NOTE 18. Income Taxes

For the years ended December 31, 2014 and 2013, the Company recorded an income tax expense of $250,000 and $6 million, respectively, as compared to an income tax benefit of $2 million for the year ended December 31, 2012. The Company’s income tax expense from discontinued operations was insignificant for the years ended December 31, 2014, 2013 and 2012. For the year ended December 31, 2014, the Company recorded a deferred income tax benefit of $5 million as compared to a deferred income tax expense of $3 million for the year ended December 31, 2013 and a deferred income tax benefit of $3 million for the year ended December 31, 2012. The Company’s deferred tax assets and liabilities were insignificant as of December 31, 2014, 2013 and 2012.

As a result of acquisitions in the U.K. during 2014, the Company was subject to income taxes under the laws of the U.K. The U.K. income tax benefit included in the consolidated tax provision was $700,000 for the year ended December 31, 2014.

The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years prior to 2011.

For each of the years ended December 31, 2014 and 2013, the tax basis of the Company’s net assets is less than the reported amounts by $7.7 billion. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. (“SEUSA”) and HCRMC acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCRMC were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCRMC, including the tax basis in the acquired companies’ assets and liabilities. The Company generally will be subject to a corporate-level tax on any taxable disposition of SEUSA’s pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCRMC pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCRMC acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCRMC. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, from time to time, the Company may dispose of SEUSA or HCRMC assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

In connection with the HCRMC acquisition, the Company assumed unrecognized tax benefits of $2 million. For each of the years ended December 31, 2014 and 2013, the Company had a decrease in unrecognized tax benefits of $1 million. There were no unrecognized tax benefits balances at December 31, 2014.

A reconciliation of the Company’s beginning and ending unrecognized tax benefits follows (in thousands):


	Amount
Balance at January 1, 2012	$	1,977
Reductions based on prior years’ tax positions		—
Additions based on 2012 tax positions		—
Balance at December 31, 2012		1,977
Reductions based on prior years’ tax positions		(890)
Additions based on 2013 tax positions		—
Balance at December 31, 2013		1,087
Reductions based on prior years’ tax positions		(1,087)
Additions based on 2014 tax positions		—
Balance at December 31, 2014	$	—

During the year ended December 31, 2014, the Company reversed the entire balance of the interest expense associated with the unrecognized tax benefits assumed in connection with the acquisition of HCRMC. The amount reversed was insignificant and it was due to the lapse in the statute of limitations. For the years ended December 31, 2013 and 2012, the Company recorded insignificant net increases to interest expense associated with the unrecognized tax benefits.