17. Income Taxes

The Company elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for the three years ended December 31, 2013, no U.S. federal income or excise taxes were incurred.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, at December 31, 2013, the Company has taxable REIT subsidiaries that generate taxable income from non-REIT activities and is subject to federal, state and local income taxes.

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company utilizes its TRS to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT. In addition, the Company is subject to income tax for its operations in Puerto Rico.

At December 31, 2013, 2012 and 2011, the tax cost basis of assets was $10.4 billion, $8.7 billion and $8.5 billion, respectively. For the years ended December 31, 2013 and 2012, the Company recorded a net payment of $1.9 million and $1.1 million, respectively. For the year ended December 31, 2011, the Company recorded a net refund of $0.5 million. These amounts reflect taxes paid to federal and state authorities for franchise and other taxes.

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):


	For the Year Ended December 31,
	2013			2012			2011
Book income (loss) before income taxes — TRS	$	6,705		$	(16,934	)	$	4,738


Components of income tax expense is as follows:

Current:
Federal	$	—		$	—		$	351
State and local		—			—			—

		—			—			351

Deferred:
Federal		—			—			—
State and local		—			—			—

		—			—			—

Total expense — TRS	$	—		$	—		$	351

Book loss before income taxes — Puerto Rico	$	(9,919	)	$	(19,738	)	$	(20,835	)

Current	$	673		$	—		$	—
Deferred		—			—			—

Total expense — Puerto Rico	$	673		$	—		$	—

At December 31, 2013 and 2012, the Company had combined net deferred tax assets of $86.5 million and $81.5 million, respectively. The net deferred tax asset at December 31, 2013, included $36.7 million attributed to TRS net operating loss carryforwards that expire in varying amounts between the years 2022 through 2033 and $44.7 million of Puerto Rico special partnership loss carryforwards with no expiration date. The Company also had a three-year cumulative pretax book loss as of December 31, 2013, with respect to its Puerto Rican and TRS activity.

The differences between total income tax expense or benefit and the amount computed by applying the statutory federal income tax rate to income before taxes with respect to its TRS activity were as follows (in thousands):


	For the Year Ended December 31,
	2013			2012			2011
Statutory rate of 34% applied to pre-tax income (loss)	$	2,280		$	(5,757	)	$	1,611
Effect of state and local income taxes, net of federal tax benefit		335			(847	)		237
Valuation allowance (decrease) increase		(1,725	)		16,808			(715	)
Other		(890	)		(10,204	)		(782	)

Total expense — TRS	$	—		$	—		$	351

Effective tax rate		0.00	%		0.00	%		7.40	%

The differences between total income tax expense or benefit and the amount computed by applying the statutory income tax rate to income before taxes with respect to its Puerto Rican activity were as follows (in thousands):


	For the Year Ended December 31,
	2013			2012
Statutory rate of 39%^(A) applied to pre-tax loss	$	(3,869	)	$	(5,921	)
Valuation allowance increase		6,714			7,049
Statutory rate increase		(2,189	)		—
Other		17			(1,128	)

Total expense — Puerto Rico	$	673		$	—

Effective tax rate		(6.79	)%		0.00	%

(A)	Act No. 40-2013 “Tax Burden Redistribution and Adjustment Act” was passed on June 30, 2013, which increased the corporate statutory rate in Puerto Rico from 30% to 39% retroactive to January 1, 2013.

Deferred tax assets and liabilities of the Company’s TRS and Puerto Rico were as follows (in thousands):


	For the Year Ended December 31,
	2013			2012			2011
Deferred tax assets — TRS	$	73,182		$	75,450		$	58,297
Deferred tax assets — Puerto Rico		50,061			34,041			—
Deferred tax liabilities — TRS		(492	)		(1,035	)		(690	)
Deferred tax liabilities — Puerto Rico		(36,298	)		(26,992	)		—
Valuation allowance — TRS		(72,690	)		(74,415	)		(57,607	)
Valuation allowance — Puerto Rico		(13,763	)		(7,049	)		—

Net deferred tax asset^(A)	$	—		$	—		$	—

(A)	The components of the net deferred tax assets are primarily attributable to net operating losses, Puerto Rico special partnership losses and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.

Reconciliation of GAAP net loss attributable to DDR to taxable income is as follows (in thousands):


	For the Year Ended December 31,
	2013			2012			2011
GAAP net loss attributable to DDR	$	(10,175	)	$	(25,822	)	$	(15,854	)
Plus: Book depreciation and amortization^(A)		296,008			247,084			222,751
Less: Tax depreciation and amortization^(A)		(194,889	)		(185,230	)		(181,935	)
Book/tax differences on gains/losses from capital transactions		(148,066	)		(122,101	)		(116,395	)
Joint venture equity in earnings (loss), net^(A)		15,156			(23,885	)		19,190
Dividends from subsidiary REIT investments		503			480			954
Deferred income		4,910			8,471			(4,327	)
Compensation expense		(5,626	)		(11,325	)		(17,614	)
Impairment charges		73,577			153,142			128,765
Equity derivative instrument valuation		—			—			(21,926	)
Senior Convertible Notes interest expense		10,789			10,884			14,914
Miscellaneous book/tax differences, net		(9,268	)		(2,755	)		(12,131	)

Taxable income before adjustments		32,919			48,943			16,392
Less: Capital gains		—			(48,943	)		—

Taxable income subject to the 90% dividend requirement	$	32,919		$	—		$	16,392

(A)	Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in (loss) earnings, net.”

Reconciliation between cash dividends paid and the dividends paid deduction is as follows (in thousands):


	For the Year Ended December 31,
	2013			2012			2011
Dividends paid	$	193,101		$	153,617		$	75,253
Plus: Deemed dividends on convertible debt		9,987			7,875			—
Less: Dividends designated to prior year		(7,030	)		(6,967	)		(6,967	)
Plus: Dividends designated from the following year		6,608			7,030			6,967
Less: Return of capital		(169,747	)		(112,612	)		(58,861	)

Dividends paid deduction	$	32,919		$	48,943		$	16,392

The dividends declared in the fourth quarter with respect to the Company’s common shares for the years ended December 31, 2013, 2012 and 2011, have been allocated and reported to shareholders in the subsequent year. The tax characterization of common share dividends per share as reported to shareholders for the years ended December 31, 2013, 2012, and 2011, are summarized as follows:


2013 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2012		01/04/13	$	0.003589	$	—	$	0.116411	$	0.120000
1st quarter		04/02/13		0.004038		—		0.130962		0.135000
2nd quarter		07/02/13		0.004038		—		0.130962		0.135000
3rd quarter		10/08/13		0.004038		—		0.130962		0.135000
4th quarter		01/07/14		—		—		—		—

			$	0.015703	$	—	$	0.509297	$	0.525000


2012 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2011		01/06/12	$	—	$	0.012200	$	0.067800	$	0.080000
1st quarter		04/03/12		—		0.018300		0.101700		0.120000
2nd quarter		07/06/12		—		0.018300		0.101700		0.120000
3rd quarter		10/02/12		—		0.018300		0.101700		0.120000
4th quarter		01/04/13		—		—		—		—

			$	—	$	0.067100	$	0.372900	$	0.440000


2011 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2010		01/05/11	$	—	$	—	$	0.020000	$	0.020000
1st quarter		04/05/11		—		—		0.040000		0.040000
2nd quarter		07/06/11		—		—		0.040000		0.040000
3rd quarter		10/11/11		—		—		0.060000		0.060000
4th quarter		01/06/12		—		—		—		—

			$	—	$	—	$	0.160000	$	0.160000