Investments in Unconsolidated Joint Ventures:

During 2013 and 2012, the Company made the following investments and dispositions relating to its unconsolidated joint ventures:

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 on sale of assets of $8,185 that was included in gain on remeasurement, sale or write down of assets, net during the nine months ended September 30, 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 on sale of assets of $12,347 that was included in gain on remeasurement, sale or write down of assets, net during the nine months ended September 30, 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 on sale of assets 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's share of the gain recognized was $11,502, which was included in equity in income of unconsolidated joint ventures during the nine months ended September 30, 2012, offset in part by $3,565, which was included in net income attributable to noncontrolling interests during the nine months ended September 30, 2012. 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 on sale of assets of $3,365 that was included in gain on remeasurement, sale or write down of assets, net during the nine months ended September 30, 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 during the three and nine months ended September 30, 2012. The Company used the cash proceeds to pay down its line of credit.

On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,435,000 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 14—Acquisitions).

On October 26, 2012, the Company acquired the remaining 33.3% 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 14—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 $89,155 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 nine months ended September 30, 2013. The Company used its share of the proceeds 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, a 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,155 to the joint venture. The Company's share of the gain was $28,129, which was included in equity in income of unconsolidated joint ventures during the nine months ended September 30, 2013. The Company used its share of the proceeds 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 $38,471 to the joint venture. The Company's share of the gain was $18,263, which was included in equity in income of unconsolidated joint ventures during the three and nine months ended September 30, 2013. The Company used its share of the proceeds 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 has included Camelback Colonnade in its consolidated financial statements (See Note 14—Acquisitions).

Combined condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

Combined Condensed Balance Sheets of Unconsolidated Joint Ventures:



	September 30, 2013			December 31, 2012
Assets(1):
Properties, net	$	3,454,127		$	3,653,631
Other assets	316,985			411,862
Total assets	$	3,771,112		$	4,065,493
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	3,648,498		$	3,240,723
Other liabilities	196,927			148,711
Company's (deficit) capital	(72,153		)	304,477
Outside partners' (deficit) capital	(2,160		)	371,582
Total liabilities and partners' capital	$	3,771,112		$	4,065,493
Investments in unconsolidated joint ventures:
Company's (deficit) capital	$	(72,153	)	$	304,477
Basis adjustment(3)	521,151			516,833
	$	448,998		$	821,310

Assets—Investments in unconsolidated joint ventures	$	706,450		$	974,258
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(257,452		)	(152,948		)
	$	448,998		$	821,310


(1)	These amounts include the assets and liabilities of the following joint ventures as of September 30, 2013 and December 31, 2012:



	Pacific Premier Retail LP		Tysons Corner LLC
As of September 30, 2013:
Total Assets	$	776,186	$	467,632
Total Liabilities	$	818,222	$	337,804
As of December 31, 2012:
Total Assets	$	1,039,742	$	409,622
Total Liabilities	$	942,370	$	329,145

(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 September 30, 2013 and December 31, 2012, a total of $47,040 and $51,171, respectively, could become recourse debt to the Company. As of September 30, 2013 and December 31, 2012, the Company had indemnity agreements from joint venture partners for $21,270 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $715,332 and $436,857 as of September 30, 2013 and December 31, 2012, 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 $7,920 and $10,980 for the three months ended September 30, 2013 and 2012, respectively, and $21,717 and $32,974 for the nine months ended September 30, 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 $3,860 and $3,136 for the three months ended September 30, 2013 and 2012, respectively, and $9,753 and $6,211 for the nine months ended September 30, 2013 and 2012, respectively.

Combined Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LP		Tysons Corner LLC			Other Joint Ventures			Total
Three Months Ended September 30, 2013
Revenues:
Minimum rents	$	27,426	$	15,344		$	59,940		$	102,710
Percentage rents	572		(12		)	2,938			3,498
Tenant recoveries	12,115		11,304			28,361			51,780
Other	1,086		510			8,143			9,739
Total revenues	41,199		27,146			99,382			167,727
Expenses:
Shopping center and operating expenses	12,231		9,818			35,926			57,975
Interest expense	10,251		3,801			21,062			35,114
Depreciation and amortization	9,067		4,568			22,688			36,323
Total operating expenses	31,549		18,187			79,676			129,412
Gain (loss) on remeasurement, sale or write down of assets, net	38,432		—			(328		)	38,104
Gain on early extinguishment of debt	—		14			—			14
Net income	$	48,082	$	8,973		$	19,378		$	76,433
Company's equity in net income	$	21,567	$	2,919		$	10,675		$	35,161
Three Months Ended September 30, 2012
Revenues:
Minimum rents	$	32,718	$	15,847		$	75,809		$	124,374
Percentage rents	837		233			4,214			5,284
Tenant recoveries	14,091		11,340			37,663			63,094
Other	1,138		618			9,415			11,171
Total revenues	48,784		28,038			127,101			203,923
Expenses:
Shopping center and operating expenses	15,075		8,760			46,153			69,988
Interest expense	12,904		2,838			32,338			48,080
Depreciation and amortization	10,905		5,094			28,784			44,783
Total operating expenses	38,884		16,692			107,275			162,851
Loss on remeasurement, sale or write down of assets, net	—		—			(28		)	(28		)
Net income	$	9,900	$	11,346		$	19,798		$	41,044
Company's equity in net income	$	5,035	$	4,372		$	9,908		$	19,315



	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures		Total
Nine Months Ended September 30, 2013
Revenues:
Minimum rents	$	91,779		$	46,526	$	180,870	$	319,175
Percentage rents	2,155			734		7,176		10,065
Tenant recoveries	40,555			34,025		82,261		156,841
Other	3,980			2,080		26,923		32,983
Total revenues	138,469			83,365		297,230		519,064
Expenses:
Shopping center and operating expenses	40,948			26,819		106,887		174,654
Interest expense	33,118			7,825		66,108		107,051
Depreciation and amortization	30,697			13,499		67,808		112,004
Total operating expenses	104,763			48,143		240,803		393,709
Gain on remeasurement, sale or write down of assets, net	182,781			—		373		183,154
Gain on early extinguishment of debt	—			14		—		14
Net income	$	216,487		$	35,236	$	56,800	$	308,523
Company's equity in net income	$	105,684		$	12,957	$	26,836	$	145,477
Nine Months Ended September 30, 2012
Revenues:
Minimum rents	$	98,812		$	47,149	$	251,599	$	397,560
Percentage rents	2,571			866		10,531		13,968
Tenant recoveries	41,967			32,969		121,825		196,761
Other	3,665			1,964		27,775		33,404
Total revenues	147,015			82,948		411,730		641,693
Expenses:
Shopping center and operating expenses	43,385			25,834		155,014		224,233
Interest expense	39,405			8,902		108,784		157,091
Depreciation and amortization	31,926			15,279		91,214		138,419
Total operating expenses	114,716			50,015		355,012		519,743
(Loss) gain on remeasurement, sale or write down of assets, net	(10		)	—		22,948		22,938
Net income	$	32,289		$	32,933	$	79,666	$	144,888
Company's equity in net income	$	16,422		$	12,721	$	39,481	$	68,624

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