7.	FINANCIAL INSTRUMENTS

Measurement of Fair Value

At March 31, 2014, the Company used pay-fixed interest rate swaps to manage its exposure to changes in benchmark interest rates (the “Swaps”). The estimated fair values were determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivatives fell within Level 2 of the fair value hierarchy.

Items Measured at Fair Value on a Recurring Basis

The Company maintains interest rate swap agreements (included in Other Assets and Other Liabilities) and marketable securities (included in Other Assets), which include investments in the Company’s elective deferred compensation plan and investments in securities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013. The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
Assets (Liabilities):	Level 1		Level 2			Level 3		Total
March 31, 2014
Derivative Financial Instruments	$	—	$	(3.4	)	$	—	$	(3.4	)
Marketable Securities	$	6.6	$	—		$	—	$	6.6
December 31, 2013
Derivative Financial Instruments	$	—	$	(3.2	)	$	—	$	(3.2	)
Marketable Securities	$	7.4	$	—		$	—	$	7.4

The unrealized loss of $0.2 million included in other comprehensive income (loss) (“OCI”) is attributable to the net change in fair value during the three-month period ended March 31, 2014, related to derivative financial instruments, none of which were reported in the Company’s condensed consolidated statements of operations because the Swaps are documented and qualify as hedging instruments.

Other Fair Value Instruments

Investments in unconsolidated joint ventures are considered financial assets. See discussion of related fair value considerations in Note 11.

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

The carrying amounts reported in the consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities. The Company’s marketable equity securities have been classified as available-for-sale and are recorded at fair value.

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis, in which the Company used 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 $149.3 million and $148.2 million at March 31, 2014 and December 31, 2013, respectively, as compared to the carrying amounts of $146.4 million and $145.5 million, respectively. The carrying value of the TIF bonds, which was $5.1 million at both March 31, 2014 and December 31, 2013, approximated their fair value.

Debt

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

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

Debt instruments at March 31, 2014 and December 31, 2013, with carrying values that are different than estimated fair values, are summarized as follows (in thousands):

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior notes	$	2,757,007	$	3,027,362	$	2,754,120	$	2,991,698
Revolving Credit Facilities and term loans		778,318		787,262		779,133		787,772
Mortgage indebtedness		1,708,591		1,740,169		1,761,421		1,779,375
	$	5,243,916	$	5,554,793	$	5,294,674	$	5,558,845

Risk Management Objective of Using Derivatives

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

The Company has interests in consolidated joint ventures that own real estate assets in Canada and Russia. The net assets of these subsidiaries are exposed to volatility in currency exchange rates. The Company uses non-derivative financial instruments to economically hedge a portion of this exposure. The Company manages its currency exposure related to the net assets of its Canadian and European subsidiaries through foreign currency-denominated debt agreements.

Cash Flow Hedges of Interest Rate Risk

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

As of March 31, 2014 and December 31, 2013, the notional amount of the Swaps was $631.1 million and $631.4 million, respectively. The following table discloses certain information regarding the Company’s 10 outstanding interest rate swaps (not including the specified spreads), as well as their classification on the condensed consolidated balance sheets, as of March 31, 2014 and December 31, 2013 (in millions):

Maturity Date	Aggregate Notional Amount		Counterparty Pays Variable Rate		DDR Pays Fixed Rate			Fair Value
Maturity Date	Aggregate Notional Amount		Counterparty Pays Variable Rate		DDR Pays Fixed Rate			March 31, 2014					December 31, 2013
								Asset		Liability			Asset		Liability
June 2014	$	100.0		1 Month LIBOR		1.0	%	$	—	$	(0.2	)	$	—	$	(0.4	)
June 2015	$	50.0		1 Month LIBOR		0.6	%		—		(0.2	)		—		(0.2	)
July 2015	$	100.0		1 Month LIBOR		0.5	%		—		(0.4	)		—		(0.4	)
September 2017	$	81.1		1 Month LIBOR		2.8	%		—		(4.7	)		—		(5.0	)
January 2018	$	100.0		1 Month LIBOR		0.9	%		1.3		—			1.4		—
February 2019	$	100.0		1 Month LIBOR		1.6	%		0.2		—			0.5		—
February 2019	$	100.0		1 Month LIBOR		1.5	%		0.6		—			0.9		—
Other Assets								$	2.1		N/A		$	2.8		N/A
Accounts Payable									N/A	$	(5.5	)		N/A	$	(6.0	)

All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects that within the next 12 months it will reflect an increase to interest expense (and a corresponding decrease to earnings) of approximately $6.6 million, which includes amortization of previously settled interest rate contracts.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2014, such derivatives were used to hedge the forecasted variable cash flows associated with existing or probable future obligations. The ineffective portion of the change in the fair value of derivatives is recognized directly in earnings. During the three-month periods ended March 31, 2014 and 2013, the amount of hedge ineffectiveness recorded was not material.

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

Credit Risk-Related Contingent Features

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

Net Investment Hedges

The Company is exposed to foreign exchange risk from its consolidated and unconsolidated international investments. The Company has foreign currency-denominated debt agreements that expose the Company to fluctuations in foreign exchange rates. The Company has designated these foreign currency borrowings as a hedge of its net investment in its Canadian and European subsidiaries. Changes in the spot rate value are recorded as adjustments to the debt balance with offsetting unrealized gains and losses recorded in OCI. Because the notional amount of the non-derivative instrument substantially matches the portion of the net investment designated as being hedged, and the non-derivative instrument is denominated in the functional currency of the hedged net investment, the hedge ineffectiveness recognized in earnings is not material.

Effect on Net Income (Loss) and OCI

The effect of the Company’s cash flow hedges and net investment hedge instruments on net loss and OCI is as follows (in millions):

						Location of Gain (Loss) Reclassified from Accumulated OCI (Effective Portion)
	Amount of Gain (Loss) Recognized in OCI (Effective Portion)							Amount of Gain (Loss) Reclassified from Accumulated OCI (Effective Portion)
	Three-Month Periods Ended March 31,							Three-Month Periods Ended March 31,
	2014			2013				2014			2013
Cash flow hedges:
Interest rate contracts	$	(0.2	)	$	1.8		Interest Expense	$	(0.1	)	$	(0.1	)
Net investment hedges:
Euro-denominated	$	—		$	0.1			$	—		$	—
Canadian dollar-denominated		0.8			0.4				—			—
Total	$	0.8		$	0.5			$	—			—