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

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.