Investments in Unconsolidated Joint Ventures:

The Company has made the following recent investments and dispositions relating to its unconsolidated joint ventures:

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185,000, resulting in a gain on the sale of assets of $89,157 to the joint venture. The Company's share of the gain was $44,424, which was included in equity in income of unconsolidated joint ventures. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,150 to the joint venture. The Company's share of the gain was $28,127, which was included in equity in income of unconsolidated joint ventures. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127,000, resulting in a gain on the sale of assets of $38,447 to the joint venture. The Company's share of the gain was $18,251, which was included in equity in income of unconsolidated joint ventures. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. This transaction is referred to herein as the "Camelback Colonnade Restructuring." Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements (See Note 13—Acquisitions).

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60,900, resulting in a gain on the sale of assets of $6,243 to the joint venture. The Company's share of the gain was $3,121, which was included in equity in income from joint ventures. The cash proceeds from the sale were used to pay off the $51,657 mortgage loan on the property and the remaining $9,243, net of closing costs, was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center, a 1,082,000 square foot regional shopping center in Mesa, Arizona, that it did not own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Center under the equity method. Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements (See Note 13—Acquisitions).

On June 4, 2014, the Company acquired the remaining 49.0% ownership interest in Cascade Mall, a 593,000 square foot regional shopping center in Burlington, Washington, that it did not own for a cash payment of $15,233. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LP. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method. Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements (See Note 13—Acquisitions).

On July 30, 2014, the Company formed a joint venture with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,405,000 square foot regional shopping center in Philadelphia, Pennsylvania. The Company invested $106,800 for a 50% interest in the joint venture, which was funded by borrowings under its line of credit.

On August 28, 2014, the Company sold its 30% ownership interest in Wilshire Boulevard, a 40,000 square foot freestanding store in Santa Monica, California, for a total sales price of $17,100, resulting in a gain on the sale of assets of $9,033, which was included in gain (loss) on remeasurement, sale or write down of assets, net. The sales price was funded by a cash payment of $15,386 and the assumption of the Company's share of the mortgage note payable on the property of $1,714. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:



	September 30, 2014			December 31, 2013
Assets(1):
Properties, net	$	3,798,082		$	3,435,737
Other assets	305,649			295,719
Total assets	$	4,103,731		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	3,420,951		$	3,518,215
Other liabilities	242,861			202,444
Company's capital (deficit)	200,943			(25,367		)
Outside partners' capital	238,976			36,164
Total liabilities and partners' capital	$	4,103,731		$	3,731,456
Investments in unconsolidated joint ventures:
Company's capital (deficit)	$	200,943		$	(25,367	)
Basis adjustment(3)	472,808			474,658
	$	673,751		$	449,291

Assets—Investments in unconsolidated joint ventures	$	927,424		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(253,673		)	(252,192		)
	$	673,751		$	449,291


(1)	These amounts include the assets and liabilities of the following joint ventures as of September 30, 2014 and December 31, 2013:



	Pacific Premier Retail LP		Tysons Corner LLC
As of September 30, 2014:
Total Assets	$	736,872	$	340,973
Total Liabilities	$	813,400	$	873,896
As of December 31, 2013:
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

(2)

Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of September 30, 2014 and December 31, 2013, a total of $33,540 could become recourse debt to the Company. As of September 30, 2014 and December 31, 2013, the Company had an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $703,589 and $712,455 as of September 30, 2014 and December 31, 2013, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense on these borrowings was $9,645 and $7,920 for the three months ended September 30, 2014 and 2013, respectively, and $28,992 and $21,717 for the nine months ended September 30, 2014 and 2013, respectively.

(3)

The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $948 and $3,860 for the three months ended September 30, 2014 and 2013, respectively, and $3,227 and $9,753 for the nine months ended September 30, 2014 and 2013, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LP			Tysons Corner LLC			Other Joint Ventures			Total
Three Months Ended September 30, 2014
Revenues:
Minimum rents	$	25,095		$	15,542		$	61,522		$	102,159
Percentage rents	653			115			3,683			4,451
Tenant recoveries	11,495			11,757			26,235			49,487
Other	962			678			9,523			11,163
Total revenues	38,205			28,092			100,963			167,260
Expenses:
Shopping center and operating expenses	9,959			9,694			37,384			57,037
Interest expense	9,643			8,107			17,651			35,401
Depreciation and amortization	8,199			5,162			24,006			37,367
Total operating expenses	27,801			22,963			79,041			129,805
Loss on remeasurement, sale or write down of assets, net	(732		)	—			(6		)	(738		)
Net income	$	9,672		$	5,129		$	21,916		$	36,717
Company's equity in net income	$	4,379		$	988		$	11,568		$	16,935
Three Months Ended September 30, 2013
Revenues:
Minimum rents	$	27,426		$	15,344		$	59,940		$	102,710
Percentage rents	572			(12		)	2,938			3,498
Tenant recoveries	12,115			11,304			28,361			51,780
Other	1,086			510			8,143			9,739
Total revenues	41,199			27,146			99,382			167,727
Expenses:
Shopping center and operating expenses	12,231			9,818			35,926			57,975
Interest expense	10,251			3,801			21,062			35,114
Depreciation and amortization	9,067			4,568			22,688			36,323
Total operating expenses	31,549			18,187			79,676			129,412
Gain (loss) on remeasurement, sale or write down of assets, net	38,432			—			(328		)	38,104
Gain on extinguishment of debt	—			14			—			14
Net income	$	48,082		$	8,973		$	19,378		$	76,433
Company's equity in net income	$	21,567		$	2,919		$	10,675		$	35,161



	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures			Total
Nine Months Ended September 30, 2014
Revenues:
Minimum rents	$	76,829		$	47,516	$	173,710		$	298,055
Percentage rents	1,862			719		7,915			10,496
Tenant recoveries	34,614			35,140		75,606			145,360
Other	3,652			2,294		25,821			31,767
Total revenues	116,957			85,669		283,052			485,678
Expenses:
Shopping center and operating expenses	31,772			29,374		101,522			162,668
Interest expense	29,572			23,590		56,717			109,879
Depreciation and amortization	25,747			14,520		66,768			107,035
Total operating expenses	87,091			67,484		225,007			379,582
Loss on remeasurement, sale or write down of assets, net	(7,044		)	—		(66		)	(7,110		)
Net income	$	22,822		$	18,185	$	57,979		$	98,986
Company's equity in net income	$	9,865		$	4,357	$	30,385		$	44,607
Nine Months Ended September 30, 2013
Revenues:
Minimum rents	$	91,779		$	46,526	$	180,870		$	319,175
Percentage rents	2,155			734		7,176			10,065
Tenant recoveries	40,555			34,025		82,261			156,841
Other	3,980			2,080		26,923			32,983
Total revenues	138,469			83,365		297,230			519,064
Expenses:
Shopping center and operating expenses	40,948			26,819		106,887			174,654
Interest expense	33,118			7,825		66,108			107,051
Depreciation and amortization	30,697			13,499		67,808			112,004
Total operating expenses	104,763			48,143		240,803			393,709
Gain on remeasurement, sale or write down of assets, net	182,781			—		373			183,154
Gain on extinguishment of debt	—			14		—			14
Net income	$	216,487		$	35,236	$	56,800		$	308,523
Company's equity in net income	$	105,684		$	12,957	$	26,836		$	145,477

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