Investments in and Advances to Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Company's Equity Method Joint Ventures Included in Investments in and Advances

The Company’s equity method joint ventures at December 31, 2012, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Sonae Sierra Brasil BV Sarl	33.3	Eight shopping centers, a management company and two development projects in Brazil
DDR Domestic Retail Fund I	20.0	59 grocery-anchored retail centers in several states
DDR Markaz II LLC	20.0	13 neighborhood grocery-anchored retail centers in several states
DDR — SAU Retail Fund LLC	20.0	27 grocery-anchored retail centers in several states
DDRTC Core Retail Fund LLC	15.0	39 shopping centers in several states
Coventry II Joint Ventures	10.0 – 20.0	Four shopping centers in several states
BRE DDR Retail Holdings, LLC	5.0	46 shopping centers in several states
Other Joint Venture Interests	25.25 – 79.45	14 shopping centers in several states and a management company

Equity Method Investments with Zero Basis

The Company has a zero basis in the following equity method joint ventures at December 31, 2012, and has no intent or obligation to fund any further capital:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Coventry II Joint Ventures	0.0 – 20.0%	40 retail sites/centers in several states

(A) Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures.

Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments

Condensed combined financial information of the Company’s unconsolidated joint venture investments is summarized as follows (in thousands):

	December 31,
	2012(A)			2011
Condensed combined balance sheets
Land	$	1,569,548		$	1,400,469
Buildings		4,681,462			4,334,097
Fixtures and tenant improvements		244,293			189,940
		6,495,303			5,924,506
Less: Accumulated depreciation		(833,816	)		(808,352	)
		5,661,487			5,116,154
Land held for development and construction in progress		348,822			239,036
Real estate, net		6,010,309			5,355,190
Cash and restricted cash(B)		467,200			308,008
Receivables, net		99,098			108,038
Other assets		427,014			177,251
	$	7,003,621		$	5,948,487
Mortgage debt	$	4,246,407		$	3,742,241
Notes and accrued interest payable to DDR(C)		143,338			100,470
Other liabilities		342,614			214,370
		4,732,359			4,057,081
Redeemable preferred equity		154,556			—
Accumulated equity		2,116,706			1,891,406
	$	7,003,621		$	5,948,487
Company’s share of Accumulated Equity	$	432,500		$	402,242

(A) Increase in the balance sheet at December 31, 2012, is primarily attributable to the investment in BRE DDR Retail Holdings, LLC, described later in this footnote, partially offset by asset sales.

(B) Increase is due to the issuance of public debt by Sonae Sierra Brasil in 2012. The proceeds were used to fund development activities.

(C) The Company has amounts receivable from several joint ventures aggregating $34.3 million and $3.0 million at December 31, 2012 and 2011, respectively, which are included Investments in and Advances to Joint Ventures on the consolidated balance sheets. The remaining amounts were fully reserved by the Company in prior years.

Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments

	For the Year Ended December 31,
	2012			2011			2010
Condensed combined statements of operations
Revenues from operations	$	705,810		$	659,978		$	614,775
Operating expenses(A)		249,540			217,673			230,528
Impairment charges(B)		10,402			208,843			—
Depreciation and amortization		203,412			171,634			172,926
Interest expense		237,138			217,676			215,482
		700,492			815,826			618,936
Income (loss) before other items		5,318			(155,848	)		(4,161	)
Income tax expense (primarily Sonae Sierra Brasil), net		(25,444	)		(38,598	)		(20,247	)
Other income(C)		—			—			10,592
Loss from continuing operations		(20,126	)		(194,446	)		(13,816	)
Discontinued operations:
Loss from discontinued operations(D)		(52,619	)		(64,056	)		(23,508	)
Gain on debt forgiveness		—			2,976			—
Gain (loss) on disposition of real estate, net of tax		11,739			18,705			(26,674	)
Loss before gain on disposition of real estate, net		(61,006	)		(236,821	)		(63,998	)
Gain on disposition of real estate, net		54,582			1,733			17
Net loss	$	(6,424	)	$	(235,088	)	$	(63,981	)
Non-controlling interests		(42,995	)		(16,132	)		(458	)
Net loss attributable to unconsolidated joint ventures	$	(49,419	)	$	(251,220	)	$	(64,439	)
Company’s share of equity in net income (loss) of joint ventures(E)	$	33,512		$	(12,979	)	$	6,319

(A) Operating expenses for the year ended December 31, 2012, include transaction costs associated with the formation of the unconsolidated joint venture, BRE DDR Retail Holdings, LLC, described later in this footnote.

(B) For the years ended December 31, 2012 and 2011, the Company’s proportionate share was $0.6 million and $6.7 million, respectively.

(C) The 2010 activity related to debt forgiveness on one property owned by a joint venture with the Coventry II Fund (hereinafter defined), in which the Company has a zero basis.

(D) For the years ended December 31, 2012, 2011 and 2010, impairment charges included in discontinued operations related to asset sales were $46.8 million, $63.6 million and $21.0 million, respectively, of which the Company’s proportionate share was $0.5 million, $6.3 million and $0.7 million, respectively. The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments as discussed below.

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

Adjustments to Company's Share of Joint Venture Net Income (Loss)

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

	For the Year Ended December 31,
	2012		2011		2010
Income (loss), net	$	1.7	$	26.7	$	(0.7)

Investments in and Advances to Joint Ventures

Investments in and Advances to Joint Ventures include the following items, which represent the difference between the Company’s investment and its share of all of the unconsolidated joint ventures’ underlying net assets (in millions):

	For the Year Ended December 31,
	2012			2011
Company’s share of accumulated equity	$	432.5		$	402.2
Redeemable preferred equity and notes receivable from investments(A)		155.0			0.4
Basis differentials(B)		(5.9	)		(48.1	)
Deferred development fees, net of portion related to the Company’s interest		(2.9	)		(3.6	)
Notes and accrued interest payable to DDR		34.3			3.0
Investments in and Advances to Joint Ventures	$	613.0		$	353.9

(A) Primarily relates to a $154.6 million preferred equity investment in BRE DDR Retail Holdings, LLC. See discussion regarding this newly formed unconsolidated joint venture later in this footnote.

(B) This amount represents the aggregate difference between the Company’s historical cost basis and the equity basis reflected at the joint venture level. Basis differentials recorded upon transfer of assets are primarily associated with assets previously owned by the Company that have been transferred into an unconsolidated joint venture at fair value. Other basis differentials occur primarily when the Company has purchased interests in existing unconsolidated joint ventures at fair market values, which differ from its proportionate share of the historical net assets of the unconsolidated joint ventures. In addition, certain transaction and other costs, including capitalized interest, reserves on notes receivable as discussed below and impairments of the Company’s investments that were other than temporary may not be reflected in the net assets at the joint venture level. Certain basis differentials indicated above are amortized over the life of the related assets.

Service Fees and Income Earned by Company's Unconsolidated Joint Ventures

Service fees and income earned by the Company through management, financing, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures are as follows (in millions):

	For the Year Ended December 31,
	2012		2011		2010
Management and other fees	$	28.6	$	29.8	$	34.0
Financing and other fees		—		0.1		0.3
Development fees and leasing commissions		8.7		7.0		7.2
Interest income		9.7		0.1		0.4