DDR CORP (Form: 10-Q, Received: 05/04/2017 12:04:22)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2017

☐	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 ☒ 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 ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 27, 2017, the registrant had 367,076,675 outstanding common shares, $0.10 par value per share.

DDR Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED MARCH 31, 2017

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements - Unaudited
	Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	2
	Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016	3
	Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2017 and 2016	4
	Consolidated Statement of Equity for the Three Months Ended March 31, 2017	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

SIGNATURES		38

DDR Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	March 31, 2017			December 31, 2016
Assets
Land	$	1,987,849		$	1,990,406
Buildings		6,338,139			6,412,532
Fixtures and tenant improvements		738,741			735,685
		9,064,729			9,138,623
Less: Accumulated depreciation		(2,004,413	)		(1,996,176	)
		7,060,316			7,142,447
Construction in progress and land		120,808			105,435
Total real estate assets, net		7,181,124			7,247,882
Investments in and advances to joint ventures, net		395,362			454,131
Cash and cash equivalents		19,715			30,430
Restricted cash		46,587			8,795
Accounts receivable, net		117,559			121,367
Notes receivable, net		49,895			49,503
Other assets, net		282,724			285,410
	$	8,092,966		$	8,197,518
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	2,914,186		$	2,913,217
Unsecured term loan		398,516			398,399
Revolving credit facilities		90,000			—
		3,402,702			3,311,616
Secured indebtedness:
Secured term loan		199,893			199,843
Mortgage indebtedness		918,331			982,509
		1,118,224			1,182,352
Total indebtedness		4,520,926			4,493,968
Accounts payable and other liabilities		369,391			382,293
Dividends payable		75,402			75,245
Total liabilities		4,965,719			4,951,506
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 March 31, 2017 and December 31, 2016		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 March 31, 2017 and December 31, 2016		150,000			150,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 366,671,261 and 366,298,335 shares issued at March 31, 2017 and December 31, 2016, respectively		36,667			36,630
Additional paid-in capital		5,497,660			5,487,212
Accumulated distributions in excess of net income		(2,761,977	)		(2,632,327	)
Deferred compensation obligation		10,083			15,149
Accumulated other comprehensive loss		(3,432	)		(4,192	)
Less: Common shares in treasury at cost: 705,276 and 947,893 shares at March 31, 2017 and December 31, 2016, respectively		(10,300	)		(14,957	)
Total DDR shareholders' equity		3,118,701			3,237,515
Non-controlling interests		8,546			8,497
Total equity		3,127,247			3,246,012
	$	8,092,966		$	8,197,518

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 March 31,
	2017			2016
Revenues from operations:
Minimum rents	$	167,229		$	177,367
Percentage and overage rents		1,699			1,936
Recoveries from tenants		57,476			61,599
Fee and other income		14,017			13,521
		240,421			254,423
Rental operation expenses:
Operating and maintenance		32,991			37,258
Real estate taxes		34,329			35,784
Impairment charges		21,973			—
General and administrative		31,072			17,876
Depreciation and amortization		90,884			96,902
		211,249			187,820
Other income (expense):
Interest income		8,392			9,050
Interest expense		(51,827	)		(57,897	)
Other income (expense), net		(4	)		1,773
		(43,439	)		(47,074	)
(Loss) income before earnings from equity method investments and other items		(14,267	)		19,529
Equity in net (loss) income of joint ventures		(1,665	)		14,421
Reserve of preferred equity interests		(76,000	)		—
(Loss) income before tax expense		(91,932	)		33,950
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(223	)		(458	)
(Loss) income from continuing operations		(92,155	)		33,492
Gain on disposition of real estate, net		38,127			12,381
Net (loss) income	$	(54,028	)	$	45,873
Income attributable to non-controlling interests, net		(213	)		(300	)
Net (loss) income attributable to DDR	$	(54,241	)	$	45,573
Preferred dividends		(5,594	)		(5,594	)
Net (loss) income attributable to common shareholders	$	(59,835	)	$	39,979

Per share data:
Basic	$	(0.16	)	$	0.11
Diluted	$	(0.16	)	$	0.11

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

DDR Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2017			2016
Net (loss) income	$	(54,028	)	$	45,873
Other comprehensive income:
Foreign currency translation		192			842
Change in fair value of interest-rate contracts		435			46
Change in cash flow hedges reclassed to earnings		178			172
Total other comprehensive income		805			1,060
Comprehensive (loss) income	$	(53,223	)	$	46,933
Comprehensive income attributable to non-controlling interests:
Allocation of net income		(213	)		(300	)
Foreign currency translation		(45	)		(262	)
Total comprehensive income attributable to non-controlling interests		(258	)		(562	)
Total comprehensive (loss) income attributable to DDR	$	(53,481	)	$	46,371

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, 2016	$	350,000	$	36,630	$	5,487,212	$	(2,632,327	)	$	15,149		$	(4,192	)	$	(14,957	)	$	8,497		$	3,246,012
Issuance of common shares related to stock plans		—		37		5,720		—			—			—			—			—			5,757
Stock-based compensation, net		—		—		4,728		—			(5,066	)		—			4,657			—			4,319
Distributions to non-controlling interests		—		—		—		—			—			—			—			(209	)		(209	)
Dividends declared-common shares		—		—		—		(69,815	)		—			—			—			—			(69,815	)
Dividends declared-preferred shares		—		—		—		(5,594	)		—			—			—			—			(5,594	)
Comprehensive (loss) income		—		—		—		(54,241	)		—			760			—			258			(53,223	)
Balance, March 31, 2017	$	350,000	$	36,667	$	5,497,660	$	(2,761,977	)	$	10,083		$	(3,432	)	$	(10,300	)	$	8,546		$	3,127,247

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

DDR Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2017			2016
Cash flow from operating activities:
Net (loss) income	$	(54,028	)	$	45,873
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities:
Depreciation and amortization		90,884			96,902
Stock-based compensation		5,243			1,633
Amortization and write-off of deferred finance charges and fair market value of debt adjustments		906			661
Equity in net loss (income) of joint ventures		1,665			(14,421	)
Reserve of preferred equity interests		76,000			—
Operating cash distributions from joint ventures		1,806			1,724
Gain on disposition of real estate		(38,127	)		(12,381	)
Impairment charges		21,973			—
Change in notes receivable accrued interest		(2,479	)		(3,437	)
Net change in accounts receivable		2,694			2,659
Net change in accounts payable and accrued expenses		(8,521	)		(24,877	)
Net change in other operating assets and liabilities		(6,109	)		(12,538	)
Total adjustments		145,935			35,925
Net cash flow provided by operating activities		91,907			81,798
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(86,028	)		(59,886	)
Real estate developed and improvements to operating real estate		(28,138	)		(46,946	)
Proceeds from disposition of real estate		113,170			186,736
Equity contributions to joint ventures		(21,506	)		—
Distributions from unconsolidated joint ventures		2,900			17,056
Repayment of notes receivable		167			126
Net cash flow (used for) provided by investing activities		(19,435	)		97,086
Cash flow from financing activities:
Proceeds from revolving credit facilities, net		90,000			140,000
Repayment of senior notes		—			(240,000	)
Repayment of term loans and mortgage debt		(63,302	)		(7,979	)
Payment of debt issuance costs		(132	)		—
Issuance (repurchase) of common shares in conjunction with equity award plans and dividend reinvestment plan		3,500			(232	)
Distributions to non-controlling interests and redeemable operating partnership units		(209	)		(321	)
Dividends paid		(75,253	)		(68,639	)
Net cash flow used for financing activities		(45,396	)		(177,171	)

Effect of foreign exchange rate changes on cash and cash equivalents		1			2
Net increase in cash, cash equivalents and restricted cash		27,076			1,713
Cash, cash equivalents and restricted cash, beginning of period		39,225			32,520
Cash, cash equivalents and restricted cash, end of period	$	66,302		$	34,235

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, financing and managing shopping centers. Unless otherwise provided, references herein to the Company or DDR include DDR Corp. and its wholly-owned subsidiaries and 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 (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the Company’s 2016 financial statements to conform to the 2017 presentation.

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 months ended March 31, 2017 and 2016, 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, 2016 .

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures 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 is included in consolidated net income (loss).

The Company has two unconsolidated joint ventures included in the Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure to losses associated with these VIEs is limited to its aggregate investment, which was $329.5 million and $405.4 million as of March 31, 2017 and December 31, 2016, respectively.

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

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

	Three Months
	Ended March 31,
	2017		2016
Accounts payable related to construction in progress	$	12.5	$	26.6
Dividends declared		75.4		75.0

Common Shares

Common share dividends declared were $0.19 per share for each of the three months ended March 31, 2017 and 2016.

Fee and Other Income

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

	Three Months
	Ended March 31,
	2017		2016
Management and other fee income	$	9.4	$	8.2
Ancillary and other property income		4.3		4.1
Lease termination fees		0.2		1.2
Other		0.1		—
Total fee and other income	$	14.0	$	13.5

New Accounting Standards Adopted

Business Combinations

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805) . ASU No. 2015-16 provides 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. In addition, in January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business . ASU No. 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business. ASU No. 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption is permitted for both standards. Application of the guidance is prospective.

The Company adopted the standards effective January 1, 2017, with respect to its asset acquisitions. Under these new standards, the Company’s purchase of a shopping center is expected to be classified as an acquisition of an asset and not classified as an acquisition of a business. Transaction costs from the acquisition of a business are expensed as incurred, in contrast to transaction costs from the acquisition of an asset, which are capitalized to real estate assets upon acquisition. As a result of these new standards, the majority of the transaction costs incurred related to the acquisition of shopping centers are capitalized to real estate assets (Note 3). This change did not have a material impact on the Company’s financial statements.

Statement of Cash Flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 provides guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. In addition, in November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230: Restricted Cash . ASU No. 2016-18 clarifies certain existing principles in Accounting Standards Codification (“ASC”) 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statements of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. These standards are effective for periods beginning after December 15, 2017, and shall be applied retrospectively where practicable. Early adoption is permitted.

The Company adopted the updated standards effective January 1, 2017. The adoption of these standards modified the Company's 2017 presentation of certain activities within the consolidated statements of cash flows and related disclosures.

New Accounting Standards to Be Adopted

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers that will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of 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 ASC . The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09. The Company has not yet selected the method of adoption.

The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and disclosures. 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 and will be governed by the recently issued leasing guidance discussed below. Excluding revenue related to leasing transactions, the Company anticipates that upon adoption of ASU No. 2014-09, the recognition of lease commission income earned pursuant to its management agreements with unconsolidated joint ventures most likely will be accelerated into an earlier quarter than recognized in current GAAP. The majority of the Company’s lease commission income is recognized 50% upon lease execution and 50% upon tenant rent commencement. Under the new standard, the Company anticipates that a lease commission will be recognized in its entirety upon lease execution. This revenue is not considered material to the Company’s consolidated financial statements.

Accounting for Leases

In February 2016, 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 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,” (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 and (iv) a requirement to bifurcate certain lease and non-lease components. The lease standard is effective for fiscal years beginning after December 15, 2018, (including interim periods within those fiscal years) with early adoption permitted. The Company has not yet selected the method of adoption.

The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard. The Company may have a change in presentation on its consolidated statement of operations with regards to Recoveries from Tenants which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. Tenant expense reimbursements with a service obligation are not covered within the scope of ASU No. 2016-02. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum Rents in the consolidated statements of operations. As a result, the Company anticipates it will be required to bifurcate the presentation of certain expense reimbursements as well as allocate the fair value of the embedded revenue associated with these reimbursements for Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations based upon materiality. In addition, the Company has ground lease agreements in which the Company is the lessee for land underneath all or a portion of the buildings at five shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as an asset and liability on its consolidated balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its consolidated financial statements.

2.	Investments in and Advances to Joint Ventures

At March 31, 2017 and December 31, 2016, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 150 and 151 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	March 31, 2017			December 31, 2016
Condensed Combined Balance Sheets
Land	$	1,268,425		$	1,287,675
Buildings		3,338,488			3,376,720
Fixtures and tenant improvements		205,412			203,824
		4,812,325			4,868,219
Less: Accumulated depreciation		(914,860	)		(884,356	)
		3,897,465			3,983,863
Construction in progress and land		58,932			56,983
Real estate, net		3,956,397			4,040,846
Cash and restricted cash		60,822			50,378
Receivables, net		43,931			50,685
Other assets, net		242,234			248,664
	$	4,303,384		$	4,390,573

Mortgage debt	$	2,898,615		$	3,034,399
Notes and accrued interest payable to the Company		3,028			1,584
Other liabilities		194,458			206,949
		3,096,101			3,242,932
Redeemable preferred equity – DDR		395,945			393,338
Accumulated equity		811,338			754,303
	$	4,303,384		$	4,390,573

Company's share of accumulated equity	$	106,819		$	97,977
Redeemable preferred equity, net		319,315			393,338
Basis differentials		(30,987	)		(36,117	)
Deferred development fees, net of portion related to the Company's interest		(2,813	)		(2,651	)
Amounts payable to the Company		3,028			1,584
Investments in and Advances to Joint Ventures, net	$	395,362		$	454,131

	Three Months
	Ended March 31,
	2017			2016
Condensed Combined Statements of Operations
Revenues from operations	$	127,048		$	127,910
Expenses from operations:
Operating expenses		36,668			37,656
Impairment charges		52,657			—
Depreciation and amortization		45,096			49,035
Interest expense		30,130			33,322
Preferred share expense		8,128			8,264
Other (income) expense, net		6,573			5,811
		179,252			134,088
Loss from continuing operations		(52,204	)		(6,178	)
(Loss) gain on disposition of real estate, net		(173	)		53,483
Net (loss) income attributable to unconsolidated joint ventures	$	(52,377	)	$	47,305
Company's share of equity in net (loss) income of joint ventures	$	(5,293	)	$	11,274
Basis differential adjustments ^(A)		3,628			3,147
Equity in net (loss) income of joint ventures	$	(1,665	)	$	14,421

(A)

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

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

	Three Months
	Ended March 31,
	2017		2016
Management and other fees	$	6.9	$	6.2
Interest income		7.5		8.3
Development fees and leasing commissions		2.5		1.9

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.

BRE DDR Retail Holdings Joint Ventures

The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV”) and, together (the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned):

		Common
		Equity		Preferred Investment						Properties Owned
	Formation	Initial		Initial		March 31, 2017		Net of Reserve		Inception		March 31, 2017
BRE DDR III	Oct 2014	$	19.6	$	300.0	$	314.6	$	244.6		70		49
BRE DDR IV	Dec 2015		12.9		82.6		74.5		68.5		6		6

An affiliate of Blackstone is the managing member and effectively owns 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of DDR effectively own the remaining 5%. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity, as discussed below, is redeemed in full (except for certain specified events).

The Company’s preferred interests are entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments. The preferred distributions are recognized as Interest Income within the Company’s consolidated statements of operations and are classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. Blackstone has the right to defer up to

23.5% of the preferred fixed distributions as a payment in kind distribution or “PIK.” The preferred investment s have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has made this PIK deferral election since the formation of both joint ventures. The cash portion of the preferred fixed distributions is gene rally payable first out of operating cash flows and is current for both BRE DDR Joint Ventures. The Company has no expectation that the preferred fixed distribution will become impaired.

The unpaid preferred investment (and any accrued distributions) is payable (1) at Blackstone’s option, in whole or in part, subject to early redemption premiums in certain circumstances during the first three years of the joint ventures; (2) at varying equity sharing levels with the common members under certain circumstances including specified financial covenants, upon a sale of properties over a certain threshold; (3) at DDR’s option after seven years (2021 for BRE DDR III and 2022 for BRE DDR IV); and (4) upon the incurrence of additional indebtedness by the joint ventures in excess of a certain threshold. Specifically, for BRE DDR III the use of net asset sale proceeds prior to 2021 to repay the preferred investment is first subject to a remaining minimum net asset sales threshold of $46.3 million payable to common equity members only, with net asset sale proceeds generated thereafter allocated at 51.5% to the preferred member. For BRE DDR IV, the preferred investment is collateralized by assets in which DDR has a 5% common equity interest for 95% of the value and by an additional six assets in which DDR has a nominal interest. The repayment of the BRE DDR IV preferred investment prior to 2022 is first subject to a remaining minimum net asset sales threshold of $26.0 million, of which $6.0 million is allocated to the preferred member. The net asset sale proceeds generated thereafter are expected to be available to repay the preferred member.

In March 2017, the Company recorded a valuation allowance on each of the BRE DDR III and BRE DDR IV preferred investment interests of $70.0 million and $6.0 million, respectively, or $76.0 million in the aggregate. The valuation allowances were triggered late in the first quarter by an increase in the estimated market capitalization rates for the underlying real estate collateral of the investments. The values of open air shopping centers anchored by big box national retailers, particularly in secondary markets, have been under increasing pressure and most recently decreased due to the continued perceived threat of internet retail competition and recent tenant bankruptcies. Several large national retailers filed for bankruptcy in March and April 2017. A majority of the shopping centers collateralizing the preferred investments are those which have been most impacted by the rising capitalization rates. These factors have also reduced the number of potential investors and well-capitalized buyers for these types of assets. The managing member of the two joint ventures exercises significant influence over the timing of asset sales. Due to the Company’s expectation regarding the likely timing of asset sales, the valuation of the Company’s investments considers how management believes a third party market participant would value the securities in the current higher capitalization rate environment. As a result, the investments were impaired to reflect the risk that the securities are not repaid in full in advance of the Company’s redemption rights in 2021 and 2022. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate.

The preferred 8.5% distribution rate has two components, a cash interest rate of 6.5% and an accrued PIK of 2.0%. As a result of the valuation allowances recorded, effective in March 2017, the Company will no longer recognize as interest income the 2.0% PIK. Although Blackstone has the right to change its payment election, the Company expects future preferred distributions to continue to include the PIK component. The recognition of the PIK interest income will be reevaluated based upon any future adjustments to the aggregate valuation allowance, as appropriate.

3.	Acquisitions

In January 2017, the Company acquired one shopping center in Chicago, Illinois, for $81.0 million. This acquisition was accounted for as an asset acquisition and the fair value was allocated as follows (in thousands):

				Weighted-Average Amortization Period (in Years)
Land	$	23,588		N/A
Buildings		35,659		(A)
Tenant improvements		8,565		(A)
In-place leases (including lease origination costs and fair market value of leases)		7,051			16.0
Tenant relations		6,934			16.3
Other assets		419		N/A
		82,216
Less: Below-market leases		(1,872	)		20.0
Less: Other liabilities assumed		(581	)	N/A
Net assets acquired	$	79,763

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

Total consideration for the acquisition was paid in cash. The costs related to the acquisition of this asset were capitalized to real estate assets (Note 1). Included in the Company’s consolidated statements of operations are $1.5 million in total revenu es from the date of acquisition through March 31, 2017, for the acquired property .

4.	Notes Receivable

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

At March 31, 2017 and December 31, 2016, the Company had loans and other receivables outstanding of $49.9 million and $49.5 million, respectively, with maturity dates ranging from September 2017 to June 2023 and interest rates ranging from 5.6% to 12.0%. The following table reconciles the loans receivable on real estate (in thousands):

	2017			2016
Balance at January 1	$	49,488		$	41,988
Additions:
Interest		261			—
Accretion of discount		269			254
Deductions:
Collections of principal and interest		(134	)		(126	)
Balance at March 31	$	49,884		$	42,116

At March 31, 2017, the Company did not have any loans outstanding that were past due. In April 2017, a loan receivable of $30.6 million with a maturity date of September 2017 was repaid in full.

5.	Other Assets, Net

Other assets consist of the following (in thousands):

	March 31, 2017		December 31, 2016
Intangible assets:
In-place leases, net	$	96,603	$	99,600
Above-market leases, net		18,917		20,405
Lease origination costs		12,784		12,931
Tenant relations, net		108,068		108,662
Total intangible assets, net ^(A)		236,372		241,598
Other assets:
Prepaid expenses		32,967		26,842
Other assets		3,032		6,274
Deposits		5,967		5,965
Deferred charges, net		4,386		4,731
Total other assets, net	$	282,724	$	285,410

(A)	The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $16.6 million and $19.5 million for the three months ended March 31, 2017 and 2016, respectively.

6.	Revolving Credit Facilities

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

Carrying Value at

March 31, 2017

Weighted-Average

Interest Rate ^(A) at

March 31, 2017

Maturity Date

Unsecured Credit Facility

90.0

2.0%

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 March 31, 2017.

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, i f certain financial covenants are maintained, two six-month options to extend the maturity to June 2020 upon the Company’s request and an accordion feature for expansion of availability up to $1.25 billion, provided that new or existing lenders agree to th e existing terms of the facility and increase their commitment level. The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility. The Unsecured Credit Facility also provides for an annual faci lity fee, which was 20 basis points on the entire facility at March 31, 2017.

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 substantially 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 LIBOR, plus a specified spread (1.0% at March 31, 2017) or the prime rate, as defined in the respective facility. The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service and Standard and Poor’s. The Company is required to comply with certain covenants under the Revolving Credit Facilities relating to total outstanding indebtedness, secured indebtedness, maintenance of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at March 31, 2017.

7.	Financial Instruments and 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 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 $371.1 million and $445.2 million at March 31, 2017 and December 31, 2016, respectively, as compared to the carrying amounts of $369.6 million and $443.3 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 and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

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

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

	March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,914,186	$	3,026,001	$	2,913,217	$	3,056,896
Revolving Credit Facilities and term loans		688,409		691,460		598,242		601,131
Mortgage Indebtedness		918,331		946,958		982,509		1,012,869
	$	4,520,926	$	4,664,419	$	4,493,968	$	4,670,896

8.	Commitments and Contingencies

Accrued Expense

During the first quarter of 2017, the Company recorded a separation charge aggregating $11.5 million which is comprised of $9.4 million related to the March 2, 2017, management transition and $2.1 million related to other contractual staffing reductions. These charges are the result of the termination without cause of several of its executives under the terms of their respective employment agreements. This charge included stock-based compensation expense of approximately $3.3 million relating to the acceleration of expense associated with the grant date fair value of the unvested stock-based awards. At March 31, 2017,

approxi mately $8.2 million was included in accounts payable and accrued expenses related to the charge in the Company’s consolidated balance sheet. The Company expects to record an additional $5 million charge in the second quarter of 2017 reflecting the remaini ng separation costs associated with the restructuring announced on April 3, 2017.

9 .	Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component are as follows (in thousands):

	Gains on Cash Flow Hedges			Foreign Currency Items			Total
Balance, December 31, 2016	$	(3,930	)	$	(262	)	$	(4,192	)
Other comprehensive income before reclassifications		435			147			582
Change in cash flow hedges reclassed to earnings ^(A)		178			—			178
Net current-period other comprehensive income		613			147			760
Balance, March 31, 2017	$	(3,317	)	$	(115	)	$	(3,432	)

(A)	Includes amortization classified in Interest Expense of $0.2 million in the Company’s consolidated statement of operations for the three months ended March 31, 2017, which was previously recognized in accumulated other comprehensive loss.

10 .	Impairment Charges and Reserves

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

	Three Months
	Ended March 31,
	2017		2016
Assets marketed for sale ^(A)	$	22.0	$	—
Reserve of preferred equity interests ^(B)		76.0		—
Total impairment charges	$	98.0	$	—

(A)	Triggered by changes in asset hold-period assumptions and/or expected future cash flows.

( B )

In March 2017, the Company recorded an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 2).

Items Measured at Fair Value on a Non-Recurring Basis

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

For operational real estate assets, the significant valuation assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development or not at stabilization, the significant valuation assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. For the valuation of the preferred equity interests, the significant assumptions used in the discounted cash flow analysis included the discount rate, projected net operating income, the timing of the expected redemption and the exit capitalization rates. These valuations were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the three months ended March 31, 2017, and the year ended December 31, 2016. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
March 31, 2017
Long-lived assets held and used	$	—	$	—	$	14.8	$	14.8	$	22.0
Reserve of preferred equity interests		—		—		319.3		319.3		76.0
December 31, 2016
Long-lived assets held and used		—		—		438.2		438.2		110.9

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

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

Range

March 31,

December 31,

Valuation

Unobservable

Description

2017

2016

Technique

Inputs

2017

2016

Impairment of consolidated assets

—

13.4

Indicative

Bid ^(A) /

Contracted

Price

Indicative

Bid ^(A) /

Contracted

Price

N/A

—

398.2

Income

Capitalization

Approach ^(B) /

Sales

Comparison

Approach

Market

Capitalization

Rate

N/A

7%–10%

Price per

Square Foot

N/A

$15–$31

14.8

26.6

Indicative

Bid ^(A)

Indicative

Bid ^(A)

N/A

Discounted

Cash Flow

Discount

Rate

10%–11%

Terminal

Capitalization

Rate

10%

10%–12%

Reserve of preferred equity interests

319.3

—

Discounted

Cash Flow

Discount

Rate

8.3%–8.6%

N/A

Terminal

Capitalization

Rate

5.3%–10.3%

N/A

NOI Growth Rate

N/A

(A)

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

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

1 1 .

Earnings Per Share

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

	Three Months
	Ended March 31,
	2017			2016
Numerators – Basic and Diluted
(Loss) income from continuing operations	$	(92,155	)	$	33,492
Plus: Gain on disposition of real estate		38,127			12,381
Plus: Income attributable to non-controlling interests		(213	)		(300	)
Less: Preferred dividends		(5,594	)		(5,594	)
Less: Earnings attributable to unvested shares and operating partnership units		(251	)		(210	)
Net (loss) income attributable to common shareholders after allocation to participating securities	$	(60,086	)	$	39,769
Denominators – Number of Shares
Basic — Average shares outstanding		366,430			364,691
Effect of dilutive securities — Stock options		—			351
Diluted — Average shares outstanding		366,430			365,042
(Loss) Earnings Per Share:
Basic	$	(0.16	)	$	0.11
Diluted	$	(0.16	)	$	0.11

Shares subject to issuance under the Company’s 2016 VSEP were not considered in the computation of diluted EPS for the three months ended March 31, 2017 and 2016, as the calculation was anti-dilutive.

1 2 .

Segment Information

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

	Three Months Ended March 31, 2017
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	240,406		$	15					$	240,421
Rental operation expenses		(67,320	)		—						(67,320	)
Net operating income		173,086			15						173,101
Impairment charges		(21,973	)								(21,973	)
Depreciation and amortization		(90,884	)								(90,884	)
Interest income					8,392						8,392
Other income (expense), net							$	(4	)		(4	)
Unallocated expenses ^(A)								(83,122	)		(83,122	)
Equity in net loss of joint ventures		(1,665	)								(1,665	)
Reserve of preferred equity interests					(76,000	)					(76,000	)
Loss from continuing operations										$	(92,155	)
As of March 31, 2017:
Total gross real estate assets	$	9,185,537								$	9,185,537
Notes receivable, net ^(B)				$	369,200		$	(319,305	)	$	49,895

	Three Months Ended March 31, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	254,417		$	6					$	254,423
Rental operation expenses		(73,003	)		(39	)					(73,042	)
Net operating income (loss)		181,414			(33	)					181,381
Depreciation and amortization		(96,902	)								(96,902	)
Interest income					9,050						9,050
Other income (expense), net							$	1,773			1,773
Unallocated expenses ^(A)								(76,231	)		(76,231	)
Equity in net income of joint ventures		14,421									14,421
Income from continuing operations										$	33,492
As of March 31, 2016:
Total gross real estate assets	$	9,973,081								$	9,973,081
Notes receivable, net ^(B)				$	440,526		$	(397,934	)	$	42,592

(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.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS O F FINANCIAL CONDITION 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, 2016, 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, financing and managing shopping centers. As of March 31, 2017, the Company’s portfolio consisted of 309 shopping centers (including 151 shopping centers owned through joint ventures) aggregating approximately 103 million total square feet of gross leasable area (“GLA”). These properties consist of 295 shopping centers owned in the United States and 14 in Puerto Rico. At March 31, 2017, the aggregate occupancy of the Company’s operating shopping center portfolio was 92.3% and the average annualized base rent per occupied square foot was $15.27.

For the three months ended March 31, 2017, net income attributable to common shareholders decreased compared to the prior year, primarily due to a $76.0 million valuation allowance recorded on the Company’s preferred investments in two joint ventures as well as to an aggregate separation charge of $11.5 million associated with the executive management transition and a recent staff restructuring, which was partially offset by a $38.1 million gain on the sale of real estate assets.

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
	Ended March 31,
	2017			2016
Net (loss) income attributable to common shareholders	$	(59,835	)	$	39,979
FFO attributable to common shareholders	$	22,212		$	114,542
Operating FFO attributable to common shareholders	$	108,533		$	114,228
(Loss) earnings per share – Diluted	$	(0.16	)	$	0.11

In March 2017, the Company named a new executive team including David Lukes as president and chief executive officer, Michael Makinen as chief operating officer and Matthew Ostrower as chief financial officer. The management team, led by Mr. Lukes, is in the process of updating its overall strategy and key objectives. However, the Company continues to be focused on lowering leverage and improving overall liquidity. Looking forward, the Company seeks to create shareholder value through disciplined capital allocation and best-in-class operations that it believes should translate into net asset value growth.

The following is a summary of the Company’s operational and transactional activity execution in the first three months of 2017.

•

The Company completed the disposition of $123.7 million of assets for the three months ended March 31, 2017, of which DDR’s pro rata share of the proceeds was $118.5 million. The Company also acquired a grocery-anchored shopping center at 3030 North Broadway in Chicago, Illinois, for $81.0 million.

•

The Company continued its trend of consistent internal growth and strong operating performance in the first three months of 2017, as evidenced by the number of leases executed, the upward trend in the average annualized base rental rates and an overall strong occupancy rate.

•

The Company leased approximately 1.8 million square feet in the first quarter of 2017, including 78 new leases and 207 renewals for a total of 285 leases. The remaining 2017 lease expirations at March 31, 2017, aggregated approximately 3.1 million square feet of GLA as compared to 5.6 million square feet of GLA as of December 31, 2016. The remaining 3.1 million square feet represents approximately 56.4% of total annualized base rent of 2017 expiring leases as of December 31, 2016.

•

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, 2016, the Company had 814 leases expiring in 2017, with an average base rent per square foot of $14.68. For the comparable leases executed in the first quarter of 2017, the Company generated positive leasing spreads on a pro rata basis of 2.8% for new leases and 6.3% for renewals. Although these spreads are positive, the new lease spread of 2.8% is significantly below the full-year 2016

spread of 20.6%. The primary driver behind the below-average new lease spread in the first quarter of 2017 was a single anchor tenant lease execute d at a Puerto Rico property to replace a dark but rent paying tenant. Excluding the impact of this lease, the first quarter new lease spreads were 15.8%, which is in line with historical averages. The Company’s leasing spread calculation only includes de als 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 ra tes.

•

The Company’s total portfolio average annualized base rent per square foot increased to $15.27 at March 31, 2017, as compared to $15.00 at December 31, 2016, and $14.58 at March 31, 2016.

•

The aggregate occupancy of the Company’s operating shopping center portfolio remained strong at 92.3% at March 31, 2017, as compared to 93.3% at both December 31, 2016 and March 31, 2016. The net decrease in occupancy in the first quarter primarily was attributed to expiring anchor leases that were not renewed and tenant bankruptcies as well as the impact of asset sales with rates that were slightly above the portfolio average occupancy. In addition, the 2017 occupancy rate reflects the unabsorbed vacancy resulting from 0.5 million square feet of GLA related to The Sports Authority and Golfsmith bankruptcies in 2016.

•

For new leases executed during the first quarter of 2017, the Company expended a weighted-average cost of $3.51 per rentable square foot for tenant improvements and lease commissions over the lease term as compared to $4.77 for leases executed in 2016. The Company generally does not expend a significant amount of capital on lease renewals.

RESULTS OF OPERATIONS

Shopping center properties owned as of January 1, 2016, 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 March 31,
	2017		2016		$ Change
Base and percentage rental revenues ^(A)	$	168,928	$	179,303	$	(10,375	)
Recoveries from tenants ^(B)		57,476		61,599		(4,123	)
Fee and other income ^(C)		14,017		13,521		496
Total revenues	$	240,421	$	254,423	$	(14,002	)

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

	Increase (Decrease)
Acquisition of shopping centers	$	2.9
Comparable Portfolio Properties		3.7
Development or redevelopment properties		1.0
Disposition of shopping centers		(17.1	)
Straight-line rents		(0.9	)
Total	$	(10.4	)

The following tables present the statistics for the Company’s 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 March 31,						Wholly-Owned Shopping Centers March 31,						Joint Venture Shopping Centers March 31,
	2017			2016			2017			2016			2017			2016
Centers owned		309			352			158			194			151			158
Aggregate occupancy rate		92.3	%		93.3	%		92.2	%		93.4	%		92.5	%		93.2	%
Average annualized base rent per occupied square foot ⁽¹⁾	$	15.27		$	14.58		$	15.94		$	14.89		$	14.26		$	14.04

(1)

For the three months ended March 31, 2017 and 2016, t he Comparable Portfolio Properties’ aggregate occupancy rate wa s 92.4 % and 94.3%, respectively, and the average annualized base rent per occupied square foot was $ 16.01 and $15.05, respectively . The 2017 occupancy rate reflects the unabsorbed vacancy resulting from 0.5 million square feet of GLA related to The Sports Authority and Golfsmith bankruptcies that occurred in 2016.

(B)

The decrease in recoveries from tenants primarily was driven by the net impact of disposition activity. Recoveries from tenants for the Comparable Portfolio Properties were approximately 92.8% and 96.1% of reimbursable operating expenses and real estate taxes for the three months ended March 31, 2017 and 2016, respectively. The overall decreased percentage of recoveries from tenants primarily was attributable to the impact of the major tenant bankruptcies and related occupancy loss discussed above.

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

	Three Months
	Ended March 31,
	2017		2016		$ Change
Management, development and other fee income ⁽¹⁾	$	9.4	$	8.2	$	1.2
Ancillary and other property income		4.3		4.1		0.2
Lease termination fees		0.2		1.2		(1.0	)
Other		0.1		—		0.1
	$	14.0	$	13.5	$	0.5

(1)

Changes in the number of assets under management or the joint venture fee structure could impact the amount of revenue recorded in future periods. The Company’s property management agreements contain cancellation provisions plus the Company’s joint venture partners could dispose of shopping centers under DDR’s management.

Expenses from Operations (in thousands)

	Three Months
	Ended March 31,
	2017		2016		$ Change
Operating and maintenance ^(A)	$	32,991	$	37,258	$	(4,267	)
Real estate taxes ^(A)		34,329		35,784		(1,455	)
Impairment charges ^(B)		21,973		—		21,973
General and administrative ^(C)		31,072		17,876		13,196
Depreciation and amortization ^(A)		90,884		96,902		(6,018	)
	$	211,249	$	187,820	$	23,429

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

	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisition of shopping centers	$	0.5		$	0.4		$	2.2
Comparable Portfolio Properties		(0.5	)		1.6			(4.2	)
Development or redevelopment properties		0.3			0.3			0.4
Disposition of shopping centers		(4.6	)		(3.8	)		(4.4	)
	$	(4.3	)	$	(1.5	)	$	(6.0	)

Depreciation expense for Comparable Portfolio Properties was lower in 2017, primarily as a result of accelerated depreciation charges in 2016 related to changes in the useful lives of certain assets.

(B)

The Company recorded impairment charges in 2017, primarily related to two consolidated shopping center assets. Changes in (1) an asset’s expected future undiscounted cash flows due to changes in market conditions, (2) various courses of action that may occur or (3) holding periods each could result in the recognition of additional impairment charges.

(C)

General and administrative expenses were approximately 8.4 % and 4.6% of total revenues, respectively, including total revenues of unconsolidated joint ventures and managed properties , for the three months ended March 31, 2017 and 2016. The Company recorded a separation charge aggregating $11.5 million, which is comprised of $9.4 million related to the March 2, 2017, management transition and $2.1 million related to other contractual staffing reductions. The Company expects to record an additional $5 million charge in the second quarter of 2017 reflecting the remaining separation costs associated with the restructuring announced on April 3, 2017, which eliminated a total of 65 positio ns.

The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space. Although, the Company expects that upon adoption of the leasing standard in 2019, certain general and administrative expenses that are currently capitalized may be required to be expensed.

Other Income and Expenses (in thousands)

	Three Months
	Ended March 31,
	2017			2016			$ Change
Interest income ^(A)	$	8,392		$	9,050		$	(658	)
Interest expense ^(B)		(51,827	)		(57,897	)		6,070
Other income (expense), net		(4	)		1,773			(1,777	)
	$	(43,439	)	$	(47,074	)	$	3,635

(A)

At March 31, 2017, the Company had a preferred investment of $389.1 million plus $6.2 million of accrued interest, which excludes a $76.0 million valuation allowance, with an annual interest rate of 8.5% due from its two joint ventures with affiliates of Blackstone Group L.P. (“Blackstone”). As a result of the valuation allowances recorded, effective in March 2017, the Company will no longer recognize as interest income the 2.0% PIK component of the fixed distribution. The Company’s cash distributions from the securities remain unchanged and earn interest at 6.5%. Additionally, the amount of interest income recorded in future periods will be reduced due to repayment of a $30.6 million note receivable in April 2017 that was scheduled to mature in September 2017.

The weighted-average loan receivable outstanding and weighted-average interest rate, including loans to affiliates, are as follows:

	Three Months
	Ended March 31,
	2017			2016
Weighted-average loan receivable outstanding (in millions)	$	413.7		$	435.0
Weighted-average interest rate		8.3	%		8.5	%

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

	Three Months
	Ended March 31,
	2017			2016
Weighted-average debt outstanding (in billions)	$	4.6		$	5.1
Weighted-average interest rate		4.5	%		4.6	%

The weighted-average interest rate (based on contractual rates and excluding fair market value of adjustments and debt issuance costs) was 4.4% and 4.2% at March 31, 2017 and 2016, respectively.

Interest costs capitalized in conjunction with development and redevelopment projects and unconsolidated development and redevelopment joint venture interests were $0.4 million for the three months ended March 31, 2017, compared to $1.2 million for the comparable period in 2016. 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.

Other Items (in thousands)

	Three Months
	Ended March 31,
	2017			2016			$ Change
Equity in net (loss) income of joint ventures ^(A)	$	(1,665	)	$	14,421		$	(16,086	)
Reserve of preferred equity interests ^(B)		(76,000	)		—			(76,000	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(223	)		(458	)		235

(A)

The decrease in equity in net income of joint ventures for the three months ended March 31, 2017, compared to the prior-year period, primarily was the result of impairment charges recorded aggregating $52.7 million on four assets, of which the Company’s share was $2.9 million. In the first quarter of 2016, one unconsolidated joint venture sold 11 assets of which the Company’s share of the gain was $13.5 million. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods.

(B)	In the first quarter of 2017, the Company recorded a valuation allowance on its preferred equity investments. The valuation allowance is more fully described in Note 2, “Investments in and Advances to Joint Ventures” of the Company’s consolidated financial statements included herein.

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

	Three Months
	Ended March 31,
	2017			2016			$ Change
Gain on disposition of real estate, net ^(A)	$	38,127		$	12,381		$	25,746
Income attributable to non-controlling interests, net		(213	)		(300	)		87
Net (loss) income attributable to DDR ^(B)		(54,241	)		45,573			(99,814	)

(A)	During the first quarter of 2017, the Company sold nine shopping centers and land for total gross proceeds of $118.2 million.

(B)

The decrease in net income attributable to DDR for the three months ended March 31, 2017, compared to the prior-year comparable period, primarily was due to a $76.0 million valuation allowance recorded on the Company’s preferred investments in its two joint ventures with Blackstone, an aggregate separation charge of $11.5 million associated primarily with executive management and a staff restructuring and higher impairment charges recorded in 2017, partially offset by a $38.1 million gain on the sale of real estate assets.

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, as well as 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 Com pany 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 statem ents, 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 comparab le 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 thes e 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 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 thousands):

	Three Months
	Ended March 31,
	2017		2016		$ Change
FFO attributable to common shareholders ^(A)	$	22,212	$	114,542	$	(92,330	)
Operating FFO attributable to common shareholders ^(B)		108,533		114,228		(5,695	)

(A)

The decrease in FFO for the three months ended March 31, 2017, compared to the comparable period in 2016, primarily was a result of a $76.0 million valuation allowance recorded on the Company’s preferred investment in two joint ventures in addition to an aggregate charge of $11.5 million associated primarily with executive management transition and a recent staff restructuring.

(B)	The decrease in Operating FFO for the three months ended March 31, 2017, compared to the comparable period in 2016, primarily was attributable to the dilutive impact of deleveraging through asset sales.

The Company’s reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands ). The Company provides no assurances that these charges and gains are non-recurring. T hese charges and gains could reasonably be expected to recur in future results of operations.

	Three Months
	Ended March 31,
	2017			2016
Net (loss) income attributable to common shareholders	$	(59,835	)	$	39,979
Depreciation and amortization of real estate investments		88,649			94,854
Equity in net loss (income) of joint ventures		1,665			(14,421	)
Joint ventures' FFO ^(A)		6,582			6,150
Non-controlling interests (OP Units)		76			76
Impairment of depreciable real estate assets		21,973		—
Gain on disposition of depreciable real estate		(36,898	)		(12,096	)
FFO attributable to common shareholders		22,212			114,542
Reserve of preferred equity interests		76,000		—
Separation charges		11,471		—
Transaction, debt extinguishment, litigation, other, net		(1	)		(29	)
Equity in net loss of joint ventures		80		—
Gain on disposition of non-depreciable real estate, net		(1,229	)		(285	)
Non-operating items, net		86,321			(314	)
Operating FFO attributable to common shareholders	$	108,533		$	114,228

(A)

At March 31, 2017 and 2016, the Company had an economic investment in unconsolidated joint venture interests related to 150 and 157 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 thousands):

	Three Months
	Ended March 31,
	2017			2016
Net (loss) income attributable to unconsolidated joint ventures	$	(52,377	)	$	47,305
Depreciation and amortization of real estate investments		45,096			49,035
Impairment of depreciable real estate assets		52,657			—
Loss (gain) on disposition of depreciable real estate, net		173			(53,483	)
FFO	$	45,549		$	42,857
FFO at DDR's ownership interests	$	6,582		$	6,150
Operating FFO at DDR's ownership interests	$	6,662		$	6,150

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders, or repurchase or refinance long-term debt for strategic reasons or to further strengthen the financial position of the Company.

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 has historically accessed capital sources through both the public and private markets. Acquisitions, developments and redevelopments are generally financed through cash provided from operating activities, Revolving Credit Facilities (as defined below), mortgages assumed, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $4.5 billion at March 31, 2017, and December 31, 2016.

Revolving Credit Facilities

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 the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR, plus a specified spread (1.0% at March 31, 2017) or the prime rate, as defined in the respective facility. The specified spreads vary depending on the Company’s long-term senior unsecured debt 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 are, 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 March 31, 2017, 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 2017 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 lower its balance sheet risk and increase 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 March 31, 2017 (in millions):

Cash and Cash Equivalents	$	19.7
Revolving Credit Facilities	$	800.0
Less:
Amount outstanding		(90.0	)
Letters of credit		(0.8	)
Borrowing capacity available	$	709.2

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 over the long-term, including incorporating a healthy level of conservatism regarding possible future market conditions.

Equity

The Company has a $250 million continuous equity program. At April 30, 2017, the Company had $250.0 million available for the future issuance of common shares under that program.

Consolidated Indebtedness – as of March 31, 2017

The following depicts the Company’s consolidated debt maturities at March 31, 2017, and forecasted thirteen months (April 2018), after deducting debt that has refinancing options, and compares that amount to the availability of the Revolving Credit Facilities (in millions):

Senior Notes ^(A)	$	300.0
Unsecured Term Loan ^(B)		400.0
Secured Term Loan		200.0
Mortgage Indebtedness		128.2
Total 2017 debt maturities		1,028.2
April 2018 Senior Note maturity		300.0
January – April 2018 mortgage debt maturities		106.2
		1,434.4
Less loans with extension options ^(B)		(400.0	)
	$	1,034.4
Borrowing capacity available on Revolving Credit Facilities	$	709.2

(A)

Senior Notes were repaid in April 2017 utilizing funds available on the Revolving Credit Facilities.

(B)

Debt maturity is expected to be extended at the Company’s option in accordance with the loan agreement.

The Company’s debt obligations through April 30, 2018, exceed the borrowing capacity on the Revolving Credit Facilities by $325.2 million. While the Company is looking to strengthen its balance sheet and reduce leverage, its shorter-term strategy is to extend the term of its debt. As a result, the Company may issue long-term debt in combination with net asset sale proceeds to refinance debt as it matures. As of April 30, 2017, the Company received proceeds of approximately $50 million from asset sales and a loan repayment.

The Company believes that the combination of available cash, cash flows expected to be generated from asset sales and operations as well as borrowings under Revolving Credit Facilities and other new long-term debt issuances or equity financings will be sufficient to satisfy the Company’s current and planned capital spending requirements and debt repayments for the next twelve months. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. These sources of funds could be affected by various risks and uncertainties (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Management believes the scheduled debt maturities in 2017 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 seeks to manage its debt maturities through executing a strategy to lower leverage, extend debt duration, increase liquidity and improve the Company’s credit profile with the focus of lowering the Company's balance sheet risk and cost of capital.

Unconsolidated Joint Ventures Mortgage Indebtedness – as of March 31, 2017

The debt maturities of the Company’s unconsolidated joint ventures through at March 31, 2017, and forecasted thirteen months (April 2018), are as follows (in millions):

	Outstanding at March 31, 2017		At DDR Share
DDR Domestic Retail Fund I ^(A)	$	899.1	$	179.8
BRE DDR Retail Holdings III ^(B)		603.7		30.2
DDR – SAU Retail Fund, LLC ^(C)		60.1		12.0
BRE DDR Retail Holdings IV ^(C)		34.4		1.7
Total debt maturities through April 2018	$	1,597.3	$	223.7

(A)

Primarily consists of debt maturing in July 2017. The joint venture expects to refinance this obligation, which could require the Company to fund additional capital, of which the Company’s proportionate share is estimated to be $40 million to $50 million.

(B)

Expected to be extended at the joint venture’s option in accordance with the loan agreement.

(C)

Expected to be refinanced.

It is expected that the joint ventures will fund these obligations from refinancing opportunities, including extension options , or possible asset sales. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

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):

	Three Months
	Ended March 31,
	2017			2016
Cash flow provided by operating activities	$	91,907		$	81,798
Cash flow (used for) provided by investing activities		(19,435	)		97,086
Cash flow used for financing activities		(45,396	)		(177,171	)

Changes in cash flow for the three months ended March 31, 2017, compared to the prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased $10.1 million, primarily due to the following:

•

Reduced interest payments

Investing Activities: Cash used for investing activities increased $116.5 million, primarily due to the following:

•

Lower proceeds of $73.6 million from disposition of real estate in 2017,

•

Lower distributions from joint ventures of $14.2 million

•

Equity contributions to joint ventures of $21.5 million in 2017 and

•

Greater expenditure on acquisitions in 2017 of $26.1 million.

Financing Activities: Cash used for financing activities decreased $131.8 million, primarily due to the following:

•

Net decrease of $134.5 million in debt repayments and

•

Increase of $6.6 million in dividend payments.

Dividend Distribution

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared common and preferred share cash dividends of $75.4 million for the three months ended March 31, 2017, as compared to $75.1 million for the same period in 2016. Because actual distributions were greater than 100% of taxable income, federal income taxes were not incurred by the Company in the first quarter of 2017.

The Company declared a quarterly dividend of $0.19 per common share for the first quarter of 2017. The Board of Directors of the Company expects to continue to monitor the 2017 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

Although the Company is still in the process of finalizing its overall strategic plan and key objectives, it remains committed to strengthening the balance sheet, improving liquidity and lowering its risk profile. Asset sales continue to represent a potential source of proceeds to be used to achieve these objectives.

Acquisitions

In January 2017, the Company acquired 3030 North Broadway in Chicago, Illinois, a 131,748 square foot Company-owned GLA grocery-anchored shopping center, for $81.0 million. The contract for this acquisition was initially executed in mid-2016, but closing was delayed due to the final completion of construction.

Dispositions

As part of the Company’s overall deleveraging strategy, the Company had been marketing less strategic assets for sale. The new executive management team is currently evaluating the portfolio on an asset-by-asset basis to determine the most prudent investment decisions. Changes in investment strategies for assets may impact the Company’s impairment assumptions for those properties. The disposition of certain assets could result in a loss or impairment recorded in future periods. The Company evaluates all potential sale opportunities taking into account the long-term growth prospects of the assets, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results.

During the three months ended March 31, 2017, the Company sold nine shopping center properties, aggregating 1.5 million square feet, and two land parcels, for an aggregate sales price of $118.2 million. The Company recorded a net gain of $38.1 million. In addition, one of the Company’s unconsolidated joint ventures sold one shopping center property for $5.5 million. The Company sold one additional shopping center in April 2017 for $18 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 has generally adhered to strict investment criteria thresholds. A key component to the Company’s strategic plan will be the evaluation of additional redevelopment potential within the portfolio, particularly as it relates to the efficient use of the real estate and the Company’s ratio of big box tenants versus small shop tenant space.

The Company will generally commence construction on various developments and redevelopments only after substantial tenant leasing has occurred. The Company will continue to closely monitor its expected spending in 2017 for redevelopments, as the Company considers this funding to be discretionary spending. The Company does not anticipate expending significant funds on joint venture redevelopment projects in 2017.

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 March 31, 2017, the $2.0 billion of Land primarily consisted of land that is part of the Company’s 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 141 acres of this land, which has a recorded cost basis of approximately $18 million, is available for future development.

Included in Construction in Progress and Land at March 31, 2017, were $30 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.

Development and Redevelopment Projects

As part of its portfolio management strategy to develop, expand, improve and re-tenant various properties, at March 31, 2017, the Company has invested approximately $148 million in various consolidated active development and redevelopment projects and expects to bring at least $80 million of development into service in 2017 on a net basis, after deducting sales proceeds from outlot sales.

At March 31, 2017, the Company had no significant consolidated development projects.

The Company’s redevelopment projects are typically substantially complete within a year of the construction commencement date. At March 31, 2017, the Company’s significant consolidated redevelopment projects were as follows (in thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at March 31, 2017
Lee Vista Promenade (Orlando, Florida)	1Q19	$	39,342	$	18,865
Kenwood Square (Cincinnati, Ohio)	2Q18		31,171		20,166
West Bay Plaza (Cleveland, Ohio)	3Q19		27,792		1,228
Belgate (expansion) (Charlotte, North Carolina)	4Q17		25,788		17,104
Bermuda Square (Richmond, Virginia)	4Q18		18,675		13,004
Plaza del Sol (expansion) (San Juan, Puerto Rico)	4Q17		11,818		8,523
Total		$	154,586	$	78,890

For redevelopment assets completed in 2017, the assets placed in service were completed at a cost of approximately $ 130 per square foot.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has a number of off-balance sheet joint ventures 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’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $2.9 billion and $3.1 billion at March 31, 2017 and 2016, 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 March 31, 2017, the Company’s capitalization consisted of $4.5 billion of debt, $350.0 million of preferred shares and $4.6 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $12.53, the closing price of the Company’s common shares on the New York Stock Exchange at March 31, 2017), resulting in a debt to total market capitalization ratio of 0.48 to 1.0, as compared to the ratio of 0.42 to 1.0 at March 31, 2016. The closing price of the common shares on the New York Stock Exchange was $17.79 at March 31, 2016. The Company’s total debt consisted of the following (in billions):

	March 31,
	2017		2016
Fixed-rate debt ^(A)	$	3.8	$	4.0
Variable-rate debt		0.7		1.0
	$	4.5	$	5.0

(A)	Includes $76.5 million and $78.1 million of variable-rate debt that had been effectively swapped to a fixed rate through the use of interest rate derivative contracts at March 31, 2017 and 2016, respectively.

It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company 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 maintaining 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 should 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 March 31, 2017, the Company’s 2017 debt maturities consisted of $300.0 million of senior unsecured notes, a $400.0 million unsecured term loan, a $200.0 million secured term loan and $128.2 million of consolidated mortgage debt. In April 2017, the senior unsecured notes were repaid using availability under the Company’s Revolving Credit Facilities and the $400.0 million unsecured term loan was extended to April 2018. The Company expects to fund these remaining obligations from utilization of its Revolving Credit Facilities, proceeds from asset sales, cash flow from operations and/or additional debt or equity financings. 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 $7.1 million for its consolidated properties at March 31, 2017. These obligations, composed principally of construction contracts, are generally due within 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.

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. The Company’s purchase order obligations related to the maintenance of its properties and general and administrative expenses are typically payable within one year and are not a material amount.

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 retail shopping sector continues to be affected by the competitive nature of the retail business including the impact of internet shopping 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 March 31, 2017, 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 downsizing of space will not adversely affect the Company in the future (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Despite the recent tenant bankruptcies, the Company continues to believe there is retailer demand for quality locations within well-positioned shopping centers. 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. Many of these retailers have store opening plans for 2017 and 2018. This is evidenced by the continued volume of leasing activity, which was almost two million square feet of space for new leases and renewals for the first quarter of 2017, as well as approximately nine million square feet of space for new leases and renewals for the year ended December 31, 2016. 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 two tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 3.9% and Bed Bath & Beyond at 3.3%). Other significant tenants include Walmart, Target, PetSmart, Dick’s Sporting Goods, Ross Stores, AMC Theatres, Lowe’s, Ulta 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 and Target) have been adapting to an omni-channel retail environment, creating positive same-store sales growth over the prior few years. The Company believes these tenants will continue providing it with a stable 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 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 92.3% at March 31, 2017, and 93.3% at December 31, 2016 and March 31, 2016. The net decrease in occupancy in the first quarter of 2017 primarily was attributed to expiring anchor leases that were not renewed and tenant bankruptcies, as well as the impact of asset sales with rates that were slightly above the portfolio average occupancy. The total portfolio average annualized base rent per occupied square foot was $15.27 at March 31, 2017, as compared to $15.00 at December 31, 2016, and $14.58 at March 31, 2016. The increase primarily was due to the sale of lower quality assets and the acquisition of shopping 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 first quarter of 2017 was only $3.51 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 diver sity 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 11.7% of the Company’s total consolidated revenue and 13.7% of the Company’s consolidated property revenue less property expenses (i.e., property net operating income) for the three months ended March 31, 2017. Additionally, these assets account for 6.5% of Company-owned GLA, including the unconsolidated joint ventures at March 31, 2017. 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. However, the Company 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 and TJX Companies) typically cater to the local consumer’s desire for value and convenience and often provide consumers with day-to-day necessities. Nonetheless, the Company’s Board of Directors and management continue to evaluate its investment in the 14 assets and may determine to dispose of all or a portion of these assets. 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’s assets in Puerto Rico or its ability to dispose of the properties on commercially reasonable terms, or at all (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

NEW ACCOUNTING STANDARDS

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

FORWARD-LOOKING STATEMENTS

Management’s discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s 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 respect 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 capital 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,” “believes,” “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 involve 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 materially 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 Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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 meth ods 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, especially in regions expressing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, 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 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 e quity investments if a loss in the carrying value of the investment is realized ;

•

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 14 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 affected by changes in government regulations, including changes in environmental, zoning, 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 the recent management transition and in response to changing market conditions.

I TEM 3.

QUANTITATIVE AND QUALITATIVE 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 $76.5 million and $76.9 million of variable-rate debt, respectively, that LIBOR was swapped to at a fixed rate of 2.8% at March 31, 2017 and December 31, 2016), is summarized as follows:

	March 31, 2017										December 31, 2016
	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	$	3,830.0		4.3		4.9	%		84.7	%	$	3,869.5		4.5		4.9	%		86.1	%
Variable-Rate Debt	$	690.9		0.6		2.1	%		15.3	%	$	624.5		0.3		1.9	%		13.9	%

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 March 31, 2017 and December 31, 2016, is summarized as follows:

	March 31, 2017									December 31, 2016
	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	$	1,676.4	$	282.8		2.2		5.2	%	$	1,808.1	$	298.3		1.6		5.4	%
Variable-Rate Debt	$	1,222.2	$	114.4		1.6		2.8	%	$	1,226.3	$	114.6		1.9		2.6	%

The Company intends to use retained cash flow, proceeds from asset sales, equity and debt financing 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 variable-rate debt described above has been mitigated through the use of interest rate swap agreements (the “Swaps”) with major financial institutions. 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 and 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 March 31, 2017 and December 31, 2016, is summarized as follows (in millions):

	March 31, 2017						December 31, 2016
	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	$	3,830.0	$	3,971.1	$	3,830.7	$	3,869.5	$	4,044.2	$	3,895.0
Company's proportionate share of joint venture fixed-rate debt	$	282.8	$	283.3	$	278.5	$	298.3	$	305.1	$	300.8

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 March 31, 2017, would result in an increase in interest expense of approximately $1.7 million for the Company and $0.3 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the three months ended March 31, 2017. 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 March 31, 2017, 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 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 March 31, 2017, 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
January 1–31, 2017		761	$	15.27		—		—
February 1–28, 2017		134,088		15.03		—		—
March 1–31, 2017		11,712		14.13		—		—
Total		146,561	$	14.96		—		—

(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.

I TEM 5.

OTHER INFORMATION

None.

ITEM 6.

E XHIBITS

4.1		Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 30, 2017, among DDR Corp., DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

4.2		Third Amendment to Second Amended and Restated Secured Term Loan Agreement, dated March 30, 2017, among DDR Corp., the lenders party thereto and KeyBank National Association, as administrative agent

10.1		Employment Agreement, dated as of March 2, 2017, by and between DDR and David R. Lukes

10.2		Employment Agreement, dated as of March 2, 2017, by and between DDR and Michael A. Makinen

10.3		Employment Agreement, dated as of March 2, 2017, by and between DDR and Matthew L. Ostrower

10.4		Form of Restricted Share Units Award Memorandum – CEO & CFO

10.5		Form of Restricted Share Units Award Memorandum – COO

10.6		Form of Performance Shares Award Memorandum – CEO & CFO

10.7		Form of Performance Shares Award Memorandum – COO

10.8		Form of Performance-Based Restricted Share Units Award Memorandum – CEO & CFO

10.9		Form of Performance-Based Restricted Share Units Award Memorandum – COO

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 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 March 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016, (iii) Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2017 and 2016, (iv) Consolidated Statement of Equity for the Three Months Ended March 31, 2017, (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 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 or Furnished Herewith or Incorporated Herein by Reference

4	4.1	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 30, 2017, among DDR Corp., DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent	Submitted electronically herewith

4	4.2	Third Amendment to Second Amended and Restated Secured Term Loan Agreement, dated March 30, 2017, among DDR Corp., the lenders party thereto and KeyBank National Association, as administrative agent	Submitted electronically herewith

10	10.1	Employment Agreement, dated as of March 2, 2017, by and between DDR and David R. Lukes	Current Report on Form 8-K (Filed with the SEC on March 6, 2017; File No. 001-11690)

10	10.2	Employment Agreement, dated as of March 2, 2017, by and between DDR and Michael A. Makinen	Current Report on Form 8-K (Filed with the SEC on March 6, 2017; File No. 001-11690)

10	10.3	Employment Agreement, dated as of March 2, 2017, by and between DDR and Matthew L. Ostrower	Current Report on Form 8-K (Filed with the SEC on March 6, 2017; File No. 001-11690)

10	10.4	Form of Restricted Share Units Award Memorandum – CEO & CFO	Submitted electronically herewith

10	10.5	Form of Restricted Share Units Award Memorandum – COO	Submitted electronically herewith

10	10.6	Form of Performance Shares Award Memorandum – CEO & CFO	Submitted electronically herewith

10	10.7	Form of Performance Shares Award Memorandum – COO	Submitted electronically herewith

10	10.8	Form of Performance-Based Restricted Share Units Award Memorandum – CEO & CFO	Submitted electronically herewith

10	10.9	Form of Performance-Based Restricted Share Units Award Memorandum – COO	Submitted electronically herewith

31	31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Submitted electronically herewith

31	31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Submitted electronically 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	Submitted electronically herewith

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

Exhibit No.
Under Reg. S-K
Item 601

Form 10-Q
Exhibit No.

Description

Filed or Furnished Herewith or
Incorporated Herein by
Reference

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 4.1

AMENDMENT NO. 1 TO AMENDED
AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT , dated as of March 30, 2017 (this “ Amendment No. 1 ”), is by and among DDR Corp., a corporation organized under the laws of the State of Ohio (“ DDR ” or “ Parent Borrower ”), DDR PR Ventures LLC, S.E., a Delaware limited liability company (“ DDRPR ”) (DDR and DDRPR are collectively referred to as the “ Borrower ”), JPMorgan Chase Bank, N.A., a national banking association, and the several banks, financial institutions and other entities party to the Credit Agreement defined below (collectively, the “ Lenders ”) and JPMorgan Chase Bank, N.A., not individually, but as “ Administrative Agent ”. Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 23, 2015, by and among DDR, DDRPR, the Lenders referenced therein and the Administrative Agent ( the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS , the Borrower has requested that the Lenders make amendments to the Credit Agreement, and the Lenders are willing to make such changes as set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT Agreement. As of the Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement is hereby amended by restating the definition of “Substantial Portion” set forth in Section 1.1 of the Credit Agreement in its entirety to read as follows:

“‘Substantial Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 30% (or, in the case of Section 7.7 or 7.8 of this Agreement, 10%) of the assets of the Consolidated Group as would be shown in the consolidated financial statements of the Consolidated Group as at the beginning of the twelve-month period ending with the month immediately preceding the month in which such determination is made, or (ii) is responsible for more than 30% (or, in the case of Section 7.7 or 7.8 of this Agreement, 10%) of the consolidated net operating income of the Consolidated Group as reflected in the financial statements referred to in clause (i) above.”

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, DDR and DDRPR each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete:

(i) The Borrower has the corporate power and authority and legal right to execute and deliver this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 (the “ Amended Credit Agreement ”, and together with this Amendment

No. 1 , collectively, the “ Amendment Documents ”), to consummate the transactions contemplated therein and to perform its obligations thereunder. The execution and delivery by the Borrower of the Amendment Documents, the consummation of the transactions contemplated therein and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Amendment Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally;

(ii) neither the execution and delivery by the Borrower of the Amendment Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrower’s or any Subsidiary’s articles of incorporation or by-laws, or the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Amendment Documents other than the filing of a copy of this Amendment No. 1, or the filing of information concerning this Amendment No. 1, with the Securities and Exchange Commission;

(iii) this Amendment No. 1 has been duly executed and delivered by the Borrower;

(iv) the representations and warranties of the Borrower contained in Article V of the Amended Credit Agreement are and will be true and correct in all material respects on and as of (x) the Amendment Effective Date and (y) the date hereof to the same extent as though made on and as of such dates; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such dates and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date; and

(v) after giving effect to this Amendment No. 1, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Unmatured Default.

SECTION 3. CONDITIONS TO EFFECTIVENESS

This Amendment No. 1 shall become effective as of April 23, 2015 (the “ Amendment Effective Date ”) only upon the satisfaction of the following conditions precedent:

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A. DDR, DDRPR, the Administrative Agent, and the Required Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent.

B. The Administrative Agent shall have received a secretary’s certificate of the Borrower (i) either confirming that there have been no changes to its organizational documents since April 23, 2015, or if there have been changes to the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby.

C. The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.7 of the Credit Agreement), incurred in connection with this Amendment No. 1.

SECTION 4. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents .

(i) On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(ii) Except as specifically amended by this Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. DDR hereby ratifies and reaffirms its Qualified Borrower Guaranty made as of April 23, 2015 and confirms that such Qualified Borrower Guaranty shall remain in full force and effect after giving effect to this Amendment No. 1.

(iii) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

C. Headings . Section and subsection headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose or be given any substantive effect.

D. Applicable Law . THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

E. Counterparts; Effectiveness . This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which

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when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

[Signature Pages to Follow]

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

DDR CORP.

By: /s/ Matthew Ostrower

Name: Matthew Ostrower

Title: Executive Vice President, Chief

Financial Officer and Treasurer

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

DDR PR VENTURES LLC, S.E.

By: /s/ Matthew Ostrower

Name: Matthew Ostrower

Title: Executive Vice President, Chief

Financial Officer and Treasurer

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

JPMORGAN CHASE BANK, N.A.,

Individually and as Administrative Agent

By: /s/ Amrish Desai

Name: Amrish Desai

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

WELLS FARGO BANK, NATIONAL

ASSOCIATION

By: /s/ Brandon H. Barry

Name: Brandon H. Barry

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH

By: /s/ James Rolison

Name: James Rolison

Title: Managing Director

By: /s/ Joanna Soliman

Name: Joanna Soliman

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Curt M. Steiner

Name: Curt M. Steiner

Title: SVP

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

THE BANK OF NOVA SCOTIA

By: /s/ Chad Hale

Name: Chad Hale

Title: Director & Execution Head, REGAL

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

CITIZENS BANK , N.A.

By: /s/ Kerri Colwell

Name: Kerri Colwell

Title: Senior Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

THE BANK OF NEW YORK MELLON

By: /s/ Helga Blum

Name: Helga Blum

Title: Managing Director

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

UBS AG, STAMFORD BRANCH

By: /s/ Craig Pearson

Name: Craig Pearson

Title: Associate Director

Banking Product Services, US

and

By: /s/ Darlene Arias

Name: Darlene Arias

Title: Director

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

CITIBANK, N.A.

By: /s/ John C. Rowland

Name: John C. Rowland

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

GOLDMAN SACHS BANK USA

By: /s/ Meghan Sullivan

Name: Meghan Sullivan

Title: V.P.

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

REGIONS BANK

By: /s/ T. Barrett Vawter

Name: T. Barrett Vawter

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

ROYAL BANK OF CANADA

By: /s/ Brian Gross

Name: Brian Gross

Title: Authorized Signatory

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

KeyBank National Association

By: /s/ Angela Kara

Name: Angela Kara

Title: Assistant Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION

By: /s/ John E. Wilgus, II

Name: John E. Wilgus, II

Title: Senior Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

THE HUNTINGTON NATIONAL BANK

By: /s/ Lisa M. Mahoney

Name: Lisa M. Mahoney

Title: Assistant Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Hideo Notsu

Name: Hideo Notsu

Title: Managing Director

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ J. Patrick Daugherty

Name: J. Patrick Daugherty

Title: Vice President

[Signature Page - Amendment No. 1 to A/R DDR Credit Agreement]

CAPITAL ONE, N.A.

By: /s/ Ashish Tandon

Name: Ashish Tandon

Title: Director

Exhibit 4.2

THIRD AMENDMENT TO SECOND AMENDED AND
RESTATED SECURED TERM LOAN AGREEMENT

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (this “Amendment”) is made as of this 30th day of March, 2017 (the “Effective Date”), by and among DDR Corp. (f/k/a Developers Diversified Realty Corporation), a corporation organized under the laws of the State of Ohio (“DDR”), DDR PR Ventures, LLC, S.E., a Delaware limited liability company (“DDR PR”; DDR and DDR PR together with any Qualified Borrower that issues a Qualified Borrower Note in accordance with the terms of the Loan Agreement (as hereinafter defined), collectively, “Borrower”), KeyBank National Association, and the other several banks, financial institutions and other entities from time to time parties to the Loan Agreement described below, including the existing “Lenders” shown on the signature pages hereof (the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”, RBC Capital Markets, not individually, but as “Syndication Agent”, and U.S. Bank National Association, The Bank of Nova Scotia and Citizens, N.A., not individually, but as “Documentation Agents”.

R E C I T A L S

Borrower, Administrative Agent, J.P. Morgan Securities LLC, as syndication agent, ING Real Estate Finance (USA) LLC, Scotiabanc, Inc. and Citizens, N.A., as documentation agents, and certain Lenders entered into that certain Second Amended and Restated Secured Term Loan Agreement dated as of June 28, 2011, as amended by that certain First Amendment to Second Amended and Restated Secured Term Loan Agreement dated as of January 17, 2013, and that certain Second Amendment to Second Amended and Restated Secured Term Loan Agreement dated as of April 23, 2015 (collectively, the “Existing Loan Agreement”; the Existing Loan Agreement, as modified and amended by this Amendment, the “Loan Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B.	Borrower has requested changes to certain terms in the Existing Loan Agreement as set forth herein and the Lenders have agreed to such changes.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AMENDMENTS

1. The foregoing Recitals to this Amendment are incorporated into and made part of this Amendment.

2. Section 1.1 of the Existing Loan Agreement is hereby amended by deleting in its entirety the definition of “Substantial Portion”, and inserting in lieu the following:

“‘Substantial Portion’ means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 30% (or, in the case of Section 7.7 or 7.8 of this Agreement, 10%) of the assets of the Consolidated

Group as would be shown in the consolidated financial statements of the Consolidated Group as at the beginning of the twelve-month period ending with the month immediately preceding the month in which such determination is made, or (ii) is responsible for more than 30% (or, in the case of Section 7.7 or 7.8 of this Agreement, 10%) of the consolidated net operating income of the Consolidated Group as reflected in the financial statements referred to in clause (i) above.”

3. Borrower hereby represents and warrants that:

(a) after giving effect to this Amendment, no Default or Unmatured Default exists;

(b) the Loan Documents are in full force and effect and neither Borrower nor any Assignor has defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents;

(c) there has been no material adverse change in the financial condition of Borrower and its Subsidiaries from that shown in its December 31, 2016 financial statements;

(d) each of Borrower and the Assignors has full corporate power and authority to execute, and has duly authorized the execution of, this Amendment and the other documents executed in connection herewith and no consents are required for such execution other than any consents which have already been obtained; and

(e) after giving effect to this Amendment, all representations and warranties contained in Article V of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language is true and correct in all respects as of the date hereof and any such representations or warranties that relate to an earlier specified date are true and correct on and as of such date.

4. Except as specifically modified hereby or in any agreement executed in connection herewith, the Loan Agreement and the other Loan Documents are and remain unmodified and in full force and effect and the obligations of Borrower, Lenders and Administrative Agent under the Loan Agreement are hereby ratified and confirmed. All references in the Loan Documents to the Existing Loan Agreement henceforth shall be deemed to refer to the Existing Loan Agreement as amended by this Amendment. Without limiting the foregoing, DDR, as guarantor under that certain Unconditional Guaranty of Payment and Performance dated as of June 29, 2005 (as modified and amended from time to time, hereinafter referred to as “Guaranty”), does hereby acknowledge and agree that (i) the “Loan Documents” (as defined in the Guaranty) shall include the Loan Agreement and that certain Third Omnibus Amendment to Loan Documents dated as of even date herewith among Borrower, the assignors party thereto and Administrative Agent and (ii) the Guaranty hereby extends to and is applicable to such Loan Documents, as modified and amended. In connection with the foregoing provisions, DDR, in its capacity as guarantor under the Guaranty, does hereby ratify and confirm the Guaranty. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a waiver, cancellation, satisfaction, release or extinguishment of the obligations of DDR, in its capacity as guarantor under the Guaranty, under the Guaranty.

5. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed and enforced in accordance with the laws of the State of Ohio (excluding the laws applicable to conflicts or choice of law). This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement. The Borrower will pay the reasonable fees and expenses of Agent in connection with this Amendment.

6. This Amendment shall become effective as of June 28, 2011 upon satisfaction of the following conditions precedent: (i) this Amendment shall have been executed by Borrower, Administrative Agent and the Required Lenders and the Third Omnibus Amendment of Loan Documents shall have been executed by Borrower, the assignors party thereto and the Administrative Agent, and (ii) the Administrative Agent shall have received and approved a fully executed and effective amendment to the Unsecured Credit Agreement, a fully executed and effective amendment to the Wells Fargo Credit Agreement, and a fully executed and effective amendment to that certain Second Amended and Restated Credit Agreement dated as of October 20, 2010 between Borrower and PNC Bank, National Association, as amended, each of which reflects modifications thereto that conform to the modifications being made pursuant to this Amendment.

[Signatures Commence on Following Page]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.


	BORROWER :
	DDR CORP. (f/k/a Developers Diversified Realty Corporation), an Ohio corporation By: /s/ Matthew Ostrower Print Name: Matthew Ostrower Title: Executive Vice President, Chief Financial Officer and Treasurer 3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-6453 Facsimile: 216/755-3453 Attention: Chief Financial Officer with a copy to: 3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216/755-5650 Facsimile: 216/755-1560 Attention: General Counsel

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

DDR PR VENTURES, LLC, S.E., a Delaware limited liability company

By :/s/ Matthew Ostrower

Print Name: Matthew Ostrower

Title: Executive Vice President, Chief Financial Officer and Treasurer

3300 Enterprise Parkway
Beachwood, Ohio  44122
Phone:  216/755-6453
Facsimile:  216/755-3453
Attention:  Chief Financial Officer

with a copy to:

3300 Enterprise Parkway
Beachwood, Ohio  44122
Phone:  216/755-5650
Facsimile:  216/755-1560
Attention:  General Counsel

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

LENDERS :

KEYBANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent

By: /s/ Angela Kara
Print Name: Angela Kara
Title: Assistant Vice President

127 Public Square
8 ^th Floor
Cleveland, OH  44114
Phone:  216/689-7984
Facsimile:  216/689-5819
Attention:  Jason Weaver

With a copy to:

127 Public Square
8 ^th Floor
Cleveland, OH  44114
Phone:  216/689-4653
Facsimile:  216/689-5819
Attention:  Angela Kara

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

ROYAL BANK OF CANADA,

Individually and as Documentation Agent

By: /s/ Brian Gross
Print Name: Brian Gross
Title: Authorized Signatory

Brookfield Place, 200 Vesey Street
New York, New York  10281-8098
Phone:  212/266-4047
Attention:  Brian Gross

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION,

Individually and as Documentation Agent

By: /s/ Curt M. Steiner
Name: Curt M. Steiner
Title: Senior Vice President

190 S. LaSalle St., 11 ^th Floor
Chicago, IL  60603
Telephone:  312/325-8756
Facsimile:  312/325-8853
Attention:  Curt M. Steiner

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

CITIZENS, N.A., Individually and as Documentation Agent

By: /s/ Kerri Colwell
Name: Kerri Colwell
Title: Senior Vice President

1215 Superior Avenue, OHS640
Cleveland, Ohio  44114
Telephone:  216-277-0200
Facsimile:  216-277-2647
Attention:  Kerri Colwell

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

THE BANK OF NOVA SCOTIA,
Individually and as Documentation Agent

By: /s/ Chad Hale
Print Name: Chad Hale
Title: Director and Execution Head

The Bank of Nova Scotia
40 King Street West, Floor 55
Toronto, ON  M5H 1H1 Canada
Phone:  416-350-1173
Facsimile:  416-350-1161
Attention:  Mr. Chad Hale

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

JPMORGAN CHASE BANK, N.A.

By: /s/ Amrish Desai
Name: Amrish Desai
Title: Vice President

383 Madison Avenue, Floor 24
New York, New York  10179
Phone:  212/622-8233
Facsimile:  212/270-2157
Attention:  Amrish Desai

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

THE BANK OF NEW YORK MELLON

By: /s/ Helga Blum
Print Name: Helga Blum
Title: Managing Director

225 Liberty Street
22 ^nd Floor
New York, New York  10286
Telephone:  212/635-7420
Facsimile:  212/635-7065
Attention:  Helga Blum

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

P NC BANK, NATIONAL ASSOCIATION,
Individually

By: /s/ Martin D. Rodriguez
Print Name: Martin D. Rodriguez
Title: Senior Vice President

1900 E. Ninth Street, 22 ^nd Floor
Cleveland, Ohio  44114
Phone:  216/222-6038
Facsimile:  216/222-6060
Attention:  Martin D. Rodridguez

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

REGIONS BANK

By: /s/ T. Barrett Vawter
Print Name: T. Barrett Vawter
Title: Vice President

1717 McKinney Avenue, Suite 1200

Dallas, TX 75202

Telephone: 469/608-2787

Facsimile: 469/608-2842

Attention: T. Barrett Vawter

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Hideo Notsu
Print Name: Hideo Notsu
Title: Managing Director

277 Park Avenue
New York, NY  10172
Phone:  212/224-4058
Facsimile:  212/224-4887
Attention:  Mr. Justin Kim

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

THE HUNTINGTON NATIONAL BANK

By: /s/ Marla S. Bergrin
Name: Marla S. Bergrin
Title: Vice-President

200 Public Square CM17
Cleveland, Ohio  44114
Telephone:  216/515-5647
Facsimile:  877/834-3517
Attention:  Marla S. Bergrin

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

CAPITAL ONE, NATIONAL ASSOCIATION

By: /s/ Ashish Tandon
Print Name: Ashish Tandon
Title: Director

1680 Capital One Drive
McLean, VA  22102
Phone:  703-720-6760
Facsimile:  703-720-2023
Attention:  Ashish Tandon
                  Vice President

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

GOLDMAN SACHS BANK USA

By: /s/ Ushma Dedhiya
Print Name: Ushma Dedhiya
Title: Authorized Signatory

c/o Goldman Sachs & Co.
30 Hudson Street

Jersey City, New Jersey  07302
Phone:  917/343-0804
Attention:  Ushma Dedhiya

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

WELLS FARGO BANK, N.A.

By: /s/ Brandon Barry
Name: Brandon Barry
Title: Vice-President

Wells Fargo Bank
10 S. Wacker Drive
32nd Floor
Chicago, IL  60606
Telephone:  (312) 827-1525
Facsimile:  (312) 782-0969
Attention:  Brandon Berry

With a copy to:

Doug Frazer

Loan Administrator
Wells Fargo Bank
301 S. College Street
4th Floor
Charlotte, NC  28202
Phone:  (704) 715-5747
Fax:  (704) 715-1289

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

CITICORP NORTH AMERICA, INC.

By: /s/ John C. Rowland
Print Name: John C. Rowland
Title: Vice President

388 Greenwich Street, 6th Floor
New York, New York  10013
Phone:  212/816-4947
Facsimile:  646/688-2052
Attention:  John C. Rowland

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ J. Patrick Daugherty
Name: J. Patrick Daugherty
Title: Vice President

First Tennessee Bank
701 Market Street 13 ^th Floor

Chattanooga, Tennessee  37402
Phone:  423/757-4233
Facsimile:  423/757-4040
Attention:  Patrick Daugherty

[Signatures Continued on Following Page]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

DEUTSCHE BANK TRUST COMPANY
AMERICAS, INC.

By: /s/ James Rolison
Print Name: James Rolison
Title: Managing Director

By: /s/ Darrell L. Gustafson
Print Name: Darrell L. Gustafson
Title: Managing Director

200 Crescent Court #550
Dallas, Texas  75201
Phone:  214/740-7906
Facsimile:  214/740-7910
Attention:  Justin Shull

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT]

Exhibit 10.4

DDR CORP.

RESTRICTED SHARE UNITS AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Restricted Share Units:	[# RSUs]
5.Purchase Price:	$0

Vesting Schedule: If you are then and have been continuously employed by the Company (subject to the terms of this Restricted Share Units Award Memorandum (the “Award Memorandum”), the attached Restricted Share Units Terms (the “Agreement”) and the Plan), the Restricted Share Units subject hereto (the “RSUs”) shall vest as follows:


Vesting Date	No. of RSUs Vesting

Additional provisions regarding the vesting of the RSUs, and other terms and conditions of the RSUs, are specified in the Agreement. Capitalized terms not defined in this 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 RSUs 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:

RESTRICTED SHARE UNITS TERMS

DDR Corp., an Ohio corporation (the “Company”), has granted to the Holder named in the Award Memorandum the number of RSUs set forth in the Award Memorandum effective as of Date of Grant specified in the Award Memorandum. Each RSU shall represent the right of the Holder to receive one Common Share subject to and upon these terms and conditions (the “Agreement”). The RSUs 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):

1. Vesting . Except as otherwise provided in Section 4, the RSUs will vest in accordance with the vesting schedule set forth in the Award Memorandum.

2. Purchase Price . The purchase price for the RSUs is set forth the Award Memorandum.

3. Transferability . The Holder may transfer RSUs prior to vesting, during his or her lifetime (a) to one or more members of such Holder’s family, (b) to one or more trusts for the benefit of one or more of such Holder’s family, or (c) to a partnership or partnerships of members of such Holder’s family, provided that no consideration is paid for the transfer and that the transfer would not result in the loss of any exemption under Rule 16b-3 of the Exchange Act with respect to the RSUs. The RSUs are also transferable by will or 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). The transferee of any RSUs will be subject to all restrictions, terms, and conditions applicable to the RSUs.

4. Termination of Employment . If the Holder’s employment by the Company or any Subsidiary terminates prior to all of the RSUs vesting, the unvested RSUs will vest or be forfeited as follows:

(a) Termination Without Cause or for Good Reason Other than Following a Change in Control . If the Holder’s employment with the Company or any Subsidiary is terminated by the Company or such Subsidiary without Cause or by the Holder for Good Reason, other than in the circumstances described in Section 4(b), the unvested RSUs shall continue to vest following such termination of employment to the same extent that the RSUs would vest had the Holder remained continuously employed by the Company through the last Vesting Date.

(b) Termination Without Cause, Termination for Good Reason or Absence on Leave Termination After a Change in Control . If, within two years following a Change in Control, the Holder’s employment with the Company or any Subsidiary is terminated by the Company or such Subsidiary without Cause, is terminated by the Holder for Good Reason, or is terminated due to an Absence on Leave Termination, the unvested RSUs shall become immediately and automatically vested. For purposes of this Section 4(b), “Absence on Leave Termination” means a separation from employment (within the meaning of Treasury Regulation section 1.409A-1(h)(1)) that would not constitute an interruption or termination of continuous employment under the Plan due to the absence on leave rule described in the Plan.

(c) Other Termination . Unless otherwise determined by the Committee in compliance with Section 409A of the Code, if the Holder’s employment with the Company or any Subsidiary terminates

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other than in the circumstances described in paragraphs (a) or (b) of this Section 4, any RSUs which are unvested at the time of termination will be forfeited upon termination.

5. Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(a) “Cause” shall have the meaning ascribed to such term in the Employment Agreement, dated as of March 2, 2017, by and between the Holder and the Company (including any successor agreement, the “Employment Agreement”).

(b) “Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

6. Form and Time of Payment of RSUs .

(a) Payment for the RSUs, after and to the extent they have become vested, shall be made in the form of Common Shares. Except as provided in Section 6(b) or 6(c), payment shall be made within 10 days following the date that the RSUs become vested pursuant to Section 1 or Section 4 hereof.

(b) If the RSUs become vested by reason of Holder’s employment with the Company or any Subsidiary being terminated by the Company or such Subsidiary without Cause, by the Holder for Good Reason, or due to an Absence on Leave Termination, within two years following the occurrence of a Change in Control as described in Section 4(d), and if either the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code or Holder’s termination of employment does not constitute a “separation from service” (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), then payment for the RSUs shall be made upon the earliest of (A) the Holder’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) within two years following the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (B) the date the RSUs would have become nonforfeitable under Section 1 had the Holder remained in continuous employment.

(c) If the RSUs become payable on the Holder’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Holder is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the first day of the seventh month after the date of the Holder’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Holder’s death.

(d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Holder at a time earlier than otherwise expressly provided in this Agreement.

(e) The Company’s obligations to the Holder with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

7. Dividend Equivalents; Voting and Other Rights .

(a) The Holder shall have no rights of ownership in the Common Shares underlying the RSUs and no right to vote the Common Shares underlying the RSUs until the date on which the Common Shares underlying the RSUs are issued or transferred to the Holder pursuant to Section 6 above.

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(b) From and after the Date of Grant and until the earlier of (i) the time when the RSUs become vested and are paid in accordance with Section 6 hereof or (ii) the time when the Holder’s right to receive Common Shares in payment of the RSUs is forfeited in accordance with Section 4 hereof, on the record date for the Company paying a cash dividend (if any) to holders of Common Shares generally, the Holder shall be entitled to a current cash payment equal to the value of the product of (x) the dollar amount of the cash dividend paid per Common Share on such date and (y) the total number of unpaid RSUs covered by this Agreement. Such dividend equivalents (if any) shall be paid in cash to the Holder on the date that the Company pays a cash dividend (if any) to holders of Common Shares generally.

(c) The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares in the future, and the rights of the Holder will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

8. 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 RSUs. The Holder and the Committee hereby agree that such tax obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of such taxes. Additionally, 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 RSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.

9. Deferral . The Holder may, in his or her sole discretion, with respect to this award of RSUs, elect to participate in any equity deferred compensation plan established by the Company, in which case such plan shall govern RSUs deferred.

10. Subject to the Plan . This Agreement is made and the RSUs 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 RSUs and the terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment under Section 12 of the Plan. 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.

11. Restrictive Covenants . In the event the Holder breaches any of the restrictive covenants set forth in the Employment Agreement while such restrictive covenants are in effect, the Holder will forfeit any right to the RSUs, to the extent the RSUs have not been paid pursuant to Section 6, as of the date of such breach.

12. 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 the provisions of Section 409A of the Code. This Agreement, the Award Memorandum and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder). Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other

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

13. Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that (a) no amendment shall adversely affect the rights of the Holder under this Agreement without the Holder’s written consent, and (b) the Holder’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code.

14. Securities Law Compliance .

(a) The Holder agrees that the Company may impose such restrictions on the Common Shares issuable pursuant to the RSUs as are deemed advisable by the Company, including, without limitation, restrictions relating to listing or trading requirements. The Holder further agrees that certificates representing the Common Shares issuable pursuant to the RSUs, if any, may bear such legends and statements as the Company shall deem appropriate or advisable to assure, among other things, compliance with applicable securities laws, rules and regulations.

(b) The Holder agrees that any Common Shares which the Holder may acquire by virtue of this Agreement may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by the Holder unless (i) a registration statement or post-effective amendment to a registration statement under the Securities Act of 1933, as amended, with respect to such Common Shares has become effective so as to permit the sale or other disposition of such Common Shares by the Holder, or (ii) there is presented to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or other proposed disposition of such Common Shares by the Holder may lawfully be made otherwise than pursuant to an effective registration statement or post-effective amendment to a registration statement relating to such Common Shares under the Securities Act of 1933, as amended.

15. Rights of the Holder . The grant of the RSUs 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 RSUs 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. The granting of the RSUs shall in and of itself not confer any right of the Holder to continue in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Holder’s employment at any time, subject to the terms of the Employment Agreement between the Company and the Holder.

16. Relation to Other Benefits . Any economic or other benefit to the Holder under this Agreement or the Plan shall 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 any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries.

17. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, except to the extent otherwise governed by Federal law.

18. Severability . If any provision of this Agreement or the Award Memorandum or the application of any provision hereof or thereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the Award Memorandum and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be

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invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.

19. Electronic Delivery . The Company may, in its sole discretion, deliver any documents related to the RSUs 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.

20. Successors and Assigns . Without limiting Section 3 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.

21. Acknowledgements . By accepting the RSUs, 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 RSUs 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 RSUs for his/her own account, for investment, and not with a view to or any present intention of selling or distributing the RSUs 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 RSUs will be made unless the RSUs 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.

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Exhibit 10.5

DDR CORP.

RESTRICTED SHARE UNITS AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Restricted Share Units:	[# RSUs]
5.Purchase Price:	$0


Vesting Date	No. of RSUs Vesting

ACCEPTANCE OF AWARD

I accept the RSUs 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:

RESTRICTED SHARE UNITS TERMS

1. Vesting . Except as otherwise provided in Section 4, the RSUs will vest in accordance with the vesting schedule set forth in the Award Memorandum.

2. Purchase Price . The purchase price for the RSUs is set forth the Award Memorandum.

4. Termination of Employment or Disability . If the Holder becomes Disabled (as defined below) or the Holder’s employment by the Company or any Subsidiary terminates prior to all of the RSUs vesting, the unvested RSUs will vest or be forfeited as follows:

(a) Termination by Death . If the Holder’s employment with the Company or any Subsidiary terminates by reason of death, all unvested RSUs shall vest on the date of death.

(b) Disability . If the Holder becomes Disabled, all unvested RSUs shall vest on the date the Holder becomes Disabled. The Holder will be considered “Disabled” 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.

(c) Termination Without Cause or for Good Reason Other than Following a Change in Control . If the Holder’s employment with the Company or any Subsidiary is terminated by the Company or such Subsidiary without Cause or by the Holder for Good Reason, other than in the circumstances described in Section 4(d), the unvested RSUs shall continue to vest following such termination of employment to the same extent that the RSUs would vest had the Holder remained continuously employed by the Company through the last Vesting Date or the occurrence of a circumstance referenced in Section 4(a) or Section 4(b), whichever occurs first.

(d) Termination Without Cause, Termination for Good Reason or Absence on Leave Termination After a Change in Control . If, within two years following a Change in Control, the Holder’s employment with the Company or any Subsidiary is terminated by the Company or such Subsidiary

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without Cause, is terminated by the Holder for Good Reason, or is terminated due to an Absence on Leave Termination, the unvested RSUs shall become immediately and automatically vested. For purposes of this Section 4(d), “Absence on Leave Termination” means a separation from employment (within the meaning of Treasury Regulation section 1.409A-1(h)(1)) that would not constitute an interruption or termination of continuous employment under the Plan due to the absence on leave rule described in the Plan.

(e) Other Termination . Unless otherwise determined by the Committee in compliance with Section 409A of the Code, if the Holder’s employment with the Company or any Subsidiary terminates other than in the circumstances described in paragraphs (a), (c) or (d) of this Section 4 and prior to becoming Disabled, any RSUs which are unvested at the time of termination will be forfeited upon termination.

5. Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(b) “Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

6. Form and Time of Payment of RSUs .

(b) If the RSUs become vested by reason of Holder’s employment with the Company or any Subsidiary being terminated by the Company or such Subsidiary without Cause, by the Holder for Good Reason, or due to an Absence on Leave Termination, within two years following the occurrence of a Change in Control as described in Section 4(d), and if either the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code or Holder’s termination of employment does not constitute a “separation from service” (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), then payment for the RSUs shall be made upon the earliest of (A) the Holder’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) within two years following the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, (B) the date the RSUs would have become nonforfeitable under Section 1 had the Holder remained in continuous employment, (C) the Holder’s death, or (D) the Holder’s becoming Disabled.

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(e) The Company’s obligations to the Holder with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

7. Dividend Equivalents; Voting and Other Rights .

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14. Securities Law Compliance .

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17. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, except to the extent otherwise governed by Federal law.

21. Acknowledgements . By accepting the RSUs, 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 RSUs granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement;

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Exhibit 10.6

DDR CORP.

PERFORMANCE SHARES AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Performance Shares:	[# PERFORMANCE SHARES]
5.Purchase Price:	$0
6.Performance Period	March 1, 2017 through February 28, 2018 (the “Performance Period”)

Additional provisions regarding the earning and payment of the Performance Shares subject hereto (the “Performance Shares”), and other terms and conditions of the Performance Shares, are specified in the attached Performance Shares Terms (the “Agreement”). Capitalized terms not defined in this 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 Performance Shares 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 SHARES TERMS

DDR Corp., an Ohio corporation (the “Company”), has granted to the Holder named in the Award Memorandum the number of Performance Shares 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 Performance Shares as described in the Statement of Management Objectives. Each Performance Share 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 Performance Shares 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 Performance Shares . The Performance Shares will become payable in accordance with the provisions of Section 6 of this Agreement if the Holder’s right to receive payment for the Performance Shares becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement.

Performance Shares Not Transferrable . Subject to Section 16 of the Plan, neither the Performance Shares evidenced hereby nor any interest therein or in the Common Shares underlying such Performance Shares 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 Performance Shares .

(a)

Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the Performance Shares 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 Performance Shares for the Performance Period specified in the Award Memorandum 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.

(b)

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 Performance Shares . 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 Performance Shares under the following circumstances (to the extent the Performance Shares have not been forfeited or previously Vested):

(a)

Certain Qualifying Terminations : If the Holder’s employment with the Company or any Subsidiary terminates due to termination by the Company or any

Subsidiary without Cause or termination by the Holder for Good Reason, then, on the date of such termination of employment (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the Performance Shares 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 the number of Performance Shares earned in accordance with Section 4(a)(i). Performance Shares that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement.

(b)

Change in Control .

(i)

If at any time before the Performance Shares have Vested or been forfeited, and while the Holder is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then, except to the extent that a Replacement Award is provided to the Holder in accordance with Section 4(b)(ii) to continue, replace or assume the Performance Shares covered by this Agreement (the “Replaced Award”), on the date of such Change in Control (notwithstanding anything in the Statement of Management Objectives to the contrary): (A) the Performance Shares 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 Change in Control; and (B) the Holder will Vest in the number of Performance Shares earned in accordance with Section 4(b)(i)(A). Performance Shares that Vest in accordance with this Section 4(b)(i) will be paid as provided for in Section 6 of this Agreement.

(ii)

For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance shares), (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Holder holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Holder under the Code are not less favorable to such Holder than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Holder holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply for certain qualifying terminations as set forth in Section 4(a) or in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its reasonable sole discretion.

(iii)

If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Performance Shares that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.

Forfeiture of Performance Shares . Any Performance Shares 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 Performance Shares . Subject to Section 5, payment for the Performance Shares (to the extent Vested) will be made in Common Shares no later than May 15, 2018 .

Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(a)

“Cause” shall have the meaning ascribed to such term in the Employment Agreement.

(b)

“Employment Agreement” means the Employment Agreement, dated as of March 2, 2017, by and between the Holder and the Company (including any successor agreement).

(c)

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

Payment of Dividend Equivalents . With respect to each of the Performance Shares 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 Performance Shares pursuant to Section 6 hereof or at the time when the Performance Shares 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 Performance Shares 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.

10.

Restrictive Covenants . In the event the Holder breaches any of the restrictive covenants set forth in the Employment Agreement while such restrictive covenants are in effect, the Holder will forfeit any right to the Performance Shares, to the extent the Performance Shares have not been paid pursuant to Section 6, as of the date of such breach.

11.

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.

12.

Adjustments . Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of Performance Shares or kind of shares of stock or other securities underlying the Performance Shares covered by this Agreement, or in the other terms and conditions of the Performance Shares, 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.

13.

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 Performance Shares. The Holder and the Committee hereby agree that such tax obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of such taxes. Additionally, 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 Performance Shares so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.

14.

No Right to Future Awards or Continued Employment . The grant of the Performance Shares 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 Performance Shares 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 the Employment Agreement.

15.

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.

16.

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.

17.

Subject to Plan . This Agreement is made and the Performance Shares 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.

18.

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.

19.

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

20.

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.

21.

Electronic Delivery . The Company may, in its sole discretion, deliver any documents related to the Performance Shares 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.

22.

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.

23.

Acknowledgements . By accepting the Performance Shares, 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 Performance Shares 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 Performance Shares for his/her own account, for investment, and not with a view to or any present intention of selling or distributing the Performance Shares 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 Performance Shares will be made unless the Performance Shares 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 Performance Shares granted to the Holder on the Date of Grant and applies with respect to the Performance Shares Terms (the “Agreement”) and the 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 the following entities: Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Ramco-Gershenson Properties Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., Urban Edge Properties, and Weingarten Realty Investors. 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 the closing price on the trading day immediately prior to the first day of the Performance Period on the principal stock exchange on which the stock then traded and the ending stock price will be based on the closing price on the last day of the Performance Period on the principal stock exchange on which the stock then trades.

2.	RTSR Performance Matrix .

From 0% to 200% of the Performance Shares will be earned based on achievement of RTSR during the Performance Period as follows:


Performance Level	RTSR	Performance Shares Earned
Below Threshold	Below 33 ^rd percentile	0%
Threshold	33 ^rd percentile	50%
Target	55 ^th percentile	100%
Maximum	70 ^th percentile or above	200%

Number of Performance Shares 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 Performance Shares that shall become Vested hereunder and under the Agreement on the basis of the following, subject to Section 4 of this Statement of Management Objectives:

(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 Performance Shares 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, 50% of the Performance Shares (rounded up to the nearest whole number of Performance Shares) 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 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the Performance Shares (rounded up to the nearest whole number of Performance Shares) 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, 100% of the Performance Shares 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 100% and 200% (determined on the basis of straight-line mathematical interpolation) of the Performance Shares (rounded up to the nearest whole number of Performance Shares) 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, 200% of the Performance Shares (rounded up to the nearest whole number of Performance Shares) shall become Vested.

Absolute TSR Modifier . Notwithstanding anything in this Statement of Management Objectives to the contrary, the number of Performance Shares that become Vested pursuant to Section 3 of this Statement of Management Objectives will be reduced by one third (1/3) in the event that the Company’s Total Shareholder Return for the Performance Period is negative.

Exhibit 10.7

DDR CORP.

PERFORMANCE SHARES AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Performance Shares:	[# PERFORMANCE SHARES]
5.Purchase Price:	$0
6.Performance Period	March 1, 2017 through February 28, 2018 (the “Performance Period”)

ACCEPTANCE OF AWARD

DDR CORP., an Ohio corporation HOLDER

By: _________________________ __________________________

Name: Name:

Title:

PERFORMANCE SHARES TERMS

Vesting of Performance Shares .

(a)

(b)

(a)

Certain Qualifying Terminations : If the Holder’s employment with the Company or any Subsidiary terminates due to death, termination by the Company or any

Subsidiary due to Disability, termination by the Company or any Subsidiary without Cause or termination by the Holder for Good Reason, then, on the date of such termination of employment (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the Performance Shares 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 the number of Performance Shares earned in accordance with Section 4(a)(i). Performance Shares that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement.

(b)

Change in Control .

(i)

(ii)

(iii)

Form and Time of Payment of Performance Shares . Subject to Section 5, payment for the Performance Shares (to the extent Vested) will be made in Common Shares no later than May 15, 2018 .

Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(a)

“Cause” shall have the meaning ascribed to such term in the Employment Agreement.

(b)

“Disability” shall have the meaning ascribed to the term “Total Disability” in the Employment Agreement.

(c)

“Employment Agreement” means the Employment Agreement, dated as of March 2, 2017, by and between the Holder and the Company (including any successor agreement).

(d)

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

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.

10.

11.

12.

13.

14.

15.

amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

16.

17.

18.

19.

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

20.

21.

22.

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.

23.

Acknowledgements . By accepting the Performance Shares, 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 Performance Shares granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement;

(c)

(d)

Statement of Management Objectives

1.	Definitions . For purposes hereof:

(a)

(b)

(c)

2.	RTSR Performance Matrix .

From 0% to 200% of the Performance Shares will be earned based on achievement of RTSR during the Performance Period as follows:


Performance Level	RTSR	Performance Shares Earned
Below Threshold	Below 33 ^rd percentile	0%
Threshold	33 ^rd percentile	50%
Target	55 ^th percentile	100%
Maximum	70 ^th percentile or above	200%

(a)

(b)

(c)

(d)

(e)

(f)

Exhibit 10.8

DDR CORP.

PERFORMANCE-BASED RESTRICTED SHARE UNITS AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Performance-Based Restricted Share Units:	[# PERFORMANCE-BASED RSUS]
5.Purchase Price:	$0
6.Performance Period	[PERFORMANCE PERIOD] (the “Performance Period”)

Additional provisions regarding the earning and payment of the performance-based Restricted Share Units subject hereto (the “PRSUs”), and other terms and conditions of the PRSUs, are specified in the attached Performance-Based Restricted Share Units Terms (the “Agreement”). Capitalized terms not defined in this Performance-Based Restricted Share Units 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 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 TERMS

DDR Corp., an Ohio corporation (the “Company”), has granted to the Holder named in the Award Memorandum the number of PRSUs 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 as described in the Statement of Management Objectives. Each PRSU 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 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 . The PRSUs 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 becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement.

PRSUs Not Transferrable . Subject to Section 16 of the Plan, neither the PRSUs evidenced hereby nor any interest therein or in the Common Shares underlying such PRSUs 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 .

(a)

Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the PRSUs 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 for the Performance Period specified in the Award Memorandum 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.

(b)

Alternative Vesting of PRSUs . 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 under the following circumstances (to the extent the PRSUs have not been forfeited or previously Vested):

(a)

Certain Qualifying Terminations : If the Holder’s employment with the Company or any Subsidiary terminates due to termination by the Company or any

Subsidiary without Cause or termination by the Holder for Good Reason, then, on the date of such termination of employment (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the PRSUs 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 the number of PRSUs earned in accordance with Section 4(a)(i). PRSUs that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement.

(b)

Change in Control .

(i)

If at any time before the PRSUs have Vested or been forfeited, and while the Holder is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then, except to the extent that a Replacement Award is provided to the Holder in accordance with Section 4(b)(ii) to continue, replace or assume the PRSUs covered by this Agreement (the “Replaced Award”), on the date of such Change in Control (notwithstanding anything in the Statement of Management Objectives to the contrary): (A) the PRSUs 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 Change in Control; and (B) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(b)(i)(A). PRSUs that Vest in accordance with this Section 4(b)(i) will be paid as provided for in Section 6 of this Agreement.

(ii)

For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance-based restricted stock units), (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Holder holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Holder under the Code are not less favorable to such Holder than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Holder holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply for certain qualifying terminations as set forth in Section 4(a) or in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its reasonable sole discretion.

(iii)

If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding PRSUs that at the time of the

Change in Control are not subject to a "substantial risk of forfeiture" (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.

(c)

Certain Other Terminations . If the Holder’s employment with the Company or any Subsidiary terminates for any reason following the expiration of the “Contract Period” provided for under the Employment Agreement (as the same may be extended from time to time), other than a termination due to death or disability (as reasonably determined in good faith by the Committee) or a termination by the Company or a Subsidiary for Cause, and Sections 4(a) and 4(b) are not applicable, then (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives for the entire original Performance Period determined in accordance with Section 3(a); and (ii) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(c)(i). PRSUs that Vest in accordance with this Section 4(c) will be paid as provided for in Section 6 of this Agreement.

Forfeiture of PRSUs . Any PRSUs 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 . Subject to Section 5, the PRSUs (to the extent Vested) will be payable in Common Shares as follows:

(a)

Except as otherwise provided in Section 6(b) or 6(c), payment for Vested PRSUs will be made no later than May 15, 2019.

(b)

In the event that PRSUs Vest as provided in Section 4(a), payment for Vested PRSUs will be made no later than March 15 of the calendar year immediately following the calendar year in which the Holder’s employment terminates pursuant to Section 4(a).

(c)

In the event that PRSUs Vest as provided in Section 4(b)(i) or 4(b)(iii), payment for Vested PRSUs will be made no later than March 15 of the calendar year immediately following the calendar year in which the Change in Control occurs.

Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(a)

“Cause” shall have the meaning ascribed to such term in the Employment Agreement.

(b)

“Employment Agreement” means the Employment Agreement, dated as of March 2, 2017, by and between the Holder and the Company (including any successor agreement).

(c)

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

Payment of Dividend Equivalents . With respect to each of the PRSUs 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 pursuant to Section 6 hereof or at the time when the PRSUs 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 for which the dividend equivalents were credited, based on the Market Value per Share on the trading day immediately preceding the date of payment.

10.

Restrictive Covenants . In the event the Holder breaches any of the restrictive covenants set forth in the Employment Agreement while such restrictive covenants are in effect, the Holder will forfeit any right to the PRSUs, to the extent the PRSUs have not been paid pursuant to Section 6, as of the date of such breach.

11.

12.

Adjustments . Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of PRSUs or kind of shares of stock or other securities underlying the PRSUs covered by this Agreement, or in the other terms and conditions of the PRSUs, 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.

13.

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. The Holder and the Committee hereby agree that such tax obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of such taxes. Additionally, 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 P RSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.

14.

No Right to Future Awards or Continued Employment . The grant of the PRSUs 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 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 the Employment Agreement.

15.

16.

17.

Subject to Plan . This Agreement is made and the PRSUs 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.

18.

19.

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

20.

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.

21.

Electronic Delivery . The Company may, in its sole discretion, deliver any documents related to the PRSUs 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.

22.

23.

Acknowledgements . By accepting the PRSUs, 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 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 for his/her own account, for investment, and not with a view to or any present intention of selling or distributing the PRSUs 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 will be made unless the PRSUs 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 granted to the Holder on the Date of Grant and applies with respect to the Performance-Based Restricted Share Units Terms (the “Agreement”) and the Performance-Based Restricted Share Units 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)

(b)

(c)

2.	RTSR Performance Matrix .

From 0% to 200% of the PRSUs will be earned based on achievement of RTSR during the Performance Period as follows:


Performance Level	RTSR	PRSUs Earned
Below Threshold	Below 33 ^rd percentile	0%
Threshold	33 ^rd percentile	50%
Target	55 ^th percentile	100%
Maximum	70 ^th percentile or above	200%

Number of PRSUs 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 that shall become Vested hereunder and under the Agreement on the basis of the following, subject to Section 4 of this Statement of Management Objectives:

(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 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, 50% of the PRSUs (rounded up to the nearest whole number of PRSUs) 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 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) 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, 100% of the PRSUs 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 100% and 200% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) 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, 200% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested.

Absolute TSR Modifier . Notwithstanding anything in this Statement of Management Objectives to the contrary, the number of PRSUs that become Vested pursuant to Section 3 of this Statement of Management Objectives will be reduced by one third (1/3) in the event that the Company’s Total Shareholder Return for the Performance Period is negative.

Exhibit 10.9

DDR CORP.

PERFORMANCE-BASED RESTRICTED SHARE UNITS AWARD MEMORANDUM


1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	March 2, 2017 (the “Date of Grant”)
4.Number of Performance-Based Restricted Share Units:	[# PERFORMANCE-BASED RSUS]
5.Purchase Price:	$0
6.Performance Period	[PERFORMANCE PERIOD] (the “Performance Period”)

ACCEPTANCE OF AWARD

I accept the PRSUs 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 TERMS

Vesting of PRSUs .

(a)

(b)

(a)

Certain Qualifying Terminations : If the Holder’s employment with the Company or any Subsidiary terminates due to death, termination by the Company or any

Subsidiary due to Disability, termination by the Company or any Subsidiary without Cause or termination by the Holder for Good Reason, then, on the date of such termination of employment (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the PRSUs 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 the number of PRSUs earned in accordance with Section 4(a)(i). PRSUs that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement.

(b)

Change in Control .

(i)

(ii)

(iii)

If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding PRSUs that at the time of the

Change in Control are not subject to a "substantial risk of forfeiture" (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.

(c)

Certain Other Terminations . If the Holder’s employment with the Company or any Subsidiary terminates for any reason following the expiration of the “Contract Period” provided for under the Employment Agreement (as the same may be extended from time to time), other than a termination by the Company or a Subsidiary for Cause, and Sections 4(a) and 4(b) are not applicable, then (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives for the entire original Performance Period determined in accordance with Section 3(a); and (ii) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(c)(i). PRSUs that Vest in accordance with this Section 4(c) will be paid as provided for in Section 6 of this Agreement.

Form and Time of Payment of PRSUs . Subject to Section 5, the PRSUs (to the extent Vested) will be payable in Common Shares as follows:

(a)

Except as otherwise provided in Section 6(b) or 6(c), payment for Vested PRSUs will be made no later than May 15, 2019.

(b)

(c)

Certain Defined Terms . For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions:

(a)

“Cause” shall have the meaning ascribed to such term in the Employment Agreement.

(b)

“Disability” shall have the meaning ascribed to the term “Total Disability” in the Employment Agreement.

(c)

“Employment Agreement” means the Employment Agreement, dated as of March 2, 2017, by and between the Holder and the Company (including any successor agreement).

(d)

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

10.

Restrictive Covenants . In the event the Holder breaches any of the restrictive covenants set forth in the Employment Agreement while such restrictive covenants are in effect, the Holder will forfeit any right to the PRSUs, to the extent the PRSUs have not been paid pursuant to Section 6, as of the date of such breach.

11.

12.

13.

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 P RSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.

14.

15.

16.

17.

18.

19.

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

20.

21.

22.

23.

Acknowledgements . By accepting the PRSUs, 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 granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement;

(c)

(d)

Statement of Management Objectives

1.	Definitions . For purposes hereof:

(a)

(b)

(c)

2.	RTSR Performance Matrix .

From 0% to 200% of the PRSUs will be earned based on achievement of RTSR during the Performance Period as follows:


Performance Level	RTSR	PRSUs Earned
Below Threshold	Below 33 ^rd percentile	0%
Threshold	33 ^rd percentile	50%
Target	55 ^th percentile	100%
Maximum	70 ^th percentile or above	200%

(a)

(b)

(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 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) 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, 100% of the PRSUs 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 100% and 200% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) 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, 200% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested.

Exhibit 31.1

CERTIFICATIONS

I, David R. Lukes, 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.

May 4, 2017
Date

	/s/ David R. Lukes
	David R. Lukes
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Matthew L. Ostrower, 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.

May 4, 2017
Date

	/s/ Matthew L. Ostrower
	Matthew L. Ostrower
	Executive Vice President and Chief Financial Officer

Exhibit 32.1

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

I, David R. Lukes, 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 March 31, 2017, 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/ David R. Lukes

David R. Lukes

President and Chief Executive Officer

May 4, 2017

Exhibit 32.2

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

I, Matthew L. Ostrower, Executive Vice President and Chief Financial 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/ Matthew L. Ostrower

Matthew L. Ostrower

Executive Vice President and Chief Financial Officer

May 4, 2017