Investments in Unconsolidated Joint Ventures:

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

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 $101,629. 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 847,000 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 $340,734. 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 1,001,000 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 and for general corporate purposes.

On March 17, 2017, the Company's joint venture in Country Club Plaza sold an office building for $78,000, resulting in a gain on sale of assets of $4,580. The Company's pro rata share of the gain on the sale of assets of $2,290 was included in equity in income from joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 12—Stockholders' Equity).

On September 18, 2017, the Company's joint venture in Fashion District Philadelphia sold an office building for $61,500, resulting in a gain on sale of assets of $13,426. The Company's pro rata share of the gain on the sale of assets of $6,713 was included in equity in income from joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 12—Stockholders' Equity).

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, 2017			December 31, 2016
Assets(1):
Property, net	$	9,058,868		$	9,176,642
Other assets	655,905			614,607
Total assets	$	9,714,773		$	9,791,249
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	5,311,238		$	5,224,713
Other liabilities	438,235			403,369
Company's capital	2,166,954			2,279,819
Outside partners' capital	1,798,346			1,883,348
Total liabilities and partners' capital	$	9,714,773		$	9,791,249
Investments in unconsolidated joint ventures:
Company's capital	$	2,166,954		$	2,279,819
Basis adjustment(3)	(566,917		)	(584,887		)
	$	1,600,037		$	1,694,932

Assets—Investments in unconsolidated joint ventures	$	1,688,606		$	1,773,558
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(88,569		)	(78,626		)
	$	1,600,037		$	1,694,932


(1)	These amounts include the assets of $3,120,534 and $3,179,255 of Pacific Premier Retail LLC (the "PPR Portfolio") as of September 30, 2017 and December 31, 2016, respectively, and liabilities of $1,878,719 and $1,887,952 of the PPR Portfolio as of September 30, 2017 and December 31, 2016, respectively.

(2)

Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $484,716 and $265,863 as of September 30, 2017 and December 31, 2016, 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 $4,903 and $2,775 for the three months ended September 30, 2017 and 2016, respectively, and $12,992 and $14,133 for the nine months ended September 30, 2017 and 2016, 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 $4,227 and $4,988 for the three months ended September 30, 2017 and 2016, respectively, and $12,451 and $14,114 for the nine months ended September 30, 2017 and 2016, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	PPR Portfolio			Other Joint Ventures			Total
Three Months Ended September 30, 2017
Revenues:
Minimum rents	$	35,052		$	123,663		$	158,715
Percentage rents	903			3,953			4,856
Tenant recoveries	12,015			47,841			59,856
Other	1,713			12,329			14,042
Total revenues	49,683			187,786			237,469
Expenses:
Shopping center and operating expenses	10,591			60,394			70,985
Interest expense	16,890			33,214			50,104
Depreciation and amortization	25,449			62,958			88,407
Total operating expenses	52,930			156,566			209,496
Gain on sale or write down of assets, net	—			13,426			13,426
Net (loss) income	$	(3,247	)	$	44,646		$	41,399
Company's equity in net income	$	620		$	23,373		$	23,993
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



	PPR Portfolio			Other Joint Ventures			Total
Nine Months Ended September 30, 2017
Revenues:
Minimum rents	$	100,633		$	373,931		$	474,564
Percentage rents	1,854			7,817			9,671
Tenant recoveries	34,827			141,875			176,702
Other	4,141			36,857			40,998
Total revenues	141,455			560,480			701,935
Expenses:
Shopping center and operating expenses	30,062			181,475			211,537
Interest expense	50,291			98,469			148,760
Depreciation and amortization	76,527			187,927			264,454
Total operating expenses	156,880			467,871			624,751
(Loss) gain on sale or write down of assets, net	(35		)	18,005			17,970
Net (loss) income	$	(15,460	)	$	110,614		$	95,154
Company's equity in net (loss) income	$	(1,376	)	$	58,148		$	56,772
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

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