Investments in Unconsolidated Joint Ventures:

The Company has made the following recent 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).

On June 4, 2014, the Company acquired the remaining 49.0% ownership interest in Cascade Mall, a 593,000 square foot regional shopping center in Burlington, Washington, that it did not own for a cash payment of $15,233. The Company purchased Cascade Mall from its joint venture in Pacific Premier Retail LP. Prior to the acquisition, the Company had accounted for its investment in Cascade Mall under the equity method. Since the date of acquisition, the Company has included Cascade Mall 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:



	June 30, 2014			December 31, 2013
Assets(1):
Properties, net	$	3,546,003		$	3,435,737
Other assets	351,692			295,719
Total assets	$	3,897,695		$	3,731,456
Liabilities and partners' capital(1):
Mortgage notes payable(2)	$	3,495,673		$	3,518,215
Other liabilities	213,190			202,444
Company's capital (deficit)	62,527			(25,367		)
Outside partners' capital	126,305			36,164
Total liabilities and partners' capital	$	3,897,695		$	3,731,456
Investments in unconsolidated joint ventures:
Company's capital (deficit)	$	62,527		$	(25,367	)
Basis adjustment(3)	473,410			474,658
	$	535,937		$	449,291

Assets—Investments in unconsolidated joint ventures	$	797,010		$	701,483
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(261,073		)	(252,192		)
	$	535,937		$	449,291


(1)	These amounts include the assets and liabilities of the following joint ventures as of June 30, 2014 and December 31, 2013:



	Pacific Premier Retail LP		Tysons Corner LLC
As of June 30, 2014:
Total Assets	$	728,501	$	382,035
Total Liabilities	$	804,884	$	878,571
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 June 30, 2014 and December 31, 2013, a total of $33,540 could become recourse debt to the Company. As of June 30, 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 $706,584 and $712,455 as of June 30, 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 $9,623 and $6,854 for the three months ended June 30, 2014 and 2013, respectively, and $19,347 and $13,797 for the six months ended June 30, 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 $855 and $2,334 for the three months ended June 30, 2014 and 2013, respectively, and $2,279 and $3,259 for the six months ended June 30, 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 June 30, 2014
Revenues:
Minimum rents	$	25,654		$	15,696	$	56,289		$	97,639
Percentage rents	550			180		3,264			3,994
Tenant recoveries	11,379			11,489		24,260			47,128
Other	1,613			929		8,443			10,985
Total revenues	39,196			28,294		92,256			159,746
Expenses:
Shopping center and operating expenses	10,682			9,521		30,258			50,461
Interest expense	9,831			7,653		19,495			36,979
Depreciation and amortization	8,750			4,756		21,239			34,745
Total operating expenses	29,263			21,930		70,992			122,185
Loss on remeasurement, sale or write down of assets, net	(6,226		)	—		(42		)	(6,268		)
Net income	$	3,707		$	6,364	$	21,222		$	31,293
Company's equity in net income	$	1,218		$	1,611	$	11,074		$	13,903
Three Months Ended June 30, 2013
Revenues:
Minimum rents	$	31,221		$	15,685	$	59,969		$	106,875
Percentage rents	594			180		2,936			3,710
Tenant recoveries	14,486			11,697		26,688			52,871
Other	1,643			652		11,367			13,662
Total revenues	47,944			28,214		100,960			177,118
Expenses:
Shopping center and operating expenses	14,269			8,519		34,790			57,578
Interest expense	11,293			1,784		20,929			34,006
Depreciation and amortization	10,720			4,501		23,299			38,520
Total operating expenses	36,282			14,804		79,018			130,104
Gain on remeasurement, sale or write down of assets, net	144,349			—		891			145,240
Net income	$	156,011		$	13,410	$	22,833		$	192,254
Company's equity in net income	$	78,426		$	5,161	$	8,614		$	92,201



	Pacific Premier Retail LP			Tysons Corner LLC		Other Joint Ventures			Total
Six Months Ended June 30, 2014
Revenues:
Minimum rents	$	51,734		$	31,974	$	112,188		$	195,896
Percentage rents	1,209			604		4,232			6,045
Tenant recoveries	23,119			23,383		49,371			95,873
Other	2,690			1,616		16,298			20,604
Total revenues	78,752			57,577		182,089			318,418
Expenses:
Shopping center and operating expenses	21,813			19,680		64,138			105,631
Interest expense	19,929			15,483		39,066			74,478
Depreciation and amortization	17,548			9,358		42,762			69,668
Total operating expenses	59,290			44,521		145,966			249,777
Loss on remeasurement, sale or write down of assets, net	(6,312		)	—		(60		)	(6,372		)
Net income	$	13,150		$	13,056	$	36,063		$	62,269
Company's equity in net income	$	5,486		$	3,369	$	18,817		$	27,672
Six Months Ended June 30, 2013
Revenues:
Minimum rents	$	64,353		$	31,182	$	120,930		$	216,465
Percentage rents	1,583			746		4,238			6,567
Tenant recoveries	28,440			22,721		53,900			105,061
Other	2,894			1,570		18,780			23,244
Total revenues	97,270			56,219		197,848			351,337
Expenses:
Shopping center and operating expenses	28,717			17,001		70,961			116,679
Interest expense	22,867			4,024		45,046			71,937
Depreciation and amortization	21,630			8,931		45,120			75,681
Total operating expenses	73,214			29,956		161,127			264,297
Gain on remeasurement, sale or write down of assets, net	144,349			—		701			145,050
Net income	$	168,405		$	26,263	$	37,422		$	232,090
Company's equity in net income	$	84,117		$	10,038	$	16,161		$	110,316

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