Investments in Unconsolidated Joint Ventures:

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

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, an 867,000 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).

On April 30, 2015, the Company entered into a 50/50 joint venture with Sears to own nine freestanding stores located at Arrowhead Towne Center, Chandler Fashion Center, Danbury Fair Mall, Deptford Mall, Freehold Raceway Mall, Los Cerritos Center, South Plains Mall, Vintage Faire Mall and Washington Square. The Company invested $150,000 for a 50% ownerhsip interest in the joint venture, which was funded by borrowings under the Company's line of credit.

On October 30, 2015, the Company sold a 40% ownership interest in Pacific Premier Retail LLC (the "PPR Portfolio"), which owns Lakewood Center, a 2,075,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,296,000 square foot regional shopping center in Cerritos, California; South Plains Mall, a 1,127,000 square foot regional shopping center in Lubbock, Texas; and Washington Square, a 1,442,000 square foot regional shopping center in Portland, Oregon, for a total sales price of $1,258,643, resulting in a gain on the sale of assets of $311,194. The sales price was funded by a cash payment of $545,643 and the assumption of a pro rata share of the mortgage notes payable on the properties of $713,000. The Company used the cash proceeds from the sales to pay down its line of credit and for general corporate purposes, which included funding the ASR and Special Dividend (See Note 12—Stockholders' Equity).

On January 6, 2016, the Company sold a 40% ownership interest in Arrowhead Towne Center, a 1,197,000 square foot regional shopping center in Glendale, Arizona, for $289,496, resulting in a gain on the sale of assets of $104,293. The sales price was funded by a cash payment of $129,496 and the assumption of a pro rata share of the mortgage note payable on the property of $160,000. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes, which included funding the Special Dividend (See Note 12—Stockholders' Equity).

On January 14, 2016, the Company formed a joint venture, whereby the Company sold a 49% ownership interest in Deptford Mall, a 1,040,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,432,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 852,000 square foot regional shopping center in Boulder, Colorado (the "MAC Heitman Portfolio"), for $771,478, resulting in a gain on the sale of assets of $340,741. The sales price was funded by a cash payment of $478,608 and the assumption of a pro rata share of the mortgage note payable on the properties of $292,870. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 1, 2016, the Company, through a 50/50 joint venture, acquired Country Club Plaza, a 1,300,000 square foot regional shopping center in Kansas City, Missouri for a total purchase price of $660,000. The Company funded its pro rata share of the purchase price of $330,000 with borrowings under its line of credit. On March 28, 2016, the joint venture placed a $320,000 loan on the property that bears interest at an effective rate of 3.88% and matures on April 1, 2026. The Company used its pro rata share of the proceeds to pay down its line of credit.

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, 2016			December 31, 2015
Assets(1):
Properties, net	$	9,246,945		$	6,334,442
Other assets	621,668			507,718
Total assets	$	9,868,613		$	6,842,160
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	4,926,654		$	3,607,588
Other liabilities	442,846			355,634
Company's capital	2,435,483			1,585,796
Outside partners' capital	2,063,630			1,293,142
Total liabilities and partners' capital	$	9,868,613		$	6,842,160
Investments in unconsolidated joint ventures:
Company's capital	$	2,435,483		$	1,585,796
Basis adjustment(3)	(611,962		)	(77,701		)
	$	1,823,521		$	1,508,095

Assets—Investments in unconsolidated joint ventures	$	1,844,516		$	1,532,552
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(20,995		)	(24,457		)
	$	1,823,521		$	1,508,095


(1)	These amounts include the assets of $3,258,293 and $3,283,702 of Pacific Premier Retail LLC as of March 31, 2016 and December 31, 2015, respectively, and liabilities of $1,919,760 and $1,938,241 of Pacific Premier Retail LLC as of March 31, 2016 and December 31, 2015, 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, 2016 and December 31, 2015, a total of $5,000 could become recourse debt to the Company. As of March 31, 2016 and December 31, 2015, the Company had an indemnity agreement from a joint venture partner for $2,500 of the guaranteed amount.

Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $458,843 and $460,872 as of March 31, 2016 and December 31, 2015, 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 $6,366 and $8,508 for the three months ended March 31, 2016 and 2015, 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 $4,457 and $420 for the three months ended March 31, 2016 and 2015, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LLC (1)			Other Joint Ventures			Total
Three Months Ended March 31, 2016
Revenues:
Minimum rents	$	30,583		$	106,373		$	136,956
Percentage rents	759			1,753			2,512
Tenant recoveries	11,976			43,443			55,419
Other	2,838			10,352			13,190
Total revenues	46,156			161,921			208,077
Expenses:
Shopping center and operating expenses	9,786			53,298			63,084
Interest expense	15,214			27,738			42,952
Depreciation and amortization	28,084			56,533			84,617
Total operating expenses	53,084			137,569			190,653
Loss on sale or write down of assets, net	—			(5		)	(5		)
Net (loss) income	$	(6,928	)	$	24,347		$	17,419
Company's equity in net (loss) income	$	(1,244	)	$	12,904		$	11,660
Three Months Ended March 31, 2015
Revenues:
Minimum rents	$	—		$	67,522		$	67,522
Percentage rents	—			1,623			1,623
Tenant recoveries	—			32,363			32,363
Other	—			7,590			7,590
Total revenues	—			109,098			109,098
Expenses:
Shopping center and operating expenses	—			42,178			42,178
Interest expense	—			20,383			20,383
Depreciation and amortization	—			29,670			29,670
Total operating expenses	—			92,231			92,231
Net income	$	—		$	16,867		$	16,867
Company's equity in net income	$	—		$	8,274		$	8,274

_______________________________________________________________________________


(1)	These amounts exclude the results of operations from January 1, 2015 to March 31, 2015, as Pacific Premier Retail LLC was wholly-owned during that period. On October 30, 2015, as a result of the PPR Portfolio transaction discussed above, Pacific Premier Retail LLC was converted from wholly-owned to an unconsolidated joint venture.

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