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% ownership 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 1,294,000 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). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in the PPR Portfolio under the equity method of accounting.

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 $104,297. 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). Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in Arrowhead Towne Center under the equity method of accounting.

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 853,000 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 $340,745. The sales price was funded by a cash payment of $478,608 and the assumption of a pro rata share of the mortgage notes 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. Upon completion of the sale of the ownership interest, the Company no longer has a controlling interest in the joint venture due to the substantive participation rights of the outside partner. Accordingly, the Company accounts for its investment in the MAC Heitman Portfolio under the equity method of accounting.

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 purchase price of $660,000. The Company funded its pro rata share of the purchase price of $330,000 from 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:



	June 30, 2016			December 31, 2015
Assets(1):
Properties, net	$	9,235,308		$	6,334,442
Other assets	603,631			507,718
Total assets	$	9,838,939		$	6,842,160
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	5,098,835		$	3,607,588
Other liabilities	435,191			355,634
Company's capital	2,348,081			1,585,796
Outside partners' capital	1,956,832			1,293,142
Total liabilities and partners' capital	$	9,838,939		$	6,842,160
Investments in unconsolidated joint ventures:
Company's capital	$	2,348,081		$	1,585,796
Basis adjustment(3)	(602,972		)	(77,701		)
	$	1,745,109		$	1,508,095

Assets—Investments in unconsolidated joint ventures	$	1,766,330		$	1,532,552
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(21,221		)	(24,457		)
	$	1,745,109		$	1,508,095


(1)	These amounts include the assets of $3,225,172 and $3,283,702 of Pacific Premier Retail LLC as of June 30, 2016 and December 31, 2015, respectively, and liabilities of $1,909,943 and $1,938,241 of Pacific Premier Retail LLC as of June 30, 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 June 30, 2016 and December 31, 2015, a total of $5,000 could become recourse debt to the Company. As of June 30, 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 $269,350 and $460,872 as of June 30, 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 $4,992 and $8,083 for the three months ended June 30, 2016 and 2015, respectively, and $11,358 and $16,591 for the six months ended June 30, 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 $4,669 and $260 for the three months ended June 30, 2016 and 2015, respectively, and $9,126 and $160 for the six months ended June 30, 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 June 30, 2016
Revenues:
Minimum rents	$	31,474		$	119,664	$	151,138
Percentage rents	343			2,624		2,967
Tenant recoveries	11,919			46,652		58,571
Other	689			12,752		13,441
Total revenues	44,425			181,692		226,117
Expenses:
Shopping center and operating expenses	9,314			58,930		68,244
Interest expense	16,055			31,266		47,321
Depreciation and amortization	26,796			60,764		87,560
Total operating expenses	52,165			150,960		203,125
Gain on sale or write down of assets, net	—			5		5
Net (loss) income	$	(7,740	)	$	30,737	$	22,997
Company's equity in net (loss) income	$	(1,730	)	$	16,346	$	14,616
Three Months Ended June 30, 2015
Revenues:
Minimum rents	$	—		$	71,303	$	71,303
Percentage rents	—			2,807		2,807
Tenant recoveries	—			31,340		31,340
Other	—			6,843		6,843
Total revenues	—			112,293		112,293
Expenses:
Shopping center and operating expenses	—			37,481		37,481
Interest expense	—			19,397		19,397
Depreciation and amortization	—			33,099		33,099
Total operating expenses	—			89,977		89,977
Gain on sale or write down of assets, net	—			423		423
Net income	$	—		$	22,739	$	22,739
Company's equity in net income	$	—		$	9,094	$	9,094



	Pacific Premier Retail LLC (1)			Other Joint Ventures		Total
Six Months Ended June 30, 2016
Revenues:
Minimum rents	$	62,057		$	226,037	$	288,094
Percentage rents	1,102			4,377		5,479
Tenant recoveries	23,895			90,095		113,990
Other	3,527			23,104		26,631
Total revenues	90,581			343,613		434,194
Expenses:
Shopping center and operating expenses	19,100			112,228		131,328
Interest expense	31,269			59,004		90,273
Depreciation and amortization	54,880			117,297		172,177
Total operating expenses	105,249			288,529		393,778
Net (loss) income	$	(14,668	)	$	55,084	$	40,416
Company's equity in net (loss) income	$	(2,974	)	$	29,250	$	26,276
Six Months Ended June 30, 2015
Revenues:
Minimum rents	$	—		$	138,825	$	138,825
Percentage rents	—			4,430		4,430
Tenant recoveries	—			63,703		63,703
Other	—			14,433		14,433
Total revenues	—			221,391		221,391
Expenses:
Shopping center and operating expenses	—			79,659		79,659
Interest expense	—			39,780		39,780
Depreciation and amortization	—			62,769		62,769
Total operating expenses	—			182,208		182,208
Gain on sale or write down of assets, net	—			423		423
Net income	$	—		$	39,606	$	39,606
Company's equity in net income	$	—		$	17,368	$	17,368

_______________________________________________________________________________


(1)	These amounts exclude the results of operations from January 1, 2015 to June 30, 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.