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 LLC. 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 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 LLC and Queens JV LP, which together owned five Centers: 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; Queens Center, a 963,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 931,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,441,000 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).

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% interest in the joint venture, which was funded by borrowings under the Company's line of credit.

On September 30, 2015, the Company reached an agreement with GIC to form a joint venture, whereby the Company would sell a 40% ownership interest in five centers for a total sales price of approximately $1,534,000, including cash payments and the assumption of a pro rata share of mortgage and other notes payable on the properties. On October 30, 2015, the Company completed the sale of a 40% ownership interest in 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 1,441,000 square foot regional shopping center in Portland, Oregon (See Note 19—Subsequent Events). The Company expects the sale of a 40% ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona; which is subject to usual and customary closing conditions, will be completed in the first quarter of 2016. This joint venture is referred to herein as the "MAC GIC JV".

On September 30, 2015, the Company reached an agreement with Heitman LLC to form a joint venture, whereby the Company would sell a 49% ownership interest in Deptford Mall, a 1,040,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,430,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 847,000 square foot regional shopping center in Boulder, Colorado. The sales price of approximately $770,000 will include a cash payment and the assumption of a pro rata share of the mortgage notes payable on the properties. The joint venture is referred to herein as the "MAC Heitman JV". The completion of the MAC Heitman JV transaction, which is subject to usual and customary closing conditions, is expected to close in the first quarter of 2016.

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, 2015			December 31, 2014
Assets(1):
Properties, net	$	3,288,060		$	2,967,878
Other assets	253,070			208,726
Total assets	$	3,541,130		$	3,176,604
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	1,818,390		$	2,038,379
Other liabilities	180,809			195,766
Company's capital	786,825			489,349
Outside partners' capital	755,106			453,110
Total liabilities and partners' capital	$	3,541,130		$	3,176,604
Investments in unconsolidated joint ventures:
Company's capital	$	786,825		$	489,349
Basis adjustment(3)	466,535			464,826
	$	1,253,360		$	954,175

Assets—Investments in unconsolidated joint ventures	$	1,278,216		$	984,132
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(24,856		)	(29,957		)
	$	1,253,360		$	954,175


(1)	These amounts include the assets of Tysons Corner LLC of $278,100 and $341,931 as of September 30, 2015 and December 31, 2014, respectively, and liabilities of Tysons Corner LLC of $836,659 and $871,933 as of September 30, 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 September 30, 2015 and December 31, 2014, a total of $5,000 and $33,540, respectively, could become recourse debt to the Company. As of September 30, 2015 and December 31, 2014, the Company had an indemnity agreement from a joint venture partner for $2,500 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 $463,821 and $606,263 as of September 30, 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 $6,385 and $9,645 for the three months ended September 30, 2015 and 2014, respectively, and $22,976 and $28,992 for the nine months ended September 30, 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 $3,348 and $948 for the three months ended September 30, 2015 and 2014, respectively, and $3,188 and $3,227 for the nine months ended September 30, 2015 and 2014, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LLC			Tysons Corner LLC		Other Joint Ventures			Total
Three Months Ended September 30, 2015
Revenues:
Minimum rents	$	—		$	17,667	$	58,186		$	75,853
Percentage rents	—			7		3,554			3,561
Tenant recoveries	—			12,305		19,955			32,260
Other	—			869		7,819			8,688
Total revenues	—			30,848		89,514			120,362
Expenses:
Shopping center and operating expenses	—			10,010		33,340			43,350
Interest expense	—			8,466		10,559			19,025
Depreciation and amortization	—			5,600		29,053			34,653
Total operating expenses	—			24,076		72,952			97,028
Gain on sale or write down of assets, net	—			—		3,573			3,573
Loss on early extinguishment of debt	—			—		(3		)	(3		)
Net income	$	—		$	6,772	$	20,132		$	26,904
Company's equity in net income	$	—		$	452	$	10,365		$	10,817
Three Months Ended September 30, 2014
Revenues:
Minimum rents	$	25,095		$	15,542	$	61,522		$	102,159
Percentage rents	653			115		3,683			4,451
Tenant recoveries	11,495			11,757		26,235			49,487
Other	962			678		9,523			11,163
Total revenues	38,205			28,092		100,963			167,260
Expenses:
Shopping center and operating expenses	9,959			9,694		37,384			57,037
Interest expense	9,643			8,107		17,651			35,401
Depreciation and amortization	8,199			5,162		24,006			37,367
Total operating expenses	27,801			22,963		79,041			129,805
Loss on sale or write down of assets, net	(732		)	—		(6		)	(738		)
Net income	$	9,672		$	5,129	$	21,916		$	36,717
Company's equity in net income	$	4,379		$	988	$	11,568		$	16,935



	Pacific Premier Retail LLC			Tysons Corner LLC		Other Joint Ventures			Total
Nine Months Ended September 30, 2015
Revenues:
Minimum rents	$	—		$	51,824	$	162,854		$	214,678
Percentage rents	—			426		7,565			7,991
Tenant recoveries	—			36,776		59,187			95,963
Other	—			2,260		20,861			23,121
Total revenues	—			91,286		250,467			341,753
Expenses:
Shopping center and operating expenses	—			29,527		93,482			123,009
Interest expense	—			24,968		33,837			58,805
Depreciation and amortization	—			16,626		80,796			97,422
Total operating expenses	—			71,121		208,115			279,236
Gain on sale or write down of assets, net	—			—		3,996			3,996
Loss on early extinguishment of debt	—			—		(3		)	(3		)
Net income	$	—		$	20,165	$	46,345		$	66,510
Company's equity in net income	$	—		$	5,286	$	22,899		$	28,185
Nine Months Ended September 30, 2014
Revenues:
Minimum rents	$	76,829		$	47,516	$	173,710		$	298,055
Percentage rents	1,862			719		7,915			10,496
Tenant recoveries	34,614			35,140		75,606			145,360
Other	3,652			2,294		25,821			31,767
Total revenues	116,957			85,669		283,052			485,678
Expenses:
Shopping center and operating expenses	31,772			29,374		101,522			162,668
Interest expense	29,572			23,590		56,717			109,879
Depreciation and amortization	25,747			14,520		66,768			107,035
Total operating expenses	87,091			67,484		225,007			379,582
Loss on sale or write down of assets, net	(7,044		)	—		(66		)	(7,110		)
Net income	$	22,822		$	18,185	$	57,979		$	98,986
Company's equity in net income	$	9,865		$	4,357	$	30,385		$	44,607

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