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 1,296,000 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 1,441,000 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 sale 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 $104,259. 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 1,039,000 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 851,000 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 1,246,000 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:



	September 30, 2016			December 31, 2015
Assets(1):
Properties, net	$	9,176,646		$	6,334,442
Other assets	646,943			507,718
Total assets	$	9,823,589		$	6,842,160
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	5,237,130		$	3,607,588
Other liabilities	431,838			355,634
Company's capital	2,274,914			1,585,796
Outside partners' capital	1,879,707			1,293,142
Total liabilities and partners' capital	$	9,823,589		$	6,842,160
Investments in unconsolidated joint ventures:
Company's capital	$	2,274,914		$	1,585,796
Basis adjustment(3)	(599,268		)	(77,701		)
	$	1,675,646		$	1,508,095

Assets—Investments in unconsolidated joint ventures	$	1,753,524		$	1,532,552
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(77,878		)	(24,457		)
	$	1,675,646		$	1,508,095


(1)	These amounts include the assets of $3,211,370 and $3,283,702 of Pacific Premier Retail LLC as of September 30, 2016 and December 31, 2015, respectively, and liabilities of $1,908,533 and $1,938,241 of Pacific Premier Retail LLC as of September 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 September 30, 2016 and December 31, 2015, a total of $5,000 could become recourse debt to the Company. As of September 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 $267,200 and $460,872 as of September 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 $2,775 and $6,385 for the three months ended September 30, 2016 and 2015, respectively, and $14,133 and $22,976 for the nine months ended September 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 $4,988 and $3,348 for the three months ended September 30, 2016 and 2015, respectively, and $14,114 and $3,188 for the nine months ended September 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 September 30, 2016
Revenues:
Minimum rents	$	33,332		$	121,109		$	154,441
Percentage rents	1,117			4,228			5,345
Tenant recoveries	11,933			48,540			60,473
Other	987			11,697			12,684
Total revenues	47,369			185,574			232,943
Expenses:
Shopping center and operating expenses	9,897			61,335			71,232
Interest expense	16,688			32,126			48,814
Depreciation and amortization	27,091			70,030			97,121
Total operating expenses	53,676			163,491			217,167
Loss on sale or write down of assets, net	—			(343		)	(343		)
Net (loss) income	$	(6,307	)	$	21,740		$	15,433
Company's equity in net (loss) income	$	(871	)	$	12,132		$	11,261
Three Months Ended September 30, 2015
Revenues:
Minimum rents	$	—		$	75,853		$	75,853
Percentage rents	—			3,561			3,561
Tenant recoveries	—			32,260			32,260
Other	—			8,688			8,688
Total revenues	—			120,362			120,362
Expenses:
Shopping center and operating expenses	—			43,350			43,350
Interest expense	—			19,025			19,025
Depreciation and amortization	—			34,653			34,653
Total operating expenses	—			97,028			97,028
Gain on sale or write down of assets, net	—			3,573			3,573
Loss on extinguishment of debt	—			(3		)	(3		)
Net income	$	—		$	26,904		$	26,904
Company's equity in net income	$	—		$	10,817		$	10,817



	Pacific Premier Retail LLC (1)			Other Joint Ventures			Total
Nine Months Ended September 30, 2016
Revenues:
Minimum rents	$	95,389		$	347,146		$	442,535
Percentage rents	2,219			8,605			10,824
Tenant recoveries	35,828			138,635			174,463
Other	4,514			34,801			39,315
Total revenues	137,950			529,187			667,137
Expenses:
Shopping center and operating expenses	28,997			173,563			202,560
Interest expense	47,957			91,130			139,087
Depreciation and amortization	81,971			187,327			269,298
Total operating expenses	158,925			452,020			610,945
Loss on sale or write down of assets, net	—			(343		)	(343		)
Net (loss) income	$	(20,975	)	$	76,824		$	55,849
Company's equity in net (loss) income	$	(3,845	)	$	41,382		$	37,537
Nine Months Ended September 30, 2015
Revenues:
Minimum rents	$	—		$	214,678		$	214,678
Percentage rents	—			7,991			7,991
Tenant recoveries	—			95,963			95,963
Other	—			23,121			23,121
Total revenues	—			341,753			341,753
Expenses:
Shopping center and operating expenses	—			123,009			123,009
Interest expense	—			58,805			58,805
Depreciation and amortization	—			97,422			97,422
Total operating expenses	—			279,236			279,236
Gain on sale or write down of assets, net	—			3,996			3,996
Loss on extinguishment of debt	—			(3		)	(3		)
Net income	$	—		$	66,510		$	66,510
Company's equity in net income	$	—		$	28,185		$	28,185

_______________________________________________________________________________


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