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, 2018 was as follows:



Joint Venture	Ownership %(1)
443 Wabash MAB LLC	50.0	%
AM Tysons LLC	50.0	%
Biltmore Shopping Center Partners LLC	50.0	%
CAM-CARSON LLC—Los Angeles Premium Outlets	50.0	%
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	%
HPP-MAC WSP, LLC—One Westside	25.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich HHF Broadway Plaza LLC—Broadway Plaza	50.0	%
Macerich HHF Centers LLC—Various Properties	51.0	%
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	%
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/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, 2018, 2017 and 2016:

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 1,428,000 square foot regional shopping center in Broomfield, Colorado; and Twenty Ninth Street, an 845,000 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 1,003,000 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 ownership interest in 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 ownership interest in 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/Queen 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.

On February 16, 2018, the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $41,800, resulting in a gain on sale of assets of $5,545. The Company's pro rata share of the gain on the sale of assets of $2,773 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On March 1, 2018, the Company formed a 25/75 joint venture with Hudson Pacific Properties, whereby the Company agreed to contribute Westside Pavilion, a 680,000 square foot regional shopping center in Los Angeles, California in exchange for $142,500. From March 1, 2018 to August 31, 2018, the Company accounted for its interest in the property as a collaborative arrangement (See Note 14—Collaborative Arrangement). On August 31, 2018, the Company completed the sale of the 75% ownership interest in the property to Hudson Pacific Properties, resulting in a gain on sale of assets of $46,242. The sales price was funded by a cash payment of $36,903 and the assumption of a pro rata share of the mortgage note payable on the property of $105,597. Concurrent with the sale of the ownership interest, the joint venture defeased the loan on the property by providing $149,175 portfolio of marketable securities as replacement collateral in lieu of the property. The Company funded its $37,294 share of the purchase price of the marketable securities portfolio with the proceeds from the sale of the ownership interest in the property. Upon completion of the sale of the ownership interest in the property, the Company has accounted for its remaining ownership interest in the property, also referred to as One Westside, under the equity method of accounting.

On July 6, 2018, the Company’s joint venture in The Market at Estrella Falls, a 298,000 square foot community center in Goodyear, Arizona, sold the property for $49,100, resulting in a gain on sale of assets of $12,598. The Company's share of the gain of $2,996 was included in equity in income from unconsolidated joint ventures. The proceeds were used to pay off the $24,118 mortgage loan payable on the property, settle development obligations and for distributions to the partners. The Company used its share of the net proceeds for general corporate purposes.

On September 6, 2018, the Company formed a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California that is planned to open with approximately 400,000 square feet, followed by an additional 165,000 square feet in the second stage. The joint venture expects to complete the first phase of the development in Fall 2021.

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:



	2018			2017
Assets(1):
Property, net	$	9,241,003		$	9,052,105
Other assets	703,861			635,838
Total assets	$	9,944,864		$	9,687,943
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	6,050,930		$	5,296,594
Other liabilities	388,509			405,052
Company's capital	1,913,475			2,188,057
Outside partners' capital	1,591,950			1,798,240
Total liabilities and partners' capital	$	9,944,864		$	9,687,943
Investment in unconsolidated joint ventures:
Company's capital	$	1,913,475		$	2,188,057
Basis adjustment(3)	(535,808		)	(562,021		)
	$	1,377,667		$	1,626,036

Assets—Investments in unconsolidated joint ventures	$	1,492,655		$	1,709,522
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(114,988		)	(83,486		)
	$	1,377,667		$	1,626,036

_______________________________________________________________________________


(1)	These amounts include the assets of $3,047,851 and $3,106,105 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2018 and 2017, respectively, and liabilities of $1,859,637 and $1,872,227 of the PPR Portfolio as of December 31, 2018 and 2017, respectively.


(2)	Included in mortgage and other notes payable at December 31, 2017 was $482,332 due to NML (See Note 18—Related Party Transactions). Interest expense incurred on these borrowings, during the period NML was a related party, amounted to $20,197, $17,898 and $16,898 for the years ended December 31, 2018, 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 $12,793, $16,562 and $17,610 for the years ended December 31, 2018, 2017 and 2016, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	PPR Portfolio			Other Joint Ventures		Total
Year Ended December 31, 2018
Revenues:
Minimum rents	$	132,258		$	506,537	$	638,795
Percentage rents	4,597			15,139		19,736
Tenant recoveries	46,067			191,228		237,295
Other	4,907			55,844		60,751
Total revenues	187,829			768,748		956,577
Expenses:
Shopping center and operating expenses	39,283			246,652		285,935
Interest expense	67,117			145,915		213,032
Depreciation and amortization	97,885			248,778		346,663
Total operating expenses	204,285			641,345		845,630
(Loss) gain on sale of assets	(140		)	14,471		14,331
Net (loss) income	$	(16,596	)	$	141,874	$	125,278
Company's equity in net (loss) income	$	(16	)	$	71,789	$	71,773

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



	PPR Portfolio			Other Joint Ventures			Total
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

_______________________________________________________________________________

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