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, 2013 was as follows:



Joint Venture	Ownership %(1)
Biltmore Shopping Center Partners LLC	50.0	%
Coolidge Holding LLC	37.5	%
Corte Madera Village, LLC	50.1	%
Jaren Associates #4	12.5	%
Kierland Commons Investment LLC	50.0	%
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	%
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 434,000 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 381,000 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 891,000 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, a 1,033,000 square foot regional shopping center in Media, Pennsylvania, 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 and was included in equity in income from unconsolidated joint ventures.

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, a 1,198,000 square foot regional shopping center in Glendale, Arizona, an additional 33.3% ownership interest in Superstition Springs Center, a 1,082,000 square foot regional shopping center in Mesa, Arizona, 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 did 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 recorded a remeasurement gain of $1,734 that was included in (loss) gain on remeasurement, sale or write down of assets, net 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 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, a 1,043,000 square foot regional shopping center in Evansville, Indiana, Lake Square Mall, a 559,000 square foot regional shopping center in Leesburg, Florida, SouthPark Mall, a 904,000 square foot regional shopping center in Moline, Illinois, Southridge Center, an 811,000 square foot community center in Des Moines, Iowa, NorthPark Mall, a 1,050,000 square foot regional shopping center in Davenport, Iowa and Valley Mall, a 504,000 square foot regional shopping center 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(loss) 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 (loss) 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 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 (loss) 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 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 (loss) gain on remeasurement 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 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 15—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 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).

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, a 846,000 square foot regional shopping center in Silverdale, Washington, for $127,000, resulting in a gain on the sale of assets of $55,150 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 has included Camelback Colonnade in its consolidated financial statements (See Note 15—Acquisitions).

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 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. Since the date of acquisition, the Company has included Superstition Springs 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:



	2013			2012
Assets(1):
Properties, net	$	3,435,737		$	3,653,631
Other assets	295,719			411,862
Total assets	$	3,731,456		$	4,065,493
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	3,518,215		$	3,240,723
Other liabilities	202,444			148,711
Company's capital	(25,367		)	304,477
Outside partners' capital	36,164			371,582
Total liabilities and partners' capital	$	3,731,456		$	4,065,493
Investment in unconsolidated joint ventures:
Company's capital	$	(25,367	)	$	304,477
Basis adjustment(3)	474,658			516,833
	$	449,291		$	821,310
Assets—Investments in unconsolidated joint ventures	$	701,483		$	974,258
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(252,192		)	(152,948		)
	$	449,291		$	821,310

_______________________________________________________________________________


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



	Pacific Premier Retail LP		Tysons Corner LLC
As of December 31, 2013
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413
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 December 31, 2013 and 2012, a total of $33,540 and $51,171, respectively, could become recourse debt to the Company. As of December 31, 2013 and 2012, the Company has indemnity agreements from joint venture partners for $16,770 and $21,270, respectively, of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $712,455 and $436,857 as of December 31, 2013 and 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 $31,549, $43,732 and $42,451 for the years ended December 31, 2013, 2012 and 2011, 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 $10,734, $15,480 and $9,257 for the years ended December 31, 2013, 2012 and 2011, 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, 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 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

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



	SDG Macerich		Pacific Premier Retail LP		Tysons Corner LLC		Other Joint Ventures		Total
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 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

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