Investments in Unconsolidated Joint Ventures:

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

On June 4, 2014, the Company acquired the remaining 49% ownership interest in Cascade Mall, a 589,000 square foot regional shopping center in Burlington, Washington, that it did not previously own for a cash payment of $15,233. The Company purchased Cascade Mall from its joint venture partner in Pacific Premier Retail LP. The cash payment was funded by borrowings under the Company's line of credit. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method of accounting. 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 to redevelop Fashion Outlets of Philadelphia at Market East, a 1,376,000 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 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.

On November 13, 2014, the Company formed a joint venture to develop a 500,000 square foot outlet center at Candlestick Point in San Francisco, California. In connection with the formation of the joint venture, the Company issued a note receivable for $65,130 to its joint venture partner that bears interest at LIBOR plus 2.0% and matures upon the completion of certain milestones in connection with the development of Candlestick Point (See Note 16—Related Party Transactions).

On November 14, 2014, the Company acquired the remaining 49% ownership interest that it did not previously own in two separate joint ventures, Pacific Premier Retail LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,284,000 square foot regional shopping center in Cerritos, California; Queens Center, a 962,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,444,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPRLP Queens Portfolio"). The total consideration of $1,838,886 was funded by the direct issuance of $1,166,777 of common stock of the Company (See Note 12—Stockholders' Equity) and the assumption of the third party's pro rata share of the mortgage notes payable on the properties of $672,109. Prior to the acquisition, the Company had accounted for its investment in these joint ventures under the equity method of accounting. Since the date of acquisition, the Company has included the PPRLP Queens Portfolio in its consolidated financial statements (See Note 13—Acquisitions).

On November 20, 2014, the Company purchased a 45% interest in 443 North Wabash Avenue, a 65,000 square foot undeveloped site adjacent to the Company's joint venture in The Shops at North Bridge in Chicago, Illinois, for a cash payment of $18,900. The cash payment was funded by borrowings under the Company's line of credit.

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, a 933,000 square foot regional shopping center in San Bernardino, California, that it did not previously own for $51,250. The purchase price was funded by a cash payment of $26,250 and the assumption of the third party's share of the mortgage note payable on the property of $25,000. Concurrent with the purchase of the joint venture interest, the Company paid off the $50,000 mortgage note payable on the property. The cash payment was funded by borrowings under the Company's line of credit. Prior to the acquisition, the Company had accounted for its investment in Inland Center under the equity method of accounting. Since the date of acquisition, the Company has included Inland Center in its consolidated financial statements (See Note 13—Acquisitions).

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

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:



	March 31, 2015			December 31, 2014
Assets(1):
Properties, net	$	2,939,033		$	2,967,878
Other assets	210,689			208,726
Total assets	$	3,149,722		$	3,176,604
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	1,972,066		$	2,038,379
Other liabilities	188,704			195,766
Company's capital	513,153			489,349
Outside partners' capital	475,799			453,110
Total liabilities and partners' capital	$	3,149,722		$	3,176,604
Investments in unconsolidated joint ventures:
Company's capital	$	513,153		$	489,349
Basis adjustment(3)	464,776			464,826
	$	977,929		$	954,175

Assets—Investments in unconsolidated joint ventures	$	1,006,652		$	984,132
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(28,723		)	(29,957		)
	$	977,929		$	954,175


(1)	These amounts include the assets of Tysons Corner Center of $338,546 and $341,931 as of March 31, 2015 and December 31, 2014, respectively, and liabilities of Tysons Corner Center of $866,832 and $871,933 as of March 31, 2015 and December 31, 2014, respectively.

(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 March 31, 2015 and December 31, 2014, a total of $6,500 and $33,540, respectively, could become recourse debt to the Company. As of March 31, 2015 and December 31, 2014, the Company had an indemnity agreement from a joint venture partner for $3,250 and $16,770, respectively, of the guaranteed amount.

Included in mortgage notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $603,651 and $606,263 as of March 31, 2015 and December 31, 2014, 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 $8,508 and $9,724 for the three months ended March 31, 2015 and 2014, 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 $420 and $1,424 for the three months ended March 31, 2015 and 2014, 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 March 31, 2015
Revenues:
Minimum rents	$	—		$	17,028	$	50,494		$	67,522
Percentage rents	—			329		1,294			1,623
Tenant recoveries	—			12,262		20,101			32,363
Other	—			593		6,997			7,590
Total revenues	—			30,212		78,886			109,098
Expenses:
Shopping center and operating expenses	—			9,948		32,230			42,178
Interest expense	—			8,129		12,254			20,383
Depreciation and amortization	—			5,450		24,220			29,670
Total operating expenses	—			23,527		68,704			92,231
Net income	$	—		$	6,685	$	10,182		$	16,867
Company's equity in net income	$	—		$	3,006	$	5,268		$	8,274
Three Months Ended March 31, 2014
Revenues:
Minimum rents	$	26,080		$	16,278	$	55,899		$	98,257
Percentage rents	659			424		968			2,051
Tenant recoveries	11,740			11,894		25,111			48,745
Other	1,077			687		7,855			9,619
Total revenues	39,556			29,283		89,833			158,672
Expenses:
Shopping center and operating expenses	11,131			10,159		33,880			55,170
Interest expense	10,098			7,830		19,571			37,499
Depreciation and amortization	8,798			4,602		21,523			34,923
Total operating expenses	30,027			22,591		74,974			127,592
Loss on sale or write down of assets, net	(86		)	—		(18		)	(104		)
Net income	$	9,443		$	6,692	$	14,841		$	30,976
Company's equity in net income	$	4,268		$	1,758	$	7,743		$	13,769

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