Investments in Unconsolidated Joint Ventures:

The Company has made the following recent investments and dispositions in its unconsolidated joint ventures:

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 the sale of assets of $2,290 was included in equity in income from 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 its ownership interest in an office building for $61,500, resulting in a gain on sale of assets of $13,426. The Company's pro rata share of the gain on the sale of assets of $6,713 was included in equity in income from 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 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 August 31, 2018, the Company completed the sale of a 75% ownership interest in Westside Pavilion, a 755,000 square foot regional shopping center in Los Angeles, California, for $142,500, 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. From March 1, 2018 to the completion of the sale, the Company accounted for its interest in Westside Pavilion as a collaborative arrangement (See Note 14—Collaborative Arrangement). Since completion of the sale, the Company has accounted for its ownership interest in Westside Pavilion under the equity method of accounting.

On September 6, 2018, the Company formed a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a 400,000 square foot outlet center in Carson, California. 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:



	September 30, 2018			December 31, 2017
Assets(1):
Property, net	$	9,212,359		$	9,052,105
Other assets	717,509			635,838
Total assets	$	9,929,868		$	9,687,943
Liabilities and partners' capital(1):
Mortgage and other notes payable(2)	$	6,064,931		$	5,296,594
Other liabilities	390,211			405,052
Company's capital	1,893,278			2,188,057
Outside partners' capital	1,581,448			1,798,240
Total liabilities and partners' capital	$	9,929,868		$	9,687,943
Investments in unconsolidated joint ventures:
Company's capital	$	1,893,278		$	2,188,057
Basis adjustment(3)	(543,403		)	(562,021		)
	$	1,349,875		$	1,626,036

Assets—Investments in unconsolidated joint ventures	$	1,465,174		$	1,709,522
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(115,299		)	(83,486		)
	$	1,349,875		$	1,626,036


(1)	These amounts include the assets of $3,047,915 and $3,106,105 of Pacific Premier Retail LLC (the "PPR Portfolio") as of September 30, 2018 and December 31, 2017, respectively, and liabilities of $1,856,185 and $1,872,227 of the PPR Portfolio as of September 30, 2018 and December 31, 2017, respectively.

(2)

Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $699,437 and $482,332 as of September 30, 2018 and December 31, 2017, respectively. NML is considered a related party because it was a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza until October 12, 2018. Interest expense on these borrowings was $7,148 and $4,903 for the three months ended September 30, 2018 and 2017, respectively, and $19,264 and $12,992 for the nine months ended September 30, 2018 and 2017, 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 $1,160 and $4,227 for the three months ended September 30, 2018 and 2017, respectively, and $8,787 and $12,451 for the nine months ended September 30, 2018 and 2017, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	PPR Portfolio			Other Joint Ventures		Total
Three Months Ended September 30, 2018
Revenues:
Minimum rents	$	32,999		$	123,799	$	156,798
Percentage rents	1,012			4,591		5,603
Tenant recoveries	11,884			47,286		59,170
Other	991			13,081		14,072
Total revenues	46,886			188,757		235,643
Expenses:
Shopping center and operating expenses	9,893			61,528		71,421
Interest expense	16,680			37,968		54,648
Depreciation and amortization	24,582			61,323		85,905
Total operating expenses	51,155			160,819		211,974
(Loss) gain on sale or write down of assets, net	(47		)	12,622		12,575
Net (loss) income	$	(4,316	)	$	40,560	$	36,244
Company's equity in net (loss) income	$	(148	)	$	18,937	$	18,789
Three Months Ended September 30, 2017
Revenues:
Minimum rents	$	35,052		$	123,663	$	158,715
Percentage rents	903			3,953		4,856
Tenant recoveries	12,015			47,841		59,856
Other	1,713			12,329		14,042
Total revenues	49,683			187,786		237,469
Expenses:
Shopping center and operating expenses	10,591			60,394		70,985
Interest expense	16,890			33,214		50,104
Depreciation and amortization	25,449			62,958		88,407
Total operating expenses	52,930			156,566		209,496
Gain on sale or write down of assets, net	—			13,426		13,426
Net (loss) income	$	(3,247	)	$	44,646	$	41,399
Company's equity in net income	$	620		$	23,373	$	23,993



	PPR Portfolio			Other Joint Ventures		Total
Nine Months Ended September 30, 2018
Revenues:
Minimum rents	$	98,619		$	375,447	$	474,066
Percentage rents	1,713			7,664		9,377
Tenant recoveries	34,684			142,702		177,386
Other	3,252			39,145		42,397
Total revenues	138,268			564,958		703,226
Expenses:
Shopping center and operating expenses	29,091			183,174		212,265
Interest expense	50,176			108,356		158,532
Depreciation and amortization	73,137			184,708		257,845
Total operating expenses	152,404			476,238		628,642
(Loss) gain on sale or write down of assets, net	(47		)	14,151		14,104
Net (loss) income	$	(14,183	)	$	102,871	$	88,688
Company's equity in net (loss) income	$	(1,021	)	$	52,351	$	51,330
Nine Months Ended September 30, 2017
Revenues:
Minimum rents	$	100,633		$	373,931	$	474,564
Percentage rents	1,854			7,817		9,671
Tenant recoveries	34,827			141,875		176,702
Other	4,141			36,857		40,998
Total revenues	141,455			560,480		701,935
Expenses:
Shopping center and operating expenses	30,062			181,475		211,537
Interest expense	50,291			98,469		148,760
Depreciation and amortization	76,527			187,927		264,454
Total operating expenses	156,880			467,871		624,751
(Loss) gain on sale or write down of assets, net	(35		)	18,005		17,970
Net (loss) income	$	(15,460	)	$	110,614	$	95,154
Company's equity in net (loss) income	$	(1,376	)	$	58,148	$	56,772

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