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, 2014 was as follows:



Joint Venture	Ownership %(1)
443 Wabash MAB LLC	45.0	%
Biltmore Shopping Center Partners LLC	50.0	%
Candlestick Center LLC	50.1	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Gallery, The—Various Entities	50.0	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
Macerich Northwestern Associates—Broadway Plaza	50.0	%
North Bridge Chicago LLC	50.0	%
One Scottsdale Investors LLC	50.0	%
Propcor II Associates, LLC—Boulevard Shops	50.0	%
Scottsdale Fashion Square Partnership	50.0	%
The Market at Estrella Falls LLC	39.7	%
Tysons Corner LLC	50.0	%
Tysons Corner Property Holdings II LLC	50.0	%
Tysons Corner Property LLC	50.0	%
West Acres Development, LLP	19.0	%
Westcor/Gilbert, L.L.C.	50.0	%
Westcor/Queen Creek LLC	37.9	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park	50.0	%
WM Inland LP(2)	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.


(2)	On February 17, 2015, the Company acquired the remaining 50% ownership interest that it did not previously own (See Note 22—Subsequent Events).

The Company has made the following investments and dispositions in unconsolidated joint ventures during the years ended December 31, 2014, 2013 and 2012:

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Village Center, a 273,000 square foot community center in Chandler, Arizona, for a total sales price of $14,795, resulting in a gain of $8,184 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $6,045 and the assumption of the Company's share of the mortgage note payable on the property of $8,750. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company sold its 50% ownership interest in Chandler Festival, a 500,000 square foot community center in Chandler, Arizona, for a total sales price of $30,975, resulting in a gain of $12,347 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $16,183 and the assumption of the Company's share of the mortgage note payable on the property of $14,792. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On March 30, 2012, the Company's joint venture in SanTan Village Power Center, a 491,000 square foot community center in Gilbert, Arizona, sold the property for $54,780, resulting in a gain to the joint venture of $23,294. The Company's share of the gain recognized was $11,502, which was included in equity in income of unconsolidated joint ventures, offset in part by $3,565 that was included in net income attributable to noncontrolling interests. The cash proceeds from the sale were used to pay off the $45,000 mortgage loan on the property and the remaining $9,780 was distributed to the partners. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes.

On May 31, 2012, the Company sold its 50% ownership interest in Chandler Gateway, a 260,000 square foot community center in Chandler, Arizona, for a total sales price of $14,315, resulting in a gain of $3,363 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The sales price was funded by a cash payment of $4,921 and the assumption of the Company's share of the mortgage note payable on the property of $9,394. The Company used the cash proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 10, 2012, the Company sold its ownership interest in NorthPark Center, a 1,946,000 square foot regional shopping center in Dallas, Texas, for $118,810, resulting in a gain of $24,590 that was included in gain (loss) on sale or write down of assets, net during the year ended December 31, 2012. The Company used the cash proceeds from the sale to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,434,000 square foot regional shopping center in Broomfield, Colorado, that it did not previously own for $310,397. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment in FlatIron Crossing under the equity method of accounting. Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements (See Note 13—Acquisitions).

On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,198,000 square foot regional shopping center in Glendale, Arizona, that it did not previously own for $144,400. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment in Arrowhead Towne Center under the equity method of accounting. Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements (See Note 13—Acquisitions).

On May 29, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center Office, a 582,000 square foot office building in Redmond, Washington, for $185,000, resulting in a gain on the sale of assets of $89,157 to the joint venture. The Company's share of the gain was $44,424, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On June 12, 2013, the Company's joint venture in Pacific Premier Retail LP sold Kitsap Mall, an 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,150 to the joint venture. The Company's share of the gain was $28,127, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On August 1, 2013, the Company's joint venture in Pacific Premier Retail LP sold Redmond Town Center, a 695,000 square foot community center in Redmond, Washington, for $127,000, resulting in a gain on the sale of assets of $38,447 to the joint venture. The Company's share of the gain was $18,251, which was included in equity in income of unconsolidated joint ventures during the year ended December 31, 2013. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture. This transaction is referred to herein as the "Camelback Colonnade Restructuring." Since the date of the restructuring, the Company included Camelback Colonnade in its consolidated financial statements (See Note 13—Acquisitions) until its sale on December 29, 2014 (See Note 14—Dispositions).

On October 8, 2013, the Company's joint venture in Ridgmar Mall, a 1,273,000 square foot regional shopping center in Fort Worth, Texas, sold the property for $60,900, resulting in a gain of $6,243 to the joint venture. The Company's share of the gain was $3,121, which was included in equity in income from joint ventures for the year ended December 31, 2013. The cash proceeds from the sale were used to pay off the $51,657 mortgage loan on the property and the remaining $9,243, net of closing costs, was distributed to the partners. The Company used its share of the proceeds from the sale to pay down its line of credit and for general corporate purposes.

On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not previously own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Center under the equity method of accounting. Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements (See Note 13—Acquisitions).

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 in Pacific Premier Retail LP. 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 with Pennsylvania Real Estate Investment Trust to redevelop The Gallery, a 1,474,000 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 gain (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 17—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 LP and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,066,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,113,000 square foot regional shopping center in Cerritos, California; Queens Center, a 967,000 square foot regional shopping center in Queens, New York; Stonewood Center, a 932,000 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.

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:



	2014			2013
Assets(1):
Properties, net	$	2,967,878		$	3,435,737
Other assets	208,726			295,719
Total assets	$	3,176,604		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	2,038,379		$	3,518,215
Other liabilities	195,766			202,444
Company's capital	489,349			(25,367		)
Outside partners' capital	453,110			36,164
Total liabilities and partners' capital	$	3,176,604		$	3,731,456
Investment in unconsolidated joint ventures:
Company's capital	$	489,349		$	(25,367	)
Basis adjustment(3)	464,826			474,658
	$	954,175		$	449,291
Assets—Investments in unconsolidated joint ventures	$	984,132		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(29,957		)	(252,192		)
	$	954,175		$	449,291

_______________________________________________________________________________


(1)	These amounts include the assets and liabilities of the following joint ventures as of December 31, 2014 and 2013:



	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2014
Total Assets	$	—	$	341,931
Total Liabilities	$	—	$	871,933
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413


(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 December 31, 2014 and 2013, a total of $33,540 could become recourse debt to the Company. As of December 31, 2014 and 2013, the Company has an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $606,263 and $712,455 as of December 31, 2014 and 2013, 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 $38,113, $31,549 and $43,732 for the years ended December 31, 2014, 2013 and 2012, 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 $5,109, $10,734 and $15,480 for the years ended December 31, 2014, 2013 and 2012, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2014
Revenues:
Minimum rents	$	88,831		$	64,521	$	235,011	$	388,363
Percentage rents	2,652			2,091		12,418		17,161
Tenant recoveries	40,118			47,084		99,539		186,741
Other	4,090			3,472		33,143		40,705
Total revenues	135,691			117,168		380,111		632,970
Expenses:
Shopping center and operating expenses	37,113			38,786		139,513		215,412
Interest expense	34,113			31,677		71,297		137,087
Depreciation and amortization	29,688			19,880		94,835		144,403
Total operating expenses	100,914			90,343		305,645		496,902
(Loss) gain on sale of assets	(7,044		)	—		10,687		3,643
Net income	$	27,733		$	26,825	$	85,153	$	139,711
Company's equity in net income	$	9,743		$	7,080	$	43,803	$	60,626

Year Ended December 31, 2013
Revenues:
Minimum rents	$	118,164		$	62,072	$	238,488	$	418,724
Percentage rents	4,586			2,057		12,946		19,589
Tenant recoveries	52,470			45,452		106,249		204,171
Other	5,882			3,110		36,635		45,627
Total revenues	181,102			112,691		394,318		688,111
Expenses:
Shopping center and operating expenses	53,039			36,798		139,981		229,818
Interest expense	43,445			15,751		86,126		145,322
Depreciation and amortization	39,616			18,139		89,554		147,309
Total operating expenses	136,100			70,688		315,661		522,449
Gain on sale of assets	182,754			—		7,772		190,526
Gain on early extinguishment of debt	—			14		—		14
Net income	$	227,756		$	42,017	$	86,429	$	356,202
Company's equity in net income	$	110,798		$	15,126	$	41,656	$	167,580



	Pacific Premier Retail LP		Tysons Corner LLC		Other Joint Ventures		Total
Year Ended December 31, 2012
Revenues:
Minimum rents	$	132,247	$	63,569	$	316,186	$	512,002
Percentage rents	5,390		1,929		15,768		23,087
Tenant recoveries	56,397		44,225		149,546		250,168
Other	5,650		3,341		37,248		46,239
Total revenues	199,684		113,064		518,748		831,496
Expenses:
Shopping center and operating expenses	59,329		35,244		192,661		287,234
Interest expense	52,139		11,481		136,296		199,916
Depreciation and amortization	43,031		19,798		115,168		177,997
Total operating expenses	154,499		66,523		444,125		665,147
Gain on sale of assets	90		—		29,211		29,301
Net income	$	45,275	$	46,541	$	103,834	$	195,650
Company's equity in net income	$	23,026	$	17,969	$	38,286	$	79,281

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