DDR CORP (Form: 10-K, Received: 02/24/2016 16:14:33)

The following financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of the registrant:

Schedules not listed above have been omitted because they are not applicable or because the information required to be set forth therein is included in the Company’s consolidated financial statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w).

Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
4	4.10	Third Supplemental Indenture, dated as of January 23, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004)
4	4.11	Fourth Supplemental Indenture, dated as of April 22, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004)
4	4.12	Fifth Supplemental Indenture, dated as of April 28, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690)
4	4.13	Sixth Supplemental Indenture, dated as of October 7, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690)
4	4.14	Seventh Supplemental Indenture, dated as of August 28, 2006, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Current Report on Form 8-K (Filed with the SEC on September 1, 2006; File No. 001-11690)
4	4.15	Eighth Supplemental Indenture, dated as of March 13, 2007, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690)
4	4.16	Ninth Supplemental Indenture, dated as of September 30, 2009, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-162451 (Filed on October 13, 2009)
4	4.17	Tenth Supplemental Indenture, dated as of March 19, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on May 7, 2010; File No. 001-11690)
4	4.18	Eleventh Supplemental Indenture, dated as of August 12, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2010; File No. 001-11690)


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
4	4.19	Twelfth Supplemental Indenture, dated as of November 5, 2010, by and between the Company and U.S. Bank Nati onal, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 28, 2011; File No. 001-11690)
4	4.20	Thirteenth Supplemental Indenture, dated as of March 7, 2011, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on May 9, 2011; File No. 001-11690)
4	4.21	Fourteenth Supplemental Indenture, dated as of June 22, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-184221 (Filed with the SEC on October 1, 2012)
4	4.22	Fifteenth Supplemental Indenture, dated as of November 27, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690)
4	4.23	Sixteenth Supplemental Indenture, dated as of May 23, 2013, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on August 8, 2013; File No. 001-11690)
4	4.24	Seventeenth Supplemental Indenture, dated as of November 26, 2013, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 28, 2014; File No. 001-11690)
4	4.25	Eighteenth Supplemental Indenture, dated as of January 22, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))	Current Report on Form 8-K (Filed with the SEC on January 22, 2015; File No. 001-11690)
4	4.26	Nineteenth Supplemental Indenture, dated as of October 21, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))	Current Report on Form 8-K (Filed with the SEC on October 21, 2015; File No. 001-11690)
4	4.27	Form of Fixed Rate Senior Medium-Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)
4	4.28	Form of Fixed Rate Subordinated Medium-Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
4	4.29	Form of Floating Rate Subordinated Medium- Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)
4	4.30	Amended and Restated Credit Agreement, dated as of April 23, 2015, among DDR Corp., DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent	Current Report on Form 8-K (Filed with the SEC on April 28, 2015; File No. 001-11690)
4	4.31	Second Amended and Restated Secured Term Loan Agreement, dated June 28, 2011, by and among the Company, DDR PR Ventures LLC, S.E., KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement	Current Report on 8-K (Filed with the SEC on July 1, 2011; File No. 001-11690)
4	4.32	First Amendment to the Second Amended and Restated Secured Term Loan Agreement, dated January 17, 2013, by and among the Company, DDR PR Ventures LLC, S.E., KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement	Current Report on Form 8-K (Filed with the SEC on January 18, 2013; File No. 001-11690)
4	4.33	Second Amendment to Second Amended and Restated Secured Term Loan Agreement, dated April 23, 2015, among DDR Corp., the lenders party thereto and KeyBank National Association, as administrative agent	Current Report on Form 8-K (Filed with the SEC on April 28, 2015; File No. 001-11690)
10	10.1	Directors’ Deferred Compensation Plan (Amended and Restated as of November 8, 2000)*	Form S-8 Registration No. 333-147270 (Filed with the SEC on November 9, 2007)
10	10.2	DDR Corp. 2005 Directors’ Deferred Compensation Plan (January 1, 2012 Restatement)*	Annual Report on Form 10-K (Filed with the SEC on February 28, 2012; File No. 001-11690)
10	10.3	First Amendment to the DDR Corp. 2005 Directors’ Deferred Compensation Plan (effective November 30, 2012)*	Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690)
10	10.4	Elective Deferred Compensation Plan (Amended and Restated as of January 1, 2004)*	Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690)
10	10.5	Developers Diversified Realty Corporation Equity Deferred Compensation Plan, restated as of January 1, 2009*	Annual Report on Form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690)
10	10.6	Amended and Restated 2002 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of December 31, 2009)*	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)
10	10.7	Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of December 31, 2009)*	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
10	10.8	Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009)*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.9	2012 Equity and Incentive Compensation Plan*	Form S-8 Registration No. 333-181422 (Filed with the SEC on May 15, 2012)
10	10.10	Form Restricted Shares Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.11	Form Restricted Shares Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.12	Form of Restricted Shares Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690)
10	10.13	Form of Incentive Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.14	Form of Non-Qualified Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.15	Form Stock Option Agreement for Incentive Stock Options Grants to Executive Officers*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.16	Form Stock Option Agreement for Non-Qualified Stock Option Grants to Executive Officers*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.17	Form Non-Qualified Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.18	Form Non-Qualified Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690)
10	10.19	Form of Incentive Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.20	Form of Incentive Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690)
10	10.21	Developers Diversified Realty Corporation Value Sharing Equity Program*	Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690)
10	10.22	Form of Value Sharing Equity Program Award Shares Agreement*	Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690)
10	10.23	2013 Value Sharing Equity Program*	Annual Report on Form 10-K (Filed with the SEC on March 1, 2013; File No. 001-11690)
10	10.24	Form of 2013 Value Sharing Equity Program Award Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013; File No. 001-11690)
10	10.25	2016 Value Sharing Equity Program*	Filed herewith


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
10	10.26	Employment Agreement, dated April 12, 2011, by and between the Company and David J. Oakes*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.27	First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and David J. Oakes*	Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No. 001-11690)
10	10.28	Second Amendment to the Employment Agreement, dated February 10, 2015, by and between DDR Corp. and David J. Oakes*	Quarterly Report on Form 10-Q (Filed with the SEC on May 8, 2015; File No. 001-11690)
10	10.29	Employment Agreement, dated March 1, 2015, by and between DDR Corp. and Luke J. Petherbridge*	Quarterly Report on Form 10-Q (Filed with the SEC on May 8, 2015; File No. 001-11690)
10	10.30	Employment Agreement, dated April 12, 2011, by and between the Company and Paul W. Freddo*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.31	First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and Paul W. Freddo*	Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No. 001-11690)
10	10.32	Employment Agreement, dated February 29, 2012, by and between the Company and Christa A. Vesy*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.33	First Amendment to the Employment Agreement, dated February 27, 2013, by and between the Company and Christa A. Vesy*	Current Report on Form 8-K (Filed with the SEC on March 4, 2013; File No. 001-11690)
10	10.34	Second Amendment to the Employment Agreement, dated February 28, 2014, by and between DDR Corp. and Christa A. Vesy*	Quarterly Report on Form 10-Q (Filed with the SEC on May 9, 2014; File No. 001-11690)
10	10.35	Third Amendment to the Employment Agreement, dated February 27, 2015, by and between DDR Corp. and Christa A. Vesy*	Quarterly Report on Form 10-Q (Filed with the SEC on May 8, 2015; File No. 001-11690)
10	10.36	Form of Change in Control Agreement, entered into with certain officers of the Company*	Annual Report on Form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690)
10	10.37	Form of Director and Officer Indemnification Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.38	Program Agreement for Retail Value Investment Program, dated February 11, 1998, by and among Retail Value Management, Ltd., the Company and The Prudential Insurance Company of America	Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690)
10	10.39	Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto	Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690)
10	10.40	Waiver Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto	Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690)
21	21.1	List of Subsidiaries	Filed herewith
23	23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
23	23.2	Consent of PricewaterhouseCoopers LLP	Filed herewith
23	23.3	Consent of Deloitte Touche Tohmatsu	Filed herewith
31	31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith


Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
31	31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith
32	32.1	Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350	Filed herewith
32	32.2	Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350	Filed herewith
99	99.1	DDRM Properties LLC Consolidated Financial Statements	Filed herewith
99	99.2	Sonae Sierra Brazil BV SARL Consolidated Financial Statements	Filed herewith
101	101.INS	XBRL Instance Document	Submitted electronically herewith
101	101.SCH	XBRL Taxonomy Extension Schema Document	Submitted electronically herewith
101	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically herewith
101	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically herewith
101	101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Submitted electronically herewith
101	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Submitted electronically herewith

*	Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

**	Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request.

DDR Corp .

INDEX TO FINANCIAL STATEMENTS

Financial Statements:	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the three years ended December 31, 2015	F-4
Consolidated Statements of Comprehensive (Loss) Income for the three years ended December 31, 2015	F-5
Consolidated Statements of Equity for the three years ended December 31, 2015	F-6
Consolidated Statements of Cash Flows for the three years ended December 31, 2015	F-7
Notes to Consolidated Financial Statements	F-8
Financial Statement Schedules:
II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2015	F-42
III — Real Estate and Accumulated Depreciation at December 31, 2015	F-43
IV — Mortgage Loans on Real Estate at December 31, 2015	F-50

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w).

F-1

Report of Independent Regi stered Public Accounting Firm

To the Board of Directors and Shareholders of DDR Corp.

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of DDR Corp. and its subsidiaries (the “Company”) at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule s listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule s , for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting , included in “Management's Report on Internal Control over Financial Reporting” appearing under Item 9A . Our responsibility is to express opinions on these financial statements, on the financial statement schedule s , and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 1 to the consolidated financial statements, the Company adopted accounting standards updates (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changed the criteria for reporting discontinued operations in 2015 and ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which changed the presentation of certain debt issuance costs.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio

February 24, 2016

F-2

C ONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	December 31,
	2015			2014
Assets
Land	$	2,184,145		$	2,208,468
Buildings		6,965,632			7,087,040
Fixtures and tenant improvements		743,037			645,035
		9,892,814			9,940,543
Less: Accumulated depreciation		(2,062,899	)		(1,909,585	)
		7,829,915			8,030,958
Construction in progress and land		235,385			395,242
Total real estate assets, net		8,065,300			8,426,200
Investments in and advances to joint ventures		467,732			414,848
Cash and cash equivalents		22,416			20,937
Restricted cash		10,104			11,375
Accounts receivable, net		129,089			132,661
Notes receivable, net		42,534			56,245
Other assets, net		359,913			457,146
	$	9,097,088		$	9,519,412
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	3,149,188		$	2,752,394
Unsecured term loan		397,934			347,883
Revolving credit facilities		210,000			29,009
		3,757,122			3,129,286
Secured indebtedness:
Secured term loan		199,251			398,451
Mortgage indebtedness		1,183,164			1,684,487
		1,382,415			2,082,938
Total indebtedness		5,139,537			5,212,224
Accounts payable and other liabilities		425,478			448,192
Dividends payable		68,604			61,468
Total liabilities		5,633,619			5,721,884
Commitments and contingencies (Note 9)
DDR Equity
Preferred shares (Note 10)		350,000			350,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 365,292,314 and 360,711,232 shares issued at December 31, 2015 and 2014, respectively		36,529			36,071
Paid-in capital		5,466,511			5,438,778
Accumulated distributions in excess of net income		(2,391,793	)		(2,047,212	)
Deferred compensation obligation		15,537			16,609
Accumulated other comprehensive loss		(6,283	)		(7,352	)
Less: Common shares in treasury at cost: 945,268 and 957,068 shares at December 31, 2015 and 2014, respectively		(15,316	)		(16,646	)
Total DDR shareholders' equity		3,455,185			3,770,248
Non-controlling interests		8,284			27,280
Total equity		3,463,469			3,797,528
	$	9,097,088		$	9,519,412

The accompanying notes are an integral part of these consolidated financial statements.

F-3

C ONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	For the Year Ended December 31,
	2015			2014			2013
Revenues from operations:
Minimum rents	$	719,737		$	688,556		$	563,098
Percentage and overage rents		6,267			5,231			5,650
Recoveries from tenants		246,719			230,987			186,672
Fee and other income		55,348			60,901			74,515
		1,028,071			985,675			829,935
Rental operation expenses:
Operating and maintenance		144,611			142,336			129,952
Real estate taxes		149,082			138,771			109,227
Impairment charges		279,021			29,175			19,044
General and administrative		73,382			84,484			79,556
Depreciation and amortization		402,045			402,825			296,560
		1,048,141			797,591			634,339
Other income (expense):
Interest income		29,213			15,927			23,541
Interest expense		(241,727	)		(237,120	)		(214,370	)
Other income (expense), net		(1,739	)		(12,262	)		(6,408	)
		(214,253	)		(233,455	)		(197,237	)
Loss before earnings from equity method investments and other items		(234,323	)		(45,371	)		(1,641	)
Equity in net (loss) income of joint ventures		(3,135	)		10,989			6,819
Impairment of joint venture investments		(1,909	)		(30,652	)		(980	)
Gain on sale and change in control of interests, net		7,772			87,996			19,906
(Loss) income before tax expense of taxable REIT subsidiaries and state franchise and income taxes		(231,595	)		22,962			24,104
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(6,286	)		(1,855	)		(2,685	)
(Loss) income from continuing operations		(237,881	)		21,107			21,419
Income (loss) from discontinued operations		—			89,398			(31,267	)
(Loss) income before gain on disposition of real estate		(237,881	)		110,505			(9,848	)
Gain on disposition of real estate, net of tax		167,571			3,060			467
Net (loss) income	$	(70,310	)	$	113,565		$	(9,381	)
(Income) loss attributable to non-controlling interests, net		(1,858	)		3,717			(794	)
Net (loss) income attributable to DDR	$	(72,168	)	$	117,282		$	(10,175	)
Write-off of preferred share original issuance costs		—			(1,943	)		(5,246	)
Preferred dividends		(22,375	)		(24,054	)		(27,721	)
Net (loss) income attributable to common shareholders	$	(94,543	)	$	91,285		$	(43,142	)

Per share data:
Basic and diluted earnings per share data:
Loss from continuing operations attributable to common shareholders	$	(0.27	)	$	0.00		$	(0.04	)
Income (loss) from discontinued operations attributable to common shareholders		—			0.25			(0.10	)
Net (loss) income attributable to common shareholders	$	(0.27	)	$	0.25		$	(0.14	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

C ONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

	For the Year Ended December 31,
	2015			2014			2013
Net (loss) income	$	(70,310	)	$	113,565		$	(9,381	)
Other comprehensive income (loss):
Foreign currency translation (loss) gain		(2,088	)		9,115			(25,647	)
Reclassification adjustment for foreign currency translation included in net income		—			26,256			—
Change in fair value of interest-rate contracts		1,203			(1,045	)		13,863
Change in cash flow hedges reclassed to earnings		1,173			472			472
Reclassification adjustment for realized gains on available-for-sale securities included in net income		—			(1,416	)		—
Unrealized (losses) gains on available-for-sale securities		—			(627	)		2,043
Total other comprehensive income (loss)		288			32,755			(9,269	)
Comprehensive (loss) income	$	(70,022	)	$	146,320		$	(18,650	)
Comprehensive (income) loss attributable to non-controlling interests:
Allocation of net (income) loss		(1,858	)		3,717			(794	)
Foreign currency translation gain		781			887			701
Reclassification adjustment for foreign currency translation included in net income		—			(4,501	)		—
Total comprehensive (income) loss attributable to non-controlling interests		(1,077	)		103			(93	)
Total comprehensive (loss) income attributable to DDR	$	(71,099	)	$	146,423		$	(18,743	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

C ONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

	DDR Equity
				Common Shares
	Preferred Shares			Shares		Amounts		Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2012	$	405,000			315,239	$	31,524	$	4,629,257		$	(1,694,822	)	$	15,556		$	(27,925	)	$	(16,452	)	$	24,322		$	3,366,460
Issuance of common shares related to stock plans		—			120		12		1,235			—			—			—			375			—			1,622
Issuance of common shares for cash offering		—			44,020		4,402		782,406			—			—			—			1,237			—			788,045
Issuance of preferred shares		150,000			—		—		(5,137	)		—			—			—			—			—			144,863
Issuance of restricted stock		—			—		—		(3,118	)		—			1,272			—			1,846			—			—
Vesting of restricted stock		—			—		—		3,142			—			(126	)		—			(5,217	)		—			(2,201	)
Stock-based compensation		—			—		—		4,332			—			—			—			—			—			4,332
Contributions from non-controlling interests		—			—		—		—			—			—			—			—			374			374
Distributions to non-controlling interests		—			—		—		—			—			—			—			—			(1,571	)		(1,571	)
Redemption of preferred shares		(150,000	)		—		—		5,246			(5,246	)		—			—			—			—			(150,000	)
Dividends declared-common shares		—			—		—		—			(177,709	)		—			—			—			—			(177,709	)
Dividends declared-preferred shares		—			—		—		—			(27,686	)		—			—			—			—			(27,686	)
Comprehensive (loss) income		—			—		—		—			(10,175	)		—			(8,568	)		—			93			(18,650	)
Balance, December 31, 2013		405,000			359,379		35,938		5,417,363			(1,915,638	)		16,702			(36,493	)		(18,211	)		23,218			3,927,879
Issuance of common shares related to stock plans		—			397		40		6,066			—			—			—			824			—			6,930
Issuance of common shares for cash offering		—			664		66		11,568			—			—			—			—			—			11,634
Issuance of restricted stock		—			217		22		(7,337	)		—			1,029			—			6,285			—			(1	)
Vesting of restricted stock		—			54		5		4,834			—			(1,122	)		—			(5,544	)		—			(1,827	)
Stock-based compensation		—			—		—		4,367			—			—			—			—			—			4,367
Issuance of OP Units		—			—		—		—			—			—			—			—			18,256			18,256
Contributions from non-controlling interests		—			—		—		—			—			—			—			—			93			93
Distributions to non-controlling interests		—			—		—		—			—			—			—			—			(14,184	)		(14,184	)
Redemption of preferred shares		(55,000	)		—		—		1,917			(1,943	)		—			—			—			—			(55,026	)
Dividends declared-common shares		—			—		—		—			(223,016	)		—			—			—			—			(223,016	)
Dividends declared-preferred shares		—			—		—		—			(23,897	)		—			—			—			—			(23,897	)
Comprehensive income (loss)		—			—		—		—			117,282			—			29,141			—			(103	)		146,320
Balance, December 31, 2014		350,000			360,711		36,071		5,438,778			(2,047,212	)		16,609			(7,352	)		(16,646	)		27,280			3,797,528
Issuance of common shares related to stock plans		—			435		44		7,214			—			—			—			130			—			7,388
Issuance of restricted stock		—			48		5		(2,629	)		—			906			—			2,676			—			958
Vesting of restricted stock		—			12		1		3,850			—			(1,978	)		—			(2,754	)		—			(881	)
Stock-based compensation		—			—		—		2,902			—			—			—			—			—			2,902
Issuance of common stock in settlement of conversion feature (Note 7)		—			3,043		304		(1,726	)		—			—			—			1,278			—			(144	)
Redemption of OP Units		—			1,043		104		18,122			—			—			—			—			(18,256	)		(30	)
Distributions to non-controlling interests		—			—		—		—			—			—			—			—			(1,817	)		(1,817	)
Dividends declared-common shares		—			—		—		—			(250,038	)		—			—			—			—			(250,038	)
Dividends declared-preferred shares		—			—		—		—			(22,375	)		—			—			—			—			(22,375	)
Comprehensive (loss) income		—			—		—		—			(72,168	)		—			1,069			—			1,077			(70,022	)
Balance, December 31, 2015	$	350,000			365,292	$	36,529	$	5,466,511		$	(2,391,793	)	$	15,537		$	(6,283	)	$	(15,316	)	$	8,284		$	3,463,469

The accompanying notes are an integral part of these consolidated financial statements.

F-6

C ONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Year Ended December 31,
	2015			2014			2013
Cash flow from operating activities:
Net (loss) income	$	(70,310	)	$	113,565		$	(9,381	)
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities:
Depreciation and amortization		402,045			419,079			324,129
Stock-based compensation		7,895			9,962			8,371
Amortization and write-off of deferred finance charges and fair market value of debt adjustments		(5,315	)		(6,488	)		4,930
Accretion of convertible debt discount		9,953			11,377			10,789
Equity in net loss (income) of joint ventures		3,135			(10,989	)		(6,819	)
Impairment of joint venture investments		1,909			30,652			980
Net gain on sale and change in control of interests		(7,772	)		(87,996	)		(19,906	)
Operating cash distributions from joint ventures		8,382			10,749			15,116
Realized gain on sale of available-for-sale securities		—			(1,416	)		—
Gain on disposition of real estate		(167,571	)		(99,069	)		(11,741	)
Impairment charges and loan loss reserves		279,021			38,552			72,597
Change in notes receivable accrued interest		(8,048	)		(8,259	)		(5,756	)
Change in restricted cash		1,111			7,060			3,610
Net change in accounts receivable		(3,107	)		(2,357	)		(3,463	)
Net change in accounts payable and accrued expenses		174			14,630			(18,651	)
Net change in other operating assets and liabilities		(16,915	)		(18,770	)		9,169
Total adjustments		504,897			306,717			383,355
Net cash flow provided by operating activities		434,587			420,282			373,974
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(176,020	)		(330,929	)		(857,795	)
Real estate developed and improvements to operating real estate		(305,725	)		(260,897	)		(210,709	)
Proceeds from disposition of real estate and joint venture interests		488,229			977,189			236,219
Equity contributions to joint ventures		(6,142	)		(21,754	)		(21,043	)
Issuance of joint venture advances, net		(82,634	)		(258,248	)		(41,000	)
Distributions from sale and refinancing of joint venture interests		10,678			15,565			2,429
Return of investments in joint ventures		7,445			10,128			7,450
Purchase of available-for-sale securities		—			—			(1,800	)
Proceeds from sale of available-for-sale securities		—			3,216			—
Issuance of notes receivable		—			—			(26,555	)
Repayment of notes receivable		9,521			1,436			18,326
Change in restricted cash		160			17,490			(3,381	)
Net cash flow (used for) provided by investing activities		(54,488	)		153,196			(897,859	)
Cash flow from financing activities:
Proceeds from (repayments of) revolving credit facilities, net		182,371			2,110			(117,256	)
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses		884,786			—			591,006
Repayments of senior notes		(502,996	)		—			—
Proceeds from mortgages and other secured debt		400,000			151,302			46,645
Repayment of term loans and mortgage debt		(1,068,924	)		(497,238	)		(519,881	)
Payment of debt issuance costs		(4,605	)		(1,046	)		(3,999	)
Redemption of preferred shares		—			(55,000	)		(150,000	)
Proceeds from issuance of common shares, net of underwriting commissions and offering expenses		—			11,635			788,045
Proceeds from issuance of preferred shares, net of underwriting commissions and offering expenses		—			—			144,863
Issuance (repurchase) of common shares in conjunction with equity award plans and dividend reinvestment plan		2,325			(494	)		(4,416	)
Contributions from non-controlling interests		—			93			374
Distributions to non-controlling interests and redeemable operating partnership units		(6,452	)		(9,446	)		(1,565	)
Dividends paid		(265,277	)		(240,551	)		(194,497	)
Net cash flow (used for) provided by financing activities		(378,772	)		(638,635	)		579,319
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents		1,327			(65,157	)		55,434
Effect of exchange rate changes on cash and cash equivalents		152			(570	)		56
Cash and cash equivalents, beginning of year		20,937			86,664			31,174
Cash and cash equivalents, end of year	$	22,416		$	20,937		$	86,664

The accompanying notes are an integral part of these consolidated financial statements.

F-7

N otes to Consolidated Financial Statements

1.	Summary of Significant Accounting Policies

Nature of Business

DDR Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “DDR”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, the Company engages in the origination and acquisition of loans and debt securities, which are generally collateralized directly or indirectly by shopping centers. Unless otherwise provided, references herein to the Company or DDR include DDR Corp., its wholly-owned and majority-owned subsidiaries and its consolidated joint ventures. The Company’s tenant base primarily includes national and regional retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the Company’s 2014 financial statements to conform to the 2015 presentation.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity.

All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures and companies in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures and companies is included in consolidated net income.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

	For the Year Ended December 31,
	2015		2014		2013
Mortgages assumed from acquisitions	$	33.7	$	293.3	$	969.7
Issuance of Operating Partnership Units ("OP Units")		—		18.3		—
Redemption of OP Units		18.3		—		—
Elimination of a previously held equity interest		1.4		2.5		26.4
Accounts payable related to construction in progress		31.6		25.7		21.5
Dividends declared		68.6		61.5		55.1
Preferred equity interest and mezzanine loan applied to purchase price of acquired properties		—		51.8		160.1
Reclassification adjustment of foreign currency translation (Note 11)		—		21.8		—
Write-off of preferred share original issuance costs (Note 10)		—		1.9		5.2

F-8

Real Estate

Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings	Useful lives, 20 to 31.5 years
Building improvements and fixtures	Useful lives, ranging from 5 to 20 years
Tenant improvements	Shorter of economic life or lease terms

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Construction in Progress and Land includes undeveloped land as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs and software development and implementation costs of $10.3 million, $11.1 million and $10.9 million in 2015, 2014 and 2013, respectively.

Purchase Price Accounting

Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally (i) above- and below-market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition. In estimating the fair value of the tangible and intangibles acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities and uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation and other available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Above- and below-market lease values are recorded based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the estimated term of any below-market, fixed-rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the estimated terms of any below-market, fixed-rate renewal options of the respective leases. The purchase price is further allocated to in-place lease values and tenant relationship values based on management's evaluation of the specific characteristics of the acquired lease portfolio and the Company's overall relationship with the anchor tenants. Such amounts are amortized to expense over the remaining initial lease term (and expected renewal periods for tenant relationships).

Intangibles associated with property acquisitions are included in other assets and other liabilities, as appropriate, in the Company’s consolidated balance sheets. In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. The Company’s intangibles are as follows (in millions):

	December 31,
	2015			2014
Assets: Above-market leases, net	$	30.3		$	38.6
Liabilities: Below-market leases, net		(155.3	)		(139.3	)

Estimated net future amortization income associated with the Company’s above- and below-market leases is as follows:

Year	(Millions)
2016	$	4.3
2017		5.4
2018		7.0
2019		7.9
2020		8.0

F-9

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including undeveloped land and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company is evaluating the potential sale of an asset or undeveloped land, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If an impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company recorded aggregate impairment charges of $279.0 million, $38.1 million and $72.6 million (Note 12), including those classified within discontinued operations (2014 and 2013), related to consolidated real estate investments during the years ended December 31, 2015, 2014 and 2013, respectively.

Disposition of Real Estate and Real Estate Investments

Sales of real estate include the sale of land, operating properties and investments in real estate joint ventures. Gains from dispositions are recognized using the full accrual or partial sale methods, provided that various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. If the criteria for sale recognition or gain recognition are not met because of a form of continuing involvement, the accounting for such transactions is dependent on the nature of the continuing involvement. In certain cases, a sale might not be recognized, and in others all or a portion of the gain might be deferred.

Prior to the Company’s adoption on January 1, 2015 of guidance for reporting discontinued operations (see “New Accounting Standards Adopted”), pursuant to the definition of a component of an entity and, assuming no significant continuing involvement, the operations of the sold asset or asset classified as held for sale are considered discontinued operations. Interest expense that is specifically identifiable to the property is included in the computation of interest expense attributable to discontinued operations. Consolidated interest expense at the corporate level is allocated to discontinued operations based on the proportion of net assets disposed.

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2015 and 2014.

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed.

Interest paid during the years ended December 31, 2015, 2014 and 2013, aggregated $234.6 million, $243.2 million and $218.4 million, respectively, of which $6.7 million, $8.7 million and $8.8 million, respectively, was capitalized.

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis in an unconsolidated joint venture is different from the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture. Periodically, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. The Company recorded aggregate impairment charges of $1.9 million, $30.7 million and $1.0 million (Note 12) related to its investments in unconsolidated joint ventures during the years ended December 31, 2015, 2014 and 2013, respectively. These impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the

F-10

respective properties owned by the joint venture on a relative fair value basis and amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. Cash flows associated with items intended as hedges of identifiable transactions or events are classified in the same category as the cash flows from the items being hedged.

Restricted Cash

Restricted cash represents amounts on deposit with financial institutions primarily for debt service payments, real estate taxes, capital improvements and operating reserves as required pursuant to the respective loan agreement. For purposes of the Company’s consolidated statements of cash flows, changes in restricted cash caused by changes in operating expenses, primarily real estate taxes, are reflected in cash from operating activities and changes in restricted cash caused by changes in capital improvements are reflected in cash from investing activities.

Accounts Receivable

The Company makes estimates of the amounts it believes will not be collected related to base rents, straight-line rents receivable, expense reimbursements and other amounts owed. The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $6.2 million and $7.2 million at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, straight-line rents receivable, net of a provision for uncollectible amounts of $4.0 million and $3.6 million, respectively, aggregated $65.7 million and $63.8 million, respectively.

Notes Receivable

Notes receivable include certain loans that are held for investment and are generally collateralized by real estate-related investments and may be subordinate to other senior loans. Loan receivables are recorded at stated principal amounts or at initial investment plus accretable yield for loans purchased at a discount. The related discounts on mortgages and other loans purchased are accreted over the life of the related loan receivable. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest on each loan based on an assessment of the underlying collateral value to determine whether it is impaired, and not by the use of internal risk ratings. A loan loss reserve is recorded when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable is real estate-related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of loans outstanding, the Company does not provide for an additional allowance for loan losses based on the grouping of loans, as the Company believes the characteristics of its loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for this purpose. Interest income on performing loans is accrued as earned. A loan is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on an accrual basis on non-performing loans is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Deferred Charges

Costs incurred in obtaining indebtedness are included, in accordance with Accounting Standards Update (“ASU”) No. 2015-03, in the Company’s consolidated balance sheets and are amortized over the terms of the related debt agreements (see “New Accounting Standards Adopted”). Such amortization is reflected as Interest Expense in the Company’s consolidated statements of operations.

F-11

Available-for-Sale Securities

The Company’s marketable equity securities are recorded at fair value and are included in Other Assets in the accompanying consolidated balance sheets. Any unrealized gains or losses are recorded in Other Comprehensive Income (“OCI”), and any realized gains and losses are recorded using the specific identification method in the Company’s consolidated statements of comprehensive income or loss. The Company’s marketable securities are Level 1 investments as they have a quoted market price in an active market. See “Fair Value Hierarchy” below for a description of Level 1 investments.

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net income.

Revenue Recognition

Minimum rents from tenants are recognized using the straight-line method over the lease term of the respective leases. Percentage and overage rents are recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. Revenues associated with expense reimbursements from tenants are recognized in the period that the related expenses are incurred based upon the tenant lease provision. Fee and other income includes management fees recorded in the period earned based on a percentage of collected revenue at the properties under management. Fee income derived from the Company’s unconsolidated joint venture investments is recognized to the extent attributable to the unaffiliated ownership interest. Ancillary and other property-related income, primarily composed of leasing vacant space to temporary tenants and kiosk income, is recognized in the period earned. Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.

Fee and other income was composed of the following (in thousands):

	For the Year Ended December 31,
	2015		2014		2013
Management and other fee income	$	32,971	$	31,907	$	40,160
Ancillary and other property income		19,038		24,288		28,108
Lease termination fees		2,774		4,085		5,699
Other		565		621		548
Total fee and other income	$	55,348	$	60,901	$	74,515

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred as they are not eligible for capitalization.

Stock Option and Other Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates for non-executive employees and actual expectations for executives.

For the years ended December 31, 2015, 2014 and 2013, stock-based compensation cost recognized by the Company was $7.0 million, $9.1 million and $7.4 million, respectively. These amounts include $0.5 million, $1.4 million and $0.1 million as a result of accelerated vesting of awards due to employee separations in 2015, 2014 and 2013, respectively. This net cost is included in General and Administrative Expenses in the Company’s consolidated statements of operations.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements.

F-12

In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As suc h, the Company is subject to federal and state income taxes on the income from these activities. The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions ha ve various effective dates beginning as early as 2016. The Company expects that the changes will not materially impact its operations, but will continue to monitor as regulatory guidance as issued.

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local jurisdictions as well as certain jurisdictions outside the United States, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2015, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2012 and forward.

Deferred Tax Assets

The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized and would record a valuation allowance to reduce deferred tax assets when it has determined that an uncertainty exists regarding their realization, which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage its business. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required.

Foreign Currency Translation

The financial statements of the Company’s international consolidated and unconsolidated joint venture investments are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, an average exchange rate for each period for revenues, expenses, gains and losses, and at the transaction date for impairments or asset sales, with the Company’s proportionate share of the resulting translation adjustments recorded as Accumulated OCI. Gains or losses resulting from foreign currency transactions, translated to local currency, are included in income as incurred. In 2014, the Company recorded a release of foreign currency translation from Accumulated OCI to earnings as a result of the sale of its entire investments in Brazil and Russia and substantially all of its investments in Canada.

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

F-13

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

• Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2	Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

• Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See Note 8 – Financial Instruments for additional information.

Segments

At December 31, 2015, the Company had two reportable operating segments: shopping centers and loan investments. The Company’s chief operating decision maker may review operational and financial data on a property basis and does not differentiate properties on a geographical basis for purposes of allocating resources or capital. The Company evaluates individual property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Each consolidated shopping center is considered a separate operating segment; however, each shopping center on a stand-alone basis represents less than 10% of revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregations criteria under the applicable standard.

New Accounting Standards Adopted

Discontinued Operations

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a final standard that changed the criteria for determining which disposals are presented as discontinued operations. The revised definition of a discontinued operation is “a component or group of components that has been disposed of or is classified as held for sale, together as a group in a single transaction,” and “represents a strategic shift that has (or will have) a major effect on an entity’s financial results.” The FASB agreed that a strategic shift includes “a disposal of (i) a separate major line of business, (ii) a separate major geographical area of operations or (iii) a combination of parts of (i) or (ii) that make up a major part of an entity’s operations and financial results.” A business that, upon acquisition, qualifies as held for sale will also be a discontinued operation. The FASB also reaffirmed its decision to no longer preclude presentation of a disposal as a discontinued operation if (a) there is significant continuing involvement with a component after its disposal, or (b) there are operations and cash flows of the component that have not been eliminated from the reporting entity’s ongoing operations. Public entities were required to apply the standard in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. The Company adopted the standard effective January 1, 2015, and there was no impact to net income in the current period financial statements. Properties sold prior to January 1, 2015 are not subject to ASU No. 2014-08 and therefore continue to be classified as discontinued operations using the previous definition. The adoption resulted in most individual property disposals not qualifying for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income from Continuing Operations and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.

Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , and in August 2015 issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . Under ASU No. 2015-03, debt issuance costs reported on the consolidated balance sheet would be reflected as a direct deduction from the related debt liability rather than as an asset. While ASU No. 2015-03 addresses costs related to term debt, ASU No. 2015-15 provides clarification regarding costs to secure revolving lines of credit, which are, at the outset, not associated with an outstanding borrowing. ASU No. 2015-15 provides commentary that the SEC staff would not object to an entity deferring and

F-14

presenting costs associated with line-of-credit arrangements as an asset and subsequently amortizing them ratably over the term of the revolving deb t arrangement. The new guidance is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. Retrospective application to prior periods is required. The Company adopted this standard as of December 31, 2015, which resulted in a reclassification of deferred loan costs, net at December 31, 2014, and a decrease in total net assets of $22.5 million related to term debt (Note 7). The debt issuance costs related to the Company’s revolving credit facilities remain classified as an asset on the consolidated balance sheet. This change was also applied to the selected financial data table in Item 6 of this Form 10-K.

New Accounting Standards To Be Adopted

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers that will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU No. 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements. The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09. The Company is currently assessing the impact, if any, the adoption of this standard will have on its financial statements and has not decided upon the method of adoption.

Business Combinations

In September 2015, the FASB issued guidance pertaining to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. The guidance is effective for public companies for fiscal years beginning after December 15, 2016, with early adoption permitted. Application of the guidance is prospective. The Company has not determined when it will adopt this guidance, nor what impact the adoption may have on its consolidated financial statement s.

Accounting for Leases

The FASB is currently working on amendments to existing accounting standards governing a number of areas including, but not limited to, accounting for leases. In May 2013, the FASB issued an Accounting Standards Update (Revised), Leases (Topic-842) (the “Exposure Draft”), which would replace the existing guidance in Accounting Standards Codification No. 840 Leases . Under the Exposure Draft, among other changes in practice, a lessee’s rights and obligations under most leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. Other significant provisions of the Exposure Draft include (i) defining the “lease term” to include the noncancellable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease; (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed”; and (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits. In November 2015, the FASB announced the final lease standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. As of the date of this report, the final standard has not yet been issued. This Exposure Dra ft could have a significant impact on the Company’s consolidated financial statements as the Company has ground lease agreements, in which it could be either a lessor or lessee, at many of its shopping centers. However, as the standard-setting process is still ongoing, the Company is unable to determine the impact this proposed change in accounting standards will have on its consolidated financial statements and as such the Company continues to assess the impact the adoption of this standard will have on its financial statements.

F-15

2.	Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2015, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage		Assets Owned
BRE DDR Retail Holdings III		5.0%	56 shopping centers in several states
BRE DDR Retail Holdings IV	5.0		6 shopping centers in several states
DDRTC Core Retail Fund, LLC	15.0		25 shopping centers in several states
DDR Domestic Retail Fund I	20.0		55 grocery-anchored retail centers in several states
DDR – SAU Retail Fund, LLC	20.0		23 grocery-anchored retail centers in several states
Other Joint Venture Interests	25.75 – 79.45		3 shopping centers in 2 states

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

	December 31,
	2015			2014
Condensed Combined Balance Sheets
Land	$	1,343,889		$	1,439,849
Buildings		3,551,227			3,854,585
Fixtures and tenant improvements		191,581			200,696
		5,086,697			5,495,130
Less: Accumulated depreciation		(817,235	)		(773,256	)
		4,269,462			4,721,874
Land held for development and construction in progress		52,390			55,698
Real estate, net		4,321,852			4,777,572
Cash and restricted cash		58,916			100,812
Receivables, net		52,768			80,508
Other assets, net		318,546			376,540
	$	4,752,082		$	5,335,432

Mortgage debt	$	3,177,603		$	3,534,553
Notes and accrued interest payable to the Company		1,556			144,831
Other liabilities		219,799			276,998
		3,398,958			3,956,382
Redeemable preferred equity		395,156			305,310
Accumulated equity		957,968			1,073,740
	$	4,752,082		$	5,335,432

Company's share of accumulated equity	$	115,871		$	122,937
Redeemable preferred equity		395,156			305,310
Basis differentials		(42,402	)		(12,954	)
Deferred development fees, net of portion related to the Company's interest		(2,449	)		(2,562	)
Amounts payable to the Company		1,556			2,117
Investments in and Advances to Joint Ventures	$	467,732		$	414,848

F-16

	For the Year Ended December 31,
	2015			2014			2013
Condensed Combined Statements of Operations
Revenues from operations	$	524,697		$	485,764		$	635,933
Expenses from operations:
Operating expenses		195,957			167,691			210,829
Impairment charges ^(A)		52,700			21,583			43,913
Depreciation and amortization		207,816			151,651			201,021
Interest expense		140,701			171,803			204,893
Other (income) expense, net		7,193			18,249			2,298
		604,367			530,977			662,954
Loss before tax expense and discontinued operations		(79,670	)		(45,213	)		(27,021	)
Income tax expense (primarily Sonae Sierra Brasil), net		—			(6,565	)		(27,553	)
Loss from continuing operations		(79,670	)		(51,778	)		(54,574	)
Discontinued operations:
Loss from discontinued operations ^(A)		—			(13,955	)		(65,951	)
Gain (loss) on disposition of real estate, net of tax ^(B)		—			55,020			(19,190	)
Loss before gain on disposition of real estate, net		(79,670	)		(10,713	)		(139,715	)
Gain on disposition of real estate, net		17,188			10,116			794
Net loss	$	(62,482	)	$	(597	)	$	(138,921	)
Income attributable to non-controlling interests		—			(2,022	)		(26,005	)
Net loss attributable to unconsolidated joint ventures	$	(62,482	)	$	(2,619	)	$	(164,926	)
Company's share of equity in net (loss) income of joint ventures ^(C)	$	(5,289	)	$	9,218		$	3,314
Basis differential adjustments ^(D)		2,154			1,771			3,505
Equity in net (loss) income of joint ventures ^(C)	$	(3,135	)	$	10,989		$	6,819

(A)

For the years ended December 31, 2015, 2014 and 2013, the Company’s proportionate share was $10.5 million, $4.4 million and $6.6 million, respectively. Impairment charges included in discontinued operations related to asset sales were $11.1 million and $49.3 million for the years ended December 31, 2014 and 2013, respectively, of which the Company’s proportionate share was $0.8 million and $4.0 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 appropriate, as discussed below.

(B )

For the year ended December 31, 2013, the loss primarily was attributable to an investment in the Coventry II Fund (as defined below) in which the Company had a 20% interest. The joint venture recorded a loss of $32.6 million on the transfer of its ownership of one of its properties to the lender. The Company’s share of the loss was zero as the Company had previously written off its investment in this operating property.

(C )	The Company did not record income or loss from those investments in which its investment basis was zero. As of March 13, 2015, the Company no longer had an interest in the Coventry II Fund assets (see below).

( D )

The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges.

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,
	2015		2014		2013
Management and other fees	$	26.0	$	24.9	$	29.3
Development fees and leasing commissions		6.8		6.4		10.0
Interest income		26.0		11.0		16.1

The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions.

F-17

BRE DDR Retail Holdings Joint Venture Acquisitions

In 2015 and 2014, in two separate transactions, two joint ventures between consolidated affiliates of the Company and The Blackstone Group L.P. (“Blackstone”) each acquired a portfolio of shopping centers (the “BRE DDR Joint Ventures”). The joint ventures were completed on similar terms as follows:

Terms	BRE DDR Retail Holdings IV		BRE DDR Retail Holdings III
Date acquired	December 2015		October 2014
Number of centers		6		70
Gross leasable area ("GLA") ^(A)	1.3 million		11.4 million
DDR common equity interest (5%)	$12.9 million		$19.6 million
DDR preferred equity interest	$82.6 million		$300.0 million
Preferred equity fixed dividend rate per annum		8.5%		8.5%
Transaction value at 100%	$250.1 million		$1.93 billion
Maximum preferred equity fixed distribution deferral		23.5%		23.5%
Fixed distribution rate per annum for any deferred and unpaid preferred equity distributions		8.5%		8.5%
Mortgage debt assumed at 100%	$112.9 million		$436.8 million
New mortgage financings at 100%	—		$800.0 million

(A)

All references to GLA or square feet are unaudited.

Blackstone owned 95% of the common equity of the BRE DDR Joint Ventures, and consolidated affiliates of DDR owned the remaining 5%. The Company’s preferred equity entitled it to certain preferential cumulative distributions payable out of operating and capital proceeds pursuant to the terms and conditions of the preferred equity. This distribution was recognized as interest income within the Company’s consolidated statements of operations and classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. The preferred equity is redeemable (1) at Blackstone’s option, in whole or in part, following acquisition of the properties, subject to early redemption premiums; (2) at DDR’s option after seven years; (3) at varying levels based upon specified financial covenants upon a sale of properties over a certain threshold and (4) upon the incurrence of additional indebtedness by the joint venture. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity is redeemed in full (except for certain specified events).

Coventry II Fund

Coventry Real Estate Advisors L.L.C. (“CREA”) formed Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, the “Coventry II Fund”). The Coventry II Fund was formed with several institutional investors and CREA as the investment manager. The Company and the Coventry II Fund entered into various joint ventures to invest in a variety of retail properties that presented opportunities for value creation. In March 2015, the Company, CREA and the Coventry II Fund finalized a settlement agreement in which the Company acquired Coventry II Fund’s 80% interest in Buena Park Place in Orange County, California (Note 3), and the Company transferred to Coventry II Fund its 20% ownership interest in the 21 remaining assets of the Coventry II Fund investments. The Company accounted for this transaction as a step acquisition and, as a result, recorded a Gain on Change in Control of Interests of $14.3 million related to the difference between the carrying value of its equity investment and the fair value of the asset acquired.

Management Company Investment

In 2015, the Company sold its 50% membership interest in a property management company to its joint venture partner and recorded a loss on sale of $6.5 million, which is included in Gain on Sale and Change in Control of Interests, net in the Company’s consolidated statements of operations. In addition, in the fourth quarter of 2015, the Company sold two shopping centers to its former joint venture partner aggregating a gross purchase price of $112.3 million, and the Company recorded a Gain on Sale of $59.8 million.

Sonae Sierra Brazil BV SARL (“SSB”)

On April 28, 2014, affiliates of DDR sold to Mr. Alexander Otto and certain of his affiliates the Company’s 50% ownership interest in SSB for approximately $343.6 million, which represented the Company’s entire investment in Brazil. SSB owned an approximate 66% interest in a publicly traded company in Brazil, Sonae Sierra Brasil, S.A., which owned 10 shopping centers in Brazil and an indirect interest in the Parque Dom Pedro shopping center. The Company’s effective economic ownership in this investment was approximately 33%. The Company recorded a Gain on Sale of Interests of $83.7 million in 2014, which included the reclassification of $19.7 million of foreign currency translation from Accumulated OCI (Note 11). See discussions of related party

F-18

considerations (Note 14). The weighted-average exchange rate used for recording the equity in net income into U.S. dollars was 2.26 for the Company’s ownership period, J anuary 1, 2014 to April 28, 2014, and 2.14 for the year ended December 31, 2013.

Discontinued Operations

In 2014 and 2013, the unconsolidated joint ventures sold 37 properties and 27 properties, respectively, which are reflected as discontinued operations in the condensed combined statements of operations.

3.	Acquisitions

In 2015 and 2014, the Company acquired the following shopping centers (in millions):

Location or Transaction	Date Acquired	Purchase Price		Face Value of Mortgage Debt Assumed
Orange County, CA ^(A)	March 2015	$	49.2	$	33.0
Orlando, FL	April 2015		33.0		—
Houston, TX	June 2015		69.8		—
Orlando, FL	December 2015		67.1		—
Colorado Springs, CO	April 2014	$	29.4	$	12.9
Roseville, CA	May 2014		89.5		—
Cincinnati, OH	May 2014		29.5		—
Chicago, IL	June 2014		98.0		35.5
Philadelphia, PA	August 2014		31.5		—
Blackstone II Acquisition (seven assets) ^(A)	September 2014		395.3		233.3
Erie, PA ^(A)	December 2014		15.6		—

(A)	Acquired from various unconsolidated joint ventures in separate transactions. See description of Blackstone II Acquisition below.

The fair value of acquisitions was allocated as follows (in thousands):

							Weighted-Average Amortization Period (in Years)
	2015			2014			2015		2014
Land	$	74,699		$	147,559		N/A		N/A
Buildings		140,668			399,274		(B)		(B)
Tenant improvements		5,229			9,625		(B)		(B)
Construction in progress		—			76,214		N/A		N/A
In-place leases (including lease origination costs and fair market value of leases) ^(A)		19,250			59,684			7.3	7.1
Tenant relations		9,176			35,828			10.9	7.7
Other assets		1,252			4,402		N/A		N/A
		250,274			732,586
Less: Mortgage debt assumed at fair value		(33,735	)		(293,288	)	N/A		N/A
Less: Below-market leases		(29,885	)		(28,115	)		18.4	19.1
Less: Other liabilities assumed		(1,169	)		(3,478	)	N/A		N/A
Net assets acquired	$	185,485		$	407,705

(A)	Includes above-market value leases of $1.5 million and $8.8 million at December 31, 2015 and 2014, respectively.

(B)	Depreciated in accordance with the Company’s policy (Note 1).

F-19

	2015		2014
Consideration:
Cash (including debt repaid at closing)	$	169,805	$	330,929
Gain on Change in Control of Interests		14,279		4,296
Carrying value of previously held equity interest ^(A)		1,401		2,449
Repayment of preferred equity interest and mezzanine loan		—		51,775
Issuance of OP Units		—		18,256
Total consideration ^(B)	$	185,485	$	407,705

(A)

The significant inputs used to value the previously held equity interests were determined to be Level 3 for all of the applicable acquisitions. In 2014, the weighted-average discount rate applied to cash flows was approximately 7.6%; the weighted-average residual capitalization rate applied was approximately 7.0%.

(B)	Total consideration excludes $0.7 million and $2.5 million, in 2015 and 2014, respectively, of costs related to the acquisition of these assets. These transaction costs were expensed as incurred and included in Other Income (Expense), Net in the Company’s consolidated statements of operations.

Included in the Company’s consolidated statements of operations are $9.5 million, $23.1 million and $62.1 million in total revenues from the date of acquisition through December 31, 2015, 2014 and 2013, respectively, for the acquired properties.

Assets Acquired from BRE DDR Joint Ventures

In 2014, the Company acquired sole ownership of power centers owned through its interest in a joint venture with Blackstone (“Blackstone II Acquisition”). The Company accounted for this transaction as a step acquisition and, accordingly, recorded a Gain on Sale and Change in Control of Interests related to the difference between the Company’s carrying value and fair value of the previously held equity interest. The acquisition was completed as follows:

Terms	Blackstone II Acquisition Assets
Date acquired	September 2014
Number of centers		7
Transaction value at 100%	$395.3 million
Mortgage debt assumed at 95% (face value)	$233.3 million
Mortgage debt repaid at closing	$28.0 million
DDR preferred equity interest repaid to DDR	$31.2 million
Gain on Change in Control of Interests	$4.0 million

Pro Forma Information

The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2015, as if the acquisition of the properties acquired in 2015 were completed on January 1, 2014. The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2014, as if the acquisition of the interests in the properties acquired in 2014 were completed on January 1, 2013. The Gain on Change in Control of Interests related to the acquisitions from unconsolidated joint ventures was adjusted to the assumed acquisition date as explained above. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been, assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods (in thousands, except per share amounts).

	For the Year Ended December 31, (Unaudited)
	2015			2014
Pro forma revenues	$	1,037,503		$	1,037,525
Pro forma (loss) income from continuing operations	$	(250,685	)	$	24,128
Pro forma net (loss) income attributable to common shareholders	$	(107,347	)	$	94,306
Basic and diluted earnings per share data:
Net (loss) income attributable to common shareholders	$	(0.30	)	$	0.26

F-20

4.	Notes Receivable

The Company has notes receivable, including accrued interest, that are collateralized by certain rights in development projects, partnership interests, sponsor guaranties and/or real estate assets, some of which are subordinate to other financings.

Notes receivable consisted of the following (in thousands):

	December 31,				Maturity Date at	Interest Rate at
	2015		2014		December 31, 2015	December 31, 2015
Loans receivable	$	41,988	$	52,444	September 2017 – June 2023	5.7 % –10.0%
Other		546		3,801	September 2017– July 2026	5.6 % –12.0%
	$	42,534	$	56,245

As of December 31, 2015 and 2014, the Company had three and six loans receivable outstanding, respectively. The following table reconciles the loans receivable on real estate (in thousands):

	2015			2014
Balance at January 1	$	52,444		$	72,218
Additions:
Interest		—			810
Accretion of discount		980			926
Deductions:
Collections of principal and interest		(11,436	)		(460	)
Loan loss reserve ^(A)		—			(500	)
Other ^(B)		—			(20,550	)
Balance at December 31	$	41,988		$	52,444

(A)

Amount classified in Other Income (Expense), Net in the consolidated statement of operations for the year ended December 31, 2014.

(B)

Loan applied toward the purchase price of the asset acquired in Chicago, Illinois (Note 3).

At December 31, 2015, the Company did not have any loans outstanding that were past due. The following table summarizes the activity in the loan loss reserve (in thousands):

	2015			2014		2013
Balance at January 1	$	15,606		$	15,106	$	15,106
Additions:
Loan loss reserve		—			500		—
Deductions:
Write-offs ^(A)		(15,606	)		—		—
Balance at December 31	$	—		$	15,606	$	15,106

(A)

In 2015, the Company sold a note receivable with a face value, including accrued interest, of $9.8 million and a net value of $5.0 million, for proceeds of $7.9 million. As a result, the related loan loss reserve of $4.8 million was reversed and income of $2.9 million was recognized and classified as Gain on Disposition of Real Estate in the consolidated statements of operations. In connection with this transaction, the Company wrote off a cross collateralized fully reserved note receivable with a face value including accrued interest of $10.8 million. The aggregate write-down in the loan loss reserve related to this transaction was $15.6 million.

F-21

5.	Other Assets

Other assets consist of the following (in thousands):

	December 31,
	2015		2014
Intangible assets:
In-place leases, net	$	130,330	$	160,351
Above-market leases, net (including lease origination costs)		46,214		57,199
Tenant relations, net		134,504		171,666
Total intangible assets, net		311,048		389,216
Other assets:
Prepaid expenses ^(A)		28,923		14,456
Other assets		6,293		39,746
Deposits		7,536		8,024
Deferred charges, net		6,113		5,704
Total other assets, net	$	359,913	$	457,146

(A)

Includes deferred tax assets. During 2015, in accordance with amended legislation of the Puerto Rico Internal Revenue Code, the Company elected and paid an additional $20.2 million as part of an overall tax restructuring of which $16.8 million is recorded as a prepaid expense at December 31, 2015 (Note 17).

Amortization expense related to the Company’s intangibles, excluding above- and below-market leases, was as follows:

Year	(Millions)
2015	$	92.6
2014		109.5
2013		57.0

Estimated future amortization expense associated with the Company’s intangible assets, excluding above- and below-market leases, is as follows:

Year	(Millions)
2016	$	71.9
2017		58.8
2018		41.1
2019		30.0
2020		21.5

6.	Revolving Credit Facilities

The following table discloses certain information regarding the Company’s Revolving Credit Facilities (as defined below) (in millions):

	Carrying Value at December 31,				Weighted-Average Interest Rate ^(A) at December 31,				Maturity Date at
	2015		2014		2015		2014		December 31, 2015
Unsecured Credit Facility	$	210.0	$	29.0		1.4%		2.2%	June 2019
PNC Facility		—		—	N/A		N/A		June 2019

(A)	Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at December 31, 2015 and 2014.

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”), which was amended in 2015. The Unsecured Credit Facility provides for borrowings of up to $750 million, if certain financial covenants are maintained, two six-month options to extend the maturity to June 2020 upon the Company’s request and an accordion feature for expansion of availability up to $1.25 billion, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level. The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility. The

F-22

Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at December 31, 2015 . The Unsecured Credit Facility also allows for foreign currency-denominated borrowings .

The Company also maintains a $50 million unsecured revolving credit facility with PNC Bank, National Association (the “PNC Facility” and, together with the Unsecured Credit Facility, the “Revolving Credit Facilities”). The PNC Facility was also amended in 2015 to reflect terms consistent with those contained in the Unsecured Credit Facility.

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either (i) the prime rate plus a specified spread (0.15% at December 31, 2015), as defined in the respective facility, or (ii) LIBOR, plus a specified spread (1.0% at December 31, 2015). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service and Standard and Poor’s. The Company is required to comply with certain covenants under the Revolving Credit Facilities relating to total outstanding indebtedness, secured indebtedness, maintenance of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at December 31, 2015 and 2014.

7.	Unsecured and Secured Indebtedness

The following table discloses certain information regarding the Company’s unsecured and secured indebtedness (in millions):

	Carrying Value at December 31,						Interest Rate ^(A) at December 31,				Maturity Date at
	2015			2014			2015		2014		December 31, 2015
Unsecured indebtedness:
Senior notes ^(B)	$	3,172.2		$	2,425.2		3.375% – 9.625%		3.375% – 9.625%		March 2016 – February 2026
Senior notes – (discount) premium, net		(5.9	)		0.7
Net unamortized debt issuance costs		(17.1	)		(13.5	)
Senior convertible notes due 2040, net		—			340.0		N/A			1.75%	N/A
Total Senior Notes	$	3,149.2		$	2,752.4

2015 Unsecured Term Loan	$	400.0		N/A				1.5%	N/A		April 2017
2014 Unsecured Term Loan	N/A			$	350.0		N/A			3.1%	N/A
Net unamortized debt issuance costs		(2.1	)		(2.1	)
Total Unsecured Term Loan	$	397.9		$	347.9

Secured indebtedness:
Secured Term Loan	$	200.0		$	400.0			1.8%		1.6%	April 2017
Net unamortized debt issuance costs		(0.7	)		(1.5	)
Total Secured Term Loan	$	199.3		$	398.5

Mortgage indebtedness – Fixed Rate	$	1,109.1		$	1,590.6			5.0%		5.4%	September 2016 – February 2022
Mortgage indebtedness – Variable Rate		78.0			99.2			1.8%		1.4%	March 2016 – December 2016
Net unamortized debt issuance costs		(3.9	)		(5.4	)
Total Mortgage Indebtedness	$	1,183.2		$	1,684.4

(A)

The interest rates reflected above for the senior notes represent the range of the coupon rate of the notes outstanding. All other interest rates presented are a weighted-average of the outstanding debt. Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at December 31, 2015 and 2014 .

(B)	Effective interest rate ranged from 3.5% to 9.9% at December 31, 2015.

Senior Notes

In 2015, the Company issued $500.0 million aggregate principal amount of 3.625% senior unsecured notes due February 2025 and $400.0 million aggregate principal amount of 4.25% senior unsecured notes due February 2026.

F-23

The Company’s various fixed-rate senior notes have interest coupon rates that averaged 5.2% and 5.3% at December 31, 2015 and 2014, respectively. Senior notes with an aggregate principal amount of $82.2 million may not be redeemed by the Company prior to maturity and will not be subject to any sinking fund requirements. The remaining senior notes may be redeemed based upon a yield maintenance calculation.

The fixed-rate senior notes and senior convertible notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage. The covenants also require that the cumulative dividends declared or paid from December 31, 1993, through the end of the current period cannot exceed Funds From Operations (as defined in the agreement) plus an additional $20.0 million for the same period unless required to maintain REIT status. Interest is paid semiannually in arrears. At December 31, 2015 and 2014, the Company was in compliance with all of the financial and other covenants.

Total fees, excluding underwriting discounts, incurred by the Company for the issuance of senior notes were $2.0 million and $1.3 million in 2015 and 2013, respectively.

Senior Convertible Notes

In November 2015, the Company elected to redeem their senior convertible notes, in their entirety, prior to maturity. The conversion price consisted of cash equal to the principal amount of the senior convertible notes and a premium paid in the Company’s common shares (equal to 9.0311 common shares per $1,000 principal amount of the senior convertible notes). The Company issued 3.2 million shares upon conversion of the convertible notes. The senior convertible notes were senior unsecured obligations and ranked equally with all other senior unsecured indebtedness of the Company. The Company’s carrying amount of its debt and equity balance at December 31, 2014, for the senior convertible notes was as follows (in thousands):

	December 31, 2014
Carrying value of equity component	$	52,497
Principal amount of senior convertible notes	$	350,000
Remaining unamortized accretion		(9,954	)
Net carrying value of senior convertible notes	$	340,046

2015 Unsecured Term Loan

In 2015, the Company entered into a $400 million unsecured term loan with Wells Fargo Bank, National Association, as administrative agent and PNC Bank, National Association, as syndication agent (the “2015 Unsecured Term Loan”). The 2015 Unsecured Term Loan has a maturity date of April 2017, with three one-year borrower options to extend upon the Company’s request, provided certain conditions are satisfied. The Company may increase the amount of the facility provided that lenders agree to certain terms. The outstanding principal amount under this credit facility may not exceed $600 million. The 2015 Unsecured Term Loan bears interest at variable rates based on LIBOR as defined in the loan agreements plus a specified spread based on the Company’s long-term senior unsecured debt rating (1.1% at December 31, 2015). The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these financial covenants at December 31, 2015.

2014 Unsecured Term Loan

The Company had a $350 million unsecured term loan (the “2014 Unsecured Term Loan”), which was repaid in 2015, with a syndicate of financial institutions, for which Wells Fargo Bank, National Association and PNC Bank, National Association served as the administrative agents. The 2014 Unsecured Term Loan bore interest at variable rates. The Company was required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these financial covenants at December 31, 2014.

Secured Term Loan

The Company maintains a collateralized term loan (the “Secured Term Loan”) with a syndicate of financial institutions, for which KeyBank National Association serves as the administrative agent. The Secured Term Loan matures in April 2017, which may be extended for one year to April 2018 at the Company’s option. Borrowings under the Secured Term Loan bear interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread (1.35% at December 31, 2015) based on the Company’s long-term senior unsecured debt rating. The collateral for the Secured Term Loan is real estate assets, or investment interests in certain assets, that are already encumbered by first mortgage loans. The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these financial covenants at December 31, 2015 and 2014.

F-24

Mortgages Payable

Mortgages payable, collateralized by investments and real estate with a net book value of $1.9 billion at December 31, 2015, and related tenant leases are generally due in monthly installments of principal and/or interest. Fixed interest rates on mortgages payable range from approximately 3.4% to 9.8%.

Scheduled Principal Repayments

The scheduled principal payments of the Revolving Credit Facilities (Note 6), unsecured and secured indebtedness, excluding extension options, as of December 31, 2015, are as follows (in thousands):

Year	Amount
2016	$	410,199
2017		1,132,968
2018		505,499
2019		395,819
2020		649,109
Thereafter		2,056,918
		5,150,512
Unamortized fair market value of assumed debt		12,860
Net unamortized debt issuance costs		(23,835	)
Total indebtedness	$	5,139,537

Total gross fees paid by the Company for the Revolving Credit Facilities and term loans in 2015, 2014 and 2013 aggregated $2.3 million, $1.9 million and $3.2 million, respectively.

8.	Financial Instruments

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments:

Measurement of Fair Value

At December 31, 2015 and 2014, the Company used pay-fixed interest rate swaps to manage its exposure to changes in benchmark interest rates (the “Swaps”). The estimated fair values were determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty's

non-performance risk. The Company determined that the significant inputs used to value its derivatives fell within Level 2 of the fair value hierarchy.

Items Measured at Fair Value on a Recurring Basis

The Company maintains interest rate swap agreements (included in Other Assets and Other Liabilities) and marketable equity securities (included in Other Assets), which include investments in the Company’s Elective Deferred Compensation Plan (Note 15) as of December 31, 2015 and 2014. The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
Assets (Liabilities):	Level 1		Level 2			Level 3		Total
December 31, 2015
Derivative Financial Instruments	$	—	$	(2.5	)	$	—	$	(2.5	)
Marketable Securities	$	3.1	$	—		$	—	$	3.1
December 31, 2014
Derivative Financial Instruments	$	—	$	(4.3	)	$	—	$	(4.3	)
Marketable Securities	$	3.7	$	—		$	—	$	3.7

F-25

Other Fair Value Instruments

Investments in unconsolidated joint ventures are considered financial assets. See discussion of fair value considerations of joint venture investments in Note 12.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Marketable Equity Securities, Accounts Payable, Accrued Expenses and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was approximately $441.5 million and $362.2 million at December 31, 2015 and 2014, respectively, as compared to the carrying amounts of $437.6 million and $358.2 million, respectively.

Debt

The fair market value of senior notes, except senior convertible notes, is determined using the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes, except senior convertible notes, and all other debt including senior convertible notes are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

Debt instruments with carrying values that are different than estimated fair values, are summarized as follows (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	3,149,188	$	3,292,723	$	2,752,394	$	3,011,374
Revolving Credit Facilities and term loans		807,185		811,666		775,343		786,922
Mortgage Indebtedness		1,183,164		1,235,139		1,684,487		1,741,855
	$	5,139,537	$	5,339,528	$	5,212,224	$	5,540,151

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses Swaps as part of its interest rate risk management strategy. The Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

F-26

As of December 31, 2015, the Company had one effective Swap with a notional amount of $78.5 million, e xpiring in September 2017, which converts LIBOR to a fixed rate of 2.8%. The aggregate fair value of the Swap was a liability of $2.5 million, which is included in Other Liabilities on the Company’s consolidated balance sheet. As of December 31, 2014, th e Company had nine Swaps with an aggregate notional amount of $530.0 million. The aggregate fair value of the Swaps was a net liability of $4.3 million, which is included in Other Assets and Other Liabilities on the Company’s consolidated balance sheet.

All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects to reflect within the next 12 months an increase to interest expense (and a corresponding decrease to earnings) of approximately $2.5 million, which includes amortization of previously settled interest rate contracts.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in Accumulated OCI and is subsequently reclassified into earnings, as interest expense, in the period that the hedged forecasted transaction affects earnings. During 2015, such derivatives were used to hedge the forecasted variable cash flows associated with existing or probable future obligations. The ineffective portion of the change in the fair value of derivatives is recognized directly in earnings. During the three years ended December 31, 2015, the amount of hedge ineffectiveness recorded was not material.

The Company is exposed to credit risk in the event of non-performance by the counterparties to the Swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into Swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

Credit Risk-Related Contingent Features

The Company has agreements with each of its Swap counterparties that contain a provision whereby if the Company defaults on certain of its unsecured indebtedness the Company could also be declared in default on its Swaps, resulting in an acceleration of payment under the Swaps.

9 .	Commitments and Contingencies

Legal Matters

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Commitments and Guaranties

In conjunction with the development and expansion of various shopping centers, the Company has entered into agreements with general contractors for the construction or redevelopment of shopping centers aggregating approximately $24.8 million as of December 31, 2015.

At December 31, 2015, the Company had letters of credit outstanding of $30.2 million. The Company has not recorded any obligation associated with these letters of credit. The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company.

In connection with certain of the Company’s unconsolidated joint ventures, the Company agreed to fund amounts due to the joint venture’s lender, under certain circumstances, if such amounts are not paid by the joint venture based on the Company’s pro rata share of such amount, aggregating $4.7 million at December 31, 2015.

Leases

The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2070, with renewal options. Space in the shopping centers is leased to tenants pursuant to agreements that provide for terms ranging generally from one month to 30 years and, in some cases, for annual rentals subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements.

F-27

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises and the s cheduled minimum rental payments under the terms of all non-cancelable operating leases in which the Company is the lessee, principally for office space and ground leases as of December 31, 2015 , are as follows for continuing operations (in thousands) :

Year	Minimum Rental Revenues		Minimum Rental Payments
2016	$	673,930	$	3,448
2017		604,202		3,004
2018		511,631		2,931
2019		427,655		2,685
2020		344,682		2,492
Thereafter		1,114,376		126,248
	$	3,676,476	$	140,808

1 0 .

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

Non-Controlling Interests

The Company had 369,176 and 1,412,366 OP Units outstanding at December 31, 2015 and 2014, respectively. These OP Units, issued to different partnerships, are exchangeable at the election of the OP Unit holder and, under certain circumstances at the option of the Company, into an equivalent number of the Company’s common shares or for the equivalent amount of cash. Most of these OP Units are subject to registration rights agreements covering shares equivalent to the number of OP Units held by the holder if the Company elects to settle in its common shares. The OP Units are classified on the Company’s balance sheet as Non-Controlling Interests.

In 2014, the Company issued 1.0 million OP Units in conjunction with the purchase of an asset in Chicago, Illinois (Note 3). In 2015, these OP Units were converted into an equivalent number of common shares of the Company. This transaction was treated as a purchase of a non-controlling interest and a non-cash transaction.

Preferred Shares

The Company’s preferred shares outstanding are as follows (in thousands):

	December 31,
	2015		2014
Class J — 6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2015 and 2014	$	200,000	$	200,000
Class K — 6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at December 31, 2015 and 2014		150,000		150,000
	$	350,000	$	350,000

In 2014 and 2013, the Company recorded charges of $1.9 million and $5.2 million, respectively, related to the write-off of preferred share original issuance costs triggered by the redemption of preferred shares in the respective year. Total fees paid by the Company for the issuance of preferred shares were $0.4 million in 2013.

The depositary shares, representing the Class J Cumulative Redeemable Preferred Shares (“Class J Shares”) and the Class K Cumulative Redeemable Preferred Shares (“Class K Shares”) represent 1/20 of a Class J Share and Class K Share, respectively, and have a liquidation value of $500 per share. The Class J depositary shares are not redeemable by the Company prior to August 1, 2017, and the Class K depositary shares are not redeemable by the Company prior to April 9, 2018, except in certain circumstances relating to the preservation of the Company’s status as a REIT.

F-28

The Company’s authorized preferred shares consist of the following:

750,000 of each: Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and Class K Cumulative Redeemable Preferred Shares, without par value

750,000 Non-Cumulative Preferred Shares, without par value

2,000,000 Cumulative Voting Preferred Shares, without par value

Common Shares

The Company’s common shares have a $0.10 per share par value. Common share dividends declared per share were as follows:

	For the Year Ended December 31,
	2015		2014		2013
Common share dividends declared per share	$	0.69	$	0.62	$	0.54

The Company issued common shares, including through the use of its continuous equity programs, and paid fees of $0.2 million and $0.7 million, respectively, for the years ended December 31, 2014 and 2013 and none in 2015. The issuances are as follows:

Year

Number of

Shares Sold

(Millions)

Average Price

Per Share

Net Proceeds

(Millions)

2014

0.7

18.15

11.6

2013

44.1

18.76

788.0

11.	Other Comprehensive Loss

The changes in Accumulated OCI by component are as follows:

	Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Net Unrealized Gains (Losses) on Marketable Securities			Total
Balance, December 31, 2012	$	(22,247	)	$	(5,678	)	$	—		$	(27,925	)
Other comprehensive income (loss) before reclassifications		13,863			(24,946	)		2,043			(9,040	)
Change in cash flow hedges reclassed to earnings ^(A)		472			—			—			472
Net current-period other comprehensive income (loss)		14,335			(24,946	)		2,043			(8,568	)
Balance, December 31, 2013		(7,912	)		(30,624	)		2,043			(36,493	)
Other comprehensive (loss) income before reclassifications		(1,045	)		10,002			(627	)		8,330
Change in cash flow hedges reclassed to earnings ^(A)		472			—			—			472
Reclassification adjustment for foreign currency translation ^(B)		—			21,755			—			21,755
Reclassification adjustment for realized gains on available-for-sale securities ^(C)		—			—			(1,416	)		(1,416	)
Net current-period other comprehensive (loss) income		(573	)		31,757			(2,043	)		29,141
Balance, December 31, 2014		(8,485	)		1,133			—			(7,352	)
Other comprehensive income (loss) before reclassifications		1,203			(1,307	)		—			(104	)
Change in cash flow hedges reclassed to earnings ^(A)		1,173			—			—			1,173
Net current-period other comprehensive income (loss)		2,376			(1,307	)		—			1,069
Balance, December 31, 2015	$	(6,109	)	$	(174	)	$	—		$	(6,283	)

(A)

For the year ended December 31, 2015, includes Other Income (Expense), Net of $0.6 million. Additionally, in the Company’s consolidated statements of operations, amortization of $0.7 million, $0.6 million and $0.6 million was classified in Interest Expense for the three years ended December 31, 2015, 2014 and 2013, respectively, partially offset by amortization classified in Equity in Net Income of Joint Ventures of $0.1 million in each of the same periods, which was previously recognized in Accumulated OCI.

(B)

Includes a release of foreign currency translation of $19.7 million related to the Company’s sale of its interest in SSB (Note 2), classified as Gain on Sale and Change in Control of Interests in the Company’s consolidated financial statements. Also includes a release of foreign currency translation of $2.1 million related to the Company’s liquidation of its investment in Russia and its substantial liquidation of its consolidated investment in Canada, classified as Gain on Sale, as well as Non-Controlling Interests, in the Company’s consolidated statements of operations. These transactions were previously recognized in Accumulated OCI.

(C)	Realized gains are included in the Company’s consolidated statement of operations within Other Income (Expense), Net for the year ended December 31, 2014.

F-29

12.	Impairment Charges and Impairment of Joint Venture Investments

The Company recorded impairment charges based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions):

	For the Year Ended December 31,
	2015		2014		2013
Assets marketed for sale or assets sold ^(A)	$	179.7	$	10.6	$	16.0
Undeveloped land previously held for development ^(B)		99.3		18.6		3.0
Total continuing operations	$	279.0	$	29.2	$	19.0
Sold assets – discontinued operations		—		8.9		53.6
Joint venture investments ^(C)		1.9		30.7		1.0
Total impairment charges	$	280.9	$	68.8	$	73.6

(A)

In March 2015, the Company’s new senior management team initiated changes in the Company’s investment strategy. Senior management took steps to accelerate the Company’s portfolio quality improvement initiative, which it intends to accomplish in part through the acceleration of disposition plans of lower quality assets that do not have strong long-term growth profiles. As a result, in connection with the preparation of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, the Company concluded that certain assets were impaired. The Company recorded impairment charges on 25 operating shopping centers that management identified as disposition candidates over the 12 to 24-month period following March 2015. The impairment charges for the years ended December 31, 2014 and 2013, were triggered primarily due to the Company’s marketing of these assets for sale and management’s assessment of the likelihood and timing of one or more potential transactions.

(B)	Amounts recorded primarily were related to land previously held for future development. The asset impairments were triggered primarily by the decision made by the Company’s senior management to sell the land and no longer consider development alternatives.

(C)

Represents “other than temporary impairment” charges on unconsolidated joint venture investments. Amount recorded in 2014 represents a charge on a joint venture development project in Canada. The impairment primarily was triggered as a result of a major retailer’s decision to exit the Canadian market, as well as changes in the timing of the project and development assumptions.

Items Measured at Fair Value on a Non-Recurring Basis

The Company is required to assess the fair value of certain impaired consolidated and unconsolidated joint venture investments. The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development or not at stabilization, the significant assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. For investments in unconsolidated joint ventures, the Company also considered the valuation of any underlying joint venture debt. These valuation adjustments were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

F-30

The following table presents information about the Compa ny’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the years ended December 31, 2015, 2014 and 2013 . The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions) .

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2015
Long-lived assets held and used	$	—	$	—	$	407.1	$	407.1	$	279.0
Unconsolidated joint venture investments		—		—		—		—		1.9
December 31, 2014
Long-lived assets held and used		—		—		141.2		141.2		38.1
Unconsolidated joint venture investments		—		—		6.4		6.4		30.7
December 31, 2013
Long-lived assets held and used/held for sale		—		—		164.2		164.2		72.6
Unconsolidated joint venture investments		—		—		35.3		35.3		1.0

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value of non-recurring items (in millions, except price per square foot, which is in thousands):

Quantitative Information About Level 3 Fair Value Measurements

Fair Value at December 31,

Range

Description

2015

2014

Valuation

Technique

Unobservable

Inputs

2015

2014

Impairment of consolidated assets

33.8

74.2

Indicative

Bid ^(A) /

Contracted

Price

Indicative

Bid ^(A) /

Contracted

Price

N/A

287.6

67.0

Income

Capitalization

Approach ^(B)/

Sales

Comparison

Approach

Market

Capitalization

Rate

8% – 9%

Price per

Square Foot

$1 0 –$40

N/A

51.5

N/A

Indicative

Bid ^(A)

Indicative

Bid ^(A)

N/A

Discounted

Cash Flow

Discount

Rate

10% – 14%

N/A

Terminal

Capitalization

Rate

8% – 10%

N/A

34.2

N/A

Indicative

Bid ^(A) /

Sales

Comparison

Approach

Indicative

Bid ^(A)

N/A

Impairment of joint venture investments

—

6.4

Discounted

Cash Flow

Discount

Rate

N/A

15%

Terminal

Capitalization

Rate

N/A

(A)

Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values.

(B)	Vacant space in certain assets was valued based on a price per square foot.

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13.	Discontinued Operations and Disp osition of Real Estate and Real Estate Investments

Disposition of Real Estate

During the year ended December 31, 2015, the Company sold 29 properties and additional non-income producing assets. These sales have not been classified as discontinued operations in the financial statements, as these sales do not represent a strategic shift in the Company’s business plan (Note 1).

Discontinued Operations

The Company sold 35 properties in 2014 and 39 properties in 2013 that are included in discontinued operations. The following table provides a summary of revenues and expenses from properties included in discontinued operations prior to the newly adopted guidance for reporting discontinued operations (Note 1) (in thousands):

	For the Year Ended December 31,
	2014			2013
Revenues	$	39,537		$	81,241
Expenses:
Operating expenses		11,070			23,204
Impairment charges		8,877			53,553
Interest, net		9,947			19,457
Depreciation and amortization		16,254			27,568
		46,148			123,782
Loss from discontinued operations		(6,611	)		(42,541	)
Gain on disposition of real estate, net of tax		96,009			11,274
Income (loss) from discontinued operations	$	89,398		$	(31,267	)

14.	Transactions with Related Parties

Transactions with the Company’s equity affiliates are described in Note 2.

As discussed in Note 2, on April 28, 2014, affiliates of DDR sold to Mr. Alexander Otto (the “Investor”) and certain of his affiliates (collectively with the Investor, the “Purchasers”) the Company’s 50% ownership interest in SSB for approximately $343.6 million, which represented the Company’s entire investment in Brazil. The Investor was deemed to be a related party in 2014 as a result of his common stock ownership in DDR. Furthermore, Dr. Finne, a director of DDR, is a Managing Director of certain entities affiliated with the Investor, which entities purchased a portion of the Company’s ownership interest in SSB. The Company believed that the sales price and other terms of the transaction were negotiated on terms equivalent to those prevailing in an arms’ length transaction. The transaction was approved by the Company’s Board of Directors, with the two board members recommended for nomination by the Investor recusing themselves.

15.	Benefit Plans

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, awards available for grant were 6.2 million common shares at December 31, 2015.

Stock Options

Stock options may be granted at per-share prices not less than fair market value at the date of grant and must be exercised within the maximum contractual term of 10 years thereof. Options granted under the plans generally vest over three years in one-third increments, beginning one year after the date of grant.

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The fair values for option awards granted in 2015, 2014 and 2013 were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-aver age assumptions:

For the Year Ended December 31,

2015

2014

2013

Weighted-average fair value of grants

2.35

2.43

5.31

Risk-free interest rate (range) – Based upon the U.S. Treasury Strip

with a maturity date that approximates the expected term of the award

1.4%–1.6%

1.2%–1.4%

0.9% – 1.8%

Dividend yield (range ) – Forecasted dividend yield based on the

expected life

4.1%–4.3%

4.5%–4.6%

4.1%–4.5%

Expected life (range) – Derived by referring to actual exercise experience

4–5 years

5–6 years

Expected volatility (range) – Derived by using a 50/50 blend of implied

and historical changes in the Company's historical stock prices over a

time frame consistent with the expected life of the award

21.5%–23.4%

24.7%–28.5%

49.2%–52.5%

The following table reflects the stock option activity described above:

				Weighted-		Weighted- Average		Aggregate
	Number of Options (Thousands)			Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value (Thousands)
Balance December 31, 2012		2,596		$	25.70
Granted		345			16.91
Exercised		(87	)		9.25
Forfeited		(193	)		28.10
Balance December 31, 2013		2,661			24.77
Granted		774			16.61
Exercised		(154	)		10.02
Forfeited		(320	)		33.40
Balance December 31, 2014		2,961			22.48
Granted		557			19.26
Exercised		(234	)		12.85
Forfeited		(472	)		36.51
Balance December 31, 2015		2,812		$	20.29		5.6	$	6,867

Options exercisable at December 31,
2015		1,760		$	21.69		4.2	$	6,764
2014		1,922			25.75		4.0		9,077
2013		2,052			27.53		4.1		6,491

The following table summarizes the characteristics of the options outstanding at December 31, 2015 (in thousands):

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Outstanding at 12/31/15		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Exercisable at 12/31/15		Weighted-Average Exercise Price
$0.00 – $12.00		566		3.3	$	6.92		566	$	6.92
$12.01–$16.00		371		5.7		13.85		371		13.85
$16.01–$21.00		1,415		7.9		17.64		363		16.76
$21.01–$69.50		460		1.5		50.09		460		50.09
		2,812		5.6	$	20.29		1,760	$	21.69

F-33

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2015 (options in thousands):

	Options			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2014		1,039		$	3.23
Granted		557			2.35
Vested		(438	)		3.64
Forfeited		(106	)		2.71
Unvested at December 31, 2015		1,052		$	2.64

As of December 31, 2015, total unrecognized stock option compensation cost granted under the plans was $1.4 million, which is expected to be recognized over a weighted-average 1.6-year term.

Exercises of Employee Stock Options

The following table summarizes the activity of employee stock option exercises that are primarily settled with newly issued common shares or with treasury shares, if available (in millions):

	For the Year Ended December 31,
	2015		2014		2013
Cash received for exercise price	$	2.5	$	1.5	$	0.8
Intrinsic value		1.2		1.1		0.7

Restricted Stock Awards

The Board of Directors approved grants to executives of the Company of restricted common shares of 0.2 million in 2015 and 2013, and 0.3 million in 2014. The restricted stock grants generally vest in equal annual amounts over a four-year period. Restricted share awards have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding. These grants have a weighted-average fair value at the date of grant ranging from $9.25 to $19.54, which was equal to the market value of the Company’s common shares at the date of grant. As a component of compensation to the Company’s non-employee directors, the Company issued 0.1 million common shares to the non-employee directors in each of the three years ended December 31, 2015. These grants were issued equal to the market value of the Company’s common shares at the date of grant and immediately vested upon grant.

In 2009, the Company’s Board of Directors approved and adopted the Value Sharing Equity Program (the “2009 VSEP”) and the grant of awards to certain of the Company’s executives. These award grants are reflected as restricted stock and vest in equal annual amounts through December 31, 2016.

2013 Value Sharing Equity Program

The Company adopted the 2013 Value Sharing Equity Program (“2013 VSEP”) and on January 1, 2013, granted to certain officers of the Company awards that represent the opportunity to earn restricted stock grants through December 31, 2015. The 2013 VSEP awards earned resulted in the granting of common shares of the Company to participants on several measurement dates through December 31, 2015, and are subject to an additional service-based vesting schedule. As a result, in general, the total compensation available to participants under the 2013 VSEP will be fully earned and vested on December 31, 2019.

The 2013 VSEP was designed to allow DDR to reward participants for superior financial performance and allow them to share in value created based upon (1) increases in DDR’s adjusted market capitalization over pre-established periods and (2) increases in relative total shareholder return of DDR as compared to the performance of the FTSE NAREIT Equity REITs Total Return Index for the FTSE International Limited NAREIT U.S. Real Estate Index Series (the “NAREIT Index”). Under the 2013 VSEP, participants were granted two types of performance-based awards – an “absolute performance award” and a “relative performance award,” which were settled with DDR common shares.

Absolute Performance Awards. On December 31, 2015, the final measurement date, the Company measured the “Value Created” between the start of the 2013 VSEP through December 31, 2015. Value Created was determined as the increase in DDR’s market capitalization, as adjusted for equity issuances and/or equity repurchases. The share price used for purposes of determining Value Created for the absolute performance awards was capped based on an 8.0% compound annual growth rate for DDR shares from the start of the 2013 VSEP through the end of 2015 (the “Maximum Ending Share Price”).

F-34

T he total share of Value Created for al l participants for th e absolute performance awards was capped at $18.0 million (the aggregate percentage share for all participants for th e absolute performance awards was 1.4133%). As a result, each participant’s total share of Value Created for th e abso lute performance awards was capped at an individual maximum limit. An aggregate of 0.5 million common shares was issued under the terms of the plan .

Relative Performance Awards. Under the relative performance awards, on December 31, 2015, DDR compared its dividend-adjusted share price performance during the period between the start of the 2013 VSEP and December 31, 2015, to the performance of a comparable hypothetical investment in the NAREIT Index (in each case as adjusted for equity issuances and/or equity repurchases during the same period). No relative performance awards were earned under the terms of the plan.

The fair value of the 2013 VSEP awards was estimated on the date of grant using a Monte Carlo approach model based on the following assumptions:

	Range
Risk-free interest rate		0.36%
Weighted-average dividend yield		4.0%
Expected life	3 years
Expected volatility	18% – 24%

Summary of Unvested Share Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants and grants pursuant to VSEP plans for the year ended December 31, 2015 (awards in thousands):

	Awards			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2014		1,165		$	16.00
Granted		240			19.06
Vested		(582	)		15.83
Forfeited		(81	)		16.98
Unvested at December 31, 2015		742		$	17.03

As of December 31, 2015, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $10.1 million, which is expected to be recognized over a weighted-average 2.0-year term.

Deferred Compensation Plans

The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code. Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan and DDR Corp. Equity Deferred Compensation Plan, both non-qualified plans, which permit the deferral of base salaries, commissions and annual performance-based cash bonuses or receipt of restricted shares. In addition, directors of the Company are permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan. All of these plans were fully funded at December 31, 2015.

F-35

16.	Earnings Per Share

The following table provides a reconciliation of net (loss) income from continuing operations and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts):

	For the Year Ended December 31,
	2015			2014			2013
Numerators – Basic and Diluted
Continuing Operations:
(Loss) income from continuing operations	$	(237,881	)	$	21,107		$	21,419
Plus: Gain on disposition of real estate		167,571			3,060			467
Plus: (Income) loss attributable to non-controlling interests		(1,858	)		2,356			(640	)
Less: Write-off of preferred share original issuance costs		—			(1,943	)		(5,246	)
Less: Preferred dividends		(22,375	)		(24,054	)		(27,721	)
Less: Earnings attributable to unvested shares and OP Units		(1,286	)		(1,684	)		(1,367	)
Loss from continuing operations		(95,829	)		(1,158	)		(13,088	)
Discontinued Operations:
Income (loss) from discontinued operations		—			89,398			(31,267	)
Plus: loss (income) attributable to non-controlling interests		—			1,361			(154	)
Net (loss) income attributable to common shareholders after allocation to participating securities	$	(95,829	)	$	89,601		$	(44,509	)
Denominators – Number of Shares
Basic and Diluted — Average shares outstanding		360,946			358,122			326,426

Basic Earnings Per Share:
Loss from continuing operations attributable to common shareholders	$	(0.27	)	$	0.00		$	(0.04	)
Income (loss) from discontinued operations attributable to common shareholders		—			0.25			(0.10	)
Net (loss) income attributable to common shareholders	$	(0.27	)	$	0.25		$	(0.14	)
Diluted Earnings Per Share:
Loss from continuing operations attributable to common shareholders	$	(0.27	)	$	0.00		$	(0.04	)
Income (loss) from discontinued operations attributable to common shareholders		—			0.25			(0.10	)
Net (loss) income attributable to common shareholders	$	(0.27	)	$	0.25		$	(0.14	)

Basic average shares outstanding do not include restricted shares totaling 0.7 million, 1.2 million and 1.8 million that were not vested at December 31, 2015, 2014 and 2013, respectively (Note 15).

The following potentially dilutive securities were considered in the calculation of EPS:

Potentially Dilutive Securities

Options to purchase 2.8 million, 3.0 million and 2.7 million common shares were outstanding at December 31, 2015, 2014 and 2013, respectively (Note 15). These outstanding options were not considered in the computation of diluted EPS for all periods presented, as the options were anti-dilutive due to the Company’s loss from continuing operations.

The Company’s senior convertible notes due 2040 were not included in the computation of diluted EPS for all periods presented due to the Company’s loss from continuing operations. These notes were repaid in 2015 (Note 7). The senior convertible notes had a conversion price of $14.85 at December 31, 2014.

The exchange into common shares associated with OP Units was not included in the computation of diluted shares outstanding for all periods presented because the effect of assuming conversion was anti-dilutive (Note 10).

F-36

Shares subject to issuance u nder the Company’s 2013 VSEP (Note 15) were not considered in the computation of diluted EPS for the years ended December 31, 2014 and 2013 , as the calculation was anti-dilutive. The final measurement date for the 2013 VSEP was December 31, 2015, and acco rdingly not dilutive.

The 39.1 million common shares that were subject to forward equity agreements entered into in May 2013 were not included in the computation of diluted EPS using the treasury stock method prior to the date of settlement because they were anti-dilutive due to the Company’s loss from continuing operations. The Company settled the forward equity agreements in September and October 2013. The agreement was not in effect in 2015 or 2014.

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 each of the three years ended December 31, 2015, 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, the Company has a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity.

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.

The tax cost basis of assets was $10.6 billion at December 31, 2015 and 2014, and $10.4 billion at December 31, 2013. For the years ended December 31, 2015, 2014 and 2013, the Company recorded a net payment of $1.5 million, $1.6 million and $1.9 million, respectively, related to taxes. The net payment for the year ended December 31, 2015, does not include the 2015 Puerto Rico tax prepayment of $20.2 million. These amounts reflect taxes paid to federal and state authorities for franchise and other taxes.

In 2015, in accordance with temporary legislation of the Puerto Rico Internal Revenue Code, the Company made a voluntary election to prepay $20.2 million of taxes related to the built-in gains associated with the real estate assets in Puerto Rico and restructured the ownership of its 14 assets in Puerto Rico. The net balance sheet impact to the financial statements related to the restructuring was $16.8 million which is reflected as a prepaid expense (Note 5). The Company recorded a tax expense of $3.4 million related to the 2% effective tax rate spread between the 12% tax payment and the 10% withholding tax rate. This election permitted the Company to step up its tax basis in the Puerto Rican assets to the current estimated fair value while reducing its effective capital gains tax rate from 29% to 12%. In addition, effective January 1, 2015, the Company entered into a closing agreement with the Puerto Rico Secretary of Treasury that now treats the Company as a Puerto Rico REIT, eliminating the requirement to record current and deferred income taxes for 2015 and forward. To the extent the Company qualifies as a REIT under the IRS guidelines, the Company will not be subject to income tax. However, the distributions made to its shareholders will be subject to a 10% withholding tax, which is treated as additional dividend/equity and not an income tax on the Company’s financial statements.

As a result of the Company’s closing agreement with the Puerto Rico Secretary of Treasury treating the Company as a REIT (as discussed above), the Company is no longer required to record current and deferred income 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,
TRS	2015			2014		2013
Book (loss) income before income taxes	$	(1,446	)	$	12,104	$	6,705
Current	$	—		$	—	$	—
Deferred		—			—		—
Total expense	$	—		$	—	$	—

F-37

	For the Year Ended December 31,
Puerto Rico	2014			2013
Book loss before income taxes	$	(11,040	)	$	(9,919	)
Current	$	—		$	673
Deferred		—			—
Total expense	$	—		$	673

At December 31, 2015 and 2014, the Company had combined net deferred tax assets of $65.4 million and $84.5 million, respectively. The net deferred tax asset at December 31, 2015, included $38.0 million attributed to TRS net operating loss carryforwards that expire in varying amounts between the years 2022 through 2035.

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

	For the Year Ended December 31,
TRS	2015			2014			2013
Statutory rate of 34% applied to pre-tax (loss) income	$	(492	)	$	4,115		$	2,280
Effect of state and local income taxes, net of federal tax benefit		(72	)		605			335
Valuation allowance decrease		(1,169	)		(6,144	)		(1,725	)
Other		1,733			1,424			(890	)
Total expense	$	—		$	—		$	—
Effective tax rate		0.00	%		0.00	%		0.00	%

	For the Year Ended December 31,
Puerto Rico	2014			2013
Statutory rate of 39% applied to pre-tax loss	$	(4,306	)	$	(3,869	)
Valuation allowance increase		4,194			6,714
Statutory rate decrease (increase)		—			(2,189	)
Other		112			17
Total expense	$	—		$	673
Effective tax rate		0.00	%		(6.79	)%

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

	For the Year Ended December 31,
	2015			2014			2013
Deferred tax assets – TRS	$	65,891		$	67,085		$	73,182
Deferred tax assets – Puerto Rico	N/A				53,394			50,061
Deferred tax liabilities – TRS		(514	)		(539	)		(492	)
Deferred tax liabilities – Puerto Rico	N/A				(35,437	)		(36,298	)
Valuation allowance – TRS		(65,377	)		(66,546	)		(72,690	)
Valuation allowance – Puerto Rico	N/A				(17,957	)		(13,763	)
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.

F-38

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

	For the Year Ended December 31,
	2015			2014			2013
GAAP net (loss) income attributable to DDR	$	(72,168	)	$	117,282		$	(10,175	)
Plus: Book depreciation and amortization ^(A)		385,696			341,391			296,008
Less: Tax depreciation and amortization ^(A)		(228,882	)		(210,850	)		(194,889	)
Book/tax differences on losses from capital transactions		(149,507	)		(313,855	)		(148,066	)
Joint venture equity in earnings, net ^(A)		8,491			97,323			15,659
Deferred income		(4,293	)		(12,545	)		4,910
Compensation expense		(18,879	)		(6,103	)		(5,626	)
Impairment charges		280,930			68,703			73,577
Senior convertible notes – accretion adjustment		9,954			11,377			10,789
Senior convertible notes – repurchase premium		(52,390	)		—			—
Puerto Rico tax prepayment		(16,812	)		—			—
Miscellaneous book/tax differences, net		(10,204	)		(14,745	)		(9,268	)
Taxable income before adjustments		131,936			77,978			32,919
Less: Capital gains		—			(48,015	)		—
Taxable income subject to the 90% dividend requirement	$	131,936		$	29,963		$	32,919

(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 earnings, net.”

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

	For the Year Ended December 31,
	2015			2014			2013
Dividends paid	$	264,243		$	239,294		$	193,101
Plus: Deemed dividends on convertible debt		14,159			12,026			9,987
Less: Dividends designated to prior year		(5,594	)		(6,608	)		(7,030	)
Plus: Dividends designated from the following year		5,594			5,594			6,608
Less: Return of capital		(146,466	)		(172,328	)		(169,747	)
Dividends paid deduction	$	131,936		$	77,978		$	32,919

18.	Segment Information

The tables below present information about the Company’s reportable operating segments and reflect the impact of discontinued operations in 2014 and 2013 (Note 13) (in thousands):

	For the Year Ended December 31, 2015
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	1,027,934		$	137					$	1,028,071
Rental operation expenses		(293,578	)		(115	)					(293,693	)
Net operating income		734,356			22						734,378
Impairment charges		(279,021	)								(279,021	)
Depreciation and amortization		(402,045	)								(402,045	)
Interest income					29,213						29,213
Other income (expense), net							$	(1,739	)		(1,739	)
Unallocated expenses ^(A)								(321,395	)		(321,395	)
Equity in net loss of joint ventures		(3,135	)								(3,135	)
Impairment of joint venture investments		(1,909	)								(1,909	)
Gain on sale and change in control of interests, net		7,772									7,772
Loss from continuing operations										$	(237,881	)
As of December 31, 2015:
Total gross real estate assets	$	10,128,199								$	10,128,199
Notes receivable, net ^(B)				$	437,144		$	(394,610	)	$	42,534

F-39

	For the Year Ended December 31, 2014
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	985,479		$	196					$	985,675
Rental operation expenses		(281,005	)		(102	)					(281,107	)
Net operating income		704,474			94						704,568
Impairment charges		(29,175	)								(29,175	)
Depreciation and amortization		(402,825	)								(402,825	)
Interest income					15,927						15,927
Other income (expense), net					(500	)	$	(11,762	)		(12,262	)
Unallocated expenses ^(A)								(323,459	)		(323,459	)
Equity in net income of joint ventures		10,989									10,989
Impairment of joint venture investments		(30,652	)								(30,652	)
Gain on sale and change in control of interests, net		87,996									87,996
Income from continuing operations										$	21,107
As of December 31, 2014:
Total gross real estate assets	$	10,335,785								$	10,335,785
Notes receivable, net ^(B)				$	357,754		$	(301,509	)	$	56,245

	For the Year Ended December 31, 2013
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	829,890		$	45					$	829,935
Rental operation expenses		(238,727	)		(452	)					(239,179	)
Net operating income (loss)		591,163			(407	)					590,756
Impairment charges		(19,044	)								(19,044	)
Depreciation and amortization		(296,560	)								(296,560	)
Interest income					23,541						23,541
Other income (expense), net							$	(6,408	)		(6,408	)
Unallocated expenses ^(A)								(296,611	)		(296,611	)
Equity in net (loss) income of joint ventures		(10,020	)					16,839			6,819
Impairment of joint venture investments		(980	)								(980	)
Gain on sale and change in control of interests, net		19,906									19,906
Income from continuing operations										$	21,419
As of December 31, 2013:
Total gross real estate assets	$	10,228,061								$	10,228,061
Notes receivable, net ^(B)				$	143,989		$	(65,651	)	$	78,338

(A)	Unallocated expenses consist of General and Administrative expenses, Interest Expense and Tax Expense as listed in the Company’s consolidated statements of operations.

(B)	Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets.

19.	Subsequent Events

Asset Sales

From January 1, 2016 to February 24, 2016, the Company sold 16 operating assets, including 11 owned by one joint venture, and two non-operating assets for an aggregate sales price of $218.7 million at the Company’s share.

Award Plan

On February 9, 2016, the Company adopted the 2016 Value Sharing Equity Program (the “2016 VSEP”), with awards effective February 9, 2016. The 2016 VSEP awards, if earned, may result in the granting of common shares of the Company and time-vested restricted stock units (“RSUs”) to participants on future measurement dates over three years, subject to an additional time-based vesting schedule. As a result, in general, the total compensation available to participants under the 2016 VSEP, if any, will be fully earned only after approximately seven years (the three-year performance period and the final four-year time-based vesting period for RSUs).

F-40

The 2016 VSEP is designed to permit the Company to reward participants for helping the Company achieve certain financial performance by allowing them to share in value created ( i.e. the increase in t he Company’s market capitalization), as adjusted for equity issuances and/or equity repurchases, based upon increases in the Company’s adjusted market capitalization on certain measurement dates over the Company’s initial market capitalization using a star ting share price of $17.41 per share, over pre-established periods of time. The ending share price used for purposes of determining the value created for the performance awards during any measurement period is capped at $25.35 per share. Because the Comp any’s initial market capitalization is based upon a share price of $17.41 per share, there are no performance awards earned until the Company’s share price exceeds this price.

20 .	Quarterly Results of Operations (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2015 and 2014 (in thousands, except per share amounts):

	2015									2014
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter		First Quarter			Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	258,825		$	257,323	$	257,135	$	254,788	$	241,512		$	242,040	$	245,355	$	256,768
Net (loss) income attributable to DDR		(243,787	)		18,598		59,555		93,466		(16,640	)		76,016		68,606		(10,700	)	^(A)
Net (loss) income attributable to common shareholders		(249,381	)		13,004		53,962		87,872		(23,248	)		67,815		63,012		(16,294	)	^(A)
Basic:
Net (loss) income per common share attributable to common shareholders	$	(0.69	)	$	0.03	$	0.15	$	0.24	$	(0.07	)	$	0.19	$	0.17	$	(0.05	)
Weighted-average number of shares		359,818			360,073		361,107		362,734		357,634			357,812		358,025		359,007
Diluted:
Net (loss) income per common share attributable to common shareholders	$	(0.69	)	$	0.03	$	0.15	$	0.24	$	(0.07	)	$	0.19	$	0.17	$	(0.05	)
Weighted-average number of shares		359,818			364,147		363,571		365,197		357,634			358,295		358,512		359,007

(A)	Includes impairment charges of $32.6 million for the three months ended December 31, 2014.

F-41

S CHEDULE II

DDR Corp.

Valuation and Qualifying Accounts and Reserves

For the Years Ended December 31, 2015, 2014 and 2013

(in thousands)

	Balance at Beginning of Year		Charged to Expense			Deductions		Balance at End of Year
Year ended December 31, 2015
Allowance for uncollectible accounts ^(A)	$	26,389	$	4,964		$	21,146	$	10,207
Valuation allowance for deferred tax assets	$	84,503	$	—		$	19,126	$	65,377
Year ended December 31, 2014
Allowance for uncollectible accounts ^(A)	$	29,032	$	4,342	^(B)	$	6,985	$	26,389
Valuation allowance for deferred tax assets	$	86,453	$	—		$	1,950	$	84,503
Year ended December 31, 2013
Allowance for uncollectible accounts ^(A)	$	29,458	$	8,315		$	8,741	$	29,032
Valuation allowance for deferred tax assets	$	81,464	$	4,989		$	—	$	86,453

(A)	Includes allowances on accounts receivable, straight-line rents and notes receivable.

(B)	Includes loan loss reserve of $0.5 million for the year ended December 31, 2014.

F-42

S CHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

															Total Cost,
	Initial Cost						Total Cost ⁽¹⁾								Net of				Depreciable		Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Lives		Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances		(Years) ⁽²⁾		Acquisition (A)
Bayamon, PR	$	132,074	$	152,441	$	—	$	132,759	$	187,408	$	320,167	$	60,281	$	259,886	$	—		S/L 31.5	2005 (A)
Carolina, PR		28,522		76,947		—		28,601		82,737		111,338		29,062		82,276		72,306		S/L 31.5	2005 (A)
Humacao, PR		16,386		74,059		—		16,386		83,639		100,025		31,377		68,648		—		S/L 31.5	2005 (A)
Isabela, PR		8,175		41,094		—		8,236		43,145		51,381		15,218		36,163		21,778		S/L 31.5	2005 (A)
San German, PR		9,686		20,775		—		9,686		21,615		31,301		7,683		23,618		—		S/L 31.5	2005 (A)
Cayey, PR		18,226		25,101		—		18,538		27,534		46,072		9,485		36,587		20,619		S/L 31.5	2005 (A)
Bayamon, PR		91,645		98,007		—		92,027		123,323		215,350		38,729		176,621		123,657		S/L 31.5	2005 (A)
Rio Piedras, PR		10,338		23,285		—		10,338		29,860		40,198		10,495		29,703		—		S/L 31.5	2005 (A)
Bayamon, PR		4,294		11,987		—		4,584		23,681		28,265		7,237		21,028		—		S/L 31.5	2005 (A)
Arecibo, PR		7,965		29,898		—		8,094		31,685		39,779		11,233		28,546		—		S/L 31.5	2005 (A)
Hatillo, PR		101,219		105,465		—		101,219		134,092		235,311		46,847		188,464		—		S/L 31.5	2005 (A)
Vega Baja, PR		7,076		18,684		—		7,076		19,112		26,188		6,736		19,452		—		S/L 31.5	2005 (A)
Guayama, PR		1,960		18,721		—		1,960		19,559		21,519		6,824		14,695		11,588		S/L 31.5	2005 (A)
Fajardo, PR		4,376		41,199		—		4,376		50,175		54,551		15,316		39,235		24,792		S/L 31.5	2005 (A)
Brandon, FL		—		4,111		—		—		6,403		6,403		5,411		992		—		S/L 30.0	1972 (C)
Stow, OH		993		9,028		—		993		37,257		38,250		18,137		20,113		—		S/L 30.0	1969 (C)
Westlake, OH		424		3,803		201		424		10,411		10,835		7,386		3,449		—		S/L 30.0	1974 (C)
Palm Harbor, FL		1,137		4,089		—		1,137		5,013		6,150		3,111		3,039		—		S/L 31.5	1995 (A)
Homestead, FL		23,390		59,639		—		24,103		62,752		86,855		11,746		75,109		—		S/L 31.5	2008 (C)
Tarpon Springs, FL		146		7,382		81		146		9,905		10,051		7,487		2,564		—		S/L 30.0	1974 (C)
McHenry, IL		1,294		5,251		—		14,255		62,481		76,736		15,491		61,245		—		S/L 31.5	2006 (C)
Seabrook, NH		18,032		68,663		—		18,032		68,663		86,695		2,328		84,367		—		S/L 31.5	2014 (C)
Miami, FL		11,626		30,457		—		26,743		119,140		145,883		29,785		116,098		—		S/L 31.5	2006 (C)
San Antonio, TX		3,990		28,404		—		3,990		38,973		42,963		9,525		33,438		—		S/L 31.5	2007 (C)
Gulfport, MS		—		36,370		—		—		56,682		56,682		22,122		34,560		—		S/L 31.5	2003 (A)
Tupelo, MS		2,213		14,979		—		2,213		19,339		21,552		11,968		9,584		—		S/L 31.5	1994 (A)
Guilford, CT		4,588		41,892		—		4,588		41,892		46,480		228		46,252		—		S/L 31.5	2015 (C)
Long Beach, CA		—		147,918		—		—		183,666		183,666		52,362		131,304		—		S/L 31.5	2005 (C)
Brunswick, ME		3,796		15,459		—		3,796		20,903		24,699		12,237		12,462		—		S/L 31.5	1997 (A)
Reno, NV		1,132		4,696		—		1,132		4,723		5,855		1,663		4,192		—		S/L 31.5	2000 (C)
Everett, MA		9,311		44,647		—		9,462		52,050		61,512		23,691		37,821		—		S/L 31.5	2001 (C)
Pasadena, CA		46,957		101,475		2,053		46,957		112,987		159,944		49,527		110,417		—		S/L 31.5	2003 (A)
Salisbury, MD		2,070		12,495		277		2,071		15,579		17,650		6,910		10,740		—		S/L 31.5	1999 (C)
Apex, NC		9,576		43,619		—		10,521		56,250		66,771		16,255		50,516		—		S/L 31.5	2006 (C)
Erie, PA		9,345		32,006		—		9,345		72,641		81,986		30,683		51,303		—		S/L 31.5	1995 (C)
San Francisco, CA		10,464		25,730		—		10,464		26,178		36,642		9,396		27,246		—		S/L 31.5	2002 (A)
Phoenix, AZ		18,701		18,811		118		18,701		21,100		39,801		6,371		33,430		—		S/L 31.5	1999 (A)

F-43

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

															Total Cost,
	Initial Cost						Total Cost ⁽¹⁾								Net of				Depreciable		Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Lives		Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances		(Years) ⁽²⁾		Acquisition (A)
Macedonia, OH		11,582		34,323		—		11,582		37,498		49,080		8,887		40,193		18,890		S/L 31.5	2011 (A)
Huber Hts, OH		757		14,469		—		757		27,919		28,676		16,693		11,983		—		S/L 31.5	1993 (A)
Boardman, OH		8,152		27,983		—		8,152		31,271		39,423		16,704		22,719		24,011		S/L 31.5	1997 (C)
Solon, OH		6,220		7,454		—		6,220		25,694		31,914		12,739		19,175		—		S/L 31.5	1998 (C)
Brentwood, MO		10,018		32,053		—		10,018		36,259		46,277		17,536		28,741		30,475		S/L 31.5	1998 (A)
Cedar Rapids, IA		4,219		12,697		—		4,219		14,301		18,520		7,993		10,527		4,292		S/L 31.5	1998 (A)
Springfield, MO		—		2,048		—		—		2,655		2,655		1,438		1,217		—		S/L 31.5	1998 (A)
St. Louis, MO		4,159		3,818		—		6,051		7,896		13,947		2,801		11,146		—		S/L 31.5	1998 (A)
Aurora, OH		832		7,560		—		1,592		14,221		15,813		7,741		8,072		—		S/L 31.5	1995 (C)
Nampa, ID		1,395		8,563		—		13,560		35,533		49,093		17,163		31,930		—		S/L 31.5	2007 (A)
Simpsonville, SC		417		6,563		—		417		10,186		10,603		4,243		6,360		—		S/L 31.5	1994 (A)
Mt. Pleasant, SC		2,430		10,470		—		2,364		21,590		23,954		12,767		11,187		—		S/L 31.5	1995 (A)
Sault St. Marie, MI		1,826		13,710		—		1,826		20,683		22,509		11,816		10,693		—		S/L 31.5	1994 (A)
Grand Rapids, MI		3,380		17,323		—		3,380		26,481		29,861		13,761		16,100		—		S/L 31.5	1995 (A)
Meridian, ID		24,591		31,779		—		24,841		65,015		89,856		25,723		64,133		—		S/L 31.5	2001 (C)
Birmingham, AL		10,573		26,002		—		11,434		59,811		71,245		28,922		42,323		—		S/L 31.5	1994 (A)
Valencia, CA		—		15,784		—		—		18,015		18,015		6,227		11,788		—		S/L 31.5	2006 (A)
Mooresville, NC		14,369		43,688		—		14,369		47,134		61,503		17,341		44,162		—		S/L 31.5	2004 (A)
Wilmington, NC		5,529		18,551		1,183		5,529		37,424		42,953		24,248		18,705		—		S/L 31.5	1989 (C)
Spring Hill, FL		1,084		4,816		266		2,096		12,127		14,223		8,123		6,100		2,129		S/L 30.0	1988 (C)
Centennial, CO		7,833		35,550		—		8,082		66,379		74,461		32,471		41,990		—		S/L 31.5	1997 (C)
New Bern, NC		441		6,575		—		441		9,092		9,533		4,745		4,788		—		S/L 31.5	1989 (C)
Princeton, NJ		13,448		74,249		—		14,464		98,744		113,208		47,673		65,535		56,075		S/L 31.5	1997 (A)
Phoenix, AZ		15,352		22,813		1,601		15,352		27,269		42,621		14,661		27,960		30,000		S/L 31.5	2003 (A)
Russellville, AR		606		13,391		—		606		20,915		21,521		11,086		10,435		—		S/L 31.5	1994 (A)
N. Little Rock, AR		907		17,160		—		907		23,564		24,471		11,977		12,494		—		S/L 31.5	1994 (A)
Littleton, CO		12,249		50,709		—		12,621		73,262		85,883		26,943		58,940		—		S/L 31.5	2002 (C)
San Antonio, TX		3,475		37,327		—		4,873		49,822		54,695		18,644		36,051		24,398		S/L 31.5	2002 (C)
Denver, CO		1,141		3,593		—		1,141		6,545		7,686		2,139		5,547		—		S/L 31.5	2001 (A)
Dublin, OH		3,609		11,546		—		3,609		15,025		18,634		7,700		10,934		—		S/L 31.5	1998 (A)
Columbus, OH		12,922		46,006		—		14,078		61,197		75,275		30,755		44,520		49,384		S/L 31.5	1998 (A)
Freehold, NJ		2,460		2,475		—		3,166		3,369		6,535		763		5,772		—		S/L 31.5	2005 (C)
Jackson, MS		4,190		6,783		—		4,190		7,712		11,902		3,139		8,763		—		S/L 31.5	2003 (A)
Tallahassee, FL		1,881		2,956		—		1,311		6,117		7,428		2,927		4,501		—		S/L 31.5	2003 (A)
Cumming, GA		14,249		23,653		—		14,249		25,732		39,981		10,832		29,149		—		S/L 31.5	2003 (A)
Douglasville, GA		3,540		9,625		—		3,540		9,930		13,470		4,312		9,158		—		S/L 31.5	2003 (A)
Newnan, GA		2,858		15,248		—		2,651		15,918		18,569		5,278		13,291		—		S/L 31.5	2003 (A)

F-44

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

															Total Cost,
	Initial Cost						Total Cost ⁽¹⁾								Net of				Depreciable		Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Lives		Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances		(Years) ⁽²⁾		Acquisition (A)
Warner Robins, GA		5,729		7,459		—		5,729		8,028		13,757		3,512		10,245		—		S/L 31.5	2003 (A)
Charleston, SC		3,479		9,850		—		3,479		18,869		22,348		9,923		12,425		—		S/L 31.5	2003 (A)
Denver, CO		20,733		22,818		—		20,804		27,530		48,334		10,968		37,366		—		S/L 31.5	2003 (A)
Hendersonville, TN		3,249		9,068		—		3,249		9,123		12,372		3,855		8,517		3,270		S/L 31.5	2003 (A)
Chester, VA		10,780		4,752		—		10,780		13,715		24,495		3,951		20,544		—		S/L 31.5	2003 (A)
Suwanee, GA		13,479		23,923		—		13,335		33,029		46,364		13,143		33,221		24,011		S/L 31.5	2003 (A)
West Allis, WI		2,371		10,982		—		1,703		12,274		13,977		4,941		9,036		—		S/L 31.5	2003 (A)
West Long Branch, NJ		14,131		51,982		—		14,131		60,972		75,103		21,334		53,769		—		S/L 31.5	2004 (A)
Mays Landing, NJ		49,033		107,230		—		49,033		116,497		165,530		44,688		120,842		59,259		S/L 31.5	2004 (A)
Toledo, OH		1,316		3,961		—		928		3,143		4,071		1,411		2,660		—		S/L 31.5	2004 (A)
Mays Landing, NJ		36,224		56,949		—		36,224		62,995		99,219		23,603		75,616		—		S/L 31.5	2004 (A)
Horseheads, NY		829		3,630		—		6,061		35,350		41,411		7,039		34,372		—		S/L 31.5	2008 (C)
West Seneca, NY		2,929		12,926		—		2,929		13,193		16,122		4,965		11,157		—		S/L 31.5	2004 (A)
Amherst, NY		—		28,331		—		—		20,559		20,559		11,967		8,592		—		S/L 31.5	2004 (A)
Ithaca, NY		9,198		42,969		—		8,138		41,175		49,313		16,438		32,875		4,599		S/L 31.5	2004 (A)
Hamburg, NY		2,565		9,238		—		997		7,255		8,252		2,164		6,088		—		S/L 31.5	2004 (A)
Hamburg, NY		6,598		31,853		—		6,598		35,896		42,494		13,264		29,230		—		S/L 31.5	2004 (A)
Hamburg, NY		4,152		22,075		—		4,152		24,292		28,444		8,630		19,814		—		S/L 31.5	2004 (A)
Olean, NY		8,834		29,813		—		8,071		30,312		38,383		12,093		26,290		—		S/L 31.5	2004 (A)
Big Flats, NY		22,229		52,579		—		19,670		57,783		77,453		22,152		55,301		—		S/L 31.5	2004 (A)
Williamsville, NY		5,021		6,768		—		5,021		9,108		14,129		4,086		10,043		—		S/L 31.5	2004 (A)
Buffalo, NY		6,010		19,044		—		3,653		13,894		17,547		6,513		11,034		—		S/L 31.5	2004 (A)
Lockport, NY		9,253		23,829		—		4,813		18,289		23,102		9,000		14,102		—		S/L 31.5	2004 (A)
Buffalo, NY		3,568		29,001		—		3,620		30,525		34,145		11,268		22,877		—		S/L 31.5	2004 (A)
Cheektowaga, NY		15,471		25,600		—		6,937		17,897		24,834		10,651		14,183		1,053		S/L 31.5	2004 (A)
Gates, NY		9,369		40,672		—		9,369		42,312		51,681		16,275		35,406		—		S/L 31.5	2004 (A)
Rome, NY		4,565		5,078		—		2,975		7,223		10,198		3,240		6,958		205		S/L 31.5	2004 (A)
Niskayuna, NY		20,297		51,155		—		20,297		55,603		75,900		20,254		55,646		7,535		S/L 31.5	2004 (A)
Allentown, PA		5,558		20,060		—		5,343		23,553		28,896		9,285		19,611		8,767		S/L 31.5	2003 (A)
Ft. Collins, CO		1,129		2,054		—		1,129		4,585		5,714		1,841		3,873		—		S/L 31.5	2003 (A)
Hamilton, NJ		8,039		49,896		—		11,774		86,138		97,912		31,935		65,977		—		S/L 31.5	2003 (A)
Lansing, MI		1,598		6,999		—		2,289		17,175		19,464		4,883		14,581		—		S/L 31.5	2003 (A)
San Antonio, TX		1,613		10,791		—		6,168		73,639		79,807		16,375		63,432		—		S/L 31.5	2007 (C)
San Antonio, TX		2,381		6,487		—		2,381		22,961		25,342		6,778		18,564		—		S/L 31.5	2007 (A)
Kyle, TX		2,548		7,349		—		12,678		27,137		39,815		3,252		36,563		—		S/L 31.5	2009 (C)
Brandon, FL		7,713		26,802		—		7,713		31,248		38,961		4,410		34,551		9,195		S/L 31.5	2009 (A)
Atlanta, GA		14,078		41,050		—		14,078		42,654		56,732		8,399		48,333		42,596		S/L 31.5	2009 (A)

F-45

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

															Total Cost,
	Initial Cost						Total Cost ⁽¹⁾								Net of				Depreciable		Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Lives		Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances		(Years) ⁽²⁾		Acquisition (A)
Marietta, GA		8,425		27,737		—		8,425		28,538		36,963		5,897		31,066		—		S/L 31.5	2009 (A)
Maple Grove, MN		8,917		23,954		—		8,917		25,663		34,580		4,036		30,544		—		S/L 31.5	2011 (A)
Charlotte, NC		27,707		45,021		—		27,707		50,241		77,948		7,543		70,405		—		S/L 31.5	2011 (A)
Charlotte, NC		4,733		5,424		—		4,733		6,623		11,356		820		10,536		—		S/L 31.5	2011 (A)
Colorado Springs, CO		9,001		47,671		—		9,001		53,081		62,082		5,253		56,829		20,244		S/L 31.5	2011 (A)
Columbus, OH		18,716		64,617		—		20,666		70,147		90,813		9,570		81,243		43,043		S/L 31.5	2011 (A)
Portland, OR		20,208		50,738		—		20,208		51,860		72,068		6,735		65,333		—		S/L 31.5	2012 (A)
Phoenix, AZ		15,090		36,880		—		15,090		38,698		53,788		5,811		47,977		—		S/L 31.5	2012 (A)
Charlotte, NC		3,600		30,392		—		5,231		35,059		40,290		2,841		37,449		—		S/L 31.5	2013 (C)
Tucson, AZ		19,298		94,117		—		19,088		97,191		116,279		11,912		104,367		—		S/L 31.5	2012 (A)
Phoenix, AZ		34,201		88,475		—		34,201		97,658		131,859		12,256		119,603		—		S/L 31.5	2012 (A)
Independence, MO		5,011		45,752		—		5,011		47,345		52,356		5,411		46,945		—		S/L 31.5	2012 (A)
Arnold, MO		892		5,283		—		228		3,287		3,515		833		2,682		—		S/L 31.5	2012 (A)
Charlotte, NC		11,224		82,124		—		11,224		89,058		100,282		10,220		90,062		—		S/L 31.5	2012 (A)
Raleigh, NC		3,317		35,411		—		3,317		37,268		40,585		4,182		36,403		—		S/L 31.5	2012 (A)
Oakland, CA		4,361		33,538		—		4,361		33,538		37,899		3,087		34,812		—		S/L 31.5	2013 (A)
Highland Village, TX		5,545		28,365		—		5,545		30,253		35,798		3,042		32,756		—		S/L 31.5	2013 (A)
Tampa, FL		4,124		20,082		—		4,124		21,284		25,408		2,132		23,276		—		S/L 31.5	2013 (A)
Douglasville, GA		6,812		24,645		—		6,812		25,010		31,822		2,362		29,460		—		S/L 31.5	2013 (A)
Midlothian, VA		3,507		9,229		—		3,507		9,254		12,761		848		11,913		—		S/L 31.5	2013 (A)
Midlothian, VA		4,754		20,273		—		4,754		25,583		30,337		2,235		28,102		—		S/L 31.5	2013 (A)
Newport News, VA		963		7,120		—		963		7,122		8,085		745		7,340		—		S/L 31.5	2013 (A)
Cumming, GA		6,851		49,659		—		6,851		49,811		56,662		4,655		52,007		—		S/L 31.5	2013 (A)
Winter Garden, FL		38,945		130,382		—		38,945		132,894		171,839		11,689		160,150		—		S/L 31.5	2013 (A)
Mason, OH		2,032		23,788		—		2,032		24,207		26,239		1,364		24,875		—		S/L 31.5	2014 (A)
Roseville, CA		23,574		67,031		—		23,574		67,331		90,905		3,592		87,313		—		S/L 31.5	2014 (A)
Chicago, IL		22,642		82,754		—		22,642		82,878		105,520		4,024		101,496		50,500		S/L 31.5	2014 (A)
Jenkintown, PA		4,705		21,918		—		4,705		24,833		29,538		1,160		28,378		—		S/L 30.0	2014 (A)
Buena Park, CA		27,269		21,427		—		27,269		21,427		48,696		610		48,086		—		S/L 31.5	2015 (A)
Orlando, FL		9,169		23,473		—		9,169		23,473		32,642		593		32,049		—		S/L 31.5	2015 (A)
Houston, TX		15,179		60,407		—		15,179		60,407		75,586		1,310		74,276		—		S/L 31.5	2015 (A)
Orlando, FL		23,082		44,360		—		23,082		44,360		67,442		—		67,442		—		S/L 31.5	2015 (A)
Cincinnati, OH		19,572		54,495		—		19,572		49,444		69,016		2,061		66,955		62,575		S/L 31.5	2014 (A)
Dumfries, VA		12,911		10,092		—		12,911		10,096		23,007		407		22,600		12,120		S/L 31.5	2014 (A)
Hamilton, OH		1,805		8,502		—		1,805		8,502		10,307		367		9,940		—		S/L 31.5	2014 (A)
Mechanicsburg, PA		12,574		57,283		—		12,574		57,538		70,112		2,538		67,574		—		S/L 31.5	2014 (A)
Vancouver, WA		4,169		25,769		—		4,169		25,806		29,975		1,196		28,779		—		S/L 31.5	2014 (A)

F-46

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

															Total Cost,
	Initial Cost						Total Cost ⁽¹⁾								Net of				Depreciable		Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Lives		Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances		(Years) ⁽²⁾		Acquisition (A)
Vista, CA		12,677		47,145		—		12,677		48,411		61,088		2,276		58,812		33,200		S/L 31.5	2014 (A)
Fontana, CA		23,861		57,931		—		23,861		58,499		82,360		2,586		79,774		57,894		S/L 31.5	2014 (A)
Grandville, MI		6,483		18,933		—		6,204		19,089		25,293		1,921		23,372		—		S/L 31.5	2013 (A)
Aurora, CO		4,816		20,798		—		4,816		21,613		26,429		1,669		24,760		—		S/L 31.5	2013 (A)
Irving, TX		17,701		10,571		—		17,701		11,674		29,375		1,114		28,261		—		S/L 31.5	2013 (A)
Brentwood, TN		6,101		25,956		—		6,101		27,225		33,326		2,163		31,163		—		S/L 31.5	2013 (A)
St. Paul, MN		7,150		21,558		—		7,150		22,998		30,148		2,886		27,262		—		S/L 20.0	2013 (A)
Columbia, SC		2,950		29,065		—		2,950		39,031		41,981		3,048		38,933		—		S/L 31.5	2013 (A)
Merriam, KS		7,153		41,811		—		7,153		42,794		49,947		3,522		46,425		—		S/L 31.5	2013 (A)
Plant City, FL		4,304		24,875		—		4,304		29,207		33,511		2,488		31,023		—		S/L 31.5	2013 (A)
North Canton, OH		9,889		46,335		—		9,889		47,908		57,797		4,085		53,712		—		S/L 31.5	2013 (A)
North Olmsted, OH		24,352		61,449		—		24,352		63,143		87,495		7,703		79,792		—		S/L 20.0	2013 (A)
Parker, CO		9,089		35,697		—		9,089		36,553		45,642		2,790		42,852		—		S/L 31.5	2013 (A)
Schaumburg, IL		27,466		84,679		—		27,466		93,030		120,496		7,002		113,494		—		S/L 31.5	2013 (A)
Naples, FL		10,172		39,342		—		10,172		39,616		49,788		3,140		46,648		—		S/L 31.5	2013 (A)
Fairfax, VA		15,681		68,536		—		15,681		69,260		84,941		5,216		79,725		—		S/L 31.5	2013 (A)
Framingham, MA		75,675		191,594		—		75,675		203,151		278,826		15,256		263,570		—		S/L 31.5	2013 (A)
Lithonia, GA		2,477		3,476		—		2,292		3,347		5,639		278		5,361		—		S/L 31.5	2013 (A)
Lithonia, GA		4,546		5,951		—		4,014		5,324		9,338		536		8,802		—		S/L 31.5	2013 (A)
Mesquite, TX		7,051		25,531		—		7,051		26,280		33,331		2,113		31,218		—		S/L 31.5	2013 (A)
Plainville, CT		17,528		59,777		—		17,528		65,841		83,369		5,204		78,165		46,525		S/L 31.5	2013 (A)
Coon Rapids, MN		25,692		106,300		—		25,692		108,918		134,610		9,058		125,552		57,512		S/L 31.5	2013 (A)
Brookfield, WI		4,791		16,023		—		4,791		18,040		22,831		2,828		20,003		5,747		S/L 20.0	2013 (A)
Brown Deer, WI		8,465		32,652		—		8,465		35,334		43,799		4,405		39,394		11,861		S/L 20.0	2013 (A)
Tinley Park, IL		9,120		37,496		—		9,120		50,438		59,558		7,066		52,492		—		S/L 31.5	2012 (A)
Snellville, GA		10,185		51,815		—		10,342		57,003		67,345		16,365		50,980		20,856		S/L 31.5	2007 (A)
Union, NJ		7,650		15,689		—		7,650		24,964		32,614		6,571		26,043		—		S/L 31.5	2007 (A)
Taylors, SC		1,732		4,506		—		351		1,941		2,292		1,219		1,073		—		S/L 31.5	2007 (A)
Bradenton, FL		10,766		31,203		—		8,880		34,612		43,492		9,575		33,917		—		S/L 31.5	2007 (A)
Tampa, FL		1,699		3,338		—		1,429		3,015		4,444		961		3,483		—		S/L 31.5	2007 (A)
Tequesta, FL		2,108		7,400		—		1,690		12,298		13,988		2,778		11,210		—		S/L 31.5	2007 (A)
Roswell, GA		6,566		15,005		—		7,894		25,905		33,799		8,943		24,856		—		S/L 31.5	2007 (A)
Greensboro, NC		3,153		9,455		—		3,153		10,076		13,229		2,897		10,332		—		S/L 31.5	2007 (A)
East Hanover, NJ		3,847		23,798		—		3,847		24,907		28,754		6,979		21,775		—		S/L 31.5	2007 (A)
Lexington, SC		1,795		9,933		—		1,795		10,018		11,813		2,831		8,982		—		S/L 31.5	2007 (A)
Newport News, VA		10,064		21,272		—		4,026		11,486		15,512		4,985		10,527		—		S/L 31.5	2007 (A)
Richmond, VA		11,879		34,736		—		11,879		35,957		47,836		10,508		37,328		—		S/L 31.5	2007 (A)

F-47

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2015

(In thousands)

																	Total Cost,
	Initial Cost						Total Cost ⁽¹⁾										Net of					Depreciable		Date of
			Buildings &							Buildings &					Accumulated		Accumulated					Lives		Construction (C)
	Land		Improvements		Improvements		Land			Improvements			Total		Depreciation		Depreciation		Encumbrances			(Years) ⁽²⁾		Acquisition (A)
Springfield, VA		17,016		40,038		—		17,016			41,771			58,787		12,376		46,411		—			S/L 31.5	2007 (A)
Windsor Court, CT		6,090		11,745		—		6,090			12,252			18,342		3,412		14,930		—			S/L 31.5	2007 (A)
Valrico, FL		3,282		12,190		—		2,466			16,299			18,765		4,703		14,062		—			S/L 31.5	2007 (A)
Bowie, MD		5,739		14,301		—		5,744			14,415			20,159		4,171		15,988		—			S/L 31.5	2007 (A)
Cornelius, NC		4,382		15,184		—		4,382			20,492			24,874		6,646		18,228		—			S/L 31.5	2007 (A)
Raleigh, NC		2,728		10,665		—		413			4,062			4,475		2,885		1,590		—			S/L 31.5	2007 (A)
Edgewater, NJ		7,714		30,473		—		7,714			31,020			38,734		8,805		29,929		—			S/L 31.5	2007 (A)
Plantation, FL		21,729		37,331		—		22,112			95,030			117,142		28,545		88,597		45,055			S/L 31.5	2007 (A)
Sylvania, GA		431		3,774		—		431			3,774			4,205		1,111		3,094		—			S/L 31.5	2007 (A)
Winston Salem, NC		7,156		15,010		—		7,156			15,010			22,166		4,404		17,762		2,259			S/L 31.5	2007 (A)
Alliance, OH		812		16,244		—		812			16,244			17,056		4,749		12,307		—			S/L 31.5	2007 (A)
Cincinnati, OH		2,805		5,028		—		2,805			5,028			7,833		1,446		6,387		—			S/L 31.5	2007 (A)
Greenville, SC		5,659		14,411		—		5,659			14,411			20,070		4,239		15,831		2,498			S/L 31.5	2007 (A)
Evansville, IN		8,964		18,764		—		8,964			18,783			27,747		5,472		22,275		—			S/L 31.5	2007 (A)
Portfolio Balance (DDR) – unencumbered		100,289		125,507		—		100,289			125,507			225,796		399		225,397		—			S/L 31.5
Portfolio Balance (DDR) – encumbered		14,549		193,424		—		14,549			193,424			207,973		93,494		114,479		27,454			S/L 31.5
	$	2,240,754	$	6,546,831	$	5,780	$	2,284,214	(3)	$	7,843,985	(4)	$	10,128,199	$	2,062,899	$	8,065,300	$	1,174,227	(5)

(1)	The aggregate cost for federal income tax purposes was approximately $10.6 billion at December 31, 2015.

(2)	S/L refers to straight-line depreciation.

(3)	Includes $100.1 million of land under development at December 31, 2015.

(4)	Includes $135.3 million of construction in progress at December 31, 2015.

(5)	Excludes fair market value of debt adjustments and unamortized debt issuance costs aggregating 8.9 million.

F-48

SCHEDULE III

The changes in Total Real Estate Assets, excluding real estate held for sale, are as follows:

	For the Year Ended December 31,
	2015			2014			2013
Balance at beginning of year	$	10,335,785		$	10,211,611		$	8,639,111
Acquisitions and transfers from joint ventures		226,885			632,672			1,776,474
Developments, improvements and expansions		305,772			249,891			194,243
Real estate held for sale		—			—			(16,450	)
Adjustments of property carrying values		(279,021	)		(38,052	)		(72,597	)
Sales, transfers to joint ventures and retirements		(461,222	)		(720,337	)		(309,170	)
Balance at end of year	$	10,128,199		$	10,335,785		$	10,211,611

The changes in Accumulated Depreciation and Amortization, excluding real estate held for sale, are as follows:

	For the Year Ended December 31,
	2015			2014			2013
Balance at beginning of year	$	1,909,585		$	1,823,199		$	1,670,717
Depreciation for year		309,462			309,595			267,096
Real estate held for sale		—			—			(3,780	)
Sales and retirements		(156,148	)		(223,209	)		(110,834	)
Balance at end of year	$	2,062,899		$	1,909,585		$	1,823,199

F-49

S CHEDULE IV

DDR Corp.

Mortgage Loans on Real Estate

December 31, 2015

(In Thousands)

Description	Interest Rate		Final Maturity Date	Periodic Payment Terms ^(A)	Prior Liens ^(B)		Face Amount of Mortgages		Carrying Amount of Mortgages ^(C)		Principal Amount of Loans Subject to Delinquent Principal or Interest
Senior Loans
Retail
Borrower A		5.7%	Sep-17	P&I	$	—	$	33,000	$	29,908	$	—
Mezzanine Loans
Retail
Borrower B		10.0%	Nov-22	I		59,000		4,500		4,539		—
Borrower C		9.0%	Jun-23	I		20,500		7,500		7,541		—
						79,500		45,000		41,988		—
Investments in and Advances to Joint Ventures
Borrower D		8.5%	Oct-21	QI		1,072,915		300,000		312,329		—
Borrower E		8.5%	Dec-22	QI		169,895		82,634		82,827		—
					$	1,322,310	$	427,634	$	437,144	$	—

(A)	I = Interest only; P&I = Principal & Interest; QI = Quarterly partial payment Interest only.

(B)	The first mortgage loans on certain properties are not held by the Company. Accordingly, the amounts of the prior liens for those properties at December 31, 2015, are estimated.

(C)	Carrying amount includes all applicable accrued interest and accretion of discount to date, net of amounts reserved for impairment.

Changes in mortgage loans are summarized below (in thousands):

	For the Year Ended December 31,
	2015			2014			2013
Balance at beginning of period	$	357,754		$	143,989		$	246,907
Additions during period:
New mortgage loans		82,634			300,000			67,508
Interest		7,212			6,120			4,853
Accretion of discount		980			926			874
Deductions during period:
Provision for loan loss reserve		—			(500	)		—
Collections of principal and interest		(11,436	)		(92,781	)		(176,153	)
Balance at close of period	$	437,144		$	357,754		$	143,989

F-50

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DDR Corp.

	By:	/s/ David J. Oakes
		David J. Oakes, Chief Executive Officer, President & Director

Date: February 24, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24 ^th day of February 2016.

/s/ David J. Oakes		Chief Executive Officer, President & Director
David J. Oakes		(Principal Executive Officer)

/s/ Luke J. Petherbridge		Chief Financial Officer & Treasurer
Luke J. Petherbridge		(Principal Financial Officer)

/s/ Christa A. Vesy		Executive Vice President & Chief Accounting
Christa A. Vesy		Officer (Principal Accounting Officer)

/s/ Terrance R. Ahern		Director
Terrance R. Ahern

/s/ James C. Boland		Director
James C. Boland

/s/ Thomas Finne		Director
Thomas Finne

/s/ Robert H. Gidel		Director
Robert H. Gidel

/s/ Victor B. MacFarlane		Director
Victor B. MacFarlane

/s/ Alexander Otto		Director
Alexander Otto

/s/ Scott D. Roulston		Director
Scott D. Roulston

/s/ Barry A. Sholem		Director
Barry A. Sholem

Ohio		34-1723097
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Title of Each Class		Name of Each Exchange on Which Registered
Common Shares, Par Value $0.10 Per Share		New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.5% Class J Cumulative Redeemable Preferred Shares without Par Value		New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.25% Class K Cumulative Redeemable Preferred Shares without Par Value		New York Stock Exchange

Large accelerated filer R	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £

	(Do not check if a smaller reporting company)

	Combined Shopping Center Portfolio December 31,						Wholly-Owned Shopping Centers December 31,						Joint Venture Shopping Centers December 31,
	2015			2014			2015			2014			2015			2014
Centers owned		367			415			198			226			169			189
Aggregate occupancy rate		93.3	%		93.5	%		93.3	%		93.9	%		93.1	%		92.8	%
Average annualized base rent per occupied square foot ^(A)	$	14.48		$	13.91		$	14.80		$	14.22		$	13.95		$	13.38

Tenant	% of Annualized Base Rental Revenues
TJX Companies		3.5%
Bed Bath & Beyond		3.2%
Walmart		3.0%
PetSmart		2.8%
Kohl's		2.2%
Best Buy		2.1%
Dick's Sporting Goods		2.0%
Ross Stores		1.9%
AMC Theatres		1.9%
Michaels		1.8%
Gap		1.6%

Item No.		Report Page
	PART I
1.	Business	4
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	15
2.	Properties	15
3.	Legal Proceedings	36
4.	Mine Safety Disclosures	36
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
6.	Selected Financial Data	39
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
7A.	Quantitative and Qualitative Disclosures About Market Risk	69
8.	Financial Statements and Supplementary Data	70
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	70
9A.	Controls and Procedures	70
9B.	Other Information	71
	PART III
10.	Directors, Executive Officers and Corporate Governance	71
11.	Executive Compensation	72
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
13.	Certain Relationships and Related Transactions, and Director Independence	72
14.	Principal Accountant Fees and Services	72
	PART IV
15.	Exhibits and Financial Statement Schedules	73

Expiration Year	No. of Leases Expiring		Approximate GLA in Square Feet (Thousands)		Annualized Base Rent Under Expiring Leases (Thousands)		Average Base Rent per Square Foot Under Expiring Leases		Percentage of Total GLA Represented by Expiring Leases		Percentage of Total Base Rental Revenues Represented by Expiring Leases
2016		480		2,868	$	47,020	$	16.40		5.9%		7.2%
2017		611		6,079		83,336		13.71		12.6%		12.8%
2018		650		6,197		93,076		15.02		12.8%		14.3%
2019		510		6,107		84,891		13.90		12.6%		13.0%
2020		508		4,798		75,432		15.72		9.9%		11.6%
2021		303		5,244		65,904		12.57		10.8%		10.1%
2022		214		3,298		44,817		13.59		6.8%		6.9%
2023		191		2,841		38,349		13.50		5.9%		5.9%
2024		212		2,448		37,986		15.52		5.1%		5.8%
2025		173		1,720		30,366		17.65		3.6%		4.7%
Total		3,852		41,600	$	601,177	$	14.45		86.0%		92.3%

	Location	Center	Year Developed/ Redeveloped	Year Acquired	DDR Ownership Interest		Owned GLA (000's)		Total Annualized Base Rent (000's)		Average Base Rent (Per SF) ⁽¹⁾		Key Tenants
	Alabama
1	Birmingham, AL	Brook Highland Plaza	2003	1994		100%		549	$	4,380	$	9.46	Books-A-Million, Dick's Sporting Goods, HomeGoods, Lowe's, Michaels, OfficeMax, Sprouts Farmers Market, Stein Mart
2	Birmingham, AL	River Ridge	2001	2007		15%		172	$	2,681	$	16.23	Best Buy, Nordstrom Rack, Staples, Target (Not Owned)
3	Huntsville, AL	Valley Bend	2002	2014		5%		425	$	5,936	$	14.10	Barnes & Noble, Bed Bath & Beyond, Carmike Cinemas (Not Owned), Dick's Sporting Goods, Hobby Lobby, Kohl's (Not Owned), Marshalls, Ross Dress for Less, Target (Not Owned)
4	Huntsville, AL	Westside Centre	2002	2007		15%		477	$	4,660	$	12.14	Big Lots, Dick's Sporting Goods, hhgregg, Marshalls, Michaels, Ross Dress for Less, Stein Mart, Target (Not Owned)
5	Northport, AL	Big Lots & Tractor Supply	1992	2014		5%		58	$	294	$	5.07	Big Lots, Tractor Supply Company
6	Oxford, AL	Oxford Exchange	2006	2014		5%		334	$	3,995	$	12.19	Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Hobby Lobby, Home Depot (Not Owned), Kohl's (Not Owned), PetSmart, Ross Dress for Less, Sam's Club (Not Owned), T.J. Maxx, Target (Not Owned)
7	Tuscaloosa, AL	McFarland Plaza	1999	2007		15%		199	$	1,464	$	8.77	Michaels, Ross Dress for Less, Stein Mart, Toys "R" Us

	Alaska
8	Anchorage, AK	Dimond Crossing	1981	2014		5%		85	$	1,361	$	15.95	Bed Bath & Beyond, PetSmart

	Arizona
9	Gilbert, AZ	San Tan Marketplace	2005	2014		5%		286	$	4,282	$	15.53	Bed Bath & Beyond, Big Lots, DSW, Jo-Ann, Marshalls, Sam's Club (Not Owned), Walmart (Not Owned)
10	Phoenix, AZ	Ahwatukee Foothills Towne Center	2013	1998		100%		679	$	10,068	$	16.07	AMC Theatres, Ashley Furniture HomeStore, Babies "R" Us, Best Buy, Jo-Ann, Marshalls, Michaels, OfficeMax, RoomStore, Ross Dress for Less, Sprouts Farmers Market
11	Phoenix, AZ	Arrowhead Crossing	1995	1996		100%		337	$	4,973	$	14.76	Barnes & Noble, DSW, Golfsmith, Hobby Lobby, HomeGoods, Nordstrom Rack, Old Navy, Savers (Not Owned), Staples, T.J. Maxx
12	Phoenix, AZ	Deer Valley Towne Center	1996	1999		100%		197	$	3,233	$	19.24	AMC Theatres (Not Owned), Michaels, PetSmart, Ross Dress for Less, Target (Not Owned)
13	Phoenix, AZ	Paradise Village Gateway	2004	2003		67%		295	$	5,047	$	17.49	Albertsons, Bed Bath & Beyond, PetSmart, Ross Dress for Less, Staples

Name	Age		Position and Office with the Company
David J. Oakes		37	President and Chief Executive Officer
Luke J. Petherbridge		36	Chief Financial Officer and Treasurer
Paul W. Freddo		60	Senior Executive Vice President of Leasing and Development
Christa A. Vesy		45	Executive Vice President and Chief Accounting Officer

	High		Low		Dividends
2015
First	$	20.405	$	18.09	$	0.1725
Second		19.115		15.44		0.1725
Third		16.94		14.71		0.1725
Fourth		17.46		15.25		0.1725
2014
First	$	16.88	$	14.97	$	0.155
Second		17.92		16.26		0.155
Third		18.37		16.22		0.155
Fourth		18.84		16.47		0.155

	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (Millions)
October 1–31, 2015		938	$	15.38		—		—
November 1–30, 2015		3,324		16.97		—		—
December 1–31, 2015		28,205		16.84		—		—
Total		32,467	$	16.81		—		—

Tenant		% of Total Shopping Center Base Rental Revenues		% of Company- Owned Shopping Center GLA
1.	TJX Companies ^(A)		3.5%		4.1%
2.	Bed Bath & Beyond ^(B)		3.2%		3.3%
3.	Walmart ^(C)		3.0%		6.3%
4.	PetSmart		2.8%		2.4%
5.	Kohl's		2.2%		3.8%
6.	Best Buy		2.1%		1.8%
7.	Dick's Sporting Goods ^(D)		2.0%		2.0%
8.	Ross Stores ^(E)		1.9%		2.3%
9.	AMC Theatres ^(F)		1.9%		1.1%
10.	Michaels		1.8%		1.8%

	Wholly-Owned Properties				Joint Venture Properties
Tenant	% of Shopping Center Base Rental Revenues		% of Company- Owned Shopping Center GLA		% of Shopping Center Base Rental Revenues		% of Company- Owned Shopping Center GLA
TJX Companies		3.6%		4.2%		3.3%		4.1%
Bed Bath & Beyond		3.2%		3.3%		3.0%		3.3%
Walmart		3.2%		6.7%		0.9%		1.5%
PetSmart		2.8%		2.5%		3.1%		2.7%
Kohl's		2.2%		3.8%		1.8%		2.8%
Best Buy		2.1%		1.9%		2.1%		1.6%
Dick's Sporting Goods		2.0%		2.0%		2.9%		2.9%
Ross Stores		1.9%		2.2%		2.6%		3.5%
AMC Theatres		1.9%		1.1%		1.7%		1.0%
Michaels		1.7%		1.8%		1.9%		2.0%
Publix		0.1%		0.2%		3.5%		5.0%
Kroger ^(G)		0.6%		0.9%		2.0%		3.2%
Ahold USA ^(H)		0.3%		0.4%		1.8%		1.2%

	For the Year Ended
	December 31,
	2015			2014
Net (loss) income attributable to common shareholders	$	(94,543	)	$	91,285
FFO attributable to common shareholders	$	348,300		$	359,637
Operating FFO attributable to common shareholders	$	446,190		$	420,393
Earnings per share – Diluted	$	(0.27	)	$	0.25

	2015 vs. 2014			2014 vs. 2013
	Increase (Decrease)			Increase (Decrease)
Acquisition of shopping centers	$	37.7		$	109.3
Comparable Portfolio Properties		9.1			13.9
Development or redevelopment properties		1.5			1.7
Disposition of shopping centers in 2015		(15.6	)		—
Straight-line rents		(0.5	)		0.1
Total	$	32.2		$	125.0

	Combined Shopping Center Portfolio December 31,
	2015			2014			2013
Centers owned		367			415			416
Aggregate occupancy rate		93.3	%		93.5	%		92.6	%
Average annualized base rent per occupied square foot	$	14.48		$	13.91		$	13.35

	Wholly-Owned Shopping Centers December 31,
	2015			2014			2013
Centers owned		198			226			243
Aggregate occupancy rate		93.3	%		93.9	%		93.1	%
Average annualized base rent per occupied square foot	$	14.80		$	14.22		$	13.59

	Joint Venture Shopping Centers December 31,
	2015			2014			2013
Centers owned		169			189			173
Aggregate occupancy rate		93.1	%		92.8	%		91.5	%
Average annualized base rent per occupied square foot	$	13.95		$	13.38		$	12.84

	2015 vs. 2014 $ Change
	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisition of shopping centers	$	7.3		$	7.8		$	34.4
Comparable Portfolio Properties		1.0			3.9			(19.9	)
Development or redevelopment properties		(3.7	)		1.1			(6.8	)
Disposition of shopping centers in 2015		(2.3	)		(2.5	)		(8.5	)
	$	2.3		$	10.3		$	(0.8	)

	2014 vs. 2013 $ Change
	Operating and Maintenance			Real Estate Taxes		Depreciation and Amortization
Acquisition of shopping centers	$	18.4		$	27.7	$	100.3
Comparable Portfolio Properties		(3.9	)		1.4		6.3
Development or redevelopment properties		(2.1	)		0.4		(0.3	)
	$	12.4		$	29.5	$	106.3

	For the Year Ended December 31,						2015 vs. 2014			2014 vs. 2013
	2015		2014		2013		$ Change			$ Change
FFO attributable to common shareholders	$	348.3	$	359.6	$	372.5	$	(11.3	)	$	(12.9	)
Operating FFO attributable to common shareholders		446.2		420.4		366.7		25.8			53.7

Cash and Cash Equivalents	$	22.4
Revolving Credit Facilities	$	800.0
Less:
Amount outstanding		(210.0	)
Letters of credit		(1.1	)
Borrowing capacity available	$	588.9

Joint Venture	Effective Ownership Percentage		Owned Square Feet (Thousands)		Sales Price (Millions)
BRE DDR Retail Holdings III (14 assets)		5%		1,277	$	213.0
DDRTC Core Retail Fund, LLC (one asset)		15%		145		45.0
DDR Domestic Retail Fund I (one asset)		20%		248		31.7
Total				1,670	$	289.7

Location	Estimated/Actual Initial Owned Anchor Opening	Estimated Owned GLA		Estimated Gross Cost		Estimated Net Cost		Net Cost Incurred at December 31, 2015
Guilford Commons (New Haven, Connecticut)	4Q15		132	$	67	$	67	$	64
Lee Vista Promenade (Orlando, Florida)	2Q16		208		66		63		57
Other Developments	N/A		—		90		72		64
Total			340	$	223	$	202	$	185

Location	Estimated Gross Cost		Cost Incurred at December 31, 2015
The Pike Outlets (Long Beach, California)	$	66	$	47
Sycamore Crossing (Cincinnati, Ohio)		30		5
Bermuda Square (Chester, Virginia)		18		12
Plaza del Sol (Bayamon, Puerto Rico)		11		1
Total	$	125	$	65

Contractual Obligations	Total		Less than 1 year		1–3 years		3–5 years		More than 5 years
Debt	$	5,150.5	$	410.2	$	1,638.5	$	1,044.9	$	2,056.9
Interest payments ^(A)		980.2		215.7		317.0		225.7		221.8
Operating leases		140.8		3.5		5.9		5.2		126.2
Total	$	6,271.5	$	629.4	$	1,961.4	$	1,275.8	$	2,404.9

	December 31, 2015										December 31, 2014
	Carrying Value (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Carrying Value (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	4,254.5		5.1		5.2	%		82.8	%	$	4,785.6		3.9		5.1	%		91.8	%
Variable-Rate Debt	$	885.0		1.7		1.6	%		17.2	%	$	426.6		2.9		1.5	%		8.2	%

	December 31, 2015								December 31, 2014
	Carrying Value		Fair Value			100 Basis-Point Increase in Market Interest Rate			Carrying Value		Fair Value			100 Basis-Point Increase in Market Interest Rate
Company's fixed-rate debt	$	4,254.5	$	4,451.5	^(A)	$	4,271.3	^(B)	$	4,785.6	$	5,108.4	^(A)	$	4,944.7	^(B)
Company's proportionate share of joint venture fixed-rate debt	$	356.5	$	367.8		$	360.0		$	378.1	$	398.2		$	386.6

	(a)			(b)		(c)
Plan category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders ⁽¹⁾		2,811,716	⁽²⁾	$	20.29		—
Equity compensation plans not approved by security holders		—			—	N/A
Total		2,811,716		$	20.29		—

Name of Participant:

Performance Period Commencement:		February 9, 2016

Performance Award Value Sharing Opportunity:

Starting Share Price:		$17.41

Maximum Ending Share Price:		$25.35

PARTICIPANT		DDR CORP.


Participant’s Signature
		By:

		Its:
Participant’s Printed Name

February 24, 2016
Date

	/s/ David J. Oakes
	David J. Oakes
	President and Chief Executive Officer

	Total
Balance at December 31, 2012	$	350,965
Distributions		(5,000	)
Net loss		(50,240	)
Other comprehensive loss:
Amortization of interest rate contracts		(539	)
Balance at December 31, 2013	$	295,186
Distributions		(35,100	)
Net loss		(19,887	)
Other comprehensive loss:
Amortization of interest rate contracts		(539	)
Balance at December 31, 2014	$	239,660
Distributions		(26,130	)
Net loss		(69,443	)
Other comprehensive loss:
Amortization of interest rate contracts		(539	)
Balance at December 31, 2015	$	143,548

Building and building improvements		5 to 31.5 years
Tenant improvements		Useful lives, which approximate lease terms, where applicable

	Net Carrying Value at December 31,					Amortization - for the years ended December 31,
	2015		2014		Useful Life	2015		2014		2013
In-place leases ⁽¹⁾	$	601.4	$	1,085.4	7-10 yrs	$	467.4	$	2,675.1	$	5,749.3
Above-market leases		797.4		917.3	13-16 yrs		119.9		119.9		119.9
		1,398.8		2,002.7
Below-market leases (liability) ⁽²⁾		2,067.0		2,532.6	8-21 yrs		465.6		4,965.2		863.4

⁽¹⁾ Includes value allocated to in-place leases, lease origination and tenant relationships.
⁽²⁾ Classified in accounts payable and other accrued liabilities in the consolidated balance sheets.