Investments in Unconsolidated Joint Ventures:

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

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. 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, an 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. 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. 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 13—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 on the sale of assets 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. 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, a 1,082,000 square foot regional shopping center in Mesa, Arizona, 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 13—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:



	March 31, 2014			December 31, 2013
Assets(1):
Properties, net	$	3,480,942		$	3,435,737
Other assets	281,207			295,719
Total assets	$	3,762,149		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	3,506,953		$	3,518,215
Other liabilities	200,166			202,444
Company's deficit	(3,799		)	(25,367		)
Outside partners' capital	58,829			36,164
Total liabilities and partners' capital	$	3,762,149		$	3,731,456
Investments in unconsolidated joint ventures:
Company's deficit	$	(3,799	)	$	(25,367	)
Basis adjustment(3)	473,848			474,658
	$	470,049		$	449,291

Assets—Investments in unconsolidated joint ventures	$	724,630		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(254,581		)	(252,192		)
	$	470,049		$	449,291


(1)	These amounts include the assets and liabilities of the following joint ventures as of March 31, 2014 and December 31, 2013:



	Pacific Premier Retail LP		Tysons Corner LLC
As of March 31, 2014:
Total Assets	$	763,917	$	359,088
Total Liabilities	$	809,622	$	879,938
As of December 31, 2013:
Total Assets	$	775,012	$	356,871
Total Liabilities	$	812,725	$	887,413

(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 March 31, 2014 and December 31, 2013, a total of $33,540 could become recourse debt to the Company. As of March 31, 2014 and December 31, 2013, the Company had an indemnity agreement from a joint venture partner for $16,770 of the guaranteed amount.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $709,538 and $712,455 as of March 31, 2014 and December 31, 2013, 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 on these borrowings was $9,724 and $6,943 for the three months ended March 31, 2014 and 2013, 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 $1,424 and $2,562 for the three months ended March 31, 2014 and 2013, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:



	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures			Total
Three Months Ended March 31, 2014
Revenues:
Minimum rents	$	26,080		$	16,278	$	55,899		$	98,257
Percentage rents	659			424		968			2,051
Tenant recoveries	11,740			11,894		25,111			48,745
Other	1,077			687		7,855			9,619
Total revenues	39,556			29,283		89,833			158,672
Expenses:
Shopping center and operating expenses	11,131			10,159		33,880			55,170
Interest expense	10,098			7,830		19,571			37,499
Depreciation and amortization	8,798			4,602		21,523			34,923
Total operating expenses	30,027			22,591		74,974			127,592
Loss on remeasurement, sale or write down of assets, net	(86		)	—		(18		)	(104		)
Net income	$	9,443		$	6,692	$	14,841		$	30,976
Company's equity in net income	$	4,268		$	1,758	$	7,743		$	13,769
Three Months Ended March 31, 2013
Revenues:
Minimum rents	$	33,132		$	15,497	$	60,961		$	109,590
Percentage rents	989			566		1,302			2,857
Tenant recoveries	13,954			11,024		27,212			52,190
Other	1,251			918		7,413			9,582
Total revenues	49,326			28,005		96,888			174,219
Expenses:
Shopping center and operating expenses	14,448			8,482		36,171			59,101
Interest expense	11,574			2,240		24,117			37,931
Depreciation and amortization	10,910			4,430		21,821			37,161
Total operating expenses	36,932			15,152		82,109			134,193
Loss on remeasurement, sale or write down of assets, net	—			—		(190		)	(190		)
Net income	$	12,394		$	12,853	$	14,589		$	39,836
Company's equity in net income	$	5,691		$	4,877	$	7,547		$	18,115

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