DDR CORP (Form: 10-Q, Received: 08/02/2016 16:29:46)

/s/ Christa A. Vesy

Christa A. Vesy

Interim Chief Financial Officer,

Executive Vice President
and Chief Accounting Officer
(Authorized Officer)

Date: August 2, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11690

DDR Corp.

(Exact name of registrant as specified in its charter)

Ohio		34-1723097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3300 Enterprise Parkway, Beachwood, Ohio 44122

(Address of principal executive offices - zip code)

(216) 755-5500

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 27, 2016, the registrant had 365,847,291 outstanding common shares, $0.10 par value per share.

DDR Corp .

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2016

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements - Unaudited
	Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015	2
	Consolidated Statements of Operations for the Three Months Ended June 30, 2016 and 2015	3
	Consolidated Statements of Operations for the Six Months Ended June 30, 2016 and 2015	4
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and 2015	5
	Consolidated Statement of Equity for the Six Months Ended June 30, 2016	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

SIGNATURES		41

DDR Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	June 30, 2016			December 31, 2015
Assets
Land	$	2,137,889		$	2,184,145
Buildings		6,893,792			6,965,632
Fixtures and tenant improvements		756,617			743,037
		9,788,298			9,892,814
Less: Accumulated depreciation		(2,115,084	)		(2,062,899	)
		7,673,214			7,829,915
Construction in progress and land		161,663			235,385
Total real estate assets, net		7,834,877			8,065,300
Investments in and advances to joint ventures		465,389			467,732
Cash and cash equivalents		17,981			22,416
Restricted cash		9,173			10,104
Accounts receivable, net		124,878			129,089
Notes receivable, net		47,294			42,534
Other assets, net		321,994			359,913
	$	8,821,586		$	9,097,088
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	2,911,277		$	3,149,188
Unsecured term loan		398,167			397,934
Revolving credit facilities		265,000			210,000
		3,574,444			3,757,122
Secured indebtedness:
Secured term loan		199,544			199,251
Mortgage indebtedness		1,164,819			1,183,164
		1,364,363			1,382,415
Total indebtedness		4,938,807			5,139,537
Accounts payable and other liabilities		398,909			425,478
Dividends payable		75,078			68,604
Total liabilities		5,412,794			5,633,619
Commitments and contingencies
DDR Equity
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 June 30, 2016 and December 31, 2015		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 June 30, 2016 and December 31, 2015		150,000			150,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 365,510,617 and 365,292,314 shares issued at June 30, 2016 and December 31, 2015, respectively		36,551			36,529
Additional paid-in capital		5,473,632			5,466,511
Accumulated distributions in excess of net income		(2,455,319	)		(2,391,793	)
Deferred compensation obligation		15,425			15,537
Accumulated other comprehensive loss		(5,157	)		(6,283	)
Less: Common shares in treasury at cost: 924,876 and 945,268 shares at June 30, 2016 and December 31, 2015, respectively		(14,919	)		(15,316	)
Total DDR shareholders' equity		3,400,213			3,455,185
Non-controlling interests		8,579			8,284
Total equity		3,408,792			3,463,469
	$	8,821,586		$	9,097,088

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

DDR Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Three Months
	Ended June 30,
	2016			2015
Revenues from operations:
Minimum rents	$	178,064		$	179,363
Percentage and overage rents		1,654			1,372
Recoveries from tenants		61,376			62,021
Fee and other income		16,227			14,567
		257,321			257,323
Rental operation expenses:
Operating and maintenance		34,588			36,029
Real estate taxes		37,276			37,797
General and administrative		18,499			19,271
Depreciation and amortization		97,698			99,300
		188,061			192,397
Other income (expense):
Interest income		9,446			7,211
Interest expense		(54,012	)		(61,287	)
Other income (expense), net		2,081			2,368
		(42,485	)		(51,708	)
Income before earnings from equity method investments and other items		26,775			13,218
Equity in net income of joint ventures		1,117			1,642
Loss on sale and change in control of interests, net		—			(6,507	)
Income before tax expense		27,892			8,353
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(245	)		(573	)
Income from continuing operations		27,647			7,780
Gain on disposition of real estate, net		13,721			11,267
Net income	$	41,368		$	19,047
Income attributable to non-controlling interests, net		(310	)		(449	)
Net income attributable to DDR	$	41,058		$	18,598
Preferred dividends		(5,594	)		(5,594	)
Net income attributable to common shareholders	$	35,464		$	13,004

Per share data:
Basic	$	0.10		$	0.03
Diluted	$	0.10		$	0.03

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

DDR Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Six Months
	Ended June 30,
	2016			2015
Revenues from operations:
Minimum rents	$	355,431		$	360,060
Percentage and overage rents		3,590			2,757
Recoveries from tenants		122,975			126,101
Fee and other income		29,748			27,230
		511,744			516,148
Rental operation expenses:
Operating and maintenance		71,096			74,755
Real estate taxes		73,810			75,426
Impairment charges		—			279,021
General and administrative		36,375			37,866
Depreciation and amortization		194,600			202,315
		375,881			669,383
Other income (expense):
Interest income		18,496			14,372
Interest expense		(111,909	)		(124,307	)
Other income (expense), net		3,854			(1,060	)
		(89,559	)		(110,995	)
Income (loss) before earnings from equity method investments and other items		46,304			(264,230	)
Equity in net income of joint ventures		15,538			1,703
Gain on sale and change in control of interests, net		—			7,772
Income (loss) before tax expense		61,842			(254,755	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(703	)		(5,473	)
Income (loss) from continuing operations		61,139			(260,228	)
Gain on disposition of real estate, net		26,102			36,361
Net income (loss)	$	87,241		$	(223,867	)
Income attributable to non-controlling interests, net		(610	)		(1,322	)
Net income (loss) attributable to DDR	$	86,631		$	(225,189	)
Preferred dividends		(11,188	)		(11,188	)
Net income (loss) attributable to common shareholders	$	75,443		$	(236,377	)

Per share data:
Basic	$	0.21		$	(0.66	)
Diluted	$	0.21		$	(0.66	)

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

DDR Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Net income (loss)	$	41,368		$	19,047		$	87,241		$	(223,867	)
Other comprehensive income (loss):
Foreign currency translation		(168	)		85			674			(219	)
Change in fair value of interest-rate contracts		330			417			376			320
Change in cash flow hedges reclassed to earnings		172			154			344			829
Total other comprehensive income		334			656			1,394			930
Comprehensive income (loss)	$	41,702		$	19,703		$	88,635		$	(222,937	)
Comprehensive (income) loss attributable to non-controlling interests:
Allocation of net income		(310	)		(449	)		(610	)		(1,322	)
Foreign currency translation		(6	)		(104	)		(268	)		285
Total comprehensive income attributable to non-controlling interests		(316	)		(553	)		(878	)		(1,037	)
Total comprehensive income (loss) attributable to DDR	$	41,386		$	19,150		$	87,757		$	(223,974	)

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

DDR Corp.

CONSOLIDATED STATEMENT OF EQUITY

(unaudited; in thousands)

	DDR Equity

	Preferred Shares		Common Shares		Additional 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, 2015	$	350,000	$	36,529	$	5,466,511		$	(2,391,793	)	$	15,537		$	(6,283	)	$	(15,316	)	$	8,284		$	3,463,469
Issuance of common shares related to stock plans		—		22		2,908			—			—			—			1,123			—			4,053
Issuance of restricted stock		—		—		(706	)		—			714			—			(8	)		—			—
Vesting of restricted stock		—		—		3,432			—			(826	)		—			(718	)		—			1,888
Stock-based compensation		—		—		1,487			—			—			—			—			—			1,487
Distributions to non-controlling interests		—		—		—			—			—			—			—			(583	)		(583	)
Dividends declared-common shares		—		—		—			(138,969	)		—			—			—			—			(138,969	)
Dividends declared-preferred shares		—		—		—			(11,188	)		—			—			—			—			(11,188	)
Comprehensive income		—		—		—			86,631			—			1,126			—			878			88,635
Balance, June 30, 2016	$	350,000	$	36,551	$	5,473,632		$	(2,455,319	)	$	15,425		$	(5,157	)	$	(14,919	)	$	8,579		$	3,408,792

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

DDR Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Six Months
	Ended June 30,
	2016			2015
Cash flow from operating activities:
Net income (loss)	$	87,241		$	(223,867	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Depreciation and amortization		194,600			202,315
Stock-based compensation		4,051			4,893
Amortization and write-off of deferred finance charges and fair market value of debt adjustments		1,151			(5,529	)
Accretion of convertible debt discount		—			5,919
Equity in net income of joint ventures		(15,538	)		(1,703	)
Net gain on sale and change in control of interests		—			(7,772	)
Operating cash distributions from joint ventures		3,779			4,021
Gain on disposition of real estate		(26,102	)		(36,361	)
Impairment charges		—			279,021
Change in notes receivable accrued interest		(5,502	)		(4,175	)
Change in restricted cash		1,901			1,591
Net change in accounts receivable		2,619			1,327
Net change in accounts payable and accrued expenses		(4,357	)		11,763
Net change in other operating assets and liabilities		(11,127	)		(22,570	)
Total adjustments		145,475			432,740
Net cash flow provided by operating activities		232,716			208,873
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(59,886	)		(105,846	)
Real estate developed and improvements to operating real estate		(91,116	)		(132,595	)
Proceeds from disposition of real estate		243,220			158,122
Distributions from unconsolidated joint ventures		20,510			6,940
Equity contributions to joint ventures		(1,406	)		(134	)
Issuance of notes receivable		(4,611	)		—
Repayment of notes receivable		305			9,275
Change in restricted cash		(905	)		582
Net cash flow provided by (used for) investing activities		106,111			(63,656	)
Cash flow from financing activities:
Proceeds from revolving credit facilities, net		55,000			213,513
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses		—			491,972
Repayment of senior notes		(240,000	)		(152,996	)
Proceeds from unsecured term loan		—			300,000
Repayment of term loans and mortgage debt		(15,750	)		(857,396	)
Payment of debt issuance costs		(41	)		(4,540	)
Issuance of common shares in conjunction with equity award plans and dividend reinvestment plan		1,785			3,321
Distributions to non-controlling interests and redeemable operating partnership units		(575	)		(5,591	)
Dividends paid		(143,684	)		(129,333	)
Net cash flow used for financing activities		(343,265	)		(141,050	)
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents		(4,438	)		4,167
Effect of exchange rate changes on cash and cash equivalents		3			164
Cash and cash equivalents, beginning of year		22,416			20,937
Cash and cash equivalents, end of period	$	17,981		$	25,268

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

Notes to Condensed Consolid ated Financial Statements

1.	Nature of Business and Financial Statement Presentation

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.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2016 and 2015, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 .

Principles of Consolidation

The condensed 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 (“VIE”).

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 (loss).

The Company adopted Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis on January 1, 2016, and reassessed its consolidated and unconsolidated joint ventures under the new standard. Based on the revised guidance, the Company identified three unconsolidated joint ventures included in the Company’s joint venture investments that, under the new standard, are considered VIEs for which the Company is not the primary beneficiary. These joint ventures were formed to invest in and own real estate assets. Each of these joint ventures was deemed to be a VIE under the new guidance as the Company (the non-managing member) does not have substantive kick-out or participating rights in these entities. The Company determined that it was not the primary beneficiary of these VIEs as the entities’ managing members have the power to direct the activities of the respective entity that most significantly impact the entity’s economic performance. The Company’s maximum exposure to losses associated with these three VIEs is primarily limited to its aggregate investment, which was $416.6 million and $412.4 million as of June 30, 2016, and December 31, 2015, respectively. In addition, for one of the VIEs, 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 $4.6 million at June 30, 2016.

Statements of Cash F lows and Supplemental Disclosure of Non-Cash Investing and Financing Information

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

	Six Months
	Ended June 30,
	2016		2015
Accounts payable related to construction in progress	$	20.8	$	46.3
Dividends declared		75.1		67.9
Mortgages assumed from acquisitions		—		33.7
Elimination of a previously held equity interest		—		1.4

Fee and Other Income

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

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2016		2015		2016		2015
Management and other fee income	$	11.4	$	8.4	$	19.6	$	16.5
Ancillary and other property income		4.5		4.7		8.6		8.8
Lease termination fees		0.3		1.4		1.5		1.6
Other		—		0.1		—		0.3
Total fee and other income	$	16.2	$	14.6	$	29.7	$	27.2

New Accounting Standards To Be Adopted

Accounting for Leases

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic-842). The amendments in this update govern a number of areas including, but not limited to, accounting for leases, replacing the existing guidance in ASC Topic No. 840, Leases . Under this standard, 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 this standard 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 addition, this standard impacts the lessor’s ability to capitalize costs related to the leasing of vacant space. The lease standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This standard 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. The Company is currently assessing the impact, if any, the adoption of this standard will have on its consolidated financial statements and has not decided upon the method of adoption.

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 this standard 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. Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09. The Company is assessing the impact, if any, the adoption of this standard will have on its consolidated 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 is assessing the impact, if any, the adoption of this standard will have on its consolidated financial statements.

Derivatives and Hedging

In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force) . ASU No. 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. For public companies, ASU No. 2016-05 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial statements.

Transition to Equity Method Accounting

In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Instead, the equity method of accounting should be applied prospectively from the date significant influence is obtained. Investors should add the cost of acquiring the additional interest in the investee (if any) to the current basis of their previously held interest. For available-for-sale securities that become eligible for the equity method of accounting, any unrealized gain or loss previously recorded within accumulated other comprehensive income should be recognized in earnings at the date the investment initially qualifies for the use of the equity method. The new standard should be applied prospectively for investments that qualify for the equity method of accounting in interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that the adoption of this standard will have any material impact on its consolidated financial statements.

Share-Based Compensation

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-09 impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. ASU No. 2016-09 is effective for public companies for annual reporting periods and interim periods within those years beginning after December 15, 2016. Early adoption is permitted. The Company is assessing the impact, if any, the adoption of this standard will have on its consolidated financial statements.

2.	Investments in and Advances to Joint Ventures

At June 30, 2016 and December 31, 2015, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 157 and 168 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	June 30, 2016			December 31, 2015
Condensed Combined Balance Sheets
Land	$	1,306,704		$	1,343,889
Buildings		3,449,494			3,551,227
Fixtures and tenant improvements		192,647			191,581
		4,948,845			5,086,697
Less: Accumulated depreciation		(840,227	)		(817,235	)
		4,108,618			4,269,462
Land held for development and construction in progress		58,654			52,390
Real estate, net		4,167,272			4,321,852
Cash and restricted cash		69,815			58,916
Receivables, net		48,568			52,768
Other assets		286,501			318,546
	$	4,572,156		$	4,752,082

Mortgage debt	$	3,118,908		$	3,177,603
Notes and accrued interest payable to the Company		2,555			1,556
Other liabilities		223,109			219,799
		3,344,572			3,398,958
Redeemable preferred equity – DDR		400,203			395,156
Accumulated equity		827,381			957,968
	$	4,572,156		$	4,752,082

Company's share of accumulated equity	$	104,500		$	115,871
Redeemable preferred equity		400,203			395,156
Basis differentials		(39,325	)		(42,402	)
Deferred development fees, net of portion related to the Company's interest		(2,531	)		(2,449	)
Amounts payable to the Company		2,542			1,556
Investments in and Advances to Joint Ventures	$	465,389		$	467,732

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Condensed Combined Statements of Operations
Revenues from operations	$	128,890		$	133,066		$	256,800		$	270,666
Expenses from operations:
Operating expenses		36,973			36,090			74,629			75,056
Impairment charges		—			—			—			448
Depreciation and amortization		49,021			51,482			98,056			108,219
Interest expense		33,319			33,593			66,641			74,496
Preferred share expense		8,305			6,415			16,569			12,729
Other expense (income), net		6,319			6,126			12,130			12,195
		133,937			133,706			268,025			283,143
		(5,047	)		(640	)		(11,225	)		(12,477	)
Gain (loss) on disposition of real estate, net		114			(1,358	)		53,597			(1,571	)
Net (loss) income attributable to unconsolidated joint ventures	$	(4,933	)	$	(1,998	)	$	42,372		$	(14,048	)
Company's share of equity in net income of joint ventures	$	817		$	1,317		$	12,091		$	1,070
Basis differential adjustments ^(A)		300			325			3,447			633
Equity in net income of joint ventures	$	1,117		$	1,642		$	15,538		$	1,703

( A )

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, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures are as follows (in millions):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2016		2015		2016		2015
Management and other fees	$	9.6	$	6.5	$	15.8	$	12.8
Development fees and leasing commissions		1.8		1.6		3.7		3.2
Interest income		8.3		6.4		16.6		12.7

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.

Disposition of Shopping Centers

In the first quarter of 2016, one of the Company’s joint ventures sold 11 assets for an aggregate sale price of $170.5 million and recorded a gain on sale of $53.4 million, of which the Company’s share was $13.5 million.

3.	Acquisitions

In February 2016, the Company acquired one power center in Phoenix, Arizona, valued at $60.5 million. The fair value of the acquisition was allocated as follows (in thousands):

				Weighted-Average Amortization Period (in Years)
Land	$	11,859		N/A
Buildings		41,433		(A)
Tenant improvements		1,184		(A)
In-place leases (including lease origination costs and fair market value of leases)		6,125			4.5
Tenant relations		2,607			8.1
		63,208
Less: Below-market leases		(2,968	)		16.7
Less: Other liabilities assumed		(354	)	N/A
Net assets acquired	$	59,886

(A)	Depreciated in accordance with the Company’s policy.

The Company’s consideration of $59.9 million was paid in cash. The costs related to the acquisition of this asset were expensed as incurred and included in Other Income (Expense), Net in the Company’s consolidated statement of operations, at June 30, 2016. Such amounts were considered immaterial. Included in the Company’s consolidated statements of operations are $2.2 million and $2.1 million in total revenues from the date of acquisition through June 30, 2016 and 2015, respectively, for the acquired properties.

4.	Other Assets, Net

Other assets consist of the following (in thousands):

	June 30, 2016		December 31, 2015
Intangible assets:
In-place leases, net	$	112,334	$	130,330
Above-market leases, net		40,126		46,214
Tenant relations, net		119,022		134,504
Total intangible assets, net ^(A)		271,482		311,048
Other assets:
Prepaid expenses		32,421		28,923
Other assets		5,766		6,293
Deposits		6,903		7,536
Deferred charges, net		5,422		6,113
Total other assets, net	$	321,994	$	359,913

(A)

The Company recorded amortization expense related to its intangibles, excluding above- and below- market leases, of $21.3 million and $23.0 million for the three months ended June 30, 2016 and 2015, respectively, and $40.8 million and $48.6 million for the six months ended June 30, 2016 and 2015, respectively.

5.	Revolving Credit Facilities

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

Carrying Value at

June 30, 2016

Weighted-Average

Interest Rate ^(A) at

June 30, 2016

Maturity Date

Unsecured Credit Facility

265.0

1.5%

June 2019

PNC Facility

—

N/A

June 2019

(A)	Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at June 30, 2016.

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”). 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 up on 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 inclu des a competitive bid option on periodic interest rates for up to 50% of the facility. The Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at June 30, 2016 . The Unsecured Credit Facilit y 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 terms are 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 June 30, 2016), as defined in the respective facility, or (ii) LIBOR plus a specified spread (1.0% at June 30, 2016). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service and Standard & 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 June 30, 2016.

6.	Fair Value Measurements

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

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs or assumptions 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 $450.7 million and $441.5 million at June 30, 2016 and December 31, 2015, respectively, as compared to the carrying amounts of $447.5 million and $437.6 million, respectively.

Debt

The fair market value of senior 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 are classified as Level 2 and all other outstanding debt is classified as Level 3 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):

	June 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,911,277	$	3,147,137	$	3,149,188	$	3,292,723
Revolving Credit Facilities and term loans		862,711		866,867		807,185		811,666
Mortgage Indebtedness		1,164,819		1,222,427		1,183,164		1,235,139
	$	4,938,807	$	5,236,431	$	5,139,537	$	5,339,528

7 .	Share-Based Compensation Plan

2016 Value Sharing Equity Program

On February 9, 2016, the Company adopted the 2016 Value Sharing Equity Program (the “ 2016 VSEP ”), and performance awards were granted to certain officers, effective February 9, 2016. Awards made under the 2016 VSEP, if earned, may result in the granting of common shares of DDR and time-vested restricted stock units (“ RSUs ”) to participants on future measurement dates based

on a performance period beginning on February 9, 2016 , and ending on December 31, 2018 (the “ Performance Period ”). 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 Performance Period and the final four-year time-based vesting period for RSUs).

The 2016 VSEP is designed to allow DDR to reward participants for contributing to its achieving financial performance and allow such participants to share in “Value Created” (as defined below), based upon increases in DDR’s adjusted market capitalization over its initial market capitalization using a starting share price of $17.41 per share (the “ Starting Share Price ”), over pre-established periods of time. Under the 2016 VSEP, participants are granted performance-based awards which, if earned, are settled 20% in DDR common shares, and 80% in RSUs that are generally subject to time-based vesting requirements for a period of four years.

Pursuant to the award terms, on five specified measurement dates (the first date occurring on February 23, 2017, with subsequent measurement dates occurring through December 31, 2018), DDR will measure the “Value Created” during the period between the start of the 2016 VSEP and the applicable measurement date. Value Created is measured for each period for the performance awards as the increase in DDR’s market capitalization on the applicable measurement date ( i.e. , the product of DDR’s five-day trailing average share price as of each measurement date (price-only appreciation, not total shareholder return) and the number of shares outstanding as of the measurement date), as adjusted for equity issuances and/or equity repurchases, over DDR’s initial market capitalization at the start of the 2016 VSEP utilizing the Starting Share Price. The ending share price used for purposes of determining Value Created for the performance awards during any measurement period is capped at $25.35 (“Maximum Ending Share Price”). Because DDR’s initial market capitalization is based on the Starting Share Price, there are no performance awards earned until DDR’s share price exceeds $17.41.

Each participant has been assigned a “percentage share” of the Value Created for the performance awards, and the aggregate percentage share for all participants for the performance awards is (1) 1.4909% if the ending share price for the applicable measurement period is $19.58 or lower, and (2) 1.6089% if the ending share price for the applicable measurement period is above $19.58. In addition, each participant’s aggregate total share of Value Created for the performance awards is capped at an individual maximum dollar limit. After the first measurement date, each participant may earn “performance award shares” (settled as discussed below) with an aggregate value equal to two-sixths of the participant’s percentage share of the Value Created for this award. After each of the next three measurement dates, each participant may earn performance award shares with an aggregate value equal to three-sixths, then four-sixths and then five-sixths, respectively, of the participant’s percentage share of the Value Created for this award. After the final measurement date (or, if earlier, upon a change in control, as defined in the 2016 VSEP), each participant may earn performance award shares with an aggregate value equal to the participant’s full percentage share of the Value Created. In addition, for each measurement date, the number of performance award shares earned by a participant will be reduced by the number of performance award shares previously earned by the participant for prior measurement periods.

Unless otherwise determined by DDR, the DDR common shares earned under the performance awards will generally be subject to additional service-based restrictions that are expected to vest in 20% annual increments beginning on the date of grant and on each of the first four anniversaries of the date of grant. After becoming vested, RSUs will be paid in the form of one common share for each such vested RSU. The fair value of the 2016 VSEP grants was estimated on the date of grant using a Monte Carlo approach model based on the following assumptions:

	Range
Risk-free interest rate		0.8%
Weighted-average dividend yield		5.0%
Expected life	3 years
Expected volatility	17% – 19%

As of June 30, 2016, total unrecognized compensation related to the market metric component associated with the awards granted under the 2016 VSEP was approximately $4.8 million and is expected to be recognized over a weighted-average 6.5-year term, which includes the performance-based and time-based vesting periods.

8.	Other Comprehensive Income (Loss)

The changes in Accumulated Other Comprehensive Income (Loss) (“OCI”) by component are as follows (in thousands):

	Gains on Cash Flow Hedges			Foreign Currency Items			Total
Balance, December 31, 2015	$	(6,109	)	$	(174	)	$	(6,283	)
Other comprehensive income before reclassifications		376			406			782
Change in cash flow hedges reclassed to earnings ^(A)		344			—			344
Net current-period other comprehensive income		720			406			1,126
Balance, June 30, 2016	$	(5,389	)	$	232		$	(5,157	)

(A)

Includes amortization classified in Interest Expense of $0.4 million, partially offset by amortization classified in Equity in Net Income of Joint Ventures of $0.1 million, in the Company’s consolidated statement of operations for the six months ended June 30, 2016, which was previously recognized in Accumulated OCI.

9.	Earnings Per Share

The following table provides a reconciliation of net income (loss) 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):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Numerators – Basic and Diluted
Income (loss) from continuing operations	$	27,647		$	7,780		$	61,139		$	(260,228	)
Plus: Gain on disposition of real estate		13,721			11,267			26,102			36,361
Plus: Income attributable to non-controlling interests		(310	)		(449	)		(610	)		(1,322	)
Less: Preferred dividends		(5,594	)		(5,594	)		(11,188	)		(11,188	)
Less: Earnings attributable to unvested shares and operating partnership units		(204	)		(420	)		(414	)		(868	)
Net income (loss) attributable to common shareholders after allocation to participating securities	$	35,260		$	12,584		$	75,029		$	(237,245	)
Denominators – Number of Shares
Basic — Average shares outstanding		364,976			360,073			364,834			359,914
Effect of dilutive securities:
Stock options		342			443			346			—
Senior convertible notes		—			3,631			—			—
Diluted — Average shares outstanding		365,318			364,147			365,180			359,914
Earnings Per Share:
Basic	$	0.10		$	0.03		$	0.21		$	(0.66	)
Diluted	$	0.10		$	0.03		$	0.21		$	(0.66	)

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

Potentially Dilutive Securities

At June 30, 2016 and 2015, the Company had 398,701 and 1,441,890 operating partnership units outstanding, respectively. The exchange into common shares associated with operating partnership units was not included in the computation of diluted shares outstanding for all periods presented because the effect of assuming conversion was anti-dilutive.

Shares subject to issuance under the 2016 VSEP (Note 7 ) were not considered in the computation of diluted EPS for the three and six months ended June 30, 2016, as the calculation was anti-dilutive. The 2016 VSEP was not in effect for the three and six months ended June 30, 2015.

Common Shares

Common share dividends declared per share were as follows:

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2016		2015		2016		2015
Common share dividends declared per share	$	0.19	$	0.1725	$	0.38	$	0.345

10 .	Segment Information

The tables below present information about the Company’s reportable operating segments (in thousands):

	Three Months Ended June 30, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	257,310		$	11					$	257,321
Rental operation expenses		(71,747	)		(117	)					(71,864	)
Net operating income (loss)		185,563			(106	)					185,457
Depreciation and amortization		(97,698	)								(97,698	)
Interest income					9,446						9,446
Other income (expense), net							$	2,081			2,081
Unallocated expenses ^(A)								(72,756	)		(72,756	)
Equity in net income of joint ventures		1,117									1,117
Income from continuing operations										$	27,647

	Three Months Ended June 30, 2015
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	257,283		$	40					$	257,323
Rental operation expenses		(73,809	)		(17	)					(73,826	)
Net operating income		183,474			23						183,497
Depreciation and amortization		(99,300	)								(99,300	)
Interest income					7,211						7,211
Other income (expense), net							$	2,368			2,368
Unallocated expenses ^(A)								(81,131	)		(81,131	)
Equity in net income of joint ventures		1,642									1,642
Loss on sale and change in control of interests, net		(6,507	)								(6,507	)
Income from continuing operations										$	7,780

	Six Months Ended June 30, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	511,727		$	17					$	511,744
Rental operation expenses		(144,750	)		(156	)					(144,906	)
Net operating income (loss)		366,977			(139	)					366,838
Depreciation and amortization		(194,600	)								(194,600	)
Interest income					18,496						18,496
Other income (expense), net							$	3,854			3,854
Unallocated expenses ^(A)								(148,987	)		(148,987	)
Equity in net income of joint ventures		15,538									15,538
Income from continuing operations										$	61,139
As of June 30, 2016:
Total gross real estate assets	$	9,949,961								$	9,949,961
Notes receivable, net ^(B)				$	447,074		$	(399,780	)	$	47,294

	Six Months Ended June 30, 2015
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	516,053		$	95					$	516,148
Rental operation expenses		(150,145	)		(36	)					(150,181	)
Net operating income		365,908			59						365,967
Impairment charges		(279,021	)								(279,021	)
Depreciation and amortization		(202,315	)								(202,315	)
Interest income					14,372						14,372
Other income (expense), net							$	(1,060	)		(1,060	)
Unallocated expenses ^(A)								(167,646	)		(167,646	)
Equity in net income of joint ventures		1,703									1,703
Gain on sale and change in control of interests, net		7,772									7,772
Loss from continuing operations										$	(260,228	)
As of June 30, 2015:
Total gross real estate assets	$	10,180,374								$	10,180,374
Notes receivable, net ^(B)				$	355,911		$	(308,607	)	$	47,304

(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.

11 .	Subsequent Events

On July 11, 2016, the Company announced that Thomas F. August, a member of the Company’s Board of Directors since May 2016, was named President and Chief Executive Officer of the Company, effective immediately. Additionally, the Executive Vice President and Chief Accounting Officer, Christa A. Vesy, was also named Interim Chief Financial Officer, effective immediately.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS O F FINANCIAL COND ITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the Company’s financial condition, results of operations, liquidity and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2015, as well as other publicly available information.

Executive Summary

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) 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 collateralized directly or indirectly by shopping centers. As of June 30, 2016, the Company’s portfolio consisted of 349 shopping centers (including 158 shopping centers owned through joint ventures) aggregating approximately 113 million total square feet of gross leasable area (“GLA”). These properties consist of 335 shopping centers owned in the United States and 14 in Puerto Rico. At June 30, 2016, the aggregate occupancy of the Company’s operating shopping center portfolio was 93.5% and the average annualized base rent per occupied square foot was $14.63.

For the six months ended June 30, 2016, net income attributable to common shareholders increased compared to the prior year, primarily due to $279.0 million of impairment charges recorded in 2015, in addition to the transactional impact of the investment activity completed in 2015 and lower interest expense as a result of the repayment of higher interest rate debt through the use of proceeds from asset sales in 2015.

The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures, described later in this section) (in thousands, except per share amounts):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2016		2015		2016		2015
Net income (loss) attributable to common shareholders	$	35,464	$	13,004	$	75,443	$	(236,377	)
FFO attributable to common shareholders	$	120,321	$	105,039	$	234,863	$	118,242
Operating FFO attributable to common shareholders	$	122,441	$	111,396	$	236,670	$	218,529
Earnings per share – Diluted	$	0.10	$	0.03	$	0.21	$	(0.66	)

During the first six months of 2016, the Company continued to pursue opportunities to improve its overall portfolio quality and lower its risk profile and cost of capital. The Company’s initiatives are focused on positioning its balance sheet to perform in all market cycles. In 2016, the Company intends to focus on the completion of its portfolio evolution, which it expects to be achieved through the sale of assets not considered to have long-term growth potential and the reinvestment of proceeds to develop/redevelop or acquire prime assets (i.e., market-dominant prime power centers located in large and supply-constrained markets, occupied by high-quality retailers with strong demographic profiles, which are referred to as “Prime”), as well as lower leverage. As outlined below, the Company’s operational and transactional activity execution in the first half was in line with its strategic objectives.

2016 Operating Results

The Company completed the disposition of $58.0 million and $418.0 million of assets for the three and six months ended June 30, 2016, respectively, of which DDR’s pro rata share of the proceeds was $58.0 million and $281.6 million, respectively. The Company also acquired one Prime power center in Phoenix, Arizona, for $60.5 million in February 2016. The net sale proceeds primarily were used to repay debt.

The Company continued its trend of consistent internal growth and strong operating performance in the first half of 2016, as evidenced by the number of leases executed, the upward trend in the average annualized base rental rates, a strong occupancy rate and the achievement of double-digit rental spreads on new leases.

●

The Company continued to execute both new leases and renewals at positive rental spreads, which contributed to the increase in the average annualized base rent per square foot. At December 31, 2015, the Company had 841 leases expiring in 2016, with an average base rent per square foot of $15.64. For the comparable leases executed in the first six months of 2016, the Company generated positive leasing spreads on a pro rata basis of 22.5% for new leases and 7.8% for renewals. The Company’s leasing spread calculation only includes deals that were executed within one year of the date

the prior tenant vacated. As a result, the Company believes its calculation is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

●

The Company leased approximately 4.3 million square feet in the first six months of 2016, including 218 new leases and 421 renewals for a total of 639 leases. The remaining 2016 lease expirations at June 30, 2016, aggregated approximately 1.8 million square feet of GLA as compared to 4.8 million square feet of GLA as of December 31, 2015. The remaining 1.8 million square feet represents approximately 38.0% of total annualized base rent of 2016 expiring leases as of December 31, 2015.

●

For new leases executed during the first six months of 2016, the Company estimates it will expend a weighted-average cost of $4.45 per rentable square foot for tenant improvements and lease commissions over the lease term as compared to $4.89 for leases executed in 2015. The Company generally does not expend a significant amount of capital on lease renewals.

●

The Company’s total portfolio average annualized base rent per square foot increased to $14.63 at June 30, 2016, as compared to $14.48 at December 31, 2015 and $14.09 at June 30, 2015.

●

The aggregate occupancy of the Company’s operating shopping center portfolio remained strong at 93.5% at June 30, 2016 as compared to 93.3% at December 31, 2015, and 92.8% at June 30, 2015.

RESULTS OF OPERATIONS

Shopping center properties owned as of January 1, 2015, but excluding properties under development or redevelopment and those sold by the Company, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

	Three Months
	Ended June 30,
	2016		2015		$ Change
Base and percentage rental revenues	$	179,718	$	180,735	$	(1,017	)
Recoveries from tenants		61,376		62,021		(645	)
Fee and other income		16,227		14,567		1,660
Total revenues	$	257,321	$	257,323	$	(2	)

	Six Months
	Ended June 30,
	2016		2015		$ Change
Base and percentage rental revenues ^(A)	$	359,021	$	362,817	$	(3,796	)
Recoveries from tenants ^(B)		122,975		126,101		(3,126	)
Fee and other income ^(C)		29,748		27,230		2,518
Total revenues	$	511,744	$	516,148	$	(4,404	)

(A)	The decrease was due to the following (in millions):

	Increase (Decrease)
Acquisition of shopping centers	$	8.4
Comparable Portfolio Properties		7.5
Development or redevelopment properties		1.4
Disposition of shopping centers		(21.6	)
Straight-line rents		0.5
Total	$	(3.8	)

The following tables present the statistics for the Company’s operating shopping center portfolio affecting base and percentage rental revenues summarized by the following portfolios: combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio .

	Combined Shopping Center Portfolio June 30,						Wholly-Owned Shopping Centers ⁽¹⁾ June 30,						Joint Venture Shopping Centers June 30,
	2016			2015			2016			2015			2016			2015
Centers owned		349			401			191			216			158			185
Aggregate occupancy rate		93.5	%		92.8	%		93.6	%		93.2	%		93.4	%		92.1	%
Average annualized base rent per occupied square foot ⁽¹⁾	$	14.63		$	14.09		$	14.95		$	14.45		$	14.09		$	13.47

(1)

For the six months ended June 30, 2016 and 2015, the Comparable Portfolio Properties’ aggregate occupancy rate was 94.4% and 93.5%, respectively and the average annualized base rent per occupied square foot was $15.14 and $14.41, respectively. The increase in the average annualized base rent per occupied square foot primarily was due to the Company’s strategic portfolio realignment achieved through the recycling of capital from asset sales into the acquisition of Prime power centers (see Strategic Transaction Activity), as well as continued leasing of the existing portfolio at positive rental spreads.

(B)

The decrease in recoveries from tenants primarily was driven by the net impact of disposition properties. Recoveries from tenants for the Comparable Portfolio Properties were approximately 94.1% and 93.6% of reimbursable operating expenses and real estate taxes for the six months ended June 30, 2016 and 2015, respectively. The overall increase in the recovery percentage from tenants primarily was attributable to the disposition of assets with lower recovery rates and an increase in the overall occupancy of the portfolio.

(C)	Composed of the following (in millions):

	Six Months
	Ended June 30,
	2016		2015		$ Change
Management, development and other fee income ⁽¹⁾	$	19.6	$	16.5	$	3.1
Ancillary and other property income		8.6		8.8		(0.2	)
Lease termination fees		1.5		1.6		(0.1	)
Other		—		0.3		(0.3	)
	$	29.7	$	27.2	$	2.5

(1)

The Company recorded additional asset management fee income of $3.1 million in the second quarter of 2016 related to an amendment of the provisions in the management agreement for one joint venture. Changes in the number of assets under management or the joint venture fee structure could impact the amount of revenue recorded in future periods. One of the Company’s joint venture partners intends to dispose of its investments that include 55 assets under DDR’s management in connection with the joint venture’s July 2017 debt maturity. This disposition is expected to have a significant impact on the amount of management fees recorded in 2017. The Company estimates it earns fees between $10 and $12 million annually from this joint venture.

Expenses from Operations (in thousands)

	Three Months
	Ended June 30,
	2016		2015		$ Change
Operating and maintenance	$	34,588	$	36,029	$	(1,441	)
Real estate taxes		37,276		37,797		(521	)
General and administrative		18,499		19,271		(772	)
Depreciation and amortization		97,698		99,300		(1,602	)
	$	188,061	$	192,397	$	(4,336	)

	Six Months
	Ended June 30,
	2016		2015		$ Change
Operating and maintenance ^(A)	$	71,096	$	74,755	$	(3,659	)
Real estate taxes ^(A)		73,810		75,426		(1,616	)
Impairment charges ^(B)		—		279,021		(279,021	)
General and administrative ^(C)		36,375		37,866		(1,491	)
Depreciation and amortization ^(A)		194,600		202,315		(7,715	)
	$	375,881	$	669,383	$	(293,502	)

(A)	The changes were due to the following (in millions):

	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisition of shopping centers	$	1.0		$	1.7		$	5.2
Comparable Portfolio Properties		0.3			1.4			(3.3	)
Development or redevelopment properties		0.3			—			(1.6	)
Disposition of shopping centers		(5.3	)		(4.7	)		(8.0	)
	$	(3.7	)	$	(1.6	)	$	(7.7	)

The decrease in depreciation expense for the Comparable Portfolio Properties was attributable to assets becoming fully amortized in 2015, offset primarily by the write-off of intangible assets associated with certain tenant bankruptcies.

(B)	The Company recorded impairment charges during 2015 related to 25 operating shopping centers and five parcels of land previously held for future development.

(C)

General and administrative expenses were approximately 4.7% and 4.8% of total revenues, respectively, including total revenues of unconsolidated joint ventures and managed assets, for the six months ended June 30, 2016 and 2015. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space. Upon adoption of the leasing standard in 2019, the Company expects that certain general and administrative expenses that are capitalized in 2016 may be required to be expensed.

Other Income and Expenses (in thousands)

	Three Months
	Ended June 30,
	2016			2015			$ Change
Interest income	$	9,446		$	7,211		$	2,235
Interest expense		(54,012	)		(61,287	)		7,275
Other income (expense), net		2,081			2,368			(287	)
	$	(42,485	)	$	(51,708	)	$	9,223

	Six Months
	Ended June 30,
	2016			2015			$ Change
Interest income ^(A)	$	18,496		$	14,372		$	4,124
Interest expense ^(B)		(111,909	)		(124,307	)		12,398
Other income (expense), net ^(C)		3,854			(1,060	)		4,914
	$	(89,559	)	$	(110,995	)	$	21,436

(A)

The increase in the amount of interest income recognized in the first half of 2016 primarily is due to the increase in the composition of the preferred equity investments in the unconsolidated joint ventures with the Blackstone Group L.P. (“Blackstone”). The weighted-average loan receivable outstanding and weighted-average interest rate, including loans to affiliates, are as follows:

	Six Months
	Ended June 30,
	2016			2015
Weighted-average loan receivable outstanding (in millions)	$	436.3		$	348.2
Weighted-average interest rate		8.5	%		8.5	%

(B)	The weighted-average debt outstanding and related weighted-average interest rate are as follows:

	Six Months
	Ended June 30,
	2016			2015
Weighted-average debt outstanding (in billions)	$	5.0		$	5.3
Weighted-average interest rate		4.5	%		5.0	%

The weighted-average interest rate (based on contractual rates and excluding senior convertible debt accretion in 2015, fair market value of adjustments and debt issuance costs) at June 30, 2016 and 2015, was 4.3% and 4.4%, respectively. The change in the weighted-average debt outstanding and weighted-average interest rate was the result of the Company’s disposition of assets with proceeds applied to repay outstanding indebtedness, as well as the focus on the repayment of higher interest rate debt.

Interest costs capitalized in conjunction with development and redevelopment projects and unconsolidated development and redevelopment joint venture interests were $0.7 million and $1.9 million for the three and six months ended June 30, 2016, respectively, as compared to $1.6 million and $3.2 million, respectively, for the comparable periods in 2015. The decrease in the amount of interest costs capitalized is a result of a change in the mix of active development projects year-over-year.

(C)	Other income (expense), net was composed of the following (in millions):

	Six Months
	Ended June 30,
	2016		2015
Other income (primarily insurance recovery), net	$	3.9	$	(0.2	)
Debt extinguishment costs, net		—		(0.9	)
	$	3.9	$	(1.1	)

Other Items (in thousands)

	Three Months
	Ended June 30,
	2016			2015			$ Change
Equity in net income of joint ventures	$	1,117		$	1,642		$	(525	)
Loss on sale and change in control of interests, net		—			(6,507	)		6,507
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(245	)		(573	)		328

	Six Months
	Ended June 30,
	2016			2015			$ Change
Equity in net income of joint ventures ^(A)	$	15,538		$	1,703		$	13,835
Gain on sale and change in control of interests, net		—			7,772			(7,772	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes ^(B)		(703	)		(5,473	)		4,770

(A)

The increase in equity in net income of joint ventures for the six months ended June 30, 2016, compared to the prior-year period, primarily was a result of the sale of 11 assets by one unconsolidated joint venture in the first quarter of 2016, of which the Company’s share of the gain was $13.5 million. The sale of properties by one of the Company’s joint ventures or the liquidation of a joint venture’s assets could significantly impact the amount of income or loss recognized in future periods.

(B)	The decrease in tax expense primarily is a result of a 2015 tax restructuring related to the Company’s assets in Puerto Rico.

Disposition of Real Estate, Non-Controlling Interests and Net Income (Loss) (in thousands)

	Three Months
	Ended June 30,
	2016			2015			$ Change
Gain on disposition of real estate, net	$	13,721			11,267			2,454
Income attributable to non-controlling interests, net		(310	)		(449	)		139
Net income attributable to DDR		41,058			18,598			22,460

	Six Months
	Ended June 30,
	2016			2015			$ Change
Gain on disposition of real estate, net ^(A)	$	26,102			36,361			(10,259	)
Income attributable to non-controlling interests, net		(610	)		(1,322	)		712
Net income (loss) attributable to DDR ^(B)		86,631			(225,189	)		311,820

(A)

During the first half of 2016, the Company sold eight properties and additional non-income producing assets for total proceeds of $247.5 million. 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.

(B)

The increase in net income attributable to DDR for the six months ended June 30, 2016, compared to the prior-year comparable period, primarily was due to impairment charges recorded in 2015 triggered by an acceleration of the Company’s asset disposition plans, in addition to the transactional impact of the investment activity completed in 2015 and lower interest expense as a result of the repayment of higher interest rate debt through the use of proceeds from asset sales in 2015.

NON-GAAP FINANCIAL MEASURES

Definition and Basis of Presentation

The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, including securities analysts, investors and other interested parties, to evaluate the performance of REITs.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from depreciable property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of depreciable real estate property and related investments, which are presented net of taxes, (iii) impairment charges on depreciable real estate property and related investments and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).

The Company believes that certain gains and charges recorded in its operating results are not comparable or reflective of its core operating performance. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains on the sale of and/or change in control of interests, gains/losses on the sale of non-depreciable real estate, impairments of non-depreciable real estate, gains/losses on the early extinguishment of debt, transaction costs and other restructuring type costs. The disclosure of these charges and gains is regularly requested by users of the Company’s financial statements. The adjustment for these charges and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges and gains are non-recurring. These charges and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its condensed consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

FFO and Operating FFO attributable to common shareholders were as follows (in millions):

	Three Months
	Ended June 30,
	2016		2015		$ Change
FFO attributable to common shareholders	$	120.3	$	105.0	$	15.3
Operating FFO attributable to common shareholders		122.4		111.4		11.0

	Six Months
	Ended June 30,
	2016		2015		$ Change
FFO attributable to common shareholders ^(A)	$	234.9	$	118.2	$	116.7
Operating FFO attributable to common shareholders ^(B)		236.7		218.5		18.2

(A)

The increase in FFO for the six months ended June 30, 2016, compared to the comparable period in 2015, primarily was due to impairment charges of non-depreciable assets recorded in 2015, the transactional impact of the investment activity completed in 2015 and lower interest expense as a result of the repayment of higher interest rate debt through the use of proceeds from asset sales in 2015.

(B)	The increase in Operating FFO for the six months ended June 30, 2016, compared to the comparable period in 2015, primarily was due to the same factors impacting FFO.

The Company’s reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in millions):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Net income (loss) attributable to common shareholders	$	35.5		$	13.0		$	75.4		$	(236.4	)
Depreciation and amortization of real estate investments		95.6			97.2			190.5			198.1
Equity in net income of joint ventures		(1.1	)		(1.6	)		(15.5	)		(1.7	)
Joint ventures' FFO ^(A)		6.4			7.5			12.6			14.5
Non-controlling interests (OP Units)		0.1			0.2			0.2			0.5
Impairment of depreciable real estate assets		—			—			—			179.7
Gain on disposition of depreciable real estate		(16.2	)		(11.3	)		(28.3	)		(36.5	)
FFO attributable to common shareholders		120.3			105.0			234.9			118.2
Non-operating items, net ^(B)		2.1			6.4			1.8			100.3
Operating FFO attributable to common shareholders	$	122.4		$	111.4		$	236.7		$	218.5

(A)

At June 30, 2016 and 2015, the Company had an economic investment in unconsolidated joint venture interests related to 157 and 184 operating shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

FFO at DDR ownership interests considers the impact of basis differentials. Joint ventures’ FFO and Operating FFO is summarized as follows (in millions):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Net (loss) income attributable to unconsolidated joint ventures	$	(4.9	)	$	(2.0	)	$	42.4		$	(14.0	)
Depreciation and amortization of real estate investments		49.0			51.5			98.0			108.2
Impairment of depreciable real estate assets		—			—			—			0.4
(Gain) loss on disposition of depreciable real estate, net		(0.1	)		1.4			(53.6	)		1.6
FFO	$	44.0		$	50.9		$	86.8		$	96.2
FFO at DDR's ownership interests	$	6.4		$	7.5		$	12.6		$	14.5
Operating FFO at DDR's ownership interests ^(B)	$	6.4		$	7.5		$	12.6		$	14.5

Other Data:
Straight-line rental revenue	$	0.7		$	1.0		$	1.6		$	2.0
DDR's proportionate share		0.1			—			0.1			—

(B)

Amounts are described in the Operating FFO Adjustments section below.

Operating FFO Adjustments

The Company’s adjustments to arrive at Operating FFO are composed of the following for the three and six months ended June 30, 2016 and 2015 (in millions). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Impairment charges – non-depreciable assets	$	—		$	—		$	—		$	99.3
Executive separation charges		—			1.7			—			2.3
Transaction, debt extinguishment, litigation, other, net ^(A)		—			(1.9	)		—			1.5
Loss (gain) on sale and change in control of interests, net		—			6.5			—			(7.8	)
Tax expense (primarily Puerto Rico restructuring), net		(0.3	)		—			(0.3	)		4.4
Loss on disposition of non-depreciable real estate, net		2.4			0.1			2.1			0.6
Total adjustments from FFO to Operating FFO		2.1			6.4			1.8			100.3
FFO attributable to common shareholders		120.3			105.0			234.9			118.2
Operating FFO attributable to common shareholders	$	122.4		$	111.4		$	236.7		$	218.5

(A)

Amounts included in other income/expense as follows (in millions):

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2016		2015			2016		2015
Debt extinguishment costs, net	$	—	$	(2.4	)	$	—	$	0.9
Transaction and other (income) expense, net		—		0.5			—		0.6
	$	—	$	(1.9	)	$	—	$	1.5

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to strategically allocate cash flow from operating and financing activities in order to strengthen its balance sheet and reduce risk, finance strategic investments and improve its financial flexibility. The Company periodically evaluates opportunities to further strengthen its financial position for strategic reasons, which may include: repurchasing or refinancing long-term debt, issuing and selling additional debt or equity securities, obtaining credit facilities from lenders and/or disposing of assets.

The Company’s consolidated and unconsolidated debt obligations generally require monthly or semi-annual payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under its facilities described below, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

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”). The Unsecured Credit Facility provides for borrowings of up to $750 million and includes an accordion feature for expansion of availability up to $1.25 billion upon the Company’s request, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level. The Company also maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for borrowings of up to $50 million (together with the Unsecured Credit Facility, the “Revolving Credit Facilities”). The Company’s borrowings under these facilities bear interest at variable rates based on LIBOR plus 100 basis points at June 30, 2016, subject to adjustment based on the Company’s current corporate credit ratings from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s (“S&P”).

The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness is, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants, the occurrence of a material adverse effect on the Company and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding, and/or an acceleration of any outstanding borrowings may occur. As of June 30, 2016, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. The Company believes it will continue to be able to operate in compliance with these covenants in 2016 and beyond.

Certain of the Company’s credit facilities and indentures permit the acceleration of the maturity of the underlying debt in the event certain other debt of the Company has been accelerated. Furthermore, a default under a loan by the Company or its affiliates, a foreclosure on a mortgaged property owned by the Company or its affiliates or the inability to refinance existing indebtedness may have a negative impact on the Company’s financial condition, cash flows and results of operations. These facts, and an inability to predict future economic conditions, have led the Company to continue to strengthen its focus on its balance sheet risk and increasing financial flexibility.

The Company expects to fund its obligations from available cash, current operations and utilization of its Revolving Credit Facilities; however, the Company may issue long-term debt and/or equity securities in lieu of, or in addition to, borrowing under its Revolving Credit Facilities. The following information summarizes the availability of the Revolving Credit Facilities at June 30, 2016 (in millions):

Cash and Cash Equivalents	$	18.0
Revolving Credit Facilities	$	800.0
Less:
Amount outstanding		(265.0	)
Letters of credit		(1.1	)
Borrowing capacity available	$	533.9

The Company has a $250 million continuous equity program. At July 27, 2016, the Company had $234.6 million available for the future issuance of common shares under that program.

The Company intends to continue to maintain a long-term financing strategy with limited reliance on short-term debt. The Company believes its Revolving Credit Facilities are sufficient for its liquidity strategy and longer-term capital structure needs. Part of the Company’s overall strategy includes scheduling future debt maturities in a balanced manner, including incorporating a healthy level of conservatism regarding possible future market conditions.

At June 30, 2016, the Company’s 2016 debt maturities consisted of $112.6 million of consolidated mortgage debt. The Company expects to fund these obligations from the utilization of its Revolving Credit Facilities, proceeds from asset sales and/or cash flow from operations. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

Management believes the scheduled debt maturities in 2016 and in future years are manageable. The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company continues to evaluate its debt maturities with the goal of executing a strategy to extend debt duration, lower leverage, increase liquidity and improve the Company’s credit ratings with the goal of lowering the Company's balance sheet risk and cost of capital.

Unconsolidated Joint Ventures

The Company’s unconsolidated joint ventures have $641.2 million of debt maturing in 2016, of which the Company’s proportionate share is $32.1 million. The Company expects the joint ventures to refinance, including through options to extend, these obligations.

Cash Flow Activity

The Company’s core business of leasing space to well-capitalized retailers continues to generate consistent and predictable cash flow after expenses, interest payments and preferred share dividends. This capital is available for use at the Company’s discretion for investment, debt repayment and the payment of dividends on common shares.

The Company’s cash flow activities are summarized as follows (in thousands):

	Six Months
	Ended June 30,
	2016			2015
Cash flow provided by operating activities	$	232,716		$	208,873
Cash flow provided by (used for) investing activities		106,111			(63,656	)
Cash flow used for financing activities		(343,265	)		(141,050	)

Changes in cash flow for the six months ended June 30, 2016, compared to the prior-year comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased $23.8 million primarily due to the following:

Increase of $16.8 million due to Puerto Rico tax restructuring costs paid in 2015 and

Increases from assets acquired from the date of acquisition along with the continued growth in operating performance of the Company’s core assets, offset by asset dispositions.

Investing Activities: Cash provided by investing activities increased $169.8 million primarily due to the following:

Increase of $85.1 million from higher consolidated asset dispositions in 2016 and

Increase of $87.4 million due to reduced real estate acquisitions and development spending in 2016.

Financing Activities: Cash used for financing activities increased $202.2 million primarily due to the following:

Increase of $14.4 million due to higher quarterly dividend payments and

Increase of $195.8 million from the net repayment of outstanding indebtedness.

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared common and preferred share cash dividends of $150.2 million for the six months ended June 30, 2016, as compared to $135.7 million for the same period in 2015. Because actual distributions were greater than 100% of taxable income, federal income taxes were not incurred by the Company in the first half of 2016.

The Company declared a quarterly dividend of $0.19 per common share for each of the first two quarters of 2016. The Board of Directors of the Company expects to continue to monitor the 2016 dividend policy and provide for adjustments as determined to be in the best interests of the Company and its shareholders to maximize the Company’s free cash flow while still adhering to REIT payout requirements.

SOURCES AND USES OF CAPITAL

Strategic Transaction Activity

The Company has a portfolio management strategy to recycle capital from lower quality, lower growth potential assets into Prime assets located in large and supply-constrained markets occupied by high credit quality retailers. Transactions are completed both on balance sheet and through off-balance sheet joint venture arrangements with top tier, well capitalized partners.

Acquisitions

In February 2016, the Company acquired a 0.3 million square foot Prime power center in Phoenix, Arizona, for a gross purchase price of $60.5 million.

Dispositions

During the six months ended June 30, 2016, the Company sold eight shopping center properties, aggregating 1.8 million square feet, plus non-income producing assets for an aggregate sales price of $247.5 million. The Company recorded a net gain of $26.1 million. In addition, one of the Company’s unconsolidated joint ventures sold 11 assets generating gross proceeds of $170.5 million, of which the Company’s proportionate share was $34.1 million.

Development and Redevelopment Opportunities

One of the important benefits of the Company’s asset class is the ability to phase development and redevelopment projects over time until appropriate leasing levels can be achieved. To maximize the return on capital spending, the Company generally adheres to strict investment criteria thresholds. The Company also evaluates the credit quality of the tenants and, in the case of redevelopments, generally seeks to upgrade the retailer merchandise mix. The Company applies this strategy to both its consolidated and certain unconsolidated joint ventures that own assets under development and redevelopment because the Company has significant influence and, in most cases, approval rights over decisions relating to significant capital expenditures.

The Company will generally commence construction on various developments only after substantial tenant leasing has occurred and acceptable construction financing is available. The Company will continue to closely monitor its expected spending in 2016 for developments and redevelopments, as the Company considers this funding to be discretionary spending. The Company does not anticipate expending significant funds on joint venture development projects in 2016.

The Company’s consolidated land holdings are classified in two separate line items on the Company’s consolidated balance sheets included herein, (i) Land and (ii) Construction in Progress and Land. At June 30, 2016, the $2.1 billion of Land primarily consisted of land that is part of the Company’s operating shopping center portfolio. However, this amount also includes a small portion of vacant land composed primarily of outlots or expansion pads adjacent to the shopping center properties. Approximately 147 acres of this land, which has a recorded cost basis of approximately $20 million, is available for future development.

Included in Construction in Progress and Land at June 30, 2016, were $44 million of recorded costs related to undeveloped land for which active construction has not yet commenced or was previously ceased. The Company evaluates its intentions with respect to these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value when the expected undiscounted cash flows are less than the asset’s carrying value. In 2015, the Company determined it would no longer pursue the development of certain of these assets.

Development and Redevelopment Projects

As part of its portfolio management strategy to develop, expand, improve and re-tenant various properties, the Company has, at June 30, 2016, invested approximately $272 million in various consolidated active development and redevelopment projects and expects to bring at least $190 million of investments in service in 2016 on a net basis, after deducting sales proceeds from outlot sales.

At June 30, 2016, the Company had one significant c onsolidated development project , which was as follows (dollars in millions and GLA in thousands):

Location

Estimated/Actual

Initial Owned

Anchor

Opening

Estimated

Owned GLA

Estimated

Gross Cost

Estimated

Net Cost

Incurred at

June 30, 2016

Guilford Commons (New Haven, Connecticut)

4Q15

130

The Company’s redevelopment projects are typically substantially complete within a year of the construction commencement date. The Company sold its major redevelopment asset in Pasadena, California, in January 2016 for a net gain that had net costs incurred of $20.7 million at the time of sale. At June 30, 2016, the Company’s significant consolidated redevelopment projects were as follows (in millions):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at June 30, 2016
The Pike Outlets (Long Beach, California)	3Q15	$	66	$	52
Sycamore Crossing (Cincinnati, Ohio)	2Q17		30		14
Belgate (expansion) (Charlotte, North Carolina)	4Q17		25		15
Bermuda Square (Chester, Virginia)	4Q17		19		13
Plaza del Sol (expansion) (Bayamon, Puerto Rico)	4Q17		12		2
Other Redevelopments	N/A		100		33
Total		$	252	$	129

For redevelopment assets completed in 2016, the assets placed in service were completed at a cost of approximately $118 per square foot, excluding The Pike Outlets, which is a larger scale project (completed at a cost of approximately $309 per square foot).

OFF-BALANCE SHEET ARRANGEMENTS

The Company has a number of off-balance sheet joint ventures and other unconsolidated entities with varying economic structures. Through these interests, the Company has investments in operating properties and one development project. Such arrangements are generally with institutional investors located throughout the United States. The Company also had a preferred equity investment of $391.9 million plus $8.3 million of accrued interest at June 30, 2016, with an annual interest rate of 8.5% due from its joint ventures with Blackstone.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $3.1 billion and $3.2 billion at June 30, 2016 and 2015, respectively (see Item 3. Quantitative and Qualitative Disclosures About Market Risk). Such mortgages are generally non-recourse to the Company and its partners; however, certain mortgages may have recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

CAPITALIZATION

At June 30, 2016, the Company’s capitalization consisted of $5.0 billion of debt, $350.0 million of preferred shares and $6.6 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $18.14, the closing price of the Company’s common shares on the New York Stock Exchange at June 30, 2016), resulting in a debt to total market capitalization ratio of 0.41 to 1.0, as compared to the ratio of 0.47 to 1.0 at June 30, 2015. The closing price of the common shares on the New York Stock Exchange was $15.46 at June 30, 2015. The Company’s total debt consisted of the following (in billions):

	June 30,
	2016		2015
Fixed-rate debt ^(A)	$	4.0	$	4.4
Variable-rate debt		1.0		0.8
	$	5.0	$	5.2

(A)	Includes $77.7 million and $79.3 million of variable-rate debt that had been effectively swapped to a fixed rate through the use of interest rate derivative contracts at June 30, 2016 and 2015, respectively.

It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet, to repay upcoming maturities and to consider making prudent opportunistic investments. Accordingly, the Comp any may seek to obtain funds through additional debt or equity financings and/or joint venture capital in a manner consistent with its intention to operate with a conservative debt capitalization policy and to reduce the Company’s cost of capital by mainta ining an investment grade rating with Moody’s, S&P and Fitch Ratings, Inc. The security rating is not a recommendation to buy, sell or hold securities, as it may be subject to revision or withdrawal at any time by the rating organization. Each rating sho uld be evaluated independently of any other rating. The Company may not be able to obtain financing on favorable terms, or at all, which may negatively affect future ratings.

The Company’s credit facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, certain of the Company’s credit facilities and indentures may permit the acceleration of maturity in the event certain other debt of the Company has been accelerated. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

At June 30, 2016, the Company’s 2016 debt maturities consisted of $112.6 million of consolidated mortgage debt. The Company expects to fund these obligations from utilization of its Revolving Credit Facilities, proceeds from asset sales and/or cash flow from operations. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

In conjunction with the development and redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $25.8 million for its consolidated properties at June 30, 2016. These obligations, composed principally of construction contracts, are generally due in 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, new or existing construction loans, asset sales or Revolving Credit Facilities.

At June 30, 2016, the Company had letters of credit outstanding of $31.2 million. The Company has not recorded any obligations associated with these letters of credit, the majority of which are collateral for existing indebtedness and other obligations of the Company.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At June 30, 2016, the Company had purchase order obligations, typically payable within one year, aggregating approximately $11.1 million related to the maintenance of its properties and general and administrative expenses.

INFLATION

Most of the Company’s long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive additional rental income from escalation clauses that generally increase rental rates during the terms of the leases and/or percentage rentals based on tenants’ gross sales. Such escalations are determined by negotiation, increases in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, permitting the Company to seek increased rents at market rates upon renewal. Most of the Company’s leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.

ECONOMIC CONDITIONS

The Company continues to believe there is a favorable landlord dynamic in the supply-and-demand curve for quality locations within well-positioned shopping centers. Many retailers have aggressive store opening plans for the remainder of 2016 and 2017. Further, the Company continues to see strong demand from a broad range of retailers for its space, particularly in the off-price sector, which is a reflection of the general outlook of consumers who are demanding more value for their dollars. This is evidenced by the continued high volume of leasing activity, which was over four million square feet of space for new leases and renewals for the first six months of 2016, as well as 11 million square feet of space for new leases and renewals for the year ended December 31, 2015. The Company also benefits from its real estate asset class (shopping centers), which typically has a higher return on capital expenditures, as

well as a diversified tenant base, with only three tenants whose annualized rental revenue eq uals or ex ceeds 3% of annualized consolidated revenues and the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 3.5 %, Bed Bath & Beyond at 3.1 % and Walmart at 3.0 %). Other significant tenants include Target, Kohl’s, PetSmart, Di ck’s Sporting Goods, Ross Stores, Lowe’s and Publix, all of which have relatively strong credit ratings, remain well-capitalized and have outperformed other retail categories on a relative basis over time. In addition, several of the Company’ s big box tenants (Dick’s Sporting Goods, Walmart, TJX Companies, Target and Bed Bath & Beyond ) have been rapidly growing their omni-channel platform, creating positive sales growth. The Company believes these tenants will continue providing it with a sta ble revenue base for the foreseeable future, given the long-term nature of these leases. Moreover, the majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus toward value and convenience, versus high -priced discretionary luxury items, which the Company believes will enable many of its tenants to outperform even in a challenging economic environment.

The retail shopping sector continues to be affected by the competitive nature of the retail business and the competition for market share, as well as general economic conditions, where stronger retailers have out-positioned some of the weaker retailers. These shifts can force some market share away from weaker retailers, which could require them to downsize and close stores and/or declare bankruptcy. In many cases, the loss of a weaker tenant or downsizing of space creates a value-add opportunity to re-lease space at higher rents to a stronger retailer. Overall, the Company believes its portfolio remained stable at June 30, 2016, as evidenced by the consistency in the occupancy rate as further described below. However, there can be no assurance that the loss of a tenant or down-sizing of space will not adversely affect the Company (see Item 1A. Risk Factors in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2015).

The Company believes that the quality of its shopping center portfolio is strong, as evidenced by the high historical occupancy rates and consistent growth in the average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 92% to 96% since the Company’s initial public offering in 1993. The shopping center portfolio occupancy was 93.5% at June 30, 2016, 93.3% at December 31, 2015, and 92.8% at June 30, 2015. The total portfolio average annualized base rent per occupied square foot was $14.63 at June 30, 2016, as compared to $14.48 at December 31, 2015, and $14.09 at June 30, 2015. The increase primarily was due to the Company’s strategic portfolio realignment achieved through the recycling of capital from the sale of lower quality assets into the acquisition of Prime power centers with higher growth potential, as well as continued lease up and renewal of the existing portfolio at positive rental spreads. Moreover, the Company has been able to achieve these results without significant capital investment in tenant improvements or leasing commissions. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the second quarter of 2016 was only $4.45 per rentable square foot. The Company generally does not expend a significant amount of capital on lease renewals. The quality of the property revenue stream is high and consistent, as it is generally derived from retailers with good credit profiles under long-term leases, with very little reliance on overage rents generated by tenant sales performance. The Company is very conscious of and sensitive to the risks posed by the economy, but believes that the position of its portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through potentially challenging economic times.

The Company owns 14 assets on the island of Puerto Rico aggregating 4.8 million square feet of Company-owned GLA. These assets represent 7.6% of the Company’s annualized consolidated revenues for its portfolio at 100% and 5.9% of Company-owned GLA at June 30, 2016. There is concern about the status of the Puerto Rican economy, the ability of the government of Puerto Rico to meet its financial obligations and the impact of any government default on the economy of Puerto Rico. The Company, however, believes that its assets are well positioned to withstand continuing recessionary pressures and represent a source of stable, high quality cash flow because the tenants in these assets (many of which are U.S. retailers such as Walmart, TJX Companies, PetSmart and Bed Bath & Beyond) typically cater to the local consumer’s desire for value and convenience and often provide consumers with day-to-day necessities. However, there can be no assurance that the economic conditions in Puerto Rico will not deteriorate further, which could materially and negatively impact consumer spending and ultimately adversely affect the Company (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015). The Company is regularly monitoring developments in Puerto Rico and routinely re-evaluates its strategic objectives and options with respect to its assets in Puerto Rico.

NEW ACCOUNTING STANDARDS

New Accounting Standards are more fully described in Note 1, “Nature of Business and Financial Statement Presentation,” of the Company’s condensed consolidated financial statements included herein.

FORWARD-LOOKING STATEMENTS

Management’s discussion and analysis should be read in conjunction with the Company’s condensed consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s condensed consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respec t to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capita l expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “belie ves,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements in volve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could m aterially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward - looking statements, please refer to Item 1A. Risk Facto rs in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2015.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the Internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

The Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants;

The Company may not realize the intended benefits of acquisition or merger transactions. The acquired assets may not perform as well as the Company anticipated, or the Company may not successfully integrate the assets and realize improvements in occupancy and operating results. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities;

The Company may fail to identify, acquire, construct or develop additional properties that produce a desired yield on invested capital, or may fail to effectively integrate acquisitions of properties or portfolios of properties. In addition, the Company may be limited in its acquisition opportunities due to competition, the inability to obtain financing on reasonable terms or any financing at all and other factors;

The Company may fail to dispose of properties on favorable terms. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions;

The Company may abandon a development opportunity after expending resources if it determines that the development opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations;

The Company may not complete development or redevelop ment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue;

The Company’s financial condition may be affected by required debt service payments, the risk of default and restrictions on its ability to incur additional debt or to enter into certain transactions under its credit facilities and other documents governing its debt obligations. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt. Borrowings under the Company’s Revolving Credit Facilities are subject to certain representations and warranties and customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition;

Changes in interest rates could adversely affect the market price of the Company’s common shares, as well as its performance and cash flow;

Debt and/or equity financing necessary for the Company to continue to grow and operate its business may not be available or may not be available on favorable terms;

Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company and the market price of the Company’s common shares;

The Company is subject to complex regulations related to its status as a REIT and would be adversely affected if it failed to qualify as a REIT;

The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity method investments if a loss in the carrying value of the investment is other than temporary;

The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results;

The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

The Company may not realize anticipated returns from its real estate assets outside the contiguous United States (the Company owns significant assets in Puerto Rico), which may carry risks in addition to those the Company faces with its domestic properties and operations. To the extent the Company pursues opportunities that may subject the Company to different or greater risks than those associated with its domestic operations, including cultural and consumer differences and differences in applicable laws and political and economic environments, these risks could significantly increase and adversely affect its results of operations and financial condition;

The Company is subject to potential environmental liabilities;

The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties;

The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely aff ected by changes in government regulations, including changes in environmental, zo ning, tax and other regulations and

The Company’s board of directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions, the success of the Company’s capital recycling strategy, and the recent management transition.

I TEM 3 .

QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt, (adjusted to reflect the $77.7 million and $78.5 million of variable-rate debt, respectively, that LIBOR was swapped to at a fixed rate of 2.8%, at June 30, 2016 and December 31, 2015), is summarized as follows:

	June 30, 2016										December 31, 2015
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	3,998.8		4.9		4.9	%		81.0	%	$	4,254.5		5.1		5.2	%		82.8	%
Variable-Rate Debt	$	940.0		1.3		1.6	%		19.0	%	$	885.0		1.7		1.6	%		17.2	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value, adjusted to reflect the $42.0 million of variable-rate debt ($2.1 million at the Company’s proportionate share) that LIBOR was swapped to at a fixed rate of 1.9% at June 30, 2016 and December 31, 2015, is summarized as follows:

	June 30, 2016									December 31, 2015
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity Years		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity Years		Weighted- Average Interest Rate
Fixed-Rate Debt	$	2,067.1	$	336.7		2.0		5.4	%	$	2,185.7	$	356.5		2.4		5.3	%
Variable-Rate Debt	$	1,051.8	$	88.5		1.7		2.2	%	$	991.9	$	85.4		2.2		2.0	%

The Company intends to use retained cash flow, proceeds from asset sales and variable-rate indebtedness available under its Revolving Credit Facilities to repay indebtedness and fund capital expenditures of the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.

The interest rate risk on a portion of the Company’s and its unconsolidated joint ventures’ variable-rate debt described above has been mitigated through the use of interest rate swap agreements (the “Swaps”) with major financial institutions. At June 30, 2016 and December 31, 2015, the interest rate on the Company’s $77.7 million and $78.5 million consolidated floating rate debt, respectively, was swapped to a fixed rate. At June 30, 2016 and December 31, 2015, the interest rate on $42.0 million of unconsolidated joint venture floating rate debt (of which $2.1 million is the Company’s proportionate share) was swapped to a fixed rate. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the Swaps. The Company believes it mitigates its credit risk by entering into Swaps with major financial institutions.

The carrying value of the Company’s fixed-rate debt is adjusted to include the $77.7 million and $78.5 million of variable-rate debt that was swapped to a fixed rate at June 30, 2016 and December 31, 2015, respectively. The fair value of the Company’s fixed-rate debt is adjusted to (i) include the Swaps reflected in the carrying value and (ii) include the Company’s proportionate share of the joint venture fixed-rate debt. An estimate of the effect of a 100 basis-point increase at June 30, 2016 and December 31, 2015, is summarized as follows (in millions):

	June 30, 2016								December 31, 2015
	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	$	3,998.8	$	4,293.7	^(A)	$	4,121.8	^(B)	$	4,254.5	$	4,451.5	^(A)	$	4,271.3	^(B)
Company's proportionate share of joint venture fixed-rate debt	$	336.7	$	349.4		$	343.3		$	356.5	$	367.8		$	360.0

(A)	Includes the fair value of Swaps, which was a liability of $2.1 million and $2.5 million, at June 30, 2016 and December 31, 2015, respectively.

(B)	Includes the fair value of Swaps, which was a liability $1.2 million, at June 30, 2016 and December 31, 2015.

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above.

Further, a 100 basis-point increase in short-term market interest rates on variable-rate debt at June 30, 2016, would result in an increase in interest expense of approximately $4.7 million for the Company and $0.4 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the six months ended June 30, 2016. The estimated increase in interest expense for the year does not give effect to possible changes in the daily balance of the Company’s or joint ventures’ outstanding variable-rate debt.

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of June 30, 2016, the Company had no other material exposure to market risk.

ITEM 4.

CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Securities Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the three months ended June 30, 2016, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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.

ITEM 1A.

RISK FACTORS

None.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

	(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)
April 1–30, 2016		2,181	$	17.75		—		—
May 1–31, 2016		59		17.49		—		—
June 1–30, 2016		8,589		18.04		—		—
Total		10,829	$	17.98		—		—

(1)	Consists of common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting and/or exercise of awards under the Company’s equity-based compensation plans.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

E XHIBITS

10.1		Employment Agreement, dated as of May 20, 2016, by and between DDR Corp. and David J. Oakes

10.2		Form of Performance-Based Restricted Share Units/Performance Shares Agreement

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

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, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002 ¹

32.2		Certification of interim chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002 ¹

101.INS		XBRL Instance Document ²

101.SCH		XBRL Taxonomy Extension Schema Document ²

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document ²

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document ²

101.LAB		XBRL Taxonomy Extension Label Linkbase Document ²

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document ²

1	Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

2	Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 , (ii) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and 2015, (iv) Consolidated Statement of Equity for the Six Months Ended June 30, 2016, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNAT URES

Pursuant to the requirements 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.

EXHIBIT INDEX


Exhibit No. Under Reg. S-K Item 601	Form 10-Q Exhibit No.	Description	Filed Herewith or Incorporated Herein by Reference
10	10.1	Employment Agreement, dated as of May 20, 2016, by and between DDR Corp. and David J. Oakes	Filed herewith

10	10.2	Form of Performance-Based Restricted Share Units/Performance Shares Agreement	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

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, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002	Filed herewith

32	32.2	Certification of interim chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002	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

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”), dated as of May 20, 2016, is by and between DDR Corp., an Ohio corporation (“ DDR ” or the “ Company ”), and David J. Oakes (“ Executive ”).

The Board of Directors of DDR (the “ Board ”), on behalf of the Company, and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will continue to serve DDR (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 21 of this Agreement).

DDR and Executive agree, effective as of the date first set forth above (the “ Effective Date ”), as follows:

1. Employment, Term . DDR engages and employs Executive to render services in the administration and operation of its affairs as its President and Chief Executive Officer (the “ CEO ”), performing such duties and having such responsibilities and authority as are customarily incident to the principal executive officers of companies similar in size to, and in a similar business as, DDR, together with such other duties as, from time to time, may be specified by the Board, in a manner consistent with Executive’s status as President and CEO, all in accordance with the terms and conditions of this Agreement, for a term extending from January 1, 2016 through December 31, 2018. The period of time from January 1, 2016 until December 31, 2018 is sometimes referred to herein as the “Contract Period.”

2. Full-Time Services . Throughout the Contract Period while Executive is employed by DDR, Executive will devote all of Executive’s business time and efforts to the service of DDR, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial affairs, and (c) services as a director or trustee of other corporations or organizations, either for profit or not for profit, that are not in competition with DDR; provided , however , that in no event shall Executive devote less than 90% of Executive’s business time and efforts to the service of DDR.

3. Compensation . For all services to be rendered by Executive to DDR under this Agreement during the Contract Period while Executive is employed by DDR, including services as President and CEO and any other services specified by the Board, DDR will pay and provide to Executive the compensation and benefits specified in this Section 3 .

3.1 Base Salary . From and after January 1, 2016 and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “ Base Salary ”), in equal monthly or more frequent installments, at the rate of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year, subject to such increases as the Committee or the Board may approve.

3.2 Annual Bonus . If Executive achieves the factors and criteria for annual cash incentive compensation hereinafter described for any calendar year of the Company (beginning with 2016) during the Contract Period while Executive is employed by DDR, then the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “ Annual Bonus ”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto. The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be established from time to time for the calculation of the Annual Bonus by the Committee after consultation with Executive. For each of the Company’s calendar years in the Contract Period while Executive is employed by DDR, the Board or the

Committee will provide Executive with written notice of the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.

3.3 Specific Equity Awards . The awards described in this Section 3.3 will at all times be subject to the terms and conditions of the Company’s 2012 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “ Equity Plan ”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards. As applicable, any awards vesting in installments shall be rounded up to the next nearest share amount divisible by the number of installments.

(a) Annual Equity Grants . Beginning with the 2016 calendar year and for each calendar year during the Contract Period, subject to the approval of the Committee for each such award, Executive shall be eligible to receive pursuant to the Equity Plan:

(i) a grant of service-based restricted share units with a grant date value equal to no less than $320,000 (the “ Service-Based RSUs ”), which Service-Based RSUs will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on each of the first three anniversaries of the grant date, subject to terms and conditions approved by the Committee;

(ii) a grant of service-based stock options with a grant date value equal to no less than $80,000 (the “ Service-Based Options ”), which Service-Based Options will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on December 31 of the calendar year in which the grant occurs and 1/3 of each grant vesting on each of the first two anniversaries of such date, subject to terms and conditions approved by the Committee; and

(iii) a grant of performance shares, performance units or performance-based restricted stock units with a grant date “target” value equal to no less than $500,000 (the “ Three-Year Performance Units ”), the payout of which Three-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a three-year performance period beginning on January 1 of the calendar year in which the grant occurs, and will be payable, if earned, after the expiration of such performance period.

(b) One-Time Signing Grants . In connection with Executive’s execution of the Agreement, as soon as practicable after the Effective Date, Executive shall be entitled to receive, subject to and contingent upon the approval of the Committee for each such award:

(i) a grant of performanc e shares with a grant date “target” value equal to no less than $ 250,000 (the “ One-Year Performance Units ”), the payout of which One-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a performance period beginning on January 1, 2016 and ending on December 31, 2016, and will be payable, if earned, after the expiration of such performance period; and

(ii) a grant of performance shares, performance units or performance-based restricted stock units with a grant date “target” value equal to no less than $375,000 (the “ Two-Year Performance Units ” and, together with the Three-Year Performance Units and the One-Year Performance Units, the “ Performance Units ”), the payout of which Two-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a performance period beginning on January 1, 2016 and ending on December 31, 2017, and will be payable, if earned, after the expiration of such performance period.

3.4 Other Equity Awards . During the Contract Period while Executive is employed by DDR, Executive shall be entitled to participate in any other equity or other employee benefit plan or program that is generally available to senior executive officers, as distinguished from general management, of DDR, including, without limitation, any long-term incentive compensation plan or similar program. Executive’s participation in and benefits under any such plan or program shall be on the terms and subject to such conditions as are specified in the governing documents of the particular plan or program.

3.5 Taxes . Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.

4. Benefits .

4.1 Retirement and Other Benefit Plans Generally . Throughout the Contract Period while Executive is employed by DDR, Executive will be entitled to participate in all retirement and other benefit plans maintained by DDR that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the DDR 401(k) plan for its employees and any DDR deferred compensation program.

4.2 Insurance, Generally . Throughout the Contract Period while Executive is employed by DDR, DDR will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g. life, disability, etc.) and any other benefits maintained by DDR from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans.

4.3 Paid Time Off . Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by DDR as may be provided from time to time under any DDR paid time off policy for senior executive officers.

4.4 Club Membership . Throughout the Contract Period while Executive is employed by DDR, DDR will name Executive as a corporate designee under DDR’s country club membership, will bear the cost of regular membership fees, assessments, and dues incurred at that club by Executive, and will reimburse Executive for the amount of any charges actually and reasonably incurred at that club in the conduct of DDR’s business.

5. Expense Reimbursement . DDR will reimburse Executive during the Contract Period while Executive is employed by DDR for travel, entertainment, and other expenses reasonably and necessarily incurred by Executive in connection with DDR’s business. Executive will provide such documentation with respect to expenses to be reimbursed as DDR may reasonably request.

6. Termination .

6.1 Death or Disability . Executive’s employment under this Agreement will terminate immediately upon Executive’s death. DDR may terminate Executive’s employment under this Agreement immediately upon giving notice of termination if Executive is Totally Disabled (as that term is defined in Section 9.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days.

6.2 For Cause by DDR.

(a) During the Contract Period while Executive is employed by DDR, DDR may terminate Executive’s employment under this Agreement for “Cause” at any time upon the occurrence of any of the following circumstances:

(i) (A) Executive commits a fraud or a felony or an act that is not or a series of acts that are not taken in good faith and (B) the commission of such fraud, felony or act or series of acts results in material injury to the business reputation of DDR.

(ii) Executive commits an act or series of repeated acts of dishonesty that are materially inimical to the best interests of DDR.

(iii) Other than as a result of disability, Executive consistently fails to perform Executive’s duties and responsibilities as specified in Sections 1 and 2 above and the failure continues for 15 days after DDR has advised Executive in writing of that failure.

(iv) Executive has materially breached any provision of this Agreement (other than Section 1 or 2 above, as to any breach of which Section 6.2(a)(iii) would apply) and the breach has not been cured in all substantial respects within 30 days after DDR has advised Executive in writing of the nature of the breach.

(b) The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this Section 6.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board (other than Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the

Board, Executive is guilty of the conduct described in Sections 6.2(a)(i) , (ii) , (iii) or (iv) above, and specifying the particulars thereof in detail.

6.3 For Good Reason by Executive . During the Contract Period while Executive is employed by DDR, Executive may terminate Executive’s employment under this Agreement for “Good Reason” if any of the following circumstances occur:

(a) DDR materially changes Executive’s duties and responsibilities from those set forth in Section 1 above and the change has not been rescinded to Executive’s satisfaction within 15 days after Executive has advised DDR in writing of dissatisfaction with the change.

(b) DDR changes Executive’s place of employment or its principal executive offices to a location that is more than 50 miles from the geographical center of Cleveland, Ohio.

(c) DDR materially reduces Executive’s remuneration from that set forth in Section 3 above and the reduction has not been rescinded to Executive’s satisfaction within 15 days after Executive has advised DDR in writing of dissatisfaction with the reduction.

(d) DDR materially breaches any of its obligations under this Agreement (other than its obligations under Section 1 above, as to any breach of which Section 6.3(a) would apply) and the breach is not cured in all material respects within 30 days after Executive has advised DDR in writing of the breach.

6.4 Without Cause by DDR . During the Contract Period while Executive is employed by DDR, DDR may terminate Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the members of the Board (other than Executive). Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by DDR as may be specified in that written notice.

6.5 Without Good Reason by Executive . During the Contract Period while Executive is employed by DDR, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to DDR not less than 90 days in advance of such termination. Any termination under this Section 6.5 will be effective at such time during the Contract Period while Executive is employed by DDR as Executive may specify in that written notice.

7. Payments upon Termination .

7.1 Upon Termination For Cause or Without Good Reason . If Executive’s employment under this Agreement is terminated by DDR for Cause or by Executive without Good Reason during the Contract Period, DDR will pay and provide to Executive the Executive’s Base Salary through the Termination Date to the extent not already paid and continuing health, dental and vision insurance and other insurance (e.g. life, disability, etc.) at the levels specified in Section 4.2 through the Termination Date, and, except as may otherwise be required by law, DDR will not pay or provide to Executive any further compensation or other benefits under this Agreement. DDR will pay any Base Salary referred to in this Section 7.1 to Executive within 30 days of the Termination Date.

7.2 Upon Termination Without Cause or For Good Reason . If Executive’s employment under this Agreement is terminated by DDR without Cause or by Executive for Good Reason during the Contract Period and Section 7.5 does not apply, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.2 , except that DDR will not be obligated to pay the lump sum amount specified in Section 7.2(d) unless either (x) DDR is deemed to have waived the obligation to provide a Release as provided in Section 8.2 or (y) Executive has timely executed a Release as contemplated by Section 8.3 . The amounts and benefits specified in this Section 7.2 are as follows:

(a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date.

(b) A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.

(c) A lump sum amount equal to Executive’s Annual Bonus for the calendar year in which the Termination Date occurs at the “target” level, pro-rated based on the number of days that elapse between January 1 of such year and the Termination Date. Subject to Section 13.1 , DDR will pay this amount to Executive within 30 days of the Termination Date.

(d) A lump sum amount equal to 1.6 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level.

Except as otherwise provided in Section 13.2 , DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

(e) A lump sum in cash in an amount equal to the product of (i) 12 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. DDR will pay this amount to Executive during the Seventh Month after the Termination Date.

(f) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided , that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

7.3 Upon Termination by Reason of Death . If Executive’s employment under this Agreement is terminated by reason of Executive’s death during the Contract Period, DDR will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.3 , except that DDR will not be obligated to pay the lump sum amount specified in Section 7.3(d) unless either (x) DDR is deemed to have waived the obligation to provide a Release as provided in Section 8.2 or (y) Executive’s personal representative has timely executed a Release as contemplated by Section 8.3 . The amounts and benefits specified in this Section 7.3 are as follows :

(a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive’s personal representative within 30 days of the Termination Date.

(b) A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive’s personal representative on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.

(d) A lump sum equal to the amount described in, and calculated pursuant to, Section 7.2(d) . DDR will pay this amount to Executive’s personal representative as soon as practicable following Executive’s death.

(e) A lump sum in cash to Executive’s personal representative as soon as practicable following Executive’s death in an amount equal to the product of (i) 12 multiplied by (ii) the sum of (A) the monthly premium for DDR provided health, dental and vision insurance benefits at the levels specified in Section 4.2 in effect for Executive as of Executive’s death, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g. life, disability, etc.) in effect for Executive as of Executive’s death.

7.4 Upon Termination by Reason of Disability . If Executive’s employment under this Agreement is terminated by DDR pursuant to Section 6.1 during the Contract Period following Executive’s disability, DDR will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4 . The amounts and benefits specified in this Section 7.4 are as follows:

(d) A lump sum equal to the amount described in, and calculated pursuant to, Section 7.2(d) . Except as otherwise provided in Section 13.2 , DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

(e) A lump sum in cash in an amount equal to the product of (i) 12 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision insurance benefits but only if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. DDR will pay this amount to Executive during the Seventh Month after the Termination Date.

7.5 Upon Termination In Connection With a Change in Control . Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5 , and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2 , and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5 . The amounts and benefits specified in this Section 7.5 are as follows:

(d) A lump sum amount equal to 3 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive for the year in which the Termination Date occurs at the “Target” level. Except as otherwise provided in Section 13.2 , DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

(e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. DDR will pay this amount to Executive during the Seventh Month after the Termination Date.

8. Release . This Section 8 will apply only upon termination of Executive’s employment during the Contract Period (a) by reason of Executive’s death, (b) by DDR without Cause or (c) by Executive for Good Reason.

8.1 Presentation of Release by DDR . If this Section 8 applies, DDR may present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’s personal representative), not later than 21 days after the Termination Date, a form of release (a “Release”) of all current and future claims, known or unknown, arising on or before the date on which the Release is to be executed, that Executive or Executive’s assigns have or may have against DDR or any Subsidiary, and the directors, officers, and affiliates of any of them, in such form as may reasonably be presented by DDR together with a covering message in which DDR advises Executive (or Executive’s personal representative) that the Release is being presented in accordance with this Section 8.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by Section 8.3 would relieve DDR of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of either of Sections 7.2 or 7.3 , as the case may be.

8.2 Effect of Failure by DDR to Present Release . If DDR fails to present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1 , DDR will be deemed to have waived the requirement that Executive (or Executive’s personal representative) execute a Release as a condition to receiving payments under any portion of either of Sections 7.2 or 7.3 , as the case may be.

8.3 Execution of Release by Executive or Executive’s Personal Representative . If DDR does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1 , Executive (or Executive’s personal representative) will have until 50 days after the Termination Date (i.e., at least 29 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to DDR and thereby satisfy the condition to receiving payments under any portion of

either of Sections 7.2 or 7.3 , as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

8.4 Effect of Failure to Execute Release or of Revocation of Release . If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to DDR within 50 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be deemed to have waived the right to receive all payments under Sections 7.2 or 7.3 , as the case may be, that were conditioned on the Release.

9. Disability Definitions; Physical Examination .

9.1 Definitions . For all purposes of this Agreement:

(a) Executive’s “Own Occupation” means the regular occupation in which Executive is engaged under this Agreement at the time Executive becomes disabled.

(b) “Total Disability” means that, because of sickness or injury, Executive is not able to perform the material and substantial duties of Executive’s Own Occupation.

(c) “Totally Disabled” means that Executive suffers from Total Disability (and Executive will be deemed to continue to be Totally Disabled so long as Executive is not able to work in Executive’s Own Occupation even if he works in some other capacity).

9.2 Physical Examination . If either DDR or Executive, at any time or from time to time after receipt of notice of Executive’s Total Disability from the other, desires to contend that Executive is not Totally Disabled, Executive will promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Cleveland, Ohio area and, unless that physician issues his or her written statement to the effect that, in his or her opinion, based on his or her diagnosis, Executive is capable of resuming Executive’s Own Occupation and devoting Executive’s full time and energy to discharging the duties of Executive’s Own Occupation, Executive will be deemed to be and to continue to be Totally Disabled for all purposes of this Agreement.

10. No Set‑Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans . DDR’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set‑off, counterclaim, recoupment, defense, or other claim whatsoever that DDR or any Subsidiary may have against Executive, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence will not apply if Executive’s employment is terminated by DDR for Cause. Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement will not be reduced by any compensation or benefits earned by Executive as the result of employment by another employer or otherwise after the Termination Date. Neither the provisions of this Agreement nor the making of any payment provided for under this Agreement, nor the termination of DDR’s obligations under this Agreement, will reduce any amounts otherwise payable, or in any way diminish Executive’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of DDR or any Subsidiary, all of which will be governed by their respective terms.

11. Payments Are in Lieu of Severance Payments . If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in lieu of any and all other claims or rights that Executive may have against DDR for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment.

12. Covenants and Confidential Information . Executive acknowledges DDR’s reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by DDR and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of DDR.

12.1 Noncompetition . During the Contract Period while Executive is employed by DDR, and for a period of one year thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with, any of the four largest real estate investment trusts (excluding DDR) that focus primarily on neighborhood and community shopping centers, based on market capitalization as of the Termination Date; provided , however , that the ownership by Executive of not more than one percent of any class of publicly traded securities of any entity will not be deemed a violation of this Section 12.1 .

12.2 Confidentiality . Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, DDR, any confidential information relating to DDR’s operations, properties, or otherwise to its particular business or other trade secrets of DDR, it being acknowledged by Executive that all such information regarding the business of DDR compiled or obtained by, or furnished to, Executive during Executive’s employment by or association with DDR is confidential information and DDR’s exclusive property. The restrictions in this Section 12.2 will not apply to any information to the extent that it (a) is clearly obtainable in the public domain, (b) becomes obtainable in the public domain, except by reason of the breach by Executive of Executive’s obligations under this Section 12.2 , (c) was not acquired by Executive in connection with Executive’s employment or affiliation with DDR, (d) was not acquired by Executive from DDR or its representatives, or (e) is required to be disclosed by rule of law or by order of a court or governmental body or agency.

12.3 Nonsolicitation . During the Contract Period while Executive is employed by DDR, and for a period of one year thereafter, Executive will not directly or indirectly solicit or induce or attempt to solicit or induce any employee of DDR and/or of any Subsidiary or affiliate to terminate his or her employment with DDR and/or any Subsidiary.

12.4 Remedies . Executive acknowledges that the remedy at law for any breach by Executive of this Section 12 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 12 , DDR will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 12 will be deemed to limit DDR’s remedies at law or in equity for any breach by Executive of any of the provisions of this Section 12 that may be pursued or availed of by DDR.

12.5 Acknowledgement . Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon DDR under this Section 12 , and hereby acknowledges and agrees that the same are reasonable in time and territory, are

designed to eliminate competition that otherwise would be unfair to DDR, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of DDR ,and do not confer a benefit upon DDR disproportionate to the detriment to Executive.

13. Compliance with Section 409A .

13.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements . If Executive is a “specified employee ” for purposes of Section 409A, as determined under DDR’s policy for determining specified employees on the Termination Date, each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A , that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “Scheduled Time”) that is on or before the date (the “Six Month Date”) that is exactly six months after the Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) through the Six Month Date and paid or provided during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “Seventh Month after the Termination Date”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.

13.2 Earlier Payment if Not a Specified Employee . If Executive is not a “specified employee” for purposes of Section 409A, as determined under DDR’s policy for determining specified employees on the Termination Date, any lump sum payment to be made by DDR to Executive pursuant to any one or more of Sections 7.2(d) , 7.4(d) and 7.5(d) will be made by DDR to Executive during the 30-day period that begins exactly 60 days after the Termination Date rather than during the Seventh Month after the Termination Date.

13.3 Additional Limitations on Reimbursements and In-Kind Benefits . The reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they will be subject to the following additional rules: (i) any reimbursement of eligible expenses will be paid within 30 days following Executive’s written request for reimbursement; provided , however , that Executive provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that DDR can make the reimbursement within the time periods required by Section 409A; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

13.4 Compliance Generally . Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. DDR and Executive intend that the payments and benefits provided under this Agreement will either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement is to be construed, administered, and governed in a manner that effects that intent and DDR will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive.

13.5 Termination of Employment to Constitute a Separation from Service . The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with DDR within the meaning of Section 409A. Executive and DDR will take all steps necessary (including taking into account this Section 13.5 when considering any further agreement regarding provision of services by Executive to DDR after the Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Termination Date is the date on which Executive experiences a “separation from service” within the meaning of Section 409A.

14. Indemnification . DDR will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of DDR and/or of any Subsidiary, or is or was serving at the request of DDR and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 14 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR and/or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators. In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement dated April 12, 2011, between Executive and DDR (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms. In the event of any conflict or inconsistency between the provisions of this Section 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.

15. Certain Expenses . This Section 15 will apply only to expenses that (a) are otherwise described in one or more of its subsections and (b) are incurred at any time from January 1, 2016 through the fifth anniversary of Executive’s death.

15.1 Reimbursement of Certain Expenses . DDR will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in (a) prosecuting any action to compel DDR to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay DDR for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.

15.2 Advancement of Certain Expenses . Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of DDR and/or of any Subsidiary will be paid by DDR, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with DDR and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to DDR or a Subsidiary or with reckless disregard for the best interests of DDR or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of DDR to advance expenses provided for in this Section 15.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

16. Survival of Obligations . Except as is otherwise expressly provided in this Agreement, the respective obligations of DDR and Executive under this Agreement will survive any termination of Executive’s employment under this Agreement.

17. Notices . Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the chief legal officer of DDR in the case of notices to DDR and to Executive in the case of notices to Executive) or mailed by United States registered mail, return receipt requested, postage prepaid, and addressed, if to DDR, to its principal place of business, attention: Chief Legal Officer, and, if to Executive, to Executive’s home address last shown on the records of DDR, or to such other address or addresses as either party may furnish to the other in accordance with this Section 17 .

18. Entire Agreement; Certain Prior Arrangements . Except as otherwise set forth below in this Section 18 , this Agreement supersedes in their entirety all prior employment and change in control agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement, including, without limitation: (a) the Amended and Restated Employment Agreement, dated as of December 29, 2008, by and between DDR and Executive; (b) the Amended and Restated Change in Control Agreement, dated as of December 29, 2008, by and between DDR and Executive; and (c) the Employment Agreement, dated April 12, 2011, between DDR and Executive, as subsequently amended. As provided in Section 14 , Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

19. Mandatory Arbitration Before a Change in Control . Section 19.1 will apply if and only if either party notifies the other, in writing, that it is demanding resolution of a then-current controversy or claim by arbitration and the notice is provided by the notifying party to the other party before any Change in Control has occurred. Nothing in this Section 19 will limit the right of DDR to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants contained in Section 12 above.

19.1 Scope of Arbitration . If this Section 19.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration

Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio. The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction. Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable. The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

19.2 Other Disputes . If Section 19.1 does not apply to any claim or controversy between the parties, the parties may nevertheless, but need not, mutually agree to submit any controversy or claim to arbitration as though Section 19.1 did apply. Failing any such mutual agreement, either party may bring proceedings against the other with respect to any claim or controversy in any court of competent jurisdiction that satisfies the venue requirements set forth in Section 20.8 . Nothing in this Section 19.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 19.1 does not apply before bringing any court proceedings with respect to that claim or controversy.

20. Miscellaneous .

20.1 No Conflict . Executive represents and warrants that Executive is not a party to any agreement, contract, or understanding, whether employment or otherwise, that would restrict or prohibit Executive from undertaking or performing employment in accordance with the terms and conditions of this Agreement.

20.2 Assistance . During the term of this Agreement and thereafter, Executive will provide reasonable assistance to DDR in litigation and regulatory matters that relate to events that occurred during Executive’s period of employment with DDR and its predecessors, and will provide reasonable assistance to DDR with matters relating to its corporate history from the period of Executive’s employment with it or its predecessors. Executive will be entitled to reimbursement of reasonable out-of-pocket travel or related costs and expenses relating to any such cooperation or assistance that occurs following the Termination Date.

20.3 Severability . The provisions of this Agreement are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable.

20.4 Benefit of Agreement . The rights and obligations of DDR under this Agreement will inure to the benefit of, and will be binding on, DDR and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement will inure to the benefit of, and will be binding upon, Executive and Executive’s heirs, personal representatives, and assigns.

20.5 No Waiver . The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreement. The rights granted the parties in this Agreement are cumulative and the waiver of any single remedy will not constitute a waiver of that party’s right to assert all other legal remedies available to it under the circumstances.

20.6 Modification . This Agreement may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced. Notwithstanding anything in this Agreement to the contrary, however, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company's clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “ Compensation Recovery Policy ”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

20.7 Merger or Transfer of Assets of DDR . During the Contract Period while Executive is employed by DDR, DDR will not consolidate with or merge into any other corporation, or transfer all or substantially all of its assets to another corporation, unless such other corporation assumes this Agreement in a signed writing and delivers a copy thereof to Executive, which signed writing may consist of the merger or sale agreement, or similar document. Upon any such assumption, the successor corporation will become obligated to perform the obligations of DDR under this Agreement, and the terms “DDR” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.

20.8 Governing Law and Venue . The provisions of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 19 , the parties consent to venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing and enforcing this Agreement.

20.9 Termination of Status as Director or Officer . Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by DDR and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with DDR and its Subsidiaries, and their affiliates (including joint ventures), as of the Termination Date.

21. Definitions .

21.1 Reserved.

21.2 Reserved.

21.3 Cause . The term “Cause” has the meaning set forth in Section 6.2 .

21.4 Change in Control . The term “Change in Control” means the occurrence, during the Contract Period while Executive is employed by DDR, of any of the following:

(a) consummation of a consolidation or merger in which DDR is not the surviving corporation, the sale of substantially all of the assets of DDR, or the liquidation or dissolution of DDR;

(b) any person or other entity (other than DDR or a Subsidiary or any DDR employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of DDR representing 30% or more of the voting power of DDR’s outstanding securities without the prior consent of the Board; or

(c) during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided , that any person becoming a director of DDR during such two-year period whose election, or nomination for election by DDR’s shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board (either by a specific vote or by approval of DDR’s proxy statement in which such person is named as a nominee of DDR for director), but excluding for this purpose any person whose initial assumption of office as a director of DDR occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of DDR or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 21.4(c) , considered as though such person was a member of the Board at the beginning of such period.

21.5 Committee . The term “Committee” means the Executive Compensation Committee of the Board or any other committee or subcommittee authorized by the Board to discharge the Board’s responsibilities relating to the compensation of DDR’s executives and directors.

21.6 Reserved.

21.7 Reserved.

21.8 Good Reason . The term “Good Reason” has the meaning set forth in Section 6.3 .

21.9 Internal Revenue Code . The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

21.10 Reserved.

21.11 Section . References in this Agreement to one or more “Sections” are to sections of this Agreement, except for references to Section 409A, which are references to that section of the Internal Revenue Code.

21.12 Section 409A . The term “Section 409A” means Section 409A of the Internal Revenue Code. References in this Agreement to Section 409A are intended to include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

21.13 Shares . The term “Shares” means the Common Shares, par value $0.10 per share, of DDR.

21.14 Subsidiary . The term “Subsidiary” means any corporation, partnership, or other entity a majority of the voting control of which is directly or indirectly owned or controlled by DDR.

21.15 Termination Date . The term “Termination Date” means the date on which Executive’s employment with DDR and its Subsidiaries terminates.

21.16 Triggering Event . A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by DDR:

(a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 6.1 following Executive’s disability, or a termination based on death;

(b) Within two years after the date on which a Change in Control occurs, DDR reduces Executive’s title, responsibilities, power, or authority in comparison with Executive’s title, responsibilities, power or authority at the time of the Change in Control and Executive thereafter terminates Executive’s employment with DDR within such two-year period;

(c) Within two years after the date on which a Change in Control occurs, DDR assigns Executive duties which are inconsistent with the duties assigned to Executive on the date on which the Change in Control occurred and which duties DDR persists in assigning to Executive despite the prior written objection of Executive and Executive thereafter terminates Executive’s employment with DDR within such two-year period;

(d) Within two years after the date on which a Change in Control occurs, DDR (i) reduces Executive’s base compensation, Executive’s incentive opportunity bonus percentages of salary, Executive’s health and dental insurance coverage and benefits (including any such benefits provided to Executive’s eligible dependents), Executive’s pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR’s equity-based award plans, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Executive any bonus compensation to which Executive is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive from any plan, program, or arrangement in which the other executive officers of DDR are included, and Executive thereafter terminates Executive’s employment with DDR within such two-year period; or

(e) Within two years after the date on which a Change in Control occurs, DDR requires Executive to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive thereafter terminates Executive’s employment with DDR within such two-year period.

21.17 Reserved.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, DDR and Executive have executed this Agreement, DDR by its duly authorized officer, as of the date first written above.


	DDR CORP.


	By: /s/ David E. Weiss Name: David E. Weiss Title: Executive Vice President, General Counsel and Secretary


	/s/ David J. Oakes DAVID J. OAKES

EXHIBIT A

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY


Threshold	Target	Maximum
50%	100%	200%

PERFORMANCE UNITS AWARD OPPORTUNITIES

AS A PERCENTAGE OF “TARGET”


Threshold	Target	Maximum
50%	100%	200%

Exhibit 10.2

DDR CORP.

[PERFORMANCE-BASED RESTRICTED SHARE UNITS][PERFORMANCE SHARES] AWARD MEMORANDUM


1.	Holder:	__________ (the “Holder”)
2.	Plan:	__________ (the “Plan”)
3.	Date of Grant:	__________ (the “Date of Grant”)
4.	Number of [Performance- Based Restricted Share Units][Performance Shares]:	__________
5.	Purchase Price:	$__________
6.	Performance Period	__________ through __________ (the “Performance Period”)

Additional provisions regarding the earning and payment of the [performance-based Restricted Share Units][Performance Shares] subject hereto (the “ [PRSUs][PS] ”), and other terms and conditions of the [PRSUs][PS] , are specified in the attached [Performance-Based Restricted Share Units][Performance Shares] Terms (the “Agreement”). Capitalized terms not defined in this [Performance-Based Restricted Share Units][Performance Shares] Award Memorandum (the “Award Memorandum”) shall have the meaning as defined in the Agreement, or if not defined therein, in the Plan.

ACCEPTANCE OF AWARD

I accept the [PRSUs][PS] granted to me on the Date of Grant as specified in this Award Memorandum, and I agree to be bound by the terms and conditions of the Award Memorandum, the Agreement and the Plan.

DDR CORP., an Ohio corporation HOLDER

By: _________________________ __________________________

Name: Name:

Title:

[ PERFORMANCE-BASED RESTRICTED SHARE UNITS ][PERFORMANCE SHARES] TERMS

DDR Corp., an Ohio corporation (the “Company”), has granted to the Holder named in the Award Memorandum the number of [PRSUs][PS] set forth in the Award Memorandum effective as of Date of Grant specified in the Award Memorandum. Subject to the degree of attainment of the Management Objectives described in Section 3 of these terms and conditions (the “Agreement”), as approved by the Committee and distributed to the Holder (the “Statement of Management Objectives”), the Holder may earn a percentage of the [PRSUs][PS] as described in the Statement of Management Objectives. Each [PRSU][PS] shall then represent the right of the Holder to receive one Common Share subject to and upon the terms and conditions of this Agreement. The [PRSUs][PS] have been granted pursuant to the Plan and are subject to all provisions of the Plan and the Award Memorandum, which are hereby incorporated herein by reference, and to the following provisions of this Agreement (capitalized terms not defined in this Agreement shall have the meaning as defined in the Award Memorandum, or if not defined therein, in the Plan):

Payment of [PRSUs][PS] . The [PRSUs][PS] will become payable in accordance with the provisions of Section 6 of this Agreement if the [Restriction Period lapses and the ] Holder’s right to receive payment for the [PRSUs][PS] becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement.

[PRSUs][PS] Not Transferrable . Subject to Section 16 of the Plan, neither the [PRSUs][PS] evidenced hereby nor any interest therein or in the Common Shares underlying such [PRSUs][PS] shall be transferable prior to payment to the Holder pursuant to Section 6 hereof other than by will or pursuant to the laws of descent and distribution, or pursuant to a qualified domestic relations order (as defined in the Code or the Employee Retirement Income Security Act of 1974, as amended).

Vesting of [PRSUs][PS] .

(a)

Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the [PRSUs][PS] will Vest on the basis of the relative achievement of the Management Objectives described in the Statement of Management Objectives approved by the Committee for the [PRSUs][PS] for the Performance Period specified in the Award Memorandum.

(b)

Subject to Section 3(a) and Section 4, the [PRSUs][PS] earned with respect to the Performance Period will Vest if the Holder is in the continuous employ of the Company or a Subsidiary from the Date of Grant through the last day of the Performance Period. For purposes of this Agreement, the continuous employment of the Holder with the Company or a Subsidiary will not be deemed to have been interrupted, and the Holder shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of the Holder’s employment among the Company and its Subsidiaries.

Alternative Vesting of [PRSUs][PS] . Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, the Holder shall Vest in some or all of the [PRSUs][PS] under the following circumstances (to the extent the [PRSUs][PS] have not been forfeited or previously Vested):

(a)

Death or Disability : If the Holder dies or becomes Disabled, then (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the [PRSUs][PS] will be earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a), except that the Performance Period will be deemed to have ended on the date of such death or Disability; and (ii) the Holder will Vest in a number of [PRSUs][PS] equal to the product of (x) the number of [PRSUs][PS] earned in accordance with Section 4(a)(i) multiplied by (y) a fraction (in no case greater than 1) the numerator of which is the number of calendar days from the first day of the Performance Period through the date of such death or Disability and the denominator of which is the total number of calendar days in the original Performance Period. [PRSUs][PS] that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement. The Holder will be considered “Disabled” (or similar terms) if the Holder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and otherwise satisfies the requirements to be disabled under Section 409A of the Code.

(b)

Termination Without Cause or Termination for Good Reason Following a Change in Control : If the Holder’s employment with the Company or any Subsidiary terminates by reason of a termination by the Company or a Subsidiary without Cause or a termination by the Holder for Good Reason within two years following a Change in Control, then (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the [PRSUs][PS] will be earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a), except that the Performance Period will be deemed to have ended on the date of such termination of employment; and (ii) the Holder will Vest in a number of [PRSUs][PS] equal to the product of (x) the number of [PRSUs][PS] earned in accordance with Section 4(b)(i) multiplied by (y) a fraction (in no case greater than 1) the numerator of which is the number of calendar days from the first day of the Performance Period through the date of such termination of employment and the denominator of which is the total number of calendar days in the original Performance Period. [PRSUs][PS] that Vest in accordance with this Section 4(b) will be paid as provided for in Section 6 of this Agreement. For purposes of this Agreement, “Cause” is used as defined in the Holder’s employment, change in control or similar agreement with the Company or any Subsidiary (the “Individual Agreement”), if any, or if there is no Holder’s Individual Agreement or if it does not define Cause, the term “Cause” shall mean: (1) conviction of the Holder for committing a felony under federal law or in the law of the state in which such action occurred; (2) dishonesty in the course of fulfilling the Holder’s employment duties; (3) willful and deliberate failure on the part of the Holder to perform the Holder’s employment duties in any material respect; or (4) prior to a Change in Control, such other events as shall be determined by the Committee. For purposes of this Agreement, “Good Reason” is used as defined in the Holder’s Individual Agreement, if any, or if there is no Holder’s Individual Agreement or if it does not define Good Reason, the term “Good Reason” shall mean: (A) a material reduction in the nature or scope of the responsibilities, authorities or duties of the Holder attached to the Holder’s position held immediately prior to the Change in Control; (B) a change of more than 50 miles

in the location of the Holder’s principal office immediately prior to the Change in Control; or (C) a material reduction in the Holder’s remuneration upon or after the Change in Control; provided, that no later than 90 days following an event constituting Good Reason the Holder gives notice to the Company or its successor following the Change in Control of the occurrence of such event and such entity fails to cure the event within 30 days following the receipt of such notice. The Committee shall, unless otherwise provided in the Holder’s Individual Agreement, have the sole discretion to determine whether Cause or Good Reason exists for purposes of this Section 4, and its determination shall be final.

(c)

Termination Without Cause Other than Following a Change in Control : If the Holder’s employment with the Company or any Subsidiary terminates by reason of a termination of employment by the Company or a Subsidiary without Cause, other than in the circumstances described in Section 4(b), then (notwithstanding anything in the Statement of Management Objectives to the contrary): the Holder shall Vest in a number of [PRSUs][PS] equal to the product of (i) the number of [PRSUs][PS] in which the Holder would have Vested in accordance with the terms and conditions of Section 3 if the Holder had remained in the continuous employ of the Company or a Subsidiary from the first day of the Performance Period until the end of the Performance Period multiplied by (ii) a fraction (in no case greater than 1) the numerator of which is the number of calendar days from the first day of the Performance Period through the date of such termination of employment and the denominator of which is the total number of calendar days in the original Performance Period. [PRSUs][PS] that Vest in accordance with this Section 4(c) will be paid as provided for in Section 6 of this Agreement.

Forfeiture of [PRSUs][PS] . Any [PRSUs][PS] that have not Vested pursuant to Section 3 or Section 4 at the end of the Performance Period will be forfeited automatically and without further notice after the end of the Performance Period (or earlier if, and on such date that, the Holder ceases to be an employee of the Company or a Subsidiary prior to the end of the Performance Period for any reason other than as described in Section 4).

Form and Time of Payment of [PRSUs][PS] . Subject to Section 5, payment for Vested [PRSUs][PS] will be made in Common Shares no later than March 15 of the calendar year immediately following the calendar year in which the Performance Period ends.

Payment of Dividend Equivalents . With respect to each of the [PRSUs][PS] covered by this Agreement, the Holder shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares during the period beginning on the Date of Grant and ending either on the date on which the Holder receives payment for the [PRSUs][PS] pursuant to Section 6 hereof or at the time when the [PRSUs][PS] are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid in the form of Common Shares at the same time, to the same extent and in the same manner as the [PRSUs][PS] for which the dividend equivalents were credited, based on the Market Value per Share on the trading day immediately preceding the date of payment.

Compensation Recovery . Notwithstanding anything in this Agreement to the contrary, the Holder acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that applicable provisions of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

Restrictive Covenants . In the event the Holder breaches any of the restrictive covenants set forth in the Holder’s Individual Agreement (if any) while such restrictive covenants are in effect, the Holder will forfeit any right to the [PRSUs][PS] , to the extent the [PRSUs][PS] have not been paid pursuant to Section 6, as of the date of such breach.

10.

Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law.

11.

Adjustments . Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of [PRSUs][PS] or kind of shares of stock or other securities underlying the [PRSUs][PS] covered by this Agreement, or in the other terms and conditions of the [PRSUs][PS] , that the Committee determines to be equitably required to prevent any dilution or expansion of the Holder’s rights under this Agreement that otherwise would result from any event listed in Section 12 of the Plan. Furthermore, in the event that any transaction or event referred to in the immediately preceding sentence or a Change in Control shall occur, the Committee shall provide in substitution of any or all of the Holder’s rights under this Agreement such alternative consideration as the Committee determines in good faith to be equitable under the circumstances, to the extent applicable, in compliance with Section 409A of the Code.

12.

Withholding Taxes . The Holder hereby agrees to pay to the Company, in accordance with the terms of the Plan, any federal, state or local taxes of any kind required by law to be withheld and remitted by the Company with respect to the [PRSUs][PS] . The Holder may satisfy such tax obligation, in whole or in part, by (a) electing to have the Company withhold a portion of the Common Shares otherwise to be delivered upon vesting of the [PRSUs][PS] with a fair market value equal to the amount of such taxes, or (b) delivering to the Company other Common Shares with a fair market value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined. If the Holder does not make such payment to the Company, the Company shall have the right to withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state or local taxes of any kind required by law to be withheld with respect to the award or vesting of the [PRSUs][PS] so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.

13.

No Right to Future Awards or Continued Employment . The grant of the [PRSUs][PS] under this Agreement to the Holder is a voluntary, discretionary award being made on a

one-time basis and it does not constitute a commitment to make any future awards. The grant of the [PRSUs][PS] and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Holder at any time, subject to the terms of any Individual Agreement.

14.

Relation to Other Benefits . Any economic or other benefit to the Holder under this Agreement or the Plan will not be taken into account in determining any benefits to which the Holder may be entitled under any profit‑sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

15.

Amendments . Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement; provided , however , that no amendment will adversely affect the rights of the Holder with respect to the Common Shares or other securities covered by this Agreement without the Holder’s consent. Notwithstanding the foregoing, the limitation requiring the consent of the Holder to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act.

16.

Subject to Plan . This Agreement is made and the [PRSUs][PS] evidenced hereby are granted under and pursuant to, and they are expressly made subject to all of the terms and conditions of, the Plan, notwithstanding anything herein to the contrary. The Holder hereby acknowledges receipt of a copy of the Plan and that the Holder has read and understands the terms and conditions of the Plan. In the event of a conflict between the terms of this Agreement, the Award Memorandum and the Plan, the terms of the Plan shall govern. In the event of a conflict between the terms of this Agreement and the Award Memorandum, the terms of this Agreement shall govern.

17.

Severability . In the event that one or more of the provisions of this Agreement or the Award Memorandum is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement or the Award Memorandum, as applicable, and the remaining provisions of this Agreement and the Award Memorandum will continue to be valid and fully enforceable.

18.

Governing Law . This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio.

19.

Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement, the Award Memorandum and the Plan comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement, the Award Memorandum and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance

promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

20.

Electronic Delivery . The Company may, in its sole discretion, deliver any documents related to the [PRSUs][PS] and the Holder’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Holder’s consent to participate in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

21.

Successors and Assigns . Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Holder, and the successors and assigns of the Company.

22.

Acknowledgements . By accepting the [PRSUs][PS] , the Holder hereby:

(a)

acknowledges that he/she has received a copy of the Plan and a copy of the Company’s most recent Annual Report and other communications routinely distributed to the Company’s shareholders;

(b)

accepts this Agreement and the [PRSUs][PS] granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement;

(c)

represents and warrants to the Company that he/she is acquiring the [PRSUs][PS] for his/her own account, for investment, and not with a view to or any present intention of selling or distributing the [PRSUs][PS] either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and

(d)

agrees that no transfer of the [PRSUs][PS] will be made unless the [PRSUs][PS] have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received the written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.

Statement of Management Objectives

This Statement of Management Objectives applies to the [PRSUs][PS] granted to the Holder on the Date of Grant and applies with respect to the [Performance-Based Restricted Share Units][Performance Shares] Terms (the “Agreement”) and the [Performance-Based Restricted Share Units][Performance Shares] Award Memorandum between the Company and the Holder (the “Award Memorandum”). Capitalized terms used in this Statement of Management Objectives that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement, the Award Memorandum or in the Plan, as applicable.

1.	Definitions . For purposes hereof:

(a)

“Peer Group” means __________. In terms of mandatory adjustments to the Peer Group during the Performance Period: (i) if any member of the Peer Group files for bankruptcy and/or liquidation, is operating under bankruptcy protection, or is delisted from its primary stock exchange because it fails to meet the exchange listing requirement, then such entity will remain in the Peer Group, but RTSR for the Performance Period will be calculated as if such entity achieved Total Shareholder Return placing it at the bottom (chronologically, if more than one such entity) of the Peer Group; (ii) if, by the last day of the Performance Period, any member of the Peer Group has been acquired and/or is no longer existing as a public company that is traded on its primary stock exchange (other than for the reasons as described in subsection (i) above), then such entity will not remain in the Peer Group and RTSR for the Performance Period will be calculated as if such entity had never been a member of the Peer Group; and (iii) except as otherwise described in subsection (i) and (ii) above, for purposes of this Statement of Management Objectives, for each of the members of the Peer Group, such entity shall be deemed to include any successor to all or substantially all of the primary business of such entity at end of the Performance Period.

(b)

“Relative Total Shareholder Return” or “RTSR” means the percentile rank of the Company’s Total Shareholder Return as compared to (but not included in) the Total Shareholder Returns of all members of the Peer Group, ranked in descending order, at the end of the Performance Period.

(c)

“Total Shareholder Return” means, with respect to each of the Common Shares and the common stock of each of the members of the Peer Group, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period. For purposes of calculating Total Shareholder Return for each of the Company and the members of the Peer Group, the beginning stock price will be based on __________ on the principal stock exchange on which the stock then traded and the ending stock price will be based on __________ on the principal stock exchange on which the stock then trades.

2.	RTSR Performance Matrix .

From 0% to ___% of the [PRSUs][PS] will be earned based on achievement of RTSR during the Performance Period as follows:



Performance Level	RTSR	[PRSUs][PS] Earned
Below Threshold	Below 25 ^th percentile	0%
Threshold	25 ^th percentile	___%
Target	50 ^th percentile	___%
Maximum	75 ^th percentile or above	___%

Number of [PRSUs][PS] Earned . Following the Performance Period, the Committee shall determine whether and to what extent RTSR goals have been satisfied for the Performance Period and shall determine the number of [PRSUs][PS] that shall become Vested hereunder and under the Agreement on the basis of the following:

(a)

Below Threshold . If, upon the conclusion of the Performance Period, RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrix, no [PRSUs][PS] shall become Vested.

(b)

Threshold . If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrix, ___% of the [PRSUs][PS] (rounded up to the nearest whole number of [PRSUs][PS] ) shall become Vested.

(c)

Between Threshold and Target . If, upon the conclusion of the Performance Period, RTSR for the Performance Period exceeds the threshold level, but is less than the target level, as set forth in the Performance Matrix, a percentage between ___% and ___% (determined on the basis of straight-line mathematical interpolation) of the [PRSUs][PS] (rounded up to the nearest whole number of [PRSUs][PS] ) shall become Vested.

(d)

Target . If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the target level, as set forth in the Performance Matrix, ___% of the [PRSUs][PS] shall become Vested.

(e)

Between Target and Maximum . If, upon the conclusion of the Performance Period, RTSR for the Performance Period exceeds the target level, but is less than the maximum level, as set forth in the Performance Matrix, a percentage between ___% and ___% (determined on the basis of straight-line mathematical interpolation) of the [PRSUs][PS] (rounded up to the nearest whole number of [PRSUs][PS] ) shall become Vested.

(f)

Equals or Exceeds Maximum . If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals or exceeds the maximum level, as set forth in the Performance Matrix, ___% of the [PRSUs][PS] (rounded up to the nearest whole number of [PRSUs][PS] ) shall become Vested.

Exhibit 31.1

CERTIFICATIONS

I, Thomas F. August, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of DDR Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2016
Date

	/s/ Thomas F. August
	Thomas F. August
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Christa A. Vesy, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of DDR Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2016
Date

	/s/ Christa A. Vesy
	Christa A. Vesy
	Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas F. August, President and Chief Executive Officer of DDR Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2016, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Thomas F. August

Thomas F. August

President and Chief Executive Officer

August 2, 2016

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christa A. Vesy, Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer of DDR Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

/s/ Christa A. Vesy

Christa A. Vesy

Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer

August 2, 2016