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Investments in Unconsolidated Joint Ventures: | 12 Months Ended
--- | ---
Dec. 31, 2012
Investments in Unconsolidated Joint Ventures: |
Investments in Unconsolidated Joint Ventures: | 4. Investments in Unconsolidated Joint Ventures: The following are the Company's investments in various joint ventures with third parties. The Company's ownership interest in each joint venture as of December 31, 2012 was as follows:
Joint Venture |  | Ownership %(1) |
--- | --- | --- | ---
Biltmore Shopping Center Partners LLC |  |  | 50.0 | %
Camelback Colonnade Associates LP |  |  | 73.2 | %
Coolidge Holding LLC |  |  | 37.5 | %
Corte Madera Village, LLC |  |  | 50.1 | %
East Mesa Mall, L.L.C.—Superstition Springs Center |  |  | 66.7 | %
Jaren Associates #4 |  |  | 12.5 | %
Kierland Commons Investment LLC |  |  | 50.0 | %
Kierland Tower Lofts, LLC |  |  | 15.0 | %
La Sandia Santa Monica LLC |  |  | 50.0 | %
Macerich Northwestern Associates—Broadway Plaza |  |  | 50.0 | %
MetroRising AMS Holding LLC |  |  | 15.0 | %
North Bridge Chicago LLC |  |  | 50.0 | %
One Scottsdale Investors LLC |  |  | 50.0 | %
Pacific Premier Retail LP |  |  | 51.0 | %
Propcor Associates |  |  | 25.0 | %
Propcor II Associates, LLC—Boulevard Shops |  |  | 50.0 | %
Queens JV LP |  |  | 51.0 | %
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 | %
Wilshire Boulevard—Tenants in Common |  |  | 30.0 | %
WMAP, L.L.C.—Atlas Park |  |  | 50.0 | %
WM Inland LP |  |  | 50.0 | %
WM Ridgmar, L.P. |  |  | 50.0 | %
Zengo Restaurant Santa Monica LLC |  |  | 50.0 | %
(1) The Company's ownership interest in this table reflects its legal ownership interest. Legal ownership may, at times, not equal the Company's economic interest in the listed properties 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 recently made the following investments and dispositions in unconsolidated joint ventures: On February 24, 2011, the Company's joint venture in Kierland Commons Investment LLC ("KCI") acquired an additional ownership interest in PHXAZ/Kierland Commons, L.L.C. ("Kierland Commons"), a 433,000 square foot regional shopping center in Scottsdale, Arizona, for $105,550. The Company's share of the purchase price consisted of a cash payment of $34,162 and the assumption of a pro rata share of debt of $18,613. As a result of this transaction, KCI increased its ownership interest in Kierland Commons from 49% to 100%. KCI accounted for the acquisition as a business combination achieved in stages and recognized a remeasurement gain of $25,019 based on the acquisition date fair value and its previously held investment in Kierland Commons. As a result of this transaction, the Company's ownership interest in KCI increased from 24.5% to 50%. The Company's pro rata share of the gain recognized by KCI was $12,510 and was included in equity in income from unconsolidated joint ventures. On February 28, 2011, the Company in a 50/50 joint venture acquired The Shops at Atlas Park, a 377,000 square foot community center in Queens, New York, for a total purchase price of $53,750. The Company's share of the purchase price was $26,875. The results of The Shops at Atlas Park are included below for the period subsequent to the acquisition. On February 28, 2011, the Company acquired the additional 50% ownership interest in Desert Sky Mall, an 890,000 square foot regional shopping center in Phoenix, Arizona, that it did not own for $27,625. The purchase price was funded by a cash payment of $1,875 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25,750. Concurrent with the purchase of the partnership interest, the Company paid off the $51,500 loan on the property. Prior to the acquisition, the Company had accounted for its investment in Desert Sky Mall under the equity method. Since the date of acquisition, the Company has included Desert Sky Mall in its consolidated financial statements (See Note 15—Acquisitions). On April 1, 2011, the Company's joint venture in SDG Macerich Properties, L.P. ("SDG Macerich") conveyed Granite Run Mall to the mortgage note lender by a deed-in-lieu of foreclosure. The mortgage note was non-recourse. The Company's pro rata share of gain on the extinguishment of debt was $7,753. On June 3, 2011, the Company entered into a transaction with General Growth Properties, Inc., whereby the Company acquired an additional 33.3% ownership interest in Arrowhead Towne Center, an additional 33.3% ownership interest in Superstition Springs Center, and an additional 50% ownership interest in the land under Superstition Springs Center ("Superstition Springs Land") that it did not own in exchange for six anchor locations, including five former Mervyn's stores (See Note 16—Discontinued Operations) and a cash payment of $75,000. As a result of this transaction, the Company owned a 66.7% ownership interest in Arrowhead Towne Center, a 66.7% ownership interest in Superstition Springs Center and a 100% ownership interest in Superstition Springs Land. Although the Company had a 66.7% ownership interest in Arrowhead Towne Center and Superstition Springs Center upon completion of the transaction, the Company does not have a controlling financial interest in these joint ventures due to the substantive participation rights of the outside partner and, therefore, continued to account for its investments in these joint ventures under the equity method of accounting. Accordingly, no remeasurement gain was recorded on the increase in ownership. The Company has consolidated its investment in Superstition Springs Land since the date of acquisition (See Note 15—Acquisitions) and has recorded a remeasurement gain of $1,734 as a result of the increase in ownership. This transaction is referred to herein as the "GGP Exchange". On December 31, 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich Properties, L.P. ("SDG Macerich") that owned 11 regional shopping centers in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia (collectively referred to herein as the "SDG Acquisition Properties"). The ownership interests in the remaining five regional malls were distributed to the outside partner. The remaining net assets of SDG Macerich were distributed during the year ended December 31, 2012. The SDG Acquisition Properties were recorded at fair value at the date of transfer, which resulted in a gain to the Company of $188,264, which was included in equity in income of unconsolidated joint ventures, based on the fair value of the assets acquired and the liabilities assumed in excess of the book value of the Company's interest in SDG Macerich. The distribution and conveyance of the 11 regional shopping centers is referred to herein as the "SDG Transaction". Prior to the SDG Transaction, the Company accounted for its investment in the SDG Acquisition Properties under the equity method of accounting. Since the date of distribution and conveyance, the Company has included the SDG Acquisition Properties in its consolidated financial statements (See Note 15—Acquisitions). 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 on remeasurement, 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 on remeasurement, 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 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. 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. 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 on remeasurement, 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 was bought out of 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 on remeasurement sale or write down of assets, net during the year ended December 31, 2012. The Company used the cash proceeds to pay down its line of credit. On October 3, 2012, the Company acquired the 75% ownership interest in FlatIron Crossing, a 1,443,000 square foot regional shopping center in Broomfield, Colorado, that it did not 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. Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements (See Note 15—Acquisitions). On October 26, 2012, the Company acquired the remaining 33.3% outside ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona, that it did not 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. Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements (See Note 15—Acquisitions). 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:
|  | 2012 |  | 2011 |
--- | --- | --- | --- | --- | ---
Assets(1): |  |  |  |  |  |  |
Properties, net |  | $ | 3,653,631 |  | $ | 4,328,953 |
Other assets |  |  | 411,862 |  |  | 469,039 |
Total assets |  | $ | 4,065,493 |  | $ | 4,797,992 |
Liabilities and partners' capital(1): |  |  |  |  |  |  |
Mortgage notes payable(2) |  | $ | 3,240,723 |  | $ | 3,896,418 |
Other liabilities |  |  | 148,711 |  |  | 161,827 |
Company's capital |  |  | 304,477 |  |  | 327,461 |
Outside partners' capital |  |  | 371,582 |  |  | 412,286 |
Total liabilities and partners' capital |  | $ | 4,065,493 |  | $ | 4,797,992 |
Investment in unconsolidated joint ventures: |  |  |  |  |  |  |
Company's capital |  | $ | 304,477 |  | $ | 327,461 |
Basis adjustment(3) |  |  | 516,833 |  |  | 700,414 |
|  | $ | 821,310 |  | $ | 1,027,875 |
Assets—Investments in unconsolidated joint ventures |  | $ | 974,258 |  | $ | 1,098,560 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures |  |  | (152,948 | ) |  | (70,685 | )
|  | $ | 821,310 |  | $ | 1,027,875 |
(1) These amounts include the assets and liabilities of the following joint ventures as of December 31, 2012 and 2011:
|  | Pacific Premier Retail LP |  | Tysons Corner LLC |
--- | --- | --- | --- | --- | ---
As of December 31, 2012 |  |  |  |  |  |  |
Total Assets |  | $ | 1,039,742 |  | $ | 409,622 |
Total Liabilities |  | $ | 942,370 |  | $ | 329,145 |
As of December 31, 2011 |  |  |  |  |  |  |
Total Assets |  | $ | 1,078,226 |  | $ | 339,324 |
Total Liabilities |  | $ | 1,005,479 |  | $ | 319,247 |
(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, 2012 and 2011, a total of $51,171 and $380,354, respectively, could become recourse debt to the Company. As of December 31, 2012 and 2011, the Company has indemnity agreements from joint venture partners for $21,270 and $182,638, respectively, of the guaranteed amount. Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $436,857 and $663,543 as of December 31, 2012 and 2011, 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 $43,732, $42,451 and $40,876 for the years ended December 31, 2012, 2011 and 2010, 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 $15,480, $9,257 and $7,327 for the years ended December 31, 2012, 2011 and 2010, respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
|  | SDG Macerich |  | 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 or distribution 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 |
Year Ended December 31, 2011 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Minimum rents |  | $ | 84,523 |  | $ | 133,191 |  | $ | 63,950 |  | $ | 351,982 |  | $ | 633,646 |
Percentage rents |  |  | 4,742 |  |  | 6,124 |  |  | 2,068 |  |  | 18,491 |  |  | 31,425 |
Tenant recoveries |  |  | 43,845 |  |  | 55,088 |  |  | 41,286 |  |  | 169,516 |  |  | 309,735 |
Other |  |  | 3,668 |  |  | 5,248 |  |  | 3,061 |  |  | 37,743 |  |  | 49,720 |
Total revenues |  |  | 136,778 |  |  | 199,651 |  |  | 110,365 |  |  | 577,732 |  |  | 1,024,526 |
Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 51,037 |  |  | 59,723 |  |  | 34,519 |  |  | 218,981 |  |  | 364,260 |
Interest expense |  |  | 41,300 |  |  | 50,174 |  |  | 14,237 |  |  | 154,382 |  |  | 260,093 |
Depreciation and amortization |  |  | 27,837 |  |  | 41,448 |  |  | 20,115 |  |  | 126,267 |  |  | 215,667 |
Total operating expenses |  |  | 120,174 |  |  | 151,345 |  |  | 68,871 |  |  | 499,630 |  |  | 840,020 |
Gain on sale or distribution of assets |  |  | 366,312 |  |  | — |  |  | — |  |  | 23,395 |  |  | 389,707 |
Gain on early extinguishment of debt |  |  | 15,704 |  |  | — |  |  | — |  |  | — |  |  | 15,704 |
Net income |  | $ | 398,620 |  | $ | 48,306 |  | $ | 41,494 |  | $ | 101,497 |  | $ | 589,917 |
Company's equity in net income |  | $ | 204,439 |  | $ | 24,568 |  | $ | 16,209 |  | $ | 49,461 |  | $ | 294,677 |
|  | SDG Macerich |  | Pacific Premier Retail LP |  | Tysons Corner LLC |  | Other Joint Ventures |  | Total |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Year Ended December 31, 2010 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Minimum rents |  | $ | 90,187 |  | $ | 131,204 |  | $ | 59,587 |  | $ | 354,369 |  | $ | 635,347 |
Percentage rents |  |  | 4,411 |  |  | 5,487 |  |  | 1,585 |  |  | 17,402 |  |  | 28,885 |
Tenant recoveries |  |  | 44,651 |  |  | 50,626 |  |  | 38,162 |  |  | 183,349 |  |  | 316,788 |
Other |  |  | 3,653 |  |  | 6,688 |  |  | 2,975 |  |  | 31,428 |  |  | 44,744 |
Total revenues |  |  | 142,902 |  |  | 194,005 |  |  | 102,309 |  |  | 586,548 |  |  | 1,025,764 |
Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 51,004 |  |  | 55,680 |  |  | 32,025 |  |  | 227,959 |  |  | 366,668 |
Interest expense |  |  | 46,530 |  |  | 51,796 |  |  | 16,204 |  |  | 155,775 |  |  | 270,305 |
Depreciation and amortization |  |  | 30,796 |  |  | 38,928 |  |  | 18,745 |  |  | 122,195 |  |  | 210,664 |
Total operating expenses |  |  | 128,330 |  |  | 146,404 |  |  | 66,974 |  |  | 505,929 |  |  | 847,637 |
Gain on sale of assets |  |  | 6 |  |  | 468 |  |  | — |  |  | 102 |  |  | 576 |
Loss on early extinguishment of debt |  |  | — |  |  | (1,352 | ) |  | — |  |  | — |  |  | (1,352 | )
Net income |  | $ | 14,578 |  | $ | 46,717 |  | $ | 35,335 |  | $ | 80,721 |  | $ | 177,351 |
Company's equity in net income |  | $ | 7,290 |  | $ | 23,972 |  | $ | 13,917 |  | $ | 34,350 |  | $ | 79,529 |
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -SubTopic 10 -Section 35 -Paragraph 32 -URI http://asc.fasb.org/extlink&oid=7658923&loc=d3e32787-111569 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 18 -Paragraph 20 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.12) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6382943&loc=d3e33918-111571 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -SubTopic 10 -Section 35 -Paragraph 35 -URI http://asc.fasb.org/extlink&oid=7658923&loc=d3e32847-111569 + Details
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