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, 2016 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 Outlets of 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—Valencia Place at Country Club Plaza	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/Gilbert, L.L.C.	50.0	%
Westcor/Queen Creek LLC	38.1	%
Westcor/Surprise Auto Park LLC	33.3	%
WMAP, L.L.C.—Atlas Park, The Shops at	50.0	%

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(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, 2016, 2015 and 2014:

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 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, 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 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 Fashion Outlets of San Francisco, a 500,000 square foot outlet center 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 Fashion Outlets of San Francisco (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 LLC and Queens JV LP, which together owned five Centers: Lakewood Center, a 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 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 932,000 square foot regional shopping center in Downey, California; and Washington Square, a 1,440,000 square foot regional shopping center in Portland, Oregon (collectively referred to herein as the "PPR 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. The Company has included Stonewood Center and Queens Center in its consolidated financial statements since the date of acquisition (See Note 13—Acquisitions) and has included Lakewood Center, Los Cerritos Center and Washington Square in its consolidated financial statements from the date of acquisition until the Company sold a 40% interest in the PPR Portfolio on October 30, 2015 as provided below.

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, an 866,000 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% 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 2,064,000 square foot regional shopping center in Lakewood, California; Los Cerritos Center, a 1,298,000 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 1,440,000 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 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 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 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 1,039,000 square foot regional shopping center in Deptford, New Jersey; FlatIron Crossing, a 1,431,000 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 1,246,000 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.

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:



	2016			2015
Assets(1):
Properties, net	$	9,176,642		$	6,334,442
Other assets	614,607			507,718
Total assets	$	9,791,249		$	6,842,160
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	5,224,713		$	3,607,588
Other liabilities	403,369			355,634
Company's capital	2,279,819			1,585,796
Outside partners' capital	1,883,348			1,293,142
Total liabilities and partners' capital	$	9,791,249		$	6,842,160
Investment in unconsolidated joint ventures:
Company's capital	$	2,279,819		$	1,585,796
Basis adjustment(3)	(584,887		)	(77,701		)
	$	1,694,932		$	1,508,095

Assets—Investments in unconsolidated joint ventures	$	1,773,558		$	1,532,552
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(78,626		)	(24,457		)
	$	1,694,932		$	1,508,095

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(1)	These amounts include the assets of $3,179,255 and $3,283,702 of Pacific Premier Retail LLC as of December 31, 2016 and 2015, respectively, and liabilities of $1,887,952 and $1,938,241 of Pacific Premier Retail LLC as of December 31, 2016 and 2015, respectively.

(2)

Included in mortgage and other notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $265,863 and $460,872 as of December 31, 2016 and 2015, 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 $16,898, $29,372 and $38,113 for the years ended December 31, 2016, 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 $17,610, $5,619 and $5,109 for the years ended December 31, 2016, 2015 and 2014, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LLC(1)			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

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 early 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



	Pacific Premier Retail LLC(1)			Other Joint Ventures		Total
Year Ended December 31, 2014
Revenues:
Minimum rents	$	88,831		$	299,532	$	388,363
Percentage rents	2,652			14,509		17,161
Tenant recoveries	40,118			146,623		186,741
Other	4,090			36,615		40,705
Total revenues	135,691			497,279		632,970
Expenses:
Shopping center and operating expenses	37,113			178,299		215,412
Interest expense	34,113			102,974		137,087
Depreciation and amortization	29,688			114,715		144,403
Total operating expenses	100,914			395,988		496,902
(Loss) gain on sale of assets	(7,044		)	10,687		3,643
Net income	$	27,733		$	111,978	$	139,711
Company's equity in net income	$	9,743		$	50,883	$	60,626

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(1)	These amounts exclude the results of operations from November 14, 2014 to October 29, 2015, as Pacific Premier Retail LLC became wholly-owned as a result of the PPR Queens Portfolio acquisition. Pacific Premier Retail LLC was converted from wholly-owned to an unconsolidated joint venture 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.