EX-10.14

Exhibit 10.14

DDR CORP.

RESTRICTED SHARE UNITS AWARD MEMORANDUM

1.Holder:	Thomas F. August (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	December 1, 2016 (the “Date of Grant”)
4.Number of Restricted Share Units:	107,100
5.Purchase Price:	$0

6. 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:

• 14,875 RSUs shall vest at the end of the Date of Grant; and

• 92,225RSUs shall vest in 31 equal monthly installments beginning on January 1, 2017 and ending on July 1, 2019.

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: /s/ David E. Weiss   Name:  David E. Weiss Title:  Executive Vice President	/s/ Thomas F. August   Name:  Thomas F. August

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; Change in Control.   If the Holder’s employment by the Company or any Subsidiary terminates and/or a Change in Control occurs prior to all of the RSUs vesting, the unvested RSUs will vest or be forfeited as follows:

(a)Certain Qualifying Terminations.  If the Holder’s employment with the Company or any Subsidiary terminates due to death, termination by the Company due to Disability, termination by the Company or a Subsidiary without Cause, or termination by the Holder for Good Reason, then all unvested RSUs shall vest on the date of such termination of employment.

(b)Change in Control.  

(i)If at any time before all of the RSUs have vested or been forfeited, and while the Holder is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then any unvested RSUs will become vested on the date of the Change in Control, 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 RSUs covered by this Agreement (the “Replaced Award”).

(ii)For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units that vest on a monthly basis) as the Replaced Award, (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

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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.  Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied.  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 RSUs 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)Other Termination.  Unless otherwise determined by the Committee (subject to Section 10 of this Agreement), if the Holder’s employment with the Company or any Subsidiary terminates other than in the circumstances described in paragraph (a) 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 December 1, 2016, by and between the Holder and the Company (including any successor agreement, the “Employment Agreement”).

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

(c)“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.  Payment shall be made within 10 days following the date that the RSUs become vested pursuant to Section 1 or Section 4 hereof.

(b)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.

(c)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.

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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.

(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 (a “Cash Dividend”), the Holder shall become entitled to cash per RSU equal to the amount of such Cash Dividend.  Such dividend equivalents (if any) shall be paid in cash to the Holder on the date that the Company pays the related Cash Dividend to holders of Common Shares generally.  Further, as soon as practicable following the Date of Grant, the Holder shall be paid cash per RSU equal to the amount of any Cash Dividend for which the record date was on or after July 8, 2016 but prior to the Date of Grant.

(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.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.

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 RSUs, to the extent the RSUs have not been paid pursuant to Section 6, as of the date of such breach.

11.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.  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 be comply with or be exempt from Section 409A of the Code shall have no force or effect until amended to

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

12.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 exemption from or compliance with Section 409A of the Code.

13.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.

14.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.

15.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.

16.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.

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

18.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.

19.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.

20.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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EX-10.15

Exhibit 10.15

DDR CORP.

RESTRICTED SHARE UNITS AWARD MEMORANDUM

1.Holder:	[PARTICIPANT NAME] (the “Holder”)
2.Plan:	[PLAN NAME] (the “Plan”)
3.Date of Grant:	[GRANT DATE] (the “Date of Grant”)
4.Number of Restricted Share Units:	[# RSUs]
5.Purchase Price:	$[__]

6. 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:   Title:	Name:

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 or Disability.   If the Holder becomes Disabled (as defined below) or 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 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, 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.  For purposes of this Section 4(c) and Section 4(d), “Cause” is used as defined in the Holder’s employment, change in control or similar agreement with the Company or any Subsidiary (an “Individual Agreement”), if any, or if there is no Holder’s Individual Agreement or if it does not define Cause, the term “Cause” shall mean: (i) conviction of the Holder for committing a felony under federal law or in the law of the state in which such action occurred; (ii) dishonesty in the course of fulfilling the Holder’s employment

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duties; (iii) willful and deliberate failure on the part of the Holder to perform the Holder’s employment duties in any material respect; or (iv) prior to a Change in Control (as hereinafter defined), such other events as shall be determined by the Committee. The Committee shall, unless otherwise provided in the Holder’s Individual Agreement, have the sole discretion to determine whether Cause exists for purposes of this Section 4(c) or Section 4(d), and its determination shall be final.

(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 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), “Good Reason” is used as defined in the Holder’s Individual Agreement, if any, or if there is no Holder’s Individual Agreement or if it does not define Good Reason, the term “Good Reason” shall mean: (i) a material reduction in the nature or scope of the responsibilities, authorities or duties of the Holder attached to the Holder’s position held immediately prior to the Change in Control; (ii) a change of more than 50 miles in the location of the Holder’s principal office immediately prior to the Change in Control; or (iii) a material reduction in the Holder’s remuneration upon or after the Change in Control; provided, that no later than 90 days following an event constituting Good Reason the Holder gives notice to the Company or its successor following the Change in Control of the occurrence of such event and such entity fails to cure the event within 30 days following the receipt of such notice.  The Committee shall, unless otherwise provided in the Holder’s Individual Agreement, have the sole discretion to determine whether Good Reason exists for purposes of this Section 4(d), and its determination shall be final.  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.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 5(b) or 5(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, (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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(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.

6.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 5 above.

(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 5 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.

7.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.

8.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.

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9.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.

10.Restrictive Covenants.  In the event the Holder breaches any of the restrictive covenants set forth in the Holder’s Individual Agreement (if any) while such restrictive covenants are in effect, the Holder will forfeit any right to the RSUs, to the extent the RSUs have not been paid pursuant to Section 5, as of the date of such breach.

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

12.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.

13.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.

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14.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 any Individual Agreement between the Company and the Holder.

15.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.

16Governing 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.

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

18.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.

19.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.

20.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

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(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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EX-10.18

Exhibit 10.18

DDR CORP.

PERFORMANCE-BASED RESTRICTED SHARE UNITS AWARD MEMORANDUM

1.Holder:	Thomas F. August (the “Holder”)
2.Plan:	DDR Corp. 2012 Equity and Incentive Compensation Plan (the “Plan”)
3.Date of Grant:	December 1, 2016 (the “Date of Grant”)
4.Number of Performance-Based Restricted Share Units:	198,808
5.Purchase Price:	$0
6.Performance Period	July 8, 2016 through July 7, 2019 (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: /s/ David E. Weiss   Name:  David E. Weiss Title:  Executive Vice President	/s/ Thomas F. August   Name:  Thomas F. August

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):

1. 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.

2. 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).

3. 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) 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.

4. 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 death, termination by the Company due to

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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) 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 the Holder will Vest in the “target” number of PRSUs set forth in the Statement of Management Objectives on the date of the Change in Control, 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”).

(ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of time-based restricted stock units that generally vest in full on July 7, 2019, (B) that has a value at least equal to the value of the number of PRSUs that would have been earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a) if the Performance Period had ended on the date of the Change in Control, (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), subject to any amendments that the Committee may reasonably determine are necessary to reflect the replacement of the PRSUs with a time-based award.  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

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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.

5. 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).

6. 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 March 15, 2020.

(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.

7. 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 December 1, 2016, by and between the Holder and the Company (including any successor agreement, the “Employment Agreement”).

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

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

8. 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 that have a record date that occurs during the period beginning on July 8, 2016 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.

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9. 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 PRSUs, to the extent the PRSUs 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 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 PRSUs 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.

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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 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. 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 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

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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 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.

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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) “Peer Group” means the following entities:  Acadia Realty Trust, Brixmor Property Group Inc., Cedar Realty Trust, Inc., Equity One, Inc., Federal Realty Investment Trust, Inland Real Estate Corporation, Kimco Realty Corporation, Kite Realty Group Trust, Ramco-Gershenson Properties Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Saul Centers, Inc., Urstadt Biddle Properties Inc., 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 July 7, 2016 on the principal stock exchange on which the stock then traded and the ending stock price will be based on the closing price on July 7, 2019 on the principal stock exchange on which the stock then trades.

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 40th percentile	0%
Threshold	40th percentile	50%
Target	60th percentile	100%
Maximum	80th percentile or above	200%

3. 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.

4. 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.

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EX-10.32

Exhibit 10.32

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of December 1, 2016, is by and between DDR Corp., an Ohio corporation (“DDR” or the “Company”), and Thomas F. August (“Executive”).

The Board of Directors of DDR (the “Board”), on behalf of the Company, and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will serve DDR (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 24 of this Agreement).

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

1.  Employment, Term.  DDR employs Executive to render services in the administration and operation of its affairs as its President and Chief Executive Officer (the “CEO”), performing such duties and having such responsibilities and authority as are customarily incident to the principal executive officers of companies similar in size to, and in a similar business as, DDR, together with such other duties as, from time to time, may be specified by the Board, in a manner consistent with Executive’s status as President and CEO, all in accordance with the terms and conditions of this Agreement, for a term extending from July 8, 2016 through July 7, 2019.  The period of time from July 8, 2016 through July 7, 2019 is sometimes referred to herein as the “Contract Period.”  During the Contract Period while executive is employed by DDR, Executive shall report to the Board.

2.  Board Nomination.  Throughout the Contract Period while Executive is employed by DDR, DDR will nominate Executive, on an annual basis, to serve during the Contract Period as a member of the Board.

3.  Full-Time Services.  Throughout the Contract Period while Executive is employed by DDR, Executive will devote substantially all of Executive’s business time and efforts to the service of DDR, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial affairs, and (c) services as a director or trustee of other corporations or organizations, either for profit or not for profit, that are not in competition with DDR; provided, however, that in no event shall Executive devote less than 85% of Executive’s business time and efforts to the service of DDR.  Notwithstanding anything to the contrary, DDR agrees that Executive shall be permitted to continue providing services as Chairman of the Board of DCT Industrial Trust Inc.

4.  Compensation.  For all services to be rendered by Executive to DDR under this Agreement during the Contract Period while Executive is employed by DDR, including services as President and CEO and any other services specified by the Board, DDR will pay and provide to Executive the compensation and benefits specified in this Section 4.

4.1  Base Salary.  From and after July 8, 2016 and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year, subject to such increases as the Committee or the Board may approve.  Any such increased Base Salary shall constitute “Base Salary” for purposes of this Agreement.

4.2  Annual Bonus.  For each calendar year during the Contract Period while Executive is employed by DDR, subject to achievement of the applicable performance criteria, the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached

hereto (and rounded to the nearest dollar); provided, however, that for 2016 and 2019, the Annual Bonus payout shall be pro-rated based on the number of days Executive is employed by the Company during such calendar year.  The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be established from time to time for the calculation of the Annual Bonus by the Committee after consultation with Executive; provided, however, that for 2016, the Annual Bonus payout for Executive will be no less than the “Target” payout amount set forth on Exhibit A attached hereto (pro-rated as described in the immediately preceding sentence), subject to increase in the sole discretion of the Committee based on the applicable factors and criteria as set forth on Exhibit A attached hereto.  For the avoidance of doubt, Executive’s start date of July 8, 2016 will be used for the 2016 Annual Bonus proration, and assuming that Executive remains employed through December 31, 2016, Executive’s 2016 Annual Bonus shall be no less than $484,932.  For each calendar year of the Company in the Contract Period (beginning with 2017) while Executive is employed by DDR, the Board or the Committee will establish, in consultation with Executive, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year.  There is no guaranteed Annual Bonus under this Agreement for calendar years following 2016, and for each such year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the contrary, each Annual Bonus after the 2016 Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.

4.3  Specific Equity Awards.  The awards described in this Section 4.3 will at all times be subject to the terms and conditions of the Company’s 2012 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity Plan”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards.  As applicable, any awards vesting in installments shall be rounded up to the next nearest share amount divisible by the number of installments.  

(a)  Signing Grant.  In connection with Executive’s execution of the Agreement, as soon as practicable after the Effective Date, Executive shall be entitled to receive a grant of 107,100 service-based restricted stock units (or substantially similar award) (the “Service-Based RSUs”), with 14,875 of such Service-Based RSUs vesting after the completion of the grant date, and the remaining 92,225 Service-Based RSUs, in general, vesting subject to Executive’s continued employment with the Company in 31 equal monthly installments beginning on January 1, 2017 and ending on July 1, 2019, subject to terms and conditions set forth in the applicable award agreement.

(b)  Annual Equity Grants.  

(i)  As soon as practicable after the Effective Date, Executive shall be entitled to receive a grant of performance-based restricted stock units (or substantially similar award) with a grant date “Target” value equal to no less than $3,000,000 (the “2016 Performance RSUs”), the payout of which 2016 Performance RSUs will vary in accordance with the percentages set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured

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over a performance period beginning on July 8, 2016 and ending on July 7, 2019 (with such payout subject to reduction by 1/3 (rounded to the nearest RSU) in the event that the Company’s absolute total shareholder return during the performance period is negative), and will be made, if any of such 2016 Performance RSUs are earned,after the expiration of such performance period.

(ii)  On each of July 8, 2017 and July 8, 2018, provided that the Contract Period has not expired and Executive is employed by DDR, and subject to the approval of the Committee for each such award, Executive shall be eligible to receive pursuant to the Equity Plan a grant of performance-based restricted stock units (or substantially similar award) with a grant date “Target” value equal to no less than (i) $3,000,000 in the case of the 2017 grant (the “2017 Performance RSUs”) or (ii) $3,000,000 in the case of the 2018 grant (the “2018 Performance RSUs”).  The payout of each of the 2017 Performance RSUs award and the 2018 Performance RSUs award will vary in accordance with the percentages set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a performance period beginning on July 8, 2017 or July 8, 2018, as applicable, and ending in each case on July 7, 2019, in each case, with the applicable payout subject to reduction by 1/3 (rounded to the nearest Share) in the event that the Company’s absolute total shareholder return during the applicable performance period is negative.  Each of the 2017 Performance RSUs award and the 2018 Performance RSUs award will be payable, if earned, after the expiration of the applicable performance period.

4.4  Other Benefits.  During the Contract Period while Executive is employed by DDR, Executive shall be entitled to participate, subject to Committee or Board approval, in other employee benefit plans or programs that are generally available to senior executive officers, as distinguished from general management, of DDR, including, without limitation, any deferred compensation plan or similar program.  Executive’s participation in and benefits under any such plan or program shall be on the terms and subject to such conditions as are specified in the governing documents of the particular plan or program.

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

5.  Benefits.

5.1  Insurance, Generally.  Throughout the Contract Period while Executive is employed by DDR, DDR will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by DDR from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans.  To the extent that DDR maintains director and officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other directors or officers.

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5.2Paid Time Off.  Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by DDR as may be provided from time to time under any DDR paid time off policy for senior executive officers.

5.3  Commuting Allowance.  During the Contract Period while Executive is employed by DDR, DDR will pay Executive a commuting allowance, in equal monthly or more frequent installments, at the rate of not less than $96,000per year (pro-rated for partial years), to assist with the costs associated with Executive commuting between his residence and the Beachwood, Ohio area.

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

7.  Termination.

7.1  Death or Disability.  Executive’s employment under this Agreement will terminate immediately upon Executive’s death.  DDR may terminate Executive’s employment under this Agreement immediately upon giving notice of termination if Executive is Totally Disabled (as that term is defined in Section 10.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days.

7.2  For Cause by DDR.  

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

(i) willful failure by Executive substantially to perform the lawful instructions of DDR or one of its Subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by DDR to Executive of such failure and 10 days within which to cure such failure;

(ii)  Executive’s theft or embezzlement of DDR property;

(iii)  Executive’s dishonesty in the performance of Executive’s duties resulting in material harm to DDR;

(iv)  any act by Executive that constitutes (A) a felony under the laws of the United States or any state thereof or, where applicable, any other equivalent offense (including a crime subject to a custodial sentence) under the laws of the applicable jurisdiction, or (B) any other crime involving moral turpitude;

(v)  willful or gross misconduct by Executive in connection with Executive’s duties to DDR which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of DDR, its Subsidiaries or affiliates; or

(vi)  breach of the provisions of any restrictive covenants with DDR, its Subsidiaries or affiliates.

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(b)  The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this Section 7.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board (other than Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in Sections 7.2(a)(i), (ii), (iii),(iv),(v) or (vi)above, and specifying the particulars thereof in detail.

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

(a)  DDR materially reduces Executive’s authority, duties or responsibilities from those set forth in Section 1 above or Executive is not nominated for election to the Board pursuant to Section 2;

(b)  DDR materially reduces Executive’s Base Salary, Annual Bonus opportunity, or annual equity grant opportunity from that set forth in Section 4 above (but only to the extent that such reduction results in a substantial reduction in Executive’s total compensation);

(c)  Executive is required to report to anyone other than the Board, such as a corporate officer or employee;

(d)  DDR relocates Executive’s principal office to a location that is not within the contiguous United States without Executive’s prior approval; or

(e)  DDR materially breaches any of its obligations under this Agreement.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for “Good Reason” unless (i) Executive gives DDR notice of the existence of an event described in clause (a), (b), (c), (d) or (e) above, within sixty (60) days following the occurrence thereof and (ii) DDR does not remedy such event described in clause (a), (b), (c), (d) or (e) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (i), and (iii) in all cases, Executive terminates employment pursuant to this Section 7.3 within one year from the date the event described in clause (a), (b), (c), (d) or (e) above initially occurred.

7.4  Without Cause by DDR.  During the Contract Period while Executive is employed by DDR, DDR may terminate Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the members of the Board (other than Executive).  Any termination under this Section 7.4 will be effective at such time during the Contract Period while Executive is employed by DDR as may be specified in that written notice, subject to the preceding sentence.

7.5  Without Good Reason by Executive.  During the Contract Period while Executive is employed by DDR, Executive may terminate Executive’s employment under this Agreement at

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any time without Good Reason pursuant to written notice provided to DDR not less than 90 days in advance of such termination.  Any termination under this Section 7.5 will be effective at such time during the Contract Period while Executive is employed by DDR as Executive may specify in that written notice, subject to the preceding sentence.

8.  Payments upon Termination.

8.1  Upon Termination For Cause or Without Good Reason.  If Executive’s employment under this Agreement is terminated by DDR for Cause or by Executive without Good Reason during the Contract Period, DDR will pay and provide to Executive the Executive’s Base Salary and any accrued but unused paid time off through the Termination Date in accordance with DDR policy to the extent not already paid and continuing health, dental and vision insurance and other insurance (e.g. life, disability, etc.) at the levels specified in Section 5.1 through the Termination Date, and, except as may otherwise be required by law, DDR will not pay or provide to Executive any further compensation or other benefits under this Agreement.  DDR will pay any Base Salary referred to in this Section 8.1 to Executive within 30 days of the Termination Date.

8.2  Upon Termination Without Cause or For Good Reason.  If Executive’s employment under this Agreement is terminated by DDR other than due to Cause, death or disability (pursuant to Section 7.1), or by Executive for Good Reason, during the Contract Period, and Section 8.5 does not apply, DDR will pay and provide to Executive the amounts and benefits specified in this Section 8.2, except that DDR will not be obligated to pay the lump sum amount specified in Section 8.2(d) unless either (x) DDR is deemed to have waived the obligation to provide a Release as provided in Section 9.2 or (y) Executive has timely executed a Release as contemplated by Section 9.3.  The amounts and benefits specified in this Section 8.2 are as follows:

(a)  A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date.

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

(c)  A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period, and calculated on the basis of actual performance of the applicable performance objectives for the entire performance period.  Subject to Section 14.1, DDR will pay this amount to Executive on the same date that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year following the calendar year in which the Termination Date occurs.

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(d)  A lump sum amount equal to the product of (i) the sum of (A) Executive’s annual Base Salary as of the Termination Date, plus (B) an amount equal to the value of the Annual Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level multiplied by (ii) a fraction, the numerator of which is the lesser of (A) 24 and (B) the number of calendar months remaining in the Contract Period as of the Termination Date, and the denominator of which is 12.  Subject to Section 14.1, DDR will pay this amount to Executive during the 30-day period that begins exactly 60 days after the Termination Date.

(e)  A lump sum in cash in an amount equal to the product of (i) six multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date.  Such payments shall be taxable to Executive.  Subject to Section 14.1, DDR will pay this amount to Executive within 30 days after the Termination Date.

8.3  Upon Termination by Reason of Death.  If Executive’s employment under this Agreement is terminated by reason of Executive’s death during the Contract Period, DDR will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 8.3.   The amounts and benefits specified in this Section 8.3 are as follows:

(a)  A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with DDR policy. DDR will pay this amount to Executive’s personal representative within 30 days of the Termination Date.

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

(c)  A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period.  Subject to Section 14.1, DDR will pay this amount to Executive’s personal representative within 30 days after the Termination Date.

8.4 Upon Termination by Reason of Disability.  If Executive’s employment under this Agreement is terminated by DDR pursuant to Section 7.1 during the Contract Period following Executive’s disability, DDR will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 8.4.  The amounts and benefits specified in this Section 8.4 are as follows:

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(a)  A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date.

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

(c)  A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period.  Subject to Section 14.1, DDR will pay this amount to Executive within 30 days of the Termination Date.

8.5  Upon Termination In Connection With a Change in Control.  Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 8.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 9.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 8.5.  The amounts and benefits specified in this Section 8.5 are as follows:

(a)  A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date.

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

(c)  A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period.  Subject to Section 14.1, DDR will pay this amount to Executive within 30 days of the Termination Date.

(d)  A lump sum amount equal to the product of (i) the sum of (A) Executive’s annual Base Salary as of the Termination Date, plus (B) an amount equal to the value of the Annual Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level multiplied by (ii) a fraction, the numerator of which is the lesser of (A) 24 and (B) the number of calendar months remaining in the Contract Period as of the Termination Date, and the denominator of which is 12.  Subject to Section

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14.1, DDR will pay this amount to Executive during the 30-day period that begins exactly 60 days after the Termination Date.

(e)  A lump sum in cash in an amount equal to the product of (i) six multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date.  Such payments shall be taxable to Executive.  Subject to Section 14.1, DDR will pay this amount to Executive within 30 days after the Termination Date.

9.  Release.  This Section 9 will apply only upon termination of Executive’s employment during the Contract Period (a) by DDR without Cause or (b) by Executive for Good Reason.

9.1  Presentation of Release by DDR.  If this Section 9 applies, DDR may present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’s personal representative), not later than 21 days after the Termination Date, a form of release (a “Release”) of all current and future claims, known or unknown, arising on or before the date on which the Release is to be executed, that Executive or Executive’s assigns have or may have against DDR or any Subsidiary, and the directors, officers, and affiliates of any of them, currently intended to be in the form attached hereto as Exhibit B, but subject to such modifications as may be reasonably determined necessary or appropriate by the Committee to reflect changes in applicable law between the Effective Date and execution of such Release, together with a covering message in which DDR advises Executive (or Executive’s personal representative) that the Release is being presented in accordance with this Section 9.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by Section 9.3 would relieve DDR of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of Section 8.2.

9.2  Effect of Failure by DDR to Present Release.  If DDR fails to present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 9.1, DDR will be deemed to have waived the requirement that Executive (or Executive’s personal representative) execute a Release as a condition to receiving payments under any portion of Section 8.2.

9.3  Execution of Release by Executive or Executive’s Personal Representative.  If DDR does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 9.1, Executive (or Executive’s personal representative) will have until 60 days after the Termination Date (i.e., at least 39 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to DDR and thereby satisfy the condition to receiving payments under any portion of Section 8.2, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

9.4  Effect of Failure to Execute Release or of Revocation of Release.  If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to DDR within 60 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be deemed

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to have waived the right to receive all payments under Section 8.2 that were conditioned on the Release.

10.  Disability Definitions; Physical Examination.

10.1  Definitions.  For all purposes of this Agreement:

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

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

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

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

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

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

13.  Covenants and Confidential Information.  Executive acknowledges DDR’s reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and

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responsibilities during the Contract Period while Executive is employed by DDR and Executive assumes the obligations set out in this Section 13 in light of that reliance and expectation on the part of DDR.

13.1    Noncompetition.  During the Contract Period while Executive is employed by DDR, and for a period of 18 months thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with, any of the entities included from time to time in the FTSE NAREIT Equity Retail (INDEXFTSE:FN20) (excluding DDR); provided, however, that the ownership by Executive of not more than one percent of any class of publicly traded securities of any entity will not be deemed a violation of this Section 13.1.

13.2  Confidentiality.  Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, DDR, any confidential information relating to DDR’s operations, properties, or otherwise to its particular business or other trade secrets of DDR, it being acknowledged by Executive that all such information regarding the business of DDR compiled or obtained by, or furnished to, Executive during Executive’s employment by or association with DDR is confidential information and DDR’s exclusive property.  The restrictions in this Section 13.2 will not apply to any information to the extent that it (a) is clearly obtainable in the public domain, (b) becomes obtainable in the public domain, except by reason of the breach by Executive of Executive’s obligations under this Section 13.2, (c) was not acquired by Executive in connection with Executive’s employment or affiliation with DDR, (d) was not acquired by Executive from DDR or its representatives, or (e) is required to be disclosed by rule of law or by order of a court or governmental body or agency.  However, nothing herein is intended to interfere with or discourage the disclosure of a suspected violation of the law to any governmental entity, or to discourage Executive from participating in an investigation by a governmental entity regarding a suspected violation of the law.

13.3  Non-Disparagement.  

(a)Throughout and after the Contract Period, outside the ordinary course of business on behalf of the Company, Executive will not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning DDR or its Subsidiaries or affiliates, or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.  

(b)Throughout and after the Contract Period, DDR will reasonably direct the executive officers and directors of DDR not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement Parties”), or any

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Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.  

(c)  This Section 13.3 does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process.  Notwithstanding anything in this Agreement to the contrary, Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

13.4  Nonsolicitation.  During the Contract Period while Executive is employed by DDR, and for a period of 18 months thereafter, Executive will not directly or indirectly solicit or induce or attempt to solicit or induce any employee of DDR and/or of any Subsidiary or affiliate to terminate his or her employment with DDR and/or any Subsidiary.

13.5  Remedies.  Executive acknowledges that the remedy at law for any breach by Executive of this Section 13 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms.  Accordingly, Executive agrees that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 13, DDR will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach.  Nothing in this Section 13 will be deemed to limit DDR’s remedies at law or in equity for any breach by Executive of any of the provisions of this Section 13 that may be pursued or availed of by DDR.

13.6  Acknowledgement.  Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon DDR under this Section 13, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to DDR, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of DDR, and do not confer a benefit upon DDR disproportionate to the detriment to Executive.

14.  Compliance with Section 409A.

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

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through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.

14.2  Additional Limitations on Reimbursements and In-Kind Benefits.  The reimbursement of expenses or in-kind benefits provided under Section 8 or under any other section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations.  To the extent that any reimbursement of expenses or in-kind benefits provided under Section 8 or under any other section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they will be subject to the following additional rules: (i) any reimbursement of eligible expenses will be paid within 30 days following Executive’s written request for reimbursement;  provided, however, that Executive provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that DDR can make the reimbursement within the time periods required by Section 409A; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

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

14.4  Termination of Employment to Constitute a Separation from Service.  The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with DDR within the meaning of Section 409A.  Executive and DDR will take all steps necessary (including taking into account this Section 14.4 when considering any further agreement regarding provision of services by Executive to DDR after the Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Termination Date is the date on which Executive experiences a “separation from service” within the meaning of Section 409A.

15.Indemnification.  DDR will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of DDR and/or of any Subsidiary, or is or was serving at the request of DDR and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise.  The indemnification provided by this Section 15 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR and/or of any Subsidiary, or any agreement, vote of shareholders

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or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators.  In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement dated as of July 8, 2016, between Executive and DDR (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms.  In the event of any conflict or inconsistency between the provisions of this Section 15 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.

16.Adjustment of Certain Payments and Benefits.  Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company, if requested by Executive or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company.  The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section shall not of itself limit or otherwise affect any other rights of Executive under this Agreement.  In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: (a) reduction of the lump sum amount set forth in Section 8.5(d); (b) reduction of the lump sum amount set forth in Section 8.5(c); and (c) reduction, on a pro-rata basis, of any other “Excess Parachute Payments” payable under any plan or arrangement.

17.  Certain Expenses.  This Section 17 will apply only to expenses that (a) are otherwise described in one or more of its subsections and (b) are incurred at any time from July 8, 2016 through the fifth anniversary of Executive’s death.

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

17.2  Advancement of Certain Expenses.  Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of DDR and/or of any Subsidiary will be paid by DDR, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with DDR and/or the

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Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to DDR or a Subsidiary or with reckless disregard for the best interests of DDR or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified.  The obligation of DDR to advance expenses provided for in this Section 17.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

18.  Negotiation Fees.  DDR hereby agrees to reimburse Executive for his reasonable attorneys' fees and other reasonable expenses incurred in connection with the negotiation of this Agreement, up to a maximum of $25,000.

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

20.  Notices.  Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the chief legal officer of DDR in the case of notices to DDR and to Executive in the case of notices to Executive) or mailed by United States registered mail, return receipt requested, postage prepaid, and addressed, if to DDR, to its principal place of business, attention: Chief Legal Officer, and, if to Executive, to Executive’s home address last shown on the records of DDR, or to such other address or addresses as either party may furnish to the other in accordance with this Section 20.

21.  Entire Agreement.  Except as otherwise set forth below in this Section 21, this Agreement and the agreements specifically referenced herein supersede in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement.  As provided in Section 15, Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

22.  Mandatory Arbitration Before a Change in Control.  Section 22.1 will apply if and only if either party notifies the other, in writing, that it is demanding resolution of a then-current controversy or claim by arbitration and the notice is provided by the notifying party to the other party before any Change in Control has occurred.  Nothing in this Section 22 will limit the right of DDR to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants contained in Section 13 above.

22.1  Scope of Arbitration.  If this Section 22.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio.  The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction.  Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of

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the parties are reasonable.  The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

22.2  Other Disputes.  If Section 22.1 does not apply to any claim or controversy between the parties, the parties may nevertheless, but need not, mutually agree to submit any controversy or claim to arbitration as though Section 22.1 did apply.  Failing any such mutual agreement, either party may bring proceedings against the other with respect to any claim or controversy in any court of competent jurisdiction that satisfies the venue requirements set forth in Section 23.8.  Nothing in this Section 22.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 22.1 does not apply before bringing any court proceedings with respect to that claim or controversy.

23.  Miscellaneous.

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

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

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

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

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

23.6  Modification.  This Agreement may not be modified or terminated orally.  No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced.  Notwithstanding anything in this Agreement to the contrary, however, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company's

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clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.  Notwithstanding the foregoing, any Compensation Recovery Policy shall not be more onerous for Executive when compared with such other senior executives to whom such Compensation Recovery Policy is applicable, except to the extent required by law or applicable national securities exchange rules and regulations.

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

23.8  Governing Law and Venue.  The provisions of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary.  Subject to the mandatory arbitration provisions of Section 22, the parties consent to venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing and enforcing this Agreement.

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

24.  Definitions.

24.1  Cause.  The term “Cause” has the meaning set forth in Section 7.2.

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

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

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

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of securities of DDR representing 30% or more of the voting power of DDR’s outstanding securities without the prior consent of the Board; or

(c)  during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a director of DDR during such two-year period whose election, or nomination for election by DDR’s shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board (either by a specific vote or by approval of DDR’s proxy statement in which such person is named as a nominee of DDR for director), but excluding for this purpose any person whose initial assumption of office as a director of DDR occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of DDR or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 24.2(c), considered as though such person was a member of the Board at the beginning of such period.

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

24.4  Good Reason.  The term “Good Reason” has the meaning set forth in Section 7.3.

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

24.6  Section.  References in this Agreement to one or more “Sections” are to sections of this Agreement, except for references to certain Sections of the Internal Revenue Code.

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

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

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

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

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

(a)  Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 7.1 following Executive’s disability, or a termination based on death; or

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(b)  Within two years after the date on which a Change in Control occurs, Executive terminates his employment with DDR for Good Reason.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

DDR CORP.

By: /s/ David E. Weiss  

Name:  David E. Weiss

Title:   Executive Vice President,

General Counsel and Secretary

/s/ Thomas F. August  

THOMAS F. AUGUST

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EXHIBIT A

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold	Target	Maximum
66.7%	133.3%	200%

PERFORMANCE METRICS AND RELATIVE WEIGHTING

FOR 2016 ANNUAL BONUS OPPORTUNITY

Performance Metric	Relative Weighting
a. Financial Goals	1/3
b. Strategic Objectives	1/3
c. Individual Performance	1/3

PERFORMANCE RSUs AWARD OPPORTUNITIES

AS A PERCENTAGE OF “TARGET”

Threshold	Target	Maximum
50%	100%	200%

EXHIBIT B

Form of Release

In consideration of certain benefits provided to __________ (“Executive”) and to be received by Executive from DDR Corp. (the “Company”) as described in the Employment Agreement between the Company and Executive dated ____________, ____ (the “Agreement”):

1. Claims Released. Executive, for himself and on behalf of anyone claiming through Executive including each and all of Executive’s legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Executive Releasors”), does hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Executive Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which Executive signs this Release, including, without limitation, (a) all claims arising out of or in any way relating to Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by Executive or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, and the Genetic Information Nondiscrimination Act.

2. Scope of Release. Nothing in this Release (a) shall release the Company from any of its obligations set forth in the Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify Executive against any third party claims arising out of any action or inaction by Executive during the time of his employment and within the scope of his duties with the Company to the extent Executive has any such defense or

indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance or (c) shall affect Executive’s right to file a claim for workers’ compensation or unemployment insurance benefits.

Executive further acknowledges that by signing this Release, Executive does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC, the Securities and Exchange Commission or any comparable state or local agency. However, Executive waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others.  Notwithstanding the foregoing, Executive will not give up his right to any benefits to which he is entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA), or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

3. Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Executive acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agrees as follows: (a) Executive has read and understands the terms of this Release; (b) Executive has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) Executive is releasing the Company and the other Company Released Parties from, among other things, any claims that Executive may have against them pursuant to the ADEA; (d) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (e) Executive has been given a period of 21 days in which to consider and execute this Release (although Executive may elect not to use the full 21-day period at Executive’s option); (f) Executive may revoke this Release during the seven-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the seven-day revocation period has expired (the date such revocation period expires, the “Effective Date”); and (g) any such revocation must be submitted in writing to the Company c/o David E. Weiss, Executive Vice President, General Counsel and Secretary, DDR Corp., 3300 Enterprise Parkway, Beachwood, Ohio  44122 prior to the expiration of such seven-day revocation period. If Executive revokes this Release within such seven-day revocation period, it shall be null and void.

4. Reaffirmation of Restrictive Covenants. Executive agrees to and reaffirms his obligations as outlined in Section 13 of the Agreement (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect.

5. Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the entire agreement between Executive and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Executive acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Executive and the Company.

I agree to the terms and conditions set forth in this Release.

EXECUTIVE

____________________________

Date:  _______________________

EX-10.37

Exhibit 10.37

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on December 1, 2016 between DDR Corp., an Ohio corporation (“DDR”), and Christa A. Vesy (“Executive”).

Executive is now serving DDR as its Interim Chief Financial Officer, Executive Vice President & Chief Accounting Officer.  DDR and Executive desire to enter into this Agreement effective on December 1, 2016 (the “Effective Date”) to reflect the terms pursuant to which Executive will continue to serve DDR.  Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 21 of this Agreement.

DDR and Executive agree, effective as of the Effective Date, as follows:

1.  Employment, Term.  DDR engages and employs Executive to render services in the administration and operation of its affairs as its Executive Vice President & Chief Accounting Officer (and, until DDR hires a permanent Chief Financial Officer, as its interim Chief Financial Officer), reporting directly to DDR’s Chief Executive Officer (the “CEO”) or such other person designated by the CEO, in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date through December 31, 2018.  The period of time from the Effective Date until December 31, 2018is sometimes referred to herein as the “Contract Period.”

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

3.  Compensation.  For all services to be rendered by Executive to DDR under this Agreement during the Contract Period while Executive is employed by DDR, including services as Executive Vice President & Chief Accounting Officer (and, until DDR hires a permanent Chief Financial Officer, as interim Chief Financial Officer), and any other services specified by the CEO, DDR will pay and provide to Executive the compensation and benefits specified in this Section 3.

3.1  Base Salary.  From and after the Effective Date and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Three Hundred Forty Thousand Dollars ($340,000) per year, subject to such increases as the Committee or the Board of Directors of DDR (the “Board”) may approve.

3.2  Annual Cash Bonus.  In addition to Base Salary, if Executive achieves the factors and criteria for annual cash incentive compensation hereinafter described for any calendar year (beginning with 2016) during the Contract Period while Executive is employed by DDR, then DDR shall make an annual incentive payment to Executive, in cash (an “Annual Cash Bonus”), for such calendar year not later than March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto.  DDR’s payment of an Annual Cash Bonus to Executive shall be determined based on the factors and

criteria that have been or may be established from time to time for the calculation of the Annual Cash Bonus by DDR.  For each calendar year in the Contract Period (beginning with 2016) while Executive is employed by DDR, DDR will provide Executive with written notice of the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Cash Bonus for Executive for such calendar year not later than March 15th of such year.  There is no guaranteed Annual Cash Bonus under this Agreement, and for each applicable year, Executive’s Annual Cash Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the contrary, each Annual Cash Bonus shall be on the terms and subject to such conditions as are specified for the particular DDR plans or programs pursuant to which the Annual Cash Bonus is granted.

3.3  Special Cash Bonus Opportunity.  In connection with Executive’s execution of this Agreement, as soon as practicable after the Effective Date, Executive shall be entitled to receive a one-time, special cash bonus opportunity (the “Special Bonus Award”), which Special Bonus Award will, in general, become vested on January 1, 2018, subject to Executive’s continued employment with DDR through such date, subject to terms and conditions set forth in the applicable award agreement.  If earned, the Special Bonus Award will be payable in cash within 30 days following the vesting date in an amount equal in value to Executive’s “target” Annual Cash Bonus opportunity as in effect on March 1, 2017.

3.4  Equity Awards.  The awards described in this Section 3.4 will at all times be subject to the terms and conditions of DDR’s 2012 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity Plan”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards.  As applicable, any awards vesting in installments shall be rounded up to the next nearest share amount divisible by the number of installments.  

(a)  Signing Grant.  In connection with Executive’s execution of this Agreement, as soon as practicable after the Effective Date, Executive shall be entitled to receive pursuant to the Equity Plan a grant of 9,051 service-based restricted share units (or substantially similar award)  (the “Service-Based RSUs”), with 1/3 of such Service-Based RSUs vesting on December 1, 2017, December 1, 2018 and December 1, 2019, subject to Executive’s continued employment with DDR through each such date, subject to the terms and conditions set forth in the applicable award agreement.  

(b)  Annual Equity Grants.  Beginning with the 2016 calendar year and for each calendar year during the Contract Period, subject to the approval of the Committee for each such award, Executive shall be eligible to receive, pursuant to the Equity Plan and in a form or forms approved by the Committee, grants of equity or equity-based awards with an aggregate grant date target value determined based on the factors and criteria that may be established from time to time by the Committee in accordance with the percentages set forth on Exhibit A attached hereto.  There is no guaranteed annual equity award under this Agreement, and for each applicable year, Executive’s annual equity award could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto.  Any such grants shall be subject to the terms and conditions (including vesting terms) as may be approved by the Committee.

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3.5Other Equity Awards.  During the Contract Period while Executive is employed by DDR, Executive shall be entitled to participate in any other equity or other employee benefit plan or program that is generally available to senior executive officers, as distinguished from general management, of DDR, including, without limitation, any long-term incentive compensation plans or similar programs.  Executive’s participation in and benefits under any such plans or programs shall be on the terms and subject to such conditions as are specified for the particular DDR plans or programs.

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

4.  Benefits.

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

4.2  Insurance, Generally.  Throughout the Contract Period while Executive is employed by DDR, DDR will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by DDR from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans.  To the extent that DDR maintains director and officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other directors or officers.

4.3  Paid Time Off.  Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by DDR as may be determined by the CEO in his or her reasonable and good faith discretion (but in any event not less than 20 days per year or such longer period as may be provided from time to time under any DDR paid time off policy for executive officers).

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

6.  Termination.

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

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6.2For Cause by DDR.

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

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

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

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

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

(b)  The termination of Executive’s employment under this Agreement shall not be deemed to be for Cause pursuant to this Section 6.2 unless and until there shall have been delivered to Executive reasonable notice that Executive is guilty of the conduct described in Sections 6.2(a)(i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

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

(a)  DDR materially changes Executive’s duties and responsibilities from those set forth in Section 1 above and the change has not been rescinded to Executive’s satisfaction within 15 days after Executive has advised DDR in writing of dissatisfaction with the change; provided, however, that in no event shall cessation of Executive’s duties and responsibilities as DDR’s interim Chief Financial Officer constitute “Good Reason.”

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

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

(d)  DDR materially breaches any of its obligations under this Agreement (other than its obligations under Section 1 above, as to any breach of which Section 6.3(a) would

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apply) and the breach is not cured in all material respects within 30 days after Executive has advised DDR in writing of the breach.

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

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

7.  Payments upon Termination.

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

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

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

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

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

(d)  A lump sum amount equal to 1.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level.  Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

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

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

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

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

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

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in any event not later than March 15 of the calendar year in which the Termination Date occurs.

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

(d)  A lump sum amount equal in value to (i) one year of Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level.  DDR will pay this amount to Executive’s personal representative during the 30-day period that begins exactly 60 days after Executive’s death.

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

7.4  Upon Termination by Reason of Disability.  If Executive’s employment under this Agreement is terminated by DDR pursuant to Section 6.1 during the Contract Period following Executive’s disability, DDR will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that DDR will not be obligated to pay the lump sum amount specified in Section 7.4(d) unless either (x) DDR is deemed to have waived its right to provide a Release as provided in Section 8.2 or (y) Executive (or, in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by Section 8.3.  The amounts and benefits specified in this Section 7.4 are as follows:

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

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

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

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

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

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

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

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

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

(d)  A lump sum amount equal to 2.5 times the sum of (i) an amount equal to the value of the Annual Cash Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level plus (ii) Executive’s annual Base Salary as of the Termination Date.  Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

(e)  A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only

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if Executive timely elects continuation coverage under DDR’s health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. DDR will pay this amount to Executive during the Seventh Month after the Termination Date.

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

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

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

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

8.3  Execution of Release by Executive or Executive’s Personal Representative.  If DDR does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 50 days after the Termination Date (i.e., at least 29 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to DDR and thereby satisfy the condition to receiving payments under any portion of either of Sections 7.2 or 7.3, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

8.4  Effect of Failure to Execute Release or of Revocation of Release.  If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to DDR

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within 50 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be deemed to have waived the right to receive all payments under Sections 7.2 or 7.3, as the case may be, that were conditioned on the Release.

9.  Disability Definitions; Physical Examination.

9.1  Definitions.  For all purposes of this Agreement:

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

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

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

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

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

11.Payments Are in Lieu of Severance Payments.  If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in

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lieu of any and all other claims or rights that Executive may have against DDR for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment.

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

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

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

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

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

12.5  Acknowledgement.  Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon DDR under this Section

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

13.  Compliance with Section 409A.

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

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

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

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calendar year; and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

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

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

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

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

15.1  Reimbursement of Certain Expenses.  DDR will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in (a) prosecuting any action to compel DDR to comply with the terms of this Agreement upon receipt from Executive of an

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undertaking to repay DDR for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.

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

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

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

18.  Entire Agreement, Certain Prior Arrangements.  Except as otherwise set forth below in this Section 18, this Agreement supersedes in their entirety all prior employment and change in control agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement, including, without limitation, any prior employment agreement between DDR and Executive.  As provided in Section 14, Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

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

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

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

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

20.  Miscellaneous.

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

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

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

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

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

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

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

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

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

21.  Definitions.

21.1Reserved.

21.2  Reserved.

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

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

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

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

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

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

21.6  Reserved.

21.7  Reserved.

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

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

21.10  Reserved.

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

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

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

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

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

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

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

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

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

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

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

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IN WITNESS WHEREOF, DDR and Executive have executed this Agreement, DDR by its duly authorized President & Chief Executive Officer, on the date first written above.

DDR CORP.

By: /s/ Thomas F. August  

Thomas F. August, President & Chief Executive Officer

/s/ Christa A. Vesy

Christa A. Vesy

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EXHIBIT A

ANNUAL CASH BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold	Target	Maximum
20%	40%	80%

ANNUAL EQUITY GRANT

AS A PERCENTAGE OF YEAR END BASE SALARY PLUS AMOUNTS EARNED UNDER

THE ANNUAL CASH BONUS

Threshold	Target	Maximum
12.5%	25%	50%

EX-10.38

Exhibit 10.38

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of December 13, 2016 is by and between DDR Corp., an Ohio corporation (“DDR” or the “Company”), and William T. Ross (“Executive”).

The Company and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will serve DDR as Chief Operating Officer (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 21 of this Agreement).

DDR and Executive agree, effective as of the date first set forth above, as follows:

1.  Employment, Term.  DDR will engage and employ Executive to render services in the administration and operation of its affairs as its Chief Operating Officer, reporting directly to DDR’s Chief Executive Officer (the “CEO”) or such other person designated by the CEO, performing such duties and having such responsibilities and authority as, from time to time, may be specified by the CEO, all in accordance with the terms and conditions of this Agreement, for a term extending from January 3, 2017 (the “Start Date”) through December 31, 2018.  The period of time from the Start Date until December 31, 2018 is sometimes referred to herein as the “Contract Period.”

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

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

3.1  Base Salary.  From and after the Start Date and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Four Hundred Fifty Thousand Dollars ($450,000) per year, subject to such increases as the Committee or the Board of Directors of DDR (the “Board”) may approve.

3.2  Annual Bonus.  If Executive achieves the factors and criteria for annual cash incentive compensation hereinafter described for any calendar year of the Company (beginning with 2017) during the Contract Period while Executive is employed by DDR, then the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto.  The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be established from time to time for the calculation of the Annual Bonus by the Committee.  For each of the Company’s calendar years in the Contract Period while Executive is employed by DDR, the Board or the Committee will provide Executive with written notice of the performance metrics and their relative weighting to be used in, and any

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

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

(a)  Annual Equity Grants.  Beginning with the 2017 calendar year and for each calendar year during the Contract Period, subject to the approval of the Committee for each such award, Executive shall be eligible to receive, pursuant to the Equity Plan and in a form or forms approved by the Committee, grants of equity or equity-based awards with an aggregate grant date target value equal to no less than 100% of Executive’s then current annual Base Salary.  Any such grants shall be subject to the terms and conditions (including vesting terms) as may be approved by the Committee.

(b)  One-Time Signing Grant.  In connection with Executive’s execution of the Agreement, as soon as practicable after the Start Date, Executive shall be entitled to receive, subject to and contingent upon the approval of the Committee, a grant of service-based restricted share units with a grant date value equal to no less than $1,027,000 (the “Sign-On Service-Based RSUs”), which Sign-On Service-Based RSUs will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on each of the first three anniversaries of the grant date, subject to terms and conditions approved by the Committee;

3.4  Other Equity Awards.  During the Contract Period while Executive is employed by DDR, Executive shall be entitled to participate in any other equity or other employee benefit plan or program that is generally available to senior executive officers, as distinguished from general management, of DDR, including, without limitation (but specifically excluding participation in the 2016 VSEP), any long-term incentive compensation plan or similar program.  Executive’s participation in and benefits under any such plan or program shall be on the terms and subject to such conditions as are specified in the governing documents of the particular plan or program.

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

4.  Benefits.

4.1  Retirement and Other Benefit Plans Generally.  Throughout the Contract Period while Executive is employed by DDR, Executive will be entitled to participate in all retirement and other benefit plans maintained by DDR that are generally available to its senior executives and

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with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the DDR 401(k) plan for its employees and any DDR deferred compensation program.

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

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

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

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

6.  Termination.

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

6.2  For Cause by DDR.  

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

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

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

(iii)  Other than as a result of disability, Executive willfully and deliberately fails to perform Executive’s duties and responsibilities as specified in Sections 1 and

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2 above and the failure continues for 15 days after DDR has advised Executive in writing of that failure.

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

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

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

(a)  DDR changes Executive’s duties and responsibilities such that less than 80%  of Executive’s time and effort is devoted to those duties and responsibilities as are customarily performed by senior executive officers  of companies similar in size to, and in a similar business as, DDR, and the change has not been rescinded to Executive’s satisfaction within 15 days after Executive has advised DDR in writing of dissatisfaction with the change.

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

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

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

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

6.5  Without Good Reason by Executive.  During the Contract Period while Executive is employed by DDR, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to DDR not less than 90 days

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in advance of such termination.  Any termination under this Section 6.5 will be effective at such time during the Contract Period while Executive is employed by DDR as Executive may specify in that written notice.

7.  Payments upon Termination.

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

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

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

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

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

(d)  A lump sum amount equal to 1.5 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level.  Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

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

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

(g) All unvested equity or equity-based awards will be subject to treatment in accordance with the plan and/or grant agreements pursuant to which such awards were granted.

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

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

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

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

(d)A lump sum amount equal in value to (i) one year of Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive applicable to the year in which the Termination Date occurs at the

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“Target” level.  DDR will pay this amount to Executive’s personal representative during the 30-day period that begins exactly 60 days after Executive’s death.

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

(f) All unvested equity or equity-based awards will be subject to treatment in accordance with the plan and/or grant agreements pursuant to which such awards were granted.

7.4  Upon Termination by Reason of Disability.  If Executive’s employment under this Agreement is terminated by DDR pursuant to Section 6.1 during the Contract Period following Executive’s disability, DDR will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that DDR will not be obligated to pay the lump sum amount specified in Section 7.4(d) unless either (x) DDR is deemed to have waived its right to provide a Release as provided in Section 8.2 or (y) Executive (or, in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by Section 8.3.  The amounts and benefits specified in this Section 7.4 are as follows:

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

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

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

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

(e)  A lump sum in cash in an amount equal to the product of (i) 12 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision insurance

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

(f) All unvested equity or equity-based awards will be subject to treatment in accordance with the plan and/or grant agreements pursuant to which such awards were granted.

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

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

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

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

(d)  A lump sum amount equal to 2.5 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive for the year in which the Termination Date occurs at the “Target” level.  Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

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

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

(g) All unvested equity or equity-based awards will be subject to treatment in accordance with the plan and/or grant agreements pursuant to which such awards were granted.

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

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

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

8.3  Execution of Release by Executive or Executive’s Personal Representative.  If DDR does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 50 days after the Termination Date (i.e., at least 29 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to DDR and thereby satisfy the condition to receiving payments under any portion of either of Sections 7.2 or 7.3, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

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

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9.Disability Definitions; Physical Examination.

9.1  Definitions.  For all purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

12.5  Acknowledgement.  Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon DDR under this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to DDR, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of DDR, and do not confer a benefit upon DDR disproportionate to the detriment to Executive.

13.  Compliance with Section 409A.

13.1  Six Month Delay on Certain Payments, Benefits, and Reimbursements.  If Executive is a “specified employee” for purposes of Section 409A, as determined under DDR’s policy for

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

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

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

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

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

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

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

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

15.2  Advancement of Certain Expenses.  Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee or officer of DDR and/or of any Subsidiary will be paid by DDR, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with DDR and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified.  The obligation of DDR to advance expenses provided for in this

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Section 15.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

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

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

18.  Entire Agreement; Certain Prior Arrangements.  Except as otherwise set forth below in this Section 18, this Agreement supersedes in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement.  As provided in Section 14, Executive will be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

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

19.1  Scope of Arbitration.  If this Section 19.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio.  The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction.  Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable.  The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

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

20.  Miscellaneous.

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

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

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

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

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

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

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

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under this Agreement, and the terms “DDR” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.

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

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

21.  Definitions.

21.1  Reserved.  

21.2  Reserved.

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

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

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

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

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

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other than the Board, shall be, for purposes of this Section 21.4(c), considered as though such person was a member of the Board at the beginning of such period.

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

21.6  Reserved.

21.7  Reserved.  

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

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

21.10  Reserved.

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

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

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

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

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

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

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

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

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

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

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

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

DDR CORP.

By: /s/ Thomas F. August  

Thomas F. August, President & Chief Executive Officer

    /s/ William T. Ross

WILLIAM T. ROSS

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EXHIBIT A

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold	Target	Maximum
50%	100%	200%

EX-10.39

Exhibit 10.39

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of July 11, 2016, is by and between DDR Corp., an Ohio corporation (“DDR” or the “Company”), and Vincent A. Corno (“Executive”).

The Company and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will serve DDR as Executive Vice President of Leasing and Development (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 21 of this Agreement).

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

1.  Employment, Term.  DDR engages and employs Executive to render services in the administration and operation of its affairs as its Executive Vice President of Leasing and Development, reporting directly to DDR’s Chief Executive Officer (the “CEO”) or such other person designated by the CEO, all in accordance with the terms and conditions of this Agreement, for a term extending from July 5, 2016 through December 31, 2018.  The period of time from July 11, 2016 until December 31, 2018 is sometimes referred to herein as the “Contract Period.”

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

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

3.1  Base Salary.  From and after July 5, 2016 and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Four Hundred Thousand Dollars ($400,000) per year, subject to such increases as the Committee or the Board of Directors of DDR (the “Board”) may approve.

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

relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year.  There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto, provided however, that for calendar year 2016, any Annual Bonus to which Executive shall be entitled will be calculated on a full year basis (i.e. not prorated) and Executive’s performance with respect to any discretionary performance metrics shall be deemed to be at least at the target level .  Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.

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

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

(i)  a grant of service-based restricted share units with a grant date value equal to no less than $80,000 (the “Service-Based RSUs”), which Service-Based RSUs will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on each of the first three anniversaries of the grant date, subject to terms and conditions approved by the Committee;

(ii)  a grant of service-based stock options with a grant date value equal to no less than $20,000 (the “Service-Based Options”), which Service-Based Options will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on December 31 of the calendar year in which the grant occurs and 1/3 of each grant vesting on each of the first two anniversaries of such date, subject to terms and conditions approved by the Committee; and

(iii)  a grant of performance shares, performance units or performance-based restricted stock units with a grant date “target” value equal to no less than $80,000 (the “Three-Year Performance Units”), the payout of which Three-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a three-year performance period beginning on January 1 of the calendar year in which the grant occurs, and will be payable, if earned, after the expiration of such performance period.

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

(i)  a grant of service-based restricted share units with a grant date value equal to no less than $400,000 (the “Sign-On Service-Based RSUs”), which Sign-On Service-Based RSUs will, in general, vest subject to Executive’s continued employment with the Company in three installments with 1/3 of each grant vesting on each of the first three anniversaries of the grant date, subject to terms and conditions approved by the Committee;

(ii) a performance award opportunity representing the substantial equivalent of a deemed opportunity to earn Performance Award Shares (as defined in DDR’s 2016 Value Sharing Equity Program (the “2016 VSEP”)) under the 2016 VSEP that Executive would have received had Executive actually been designated as a “Participant” at the level of Executive Vice President of Leasing and Development under the terms of the 2016 VSEP (as such Performance Award Value Sharing Opportunity (as defined in the 2016 VSEP) has been communicated by DDR to Executive), all subject to substantially the same terms and conditions as would have applied under the 2016 VSEP if Executive had actually been designated by the Committee as a “Participant” in the 2016 VSEP (the “Synthetic VSEP Award”); and

(iii) a grant of performance shares with a grant date “target” value equal to no less than $20,000 (the “One-Year Performance Units”), the payout of which One-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a performance period beginning on January 1, 2016 and ending on December 31, 2016, and will be payable, if earned, after the expiration of such performance period; and

(iv)  a grant of performance shares, performance units or performance-based restricted stock units with a grant date “target” value equal to no less than $40,000 (the “Two-Year Performance Units” and, together with the Three-Year Performance Units and the One-Year Performance Units, the “Performance Units”), the payout of which Two-Year Performance Units will vary in accordance with the percentages set forth on Exhibit A attached hereto based on relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a performance period beginning on January 1, 2016 and ending on December 31, 2017, and will be payable, if earned, after the expiration of such performance period.

3.4  Other Equity Awards.  During the Contract Period while Executive is employed by DDR, Executive shall be entitled to participate in any other equity or other employee benefit plan or program that is generally available to senior executive officers, as distinguished from general management, of DDR, including, without limitation (but specifically excluding actual participation in the 2016 VSEP), any long-term incentive compensation plan or similar program.  Executive’s participation in and benefits under any such plan or program shall be on the terms

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and subject to such conditions as are specified in the governing documents of the particular plan or program.

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

4.  Benefits.

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

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

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

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

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

6.  Termination.

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

6.2  For Cause by DDR.  

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

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

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

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

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

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

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

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

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

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

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

6.4  Without Cause by DDR.  During the Contract Period while Executive is employed by DDR, DDR may terminate Executive’s employment under this Agreement at any time without Cause

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pursuant to written notice provided to Executive not less than 90 days in advance of such termination.  Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by DDR as may be specified in that written notice.

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

7.  Payments upon Termination.

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

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

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

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

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

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(d)  A lump sum amount equal to 1.0 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level.

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

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

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

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

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

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

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

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Section 13.1, DDR will pay this amount to Executive’s personal representative within 30 days of the Termination Date.

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

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

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

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

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

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

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

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

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DDR will pay this amount to Executive during the Seventh Month after the Termination Date.

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

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

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

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

(d)  A lump sum amount equal to 2.5 times the sum of (i) Executive’s Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Bonus for Executive for the year in which the Termination Date occurs at the “Target” level.  Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below).

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

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

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

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

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

8.3  Execution of Release by Executive or Executive’s Personal Representative.  If DDR does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 50 days after the Termination Date (i.e., at least 29 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to DDR and thereby satisfy the condition to receiving payments under any portion of either of Sections 7.2 or 7.3, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

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

9.  Disability Definitions; Physical Examination.

9.1  Definitions.  For all purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

12.5  Acknowledgement.  Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon DDR under this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to DDR, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of DDR, and do not confer a benefit upon DDR disproportionate to the detriment to Executive.

13.  Compliance with Section 409A.

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

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during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “Seventh Month after the Termination Date”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.

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

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

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

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

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the date on which Executive experiences a “separation from service” within the meaning of Section 409A.

14.Indemnification.  DDR will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of DDR and/or of any Subsidiary, or is or was serving at the request of DDR and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise, as well as any claim related to the breach of the Prior Agreement  (as defined in Section 20.1) by Executive.  The indemnification provided by this Section 14 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of DDR and/or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators.  In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement, if any, between Executive and DDR (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms.  In the event of any conflict or inconsistency between the provisions of this Section 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.

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

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

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

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

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

18.  Entire Agreement; Certain Prior Arrangements.  Except as otherwise set forth below in this Section 18, this Agreement supersedes in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement.  As provided in Section 14, Executive will be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

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

19.1  Scope of Arbitration.  If this Section 19.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio.  The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction.  Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable.  The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

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

20.  Miscellaneous.

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

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conditions of this Agreement except, to the extent applicable,  that certain Form B Non-Compete and Confidentiality Agreement dated February 3, 2014 between Executive and Dick’s Sporting Goods, Inc. (the “Prior Agreement”).   Executive represents that he has provided to DDR a true, accurate and complete copy of the Prior Agreement.

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

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

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

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

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

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

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under this Agreement, and the terms “DDR” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.

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

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

21.  Definitions.

21.1  Reserved.  

21.2  Reserved.

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

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

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

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

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

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other than the Board, shall be, for purposes of this Section 21.4(c), considered as though such person was a member of the Board at the beginning of such period.

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

21.6  Reserved.

21.7  Reserved.  

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

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

21.10  Reserved.

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

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

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

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

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

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

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

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

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

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

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

21.17  Reserved.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

DDR CORP.

By:   /s/Thomas F. August

Name: Thomas F. August

Title:  President and Chief Executive Officer

    /s/ Vincent A. Corno

VINCENT A. CORNO

20

EXHIBIT A

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold	Target	Maximum
30%	60%	90%

PERFORMANCE UNITS AWARD OPPORTUNITIES

AS A PERCENTAGE OF “TARGET”

Threshold	Target	Maximum
50%	100%	200%

EX-10.40

Exhibit 10.40

December 1, 2016

PERSONAL AND CONFIDENTIAL

[Name]

Re:Special Bonus Award

Dear [Name]:

In recognition of your continued service to DDR Corp. ( “Company”), the Company hereby provides to you an opportunity to earn a one-time, special bonus award (the “Bonus”) if you meet certain requirements.  This letter agreement (“Bonus Letter”) sets forth the terms and conditions of your Bonus opportunity, including the requirements that you must meet to receive any Bonus payout.  You must sign and return the enclosed copy of this Bonus Letter within seven (7) days of the date of this Bonus Letter to be eligible for the Bonus.

1.Bonus Opportunity.  Subject to Section 2 below, if you remain in the continuous employ of the Company through January 1, 2018, you will be entitled to a Bonus payout in an amount equal to your Company-provided target annual cash incentive opportunity as in effect on March 1, 2017.  If earned, the Bonus willbe paid to you in a lump sum (less applicable tax withholdings) within 30 days following January 1, 2018.  Except as otherwise provided in Section 2, this Bonus Letter will automatically terminate, and no Bonus will be earned, if your employment with the Company terminates for any reason prior to January 1, 2018. In the event that you are on an approved leave of absence as of January 1, 2018, the Bonus will be earned as of the date of your return from leave and paid to you in a lump sum (less applicable tax withholdings) within 30 days following your return.

2.Certain Terminations of Employment.  If, prior to January 1, 2018 and at a time when this Bonus Letter is still in effect, your employment with the Company is terminated (i) by the Company without Cause (as defined below), (ii) by the Company due to Disability (as defined below) or (iii) by reason of death, then you will be entitled to a Bonus in an amount equal to (a) if the termination occurs prior to March 1, 2017, your Company-provided target annual cash incentive opportunity as in effect on the date of such termination of employment, or (b) if the termination occurs on March 1, 2017 or thereafter through January 1, 2018, your Company-provided target annual cash incentive opportunity as in effect on March 1, 2017.  If earned, the Bonus will be paid to you in a lump sum (less applicable tax withholdings) within 30 days following the date of such termination of employment.

3.Not in Lieu of Annual Cash Incentive Opportunity.  For the avoidance of doubt, the Bonus opportunity described in this Bonus Letter is in addition to, and not in lieu of, any annual cash incentive opportunity with the Company that may otherwise be applicable to you.

4.Certain Defined Terms.  

(a) Cause.  For purposes of this Bonus Letter, “Cause” has both the meaning ascribed to such term in your change in control or similar agreement with

the Company or any subsidiary of the Company (an “Individual Agreement”), if any, plus “Cause” also means the occurrence of any of the following circumstances:  (i) your indictment for, or plea of guilty or nolo contendere to, a felony or a crime involving dishonesty, fraud, or moral turpitude; (ii) conduct by you that brings the Company or any subsidiary or affiliate of the Company into public disgrace or disrepute; (iii) you commit an act that is not, or a series of acts that are not, taken in good faith and the commission of such act or series of acts results in material injury to the business reputation of the Company; (iv) gross negligence or gross misconduct by you with respect to the Company or any subsidiary or affiliate of the Company; (v) you commit an act or series of repeated acts of dishonesty that are materially inimical to the best interests of the Company; (vi) you fail to follow the lawful directions of your direct supervisor, which is not cured within three days after written notice thereof to you; (vii) other than as a result of Disability, you consistently fail to perform your duties and responsibilities to the Company and the failure continues for 15 days after the Company has advised you in writing of that failure; or (viii) you have materially breached any provision of this Bonus Letter or any other agreement between you and the Company or any subsidiary or affiliate of the Company and the breach has not been cured in all substantial respects within 30 days after the Company has advised you in writing of the nature of the breach.

The Company will, unless otherwise provided in your Individual Agreement, have the sole discretion to determine whether Cause exists for purposes of this Bonus Letter, and its reasonable determination will be final.

(b) Disability.  For purposes of this Bonus Letter, “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

5.Tax Withholding.  The Company may withhold from any payments owed to you under this Bonus Letter all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.  Notwithstanding any other provision of this Bonus Letter, the Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment.

6.Confidentiality.  The provisions of this Bonus Letter are confidential.  You may not disclose, publicize or discuss any of the terms or conditions of this Bonus Letter with anyone except your spouse, if any, or your attorney, financial advisor and/or tax advisor to the extent necessary for such advisor to render appropriate legal, financial and tax advice.  If you disclose, publicize, or discuss any of the terms or conditions of this Bonus Letter with any other person (including any current or former employee of the Company, but excluding your spouse, attorney, financial advisor and/or tax advisor), you will forfeit your right to any Bonus opportunity.  Further, if you disclose, publicize, or discuss any of the terms or conditions of this Bonus Letter

2

with your spouse, attorney, financial advisor and/or tax advisor and such individual discloses the terms or conditions of this Bonus Letter to any other person, you will forfeit your right to any Bonus opportunity.

7.Complete Agreement.  This Bonus Letter embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

8.Successors and Assigns. This Bonus Letter will bind and inure to the benefit of and be enforceable by you, the Company and your and the Company’s respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party.  Notwithstanding the foregoing, you hereby consent to the assignment by the Company of all of its rights and obligations hereunder to (a) any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets or (b) any affiliate of the Company, provided such successor or affiliate assumes the liabilities of the Company hereunder.

9.Amendment and Waiver.  The provisions of this Bonus Letter may be amended or waived only with the prior written consent of the Company and you.

10.Governing Law. The parties to this Bonus Letter agree that this Bonus Letter shall be construed in accordance with Ohio law, that any action brought by any party hereunder may be instituted and maintained only in the appropriate court having jurisdiction over Cuyahoga County, Ohio, and that this Bonus Letter shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any party.

11.Counterparts.  This Bonus Letter may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE LEFT BLANK]

3

Please be aware that this Bonus Letter does not constitute an offer or guarantee of employment with the Company or any of its subsidiaries or affiliates.  

Very truly yours,

DDR CORP.

By: _______________________

Name: Craig A. Schultz
Title:   Senior Vice President of Strategic

            Finance & Tax

ACKNOWLEDGED AND AGREED, with the effect set forth above,

Recipient Name: [Name]Date

4

EX-21.1

Exhibit 21.1

DDR CORP.

LIST OF SUBSIDIARIES/AFFILIATES

1000 Van Ness Owners Association, a California corporation

AIP Office Flex II LLC, an Ohio limited liability company

AIP Properties #1, L.P., a Delaware limited partnership

AIP Properties #3 GP, Inc., a Texas corporation

AIP Tamarac, Inc., a Texas corporation

AIP-Alfred, Inc., a Texas corporation

AIP-SWAG GP, Inc., a Texas corporation

American Industrial Properties REIT, a Texas real estate investment trust

American Industrial Properties REIT, Inc., a Maryland corporation

American Property Protection Company, a Vermont corporation

Bandera Pointe Investment LLC, a Delaware limited liability company

Benderson-Wainberg Associates, L.P., a Delaware limited partnership

BFW/Pike Associates, LLC, a New York limited liability company

BG BCF, LLC, a New York limited liability company

BG Big Flats, LLC, a New York limited liability company

BG Big Flats I, LLC, a New York limited liability company

BG Big Flats II-III, LLC, a New York limited liability company

BG Big Flats IV, LLC, a New York limited liability company

BG Delaware Consumer Square LLC, a Delaware limited liability company

BG Delaware Holdings LLC, a Delaware limited liability company

BG Hamburg HD, LLC, a New York limited liability company

BG Hamburg SJB, LLC, a New York limited liability company

BG Kellogg Stop, LLC, a New York limited liability company

BG Lockport II, LLC, a New York limited liability company

BG McKinley, LLC, a New York limited liability company

BG Milestrip, LLC, a New York limited liability company

BG Monmouth, LLC, a New Jersey limited liability company

BG Olean, LLC, a New York limited liability company

BG Outer Loop, LLC, a Kentucky limited liability company

BG Thruway LLC, a Delaware limited liability company

BG Toledo, LLC, an Ohio limited liability company

BG West Seneca HD, LLC, a New York limited liability company

BG Williamsville, LLC, a New York limited liability company

Black Cherry Limited Liability Company, a Colorado limited liability company

BRE DDR Belden Park, LLC, a Delaware limited liability company

BRE DDR Bison Holdings LLC, a Delaware limited liability company

BRE DDR Boomerang Holdings LLC, a Delaware limited liability company

BRE DDR Brookfield LLC, a Delaware limited liability company

BRE DDR Brown Deer Center LLC, a Delaware limited liability company

BRE DDR Brown Deer Market LLC, a Delaware limited liability company

BRE DDR Carillon Place LLC, a Delaware limited liability company

BRE DDR Connecticut Commons LLC, a Delaware limited liability company

BRE DDR Cool Springs Pointe LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Town Center I LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Town Center II LLC, a Delaware limited liability company

BRE DDR Crocodile Falcon Ridge Triangles LLC, a Delaware limited liability company

BRE DDR Crocodile Fortuna Center LLC, a Delaware limited liability company

BRE DDR Crocodile Holdings LLC, a Delaware limited liability company

BRE DDR Crocodile Indian Springs LLC, a Delaware limited liability company

BRE DDR Crocodile Orchards Market Center LLC, a Delaware limited liability company

BRE DDR Crocodile Property Holdco LLC, a Delaware limited liability company

BRE DDR Crocodile Silver Spring Square Trust, a Delaware statutory trust

BRE DDR Crocodile Sycamore Plaza LLC, a Delaware limited liability company

BRE DDR Crocodile Vista I LLC, a Delaware limited liability company

BRE DDR Crocodile Vista II – IV LLC, a Delaware limited liability company

BRE DDR Erie Marketplace Holdings LLC, a Delaware limited liability company

BRE DDR Erie Marketplace DST, a Delaware statutory trust

BRE DDR Fairfax Town Center LLC, a Delaware limited liability company

BRE DDR Flatacres Marketplace LLC, a Delaware limited liability company

BRE DDR Frisco Marketplace LLC, a Delaware limited liability company

BRE DDR Grandville Marketplace Holdings LLC, a Delaware limited liability company

BRE DDR Grandville Marketplace LLC, a Delaware limited liability company

BRE DDR Great Northern LLC, a Delaware limited liability company

BRE DDR Harbison Court LLC, a Delaware limited liability company

BRE DDR Homart Holdings LLC, a Delaware limited liability company

BRE DDR Lake Brandon Village LLC, a Delaware limited liability company

BRE DDR Lake Walden Square LLC, a Delaware limited liability company

BRE DDR Longhorn II Holdings LLC, a Delaware limited liability company

BRE DDR Longhorn II Mezz Borrower LLC, a Delaware limited liability company

BRE DDR MacArthur Marketplace LLC, a Delaware limited liability company

BRE DDR Marketplace at Towne Center LLC, a Delaware limited liability company

BRE DDR Memorial LLC, a Delaware limited liability company

BRE DDR Merriam Town Center LLC, a Delaware limited liability company

BRE DDR Midway Marketplace LLC, a Delaware limited liability company

BRE DDR Overland Pointe Marketplace LLC, a Delaware limited liability company

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BRE DDR Parker Pavilions LLC, a Delaware limited liability company

BRE DDR Piedmont Plaza LLC, a Delaware limited liability company

BRE DDR Pioneer Hills LLC, a Delaware limited liability company

BRE DDR Retail Holdings LLC, a Delaware limited liability company

BRE DDR Retail Holdings III LLC, a Delaware limited liability company

BRE DDR Retail Mezz 1 LLC, a Delaware limited liability company

BRE DDR Retail Mezz 2 LLC, a Delaware limited liability company

BRE DDR Retail Parent LLC, a Delaware limited liability company

BRE DDR Riverdale Village Inner Ring LLC, a Delaware limited liability company

BRE DDR Riverdale Village Outer Ring LLC, a Delaware limited liability company

BRE DDR Shoppers World LLC, a Delaware limited liability company

BRE DDR Shops at Turner Hill LLC, a Delaware limited liability company

BRE DDR TRS LLC, a Delaware limited liability company

BRE DDR Turner Hill Marketplace LLC, a Delaware limited liability company

BRE DDR Venice Holdings LLC, a Delaware limited liability company

BRE DDR Woodfield Village LLC, a Delaware limited liability company

BRE Pentagon JV Member LLC, a Delaware limited liability company

Buffalo-Elmwood Associates, LLC, a New York limited liability company

Buffalo-Elmwood SPE, LLC, a New York limited liability company

Buffalo-Ithaca Associates, LLC, a New York limited liability company

Buffalo-Ithaca Associates I, LLC, a New York limited liability company

Buffalo Mooresville II LP, a Delaware limited partnership

Buffalo-Niskayuna Associates, LLC, a New York limited liability company

Buffalo-Norfolk Associates, L.L.P., a Virginia limited liability company  (inactive but not dissolved)

Buffalo-Westgate Associates, LLC, a New York limited liability company

Buffalo-Westgate SPE, LLC, a New York limited liability company

Canal TC LLC, a Delaware limited liability company

Chelmsford Associates LLC, a Delaware limited liability company

Coventry Real Estate Partners, Ltd., an Ohio limited liability company

DD Community Centers Eight, Inc., a Delaware corporation

DD Community Centers Five, Inc., an Ohio corporation

DDR I Depositor LLC, a Delaware limited liability company

DDR/1st Carolina Crossings North LP, a Delaware limited partnership

DDR/1^st Carolina Crossings South LP, a Delaware limited partnership

DDR 2008 Portfolio LLC, a Delaware limited liability company

DDR 3030 Holdco LLC, a Delaware limited liability company

DDR 3P GP LLC, a Delaware limited liability company

DDR Arrowhead Crossing OP LLC, a Delaware limited liability company

DDR Aspen Grove Lifestyle Center Properties, LLC, a Delaware limited liability company

DDR Atlantico LLC, S.E., a Delaware limited liability company

-3-

DDR Bandera LLC, a Delaware limited liability company

DDR Bandera GP LLC, a Delaware limited liability company

DDR Bandera GP II LLC, a Delaware limited liability company

DDR Bandera LP II LLC, a Delaware limited liability company

DDR BB/DSG Highland LLC, a Delaware limited liability company

DDR Beachwood Headquarters LLC, a Delaware limited liability company

DDR Belgate Holdings LLC, a Delaware limited liability company

DDR Belgate LP, a Delaware limited partnership

DDR Bermuda Square LLC, a Delaware limited liability company

DDR Brookside LLC, a Delaware limited liability company

DDR Buena Park LLC, a Delaware limited liability company

DDR Buena Park Place Holdings LLC, a Delaware limited liability company

DDR Buena Park Place LP, a Delaware limited partnership

DDR Builders LLC, a Delaware limited liability company

DDR Builders Utah Inc., a Utah corporation

DDR BV Holdings LLC, a Delaware limited liability company

DDR BV Holdings II LLC, a Delaware limited liability company

DDR BV Holdings III LLC, a Delaware limited liability company

DDR BV Preferred Holdings LLC, a Delaware limited liability company

DDR CA Holdings LLC, a Delaware limited liability company

DDR Camino Real LLC, S.E., a Delaware limited liability company

DDR Canada Ventures Holding Inc., a Delaware corporation

DDR Canada Ventures Inc., an Ontario corporation

DDR Caribbean LLC, a Delaware limited liability company

DDR Caribbean Property Management LLC, a Delaware limited liability company

DDR Carolina Pavilion LP, a Delaware limited partnership

DDR Cayey LLC, S.E., a Delaware limited liability company

DDR Chesterfield Crossings LLC, a Delaware limited liability company

DDR Commonwealth Center II LLC, a Delaware limited liability company

DDR Continental Inc., an Ohio corporation

DDR Continental LP, an Ohio limited partnership

DDR Cotswold LP, a Delaware limited partnership

DDR CP Holdings LLC, a Delaware limited liability company

DDR CRC LLC, a Delaware limited liability company

DDR Creekside LP, a Delaware limited partnership

DDR Creekside Tenant LP, a Delaware limited partnership

DDR Cross Pointe Centre LLC, a Delaware limited liability company

DDR Crossroads Center LLC, an Ohio limited liability company

DDR CRV Portfolio LLC, S.E., a Delaware limited liability company

DDR Cumming TC LLC, a Delaware limited liability company

-4-

DDR DB 151 Ventures LP, a Texas limited partnership

DDR DB Kyle LP, a Texas limited partnership

DDR DB Mendocino LP, a Delaware limited partnership

DDR DB SA Phase II LP, a Texas limited partnership

DDR DB SA Ventures LP, a Texas limited partnership

DDR DB Stone Oak LP, a Texas limited partnership

DDR DB Terrell LP, a Texas limited partnership

DDR Deer Park Town Center LLC, an Ohio limited liability company

DDR del Sol LLC, S.E., a Delaware limited liability company

DDR Douglasville Pavilion LLC, a Delaware limited liability company

DDR DownREIT LLC, an Ohio limited liability company

DDR Duvall LLLP, a Delaware limited liability limited partnership

DDR Easton Holdings LLC, a Delaware limited liability company

DDR Easton Market OP LLC, a Delaware limited liability company

DDR ECE LLC, a Delaware limited liability company

DDR Escorial LLC, S.E., a Delaware limited liability company

DDR Fajardo LLC, S.E., a Delaware limited liability company

DDR Family Centers I, Inc., an Ohio corporation

DDR Family Centers LP, a Delaware limited partnership

DDR GC Ventures LLC, a Delaware limited liability company

DDR GL West GP Inc., an Ontario corporation

DDR GL West Limited Partnership, an Ontario partnership

DDR GL West OPCO ULC, an Alberta unlimited liability company

DDR GLH Freedom Plaza LLC, a Delaware limited liability company

DDR GLH GP Holdings II LLC, a Delaware limited liability company

DDR GLH LLC, a Delaware limited liability company

DDR GLH Marketplace Plaza LLC, a Delaware limited liability company

DDR Green Ridge Outlot LLC, a Delaware limited liability company

DDR Gresham Station LLC, a Delaware limited liability company

DDR Guayama WM LLC, S.E., a Delaware limited liability company

DDR Guilford LLC, a Delaware limited liability company

DDR Gulfport Promenade LLC, a Delaware limited liability company

DDR Hamilton Commons Outparcel LLC, a Delaware limited liability company

DDR Hendon Nassau Park II LP, a Georgia limited partnership  

DDR HD & C LLC, a Delaware limited liability company

DDR Highland Village LP, a Delaware limited partnership

DDR Homestead LLC, a Delaware limited liability company

DDR Horseheads LLC, a Delaware limited liability company

DDR I-Drive LLC, a Delaware limited liability company

DDR Independence Commons LLC, a Delaware limited liability company

-5-

DDR IRR Acquisition LLC, a Delaware limited liability company

DDR Isabela LLC, S.E., a Delaware limited liability company

DDR Isabela II LLC, S.E., a Delaware limited liability company

DDR JDN West Lansing GP LLC, a Delaware limited liability company

DDR Jefferson County Plaza LLC, a Missouri limited liability company

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

DDR Johnson City LLC, a Delaware limited liability company

DDR Johnson City LLC, a Delaware limited liability company

DDR Jupiter Falls, LLC, a Delaware limited liability company

DDR Kildeer Inc., an Illinois corporation

DDR KM Shopping Center LLC, a Delaware limited liability company

DDR Kyle Holdings LLC, a Delaware limited liability company

DDR Lake Brandon Plaza LLC, a Delaware limited liability company

DDR LH2 Mezz LLC, a Delaware limited liability company

DDR Major Mac Richmond GP Inc., an Ontario corporation

DDR Major Mac Richmond Limited Partnership, an Ontario limited partnership

DDR Major Mac Richmond OPCO ULC, an Alberta unlimited liability company

DDR Management LLC, a Delaware limited liability company

DDR Manatee Master GP LLC, a Delaware limited liability company

DDR Manatee Master LP, a Delaware limited partnership

DDR Manatee Master REIT, Inc., a Delaware corporation

DDR Mariner Square LLC, a Delaware limited liability company

DDR Mariner Square II LLC, a Delaware limited liability company

DDR Markaz II LLC, a Delaware limited liability company

DDR Maxwell LLC, a Delaware limited liability company

DDR Maxwell JV LLC, a Delaware limited liability company

DDR MCH East LLC, a Delaware limited liability company

DDR MCH East II LLC, a Delaware limited liability company

DDR MCH West LLC, a Delaware limited liability company

DDR McHenry Square LLC, a Delaware limited liability company

DDR Mendocino Holdings LLC, a Delaware limited liability company

DDR Merriam Village LLC, a Delaware limited liability company

DDR Metroplex Trust, a Delaware statutory trust

DDR Miami Avenue, LLC, a Delaware limited liability company

DDR Michigan II LLC, an Ohio limited liability company

DDR Mid-Atlantic Management Corp., a Delaware corporation

DDR MM Mezz LLC, a Delaware limited liability company

DDR MV City Center LLC, a Delaware limited liability company

DDR Nampa LLC, a Delaware limited liability company

DDR Nampa Cinema LLC, a Delaware limited liability company

-6-

DDR Nassau Park II Inc., an Ohio corporation

DDR Nassau Pavilion Associates LP, a Georgia limited partnership

DDR Nassau Pavilion Inc., an Ohio corporation

DDR NC Holdings LLC, a Delaware limited liability company

DDR Noble TC Trust, a Delaware statutory trust

DDR Norte LLC, S.E., a Delaware limited liability company

DDR Northern GL West BF LLC, a Delaware limited liability company

DDR Northern GL West TE Co., a Delaware corporation

DDR Northern GL West Trust, a Delaware statutory trust

DDR Northern Richmond Hill BF LLC, a Delaware limited liability company

DDR Northern Richmond Hill TE Co., a Delaware corporation

DDR Northern Richmond Hill Trust, a Delaware statutory trust

DDR Northland Square LLC, a Delaware limited liability company

DDR Northridge Loan LLC, a Delaware limited liability company

DDR Oeste LLC, S.E., a Delaware limited liability company

DDR Office Flex Corporation, a Delaware corporation

DDR Office Flex LP, an Ohio limited partnership

DDR OG Holdings LLC, a Delaware limited liability company

DDR Ohio Opportunity II LLC, an Ohio limited liability company

DDR Orland Park HD LLC, a Delaware limited liability company

DDR Orlando LLC, a Delaware limited liability company

DDR Overlook Hamilton LLC, a Delaware limited liability company

DDR PA Trustee LLC, a Delaware limited liability company

DDR Palm Valley Pavilions LLC, a Delaware limited liability company

DDR Palma Real LLC, S.E., a Delaware limited liability company

DDR Paradise LLC, an Ohio limited liability company

DDR Perimeter Holdings LLC, a Delaware limited liability company

DDR Perimeter Pointe LLC, a Delaware limited liability company

DDR Pool 3 Holdings LLC, a Delaware limited liability company

DDR Poyner Place LP, a Delaware limited partnership

DDR PR GC Ventures LLC, a Delaware limited liability company

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

DDR PR Ventures II LLC, a Delaware limited liability company

DDR PR Ventures III LLC, a Delaware limited liability company

DDR Prado LLC, a Delaware limited liability company

DDR Property Management LLC, a Delaware limited liability company

DDR PTC LLC, a Delaware limited liability company

DDR PTC Outparcel LLC, a Delaware limited liability company

DDR Realty Company, a Maryland Real Estate Investment Trust

DDR Reno LLC, a Delaware limited liability company

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DDR Retail Real Estate Limited Partnership, an Illinois limited partnership

DDR Rexville LLC, S.E., a Delaware limited liability company

DDR Rio Hondo LLC, S.E., a Delaware limited liability company

DDR Seabrook LLC, a Delaware limited liability company

DDR Senorial LLC, S.E., a Delaware limited liability company

DDR Site Work LLC, a Delaware limited liability company

DDR/SKW Grayslake LLC, a Delaware limited liability company

DDR SM LLC, a Delaware limited liability company

DDR Snellville Holdings LLC, a Delaware limited liability company

DDR Southeast Alliance, L.L.C., a Delaware limited liability company

DDR Southeast Brandon, L.L.C., a Delaware limited liability company

DDR Southeast Capital Crossing LP, a Delaware limited partnership

DDR Southeast Cascades, L.L.C., a Delaware limited liability company

DDR Southeast Clearwater Development, L.L.C., a Delaware limited liability company

DDR Southeast Colerain, L.L.C., a Delaware limited liability company

DDR Southeast Cortez, L.L.C., a Delaware limited liability company

DDR Southeast Denbigh Village, L.L.C., a Delaware limited liability company

DDR Southeast Duvall, L.L.C., a Delaware limited liability company

DDR Southeast East Hanover, L.L.C., a Delaware limited liability company

DDR Southeast Edgewater, L.L.C., a Delaware limited liability company

DDR Southeast Evansville East Lloyd, L.L.C., a Delaware limited liability company

DDR Southeast Fountains, L.L.C., a Delaware limited liability company

DDR Southeast Greenville Augusta, L.L.C., a Delaware limited liability company

DDR Southeast Greenville Woodruff, L.L.C., a Delaware limited liability company

DDR SoutheastHampton, L.L.C., a Delaware limited liability company

DDR Southeast Kester Mills, L.L.C., a Delaware limited liability company

DDR Southeast Lexington, L.L.C., a Delaware limited liability company

DDR Southeast Loisdale, L.L.C., a Delaware limited liability company

DDR Southeast New Tampa Commons, L.L.C., a Delaware limited liability company

DDR Southeast Property Management Corp., a Delaware corporation

DDR Southeast Retail Acquisitions, L.L.C., a Delaware limited liability company

DDR Southeast Retail Real Estate Manager, L.L.C., a Delaware limited liability company

DDR Southeast Sandy Plains, L.L.C., a Delaware limited liability company

DDR Southeast Short Pump, L.L.C., a Delaware limited liability company

DDR Southeast Snellville, L.L.C., a Delaware limited liability company

DDR Southeast Southlake LP, a Delaware limited partnership

DDR Southeast SP Outlot 1, L.L.C., a Delaware limited liability company

DDR Southeast Spring Mall, L.L.C., a Delaware limited liability company

DDR Southeast Sylvania, L.L.C., a Delaware limited liability company

DDR Southeast Tequesta, L.L.C., a Delaware limited liability company

-8-

DDR Southeast Union, L.L.C., a Delaware limited liability company

DDR Southeast Visionworks, L.L.C., a Delaware limited liability company

DDR Southeast Wendover LP, a Delaware limited partnership

DDR Southeast Windsor, L.L.C., a Delaware limited liability company

DDR Southern Management Corp., a Delaware corporation

DDR Stone Oak Holdings LLC, a Delaware limited liability company

DDR Sunset Hills LLC, a Delaware limited liability company

DDR Tarpon Square LLC, a Delaware limited liability company

DDR TC LLC, a Delaware limited liability company

DDR/Tech 29 Limited Partnership, a Maryland limited partnership   (inactive but not dissolved)

DDR Terraces SP LLC, a Delaware limited liability company

DDR Terrell Holdings LLC, a Delaware limited liability company

DDR Town Center GP, L.L.C., a Georgia limited liability company

DDR TRS Lender LLC, a Delaware limited liability company

DDR TS Holdings LLC, a Delaware limited liability company

DDR Tucson Spectrum I LLC, a Delaware limited liability company

DDR Tucson Spectrum II LLC, a Delaware limited liability company

DDR Tucson Spectrum III LLC, a Delaware limited liability company

DDR TX Holdings LLC, a Delaware limited liability company

DDR Urban, Inc, a Delaware corporation

DDR Urban LP, a Delaware limited partnership

DDR Valencia Holdings LLC, a Delaware limited liability company

DDR Valencia L.P., a Delaware limited partnership

DDR Van Ness, Inc., an Ohio corporation

DDR/Van Ness Operating Company, L.P., a Delaware limited partnership

DDR Vega Baja LLC, S.E., a Delaware limited liability company

DDR Walks at Highwood Preserve I LLC, a Delaware limited liability company

DDR Wando Crossing LLC, a Delaware limited liability company

DDR Warner Robins LLC, a Delaware limited liability company

DDR Waterstone LLC, a Delaware limited liability company

DDR WF Holdings LLC, a Delaware limited liability company

DDR WF Oakland LP, a Delaware limited partnership

DDR Willowbrook Plaza LP, a Delaware limited partnership

DDR Winter Garden LLC, a Delaware limited liability company

DDR Xenia and New Bern LLC, a Delaware limited liability company

DDRA Ahwatukee Foothills LLC, a Delaware limited liability company

DDRA Arrowhead Crossing LLC, a Delaware limited liability company

DDRA Community Centers Eight, L.P., a Delaware limited partnership

DDRA Community Centers Five, L.P., a Delaware limited partnership

DDRA Maple Grove Crossing LLC, a Delaware limited liability

-9-

DDRA Tanasbourne Town Center LLC, a Delaware limited liability company

DDRC Gateway LLC, a Delaware limited liability company

DDRC PDK Salisbury LLC, an Ohio limited liability company

DDRC PDK Salisbury IDOT LLC, a Delaware limited liability company

DDRC PDK Salisbury IDOT II LLC, a Delaware limited liability company

DDRC PDK Salisbury Phase III LLC, an Ohio limited liability company

DDRC Pike Entertainment LLC, a California limited liability company

DDRM Aberdeen Square LLC, a Delaware limited liability company

DDRM Apple Blossom Corners LLC, a Delaware limited liability company

DDRM Bardmoor Shopping Center LLC, a Delaware limited liability company

DDRM Casselberry Commons LLC, a Delaware limited liability company

DDRM Chickasaw Trails Shopping Center LLC, a Delaware limited liability company

DDRM Citrus Hills LLC, a Delaware limited liability company

DDRM Clayton Corners LLC, a Delaware limited liability company

DDRM Clearwater Crossing LLC, a Delaware limited liability company

DDRM Cofer Crossing LLC, a Delaware limited liability company

DDRM Conway Plaza LLC, a Delaware limited liability company

DDRM Countryside LLC, a Delaware limited liability company

DDRM Creekwood Crossing LLC, a Delaware limited liability company

DDRM Crossroads Plaza LLC, a Delaware limited liability company

DDRM Crystal Springs Shopping Center LLC, a Delaware limited liability company

DDRM Derby Square LLC, a Delaware limited liability company

DDRM Fayetteville Pavilion LLC, a Delaware limited liability company

DDRM Flamingo Falls LLC, a Delaware limited liability company

DDRM Hairston Crossing LLC, a Delaware limited liability company

DDRM Harundale Plaza LLC, a Delaware limited liability company

DDRM Heather Island Plaza LLC, a Delaware limited liability company

DDRM Highland Grove LLC, a Delaware limited liability company

DDRM Hilliard Rome LLC, a Delaware limited liability company

DDRM Hilliard Rome SPE LLC, a Delaware limited liability company

DDRM Hilltop Plaza GP LLC, a Delaware limited liability company

DDRM Hilltop Plaza LP, a Delaware limited partnership

DDRM Holdings Pool 1 LLC, a Delaware limited liability company

DDRM Holdings Pool 2 LLC, a Delaware limited liability company

DDRM Killearn Shopping Center LLC., a Delaware limited liability company

DDRM Lakewood Ranch LLC, a Delaware limited liability company

DDRM Largo Town Center LLC, a Delaware limited liability company

DDRM Meadowmont Village Center LLC, a Delaware limited liability company

DDRM Melbourne Shopping Center LLC, a Delaware limited liability company

DDRM Midway Plaza LLC, a Delaware limited liability company

-10-

DDRM North Pointe Plaza LLC, a Delaware limited liability company

DDRM Northlake Commons LLC, a Delaware limited liability company

DDRM Oviedo Park Crossing LLC, a Delaware limited liability company

DDRM Paraiso Plaza LLC, a Delaware limited liability company

DDRM Plaza del Paraiso LLC, a Delaware limited liability company

DDRM Properties LLC, a Delaware limited liability company

DDRM River Run LLC, a Delaware limited liability company

DDRM Riverdale Shops LLC, a Delaware limited liability company

DDRM Riverstone Plaza LLC, a Delaware limited liability company

DDRM Rosedale Shopping Center LLC, a Delaware limited liability company

DDRM Sexton Commons LLC, a Delaware limited liability company

DDRM Sharon Greens LLC, a Delaware limited liability company

DDRM Sharon Greens Outlot LLC, a Delaware limited liability company

DDRM Sheridan Square LLC, a Delaware limited liability company

DDRM Shoppes at Lake Dow LLC, a Delaware limited liability company

DDRM Shoppes at New Tampa LLC, a Delaware limited liability company

DDRM Shoppes at Paradise Pointe LLC, a Delaware limited liability company

DDRM Shoppes of Ellenwood LLC, a Delaware limited liability company

DDRM Shoppes of Golden Acres LLC, a Delaware limited liability company

DDRM Shoppes of Lithia LLC, a Delaware limited liability company

DDRM Shops at Oliver's Crossing LLC, a Delaware limited liability company

DDRM Skyview Plaza LLC, a Delaware limited liability company

DDRM Southwood Plantation LLC, a Delaware limited liability company

DDRM Springfield Commons LLC, a Delaware limited liability company

DDRM Village Square at Golf LLC, a Delaware limited liability company

DDRM West Falls Plaza LLC, a Delaware limited liability company

DDRM West Oaks Towne Center LLC, a Delaware limited liability company

DDR-SAU Atlanta Brookhaven, L.L.C., a Delaware limited liability company

DDR-SAU Atlanta Cascade, L.L.C., a Delaware limited liability company

DDR-SAU Atlanta Cascade Corners, L.L.C., a Delaware limited liability company

DDR-SAU Canton Hickory, L.L.C., a Delaware limited liability company

DDR-SAU Decatur Flat Shoals, L.L.C., a Delaware limited liability company

DDR-SAU Durham Patterson, L.L.C., a Delaware limited liability company

DDR-SAU Greenville Pointe, L.L.C., a Delaware limited liability company

DDR-SAU Greer North Hampton Market, L.L.C., a Delaware limited liability company

DDR-SAU Lewandowski, L.L.C., a Delaware limited liability company

DDR-SAU Memphis American Way, L.L.C., a Delaware limited liability company

DDR-SAU Morristown Crossroads, L.L.C., a Delaware limited liability company

DDR-SAU Myrtle Beach Carolina Forest, L.L.C., a Delaware limited liability company

DDR-SAU Myrtle Beach Carolina Forest Outparcels, L.L.C., a Delaware limited liability company

-11-

DDR-SAU Nashville Willowbrook, L.L.C., a Delaware limited liability company

DDR-SAU Oakland, L.L.C., a Delaware limited liability company

DDR-SAU Pasadena Red Bluff GP, L.L.C., a Delaware limited liability company

DDR-SAU Pasadena Red Bluff Limited Partnership, a Delaware limited partnership

DDR-SAU Pasadena Red Bluff LP, L.L.C., a Delaware limited liability company

DDR-SAU Retail Fund, L.L.C., a Delaware limited liability company

DDR-SAU Salisbury Alexander, L.L.C., a Delaware limited liability company

DDR-SAU South Bend Broadmoor, L.L.C., a Delaware limited liability company

DDR-SAU South Square, L.L.C., a Delaware limited liability company

DDR-SAU Stone Mountain Deshon, L.L.C., a Delaware limited liability company

DDR-SAU Virginia Beach Republic, L.L.C., a Delaware limited liability company

DDR-SAU Waynesboro, L.L.C., a Delaware limited liability company

DDR-SAU Wendover Phase II, L.L.C., a Delaware limited liability company

DDR-SAU Winston-Salem Harper Hill, L.L.C., a Delaware limited liability company

DDRTC Alexander Place LLC, a Delaware limited liability company

DDRTC Barrett Pavilion LLC, a Delaware limited liability company

DDRTC Bellevue Place SC LLC, a Delaware limited liability company

DDRTC Birkdale Village LLC, a Delaware limited liability company

DDRTC Columbiana Station I LLC, a Delaware limited liability company

DDRTC Columbiana Station II LLC, a Delaware limited liability company

DDRTC Core Retail Fund, LLC, a Delaware limited liability company

DDRTC CP LLC, a Delaware limited liability company

DDRTC Creeks at Virginia Center LLC, a Delaware limited liability company

DDRTC Cypress Trace LLC, a Delaware limited liability company

DDRTC Eisenhower Crossing LLC, a Delaware limited liability company

DDRTC Fayette Pavilion I and II LLC, a Delaware limited liability company

DDRTC Fayette Pavilion III and IV LLC, a Delaware limited liability company

DDRTC Heritage Pavilion LLC, a Delaware limited liability company

DDRTC Hillsboro Square LLC, a Delaware limited liability company

DDRTC Holdings Pool 1 LLC, a Delaware limited liability company

DDRTC Holdings Pool 2 LLC, a Delaware limited liability company

DDRTC Holdings Pool 3 LLC, a Delaware limited liability company

DDRTC Holdings Pool 4 LLC, a Delaware limited liability company

DDRTC Holdings Pool 5 LLC, a Delaware limited liability company

DDRTC Holdings Pool 6 LLC, a Delaware limited liability company

DDRTC Holdings Pool 7 LLC, a Delaware limited liability company

DDRTC Market Place LLC, a Delaware limited liability company

DDRTC Marketplace at Mill Creek LLC, a Delaware limited liability company

DDRTC McFarland Plaza LLC, a Delaware limited liability company

DDRTC Newnan Pavilion LLC, a Delaware limited liability company

-12-

DDRTC Overlook at King of Prussia LLC, a Delaware limited liability company

DDRTC River Ridge LLC, a Delaware limited liability company

DDRTC Shoppes at Lake Mary LLC, a Delaware limited liability company

DDRTC T&C LLC, a Delaware limited liability company

DDRTC Turkey Creek LLC, a Delaware limited liability company

DDRTC Village Crossing LLC, a Delaware limited liability company

DDRTC Village Crossing Phase III LLC, a Delaware limited liability company

DDRTC Warwick Center LLC, a Delaware limited liability company

DDRTC Westside Centre LLC, a Delaware limited liability company

DDRTC Winslow Bay Commons LLC, a Delaware limited liability company

DDRTC Woodstock Square LLC, a Delaware limited liability company

Developers Diversified Centennial Promenade LP, an Ohio limited partnership

Developers Diversified Cook’s Corner LLC, an Ohio limited liability company

Developers Diversified of Mississippi, Inc., an Ohio corporation

Diversified Construction LLC, a Delaware limited liability company

DOTRS Limited Liability Company, an Ohio limited liability company

Eastchase Fort Worth OG LLC, a Delaware limited liability company

Easton Market Limited Liability Company, a Delaware limited liability company

Energy Management Development Services LLC, a Delaware limited liability company

Feverish IC LLC, a Delaware limited liability company

FT. Collins Partners I, LLC, a Colorado limited liability company

GS Boardman LLC, a Delaware limited liability company

GS Brentwood LLC, a Delaware limited liability company

GS Centennial LLC, a Delaware limited liability company

GS DDR LLC, an Ohio limited liability company

GS Erie DST, a Delaware statutory trust

GS University Centre Outparcel LP, a Delaware limited partnership

GS II Big Oaks LLC, a Delaware limited liability company

GS II Brook Highland LLC, a Delaware limited liability company

GS II DDR LLC, an Ohio limited liability company

GS II Green Ridge LLC, a Delaware limited liability company

GS II Meridian Crossroads LLC, a Delaware limited liability company

GS II North Pointe LLC, a Delaware limited liability company

GS II University Centre LP, a Delaware limited partnership

GS II Uptown Solon LLC, a Delaware limited liability company

GS University Centre Outparcel LP, a Delaware limited partnership

Hagerstown TIF LLC, an Ohio limited liability company

Hendon/Atlantic Rim Johns Creek, LLC, a Georgia limited liability company

Hermes Associates, a Utah general partnership

Hermes Associates, Ltd., a Utah limited partnership

-13-

Historic Van Ness LLC, a California limited liability company

HWWM Associates, LLC, a New York limited liability company

JDN Development Company, Inc., a Delaware Corporation

JDN Development Company Holdings LLC, a Delaware limited liability company

JDN Development Investment, L.P., a Georgia limited partnership

JDN Development LP LLC, a Delaware limited liability company

JDN Hamilton GP LLC, a Delaware limited liability company

JDN Intermountain Development, Parker Pavilion, LLC, a Georgia limited liability company

JDN QRS LLC, a Delaware limited liability company

JDN Real Estate - Conyers, L.P., a Georgia limited partnership

JDN Real Estate - Cumming, L.P., a Georgia limited partnership

JDN Real Estate - Freehold, L.P., a Georgia limited partnership

JDN Real Estate - Hamilton, L.P., a Georgia limited partnership

JDN Real Estate - Lakeland, L.P., a Georgia limited partnership

JDN Real Estate - Overland Park, L.P., a Georgia limited partnership

JDN Real Estate - Parker Pavilions, L.P., a Georgia limited partnership

JDN Real Estate - Stone Mountain, L.P., a Georgia limited partnership

JDN Real Estate - West Lansing, L.P., a Georgia limited partnership

JDN Realty Corporation, a Maryland corporation

JDN Realty Holdings, L.P., a Georgia limited partnership

JDN Realty Investment, L.P., a Georgia limited partnership

JDN Realty LP LLC, a Delaware limited liability company

JDN West Allis Associates Limited Partnership, a Georgia limited partnership

JDN Westgate LLC, a Delaware limited liability company

Lennox Town Center Limited, an Ohio limited liability company

Merriam Town Center Ltd., an Ohio limited liability company

Mountain Vista Real Estate Opportunity Fund I, LLC, a Delaware limited liability company

Mt. Nebo Pointe LLC, an Ohio limited liability company

MV Bloomfield LLC, a Delaware limited liability company

National Property Protection Company, a Vermont corporation

Parcel J-1B Limited Partnership, a Virginia limited partnership   (inactive but not dissolved)

Paseo Colorado Holdings LLC, a Delaware limited liability company

PR II Deer Park Town Center LLC, a Delaware limited liability company

Retail Value Investment Program Limited Partnership IIIB, a Delaware limited partnership

Retail Value Investment Program IIIC Limited Partnership, a Delaware limited partnership

Riverdale Retail Associates, L.C., a Utah limited liability company

Shea and Tatum Associates Limited Partnership, an Arizona limited partnership

ShoreSales LLC, a Delaware limited liability company

Southtown Realty LLC, a Delaware limited liability company

S&T Property LLC, a Delaware limited liability company

-14-

Sun Center Limited, an Ohio limited liability company

TFCM Associates, LLC, a Utah limited liability company

University Square Associates, Ltd., a Utah limited partnership.

USAA Income Properties IV Trust, a trust organized and existing in Massachusetts

-15-

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-205059, 333-205071) and in the Registration Statements on Form S-8 (Nos. 333-108681, 333-117069, 333-147270, 333-162453, 333-181442) of DDR Corp. of our report dated February 21, 2017 relating to the financial statements, financial statement schedulesand the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 21, 2017

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-205059, 333-205071) and in the Registration Statements on Form S-8 (Nos. 333-108681, 333-117069, 333-147270, 333-162453, 333-181442)of DDR Corp. of our report dated February 21, 2017 relating to the financial statements of DDR-SAU Retail Fund, L.L.C., which appears in this Annual Report on Form 10‑K of DDR Corp.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 21, 2017

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Thomas F. August, certify that:

1. I have reviewed this Annual Report on Form 10-K 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;

4. 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:

a) 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;

b) 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;

c) 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

d) 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):

a) 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

b) 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.

February 21, 2017
Date
	/s/ Thomas F. August
	Thomas F. August
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Christa A. Vesy, certify that:

1. I have reviewed this Annual Report on Form 10-K 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;

4. 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:

a) 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;

b) 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;

c) 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

d) 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):

a) 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

b) 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.

February 21, 2017
Date
	/s/ Christa A. Vesy
	Christa A. Vesy
	Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer

EX-32.1

Exhibit 32.1

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

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

(1)The Annual Report on Form 10-K of the Company for the period ended December 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Thomas F. August

Thomas F. August

President and Chief Executive Officer

February 21, 2017

EX-32.2

Exhibit 32.2

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

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

(1)The Annual Report on Form 10-K of the Company for the period ended December 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Christa A. Vesy

Christa A. Vesy

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

February 21, 2017

EX-99.1

Exhibit 99.1

DDR-SAU Retail Fund, L.L.C.

Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014

(Information for the Years Ended December 2015

and 2014 not Covered by Auditor’s Report)

Contents

Report of Independent Auditors	1
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Members’ Capital	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	7

Report of Independent Auditors

To theManagement of DDR-SAU Retail Fund, L.L.C.:

We have audited the accompanying consolidated financial statements of DDR-SAU Retail Fund, L.L.C. and its subsidiaries, which comprise the consolidatedbalance sheetas of December 31, 2016and the related consolidatedstatement of operations, of members’ capital and of cash flows for the year then ended.  

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.  

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DDR-SAU Retail Fund, L.L.C. and its subsidiaries as of December 31, 2016 and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matter

The accompanying consolidated balance sheet of DDR-SAU Retail Fund, L.L.C. and its subsidiariesas of December 31, 2015, and the related consolidated statements of operations, of members’ capital and of cash flows for the years ended December 31, 2015 and December 31, 2014 are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2015 and 2014 financial statements to be audited and they are therefore not covered by this report.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio

February 21, 2017

DDR-SAU Retail Fund, L.L.C.

Consolidated Balance Sheets

As of December 31, 2016 and 2015 (December 31, 2015 not Covered by Auditor’s Report)

(in thousands)

	December 31,
	2016			2015
Assets
Real estate rental property:
Land	$	31,880		$	69,066
Building and building improvements		95,318			199,394
Tenant improvements		8,159			18,107
		135,357			286,567
Less: Accumulated depreciation		(38,742	)		(76,551	)
Real estate, net		96,615			210,016
Cash and cash equivalents		2,245			3,178
Accounts receivable, net		1,921			2,838
Deferred lease costs, net of accumulated amortization of $501 as of 2016 and $898 as of 2015		472			1,120
Intangible assets, net of accumulated amortization of $11,216 as of 2016 and $24,043 as of 2015		3,008			6,568
Prepaid expenses		12			67
Total assets	$	104,273		$	223,787
Liabilities and Members' Capital
Mortgages payable, net (Note 4)	$	60,381		$	151,397
Accrued real estate taxes		242			339
Prepaid tenant rents		206			571
Accounts payable and other accrued liabilities, net		483			1,268
Tenant security deposits		314			630
Total liabilities		61,626			154,205
Commitments and contingencies (Note 6)
Members' capital		42,647			69,582
Total liabilities and member's capital	$	104,273		$	223,787

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

2

DDR-SAU Retail Fund, L.L.C.

Consolidated Statements of Operations

For the Years Ended December 31, 2016, 2015, and 2014
(Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

(in thousands)

	For the Year Ended December 31,
	2016			2015			2014
Revenues from operations:
Minimum rents	$	11,391		$	22,779		$	22,666
Percentage and overage rents		3			13			20
Recoveries from tenants		4,235			6,588			6,576
Ancillary and other income		99			1,375			209
Total revenues		15,728			30,755			29,471
Rental operation expenses:
Operating and maintenance		2,208			4,315			3,962
Real estate taxes		1,864			3,619			3,618
Asset management fees (Note 5)		231			466			466
Management fees (Note 5)		683			1,303			1,283
General and administrative		212			437			393
Depreciation and amortization		4,751			10,299			11,517
Impairment charge (Note 8)	—			—				2,590
Total expenses		9,949			20,439			23,829
Operating  income		5,779			10,316			5,642
Other expense:
Interest expense		(3,037	)		(7,219	)		(7,547	)
Total other expense		(3,037	)		(7,219	)		(7,547	)
Income (loss) from continuing operations		2,742			3,097			(1,905	)
Income from discontinued operations (Note 9)	—			—				2,481
	—			—				2,481
Gain on disposition of real estate, net		53,556		—			—
Net income	$	56,298		$	3,097		$	576

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

3

DDR-SAU Retail Fund, L.L.C.

Consolidated Statements of Members’ Capital

For the Years Ended December 31, 2016, 2015, and 2014

(Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

(in thousands)

	Total
Balance at December 31, 2013	$	81,447
Distributions		(11,528	)
Net income		576
Balance at December 31, 2014	$	70,495
Distributions		(4,010	)
Net income		3,097
Balance at December 31, 2015	$	69,582
Distributions		(83,233	)
Net income		56,298
Balance at December 31, 2016	$	42,647

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

4

DDR-SAU Retail Fund, L.L.C.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016, 2015, and 2014

(Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

(in thousands)

	For the Year Ended December 31,
	2016			2015			2014
Cash flow from operating activities:
Net income	$	56,298		$	3,097		$	576
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		4,751			10,299			12,386
Amortization of deferred financing costs		1			1			2
Amortization of above- and below-market leases		75			(10	)		(49	)
Impairment charge	—			—				2,590
Gain on disposition of real estate, net		(53,556	)	—				(2,446	)
Change in operating assets and liabilities:
Accounts receivable, net		184			(104	)		478
Prepaid expenses		(40	)		16			(175	)
Accrued real estate taxes		(4	)		(346	)		(696	)
Prepaid tenant rents		(365	)		34			(264	)
Accounts payable and other accrued liabilities, net		(106	)		(18	)		18
Tenant security deposits		5			56			86
Total adjustments		(49,055	)		9,928			11,930
Net cash flow provided by operating activities		7,243			13,025			12,506
Cash flow from investing activities:
Construction of and improvements to real estate and related assets		(1,321	)		(5,000	)		(3,440	)
Payment of lease procurement costs		(129	)		(317	)		(305	)
Proceeds from disposition of real estate		167,525		—				26,087
Net cash flow provided by (used in) investing activities		166,075			(5,317	)		22,342
Cash flow from financing activities:
Payments of mortgages payable		(91,018	)		(4,181	)		(24,393	)
Distributions to Members		(83,233	)		(4,010	)		(11,528	)
Net cash flow used in financing activities		(174,251	)		(8,191	)		(35,921	)
Net change in cash and cash equivalents		(933	)		(483	)		(1,073	)
Cash and cash equivalents, beginning of year		3,178			3,661			4,734
Cash and cash equivalents, end of year	$	2,245		$	3,178		$	3,661

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

5

DDR-SAU Retail Fund, L.L.C.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016, 2015, and 2014

(Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

(in thousands)

Supplemental disclosure of non-cash investing and financing activities:

	For the Year Ended December 31
	2016	2015	2014
Write-off of fully amortized tenant improvements	$                 8	$             179	$             168
Write-off of fully amortized deferred lease costs	—	17	68
Write-off of fully amortized intangible assets	14	73	2,385
Improvements to real estate included in accounts payable	110	269	140
Lease procurement costs included in accounts payable	—	7	23

The foregoing transactions did not provide or use cash and, accordingly, they are not reflected in the consolidated statements of cash flows.

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

6

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

1. Organization of Company

Background

DDR-SAU Retail Fund, L.L.C. (the “Company”) was formed May 13, 2005.  The Company is a joint venture between DDR Retail Real Estate L.P. (“DDRRELP” and Special Account-U, L.P. (“SAU”) which is owned by Utah State Retirement Investment Fund (“USRIF”), collectively referred to as the “Members”.  All references within to “the Non-SAU Member” are in reference to DDRRELP, which is a wholly-owned subsidiary of DDR Corp. (“DDR”).

The Non-SAU Member is responsible for the day-to-day management of the Company as the Managing Member.  The Company has engaged DDR Property Management LLC (“DDRPM”), a wholly-owned subsidiary of DDR, and DDR to act as the Property Manager.  Effective July 1, 2015, the asset management and property management fees that were attributable to DDRPM were both assigned to DDR.

Nature of Business

The Company is engaged in the business of owning and operating shopping centers.  The tenant base includes primarily national retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry.  Adverse changes in general or local economic conditions could result in the inability of some existing tenants of the Company to meet their lease obligations and could adversely affect the Company’s ability to attract and retain tenants.

Revenues derived from the Company’s largest tenant aggregated 19.2%, 17.3%, and 21.3% of total revenues, respectively, for the years ended December 31, 2016, 2015, and 2014.

The Properties

The Company owned 12 properties (the “Properties”) in five states at December 31, 2016.  The Company owned 23 properties in eight states as of December 31, 2015, and 2014.  The total leasable area of the Properties is 1.0 million square feet (unaudited), 2.0 million square feet (unaudited), and 2.0 million square feet (unaudited) as of December 31, 2016, 2015, and 2014, respectively.

During the years ended December 31, 2016 and 2014, the Company sold eleven properties and four properties and received net proceeds of $167.5 million and $26.1 million, respectively.  A portion of the net proceeds was utilized to pay down $89.4 million and $21.2 million of mortgages payable during December 31, 2016 and 2014, respectively.

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DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Significant Membership Terms

The Company’s profit and loss for each year is to be allocated to SAU and the Non-SAU Member in amounts necessary to cause their respective capital accounts to reflect the distribution of cash flow from a hypothetical liquidation of the Company’s assets and liabilities.  However, in any year the Non-SAU Member is paid an incentive distribution upon reaching certain internal rate of return thresholds, as defined within the operating agreement, the Non-SAU Member will receive a special allocation in an amount equal to such incentive distribution. Additionally, any special allocations to the Non-SAU Member will reduce profit or increase the loss to be allocated to the SAU and the Non-SAU Member.

Cash flow from the operations of the Properties is to be distributed monthly to SAU and the Non-SAU Member according to their percentage interests, currently 80% and 20%, respectively.  Cash flows from major capital events, as defined, through the year ended December 31, 2016 were distributed in accordance with the members’ percentage interests as the internal rate of return threshold was not met.  The membership agreement permits either Member to offer to acquire for a stated amount, as defined, the other Member’s interest in the Company.  

2. Summary of Significant Accounting Principles

Principles of Consolidation

The consolidated financial statements include the accounts of DDR-SAU Retail Fund, L.L.C. and its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated.

Real Estate

Real estate assets are stated at cost less accumulated depreciation.  Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the tangible assets as follows:

Building and building improvements	5 to 30 years
Tenant improvements	Useful lives, which approximate lease terms, where applicable

Depreciation expense was $4.2 million, $8.9 million, and $9.4 million (including discontinued operations), which includes none, $10,648, and $20,158, related to the write-off of unamortized basis of tenant improvements associated with the early termination of tenant leases for the years ended December 31, 2016, 2015, and 2014, respectively.  Expenditures for maintenance and repairs are charged to operations as incurred.  Significant expenditures that improve or extend the life of the asset are capitalized.

8

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

The Company reviews its real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value.  The determination of undiscounted cash flows requires significant estimates made by management and is based on the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information.  The determination of anticipated cash flows is inherently subjective and is based, in part, on assumptions regarding holding periods, future occupancy, rental rates and capital requirements that could differ materially from actual results.  If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.  See Note 8 for a discussion related to impairment charges recorded during 2014.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  The Company maintains cash deposits with a major financial institution from which time to time may exceed federally insured limits.  The Company periodically assesses the financial condition of the institution and believes that risk of loss is minimal.

Deferred Financing Costs

Costs incurred in obtaining the Company’s mortgages payable (Note 4) are capitalized and amortized into interest expense over the term of the mortgage on a straight-line basis, which approximates the effective yield method.  The net cost is reflected as a reduction of mortgages payable in the consolidated balance sheets.  Amortization expense was $679, $1,526, and $1,754 (including discontinued operations) for the years ended December 31, 2016, 2015, and 2014, respectively.

Deferred Lease Costs

Deferred lease costs represent direct costs paid to enter into tenant leases and are amortized over the related lease term.  Amortization expense was $105,966, $238,693, and $243,338 (including discontinued operations) which include none, $3,635, and $12,019, related to the write-off of unamortized costs associated with the early termination of tenant leases for the years ended December 31, 2016, 2015, and 2014, respectively.

9

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Intangible Assets and Liabilities

Intangible assets and liabilities (in the case of below-market leases) generally consist of in-place leases, above-market leases, and below-market leases, which were recorded at the time of acquisition of certain properties.  The value of in-place leases and tenant relationships are amortized to depreciation and amortization expense over the weighted-average remaining initial term of the lease (and expected renewal periods for tenant relationships); however, no amortization period for the intangible assets will exceed the remaining depreciable life of the building.  Above- or below-market leases are amortized over the remaining life of the respective leases (plus fixed-rate renewal periods for below-market leases) as a decrease or increase to minimum rents, respectively.

The Company’s intangible assets and liabilities are comprised as follows (in thousands):

	Net Carrying Value at December 31,		Useful Lives	Amortization – For the Year Ended December 31,
	2016	2015		2016	2015	2014
In-place leases (1)	$ 2,742	$ 6,227	1-20 yrs	$   447	$ 1,150	$ 2,786	(2)
Above-market leases	266	341	2-15 yrs	75	75	89
	$ 3,008	$ 6,568
Below-market leases (3)	$       —	$    472	3-7 yrs	$     —	$  (85)	$ (137)

⁽¹⁾  Includes value allocated to in-place leases and tenant relationships

⁽²⁾ Includes $634 related to the write-off of unamortized basis associated with the early termination of leases

⁽³⁾  Amounts included in accounts payable and other accrued liabilities, net in the consolidated balance sheets

The estimated net amortization expense pertaining to the Company’s finite-lived intangible assets and liabilities for the subsequent five years ending December 31 is as follows (in thousands):

2017	$ 517
2018	506
2019	506
2020	363
2021	163

In the event that a tenant terminates its lease, the respective unamortized portion of the related intangible value is written off as an adjustment to revenue or expense, as appropriate.

10

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Revenue Recognition

Minimum rents from tenants are recognized using the straight-line method over the lease term.  Overage rents are recognized after the reported tenant sales have exceeded the applicable sales breakpoint.  Revenues associated with the expense reimbursements from tenants are recognized in the period in which the expenses are incurred based upon the tenant lease provisions.  Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligation under the lease.

Income Taxes

No provision has been made in the accompanying consolidated financial statements for any federal income taxes since each item of income, gain, loss, deduction, or credit is reportable by the Members in their respective income tax returns.  The statutes of limitations for income tax returns remain open for the years 2013 through 2016.  The Company had no uncertain tax positions at December 31, 2016 and 2015.

Interest

Interest paid aggregated $3.0 million, $7.2 million, and $8.2 million for years ended December 31, 2016, 2015, and 2014, respectively.

Disposition of Real Estate

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

A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results.  Since January 1, 2015, the disposition of individual property disposals did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income (Loss) from Continuing Operations and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate, Net.  Prior to January 1, 2015, and the guidance for reporting discontinued operations, the shopping centers sold were considered a component of an entity and, the operations of the sold asset were considered discontinued operations.  Interest expense that was specifically identifiable to the property was included in the computation of interest expense attributable to discontinued operations.  

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DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company 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 period.  Actual results could differ from those estimates.

New Accounting Standards Adopted

Going Concern

In August 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which requires management to evaluate, at each annual reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter.  This standard was adopted by the Company as of December 31, 2016.  See Note 4 Mortgages Payable.  

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 FASB Accounting Standards Codification (“ASC”).  The new guidance is effective for annual reporting periods beginning after December 15, 2017.  The Company may elect to defer adoption for one year.  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.  

12

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

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.  The adoption of this standard is not expected to have a material impact to the Company’s 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 Accounting Standards Codification 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 non-cancelable 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) requirement to bifurcate certain lease and non-lease components.  The lease standard is effective for fiscal years beginning after December 15, 2018 with early adoption permitted.  The Company may elect to defer adoption for one year.  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 two areas within its accounting policies it believes could be impacted by the new standard.  First, 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.  Second, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space.  However, the Company does not believe this change will have a material impact on its financial statements.  

13

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

3. Accounts Receivable

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $65,031 and $100,066 as of December 31, 2016 and 2015, respectively.  At December 31, 2016 and 2015, straight-line rents receivable, net of a provision for uncollectible amounts of $33,823 and $59,513, respectively, aggregated $642,644 and $1.1 million, respectively.  The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

4. Mortgages Payable

Pool One

The Company has non-recourse allocated mortgages payable with USRIF that are cross-collateralized and cross defaulted.  Pool One is collateralized by seven and fourteen properties that had a net carrying value of $50.4 million and $119.0 million at December 31, 2016 and 2015, respectively.  Pool One requires principal and interest payments aggregating $161,303 monthly.

The Company’s Pool One mortgage matures on September 1, 2017 and cannot be prepaid prior to June 1, 2017.  Therefore, as of the date of issuance of the consolidated financial statements, the Company currently does not have any commitments from lenders to refinance this mortgage obligation; however, management’s intent is to refinance the mortgage with the existing lender, who also owns 80% of the Company, or to find alternative sources of capital.  

Pool Two

The Company has non-recourse allocated mortgages payable with USRIF that are cross-collateralized and cross defaulted.  Pool Two is collateralized by five and nine properties that had a net carrying value of $49.7 million and $98.2 million at December 31, 2016 and 2015, respectively.  Pool Two requires principal and interest payments aggregating $174,264 monthly.

There are no covenants associated with Pool One or Pool Two.

14

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

The terms of the Company’s outstanding mortgages payable at December 31, 2016 and 2015 are as follows (in thousands):

	Fixed Interest Rate	Maturity Date
			2016	2015
Pool One	4.74%	9/1/2017	$    28,710	$    81,860
Pool Two	4.65%	4/1/2018	31,671	69,540
Less: Deferred financing costs, net of accumulated                         amortization of $3 in 2016 and $5 in 2015
			—	3
			$    60,381	$   151,397

As of December 31, 2016, the required future principal payments on the Company’s mortgages payable over the next two years are as follows (in thousands):

Year	Principal Payments
2017	$	29,342
2018		31,039
	$	60,381

5. Transactions with Related Parties (including Discontinued Operations)

All mortgages payable outstanding at December 31, 2016 and 2015 are outstanding with USRIF.

The following table presents related party fees earned and billed to the Company for the years ended December 31, 2016, 2015, and 2014 (in thousands):

		For the Year Ended December 31,
Fees earned	Related Party	2016	2015	2014
Asset management fees (1)	DDRPM and DDR	$      231	$      466	$      512
Management fees (2)	DDRPM and DDR	683	1,303	1,399
Maintenance service fees (5)	DDR	119	195	172
Construction management fees (3)	DDRPM and DDR	27	93	82
Legal service fees (6)	DDR	84	117	102
Tax preparation fees (6)	DDR	9	8	8
Insurance premiums (4),(5)	DDR	305	576	781

⁽¹⁾ Asset management fees are based on a percentage of the gross asset value for each property, as defined in the management agreement.

⁽²⁾ Management fees are based on a percentage of cash receipts for each property, as defined in the management agreement.

⁽³⁾ Construction management fees are equal to the total cost of construction on a project multiplied by a percentage depending on the total cost of work, as defined in the management agreement.

⁽⁴⁾ In accordance with the management agreement, DDR arranges for insurance coverage from insurers authorized to do business in the United States, which provide liability and property coverage.  The Company remitted to DDR insurance premiums associated with these insurance policies.

⁽⁵⁾ Recorded in operating and maintenance expenses on the consolidated statements of operations.

⁽⁶⁾ Recorded in general and administrative expenses on the consolidated statements of operations.

15

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Related Party Payables

As of December 31, 2016 and 2015, the Company had related party payables of $60,469 and $140,059, respectively.  The amounts are included within accounts payable and other accrued liabilities, net on the consolidated balance sheets and represents amounts owed to DDR and DDRPM for the services and fees discussed above incurred pursuant to the property management and other service agreements.  

6. Commitments and Contingencies

Leases

Shopping center space is leased to tenants pursuant to agreements which provide for terms ranging generally from one to 11 years and, in some cases, for annual rentals which are subject to adjustments based on operating expense levels, sales volume, or contractual increases as defined in the lease agreements.

The scheduled future minimum rents from rental property under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises, for the five years ending December 31, and thereafter, are as follows (in thousands):

Year	Minimum Rental Revenues
2017	$	10,443
2018		9,744
2019		8,206
2020		5,262
2021		3,054
Thereafter		8,131
	$	44,840

Legal Matters

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

16

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

7. Fair Value of Financial Instruments

The following methods and assumptions were used by the Company pursuant to the provisions of Fair Value Measurements in estimating fair value disclosures of financial instruments:

Cash and cash equivalents, accounts receivable, accounts payable:

The carrying amounts reported in the consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.  The carrying amount of straight-line rents receivable does not materially differ from its fair value.

Debt:

The carrying amount in the consolidated balance sheets for mortgages payable is $60.4 million and $151.4 million at December 31, 2016 and 2015, respectively.  Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company has determined the fair value of its debt to be $61.5 million and $153.5 million at December 31, 2016 and 2015, respectively.

8. Impairment Charge

Pursuant to the provisions of ASC No. 360, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company recorded an impairment charge related to one property for $2.6 million for the year ended December 31, 2014.  The impairment charge was triggered primarily by a significant anchor tenant vacancy.

Measurement of Fair Value

The Company is required to assess the fair value of impaired assets.  The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows, 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 the fair value.  However, in certain circumstances, a single valuation technique may be appropriate.

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DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

Fair Value Hierarchy

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

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

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

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

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

Items Measured at Fair Value on a Non-Recurring Basis

The valuation techniques utilized by the Company to assess long-lived assets held and used were determined to fall under level 3 of the fair value hierarchy for the year ended December 31, 2014, resulting in a fair market value of $2.8 million.

9. Discontinued Operations

During the year ended December 31, 2016, the Company sold eleven properties.  This sale has not been classified as discontinued operations in the financial statements, as this sale does not represent a strategic shift in the Company’s business plan.

18

DDR-SAU Retail Fund, L.L.C.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016, 2015, and 2014 (Information for the Years Ended December 31, 2015 and 2014 not Covered by Auditor’s Report)

The Company sold four properties in 2014 that were classified as discontinued operations for the year ended December 31, 2014.  The following table provides a summary of revenue and expenses from properties included in discontinued operations (Note 2) (in thousands):

	For the Year Ended December 31, 2014
Revenues from operations:
Minimum rents	$	2,073
Recoveries from tenants		740
Ancillary and other income		10
Total revenues		2,823
Rental operation expenses:
Operating and maintenance		588
Real estate taxes		431
Asset management fees (Note 5)		46
Management fees (Note 5)		116
General and administrative		65
Depreciation and amortization		869
Total expenses		2,115
Operating income		708
Other expense:
Interest expense		(673	)
Total other expense		(673	)
Income from discontinued operations		35
Gain on disposition of real estate, net		2,446
Income from discontinued operations	$	2,481

10. Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of the Report of Independent Auditors, the date the Company’s financial statements were available to be issued.

19

XML

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2016	Feb. 10, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Trading Symbol	DDR
Entity Registrant Name	DDR CORP
Entity Central Index Key	0000894315
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		366,541,648
Entity Public Float			$ 5.6

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Assets
Land	$ 1,990,406	$ 2,184,145
Buildings	6,412,532	6,965,632
Fixtures and tenant improvements	735,685	743,037
Total real estate rental property	9,138,623	9,892,814
Less: Accumulated depreciation	(1,996,176)	(2,062,899)
Real estate rental property, net	7,142,447	7,829,915
Construction in progress and land	105,435	235,385
Total real estate assets, net	7,247,882	8,065,300
Investments in and advances to joint ventures	454,131	467,732
Cash and cash equivalents	30,430	22,416
Restricted cash	8,795	10,104
Accounts receivable, net	121,367	129,089
Notes receivable, net	49,503	42,534
Other assets, net	285,410	359,913
Total assets	8,197,518	9,097,088
Unsecured indebtedness:
Senior notes	2,913,217	3,149,188
Unsecured term loan	398,399	397,934
Revolving credit facilities	0	210,000
Total unsecured indebtedness	3,311,616	3,757,122
Secured indebtedness:
Secured term loan	199,843	199,251
Mortgage indebtedness	982,509	1,183,164
Total secured indebtedness	1,182,352	1,382,415
Total indebtedness	4,493,968	5,139,537
Accounts payable and other liabilities	382,293	425,478
Dividends payable	75,245	68,604
Total liabilities	4,951,506	5,633,619
Commitments and contingencies (Note 9)
DDR Equity
Preferred Shares (Note 10)	350,000	350,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 366,298,335 and 365,292,314 shares issued at December 31, 2016 and December 31, 2015, respectively	36,630	36,529
Additional paid-in capital	5,487,212	5,466,511
Accumulated distributions in excess of net income	(2,632,327)	(2,391,793)
Deferred compensation obligation	15,149	15,537
Accumulated other comprehensive loss	(4,192)	(6,283)
Less: Common shares in treasury at cost: 947,893 and 945,268 shares at December 31, 2016 and December 31, 2015, respectively	(14,957)	(15,316)
Total DDR shareholders' equity	3,237,515	3,455,185
Non-controlling interests	8,497	8,284
Total equity	3,246,012	3,463,469
Total liabilities and equity	$ 8,197,518	$ 9,097,088

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common shares, par value	$ 0.10	$ 0.10
Common shares, shares authorized	600,000,000	600,000,000
Common shares, shares issued	366,298,335	365,292,314
Treasury at cost	947,893	945,268

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues from operations:
Minimum rents	$ 701,208	$ 719,737	$ 688,556
Percentage and overage rents	7,610	6,267	5,231
Recoveries from tenants	238,419	246,719	230,987
Fee and other income	58,568	55,348	60,901
Total revenue from operations	1,005,805	1,028,071	985,675
Rental operation expenses:
Operating and maintenance	131,177	144,611	142,336
Real estate taxes	145,907	149,082	138,771
Impairment charges	110,906	279,021	29,175
General and administrative	76,101	73,382	84,484
Depreciation and amortization	389,519	402,045	402,825
Total rental operation expenses	853,610	1,048,141	797,591
Other income (expense):
Interest income	37,054	29,213	15,927
Interest expense	(217,589)	(241,727)	(237,120)
Other income (expense), net	3,322	(1,739)	(12,262)
Total other income (expense)	(177,213)	(214,253)	(233,455)
Loss before earnings from equity method investments and other items	(25,018)	(234,323)	(45,371)
Equity in net income (loss) of joint ventures	15,699	(3,135)	10,989
Impairment of joint venture investments	0	(1,909)	(30,652)
(Loss) gain on sale and change in control of interests, net	(1,087)	7,772	87,996
(Loss) income before tax expense	(10,406)	(231,595)	22,962
Tax expense of taxable REIT subsidiaries and state franchise and income taxes	(1,781)	(6,286)	(1,855)
(Loss) income from continuing operations	(12,187)	(237,881)	21,107
Income from discontinued operations	0	0	89,398
(Loss) income before gain on disposition of real estate	(12,187)	(237,881)	110,505
Gain on disposition of real estate, net	73,386	167,571	3,060
Net income (loss)	61,199	(70,310)	113,565
(Income) loss attributable to non-controlling interests, net	(1,187)	(1,858)	3,717
Net income (loss) attributable to DDR	60,012	(72,168)	117,282
Write-off of preferred share original issuance costs	0	0	(1,943)
Preferred dividends	(22,375)	(22,375)	(24,054)
Net income (loss) attributable to common shareholders	$ 37,637	$ (94,543)	$ 91,285
Per share data:
Basic	$ 0.10	$ (0.27)	$ 0.25
Diluted	$ 0.10	$ (0.27)	$ 0.25

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Net income (loss)	$ 61,199	$ (70,310)	$ 113,565
Other comprehensive income (loss):
Foreign currency translation, net	31	(2,088)	9,115
Reclassification adjustment for foreign currency translation included in net income			21,755
Change in fair value of interest-rate contracts	1,491	1,203	(1,045)
Change in cash flow hedges reclassed to earnings	688	1,173	472
Reclassification adjustment for realized gains on available-for-sale securities included in net income	0	0	(1,416)
Unrealized losses on available-for-sale securities	0	0	(627)
Total other comprehensive income	2,210	288	32,755
Comprehensive income (loss)	63,409	(70,022)	146,320
Comprehensive (income) loss attributable to non-controlling interests:
Allocation of net (income) loss	(1,187)	(1,858)	3,717
Foreign currency translation, net	(119)	781	887
Total comprehensive (income) loss attributable to non-controlling interests	(1,306)	(1,077)	103
Total comprehensive income (loss) attributable to DDR	62,103	(71,099)	146,423
Parent [Member]
Other comprehensive income (loss):
Reclassification adjustment for foreign currency translation included in net income	0	0	26,256
Non-Controlling Interests [Member]
Other comprehensive income (loss):
Reclassification adjustment for foreign currency translation included in net income	0	0	(4,501)
Comprehensive income (loss)	$ 1,306	$ 1,077	$ (103)

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	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
Balance at Dec. 31, 2013	$ 3,927,879	$ 405,000	$ 35,938	$ 5,417,363	$ (1,915,638)	$ 16,702	$ (36,493)	$ (18,211)	$ 23,218
Balance, shares at Dec. 31, 2013			359,379
Issuance of common shares related to stock plans	6,930	0	$ 40	6,066	0	0	0	824	0
Issuance of common shares related to stock plans, shares			397
Issuance of common shares for cash offering	11,634	0	$ 66	11,568	0	0	0	0	0
Issuance of common shares for cash offering, shares			664
Stock-based compensation, net	2,539	0	$ 27	1,864	0	(93)	0	741	0
Stock-based compensation, net, shares			271
Issuance of OP Units	18,256	0	$ 0	0	0	0	0	0	18,256
Contributions from non-controlling interests	93	0	0	0	0	0	0	0	93
Distributions to non-controlling interests	(14,184)	0	0	0	0	0	0	0	(14,184)
Redemption of preferred shares	(55,026)	(55,000)	0	1,917	(1,943)	0	0	0	0
Dividends declared-common shares	(223,016)	0	0	0	(223,016)	0	0	0	0
Dividends declared-preferred shares	(23,897)	0	0	0	(23,897)	0	0	0	0
Comprehensive income (loss)	146,320	0	0	0	117,282	0	29,141	0	(103)
Balance at Dec. 31, 2014	3,797,528	350,000	$ 36,071	5,438,778	(2,047,212)	16,609	(7,352)	(16,646)	27,280
Balance, shares at Dec. 31, 2014			360,711
Issuance of common shares related to stock plans	7,388	0	$ 44	7,214	0	0	0	130	0
Issuance of common shares related to stock plans, shares			435
Stock-based compensation, net	2,979	0	$ 6	4,123	0	(1,072)	0	(78)	0
Stock-based compensation, net, shares			60
Issuance of common stock in settlement of conversion feature (Note 7)	(144)	0	$ 304	(1,726)	0	0	0	1,278	0
Issuance of common stock in settlement of conversion feature (Note 7), shares			3,043
Redemption of OP Units	(30)	0	$ 104	18,122	0	0	0	0	(18,256)
Redemption of OP Units, shares			1,043
Distributions to non-controlling interests	(1,817)	0	$ 0	0	0	0	0	0	(1,817)
Dividends declared-common shares	(250,038)	0	0	0	(250,038)	0	0	0	0
Dividends declared-preferred shares	(22,375)	0	0	0	(22,375)	0	0	0	0
Comprehensive income (loss)	(70,022)	0	0	0	(72,168)	0	1,069	0	1,077
Balance at Dec. 31, 2015	3,463,469	350,000	$ 36,529	5,466,511	(2,391,793)	15,537	(6,283)	(15,316)	8,284
Balance, shares at Dec. 31, 2015			365,292
Issuance of common shares related to stock plans	16,440	0	$ 101	14,747	0	0	0	1,592	0
Issuance of common shares related to stock plans, shares			1,006
Stock-based compensation, net	4,333	0	$ 0	5,954	0	(388)	0	(1,233)	0
Stock-based compensation, net, shares			0
Distributions to non-controlling interests	(1,093)	0	$ 0	0	0	0	0	0	(1,093)
Dividends declared-common shares	(278,171)	0	0	0	(278,171)	0	0	0	0
Dividends declared-preferred shares	(22,375)	0	0	0	(22,375)	0	0	0	0
Comprehensive income (loss)	63,409	0	0	0	60,012	0	2,091	0	1,306
Balance at Dec. 31, 2016	$ 3,246,012	$ 350,000	$ 36,630	$ 5,487,212	$ (2,632,327)	$ 15,149	$ (4,192)	$ (14,957)	$ 8,497
Balance, shares at Dec. 31, 2016			366,298

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flow from operating activities:
Net income (loss)	$ 61,199	$ (70,310)	$ 113,565
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Depreciation and amortization	389,519	402,045	419,079
Stock-based compensation	7,765	7,895	9,962
Amortization and write-off of deferred finance charges and fair market value of debt adjustments	2,147	(5,315)	(6,488)
Accretion of convertible debt discount	0	9,953	11,377
Equity in net (income) loss of joint ventures	(15,699)	3,135	(10,989)
Impairment of joint venture investments	0	1,909	30,652
Net loss (gain) on sale and change in control of interests	1,087	(7,772)	(87,996)
Operating cash distributions from joint ventures	8,210	8,382	10,749
Realized gain on sale of available-for-sale securities	0	0	(1,416)
Gain on disposition of real estate	(73,386)	(167,571)	(99,069)
Impairment charges and loan loss reserve	110,906	279,021	38,552
Change in notes receivable accrued interest	(9,487)	(8,048)	(8,259)
Change in restricted cash	2,241	1,111	7,060
Net change in accounts receivable	1,410	(3,107)	(2,357)
Net change in accounts payable and accrued expenses	(9,775)	174	14,630
Net change in other operating assets and liabilities	(13,222)	(16,915)	(18,770)
Total adjustments	401,716	504,897	306,717
Net cash flow provided by operating activities	462,915	434,587	420,282
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed	(145,975)	(176,020)	(330,929)
Real estate developed and improvements to operating real estate	(162,926)	(305,725)	(260,897)
Proceeds from disposition of real estate and joint venture interests	758,064	488,229	977,189
Equity contributions to joint ventures	(6,849)	(6,142)	(21,754)
Issuance (repayment) of joint venture advances, net	10,000	(82,634)	(258,248)
Distributions from unconsolidated joint ventures	26,793	18,123	25,693
Proceeds from sale of available-for-sale securities	0	0	3,216
Issuance of notes receivable	(11,139)	0	0
Repayment of notes receivable	5,065	9,521	1,436
Change in restricted cash	(943)	160	17,490
Net cash flow provided by (used for) investing activities	472,090	(54,488)	153,196
Cash flow from financing activities:
(Repayment of) proceeds from revolving credit facilities, net	(210,000)	182,371	2,110
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses	0	884,786	0
Repayment of senior notes	(240,000)	(502,996)	0
Proceeds from mortgages and other secured debt	0	400,000	151,302
Repayment of term loans and mortgage debt	(195,495)	(1,068,924)	(497,238)
Payment of debt issuance costs	(43)	(4,605)	(1,046)
Redemption of preferred shares	0	0	(55,000)
Proceeds from issuance of common shares, net of underwriting commissions and offering expenses	0	0	11,635
Issuance (repurchase) of common shares in conjunction with equity award plans and dividend reinvestment plan	13,536	2,325	(494)
Contributions from non-controlling interests	0	0	93
Distributions to non-controlling interests and redeemable operating partnership units	(1,085)	(6,452)	(9,446)
Dividends paid	(293,905)	(265,277)	(240,551)
Net cash flow used for financing activities	(926,992)	(378,772)	(638,635)
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	8,013	1,327	(65,157)
Effect of exchange rate changes on cash and cash equivalents	1	152	(570)
Cash and cash equivalents, beginning of year	22,416	20,937	86,664
Cash and cash equivalents, end of year	$ 30,430	$ 22,416	$ 20,937

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

DDR Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “DDR”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, expanding, leasing, 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.  

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 $405.4 million and $412.4 million as of December 31, 2016 and 2015, 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):

	For the Year Ended December 31,
	2016		2015		2014
Accounts payable related to construction in progress	$	13.3	$	31.6	$	25.7
Dividends declared		75.2		68.6		61.5
Mortgages assumed from acquisitions		—		33.7		293.3
Issuance of Operating Partnership Units ("OP Units")		—		—		18.3
Redemption of OP Units		—		18.3		—
Elimination of a previously held equity interest (Note 3)		—		1.4		2.5
Preferred equity interest and mezzanine loan applied to purchase    price of acquired properties		—		—		51.8
Reclassification adjustment of foreign currency translation (Note 11)		—		—		21.8
Write-off of preferred share original issuance costs		—		—		1.9

Real Estate

Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation.  Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

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

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

Construction in Progress and Land includes undeveloped land as well as construction in progress related to shopping center developments and expansions.  The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs of $8.1 million, $9.1 million and $9.9 million in 2016, 2015 and 2014, respectively.  

Purchase Price Accounting

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

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including undeveloped land and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, estimated hold periods, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects.  An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value.  The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information.  If the Company is evaluating the potential sale of an asset or undeveloped land, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date.  If an impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.  The Company recorded aggregate impairment charges of $110.9 million, $279.0 million and $38.1 million, related to consolidated real estate investments during the years ended December 31, 2016, 2015 and 2014 (including discontinued operations), respectively (Note 12).  

Disposition of Real Estate and Real Estate Investments

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

A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results.  Since January 1, 2015, the disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income from Continuing Operations and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.  

Prior to January 1, 2015, pursuant to the revised guidance for reporting discontinued operations, the shopping centers sold by the Company were considered a component of an entity, and the operations of the sold asset were considered discontinued operations.  Interest expense that was specifically identifiable to the property was included in the computation of interest expense attributable to discontinued operations.  Consolidated interest expense at the corporate level was allocated to discontinued operations based on the proportion of net assets disposed.  

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year.  This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk.  Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell.  The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2016 and 2015.  

Interest and Real Estate Taxes

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

Interest paid during the years ended December 31, 2016, 2015 and 2014, aggregated $220.0 million, $234.6 million and $243.2 million, respectively, of which $3.1 million, $6.7 million and $8.7 million, respectively, was capitalized.  

Investments in and Advances to Joint Ventures

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits.  The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.

Restricted Cash

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

Accounts Receivable

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

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $7.1 million and $6.2 million at December 31, 2016 and 2015, respectively.  At December 31, 2016 and 2015, straight-line rents receivable, net of a provision for uncollectible amounts of $4.1 million and $4.0 million, respectively, aggregated $65.1 million and $65.7 million, respectively.  

Notes Receivable

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

Deferred Charges

External costs and fees incurred in obtaining indebtedness are included in the Company’s consolidated balance sheets as a direct deduction from the related debt liability, rather than as an asset.  Debt issuance costs related to the Company’s revolving credit facilities remain classified as an asset on the consolidated balance sheets as these costs are, at the outset, not associated with an outstanding borrowing.  The aggregate costs are amortized over the terms of the related debt agreements.  Such amortization is reflected in Interest Expense in the Company’s consolidated statements of operations.

Available-for-Sale Securities

Unrealized gains or losses from marketable equity securities were recorded in Other Comprehensive Income (“OCI”), and any realized gains and losses were recorded using the specific identification method in the Company’s consolidated statements of comprehensive income or loss.  

Treasury Shares

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

Revenue Recognition

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

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

	For the Year Ended December 31,
	2016		2015		2014
Management and other fee income	$	36,298	$	32,971	$	31,907
Ancillary and other property income		18,678		19,038		24,288
Lease termination fees		3,512		2,774		4,085
Other		80		565		621
Total fee and other income	$	58,568	$	55,348	$	60,901

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred.

Stock Option and Other Equity-Based Plans

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

Stock-based compensation cost recognized by the Company was $7.0 million for each of the years ended December 31, 2016 and 2015, and $9.1 million for the year ended December 31, 2014.  These amounts include $0.9 million, $0.5 million and $1.4 million of expense related to the accelerated vesting of awards due to employee separations in 2016, 2015 and 2014, respectively.  This net cost is included in General and Administrative Expenses in the Company’s consolidated statements of operations.  

Income Taxes

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

In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code.  As such, the Company is subject to federal and state income taxes on the income from these activities.  The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015 and included numerous law changes applicable to REITs.  Currently effective changes have not, and the Company expects that the future changes will not, have a material impact on the Company’s operations.  

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local tax jurisdictions as well as certain jurisdictions outside the United States, in which it operates, where applicable.  The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense.  For the three years ended December 31, 2016, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions.  As of December 31, 2016, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2013 and forward.

Deferred Tax Assets

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

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

Foreign Currency Translation

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

Derivative and Hedging Activities

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

Fair Value Hierarchy

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

•   Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•   Level 2	Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
•   Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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

Segments

At December 31, 2016, the Company had two reportable operating segments:  shopping centers and loan investments.  The Company’s chief operating decision maker may review operational and financial data on a property basis and does not differentiate properties on a geographical basis for purposes of allocating resources or capital.  The Company evaluates individual property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items.  Each consolidated shopping center is considered a separate operating segment; however, each shopping center on a stand-alone basis represents less than 10% of revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregations criteria under the applicable standard.  

New Accounting Standards to Be Adopted

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers.  The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers that will supersede most of the existing revenue recognition guidance, including industry-specific guidance.  The core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU No. 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification (“ASC”).  The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017.  Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016.  Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09.  The Company 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 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 Accounting Standards Codification 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) 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 three areas within its accounting policies it believes could be impacted by the new standard.  First, 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 (Note 9).  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 will have a material impact on its financial statements.  

Business Combinations

In September 2015, the FASB issued 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 will early adopt the updated standard in the first quarter of 2017 with respect to its asset acquisitions.  Under this new standard, 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, upon adoption of this new standard, the Company anticipates that the majority of the transaction costs incurred related to the acquisition of shopping centers will be capitalized to real estate assets (Note3).  However, the Company does not believe this change will have a material impact on its 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 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 will early adopt the updated standards in the first quarter of 2017.  The adoption of these standards will modify the Company's current presentation of certain activities within the consolidated statements of cash flows and related disclosures, but they are not expected to have a material effect on the Company’s consolidated financial statements.

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Investments in and Advances to Joint Ventures

12 Months Ended

Dec. 31, 2016

Equity Method Investments And Joint Ventures [Abstract]

Investments in and Advances to Joint Ventures

2. Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2016, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage		Assets Owned
BRE DDR Retail Holdings III		5%	50 shopping centers in several states
BRE DDR Retail Holdings IV	5		6 shopping centers in several states
DDRTC Core Retail Fund, LLC	15		25 shopping centers in several states
DDR Domestic Retail Fund I	20		55 shopping centers in several states
DDR – SAU Retail Fund, LLC	20		12 shopping centers in several states
Other Joint Venture Interests	26–79		3 shopping centers in 2 states

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

	December 31,
	2016			2015
Condensed Combined Balance Sheets
Land	$	1,287,675		$	1,343,889
Buildings		3,376,720			3,551,227
Fixtures and tenant improvements		203,824			191,581
		4,868,219			5,086,697
Less: Accumulated depreciation		(884,356	)		(817,235	)
		3,983,863			4,269,462
Construction in progress and land		56,983			52,390
Real estate, net		4,040,846			4,321,852
Cash and restricted cash		50,378			58,916
Receivables, net		50,685			52,768
Other assets, net		248,664			318,546
	$	4,390,573		$	4,752,082
Mortgage debt	$	3,034,399		$	3,177,603
Notes and accrued interest payable to the Company		1,584			1,556
Other liabilities		206,949			219,799
		3,242,932			3,398,958
Redeemable preferred equity		393,338			395,156
Accumulated equity		754,303			957,968
	$	4,390,573		$	4,752,082
Company's share of accumulated equity	$	97,977		$	115,871
Redeemable preferred equity		393,338			395,156
Basis differentials		(36,117	)		(42,402	)
Deferred development fees, net of portion related to the Company's interest		(2,651	)		(2,449	)
Amounts payable to the Company		1,584			1,556
Investments in and Advances to Joint Ventures	$	454,131		$	467,732

	For the Year Ended December 31,
	2016			2015			2014
Condensed Combined Statements of Operations
Revenues from operations	$	513,365		$	524,697		$	485,764
Expenses from operations:
Operating expenses		144,984			146,924			140,615
Impairment charges(A)		13,598			52,700			21,583
Depreciation and amortization		195,198			207,816			151,651
Interest expense		132,943			140,701			171,803
Preferred share expense		33,418			25,991			7,355
Other (income) expense, net		23,513			30,235			37,970
		543,654			604,367			530,977
Loss before tax expense and discontinued operations		(30,289	)		(79,670	)		(45,213	)
Income tax expense (primarily Sonae Sierra Brasil), net		—			—			(6,565	)
Loss from continuing operations		(30,289	)		(79,670	)		(51,778	)
Discontinued operations:
Loss from discontinued operations(A)		—			—			(13,955	)
Gain on disposition of real estate, net of tax		—			—			55,020
Loss before gain on disposition of real estate, net		(30,289	)		(79,670	)		(10,713	)
Gain on disposition of real estate, net		57,261			17,188			10,116
Net income (loss) attributable to unconsolidated joint ventures	$	26,972		$	(62,482	)	$	(597	)
Income attributable to non-controlling interests		—			—			(2,022	)
Net income (loss) attributable to unconsolidated joint ventures	$	26,972		$	(62,482	)	$	(2,619	)
Company's share of equity in net income (loss) of joint ventures(B)	$	11,650		$	(5,289	)	$	9,218
Basis differential adjustments(B)		4,049			2,154			1,771
Equity in net income (loss) of joint ventures(B)	$	15,699		$	(3,135	)	$	10,989

(A) For the years ended December 31, 2016, 2015 and 2014, the Company’s proportionate share was $2.7 million, $10.5 million and $4.4 million, respectively.  Impairment charges included in discontinued operations related to asset sales were $11.1 million for the year ended December 31, 2014, of which the Company’s proportionate share was $0.8 million.  The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments, as appropriate, as discussed below.  Reflected in discontinued operations are 37 properties sold in 2014.

(B) 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.  The Company does not record income or loss from those investments in which its investment basis is zero.  There were no such investments at December 31, 2016.

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

	For the Year Ended December 31,
	2016		2015		2014
Management and other fees	$	28.6	$	26.0	$	24.9
Interest income		33.4		26.0		11.0
Development fees and leasing commissions		7.5		6.8		6.4

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

Disposition of Shopping Centers

In 2016, the Company’s joint ventures sold 17 shopping centers and land for an aggregate sales price of $214.6 million, of which the Company’s share of the gain on sale was $13.8 million.

BRE DDR Retail Holdings Joint Venture Acquisitions

The Company’s unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), (the “BRE DDR Joint Ventures”), were completed on similar terms.  Blackstone owns 95% of the common equity of the BRE DDR Joint Ventures, and consolidated affiliates of DDR own the remaining 5%.  The Company’s preferred equity investment was $386.1 million plus $7.2 million of accrued interest at December 31, 2016, with an annual interest rate of 8.5%.  The Company is entitled to certain preferential cumulative distributions payable out of operating and capital proceeds pursuant to the terms and conditions of the preferred equity.  This distribution is recognized as interest income within the Company’s consolidated statements of operations and classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets.  Blackstone has the right to defer up to 23.5% of the preferred equity fixed distributions, which have an annual interest rate of 8.5% for any deferred and unpaid preferred distributions.  The preferred equity is redeemable (1) at Blackstone’s option, in whole or in part, following acquisition of the properties, subject to early redemption premiums; (2) at DDR’s option after seven years; (3) at varying levels based upon specified financial covenants upon a sale of properties over a certain threshold and (4) upon the incurrence of additional indebtedness by the joint venture.  The Company provides leasing and property management services to all of the joint venture properties.  The Company cannot be removed as the property and leasing manager until the preferred equity is redeemed in full (except for certain specified events).  

Investment Interests Sold

In 2016, the Company sold its approximate 25% membership interest in 10 assets to its joint venture partner and recorded a loss on sale of $1.1 million, which is included in Loss on Sale and Change in Control of Interests, net, in the Company’s consolidated statement of operations.  In 2015, the Company sold its 50% membership interest in a property management company to its joint venture partner and recorded a loss on sale of $6.5 million, which is included in Gain on Sale and Change in Control of Interests, net in the Company’s consolidated statements of operations.  In addition, in 2015, the Company sold two shopping centers to this former joint venture partner for an aggregate sales price of $112.3 million, and the Company recorded a Gain on Sale of $59.8 million.

Sonae Sierra Brazil BV SARL (“SSB”)

On April 28, 2014, affiliates of DDR sold to Mr. Alexander Otto and certain of his affiliates the Company’s 50% ownership interest in SSB for approximately $343.6 million, which represented the Company’s entire investment in Brazil.  SSB owned an approximate 66% interest in a publicly traded company in Brazil, Sonae Sierra Brasil, S.A., which owned 10 shopping centers in Brazil and had an indirect interest in the Parque Dom Pedro shopping center.  The Company’s effective economic ownership in this investment was approximately 33%.  The Company recorded a Gain on Sale of Interests of $83.7 million in 2014, which included the reclassification of $19.7 million of foreign currency translation from Accumulated OCI (Note 11).  See discussion of related party transactions (Note 14). The weighted-average exchange rate used for recording the equity in net income in U.S. dollars was 2.26 for the Company’s ownership period, January 1, 2014 to April 28, 2014.

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Acquisitions

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

In 2016 and 2015, the Company acquired the following shopping centers (in millions):

Location	Date Acquired	Purchase Price		Face Value of Mortgage Debt Assumed
Phoenix, AZ	February 2016	$	60.5	$	—
Portland, OR	September 2016		86.3		—
Orange County, CA(A)	March 2015	$	49.2	$	33.0
Orlando, FL	April 2015		33.0		—
Houston, TX	June 2015		69.8		—
Orlando, FL	December 2015		67.1		—

(A) Acquired from an unconsolidated joint venture.  

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

							Weighted-Average Amortization Period (in Years)
	2016			2015			2016		2015
Land	$	27,093		$	74,699		N/A		N/A
Buildings		99,034			140,668		(B)		(B)
Tenant improvements		4,385			5,229		(B)		(B)
In-place leases (including lease origination costs and fair    market value of leases)(A)		14,021			19,250			5.1		7.3
Tenant relations		8,810			9,176			11.1		10.9
Other assets		146			1,252		N/A		N/A
		153,489			250,274
Less: Mortgage debt assumed at fair value		—			(33,735	)	N/A		N/A
Less: Below-market leases		(6,967	)		(29,885	)		15.4		18.4
Less: Other liabilities assumed		(547	)		(1,169	)	N/A		N/A
Net assets acquired	$	145,975		$	185,485

(A) Includes above-market value leases of $1.5 million at December 31, 2015, none in 2016.

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

	2016		2015
Consideration:
Cash (including debt repaid at closing)	$	145,975	$	169,805
Gain on Change in Control of Interests		—		14,279
Carrying value of previously held equity interest(A)		—		1,401
Total consideration(B)	$	145,975	$	185,485

(A) The significant inputs used to value the previously held equity interest were determined to be Level 3 for all of the applicable acquisitions.

(B) Total consideration excludes $0.4 million and $0.7 million in 2016 and 2015, respectively, of costs related to the acquisition of these assets.  These transaction costs were expensed as incurred and included in Other Income (Expense), net in the Company’s consolidated statements of operations.

Included in the Company’s consolidated statements of operations are $6.8 million, $9.5 million and $23.1 million in total revenues from the date of acquisition through December 31, 2016, 2015 and 2014, respectively, for the acquired properties.

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Notes Receivable

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

Notes Receivable

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 December 31, 2016 and 2015, the Company had loans and other receivables outstanding of $49.5 million and $42.5 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):

	2016			2015
Balance at January 1	$	41,988		$	52,444
Additions:
New mortgage loans		11,139			—
Interest		377			—
Accretion of discount		1,038			980
Deductions:
Collections of principal and interest		(5,054	)		(11,436	)
Balance at December 31	$	49,488		$	41,988

At December 31, 2016, the Company did not have any loans outstanding that were past due.  The following table summarizes the activity in the loan loss reserve (in thousands):

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

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

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Other Assets and Intangibles

12 Months Ended

Dec. 31, 2016

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets and Intangibles

5. Other Assets and Intangibles

Other assets consist of the following (in thousands):  

	December 31,
	2016		2015
Intangible assets:
In-place leases, net	$	99,600	$	130,330
Above-market leases, net		20,405		30,258
Lease origination costs		12,931		15,956
Tenant relations, net		108,662		134,504
Total intangible assets, net(A)		241,598		311,048
Other assets:
Prepaid expenses(B)		26,842		28,923
Other assets		6,274		6,293
Deposits		5,965		7,536
Deferred charges, net		4,731		6,113
Total other assets, net	$	285,410	$	359,913
Below-market leases, net (other liabilities)(A)	$	147,941	$	155,297

(A) In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off.  

(B) Includes $16.2 million and $16.8 million at December 31, 2016 and 2015, respectively.  During 2015, in accordance with amended legislation of the Puerto Rico Internal Revenue Code, the Company elected and paid this tax as part of an overall tax restructuring (Note 17).  

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

Year	Expense
2016	$	72.1
2015		92.6
2014		109.5

Estimated net future amortization associated with the Company’s intangible assets is as follows (in millions):

Year	Income		Expense
2017	$	6.1	$	61.0
2018		7.6		43.6
2019		8.4		32.9
2020		8.5		23.6
2021		8.8		17.2

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Revolving Credit Facilities

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Revolving Credit Facilities

6. Revolving Credit Facilities

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

	Carrying Value at December 31,				Weighted-Average Interest Rate(A) at December 31,			Maturity Date at
	2016		2015		2016	2015		December 31, 2016
Unsecured Credit Facility	$	—	$	210.0	N/A		1.4%	June 2019
PNC Facility		—		—	N/A	N/A		June 2019

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

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”).  The Unsecured Credit Facility provides for borrowings of up to $750 million, if certain financial covenants are maintained, two six-month options to extend the maturity to June 2020 upon the Company’s request and an accordion feature for expansion of availability up to $1.25 billion, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level.  The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility.  The Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at December 31, 2016.

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

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR, plus a specified spread (1.0% at December 31, 2016) 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 December 31, 2016 and 2015.  

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Unsecured and Secured Indebtedness

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Unsecured and Secured Indebtedness

7. Unsecured and Secured Indebtedness

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

	Carrying Value at December 31,						Interest Rate(A) at December 31,				Maturity Date at
	2016			2015			2016		2015		December 31, 2016
Unsecured indebtedness:
Senior notes(B)	$	2,932.2		$	3,172.2		3.375%–7.875%		3.375%–9.625%		April 2017– February 2026
Senior notes – discount, net		(5.0	)		(5.9	)
Net unamortized debt issuance costs		(14.0	)		(17.1	)
Total Senior Notes	$	2,913.2		$	3,149.2
Unsecured Term Loan	$	400.0		$	400.0			1.9%		1.5%	April 2017
Net unamortized debt issuance costs		(1.6	)		(2.1	)
Total Unsecured Term Loan	$	398.4		$	397.9
Secured indebtedness:
Secured Term Loan	$	200.0		$	200.0			2.1%		1.8%	April 2017
Net unamortized debt issuance costs		(0.2	)		(0.7	)
Total Secured Term Loan	$	199.8		$	199.3
Mortgage indebtedness – Fixed Rate	$	959.1		$	1,109.1			4.9%		5.0%	April 2017– February 2022
Mortgage indebtedness – Variable Rate		26.2			78.0			1.8%		1.8%	March 2017
Net unamortized debt issuance costs		(2.8	)		(3.9	)
Total Mortgage Indebtedness	$	982.5		$	1,183.2

(A) The interest rates reflected above for the senior notes represent the range of the coupon rate of the notes outstanding.  All other interest rates presented are a weighted average of the outstanding debt. Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at December 31, 2016 and 2015.

(B) Effective interest rate ranged from 3.5% to 8.1% at December 31, 2016.

Senior Notes

The Company’s various fixed-rate senior notes have interest coupon rates that averaged 4.9% and 5.2% at December 31, 2016 and 2015, respectively.  Senior notes with an aggregate principal amount of $82.2 million may not be redeemed by the Company prior to maturity and will not be subject to any sinking fund requirements.  The remaining senior notes may be redeemed based upon a yield maintenance calculation.  

The fixed-rate senior notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage.  The covenants also require that the cumulative dividends declared or paid from December 31, 1993, through the end of the current period cannot exceed Funds From Operations (as defined in the agreement) plus an additional $20.0 million for the same period unless required to maintain REIT status.  Interest is paid semiannually in arrears.  At December 31, 2016 and 2015, the Company was in compliance with all of the financial and other covenants under the indentures.  

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

Senior Convertible Notes

In November 2015, the Company elected to redeem its senior convertible notes ($350.0 million aggregate principal amount outstanding at maturity), in their entirety, prior to maturity.  The conversion price consisted of cash equal to the principal amount of the senior convertible notes and a premium paid in the Company’s common shares (equal to 9.0311 common shares per $1,000 principal amount of the senior convertible notes).  The Company issued 3.2 million shares upon conversion of the convertible notes.  

Unsecured Term Loan

The Company maintains a $400 million unsecured term loan with Wells Fargo Bank, National Association, as administrative agent, and PNC Bank, National Association, as syndication agent (the “Unsecured Term Loan”).  The Unsecured Term Loan has a maturity date of April 2017, with three one-year borrower options to extend upon the Company’s request, provided certain conditions are satisfied.  The Company may increase the amount of the facility provided that lenders agree to certain terms.  The outstanding principal amount under this credit facility may not exceed $600 million.  The Unsecured Term Loan bears interest at variable rates based on LIBOR as defined in the loan agreements plus a specified spread based on the Company’s long-term senior unsecured debt rating (1.1% at December 31, 2016).  The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities.  The Company was in compliance with these financial covenants at December 31, 2016 and 2015.

Secured Term Loan

The Company maintains a collateralized term loan (the “Secured Term Loan”) with a syndicate of financial institutions, for which KeyBank National Association serves as the administrative agent.  The Secured Term Loan matures in April 2017, which may be extended for one year to April 2018 at the Company’s option.  Borrowings under the Secured Term Loan bear interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread (1.35% at December 31, 2016) based on the Company’s long-term senior unsecured debt rating.  The collateral for the Secured Term Loan is real estate assets, or investment interests in certain assets, that are already encumbered by first mortgage loans.  The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities.  The Company was in compliance with these financial covenants at December 31, 2016 and 2015.  

Mortgages Payable

Mortgages payable, collateralized by real estate with a net book value of $1.5 billion at December 31, 2016, and related tenant leases are generally due in monthly installments of principal and/or interest.  Fixed contractual interest rates on mortgages payable range from approximately 3.4% to 9.8%.  

Scheduled Principal Repayments

The scheduled principal payments of the Revolving Credit Facilities (Note 6) and unsecured and secured indebtedness, excluding extension options, as of December 31, 2016, are as follows (in thousands):

Year	Amount
2017	$	1,124,292
2018		489,212
2019		185,819
2020		649,367
2021		394,455
Thereafter		1,662,772
		4,505,917
Unamortized fair market value of assumed debt		6,593
Net unamortized debt issuance costs		(18,542	)
Total indebtedness	$	4,493,968

Total gross fees paid by the Company for the Revolving Credit Facilities and term loans in 2016, 2015 and 2014 aggregated $1.8 million, $2.3 million and $1.9 million, respectively.  

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Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

8. Financial Instruments and Fair Value Measurements

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

Measurement of Fair Value

At December 31, 2016 and 2015, 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.  

Other Fair Value Instruments

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

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

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

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy.  The fair value of these notes was approximately $445.2 million and $441.5 million at December 31, 2016 and 2015, respectively, as compared to the carrying amounts of $443.3 million and $437.6 million, respectively.  

Debt

The fair market value of senior notes is determined using the trading price of the Company’s public debt.  The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value.  The Company’s senior notes 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):

	December 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,913,217	$	3,056,896	$	3,149,188	$	3,292,723
Revolving Credit Facilities and term loans		598,242		601,131		807,185		811,666
Mortgage Indebtedness		982,509		1,012,869		1,183,164		1,235,139
	$	4,493,968	$	4,670,896	$	5,139,537	$	5,339,528

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

As of December 31, 2016 and 2015, the Company had one effective Swap with a notional amount of $76.9 million and $78.5 million, respectively, expiring in September 2017, which converts LIBOR to a fixed rate of 2.8%.  The fair value of the Swap was a liability of $1.0 million and $2.5 million, respectively, as of December 31, 2016 and 2015, which is included in Other Liabilities on the Company’s consolidated balance sheets.   

The effective portion of changes in the fair value of derivatives designated, and that qualify, as a cash flow hedge is recorded in Accumulated OCI and is subsequently reclassified into earnings, as interest expense, in the period that the hedged forecasted transaction affects earnings.  During 2016, such derivative was 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 the derivative is recognized directly in earnings.  During the three years ended December 31, 2016, 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 an agreement with its Swap counterparty that contains a provision whereby if the Company defaults on certain of its unsecured indebtedness the Company could also be declared in default on its Swap, resulting in an acceleration of payment under the Swap.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Legal Matters

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

Commitments and Guaranties

In conjunction with the development and expansion of various shopping centers, the Company has entered into agreements with general contractors for the construction or redevelopment of shopping centers aggregating approximately $11.6 million as of December 31, 2016.

At December 31, 2016, the Company had letters of credit outstanding of $21.9 million.  The Company has not recorded any obligation associated with these letters of credit.  The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company.  

In connection with the sale of the Company’s interest in a former unconsolidated joint venture (Note 2), the Company retained its pro rata guarantee obligation to fund amounts due to the joint venture’s lender, aggregating $4.5 million at December 31, 2016, under certain circumstances, until the loan matures in October 2020 if such amounts are not paid by the joint venture.  The principal of the former joint venture partner is obligated to indemnify the Company in the event that the Company is required to make any payment in connection with this pro rata guarantee obligation and, accordingly, the Company did not record any liability related to this guarantee.  

Leases

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

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises and the scheduled minimum rental payments under the terms of all non-cancelable operating leases, principally ground leases, in which the Company is the lessee as of December 31, 2016, are as follows (in thousands):

Year	Minimum Rental Revenues		Minimum Rental Payments
2017	$	624,928	$	2,680
2018		549,841		2,707
2019		473,071		2,743
2020		398,517		2,563
2021		312,960		2,571
Thereafter		979,139		120,199
	$	3,338,456	$	133,463

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

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

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

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

Non-Controlling Interests

The Company had 369,176 OP Units outstanding at December 31, 2016 and 2015.  These OP Units, issued to different partnerships, are exchangeable at the election of the OP Unit holder and, under certain circumstances at the option of the Company, exchangeable into an equivalent number of the Company’s common shares or for the equivalent amount of cash.  Most of these OP Units are subject to registration rights agreements covering shares equivalent to the number of OP Units held by the holder if the Company elects to settle in its common shares.  The OP Units are classified on the Company’s balance sheet as Non-Controlling Interests.  

Preferred Shares

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

	December 31,
	2016		2015
Class J—6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value;    750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2016 and 2015	$	200,000	$	200,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value;    750,000 shares authorized; 300,000 shares issued and outstanding at December 31, 2016 and 2015		150,000		150,000
	$	350,000	$	350,000

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

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

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

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

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

Common Shares

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

	For the Year Ended December 31,
	2016		2015		2014
Common share dividends declared per share	$	0.76	$	0.69	$	0.62

The Company issued 0.7 million common shares in 2014 (primarily through the use of its continuous equity programs) at an average price per share of $18.15, resulting in net proceeds of $11.6 million.

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Other Comprehensive Loss

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Other Comprehensive Loss

11. Other Comprehensive Loss

The changes in Accumulated OCI by component are as follows (in thousands):

	Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Net Unrealized Gains (Losses) on Marketable Securities			Total
Balance, December 31, 2013	$	(7,912	)	$	(30,624	)	$	2,043		$	(36,493	)
Other comprehensive (loss) income before reclassifications		(1,045	)		10,002			(627	)		8,330
Change in cash flow hedges reclassed to earnings(A)		472			—			—			472
Reclassification adjustment for foreign currency translation(B)		—			21,755			—			21,755
Reclassification adjustment for realized gains on    available-for-sale securities(C)		—			—			(1,416	)		(1,416	)
Net current-period other comprehensive (loss) income		(573	)		31,757			(2,043	)		29,141
Balance, December 31, 2014		(8,485	)		1,133			—			(7,352	)
Other comprehensive income (loss) before reclassifications		1,203			(1,307	)		—			(104	)
Change in cash flow hedges reclassed to earnings(A)		1,173			—			—			1,173
Net current-period other comprehensive income (loss)		2,376			(1,307	)		—			1,069
Balance, December 31, 2015		(6,109	)		(174	)		—			(6,283	)
Other comprehensive income (loss) before reclassifications		1,491			(88	)		—			1,403
Change in cash flow hedges reclassed to earnings(A)		688			—			—			688
Net current-period other comprehensive income (loss)		2,179			(88	)		—			2,091
Balance, December 31, 2016	$	(3,930	)	$	(262	)	$	—		$	(4,192	)

(A) In the Company’s consolidated statements of operations, amortization of $0.8 million, $0.7 million and $0.6 million was classified in Interest Expense for the three years ended December 31, 2016, 2015 and 2014, respectively, partially offset by amortization classified in Equity in Net Income of Joint Ventures of $0.1 million in each of the same periods, which was previously recognized in Accumulated OCI.  The year ended December 31, 2015, includes $0.6 million classified in Other Income (Expense), net.

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

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

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Impairment Charges and Impairment of Joint Venture Investments

12 Months Ended

Dec. 31, 2016

Asset Impairment Charges [Abstract]

Impairment Charges and Impairment of Joint Venture Investments

12. Impairment Charges and Impairment of Joint Venture Investments

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

	For the Year Ended December 31,
	2016		2015		2014
Assets marketed for sale or assets sold(A)	$	110.9	$	179.7	$	10.6
Undeveloped land previously held for development(B)		—		99.3		18.6
Total continuing operations	$	110.9	$	279.0	$	29.2
Sold assets – discontinued operations		—		—		8.9
Joint venture investments(C)		—		1.9		30.7
Total impairment charges	$	110.9	$	280.9	$	68.8

(A) The Company recorded impairment charges in 2015 and 2016 triggered by changes in its strategic plan that impacted its asset hold-period assumptions.  During 2015, management accelerated the Company’s portfolio quality improvement initiative, which it intended to accomplish in part through the disposition of less strategic assets.  The disposition initiative triggered the recording of impairment charges on 25 operating shopping centers.  In 2016, in conjunction with the change of the Chief Executive Officer, the Company’s management and Board of Directors decided to increase the volume of near-term asset sales beyond the level contemplated in 2015 primarily to accelerate progress on its deleveraging goal.  As a result, the decision to accelerate sales triggered the recording of impairment charges on 20 operating shopping centers that management identified as short-term disposition candidates.  The impairment charges recorded in 2014 were triggered primarily by the Company’s marketing of certain assets for sale and management’s then-assessment of the likelihood and timing of potential transactions.

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

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

Items Measured at Fair Value on a Non-Recurring Basis

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

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

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 years ended December 31, 2016, 2015 and 2014.  The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2016
Long-lived assets held and used	$	—	$	—	$	438.2	$	438.2	$	110.9
December 31, 2015
Long-lived assets held and used		—		—		407.1		407.1		279.0
Unconsolidated joint venture investments		—		—		—		—		1.9
December 31, 2014
Long-lived assets held and used/held for sale		—		—		141.2		141.2		38.1
Unconsolidated joint venture investments		—		—		6.4		6.4		30.7

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

	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value at December 31,						Range
Description	2016		2015		Valuation Technique	Unobservable Inputs	2016	2015
Impairment of consolidated assets	$	13.4	$	33.8	Indicative Bid(A)/ Contracted Price	Indicative Bid(A)/ Contracted Price	N/A	N/A
		398.2		287.6	Income Capitalization Approach(B)/ Sales Comparison Approach	Market Capitalization Rate	7%–10%	8%–9%
						Price per Square Foot	$15–$31	$10–$40
		26.6		51.5	Indicative Bid(A)	Indicative Bid(A)	N/A	N/A
					Discounted Cash Flow	Discount Rate	10%–11%	10%–14%
						Terminal Capitalization Rate	10%–12%	8%–10%
		—		34.2	Indicative Bid(A)/ Sales Comparison Approach	Indicative Bid(A)	N/A	N/A

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

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

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Disposition of Real Estate and Real Estate Investments and Discontinued Operations

12 Months Ended

Dec. 31, 2016

Discontinued Operations And Disposal Groups [Abstract]

Disposition of Real Estate and Real Estate Investments and Discontinued Operations

13. Disposition of Real Estate and Real Estate Investments and Discontinued Operations

Effective January 1, 2015, the Company adopted guidance from the FASB that changed the criteria for determining which disposals are presented as discontinued operations.  As a result, most individual property disposals do not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold since January 1, 2015, remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.  

Disposition of Real Estate

During the years ended December 31, 2016 and 2015, the Company sold 33 properties and 29 properties, respectively, and various land parcels.  These sales have not been classified as discontinued operations in the Company’s consolidated financial statements, as these sales do not represent a strategic shift in the Company’s business plan (Note 1).  

Discontinued Operations

The Company sold 35 properties in 2014 that are included in discontinued operations. The following table provides a summary of revenues and expenses from the properties included in discontinued operations (Note 1) (in thousands):

	For the Year Ended December 31, 2014
Revenues	$	39,537
Expenses:
Operating expenses		11,070
Impairment charges		8,877
Interest, net		9,947
Depreciation and amortization		16,254
		46,148
Loss from discontinued operations		(6,611	)
Gain on disposition of real estate		96,009
Income from discontinued operations	$	89,398

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Transactions with Related Parties

14. Transactions with Related Parties

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

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

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Stock-Based Compensation Plans and Employee Benefits

12 Months Ended

Dec. 31, 2016

Postemployment Benefits [Abstract]

Stock-Based Compensation Plans and Employee Benefits

15. Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares.  Under the terms of the plans, awards available for grant were 5.8 million common shares at December 31, 2016.  

Stock Options

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

The fair values for option awards granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Year Ended December 31,
	2016		2015		2014
Weighted-average fair value of grants	$	1.61	$	2.35	$	2.43
Risk-free interest rate (range)– Based upon the U.S. Treasury Strip    with a maturity date that approximates the expected term of the award	1.1%–1.5%		1.4%–1.6%		1.2%–1.4%
Dividend yield (range) – Forecasted dividend yield based on the    expected life	4.5%–5.2%		4.1%–4.3%		4.5%–4.6%
Expected life (range)– Derived by referring to actual exercise experience	4–5 years		4–5 years		4–5 years
Expected volatility (range)– Derived by using a 50/50 blend of implied    and historical changes in the Company's historical stock prices over a    time frame consistent with the expected life of the award	20.6%–22.5%		21.5%–23.4%		24.7%–28.5%

The following table reflects the stock option activity described above:

				Weighted-		Weighted- Average		Aggregate
	Number of Options (Thousands)			Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value (Thousands)
Balance December 31, 2013		2,661		$	24.77
Granted		774			16.61
Exercised		(154	)		10.02
Forfeited		(320	)		33.40
Balance December 31, 2014		2,961			22.48
Granted		557			19.26
Exercised		(234	)		12.85
Forfeited		(472	)		36.51
Balance December 31, 2015		2,812			20.29
Granted		633			16.74
Exercised		(855	)		11.62
Forfeited		(784	)		29.46
Balance December 31, 2016		1,806		$	19.16		6.1	$	1,608
Options exercisable at December 31,
2016		1,038		$	20.49		4.5	$	1,608
2015		1,760			21.69		4.2		6,764
2014		1,922			25.75		4.0		9,077

The following table summarizes the characteristics of the options outstanding at December 31, 2016:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Outstanding at 12/31/16 (Thousands)		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Exercisable at 12/31/16 (Thousands)		Weighted-Average Exercise Price
$0.00–$12.00		175		2.4	$	7.49		175	$	7.49
$12.01–$16.00		177		4.7		13.88		177		13.88
$16.01–$21.00		1,261		7.6		17.36		493		17.35
$21.01–$66.75		193		0.8		46.38		193		46.38
		1,806		6.1	$	19.16		1,038	$	20.49

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2016:

	Options (Thousands)			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2015		1,052		$	2.64
Granted		633			1.61
Vested		(460	)		2.93
Forfeited		(457	)		2.06
Unvested at December 31, 2016		768		$	1.97

As of December 31, 2016, total unrecognized stock option compensation cost granted under the plans was $0.8 million, which is expected to be recognized over a weighted-average 1.6-year term.  

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

	For the Year Ended December 31,
	2016		2015		2014
Cash received for exercise price	$	9.9	$	2.5	$	1.5
Intrinsic value		6.0		1.2		1.1

Restricted Share Awards and Units

The Board of Directors approved grants to executives of the Company of restricted common share units (“RSUs”) of 0.5 million in 2016 and restricted common share awards (“RSAs”) of 0.2 million and 0.3 million in 2015 and 2014, respectively.  The restricted stock grants generally vest in equal annual amounts over a four-year period.  RSUs have the same cash dividends as other common stock.  RSAs have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding.  These grants have a weighted-average fair value at the date of grant ranging from $12.17 to $19.26, which was equal to the market value of the Company’s common shares at the date of grant.  As a component of compensation to the Company’s non-employee directors, the Company issued 0.1 million common shares to the non-employee directors in each of the three years ended December 31, 2016.  These grants were issued equal to the market value of the Company’s common shares at the date of grant and immediately vested upon grant.  

In 2013, the Company’s Board of Directors approved and adopted the Value Sharing Equity Program (the “2013 VSEP”) and the grant of awards to certain of the Company’s executives.  The final measurement date for the 2013 VSEP was December 31, 2015.  These award grants are reflected as restricted stock and vest in equal annual amounts through December 31, 2018.  

2016 Value Sharing Equity Program

In 2016, the Company adopted the 2016 Value Sharing Equity Program (the “2016 VSEP”), and performance awards under the VSEP were granted to certain officers.  Awards under the 2016 VSEP, if earned, may result in the granting of common shares of the Company and time-vested RSUs to participants on future measurement dates based on a performance period beginning on February 9, 2016 and ending on December 31, 2018 (the “Performance Period”).  As a result, in general, the total compensation available to participants under the 2016 VSEP, if any, will be fully earned only after approximately seven years (the Performance Period and the final four-year, time-based vesting period for RSUs).  

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

Pursuanttotheawardterms,onfivespecifiedmeasurementdates(occurringonFebruary23,2017, June 30, 2017, December 31, 2017, June 30, 2018 and December 31, 2018),DDRwillmeasurethe“ValueCreated”duringtheperiodbetweenthestartofthe2016VSEPandtheapplicablemeasurementdate.  ValueCreatedismeasuredforeachperiodfortheperformanceawardsastheincreaseinDDR’smarketcapitalizationontheapplicable measurementdate(i.e.,theproductofDDR’sfive-daytrailingaveragesharepriceasofeachmeasurementdate(price-onlyappreciation,nottotal shareholderreturn)andthenumberofsharesoutstandingasofthemeasurementdate),asadjustedforequityissuancesand/orequityrepurchases,over DDR’sinitialmarketcapitalizationatthestartofthe2016VSEPutilizingtheStartingSharePrice.  TheendingsharepriceusedforpurposesofdeterminingValueCreatedfortheperformanceawardsduringanymeasurementperiodiscappedat$25.35(“MaximumEndingSharePrice”). BecauseDDR’sinitialmarketcapitalizationisbasedontheStartingSharePrice,therearenoperformanceawardsearneduntilDDR’ssharepriceexceeds$17.41.

Eachparticipanthasbeenassigneda“percentageshare”oftheValueCreatedfortheperformanceawards,andtheaggregatepercentageshareforall participantsfortheperformanceawardsis1.4909%.  Inaddition,eachparticipant’saggregatetotalshareofValueCreatedfortheperformanceawardsiscappedatanindividualmaximumdollarlimit. Afterthefirstmeasurementdate,eachparticipantmayearn“performanceaward shares”(settledasdiscussedbelow)withanaggregatevalueequaltotwo-sixthsoftheparticipant’spercentageshareoftheValueCreatedforthis award.  Aftereachofthenextthreemeasurementdates,eachparticipantmayearnperformanceawardshareswithanaggregate value equal to three-sixths, then four-sixths and then five-sixths of the participant’s percentage share of the Value Created for this award.  After the final measurement date (or, if earlier, upon a change in control, as defined in the 2016 VSEP), each participant may earn performance award shares with an aggregate value equal to the participant’s full percentage share of the Value Created.  In addition, for each measurement date, the number of performance award shares earned by a participant will be reduced by the number of performance awardsharespreviouslyearnedbytheparticipantforpriormeasurementperiods.

Unless otherwise determined by DDR, the DDR common shares subject to awards earned under the performance awards will generally be subject to additional service-based restrictions that are expected to lapse in 20% annual increments on (or within 60 days after) the applicable measurement date and on each of the first four anniversaries of the applicable measurement date.  After vesting, RSUs will be paid in the form of one common share for each such vested RSU.  The fair value of the 2016 VSEP grants was estimated on the date of grant using a Monte Carlo approach model based on the following assumptions:

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

Summary of Unvested Share Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants and grants pursuant to the 2013 VSEP plans for the year ended December 31, 2016:

	Awards (Thousands)			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2015		742		$	17.03
Granted		462			16.31
Vested		(459	)		16.35
Forfeited		(286	)		17.40
Unvested at December 31, 2016		459		$	16.74

As of December 31, 2016, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $10.9 million, which is expected to be recognized over a weighted-average 2.5-year term, which includes the performance-based and time-based vesting periods.

Deferred Compensation Plans

The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code.  Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan and DDR Corp. Equity Deferred Compensation Plan, both non-qualified plans, which permit the deferral of base salaries, commissions and annual performance-based cash bonuses or receipt of restricted shares.  In addition, directors of the Company are permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan.  All of these plans were fully funded at December 31, 2016.  

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Earnings Per Share

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

16. Earnings Per Share

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

	For the Year Ended December 31,
	2016			2015			2014
Numerators – Basic and Diluted
Continuing Operations:
(Loss) income from continuing operations	$	(12,187	)	$	(237,881	)	$	21,107
Plus: Gain on disposition of real estate		73,386			167,571			3,060
Plus: (Income) loss attributable to non-controlling interests		(1,187	)		(1,858	)		2,356
Less: Write-off of preferred share original issuance costs		—			—			(1,943	)
Less: Preferred dividends		(22,375	)		(22,375	)		(24,054	)
Less: Earnings attributable to unvested shares and OP Units		(786	)		(1,286	)		(1,684	)
Income (loss) from continuing operations		36,851			(95,829	)		(1,158	)
Discontinued Operations:
Income from discontinued operations		—			—			89,398
Plus: Loss attributable to non-controlling interests		—			—			1,361
Net income (loss) attributable to common shareholders after allocation    to participating securities	$	36,851		$	(95,829	)	$	89,601
Denominators – Number of Shares
Basic—Average shares outstanding		365,294			360,946			358,122
Effect of dilutive securities—Stock options		267			—			—
Diluted—Average shares outstanding		365,561			360,946			358,122
Basic Earnings Per Share:
Income (loss) from continuing operations attributable to common    shareholders	$	0.10		$	(0.27	)	$	0.00
Income from discontinued operations attributable to common    shareholders		—			—			0.25
Net income (loss) attributable to common shareholders	$	0.10		$	(0.27	)	$	0.25
Diluted Earnings Per Share:
Income (loss) from continuing operations attributable to common    shareholders	$	0.10		$	(0.27	)	$	0.00
Income from discontinued operations attributable to common    shareholders		—			—			0.25
Net income (loss) attributable to common shareholders	$	0.10		$	(0.27	)	$	0.25

Basic average shares outstanding do not include restricted shares totaling 0.5 million, 0.7 million and 1.2 million that were not vested at December 31, 2016, 2015 and 2014, respectively (Note 15).  

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

Potentially Dilutive Securities

• Options to purchase 1.8 million, 2.8 million and 3.0 million common shares were outstanding at December 31, 2016, 2015 and 2014, respectively (Note 15).  These outstanding options were not considered in the computation of diluted EPS for the years ended December 31, 2015 and 2014, as the options were anti-dilutive due to the Company’s loss from continuing operations.  

• Shares subject to issuance under the Company’s 2016 VSEP (Note 15) were not considered in the computation of diluted EPS for the year ended December 31, 2016, as the calculation was anti-dilutive.  The 2016 VSEP was not outstanding for the years ended December 31, 2015 and 2014, and accordingly was not considered in the calculations.

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

• Shares subject to issuance under the Company’s 2013 VSEP were not considered in the computation of diluted EPS for the year ended December 31, 2014, as the calculation was anti-dilutive.  The final measurement date for the 2013 VSEP was December 31, 2015, and accordingly not dilutive.

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

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The Company elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1993.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income to its shareholders.  It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status.  As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders.  As the Company distributed sufficient taxable income for each of the three years ended December 31, 2016, no U.S. federal income or excise taxes were incurred.  

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years.  Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income.  In addition, the Company has a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity.  

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business.  The Company utilizes its TRS to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT.  

The tax cost basis of assets was $9.8 billion and $10.6 billion at December 31, 2016 and 2015, respectively.  For the years ended December 31, 2016, 2015 and 2014, the Company recorded a net payment of $1.0 million, $1.5 million and $1.6 million, respectively, related to taxes.  The net payment for the year ended December 31, 2015, does not include the 2015 Puerto Rico tax prepayment of $20.2 million.  These amounts reflect taxes paid to federal and state authorities for franchise and other taxes.  

In 2015, in accordance with temporary legislation of the Puerto Rico Internal Revenue Code, the Company made a voluntary election to prepay $20.2 million of taxes related to the built-in gains associated with the real estate assets in Puerto Rico and restructured the ownership of its 14 assets in Puerto Rico.  The net balance sheet impact to the financial statements related to the restructuring was $16.8 million.  The Company recorded a tax expense of $3.4 million related to the 2% effective tax rate spread between the 12% tax payment and the 10% withholding tax rate.  This election permitted the Company to step up its tax basis in the Puerto Rican assets to the current estimated fair value while reducing its effective capital gains tax rate from 29% to 12%.  In addition, effective January 1, 2015, the Company entered into a closing agreement with the Puerto Rico Secretary of Treasury that now treats the Company as a Puerto Rico REIT, eliminating the requirement to record current and deferred income taxes for 2015 and forward.  To the extent the Company qualifies as a REIT under the IRS guidelines, the Company will not be subject to income tax.  However, taxable distributions made to its shareholders will be subject to a 10% withholding tax, which is treated as additional dividend/equity and not an income tax on the Company’s financial statements.  The Puerto Rico prepaid tax of $16.2 million at December 31, 2016, is included in Other Assets (Note 5).

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):

	For the Year Ended December 31,
	2016		2015			2014
Book income (loss) before income taxes – TRS	$	9,953	$	(1,446	)	$	12,104
Book loss before income taxes – Puerto Rico	$	—	$	—		$	(11,040	)
Current – TRS and Puerto Rico	$	17	$	—		$	—
Deferred – TRS and Puerto Rico		—		—			—
Total expense – TRS	$	17	$	—		$	—
Total expense – Puerto Rico	$	—	$	—		$	—

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

	For the Year Ended December 31,
TRS	2016			2015			2014
Statutory rate of 34% applied to pre-tax income (loss)	$	3,384		$	(492	)	$	4,115
Effect of state and local income taxes, net of federal tax benefit		498			(72	)		605
Valuation allowance decrease		(4,039	)		(1,169	)		(6,144	)
Other		174			1,733			1,424
Total expense	$	17		$	—		$	—
Effective tax rate		0.17	%		0.00	%		0.00	%

	For the Year Ended December 31,
Puerto Rico	2014
Statutory rate of 39% applied to pre-tax loss	$	(4,306	)
Valuation allowance increase		4,194
Other		112
Total expense	$	—
Effective tax rate		0.00	%

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

	For the Year Ended December 31,
	2016			2015
Deferred tax assets(A)	$	61,742		$	65,891
Deferred tax liabilities		(404	)		(514	)
Valuation allowance		(61,338	)		(65,377	)
Net deferred tax asset	$	—		$	—

(A) Primarily attributable to net operating losses, aggregating $37.8 million at December 31, 2016, and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.  The TRS net operating loss carryforwards will expire in varying amounts between the years 2022 through 2035.  

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

	For the Year Ended December 31,
	2016			2015			2014
GAAP net income (loss) attributable to DDR	$	60,012		$	(72,168	)	$	117,282
Plus: Book depreciation and amortization(A)		376,493			385,696			341,391
Less: Tax depreciation and amortization(A)		(224,766	)		(228,882	)		(210,850	)
Book/tax differences on losses from capital transactions		(155,170	)		(149,507	)		(313,855	)
Joint venture equity in earnings, net(A)		(3,802	)		8,491			97,323
Deferred income		(8,352	)		(4,293	)		(12,545	)
Compensation expense		(5,237	)		(18,879	)		(6,103	)
Impairment charges		110,906			280,930			68,703
Senior convertible notes – accretion adjustment		—			9,954			11,377
Senior convertible notes – repurchase premium		—			(52,390	)		—
Puerto Rico tax prepayment		—			(16,812	)		—
Miscellaneous book/tax differences, net		(2,625	)		(10,204	)		(14,745	)
Taxable income before adjustments		147,459			131,936			77,978
Less: Capital gains		—			—			(48,015	)
Taxable income subject to the 90% dividend requirement	$	147,459		$	131,936		$	29,963

(A) Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in earnings, net.”

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

	For the Year Ended December 31,
	2016			2015			2014
Dividends paid	$	293,031		$	264,243		$	239,294
Plus: Deemed dividends on convertible debt		—			14,159			12,026
Less: Dividends designated to prior year		(5,594	)		(5,594	)		(6,608	)
Plus: Dividends designated from the following year		5,594			5,594			5,594
Less: Return of capital		(145,572	)		(146,466	)		(172,328	)
Dividends paid deduction	$	147,459		$	131,936		$	77,978

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Segment Information

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Segment Information

18. Segment Information

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

	For the Year Ended December 31, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	1,005,761		$	44					$	1,005,805
Rental operation expenses		(276,866	)		(218	)					(277,084	)
Net operating income (loss)		728,895			(174	)					728,721
Impairment charges		(110,906	)								(110,906	)
Depreciation and amortization		(389,519	)								(389,519	)
Interest income					37,054						37,054
Other income (expense), net							$	3,322			3,322
Unallocated expenses(A)								(295,471	)		(295,471	)
Equity in net income of joint ventures		15,699									15,699
Loss on sale and change in control of interests, net		(1,087	)								(1,087	)
Loss from continuing operations										$	(12,187	)
As of December 31, 2016:
Total gross real estate assets	$	9,244,058								$	9,244,058
Notes receivable, net(B)				$	442,826		$	(393,323	)	$	49,503

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

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

(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.  

XML

Subsequent Events

12 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

In January 2017, the Company acquired an asset in Chicago, Illinois, for a gross purchase price of $81.0 million.

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

20. Quarterly Results of Operations (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts):

	2016									2015
	First Quarter		Second Quarter		Third Quarter			Fourth Quarter		First Quarter			Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	254,423	$	257,321	$	253,800		$	240,261	$	258,825		$	257,323	$	257,135	$	254,788
Net income (loss) attributable to    DDR		45,573		41,058		(60,360	)		33,741		(243,787	)		18,598		59,555		93,466
Net income (loss) attributable to    common shareholders		39,980		35,464		(65,954	)		28,147		(249,381	)		13,004		53,962		87,872
Basic:
Net income (loss) per common    share attributable to common    shareholders	$	0.11	$	0.10	$	(0.18	)	$	0.08	$	(0.69	)	$	0.03	$	0.15	$	0.24
Weighted-average number of    shares		364,691		364,976		365,508			365,965		359,818			360,073		361,107		362,734
Diluted:
Net income (loss) per common    share attributable to common    shareholders	$	0.11	$	0.10	$	(0.18	)	$	0.08	$	(0.69	)	$	0.03	$	0.15	$	0.24
Weighted-average number of    shares		365,042		365,318		365,508			366,075		359,818			364,147		363,571		365,197

XML

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Dec. 31, 2016

Valuation And Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts and Reserves

SCHEDULE II

DDR Corp.  

Valuation and Qualifying Accounts and Reserves

For the Years Ended December 31, 2016, 2015 and 2014

(In thousands)

	Balance at Beginning of Year		Charged to Expense			Deductions		Balance at End of Year
Year ended December 31, 2016
Allowance for uncollectible accounts(A)	$	10,207	$	4,471		$	2,568	$	12,110
Valuation allowance for deferred tax assets	$	65,377	$	—		$	4,039	$	61,338
Year ended December 31, 2015
Allowance for uncollectible accounts(A)	$	26,389	$	4,964		$	21,146	$	10,207
Valuation allowance for deferred tax assets	$	84,503	$	—		$	19,126	$	65,377
Year ended December 31, 2014
Allowance for uncollectible accounts(A)	$	29,032	$	4,342	(B)	$	6,985	$	26,389
Valuation allowance for deferred tax assets	$	86,453	$	—		$	1,950	$	84,503

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

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

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Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2016

Real Estate And Accumulated Depreciation Disclosure [Abstract]

Real Estate and Accumulated Depreciation

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2016

(In thousands)

															Total Cost,
	Initial Cost						Total Cost(1)								Net of				Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation(2)		Depreciation		Encumbrances		Acquisition (A)
Goodyear, AZ	$	11,859	$	42,882	$	—	$	11,859	$	42,882	$	54,741	$	1,428	$	53,313	$	—	2016 (A)
Phoenix, AZ		18,701		18,811		118		18,701		22,084		40,785		7,190		33,595		—	1999 (A)
Phoenix, AZ		15,352		22,813		1,601		15,352		27,766		43,118		15,487		27,631		30,000	2003 (A)
Phoenix, AZ		15,090		36,880		—		15,090		39,036		54,126		7,386		46,740		—	2012 (A)
Phoenix, AZ		34,201		88,475		—		34,201		102,210		136,411		15,927		120,484		—	2012 (A)
Tucson, AZ		19,298		94,117		—		19,088		97,151		116,239		15,206		101,033		—	2012 (A)
Russellville, AR		606		13,391		—		606		21,426		22,032		12,090		9,942		—	1994 (A)
Buena Park, CA		27,269		21,427		—		27,269		21,957		49,226		1,364		47,862		—	2015 (A)
Fontana, CA		23,861		57,931		—		23,861		58,762		82,623		4,583		78,040		14,068	2014 (A)
Long Beach, CA		—		147,918		—		—		193,505		193,505		60,980		132,525		—	2005 (C)
Oakland, CA		4,361		33,538		—		4,361		33,538		37,899		4,174		33,725		—	2013 (A)
Roseville, CA		23,574		67,031		—		23,574		67,658		91,232		5,920		85,312		—	2014 (A)
San Francisco, CA		10,464		25,730		—		10,464		26,031		36,495		10,271		26,224		—	2002 (A)
Valencia, CA		—		15,784		—		—		18,015		18,015		14,304		3,711		—	2006 (A)
Vista, CA		12,677		47,145		—		12,677		48,712		61,389		3,671		57,718		33,200	2014 (A)
Aurora, CO		4,816		20,798		—		4,816		22,021		26,837		2,471		24,366		—	2013 (A)
Centennial, CO		7,833		35,550		—		8,082		65,592		73,674		35,164		38,510		—	1997 (C)
Colorado Springs, CO		9,001		47,671		—		9,001		54,894		63,895		7,203		56,692		19,368	2011 (A)
Denver, CO		1,141		3,593		—		1,141		6,534		7,675		2,583		5,092		—	2001 (A)
Denver, CO		20,733		22,818		—		20,804		29,285		50,089		12,142		37,947		—	2003 (A)
Parker, CO		4,632		38,256		—		4,632		39,485		44,117		4,313		39,804		—	2013 (A)
Guilford, CT		4,588		41,892		—		6,209		60,174		66,383		1,848		64,535		—	2015 (C)
Plainville, CT		17,528		59,777		—		17,528		67,176		84,704		7,875		76,829		45,610	2013 (A)
Windsor Court, CT		6,090		11,745		—		6,090		12,263		18,353		3,851		14,502		—	2007 (A)
Bradenton, FL		10,766		31,203		—		8,880		34,495		43,375		10,874		32,501		—	2007 (A)
Brandon, FL		—		4,111		—		—		7,512		7,512		5,474		2,038		—	1972 (C)
Brandon, FL		7,713		26,802		—		7,713		32,433		40,146		5,577		34,569		9,014	2009 (A)
Homestead, FL		23,390		59,639		—		29,409		62,960		92,369		13,848		78,521		—	2008 (C)
Miami, FL		11,626		30,457		—		34,943		118,513		153,456		33,759		119,697		—	2006 (C)
Naples, FL		10,172		39,342		—		10,172		39,630		49,802		4,468		45,334		—	2013 (A)
Orlando, FL		9,169		23,473		—		9,169		23,591		32,760		1,471		31,289		—	2015 (A)
Orlando, FL		23,082		44,360		—		23,082		44,376		67,458		1,620		65,838		—	2015 (A)
Orlando, FL		8,528		56,684		—		8,528		56,684		65,212		1,330		63,882		—	2016 (C)
Palm Harbor, FL		1,137		4,089		—		1,137		5,060		6,197		3,327		2,870		—	1995 (A)
Plant City, FL		4,304		24,875		—		4,304		30,198		34,502		3,859		30,643		—	2013 (A)
Plantation, FL		21,729		37,331		—		22,112		96,427		118,539		32,717		85,822		44,212	2007 (A)
Spring Hill, FL		1,084		4,816		266		2,096		12,467		14,563		8,629		5,934		1,634	1988 (C)

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2016

(In thousands)

															Total Cost,
	Initial Cost						Total Cost(1)								Net of				Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation(2)		Depreciation		Encumbrances		Acquisition (A)
Tallahassee, FL		1,881		2,956		—		1,311		5,799		7,110		2,813		4,297		—	2003 (A)
Tampa, FL		1,699		3,338		—		1,429		3,018		4,447		1,062		3,385		—	2007 (A)
Tampa, FL		4,124		20,082		—		4,124		21,705		25,829		3,026		22,803		—	2013 (A)
Tarpon Springs, FL		146		7,382		81		146		9,979		10,125		7,701		2,424		—	1974 (C)
Tequesta, FL		2,108		7,400		—		1,690		12,485		14,175		3,618		10,557		—	2007 (A)
Valrico, FL		3,282		12,190		—		2,466		16,377		18,843		5,490		13,353		—	2007 (A)
Winter Garden, FL		38,945		130,382		—		38,945		133,492		172,437		16,450		155,987		—	2013 (A)
Atlanta, GA		14,078		41,050		—		14,078		43,879		57,957		9,904		48,053		41,799	2009 (A)
Cumming, GA		14,249		23,653		—		14,249		25,804		40,053		11,843		28,210		—	2003 (A)
Cumming, GA		6,851		49,659		—		6,851		49,848		56,699		6,600		50,099		—	2013 (A)
Douglasville, GA		6,812		24,645		—		6,812		25,571		32,383		3,260		29,123		—	2013 (A)
Lithonia, GA		2,477		3,476		—		1,612		2,506		4,118		404		3,714		—	2013 (A)
Lithonia, GA		4,546		5,951		—		2,214		3,291		5,505		742		4,763		—	2013 (A)
Marietta, GA		8,425		27,737		—		8,380		29,112		37,492		7,045		30,447		—	2009 (A)
Newnan, GA		2,858		15,248		—		2,651		15,885		18,536		5,734		12,802		—	2003 (A)
Roswell, GA		6,566		15,005		—		7,894		25,955		33,849		9,840		24,009		—	2007 (A)
Snellville, GA		10,185		51,815		—		10,342		57,052		67,394		18,440		48,954		20,430	2007 (A)
Suwanee, GA		13,479		23,923		—		13,335		32,931		46,266		14,340		31,926		23,528	2003 (A)
Warner Robins, GA		5,729		7,459		—		5,729		8,143		13,872		3,814		10,058		—	2003 (A)
Meridian, ID		24,591		31,779		—		24,841		66,975		91,816		28,263		63,553		—	2001 (C)
Nampa, ID		1,395		8,563		—		8,426		24,241		32,667		18,078		14,589		—	2007 (A)
Chicago, IL		22,642		82,754		—		22,642		83,025		105,667		6,925		98,742		—	2014 (A)
McHenry, IL		1,294		5,251		—		14,255		62,681		76,936		17,872		59,064		—	2006 (C)
Schaumburg, IL		27,466		84,679		—		27,466		94,523		121,989		10,275		111,714		—	2013 (A)
Tinley Park, IL		9,120		37,496		—		9,120		50,821		59,941		9,348		50,593		—	2012 (A)
Evansville, IN		8,964		18,764		—		8,964		18,835		27,799		6,064		21,735		—	2007 (A)
Cedar Rapids, IA		4,219		12,697		—		4,219		14,441		18,660		8,472		10,188		3,412	1998 (A)
Merriam, KS		15,043		55,028		—		15,043		56,179		71,222		5,844		65,378		—	2013 (A)
Bowie, MD		5,739		14,301		—		5,744		14,497		20,241		4,636		15,605		—	2007 (A)
Salisbury, MD		2,070		12,495		277		2,071		15,295		17,366		7,416		9,950		—	1999 (C)
Everett, MA		9,311		44,647		—		9,462		54,984		64,446		25,556		38,890		—	2001 (C)
Framingham, MA		75,675		191,594		—		75,675		205,090		280,765		22,621		258,144		—	2013 (A)
Grand Rapids, MI		3,380		17,323		—		3,380		26,781		30,161		14,804		15,357		—	1995 (A)
Grandville, MI		6,483		18,933		—		5,494		17,647		23,141		2,665		20,476		—	2013 (A)
Lansing, MI		1,598		6,999		—		2,289		17,263		19,552		5,462		14,090		—	2003 (A)
Coon Rapids, MN		25,692		106,300		—		25,692		109,970		135,662		13,016		122,646		56,382	2013 (A)
Maple Grove, MN		8,917		23,954		—		8,917		27,346		36,263		4,974		31,289		—	2011 (A)

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2016

(In thousands)

															Total Cost,
	Initial Cost						Total Cost(1)								Net of				Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation(2)		Depreciation		Encumbrances		Acquisition (A)
St. Paul, MN		7,150		21,558		—		7,150		23,074		30,224		4,153		26,071		—	2013 (A)
Gulfport, MS		—		36,370		—		—		57,585		57,585		24,267		33,318		—	2003 (A)
Jackson, MS		4,190		6,783		—		3,212		6,783		9,995		3,414		6,581		—	2003 (A)
Tupelo, MS		2,213		14,979		—		2,213		19,341		21,554		12,678		8,876		—	1994 (A)
Arnold, MO		892		5,283		—		107		2,664		2,771		1,921		850		—	2012 (A)
Brentwood, MO		10,018		32,053		—		10,018		36,787		46,805		18,793		28,012		29,862	1998 (A)
Independence, MO		5,011		45,752		—		5,011		48,169		53,180		7,168		46,012		—	2012 (A)
Springfield, MO		—		2,048		—		—		2,239		2,239		1,255		984		—	1998 (A)
Seabrook, NH		18,032		68,663		—		18,032		69,189		87,221		4,606		82,615		—	2014 (C)
East Hanover, NJ		3,847		23,798		—		3,847		24,959		28,806		7,844		20,962		—	2007 (A)
Edgewater, NJ		7,714		30,473		—		7,714		31,181		38,895		9,808		29,087		—	2007 (A)
Freehold, NJ		2,460		2,475		—		3,166		3,416		6,582		882		5,700		—	2005 (C)
Hamilton, NJ		8,039		49,896		—		11,774		86,198		97,972		34,800		63,172		—	2003 (A)
Mays Landing, NJ		49,033		107,230		—		49,033		117,460		166,493		48,415		118,078		57,678	2004 (A)
Mays Landing, NJ		36,224		56,949		—		36,224		63,417		99,641		25,977		73,664		—	2004 (A)
Princeton, NJ		13,448		74,249		—		14,464		99,103		113,567		51,527		62,040		54,931	1997 (A)
Union, NJ		7,650		15,689		—		7,650		25,015		32,665		7,663		25,002		—	2007 (A)
West Long Branch, NJ		14,131		51,982		—		14,131		65,487		79,618		23,347		56,271		—	2004 (A)
Horseheads, NY		829		3,630		—		4,631		27,085		31,716		8,165		23,551		—	2008 (C)
Apex, NC		9,576		43,619		—		10,521		56,300		66,821		18,294		48,527		—	2006 (C)
Charlotte, NC		27,707		45,021		—		27,707		50,325		78,032		9,660		68,372		—	2011 (A)
Charlotte, NC		11,224		82,124		—		11,224		90,937		102,161		13,857		88,304		—	2012 (A)
Charlotte, NC		3,600		30,392		—		6,188		45,894		52,082		4,170		47,912		—	2013 (C)
Cornelius, NC		4,382		15,184		—		4,382		20,740		25,122		7,529		17,593		—	2007 (A)
Greensboro, NC		3,153		9,455		—		3,153		10,077		13,230		3,289		9,941		—	2007 (A)
Mooresville, NC		14,369		43,688		—		14,369		47,518		61,887		19,057		42,830		—	2004 (A)
Raleigh, NC		2,728		10,665		—		413		4,424		4,837		2,944		1,893		—	2007 (A)
Raleigh, NC		3,317		35,411		—		3,317		38,105		41,422		5,670		35,752		—	2012 (A)
Wilmington, NC		5,529		18,551		1,183		5,529		37,733		43,262		25,610		17,652		—	1989 (C)
Winston Salem, NC		7,156		15,010		—		7,156		15,010		22,166		4,872		17,294		997	2007 (A)
Alliance, OH		812		16,244		—		812		16,244		17,056		5,256		11,800		—	2007 (A)
Aurora, OH		832		7,560		—		1,592		14,245		15,837		8,221		7,616		—	1995 (C)
Boardman, OH		8,152		27,983		—		8,152		31,322		39,474		17,872		21,602		23,528	1997 (C)
Cincinnati, OH		19,572		54,495		—		19,572		66,593		86,165		4,037		82,128		—	2014 (A)
Columbus, OH		12,922		46,006		—		14,078		61,983		76,061		33,481		42,580		48,459	1998 (A)
Columbus, OH		18,716		64,617		—		20,666		70,876		91,542		12,005		79,537		42,345	2011 (A)
Dublin, OH		3,609		11,546		—		3,609		15,088		18,697		8,363		10,334		—	1998 (A)

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2016

(In thousands)

															Total Cost,
	Initial Cost						Total Cost(1)								Net of				Date of
			Buildings &						Buildings &				Accumulated		Accumulated				Construction (C)
	Land		Improvements		Improvements		Land		Improvements		Total		Depreciation(2)		Depreciation		Encumbrances		Acquisition (A)
Hamilton, OH		1,805		8,502		—		1,335		6,478		7,813		643		7,170		—	2014 (A)
Huber Hts, OH		757		14,469		—		757		28,019		28,776		18,277		10,499		—	1993 (A)
Macedonia, OH		11,582		34,323		—		11,582		38,310		49,892		10,321		39,571		18,376	2011 (A)
Mason, OH		2,032		23,788		—		2,032		24,270		26,302		2,236		24,066		—	2014 (A)
North Canton, OH		9,889		46,335		—		10,664		48,181		58,845		5,766		53,079		—	2013 (A)
North Olmsted, OH		24,352		61,449		—		24,352		63,667		88,019		11,163		76,856		—	2013 (A)
Solon, OH		6,220		7,454		—		6,220		27,228		33,448		13,807		19,641		—	1998 (C)
Stow, OH		993		9,028		—		993		37,676		38,669		19,495		19,174		—	1969 (C)
Toledo, OH		1,316		3,961		—		534		2,370		2,904		1,419		1,485		—	2004 (A)
Westlake, OH		424		3,803		201		424		10,423		10,847		7,643		3,204		—	1974 (C)
Gresham, OR		15,234		60,802		—		15,234		60,802		76,036		559		75,477		—	2016 (A)
Portland, OR		20,208		50,738		—		20,208		51,846		72,054		8,476		63,578		—	2012 (A)
Allentown, PA		5,558		20,060		—		5,343		23,747		29,090		10,119		18,971		7,435	2003 (A)
Erie, PA		9,345		32,006		—		9,345		74,119		83,464		33,680		49,784		—	1995 (C)
Jenkintown, PA		4,705		21,918		—		4,705		24,975		29,680		2,240		27,440		—	2014 (A)
Mechanicsburg, PA		12,574		57,283		—		12,574		57,756		70,330		4,614		65,716		—	2014 (A)
Arecibo, PR		7,965		29,898		—		4,885		23,963		28,848		12,198		16,650		—	2005 (A)
Bayamon, PR		132,074		152,441		—		132,759		195,190		327,949		68,125		259,824		—	2005 (A)
Bayamon, PR		91,645		98,007		—		92,027		125,139		217,166		43,381		173,785		121,341	2005 (A)
Bayamon, PR		4,294		11,987		—		4,584		23,683		28,267		8,467		19,800		—	2005 (A)
Carolina, PR		28,522		76,947		—		28,601		82,792		111,393		32,059		79,334		70,320	2005 (A)
Cayey, PR		18,226		25,101		—		18,538		27,765		46,303		10,425		35,878		20,289	2005 (A)
Fajardo, PR		4,376		41,199		—		4,376		50,193		54,569		16,980		37,589		24,396	2005 (A)
Guayama, PR		1,960		18,721		—		1,960		19,559		21,519		7,459		14,060		11,404	2005 (A)
Hatillo, PR		101,219		105,465		—		88,874		126,007		214,881		52,456		162,425		—	2005 (A)
Humacao, PR		16,386		74,059		—		16,386		84,038		100,424		34,614		65,810		—	2005 (A)
Isabela, PR		8,175		41,094		—		8,236		43,265		51,501		16,651		34,850		21,430	2005 (A)
Rio Piedras, PR		10,338		23,285		—		10,338		29,781		40,119		11,669		28,450		—	2005 (A)
San German, PR		9,686		20,775		—		9,686		21,768		31,454		8,411		23,043		—	2005 (A)
Vega Baja, PR		7,076		18,684		—		3,851		13,967		17,818		7,311		10,507		—	2005 (A)
Charleston, SC		3,479		9,850		—		3,479		19,266		22,745		10,667		12,078		—	2003 (A)
Columbia, SC		2,950		29,065		—		2,950		38,833		41,783		4,721		37,062		—	2013 (A)
Greenville, SC		5,659		14,411		—		5,659		14,411		20,070		4,688		15,382		1,385	2007 (A)
Mount Pleasant, SC		2,430		10,470		—		2,364		21,167		23,531		12,939		10,592		—	1995 (A)
Simpsonville, SC		417		6,563		—		417		10,370		10,787		4,581		6,206		—	1994 (A)
Brentwood, TN		6,101		25,956		—		6,101		27,319		33,420		3,090		30,330		—	2013 (A)
Hendersonville, TN		3,249		9,068		—		3,249		9,123		12,372		4,147		8,225		2,423	2003 (A)

SCHEDULE III

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2016

(In thousands)

																	Total Cost,
	Initial Cost						Total Cost(1)										Net of					Date of
			Buildings &							Buildings &					Accumulated		Accumulated					Construction (C)
	Land		Improvements		Improvements		Land			Improvements			Total		Depreciation(2)		Depreciation		Encumbrances			Acquisition (A)
Highland Village, TX		5,545		28,365		—		5,545			30,340			35,885		4,293		31,592		—		2013 (A)
Houston, TX		15,179		60,407		—		15,179			60,406			75,585		3,581		72,004		—		2015 (A)
Irving, TX		17,701		10,571		—		17,701			11,761			29,462		1,667		27,795		—		2013 (A)
Kyle, TX		2,548		7,349		—		12,678			28,041			40,719		4,192		36,527		—		2009 (C)
Mesquite, TX		7,051		25,531		—		7,051			25,452			32,503		3,015		29,488		—		2013 (A)
San Antonio, TX		3,475		37,327		—		4,873			50,768			55,641		20,655		34,986		23,900		2002 (C)
San Antonio, TX		5,602		39,196		—		10,158			113,817			123,975		30,174		93,801		—		2007 (C)
San Antonio, TX		2,381		6,487		—		2,381			23,027			25,408		7,767		17,641		—		2007 (A)
Chester, VA		10,780		4,752		—		10,780			14,074			24,854		4,357		20,497		—		2003 (A)
Dumfries, VA		12,911		10,092		—		12,911			10,112			23,023		734		22,289		12,120		2014 (A)
Fairfax, VA		15,681		68,536		—		15,681			69,373			85,054		7,493		77,561		—		2013 (A)
Midlothian, VA		3,507		9,229		—		3,507			9,691			13,198		1,186		12,012		—		2013 (A)
Midlothian, VA		4,754		20,273		—		4,754			25,732			30,486		3,488		26,998		—		2013 (A)
Newport News, VA		963		7,120		—		963			7,122			8,085		1,024		7,061		—		2013 (A)
Richmond, VA		11,879		34,736		—		11,879			36,064			47,943		11,737		36,206		—		2007 (A)
Springfield, VA		17,016		40,038		—		17,016			41,789			58,805		13,808		44,997		—		2007 (A)
Vancouver, WA		4,169		25,769		—		4,169			25,813			29,982		2,112		27,870		—		2014 (A)
Brookfield, WI		4,791		16,023		—		4,791			21,662			26,453		4,035		22,418		5,634		2013 (A)
Brown Deer, WI		8,465		32,652		—		8,465			37,869			46,334		6,602		39,732		11,628		2013 (A)
West Allis, WI		2,371		10,982		—		1,703			12,530			14,233		5,359		8,874		—		2003 (A)
Portfolio Balance (DDR) – unencumbered		55,221		50,744		—		55,221			50,744			105,965		432		105,533		—
Portfolio Balance (DDR) – encumbered		6,659		176,497		—		6,659			176,497			183,156		103,297		79,859		26,194
	$	1,988,521	$	5,899,135	$	3,727	$	2,045,413	(3)	$	7,198,645	(4)	$	9,244,058	$	1,996,176	$	7,247,882	$	978,732	(5)

(1) The aggregate cost for federal income tax purposes was approximately $9.8 billion at December 31, 2016.

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

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

(3) Includes $55.0 million of land under development at December 31, 2016.

(4) Includes $50.4 million of construction in progress at December 31, 2016.

(5) Excludes fair market value of debt adjustments and net loan costs aggregating $3.8 million.

SCHEDULE III

The changes in Total Real Estate Assets are as follows:

	For the Year Ended December 31,
	2016			2015			2014
Balance at beginning of year	$	10,128,199		$	10,335,785		$	10,211,611
Acquisitions		130,512			226,885			632,672
Developments, improvements and expansions		148,521			305,772			249,891
Adjustments of property carrying values		(109,912	)		(279,021	)		(38,052	)
Disposals		(1,053,262	)		(461,222	)		(720,337	)
Balance at end of year	$	9,244,058		$	10,128,199		$	10,335,785

The changes in Accumulated Depreciation and Amortization are as follows:

	For the Year Ended December 31,
	2016			2015			2014
Balance at beginning of year	$	2,062,899		$	1,909,585		$	1,823,199
Depreciation for year		317,402			309,462			309,595
Disposals		(384,125	)		(156,148	)		(223,209	)
Balance at end of year	$	1,996,176		$	2,062,899		$	1,909,585

XML

Mortgage Loans on Real Estate

12 Months Ended

Dec. 31, 2016

Mortgage Loans On Real Estate [Abstract]

Mortgage Loans on Real Estate

SCHEDULE IV

DDR Corp.  

Mortgage Loans on Real Estate

December 31, 2016

(In Thousands)

Description	Interest Rate		Final Maturity Date	Periodic Payment Terms(A)	Prior Liens(B)		Face Amount of Mortgages		Carrying Amount of Mortgages		Principal Amount of Loans Subject to Delinquent Principal or Interest
Senior Loans
Retail
Borrower A		5.7%	Sep-17	P&I	$	—	$	33,000	$	30,431	$	—
Mezzanine Loans
Retail
Borrower B		9.0%	Jun-23	I		20,500		7,500		7,541		—
Borrower C		9.0%	Jun-19	I		42,500		12,040		11,516		—
						63,000		52,540		49,488		—
Investments in and Advances to Joint Ventures
Borrower D		8.5%	Oct-21	QI		1,032,510		300,000		318,641		—
Borrower E		8.5%	Dec-22	QI		232,688		82,634		74,697		—
					$	1,328,198	$	435,174	$	442,826	$	—

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

(B) The first mortgage loans on certain properties are not held by the Company.  Accordingly, the amounts of the prior liens for those properties at December 31, 2016, are estimated.  

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

	For the Year Ended December 31,
	2016			2015			2014
Balance at beginning of period	$	437,144		$	357,754		$	143,989
Additions during period:
New mortgage loans		11,139			82,634			300,000
Interest		8,559			7,212			6,120
Accretion of discount		1,038			980			926
Deductions during period:
Provision for loan loss reserve		—			—			(500	)
Collections of principal and interest		(15,054	)		(11,436	)		(92,781	)
Balance at close of period	$	442,826		$	437,144		$	357,754

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Nature of Business

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

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.  

Principles of Consolidation

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 $405.4 million and $412.4 million as of December 31, 2016 and 2015, 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):

	For the Year Ended December 31,
	2016		2015		2014
Accounts payable related to construction in progress	$	13.3	$	31.6	$	25.7
Dividends declared		75.2		68.6		61.5
Mortgages assumed from acquisitions		—		33.7		293.3
Issuance of Operating Partnership Units ("OP Units")		—		—		18.3
Redemption of OP Units		—		18.3		—
Elimination of a previously held equity interest (Note 3)		—		1.4		2.5
Preferred equity interest and mezzanine loan applied to purchase    price of acquired properties		—		—		51.8
Reclassification adjustment of foreign currency translation (Note 11)		—		—		21.8
Write-off of preferred share original issuance costs		—		—		1.9

Real Estate

Real Estate

Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation.  Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

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

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

Construction in Progress and Land includes undeveloped land as well as construction in progress related to shopping center developments and expansions.  The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs of $8.1 million, $9.1 million and $9.9 million in 2016, 2015 and 2014, respectively.  

Purchase Price Accounting

Purchase Price Accounting

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

Real Estate Impairment Assessment

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including undeveloped land and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, estimated hold periods, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects.  An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value.  The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information.  If the Company is evaluating the potential sale of an asset or undeveloped land, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date.  If an impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.  The Company recorded aggregate impairment charges of $110.9 million, $279.0 million and $38.1 million, related to consolidated real estate investments during the years ended December 31, 2016, 2015 and 2014 (including discontinued operations), respectively (Note 12).  

Disposition of Real Estate and Real Estate Investments

Disposition of Real Estate and Real Estate Investments

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

A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results.  Since January 1, 2015, the disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income from Continuing Operations and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.  

Prior to January 1, 2015, pursuant to the revised guidance for reporting discontinued operations, the shopping centers sold by the Company were considered a component of an entity, and the operations of the sold asset were considered discontinued operations.  Interest expense that was specifically identifiable to the property was included in the computation of interest expense attributable to discontinued operations.  Consolidated interest expense at the corporate level was allocated to discontinued operations based on the proportion of net assets disposed.  

Real Estate Held for Sale

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year.  This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk.  Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell.  The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2016 and 2015.  

Interest and Real Estate Taxes

Interest and Real Estate Taxes

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

Interest paid during the years ended December 31, 2016, 2015 and 2014, aggregated $220.0 million, $234.6 million and $243.2 million, respectively, of which $3.1 million, $6.7 million and $8.7 million, respectively, was capitalized.  

Investments in and Advances to Joint Ventures

Investments in and Advances to Joint Ventures

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

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits.  The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.

Restricted Cash

Restricted Cash

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

Accounts Receivable

Accounts Receivable

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

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $7.1 million and $6.2 million at December 31, 2016 and 2015, respectively.  At December 31, 2016 and 2015, straight-line rents receivable, net of a provision for uncollectible amounts of $4.1 million and $4.0 million, respectively, aggregated $65.1 million and $65.7 million, respectively.  

Notes Receivable

Notes Receivable

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

Deferred Charges

Deferred Charges

External costs and fees incurred in obtaining indebtedness are included in the Company’s consolidated balance sheets as a direct deduction from the related debt liability, rather than as an asset.  Debt issuance costs related to the Company’s revolving credit facilities remain classified as an asset on the consolidated balance sheets as these costs are, at the outset, not associated with an outstanding borrowing.  The aggregate costs are amortized over the terms of the related debt agreements.  Such amortization is reflected in Interest Expense in the Company’s consolidated statements of operations.

Available-for-Sale Securities

Available-for-Sale Securities

Unrealized gains or losses from marketable equity securities were recorded in Other Comprehensive Income (“OCI”), and any realized gains and losses were recorded using the specific identification method in the Company’s consolidated statements of comprehensive income or loss.  

Treasury Shares

Treasury Shares

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

Revenue Recognition

Revenue Recognition

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

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

	For the Year Ended December 31,
	2016		2015		2014
Management and other fee income	$	36,298	$	32,971	$	31,907
Ancillary and other property income		18,678		19,038		24,288
Lease termination fees		3,512		2,774		4,085
Other		80		565		621
Total fee and other income	$	58,568	$	55,348	$	60,901

General and Administrative Expenses

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred.

Stock Option and Other Equity-Based Plans

Stock Option and Other Equity-Based Plans

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

Stock-based compensation cost recognized by the Company was $7.0 million for each of the years ended December 31, 2016 and 2015, and $9.1 million for the year ended December 31, 2014.  These amounts include $0.9 million, $0.5 million and $1.4 million of expense related to the accelerated vesting of awards due to employee separations in 2016, 2015 and 2014, respectively.  This net cost is included in General and Administrative Expenses in the Company’s consolidated statements of operations.  

Income Taxes

Income Taxes

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

In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code.  As such, the Company is subject to federal and state income taxes on the income from these activities.  The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015 and included numerous law changes applicable to REITs.  Currently effective changes have not, and the Company expects that the future changes will not, have a material impact on the Company’s operations.  

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local tax jurisdictions as well as certain jurisdictions outside the United States, in which it operates, where applicable.  The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense.  For the three years ended December 31, 2016, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions.  As of December 31, 2016, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2013 and forward.

Deferred Tax Assets

Deferred Tax Assets

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

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

Foreign Currency Translation

Foreign Currency Translation

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

Derivative and Hedging Activities

Derivative and Hedging Activities

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

Fair Value Hierarchy

Fair Value Hierarchy

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

•   Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•   Level 2	Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
•   Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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

Segment

Segments

At December 31, 2016, the Company had two reportable operating segments:  shopping centers and loan investments.  The Company’s chief operating decision maker may review operational and financial data on a property basis and does not differentiate properties on a geographical basis for purposes of allocating resources or capital.  The Company evaluates individual property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items.  Each consolidated shopping center is considered a separate operating segment; however, each shopping center on a stand-alone basis represents less than 10% of revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregations criteria under the applicable standard.  

New Accounting Standards to be Adopted

New Accounting Standards to Be Adopted

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers.  The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers that will supersede most of the existing revenue recognition guidance, including industry-specific guidance.  The core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU No. 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification (“ASC”).  The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017.  Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016.  Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09.  The Company 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 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 Accounting Standards Codification 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) 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 three areas within its accounting policies it believes could be impacted by the new standard.  First, 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 (Note 9).  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 will have a material impact on its financial statements.  

Business Combinations

In September 2015, the FASB issued 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 will early adopt the updated standard in the first quarter of 2017 with respect to its asset acquisitions.  Under this new standard, 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, upon adoption of this new standard, the Company anticipates that the majority of the transaction costs incurred related to the acquisition of shopping centers will be capitalized to real estate assets (Note3).  However, the Company does not believe this change will have a material impact on its 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 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 will early adopt the updated standards in the first quarter of 2017.  The adoption of these standards will modify the Company's current presentation of certain activities within the consolidated statements of cash flows and related disclosures, but they are not expected to have a material effect on the Company’s consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Non-cash Investing and Financing Activities

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

	For the Year Ended December 31,
	2016		2015		2014
Accounts payable related to construction in progress	$	13.3	$	31.6	$	25.7
Dividends declared		75.2		68.6		61.5
Mortgages assumed from acquisitions		—		33.7		293.3
Issuance of Operating Partnership Units ("OP Units")		—		—		18.3
Redemption of OP Units		—		18.3		—
Elimination of a previously held equity interest (Note 3)		—		1.4		2.5
Preferred equity interest and mezzanine loan applied to purchase    price of acquired properties		—		—		51.8
Reclassification adjustment of foreign currency translation (Note 11)		—		—		21.8
Write-off of preferred share original issuance costs		—		—		1.9

Estimated Useful Lives of Assets

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

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

Schedule of Fee and Other Income from Continuing Operations

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

	For the Year Ended December 31,
	2016		2015		2014
Management and other fee income	$	36,298	$	32,971	$	31,907
Ancillary and other property income		18,678		19,038		24,288
Lease termination fees		3,512		2,774		4,085
Other		80		565		621
Total fee and other income	$	58,568	$	55,348	$	60,901

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Investments in and Advances to Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2016

Schedule Of Equity Method Investments [Line Items]

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

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2016, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage		Assets Owned
BRE DDR Retail Holdings III		5%	50 shopping centers in several states
BRE DDR Retail Holdings IV	5		6 shopping centers in several states
DDRTC Core Retail Fund, LLC	15		25 shopping centers in several states
DDR Domestic Retail Fund I	20		55 shopping centers in several states
DDR – SAU Retail Fund, LLC	20		12 shopping centers in several states
Other Joint Venture Interests	26–79		3 shopping centers in 2 states

Service Fees and Income Earned by Company

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

	For the Year Ended December 31,
	2016		2015		2014
Management and other fees	$	28.6	$	26.0	$	24.9
Interest income		33.4		26.0		11.0
Development fees and leasing commissions		7.5		6.8		6.4

Unconsolidated Joint Ventures [Member]

Schedule Of Equity Method Investments [Line Items]

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

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

	December 31,
	2016			2015
Condensed Combined Balance Sheets
Land	$	1,287,675		$	1,343,889
Buildings		3,376,720			3,551,227
Fixtures and tenant improvements		203,824			191,581
		4,868,219			5,086,697
Less: Accumulated depreciation		(884,356	)		(817,235	)
		3,983,863			4,269,462
Construction in progress and land		56,983			52,390
Real estate, net		4,040,846			4,321,852
Cash and restricted cash		50,378			58,916
Receivables, net		50,685			52,768
Other assets, net		248,664			318,546
	$	4,390,573		$	4,752,082
Mortgage debt	$	3,034,399		$	3,177,603
Notes and accrued interest payable to the Company		1,584			1,556
Other liabilities		206,949			219,799
		3,242,932			3,398,958
Redeemable preferred equity		393,338			395,156
Accumulated equity		754,303			957,968
	$	4,390,573		$	4,752,082
Company's share of accumulated equity	$	97,977		$	115,871
Redeemable preferred equity		393,338			395,156
Basis differentials		(36,117	)		(42,402	)
Deferred development fees, net of portion related to the Company's interest		(2,651	)		(2,449	)
Amounts payable to the Company		1,584			1,556
Investments in and Advances to Joint Ventures	$	454,131		$	467,732

Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments

	For the Year Ended December 31,
	2016			2015			2014
Condensed Combined Statements of Operations
Revenues from operations	$	513,365		$	524,697		$	485,764
Expenses from operations:
Operating expenses		144,984			146,924			140,615
Impairment charges(A)		13,598			52,700			21,583
Depreciation and amortization		195,198			207,816			151,651
Interest expense		132,943			140,701			171,803
Preferred share expense		33,418			25,991			7,355
Other (income) expense, net		23,513			30,235			37,970
		543,654			604,367			530,977
Loss before tax expense and discontinued operations		(30,289	)		(79,670	)		(45,213	)
Income tax expense (primarily Sonae Sierra Brasil), net		—			—			(6,565	)
Loss from continuing operations		(30,289	)		(79,670	)		(51,778	)
Discontinued operations:
Loss from discontinued operations(A)		—			—			(13,955	)
Gain on disposition of real estate, net of tax		—			—			55,020
Loss before gain on disposition of real estate, net		(30,289	)		(79,670	)		(10,713	)
Gain on disposition of real estate, net		57,261			17,188			10,116
Net income (loss) attributable to unconsolidated joint ventures	$	26,972		$	(62,482	)	$	(597	)
Income attributable to non-controlling interests		—			—			(2,022	)
Net income (loss) attributable to unconsolidated joint ventures	$	26,972		$	(62,482	)	$	(2,619	)
Company's share of equity in net income (loss) of joint ventures(B)	$	11,650		$	(5,289	)	$	9,218
Basis differential adjustments(B)		4,049			2,154			1,771
Equity in net income (loss) of joint ventures(B)	$	15,699		$	(3,135	)	$	10,989

(A) For the years ended December 31, 2016, 2015 and 2014, the Company’s proportionate share was $2.7 million, $10.5 million and $4.4 million, respectively.  Impairment charges included in discontinued operations related to asset sales were $11.1 million for the year ended December 31, 2014, of which the Company’s proportionate share was $0.8 million.  The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments, as appropriate, as discussed below.  Reflected in discontinued operations are 37 properties sold in 2014.

(B) 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.  The Company does not record income or loss from those investments in which its investment basis is zero.  There were no such investments at December 31, 2016.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Schedule of Business Acquisitions

In 2016 and 2015, the Company acquired the following shopping centers (in millions):

Location	Date Acquired	Purchase Price		Face Value of Mortgage Debt Assumed
Phoenix, AZ	February 2016	$	60.5	$	—
Portland, OR	September 2016		86.3		—
Orange County, CA(A)	March 2015	$	49.2	$	33.0
Orlando, FL	April 2015		33.0		—
Houston, TX	June 2015		69.8		—
Orlando, FL	December 2015		67.1		—

(A) Acquired from an unconsolidated joint venture.  

Schedule of Acquisition Cost of Shopping Centers

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

							Weighted-Average Amortization Period (in Years)
	2016			2015			2016		2015
Land	$	27,093		$	74,699		N/A		N/A
Buildings		99,034			140,668		(B)		(B)
Tenant improvements		4,385			5,229		(B)		(B)
In-place leases (including lease origination costs and fair    market value of leases)(A)		14,021			19,250			5.1		7.3
Tenant relations		8,810			9,176			11.1		10.9
Other assets		146			1,252		N/A		N/A
		153,489			250,274
Less: Mortgage debt assumed at fair value		—			(33,735	)	N/A		N/A
Less: Below-market leases		(6,967	)		(29,885	)		15.4		18.4
Less: Other liabilities assumed		(547	)		(1,169	)	N/A		N/A
Net assets acquired	$	145,975		$	185,485

(A) Includes above-market value leases of $1.5 million at December 31, 2015, none in 2016.

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

Consideration

	2016		2015
Consideration:
Cash (including debt repaid at closing)	$	145,975	$	169,805
Gain on Change in Control of Interests		—		14,279
Carrying value of previously held equity interest(A)		—		1,401
Total consideration(B)	$	145,975	$	185,485

(A) The significant inputs used to value the previously held equity interest were determined to be Level 3 for all of the applicable acquisitions.

(B) Total consideration excludes $0.4 million and $0.7 million in 2016 and 2015, respectively, of costs related to the acquisition of these assets.  These transaction costs were expensed as incurred and included in Other Income (Expense), net in the Company’s consolidated statements of operations.

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Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

Loans Receivable on Real Estate

The following table reconciles the loans receivable on real estate (in thousands):

	2016			2015
Balance at January 1	$	41,988		$	52,444
Additions:
New mortgage loans		11,139			—
Interest		377			—
Accretion of discount		1,038			980
Deductions:
Collections of principal and interest		(5,054	)		(11,436	)
Balance at December 31	$	49,488		$	41,988

Schedule Of Loans Reserve On Real Estate Table Text Block

The following table summarizes the activity in the loan loss reserve (in thousands):

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

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

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Other Assets and Intangibles (Tables)

12 Months Ended

Dec. 31, 2016

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Components of Other Assets

Other assets consist of the following (in thousands):  

	December 31,
	2016		2015
Intangible assets:
In-place leases, net	$	99,600	$	130,330
Above-market leases, net		20,405		30,258
Lease origination costs		12,931		15,956
Tenant relations, net		108,662		134,504
Total intangible assets, net(A)		241,598		311,048
Other assets:
Prepaid expenses(B)		26,842		28,923
Other assets		6,274		6,293
Deposits		5,965		7,536
Deferred charges, net		4,731		6,113
Total other assets, net	$	285,410	$	359,913
Below-market leases, net (other liabilities)(A)	$	147,941	$	155,297

(A) In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off.  

(B) Includes $16.2 million and $16.8 million at December 31, 2016 and 2015, respectively.  During 2015, in accordance with amended legislation of the Puerto Rico Internal Revenue Code, the Company elected and paid this tax as part of an overall tax restructuring (Note 17).  

Summary of Amortization Expense Related to the Intangibles, Excluding Above and Below-Market Leases

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

Year	Expense
2016	$	72.1
2015		92.6
2014		109.5

Summary of Estimated Net Future Amortization Associated with Above and Below-Market Leases

Estimated net future amortization associated with the Company’s intangible assets is as follows (in millions):

Year	Income		Expense
2017	$	6.1	$	61.0
2018		7.6		43.6
2019		8.4		32.9
2020		8.5		23.6
2021		8.8		17.2

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Revolving Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Information Regarding Company's Revolving Credit Facilities

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

	Carrying Value at December 31,				Weighted-Average Interest Rate(A) at December 31,			Maturity Date at
	2016		2015		2016	2015		December 31, 2016
Unsecured Credit Facility	$	—	$	210.0	N/A		1.4%	June 2019
PNC Facility		—		—	N/A	N/A		June 2019

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

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Unsecured and Secured Indebtedness (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Summary of Unsecured and Secured Indebtedness

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

	Carrying Value at December 31,						Interest Rate(A) at December 31,				Maturity Date at
	2016			2015			2016		2015		December 31, 2016
Unsecured indebtedness:
Senior notes(B)	$	2,932.2		$	3,172.2		3.375%–7.875%		3.375%–9.625%		April 2017– February 2026
Senior notes – discount, net		(5.0	)		(5.9	)
Net unamortized debt issuance costs		(14.0	)		(17.1	)
Total Senior Notes	$	2,913.2		$	3,149.2
Unsecured Term Loan	$	400.0		$	400.0			1.9%		1.5%	April 2017
Net unamortized debt issuance costs		(1.6	)		(2.1	)
Total Unsecured Term Loan	$	398.4		$	397.9
Secured indebtedness:
Secured Term Loan	$	200.0		$	200.0			2.1%		1.8%	April 2017
Net unamortized debt issuance costs		(0.2	)		(0.7	)
Total Secured Term Loan	$	199.8		$	199.3
Mortgage indebtedness – Fixed Rate	$	959.1		$	1,109.1			4.9%		5.0%	April 2017– February 2022
Mortgage indebtedness – Variable Rate		26.2			78.0			1.8%		1.8%	March 2017
Net unamortized debt issuance costs		(2.8	)		(3.9	)
Total Mortgage Indebtedness	$	982.5		$	1,183.2

(A) The interest rates reflected above for the senior notes represent the range of the coupon rate of the notes outstanding.  All other interest rates presented are a weighted average of the outstanding debt. Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at December 31, 2016 and 2015.

(B) Effective interest rate ranged from 3.5% to 8.1% at December 31, 2016.

Scheduled Principal Payments

The scheduled principal payments of the Revolving Credit Facilities (Note 6) and unsecured and secured indebtedness, excluding extension options, as of December 31, 2016, are as follows (in thousands):

Year	Amount
2017	$	1,124,292
2018		489,212
2019		185,819
2020		649,367
2021		394,455
Thereafter		1,662,772
		4,505,917
Unamortized fair market value of assumed debt		6,593
Net unamortized debt issuance costs		(18,542	)
Total indebtedness	$	4,493,968

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Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Debt Instruments with Carrying Values Different than Estimated Fair Values

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

	December 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,913,217	$	3,056,896	$	3,149,188	$	3,292,723
Revolving Credit Facilities and term loans		598,242		601,131		807,185		811,666
Mortgage Indebtedness		982,509		1,012,869		1,183,164		1,235,139
	$	4,493,968	$	4,670,896	$	5,139,537	$	5,339,528

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments And Contingencies Disclosure [Abstract]

Schedule Of Future Minimum Rental Revenues And Minimum Rental Payments

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises and the scheduled minimum rental payments under the terms of all non-cancelable operating leases, principally ground leases, in which the Company is the lessee as of December 31, 2016, are as follows (in thousands):

Year	Minimum Rental Revenues		Minimum Rental Payments
2017	$	624,928	$	2,680
2018		549,841		2,707
2019		473,071		2,743
2020		398,517		2,563
2021		312,960		2,571
Thereafter		979,139		120,199
	$	3,338,456	$	133,463

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury (Tables)

12 Months Ended

Dec. 31, 2016

Redeemable Noncontrolling Interest [Line Items]

Preferred Shares Outstanding

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

	December 31,
	2016		2015
Class J—6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value;    750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2016 and 2015	$	200,000	$	200,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value;    750,000 shares authorized; 300,000 shares issued and outstanding at December 31, 2016 and 2015		150,000		150,000
	$	350,000	$	350,000

Common Shares [Member]

Redeemable Noncontrolling Interest [Line Items]

Common Share Dividends Declared

Common share dividends declared were as follows:

	For the Year Ended December 31,
	2016		2015		2014
Common share dividends declared per share	$	0.76	$	0.69	$	0.62

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Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Changes in Accumulated OCI by Component

The changes in Accumulated OCI by component are as follows (in thousands):

	Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Net Unrealized Gains (Losses) on Marketable Securities			Total
Balance, December 31, 2013	$	(7,912	)	$	(30,624	)	$	2,043		$	(36,493	)
Other comprehensive (loss) income before reclassifications		(1,045	)		10,002			(627	)		8,330
Change in cash flow hedges reclassed to earnings(A)		472			—			—			472
Reclassification adjustment for foreign currency translation(B)		—			21,755			—			21,755
Reclassification adjustment for realized gains on    available-for-sale securities(C)		—			—			(1,416	)		(1,416	)
Net current-period other comprehensive (loss) income		(573	)		31,757			(2,043	)		29,141
Balance, December 31, 2014		(8,485	)		1,133			—			(7,352	)
Other comprehensive income (loss) before reclassifications		1,203			(1,307	)		—			(104	)
Change in cash flow hedges reclassed to earnings(A)		1,173			—			—			1,173
Net current-period other comprehensive income (loss)		2,376			(1,307	)		—			1,069
Balance, December 31, 2015		(6,109	)		(174	)		—			(6,283	)
Other comprehensive income (loss) before reclassifications		1,491			(88	)		—			1,403
Change in cash flow hedges reclassed to earnings(A)		688			—			—			688
Net current-period other comprehensive income (loss)		2,179			(88	)		—			2,091
Balance, December 31, 2016	$	(3,930	)	$	(262	)	$	—		$	(4,192	)

(A) In the Company’s consolidated statements of operations, amortization of $0.8 million, $0.7 million and $0.6 million was classified in Interest Expense for the three years ended December 31, 2016, 2015 and 2014, respectively, partially offset by amortization classified in Equity in Net Income of Joint Ventures of $0.1 million in each of the same periods, which was previously recognized in Accumulated OCI.  The year ended December 31, 2015, includes $0.6 million classified in Other Income (Expense), net.

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

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

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Impairment Charges and Impairment of Joint Venture Investments (Tables)

12 Months Ended

Dec. 31, 2016

Asset Impairment Charges [Abstract]

Impairment Charges on Assets or Investments

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

	For the Year Ended December 31,
	2016		2015		2014
Assets marketed for sale or assets sold(A)	$	110.9	$	179.7	$	10.6
Undeveloped land previously held for development(B)		—		99.3		18.6
Total continuing operations	$	110.9	$	279.0	$	29.2
Sold assets – discontinued operations		—		—		8.9
Joint venture investments(C)		—		1.9		30.7
Total impairment charges	$	110.9	$	280.9	$	68.8

(A) The Company recorded impairment charges in 2015 and 2016 triggered by changes in its strategic plan that impacted its asset hold-period assumptions.  During 2015, management accelerated the Company’s portfolio quality improvement initiative, which it intended to accomplish in part through the disposition of less strategic assets.  The disposition initiative triggered the recording of impairment charges on 25 operating shopping centers.  In 2016, in conjunction with the change of the Chief Executive Officer, the Company’s management and Board of Directors decided to increase the volume of near-term asset sales beyond the level contemplated in 2015 primarily to accelerate progress on its deleveraging goal.  As a result, the decision to accelerate sales triggered the recording of impairment charges on 20 operating shopping centers that management identified as short-term disposition candidates.  The impairment charges recorded in 2014 were triggered primarily by the Company’s marketing of certain assets for sale and management’s then-assessment of the likelihood and timing of potential transactions.

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

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

Impairment Charges Measured at Fair Value on Non-Recurring Basis

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 years ended December 31, 2016, 2015 and 2014.  The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2016
Long-lived assets held and used	$	—	$	—	$	438.2	$	438.2	$	110.9
December 31, 2015
Long-lived assets held and used		—		—		407.1		407.1		279.0
Unconsolidated joint venture investments		—		—		—		—		1.9
December 31, 2014
Long-lived assets held and used/held for sale		—		—		141.2		141.2		38.1
Unconsolidated joint venture investments		—		—		6.4		6.4		30.7

Summary of Significant Unobservable Inputs

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

	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value at December 31,						Range
Description	2016		2015		Valuation Technique	Unobservable Inputs	2016	2015
Impairment of consolidated assets	$	13.4	$	33.8	Indicative Bid(A)/ Contracted Price	Indicative Bid(A)/ Contracted Price	N/A	N/A
		398.2		287.6	Income Capitalization Approach(B)/ Sales Comparison Approach	Market Capitalization Rate	7%–10%	8%–9%
						Price per Square Foot	$15–$31	$10–$40
		26.6		51.5	Indicative Bid(A)	Indicative Bid(A)	N/A	N/A
					Discounted Cash Flow	Discount Rate	10%–11%	10%–14%
						Terminal Capitalization Rate	10%–12%	8%–10%
		—		34.2	Indicative Bid(A)/ Sales Comparison Approach	Indicative Bid(A)	N/A	N/A

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

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

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Disposition of Real Estate and Real Estate Investments and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2016

Discontinued Operations And Disposal Groups [Abstract]

Summary of Revenues and Expenses from Properties Included in Discontinued Operations

The following table provides a summary of revenues and expenses from the properties included in discontinued operations (Note 1) (in thousands):

	For the Year Ended December 31, 2014
Revenues	$	39,537
Expenses:
Operating expenses		11,070
Impairment charges		8,877
Interest, net		9,947
Depreciation and amortization		16,254
		46,148
Loss from discontinued operations		(6,611	)
Gain on disposition of real estate		96,009
Income from discontinued operations	$	89,398

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Stock-Based Compensation Plans and Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2016

Summary of Fair Values for Stock-based Awards Granted Using Black-Scholes Option Pricing Model

The fair values for option awards granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Year Ended December 31,
	2016		2015		2014
Weighted-average fair value of grants	$	1.61	$	2.35	$	2.43
Risk-free interest rate (range)– Based upon the U.S. Treasury Strip    with a maturity date that approximates the expected term of the award	1.1%–1.5%		1.4%–1.6%		1.2%–1.4%
Dividend yield (range) – Forecasted dividend yield based on the    expected life	4.5%–5.2%		4.1%–4.3%		4.5%–4.6%
Expected life (range)– Derived by referring to actual exercise experience	4–5 years		4–5 years		4–5 years
Expected volatility (range)– Derived by using a 50/50 blend of implied    and historical changes in the Company's historical stock prices over a    time frame consistent with the expected life of the award	20.6%–22.5%		21.5%–23.4%		24.7%–28.5%

Summary of Stock Option Activity

The following table reflects the stock option activity described above:

				Weighted-		Weighted- Average		Aggregate
	Number of Options (Thousands)			Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value (Thousands)
Balance December 31, 2013		2,661		$	24.77
Granted		774			16.61
Exercised		(154	)		10.02
Forfeited		(320	)		33.40
Balance December 31, 2014		2,961			22.48
Granted		557			19.26
Exercised		(234	)		12.85
Forfeited		(472	)		36.51
Balance December 31, 2015		2,812			20.29
Granted		633			16.74
Exercised		(855	)		11.62
Forfeited		(784	)		29.46
Balance December 31, 2016		1,806		$	19.16		6.1	$	1,608
Options exercisable at December 31,
2016		1,038		$	20.49		4.5	$	1,608
2015		1,760			21.69		4.2		6,764
2014		1,922			25.75		4.0		9,077

Summary of Characteristics of Options Outstanding

The following table summarizes the characteristics of the options outstanding at December 31, 2016:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Outstanding at 12/31/16 (Thousands)		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Exercisable at 12/31/16 (Thousands)		Weighted-Average Exercise Price
$0.00–$12.00		175		2.4	$	7.49		175	$	7.49
$12.01–$16.00		177		4.7		13.88		177		13.88
$16.01–$21.00		1,261		7.6		17.36		493		17.35
$21.01–$66.75		193		0.8		46.38		193		46.38
		1,806		6.1	$	19.16		1,038	$	20.49

Activities for Unvested Stock Option Awards

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2016:

	Options (Thousands)			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2015		1,052		$	2.64
Granted		633			1.61
Vested		(460	)		2.93
Forfeited		(457	)		2.06
Unvested at December 31, 2016		768		$	1.97

Summary of Activity of Employee Stock Option Exercises

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

	For the Year Ended December 31,
	2016		2015		2014
Cash received for exercise price	$	9.9	$	2.5	$	1.5
Intrinsic value		6.0		1.2		1.1

VSEP grants [Member]

Activities for Unvested Restricted Stock Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants and grants pursuant to the 2013 VSEP plans for the year ended December 31, 2016:

	Awards (Thousands)			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2015		742		$	17.03
Granted		462			16.31
Vested		(459	)		16.35
Forfeited		(286	)		17.40
Unvested at December 31, 2016		459		$	16.74

2016 VSEP [Member]

Summary of Fair Value of Value Sharing Equity Program Grants

The fair value of the 2016 VSEP grants was estimated on the date of grant using a Monte Carlo approach model based on the following assumptions:

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

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Computation of Company's Earnings Per Share (EPS) and Reconciliation of Net (Loss) Income from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS

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

	For the Year Ended December 31,
	2016			2015			2014
Numerators – Basic and Diluted
Continuing Operations:
(Loss) income from continuing operations	$	(12,187	)	$	(237,881	)	$	21,107
Plus: Gain on disposition of real estate		73,386			167,571			3,060
Plus: (Income) loss attributable to non-controlling interests		(1,187	)		(1,858	)		2,356
Less: Write-off of preferred share original issuance costs		—			—			(1,943	)
Less: Preferred dividends		(22,375	)		(22,375	)		(24,054	)
Less: Earnings attributable to unvested shares and OP Units		(786	)		(1,286	)		(1,684	)
Income (loss) from continuing operations		36,851			(95,829	)		(1,158	)
Discontinued Operations:
Income from discontinued operations		—			—			89,398
Plus: Loss attributable to non-controlling interests		—			—			1,361
Net income (loss) attributable to common shareholders after allocation    to participating securities	$	36,851		$	(95,829	)	$	89,601
Denominators – Number of Shares
Basic—Average shares outstanding		365,294			360,946			358,122
Effect of dilutive securities—Stock options		267			—			—
Diluted—Average shares outstanding		365,561			360,946			358,122
Basic Earnings Per Share:
Income (loss) from continuing operations attributable to common    shareholders	$	0.10		$	(0.27	)	$	0.00
Income from discontinued operations attributable to common    shareholders		—			—			0.25
Net income (loss) attributable to common shareholders	$	0.10		$	(0.27	)	$	0.25
Diluted Earnings Per Share:
Income (loss) from continuing operations attributable to common    shareholders	$	0.10		$	(0.27	)	$	0.00
Income from discontinued operations attributable to common    shareholders		—			—			0.25
Net income (loss) attributable to common shareholders	$	0.10		$	(0.27	)	$	0.25

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Taxes [Line Items]

Summary of Combined Activity and Taxable Activity

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):

	For the Year Ended December 31,
	2016		2015			2014
Book income (loss) before income taxes – TRS	$	9,953	$	(1,446	)	$	12,104
Book loss before income taxes – Puerto Rico	$	—	$	—		$	(11,040	)
Current – TRS and Puerto Rico	$	17	$	—		$	—
Deferred – TRS and Puerto Rico		—		—			—
Total expense – TRS	$	17	$	—		$	—
Total expense – Puerto Rico	$	—	$	—		$	—

Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate

	For the Year Ended December 31,
TRS	2016			2015			2014
Statutory rate of 34% applied to pre-tax income (loss)	$	3,384		$	(492	)	$	4,115
Effect of state and local income taxes, net of federal tax benefit		498			(72	)		605
Valuation allowance decrease		(4,039	)		(1,169	)		(6,144	)
Other		174			1,733			1,424
Total expense	$	17		$	—		$	—
Effective tax rate		0.17	%		0.00	%		0.00	%

Summary of Deferred Tax Assets and Liabilities

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

	For the Year Ended December 31,
	2016			2015
Deferred tax assets(A)	$	61,742		$	65,891
Deferred tax liabilities		(404	)		(514	)
Valuation allowance		(61,338	)		(65,377	)
Net deferred tax asset	$	—		$	—

(A) Primarily attributable to net operating losses, aggregating $37.8 million at December 31, 2016, and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.  The TRS net operating loss carryforwards will expire in varying amounts between the years 2022 through 2035.  

Reconciliation of GAAP Net income (Loss) Attributable to Taxable Income

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

	For the Year Ended December 31,
	2016			2015			2014
GAAP net income (loss) attributable to DDR	$	60,012		$	(72,168	)	$	117,282
Plus: Book depreciation and amortization(A)		376,493			385,696			341,391
Less: Tax depreciation and amortization(A)		(224,766	)		(228,882	)		(210,850	)
Book/tax differences on losses from capital transactions		(155,170	)		(149,507	)		(313,855	)
Joint venture equity in earnings, net(A)		(3,802	)		8,491			97,323
Deferred income		(8,352	)		(4,293	)		(12,545	)
Compensation expense		(5,237	)		(18,879	)		(6,103	)
Impairment charges		110,906			280,930			68,703
Senior convertible notes – accretion adjustment		—			9,954			11,377
Senior convertible notes – repurchase premium		—			(52,390	)		—
Puerto Rico tax prepayment		—			(16,812	)		—
Miscellaneous book/tax differences, net		(2,625	)		(10,204	)		(14,745	)
Taxable income before adjustments		147,459			131,936			77,978
Less: Capital gains		—			—			(48,015	)
Taxable income subject to the 90% dividend requirement	$	147,459		$	131,936		$	29,963

(A) Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in earnings, net.”

Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction

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

	For the Year Ended December 31,
	2016			2015			2014
Dividends paid	$	293,031		$	264,243		$	239,294
Plus: Deemed dividends on convertible debt		—			14,159			12,026
Less: Dividends designated to prior year		(5,594	)		(5,594	)		(6,608	)
Plus: Dividends designated from the following year		5,594			5,594			5,594
Less: Return of capital		(145,572	)		(146,466	)		(172,328	)
Dividends paid deduction	$	147,459		$	131,936		$	77,978

Puerto Rico [Member]

Income Taxes [Line Items]

Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate

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

	For the Year Ended December 31,
Puerto Rico	2014
Statutory rate of 39% applied to pre-tax loss	$	(4,306	)
Valuation allowance increase		4,194
Other		112
Total expense	$	—
Effective tax rate		0.00	%

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Summary of Information about Company's Reportable Operating Segments

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

	For the Year Ended December 31, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	1,005,761		$	44					$	1,005,805
Rental operation expenses		(276,866	)		(218	)					(277,084	)
Net operating income (loss)		728,895			(174	)					728,721
Impairment charges		(110,906	)								(110,906	)
Depreciation and amortization		(389,519	)								(389,519	)
Interest income					37,054						37,054
Other income (expense), net							$	3,322			3,322
Unallocated expenses(A)								(295,471	)		(295,471	)
Equity in net income of joint ventures		15,699									15,699
Loss on sale and change in control of interests, net		(1,087	)								(1,087	)
Loss from continuing operations										$	(12,187	)
As of December 31, 2016:
Total gross real estate assets	$	9,244,058								$	9,244,058
Notes receivable, net(B)				$	442,826		$	(393,323	)	$	49,503

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

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

(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.  

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Results of Operations

The following table sets forth the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts):

	2016									2015
	First Quarter		Second Quarter		Third Quarter			Fourth Quarter		First Quarter			Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	254,423	$	257,321	$	253,800		$	240,261	$	258,825		$	257,323	$	257,135	$	254,788
Net income (loss) attributable to    DDR		45,573		41,058		(60,360	)		33,741		(243,787	)		18,598		59,555		93,466
Net income (loss) attributable to    common shareholders		39,980		35,464		(65,954	)		28,147		(249,381	)		13,004		53,962		87,872
Basic:
Net income (loss) per common    share attributable to common    shareholders	$	0.11	$	0.10	$	(0.18	)	$	0.08	$	(0.69	)	$	0.03	$	0.15	$	0.24
Weighted-average number of    shares		364,691		364,976		365,508			365,965		359,818			360,073		361,107		362,734
Diluted:
Net income (loss) per common    share attributable to common    shareholders	$	0.11	$	0.10	$	(0.18	)	$	0.08	$	(0.69	)	$	0.03	$	0.15	$	0.24
Weighted-average number of    shares		365,042		365,318		365,508			366,075		359,818			364,147		363,571		365,197

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Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) JointVenture Segment	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Maximum exposure to losses associated with VIEs	$ 405,400	$ 412,400
Capitalized costs	8,100	9,100	$ 9,900
Interest paid	220,000	234,600	243,200
Capitalized interest paid	3,100	6,700	8,700
Impairment of joint venture investments	0	1,909	30,652
Accounts receivable, unrecoverable amount	7,100	6,200
Allowance for straight line rent	4,100	4,000
Straight line rent receivable, net	65,100	65,700
Stock-based compensation cost recognized by the company	7,000	7,000	9,100
Accelerated vesting of awards due to employee severance charges	$ 900	500	1,400
Number of reportable segments | Segment	2
Quantitative threshold of revenues, profit or loss and assets for identifying reportable segments	The Company’s chief operating decision maker may review operational and financial data on a property basis and does not differentiate properties on a geographical basis for purposes of allocating resources or capital. The Company evaluates individual property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Each consolidated shopping center is considered a separate operating segment; however, each shopping center on a stand-alone basis represents less than 10% of revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregations criteria under the applicable standard.
Percentage of lease commission income upon lease execution	50.00%
Percentage of lease commission income upon tenant rent commencement	50.00%
Geographic Concentration Risk [Member] | Revenues [Member] | Shopping Center [Member] | Stand-Alone Shopping Center [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of revenues	10.00%
Real Estate Investment [Member]
Summary Of Significant Accounting Policies [Line Items]
Impairment charges related to consolidated real estate investment	$ 110,900	$ 279,000	$ 38,100
Variable Interest Entity, Not Primary Beneficiary [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of unconsolidated joint ventures | JointVenture	2

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Summary of Significant Accounting Policies - Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Other Significant Noncash Transactions [Line Items]
Accounts payable related to construction in progress	$ 13,300	$ 31,600	$ 25,700
Dividends declared	75,245	68,604	61,500
Mortgages assumed from acquisitions	0	33,700	293,300
Issuance of Operating Partnership Units ("OP Units")	0	0	18,300
Redemption of OP Units	0	18,300	0
Elimination of a previously held equity interest	0	1,400	2,500
Preferred equity interest and mezzanine loan applied to purchase price of acquired properties	0	0	51,800
Reclassification adjustment of foreign currency translation			21,755
Write-off of preferred share original issuance costs	0	0	1,943
Accumulated Other Comprehensive Loss [Member]
Other Significant Noncash Transactions [Line Items]
Reclassification adjustment of foreign currency translation	$ 0	$ 0	$ 21,800

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Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2016
Tenant improvements [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	Shorter of economic life or lease terms
Minimum [Member] | Buildings [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	20 years
Minimum [Member] | Building improvements and fixtures [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	5 years
Maximum [Member] | Buildings [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	31 years 6 months
Maximum [Member] | Building improvements and fixtures [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	20 years

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Summary of Significant Accounting Policies - Schedule of Fee and Other Income from Continuing Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Management and other fee income	$ 36,298	$ 32,971	$ 31,907
Ancillary and other property income	18,678	19,038	24,288
Lease termination fees	3,512	2,774	4,085
Other	80	565	621
Total fee and other income	$ 58,568	$ 55,348	$ 60,901

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Investments in and Advances to Joint Ventures - Summary of Company's Equity Method Joint Ventures Included in Investments in and Advances (Detail)	12 Months Ended
	Dec. 31, 2016 Assets
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	25.00%
BRE DDR Retail Holdings III [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	5.00%
Equity Method Investment, Assets Owned	50 shopping centers in several states
Number of shopping centers owned	50
BRE DDR Retail Holdings IV [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	5.00%
Equity Method Investment, Assets Owned	6 shopping centers in several states
Number of shopping centers owned	6
DDRTC Core Retail Fund LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	15.00%
Equity Method Investment, Assets Owned	25 shopping centers in several states
Number of shopping centers owned	25
DDR Domestic Retail Fund I [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	20.00%
Equity Method Investment, Assets Owned	55 shopping centers in several states
Number of shopping centers owned	55
DDR-SAU Retail Fund LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	20.00%
Equity Method Investment, Assets Owned	12 shopping centers in several states
Number of shopping centers owned	12
Other Joint Venture Interests [Member]
Schedule Of Equity Method Investments [Line Items]
Equity Method Investment, Assets Owned	3 shopping centers in 2 states
Number of shopping centers owned	3
Minimum [Member] | Other Joint Venture Interests [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	26.00%
Maximum [Member] | Other Joint Venture Interests [Member]
Schedule Of Equity Method Investments [Line Items]
Effective Ownership Percentage	79.00%

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Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Condensed Combined Balance Sheets
Land	$ 1,990,406	$ 2,184,145
Buildings	6,412,532	6,965,632
Fixtures and tenant improvements	735,685	743,037
Total real estate rental property	9,138,623	9,892,814
Less: Accumulated depreciation	(1,996,176)	(2,062,899)
Real estate rental property, net	7,142,447	7,829,915
Construction in progress and land	105,435	235,385
Total real estate assets, net	7,247,882	8,065,300
Other assets, net	285,410	359,913
Total assets	8,197,518	9,097,088
Mortgage debt	982,509	1,183,164
Total liabilities	4,951,506	5,633,619
Total liabilities and equity	8,197,518	9,097,088
Company's share of accumulated equity	97,977	115,871
Redeemable preferred equity	393,338	395,156
Basis differentials	(36,117)	(42,402)
Deferred development fees, net of portion related to the Company's interest	(2,651)	(2,449)
Amounts payable to the Company	1,584	1,556
Investments in and Advances to Joint Ventures	454,131	467,732
Unconsolidated Joint Ventures [Member]
Condensed Combined Balance Sheets
Land	1,287,675	1,343,889
Buildings	3,376,720	3,551,227
Fixtures and tenant improvements	203,824	191,581
Total real estate rental property	4,868,219	5,086,697
Less: Accumulated depreciation	(884,356)	(817,235)
Real estate rental property, net	3,983,863	4,269,462
Construction in progress and land	56,983	52,390
Total real estate assets, net	4,040,846	4,321,852
Cash and restricted cash	50,378	58,916
Receivables, net	50,685	52,768
Other assets, net	248,664	318,546
Total assets	4,390,573	4,752,082
Mortgage debt	3,034,399	3,177,603
Notes and accrued interest payable to the Company	1,584	1,556
Other liabilities	206,949	219,799
Total liabilities	3,242,932	3,398,958
Redeemable preferred equity	393,338	395,156
Accumulated equity	754,303	957,968
Total liabilities and equity	$ 4,390,573	$ 4,752,082

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Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Expenses from operations:
Operating expenses									$ 853,610	$ 1,048,141	$ 797,591
Impairment charges									110,906	279,021	29,175
Depreciation and amortization									389,519	402,045	402,825
Interest expense									217,589	241,727	237,120
Other (income) expense, net									(3,322)	1,739	12,262
(Loss) income before tax expense									(10,406)	(231,595)	22,962
Income tax expense (primarily Sonae Sierra Brasil), net									(1,781)	(6,286)	(1,855)
(Loss) income from continuing operations									(12,187)	(237,881)	21,107
Discontinued operations:
Loss from discontinued operations											(6,611)
Gain on disposition of real estate, net of tax											96,009
(Loss) income before gain on disposition of real estate									(12,187)	(237,881)	110,505
Gain on disposition of real estate, net									73,386	167,571	3,060
(Income) loss attributable to non-controlling interests, net									(1,187)	(1,858)	3,717
Net income (loss) attributable to DDR	$ 33,741	$ (60,360)	$ 41,058	$ 45,573	$ 93,466	$ 59,555	$ 18,598	$ (243,787)	60,012	(72,168)	117,282
Company's share of equity in net income (loss) of joint ventures									11,650	(5,289)	9,218
Basis differential adjustments									4,049	2,154	1,771
Equity in net income (loss) of joint ventures									15,699	(3,135)	10,989
Unconsolidated Joint Ventures [Member]
Condensed Combined Statements of Operations
Revenues from operations									513,365	524,697	485,764
Expenses from operations:
Operating expenses									144,984	146,924	140,615
Impairment charges									13,598	52,700	21,583
Depreciation and amortization									195,198	207,816	151,651
Interest expense									132,943	140,701	171,803
Preferred share expense									33,418	25,991	7,355
Other (income) expense, net									23,513	30,235	37,970
Total expenses									543,654	604,367	530,977
(Loss) income before tax expense									(30,289)	(79,670)	(45,213)
Income tax expense (primarily Sonae Sierra Brasil), net									0	0	(6,565)
(Loss) income from continuing operations									(30,289)	(79,670)	(51,778)
Discontinued operations:
Loss from discontinued operations									0	0	(13,955)
Gain on disposition of real estate, net of tax									0	0	55,020
(Loss) income before gain on disposition of real estate									(30,289)	(79,670)	(10,713)
Gain on disposition of real estate, net									57,261	17,188	10,116
Net income (loss) attributable to unconsolidated joint ventures									26,972	(62,482)	(597)
(Income) loss attributable to non-controlling interests, net									0	0	(2,022)
Net income (loss) attributable to DDR									$ 26,972	$ (62,482)	$ (2,619)

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Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) Property
Schedule Of Equity Method Investments [Line Items]
Company's proportionate share of the impairment charges	$ 2,700,000	$ 10,500,000	$ 4,400,000
Company's share of aggregate impairment charges reclassified to discontinued operations			$ 800,000
Number of properties sold under discontinued operations | Property			35
Investment basis value for which no income loss recognized	$ 0
Unconsolidated Joint Ventures [Member]
Schedule Of Equity Method Investments [Line Items]
Impairment charges reclassified to discontinued operations related to asset sales			$ 11,100,000
Number of properties sold under discontinued operations | Property			37

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Investments in and Advances to Joint Ventures - Service Fees and Income Earned by Company's Unconsolidated Joint Ventures (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Equity Method Investments And Joint Ventures [Abstract]
Management and other fees	$ 28.6	$ 26.0	$ 24.9
Interest income	33.4	26.0	11.0
Development fees and leasing commissions	$ 7.5	$ 6.8	$ 6.4

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Investments in and Advances to Joint Ventures - Additional Information (Detail) $ in Thousands		4 Months Ended	12 Months Ended
	Apr. 28, 2014 USD ($) ShoppingCenter	Apr. 28, 2014 ShoppingCenter BRL / $	Dec. 31, 2016 USD ($) Property	Dec. 31, 2015 USD ($) Property	Dec. 31, 2014 USD ($)
Schedule Of Equity Method Investments [Line Items]
Number of properties sold | Property			33	29
Percentage of ownership interest transferred			25.00%
Gain (loss) on change in control of interests			$ (1,087)	$ 7,772	$ 87,996
Number of assets sold to former joint venture partner | Property				2
Aggregate sales price				$ 112,300
Gain on sale of properties			$ 73,386	167,571	3,060
Joint Venture Partner [Member]
Schedule Of Equity Method Investments [Line Items]
Number of properties sold | Property			10
Parent Company [Member]
Schedule Of Equity Method Investments [Line Items]
Investment interest percentage		33.00%
Gain on Sale of Interests					83,700
Gain on sale and change in control of interests					$ 19,700
Property Management Company [Member]
Schedule Of Equity Method Investments [Line Items]
Gain (loss) on change in control of interests				$ (6,500)
Percentage of ownership interest transferred				50.00%
BRE DDR Joint Ventures [Member]
Schedule Of Equity Method Investments [Line Items]
Redeemable preferred equity			$ 386,100
Preferred equity investment accrued interest			$ 7,200
Preferred equity fixed dividend rate per annum			8.50%
Maximum preferred equity fixed distribution deferral			23.50%
Ownership interest of joint venture partner			95.00%
Ownership interest in joint venture			5.00%
Redemption of preferred equity in full at company option			after seven years
SSB [Member]
Schedule Of Equity Method Investments [Line Items]
Proceeds from sale of joint venture assets	$ 343,600
Percentage of ownership interest transferred	50.00%	50.00%
Weighted-average exchange rate used for recording the equity in net income | BRL / $		2.26
Sonae Sierra Brasil Sa [Member]
Schedule Of Equity Method Investments [Line Items]
Ownership interest of joint venture partner	66.00%
Shopping centers owned | ShoppingCenter	10	10
Unpaid Preferred Equity Distributions [Member] | BRE DDR Joint Ventures [Member]
Schedule Of Equity Method Investments [Line Items]
Preferred equity fixed dividend rate per annum			8.50%
Shopping Centers and Land [Member]
Schedule Of Equity Method Investments [Line Items]
Number of properties sold | Property			17
Proceeds from sale of joint venture assets			$ 214,600
Gain on sale of joint venture assets			$ 13,800
Shopping Center [Member]
Schedule Of Equity Method Investments [Line Items]
Gain on sale of properties				$ 59,800

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Acquisitions - Summary of Acquired Shopping Centers (Detail) - Shopping Center [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Phoenix [Member] | AZ [Member]
Business Acquisition [Line Items]
Date Acquired	2016-02
Purchase Price	$ 60.5
Face Value of Mortgage Debt Assumed	$ 0.0
Portland [Member] | OR [Member]
Business Acquisition [Line Items]
Date Acquired	2016-09
Purchase Price	$ 86.3
Face Value of Mortgage Debt Assumed	$ 0.0
Orange County [Member] | CA [Member]
Business Acquisition [Line Items]
Date Acquired		2015-03
Purchase Price		$ 49.2
Face Value of Mortgage Debt Assumed		$ 33.0
Orlando [Member] | FL [Member]
Business Acquisition [Line Items]
Date Acquired		2015-04
Purchase Price		$ 33.0
Face Value of Mortgage Debt Assumed		$ 0.0
Houston [Member] | TX [Member]
Business Acquisition [Line Items]
Date Acquired		2015-06
Purchase Price		$ 69.8
Face Value of Mortgage Debt Assumed		$ 0.0
Orlando [Member] | FL [Member]
Business Acquisition [Line Items]
Date Acquired		2015-12
Purchase Price		$ 67.1
Face Value of Mortgage Debt Assumed		$ 0.0

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Acquisitions - Schedule of Acquisition Cost of Shopping Centers (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Less: Below-market leases	$ (147,941)	$ (155,297)
Shopping Center Acquired [Member]
Business Acquisition [Line Items]
Land	27,093	74,699
Buildings	99,034	140,668
Tenant improvements	4,385	5,229
Other assets	146	1,252
Assets acquired	153,489	250,274
Less: Mortgage debt assumed at fair value	0	(33,735)
Less: Below-market leases	(6,967)	(29,885)
Less: Other liabilities assumed	(547)	(1,169)
Net assets acquired	145,975	185,485
Shopping Center Acquired [Member] | In-Place Leases (Including Lease Origination Costs and Fair Market Value of Leases) [Member]
Business Acquisition [Line Items]
Intangible assets acquired	$ 14,021	$ 19,250
Weighted Average Amortization Period	5 years 1 month 6 days	7 years 3 months 18 days
Shopping Center Acquired [Member] | Tenant Relations [Member]
Business Acquisition [Line Items]
Intangible assets acquired	$ 8,810	$ 9,176
Weighted Average Amortization Period	11 years 1 month 6 days	10 years 10 months 24 days
Shopping Center Acquired [Member] | Below-Market Leases [Member]
Business Acquisition [Line Items]
Weighted Average Amortization Period	15 years 4 months 24 days	18 years 4 months 24 days

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Acquisitions - Schedule of Acquisition Cost of Shopping Centers (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Business Combinations [Abstract]
Above-market value of leases	$ 0.0	$ 1.5

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Acquisitions - Consideration (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Combinations [Abstract]
Cash (including debt repaid at closing)	$ 145,975	$ 169,805
Gain on Change in Control of Interests	0	14,279
Carrying value of previously held equity interest	0	1,401
Total consideration	$ 145,975	$ 185,485

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Acquisitions - Consideration (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Combinations [Abstract]
Acquisition costs related to assets	$ 0.4	$ 0.7
Revenues from the date of acquisition	$ 6.8	$ 9.5	$ 23.1

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Notes Receivable - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and other receivables outstanding	$ 49,503	$ 42,534	$ 56,245
Maturity Start Date	2017-09
Maturity End Date	2023-06
Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	5.60%
Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	12.00%

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Notes Receivable - Loans Receivable on Real Estate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Receivables [Abstract]
Balance at January 1	$ 41,988	$ 52,444
Additions:
New mortgage loans	11,139	0
Interest	377	0
Accretion of discount	1,038	980	$ 926
Deductions:
Collections of principal and interest	(5,054)	(11,436)
Balance at December 31	$ 49,488	$ 41,988	$ 52,444

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Notes Receivable - Summary of Activity in Loan Loss Reserve (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Receivables [Abstract]
Balance at January 1	$ 15,606	$ 15,106
Additions:
Loan loss reserve	0	500
Deductions:
Write-offs	(15,606)	0
Balance at December 31	$ 0	$ 15,606

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Notes Receivable - Summary of Activity in Loan Loss Reserve (Parenthetical) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable, net	$ 49,503	$ 42,534	$ 56,245
Gain on disposition of real estate, net of tax	$ 73,386	167,571	3,060
Aggregate write down in the loan loss reserve		15,606	$ 0
Sale of Note Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Face value of note receivable sold, including accrued interest		9,800
Notes receivable, net		5,000
Proceeds from sale of notes receivable		7,900
Loan loss reserve		4,800
Gain on disposition of real estate, net of tax		2,900
Write off a cross collateralized note receivable, including accrued interest		10,800
Aggregate write down in the loan loss reserve		$ 15,600

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Other Assets and Intangibles - Components of Other Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Intangible assets:
Total intangible assets, net	$ 241,598	$ 311,048
Other assets:
Prepaid expenses	26,842	28,923
Other assets	6,274	6,293
Deposits	5,965	7,536
Deferred charges, net	4,731	6,113
Total other assets, net	285,410	359,913
Below-market leases, net (other liabilities)	147,941	155,297
In-place leases, net [Member]
Intangible assets:
Total intangible assets, net	99,600	130,330
Above-market leases, net [Member]
Intangible assets:
Total intangible assets, net	20,405	30,258
Lease Origination Costs [Member]
Intangible assets:
Total intangible assets, net	12,931	15,956
Tenant Relations, Net [Member]
Intangible assets:
Total intangible assets, net	$ 108,662	$ 134,504

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Other Assets and Intangibles - Components of Other Assets (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Puerto Rico Tax Restructuring
Other Assets [Line Items]
Prepaid expenses	$ 16.2	$ 16.8

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Other Assets and Intangibles - Summary of Amortization Expense Related to the Intangibles, Excluding Above and Below-Market Leases (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Intangible Assets Net Excluding Goodwill [Abstract]
Amortization expense	$ 72.1	$ 92.6	$ 109.5

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Other Assets and Intangibles - Summary of Estimated Net Future Amortization Associated with Above and Below-Market Leases (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Intangible Assets Net Excluding Goodwill [Abstract]
Future amortization income, 2017	$ 6.1
Future amortization income, 2018	7.6
Future amortization income, 2019	8.4
Future amortization income, 2020	8.5
Future amortization income, 2021	$ 8.8

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Other Assets and Intangibles - Summary of Estimated Future Amortization Expense Associated with Intangible Assets, Excluding Above and Below-Market Leases (Detail) $ in Millions	Dec. 31, 2016 USD ($)
Intangible Assets Net Excluding Goodwill [Abstract]
Future amortization expense, 2017	$ 61.0
Future amortization expense, 2018	43.6
Future amortization expense, 2019	32.9
Future amortization expense, 2020	23.6
Future amortization expense, 2021	$ 17.2

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Revolving Credit Facilities - Information Regarding Company's Revolving Credit Facilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Carrying Value	$ 0	$ 210,000
Revolving Credit Facility [Member] | Unsecured Debt [Member] | JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member]
Debt Instrument [Line Items]
Carrying Value	$ 0	$ 210,000
Weighted-Average Interest Rate		1.40%
Lines of Credit Maturity Date	2019-06
Revolving Credit Facility [Member] | Unsecured Debt [Member] | PNC Bank National Association [Member]
Debt Instrument [Line Items]
Carrying Value	$ 0	$ 0
Lines of Credit Maturity Date	2019-06

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Revolving Credit Facilities - Additional Information (Detail) - Unsecured Debt [Member] - Revolving Credit Facility [Member]	12 Months Ended
	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Covenant compliance	The Company was in compliance with these financial covenants at December 31, 2016 and 2015.
LIBOR [Member]
Debt Instrument [Line Items]
Specified spread line of credit facility	1.00%
JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member]
Debt Instrument [Line Items]
Unsecured revolving credit facility borrowing capacity	$ 750,000,000
Accordion feature	$ 1,250,000,000
Line of credit facility competitive bid option on periodic interest rates	up to 50% of the facility
Facility fee	0.20%
Revolving credit facility maturity extension option	two six-month options to extend the maturity to June 2020 upon the Company’s request
PNC Bank National Association [Member]
Debt Instrument [Line Items]
Unsecured revolving credit facility	$ 50,000,000

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Unsecured and Secured Indebtedness - Summary of Unsecured and Secured Indebtedness (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Net unamortized debt issuance costs	$ (18,542)
Total Senior Notes	2,913,217	$ 3,149,188
Total Unsecured Term Loan	398,399	397,934
Secured term loan	199,843	199,251
Mortgage indebtedness	$ 982,509	$ 1,183,164
Mortgage, Weighted Average Interest Rate	4.90%	5.20%
Unsecured Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Carrying Amount	$ 2,932,200	$ 3,172,200
Senior notes – discount, net	(5,000)	(5,900)
Net unamortized debt issuance costs	(14,000)	(17,100)
Total Senior Notes	$ 2,913,200	$ 3,149,200
Debt Instrument Maturity Date, Start	2017-04
Debt Instrument Maturity Date, End	2026-02
Unsecured Senior Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate	3.375%	3.375%
Unsecured Senior Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate	7.875%	9.625%
Mortgage indebtedness-Fixed Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Carrying Amount	$ 959,100	$ 1,109,100
Mortgage, Weighted Average Interest Rate	4.90%	5.00%
Debt Instrument Maturity Date, Start	2017-04
Debt Instrument Maturity Date, End	2022-02
Mortgage indebtedness-Variable Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Carrying Amount	$ 26,200	$ 78,000
Mortgage, Weighted Average Interest Rate	1.80%	1.80%
Debt Instrument Maturity Date	2017-03
Mortgages indebtedness [Member]
Debt Instrument [Line Items]
Net unamortized debt issuance costs	$ (2,800)	$ (3,900)
Mortgage indebtedness	982,500	1,183,200
Wells Fargo Bank National Association and PNC Bank National Association [Member] | Term Loan [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Carrying Amount	400,000	400,000
Net unamortized debt issuance costs	(1,600)	(2,100)
Total Unsecured Term Loan	$ 398,400	$ 397,900
Term Loan interest rates	1.90%	1.50%
Debt Instrument Maturity Date	2017-04
Key Bank National Association [Member] | Term Loan [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Carrying Amount	$ 200,000	$ 200,000
Net unamortized debt issuance costs	(200)	(700)
Secured term loan	$ 199,800	$ 199,300
Term Loan interest rates	2.10%	1.80%
Debt Instrument Maturity Date	2017-04

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Unsecured and Secured Indebtedness - Summary of Unsecured and Secured Indebtedness (Parenthetical) (Detail)	Dec. 31, 2016
Minimum [Member]
Debt Instrument [Line Items]
Effective interest rate	3.50%
Maximum [Member]
Debt Instrument [Line Items]
Effective interest rate	8.10%

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Unsecured and Secured Indebtedness - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Nov. 30, 2015 USD ($) $ / Note shares
Debt Instrument [Line Items]
Senior notes, Weighted Average Interest Rate	4.90%	5.20%
Senior notes issued which may not be redeemed prior to maturity	$ 82,200,000
Covenant terms	The fixed-rate senior notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage. The covenants also require that the cumulative dividends declared or paid from December 31, 1993, through the end of the current period cannot exceed Funds From Operations (as defined in the agreement) plus an additional $20.0 million for the same period unless required to maintain REIT status.
Covenant compliance	At December 31, 2016 and 2015, the Company was in compliance with all of the financial and other covenants under the indentures.
Total fees, excluding underwriting discounts, incurred for the issuance of senior notes	$ 43,000	$ 4,605,000	$ 1,046,000
Gross fees paid for revolving credit facilities and term loans	1,800,000	2,300,000	$ 1,900,000
Mortgage Payable [Member]
Debt Instrument [Line Items]
Net book value of investments and real estate collateralizing mortgages payable	$ 1,500,000,000
Mortgage Payable [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate	3.40%
Mortgage Payable [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate	9.80%
Secured Term Loan with Key Bank National Association [Member]
Debt Instrument [Line Items]
Term loan maturity date	2017-04
Extension maturity period	P1Y
Covenant compliance	The Company was in compliance with these financial covenants at December 31, 2016 and 2015.
Extended maturity date	2018-04
LIBOR [Member] | Secured Term Loan with Key Bank National Association [Member]
Debt Instrument [Line Items]
Specified spread line of credit facility	1.35%
Senior Notes [Member]
Debt Instrument [Line Items]
Total fees, excluding underwriting discounts, incurred for the issuance of senior notes		$ 2,000,000
Senior Convertible Notes [Member]
Debt Instrument [Line Items]
Senior convertible notes aggregate principal amount outstanding at maturity				$ 350,000,000
Conversion price, common shares per 1000 principal amount of senior convertible notes | shares				9.0311
Principal amount of senior convertible notes | $ / Note				1,000
Conversion of convertible notes | shares				3,200,000
Unsecured Debt [Member] | Wells Fargo Bank National Association and PNC Bank National Association [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Unsecured term loan	$ 400,000,000
Term loan maturity date	2017-04
Accordion feature	$ 600,000,000
Extension maturity period	with three one-year borrower options
Covenant compliance	Company was in compliance with these financial covenants at December 31, 2016 and 2015
Unsecured Debt [Member] | LIBOR [Member] | Wells Fargo Bank National Association and PNC Bank National Association [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Specified spread line of credit facility	1.10%

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Unsecured and Secured Indebtedness - Scheduled Principal Payments (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
2017	$ 1,124,292
2018	489,212
2019	185,819
2020	649,367
2021	394,455
Thereafter	1,662,772
Total	4,505,917
Unamortized fair market value of assumed debt	6,593
Net unamortized debt issuance costs	(18,542)
Total indebtedness	$ 4,493,968	$ 5,139,537

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Financial Instruments and Fair Value Measurements - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) Derivative	Dec. 31, 2015 USD ($) Derivative
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Carrying amount of notes	$ 443.3	$ 437.6
Designated As Hedging Instrument [Member]
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Aggregate notional amount	76.9	78.5
Fair Value, Measurements, Recurring [Member]
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Fair value of swap liability	$ 1.0	$ 2.5
Interest Rate Swap [Member]
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative maturity date	Sep. 01, 2017
Derivative fixed interest rate	2.80%
Interest Rate Swap [Member] | Designated As Hedging Instrument [Member]
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Number of interest rate derivatives held | Derivative	1	1
Level 3 [Member]
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Approximate fair value of notes	$ 445.2	$ 441.5

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Financial Instruments and Fair Value Measurements - Debt Instruments with Carrying Values Different than Estimated Fair Values (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior notes	$ 2,913,217	$ 3,149,188
Revolving Credit Facilities and term loans	598,242	807,185
Mortgage indebtedness	982,509	1,183,164
Total indebtedness	4,493,968	5,139,537
Fair Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior notes	3,056,896	3,292,723
Revolving Credit Facilities and term loans	601,131	811,666
Mortgage indebtedness	1,012,869	1,235,139
Total indebtedness	$ 4,670,896	$ 5,339,528

XML

Commitments and Contingencies - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Contingencies And Commitments [Line Items]
Agreements entered into with general contractors for the construction or redevelopment of shopping centers	$ 11.6
Outstanding letters of credit	21.9
Affiliate debt guarantee	$ 4.5
Mortgage debt maturity, year and month	2020-10
Long-term ground leases expiration period	various dates through 2070
Minimum [Member]
Contingencies And Commitments [Line Items]
Period space in shopping centers leased	1 month
Maximum [Member]
Contingencies And Commitments [Line Items]
Period space in shopping centers leased	30 years

XML

Commitments and Contingencies - Schedule Of Future Minimum Rental Revenues And Minimum Rental Payments (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Minimum Rental Revenues
2017	$ 624,928
2018	549,841
2019	473,071
2020	398,517
2021	312,960
Thereafter	979,139
Total future minimum rental revenues	3,338,456
Minimum Rental Payments
2017	2,680
2018	2,707
2019	2,743
2020	2,563
2021	2,571
Thereafter	120,199
Total future minimum rental payments	$ 133,463

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Schedule Of Equity [Line Items]
Operating partnership units outstanding	369,176	369,176
Common shares, par value	$ 0.10	$ 0.10
Net proceeds	$ 0	$ 0	$ 11,635
Common Shares [Member]
Schedule Of Equity [Line Items]
Issuance of common shares			664,000
Average price per share			$ 18.15
Class J Depositary Share [Member]
Schedule Of Equity [Line Items]
Cumulative redeemable preferred shares liquidation value	$ 500
Redemption date restrictions for depositary shares	Aug. 01, 2017
Class K Depositary Share [Member]
Schedule Of Equity [Line Items]
Cumulative redeemable preferred shares liquidation value	$ 500
Redemption date restrictions for depositary shares	Apr. 09, 2018
Class A Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class B Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class C Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class D Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class E Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class F Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class G Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class H Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class I Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Class J Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Cumulative redeemable preferred shares liquidation value	$ 500	$ 500
Preferred Shares, without par value	750,000	750,000
Class K Cumulative Redeemable Preferred Shares [Member]
Schedule Of Equity [Line Items]
Cumulative redeemable preferred shares liquidation value	$ 500	$ 500
Preferred Shares, without par value	750,000	750,000
Non-Cumulative Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	750,000
Cumulative Voting Preferred Shares [Member]
Schedule Of Equity [Line Items]
Preferred Shares, without par value	2,000,000

XML

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Preferred Shares Outstanding (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Preferred Shares Outstanding [Line Items]
Cumulative redeemable preferred shares	$ 350,000	$ 350,000
Class J Cumulative Redeemable Preferred Shares [Member]
Preferred Shares Outstanding [Line Items]
Cumulative redeemable preferred shares	200,000	200,000
Class K Cumulative Redeemable Preferred Shares [Member]
Preferred Shares Outstanding [Line Items]
Cumulative redeemable preferred shares	$ 150,000	$ 150,000

XML

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Preferred Shares Outstanding (Parenthetical) (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Class J Cumulative Redeemable Preferred Shares [Member]
Preferred Shares Outstanding [Line Items]
Preferred equity fixed dividend rate per annum	6.50%	6.50%
Cumulative redeemable preferred shares liquidation value	$ 500	$ 500
Cumulative redeemable preferred shares authorized	750,000	750,000
Cumulative redeemable preferred shares issued	400,000	400,000
Cumulative redeemable preferred shares outstanding	400,000	400,000
Class K Cumulative Redeemable Preferred Shares [Member]
Preferred Shares Outstanding [Line Items]
Preferred equity fixed dividend rate per annum	6.25%	6.25%
Cumulative redeemable preferred shares liquidation value	$ 500	$ 500
Cumulative redeemable preferred shares authorized	750,000	750,000
Cumulative redeemable preferred shares issued	300,000	300,000
Cumulative redeemable preferred shares outstanding	300,000	300,000

XML

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Common Share Dividends Declared (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Common share dividends declared per share	$ 0.76	$ 0.69	$ 0.62

XML

Other Comprehensive Loss - Changes in Accumulated OCI by Component (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ 3,455,185
Other comprehensive income (loss) before reclassifications	1,403	$ (104)	$ 8,330
Change in cash flow hedges reclassed to earnings	688	1,173	472
Reclassification adjustment of foreign currency translation			21,755
Reclassification adjustment for realized gains on available-for-sale securities	0	0	(1,416)
Net current-period other comprehensive income (loss)	2,091	1,069	29,141
Ending Balance	3,237,515	3,455,185
Gains and Losses on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(6,109)	(8,485)	(7,912)
Other comprehensive income (loss) before reclassifications	1,491	1,203	(1,045)
Change in cash flow hedges reclassed to earnings	688	1,173	472
Reclassification adjustment of foreign currency translation			0
Reclassification adjustment for realized gains on available-for-sale securities			0
Net current-period other comprehensive income (loss)	2,179	2,376	(573)
Ending Balance	(3,930)	(6,109)	(8,485)
Foreign Currency Items [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(174)	1,133	(30,624)
Other comprehensive income (loss) before reclassifications	(88)	(1,307)	10,002
Change in cash flow hedges reclassed to earnings	0	0	0
Reclassification adjustment of foreign currency translation			21,755
Reclassification adjustment for realized gains on available-for-sale securities			0
Net current-period other comprehensive income (loss)	(88)	(1,307)	31,757
Ending Balance	(262)	(174)	1,133
Net Unrealized Gains (Losses) on Marketable Securities [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	0	0	2,043
Other comprehensive income (loss) before reclassifications	0	0	(627)
Change in cash flow hedges reclassed to earnings	0	0	0
Reclassification adjustment of foreign currency translation			0
Reclassification adjustment for realized gains on available-for-sale securities			(1,416)
Net current-period other comprehensive income (loss)	0	0	(2,043)
Ending Balance	0	0	0
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(6,283)	(7,352)	(36,493)
Reclassification adjustment of foreign currency translation	0	0	21,800
Ending Balance	$ (4,192)	$ (6,283)	$ (7,352)

XML

Other Comprehensive Loss - Changes in Accumulated OCI by Component (Parenthetical) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Change in cash flow hedges reclassed to earnings	$ (688)	$ (1,173)	$ (472)
Reclassification adjustment of foreign currency translation			21,755
Sonae Sierra Brazil [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Reclassification adjustment of foreign currency translation			19,700
Other Income (Expense), Net [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Change in cash flow hedges reclassed to earnings		600
Interest Expense [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Change in cash flow hedges reclassed to earnings	800	700	600
Equity in Net Income of Joint Ventures [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Change in cash flow hedges reclassed to earnings	$ 100	$ 100	100
Foreign Currency [Member] | Russia and Canada [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Reclassification adjustment of foreign currency translation			$ 2,100

XML

Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges on Assets or Investments (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Impairment Charges And Impairment Of Joint Venture Investments [Abstract]
Assets marketed for sale or assets sold	$ 110,900	$ 179,700	$ 10,600
Total continuing operations	110,906	279,021	29,175
Sold assets – discontinued operations	0	0	8,877
Impairment of joint venture investments	0	1,909	30,652
Total impairment charges	110,900	280,900	68,800
Undeveloped Land [Member]
Impairment Charges And Impairment Of Joint Venture Investments [Abstract]
Undeveloped land previously held for development	$ 0	$ 99,300	$ 18,600

XML

Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges on Assets or Investments (Parenthetical) (Detail) - ShoppingCenter	Dec. 31, 2016	Dec. 31, 2015
Operating Shopping Centers [Member]
Schedule Of Investments [Line Items]
Number of properties	20	25

XML

Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of joint venture investments	$ 0	$ 1,909	$ 30,652
Fair Value Measurements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unconsolidated joint venture investments, Fair Value Measurements		0	6,400
Long-lived assets held and used/held for sale, Fair Value Measurements	438,200	407,100	141,200
Long-lived assets held and used/held for sale, Total Losses	110,900	279,000	38,100
Impairment of joint venture investments		1,900	30,700
Fair Value Measurements [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used/held for sale, Fair Value Measurements	0	0	0
Unconsolidated joint venture investments, Fair Value Measurements		0	0
Fair Value Measurements [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used/held for sale, Fair Value Measurements	0	0	0
Unconsolidated joint venture investments, Fair Value Measurements		0	0
Fair Value Measurements [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used/held for sale, Fair Value Measurements	$ 438,200	407,100	141,200
Unconsolidated joint venture investments, Fair Value Measurements		$ 0	$ 6,400

XML

Impairment Charges and Impairment of Joint Venture Investments - Summary of Significant Unobservable Inputs (Detail) - Fair Value Measurements [Member] $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) $ / ft²	Dec. 31, 2015 USD ($) $ / ft²	Dec. 31, 2014 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 438.2	$ 407.1	$ 141.2
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Income Capitalization/Sales Comparison Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 398.2	$ 287.6
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Income Capitalization/Sales Comparison Approach [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range	7.00%	8.00%
Price per Square Foot, Range | $ / ft²	15.00	10.00
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Income Capitalization/Sales Comparison Approach [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range	10.00%	9.00%
Price per Square Foot, Range | $ / ft²	31.00	40.00
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range	10.00%	10.00%
Range	10.00%	8.00%
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range	11.00%	14.00%
Range	12.00%	10.00%
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Indicative Bid/Contracted Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 13.4	$ 33.8
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Indicative Bid [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	26.6	51.5
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Indicative Bid/Sales Comparison Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 0.0	$ 34.2

XML

Disposition of Real Estate and Real Estate Investments and Discontinued Operations - Additional Information (Detail) - Property	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Discontinued Operations And Disposal Groups [Abstract]
Number of properties sold	33	29
Number of properties sold under discontinued operations			35

XML

Disposition of Real Estate and Real Estate Investments and Discontinued Operations - Operating Results Related to Assets Sold (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Discontinued Operations And Disposal Groups [Abstract]
Revenues			$ 39,537
Expenses
Operating expenses			11,070
Impairment charges	$ 0	$ 0	8,877
Interest, net			9,947
Depreciation and amortization			16,254
Total expenses, discontinued operations			46,148
Loss from discontinued operations			(6,611)
Gain on disposition of real estate			96,009
Income from discontinued operations	$ 0	$ 0	$ 89,398

XML

Transactions with Related Parties - Additional Information (Detail) $ in Millions	Apr. 28, 2014 USD ($) BoardMember	Dec. 31, 2016
Related Party Transaction [Line Items]
Percentage of ownership interest transferred		25.00%
Number of board members to be nominated by investor | BoardMember	2
SSB [Member]
Related Party Transaction [Line Items]
Percentage of ownership interest transferred	50.00%
Proceeds from sale of unconsolidated joint venture assets | $	$ 343.6

XML

Stock-Based Compensation Plans and Employee Benefits - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Class Of Stock [Line Items]
Share-based payments award, number of shares available for grant	5.8
2016 VSEP [Member]
Class Of Stock [Line Items]
Vesting period	7 years
Compensation fully earned and vested description	Awards under the 2016 VSEP, if earned, may result in the granting of common shares of the Company and time-vested RSUs to participants on future measurement dates based on a performance period beginning on February 9, 2016 and ending on December 31, 2018 (the “Performance Period”). As a result, in general, the total compensation available to participants under the 2016 VSEP, if any, will be fully earned only after approximately seven years (the Performance Period and the final four-year, time-based vesting period for RSUs).
Settlement percentage of common shares	20.00%
Settlement percentage of restricted stock units	80.00%
Expected lapse percentage	20.00%
Minimum [Member] | 2016 VSEP [Member]
Class Of Stock [Line Items]
Share price for vesting	$ 17.41
Maximum [Member] | 2016 VSEP [Member]
Class Of Stock [Line Items]
Share price for vesting	$ 25.35
Stock options [Member]
Class Of Stock [Line Items]
Contractual term of stock options, Maximum	10 years
Vesting period	3 years
Portion of increments granted for stock options	one-third
Term of increment grant	one year after the date of grant.
Total unrecognized compensation cost granted	$ 0.8
Term of recognition of unrecognized stock option compensation cost	1 year 7 months 6 days
RSUs [Member]
Class Of Stock [Line Items]
Restricted common shares	0.5
Restricted Stock [Member]
Class Of Stock [Line Items]
Vesting period	4 years
Total unrecognized compensation cost granted	$ 10.9
Term of recognition of unrecognized stock option compensation cost	2 years 6 months
Restricted common shares		0.2	0.3
Weighted-average fair value of the restricted stock	$ 16.31
Common shares issued	0.1	0.1	0.1
Restricted Stock [Member] | Minimum [Member]
Class Of Stock [Line Items]
Weighted-average fair value of the restricted stock	$ 12.17
Restricted Stock [Member] | Maximum [Member]
Class Of Stock [Line Items]
Weighted-average fair value of the restricted stock	$ 19.26
Time-based Vesting [Member] | 2016 VSEP [Member]
Class Of Stock [Line Items]
Vesting period	4 years
Performance Awards [Member] | 2016 VSEP [Member]
Class Of Stock [Line Items]
Aggregate percentage of performance awards	1.4909%

XML

Stock-Based Compensation Plans and Employee Benefits - Summary of Fair Values for Stock-based Awards Granted Using Black-Scholes Option Pricing Model (Detail) - Black-Scholes Option Pricing Model [Member] - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of grants	$ 1.61	$ 2.35	$ 2.43
Risk-free interest rate (range) - Based upon the U.S. Treasury Strip with a maturity date that approximates the expected term of the award, minimum	1.10%	1.40%	1.20%
Risk-free interest rate (range) - Based upon the U.S. Treasury Strip with a maturity date that approximates the expected term of the award, maximum	1.50%	1.60%	1.40%
Expected volatility (range) - Derived by using a 50/50 blend of implied and historical changes in the Company's historical stock prices over a time frame consistent with the expected life of the award, minimum	20.60%	21.50%	24.70%
Expected volatility (range) - Derived by using a 50/50 blend of implied and historical changes in the Company's historical stock prices over a time frame consistent with the expected life of the award, maximum	22.50%	23.40%	28.50%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield (range) – Forecasted dividend yield based on the expected life	4.50%	4.10%	4.50%
Expected life (range) – Derived by referring to actual exercise experience	4 years	4 years	4 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield (range) – Forecasted dividend yield based on the expected life	5.20%	4.30%	4.60%
Expected life (range) – Derived by referring to actual exercise experience	5 years	5 years	5 years

XML

Stock-Based Compensation Plans and Employee Benefits - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Options Outstanding, Beginning Balance	2,812	2,961	2,661
Number of Options, Granted	633	557	774
Number of Options, Exercised	(855)	(234)	(154)
Number of Options, Forfeited	(784)	(472)	(320)
Number of Options Outstanding, Ending Balance	1,806	2,812	2,961
Number of Options exercisable	1,038	1,760	1,922
Weighted Average Exercise Price, Beginning balance	$ 20.29	$ 22.48	$ 24.77
Weighted Average Exercise Price, Granted	16.74	19.26	16.61
Weighted Average Exercise Price, Exercised	11.62	12.85	10.02
Weighted Average Exercise Price, Forfeited	29.46	36.51	33.40
Weighted Average Exercise Price, Ending balance	19.16	20.29	22.48
Weighted Average Exercise Price, Options exercisable	$ 20.49	$ 21.69	$ 25.75
Weighted-Average Remaining Contractual Term (Years), Ending Balance	6 years 1 month 6 days
Weighted-Average Remaining Contractual Term (Years), Options exercisable	4 years 6 months	4 years 2 months 12 days	4 years
Aggregate Intrinsic Value, Ending balance	$ 1,608
Aggregate Intrinsic Value, Options exercisable	$ 1,608	$ 6,764	$ 9,077

XML

Stock-Based Compensation Plans and Employee Benefits - Summary of Characteristics of Options Outstanding (Detail) shares in Thousands	12 Months Ended
	Dec. 31, 2016 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding at 12/31/16 | shares	1,806
Weighted-Average Remaining Contractual Life (Years)	6 years 1 month 6 days
Weighted-Average Exercise Price - Options Outstanding	$ 19.16
Exercisable at 12/31/16 | shares	1,038
Weighted-Average Exercise Price - Options Exercisable	$ 20.49
0.00 - 12.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	0.00
Exercise Price Range, Upper Limit	$ 12.00
Outstanding at 12/31/16 | shares	175
Weighted-Average Remaining Contractual Life (Years)	2 years 4 months 24 days
Weighted-Average Exercise Price - Options Outstanding	$ 7.49
Exercisable at 12/31/16 | shares	175
Weighted-Average Exercise Price - Options Exercisable	$ 7.49
12.01 - 16.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	12.01
Exercise Price Range, Upper Limit	$ 16.00
Outstanding at 12/31/16 | shares	177
Weighted-Average Remaining Contractual Life (Years)	4 years 8 months 12 days
Weighted-Average Exercise Price - Options Outstanding	$ 13.88
Exercisable at 12/31/16 | shares	177
Weighted-Average Exercise Price - Options Exercisable	$ 13.88
16.01 - 21.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	16.01
Exercise Price Range, Upper Limit	$ 21.00
Outstanding at 12/31/16 | shares	1,261
Weighted-Average Remaining Contractual Life (Years)	7 years 7 months 6 days
Weighted-Average Exercise Price - Options Outstanding	$ 17.36
Exercisable at 12/31/16 | shares	493
Weighted-Average Exercise Price - Options Exercisable	$ 17.35
21.01 - 66.75 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	21.01
Exercise Price Range, Upper Limit	$ 66.75
Outstanding at 12/31/16 | shares	193
Weighted-Average Remaining Contractual Life (Years)	9 months 18 days
Weighted-Average Exercise Price - Options Outstanding	$ 46.38
Exercisable at 12/31/16 | shares	193
Weighted-Average Exercise Price - Options Exercisable	$ 46.38

XML

Stock-Based Compensation Plans and Employee Benefits - Activities for Unvested Stock Option Awards (Detail) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Granted	633	557	774
Number of Options, Forfeited	(784)	(472)	(320)
Weighted Average Exercise Price, Beginning balance	$ 20.29	$ 22.48	$ 24.77
Weighted Average Exercise Price, Ending balance	$ 19.16	$ 20.29	$ 22.48
Unvested stock option awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning Balance	1,052
Number of Options, Granted	633
Number of options, Vested	(460)
Number of Options, Forfeited	(457)
Number of Options Outstanding, Ending Balance	768	1,052
Weighted Average Exercise Price, Beginning balance	$ 2.64
Weighted-Average Grant-Date Fair Value, Granted	1.61
Weighted-Average Grant-Date Fair Value, Vested	2.93
Weighted-Average Grant-Date Fair Value, Forfeited	2.06
Weighted Average Exercise Price, Ending balance	$ 1.97	$ 2.64

XML

Stock-Based Compensation Plans and Employee Benefits - Summary of Activity of Employee Stock Option Exercises (Detail) - Stock options [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash received for exercise price	$ 9.9	$ 2.5	$ 1.5
Intrinsic value	$ 6.0	$ 1.2	$ 1.1

XML

Stock-Based Compensation Plans and Employee Benefits - Summary of Fair Value of Value Sharing Equity Program Grants (Detail) - 2016 VSEP [Member]	12 Months Ended
	Dec. 31, 2016
Fair Value Inputs Equity Quantitative Information [Line Items]
Risk-free interest rate	0.80%
Weighted-average dividend yield	5.00%
Expected life	3 years
Expected volatility, minimum	17.00%
Expected volatility, maximum	19.00%

XML

Stock-Based Compensation Plans and Employee Benefits - Activities for Unvested Restricted Stock Awards (Detail) - Restricted Stock [Member] shares in Thousands	12 Months Ended
	Dec. 31, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards unvested, beginning balance | shares	742
Number of awards, Granted | shares	462
Number of awards, Vested | shares	(459)
Number of awards, Forfeited | shares	(286)
Number of awards unvested, ending balance | shares	459
Weighted-Average Grant Date Fair Value unvested, beginning balance | $ / shares	$ 17.03
Weighted-Average Grant Date Fair Value, Granted | $ / shares	16.31
Weighted-Average Grant Date Fair Value, Vested | $ / shares	16.35
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares	17.40
Weighted-Average Grant Date Fair Value unvested, ending balance | $ / shares	$ 16.74

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Earnings Per Share - Computation of Company's Earnings Per Share (EPS) and Reconciliation of Net (Loss) Income from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Continuing Operations:
(Loss) income from continuing operations									$ (12,187)	$ (237,881)	$ 21,107
Plus: Gain on disposition of real estate									73,386	167,571	3,060
Plus: (Income) loss attributable to non-controlling interests									(1,187)	(1,858)	2,356
Less: Write-off of preferred share original issuance costs									0	0	(1,943)
Less: Preferred dividends									(22,375)	(22,375)	(24,054)
Less: Earnings attributable to unvested shares and OP Units									(786)	(1,286)	(1,684)
Income (loss) from continuing operations									36,851	(95,829)	(1,158)
Discontinued operations:
Income from discontinued operations									0	0	89,398
Plus: Loss attributable to non-controlling interests									0	0	1,361
Net income (loss) attributable to common shareholders after allocation to participating securities									$ 36,851	$ (95,829)	$ 89,601
Denominators – Number of Shares
Basic—Average shares outstanding	365,965	365,508	364,976	364,691	362,734	361,107	360,073	359,818	365,294	360,946	358,122
Effect of dilutive securities—Stock options									267	0	0
Diluted—Average shares outstanding	366,075	365,508	365,318	365,042	365,197	363,571	364,147	359,818	365,561	360,946	358,122
Basic Earnings Per Share:
Income (loss) from continuing operations attributable to common shareholders									$ 0.10	$ (0.27)	$ 0.00
Income from discontinued operations attributable to common shareholders									0	0	0.25
Net income (loss) attributable to common shareholders	$ 0.08	$ (0.18)	$ 0.10	$ 0.11	$ 0.24	$ 0.15	$ 0.03	$ (0.69)	0.10	(0.27)	0.25
Diluted Earnings Per Share:
Income (loss) from continuing operations attributable to common shareholders									0.10	(0.27)	0.00
Income from discontinued operations attributable to common shareholders									0	0	0.25
Net income (loss) attributable to common shareholders	$ 0.08	$ (0.18)	$ 0.10	$ 0.11	$ 0.24	$ 0.15	$ 0.03	$ (0.69)	$ 0.10	$ (0.27)	$ 0.25

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Earnings Per Share - Additional Information (Detail) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common shares included in the computation of diluted EPS	1.8
Senior Convertible Notes Due 2040 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Senior convertible notes convertible to common shares price			$ 14.85
Restricted Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common shares not included in the computation of diluted EPS	0.5	0.7	1.2
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common shares not included in the computation of diluted EPS		2.8	3.0

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Income Taxes - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($) Assets	Dec. 31, 2014 USD ($)
Income Taxes [Line Items]
Percentage of distributed taxable income to qualify as a REIT	90.00%
Number of years the Company distributed sufficient taxable income in order to meet REIT distribution requirements	3 years
U.S. federal income taxes	$ 0	$ 0	$ 0
U.S. federal excise taxes	$ 0	0	0
Number of subsequent taxable years	4 years
Tax cost basis of assets	$ 9,800,000,000	10,600,000,000
Net payment	1,000,000	1,500,000	1,600,000
Tax expense	1,781,000	$ 6,286,000	$ 1,855,000
Puerto Rico [Member]
Income Taxes [Line Items]
Number of properties | Assets		14
Prepay of taxes		$ 20,200,000
Prepaid expenses	$ 16,200,000	16,800,000
Tax expense		$ 3,400,000
Effective tax rate spread		2.00%
Effective tax rate		12.00%	0.00%
Withholding tax rate		10.00%
Effective tax rate on capital gains		12.00%	29.00%

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Income Taxes - Summary of Combined Activity and Taxable Activity (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
TRS [Member]
Income Before Income Taxes [Line Items]
Book income (loss) before income taxes	$ 9,953	$ (1,446)	$ 12,104
Total expense	17	0	0
Puerto Rico [Member]
Income Before Income Taxes [Line Items]
Book income (loss) before income taxes	0	0	(11,040)
Total expense	0	0	0
Puerto Rico [Member] | TRS [Member]
Income Before Income Taxes [Line Items]
Current	17	0	0
Deferred	$ 0	$ 0	$ 0

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Income Taxes - Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Expense Benefit [Line Items]
Other	$ 2,625	$ 10,204	$ 14,745
Puerto Rico [Member]
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax income (loss)			(4,306)
Valuation allowance (decrease) increase			4,194
Other			112
Total expense	0	$ 0	$ 0
Effective tax rate		12.00%	0.00%
TRS [Member]
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax income (loss)	3,384	$ (492)	$ 4,115
Effect of state and local income taxes, net of federal tax benefit	498	(72)	605
Valuation allowance (decrease) increase	(4,039)	(1,169)	(6,144)
Other	174	1,733	1,424
Total expense	$ 17	$ 0	$ 0
Effective tax rate	0.17%	0.00%	0.00%

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Income Taxes - Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
TRS [Member]
Income Tax Expense Benefit [Line Items]
Corporate statutory rate	34.00%	34.00%	34.00%
Puerto Rico [Member]
Income Tax Expense Benefit [Line Items]
Corporate statutory rate			39.00%

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Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - TRS [Member] - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Income Tax Expense Benefit [Line Items]
Deferred tax assets	$ 61,742	$ 65,891
Deferred tax liabilities	(404)	(514)
Valuation allowance	(61,338)	(65,377)
Net deferred tax asset	$ 0	$ 0

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Income Taxes - Summary of Deferred Tax Assets and Liabilities (Parenthetical)(Detail) - TRS [Member] $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Income Tax Expense Benefit [Line Items]
Net operating loss carryforwards	$ 37.8
Expiry of net operating loss carryforwards	2022 through 2035

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Income Taxes - Reconciliation of GAAP Net Income (Loss) Attributable to Taxable Income (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
GAAP net income (loss) attributable to DDR	$ 33,741	$ (60,360)	$ 41,058	$ 45,573	$ 93,466	$ 59,555	$ 18,598	$ (243,787)	$ 60,012	$ (72,168)	$ 117,282
Plus: Book depreciation and amortization									376,493	385,696	341,391
Less: Tax depreciation and amortization									(224,766)	(228,882)	(210,850)
Book/tax differences on losses from capital transactions									(155,170)	(149,507)	(313,855)
Joint venture equity in earnings, net									(3,802)	8,491	97,323
Deferred income									(8,352)	(4,293)	(12,545)
Compensation expense									(5,237)	(18,879)	(6,103)
Impairment charges									110,906	280,930	68,703
Senior convertible notes – accretion adjustment									0	9,954	11,377
Senior convertible notes – repurchase premium									0	(52,390)	0
Puerto Rico tax prepayment									0	(16,812)	0
Miscellaneous book/tax differences, net									(2,625)	(10,204)	(14,745)
Taxable income before adjustments									147,459	131,936	77,978
Less: Capital gains									0	0	(48,015)
Taxable income subject to the 90% dividend requirement									$ 147,459	$ 131,936	$ 29,963

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Income Taxes - Reconciliation of GAAP Net Loss Attributable to Taxable Income (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Percentage of taxable income dividend rate	90.00%

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Income Taxes - Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Dividends paid	$ 293,031	$ 264,243	$ 239,294
Plus: Deemed dividends on convertible debt	0	14,159	12,026
Less: Dividends designated to prior year	(5,594)	(5,594)	(6,608)
Plus: Dividends designated from the following year	5,594	5,594	5,594
Less: Return of capital	(145,572)	(146,466)	(172,328)
Dividends paid deduction	$ 147,459	$ 131,936	$ 77,978

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Segment Information - Summary of Information about Company's Reportable Operating Segments (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total revenues	$ 240,261	$ 253,800	$ 257,321	$ 254,423	$ 254,788	$ 257,135	$ 257,323	$ 258,825	$ 1,005,805	$ 1,028,071	$ 985,675
Rental operation expenses									(277,084)	(293,693)	(281,107)
Net operating income (loss)									728,721	734,378	704,568
Impairment charges									(110,906)	(279,021)	(29,175)
Depreciation and amortization									(389,519)	(402,045)	(402,825)
Interest income									37,054	29,213	15,927
Other income (expense), net									3,322	(1,739)	(12,262)
Unallocated expenses									(295,471)	(321,395)	(323,459)
Equity in net income (loss) of joint ventures									15,699	(3,135)	10,989
Impairment of joint venture investments									0	(1,909)	(30,652)
(Loss) gain on sale and change in control of interests, net									(1,087)	7,772	87,996
(Loss) income from continuing operations									(12,187)	(237,881)	21,107
Total gross real estate assets	9,244,058				10,128,199				9,244,058	10,128,199	10,335,785
Notes receivable, net	49,503				42,534				49,503	42,534	56,245
Operating Segments [Member] | Shopping Center [Member]
Segment Reporting Information [Line Items]
Total revenues									1,005,761	1,027,934	985,479
Rental operation expenses									(276,866)	(293,578)	(281,005)
Net operating income (loss)									728,895	734,356	704,474
Impairment charges									(110,906)	(279,021)	(29,175)
Depreciation and amortization									(389,519)	(402,045)	(402,825)
Equity in net income (loss) of joint ventures									15,699	(3,135)	10,989
Impairment of joint venture investments										(1,909)	(30,652)
(Loss) gain on sale and change in control of interests, net									(1,087)	7,772	87,996
Total gross real estate assets	9,244,058				10,128,199				9,244,058	10,128,199	10,335,785
Operating Segments [Member] | Loan Investments [Member]
Segment Reporting Information [Line Items]
Total revenues									44	137	196
Rental operation expenses									(218)	(115)	(102)
Net operating income (loss)									(174)	22	94
Interest income									37,054	29,213	15,927
Other income (expense), net											(500)
Notes receivable, net	442,826				437,144				442,826	437,144	357,754
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Other income (expense), net									3,322	(1,739)	(11,762)
Unallocated expenses									(295,471)	(321,395)	(323,459)
Notes receivable, net	$ (393,323)				$ (394,610)				$ (393,323)	$ (394,610)	$ (301,509)

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Subsequent Events - Additional Information (Detail) $ in Millions	1 Months Ended
	Jan. 31, 2017 USD ($)
Chicago, IL [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Gross purchase Price	$ 81.0

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Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 240,261	$ 253,800	$ 257,321	$ 254,423	$ 254,788	$ 257,135	$ 257,323	$ 258,825	$ 1,005,805	$ 1,028,071	$ 985,675
Net income (loss) attributable to DDR	33,741	(60,360)	41,058	45,573	93,466	59,555	18,598	(243,787)	60,012	(72,168)	117,282
Net income (loss) attributable to common shareholders	$ 28,147	$ (65,954)	$ 35,464	$ 39,980	$ 87,872	$ 53,962	$ 13,004	$ (249,381)	$ 37,637	$ (94,543)	$ 91,285
Basic:
Net income (loss) per common share attributable to common shareholders	$ 0.08	$ (0.18)	$ 0.10	$ 0.11	$ 0.24	$ 0.15	$ 0.03	$ (0.69)	$ 0.10	$ (0.27)	$ 0.25
Weighted-average number of shares	365,965	365,508	364,976	364,691	362,734	361,107	360,073	359,818	365,294	360,946	358,122
Diluted:
Net income (loss) per common share attributable to common shareholders	$ 0.08	$ (0.18)	$ 0.10	$ 0.11	$ 0.24	$ 0.15	$ 0.03	$ (0.69)	$ 0.10	$ (0.27)	$ 0.25
Weighted-average number of shares	366,075	365,508	365,318	365,042	365,197	363,571	364,147	359,818	365,561	360,946	358,122

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Valuation and Qualifying Accounts and Reserves (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Allowance for uncollectible accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	$ 10,207	$ 26,389	$ 29,032
Charged to Expense	4,471	4,964	4,342
Deductions	2,568	21,146	6,985
Balance at End of Year	12,110	10,207	26,389
Valuation allowance for deferred tax assets [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	65,377	84,503	86,453
Charged to Expense	0	0	0
Deductions	4,039	19,126	1,950
Balance at End of Year	$ 61,338	$ 65,377	$ 84,503

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Valuation and Qualifying Accounts and Reserves (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2014 USD ($)
Valuation And Qualifying Accounts [Abstract]
Loan loss reserve	$ 0.5

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Real Estate and Accumulated Depreciation (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,988,521
Buildings & Improvements, Initial Cost	5,899,135
Improvements, Initial Cost	3,727
Land, Total Cost	2,045,413
Buildings & Improvements, Total Cost	7,198,645
Total Cost	9,244,058
Accumulated Depreciation	1,996,176
Total Cost, Net of Accumulated Depreciation	7,247,882
Encumbrances	978,732
The changes in Total Real Estate Assets for the three years ended December 31, 2016 are as follows:
Balance at beginning of year	10,128,199	$ 10,335,785	$ 10,211,611
Acquisitions	130,512	226,885	632,672
Developments, improvements and expansions	148,521	305,772	249,891
Adjustments of property carrying values	(109,912)	(279,021)	(38,052)
Disposals	(1,053,262)	(461,222)	(720,337)
Balance at end of year	9,244,058	10,128,199	10,335,785
The changes in Accumulated Depreciation and Amortization for the three years ended December 31, 2016 are as follows:
Balance at beginning of year	2,062,899	1,909,585	1,823,199
Depreciation for year	317,402	309,462	309,595
Disposals	(384,125)	(156,148)	(223,209)
Balance at end of year	1,996,176	$ 2,062,899	$ 1,909,585
Goodyear, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	11,859
Buildings & Improvements, Initial Cost	42,882
Improvements, Initial Cost	0
Land, Total Cost	11,859
Buildings & Improvements, Total Cost	42,882
Total Cost	54,741
Accumulated Depreciation	1,428
Total Cost, Net of Accumulated Depreciation	53,313
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2016
Phoenix, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 18,701
Buildings & Improvements, Initial Cost	18,811
Improvements, Initial Cost	118
Land, Total Cost	18,701
Buildings & Improvements, Total Cost	22,084
Total Cost	40,785
Accumulated Depreciation	7,190
Total Cost, Net of Accumulated Depreciation	33,595
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1999
Phoenix, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,352
Buildings & Improvements, Initial Cost	22,813
Improvements, Initial Cost	1,601
Land, Total Cost	15,352
Buildings & Improvements, Total Cost	27,766
Total Cost	43,118
Accumulated Depreciation	15,487
Total Cost, Net of Accumulated Depreciation	27,631
Encumbrances	$ 30,000
Date of Construction (C) Acquisition (A)	2003
Phoenix, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,090
Buildings & Improvements, Initial Cost	36,880
Improvements, Initial Cost	0
Land, Total Cost	15,090
Buildings & Improvements, Total Cost	39,036
Total Cost	54,126
Accumulated Depreciation	7,386
Total Cost, Net of Accumulated Depreciation	46,740
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Phoenix, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 34,201
Buildings & Improvements, Initial Cost	88,475
Improvements, Initial Cost	0
Land, Total Cost	34,201
Buildings & Improvements, Total Cost	102,210
Total Cost	136,411
Accumulated Depreciation	15,927
Total Cost, Net of Accumulated Depreciation	120,484
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Tucson, AZ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 19,298
Buildings & Improvements, Initial Cost	94,117
Improvements, Initial Cost	0
Land, Total Cost	19,088
Buildings & Improvements, Total Cost	97,151
Total Cost	116,239
Accumulated Depreciation	15,206
Total Cost, Net of Accumulated Depreciation	101,033
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Russellville, AR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 606
Buildings & Improvements, Initial Cost	13,391
Improvements, Initial Cost	0
Land, Total Cost	606
Buildings & Improvements, Total Cost	21,426
Total Cost	22,032
Accumulated Depreciation	12,090
Total Cost, Net of Accumulated Depreciation	9,942
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1994
Buena Park, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 27,269
Buildings & Improvements, Initial Cost	21,427
Improvements, Initial Cost	0
Land, Total Cost	27,269
Buildings & Improvements, Total Cost	21,957
Total Cost	49,226
Accumulated Depreciation	1,364
Total Cost, Net of Accumulated Depreciation	47,862
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2015
Fontana, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 23,861
Buildings & Improvements, Initial Cost	57,931
Improvements, Initial Cost	0
Land, Total Cost	23,861
Buildings & Improvements, Total Cost	58,762
Total Cost	82,623
Accumulated Depreciation	4,583
Total Cost, Net of Accumulated Depreciation	78,040
Encumbrances	$ 14,068
Date of Construction (C) Acquisition (A)	2014
Long Beach, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 0
Buildings & Improvements, Initial Cost	147,918
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	193,505
Total Cost	193,505
Accumulated Depreciation	60,980
Total Cost, Net of Accumulated Depreciation	132,525
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Oakland, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,361
Buildings & Improvements, Initial Cost	33,538
Improvements, Initial Cost	0
Land, Total Cost	4,361
Buildings & Improvements, Total Cost	33,538
Total Cost	37,899
Accumulated Depreciation	4,174
Total Cost, Net of Accumulated Depreciation	33,725
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Roseville, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 23,574
Buildings & Improvements, Initial Cost	67,031
Improvements, Initial Cost	0
Land, Total Cost	23,574
Buildings & Improvements, Total Cost	67,658
Total Cost	91,232
Accumulated Depreciation	5,920
Total Cost, Net of Accumulated Depreciation	85,312
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
San Francisco, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,464
Buildings & Improvements, Initial Cost	25,730
Improvements, Initial Cost	0
Land, Total Cost	10,464
Buildings & Improvements, Total Cost	26,031
Total Cost	36,495
Accumulated Depreciation	10,271
Total Cost, Net of Accumulated Depreciation	26,224
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2002
Valencia, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 0
Buildings & Improvements, Initial Cost	15,784
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	18,015
Total Cost	18,015
Accumulated Depreciation	14,304
Total Cost, Net of Accumulated Depreciation	3,711
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2006
Vista, CA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 12,677
Buildings & Improvements, Initial Cost	47,145
Improvements, Initial Cost	0
Land, Total Cost	12,677
Buildings & Improvements, Total Cost	48,712
Total Cost	61,389
Accumulated Depreciation	3,671
Total Cost, Net of Accumulated Depreciation	57,718
Encumbrances	$ 33,200
Date of Construction (C) Acquisition (A)	2014
Aurora, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,816
Buildings & Improvements, Initial Cost	20,798
Improvements, Initial Cost	0
Land, Total Cost	4,816
Buildings & Improvements, Total Cost	22,021
Total Cost	26,837
Accumulated Depreciation	2,471
Total Cost, Net of Accumulated Depreciation	24,366
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Centennial, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,833
Buildings & Improvements, Initial Cost	35,550
Improvements, Initial Cost	0
Land, Total Cost	8,082
Buildings & Improvements, Total Cost	65,592
Total Cost	73,674
Accumulated Depreciation	35,164
Total Cost, Net of Accumulated Depreciation	38,510
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1997
Colorado Springs, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,001
Buildings & Improvements, Initial Cost	47,671
Improvements, Initial Cost	0
Land, Total Cost	9,001
Buildings & Improvements, Total Cost	54,894
Total Cost	63,895
Accumulated Depreciation	7,203
Total Cost, Net of Accumulated Depreciation	56,692
Encumbrances	$ 19,368
Date of Construction (C) Acquisition (A)	2011
Denver, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,141
Buildings & Improvements, Initial Cost	3,593
Improvements, Initial Cost	0
Land, Total Cost	1,141
Buildings & Improvements, Total Cost	6,534
Total Cost	7,675
Accumulated Depreciation	2,583
Total Cost, Net of Accumulated Depreciation	5,092
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2001
Denver, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 20,733
Buildings & Improvements, Initial Cost	22,818
Improvements, Initial Cost	0
Land, Total Cost	20,804
Buildings & Improvements, Total Cost	29,285
Total Cost	50,089
Accumulated Depreciation	12,142
Total Cost, Net of Accumulated Depreciation	37,947
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Parker, CO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,632
Buildings & Improvements, Initial Cost	38,256
Improvements, Initial Cost	0
Land, Total Cost	4,632
Buildings & Improvements, Total Cost	39,485
Total Cost	44,117
Accumulated Depreciation	4,313
Total Cost, Net of Accumulated Depreciation	39,804
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Guilford, CT [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,588
Buildings & Improvements, Initial Cost	41,892
Improvements, Initial Cost	0
Land, Total Cost	6,209
Buildings & Improvements, Total Cost	60,174
Total Cost	66,383
Accumulated Depreciation	1,848
Total Cost, Net of Accumulated Depreciation	64,535
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2015
Plainville, CT [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 17,528
Buildings & Improvements, Initial Cost	59,777
Improvements, Initial Cost	0
Land, Total Cost	17,528
Buildings & Improvements, Total Cost	67,176
Total Cost	84,704
Accumulated Depreciation	7,875
Total Cost, Net of Accumulated Depreciation	76,829
Encumbrances	$ 45,610
Date of Construction (C) Acquisition (A)	2013
Windsor Court, CT [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,090
Buildings & Improvements, Initial Cost	11,745
Improvements, Initial Cost	0
Land, Total Cost	6,090
Buildings & Improvements, Total Cost	12,263
Total Cost	18,353
Accumulated Depreciation	3,851
Total Cost, Net of Accumulated Depreciation	14,502
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Bradenton, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,766
Buildings & Improvements, Initial Cost	31,203
Improvements, Initial Cost	0
Land, Total Cost	8,880
Buildings & Improvements, Total Cost	34,495
Total Cost	43,375
Accumulated Depreciation	10,874
Total Cost, Net of Accumulated Depreciation	32,501
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Brandon, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 0
Buildings & Improvements, Initial Cost	4,111
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	7,512
Total Cost	7,512
Accumulated Depreciation	5,474
Total Cost, Net of Accumulated Depreciation	2,038
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1972
Brandon, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,713
Buildings & Improvements, Initial Cost	26,802
Improvements, Initial Cost	0
Land, Total Cost	7,713
Buildings & Improvements, Total Cost	32,433
Total Cost	40,146
Accumulated Depreciation	5,577
Total Cost, Net of Accumulated Depreciation	34,569
Encumbrances	$ 9,014
Date of Construction (C) Acquisition (A)	2009
Homestead, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 23,390
Buildings & Improvements, Initial Cost	59,639
Improvements, Initial Cost	0
Land, Total Cost	29,409
Buildings & Improvements, Total Cost	62,960
Total Cost	92,369
Accumulated Depreciation	13,848
Total Cost, Net of Accumulated Depreciation	78,521
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2008
Miami, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 11,626
Buildings & Improvements, Initial Cost	30,457
Improvements, Initial Cost	0
Land, Total Cost	34,943
Buildings & Improvements, Total Cost	118,513
Total Cost	153,456
Accumulated Depreciation	33,759
Total Cost, Net of Accumulated Depreciation	119,697
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2006
Naples, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,172
Buildings & Improvements, Initial Cost	39,342
Improvements, Initial Cost	0
Land, Total Cost	10,172
Buildings & Improvements, Total Cost	39,630
Total Cost	49,802
Accumulated Depreciation	4,468
Total Cost, Net of Accumulated Depreciation	45,334
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Orlando, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,169
Buildings & Improvements, Initial Cost	23,473
Improvements, Initial Cost	0
Land, Total Cost	9,169
Buildings & Improvements, Total Cost	23,591
Total Cost	32,760
Accumulated Depreciation	1,471
Total Cost, Net of Accumulated Depreciation	31,289
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2015
Orlando, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 23,082
Buildings & Improvements, Initial Cost	44,360
Improvements, Initial Cost	0
Land, Total Cost	23,082
Buildings & Improvements, Total Cost	44,376
Total Cost	67,458
Accumulated Depreciation	1,620
Total Cost, Net of Accumulated Depreciation	65,838
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2015
Orlando, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,528
Buildings & Improvements, Initial Cost	56,684
Improvements, Initial Cost	0
Land, Total Cost	8,528
Buildings & Improvements, Total Cost	56,684
Total Cost	65,212
Accumulated Depreciation	1,330
Total Cost, Net of Accumulated Depreciation	63,882
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2016
Palm Harbor, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,137
Buildings & Improvements, Initial Cost	4,089
Improvements, Initial Cost	0
Land, Total Cost	1,137
Buildings & Improvements, Total Cost	5,060
Total Cost	6,197
Accumulated Depreciation	3,327
Total Cost, Net of Accumulated Depreciation	2,870
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1995
Plant City, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,304
Buildings & Improvements, Initial Cost	24,875
Improvements, Initial Cost	0
Land, Total Cost	4,304
Buildings & Improvements, Total Cost	30,198
Total Cost	34,502
Accumulated Depreciation	3,859
Total Cost, Net of Accumulated Depreciation	30,643
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Plantation, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 21,729
Buildings & Improvements, Initial Cost	37,331
Improvements, Initial Cost	0
Land, Total Cost	22,112
Buildings & Improvements, Total Cost	96,427
Total Cost	118,539
Accumulated Depreciation	32,717
Total Cost, Net of Accumulated Depreciation	85,822
Encumbrances	$ 44,212
Date of Construction (C) Acquisition (A)	2007
Spring Hill, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,084
Buildings & Improvements, Initial Cost	4,816
Improvements, Initial Cost	266
Land, Total Cost	2,096
Buildings & Improvements, Total Cost	12,467
Total Cost	14,563
Accumulated Depreciation	8,629
Total Cost, Net of Accumulated Depreciation	5,934
Encumbrances	$ 1,634
Date of Construction (C) Acquisition (A)	1988
Tallahassee, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,881
Buildings & Improvements, Initial Cost	2,956
Improvements, Initial Cost	0
Land, Total Cost	1,311
Buildings & Improvements, Total Cost	5,799
Total Cost	7,110
Accumulated Depreciation	2,813
Total Cost, Net of Accumulated Depreciation	4,297
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Tampa, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,699
Buildings & Improvements, Initial Cost	3,338
Improvements, Initial Cost	0
Land, Total Cost	1,429
Buildings & Improvements, Total Cost	3,018
Total Cost	4,447
Accumulated Depreciation	1,062
Total Cost, Net of Accumulated Depreciation	3,385
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Tampa, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,124
Buildings & Improvements, Initial Cost	20,082
Improvements, Initial Cost	0
Land, Total Cost	4,124
Buildings & Improvements, Total Cost	21,705
Total Cost	25,829
Accumulated Depreciation	3,026
Total Cost, Net of Accumulated Depreciation	22,803
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Tarpon Springs, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 146
Buildings & Improvements, Initial Cost	7,382
Improvements, Initial Cost	81
Land, Total Cost	146
Buildings & Improvements, Total Cost	9,979
Total Cost	10,125
Accumulated Depreciation	7,701
Total Cost, Net of Accumulated Depreciation	2,424
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1974
Tequesta, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,108
Buildings & Improvements, Initial Cost	7,400
Improvements, Initial Cost	0
Land, Total Cost	1,690
Buildings & Improvements, Total Cost	12,485
Total Cost	14,175
Accumulated Depreciation	3,618
Total Cost, Net of Accumulated Depreciation	10,557
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Valrico, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,282
Buildings & Improvements, Initial Cost	12,190
Improvements, Initial Cost	0
Land, Total Cost	2,466
Buildings & Improvements, Total Cost	16,377
Total Cost	18,843
Accumulated Depreciation	5,490
Total Cost, Net of Accumulated Depreciation	13,353
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Winter Garden, FL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 38,945
Buildings & Improvements, Initial Cost	130,382
Improvements, Initial Cost	0
Land, Total Cost	38,945
Buildings & Improvements, Total Cost	133,492
Total Cost	172,437
Accumulated Depreciation	16,450
Total Cost, Net of Accumulated Depreciation	155,987
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Atlanta, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 14,078
Buildings & Improvements, Initial Cost	41,050
Improvements, Initial Cost	0
Land, Total Cost	14,078
Buildings & Improvements, Total Cost	43,879
Total Cost	57,957
Accumulated Depreciation	9,904
Total Cost, Net of Accumulated Depreciation	48,053
Encumbrances	$ 41,799
Date of Construction (C) Acquisition (A)	2009
Cumming, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 14,249
Buildings & Improvements, Initial Cost	23,653
Improvements, Initial Cost	0
Land, Total Cost	14,249
Buildings & Improvements, Total Cost	25,804
Total Cost	40,053
Accumulated Depreciation	11,843
Total Cost, Net of Accumulated Depreciation	28,210
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Cumming, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,851
Buildings & Improvements, Initial Cost	49,659
Improvements, Initial Cost	0
Land, Total Cost	6,851
Buildings & Improvements, Total Cost	49,848
Total Cost	56,699
Accumulated Depreciation	6,600
Total Cost, Net of Accumulated Depreciation	50,099
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Douglasville, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,812
Buildings & Improvements, Initial Cost	24,645
Improvements, Initial Cost	0
Land, Total Cost	6,812
Buildings & Improvements, Total Cost	25,571
Total Cost	32,383
Accumulated Depreciation	3,260
Total Cost, Net of Accumulated Depreciation	29,123
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Lithonia, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,477
Buildings & Improvements, Initial Cost	3,476
Improvements, Initial Cost	0
Land, Total Cost	1,612
Buildings & Improvements, Total Cost	2,506
Total Cost	4,118
Accumulated Depreciation	404
Total Cost, Net of Accumulated Depreciation	3,714
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Lithonia, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,546
Buildings & Improvements, Initial Cost	5,951
Improvements, Initial Cost	0
Land, Total Cost	2,214
Buildings & Improvements, Total Cost	3,291
Total Cost	5,505
Accumulated Depreciation	742
Total Cost, Net of Accumulated Depreciation	4,763
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Marietta, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,425
Buildings & Improvements, Initial Cost	27,737
Improvements, Initial Cost	0
Land, Total Cost	8,380
Buildings & Improvements, Total Cost	29,112
Total Cost	37,492
Accumulated Depreciation	7,045
Total Cost, Net of Accumulated Depreciation	30,447
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2009
Newnan, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,858
Buildings & Improvements, Initial Cost	15,248
Improvements, Initial Cost	0
Land, Total Cost	2,651
Buildings & Improvements, Total Cost	15,885
Total Cost	18,536
Accumulated Depreciation	5,734
Total Cost, Net of Accumulated Depreciation	12,802
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Roswell, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,566
Buildings & Improvements, Initial Cost	15,005
Improvements, Initial Cost	0
Land, Total Cost	7,894
Buildings & Improvements, Total Cost	25,955
Total Cost	33,849
Accumulated Depreciation	9,840
Total Cost, Net of Accumulated Depreciation	24,009
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Snellville, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,185
Buildings & Improvements, Initial Cost	51,815
Improvements, Initial Cost	0
Land, Total Cost	10,342
Buildings & Improvements, Total Cost	57,052
Total Cost	67,394
Accumulated Depreciation	18,440
Total Cost, Net of Accumulated Depreciation	48,954
Encumbrances	$ 20,430
Date of Construction (C) Acquisition (A)	2007
Suwanee, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 13,479
Buildings & Improvements, Initial Cost	23,923
Improvements, Initial Cost	0
Land, Total Cost	13,335
Buildings & Improvements, Total Cost	32,931
Total Cost	46,266
Accumulated Depreciation	14,340
Total Cost, Net of Accumulated Depreciation	31,926
Encumbrances	$ 23,528
Date of Construction (C) Acquisition (A)	2003
Warner Robins, GA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,729
Buildings & Improvements, Initial Cost	7,459
Improvements, Initial Cost	0
Land, Total Cost	5,729
Buildings & Improvements, Total Cost	8,143
Total Cost	13,872
Accumulated Depreciation	3,814
Total Cost, Net of Accumulated Depreciation	10,058
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Meridian, ID [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 24,591
Buildings & Improvements, Initial Cost	31,779
Improvements, Initial Cost	0
Land, Total Cost	24,841
Buildings & Improvements, Total Cost	66,975
Total Cost	91,816
Accumulated Depreciation	28,263
Total Cost, Net of Accumulated Depreciation	63,553
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2001
Nampa, ID [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,395
Buildings & Improvements, Initial Cost	8,563
Improvements, Initial Cost	0
Land, Total Cost	8,426
Buildings & Improvements, Total Cost	24,241
Total Cost	32,667
Accumulated Depreciation	18,078
Total Cost, Net of Accumulated Depreciation	14,589
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Chicago, IL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 22,642
Buildings & Improvements, Initial Cost	82,754
Improvements, Initial Cost	0
Land, Total Cost	22,642
Buildings & Improvements, Total Cost	83,025
Total Cost	105,667
Accumulated Depreciation	6,925
Total Cost, Net of Accumulated Depreciation	98,742
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
McHenry, IL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,294
Buildings & Improvements, Initial Cost	5,251
Improvements, Initial Cost	0
Land, Total Cost	14,255
Buildings & Improvements, Total Cost	62,681
Total Cost	76,936
Accumulated Depreciation	17,872
Total Cost, Net of Accumulated Depreciation	59,064
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2006
Schaumburg, IL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 27,466
Buildings & Improvements, Initial Cost	84,679
Improvements, Initial Cost	0
Land, Total Cost	27,466
Buildings & Improvements, Total Cost	94,523
Total Cost	121,989
Accumulated Depreciation	10,275
Total Cost, Net of Accumulated Depreciation	111,714
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Tinley Park, IL [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,120
Buildings & Improvements, Initial Cost	37,496
Improvements, Initial Cost	0
Land, Total Cost	9,120
Buildings & Improvements, Total Cost	50,821
Total Cost	59,941
Accumulated Depreciation	9,348
Total Cost, Net of Accumulated Depreciation	50,593
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Evansville, IN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,964
Buildings & Improvements, Initial Cost	18,764
Improvements, Initial Cost	0
Land, Total Cost	8,964
Buildings & Improvements, Total Cost	18,835
Total Cost	27,799
Accumulated Depreciation	6,064
Total Cost, Net of Accumulated Depreciation	21,735
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Cedar Rapids, IA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,219
Buildings & Improvements, Initial Cost	12,697
Improvements, Initial Cost	0
Land, Total Cost	4,219
Buildings & Improvements, Total Cost	14,441
Total Cost	18,660
Accumulated Depreciation	8,472
Total Cost, Net of Accumulated Depreciation	10,188
Encumbrances	$ 3,412
Date of Construction (C) Acquisition (A)	1998
Merriam, KS [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,043
Buildings & Improvements, Initial Cost	55,028
Improvements, Initial Cost	0
Land, Total Cost	15,043
Buildings & Improvements, Total Cost	56,179
Total Cost	71,222
Accumulated Depreciation	5,844
Total Cost, Net of Accumulated Depreciation	65,378
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Bowie, MD [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,739
Buildings & Improvements, Initial Cost	14,301
Improvements, Initial Cost	0
Land, Total Cost	5,744
Buildings & Improvements, Total Cost	14,497
Total Cost	20,241
Accumulated Depreciation	4,636
Total Cost, Net of Accumulated Depreciation	15,605
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Salisbury, MD [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,070
Buildings & Improvements, Initial Cost	12,495
Improvements, Initial Cost	277
Land, Total Cost	2,071
Buildings & Improvements, Total Cost	15,295
Total Cost	17,366
Accumulated Depreciation	7,416
Total Cost, Net of Accumulated Depreciation	9,950
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1999
Everett, MA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,311
Buildings & Improvements, Initial Cost	44,647
Improvements, Initial Cost	0
Land, Total Cost	9,462
Buildings & Improvements, Total Cost	54,984
Total Cost	64,446
Accumulated Depreciation	25,556
Total Cost, Net of Accumulated Depreciation	38,890
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2001
Framingham, MA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 75,675
Buildings & Improvements, Initial Cost	191,594
Improvements, Initial Cost	0
Land, Total Cost	75,675
Buildings & Improvements, Total Cost	205,090
Total Cost	280,765
Accumulated Depreciation	22,621
Total Cost, Net of Accumulated Depreciation	258,144
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Grand Rapids, MI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,380
Buildings & Improvements, Initial Cost	17,323
Improvements, Initial Cost	0
Land, Total Cost	3,380
Buildings & Improvements, Total Cost	26,781
Total Cost	30,161
Accumulated Depreciation	14,804
Total Cost, Net of Accumulated Depreciation	15,357
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1995
Grandville, MI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,483
Buildings & Improvements, Initial Cost	18,933
Improvements, Initial Cost	0
Land, Total Cost	5,494
Buildings & Improvements, Total Cost	17,647
Total Cost	23,141
Accumulated Depreciation	2,665
Total Cost, Net of Accumulated Depreciation	20,476
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Lansing, MI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,598
Buildings & Improvements, Initial Cost	6,999
Improvements, Initial Cost	0
Land, Total Cost	2,289
Buildings & Improvements, Total Cost	17,263
Total Cost	19,552
Accumulated Depreciation	5,462
Total Cost, Net of Accumulated Depreciation	14,090
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Coon Rapids, MN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 25,692
Buildings & Improvements, Initial Cost	106,300
Improvements, Initial Cost	0
Land, Total Cost	25,692
Buildings & Improvements, Total Cost	109,970
Total Cost	135,662
Accumulated Depreciation	13,016
Total Cost, Net of Accumulated Depreciation	122,646
Encumbrances	$ 56,382
Date of Construction (C) Acquisition (A)	2013
Maple Grove, MN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,917
Buildings & Improvements, Initial Cost	23,954
Improvements, Initial Cost	0
Land, Total Cost	8,917
Buildings & Improvements, Total Cost	27,346
Total Cost	36,263
Accumulated Depreciation	4,974
Total Cost, Net of Accumulated Depreciation	31,289
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2011
St. Paul, MN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,150
Buildings & Improvements, Initial Cost	21,558
Improvements, Initial Cost	0
Land, Total Cost	7,150
Buildings & Improvements, Total Cost	23,074
Total Cost	30,224
Accumulated Depreciation	4,153
Total Cost, Net of Accumulated Depreciation	26,071
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Gulfport, MS [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 0
Buildings & Improvements, Initial Cost	36,370
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	57,585
Total Cost	57,585
Accumulated Depreciation	24,267
Total Cost, Net of Accumulated Depreciation	33,318
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Jackson, MS [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,190
Buildings & Improvements, Initial Cost	6,783
Improvements, Initial Cost	0
Land, Total Cost	3,212
Buildings & Improvements, Total Cost	6,783
Total Cost	9,995
Accumulated Depreciation	3,414
Total Cost, Net of Accumulated Depreciation	6,581
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Tupelo, MS [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,213
Buildings & Improvements, Initial Cost	14,979
Improvements, Initial Cost	0
Land, Total Cost	2,213
Buildings & Improvements, Total Cost	19,341
Total Cost	21,554
Accumulated Depreciation	12,678
Total Cost, Net of Accumulated Depreciation	8,876
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1994
Arnold, MO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 892
Buildings & Improvements, Initial Cost	5,283
Improvements, Initial Cost	0
Land, Total Cost	107
Buildings & Improvements, Total Cost	2,664
Total Cost	2,771
Accumulated Depreciation	1,921
Total Cost, Net of Accumulated Depreciation	850
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Brentwood, MO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,018
Buildings & Improvements, Initial Cost	32,053
Improvements, Initial Cost	0
Land, Total Cost	10,018
Buildings & Improvements, Total Cost	36,787
Total Cost	46,805
Accumulated Depreciation	18,793
Total Cost, Net of Accumulated Depreciation	28,012
Encumbrances	$ 29,862
Date of Construction (C) Acquisition (A)	1998
Independence, MO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,011
Buildings & Improvements, Initial Cost	45,752
Improvements, Initial Cost	0
Land, Total Cost	5,011
Buildings & Improvements, Total Cost	48,169
Total Cost	53,180
Accumulated Depreciation	7,168
Total Cost, Net of Accumulated Depreciation	46,012
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Springfield, MO [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 0
Buildings & Improvements, Initial Cost	2,048
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	2,239
Total Cost	2,239
Accumulated Depreciation	1,255
Total Cost, Net of Accumulated Depreciation	984
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1998
Seabrook, NH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 18,032
Buildings & Improvements, Initial Cost	68,663
Improvements, Initial Cost	0
Land, Total Cost	18,032
Buildings & Improvements, Total Cost	69,189
Total Cost	87,221
Accumulated Depreciation	4,606
Total Cost, Net of Accumulated Depreciation	82,615
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
East Hanover, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,847
Buildings & Improvements, Initial Cost	23,798
Improvements, Initial Cost	0
Land, Total Cost	3,847
Buildings & Improvements, Total Cost	24,959
Total Cost	28,806
Accumulated Depreciation	7,844
Total Cost, Net of Accumulated Depreciation	20,962
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Edgewater, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,714
Buildings & Improvements, Initial Cost	30,473
Improvements, Initial Cost	0
Land, Total Cost	7,714
Buildings & Improvements, Total Cost	31,181
Total Cost	38,895
Accumulated Depreciation	9,808
Total Cost, Net of Accumulated Depreciation	29,087
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Freehold, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,460
Buildings & Improvements, Initial Cost	2,475
Improvements, Initial Cost	0
Land, Total Cost	3,166
Buildings & Improvements, Total Cost	3,416
Total Cost	6,582
Accumulated Depreciation	882
Total Cost, Net of Accumulated Depreciation	5,700
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Hamilton, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,039
Buildings & Improvements, Initial Cost	49,896
Improvements, Initial Cost	0
Land, Total Cost	11,774
Buildings & Improvements, Total Cost	86,198
Total Cost	97,972
Accumulated Depreciation	34,800
Total Cost, Net of Accumulated Depreciation	63,172
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Mays Landing, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 49,033
Buildings & Improvements, Initial Cost	107,230
Improvements, Initial Cost	0
Land, Total Cost	49,033
Buildings & Improvements, Total Cost	117,460
Total Cost	166,493
Accumulated Depreciation	48,415
Total Cost, Net of Accumulated Depreciation	118,078
Encumbrances	$ 57,678
Date of Construction (C) Acquisition (A)	2004
Mays Landing, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 36,224
Buildings & Improvements, Initial Cost	56,949
Improvements, Initial Cost	0
Land, Total Cost	36,224
Buildings & Improvements, Total Cost	63,417
Total Cost	99,641
Accumulated Depreciation	25,977
Total Cost, Net of Accumulated Depreciation	73,664
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2004
Princeton, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 13,448
Buildings & Improvements, Initial Cost	74,249
Improvements, Initial Cost	0
Land, Total Cost	14,464
Buildings & Improvements, Total Cost	99,103
Total Cost	113,567
Accumulated Depreciation	51,527
Total Cost, Net of Accumulated Depreciation	62,040
Encumbrances	$ 54,931
Date of Construction (C) Acquisition (A)	1997
Union, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,650
Buildings & Improvements, Initial Cost	15,689
Improvements, Initial Cost	0
Land, Total Cost	7,650
Buildings & Improvements, Total Cost	25,015
Total Cost	32,665
Accumulated Depreciation	7,663
Total Cost, Net of Accumulated Depreciation	25,002
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
West Long Branch, NJ [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 14,131
Buildings & Improvements, Initial Cost	51,982
Improvements, Initial Cost	0
Land, Total Cost	14,131
Buildings & Improvements, Total Cost	65,487
Total Cost	79,618
Accumulated Depreciation	23,347
Total Cost, Net of Accumulated Depreciation	56,271
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2004
Horseheads, NY [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 829
Buildings & Improvements, Initial Cost	3,630
Improvements, Initial Cost	0
Land, Total Cost	4,631
Buildings & Improvements, Total Cost	27,085
Total Cost	31,716
Accumulated Depreciation	8,165
Total Cost, Net of Accumulated Depreciation	23,551
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2008
Apex, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,576
Buildings & Improvements, Initial Cost	43,619
Improvements, Initial Cost	0
Land, Total Cost	10,521
Buildings & Improvements, Total Cost	56,300
Total Cost	66,821
Accumulated Depreciation	18,294
Total Cost, Net of Accumulated Depreciation	48,527
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2006
Charlotte, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 27,707
Buildings & Improvements, Initial Cost	45,021
Improvements, Initial Cost	0
Land, Total Cost	27,707
Buildings & Improvements, Total Cost	50,325
Total Cost	78,032
Accumulated Depreciation	9,660
Total Cost, Net of Accumulated Depreciation	68,372
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2011
Charlotte, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 11,224
Buildings & Improvements, Initial Cost	82,124
Improvements, Initial Cost	0
Land, Total Cost	11,224
Buildings & Improvements, Total Cost	90,937
Total Cost	102,161
Accumulated Depreciation	13,857
Total Cost, Net of Accumulated Depreciation	88,304
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Charlotte, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,600
Buildings & Improvements, Initial Cost	30,392
Improvements, Initial Cost	0
Land, Total Cost	6,188
Buildings & Improvements, Total Cost	45,894
Total Cost	52,082
Accumulated Depreciation	4,170
Total Cost, Net of Accumulated Depreciation	47,912
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Cornelius, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,382
Buildings & Improvements, Initial Cost	15,184
Improvements, Initial Cost	0
Land, Total Cost	4,382
Buildings & Improvements, Total Cost	20,740
Total Cost	25,122
Accumulated Depreciation	7,529
Total Cost, Net of Accumulated Depreciation	17,593
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Greensboro, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,153
Buildings & Improvements, Initial Cost	9,455
Improvements, Initial Cost	0
Land, Total Cost	3,153
Buildings & Improvements, Total Cost	10,077
Total Cost	13,230
Accumulated Depreciation	3,289
Total Cost, Net of Accumulated Depreciation	9,941
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Mooresville, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 14,369
Buildings & Improvements, Initial Cost	43,688
Improvements, Initial Cost	0
Land, Total Cost	14,369
Buildings & Improvements, Total Cost	47,518
Total Cost	61,887
Accumulated Depreciation	19,057
Total Cost, Net of Accumulated Depreciation	42,830
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2004
Raleigh, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,728
Buildings & Improvements, Initial Cost	10,665
Improvements, Initial Cost	0
Land, Total Cost	413
Buildings & Improvements, Total Cost	4,424
Total Cost	4,837
Accumulated Depreciation	2,944
Total Cost, Net of Accumulated Depreciation	1,893
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Raleigh, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,317
Buildings & Improvements, Initial Cost	35,411
Improvements, Initial Cost	0
Land, Total Cost	3,317
Buildings & Improvements, Total Cost	38,105
Total Cost	41,422
Accumulated Depreciation	5,670
Total Cost, Net of Accumulated Depreciation	35,752
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Wilmington, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,529
Buildings & Improvements, Initial Cost	18,551
Improvements, Initial Cost	1,183
Land, Total Cost	5,529
Buildings & Improvements, Total Cost	37,733
Total Cost	43,262
Accumulated Depreciation	25,610
Total Cost, Net of Accumulated Depreciation	17,652
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1989
Winston Salem, NC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,156
Buildings & Improvements, Initial Cost	15,010
Improvements, Initial Cost	0
Land, Total Cost	7,156
Buildings & Improvements, Total Cost	15,010
Total Cost	22,166
Accumulated Depreciation	4,872
Total Cost, Net of Accumulated Depreciation	17,294
Encumbrances	$ 997
Date of Construction (C) Acquisition (A)	2007
Alliance, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 812
Buildings & Improvements, Initial Cost	16,244
Improvements, Initial Cost	0
Land, Total Cost	812
Buildings & Improvements, Total Cost	16,244
Total Cost	17,056
Accumulated Depreciation	5,256
Total Cost, Net of Accumulated Depreciation	11,800
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Aurora, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 832
Buildings & Improvements, Initial Cost	7,560
Improvements, Initial Cost	0
Land, Total Cost	1,592
Buildings & Improvements, Total Cost	14,245
Total Cost	15,837
Accumulated Depreciation	8,221
Total Cost, Net of Accumulated Depreciation	7,616
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1995
Boardman, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,152
Buildings & Improvements, Initial Cost	27,983
Improvements, Initial Cost	0
Land, Total Cost	8,152
Buildings & Improvements, Total Cost	31,322
Total Cost	39,474
Accumulated Depreciation	17,872
Total Cost, Net of Accumulated Depreciation	21,602
Encumbrances	$ 23,528
Date of Construction (C) Acquisition (A)	1997
Cincinnati, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 19,572
Buildings & Improvements, Initial Cost	54,495
Improvements, Initial Cost	0
Land, Total Cost	19,572
Buildings & Improvements, Total Cost	66,593
Total Cost	86,165
Accumulated Depreciation	4,037
Total Cost, Net of Accumulated Depreciation	82,128
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
Columbus, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 12,922
Buildings & Improvements, Initial Cost	46,006
Improvements, Initial Cost	0
Land, Total Cost	14,078
Buildings & Improvements, Total Cost	61,983
Total Cost	76,061
Accumulated Depreciation	33,481
Total Cost, Net of Accumulated Depreciation	42,580
Encumbrances	$ 48,459
Date of Construction (C) Acquisition (A)	1998
Columbus, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 18,716
Buildings & Improvements, Initial Cost	64,617
Improvements, Initial Cost	0
Land, Total Cost	20,666
Buildings & Improvements, Total Cost	70,876
Total Cost	91,542
Accumulated Depreciation	12,005
Total Cost, Net of Accumulated Depreciation	79,537
Encumbrances	$ 42,345
Date of Construction (C) Acquisition (A)	2011
Dublin, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,609
Buildings & Improvements, Initial Cost	11,546
Improvements, Initial Cost	0
Land, Total Cost	3,609
Buildings & Improvements, Total Cost	15,088
Total Cost	18,697
Accumulated Depreciation	8,363
Total Cost, Net of Accumulated Depreciation	10,334
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1998
Hamilton, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,805
Buildings & Improvements, Initial Cost	8,502
Improvements, Initial Cost	0
Land, Total Cost	1,335
Buildings & Improvements, Total Cost	6,478
Total Cost	7,813
Accumulated Depreciation	643
Total Cost, Net of Accumulated Depreciation	7,170
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
Huber Hts, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 757
Buildings & Improvements, Initial Cost	14,469
Improvements, Initial Cost	0
Land, Total Cost	757
Buildings & Improvements, Total Cost	28,019
Total Cost	28,776
Accumulated Depreciation	18,277
Total Cost, Net of Accumulated Depreciation	10,499
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1993
Macedonia, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 11,582
Buildings & Improvements, Initial Cost	34,323
Improvements, Initial Cost	0
Land, Total Cost	11,582
Buildings & Improvements, Total Cost	38,310
Total Cost	49,892
Accumulated Depreciation	10,321
Total Cost, Net of Accumulated Depreciation	39,571
Encumbrances	$ 18,376
Date of Construction (C) Acquisition (A)	2011
Mason, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,032
Buildings & Improvements, Initial Cost	23,788
Improvements, Initial Cost	0
Land, Total Cost	2,032
Buildings & Improvements, Total Cost	24,270
Total Cost	26,302
Accumulated Depreciation	2,236
Total Cost, Net of Accumulated Depreciation	24,066
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
North Canton, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,889
Buildings & Improvements, Initial Cost	46,335
Improvements, Initial Cost	0
Land, Total Cost	10,664
Buildings & Improvements, Total Cost	48,181
Total Cost	58,845
Accumulated Depreciation	5,766
Total Cost, Net of Accumulated Depreciation	53,079
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
North Olmsted, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 24,352
Buildings & Improvements, Initial Cost	61,449
Improvements, Initial Cost	0
Land, Total Cost	24,352
Buildings & Improvements, Total Cost	63,667
Total Cost	88,019
Accumulated Depreciation	11,163
Total Cost, Net of Accumulated Depreciation	76,856
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Solon, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,220
Buildings & Improvements, Initial Cost	7,454
Improvements, Initial Cost	0
Land, Total Cost	6,220
Buildings & Improvements, Total Cost	27,228
Total Cost	33,448
Accumulated Depreciation	13,807
Total Cost, Net of Accumulated Depreciation	19,641
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1998
Stow, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 993
Buildings & Improvements, Initial Cost	9,028
Improvements, Initial Cost	0
Land, Total Cost	993
Buildings & Improvements, Total Cost	37,676
Total Cost	38,669
Accumulated Depreciation	19,495
Total Cost, Net of Accumulated Depreciation	19,174
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1969
Toledo, OH [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,316
Buildings & Improvements, Initial Cost	3,961
Improvements, Initial Cost	0
Land, Total Cost	534
Buildings & Improvements, Total Cost	2,370
Total Cost	2,904
Accumulated Depreciation	1,419
Total Cost, Net of Accumulated Depreciation	1,485
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2004
Westlake, OH
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 424
Buildings & Improvements, Initial Cost	3,803
Improvements, Initial Cost	201
Land, Total Cost	424
Buildings & Improvements, Total Cost	10,423
Total Cost	10,847
Accumulated Depreciation	7,643
Total Cost, Net of Accumulated Depreciation	3,204
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1974
Gresham, OR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,234
Buildings & Improvements, Initial Cost	60,802
Improvements, Initial Cost	0
Land, Total Cost	15,234
Buildings & Improvements, Total Cost	60,802
Total Cost	76,036
Accumulated Depreciation	559
Total Cost, Net of Accumulated Depreciation	75,477
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2016
Portland, OR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 20,208
Buildings & Improvements, Initial Cost	50,738
Improvements, Initial Cost	0
Land, Total Cost	20,208
Buildings & Improvements, Total Cost	51,846
Total Cost	72,054
Accumulated Depreciation	8,476
Total Cost, Net of Accumulated Depreciation	63,578
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2012
Allentown, PA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,558
Buildings & Improvements, Initial Cost	20,060
Improvements, Initial Cost	0
Land, Total Cost	5,343
Buildings & Improvements, Total Cost	23,747
Total Cost	29,090
Accumulated Depreciation	10,119
Total Cost, Net of Accumulated Depreciation	18,971
Encumbrances	$ 7,435
Date of Construction (C) Acquisition (A)	2003
Erie, PA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,345
Buildings & Improvements, Initial Cost	32,006
Improvements, Initial Cost	0
Land, Total Cost	9,345
Buildings & Improvements, Total Cost	74,119
Total Cost	83,464
Accumulated Depreciation	33,680
Total Cost, Net of Accumulated Depreciation	49,784
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1995
Jenkintown, PA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,705
Buildings & Improvements, Initial Cost	21,918
Improvements, Initial Cost	0
Land, Total Cost	4,705
Buildings & Improvements, Total Cost	24,975
Total Cost	29,680
Accumulated Depreciation	2,240
Total Cost, Net of Accumulated Depreciation	27,440
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
Mechanicsburg, PA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 12,574
Buildings & Improvements, Initial Cost	57,283
Improvements, Initial Cost	0
Land, Total Cost	12,574
Buildings & Improvements, Total Cost	57,756
Total Cost	70,330
Accumulated Depreciation	4,614
Total Cost, Net of Accumulated Depreciation	65,716
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
Arecibo, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,965
Buildings & Improvements, Initial Cost	29,898
Improvements, Initial Cost	0
Land, Total Cost	4,885
Buildings & Improvements, Total Cost	23,963
Total Cost	28,848
Accumulated Depreciation	12,198
Total Cost, Net of Accumulated Depreciation	16,650
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Bayamon, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 132,074
Buildings & Improvements, Initial Cost	152,441
Improvements, Initial Cost	0
Land, Total Cost	132,759
Buildings & Improvements, Total Cost	195,190
Total Cost	327,949
Accumulated Depreciation	68,125
Total Cost, Net of Accumulated Depreciation	259,824
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Bayamon, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 91,645
Buildings & Improvements, Initial Cost	98,007
Improvements, Initial Cost	0
Land, Total Cost	92,027
Buildings & Improvements, Total Cost	125,139
Total Cost	217,166
Accumulated Depreciation	43,381
Total Cost, Net of Accumulated Depreciation	173,785
Encumbrances	$ 121,341
Date of Construction (C) Acquisition (A)	2005
Bayamon, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,294
Buildings & Improvements, Initial Cost	11,987
Improvements, Initial Cost	0
Land, Total Cost	4,584
Buildings & Improvements, Total Cost	23,683
Total Cost	28,267
Accumulated Depreciation	8,467
Total Cost, Net of Accumulated Depreciation	19,800
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Carolina, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 28,522
Buildings & Improvements, Initial Cost	76,947
Improvements, Initial Cost	0
Land, Total Cost	28,601
Buildings & Improvements, Total Cost	82,792
Total Cost	111,393
Accumulated Depreciation	32,059
Total Cost, Net of Accumulated Depreciation	79,334
Encumbrances	$ 70,320
Date of Construction (C) Acquisition (A)	2005
Cayey, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 18,226
Buildings & Improvements, Initial Cost	25,101
Improvements, Initial Cost	0
Land, Total Cost	18,538
Buildings & Improvements, Total Cost	27,765
Total Cost	46,303
Accumulated Depreciation	10,425
Total Cost, Net of Accumulated Depreciation	35,878
Encumbrances	$ 20,289
Date of Construction (C) Acquisition (A)	2005
Fajardo, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,376
Buildings & Improvements, Initial Cost	41,199
Improvements, Initial Cost	0
Land, Total Cost	4,376
Buildings & Improvements, Total Cost	50,193
Total Cost	54,569
Accumulated Depreciation	16,980
Total Cost, Net of Accumulated Depreciation	37,589
Encumbrances	$ 24,396
Date of Construction (C) Acquisition (A)	2005
Guayama, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 1,960
Buildings & Improvements, Initial Cost	18,721
Improvements, Initial Cost	0
Land, Total Cost	1,960
Buildings & Improvements, Total Cost	19,559
Total Cost	21,519
Accumulated Depreciation	7,459
Total Cost, Net of Accumulated Depreciation	14,060
Encumbrances	$ 11,404
Date of Construction (C) Acquisition (A)	2005
Hatillo, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 101,219
Buildings & Improvements, Initial Cost	105,465
Improvements, Initial Cost	0
Land, Total Cost	88,874
Buildings & Improvements, Total Cost	126,007
Total Cost	214,881
Accumulated Depreciation	52,456
Total Cost, Net of Accumulated Depreciation	162,425
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Humacao, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 16,386
Buildings & Improvements, Initial Cost	74,059
Improvements, Initial Cost	0
Land, Total Cost	16,386
Buildings & Improvements, Total Cost	84,038
Total Cost	100,424
Accumulated Depreciation	34,614
Total Cost, Net of Accumulated Depreciation	65,810
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Isabela, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,175
Buildings & Improvements, Initial Cost	41,094
Improvements, Initial Cost	0
Land, Total Cost	8,236
Buildings & Improvements, Total Cost	43,265
Total Cost	51,501
Accumulated Depreciation	16,651
Total Cost, Net of Accumulated Depreciation	34,850
Encumbrances	$ 21,430
Date of Construction (C) Acquisition (A)	2005
Rio Piedras, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,338
Buildings & Improvements, Initial Cost	23,285
Improvements, Initial Cost	0
Land, Total Cost	10,338
Buildings & Improvements, Total Cost	29,781
Total Cost	40,119
Accumulated Depreciation	11,669
Total Cost, Net of Accumulated Depreciation	28,450
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
San German, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 9,686
Buildings & Improvements, Initial Cost	20,775
Improvements, Initial Cost	0
Land, Total Cost	9,686
Buildings & Improvements, Total Cost	21,768
Total Cost	31,454
Accumulated Depreciation	8,411
Total Cost, Net of Accumulated Depreciation	23,043
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Vega Baja, PR [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,076
Buildings & Improvements, Initial Cost	18,684
Improvements, Initial Cost	0
Land, Total Cost	3,851
Buildings & Improvements, Total Cost	13,967
Total Cost	17,818
Accumulated Depreciation	7,311
Total Cost, Net of Accumulated Depreciation	10,507
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2005
Charleston, SC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,479
Buildings & Improvements, Initial Cost	9,850
Improvements, Initial Cost	0
Land, Total Cost	3,479
Buildings & Improvements, Total Cost	19,266
Total Cost	22,745
Accumulated Depreciation	10,667
Total Cost, Net of Accumulated Depreciation	12,078
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Columbia, SC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,950
Buildings & Improvements, Initial Cost	29,065
Improvements, Initial Cost	0
Land, Total Cost	2,950
Buildings & Improvements, Total Cost	38,833
Total Cost	41,783
Accumulated Depreciation	4,721
Total Cost, Net of Accumulated Depreciation	37,062
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Greenville, SC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,659
Buildings & Improvements, Initial Cost	14,411
Improvements, Initial Cost	0
Land, Total Cost	5,659
Buildings & Improvements, Total Cost	14,411
Total Cost	20,070
Accumulated Depreciation	4,688
Total Cost, Net of Accumulated Depreciation	15,382
Encumbrances	$ 1,385
Date of Construction (C) Acquisition (A)	2007
Mount Pleasant, SC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,430
Buildings & Improvements, Initial Cost	10,470
Improvements, Initial Cost	0
Land, Total Cost	2,364
Buildings & Improvements, Total Cost	21,167
Total Cost	23,531
Accumulated Depreciation	12,939
Total Cost, Net of Accumulated Depreciation	10,592
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1995
Simpsonville, SC [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 417
Buildings & Improvements, Initial Cost	6,563
Improvements, Initial Cost	0
Land, Total Cost	417
Buildings & Improvements, Total Cost	10,370
Total Cost	10,787
Accumulated Depreciation	4,581
Total Cost, Net of Accumulated Depreciation	6,206
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	1994
Brentwood, TN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 6,101
Buildings & Improvements, Initial Cost	25,956
Improvements, Initial Cost	0
Land, Total Cost	6,101
Buildings & Improvements, Total Cost	27,319
Total Cost	33,420
Accumulated Depreciation	3,090
Total Cost, Net of Accumulated Depreciation	30,330
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Hendersonville, TN [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,249
Buildings & Improvements, Initial Cost	9,068
Improvements, Initial Cost	0
Land, Total Cost	3,249
Buildings & Improvements, Total Cost	9,123
Total Cost	12,372
Accumulated Depreciation	4,147
Total Cost, Net of Accumulated Depreciation	8,225
Encumbrances	$ 2,423
Date of Construction (C) Acquisition (A)	2003
Highland Village, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,545
Buildings & Improvements, Initial Cost	28,365
Improvements, Initial Cost	0
Land, Total Cost	5,545
Buildings & Improvements, Total Cost	30,340
Total Cost	35,885
Accumulated Depreciation	4,293
Total Cost, Net of Accumulated Depreciation	31,592
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Houston, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,179
Buildings & Improvements, Initial Cost	60,407
Improvements, Initial Cost	0
Land, Total Cost	15,179
Buildings & Improvements, Total Cost	60,406
Total Cost	75,585
Accumulated Depreciation	3,581
Total Cost, Net of Accumulated Depreciation	72,004
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2015
Irving, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 17,701
Buildings & Improvements, Initial Cost	10,571
Improvements, Initial Cost	0
Land, Total Cost	17,701
Buildings & Improvements, Total Cost	11,761
Total Cost	29,462
Accumulated Depreciation	1,667
Total Cost, Net of Accumulated Depreciation	27,795
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Kyle, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,548
Buildings & Improvements, Initial Cost	7,349
Improvements, Initial Cost	0
Land, Total Cost	12,678
Buildings & Improvements, Total Cost	28,041
Total Cost	40,719
Accumulated Depreciation	4,192
Total Cost, Net of Accumulated Depreciation	36,527
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2009
Mesquite, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 7,051
Buildings & Improvements, Initial Cost	25,531
Improvements, Initial Cost	0
Land, Total Cost	7,051
Buildings & Improvements, Total Cost	25,452
Total Cost	32,503
Accumulated Depreciation	3,015
Total Cost, Net of Accumulated Depreciation	29,488
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
San Antonio, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,475
Buildings & Improvements, Initial Cost	37,327
Improvements, Initial Cost	0
Land, Total Cost	4,873
Buildings & Improvements, Total Cost	50,768
Total Cost	55,641
Accumulated Depreciation	20,655
Total Cost, Net of Accumulated Depreciation	34,986
Encumbrances	$ 23,900
Date of Construction (C) Acquisition (A)	2002
San Antonio, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 5,602
Buildings & Improvements, Initial Cost	39,196
Improvements, Initial Cost	0
Land, Total Cost	10,158
Buildings & Improvements, Total Cost	113,817
Total Cost	123,975
Accumulated Depreciation	30,174
Total Cost, Net of Accumulated Depreciation	93,801
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
San Antonio, TX [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,381
Buildings & Improvements, Initial Cost	6,487
Improvements, Initial Cost	0
Land, Total Cost	2,381
Buildings & Improvements, Total Cost	23,027
Total Cost	25,408
Accumulated Depreciation	7,767
Total Cost, Net of Accumulated Depreciation	17,641
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Chester, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 10,780
Buildings & Improvements, Initial Cost	4,752
Improvements, Initial Cost	0
Land, Total Cost	10,780
Buildings & Improvements, Total Cost	14,074
Total Cost	24,854
Accumulated Depreciation	4,357
Total Cost, Net of Accumulated Depreciation	20,497
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Dumfries, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 12,911
Buildings & Improvements, Initial Cost	10,092
Improvements, Initial Cost	0
Land, Total Cost	12,911
Buildings & Improvements, Total Cost	10,112
Total Cost	23,023
Accumulated Depreciation	734
Total Cost, Net of Accumulated Depreciation	22,289
Encumbrances	$ 12,120
Date of Construction (C) Acquisition (A)	2014
Fairfax, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 15,681
Buildings & Improvements, Initial Cost	68,536
Improvements, Initial Cost	0
Land, Total Cost	15,681
Buildings & Improvements, Total Cost	69,373
Total Cost	85,054
Accumulated Depreciation	7,493
Total Cost, Net of Accumulated Depreciation	77,561
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Midlothian, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 3,507
Buildings & Improvements, Initial Cost	9,229
Improvements, Initial Cost	0
Land, Total Cost	3,507
Buildings & Improvements, Total Cost	9,691
Total Cost	13,198
Accumulated Depreciation	1,186
Total Cost, Net of Accumulated Depreciation	12,012
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Midlothian, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,754
Buildings & Improvements, Initial Cost	20,273
Improvements, Initial Cost	0
Land, Total Cost	4,754
Buildings & Improvements, Total Cost	25,732
Total Cost	30,486
Accumulated Depreciation	3,488
Total Cost, Net of Accumulated Depreciation	26,998
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Newport News, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 963
Buildings & Improvements, Initial Cost	7,120
Improvements, Initial Cost	0
Land, Total Cost	963
Buildings & Improvements, Total Cost	7,122
Total Cost	8,085
Accumulated Depreciation	1,024
Total Cost, Net of Accumulated Depreciation	7,061
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2013
Richmond, VA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 11,879
Buildings & Improvements, Initial Cost	34,736
Improvements, Initial Cost	0
Land, Total Cost	11,879
Buildings & Improvements, Total Cost	36,064
Total Cost	47,943
Accumulated Depreciation	11,737
Total Cost, Net of Accumulated Depreciation	36,206
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Springfield, VA
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 17,016
Buildings & Improvements, Initial Cost	40,038
Improvements, Initial Cost	0
Land, Total Cost	17,016
Buildings & Improvements, Total Cost	41,789
Total Cost	58,805
Accumulated Depreciation	13,808
Total Cost, Net of Accumulated Depreciation	44,997
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2007
Vancouver, WA [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,169
Buildings & Improvements, Initial Cost	25,769
Improvements, Initial Cost	0
Land, Total Cost	4,169
Buildings & Improvements, Total Cost	25,813
Total Cost	29,982
Accumulated Depreciation	2,112
Total Cost, Net of Accumulated Depreciation	27,870
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2014
Brookfield, WI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 4,791
Buildings & Improvements, Initial Cost	16,023
Improvements, Initial Cost	0
Land, Total Cost	4,791
Buildings & Improvements, Total Cost	21,662
Total Cost	26,453
Accumulated Depreciation	4,035
Total Cost, Net of Accumulated Depreciation	22,418
Encumbrances	$ 5,634
Date of Construction (C) Acquisition (A)	2013
Brown Deer, WI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 8,465
Buildings & Improvements, Initial Cost	32,652
Improvements, Initial Cost	0
Land, Total Cost	8,465
Buildings & Improvements, Total Cost	37,869
Total Cost	46,334
Accumulated Depreciation	6,602
Total Cost, Net of Accumulated Depreciation	39,732
Encumbrances	$ 11,628
Date of Construction (C) Acquisition (A)	2013
West Allis, WI [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,371
Buildings & Improvements, Initial Cost	10,982
Improvements, Initial Cost	0
Land, Total Cost	1,703
Buildings & Improvements, Total Cost	12,530
Total Cost	14,233
Accumulated Depreciation	5,359
Total Cost, Net of Accumulated Depreciation	8,874
Encumbrances	$ 0
Date of Construction (C) Acquisition (A)	2003
Portfolio Balance (DDR) - unencumbered [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 55,221
Buildings & Improvements, Initial Cost	50,744
Improvements, Initial Cost	0
Land, Total Cost	55,221
Buildings & Improvements, Total Cost	50,744
Total Cost	105,965
Accumulated Depreciation	432
Total Cost, Net of Accumulated Depreciation	105,533
Encumbrances	0
Portfolio Balance (DDR) - encumbered [Member]
Real Estate And Accumulated Depreciation [Line Items]
Land, Initial Cost	6,659
Buildings & Improvements, Initial Cost	176,497
Improvements, Initial Cost	0
Land, Total Cost	6,659
Buildings & Improvements, Total Cost	176,497
Total Cost	183,156
Accumulated Depreciation	103,297
Total Cost, Net of Accumulated Depreciation	79,859
Encumbrances	$ 26,194

XML

Real Estate and Accumulated Depreciation (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Real Estate And Accumulated Depreciation [Line Items]
Tax cost basis of assets	$ 9,800.0
Real estate land under development	55.0
Real estate construction in progress	50.4
Fair market value of debt adjustments and unamortized debt issuance costs	$ 3.8
Tenant improvements [Member]
Real Estate And Accumulated Depreciation [Line Items]
Estimated useful lives of the assets	Shorter of economic life or lease terms
Minimum [Member] | Buildings [Member]
Real Estate And Accumulated Depreciation [Line Items]
Estimated useful lives of the assets	20 years
Minimum [Member] | Building Improvements and Fixtures [Member]
Real Estate And Accumulated Depreciation [Line Items]
Estimated useful lives of the assets	5 years
Maximum [Member] | Buildings [Member]
Real Estate And Accumulated Depreciation [Line Items]
Estimated useful lives of the assets	31 years 6 months
Maximum [Member] | Building Improvements and Fixtures [Member]
Real Estate And Accumulated Depreciation [Line Items]
Estimated useful lives of the assets	20 years

XML

Mortgage Loans on Real Estate (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Mortgage Loans On Real Estate [Line Items]
Prior Liens	$ 1,328,198
Face Amount of Mortgages	435,174
Carrying Amount of Mortgages	442,826
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Mezzanine Loans [Member] | Retail [Member] | Borrower B [Member]
Mortgage Loans On Real Estate [Line Items]
Interest Rate	9.00%
Final Maturity Date	2023-06
Periodic Payment Terms	I
Prior Liens	$ 20,500
Face Amount of Mortgages	7,500
Carrying Amount of Mortgages	7,541
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Mezzanine Loans [Member] | Retail [Member] | Borrower C [Member]
Mortgage Loans On Real Estate [Line Items]
Interest Rate	9.00%
Final Maturity Date	2019-06
Periodic Payment Terms	I
Prior Liens	$ 42,500
Face Amount of Mortgages	12,040
Carrying Amount of Mortgages	11,516
Principal Amount of Loans Subject to Delinquent Principal or Interest	0
Senior Loans And Mezzanine Loans [Member] | Retail [Member]
Mortgage Loans On Real Estate [Line Items]
Prior Liens	63,000
Face Amount of Mortgages	52,540
Carrying Amount of Mortgages	49,488
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Investments in and Advances to Joint Ventures [Member] | Borrower D [Member]
Mortgage Loans On Real Estate [Line Items]
Interest Rate	8.50%
Final Maturity Date	2021-10
Periodic Payment Terms	QI
Prior Liens	$ 1,032,510
Face Amount of Mortgages	300,000
Carrying Amount of Mortgages	318,641
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Investments in and Advances to Joint Ventures [Member] | Borrower E [Member]
Mortgage Loans On Real Estate [Line Items]
Interest Rate	8.50%
Final Maturity Date	2022-12
Periodic Payment Terms	QI
Prior Liens	$ 232,688
Face Amount of Mortgages	82,634
Carrying Amount of Mortgages	74,697
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Senior Loans [Member] | Retail [Member] | Borrower A [Member]
Mortgage Loans On Real Estate [Line Items]
Interest Rate	5.70%
Final Maturity Date	2017-09
Periodic Payment Terms	P&I
Prior Liens	$ 0
Face Amount of Mortgages	33,000
Carrying Amount of Mortgages	30,431
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0

XML

Changes in Mortgage Loans (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Mortgage Loans On Real Estate [Abstract]
Balance at beginning of period	$ 437,144	$ 357,754	$ 143,989
Additions during period:
New mortgage loans	11,139	82,634	300,000
Interest	8,559	7,212	6,120
Accretion of discount	1,038	980	926
Deductions during period:
Provision for loan loss reserve	0	0	(500)
Collections of principal and interest	(15,054)	(11,436)	(92,781)
Balance at close of period	$ 442,826	$ 437,144	$ 357,754