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.

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.

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).

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).

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 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 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.

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)


	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)

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