rate index (i.e., SOFR) for the loans can rise. As of the date of this
Annual Report on Form 10-K, SOFR for each of these loans exceeded the strike interest rate (the “Strike
Rate”) within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of
these loans would then be considered fixed rate debt. If SOFR for these respective loans thereafter no
longer exceeds the Strike Rate, then these loans would once again be considered floating rate debt.
In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1%
increase in interest rates would decrease future earnings and cash flows by approximately $5.4 million per
year based on $542.9 million of floating rate debt outstanding at December 31, 2024.
The fair value of the Company’s long-term debt is estimated based on a present value model utilizing
interest rates that reflect the risks associated with long-term debt of similar risk and duration. In addition,
the method of computing fair value for mortgage notes payable included a credit value adjustment based
on the estimated value of the property that serves as collateral for the underlying debt (See Note 10—
Mortgage Notes Payable and Note 11—Bank and Other Notes Payable in the Company’s Notes to the
Consolidated Financial Statements).
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the Financial Statements and Financial Statement Schedules for the required information
appearing in Item 15.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Conclusion Regarding Effectiveness of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), management carried out an evaluation, under the supervision and with the participation
of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report
on Form 10-K. Based on their evaluation as of December 31, 2024, the Company’s Chief Executive Officer
and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the
information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in
the SEC’s rules and forms and (b) accumulated and communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
67
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s
management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2024. In making this assessment, the Company’s management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated
Framework (2013). The Company’s management concluded that, as of December 31, 2024, its internal
control over financial reporting was effective based on this assessment.
KPMG LLP, the independent registered public accounting firm that audited the Company’s 2024
consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the
Company’s internal control over financial reporting which follows below.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter
ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
68
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
The Macerich Company:
Opinion on Internal Control Over Financial Reporting
We have audited The Macerich Company and subsidiaries’ (the Company) internal control over
financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In
our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31,
2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash
flows for each of the years in the three-year period ended December 31, 2024, and the related notes and
financial statement Schedule III—Real Estate and Accumulated Depreciation (collectively, the
consolidated financial statements), and our report dated February 28, 2025 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention
69
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ KPMG LLP
Los Angeles, California
February 28, 2025
70
ITEM 9B.
OTHER INFORMATION
During the three months ended December 31, 2024, none of the Company’s directors or officers (as
defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading
arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of
Regulation S-K).
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not Applicable
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The other information required by Item 10 will be included in the Company’s definitive proxy
statement to be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the
Company’s securities that applies to all of the Company’s directors, officers, employees and other covered
persons. The Company believes that its insider trading policy is reasonably designed to promote
compliance with insider trading laws, rules and regulations, and listing standards applicable to the
Company. In addition, with regard to the Company’s trading in its own securities, it is the Company’s
policy to comply with insider trading laws, rules and regulations and applicable exchange listing standards.
A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct
and ethics for its directors, officers and employees. This Code complies with the requirements of the
Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission and the New
York Stock Exchange. In addition, the Company has adopted a Code of Ethics for CEO and Senior
Financial Officers which supplements the Code of Business Conduct and Ethics applicable to all
employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and
applicable rules of the Securities and Exchange Commission for those officers. To the extent required by
applicable rules of the Securities and Exchange Commission and the New York Stock Exchange, the
Company intends to promptly disclose future amendments to certain provisions of these Codes or waivers
of such provisions granted to directors and executive officers, including the Company’s principal executive
officer, principal financial officer, principal accounting officer or persons performing similar functions, on
the Company’s website at www.macerich.com under “Investors—Corporate Governance—Code of Ethics.”
Each of these Codes of Conduct is available on the Company’s website at www.macerich.com under
“Investors—Corporate Governance.”
During 2024, there were no material changes to the procedures described in the Company’s proxy
statement relating to the 2025 Annual Meeting of Stockholders by which stockholders may recommend
director nominees to the Company.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by Item 11 will be included in the Company’s definitive proxy statement to
be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 will be included in the Company’s definitive proxy statement to
be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
71
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 13 will be included in the Company’s definitive proxy statement to
be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 will be included in the Company’s definitive proxy statement to
be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
72
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Page
(a) and (c)
1
Financial Statements
Report of Independent Registered Public Accounting Firm (KPMG LLP, Los
Angeles, CA, PCAOB Auditor Firm ID:185) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Consolidated balance sheets as of December 31, 2024 and 2023 . . . . . . . . . . . . . .
77
Consolidated statements of operations for the years ended December 31, 2024,
2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Consolidated statements of comprehensive loss for the years ended
December 31, 2024, 2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Consolidated statements of equity for the years ended December 31, 2024, 2023
and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Consolidated statements of cash flows for the years ended December 31, 2024,
2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
2
Financial Statement Schedule
Schedule III—Real estate and accumulated depreciation . . . . . . . . . . . . . . . . . . . .
128
(b)
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
ITEM 16.
FORM 10-K SUMMARY
Not applicable.
73
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
The Macerich Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of The Macerich Company and
subsidiaries (Company) as of December 31, 2024 and 2023, the related consolidated statements of
operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended
December 31, 2024, and the related notes and financial statement Schedule III—Real Estate and
Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the Company’s internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated
February 28, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control
over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of
the consolidated financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
74
Evaluation of the fair value of the Chandler Freehold financing arrangement obligation and related
gain on sale upon deconsolidation
As discussed in Notes 4, 10, 12, and 16 to the consolidated financial statements, the Company
amended the partnership agreement between the Company and its joint venture partner resulting
in the derecognition of the related financing arrangement obligation and the recording of a gain
on sale of assets. The fair value of the derecognized financing arrangement obligation and
corresponding gain recognized upon deconsolidation was determined primarily based upon the
fair value of the underlying shopping center owned by the Chandler Freehold joint venture,
Chandler Fashion Center, which was previously consolidated through the date of the amended
partnership agreement. The fair value of the shopping center was estimated using a discounted
cash flow approach. Subsequent changes in the fair value of the financing arrangement obligation
were recorded as interest expense through the date the partnership agreement was amended, at
which time the financing arrangement was derecognized and recorded in gain on sale of assets.
During 2024, the Company recognized a gain on sale of assets of $334,285 thousand related to
the deconsolidation of the Chandler Freehold joint venture, net of interest expense of
$13,795 thousand related to the current year change in the fair value of the financing
arrangement. The gain on sale included $88,721 thousand related to the reversal of the financing
arrangement obligation and a $141,291 thousand gain on sale based upon the fair value of the
deconsolidated property.
We identified the evaluation of the fair value of the Chandler Freehold financing arrangement
obligation and the related gain on sale recorded upon deconsolidation as a critical audit matter.
A high degree of auditor judgment was required to evaluate the key assumptions used in the
discounted cash flow approach, including the market rental rates, discount rate, and terminal
capitalization rate. The analysis was sensitive to reasonably possible changes to these key
assumptions, which could have had a significant effect on the determination of fair value of the
financing arrangement obligation, specifically the underlying shopping center, and related gain
on sale recognized upon deconsolidation. The evaluation of these key assumptions required
significant audit effort, including the involvement of valuation professionals with specialized skills
and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls over the
Company’s fair value determination process for the financing arrangement obligation and related
gain on sale upon deconsolidation, including controls over the development of the key
assumptions used in the discounted cash flow analysis.
With the assistance of our valuation professionals with specialized skills and knowledge, we
evaluated the key assumptions used in the discounted cash flow analysis by comparing the market
rental rates, discount rate, and terminal capitalization rate used by the Company to publicly
available market data for comparable properties in a similar geographic region.
Assessment of impairment of property, net and investments in unconsolidated joint ventures
As discussed in Notes 2, 4, and 6 to the consolidated financial statements, the Company evaluates
its consolidated property and investments in unconsolidated joint ventures (which own and
operate properties) for impairment whenever there are indicators that the carrying value of the
property may not be recoverable or where there may be an other-than-temporary impairment of
investments in unconsolidated joint ventures. The Company considers property operating
performance, expected holding periods, capitalization rates, and other market factors in making
this evaluation. If the carrying value of a property exceeds the estimate of its undiscounted cash
75
flows, an impairment loss is recognized equal to the excess of the carrying value over its fair
value. The fair value of property is determined through either a sales approach or a discounted
cash flow approach. Impairment of properties held in an unconsolidated joint venture follows a
similar method. Due to a reduction in the expected holding period of certain consolidated
properties, the Company determined the properties’ carrying values were impaired and recorded
impairment charges of $334,375 thousand during 2024, of which a portion was recorded based on
the discounted cash flow approach and included in gain (loss) on sale or write down of assets, net
on the consolidated statement of operations. In addition due to a reduction in the expected
holding period on certain joint venture properties, the Company recorded impairment losses of
$179,960 thousand during 2024, of which a portion was recorded based on the discounted cash
flow approach and included in equity in loss of unconsolidated joint ventures on the consolidated
statement of operations. As of December 31, 2024, property, net was $7,097,113 thousand and
investments in unconsolidated joint ventures was $654,667 thousand.
We identified the assessment of impairment of property, net and investments in unconsolidated
joint ventures as a critical audit matter. Subjective auditor judgment was required to assess the
relevant events or changes in circumstances that Company officials considered when evaluating
expected holding periods. A shortening of a property’s expected holding period could indicate a
potential impairment. In addition, the evaluation of the fair value as determined through a
discounted cash flow approach, in particular the key assumptions over the property’s market
rental rates, discount rate, and terminal capitalization rate, required a high degree of auditor
judgment. The evaluation of these key assumptions required significant audit effort, including the
involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls over the
Company’s property impairment process, including controls over the Company’s evaluation of
the expected holding period and the development of the key assumptions used in the discounted
cash flow analysis. We evaluated the relevant events or changes in circumstances that the
Company considered when evaluating expected holding periods by:
•
reading minutes of the meetings of the Company’s Board of Directors and obtaining written
representations regarding potential plans, if any, to dispose of certain real estate properties
or investments in unconsolidated joint ventures
•
inquiring about the Company’s plans with those in the organization responsible for, and
having authority over, potential disposition activities
•
reading external communications with investors and analysts
•
analyzing documents prepared by the Company regarding proposed real estate transactions
•
considering the Company’s plans for properties with mortgages maturing within one year.
With the assistance of our valuation professionals with specialized skills and knowledge, we
evaluated the significant assumptions used in the discounted cash flow analysis by comparing the
market rental rates, discount rate, and terminal capitalization rate used by the Company to
publicly available market data for comparable properties in a similar geographic region.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010
Los Angeles, California
February 28, 2025
76
THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
December 31,
2024
2023
ASSETS:
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,097,113
$ 5,900,489
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,858
94,936
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87,621
95,358
Tenant and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155,350
183,478
Right-of-use assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111,037
118,664
Deferred charges and other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
369,553
263,068
Due from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,840
4,755
Investments in unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
654,667
852,764
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,567,039
$ 7,513,512
LIABILITIES AND EQUITY:
Mortgage notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,894,525
$ 4,136,136
Bank and other notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98,323
89,548
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87,540
64,194
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,683
83,989
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
379,863
334,742
Distributions in excess of investments in unconsolidated joint ventures . . . . . . .
192,680
174,786
Financing arrangement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
102,516
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,724,614
4,985,911
Commitments and contingencies
Equity:
Stockholders’ equity:
Common stock, $0.01 par value, 500,000,000 shares authorized at
December 31, 2024 and 2023, 252,925,496 and 215,976,614 shares issued
and outstanding at December 31, 2024 and 2023, respectively . . . . . . . . . .
2,527
2,158
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,160,780
5,509,603
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,406,786)
(3,063,789)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(34)
(952)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,756,487
2,447,020
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85,938
80,581
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,842,425
2,527,601
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,567,039
$ 7,513,512
The accompanying notes are an integral part of these consolidated financial statements.
77
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
For The Years Ended December 31,
2024
2023
2022
Revenues:
Leasing revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
850,453
$
809,023
$
800,548
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,937
44,860
30,104
Management Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,814
30,185
28,512
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
918,204
884,068
859,164
Expenses:
Shopping center and operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306,868
288,407
289,884
Leasing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,340
36,423
32,670
Management Companies’ operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
82,059
70,060
67,799
REIT general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,145
29,238
27,164
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294,780
282,361
291,612
753,192
706,489
709,129
Interest (income) expense:
Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11,264)
(24,206)
34,735
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231,251
197,126
182,116
219,987
172,920
216,851
Gain on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,403)
(8,208)
—
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
958,776
871,201
925,980
Equity in loss of unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . .
(197,352)
(156,937)
(5,256)
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,300
494
(705)
Gain (loss) on sale or write down of assets, net . . . . . . . . . . . . . . . . . . . . . . . . . .
38,959
(134,523)
7,698
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(197,665)
(278,099)
(65,079)
Less net (loss) income attributable to noncontrolling interests . . . . . . . . . . . . .
(3,545)
(4,034)
989
Net loss attributable to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(194,120)
$
(274,065)
$
(66,068)
Earnings per common share attributable to common stockholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.88)
$
(1.28)
$
(0.31)
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.88)
$
(1.28)
$
(0.31)
Weighted average number of common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221,845,000
215,548,000
215,031,000
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221,845,000
215,548,000
215,031,000
The accompanying notes are an integral part of these consolidated financial statements.
78
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Dollars in thousands)
For The Years Ended December 31,
2024
2023
2022
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(197,665)
$(278,099)
$(65,079)
Other comprehensive income (loss):
Interest rate cap/swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
918
(1,584)
656
Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(196,747)
(279,683)
(64,423)
Less net (loss) income attributable to noncontrolling interests . . . . . .
(3,545)
(4,034)
989
Comprehensive loss attributable to the Company . . . . . . . . . . . . . . . . . .
$(193,202)
$(275,649)
$(65,412)
The accompanying notes are an integral part of these consolidated financial statements.
79
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)
Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
(Loss) Income
Total
Stockholders’
Equity
Shares
Par
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2022 . . . . 214,797,057 $2,147 $5,488,440 $(2,443,696)
$(24)
$3,046,867
$129,282
$3,176,149
Net (loss) income . . . . . . . . . . .
—
—
—
(66,068)
—
(66,068)
989
(65,079)
Interest rate cap/swap
agreements . . . . . . . . . . . . . . .
—
—
—
—
656
656
—
656
Amortization of share and
unit-based plans . . . . . . . . . . .
218,771
2
22,117
—
—
22,119
—
22,119
Employee stock purchases . . . .
179,723
2
1,739
—
—
1,741
—
1,741
Stock offerings, net . . . . . . . . . .
—
—
(183)
—
—
(183)
—
(183)
Distributions declared ($0.62)
per share . . . . . . . . . . . . . . . . .
—
—
—
(133,330)
—
(133,330)
—
(133,330)
Distributions to noncontrolling
interests . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
(52,998)
(52,998)
Contributions from
noncontrolling interests . . . .
—
—
—
—
—
—
602
602
Conversion of noncontrolling
interests to common
shares . . . . . . . . . . . . . . . . . . .
45,578
—
2,700
—
—
2,700
(2,700)
—
Redemption of noncontrolling
interests . . . . . . . . . . . . . . . . .
—
—
177
—
—
177
(505)
(328)
Adjustment of noncontrolling
interests in Operating
Partnership . . . . . . . . . . . . . . .
—
—
(8,906)
—
—
(8,906)
8,906
—
Balance at December 31,
2022 . . . . . . . . . . . . . . . . . . . . . 215,241,129 $2,151 $5,506,084 $(2,643,094)
$632
$2,865,773
$ 83,576
$2,949,349
The accompanying notes are an integral part of these consolidated financial statements.
80
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Dollars in thousands, except per share data)
Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Shares
Par
Value
Noncontrolling
Interests
Total
Equity
Balance at December 31,
2022 . . . . . . . . . . . . . . . . . . . 215,241,129 $2,151 $5,506,084 $(2,643,094)
$
632
$2,865,773
$ 83,576
$2,949,349
Net loss . . . . . . . . . . . . . . . . . .
—
—
—
(274,065)
—
(274,065)
(4,034)
(278,099)
Interest rate cap
agreements . . . . . . . . . . . . .
—
—
—
—
(1,584)
(1,584)
—
(1,584)
Amortization of share and
unit-based plans . . . . . . . . .
325,229
3
16,062
—
—
16,065
—
16,065
Employee stock purchases . .
226,766
2
1,796
—
—
1,798
—
1,798
Stock offerings, net . . . . . . . .
—
—
(583)
—
—
(583)
—
(583)
Distributions declared
($0.68) per share . . . . . . . .
—
—
—
(146,630)
—
(146,630)
—
(146,630)
Distributions to
noncontrolling interests . .
—
—
—
—
—
—
(12,660)
(12,660)
Conversion of
noncontrolling interests to
common shares . . . . . . . . .
183,490
2
5,427
—
—
5,429
(5,429)
—
Redemption of
noncontrolling interests . .
—
—
39
—
—
39
(94)
(55)
Adjustment of
noncontrolling interests in
Operating Partnership . . .
—
—
(19,222)
—
—
(19,222)
19,222
—
Balance at December 31,
2023 . . . . . . . . . . . . . . . . . . . 215,976,614 $2,158 $5,509,603 $(3,063,789)
$ (952)
$2,447,020
$ 80,581
$2,527,601
The accompanying notes are an integral part of these consolidated financial statements.
81
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Dollars in thousands, except per share data)
Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
Shares
Par
Value
Noncontrolling
Interests
Total
Equity
Balance at December 31,
2023 . . . . . . . . . . . . . . . . . . . 215,976,614 $2,158 $5,509,603 $(3,063,789)
$(952)
$2,447,020
$ 80,581
$2,527,601
Net loss . . . . . . . . . . . . . . . . . .
—
—
—
(194,120)
—
(194,120)
(3,545)
(197,665)
Interest rate cap
agreements . . . . . . . . . . . . .
—
—
—
—
918
918
—
918
Amortization of share and
unit-based plans . . . . . . . . .
434,654
4
13,984
—
—
13,988
—
13,988
Employee stock purchases . .
176,240
2
1,845
—
—
1,847
—
1,847
Stock offerings, net . . . . . . . .
36,110,918
361
656,664
—
657,025
—
657,025
Distributions declared
($0.68) per share . . . . . . . .
—
—
—
(148,877)
—
(148,877)
—
(148,877)
Distributions to
noncontrolling interests . .
—
—
—
—
—
—
(12,412)
(12,412)
Conversion of
noncontrolling interests to
common shares . . . . . . . . .
227,070
2
11,206
—
—
11,208
(11,208)
—
Adjustment of
noncontrolling interests in
Operating Partnership . . .
—
—
(32,522)
—
—
(32,522)
32,522
—
Balance at December 31,
2024 . . . . . . . . . . . . . . . . . . . 252,925,496 $2,527 $6,160,780 $(3,406,786)
$ (34)
$2,756,487
$ 85,938
$2,842,425
The accompanying notes are an integral part of these consolidated financial statements.
82
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(197,665)
$(278,099)
$(65,079)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Gain on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,403)
(8,208)
—
(Gain) loss on sale or write down of assets, net . . . . . . . . . . . . . . . . . . . . .
(38,959)
134,523
(7,698)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
305,875
296,394
302,480
Amortization of net discount on mortgage notes payable . . . . . . . . . . . .
13,061
—
—
Amortization of share and unit-based plans . . . . . . . . . . . . . . . . . . . . . . .
12,131
13,166
17,638
Straight-line rent and amortization of above and below market leases,
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,057)
522
(1,271)
Provision for (recovery of) doubtful accounts . . . . . . . . . . . . . . . . . . . . . .
6,153
(2,699)
(656)
Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,300)
(494)
705
Equity in loss of unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . .
197,352
156,937
5,256
Change in fair value of financing arrangement obligation . . . . . . . . . . . .
(13,795)
(35,118)
24,233
Distributions of income from unconsolidated joint ventures . . . . . . . . . .
—
280
1,532
Changes in assets and liabilities, net of acquisitions and dispositions:
Tenant and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,441
354
6,610
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,193)
6,100
(13,246)
Due from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,915
(1,456)
(3,626)
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .
21,306
1,870
(382)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,583
11,430
71,014
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283,445
295,502
337,510
Cash flows from investing activities:
Acquisition of property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(170,829)
(46,687)
(24,544)
Development, redevelopment, expansion and renovation of properties . .
(109,317)
(77,941)
(42,153)
Property improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58,330)
(74,562)
(52,640)
Proceeds from collection of notes receivable . . . . . . . . . . . . . . . . . . . . . . . .
—
3,500
—
Deferred leasing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,910)
(7,000)
(3,111)
Distributions from unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . .
93,998
300,861
131,306
Contributions to unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . . .
(48,967)
(81,158)
(81,718)
Cash and restricted cash acquired from acquisition of previously
unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,002
—
—
Derecognition of cash previously held by a consolidated joint venture to
an unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,005)
—
—
Proceeds from collection of receivable in connection with sale of joint
venture property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
21,000
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282,148
35,528
50,458
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . .
19,790
52,541
(1,402)
The accompanying notes are an integral part of these consolidated financial statements.
83
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
For the Years Ended December 31,
2024
2023
2022
Cash flows from financing activities:
Proceeds from mortgages, bank and other notes payable . . . . . . . . . . . .
1,225,000
719,000
277,000
Payments on mortgages, bank and other notes payable . . . . . . . . . . . . .
(2,023,651)
(863,258)
(406,075)
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,785)
(28,913)
(6,446)
Payment on finance arrangement obligation . . . . . . . . . . . . . . . . . . . . . .
—
(5,587)
—
Payments on finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,197)
(2,000)
(1,923)
Proceeds from share and unit-based plans . . . . . . . . . . . . . . . . . . . . . . . .
1,847
1,798
1,741
Proceeds (costs) from stock offerings, net . . . . . . . . . . . . . . . . . . . . . . . . .
657,025
(583)
(183)
Redemption of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(55)
(328)
Contributions from noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . .
—
—
602
Dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(161,289)
(159,290)
(186,328)
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(316,050)
(338,888)
(321,940)
Net (decrease) increase in cash and cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12,815)
9,155
14,168
Cash and cash equivalents and restricted cash at beginning of year . . . . .
190,294
181,139
166,971
Cash and cash equivalents and restricted cash at end of year . . . . . . . . . .
$
177,479
$ 190,294
$ 181,139
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized . . . . . . . . . . . . .
$
186,345
$ 191,500
$ 180,321
Non-cash investing and financing activities:
Accrued development costs included in accounts payable and accrued
expenses and other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
$
49,484
$
48,191
$
35,334
Derecognition of previously consolidated property and related
liabilities to investment in unconsolidated joint venture . . . . . . . . . . .
$
347,290
$
—
$
—
Conversion of Operating Partnership Units to common stock . . . . . . . .
$
11,208
$
5,429
$
2,700
Assets acquired from unconsolidated joint ventures . . . . . . . . . . . . . . . .
$ 2,124,511
$
46,713
$
23,554
Liabilities assumed from unconsolidated joint ventures . . . . . . . . . . . . .
$ 1,867,749
$
—
$
—
The accompanying notes are an integral part of these consolidated financial statements.
84
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. Organization:
The Macerich Company (the “Company”) is involved in the acquisition, ownership, development,
redevelopment, management and leasing of regional and community/power shopping centers (the
“Centers”) located throughout the United States.
The Company commenced operations effective with the completion of its initial public offering on
March 16, 1994. As of December 31, 2024, the Company was the sole general partner of and held a 96%
ownership interest in The Macerich Partnership, L.P. (the “Operating Partnership”). The Company was
organized to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986,
as amended (the “Code”).
The property management, leasing and redevelopment of the Company’s portfolio is provided by the
Company’s management companies, Macerich Property Management Company, LLC, a single member
Delaware limited liability company, Macerich Management Company, a California corporation, Macerich
Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona
Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado
LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York
corporation, and MACW Property Management, LLC, a single member New York limited liability
company. All seven of the management companies are owned by the Company and are collectively
referred to herein as the “Management Companies.”
2. Summary of Significant Accounting Policies:
Basis of Presentation:
These consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America (“GAAP”).
The accompanying consolidated financial statements include the accounts of the Company.
Investments in entities in which the Company has a controlling financial interest or entities that meet the
definition of a variable interest entity (“VIE”) in accordance with Accounting Standards Codification
Topic 810, “Consolidation”, in which the Company has, as a result of ownership, contractual or other
financial interests, both the power to direct activities that most significantly impact the economic
performance of the VIE and the obligation to absorb losses or the right to receive benefits that could
potentially be significant to the VIE are consolidated; otherwise they are accounted for under the equity
method of accounting and are reflected as investments in unconsolidated joint ventures.
The Company’s sole significant asset is its investment in the Operating Partnership and as a result,
substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating
Partnership. In addition, the Operating Partnership has investments in a number of VIEs, including
SanTan Village Regional Center.
85
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
The Operating Partnership’s VIEs included the following assets and liabilities:
December 31,
2024
2023
Assets:
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$122,102
$128,673
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,034
22,277
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$144,136
$150,950
Liabilities:
Mortgage notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$219,595
$219,506
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,268
78,794
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$290,863
$298,300
All intercompany accounts and transactions have been eliminated in the consolidated financial
statements.
The following table presents a reconciliation of the beginning of year and end of year cash and cash
equivalents and restricted cash reported on the Company’s consolidated balance sheets to the totals shown
on its consolidated statements of cash flows:
2024
2023
2022
Beginning of year
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 94,936
$100,320
$112,454
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,358
80,819
54,517
Cash and cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . .
$190,294
$181,139
$166,971
End of year
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 89,858
$ 94,936
$100,320
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87,621
95,358
80,819
Cash and cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . .
$177,479
$190,294
$181,139
Cash and Cash Equivalents and Restricted Cash:
The Company considers all highly liquid investments with an original maturity of three months or less
when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes
impounds of property taxes and other capital reserves required under loan and other agreements.
Revenues:
Leasing revenue includes minimum rents, percentage rents, tenant recoveries and other leasing
income. Minimum rental revenues are recognized on a straight-line basis over the terms of the related
86
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
leases. The difference between the amount of rent due in a year and the amount recorded as rental income
is referred to as the “straight-line rent adjustment.” Minimum rents were decreased by $759, $4,624 and
$777 due to the straight-line rent adjustment during the years ended December 31, 2024, 2023 and 2022,
respectively. Percentage rents are recognized and accrued when tenants’ specified sales targets have been
met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and
other shopping center operating expenses are recognized as revenues in the period the applicable expenses
are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a
straight-line basis over the term of the related leases.
The Management Companies provide property management, leasing, corporate, development,
redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration
for these services, the Management Companies receive monthly management fees generally ranging from
1.5% to 4.0% of the gross monthly rental revenue of the properties managed.
Property:
Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements
and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and
depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement
of the related assets and are reflected in earnings. Gains on the disposition of real estate are recognized
when the Company transfers control as well as the risks and rewards of ownership to the buyer.
Property is recorded at cost and is depreciated using a straight-line method over the estimated useful
lives of the assets as follows:
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 40 years
Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 7 years
Equipment and furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 7 years
Capitalization of Costs:
The Company capitalizes costs incurred in redevelopment, development, renovation and
improvement of properties. The capitalized costs include pre-construction costs essential to the
development of the property, development costs, construction costs, interest costs, real estate taxes,
salaries and related costs and other costs incurred during the period of development. These capitalized
costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real
estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and
indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of
time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as
period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on
the square footage of the portion of the building not held available for immediate occupancy. If costs and
activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such
activities are resumed. Once work has been completed on a vacant space, project costs are no longer
87
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
capitalized. For projects with extended lease-up periods, the Company ends the capitalization when
significant activities have ceased, which does not exceed the shorter of a one-year period after the
completion of the building shell or when the construction is substantially complete.
Investment in Unconsolidated Joint Ventures:
The Company accounts for its investments in joint ventures using the equity method of accounting
unless the Company has a controlling financial interest in the joint venture or the joint venture meets the
definition of a VIE in which the Company is the primary beneficiary through both its power to direct
activities that most significantly impact the economic performance of the VIE and the obligation to absorb
losses or the right to receive benefits that could potentially be significant to the VIE. Although the
Company has a greater than 50% interest in Corte Madera Village, LLC, Macerich HHF Centers LLC and
Freehold Chandler Holdings LP, the Company does not have controlling financial interests in these joint
ventures due to the substantive participation rights of the outside partners in these joint ventures and,
therefore, accounts for its investments in these joint ventures using the equity method of accounting.
Equity method investments are typically recorded on the balance sheet at cost and are subsequently
adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received,
additional contributions and certain other adjustments, as appropriate. The Company ceases recognizing
its proportionate share of net losses when such losses reduce the investment to zero and the Company has
no obligation to guarantee the joint venture’s obligations and is not otherwise committed to provide
further financial support to the joint venture. The Company separately reports investments in joint
ventures when accumulated distributions have exceeded the Company’s investment, as distributions in
excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less
than zero because of financing or operating distributions that are usually greater than net income, as net
income includes charges for depreciation and amortization.
Acquisitions:
Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a
business combination or asset acquisition. For both business combinations and asset acquisitions, the
Company allocates the purchase price of properties to acquired tangible assets and intangible assets and
liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase
price using a relative fair value method allocating all accumulated costs. For business combinations, the
Company expenses transaction costs incurred and allocates purchase price based on the estimated fair
value of each separately identified asset and liability. The Company allocates the estimated fair value of
acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on
their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their
estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if
vacant” methodology. Tenant improvements represent the tangible assets associated with the existing
leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms.
88
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
The tenant improvements are classified as an asset under property and are depreciated over the remaining
lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases
which come in three forms: (i) leasing commissions and legal costs, which represent the value associated
with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally
experienced in the Company’s markets; (ii) value of in-place leases, which represents the estimated loss of
revenue and of costs incurred for the period required to lease the “assumed vacant” property to the
occupancy level when purchased; and (iii) above or below-market value of in-place leases, which
represents the difference between the contractual rents and market rents at the time of the acquisition,
discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges
and other assets and are amortized over the remaining lease terms. The value of in-place leases is recorded
in deferred charges and other assets and amortized over the remaining lease terms plus any below-market
fixed rate renewal options. Above or below-market leases are classified in deferred charges and other
assets or in other accrued liabilities, depending on whether the contractual terms are above or below-
market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases.
The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal
periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal
option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition
such as tenant mix in the Center, the Company’s relationship with the tenant and the availability of
competing tenant space.
Remeasurement gains are recognized when the Company becomes the primary beneficiary of an
existing equity method investment that is a VIE to the extent that the fair value of the existing equity
investment exceeds the carrying value of the investment, and remeasurement losses are recognized to the
extent the carrying value of the investment exceeds the fair value. The fair value is determined based on a
discounted cash flow model, with the significant unobservable inputs including discount rate, terminal
capitalization rate and market rents.
Deferred Charges:
Direct costs relating to obtaining tenant leases are deferred and amortized over the initial term of the
lease agreement using the straight-line method. As these deferred leasing costs represent productive assets
incurred in connection with the Company’s leasing arrangements at the Centers, the related cash flows are
classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs
relating to financing of shopping center properties are deferred and amortized over the life of the related
loan using the straight-line method, which approximates the effective interest method.
The range of the terms of the agreements is as follows:
Deferred leasing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 - 20 years
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 - 15 years
89
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
Accounting for Impairment:
The Company assesses whether an indicator of impairment in the value of its properties exists by
considering expected future operating income, trends and prospects, as well as the effects of demand,
competition and other economic factors. Such factors include projected rental revenue, operating costs
and capital expenditures as well as capitalization rates and estimated holding periods. The Company
generally holds and operates its properties long-term, which decreases the likelihood of their carrying
values not being recoverable. Changes in events or changes in circumstances may alter the expected hold
period of an asset or asset group, which may result in an impairment loss and such loss could be material to
the Company’s financial condition or operating performance. If the carrying value of the property exceeds
the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying
value over its estimated fair value. Properties classified as held for sale are measured at the lower of the
carrying amount or fair value less cost to sell.
The estimated fair value of a property is typically determined through a discounted cash flow analysis
or based upon a contracted sales price. The discounted cash flow method includes significant unobservable
inputs including the discount rate, terminal capitalization rate and market rents. Cash flow projections and
rates are subject to management’s judgment and changes in those assumptions could impact the estimation
of fair value.
The Company’s investments in unconsolidated joint ventures apply the same accounting model for
property level impairment as described above. Further, the Company reviews its investments in
unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a
decrease in the value of its investments has occurred which is other-than-temporary. The investment in
each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability
and valuation declines that are other-than-temporary. The Company records any such impairment up to
the extent of its investment.
Share and Unit-based Compensation Plans:
The cost of share and unit-based compensation awards is measured at the grant date based on the
calculated fair value of the awards and is recognized on a straight-line basis over the requisite service
period, which is generally the vesting period of the awards.
Derivative Instruments and Hedging Activities:
The Company recognizes all derivatives in the consolidated financial statements and measures the
derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, “interest
rate agreements”) in the normal course of business to manage or reduce its exposure to adverse
fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure
that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally
designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis,
the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they
are effective, changes in fair value are recorded in comprehensive income.
90
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
Amounts paid (received) as a result of interest rate agreements are recorded as an addition
(reduction) to (of) interest expense.
If any derivative instrument used for risk management does not meet the hedging criteria, it is
marked-to-market each period with the change in value included in the consolidated statements of
operations.
Income Taxes:
The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended
December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and
operational requirements, including a requirement that it distribute at least 90% of its taxable income to
its stockholders. It is management’s current intention to adhere to these requirements and maintain the
Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal
income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as
a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates and
may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for
taxation as a REIT, the Company may be subject to certain state and local taxes on its income and
property and to federal income and excise taxes on its undistributed taxable income, if any.
Each partner is taxed individually on its share of partnership income or loss, and accordingly, no
provision for federal and state income tax is provided for the Operating Partnership in the consolidated
financial statements. The Company’s taxable REIT subsidiaries (“TRSs”) are subject to corporate level
income taxes, which are provided for in the Company’s consolidated financial statements.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the differences between the financial reporting and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and
tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A
valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not
that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is
dependent on the Company generating sufficient taxable income in future periods.
Fair Value of Financial Instruments:
The fair value hierarchy distinguishes between market participant assumptions based on market data
obtained from sources independent of the reporting entity and the reporting entity’s own assumptions
about market participant assumptions.
Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the
Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1
91
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted
prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset
or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that
are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or
liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market
activity. In instances where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair
value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety. The Company’s assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company calculates the fair value of financial instruments and includes this additional
information in the notes to consolidated financial statements when the fair value is different than the
carrying value of those financial instruments. When the fair value reasonably approximates the carrying
value, no additional disclosure is made.
The fair values of interest rate agreements are determined using the market standard methodology of
discounting the future expected cash payments or receipts that would occur if variable interest rates fell
below or rose above the strike rate of the interest rate agreements. The variable interest rates used in the
calculation of projected receipts on the interest rate agreements are based on an expectation of future
interest rates derived from observable market interest rate curves and volatilities. The Company
incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and
the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair
value of its derivative contracts for the effect of nonperformance risk, the Company has considered the
impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual
puts and guarantees.
The Company recorded its financing arrangement obligation at fair value on a recurring basis with
changes in fair value being recorded as interest expense in the Company’s consolidated statements of
operations. The fair value was determined based on a discounted cash flow model, with the significant
unobservable inputs including the discount rate, terminal capitalization rate and market rents. The fair
value of the financing arrangement obligation was sensitive to these significant unobservable inputs and a
change in these inputs would have resulted in a significantly higher or lower fair value measurement.
Concentration of Risk:
The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks
are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. At various times
during the year, the Company had deposits in excess of the FDIC insurance limit.
No Center or tenant generated more than 10% of total revenues during the years ended
December 31, 2024, 2023 or 2022, with the exception of one Center in New York which represented
92
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
2. Summary of Significant Accounting Policies: (Continued)
approximately 11%, 11% and 12% of the Company’s consolidated revenues for the years ended
December 31, 2024, 2023 and 2022, respectively.
Management Estimates:
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements:
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting
Standards Update (“ASU”) No. 2023-07, Segment Reporting—Improvements to Reportable Segment
Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable
segments. Required disclosures include, on an annual and interim basis, significant segment expenses that
are regularly provided to the chief operating decision maker (“CODM”) and included within each
reported measure of segment profit or loss, an amount for other segment items (which is the difference
between segment revenue less segment expenses and less segment profit or loss) and a description of its
composition, the title and position of the CODM, and an explanation of how the CODM uses the reported
measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. The Company adopted ASU 2023-07 beginning with its fiscal year
ended December 31, 2024. The adoption of ASU 2023-07 did not have any material impact on the
Company’s consolidated financial statements as the primary change was the inclusion of additional
disclosures related to the Company’s single reportable segment (See Note 22–Segment Reporting).
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive
Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 apply to all public business entities and
require disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for
annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years
beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating
the potential impact of adopting ASU 2024-03.
In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options
(Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). The
amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of
convertible debt instruments should be accounted for as an induced conversion. The new guidance is
effective for annual reporting periods beginning after December 15, 2025, and interim periods within those
annual periods. The Company is currently evaluating the potential impact of adopting ASU 2024-04.
93
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
3. Earnings Per Share (“EPS”):
The following table reconciles the numerator and denominator used in the computation of earnings
per share for the years ended December 31 (shares in thousands):
2024
2023
2022
Numerator
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(197,665)
$(278,099)
$(65,079)
Less: net (loss) income attributable to noncontrolling interests . . . . . .
(3,545)
(4,034)
989
Net loss attributable to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(194,120)
(274,065)
(66,068)
Allocation of earnings to participating securities . . . . . . . . . . . . . . . . . .
(906)
(870)
(856)
Numerator for basic and diluted EPS—net income (loss) attributable
to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(195,026)
$(274,935)
$(66,924)
Denominator
Denominator for basic and diluted EPS—weighted average number of
common shares outstanding(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221,845
215,548
215,031
EPS—net income (loss) attributable to common stockholders:
Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(0.88)
$
(1.28)
$
(0.31)
(1) Diluted EPS excludes 99,565, 99,565 and 99,565 convertible preferred units for the years ended
December 31, 2024, 2023 and 2022, respectively, as their impact was antidilutive.
Diluted EPS excludes 10,017,081, 8,952,452 and 8,646,182 Operating Partnership units (“OP Units”)
for the years ended December 31, 2024, 2023 and 2022, respectively, as their effect was antidilutive.
94
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures:
The Company owns operating properties through various unconsolidated joint ventures with third
parties. The Company’s direct or indirect ownership interest in each joint venture as of December 31, 2024
was as follows:
Joint Venture
Ownership
%(1)
AM Tysons LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Corte Madera Village, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.1%
Freehold Chandler Holdings LP—Chandler Fashion Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.1%
Kierland Commons Investment LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Macerich HHF Broadway Plaza LLC—Broadway Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Macerich HHF Centers LLC—Various Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51.0%
Propcor II Associates, LLC—Boulevard Shops . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Paradise Valley—Various Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.0%
Scottsdale Fashion Square Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
TM TRS Holding Company LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Tysons Corner LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Tysons Corner Hotel I LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Tysons Corner Property Holdings II LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
Tysons Corner Property LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
West Acres Development, LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.0%
WMAP, L.L.C.—Atlas Park, The Shops at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.0%
(1) The Company’s ownership interest in this table reflects its direct or indirect legal ownership interest.
Legal ownership may, at times, not equal the Company’s economic interest in the listed entities
because of various provisions in certain joint venture agreements regarding distributions of cash flow
based on capital account balances, allocations of profits and losses and payments of preferred returns.
As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in
certain of the properties could fluctuate from time to time and may not wholly align with its legal
ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first
refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or
remedies which are customary in real estate joint venture agreements and which may, positively or
negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
The Company has made the following investments, dispositions and financings in unconsolidated joint
ventures during the years ended December 31, 2024, 2023 and 2022 and events subsequent to
December 31, 2024:
On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197,011
loan on the property with a new $175,000 loan that bore interest at SOFR plus 3.70% and matured on
February 9, 2025. The loan was covered by an interest rate cap agreement that effectively prevented SOFR
from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
95
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears
parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company’s joint venture with
Seritage Growth Properties (“Seritage”), for a total purchase price of approximately $24,544. As a result of
this transaction and the shortening of holding periods on certain other assets in the joint venture, an
impairment loss was recorded for the year ended December 31, 2022. The Company’s share of the
impairment loss was $27,054. Effective as of August 2, 2022, the Company now owns and has consolidated
its 100% interest in these two former Sears parcels in its consolidated financial statements (See Note 15—
Acquisitions).
On November 14, 2022, the Company’s joint venture in Washington Square closed on a four-year
maturity date extension for the existing loan to November 1, 2026, including extension options. The
Company’s joint venture repaid $15,000 ($9,000 at the Company’s pro rata share) of the outstanding loan
balance at closing. The loan bore interest at SOFR plus 4.0% and was covered by an interest rate cap
agreement that effectively prevented SOFR from exceeding 4.0% through November 1, 2024. On
November 1, 2023, the Company’s joint venture repaid an additional $15,000 ($9,000 at the Company’s pro
rata share) of the outstanding loan balance.
On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing
$403,931 mortgage loan on the property with a $700,000 loan that bears interest at a fixed rate of 6.21%, is
interest only during the entire loan term and matures on March 6, 2028.
On April 25, 2023, the Company’s joint venture in Deptford Mall closed on a three-year maturity date
extension for the existing loan to April 3, 2026, including extension options. The Company’s joint venture
repaid $10,000 ($5,100 at the Company’s pro rata share) of the outstanding loan balance at closing. The
interest rate on the loan remains unchanged at 3.73%.
Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $295,210
($147,605 at the Company’s pro rata share) non-recourse loan on the property. The Company’s joint
venture was in negotiations with the lender on the terms of this non-recourse loan. Accordingly, the joint
venture shortened the holding period of the property due to the uncertainty as to the outcome of these
discussions. As a result of shortening the holding period, the joint venture determined the fair value of the
property was less than the carrying value and recorded an impairment loss during 2023. The Company
recognized $100,997 as its share of the impairment which was limited to the extent of its investment which
was reduced to zero.
On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS
Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $46,687.
These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los
Cerritos Center and Washington Square. As a result of this transaction and the shortening of holding
periods, an impairment loss was recorded by the joint venture. The Company’s share of the impairment
loss was $51,363. 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 (See Note 15—
Acquisitions).
96
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
On December 4, 2023, the Company’s joint venture in Tysons Corner Center replaced the existing
$666,465 mortgage loan on the property with a new $710,000 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 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 $700,000. The existing $324,632 loan on the
property was repaid, and $77,643 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 $8,118.
On January 10, 2024, the Company’s joint venture in Boulevard Shops replaced the existing $23,000
mortgage loan on the property with a new $24,000 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%.
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. During the three
months ended March 31, 2024, the Company evaluated its investment and concluded that due to certain
conditions, the Company should not continue to invest capital in this development project. As a result, the
Company determined the investment was impaired on an other-than-temporary basis and wrote-off its
entire investment of $57,686 in the first quarter of 2024 through equity in loss of unconsolidated joint
ventures.
On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne
Center in the New River Associates LLC joint venture that it did not previously own for a total purchase
price of $36,447 and the assumption of its joint venture partner’s share of debt on the property. Effective
as of May 14, 2024, the Company now owns and has consolidated its 100% interest in Arrowhead Towne
Center (See Note 15—Acquisitions).
On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall
in the Pacific Premier Retail LLC joint venture that it did not previously own for no cash consideration
and the assumption of its joint venture partner’s share of debt on the property. Effective as of May 14,
2024, the Company now owns and has consolidated its 100% interest in South Plains Mall (See Note 15—
Acquisitions).
On June 13, 2024, the partnership agreement between the Company and its joint venture partner was
amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center
as a financing arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler
Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note
16—Dispositions).
On June 27, 2024, the Company’s joint venture in Chandler Fashion Center refinanced the existing
$256,000 loan on the property with a $275,000 loan that bears interest at a fixed rate of 7.06%, is interest
97
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
only during the entire loan term and matures on July 1, 2029. The Company received a distribution of
$17,700 in connection with this transaction.
On June 28, 2024, the Company’s joint venture in Country Club Plaza sold the property for $175,600.
Concurrent with the transaction, the remaining amount owed by the joint venture under the $295,470 loan
($147,735 at the Company’s pro rata share) was forgiven by the lender.
On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot
regional retail center in Phoenix, Arizona, for $110,000. The Company used the net proceeds to pay down
debt. The Company recognized a gain of approximately $42,815 in connection with this transaction (See
Note 6—Property, net).
On October 24, 2024, the Company acquired its joint venture partner’s 40% interest in the Pacific
Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood
Center, for a net purchase price of approximately $122,132, which includes the assumption of the partner’s
share of property level indebtedness. As a result of this transaction and the shortening of holding periods,
an impairment loss was recorded by the joint venture. The Company’s share of the impairment loss was
$117,031. The Company now owns and consolidates its 100% interests in these properties (See Note 15—
Acquisitions).
On February 7, 2025, the Company’s joint venture in Flatiron Crossing repaid in full the $14,532
mezzanine loan and $14,532 of the first mortgage, and obtained a 90-day extension for the remaining
$140,480 of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and the first
mortgage had an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR
plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension period.
Combined and condensed balance sheets and statements of operations are presented below for all
unconsolidated joint ventures.
98
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:
2024
2023
Assets(1):
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,519,602
$7,201,941
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
459,468
607,864
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,979,070
$7,809,805
Liabilities and partners’ capital(1):
Mortgage and other notes payable . . . . . . . . . . . . . . . . . . .
$3,461,032
$5,445,411
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
324,799
436,179
Company’s capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100,684
1,090,403
Outside partners’ capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92,555
837,812
Total liabilities and partners’ capital . . . . . . . . . . . . . . . . . .
$3,979,070
$7,809,805
Investment in unconsolidated joint ventures:
Company’s capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 100,684
$1,090,403
Basis adjustment(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
361,303
(412,425)
$ 461,987
$ 677,978
Assets—Investments in unconsolidated joint ventures . . .
654,667
$ 852,764
Liabilities—Distributions in excess of investments in
unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . . .
(192,680)
(174,786)
$ 461,987
$ 677,978
(1)
These amounts include $2,613,690 of assets and $1,578,328 of liabilities of Pacific Premier Retail
LLC (the “PPR Portfolio”) as of December 31, 2023. On October 24, 2024, the Company acquired
its joint venture partner’s 40% interest in the PPR Portfolio as described above.
(2)
The Company amortizes the difference between the cost of its investments in unconsolidated joint
ventures and the book value of the underlying equity into (loss) income on a straight-line basis
consistent with the lives of the underlying assets or on an accelerated basis upon disposition by the
joint venture. The amortization of this difference was $343,722, $(14,316) and $9,371 for the years
ended December 31, 2024, 2023 and 2022, respectively.
99
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
PPR
Portfolio
Other
Joint
Ventures
Total
Year Ended December 31, 2024
Revenues:
Leasing revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 131,449
$ 610,011
$ 741,460
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,416
26,344
27,760
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,865
636,355
769,220
Expenses:
Shopping center and operating expenses . . . . . . . . . . . . . . . . . . . . .
32,413
212,023
244,436
Leasing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,218
4,858
6,076
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67,319
195,123
262,442
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,276
208,844
269,120
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161,226
620,848
782,074
Loss on sale or write down of assets, net . . . . . . . . . . . . . . . . . . . . . . . . .
(640,803)
(199,169)
(839,972)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(669,164)
$(183,662)
$(852,826)
Company’s equity in net loss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(134,398)
$ (62,954)
$(197,352)
Year Ended December 31, 2023
Revenues:
Leasing revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 178,790
$ 690,013
$ 868,803
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,295
21,628
23,923
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181,085
711,641
892,726
Expenses:
Shopping center and operating expenses . . . . . . . . . . . . . . . . . . . . .
44,096
247,843
291,939
Leasing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,709
4,960
6,669
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87,586
197,840
285,426
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,629
250,005
339,634
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223,020
700,648
923,668
Loss on sale or write down of assets, net . . . . . . . . . . . . . . . . . . . . . . . . .
—
(192,336)
(192,336)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (41,935)
$(181,343)
$(223,278)
Company’s equity in net loss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (16,517)
$(140,420)
$(156,937)
100
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
4. Investments in Unconsolidated Joint Ventures: (Continued)
PPR
Portfolio
Other
Joint
Ventures
Total
Year Ended December 31, 2022
Revenues:
Leasing revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$183,620
$668,523
$852,143
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
739
19,967
20,706
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184,359
688,490
872,849
Expenses:
Shopping center and operating expenses . . . . . . . . . . . . . . . . . . . . . . .
41,904
232,213
274,117
Leasing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,684
4,880
6,564
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65,957
148,443
214,400
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,990
258,008
353,998
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205,535
643,544
849,079
Loss on sale or write down of assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(28,968)
(28,968)
Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(21,176)
$ 15,978
$ (5,198)
Company’s equity in net loss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (3,501)
$ (1,755)
$ (5,256)
(1) These amounts include impairment losses at the Company’s share of $179,960, $152,360 and $27,054
for the years ended December 31, 2024, 2023 and 2022, respectively.
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by
the Company.
5. Derivative Instruments and Hedging Activities:
The Company uses interest rate cap agreements to manage the interest rate risk on certain floating
rate debt. The Company recorded other comprehensive income (loss) related to the marking-to-market of
derivative instruments of $918, $(1,584) and $656 during the years ended December 31, 2024, 2023 and
2022, respectively. The $918 in other comprehensive income for the year ended December 31, 2024, $1,584
in other comprehensive loss for the year ended December 31, 2023 and $632 of the $656 in other
comprehensive income for the year ended December 31, 2022 is the Company’s pro rata share of hedged
derivative instruments from certain unconsolidated joint ventures.
The following derivatives were outstanding at December 31, 2024 and 2023:
Fair Value
Property
Designation
Notional
Amount
Product
SOFR/
LIBOR Rate Maturity 2024
2023
Santa Monica Place . . . . . . . . . . . . . . . . . . . . . . . Non-Hedged $ 300,000 Cap
4.00%
12/9/2024 $— $ 2,665
The Macerich Partnership, L.P. . . . . . . . . . . . . . Non-Hedged $(300,000) Sold Cap
4.00%
12/9/2024 $— $(2,658)
101
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
5. Derivative Instruments and Hedging Activities: (Continued)
The above derivatives were valued with an aggregate fair value (Level 2 measurement) and were
included in other assets (other accrued liabilities). The fair value of the Company’s interest rate derivatives
were determined using discounted cash flow analysis on the expected cash flows of the derivatives. This
analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses
observable market-based inputs, including interest rate curves and implied volatilities. The Company
incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and
the respective counterparty’s nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives
falls within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its
derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of
default by the Company and its counterparties. The Company has assessed the significance of the impact
of the credit valuation adjustments on the overall valuation of its derivative positions and has determined
that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps. As
a result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2
of the fair value hierarchy.
6. Property, net:
Property, net at December 31, 2024 and 2023 consists of the following:
2024
2023
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,713,296
$ 1,388,345
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . .
6,608,217
6,070,367
Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
617,007
724,427
Equipment and furnishings(1) . . . . . . . . . . . . . . . . . . . . . . . . .
170,570
186,717
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335,890
340,496
9,444,980
8,710,352
Less accumulated depreciation(1) . . . . . . . . . . . . . . . . . . . . .
(2,347,867)
(2,809,863)
$ 7,097,113
$ 5,900,489
(1)
Equipment and furnishings and accumulated depreciation include the cost and accumulated
amortization of ROU assets in connection with finance leases at December 31, 2024 and 2023 (See
Note 8—Leases).
Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $269,020, $265,140
and $271,494, respectively.
102
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
6. Property, net: (Continued)
The gain (loss) on sale or write down of assets, net for the years ended December 31, 2024, 2023 and
2022 consist of the following:
2024
2023
2022
Property sales(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 372,149
$
13,380
$
386
Write-down of assets(2) . . . . . . . . . . . . . . . . . . . . . . .
(334,375)
(153,495)
(15,045)
Land sales(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,185
5,592
22,357
$
38,959
$(134,523)
$
7,698
(1)
For the year ended December 31, 2024, includes a gain of $334,285 as a result of the Company no
longer recognizing its investment in Chandler Fashion Center as a financing arrangement. Effective
June 13, 2024, the Company accounts for its investment under the equity method of accounting (See
Note 12—Financing Arrangement and Note 16—Dispositions). Also includes a gain of $42,815 from
the sale of the Company’s interest in Biltmore Fashion Park (See Note 4—Investments in
Unconsolidated Joint Ventures). For the year ended December 31, 2023, includes gains related to
the sale of The Marketplace at Flagstaff and Superstition Springs Power Center (See Note 16—
Dispositions).
(2)
For the year ended December 31, 2024, includes impairment losses of $334,265 due to the reduction
of the estimated holding periods of certain properties, including Fashion District Philadelphia, The
Oaks, Santa Monica Place and Wilton Mall. For the year ended December 31, 2023, includes
impairment losses of $144,656 on Fashion Outlets of Niagara Falls and $7,880 on Towne Mall. For
the year ended December 31, 2022, includes impairment loss of $5,471 relating to the Company’s
investment in MS Portfolio LLC (See Note 4—Investments in Unconsolidated Joint Ventures) and
impairment loss of $5,140 on Towne Mall. The impairment losses were due to the reduction of the
estimated holding periods of the properties. The remaining amounts for the years ended
December 31, 2024, 2023 and 2022 mainly pertain to the write off of development costs.
(3)
See Note 16—Dispositions.
The following table summarizes certain of the Company’s assets that were measured on a
nonrecurring basis as a result of impairment charges recorded for the years ended December 31, 2024,
2023 and 2022 as described above:
Years ended December 31,
Total Fair Value
Measurement
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$436,000
$—
$26,000
$410,000
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 63,200
$—
$
—
$ 63,200
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 18,250
$—
$
—
$ 18,250
The fair value (Level 2 measurement) relating to a portion of the 2024 impairments were based on
sales contracts and are classified within Level 2 of the fair value hierarchy. The fair value (Level 3
103
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
6. Property, net: (Continued)
measurement) related to the 2024, 2023 and 2022 impairments were based upon an income approach,
using an estimated terminal capitalization rate in the range of 7.3% to 13.0%, a discount rate in the range
of 9.0% and 14.5% and market rents per square foot of $8 to $500. The fair value is sensitive to these
significant unobservable inputs.
7. Tenant and Other Receivables, net:
Included in tenant and other receivables, net is an allowance for doubtful accounts of $7,146 and
$4,824 at December 31, 2024 and 2023, respectively. Also included in tenant and other receivables, net are
accrued percentage rents of $17,214 and $15,076 at December 31, 2024 and 2023, respectively, and a
deferred rent receivable due to straight-line rent adjustments of $94,445 and $105,260 at December 31,
2024 and 2023, respectively.
8. Leases:
Lessor Leases:
The Company leases its Centers under agreements that are classified as operating leases. These leases
generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other
shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over
the terms of the related leases. Percentage rents are recognized and accrued when tenants’ specified sales
targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate
taxes, insurance and other shopping center operating expenses are recognized as revenues in the period
the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are
recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in
which collectability of substantially all of the rents is not considered probable, lease income is recognized
on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are
fully reserved in the period in which the lease income is determined not to be probable of collection.
The following table summarizes the components of leasing revenue for the years ended December 31,
2024, 2023 and 2022:
2024
2023
2022
Leasing revenue - fixed payments . . . . . . . . . . . . . . . . .
$629,902
$570,869
$551,459
Leasing revenue - variable payments . . . . . . . . . . . . . .
226,704
235,455
248,433
(Provision for) recovery of doubtful accounts . . . . . . .
(6,153)
2,699
656
$850,453
$809,023
$800,548
104
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
8. Leases: (Continued)
The following table summarizes the future rental payments to the Company:
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 584,475
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
481,460
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
382,571
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304,496
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234,401
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
947,504
$2,934,907
Lessee Leases:
The Company has certain properties that are subject to non-cancelable operating leases. The leases
expire at various times through 2078, subject in some cases to options to extend the terms of the lease.
Certain leases provide for contingent rent payments based on a percentage of base rental income, as
defined in the lease. In addition, the Company has three finance leases that expire at various times through
2030.
The following table summarizes the lease costs for the years ended December 31, 2024, 2023 and
2022:
2024
2023
2022
Operating lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$13,060
$13,608
$15,133
Finance lease costs:
Amortization of ROU assets . . . . . . . . . . . . . . . . . . . .
1,181
1,366
1,930
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . .
256
420
499
$14,497
$15,394
$17,562
The following table summarizes the future rental payments required under the leases as of
December 31, 2024:
Year ending
Operating
Leases
Finance
Leases
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,527
$1,744
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,640
344
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,810
344
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,600
344
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,402
344
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,717
1,230
Total undiscounted rental payments . . . . . . . . . . . . . . . . . . . . . . . . . .
118,696
4,350
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(51,421)
58
Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 67,275
$4,408
105
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
8. Leases: (Continued)
The Company’s weighted average remaining lease term of its operating and finance leases at
December 31, 2024 was 24.3 years and 2.6 years, respectively. The Company’s weighted average
incremental borrowing rate of its operating and finance leases at December 31, 2024 was 7.2% and 2.8%,
respectively.
9. Deferred Charges and Other Assets, net:
Deferred charges and other assets, net at December 31, 2024 and 2023 consist of the following:
2024
2023
Leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 69,077
$
89,175
Intangible assets:
In-place lease values(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142,979
59,478
Leasing commissions and legal costs(1) . . . . . . . . . . . . . . . . . .
27,676
16,364
Above-market leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,712
66,002
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,324
24,024
Deferred compensation plan assets . . . . . . . . . . . . . . . . . . . . . . . .
69,031
62,755
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,771
73,576
457,570
391,374
Less accumulated amortization(2) . . . . . . . . . . . . . . . . . . . . . . . . .
(88,017)
(128,306)
$369,553
$263,068
(1) The amortization of these intangible assets for the next five years and thereafter is as follows:
Year Ending December 31,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$51,111
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,731
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,828
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,615
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,376
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,111
$136,772
(2) Accumulated amortization includes $33,883 and $39,540 relating to in-place lease values, leasing
commissions and legal costs at December 31, 2024 and 2023, respectively. Amortization expense for
in-place lease values, leasing commissions and legal costs was $18,423, $7,417 and $6,734 for the years
ended December 31, 2024, 2023 and 2022, respectively.
106
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
9. Deferred Charges and Other Assets, net: (Continued)
The allocated values of above-market leases and below-market leases consist of the following as of
December 31, 2024 and 2023:
2024
2023
Above-Market Leases(1)
Original allocated value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 74,712
$ 66,002
Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(26,173)
(36,926)
$ 48,539
$ 29,076
Below-Market Leases(1)
Original allocated value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$114,150
$ 85,174
Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(36,338)
(37,490)
$ 77,812
$ 47,684
(1) Above-market leases are included in deferred charges and other assets, net. Below-market leases are
included in other accrued liabilities.
The allocated values of above and below-market leases will be amortized into minimum rents on a
straight-line basis over the individual remaining lease terms. The amortization of these values for the next
five years and thereafter is as follows:
Year Ending December 31,
Above
Market
Below
Market
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,535
$15,874
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,201
13,306
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,253
10,069
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,408
8,079
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,502
6,982
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,640
23,502
$48,539
$77,812
107
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
10. Mortgage Notes Payable:
Mortgage notes payable at December 31, 2024 and 2023 consist of the following:
Carrying Amounts of
Mortgage Notes(1)
Effective
Interest
Rate(2)
Monthly
Debt
Service(3)
Maturity
Date(4)
Property Pledged as Collateral
2024
2023
Arrowhead Towne Center(5) . . . . . . . . . . . . . . . . .
$351,905
$
—
6.75%
$1,921
2028
Chandler Fashion Center(6) . . . . . . . . . . . . . . . . .
—
255,924
—%
—
—
Danbury Fair Mall(7) . . . . . . . . . . . . . . . . . . . . . . .
152,149
122,502
6.59%
836
2034
Fashion District Philadelphia(8) . . . . . . . . . . . . . .
—
70,820
—%
—
—
Fashion Outlets of Chicago . . . . . . . . . . . . . . . . . .
299,465
299,375
4.61%
1,145
2031
Fashion Outlets of Niagara Falls USA(9) . . . . . . .
80,775
86,470
6.52%
727
2026
Freehold Raceway Mall(6) . . . . . . . . . . . . . . . . . . .
399,210
399,044
3.94%
1,300
2029
Fresno Fashion Fair . . . . . . . . . . . . . . . . . . . . . . . .
324,652
324,453
3.67%
971
2026
Green Acres Mall(10) . . . . . . . . . . . . . . . . . . . . . . .
361,948
359,264
6.62%
1,819
2028
Kings Plaza Shopping Center . . . . . . . . . . . . . . . . .
537,471
536,956
3.71%
1,629
2030
Lakewood Center(11) . . . . . . . . . . . . . . . . . . . . . . .
304,557
—
8.00%
1,826
2026
Los Cerritos Center(12) . . . . . . . . . . . . . . . . . . . . .
472,745
—
5.77%
2,506
2027
Oaks, The(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
151,496
—%
—
—
Pacific View . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,560
70,976
5.45%
399
2032
Queens Center(14) . . . . . . . . . . . . . . . . . . . . . . . . .
522,945
600,000
5.45%
2,349
2029
Santa Monica Place(15) . . . . . . . . . . . . . . . . . . . . .
298,791
297,474
6.35%
1,480
2024
SanTan Village Regional Center . . . . . . . . . . . . . .
219,595
219,506
4.34%
788
2029
South Plains Mall(16) . . . . . . . . . . . . . . . . . . . . . . .
193,870
—
7.97%
703
2025
Victor Valley, Mall of(17) . . . . . . . . . . . . . . . . . . .
83,928
114,966
6.85%
476
2034
Vintage Faire Mall . . . . . . . . . . . . . . . . . . . . . . . . .
219,959
226,910
3.55%
1,256
2026
$4,894,525
$4,136,136
(1) The mortgage notes payable balances include the unamortized debt discounts. Debt discounts
represent the deficiency of the fair value of debt under the principal value of debt assumed in various
acquisitions. The debt discounts are being amortized into interest expense over the term of the related
debt in a manner which approximates the effective interest method.
The debt discounts as of December 31, 2024 consisted of the following:
Property Pledged as Collateral
Arrowhead Towne Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$27,552
Lakewood Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,723
Los Cerritos Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,521
South Plains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,130
$75,926
The mortgage notes payable balances also include unamortized deferred finance costs that are
amortized into interest expense over the remaining term of the related debt in a manner that
108
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
10. Mortgage Notes Payable: (Continued)
approximates the effective interest method. Unamortized deferred finance costs were $22,042 and
$21,148 at December 31, 2024 and 2023, respectively.
(2) The interest rate disclosed represents the effective interest rate, including the impact of debt
discounts and deferred finance costs.
(3) The monthly debt service represents the payment of principal and interest.
(4) The maturity date assumes that all extension options are fully exercised and that the Company does
not opt to refinance the debt prior to these dates. These extension options are at the Company’s
discretion, subject to certain conditions, which the Company believes will be met.
(5) On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne
Center that it did not previously own and has consolidated its 100% interest (See Note 15—
Acquisitions). In connection with the acquisition, the Company assumed the partner’s share of the
loan on the property.
(6) On November 16, 2023, the Company acquired its joint venture partner’s 49.9% interest in Freehold
Raceway Mall for $5.6 million and assumed the partner’s share of debt. The Company now owns
100% of Freehold Raceway Mall (See Note 15—Acquisitions). On June 13, 2024, the partnership
agreement between the Company and its partner was amended and as a result, the Company no
longer accounts for its investment in Chandler Fashion Center as a financing arrangement. Effective
June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity
method of accounting and the related debt has been deconsolidated (See Note 12—Financing
Arrangement and Note 16—Dispositions).
(7) On January 25, 2024, the Company replaced the existing loan with a $155,000 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.
(8) On January 20, 2023, the Company repaid $26,107 of the outstanding loan balance and exercised its
one-year extension option of the loan to January 22, 2024. The interest rate was SOFR plus 3.60%.
On January 22, 2024, the Company repaid the majority of the loan balance and the remaining $8,171
was scheduled to mature on April 21, 2024 and was paid in full on April 19, 2024.
(9) Effective October 6, 2023, the loan was in default and the Company was in negotiations with the
lender on the terms of this non-recourse loan. On March 19, 2024, the Company closed on a three-
year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%.
(10) On January 3, 2023, the Company closed on a five-year $370,000 combined refinance of Green Acres
Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90%
and matures on January 6, 2028.
(11) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Lakewood
Center that it did not previously own and has consolidated its 100% interest (See Note 15—
Acquisitions). In connection with the acquisition, the Company assumed the partner’s share of the
loan on the property.
109
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
10. Mortgage Notes Payable: (Continued)
(12) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos
Center that it did not previously own and has consolidated its 100% interest (See Note 15—
Acquisitions). In connection with the acquisition, the Company assumed the partner’s share of the
loan on the property.
(13) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new
fixed interest rate of 5.25%. The Company repaid $5,000 of the outstanding loan balance at closing.
On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance. On December 10,
2024, the Company sold The Oaks and concurrently paid off the loan balance with the net proceeds
(See Note 16—Dispositions).
(14) On October 28, 2024, the Company closed a $525,000, five-year refinance of the loan on Queens
Center. The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan
term and matures on November 6, 2029.
(15) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9,
2025, including extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and
converted to 1-month Term SOFR plus 1.52% effective July 9, 2023. The loan was covered by an
interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period
ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR
effective July 9, 2023. The interest rate cap agreement was extended with a 4% strike rate to
December 9, 2024 and was not renewed upon its maturity. Effective April 9, 2024, the loan is in
default and accrues incremental default interest of 4%. The Company is in negotiations with the
lender on the terms of this non-recourse loan.
(16) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall
that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In
connection with the acquisition, the Company assumed the partner’s share of the loan on the
property.
(17) On August 22, 2024, the Company replaced the existing loan with an $85,000 loan that bears interest
at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6,
2034.
Most of the mortgage loan agreements contain a prepayment penalty provision for the early
extinguishment of the debt.
As of December 31, 2024, all of the Company’s mortgage notes payable are secured by the properties
on which they are placed and are non-recourse to the Company.
The Company expects all loan maturities during the next twelve months will be refinanced,
restructured, extended and/or paid off from the Company’s line of credit or with cash on hand, with the
exception of Santa Monica Place as noted above.
Total interest expense capitalized during the years ended December 31, 2024, 2023 and 2022 was
$22,589, $20,531 and $10,471, respectively.
110
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
10. Mortgage Notes Payable: (Continued)
The estimated fair value (Level 2 measurement) of mortgage notes payable at December 31, 2024 and
2023 was $4,726,227 and $3,863,997, respectively, based on current interest rates for comparable loans.
Fair value was determined using a present value model and an interest rate that included a credit value
adjustment based on the estimated value of the property that serves as collateral for the underlying debt.
The future maturities of mortgage notes payable are as follows:
Year Ending December 31,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 541,392
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
949,264
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
484,098
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
733,318
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,138,441
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,145,980
4,992,493
Deferred finance cost, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22,042)
$4,970,451
The future maturities reflected above reflect the extension options that the Company believes will be
exercised.
11. Bank and Other Notes Payable:
Bank and other notes payable at December 31, 2024 and 2023 consist of the following:
Credit Facility:
Previously, the Company had a $525,000 revolving loan facility, which was scheduled to mature on
April 14, 2024. On September 11, 2023, the Company and the Operating Partnership entered into an
amended and restated credit agreement, which amended and restated their prior credit agreement, and
provides for an aggregate $650,000 revolving loan facility that matures on February 1, 2027, with a
one-year extension option. The revolving loan facility can be expanded up to $950,000, subject to receipt of
lender commitments and other conditions. Concurrently with the entry into the amended and restated
credit agreement, the Company drew $152,000 of the amount available under the revolving loan facility
and used the proceeds to repay in full amounts outstanding under its prior credit facility. All obligations
under the credit facility are guaranteed unconditionally by the Company and are secured in the form of
mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s
subsidiaries. The new credit facility bears interest, at the Operating Partnership’s option, at either the base
rate (as defined in the credit agreement) or adjusted term SOFR (as defined in the credit agreement) plus,
in both cases, an applicable margin. The applicable margin depends on the Company’s overall leverage
ratio and ranges from 1.00% to 2.50% over the selected index rate. Adjusted term SOFR is Term SOFR
(as defined in the credit agreement) plus 0.10% per annum. As of December 31, 2024 and 2023, the
borrowing rate was SOFR plus a spread of 2.35%. As of December 31, 2024 and 2023, borrowings under
the revolving loan facility were $110,000 and $105,000, respectively, less unamortized deferred finance
111
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
11. Bank and Other Notes Payable: (Continued)
costs of $11,677 and $15,452, respectively, at a total interest rate of 7.59% and 8.57%, respectively. As of
December 31, 2024, the Company’s availability under the revolving loan facility for additional borrowings
was $539,777. The estimated fair value (Level 2 measurement) of borrowings under the credit facility at
December 31, 2024 was $110,963 for the revolving loan facility based on a present value model using a
credit interest rate spread offered to the Company for comparable debt.
As of December 31, 2024 and 2023, the Company was in compliance with all applicable financial loan
covenants.
12. Financing Arrangement:
On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9%
interest in Chandler Fashion Center, a 1,401,000 square foot regional shopping center in Chandler,
Arizona, and Freehold Raceway Mall, a 1,537,000 square foot regional shopping center in Freehold, New
Jersey (collectively referred to herein as “Chandler Freehold”). As a result of the Company having certain
rights under the agreement to repurchase the assets of Chandler Freehold, the transaction did not qualify
for sale treatment. The Company, however, was not obligated to repurchase the assets. The Company
accounted for its investment in Chandler Freehold as a financing arrangement.
On November 16, 2023, the Company acquired the 49.9% ownership interest in Freehold Raceway
Mall (See Note 15—Acquisitions). As a result, Freehold Raceway Mall is no longer part of the financing
arrangement and is 100% owned by the Company. In connection with the acquisition of the 49.9%
ownership interest, the Company recorded the $5,587 purchase amount as a reduction to the financing
arrangement obligation.
On June 13, 2024, the partnership agreement between the Company and its partner was amended,
removing the specific rights that prohibited the transaction’s qualification for sale treatment. As a result,
the transaction qualified for sale treatment and the Company no longer accounts for its investment in
Chandler Fashion Center as a financing arrangement. The financing arrangement obligation was $88,721
on June 13, 2024 and was reversed and included in gain on sale of assets (See Note 16—Dispositions).
References to Chandler Freehold for the period after November 16, 2023 through June 13, 2024 shall be
deemed to only refer to Chandler Fashion Center.
The Company recognized interest expense on (i) the changes in fair value of the financing
arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net
income (loss) and (iii) any payments to the joint venture partner less than or in excess of their pro rata
share of net income.
112
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
12. Financing Arrangement: (Continued)
During the years ended December 31, 2024, 2023 and 2022 the Company recognized related party
interest (income) expense in connection with the financing arrangement as follows:
2024
2023
2022
Distributions of the partner’s share of net income . . . . . . . . . . . . . . . . . . .
$
1,565
$
2,105
$ 1,833
Distributions in excess of the partner’s share of net income . . . . . . . . . . .
966
8,807
8,669
Adjustment to fair value of financing arrangement obligation . . . . . . . . .
(13,795)
(35,118)
24,233
$ (11,264)
$ (24,206)
$34,735
The fair value (Level 3 measurement) of the financing arrangement obligation at June 13, 2024 and
December 31, 2023 was based upon a terminal capitalization rate of approximately 7.0% and 6.5%,
respectively, a discount rate at June 13, 2024 and December 31, 2023 of 8.25% and 8.0%, respectively, and
market rents per square foot of $45 to $240. The fair value of the financing arrangement obligation was
sensitive to these significant unobservable inputs and a change in these inputs could have resulted in a
significantly higher or lower fair value measurement. Distributions to the partner, excluding distributions
of excess loan proceeds, and changes in fair value of the financing arrangement obligation were recognized
as related party interest expense (income) in the Company’s consolidated statements of operations.
13. Noncontrolling Interests:
The Company allocates net income of the Operating Partnership based on the weighted-average
ownership interest during the period. The net income of the Operating Partnership that is not attributable
to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The
Company adjusts the noncontrolling interests in the Operating Partnership periodically to reflect its
ownership interest in the Company. The Company had a 96% ownership interest in the Operating
Partnership as of December 31, 2024 and 2023. The remaining 4% limited partnership interest as of
December 31, 2024 and 2023 was owned by certain of the Company’s executive officers and directors,
certain of their affiliates, and other third party investors in the form of OP Units. The OP Units may be
redeemed for shares of registered or unregistered stock or cash, at the Company’s option. The redemption
value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price
per share of the Company’s common stock, par value $0.01 per share, as reported on the New York Stock
Exchange for the ten trading days ending on the respective balance sheet date. Accordingly, as of
December 31, 2024 and 2023, the aggregate redemption value of the then-outstanding OP Units not owned
by the Company was $218,988 and $158,157, respectively.
The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in
connection with the acquisition of the Wilmorite portfolio. The common and preferred units of
MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or
shares of the Company’s stock at the Company’s option, and they are classified as permanent equity.
Included in permanent equity are outside ownership interests in various consolidated joint ventures.
The joint ventures do not have rights that require the Company to redeem the ownership interests in either
cash or stock.
113
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
14. Stockholders’ Equity:
Stock Offerings:
In connection with the commencement of an “at the market” offering program on March 26, 2021,
which is referred to as the “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 $500,000 under the 2021 ATM Program.
During the year ended December 31, 2024, the Company issued 9,401,596 shares of common stock
under the 2021 ATM Program for aggregate gross proceeds of $151,699 and net proceeds of $148,624 after
commissions and other transaction costs. The proceeds from the sales under the 2021 ATM Program were
used to pay down the Company’s revolving loan facility (See Note 11—Bank and Other Notes Payable). As
of December 31, 2024, the 2021 ATM Program was fully utilized and is no longer active.
In connection with the commencement of an “at the market” offering program on November 12,
2024, which is referred to as the “2024 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 $500,000 under the 2024 ATM Program. During
the year ended December 31, 2024, the Company issued 3,709,322 shares of common stock under the 2024
ATM Program for aggregate gross proceeds of $70,706 and net proceeds of $69,057 after commissions and
other transaction costs.
On November 27, 2024, the Company completed a public offering of 23,000,000 shares of its common
stock at a price per share of $19.75, which includes the underwriters’ full exercise of their option to
purchase an additional 3,000,000 shares, for gross proceeds of approximately $454,250. The net proceeds
of the offering were approximately $439,410 after deducting the underwriting discount and offering costs
of approximately $14,840. The Company used the proceeds from the offering, together with cash on hand,
to repay the mortgage loan secured by its Washington Square property.
Stock Buyback Program:
On February 12, 2017, the Company’s Board of Directors authorized the repurchase of up to $500,000
of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases
may be made through open market purchases, privately negotiated transactions, structured or derivative
transactions, including accelerated share repurchase transactions, or other methods of acquiring shares,
from time to time as permitted by securities laws and other legal requirements. The program is referred to
herein as the “Stock Buyback Program”.
There were no repurchases under the Stock Buyback Program during the years ended December 31,
2024, 2023 and 2022.
114
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
15. Acquisitions:
Sears Deptford Mall and Vintage Faire Mall:
On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears
parcels (Deptford Mall and Vintage Faire Mall) in the MS Portfolio LLC joint venture that it did not
previously own for a total purchase price of $24,544. Effective as of August 2, 2022, the Company now
owns and has consolidated its 100% interest in these two former Sears parcels in its consolidated financial
statements.
The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford
Mall and Vintage Faire Mall upon their consolidation on August 2, 2022:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,966
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,934
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,075
Other assets (above-market leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,664
Other accrued liabilities (below-market lease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,541)
Fair value of acquired net assets (at 100% ownership) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$48,098
MS Portfolio LLC:
On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS
Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $46,687.
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.
The following is a summary of the allocation of the fair value of the former Sears parcels at Chandler
Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington
Square:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$10,869
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39,359
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,000
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,821
Other accrued liabilities (below-market lease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,649)
Fair value of acquired net assets (at 100% ownership) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$93,400
Freehold Raceway Mall:
On November 16, 2023, the Company acquired its joint venture partner’s 49.9% ownership interest in
Freehold Raceway Mall for $5,587 and the assumption of its joint venture partner’s share of debt. The
Company now owns 100% interest of this property. 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).
115
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
15. Acquisitions: (Continued)
Fashion District Philadelphia:
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 VIE in its consolidated financial
statements (See Note 2 – Summary of Significant Accounting Policies).
Arrowhead Towne Center:
On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne
Center that it did not previously own for a total purchase price of $36,447 and the assumption of its joint
venture partner’s share of the debt on the property. Effective as of May 14, 2024, the Company now owns
and has consolidated its 100% interest in Arrowhead Towne Center.
The following is a summary of the allocation of the fair value of Arrowhead Towne Center:
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$426,097
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,307
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,973
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
451,377
Mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383,881
Discount on mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(33,062)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,439
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
360,258
Fair value of acquired net assets (at 100% ownership) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 91,119
The net assets acquired upon consolidation of Arrowhead Towne Center were initially recorded at
their relative fair values as shown in the table above. The carrying value of the property was then reduced
by the remaining negative basis of $58,683 from the equity method investment previously held by the
Company.
South Plains Mall:
On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall
that it did not previously own for no cash consideration and the assumption of its joint venture partner’s
share of the debt on the property. Effective as of May 14, 2024, the Company now owns and has
consolidated its 100% interest in South Plains Mall.
116
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
15. Acquisitions: (Continued)
The following is a summary of the allocation of the fair value of South Plains Mall:
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$183,434
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,223
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,114
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206,771
Mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200,000
Discount on mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,372)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,553
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198,181
Fair value of acquired net assets (at 100% ownership) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,590
The net assets acquired upon consolidation of South Plains Mall were initially recorded at their
relative fair values as shown in the table above. The carrying value of the property was then reduced by the
remaining negative basis of $80,750 from the equity method investment previously held by the Company.
Sears parcel at Inland Center:
On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $5,382.
Pacific Premier Retail LLC:
On October 24, 2024, the Company acquired the remaining 40% ownership interest in the Pacific
Premier Retail LLC joint venture that owns Lakewood Center, Los Cerritos Center and Washington
Square that it did not previously own for a total purchase price of $129,000 less the assumption of the
partner’s share of certain cash balances of $6,868 for a net purchase price of $122,132, and the assumption
of its joint venture partner’s share of debt on the properties. Effective as of October 24, 2024, the
Company now owns and has consolidated its 100% interest in Lakewood Center, Los Cerritos Center and
Washington Square.
117
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
15. Acquisitions: (Continued)
The following is a summary of the allocation of the fair value of Lakewood Center, Los Cerritos
Center and Washington Square:
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,526,515
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85,661
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,635
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,631,811
Mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,312,718
Discount on mortgage note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(31,119)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,711
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,309,310
Fair value of acquired net assets (at 100% ownership) . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 322,501
The net assets acquired upon consolidation of Lakewood Center, Los Cerritos Center and
Washington Square were initially recorded at their relative fair values as shown in the table above. The
carrying value of the property was then reduced by the remaining negative basis of $98,800 from the equity
method investment previously held by the Company.
On December 2, 2024, the Company paid off the remaining loan balance assumed on Washington
Square with the proceeds from the Company’s public offering on November 27, 2024 (See Note 14 –
Stockholders’ Equity) and recognized a gain on extinguishment of debt of $14,403 for the year ended
December 31, 2024.
16. Dispositions:
On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center
in Flagstaff, Arizona, for $23,500, which resulted in a gain on sale of assets of $10,349. 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 $5,634, which resulted in a gain on sale of assets of $1,903. 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 $9,500, resulting in a gain on extinguishment of debt of $8,208.
On June 13, 2024, the partnership agreement between the Company and its joint venture partner was
amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center
as a financing arrangement (See Note 12—Financing Arrangement). Effective June 13, 2024, the
Company accounts for its investment in Chandler Fashion Center under the equity method of accounting.
118
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
16. Dispositions: (Continued)
The Company recognized the following gain on sale of assets on Chandler Fashion Center:
Fair value of investment in unconsolidated joint ventures - Chandler Fashion
Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$141,291
Reversal of the financing arrangement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88,721
Deconsolidation of Chandler Fashion Center - liabilities in excess of assets . . . . . . . . .
104,273
$334,285
On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in
Harlingen, Texas for $7,100, which resulted in a gain on sale of assets of $756. The Company used the net
proceeds to pay down debt.
On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in
Des Moines, Iowa, for $4,000, which resulted in a loss on sale or write down of assets of $911. The
Company used the net proceeds to pay down debt.
On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in
Thousand Oaks, California, for $157,000, which resulted in a loss on sale or write down of assets of $6,932.
The Company used the net proceeds to pay off the $147,751 loan on the property.
For the year ended December 31, 2024, 2023 and 2022, the Company sold various land parcels in
separate transactions, resulting in gains on sale of land of $1,185, $5,592 and $22,357, respectively. The
Company used its share of the proceeds from these sales to pay down debt and for other general corporate
purposes.
17. Commitments and Contingencies:
As of December 31, 2024, the Company was contingently liable for $6,113 in letters of credit
guaranteeing performance by the Company of certain obligations relating to the Centers. The Company
does not believe that these letters of credit will result in a liability to the Company.
The Company has entered into a number of construction agreements related to its redevelopment and
development activities. Obligations under these agreements are contingent upon the completion of the
services within the guidelines specified in the relevant agreement. At December 31, 2024, the Company
had $10,722 in outstanding obligations, which it believes will be settled in the next twelve months.
18. Related Party Transactions:
Certain unconsolidated joint ventures have engaged the Management Companies to manage the
operations of the Centers. Under these arrangements, the Management Companies are reimbursed for
compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as
119
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
18. Related Party Transactions: (Continued)
insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint
ventures for the years ended December 31:
2024
2023
2022
Management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,518
$18,144
$18,208
Development and leasing fees . . . . . . . . . . . . . . . . . . . . . .
9,018
9,201
8,028
$26,536
$27,345
$26,236
Interest (income) expense from related party transactions also includes $(11,264), $(24,206) and
$34,735 for the years ended December 31, 2024, 2023 and 2022, respectively, in connection with the
Financing Arrangement (See Note 12—Financing Arrangement).
Due from affiliates includes $1,840 and $4,755 of unreimbursed costs and fees from unconsolidated
joint ventures under management agreements at December 31, 2024 and 2023, respectively.
19. Share and Unit-based Plans:
The Company has established share and unit-based compensation plans for the purpose of attracting
and retaining executive officers, directors and key employees.
2003 Equity Incentive Plan:
The 2003 Equity Incentive Plan (“2003 Plan”) authorizes the grant of stock awards, stock options,
stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights
and OP Units or other convertible or exchangeable units. As of December 31, 2024, stock awards, stock
units, LTIP Units (as defined below), stock appreciation rights (“SARs”) and stock options have been
granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the
2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance
of the Company and the employees. None of the awards have performance requirements other than a
service condition of continued employment unless otherwise provided. All awards are subject to
restrictions determined by the Company’s compensation committee. The aggregate number of shares of
common stock that may be issued under the 2003 Plan is 26,112,331 shares. As of December 31, 2024,
there were 6,967,041 shares available for issuance under the 2003 Plan.
120
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
19. Share and Unit-based Plans: (Continued)
Stock Units:
The stock units represent the right to receive upon vesting one share of the Company’s common stock
for one stock unit. The value of the stock units was determined by the market price of the Company’s
common stock on the date of the grant. The following table summarizes the activity of non-vested stock
units during the years ended December 31, 2024, 2023 and 2022:
2024
2023
2022
Units
Weighted
Average
Grant Date
Fair Value
Units
Weighted
Average
Grant Date
Fair Value
Units
Weighted
Average
Grant Date
Fair Value
Balance at beginning of year . . . . . . .
284,047
$11.79
295,054
$14.58
266,505
$19.05
Granted . . . . . . . . . . . . . . . . . . . . . .
169,878
15.28
251,738
10.92
209,146
13.43
Vested . . . . . . . . . . . . . . . . . . . . . . .
(212,347)
11.62
(262,745)
14.08
(180,597)
19.84
Forfeited . . . . . . . . . . . . . . . . . . . . .
(1,031)
15.27
—
—
—
—
Balance at end of year . . . . . . . . . . . .
240,547
$14.39
284,047
$11.79
295,054
$14.58
Long-Term Incentive Plan Units:
Under the Long-Term Incentive Plan (“LTIP”), each award recipient is issued a form of operating
partnership units (“LTIP Units”) in the Operating Partnership or form of restricted stock units (together
with the LTIP Units, the “LTI Units”). Upon the occurrence of specified events and subject to the
satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately
redeemable for common stock of the Company, or cash at the Company’s option, on a one-unit for
one-share basis. LTI Units receive cash dividends based on the dividend amount paid on the common
stock of the Company. The LTIP may include market-indexed awards, performance-based awards and
service-based awards.
The market-indexed LTI Units vest over the service period of the award based on the percentile
ranking of the Company in terms of total return to stockholders (the “Total Return”) per share of
common stock relative to the Total Return of a group of peer REITs, as measured at the end of the
measurement period. The performance-based LTI Units vest over a specified period based on the
Company’s operational performance over that period.
The fair value of the service-based LTI Units was determined by the market price of the Company’s
common stock on the date of the grant. The fair value of the market-indexed LTI Units and performance-
based LTI Units are estimated on the date of grant using a Monte Carlo Simulation model. The stock price
of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is
assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric
Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled
quantity (in this case, the stock price) to vary randomly from its current value and take any value greater
than zero. The volatilities of the returns on the share price of the Company and the peer group REITs
121
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
19. Share and Unit-based Plans: (Continued)
were estimated based on a look-back period. The expected growth rate of the stock prices over the
“derived service period” is determined with consideration of the risk free rate as of the grant date.
The Company has granted the following LTI units during the years ended December 31, 2024, 2023
and 2022:
Grant Date
Units
Type
Fair Value per
LTI Unit
Vest Date
1/1/2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
376,153
Service-based
$17.28
12/31/2024
1/1/2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
716,545
Performance-based
$15.77
12/31/2024
1,092,698
1/1/2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
577,255
Service-based
$11.26
12/31/2025
1/1/2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,030,077
Performance-based
$10.97
12/31/2025
1,607,332
2/15/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
305,129
Service-based
$17.47
12/31/2026
2/15/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
280,637
Performance-based
$17.37
12/31/2026
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138,634
Service-based
$16.41
12/31/2026
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152,346
Service-based
$16.41
3/1/2027
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,173
Service-based
$16.41
3/1/2028
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,173
Service-based
$16.41
3/1/2029
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
261,124
Performance-based
$16.18
12/31/2026
11/12/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77,399
Service-based
$19.38
11/30/2027
1,367,615
The fair value of the market-indexed LTI Units and performance-based LTI Units (Level 3) were
estimated on the date of grant using a Monte Carlo Simulation model that based on the following
assumptions:
Grant Date
Risk Free
Interest Rate
Expected
Volatility
1/1/2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.97%
70.83%
1/1/2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.21%
74.23%
2/15/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.28%
45.04%
3/1/2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.25%
45.09%
122
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
19. Share and Unit-based Plans: (Continued)
The following table summarizes the activity of the non-vested LTI Units during the years ended
December 31, 2024, 2023 and 2022:
2024
2023
2022
Units
Weighted
Average
Grant Date
Fair Value
Units
Weighted
Average
Grant Date
Fair Value
Units
Weighted
Average
Grant Date
Fair Value
Balance at beginning of year . . .
2,256,847
$12.86
2,215,167
$12.90
1,837,691
$14.14
Granted . . . . . . . . . . . . . . . . . .
1,367,615
16.96
1,607,332
11.07
1,092,698
16.29
Vested . . . . . . . . . . . . . . . . . . . .
(1,126,234)
15.25
(1,378,528)
10.94
(386,828)
15.86
Forfeited . . . . . . . . . . . . . . . . . .
(106,295)
15.77
(187,124)
12.15
(328,394)
27.64
Balance at end of year . . . . . . . .
2,391,933
$13.95
2,256,847
$12.86
2,215,167
$12.90
Stock Options:
The following table summarizes the activity of vested stock options for the years ended December 31,
2024, 2023 and 2022:
2024
2023
2022
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Balance at beginning of year . . . . . . . . . . . . . . .
26,371
$54.56
26,371
$54.56
37,515
$54.34
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
$
—
—
—
(11,144)
53.82
Balance at end of year . . . . . . . . . . . . . . . . . . . .
26,371
$54.56
26,371
$54.56
26,371
$54.56
Directors’ Phantom Stock Plan:
The Directors’ Phantom Stock Plan offers non-employee members of the board of directors
(“Directors”) the opportunity to defer their cash compensation and to receive that compensation in
common stock rather than in cash after termination of service or a predetermined period. Compensation
generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are
generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing
the present value of the deferred compensation by the average fair market value of the Company’s
common stock at the date of award. Compensation expense related to the phantom stock awards was
determined by the amortization of the value of the stock units on a straight-line basis over the applicable
service period. The stock units (including dividend equivalents) vest as the Directors’ services (to which the
fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a
one-unit for one-share basis. To the extent elected by a Director, stock units receive dividend equivalents
in the form of additional stock units based on the dividend amount paid on the common stock. The
123
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
19. Share and Unit-based Plans: (Continued)
aggregate number of phantom stock units that may be granted under the Directors’ Phantom Stock Plan is
650,000. As of December 31, 2024, there were 169,758 stock units available for grant under the Directors’
Phantom Stock Plan.
The following table summarizes the activity of the non-vested phantom stock units for the years ended
December 31, 2024, 2023 and 2022:
2024
2023
2022
Stock
Units
Weighted
Average
Grant Date
Fair Value
Stock
Units
Weighted
Average
Grant Date
Fair Value
Stock
Units
Weighted
Average
Grant Date
Fair Value
Balance at beginning of year . . . . . . . . . .
17,043
$14.19
34,039
$14.19
—
$
—
Granted . . . . . . . . . . . . . . . . . . . . . . . .
6,157
16.01
6,513
11.48
61,420
14.35
Vested . . . . . . . . . . . . . . . . . . . . . . . . .
(19,290)
17.65
(23,509)
13.44
(27,381)
14.55
Forfeited . . . . . . . . . . . . . . . . . . . . . . .
(3,910)
16.43
—
—
—
—
Balance at end of year . . . . . . . . . . . . . . .
—
$
—
17,043
$14.19
34,039
$14.19
Employee Stock Purchase Plan (“ESPP”):
The ESPP authorizes eligible employees to purchase the Company’s common stock through voluntary
payroll deductions made during periodic offering periods. Under the ESPP, common stock is purchased at
a 15% discount from the lesser of the fair value of common stock at the beginning and end of the offering
period. A maximum of 1,791,117 shares of common stock is available for purchase under the ESPP. The
number of shares available for future purchase under the plan at December 31, 2024 was 406,633.
Compensation:
The following summarizes the compensation cost under the share and unit-based plans for the years
ended December 31, 2024, 2023 and 2022:
2024
2023
2022
Stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,359
$ 3,150
$ 3,110
LTI units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,353
12,599
18,611
Phantom stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276
316
398
$13,988
$16,065
$22,119
The Company capitalized share and unit-based compensation costs of $1,857, $2,899 and $4,481 for
the years ended December 31, 2024, 2023 and 2022, respectively.
The fair value of the stock units that vested during the years ended December 31, 2024, 2023 and 2022
was $3,317, $2,736 and $2,349, respectively. Unrecognized compensation costs of share and unit-based
plans at December 31, 2024 consisted of $12,781 from LTI Units and $1,597 from stock units.
124
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
20. Employee Benefit Plans:
401(k) Plan:
The Company has a defined contribution retirement plan that covers its eligible employees (the
“Plan”). The Plan is a defined contribution retirement plan covering eligible employees of the Macerich
Property Management Company, LLC and participating affiliates. In accordance with the Plan, the
Company makes matching contributions equal to 100 percent of the first three percent of compensation
deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant.
During the years ended December 31, 2024, 2023 and 2022, these matching contributions made by the
Company were $3,644, $3,593 and $3,206, respectively. Contributions and matching contributions to the
Plan by the plan sponsor and/or participating affiliates are recognized as an expense of the Company in the
period that they are made.
Deferred Compensation Plans:
The Company has established deferred compensation plans under which executives and key
employees of the Company may elect to defer receiving a portion of their cash compensation otherwise
payable in one calendar year until a later year. The Company may, as determined by the Board of
Directors in its sole discretion prior to the beginning of the plan year, credit a participant’s account with a
matching amount equal to a percentage of the participant’s deferral. The Company contributed $492, $463
and $429 to the plans during the years ended December 31, 2024, 2023 and 2022, respectively.
Contributions are recognized as compensation in the periods they are made.
21. Income Taxes:
For income tax purposes, distributions paid to common stockholders consist of ordinary income,
capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following
table details the components of the distributions, on a per share basis, for the years ended December 31,
2024, 2023 and 2022:
2024(1)
2023(2)
2022(3)
Ordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
—% $0.36
53.0% $0.49
79.2%
Capital gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.36
52.9% 0.32
47.0% 0.06
9.9%
Return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.32
47.1%
—
—% 0.07
10.9%
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$0.68
100.0% $0.68
100.0% $0.62
100.0%
(1) The 2024 capital gains are treated as “unrecaptured Section 1250 gains.”
(2) The 2023 ordinary income is treated as “qualified REIT dividends” for purposes of Section 199A of
the Code and the 2023 capital gains are treated as “unrecaptured Section 1250 gains.”
(3) 54.5% of the 2022 ordinary income is treated as “qualified REIT dividends” for purposes of
Section 199A of the Code and 45.5% of the 2022 ordinary income is treated as “qualified dividend
income” for purposes of Section 1(h)(11) of the Code.
125
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
21. Income Taxes: (Continued)
The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other
than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and
future years, were made pursuant to Section 856(l) of the Code.
The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are as
follows:
2024
2023
2022
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$ —
$
—
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,300
494
(705)
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,300
$494
$(705)
The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are
reconciled to the amount computed by applying the Federal Corporate tax rate as follows:
2024
2023
2022
Book loss for TRSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,893
$ 7,671
$ 2,718
Tax at statutory rate on earnings from continuing
operations before income taxes . . . . . . . . . . . . . . . . . . . .
$ 2,078
$ 1,611
$
571
State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
266
220
(116)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,044)
(1,337)
(1,160)
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,300
$
494
$ (705)
The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred
tax assets at December 31, 2024 and 2023 are summarized as follows:
2024
2023
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,533
$12,740
Property, primarily differences in depreciation and amortization,
the tax basis of land assets and treatment of certain other costs . .
11,992
10,396
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
799
888
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$25,324
$24,024
The net operating loss (“NOL”) carryforwards for NOLs generated through the 2017 tax year are
scheduled to expire through 2037, beginning in 2031. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs
generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief
and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and
Jobs Act, for NOLs generated in 2018, 2019 and 2020.
For the years ended December 31, 2024, 2023 and 2022 there were no unrecognized tax benefits.
126
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
21. Income Taxes: (Continued)
The Company is required to establish a valuation allowance for any portion of the deferred tax asset
that the Company concludes is more likely than not to be unrealizable. The Company’s assessment
considers all evidence, both positive and negative, including the nature, frequency and severity of any
current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax
liabilities, tax planning strategies and projected future taxable income in making this assessment. As of
December 31, 2024, the Company had no valuation allowance recorded.
The tax years 2021 through 2023 remain open to examination by the taxing jurisdictions to which the
Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will
materially change within the next 12 months.
22. Segment Reporting:
The Company operates as one operating segment and 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’s CODM is the chief executive officer, who
reviews financial information presented on a consolidated basis. The CODM assesses performance for the
Company’s single reportable segment and decides how to allocate resources based on consolidated net
income (see the Consolidated Statements of Operations). The Company’s objective in making resource
allocation decisions is to optimize the consolidated financial results.
The accounting policies of the Company’s single reportable segment are the same as those described
in the summary of significant accounting policies. As the Company’s operations comprise of a single
reporting segment, the measure of segment assets is reported in the accompanying consolidated balance
sheets as “Total assets.” Consolidated net income, which is reported in the accompanying Consolidated
Statements of Operations as “Net loss attributable to the Company” is the measure of segment profit or
loss that is most consistent with GAAP that is regularly reviewed by the CODM. Consolidated net income
is used by the CODM in assessing the performance of the segment and the significant segment expenses
are listed on the accompanying Consolidated Statements of Operations.
23. Subsequent Events:
On February 14, 2025, the Company announced a dividend/distribution of $0.17 per share for
common stockholders and OP Unit holders of record on March 4, 2025. All dividends/distributions will be
paid 100% in cash on March 18, 2025.
127
THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2024
(Dollars in thousands)
Initial Cost to Company
Cost
Capitalized
Subsequent to
Acquisition, net
of (impairments)
Gross Amount at Which Carried at Close of Period
Accumulated
Depreciation
Total Cost
Net of
Accumulated
Depreciation
Shopping Centers/Entities
Land
Building and
Improvements
Equipment
and
Furnishings
Land
Building and
Improvements
Equipment
and
Furnishings
Construction
in Progress
Total
Arrowhead Towne Center . . . . . . . . . . . . . $ 57,388
$ 310,026
$
—
$
2,428
$ 57,388
$ 312,254
$
200
$
—
$ 369,842
$
5,409
$ 364,433
Danbury Fair Mall . . . . . . . . . . . . . . . . . . . 130,367
316,951
—
133,439
142,751
426,218
11,233
555
580,757
215,315
365,442
Desert Sky Mall . . . . . . . . . . . . . . . . . . . . . .
9,447
37,245
12
7,791
6,843
43,038
4,614
—
54,495
20,429
34,066
Eastland Mall . . . . . . . . . . . . . . . . . . . . . . .
22,050
151,605
—
17,154
20,810
167,398
2,601
—
190,809
65,811
124,998
Fashion District Philadelphia . . . . . . . . . .
38,402
293,112
—
(240,024)
11,484
78,295
447
1,264
91,490
—
91,490
Fashion Outlets of Chicago . . . . . . . . . . . .
—
—
—
282,162
40,575
237,361
4,226
—
282,162
101,581
180,581
Fashion Outlets of Niagara Falls USA . . .
18,581
210,139
—
(162,881)
6,961
58,537
266
75
65,839
4,828
61,011
Freehold Raceway Mall . . . . . . . . . . . . . . . 164,986
362,841
—
125,568
168,098
474,692
9,086
1,519
653,395
270,215
383,180
Fresno Fashion Fair . . . . . . . . . . . . . . . . . .
17,966
72,194
—
63,850
17,966
132,609
3,435
—
154,010
86,233
67,777
Green Acres Mall . . . . . . . . . . . . . . . . . . . . 156,640
321,034
—
241,153
173,294
458,699
12,197
74,637
718,827
191,426
527,401
Inland Center . . . . . . . . . . . . . . . . . . . . . . .
8,321
83,550
—
48,231
10,226
113,940
812
15,124
140,102
47,750
92,352
Kings Plaza Shopping Center . . . . . . . . . . 209,041
485,548
20,000
294,435
203,994
708,505
66,739
29,786
1,009,024
268,928
740,096
La Cumbre Plaza . . . . . . . . . . . . . . . . . . . . .
18,122
21,492
—
(23,211)
7,813
8,549
41
—
16,403
471
15,932
Lakewood Center . . . . . . . . . . . . . . . . . . . . 119,530
166,367
—
(677)
119,530
165,662
28
—
285,220
1,004
284,216
Los Cerritos Center . . . . . . . . . . . . . . . . . . 142,844
419,012
—
2,533
161,924
402,336
129
—
564,389
2,543
561,846
Macerich Management Co. . . . . . . . . . . . .
1,150
10,475
26,562
9,812
3,878
20,330
23,651
140
47,999
24,518
23,481
MACWH, LP . . . . . . . . . . . . . . . . . . . . . . .
—
25,771
—
(759)
—
25,012
—
—
25,012
13,176
11,836
NorthPark Mall . . . . . . . . . . . . . . . . . . . . . .
7,746
74,661
—
10,974
6,714
84,596
1,401
670
93,381
38,965
54,416
Pacific View . . . . . . . . . . . . . . . . . . . . . . . . .
8,697
8,696
—
139,313
7,854
147,312
1,540
—
156,706
98,880
57,826
Prasada . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,615
—
—
18,714
—
25,329
—
—
25,329
6,845
18,484
Queens Center . . . . . . . . . . . . . . . . . . . . . . 251,474
1,039,922
—
89,635
256,786
1,116,183
7,308
754
1,381,031
266,962
1,114,069
Santa Monica Place . . . . . . . . . . . . . . . . . .
26,400
105,600
—
176,614
39,730
172,419
801
95,664
308,614
12,513
296,101
SanTan Adjacent Land . . . . . . . . . . . . . . . .
29,414
—
—
9,883
26,902
3,442
—
8,953
39,297
71
39,226
SanTan Village Regional Center . . . . . . . .
7,827
—
—
231,839
5,921
230,573
3,069
103
239,666
135,597
104,069
SouthPark Mall . . . . . . . . . . . . . . . . . . . . . .
7,035
38,215
—
(9,879)
2,763
32,089
519
—
35,371
20,774
14,597
South Plains Mall . . . . . . . . . . . . . . . . . . . .
13,274
89,410
—
1,613
12,586
68,949
33
22,729
104,297
1,572
102,725
Stonewood Center . . . . . . . . . . . . . . . . . . .
4,948
302,527
—
18,534
4,935
319,123
1,928
23
326,009
96,753
229,256
Superstition Springs Center . . . . . . . . . . . .
10,928
112,718
—
15,203
10,928
125,119
2,802
—
138,849
44,222
94,627
The Macerich Partnership, L.P. . . . . . . . .
—
2,534
—
4,178
—
1,738
4,756
218
6,712
353
6,359
Valley Mall . . . . . . . . . . . . . . . . . . . . . . . . .
16,045
26,098
—
13,902
13,805
41,761
479
—
56,045
21,684
34,361
Valley River Center . . . . . . . . . . . . . . . . . .
24,854
147,715
—
38,027
24,854
183,728
1,915
99
210,596
98,309
112,287
Victor Valley, Mall of . . . . . . . . . . . . . . . . .
15,700
75,230
—
60,733
20,080
129,709
1,874
—
151,663
76,916
74,747
Vintage Faire Mall . . . . . . . . . . . . . . . . . . .
14,902
60,532
—
66,871
17,647
122,767
1,704
187
142,305
90,714
51,591
128
THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation (Continued)
December 31, 2024
(Dollars in thousands)
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition, net
of (impairments)
Gross Amount at Which Carried at Close of Period
Accumulated
Depreciation
Total Cost
Net of
Accumulated
Depreciation
Shopping Centers/Entities
Land
Building and
Improvements
Equipment
and
Furnishings
Land
Building and
Improvements
Equipment
and
Furnishings
Construction
in Progress
Total
Washington Square . . . . . . . . . . . . . . . .
83,708
496,254
—
816
87,262
493,491
25
—
580,778
2,754
578,024
Wilton Mall . . . . . . . . . . . . . . . . . . . . . .
19,743
67,855
—
(62,458)
8,533
16,199
407
1
25,140
312
24,828
Other freestanding stores . . . . . . . . . . .
47,083
111,936
—
1,416
12,461
70,583
304
77,087
160,435
11,848
148,587
Other land and development
properties . . . . . . . . . . . . . . . . . . . . . .
37,850
—
—
(24,869)
—
6,679
—
6,302
12,981
2,186
10,795
$1,749,078
$6,047,265
$46,574
$1,602,063
$1,713,296
$7,225,224
$170,570
$335,890
$9,444,980
$2,347,867
$7,097,113
See accompanying report of independent registered public accounting firm.
129
THE MACERICH COMPANY
Schedule III—Real Estate and Accumulated Depreciation (Continued)
December 31, 2024
(Dollars in thousands)
Depreciation of the Company’s investment in buildings and improvements reflected in the
consolidated statements of operations are calculated over the estimated useful lives of the assets as follows:
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 40 years
Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 7 years
Equipment and furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 - 7 years
The changes in total real estate assets for the three years ended December 31, 2024 are as follows:
2024
2023
2022
Balances, beginning of year . . . . . . . . . . . . . . . .
$ 8,710,352
$8,920,580
$8,847,550
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,072,258
257,160
156,445
Dispositions, impairments and retirements . . .
(1,337,630)
(467,388)
(83,415)
Balances, end of year . . . . . . . . . . . . . . . . . . . . . .
$ 9,444,980
$8,710,352
$8,920,580
The aggregate cost of the property included in the table above for federal income tax purposes was
$10,288,600 (unaudited) at December 31, 2024.
The changes in accumulated depreciation for the three years ended December 31, 2024 are as follows:
2024
2023
2022
Balances, beginning of year . . . . . . . . . . . . . . . . .
$2,809,863
$2,792,790
$2,563,344
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
269,020
265,140
271,494
Dispositions, impairments and retirements . . . .
(731,016)
(248,067)
(42,048)
Balances, end of year . . . . . . . . . . . . . . . . . . . . . .
$2,347,867
$2,809,863
$2,792,790
See accompanying report of independent registered public accounting firm.
130
EXHIBIT INDEX
Exhibit
Number
Description
2.1
Master Agreement, dated November 14, 2014, by and among Pacific Premier Retail LLC,
MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV
GP LLC, 1700480 Ontario Inc. and the Company (incorporated by reference as an exhibit to
the Company’s Current Report on Form 8-K, event date November 14, 2014).
3.1
Articles of Amendment and Restatement of the Company (incorporated by reference as an
exhibit to the Company’s Registration Statement on Form S-11, as amended (No. 33-68964))
(Filed in paper—hyperlink is not required pursuant to Rule 105 of Regulation S-T).
3.1.1
Articles Supplementary of the Company (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date May 30, 1995) (Filed in paper—
hyperlink is not required pursuant to Rule 105 of Regulation S-T).
3.1.2
Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by
reference as an exhibit to the Company’s 1998 Form 10-K).
3.1.3
Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by
reference as an exhibit to the Company’s Current Report on Form 8-K, event date July 26,
2002).
3.1.4
Articles Supplementary of the Company (incorporated by reference as an exhibit to the
Company’s Registration Statement on Form S-3, as amended (No. 333-88718)).
3.1.5
Articles of Amendment of the Company (declassification of Board) (incorporated by
reference as an exhibit to the Company’s 2008 Form 10-K).
3.1.6
Articles Supplementary of the Company (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date February 5, 2009).
3.1.7
Articles of Amendment of the Company (increased authorized shares) (incorporated by
reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009).
3.1.8
Articles of Amendment of the Company (to eliminate the supermajority vote requirement to
amend the charter and to clarify a reference in Article NINTH) (incorporated by reference as
an exhibit to the Company’s Current Report on Form 8-K, event date May 30, 2014).
3.1.9
Articles Supplementary (election to be subject to Section 3-803 of the Maryland General
Corporation Law) (incorporated by reference as an exhibit to the Company’s Current Report
on Form 8-K, event date March 17, 2015).
3.1.10
Articles Supplementary (designation of Series E Preferred Stock) (incorporated by reference
as an exhibit to the Company’s Current Report on Form 8-K, event date March 18, 2015).
3.1.11
Articles Supplementary (reclassification of Series E Preferred Stock to preferred stock)
(incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K,
event date May 7, 2015).
3.1.12
Articles Supplementary (repeal of election to be subject to Section 3-803 of the Maryland
General Corporation Law (incorporated by reference as an exhibit to the Company’s Current
Report on Form 8-K, event date May 28, 2015).
3.1.13
Articles Supplementary (opting out of provisions of Subtitle 8 of Title 3 of the Maryland
General Corporate Law (MUTA Provisions)) (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date April 24, 2019).
131
Exhibit
Number
Description
3.1.14
Articles of Amendment of the Company (increased authorized shares) (incorporated by
reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 28,
2021).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to
the Company’s Current Report on Form 8-K, event date January 26, 2023).
4.1
Description of the Company’s Securities (incorporated by reference as an exhibit to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023).
4.2
Form of Common Stock Certificate (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, as amended, event date November 10, 1998).
4.3
Form of Preferred Stock Certificate (Series D Preferred Stock) (incorporated by reference as
an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-107063)).
10.1
Amended and Restated Limited Partnership Agreement for the Operating Partnership dated
as of March 16, 1994 (incorporated by reference as an exhibit to the Company’s 1996
Form 10-K).
10.1.1
Amendment to Amended and Restated Limited Partnership Agreement for the Operating
Partnership dated June 27, 1997 (incorporated by reference as an exhibit to the Company’s
Current Report on Form 8-K, event date June 20, 1997).
10.1.2
Amendment to Amended and Restated Limited Partnership Agreement for the Operating
Partnership dated November 16, 1997 (incorporated by reference as an exhibit to the
Company’s 1997 Form 10-K).
10.1.3
Fourth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated February 25, 1998 (incorporated by reference as an exhibit to
the Company’s 1997 Form 10-K).
10.1.4
Fifth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated February 26, 1998 (incorporated by reference as an exhibit to
the Company’s 1997 Form 10-K).
10.1.5
Sixth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated June 17, 1998 (incorporated by reference as an exhibit to the
Company’s 1998 Form 10-K).
10.1.6
Seventh Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated December 23, 1998 (incorporated by reference as an exhibit to
the Company’s 1998 Form 10-K).
10.1.7
Eighth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated November 9, 2000 (incorporated by reference as an exhibit to
the Company’s 2000 Form 10-K).
10.1.8
Ninth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated July 26, 2002 (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date July 26, 2002).
10.1.9
Tenth Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated October 26, 2006 (incorporated by reference as an exhibit to the
Company’s 2006 Form 10-K).
132
Exhibit
Number
Description
10.1.10
Eleventh Amendment to Amended and Restated Limited Partnership Agreement for the
Operating Partnership dated as of March 16, 2007 (incorporated by reference as an exhibit to
the Company’s Current Report on Form 8-K, event date March 16, 2007).
10.1.11
Twelfth Amendment to the Amended and Restated Limited Partnership Agreement of the
Operating Partnership dated as of April 30, 2009 (incorporated by reference as an exhibit to
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
10.1.12
Thirteenth Amendment to the Amended and Restated Limited Partnership Agreement of the
Operating Partnership dated as of October 29, 2009 (incorporated by reference as an exhibit
to the Company’s 2009 Form 10-K).
10.1.13
Fourteenth Amendment to Amended and Restated Limited Partnership Agreement of the
Operating Partnership dated as of April 14, 2021 (incorporated by reference as an exhibit to
the Company’s 2021 Form 10-K).
10.1.14
Form of Fifteenth Amendment to Amended and Restated Limited Partnership Agreement
for the Operating Partnership (incorporated by reference as an exhibit to the Company’s
Current Report on Form 8-K, event date April 25, 2005).
10.2 #
Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by
reference as an exhibit to the Company’s 2003 Form 10-K).
10.2.1 #
Amendment Number 1 to Amended and Restated Deferred Compensation Plan for
Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company’s 2008
Form 10-K).
10.2.2 #
Amendment Number 2 to Amended and Restated Deferred Compensation Plan for
Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
10.2.3 #
Amendment Number 3 to Amended and Restated Deferred Compensation Plan for
Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.3 #
Amended and Restated Deferred Compensation Plan for Senior Executives (2003)
(incorporated by reference as an exhibit to the Company’s 2003 Form 10-K).
10.3.1 #
Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior
Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company’s 2008
Form 10-K).
10.3.2 #
Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Senior
Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company’s
Quarterly Report on Form 10—Q for the quarter ended June 30, 2011).
10.3.3 #
Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior
Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.4 #
Eligible Directors’ Deferred Compensation/Phantom Stock Plan (as amended and restated as
of January 1, 2023) (incorporated by reference as an exhibit to the Company’s 2022 Form
10-K).
133
Exhibit
Number
Description
10.5 #
Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January
1, 2016) (incorporated by reference as an exhibit to the Company’s 2015 Form 10-K).
10.6
Deferred Compensation Plan Amended and Restated Trust Agreement between the
Company and Wells Fargo Bank, National Association, effective as of June 17, 2019
(incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2019).
10.7
Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace
Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola (incorporated by
reference as an exhibit to the Company’s 1994 Form 10-K) (Filed in paper—hyperlink is not
required pursuant to Rule 105 of Regulation S-T).
10.8
Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership,
the Company and Taubman Realty Group Limited Partnership (Registration rights assigned
by Taubman to three assignees) (incorporated by reference as an exhibit to the Company’s
2003 Form 10-K).
10.9
Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference
as an exhibit to the Company’s 1994 Form 10-K) (Filed in paper—hyperlink is not required
pursuant to Rule 105 of Regulation S-T).
10.10
Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by
reference as an exhibit to the Company’s 1997 Form 10-K).
10.11
Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by
reference as an exhibit to the Company’s 1997 Form 10-K).
10.12
Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by
reference as an exhibit to the Company’s 1997 Form 10-K).
10.13
List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by
reference as an exhibit to the Company’s 1997 Form 10-K).
10.14
Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between
the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as
an exhibit to the Company’s 1998 Form 10-K).
10.15 #
Form of Indemnification Agreement between the Company and its executive officers and
directors (incorporated by reference as an exhibit to the Company’s 2008 Form 10-K).
10.16
Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated
by reference as an exhibit to the Company’s Current Report on Form 8-K, event date July 26,
2002).
10.16.1
List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to
the Company’s Current Report on Form 8-K, event date July 26, 2002).
10.17
Amended and Restated Credit Agreement, dated as of September 11, 2023, by and among the
Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors,
Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche
Bank Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and BMO
Bank N.A., as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities
Inc. and JPMorgan Chase Bank, N.A. as co-syndication agents, Goldman Sachs Bank USA
and TD Securities Inc., as co-documentation agents, and various lenders party thereto
(incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K,
event date September 11, 2023).
134
Exhibit
Number
Description
10.18
Amended and Restated Unconditional Guaranty, dated as of September 11, 2023, by the
Company in favor of Deutsche Bank AG New York Branch, as administrative agent
(incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K,
event date September 11, 2023).
10.19
Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date April 25, 2005).
10.20 #
The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 31,
2023 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K,
event date May 31, 2023).
10.20.1 #
Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award
Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the
Company’s 2010 Form 10-K).
10.21 #
The Macerich Company Employee Stock Purchase Plan (as amended and restated effective
June 1, 2021) (incorporated by reference as an exhibit to the Company’s Current Report on
8-K, event date May 28, 2021).
10.21.1 #
First Amendment to the Macerich Company Employee Stock Purchase Plan (incorporated by
reference as an exhibit to the Company’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on May 30, 2024).
10.22 #
The Macerich Company Amended and Restated Severance Pay Plan effective as of March 1,
2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2024).
10.23 #
Employment Agreement Renewal between the Company and Thomas E. O’Hern, effective
June 8, 2021 (incorporated by reference as an exhibit to the Company’s Current Report on
Form 8-K, event date June 11, 2021).
10.24
2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP dated as of
April 25, 2005 (incorporated by reference as an exhibit to the Company’s Current Report on
Form 8-K, event date April 25, 2005).
10.25
Registration Rights Agreement dated as of April 25, 2005 among the Company and the
persons names on Exhibit A thereto (incorporated by reference as an exhibit to the
Company’s Current Report on Form 8-K, event date April 25, 2005).
10.26 #
Employment Agreement between the Company and Jackson Hsieh, effective as of March 1,
2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2024).
10.27 #
The Macerich Company Sign-On LTIP Inducement Unit Award Agreement (Service-Based)
between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by reference as
an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2024).
10.28 #
The Macerich Company 2024 LTIP Inducement Unit Award Agreement (Service-Based)
between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by reference as
an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2024).
135
Exhibit
Number
Description
10.29 #
The Macerich Company 2024 LTIP Inducement Unit Award Agreement (Performance-
Based) between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by
reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2024).
10.30 #
Letter Agreement between the Company and Edward C. Coppola, dated February 2, 2024
(incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2024).
10.31 #
Employment Agreement between the Company and Daniel E. Swanstrom II, effective as of
October 31, 2024.
10.32 #
Consulting Agreement between the Company and Scott Kingsmore, dated December 31, 2024
19
The Macerich Company Insider Trading Policy
21.1
List of Subsidiaries
23.1
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
31.1
Section 302 Certification of Jackson Hsieh, Chief Executive Officer and Director
31.2
Section 302 Certification of Daniel E. Swanstrom II, Chief Financial Officer
32.1**
Section 906 Certifications of Jackson Hsieh and Daniel E. Swanstrom II
97
The Macerich Company Compensation Recovery Policy (incorporated by reference as an
exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31,
2023).
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy
extension information contained in Exhibits 101.*).
#
Represents a management contract, or compensatory plan, contract or arrangement required to be
filed pursuant to Regulation S-K.
**
Furnished herewith.
136
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on February 28, 2025.
THE MACERICH COMPANY
By
/S/ JACKSON HSIEH
Jackson Hsieh
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Capacity
Date
/S/ JACKSON HSIEH
Jackson Hsieh
Chief Executive Officer and Director
(Principal Executive Officer)
February 28, 2025
/S/ ERIC K. BRANDT
Eric K. Brandt
Director
February 28, 2025
/S/ STEVEN R. HASH
Steven R. Hash
Chairman of Board of Directors
February 28, 2025
/S/ ENRIQUE HERNANDEZ, JR.
Enrique Hernandez, Jr.
Director
February 28, 2025
/S/ DANIEL J. HIRSCH
Daniel J. Hirsch
Director
February 28, 2025
/S/ DIANA M. LAING
Diana M. Laing
Director
February 28, 2025
/S/ MARIANNE LOWENTHAL
Marianne Lowenthal
Director
February 28, 2025
137
Signature
Capacity
Date
/S/ DEVIN I. MURPHY
Devin I. Murphy
Director
February 28, 2025
/S/ ANDREA M. STEPHEN
Andrea M. Stephen
Director
February 28, 2025
/S/ DANIEL E. SWANSTROM II
Daniel E. Swanstrom II
Senior Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
February 28, 2025
/S/ CHRISTOPHER J. ZECCHINI
Christopher J. Zecchini
Senior Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
February 28, 2025
138
Exhibit 21.1
LIST OF SUBSIDIARIES
801-GALLERY ASSOCIATES, L.P., a Pennsylvania limited partnership
801-GALLERY C-3 ASSOCIATES, L.P., a Delaware limited partnership
801-GALLERY GP, LLC, a Pennsylvania limited liability company
801 MARKET VENTURE GP LLC, a Delaware limited liability company
AM TYSONS LLC, a Delaware limited liability company
BROOKLYN KINGS PLAZA LLC, a Delaware limited liability company
CAM-CARSON LLC, a Delaware limited liability company
COOLIDGE HOLDING LLC, an Arizona limited liability company
CORTE MADERA VILLAGE, LLC, a Delaware limited liability company
DANBURY MALL, LLC, a Delaware limited liability company
DESERT SKY MALL LLC, a Delaware limited liability company
EAST MESA MALL, L.L.C., a Delaware limited liability company
FASHION OUTLETS II LLC, a Delaware limited liability company
FASHION OUTLETS OF CHICAGO EXPANSION LLC, a Delaware limited liability company
FASHION OUTLETS OF CHICAGO LLC, a Delaware limited liability company
FIFTH WALL VENTURES, L.P., a Delaware limited partnership
FIFTH WALL VENTURES II, L.P., a Cayman Islands limited partnership
FIFTH WALL VENTURES RETAIL FUND, L.P., a Delaware limited partnership
FOC ADJACENT LLC, a Delaware limited liability company
FREE RACE MALL REST., L.P., a New Jersey limited partnership
FREEHOLD CHANDLER HOLDINGS LP, a Delaware limited partnership
GOODYEAR PERIPHERAL LLC, an Arizona limited liability company
GREEN ACRES ADJACENT LLC, a Delaware limited liability company
HPP-MAC WSP, LLC, a Delaware limited liability company
KIERLAND COMMONS INVESTMENT LLC, a Delaware limited liability company
KINGS PLAZA ENERGY LLC, a Delaware limited liability company
KINGS PLAZA GROUND LEASE LLC, a Delaware limited liability company
MACERICH ARIZONA MANAGEMENT LLC, a Delaware limited liability company
MACERICH ARIZONA PARTNERS LLC, an Arizona limited liability company
MACERICH BUENAVENTURA LIMITED PARTNERSHIP, a Delaware limited partnership
MACERICH FARGO ASSOCIATES, a California general partnership
MACERICH DEPTFORD ADJACENT LLC, a Delaware limited liability company
139
MACERICH FRESNO ADJACENT LP, a Delaware limited partnership
MACERICH FRESNO LIMITED PARTNERSHIP, a California limited partnership
MACERICH HHF BROADWAY PLAZA LLC, a Delaware limited liability company
MACERICH HHF CENTERS LLC, a Delaware limited liability company
MACERICH HOLDINGS LLC, a Delaware limited liability company
MACERICH INLAND LP, a Delaware limited partnership
MACERICH INVESTMENTS LLC, a Delaware limited liability company
MACERICH JANSS MARKETPLACE HOLDINGS LLC, a Delaware limited liability company
MACERICH LA CUMBRE 9.45 AC LLC, a Delaware limited liability company
MACERICH LA CUMBRE GP LLC, a Delaware limited liability company
MACERICH LA CUMBRE LP, a Delaware limited partnership
MACERICH MANAGEMENT COMPANY, a California corporation
MACERICH NB FREEHOLD LLC, a Delaware limited liability company
MACERICH NIAGARA LLC, a Delaware limited liability company
MACERICH NORTH PARK MALL LLC, a Delaware limited liability company
MACERICH PARTNERS OF COLORADO LLC, a Colorado limited liability company
MACERICH PPR CORP., a Maryland corporation
MACERICH PROPERTY MANAGEMENT COMPANY, LLC, a Delaware limited liability company
MACERICH SMP LP, a Delaware limited partnership
MACERICH SOUTH PARK MALL LLC, a Delaware limited liability company
MACERICH STONEWOOD, LLC, a Delaware limited liability company
MACERICH TYSONS LLC, a Delaware limited liability company
MACERICH VALLEY RIVER CENTER LLC, a Delaware limited liability company
MACERICH VICTOR VALLEY LP, a Delaware limited partnership
MACERICH VINTAGE FAIRE ADJACENT LLC, a Delaware limited liability company
MACERICH VINTAGE FAIRE LIMITED PARTNERSHIP, a Delaware limited partnership
MACJ, LLC, a Delaware limited liability company
MACPT LLC, a Delaware limited liability company
MACW FREEHOLD, LLC, a Delaware limited liability company
MACWH, LP, a Delaware limited partnership
MACW MALL MANAGEMENT, INC., a New York corporation
MACW PROPERTY MANAGEMENT, LLC, a New York limited liability company
MACW TYSONS, LLC, a Delaware limited liability company
MP PS LLC, a Delaware limited liability company
140
MS DANBURY LLC, a Delaware limited liability company
MS PORTFOLIO LLC, a Delaware limited liability company
MVRC HOLDING LLC, a Delaware limited liability company
NEW RIVER ASSOCIATES LLC, a Delaware limited liability company
ONE SCOTTSDALE INVESTORS LLC, a Delaware limited liability company
PACIFIC PREMIER RETAIL LLC, a Delaware limited liability company
PM GALLERY LP, a Delaware limited partnership
PROPCOR II ASSOCIATES, LLC, an Arizona limited liability company
PV LAND SPE, LLC, a Delaware limited liability company
PV LAND II SPE, LLC, a Delaware limited liability company
PV RESIDENTIAL I SPE, LLC, a Delaware limited liability company
PV RETAIL I SPE, LLC, a Delaware limited liability company
PV RETAIL II SPE, LLC, a Delaware limited liability company
QUEENS CENTER REIT LLC, a Delaware limited liability company
QUEENS CENTER SPE LLC, a Delaware limited liability company
SCOTTSDALE FASHION SQUARE PARTNERSHIP, an Arizona general partnership
SM EASTLAND MALL, LLC, a Delaware limited liability company
SM VALLEY MALL, LLC, a Delaware limited liability company
THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership
THE WESTCOR COMPANY LIMITED PARTNERSHIP, an Arizona limited partnership
THE WESTCOR COMPANY II LIMITED PARTNERSHIP, an Arizona limited partnership
TM TRS HOLDING COMPANY LLC, a Delaware limited liability company
TYSONS CORNER LLC, a Virginia limited liability company
TYSONS CORNER HOTEL I LLC, a Delaware limited liability company
TYSONS CORNER PROPERTY HOLDINGS II LLC, a Delaware limited liability company
TYSONS CORNER PROPERTY LLC, a Virginia limited liability company
VALLEY STREAM GREEN ACRES LLC, a Delaware limited liability company
WESTCOR/GOODYEAR, L.L.C., an Arizona limited liability company
WESTCOR/PARADISE RIDGE, L.L.C., an Arizona limited liability company
WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership
WESTCOR SANTAN ADJACENT LLC, a Delaware limited liability company
WESTCOR SANTAN VILLAGE LLC, a Delaware limited liability company
WESTCOR SURPRISE RSC LLC, an Arizona limited liability company
WESTCOR SURPRISE RSC II LLC, an Arizona limited liability company
141
WESTCOR SURPRISE WCW LLC, an Arizona limited liability company
WESTCOR/SURPRISE LLC, an Arizona limited liability company
WILTON MALL, LLC, a Delaware limited liability company
WMAP, L.L.C., a Delaware limited liability company
142
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-273707,
333-107063 and 333-121630) on Form S-3 and (Nos. 333-00584, 333-42309, 333-42303, 333-69995,
333-108193, 333-120585, 333-161371, 333-186915, 333-211816, 333-256832, 333-272464, 333-270005,
333-277503 and 333-279830) on Form S-8 of our reports dated February 28, 2025, with respect to the
consolidated financial statements of The Macerich Company and the effectiveness of internal control over
financial reporting.
/s/ KPMG LLP
Los Angeles, California
February 28, 2025
143
Exhibit 31.1
SECTION 302 CERTIFICATION
I, Jackson Hsieh, certify that:
1.
I have reviewed this report on Form 10-K for the year ended December 31, 2024 of The Macerich
Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
/s/ JACKSON HSIEH
Date: February 28, 2025
Chief Executive Officer and Director
144
Exhibit 31.2
SECTION 302 CERTIFICATION
I, Daniel E. Swanstrom II, certify that:
1.
I have reviewed this report on Form 10-K for the year ended December 31, 2024 of The Macerich
Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
/S/ DANIEL E. SWANSTROM II
Date: February 28, 2025
Senior Executive Vice President and
Chief Financial Officer
145
Exhibit 32.1
THE MACERICH COMPANY (The Company)
WRITTEN STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned, Jackson Hsieh and Daniel E. Swanstrom II, the Chief Executive Officer and Chief
Financial Officer, respectively, of The Macerich Company (the “Company”), pursuant to 18 U.S.C. §1350,
each hereby certify that, to the best of his knowledge:
(i)
the Annual Report on Form 10-K for the year ended December 31, 2024 of the Company (the
“Report”) fully complies with the requirements of Section 13(a) and 15(d) of the Securities
Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: February 28, 2025
/s/ JACKSON HSIEH
Chief Executive Officer and Director
/s/ DANIEL E. SWANSTROM II
Senior Executive Vice President and
Chief Financial Officer
146
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FORWARD-LOOKING STATEMENT
Information set forth in this document and the accompanying materials contains “forward-looking statements”
(within the meaning of the federal securities laws, Section 27A of the Securities Act and Section 21E of the Exchange
Act) which can be identified by the use of words such as “will,” “expects,” “anticipates,” “assumes,” “believes,”
“estimated,” “guidance,” “projects,” “scheduled” and similar expressions that do not relate to historical matters,
and include expectations regarding the Company’s future operational results, the Company’s Path Forward
Plan and its ability to meet the goals established under such plan, as well as the Company’s beliefs regarding
its development, redevelopment and expansion activities and its acquisition, disposition and other strategies.
You 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 to vary materially from those anticipated, expected or projected. Such factors include, among others,
general industry, as well as global, national, regional and local economic and business conditions, including the
impact of tariffs and elevated interest rates and inflation, 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
its impact on the financial condition and results of operations of the Company, including as a result of any
increased borrowing costs on the Company’s outstanding floating-rate debt and defaults on mortgage loans,
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 elevated inflation, supply chain disruptions and construction
delays), acquisitions and dispositions; adverse impacts from any 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 directed to the Company’s
various filings with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2024,
for a discussion of such risks and uncertainties, which discussion is 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.
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