UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~September 30, 2016~~March 31, 2017

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

For the transition period from to

Commission file number 1-11690

DDR Corp.

(Exact name of registrant as specified in its charter)

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

3300 Enterprise Parkway, Beachwood, Ohio 44122

(Address of principal executive offices - zip code)

(216) 755-5500

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of ~~October 31, 2016,~~April 27, 2017, the registrant had ~~366,266,652~~367,076,675 outstanding common shares, $0.10 par value per share.

DDR Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~SEPTEMBER 30, 2016~~MARCH 31, 2017

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements - Unaudited
	Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016	2
	Consolidated Statements of Operations for the Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	3
	~~Consolidated Statements of Operations for the Nine Months Ended September 30, 2016 and 2015~~	4
	Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	54
	Consolidated Statement of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2016~~March 31, 2017	65
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	76
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3834
Item 4.	Controls and Procedures	3935

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4036
Item 1A.	Risk Factors	4036
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4036
Item 3.	Defaults Upon Senior Securities	4036
Item 4.	Mine Safety Disclosures	4036
Item 5.	Other Information	4036
Item 6.	Exhibits	4137

SIGNATURES		4238

DDR Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	September 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Assets
Land	$	2,122,070		$	2,184,145		$	1,987,849		$	1,990,406
Buildings		6,890,141			6,965,632			6,338,139			6,412,532
Fixtures and tenant improvements		773,664			743,037			738,741			735,685
		9,785,875			9,892,814			9,064,729			9,138,623
Less: Accumulated depreciation		(2,174,268	)		(2,062,899	)		(2,004,413	)		(1,996,176	)
		7,611,607			7,829,915			7,060,316			7,142,447
Construction in progress and land		125,557			235,385			120,808			105,435
Total real estate assets, net		7,737,164			8,065,300			7,181,124			7,247,882
Investments in and advances to joint ventures		460,609			467,732
Investments in and advances to joint ventures, net								395,362			454,131
Cash and cash equivalents		20,658			22,416			19,715			30,430
Restricted cash		12,696			10,104			46,587			8,795
Accounts receivable, net		127,249			129,089			117,559			121,367
Notes receivable, net		44,823			42,534			49,895			49,503
Other assets, net		317,817			359,913			282,724			285,410
	$	8,721,016		$	9,097,088		$	8,092,966		$	8,197,518
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	2,912,247		$	3,149,188		$	2,914,186		$	2,913,217
Unsecured term loan		398,284			397,934			398,516			398,399
Revolving credit facilities		310,000			210,000			90,000			—
		3,620,531			3,757,122			3,402,702			3,311,616
Secured indebtedness:
Secured term loan		199,694			199,251			199,893			199,843
Mortgage indebtedness		1,146,154			1,183,164			918,331			982,509
		1,345,848			1,382,415			1,118,224			1,182,352
Total indebtedness		4,966,379			5,139,537			4,520,926			4,493,968
Accounts payable and other liabilities		398,829			425,478			369,391			382,293
Dividends payable		75,158			68,604			75,402			75,245
Total liabilities		5,440,366			5,633,619			4,965,719			4,951,506
Commitments and contingencies
DDR Equity
Class J—6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at September 30, 2016 and December 31, 2015		200,000			200,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at September 30, 2016 and December 31, 2015		150,000			150,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 365,943,846 and 365,292,314 shares issued at September 30, 2016 and December 31, 2015, respectively		36,594			36,529
Class J—6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at March 31, 2017 and December 31, 2016								200,000			200,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at March 31, 2017 and December 31, 2016								150,000			150,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 366,671,261 and 366,298,335 shares issued at March 31, 2017 and December 31, 2016, respectively								36,667			36,630
Additional paid-in capital		5,480,292			5,466,511			5,497,660			5,487,212
Accumulated distributions in excess of net income		(2,590,837	)		(2,391,793	)		(2,761,977	)		(2,632,327	)
Deferred compensation obligation		15,332			15,537			10,083			15,149
Accumulated other comprehensive loss		(4,484	)		(6,283	)		(3,432	)		(4,192	)
Less: Common shares in treasury at cost: 932,504 and 945,268 shares at September 30, 2016 and December 31, 2015, respectively		(14,826	)		(15,316	)
Less: Common shares in treasury at cost: 705,276 and 947,893 shares at March 31, 2017 and December 31, 2016, respectively								(10,300	)		(14,957	)
Total DDR shareholders' equity		3,272,071			3,455,185			3,118,701			3,237,515
Non-controlling interests		8,579			8,284			8,546			8,497
Total equity		3,280,650			3,463,469			3,127,247			3,246,012
	$	8,721,016		$	9,097,088		$	8,092,966		$	8,197,518

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

DDR Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Three Months						Three Months
	Ended September 30,						Ended March 31,
	2016			2015			2017			2016
Revenues from operations:
Minimum rents	$	177,844		$	180,523		$	167,229		$	177,367
Percentage and overage rents		1,193			835			1,699			1,936
Recoveries from tenants		59,743			61,915			57,476			61,599
Fee and other income		15,020			13,862			14,017			13,521
		253,800			257,135			240,421			254,423
Rental operation expenses:
Operating and maintenance		31,269			35,963			32,991			37,258
Real estate taxes		36,900			37,385			34,329			35,784
Impairment charges		104,877			—			21,973			—
General and administrative		18,785			17,596			31,072			17,876
Depreciation and amortization		95,451			97,155			90,884			96,902
		287,282			188,099			211,249			187,820
Other income (expense):
Interest income		9,304			7,331			8,392			9,050
Interest expense		(53,940	)		(58,217	)		(51,827	)		(57,897	)
Other income (expense), net		(384	)		(240	)		(4	)		1,773
		(45,020	)		(51,126	)		(43,439	)		(47,074	)
(Loss) income before earnings from equity method investments and other items		(78,502	)		17,910			(14,267	)		19,529
Equity in net (loss) income of joint ventures		(1,457	)		648			(1,665	)		14,421
Loss on sale and change in control of interests, net		(1,087	)		—
Reserve of preferred equity interests								(76,000	)		—
(Loss) income before tax expense		(81,046	)		18,558			(91,932	)		33,950
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(398	)		(528	)		(223	)		(458	)
(Loss) income from continuing operations		(81,444	)		18,030			(92,155	)		33,492
Gain on disposition of real estate, net		21,368			41,793			38,127			12,381
Net (loss) income	$	(60,076	)	$	59,823		$	(54,028	)	$	45,873
Income attributable to non-controlling interests, net		(284	)		(268	)		(213	)		(300	)
Net (loss) income attributable to DDR	$	(60,360	)	$	59,555		$	(54,241	)	$	45,573
Preferred dividends		(5,594	)		(5,594	)		(5,594	)		(5,594	)
Net (loss) income attributable to common shareholders	$	(65,954	)	$	53,961		$	(59,835	)	$	39,979

Per share data:
Basic	$	(0.18	)	$	0.15		$	(0.16	)	$	0.11
Diluted	$	(0.18	)	$	0.15		$	(0.16	)	$	0.11

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

DDR Corp.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(unaudited; in thousands, except per share amounts)~~

Nine Months

Ended September 30,

2016

2015

Revenues from operations:

Minimum rents
$
533,275

$
540,583

Percentage and overage rents

4,783

3,592

Recoveries from tenants

182,718

188,016

Fee and other income

44,768

41,092

765,544

773,283

Rental operation expenses:

Operating and maintenance

102,365

110,718

Real estate taxes

110,710

112,811

Impairment charges

104,877

279,021

General and administrative

55,160

55,462

Depreciation and amortization

290,051

299,470

663,163

857,482

Other income (expense):

Interest income

27,800

21,703

Interest expense

(165,849
)

(182,524
)
Other income (expense), net

3,470

(1,300
)

(134,579
)

(162,121
)
Loss before earnings from equity method investments and other items

(32,198
)

(246,320
)
Equity in net income of joint ventures

14,081

2,351

(Loss) gain on sale and change in control of interests, net

(1,087
)

7,772

Loss before tax expense

(19,204
)

(236,197
)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes

(1,101
)

(6,001
)
Loss from continuing operations

(20,305
)

(242,198
)
Gain on disposition of real estate, net

47,470

78,154

Net income (loss)
$
27,165

$
(164,044
)
Income attributable to non-controlling interests, net

(894
)

(1,590
)
Net income (loss) attributable to DDR
$
26,271

$
(165,634
)
Preferred dividends

(16,781
)

(16,781
)
Net income (loss) attributable to common shareholders
$
9,490

$
(182,415
)

Per share data:

Basic
$
0.02

$
(0.51
)
Diluted
$
0.02

$
(0.51
)

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

~~DDR Corp.~~

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited; in thousands)

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2016			2015			2016			2015			2017			2016
Net (loss) income	$	(60,076	)	$	59,823		$	27,165		$	(164,044	)	$	(54,028	)	$	45,873
Other comprehensive income (loss):
Other comprehensive income:
Foreign currency translation		(103	)		(1,153	)		572			(1,372	)		192			842
Change in fair value of interest-rate contracts		574			97			950			417			435			46
Change in cash flow hedges reclassed to earnings		172			172			516			1,001			178			172
Total other comprehensive income (loss)		643			(884	)		2,038			46
Total other comprehensive income														805			1,060
Comprehensive (loss) income	$	(59,433	)	$	58,939		$	29,203		$	(163,998	)	$	(53,223	)	$	46,933
Comprehensive (income) loss attributable to non-controlling interests:
Comprehensive income attributable to non-controlling interests:
Allocation of net income		(284	)		(268	)		(894	)		(1,590	)		(213	)		(300	)
Foreign currency translation		29			359			(239	)		644			(45	)		(262	)
Total comprehensive (income) loss attributable to non-controlling interests		(255	)		91			(1,133	)		(946	)
Total comprehensive income attributable to non-controlling interests														(258	)		(562	)
Total comprehensive (loss) income attributable to DDR	$	(59,688	)	$	59,030		$	28,070		$	(164,944	)	$	(53,481	)	$	46,371

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

DDR Corp.

CONSOLIDATED STATEMENT OF EQUITY

(unaudited; in thousands)

DDR Equity

Preferred Shares

Common Shares

Additional
Paid-in
Capital

Accumulated Distributions
in Excess of
Net Income

Deferred Compensation Obligation

Accumulated Other Comprehensive Loss

Treasury
Stock at
Cost

Non-
Controlling
Interests

Total

Balance, December 31, 2015
$
350,000

$
36,529

$
5,466,511

$
(2,391,793
)

$
15,537

$
(6,283
)

$
(15,316
)

$
8,284

$
3,463,469

Issuance of common shares related
to stock plans

—

65

9,031

—

—

—

1,583

—

10,679

Issuance of restricted stock

—

—

(706
)

—

874

—

(168
)

—

—

Vesting of restricted stock

—

—

3,624

—

(1,079
)

—

(925
)

—

1,620

Stock-based compensation

—

—

1,832

—

—

—

—

—

1,832

Distributions to non-controlling
interests

—

—

—

—

—

—

—

(838
)

(838
)
Dividends declared-common shares

—

—

—

(208,534
)

—

—

—

—

(208,534
)
Dividends declared-preferred shares

—

—

—

(16,781
)

—

—

—

—

(16,781
)
Comprehensive income

—

—

—

26,271

—

1,799

—

1,133

29,203

Balance, September 30, 2016
$
350,000

$
36,594

$
5,480,292

$
(2,590,837
)

$
15,332

$
(4,484
)

$
(14,826
)

$
8,579

$
3,280,650

	DDR Equity

	Preferred Shares		Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2016	$	350,000	$	36,630	$	5,487,212	$	(2,632,327	)	$	15,149		$	(4,192	)	$	(14,957	)	$	8,497		$	3,246,012
Issuance of common shares related to stock plans		—		37		5,720		—			—			—			—			—			5,757
Stock-based compensation, net		—		—		4,728		—			(5,066	)		—			4,657			—			4,319
Distributions to non-controlling interests		—		—		—		—			—			—			—			(209	)		(209	)
Dividends declared-common shares		—		—		—		(69,815	)		—			—			—			—			(69,815	)
Dividends declared-preferred shares		—		—		—		(5,594	)		—			—			—			—			(5,594	)
Comprehensive (loss) income		—		—		—		(54,241	)		—			760			—			258			(53,223	)
Balance, March 31, 2017	$	350,000	$	36,667	$	5,497,660	$	(2,761,977	)	$	10,083		$	(3,432	)	$	(10,300	)	$	8,546		$	3,127,247

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

DDR Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2016			2015			2017			2016
Cash flow from operating activities:
Net income (loss)	$	27,165		$	(164,044	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Net (loss) income							$	(54,028	)	$	45,873
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities:
Depreciation and amortization		290,051			299,470			90,884			96,902
Stock-based compensation		5,444			6,415			5,243			1,633
Amortization and write-off of deferred finance charges and fair market value of debt adjustments		1,605			(6,088	)		906			661
Accretion of convertible debt discount		—			8,938
Equity in net income of joint ventures		(14,081	)		(2,351	)
Net gain on sale and change in control of interests		1,087			(7,772	)
Equity in net loss (income) of joint ventures								1,665			(14,421	)
Reserve of preferred equity interests								76,000			—
Operating cash distributions from joint ventures		5,921			5,824			1,806			1,724
Gain on disposition of real estate		(47,470	)		(78,154	)		(38,127	)		(12,381	)
Impairment charges		104,877			279,021			21,973			—
Change in notes receivable accrued interest		(7,937	)		(6,035	)		(2,479	)		(3,437	)
Change in restricted cash		(1,052	)		548
Net change in accounts receivable		81			(1,689	)		2,694			2,659
Net change in accounts payable and accrued expenses		(3,045	)		(2,603	)		(8,521	)		(24,877	)
Net change in other operating assets and liabilities		(12,665	)		(30,579	)		(6,109	)		(12,538	)
Total adjustments		322,816			464,945			145,935			35,925
Net cash flow provided by operating activities		349,981			300,901			91,907			81,798
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(145,975	)		(105,846	)		(86,028	)		(59,886	)
Real estate developed and improvements to operating real estate		(134,810	)		(231,963	)		(28,138	)		(46,946	)
Proceeds from disposition of real estate		296,224			293,130			113,170			186,736
Equity contributions to joint ventures								(21,506	)		—
Distributions from unconsolidated joint ventures		22,307			12,115			2,900			17,056
Equity contributions to joint ventures		(1,452	)		(277	)
Issuance of notes receivable		(6,801	)		—
Repayment of notes receivable		4,934			9,397			167			126
Change in restricted cash		(1,551	)		(31,093	)
Net cash flow provided by (used for) investing activities		32,876			(54,537	)
Net cash flow (used for) provided by investing activities								(19,435	)		97,086
Cash flow from financing activities:
Proceeds from revolving credit facilities, net		100,000			367,371			90,000			140,000
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses		—			491,972
Repayment of senior notes		(240,000	)		(152,996	)		—			(240,000	)
Proceeds from unsecured term loan		—			300,000
Repayment of term loans and mortgage debt		(33,089	)		(1,047,734	)		(63,302	)		(7,979	)
Payment of debt issuance costs		(41	)		(4,559	)		(132	)		—
Issuance of common shares in conjunction with equity award plans and dividend reinvestment plan		8,105			2,811
Issuance (repurchase) of common shares in conjunction with equity award plans and dividend reinvestment plan								3,500			(232	)
Distributions to non-controlling interests and redeemable operating partnership units		(830	)		(6,065	)		(209	)		(321	)
Dividends paid		(218,762	)		(197,218	)		(75,253	)		(68,639	)
Net cash flow used for financing activities		(384,617	)		(246,418	)		(45,396	)		(177,171	)
Cash and cash equivalents:
Decrease in cash and cash equivalents		(1,760	)		(54	)
Effect of exchange rate changes on cash and cash equivalents		2			157
Cash and cash equivalents, beginning of year		22,416			20,937
Cash and cash equivalents, end of period	$	20,658		$	21,040

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

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

Notes to Condensed Consolidated Financial Statements

1.	Nature of Business and Financial Statement Presentation

Nature of Business

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

Use of Estimates in Preparation of Financial Statements

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

Reclassifications

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

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016.

Principles of Consolidation

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

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

The Company ~~adopted Accounting Standards Update (“ASU”) No. 2015-02,~~ ~~Consolidation (Topic 810): Amendments to the Consolidation Analysis~~ ~~on January 1, 2016, and reassessed its consolidated and unconsolidated joint ventures under the new standard. Based on the revised guidance, the Company identified three~~has two unconsolidated joint ventures included in the Company’s joint venture investments that ~~under the new standard,~~ are considered VIEs for which the Company is not the primary beneficiary. These joint ventures were formed to invest in and own real estate assets. Each of these joint ventures was deemed to be a VIE under the new guidance as the Company (the non-managing member) does not have substantive kick-out or participating rights in these entities. The Company determined that it was not the primary beneficiary of these VIEs as the entities’ managing members have the power to direct the activities of the respective entity that most significantly impact the entity’s economic performance. The Company’s maximum exposure to losses associated with ~~the Company’s~~these VIEs is ~~primarily~~ limited to its aggregate investment, which was ~~$416.3~~$329.5 million and ~~$412.4~~$405.4 million as of ~~September 30, 2016,~~March 31, 2017 and December 31, ~~2015,~~2016, respectively.

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

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

Nine Months

Ended September 30,

2016

2015

Accounts payable related to construction in progress
$
15.8

$
43.9

Dividends declared

75.2

68.1

Mortgages assumed from acquisitions

—

33.7

Redemption of OP Units

—

18.3

Elimination of a previously held equity interest

—

1.4

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

Common Shares

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

Fee and Other Income

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

	Three Months				Nine Months				Three Months
	Ended September 30,				Ended September 30,				Ended March 31,
	2016		2015		2016		2015		2017		2016
Management and other fee income	$	8.5	$	8.2	$	28.2	$	24.7	$	9.4	$	8.2
Ancillary and other property income		4.8		4.7		13.4		13.5		4.3		4.1
Lease termination fees		1.7		0.7		3.2		2.3		0.2		1.2
Other		—		0.3		—		0.6		0.1		—
Total fee and other income	$	15.0	$	13.9	$	44.8	$	41.1	$	14.0	$	13.5

New Accounting Standards ~~To Be~~ Adopted

~~Accounting for Leases~~

~~In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ ~~The amendments in this update govern a number of areas including, but not limited to, accounting for leases, replacing the existing guidance in ASC Topic No. 840,~~ ~~Leases~~. Under this standard, among other changes in practice, a lessee’s rights and obligations under most leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. Other significant provisions of this standard include (i) defining the “lease term” to include the noncancellable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease; (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed”; and (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits. In addition, this standard impacts the lessor’s ability to capitalize costs related to the leasing of vacant space. The lease standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. This standard could have a significant impact on the Company’s consolidated financial statements as the Company has ground lease agreements, in which it could be either a lessor or lessee, at many of its shopping centers. The Company is currently assessing the impact, if any, the adoption of this standard will have on its consolidated financial statements and has not decided upon the method of adoption.

~~Revenue Recognition~~

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

adopt ASU No. 2014-09. The Company is assessing the impact, if any, the adoption of this standard will have on its consolidated financial statements and has not decided upon the method of adoption.

Business Combinations

In September 2015, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805). ASU No. 2015-16 provides guidance pertaining to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. The guidance is effective for public companies for fiscal years beginning after December 15, 2016. In addition, in January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU No. 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business. ASU No. 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption is ~~permitted.~~permitted for both standards. Application of the guidance is prospective.

The Company adopted the standards effective January 1, 2017, with respect to its asset acquisitions. Under these new standards, the Company’s purchase of a shopping center is ~~assessing~~expected to be classified as an acquisition of an asset and not classified as an acquisition of a business. Transaction costs from the ~~impact, if any,~~acquisition of a business are expensed as incurred, in contrast to transaction costs from the ~~adoption~~acquisition of ~~this standard will have on its consolidated financial statements.~~

~~Derivatives and Hedging~~

~~In March 2016,~~an asset, which are capitalized to real estate assets upon acquisition. As a result of these new standards, the ~~FASB issued ASU No. 2016-05,~~ ~~Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus~~majority of the ~~Emerging Issues Task Force)~~transaction costs incurred related to the acquisition of shopping centers are capitalized to real estate assets (Note 3). ~~ASU No. 2016-05 clarifies that a~~This change ~~in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does~~did not in and of itself, require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. For public companies, ASU No. 2016-05 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this standard will have a material impact on ~~its consolidated~~the Company’s financial statements.

~~Transition to Equity Method Accounting~~

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

~~Share-Based Compensation~~

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

Statement of Cash Flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash ~~Flows -~~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 ~~2016-15 is~~No. 2016-18, Statement of Cash Flows (Topic 230: Restricted Cash. ASU No. 2016-18 clarifies certain existing principles in Accounting Standards Codification (“ASC”) 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statements of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. These standards are effective for periods beginning after December 15, 2017, and shall be applied retrospectively where practicable. Early adoption is permitted.

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

New Accounting Standards to Be Adopted

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers that will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an

amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the ASC. The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09. The Company has not yet selected the method of adoption.

The Company is in the process of evaluating the impact that the adoption of ASU ~~2016-15~~No. 2014-09 will have on its consolidated financial statements and disclosures. Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed below. Excluding revenue related to leasing transactions, the Company anticipates that upon adoption of ASU No. 2014-09, the recognition of lease commission income earned pursuant to its management agreements with unconsolidated joint ventures most likely will be accelerated into an earlier quarter than recognized in current GAAP. The majority of the Company’s lease commission income is recognized 50% upon lease execution and 50% upon tenant rent commencement. Under the new standard, the Company anticipates that a lease commission will be recognized in its entirety upon lease execution. This revenue is not considered material to the Company’s consolidated financial statements.

Accounting for Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update govern a number of areas including, but not limited to, accounting for leases, replacing the existing guidance in ASC No. 840, Leases. Under this standard, among other changes in practice, a lessee’s rights and obligations under most leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. Other significant provisions of this standard include (i) defining the “lease term” to include the noncancellable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease, (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed,” (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits and (iv) a requirement to bifurcate certain lease and non-lease components. The lease standard is effective for fiscal years beginning after December 15, 2018, (including interim periods within those fiscal years) with early adoption permitted. The Company has not yet selected the method of adoption.

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

109

2.	Investments in and Advances to Joint Ventures

At ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the Company had ownership interests in various unconsolidated joint ventures that had an investment in ~~155~~150 and ~~168~~151 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	September 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Condensed Combined Balance Sheets
Land	$	1,296,413		$	1,343,889		$	1,268,425		$	1,287,675
Buildings		3,398,184			3,551,227			3,338,488			3,376,720
Fixtures and tenant improvements		198,657			191,581			205,412			203,824
		4,893,254			5,086,697			4,812,325			4,868,219
Less: Accumulated depreciation		(854,821	)		(817,235	)		(914,860	)		(884,356	)
		4,038,433			4,269,462			3,897,465			3,983,863
Land held for development and construction in progress		51,967			52,390
Construction in progress and land								58,932			56,983
Real estate, net		4,090,400			4,321,852			3,956,397			4,040,846
Cash and restricted cash		76,447			58,916			60,822			50,378
Receivables, net		50,461			52,768			43,931			50,685
Other assets		268,726			318,546
Other assets, net								242,234			248,664
	$	4,486,034		$	4,752,082		$	4,303,384		$	4,390,573

Mortgage debt	$	3,095,354		$	3,177,603		$	2,898,615		$	3,034,399
Notes and accrued interest payable to the Company		2,481			1,556			3,028			1,584
Other liabilities		216,229			219,799			194,458			206,949
		3,314,064			3,398,958			3,096,101			3,242,932
Redeemable preferred equity – DDR		402,291			395,156			395,945			393,338
Accumulated equity		769,679			957,968			811,338			754,303
	$	4,486,034		$	4,752,082		$	4,303,384		$	4,390,573

Company's share of accumulated equity	$	95,577		$	115,871		$	106,819		$	97,977
Redeemable preferred equity		402,291			395,156
Redeemable preferred equity, net								319,315			393,338
Basis differentials		(37,110	)		(42,402	)		(30,987	)		(36,117	)
Deferred development fees, net of portion related to the Company's interest		(2,630	)		(2,449	)		(2,813	)		(2,651	)
Amounts payable to the Company		2,481			1,556			3,028			1,584
Investments in and Advances to Joint Ventures	$	460,609		$	467,732
Investments in and Advances to Joint Ventures, net							$	395,362		$	454,131

1110

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2016			2015			2016			2015			2017			2016
Condensed Combined Statements of Operations
Revenues from operations	$	127,676		$	126,698		$	384,476		$	397,364		$	127,048		$	127,910
Expenses from operations:
Operating expenses		35,547			35,438			110,176			110,494			36,668			37,656
Impairment charges		13,598			—			13,598			448			52,657			—
Depreciation and amortization		47,955			49,949			146,011			158,168			45,096			49,035
Interest expense		33,567			33,202			100,208			107,698			30,130			33,322
Preferred share expense		8,438			6,518			25,007			19,248			8,128			8,264
Other expense (income), net		5,829			6,309			17,959			18,503
Other (income) expense, net														6,573			5,811
		144,934			131,416			412,959			414,559			179,252			134,088
		(17,258	)		(4,718	)		(28,483	)		(17,195	)
Gain (loss) on disposition of real estate, net		658			(2,626	)		54,255			(4,197	)
Loss from continuing operations														(52,204	)		(6,178	)
(Loss) gain on disposition of real estate, net														(173	)		53,483
Net (loss) income attributable to unconsolidated joint ventures	$	(16,600	)	$	(7,344	)	$	25,772		$	(21,392	)	$	(52,377	)	$	47,305
Company's share of equity in net (loss) income of joint ventures	$	(1,755	)	$	336		$	10,336		$	1,406		$	(5,293	)	$	11,274
Basis differential adjustments^(A)		298			312			3,745			945			3,628			3,147
Equity in net (loss) income of joint ventures	$	(1,457	)	$	648		$	14,081		$	2,351		$	(1,665	)	$	14,421

(A)

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

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

	Three Months				Nine Months				Three Months
	Ended September 30,				Ended September 30,				Ended March 31,
	2016		2015		2016		2015		2017		2016
Management and other fees	$	6.3	$	6.5	$	22.2	$	19.6	$	6.9	$	6.2
Interest income										7.5		8.3
Development fees and leasing commissions		2.2		1.6		5.9		4.8		2.5		1.9
Interest income		8.4		6.5		25.0		19.2

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~~BRE DDR Retail Holdings Joint Ventures

~~In the third quarter of 2016, the~~The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV”) and, together (the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned):

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

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

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

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

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

In March 2017, the Company recorded a valuation allowance on each of ~~$6.6~~the BRE DDR III and BRE DDR IV preferred investment interests of $70.0 million and ~~recorded a gain on sale of $0.5 million. In~~$6.0 million, respectively, or $76.0 million in the aggregate. The valuation allowances were triggered late in the first quarter by an increase in the estimated market capitalization rates for the underlying real estate collateral of ~~2016,~~ the ~~DDR–SAU Retail Fund~~investments. The values of open air shopping centers anchored by big box national retailers, particularly in secondary markets, have been under increasing pressure and most recently decreased due to the continued perceived threat of internet retail competition and recent tenant bankruptcies. Several large national retailers filed for bankruptcy in March and April 2017. A majority of the shopping centers collateralizing the preferred investments are those which have been most impacted by the rising capitalization rates. These factors have also reduced the number of potential investors and well-capitalized buyers for these types of assets. The managing member of the two joint ~~venture sold 11 assets for an aggregate sale price~~ventures exercises significant influence over the timing of ~~$170.5 million and recorded a gain on sale of $53.4 million, of which~~asset sales. Due to the Company’s ~~share was $13.5 million.~~expectation regarding the likely timing of asset sales, the valuation of the Company’s investments considers how management believes a third party market participant would value the securities in the current higher capitalization rate environment. As a result, the investments were impaired to reflect the risk that the securities are not repaid in full in advance of the Company’s redemption rights in 2021 and 2022. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate.

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

3.	Acquisitions

In ~~the nine months ended September 30, 2016,~~January 2017, the Company acquired ~~the following~~one shopping ~~centers (in millions):~~

Location

Date
Acquired

Purchase
Price

Phoenix, AZ

February 2016

$
60.5

Portland, OR

September 2016

86.3

~~The~~center in Chicago, Illinois, for $81.0 million. This acquisition was accounted for as an asset acquisition and the fair value ~~of the acquisitions~~ was allocated as follows (in thousands):

				Weighted-Average Amortization Period (in Years)					Weighted-Average Amortization Period (in Years)
Land	$	27,093		N/A		$	23,588		N/A
Buildings		99,034		(A)			35,659		(A)
Tenant improvements		4,385		(A)			8,565		(A)
In-place leases (including lease origination costs and fair market value of leases)		14,021			5.1		7,051			16.0
Tenant relations		8,810			11.1		6,934			16.3
Other assets		146		N/A			419		N/A
		153,489					82,216
Less: Below-market leases		(6,967	)		15.4		(1,872	)		20.0
Less: Other liabilities assumed		(547	)	N/A			(581	)	N/A
Net assets acquired	$	145,975				$	79,763

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

~~The Company’s~~12

Total consideration ~~of $146.0 million~~for the acquisition was paid in cash. The costs related to the acquisition of ~~these~~this asset were capitalized to real estate assets ~~were expensed as incurred and included in Other Income (Expense), Net in the Company’s consolidated statement of operations, at September 30, 2016. Such amounts were considered immaterial.~~(Note 1). Included in the Company’s consolidated statements of operations are ~~$3.6 million and $5.8~~$1.5 million in total revenues from the date of acquisition through ~~September 30, 2016 and 2015, respectively,~~March 31, 2017, for the ~~properties~~ acquired ~~in 2016 and 2015.~~property.

4.	Notes Receivable

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

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

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

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

5.	Other Assets, Net

Other assets consist of the following (in thousands):

	September 30, 2016		December 31, 2015		March 31, 2017		December 31, 2016
Intangible assets:
In-place leases, net	$	109,859	$	130,330	$	96,603	$	99,600
Above-market leases, net		37,850		46,214		18,917		20,405
Lease origination costs						12,784		12,931
Tenant relations, net		117,923		134,504		108,068		108,662
Total intangible assets, net^(A)		265,632		311,048		236,372		241,598
Other assets:
Prepaid expenses		34,593		28,923		32,967		26,842
Other assets		5,535		6,293		3,032		6,274
Deposits		6,980		7,536		5,967		5,965
Deferred charges, net		5,077		6,113		4,386		4,731
Total other assets, net	$	317,817	$	359,913	$	282,724	$	285,410

(A)

The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of ~~$13.9~~$16.6 million and ~~$22.6~~$19.5 million for the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $54.6 million and $71.2 million for the nine months ended September 30, 2016 and 2015,~~ respectively.

5.6.	Revolving Credit Facilities

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

Carrying Value at

September 30, 2016

Weighted-Average

Interest Rate^(A) at

September 30, 2016

Maturity Date

Carrying Value at

March 31, 2017

Weighted-Average

Interest Rate^(A) at

March 31, 2017

Maturity Date

Unsecured Credit Facility

310.0

1.5%

June 2019

90.0

2.0%

June 2019

PNC Facility

—

N/A

June 2019

—

N/A

June 2019

(A)	Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at ~~September 30, 2016.~~March 31, 2017.

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”). The Unsecured Credit Facility provides for borrowings of up to $750 million, 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 ~~September 30, 2016. The Unsecured Credit Facility also allows for foreign currency-denominated borrowings.~~March 31, 2017.

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

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either ~~(i)~~LIBOR, plus a specified spread (1.0% at March 31, 2017) or the prime rate, as defined in the respective ~~facility, or (ii) LIBOR plus a specified spread (1.0% at September 30, 2016).~~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 ~~September 30, 2016.~~March 31, 2017.

6.7.	Financial Instruments and Fair Value Measurements

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

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs ~~or assumptions~~ such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was approximately ~~$450.0~~$371.1 million and ~~$441.5~~$445.2 million at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively, as compared to the carrying amounts of ~~$447.5~~$369.6 million and ~~$437.6~~$443.3 million, respectively.

Debt

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

	September 30, 2016				December 31, 2015				March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,912,247	$	3,134,537	$	3,149,188	$	3,292,723	$	2,914,186	$	3,026,001	$	2,913,217	$	3,056,896
Revolving Credit Facilities and term loans		907,978		911,482		807,185		811,666		688,409		691,460		598,242		601,131
Mortgage Indebtedness		1,146,154		1,190,928		1,183,164		1,235,139		918,331		946,958		982,509		1,012,869
	$	4,966,379	$	5,236,947	$	5,139,537	$	5,339,528	$	4,520,926	$	4,664,419	$	4,493,968	$	4,670,896

8.	Commitments and Contingencies

Accrued Expense

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

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

7.9.	~~Share-Based Compensation Plan~~

~~2016 Value Sharing Equity Program~~

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

~~on a performance period beginning on February 9, 2016, and ending on December 31, 2018 (the “Performance Period~~”). As a result, in general, the total compensation available to participants under the 2016 VSEP, if any, will be fully earned only after approximately seven years (the Performance Period and the final four-year time-based vesting period for RSUs).

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

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

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

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

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

As of September 30, 2016, total unrecognized compensation related to the market metric component associated with the awards granted under the 2016 VSEP was approximately $3.6 million and is expected to be recognized over a weighted-average 6.25-year term, which includes the performance-based and time-based vesting periods.

8.	Other Comprehensive ~~Income (Loss)~~Loss

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

	Gains on Cash Flow Hedges			Foreign Currency Items			Total			Gains on Cash Flow Hedges			Foreign Currency Items			Total
Balance, December 31, 2015	$	(6,109	)	$	(174	)	$	(6,283	)
Balance, December 31, 2016										$	(3,930	)	$	(262	)	$	(4,192	)
Other comprehensive income before reclassifications		950			333			1,283			435			147			582
Change in cash flow hedges reclassed to earnings^(A)		516			—			516			178			—			178
Net current-period other comprehensive income		1,466			333			1,799			613			147			760
Balance, September 30, 2016	$	(4,643	)	$	159		$	(4,484	)
Balance, March 31, 2017										$	(3,317	)	$	(115	)	$	(3,432	)

(A)

Includes amortization classified in Interest Expense of ~~$0.6 million, partially offset by amortization classified in Equity in Net Income of Joint Ventures of $0.1~~$0.2 million in the Company’s consolidated statement of operations for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, which was previously recognized in ~~Accumulated OCI.~~accumulated other comprehensive loss.

9.10.

Impairment Charges and Reserves

The Company recorded impairment charges ~~during the three~~ and ~~nine months ended September 30, 2016 and 2015,~~reserves based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions):

Three Months

Nine Months

Ended September 30,

Ended September 30,

2016

2015

2016

2015

Assets marketed for sale or assets sold^(A)
$
104.9

$
—

$
104.9

$
179.7

Undeveloped land previously held for development^(B)

—

—

—

99.3

Total impairment charges
$
104.9

$
—

$
104.9

$
279.0

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

(A)

~~In March 2015, the Company’s senior management team initiated~~Triggered by changes ~~to the business strategy that involved the acceleration of~~in asset sales in connection with a portfolio quality improvement and leverage reduction initiative. The Company recorded impairment charges at 25 operating shopping centers to be sold over a 12 to 24-month period. In the third quarter of 2016, in conjunction with the change of the chief executive officer, the Company’s management team and board of directors decided to increase the volume of asset sales over a 12 to 18-month period beyond the level contemplated in 2015, to make accelerated progress on its more aggressive deleveraging goals. As a result, these decisions triggered the recording of impairment charges on operating shopping centers that management identified as short-term disposition candidates. hold-period assumptions and/or expected future cash flows.

(B)

~~Amounts~~In March 2017, the Company recorded ~~primarily were related to land previously held for future development. The asset impairments were triggered primarily by~~an aggregate valuation allowance on its preferred equity interests in the ~~decision made by the Company’s senior management in March 2015 to sell the land and no longer consider development alternatives.~~BRE DDR Joint Ventures (Note 2).

Items Measured at Fair Value on a Non-Recurring Basis

~~For a description of the Company’s methodology on determining~~The Company is required to assess the fair value ~~refer to Note 12~~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 ~~Company’s Financial Statements filed~~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 ~~its Annual Report on Form 10-K~~certain circumstances, a single valuation technique may be appropriate.

For operational real estate assets, the significant valuation assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development or not at stabilization, the significant valuation assumptions included the discount rate, the timing and the estimated costs for the ~~year ended December 31, 2015.~~construction completion and project stabilization, projected net operating income and the exit capitalization rate. For the valuation of the preferred equity interests, the significant assumptions used in the discounted cash flow analysis included the discount rate, projected net operating income, the timing of the expected redemption and the exit capitalization rates. These valuations were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the Company’s impairment charges on both financial and ~~non-financial~~nonfinancial assets that were measured on a fair value basis for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, and the year ended December 31, ~~2015.~~2016. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

Fair Value Measurements

Level 1

Level 2

Level 3

Total

Total
Losses

September 30, 2016

Long-lived assets held and used

$
—

$
—

$
387.7

$
387.7

$
104.9

December 31, 2015

Long-lived assets held and used

—

—

407.1

407.1

279.0

Unconsolidated joint venture investments

—

—

—

—

1.9

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

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

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

Range

Fair Value at

Range

September 30,

December 31,

Valuation

Unobservable

March 31,

December 31,

Valuation

Unobservable

Description

2016

2015

Technique

Inputs

2016

2015

2017

2016

Technique

Inputs

2017

2016

Impairment of consolidated assets

9.7

33.8

Indicative

Bid^(A)/

Contracted

Price

Indicative

Bid^(A)/

Contracted

Price

N/A

—

13.4

Indicative

Bid^(A)/

Contracted

Price

Indicative

Bid^(A)/

Contracted

Price

N/A

351.4

287.6

Income

Capitalization

Approach^(B)/

Sales

Comparison

Approach

Market

Capitalization

Rate

7%–10%

8%–9%

—

398.2

Income

Capitalization

Approach^(B)/

Sales

Comparison

Approach

Market

Capitalization

Rate

N/A

7%–10%

Price per

Square Foot

$15–$31

$10–$40

Price per

Square Foot

N/A

$15–$31

26.6

51.5

Indicative

Bid^(A)

Indicative

Bid^(A)

N/A

14.8

26.6

Indicative

Bid^(A)

Indicative

Bid^(A)

N/A

Discounted

Cash Flow

Discount

Rate

10%–11%

10%–14%

Discounted

Cash Flow

Discount

Rate

10%–11%

Terminal

Capitalization

Rate

10%–12%

8%–10%

Terminal

Capitalization

Rate

10%

10%–12%

Reserve of preferred equity interests

319.3

—

Discounted

Cash Flow

Discount

Rate

8.3%–8.6%

N/A

—

34.2

Indicative

Bid^(A)/

Sales

Comparison

Approach

Indicative

Bid^(A)

N/A

Terminal

Capitalization

Rate

5.3%–10.3%

N/A

NOI Growth Rate

N/A

(A)

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

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

1716

~~10.~~11.

Earnings Per Share

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

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2016			2015			2016			2015			2017			2016
Numerators – Basic and Diluted
(Loss) income from continuing operations	$	(81,444	)	$	18,030		$	(20,305	)	$	(242,198	)	$	(92,155	)	$	33,492
Plus: Gain on disposition of real estate		21,368			41,793			47,470			78,154			38,127			12,381
Plus: Income attributable to non-controlling interests		(284	)		(268	)		(894	)		(1,590	)		(213	)		(300	)
Less: Preferred dividends		(5,594	)		(5,594	)		(16,781	)		(16,781	)		(5,594	)		(5,594	)
Less: Earnings attributable to unvested shares and operating partnership units		(167	)		(221	)		(581	)		(1,075	)		(251	)		(210	)
Net (loss) income attributable to common shareholders after allocation to participating securities	$	(66,121	)	$	53,740		$	8,909		$	(183,490	)	$	(60,086	)	$	39,769
Denominators – Number of Shares
Basic—Average shares outstanding		365,508			361,107			365,062			360,341			366,430			364,691
Effect of dilutive securities:
Stock options		—			379			320			—
Senior convertible notes		—			2,085			—			—
Effect of dilutive securities—Stock options														—			351
Diluted—Average shares outstanding		365,508			363,571			365,382			360,341			366,430			365,042
Earnings Per Share:
(Loss) Earnings Per Share:
Basic	$	(0.18	)	$	0.15		$	0.02		$	(0.51	)	$	(0.16	)	$	0.11
Diluted	$	(0.18	)	$	0.15		$	0.02		$	(0.51	)	$	(0.16	)	$	0.11

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

~~Potentially Dilutive Securities~~

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

Shares subject to issuance under the Company’s 2016 VSEP ~~(Note 7)~~ were not considered in the computation of diluted EPS for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, as the calculation was anti-dilutive. ~~The 2016 VSEP was not in effect for the three and nine months ended September 30, 2015.~~

~~Common Shares~~

~~Common share dividends declared per share were as follows:~~

Three Months

Nine Months

Ended September 30,

Ended September 30,

2016

2015

2016

2015

Common share dividends declared per share

$
0.19

$
0.1725

$
0.57

$
0.5175

~~11.~~12.

Segment Information

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

	Three Months Ended September 30, 2016												Three Months Ended March 31, 2017
	Shopping Centers			Loan Investments			Other			Total			Shopping Centers			Loan Investments			Other			Total
Total revenues	$	253,787		$	13					$	253,800		$	240,406		$	15					$	240,421
Rental operation expenses		(68,107	)		(62	)					(68,169	)		(67,320	)		—						(67,320	)
Net operating income (loss)		185,680			(49	)					185,631
Net operating income														173,086			15						173,101
Impairment charges		(104,877	)								(104,877	)		(21,973	)								(21,973	)
Depreciation and amortization		(95,451	)								(95,451	)		(90,884	)								(90,884	)
Interest income					9,304						9,304						8,392						8,392
Other income (expense), net							$	(384	)		(384	)							$	(4	)		(4	)
Unallocated expenses^(A)								(73,123	)		(73,123	)								(83,122	)		(83,122	)
Equity in net loss of joint ventures		(1,457	)								(1,457	)		(1,665	)								(1,665	)
Loss on sale and change in control of interests, net		(1,087	)								(1,087	)
Reserve of preferred equity interests																	(76,000	)					(76,000	)
Loss from continuing operations										$	(81,444	)										$	(92,155	)
As of March 31, 2017:
Total gross real estate assets													$	9,185,537								$	9,185,537
Notes receivable, net^(B)																$	369,200		$	(319,305	)	$	49,895

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

Three Months Ended September 30, 2015

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
257,109

$
26

$
257,135

Rental operation expenses

(73,280
)

(68
)

(73,348
)
Net operating income (loss)

183,829

(42
)

183,787

Depreciation and amortization

(97,155
)

(97,155
)
Interest income

7,331

7,331

Other income (expense), net

$
(240
)

(240
)
Unallocated expenses^(A)

(76,341
)

(76,341
)
Equity in net income of joint ventures

648

648

Income from continuing operations

$
18,030

Nine Months Ended September 30, 2016

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
765,514

$
30

$
765,544

Rental operation expenses

(212,857
)

(218
)

(213,075
)
Net operating income (loss)

552,657

(188
)

552,469

Impairment charges

(104,877
)

(104,877
)
Depreciation and amortization

(290,051
)

(290,051
)
Interest income

27,800

27,800

Other income (expense), net

$
3,470

3,470

Unallocated expenses^(A)

(222,110
)

(222,110
)
Equity in net income of joint ventures

14,081

14,081

Loss on sale and change in control of interests, net

(1,087
)

(1,087
)
Loss from continuing operations

$
(20,305
)
As of September 30, 2016:

Total gross real estate assets
$
9,911,432

$
9,911,432

Notes receivable, net^(B)

$
447,070

$
(402,247
)

$
44,823

Nine Months Ended September 30, 2015

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
773,162

$
121

$
773,283

Rental operation expenses

(223,425
)

(104
)

(223,529
)
Net operating income

549,737

17

549,754

Impairment charges

(279,021
)

(279,021
)
Depreciation and amortization

(299,470
)

(299,470
)
Interest income

21,703

21,703

Other income (expense), net

$
(1,300
)

(1,300
)
Unallocated expenses^(A)

(243,987
)

(243,987
)
Equity in net income of joint ventures

2,351

2,351

Gain on sale and change in control of interests, net

7,772

7,772

Loss from continuing operations

$
(242,198
)
As of September 30, 2015:

Total gross real estate assets
$
10,155,375

$
10,155,375

Notes receivable, net^(B)

$
357,648

$
(310,218
)

$
47,430

(A)	Unallocated expenses consist of General and Administrative ~~expenses,~~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.

~~12.~~

~~Subsequent Events~~

~~In October 2016, the Company sold~~ 18 ~~wholly-owned operating assets for an aggregate sale price of $483.5 million.~~

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the Company’s financial condition, results of operations, liquidity and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, as well as other publicly available information.

Executive Summary

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing and managing shopping centers. ~~In addition, the Company engages in the origination and acquisition of loans and debt securities collateralized directly or indirectly by shopping centers.~~ As of ~~September 30, 2016,~~March 31, 2017, the Company’s portfolio consisted of ~~343~~309 shopping centers (including ~~156~~151 shopping centers owned through joint ventures) aggregating approximately ~~112~~103 million total square feet of gross leasable area (“GLA”). These properties consist of ~~329~~295 shopping centers owned in the United States and 14 in Puerto Rico. At ~~September 30, 2016,~~March 31, 2017, the aggregate occupancy of the Company’s operating shopping center portfolio was ~~93.0%~~92.3% and the average annualized base rent per occupied square foot was ~~$14.72.~~$15.27.

For the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, net income attributable to common shareholders ~~increased~~decreased compared to the prior year, primarily due to ~~lower impairment charges~~a $76.0 million valuation allowance recorded on the Company’s preferred investments in two joint ventures as well as to an aggregate separation charge of ~~$104.9~~$11.5 million ~~in 2016, as compared to $279.0~~associated with the executive management transition and a recent staff restructuring, which was partially offset by a $38.1 million ~~recorded in 2015, in addition to~~gain on the ~~transactional impact~~sale of ~~the investment activity completed in 2015 and lower interest expense as a result of the repayment of higher interest rate debt through the use of proceeds from asset sales in 2015.~~real estate assets.

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

	Three Months					Nine Months					Three Months
	Ended September 30,					Ended September 30,					Ended March 31,
	2016			2015		2016		2015			2017			2016
Net (loss) income attributable to common shareholders	$	(65,954	)	$	53,961	$	9,490	$	(182,415	)	$	(59,835	)	$	39,979
FFO attributable to common shareholders	$	120,137		$	113,402	$	355,000	$	231,645		$	22,212		$	114,542
Operating FFO attributable to common shareholders	$	120,636		$	113,538	$	357,306	$	332,068		$	108,533		$	114,228
Earnings per share – Diluted	$	(0.18	)	$	0.15	$	0.02	$	(0.51	)
(Loss) earnings per share – Diluted											$	(0.16	)	$	0.11

In ~~July 2016,~~March 2017, the Company named ~~Thomas F. August~~a new executive team including David Lukes as president and chief executive officer, Michael Makinen as chief operating officer and Matthew Ostrower as chief financial officer. The management team, led by Mr. ~~August, has been reevaluating~~Lukes, is in the process of updating its overall strategy and key objectives. In addition, Mr. August, with input from the board of directors, is considering supplementing the current executive team. Although management and the board of directors are in the process of finalizing an updated detailed strategic plan,However, the Company ~~has identified deleveraging as one of its top priorities~~continues to ~~further lower its risk profile~~be focused on lowering leverage and ~~cost of capital. At the current time,~~improving overall liquidity. Looking forward, the Company ~~expects~~seeks to ~~achieve new leverage targets~~create shareholder value through ~~among other options, the sale of additional assets. As a result, during the third quarter of 2016, the management team~~disciplined capital allocation and ~~board of directors decided to increase the volume of~~best-in-class operations that it believes should translate into net asset sales and use proceeds to make accelerated progress on the Company’s deleveraging goals. As a result of the decision to increase asset sales, the Company recorded $104.9 million in consolidated impairment charges on operating shopping centers that management identified as short-term disposition candidates at September 30, 2016.value growth.

The following is a summary of the Company’s operational and transactional activity execution in the first ~~nine~~three months of ~~2016.~~2017.

The Company completed the disposition of ~~$61.3 million and $479.2~~$123.7 million of assets for the three ~~and nine~~ months ended ~~September 30, 2016, respectively,~~March 31, 2017, of which DDR’s pro rata share of the proceeds was ~~$55.0 million and $336.6 million, respectively. In October 2016, the Company sold 18 wholly-owned operating assets for an aggregate sale price of $483.5~~$118.5 million. The Company also acquired ~~two Prime power centers (i.e., market-dominant prime power centers located~~a grocery-anchored shopping center at 3030 North Broadway in large and supply-constrained markets, occupied by high-quality retailers with strong demographic profiles, which are referred to as “Prime”) in Phoenix, Arizona, and Portland, Oregon, valued at $146.8 million in the aggregate. The net sale proceeds primarily were used to acquire Prime assets and repay debt.Chicago, Illinois, for $81.0 million.

The Company continued its trend of consistent internal growth and strong operating performance in the first ~~nine~~three months of ~~2016,~~2017, as evidenced by the number of leases executed, the upward trend in the average annualized base rental rates aand an overall strong occupancy ~~rate~~rate.

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

●•

The Company continued to execute both new leases and renewals at positive rental spreads, which contributed to the increase in the average annualized base rent per square foot. At December 31, ~~2015,~~2016, the Company had ~~841~~814 leases expiring in ~~2016,~~2017, with an average base rent per square foot of ~~$15.64.~~$14.68. For the comparable leases executed in the first ~~nine months~~quarter of ~~2016,~~2017, the Company generated positive leasing spreads on a pro rata basis of ~~22.4%~~2.8% for new leases and ~~7.1%~~6.3% for renewals. Although these spreads are positive, the new lease spread of 2.8% is significantly below the full-year 2016

spread of 20.6%. The primary driver behind the below-average new lease spread in the first quarter of 2017 was a single anchor tenant lease executed at a Puerto Rico property to replace a dark but rent paying tenant. Excluding the impact of this lease, the first quarter new lease spreads were 15.8%, which is in line with historical averages. The Company’s leasing spread calculation only includes deals that were executed within one year of the date the prior tenant vacated. As a result, the Company believes its calculation is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

●

The Company leased approximately 7.3 million square feet in the first nine months of 2016, including 302 new leases and 654 renewals for a total of 956 leases. The Company has addressed substantially all of its 2016 lease expirations.

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

●

For new leases executed during the first nine months of 2016, the Company estimates it will expend a weighted-average cost of $4.73 per rentable square foot for tenant improvements and lease commissions over the lease term as compared to $4.89 for leases executed in 2015. The Company generally does not expend a significant amount of capital on lease renewals.

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

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

●

~~The Company’s total portfolio average annualized base rent per square foot increased to $14.72 at September 30, 2016, as compared to $14.48 at December 31, 2015, and $14.23 at September 30, 2015.~~

●

The aggregate occupancy of the Company’s operating shopping center portfolio remained strong at 93.0% at September 30, 2016, as compared to 93.3% at December 31, 2015, and 92.8% at September 30, 2015. The minor decrease in occupancy since the end of the prior year primarily is attributable to the unabsorbed vacancy resulting from The Sports Authority bankruptcy.

RESULTS OF OPERATIONS

Shopping center properties owned as of January 1, ~~2015,~~2016, but excluding properties under development or redevelopment and those sold by the Company, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

	Three Months							Three Months
	Ended September 30,							Ended March 31,
	2016		2015		$ Change			2017		2016		$ Change
Base and percentage rental revenues(A)	$	179,037	$	181,358	$	(2,321	)	$	168,928	$	179,303	$	(10,375	)
Recoveries from tenants(B)		59,743		61,915		(2,172	)		57,476		61,599		(4,123	)
Fee and other income(C)		15,020		13,862		1,158			14,017		13,521		496
Total revenues	$	253,800	$	257,135	$	(3,335	)	$	240,421	$	254,423	$	(14,002	)

	Nine Months
	Ended September 30,
	2016		2015		$ Change
Base and percentage rental revenues^(A)	$	538,058	$	544,175	$	(6,117	)
Recoveries from tenants^(B)		182,718		188,016		(5,298	)
Fee and other income^(C)		44,768		41,092		3,676
Total revenues	$	765,544	$	773,283	$	(7,739	)

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

	Increase (Decrease)			Increase (Decrease)
Acquisition of shopping centers	$	11.0		$	2.9
Comparable Portfolio Properties		11.4			3.7
Development or redevelopment properties		2.5			1.0
Disposition of shopping centers		(30.9	)		(17.1	)
Straight-line rents		(0.1	)		(0.9	)
Total	$	(6.1	)	$	(10.4	)

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

	Combined Shopping Center Portfolio September 30,						Wholly-Owned Shopping Centers September 30,						Joint Venture Shopping Centers September 30,						Combined Shopping Center Portfolio March 31,						Wholly-Owned Shopping Centers March 31,						Joint Venture Shopping Centers March 31,
	2016			2015			2016			2015			2016			2015			2017			2016			2017			2016			2017			2016
Centers owned		343			378			187			203			156			175			309			352			158			194			151			158
Aggregate occupancy rate		93.0	%		92.8	%		92.8	%		93.3	%		93.4	%		92.0	%		92.3	%		93.3	%		92.2	%		93.4	%		92.5	%		93.2	%
Average annualized base rent per occupied square foot⁽¹⁾	$	14.72		$	14.23		$	15.08		$	14.63		$	14.10		$	13.53		$	15.27		$	14.58		$	15.94		$	14.89		$	14.26		$	14.04

(1)

For the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the Comparable Portfolio Properties’ aggregate occupancy rate was ~~94.0%~~92.4% and ~~94.1%~~94.3%, respectively, and the average annualized base rent per occupied square foot was ~~$15.21~~$16.01 and ~~$14.49,~~$15.05, respectively. The ~~increase~~2017 occupancy rate reflects the unabsorbed vacancy resulting from 0.5 million square feet of GLA related to The Sports Authority and Golfsmith bankruptcies that occurred in the average annualized base rent per occupied square foot primarily was due to the recycling of capital from asset sales into the acquisition of Prime power centers (see Strategic Transaction Activity), as well as continued leasing of the existing portfolio at positive rental spreads.2016.

(B)

The decrease in recoveries from tenants primarily was driven by the net impact of disposition activity. Recoveries from tenants for the Comparable Portfolio Properties were approximately ~~94.5%~~92.8% and ~~93.6%~~96.1% of reimbursable operating expenses and real estate taxes for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively. The overall ~~increase in the recovery~~decreased percentage of recoveries from tenants primarily was attributable to the ~~disposition~~impact of ~~assets with lower recovery rates.~~the major tenant bankruptcies and related occupancy loss discussed above.

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

	Nine Months							Three Months
	Ended September 30,							Ended March 31,
	2016		2015		$ Change			2017		2016		$ Change
Management, development and other fee income⁽¹⁾	$	28.2	$	24.7	$	3.5		$	9.4	$	8.2	$	1.2
Ancillary and other property income		13.4		13.5		(0.1	)		4.3		4.1		0.2
Lease termination fees		3.2		2.3		0.9			0.2		1.2		(1.0	)
Other		—		0.6		(0.6	)		0.1		—		0.1
	$	44.8	$	41.1	$	3.7		$	14.0	$	13.5	$	0.5

(1)

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

Expenses from Operations (in thousands)

	Three Months							Three Months
	Ended September 30,							Ended March 31,
	2016		2015		$ Change			2017		2016		$ Change
Operating and maintenance(A)	$	31,269	$	35,963	$	(4,694	)	$	32,991	$	37,258	$	(4,267	)
Real estate taxes(A)		36,900		37,385		(485	)		34,329		35,784		(1,455	)
Impairment charges(B)		104,877		—		104,877			21,973		—		21,973
General and administrative(C)		18,785		17,596		1,189			31,072		17,876		13,196
Depreciation and amortization(A)		95,451		97,155		(1,704	)		90,884		96,902		(6,018	)
	$	287,282	$	188,099	$	99,183		$	211,249	$	187,820	$	23,429

	Nine Months
	Ended September 30,
	2016		2015		$ Change
Operating and maintenance^(A)	$	102,365	$	110,718	$	(8,353	)
Real estate taxes^(A)		110,710		112,811		(2,101	)
Impairment charges^(B)		104,877		279,021		(174,144	)
General and administrative^(C)		55,160		55,462		(302	)
Depreciation and amortization^(A)		290,051		299,470		(9,419	)
	$	663,163	$	857,482	$	(194,319	)

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

	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization			Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisition of shopping centers	$	1.3		$	2.3		$	6.7		$	0.5		$	0.4		$	2.2
Comparable Portfolio Properties		(2.7	)		2.3			(4.8	)		(0.5	)		1.6			(4.2	)
Development or redevelopment properties		0.6			0.1			(0.2	)		0.3			0.3			0.4
Disposition of shopping centers		(7.6	)		(6.8	)		(11.1	)		(4.6	)		(3.8	)		(4.4	)
	$	(8.4	)	$	(2.1	)	$	(9.4	)	$	(4.3	)	$	(1.5	)	$	(6.0	)

~~The decrease in depreciation~~Depreciation expense for ~~the~~ Comparable Portfolio Properties was ~~attributable~~lower in 2017, primarily as a result of accelerated depreciation charges in 2016 related to ~~assets becoming fully amortized~~changes in ~~2015, offset primarily by~~ the ~~write-off~~useful lives of ~~intangible assets associated with~~ certain ~~tenant bankruptcies.~~

assets.

(B)

The Company recorded impairment charges in ~~September 2016~~2017, primarily related to ~~19 operating~~two consolidated shopping centers as a result of a decision by senior management and the board of directors to increase the volume of asset sales over a 12 to 18-month period beyond the level contemplated in 2015 to achieve new deleveraging goals. The impairment charges in 2015 related to 25 operating

~~shopping centers and five parcels of land previously held for future development.~~center assets. Changes in (1) an asset’s expected future undiscounted cash flows due to changes in market conditions, (2) various courses of action that may occur or (3) holding periods each could result in the recognition of additional impairment charges.

(C)

General and administrative expenses were approximately ~~4.8%~~8.4% and ~~4.7%~~4.6% of total revenues, respectively, including total revenues of unconsolidated joint ventures and managed ~~assets,~~properties, for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~ 2016. The Company ~~continues~~recorded a separation charge aggregating $11.5 million, which is comprised of $9.4 million related to ~~expense certain internal leasing salaries, legal salaries~~the March 2, 2017, management transition and $2.1 million related ~~expenses~~to other contractual staffing reductions. The Company expects to record an additional $5 million charge in the second quarter of 2017 reflecting the remaining separation costs associated with ~~leasing and re-leasing~~the restructuring announced on April 3, 2017, which eliminated a total of ~~existing space. Upon adoption of the leasing standard in 2019, the Company expects that certain general and administrative expenses that are capitalized in 2016 may be required to be expensed.~~ 65 positions.

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

Other Income and Expenses (in thousands)

	Three Months									Three Months
	Ended September 30,									Ended March 31,
	2016			2015			$ Change			2017			2016			$ Change
Interest income(A)	$	9,304		$	7,331		$	1,973		$	8,392		$	9,050		$	(658	)
Interest expense(B)		(53,940	)		(58,217	)		4,277			(51,827	)		(57,897	)		6,070
Other income (expense), net		(384	)		(240	)		(144	)		(4	)		1,773			(1,777	)
	$	(45,020	)	$	(51,126	)	$	6,106		$	(43,439	)	$	(47,074	)	$	3,635

	Nine Months
	Ended September 30,
	2016			2015			$ Change
Interest income^(A)	$	27,800		$	21,703		$	6,097
Interest expense^(B)		(165,849	)		(182,524	)		16,675
Other income (expense), net^(C)		3,470			(1,300	)		4,770
	$	(134,579	)	$	(162,121	)	$	27,542

(A)

~~The increase in~~At March 31, 2017, the amount of interest income recognized in the first nine months of 2016 primarily is due to the increase in the composition of the preferred equity investments in the unconsolidated joint ventures with the Blackstone Group L.P. (“Blackstone”). The Company had a preferred ~~equity~~ investment of ~~$393.9~~$389.1 million plus ~~$8.4~~$6.2 million of accrued interest, ~~at September 30, 2016,~~which excludes a $76.0 million valuation allowance, with an annual interest rate of 8.5% due from its two joint ventures with ~~Blackstone.~~affiliates of Blackstone Group L.P. (“Blackstone”). As a result of the valuation allowances recorded, effective in March 2017, the Company will no longer recognize as interest income the 2.0% PIK component of the fixed distribution. The ~~weighted-average loan~~Company’s cash distributions from the securities remain unchanged and earn interest at 6.5%. Additionally, the amount of interest income recorded in future periods will be reduced due to repayment of a $30.6 million note receivable ~~outstanding and weighted-average interest rate, including loans~~in April 2017 that was scheduled to ~~affiliates, are as follows:~~mature in September 2017.

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2016			2015			2017			2016
Weighted-average loan receivable outstanding (in millions)	$	438.6		$	348.5		$	413.7		$	435.0
Weighted-average interest rate		8.5	%		8.5	%		8.3	%		8.5	%

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2016			2015			2017			2016
Weighted-average debt outstanding (in billions)	$	5.0		$	5.3		$	4.6		$	5.1
Weighted-average interest rate		4.4	%		4.9	%		4.5	%		4.6	%

The weighted-average interest rate (based on contractual rates and excluding ~~senior convertible debt accretion in 2015,~~ fair market value of adjustments and debt issuance costs) was ~~4.3%~~4.4% and 4.2% at ~~both September 30,~~March 31, 2017 and 2016, and 2015. The change in the weighted-average debt outstanding and weighted-average interest rate was the result of the Company’s disposition of assets with proceeds applied to repay outstanding indebtedness, as well as the focus on the repayment of higher interest rate debt.respectively.

Interest costs capitalized in conjunction with development and redevelopment projects and unconsolidated development and redevelopment joint venture interests were ~~$0.7 million and $2.6~~$0.4 million for the three ~~and nine~~ months ended ~~September 30, 2016, respectively, as~~March 31, 2017, compared to ~~$1.9~~$1.2 million ~~and $5.1 million, respectively,~~ for the comparable ~~periods~~period in ~~2015.~~2016. The

decrease in the amount of interest costs capitalized is a result of a change in the mix of active development projects year over year.

~~(C)~~

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

Nine Months

Ended September 30,

2016

2015

Other income (primarily insurance recovery), net
$
3.9

$
(0.4
)
Debt extinguishment costs, net

(0.4
)

(0.9
)

$
3.5

$
(1.3
)

Other Items (in thousands)

Three Months

Ended September 30,

2016

2015

$ Change

Equity in net (loss) income of joint ventures
$
(1,457
)

$
648

$
(2,105
)
Loss on sale and change in control of interests, net

(1,087
)

—

(1,087
)
Tax expense of taxable REIT subsidiaries and state franchise and
income taxes

(398
)

(528
)

130

Nine Months

Ended September 30,

2016

2015

$ Change

Equity in net income of joint ventures^(A)
$
14,081

$
2,351

$
11,730

(Loss) gain on sale and change in control of interests, net

(1,087
)

7,772

(8,859
)
Tax expense of taxable REIT subsidiaries and state franchise and
income taxes^(B)

(1,101
)

(6,001
)

4,900

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

(A)

The ~~increase~~decrease in equity in net income of joint ventures for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, compared to the prior-year period, primarily was athe result of impairment charges recorded aggregating $52.7 million on four assets, of which the ~~sale~~Company’s share was $2.9 million. In the first quarter of ~~11 assets by~~2016, one unconsolidated joint venture ~~in the first quarter of 2016,~~sold 11 assets of which the Company’s share of the gain was $13.5 million. This gain was partially offset by impairment charges recorded by another joint venture in September 2016, triggered by the expected sale of assets. The Company’s share of the impairment charge was $2.7 million. These jointJoint venture property sales could significantly impact the amount of income or loss recognized in future periods.

(B)

In the first quarter of 2017, the Company recorded a valuation allowance on its preferred equity investments. The ~~decrease~~valuation allowance is more fully described in ~~tax expense primarily is a result~~Note 2, “Investments in and Advances to Joint Ventures” of ~~a 2015 tax restructuring related to~~ the Company’s ~~assets in Puerto Rico.~~consolidated financial statements included herein.

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

	Three Months									Three Months
	Ended September 30,									Ended March 31,
	2016			2015			$ Change			2017			2016			$ Change
Gain on disposition of real estate, net(A)	$	21,368		$	41,793		$	(20,425	)	$	38,127		$	12,381		$	25,746
Income attributable to non-controlling interests, net		(284	)		(268	)		(16	)		(213	)		(300	)		87
Net (loss) income attributable to DDR(B)		(60,360	)		59,555			(119,915	)		(54,241	)		45,573			(99,814	)

	Nine Months
	Ended September 30,
	2016			2015			$ Change
Gain on disposition of real estate, net^(A)	$	47,470		$	78,154		$	(30,684	)
Income attributable to non-controlling interests, net		(894	)		(1,590	)		696
Net income (loss) attributable to DDR^(B)		26,271			(165,634	)		191,905

(A)

During the first ~~nine months~~quarter of ~~2016,~~2017, the Company sold ~~13 properties~~nine shopping centers and ~~additional non-income producing assets~~land for total gross proceeds of ~~$302.2~~$118.2 million. ~~These sales have not been classified as discontinued operations in the financial statements as these sales do not represent a strategic shift in the Company’s business plan.~~

(B)

The ~~increase~~decrease in net income attributable to DDR for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, compared to the prior-year comparable period, primarily was due to ~~lower~~a $76.0 million valuation allowance recorded on the Company’s preferred investments in its two joint ventures with Blackstone, an aggregate separation charge of $11.5 million associated primarily with executive management and a staff restructuring and higher impairment charges recorded in ~~2016, triggered~~2017, partially offset by a $38.1 million gain on the ~~Company’s asset disposition plans, in addition to the transactional impact~~sale of ~~the investment activity completed in 2015 and lower interest expense as a result of the repayment of higher interest rate debt through the use of proceeds from asset sales in 2015.~~real estate assets.

NON-GAAP FINANCIAL MEASURES

Definition and Basis of Presentation

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

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

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

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

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

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

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the

Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its ~~condensed~~ consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

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

	Three Months						Three Months
	Ended September 30,						Ended March 31,
	2016		2015		$ Change		2017		2016		$ Change
FFO attributable to common shareholders(A)	$	120.1	$	113.4	$	6.7	$	22,212	$	114,542	$	(92,330	)
Operating FFO attributable to common shareholders(B)		120.6		113.5		7.1		108,533		114,228		(5,695	)

	Nine Months
	Ended September 30,
	2016		2015		$ Change
FFO attributable to common shareholders^(A)	$	355.0	$	231.7	$	123.3
Operating FFO attributable to common shareholders^(B)		357.3		332.1		25.2

(A)

The ~~increase~~decrease in FFO for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, compared to the comparable period in ~~2015,~~2016, primarily was ~~due to less impairment charges of non-depreciable assets recorded in 2016 than the prior period, the transactional impact of the investment activity completed in 2015 and lower interest expense as~~ a result of a $76.0 million valuation allowance recorded on the ~~repayment~~Company’s preferred investment in two joint ventures in addition to an aggregate charge of ~~higher interest rate debt through the use of proceeds from asset sales in 2015.~~$11.5 million associated primarily with executive management transition and a recent staff restructuring.

(B)	The ~~increase~~decrease in Operating FFO for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, compared to the comparable period in ~~2015,~~2016, primarily was ~~due~~attributable to the ~~same factors impacting FFO.~~ dilutive impact of deleveraging through asset sales.

The Company’s reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in ~~millions)~~thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2016			2015			2016			2015			2017			2016
Net (loss) income attributable to common shareholders	$	(66.0	)	$	54.0		$	9.5		$	(182.4	)	$	(59,835	)	$	39,979
Depreciation and amortization of real estate investments		93.3			95.1			283.8			293.3			88,649			94,854
Equity in net loss (income) of joint ventures		1.4			(0.7	)		(14.1	)		(2.3	)		1,665			(14,421	)
Joint ventures' FFO^(A)		6.6			6.6			19.2			21.1			6,582			6,150
Non-controlling interests (OP Units)		0.1			0.1			0.2			0.6			76			76
Impairment of depreciable real estate assets		104.9			—			104.9			179.7			21,973		—
Gain on disposition of depreciable real estate		(20.2	)		(41.7	)		(48.5	)		(78.3	)		(36,898	)		(12,096	)
FFO attributable to common shareholders		120.1			113.4			355.0			231.7			22,212			114,542
Impairment charges – non-depreciable assets		—			—			—			99.3
Executive separation charges		—			—			—			2.3
Reserve of preferred equity interests														76,000		—
Separation charges														11,471		—
Transaction, debt extinguishment, litigation, other, net		0.5			0.1			0.5			1.6			(1	)		(29	)
Gain on sale and change in control of interests, net		—			—			—			(7.8	)
Tax expense (primarily Puerto Rico restructuring), net		—			—			(0.3	)		4.4
Loss on disposition of non-depreciable real estate, net		—			—			2.1			0.6
Equity in net loss of joint ventures														80		—
Gain on disposition of non-depreciable real estate, net														(1,229	)		(285	)
Non-operating items, net		0.5			0.1			2.3			100.4			86,321			(314	)
Operating FFO attributable to common shareholders	$	120.6		$	113.5		$	357.3		$	332.1		$	108,533		$	114,228

(A)

At ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the Company had an economic investment in unconsolidated joint venture interests related to ~~155~~150 and ~~174 operating~~157 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

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

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2016			2015			2016			2015			2017			2016
Net (loss) income attributable to unconsolidated joint ventures	$	(16.6	)	$	(7.3	)	$	25.8		$	(21.4	)	$	(52,377	)	$	47,305
Depreciation and amortization of real estate investments		48.0			49.9			146.0			158.2			45,096			49,035
Impairment of depreciable real estate assets		13.6			—			13.6			0.4			52,657			—
(Gain) loss on disposition of depreciable real estate, net		(0.7	)		2.6			(54.3	)		4.2
Loss (gain) on disposition of depreciable real estate, net														173			(53,483	)
FFO	$	44.3		$	45.2		$	131.1		$	141.4		$	45,549		$	42,857
FFO at DDR's ownership interests	$	6.6		$	6.6		$	19.2		$	21.1		$	6,582		$	6,150
Operating FFO at DDR's ownership interests	$	6.6		$	6.6		$	19.2		$	21.1		$	6,662		$	6,150

Other Data:
Straight-line rental revenue	$	0.7		$	0.3		$	2.3		$	2.3
DDR's proportionate share		—			(0.1	)		0.1			(0.1	)

LIQUIDITY, ~~AND~~ CAPITAL RESOURCES AND FINANCING ACTIVITIES

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

the Company.

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

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

Revolving Credit Facilities

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”). The Unsecured Credit Facility provides for borrowings of up to $750 million and includes an accordion feature for expansion of availability up to $1.25 billion upon the Company’s request, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level. The Company also maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for borrowings of up to $50 million (together with the Unsecured Credit Facility, the “Revolving Credit Facilities”). The Company’s borrowings under ~~these facilities~~the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR, plus ~~100 basis points~~a specified spread (1.0% at ~~September 30, 2016, subject to adjustment based~~March 31, 2017) or the prime rate, as defined in the respective facility. The specified spreads vary depending on the Company’s ~~current corporate credit~~long-term senior unsecured debt ratings from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s (“S&P”).

The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness ~~is,~~are, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants, the occurrence of a material adverse effect on the Company and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding, and/or an acceleration of any outstanding borrowings may occur. As of ~~September 30, 2016,~~March 31, 2017, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. The Company believes it will continue to be able to operate in compliance with these covenants in ~~2016~~2017 and beyond.

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

The Company expects to fund its obligations from available cash, current operations and utilization of its Revolving Credit Facilities; however, the Company may issue long-term debt and/or equity securities in lieu of, or in addition to, borrowing under its Revolving Credit Facilities. The following information summarizes the availability of the Revolving Credit Facilities at ~~September 30, 2016~~March 31, 2017 (in millions):

Cash and Cash Equivalents	$	20.7		$	19.7
Revolving Credit Facilities	$	800.0		$	800.0
Less:
Amount outstanding		(310.0	)		(90.0	)
Letters of credit		(1.1	)		(0.8	)
Borrowing capacity available	$	488.9		$	709.2

~~The Company has a $250 million continuous equity program. At October 31, 2016, the Company had $250.0 million available for the future issuance of common shares under that program.~~

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

~~As of November 1, 2016,~~Equity

The Company has a $250 million continuous equity program. At April 30, 2017, the Company had ~~addressed all 2016~~$250.0 million available for the future issuance of common shares under that program.

Consolidated Indebtedness – as of March 31, 2017

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

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

(A)

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

(B)

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

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

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

Management believes the scheduled debt maturities in 2017 ~~debt maturities.~~and in future years are manageable. The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company ~~continues~~seeks to ~~evaluate~~manage its debt maturities ~~with the goal of~~through executing a strategy to lower leverage, extend debt duration, increase liquidity and improve the Company’s credit ~~ratings~~profile with the ~~goal~~focus of lowering the Company's balance sheet risk and cost of capital.

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

~~At September 30, 2016,~~The debt maturities of the Company’s unconsolidated joint ventures ~~have $641.1 million of debt maturing in 2016,~~through at March 31, 2017, and forecasted thirteen months (April 2018), are as follows (in millions):

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

(A)

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

(B)

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

(C)

Expected to be refinanced.

It is ~~$32.1 million. In November 2016, $4.7 million of mortgage debt was repaid. The Company expects~~expected that the joint ventures ~~to refinance,~~will fund these obligations from refinancing opportunities, including ~~through~~extension options, ~~to extend,~~or possible asset sales. No assurance can be provided that these ~~obligations.~~

obligations will be refinanced or repaid as currently anticipated.

Cash Flow Activity

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

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2016			2015			2017			2016
Cash flow provided by operating activities	$	349,981		$	300,901		$	91,907		$	81,798
Cash flow provided by (used for) investing activities		32,876			(54,537	)
Cash flow (used for) provided by investing activities								(19,435	)		97,086
Cash flow used for financing activities		(384,617	)		(246,418	)		(45,396	)		(177,171	)

Changes in cash flow for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, compared to the ~~prior-year~~prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased ~~$49.1~~$10.1 million, primarily due to the following:

~~Increase of $16.8 million due to Puerto Rico tax restructuring costs paid in 2015,~~Reduced interest payments

~~Increase due to reduced interest payments and~~

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

Investing Activities: Cash ~~provided by~~used for investing activities increased ~~$87.4~~$116.5 million, primarily due to the following:

~~Increase~~Lower proceeds of ~~$88.9~~$73.6 million ~~due to lower~~from disposition of real estate ~~acquisitions and development spending~~ in ~~2016.~~2017,

Lower distributions from joint ventures of $14.2 million

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

Greater expenditure on acquisitions in 2017 of $26.1 million.

Financing Activities: Cash used for financing activities ~~increased $138.2~~decreased $131.8 million, primarily due to the following:

~~Increase~~Net decrease of ~~$21.5~~$134.5 million ~~due to higher quarterly dividend payments~~in debt repayments and

Increase of ~~$131.7~~$6.6 million ~~from the net repayment of indebtedness.~~in dividend payments.

Dividend Distribution

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared common and preferred share cash dividends of ~~$225.3~~$75.4 million for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, as compared to ~~$203.8~~$75.1 million for the same period in ~~2015.~~2016. Because actual distributions were greater than 100% of taxable income, federal income taxes were not incurred by the Company in the first ~~nine months~~quarter of ~~2016.~~

2017.

The Company declared a quarterly dividend of $0.19 per common share for ~~each of~~ the first ~~three quarters~~quarter of ~~2016.~~2017. The Board of Directors of the Company expects to continue to monitor the ~~2016~~2017 dividend policy and provide for adjustments as determined to be in the best interests of the Company and its shareholders to maximize the Company’s free cash flow while still adhering to REIT payout requirements.

SOURCES AND USES OF CAPITAL

Strategic Transaction Activity

~~The~~Although the Company ~~has been following~~is still in the process of finalizing its ~~portfolio management strategy~~overall strategic plan and key objectives, it remains committed to recycle capital from lower quality, lower growth potential assets into Prime assets located in large and supply-constrained markets occupied by high credit quality retailers, as well as to lower leverage. Transactions are completed both onstrengthening the balance sheet, improving liquidity and ~~through off-balance sheet joint venture arrangements with top tier, well capitalized partners.~~

lowering its risk profile. Asset sales continue to represent a potential source of proceeds to be used to achieve these objectives.

Acquisitions

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

Dispositions

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

During the ~~nine~~three months ended ~~September 30, 2016, the Company acquired two Prime assets (Phoenix, Arizona, and Portland, Oregon) for a gross aggregate purchase price of $146.8 million.~~

~~Dispositions~~

~~In October 2016,~~March 31, 2017, the Company sold ~~18 wholly-owned operating assets for an aggregate sale price of $483.5 million.~~

~~During the~~ nine ~~months ended September 30, 2016, the Company sold 13~~ shopping center properties, aggregating ~~2.2~~1.5 million square feet, ~~plus non-income producing assets~~and two land parcels, for an aggregate ~~sale~~sales price of ~~$302.2~~$118.2 million. The Company recorded a net gain of ~~$47.5~~$38.1 million. In addition, ~~two~~one of the Company’s unconsolidated joint ventures sold ~~13 assets generating gross proceeds of $177.1 million, of which the Company’s proportionate share was $34.4~~one shopping center property for $5.5 million.

The Company sold one additional shopping center in April 2017 for $18 million.

Development and Redevelopment Opportunities

One of the important benefits of the Company’s asset class is the ability to phase development and redevelopment projects over time until appropriate leasing levels can be achieved. To maximize the return on capital spending, the Company has generally ~~adheres~~adhered to strict investment criteria thresholds. ~~The Company also evaluates~~A key component to the ~~credit quality~~Company’s strategic plan will be the evaluation of additional redevelopment potential within the portfolio, particularly as it relates to the efficient use of the real estate and the Company’s ratio of big box tenants ~~and, in the case of redevelopments, generally seeks to upgrade the retailer merchandise mix. The Company applies this strategy to both its consolidated and certain~~

unconsolidated joint ventures that own assets under development and redevelopment because the Company has significant influence and, in most cases, approval rights over decisions relating to significant capital expenditures.

versus small shop tenant space.

The Company will generally commence construction on various developments and redevelopments only after substantial tenant leasing has ~~occurred and acceptable construction financing is available.~~occurred. The Company will continue to closely monitor its expected spending ~~for the remainder of 2016 and into~~in 2017 for ~~developments and~~ redevelopments, as the Company considers this funding to be discretionary spending. The Company does not anticipate expending significant funds on joint venture ~~development~~redevelopment projects in ~~2016.~~

2017.

The Company’s consolidated land holdings are classified in two separate line items on the Company’s consolidated balance sheets included herein, (i) Land and (ii) Construction in Progress and Land. At ~~September 30, 2016,~~March 31, 2017, the ~~$2.1~~$2.0 billion of Land primarily consisted of land that is part of the Company’s ~~operating~~ shopping center portfolio. However, this amount also includes a small portion of vacant land composed primarily of outlots or expansion pads adjacent to the shopping center properties. Approximately ~~128~~141 acres of this land, which has a recorded cost basis of approximately ~~$19~~$18 million, is available for future development.

Included in Construction in Progress and Land at ~~September 30, 2016,~~March 31, 2017, were $30 million of recorded costs related to undeveloped land for which active construction has not yet commenced or was previously ceased. The Company evaluates its intentions with respect to these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value when the expected undiscounted cash flows are less than the asset’s carrying value. ~~In 2015, the Company determined it would no longer pursue the development of certain of these assets.~~

Development and Redevelopment Projects

As part of its portfolio management strategy to develop, expand, improve and re-tenant various properties, at March 31, 2017, the Company has ~~at September 30, 2016,~~ invested approximately ~~$260~~$148 million in various consolidated active development and redevelopment projects and expects to bring at least ~~$190~~$80 million of ~~investments in~~development into service in ~~2016~~2017 on a net basis, after deducting sales proceeds from outlot sales.

At ~~September 30, 2016,~~March 31, 2017, the Company had ~~one~~no significant consolidated development ~~project, which was as follows (dollars in millions and GLA in thousands):~~projects.

Location

Estimated/Actual
Initial Owned
Anchor
Opening

Estimated
Owned GLA

Estimated
Gross Cost

Estimated
Net Cost

Net Cost
Incurred at
September 30, 2016

Guilford Commons (New Haven, Connecticut)

4Q15

130

$
69

$
69

$
68

The Company’s redevelopment projects are typically substantially complete within a year of the construction commencement date. ~~The Company sold its major redevelopment asset in Pasadena, California, in January 2016 for a net gain that had net costs incurred of $20.7 million at the time of sale.~~ At ~~September 30, 2016,~~March 31, 2017, the Company’s significant consolidated redevelopment projects were as follows (in ~~millions)~~thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at September 30, 2016		Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at March 31, 2017
The Pike Outlets (Los Angeles, California)	3Q15	$	66	$	52
Lee Vista Promenade (Orlando, Florida)						1Q19	$	39,342	$	18,865
Kenwood Square (Cincinnati, Ohio)	4Q17		31		21	2Q18		31,171		20,166
West Bay Plaza (Cleveland, Ohio)						3Q19		27,792		1,228
Belgate (expansion) (Charlotte, North Carolina)	4Q17		24		17	4Q17		25,788		17,104
Bermuda Square (Richmond, Virginia)	4Q17		19		13	4Q18		18,675		13,004
Plaza del Sol (expansion) (San Juan, Puerto Rico)	4Q17		12		3	4Q17		11,818		8,523
Other Redevelopments	N/A		100		33
Total		$	252	$	139		$	154,586	$	78,890

For redevelopment assets completed in ~~2016,~~2017, the assets placed in service were completed at a cost of approximately ~~$126~~$130 per square ~~foot, excluding The Pike Outlets, which is a larger scale project (completed at a cost of approximately $309 per square foot).~~foot.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has a number of off-balance sheet joint ventures ~~and other unconsolidated entities~~ with varying economic structures. Through these interests, the Company has investments in operating properties and one development project. Such arrangements are generally with institutional investors located throughout the United States.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $2.9 billion and $3.1 billion at ~~both September 30,~~March 31, 2017 and 2016, ~~and 2015~~respectively (see Item 3. Quantitative and Qualitative Disclosures About Market Risk). Such mortgages are generally non-recourse to the Company and its partners; however, certain mortgages may have recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

CAPITALIZATION

At ~~September 30, 2016,~~March 31, 2017, the Company’s capitalization consisted of ~~$5.0~~$4.5 billion of debt, $350.0 million of preferred shares and ~~$6.4~~$4.6 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by ~~$17.43,~~$12.53, the closing price of the Company’s common shares on the New York Stock Exchange at ~~September 30, 2016)~~March 31, 2017), resulting in a debt to total market capitalization ratio of ~~0.43~~0.48 to 1.0, as compared to the ratio of ~~0.47~~0.42 to 1.0 at ~~September 30, 2015.~~March 31, 2016. The closing price of the common shares on the New York Stock Exchange was ~~$15.38~~$17.79 at ~~September 30, 2015.~~March 31, 2016. The Company’s total debt consisted of the following (in billions):

	September 30,				March 31,
	2016		2015		2017		2016
Fixed-rate debt^(A)	$	4.0	$	4.2	$	3.8	$	4.0
Variable-rate debt		1.0		1.0		0.7		1.0
	$	5.0	$	5.2	$	4.5	$	5.0

(A)	Includes ~~$77.3~~$76.5 million and ~~$78.9~~$78.1 million of variable-rate debt that had been effectively swapped to a fixed rate through the use of interest rate derivative contracts at ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively.

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

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

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

AsAt March 31, 2017, the Company’s 2017 debt maturities consisted of ~~November 1, 2016,~~$300.0 million of senior unsecured notes, a $400.0 million unsecured term loan, a $200.0 million secured term loan and $128.2 million of consolidated mortgage debt. In April 2017, the senior unsecured notes were repaid using availability under the Company’s Revolving Credit Facilities and the $400.0 million unsecured term loan was extended to April 2018. The Company ~~had addressed all~~expects to fund these remaining obligations from utilization of its ~~2016 consolidated~~Revolving Credit Facilities, proceeds from asset sales, cash flow from operations and/or additional debt ~~maturities and continues to focus on its 2017 debt maturities.~~ or equity financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

In conjunction with the development and redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately ~~$10.7~~$7.1 million for its consolidated properties at ~~September 30, 2016.~~March 31, 2017. These obligations, composed principally of construction contracts, are generally due inwithin 12 to 24 months, as the related construction costs are incurred,

and are expected to be financed through operating cash flow, new or existing construction loans, asset sales or Revolving Credit Facilities.

At September 30, 2016, the Company had letters of credit outstanding of $26.3 million. The Company has not recorded any obligations associated with these letters of credit, the majority of which are collateral for existing indebtedness and other obligations of the Company.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. ~~At September 30, 2016, the Company had~~The Company’s purchase order obligations ~~typically payable within one year, aggregating approximately $5.3 million~~ related to the maintenance of its properties and general and administrative ~~expenses.~~

expenses are typically payable within one year and are not a material amount.

INFLATION

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

ECONOMIC CONDITIONS

The Company continues to believe there is a favorable landlord dynamic in the supply-and-demand curve for quality locations within well-positioned shopping centers. Many retailers have aggressive store opening ~~plans for the remainder of 2016 and 2017. Further, the Company continues~~ to see strong demand from a broad range of retailers for its space, particularly in the off-price sector, which is a reflection of the general outlook of consumers who are demanding more value for their dollars. This is evidenced by the continued high volume of leasing activity, which was over seven million square feet of space for new leases and renewals for the first nine months of 2016, as well as 11 million square feet of space for new leases and renewals for the year ended December 31, 2015. The Company also benefits from its real estate asset class (shopping centers), which typically has a higher return on capital expenditures, as well as a diversified tenant base, with only three tenants whose annualized rental revenue equals or exceeds 3% of annualized consolidated revenues and the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 3.9%, Bed Bath & Beyond at 3.4% and Walmart at 3.2%). Other significant tenants include Target, Kohl’s, PetSmart, Dick’s Sporting Goods, Ross Stores, Lowe’s and Publix, all of which have relatively strong credit ratings, remain well-capitalized and have outperformed other retail categories on a relative basis over time. In addition, several of the Company’s big box tenants (Dick’s Sporting Goods, Walmart, TJX Companies, Target and Bed Bath & Beyond) have been rapidly growing their omni-channel platform, creating positive sales growth. The Company believes these tenants will continue providing it with a stable revenue base for the foreseeable future, given the long-term nature of these leases. Moreover, the majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus toward value and convenience, versus high-priced discretionary luxury items, which the Company believes will enable many of its tenants to outperform even in a challenging economic environment.

The retail shopping sector continues to be affected by the competitive nature of the retail business including the impact of internet shopping and the competition for market share, as well as general economic conditions, where stronger retailers have out-positioned some of the weaker retailers. These shifts can force some market share away from weaker retailers, which could require them to downsize and close stores and/or declare bankruptcy. In many cases, the loss of a weaker tenant or downsizing of space creates a value-add opportunity to re-lease space at higher rents to a stronger retailer. Overall, the Company believes its portfolio remained stable at ~~September 30, 2016,~~March 31, 2017, as evidenced by the consistency in the occupancy rate as further described below. However, there can be no assurance that the loss of a tenant or ~~down-sizing~~downsizing of space will not adversely affect the Company in the future (see Item 1A. Risk Factors in the Company’s Annual Report on

Form 10-K for the year ended December 31, ~~2015)~~2016).

Despite the recent tenant bankruptcies, the Company continues to believe there is retailer demand for quality locations within well-positioned shopping centers. Further, the Company continues to see strong demand from a broad range of retailers for its space, particularly in the off-price sector, which is a reflection of the general outlook of consumers who are demanding more value for their dollars. Many of these retailers have store opening plans for 2017 and 2018. This is evidenced by the continued volume of leasing activity, which was almost two million square feet of space for new leases and renewals for the first quarter of 2017, as well as approximately nine million square feet of space for new leases and renewals for the year ended December 31, 2016. The Company also benefits from its real estate asset class (shopping centers), which typically has a higher return on capital expenditures, as well as a diversified tenant base, with only two tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 3.9% and Bed Bath & Beyond at 3.3%). Other significant tenants include Walmart, Target, PetSmart, Dick’s Sporting Goods, Ross Stores, AMC Theatres, Lowe’s, Ulta and Publix, all of which have relatively strong credit ratings, remain well-capitalized and have outperformed other retail categories on a relative basis over time. In addition, several of the Company’s big box tenants (Dick’s Sporting Goods, Walmart, TJX Companies and Target) have been adapting to an omni-channel retail environment, creating positive same-store sales growth over the prior few years. The Company believes these tenants will continue providing it with a stable revenue base for the foreseeable future, given the long-term nature of these leases. Moreover, the majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus toward value and convenience, versus high-priced discretionary luxury items, which the Company believes will enable many of its tenants to outperform even in a challenging economic environment.

The Company believes that the quality of its shopping center portfolio is strong, as evidenced by the high historical occupancy rates and consistent growth in the average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 92% to 96% since the Company’s initial public offering in 1993. The shopping center portfolio occupancy was ~~93.0%~~92.3% at ~~September 30, 2016,~~March 31, 2017, and 93.3% at December 31, ~~2015,~~2016 and ~~92.8% at September 30, 2015.~~March 31, 2016. The ~~minor~~net decrease in occupancy in ~~2016 since~~ the ~~end~~first quarter of 2017 primarily was attributed to expiring anchor leases that were not renewed and tenant bankruptcies, as well as the ~~prior year primarily is attributable to~~impact of asset sales with rates that were slightly above the ~~unabsorbed vacancy resulting from The Sports Authority bankruptcy.~~portfolio average occupancy. The total portfolio average annualized base rent per occupied square foot was ~~$14.72~~$15.27 at ~~September 30, 2016,~~March 31, 2017, as compared to ~~$14.48~~$15.00 at December 31, ~~2015,~~2016, and ~~$14.23~~$14.58 at ~~September 30, 2015.~~March 31, 2016. The increase primarily was due to the ~~Company’s strategic portfolio realignment achieved through the recycling of capital from the~~ sale of lower quality assets ~~into~~and the acquisition of ~~Prime power~~shopping centers with higher growth potential, as well as continued lease up and renewal of the existing portfolio at positive rental spreads. Moreover, the Company has been able to achieve these results without significant capital investment in tenant improvements or leasing

commissions. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the ~~third~~first quarter of ~~2016~~2017 was only ~~$4.73~~$3.51 per rentable square foot. The Company generally does not expend a significant amount of capital on lease renewals. The quality of the property revenue stream is high and consistent, as it is generally derived from retailers with good credit profiles under long-term leases, with very little reliance on overage rents generated by tenant sales performance. The

Company is very conscious of and sensitive to the risks posed by the economy, but believes that the position of its portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through potentially challenging economic times.

The Company owns 14 assets on the island of Puerto Rico aggregating 4.8 million square feet of Company-owned GLA. These assets represent ~~7.5%~~11.7% of the Company’s ~~annualized~~total consolidated ~~revenues~~revenue and 13.7% of the Company’s consolidated property revenue less property expenses (i.e., property net operating income) for ~~its portfolio at 100% and 5.9%~~the three months ended March 31, 2017. Additionally, these assets account for 6.5% of Company-owned GLA, including the unconsolidated joint ventures at ~~September 30, 2016.~~March 31, 2017. There is concern about the status of the Puerto Rican economy, the ability of the government of Puerto Rico to meet its financial obligations and the impact of any government default on the economy of Puerto Rico. ~~The~~However, the Company ~~however,~~ believes that its assets are well positioned to withstand continuing recessionary pressures and represent a source of stable, ~~high quality~~high-quality cash flow because the tenants in these assets (many of which are U.S. retailers such as Walmart and TJX ~~Companies, PetSmart and Bed Bath & Beyond)~~Companies) typically cater to the local consumer’s desire for value and convenience and often provide consumers with day-to-day necessities. ~~However, there~~Nonetheless, the Company’s Board of Directors and management continue to evaluate its investment in the 14 assets and may determine to dispose of all or a portion of these assets. There can be no assurance that the economic conditions in Puerto Rico will not deteriorate further, which could materially and negatively impact consumer spending and ultimately adversely affect the ~~Company~~Company’s assets in Puerto Rico or its ability to dispose of the properties on commercially reasonable terms, or at all (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015)~~2016). ~~The Company is regularly monitoring developments in Puerto Rico and routinely re-evaluates its strategic objectives and options with respect to its assets in Puerto Rico.~~

NEW ACCOUNTING STANDARDS

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

FORWARD-LOOKING STATEMENTS

Management’s discussion and analysis should be read in conjunction with the Company’s ~~condensed~~ consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s ~~condensed~~ consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to Item 1A. Risk Factors in the Company’s Annual Report on

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

2016.

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

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

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

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

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

•

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

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

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

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

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

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

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

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

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

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

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

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

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

•

cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments if a loss in the carrying value of the investment is realized;

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

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

The Company may not realize anticipated returns from its real estate assets outside the contiguous United States (the Company owns ~~significant~~14 assets in Puerto Rico), which may carry risks in addition to those the Company faces with its domestic properties and operations. To the extent the Company pursues opportunities that may subject the Company to different or greater risks than those associated with its domestic operations, including cultural and consumer differences and differences in applicable laws and political and economic environments, these risks could significantly increase and adversely affect its results of operations and financial condition;

The Company is subject to potential environmental liabilities;

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

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

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

~~ITEM~~ITEM 3.

QUANTITATIVE AND ~~QUALITATIVE~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt (adjusted to reflect the ~~$77.3~~$76.5 million and ~~$78.5~~$76.9 million of variable-rate debt, respectively, that LIBOR was swapped to at a fixed rate of 2.8%, at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015)~~2016), is summarized as follows:

	September 30, 2016										December 31, 2015										March 31, 2017										December 31, 2016
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	3,981.4		4.6		4.9	%		80.2	%	$	4,254.5		5.1		5.2	%		82.8	%	$	3,830.0		4.3		4.9	%		84.7	%	$	3,869.5		4.5		4.9	%		86.1	%
Variable-Rate Debt	$	985.0		1.2		1.7	%		19.8	%	$	885.0		1.7		1.6	%		17.2	%	$	690.9		0.6		2.1	%		15.3	%	$	624.5		0.3		1.9	%		13.9	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value, adjusted to reflect the $42.0 million of variable-rate debt ($2.1 million at the Company’s proportionate share) that LIBOR was swapped to at a fixed rate of 1.9% at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, is summarized as follows:

	September 30, 2016									December 31, 2015									March 31, 2017									December 31, 2016
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity Years		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity Years		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate
Fixed-Rate Debt	$	2,042.2	$	331.6		1.7		5.4	%	$	2,185.7	$	356.5		2.4		5.3	%	$	1,676.4	$	282.8		2.2		5.2	%	$	1,808.1	$	298.3		1.6		5.4	%
Variable-Rate Debt	$	1,053.2	$	88.6		1.4		2.3	%	$	991.9	$	85.4		2.2		2.0	%	$	1,222.2	$	114.4		1.6		2.8	%	$	1,226.3	$	114.6		1.9		2.6	%

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

The interest rate risk on ~~a portion of the Company’s and its unconsolidated joint ventures’~~ variable-rate debt described above has been mitigated through the use of interest rate swap agreements (the “Swaps”) with major financial institutions. At September 30, 2016 and December 31, 2015, the interest rate on the Company’s $77.3 million and $78.5 million consolidated floating rate debt, respectively, was swapped to a fixed rate. At September 30, 2016 and December 31, 2015, the interest rate on $42.0 million of unconsolidated joint venture floating rate debt (of which $2.1 million is the Company’s proportionate share) was swapped to a fixed rate. The Company is

exposed to credit risk in the event of nonperformance by the counterparties to the Swaps. The Company believes it mitigates its credit risk by entering into Swaps with major financial institutions.

The carrying value ofand the Company’s fixed-rate debt is adjusted to include the $77.3 million and $78.5 million of variable-rate debt that was swapped to a fixed rate at September 30, 2016 and December 31, 2015, respectively. The fair value of the Company’s fixed-rate debt is adjusted to (i) include the Swaps reflected in the carrying value and (ii) include the Company’s proportionate share of the joint venture fixed-rate debt. An estimate of the effect of a 100 basis-point increase at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, is summarized as follows (in millions):

	September 30, 2016								December 31, 2015								March 31, 2017						December 31, 2016
	Carrying Value		Fair Value			100 Basis-Point Increase in Market Interest Rate			Carrying Value		Fair Value			100 Basis-Point Increase in Market Interest Rate			Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate		Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate
Company's fixed-rate debt	$	3,981.4	$	4,249.3	^(A)	$	4,086.0	^(B)	$	4,254.5	$	4,451.5	^(A)	$	4,271.3	^(B)	$	3,830.0	$	3,971.1	$	3,830.7	$	3,869.5	$	4,044.2	$	3,895.0
Company's proportionate share of joint venture fixed-rate debt	$	331.6	$	341.3		$	336.1		$	356.5	$	367.8		$	360.0		$	282.8	$	283.3	$	278.5	$	298.3	$	305.1	$	300.8

~~(A)~~

~~Includes the fair value of Swaps, which was a liability of $1.5 million and $2.5 million at September 30, 2016 and December 31, 2015, respectively.~~

~~(B)~~

~~Includes the fair value of Swaps, which was a liability of $0.8 million and $1.2 million at September 30, 2016 and December 31, 2015, respectively.~~

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

Further, a 100 basis-point increase in short-term market interest rates on variable-rate debt at ~~September 30, 2016,~~March 31, 2017, would result in an increase in interest expense of approximately ~~$7.4~~$1.7 million for the Company and ~~$0.7~~$0.3 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. The estimated increase in interest expense for the year does not give effect to possible changes in the daily balance of the Company’s or joint ventures’ outstanding variable-rate debt.

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of ~~September 30, 2016,~~March 31, 2017, the Company had no other material exposure to market risk.

ITEM 4.

CONTROLS AND PROCEDURES

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

During the three months ended ~~September 30, 2016,~~March 31, 2017, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

3935

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

None.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

(a)

(b)

(c)

(d)

Total
Number of
Shares
Purchased⁽¹⁾

Average
Price Paid
per Share

Total Number
of Shares Purchased
as Part of
Publicly Announced
Plans or Programs

Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
be Purchased Under
the Plans or Programs

July 1–31, 2016

13,299

$
19.63

—

—

August 1–31, 2016

1,949

19.47

—

—

September 1–30, 2016

332

18.91

—

—

Total

15,580

$
19.60

—

—

	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1–31, 2017		761	$	15.27		—		—
February 1–28, 2017		134,088		15.03		—		—
March 1–31, 2017		11,712		14.13		—		—
Total		146,561	$	14.96		—		—

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

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

4036

ITEM 6.

EXHIBITS

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

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

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

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

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

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

10.5		Form of Restricted Share Units Award Memorandum – COO

10.6		Form of Performance Shares Award Memorandum – CEO & CFO

10.7		Form of Performance Shares Award Memorandum – COO

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

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

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

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

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

32.2		Certification of ~~interim~~ chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002¹

101.INS		XBRL Instance Document²

101.SCH		XBRL Taxonomy Extension Schema Document²

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document²

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document²

101.LAB		XBRL Taxonomy Extension Label Linkbase Document²

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document²

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

2	Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, (ii) Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ (iii) Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ (iv) Consolidated Statement of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2016,~~March 31, 2017, (v) Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ and (vi) Notes to Condensed Consolidated Financial Statements.

4137

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

4238

EXHIBIT INDEX

Exhibit No.
Under Reg. S-K
Item 601

Form 10-Q
Exhibit No.

Description

Filed Herewith or
Incorporated Herein by
Reference

31

31.1

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

Filed herewith

31

31.2

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

Filed herewith

32

32.1

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

Filed herewith

32

32.2

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

Filed herewith

101

101.INS

XBRL Instance Document

Submitted electronically herewith

101

101.SCH

XBRL Taxonomy Extension Schema Document

Submitted electronically herewith

101

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Submitted electronically herewith

101

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Submitted electronically herewith

101

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Submitted electronically herewith

101

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Submitted electronically herewith


Exhibit No. Under Reg. S-K Item 601	Form 10-Q Exhibit No.	Description	Filed or Furnished Herewith or Incorporated Herein by Reference

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

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

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

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

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

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

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

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

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

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

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

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

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

32	32.1	Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002	Submitted electronically herewith

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

Exhibit No.
Under Reg. S-K
Item 601

Form 10-Q
Exhibit No.

Description

Filed or Furnished Herewith or
Incorporated Herein by
Reference

101

101.INS

XBRL Instance Document

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company