Investments in Unconsolidated Joint Ventures:

The following are the Company's direct or indirect investments in various joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2017 was as follows:



Joint Venture	Ownership %(1)
443 Wabash MAB LLC	45.0	%
AM Tysons LLC	50.0	%
Biltmore Shopping Center Partners LLC	50.0	%
Candlestick Center LLC—Fashion Outlets of San Francisco	50.1	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Country Club Plaza KC Partners LLC	50.0	%
Fashion District Philadelphia—Various Entities	50.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich HHF Centers LLC—Various Properties	51.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
MS Portfolio LLC	50.0	%
New River Associates LLC—Arrowhead Towne Center	60.0	%
North Bridge Chicago LLC	50.0	%
One Scottsdale Investors LLC	50.0	%
Pacific Premier Retail LLC—Various Properties	60.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Scottsdale Fashion Square Partnership	50.0	%
The Market at Estrella Falls LLC	40.1	%
TM TRS Holding Company LLC	50.0	%
Tysons Corner LLC	50.0	%
Tysons Corner Hotel I LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property LLC	50.0	%
West Acres Development, LLP	19.0	%
Westcor/Queen Creek LLC	38.2	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park, The Shops at	50.0	%

_______________________________________________________________________________

(1)

The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

The Company has made the following investments and dispositions in unconsolidated joint ventures during the years ended December 31, 2017, 2016 and 2015:

On February 17, 2015, the Company acquired the remaining 50% ownership interest in Inland Center, an 869,000 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 14—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 2,070,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,305,000 square foot regional shopping center in Cerritos, California; South Plains Mall, a 1,128,000 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 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 and other 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 13—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 $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 13—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 1,433,000 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 sale of assets of $2,290 was included in equity in income of unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13—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 $13,078. The Company's pro rata share of the gain on sale of assets of $6,539 was included in equity in income of unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13—Stockholders' Equity).

On December 14, 2017, the Company’s joint venture in Westcor/Queens Creek LLC sold land for $30,491, resulting in a gain on sale of assets of $14,853. The Company’s share of the gain on sale was $5,436, which was included in equity in income of unconsolidated joint ventures. The Company used its portion of the proceeds to pay down its line of credit and for general corporate purposes.

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 as of December 31:



	2017			2016
Assets(1):
Property, net	$	9,052,105		$	9,176,642
Other assets	635,838			614,607
Total assets	$	9,687,943		$	9,791,249
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	5,296,594		$	5,224,713
Other liabilities	405,052			403,369
Company's capital	2,188,057			2,279,819
Outside partners' capital	1,798,240			1,883,348
Total liabilities and partners' capital	$	9,687,943		$	9,791,249
Investment in unconsolidated joint ventures:
Company's capital	$	2,188,057		$	2,279,819
Basis adjustment(3)	(562,021		)	(584,887		)
	$	1,626,036		$	1,694,932

Assets—Investments in unconsolidated joint ventures	$	1,709,522		$	1,773,558
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(83,486		)	(78,626		)
	$	1,626,036		$	1,694,932

_______________________________________________________________________________


(1)	These amounts include the assets of $3,106,105 and $3,179,255 of the PPR Portfolio as of December 31, 2017 and 2016, respectively, and liabilities of $1,872,227 and $1,887,952 of the PPR Portfolio as of December 31, 2017 and 2016, respectively.

(2)

Included in mortgage and other notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $482,332 and $265,863 as of December 31, 2017 and 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 incurred on these borrowings amounted to $17,898, $16,898 and $29,372 for the years ended December 31, 2017, 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 $16,562, $17,610 and $5,619 for the years ended December 31, 2017, 2016 and 2015, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	PPR Portfolio			Other Joint Ventures			Total
Year Ended December 31, 2017
Revenues:
Minimum rents	$	134,450		$	501,732		$	636,182
Percentage rents	5,050			13,866			18,916
Tenant recoveries	46,575			189,059			235,634
Other	5,959			51,767			57,726
Total revenues	192,034			756,424			948,458
Expenses:
Shopping center and operating expenses	41,340			243,271			284,611
Interest expense	67,053			131,714			198,767
Depreciation and amortization	101,625			250,921			352,546
Total operating expenses	210,018			625,906			835,924
(Loss) gain on sale of assets	(36		)	33,861			33,825
Net (loss) income	$	(18,020	)	$	164,379		$	146,359
Company's equity in net (loss) income	$	(453	)	$	85,999		$	85,546

Year Ended December 31, 2016
Revenues:
Minimum rents	$	129,145		$	471,139		$	600,284
Percentage rents	5,437			15,480			20,917
Tenant recoveries	47,856			187,288			235,144
Other	6,303			49,937			56,240
Total revenues	188,741			723,844			912,585
Expenses:
Shopping center and operating expenses	39,804			234,704			274,508
Interest expense	64,626			123,043			187,669
Depreciation and amortization	108,880			251,498			360,378
Total operating expenses	213,310			609,245			822,555
Loss on sale of assets	—			(375		)	(375		)
Net (loss) income	$	(24,569	)	$	114,224		$	89,655
Company's equity in net (loss) income	$	(3,088	)	$	60,029		$	56,941



	PPR Portfolio(1)			Other Joint Ventures			Total
Year Ended December 31, 2015
Revenues:
Minimum rents	$	21,172		$	293,921		$	315,093
Percentage rents	2,569			13,188			15,757
Tenant recoveries	8,408			129,059			137,467
Other	1,182			33,931			35,113
Total revenues	33,331			470,099			503,430
Expenses:
Shopping center and operating expenses	6,852			165,795			172,647
Interest expense	10,448			78,279			88,727
Depreciation and amortization	16,919			133,707			150,626
Total operating expenses	34,219			377,781			412,000
Gain on sale of assets	—			9,850			9,850
Loss on extinguishment of debt	—			(3		)	(3		)
Net (loss) income	$	(888	)	$	102,165		$	101,277
Company's equity in net income	$	1,409		$	43,755		$	45,164

_______________________________________________________________________________


(1)	These amounts exclude the results of operations from January 1, 2015 to October 29, 2015, as the PPR Portfolio was converted from Consolidated Centers to an Unconsolidated Joint Venture Centers effective October 30, 2015, as a result of the PPR Portfolio transaction as discussed above.

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