10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

¨ 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Shares, Par Value $0.10 Per Share	New York Stock Exchange
Depositary Shares, each representing 1/20 of a share of 7.375% Class H Cumulative Redeemable Preferred Shares without Par Value	New York Stock Exchange
Depositary Shares, each representing 1/20 of a share of 6.5% Class J Cumulative Redeemable Preferred Shares without Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ        No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨        No  þ

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  þ        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  þ        No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

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

Large accelerated filer  þ	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
	(Do not check if a smaller reporting company)

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

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2012, was $3.5 billion.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

315,003,994 common shares outstanding as of February 15, 2013

DOCUMENTS INCORPORATED BY REFERENCE

The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2013 Annual Meeting of Shareholders.

TABLE OF CONTENTS

Item No.		Report Page
PART I
1.	Business		3
1A.	Risk Factors		6
1B.	Unresolved Staff Comments		17
2.	Properties		17
3.	Legal Proceedings		42
4.	Mine Safety Disclosures		43
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		45
6.	Selected Financial Data		47
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
7A.	Quantitative and Qualitative Disclosures About Market Risk		86
8.	Financial Statements and Supplementary Data		88
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		88
9A.	Controls and Procedures		88
9B.	Other Information		88
PART III
10.	Directors, Executive Officers and Corporate Governance		89
11.	Executive Compensation		89
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		90
13.	Certain Relationships and Related Transactions, and Director Independence		90
14.	Principal Accountant Fees and Services		90
PART IV
15.	Exhibits and Financial Statement Schedules		91

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PART I

Item 1. BUSINESS

General Development of Business

DDR Corp., an Ohio corporation (the “Company” or “DDR”), a self-administered and self-managed real estate investment trust (“REIT”), is in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, the Company engages in the origination and acquisition of loans and debt securities, which are generally collateralized directly or indirectly by shopping centers. Unless otherwise provided, references herein to the Company or DDR include DDR Corp., its wholly-owned and majority-owned subsidiaries and its consolidated and unconsolidated joint ventures.

The Company is self-administered and self-managed and, therefore, does not engage or pay a REIT advisor. The Company manages substantially all of the Portfolio Properties as defined herein. At December 31, 2012, the Company owned more than 115 million total square feet of gross leasable area (“GLA”). These amounts do not include 44 assets that the Company has not managed since January 1, 2012, 40 of which the Company does not have an economic interest.

Financial Information About Industry Segments

The Company is in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, the Company engages in the origination and acquisition of loans and debt securities, which are generally collateralized directly or indirectly by shopping centers. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain information regarding the Company’s reportable segments, which is incorporated herein by reference to such information.

Narrative Description of Business

The Company’s portfolio as of February 15, 2013, consisted of 450 shopping centers (including 206 centers owned through unconsolidated joint ventures and three centers that are otherwise consolidated by the Company) and more than 1,500 acres of undeveloped land (of which approximately 110 acres are owned through unconsolidated joint ventures). The shopping centers and land are collectively referred to as the “Portfolio Properties.” The shopping center properties consist of shopping centers, and to a lesser extent, enclosed malls and lifestyle centers. From January 1, 2010, to February 15, 2013, the Company acquired 61 shopping centers (seven of which were acquired from unconsolidated joint ventures and 46 of which were acquired by one unconsolidated joint venture) containing an aggregate of 16.0 million square feet of GLA owned by the Company for an aggregate purchase price of $2.4 billion. From January 1, 2010, to February 15, 2013, the Company sold 148 shopping centers (including 52 properties owned through unconsolidated joint ventures) containing an aggregate of 18.0 million square feet of GLA owned by the Company for an aggregate sales price of $1.5 billion.

At December 31, 2012, the Company had 14 assets under development and/or redevelopment (consisting of 11 wholly-owned shopping centers and three joint venture shopping centers).

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The following tables present the operating statistics 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.

	Shopping  Center Portfolio(1) December 31,
	2012			2011
Centers owned		452			432
Aggregate occupancy rate		91.5	%		89.1	%
Average annualized base rent per occupied square foot (1)	$	13.66	(2)	$	13.81

	Wholly-Owned Shopping Centers December 31,						Joint Venture Shopping Centers(1) December 31,
	2012			2011			2012			2011
Centers owned		243			253			206			177
Centers owned through consolidated joint ventures		N/A			N/A			3			2
Aggregate occupancy rate		91.9	%		88.8	%		90.9	%		89.5	%
Average annualized base rent per occupied square foot	$	12.92		$	12.26		$	14.58	(2)	$	15.93

⁽¹⁾  In 2012, excludes shopping centers owned through the Company’s joint venture with Coventry Real Estate Fund II (“Coventry II Fund”), which are no longer managed by the Company and in which the Company’s investment basis is not material. In 2011, excludes shopping centers owned by unconsolidated joint ventures in which the Company’s investment basis is zero and in which the Company is receiving no allocation of income or loss, which includes certain Coventry II Fund investments.

⁽²⁾  Decrease within the joint venture portfolio primarily due to the impact of exchange rate fluctuations with the Brazilian Real, the sale of assets in Brazil and the inclusion of the BRE DDR Retail Holdings, LLC assets in 2012.

Strategy and Philosophy

The Company’s mission is to enhance shareholder value by exceeding the expectations of its tenants, innovating to create new growth opportunities and fostering the talents of its employees while rewarding their successes. The Company’s vision is to be the most admired provider of retail destinations and the first consideration for tenants, investors, partners and employees.

The Company’s strategic objective is to improve the quality of its prime portfolio (i.e., market-dominant shopping centers with high-quality tenants located in attractive markets with strong demographic profiles, which are referred to as “Prime Portfolio” or “Prime Assets”) while lowering leverage and risk and at the same time preparing the Company for long-term growth and financial strength. The Company’s real estate strategy and philosophy has been to grow its business through a combination of leasing, expansion, acquisition, development and redevelopment. The Company may pursue the disposition of certain real estate assets that are not likely to generate superior growth and recycle the proceeds to repay debt, to reinvest in Prime Assets or for other corporate purposes.

The Company’s key strategies are summarized as follows:

• Increase cash flows and property values through strategic leasing, re-tenanting, renovation and expansion of the Company’s portfolio to be the preeminent landlord to the world’s most successful retailers;

• Increase per share cash flows through the strategic disposition of non-prime assets and use the proceeds to repay debt and reinvest in other higher growth real estate assets and developments;

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• Address capital requirements by selling assets, including sales to joint ventures, retaining capital, maintaining dividend payments at the amount required to meet minimum REIT requirements, entering into new financings and, to the extent deemed appropriate, minimizing capital expenditures;

• Access equity capital through the public markets and other viable alternatives;

• Pursue de-leveraging goals, including extending the duration of the Company’s debt;

• Control spending within the Company’s development portfolio by phasing construction until sufficient pre-leasing is reached and financing is in place;

• Increase expected spending on redevelopment in order to best position centers for tenant demand and to generate attractive returns;

• Selectively pursue new investment opportunities only after sufficient equity and debt financings are identified and underwritten expected returns sufficiently exceed the Company’s cost of capital;

• Continue leasing strategy of enhancing tenant relationships at a high level through the Company’s national account program and increasing occupancy with high-quality tenants;

• Renew tenants’ extension options and execute leases in a timely manner;

• Dedicate Company resources to monitor major tenant vacancies, proactively identify potential space recapture opportunities and focus on marketing and re-tenanting those spaces;

• Selectively develop or sell the Company’s undeveloped parcels and acquire and develop new sites in areas with attractive demographics and

• Hold prime properties for long-term investment and place a strong emphasis on regular maintenance, periodic renovation and capital improvements.

The strategy, philosophy, investment and financing policies of the Company, and its policies with respect to certain other activities including its growth, debt capitalization, dividends, status as a REIT and operating policies, are determined by the Board of Directors. Although the Board of Directors has no present intention to amend or revise its policies, the Board of Directors may do so from time to time without a vote of the Company’s shareholders.

Recent Developments

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2012, for information on certain recent developments of the Company, which is incorporated herein by reference to such information.

Tenants and Competition

As one of the nation’s largest owners and operators of shopping centers (measured by total GLA), the Company has established close relationships with a large number of major national and regional retailers. The Company’s management is associated with and actively participates in many shopping center and REIT industry organizations.

Notwithstanding these relationships, numerous developers and real estate companies, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of other space, management services and maintenance.

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As of December 31, 2012, the annualized base rental revenues of the Company’s tenants that are equal to or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including its proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows:

Tenant	% of Annualized Base Rental Revenues
Walmart/Sam’s Club		4.0	%
TJX Companies(1)		2.5	%
Bed Bath & Beyond(2)		2.5	%
PetSmart		2.2	%
Kohl’s		1.9	%
Best Buy		1.7	%
Michaels		1.7	%
Dick’s Sporting Goods		1.5	%
Ross Stores		1.5	%

⁽¹⁾ Includes T.J. Maxx, Marshalls and Homegoods.

⁽²⁾ Includes Bed Bath & Beyond, World Market and other retail concepts.

Qualification as a Real Estate Investment Trust

As of December 31, 2012, the Company met the qualification requirements of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, the Company, with the exception of its taxable REIT subsidiary (“TRS”), will not be subject to federal income tax to the extent it meets certain requirements of the Code.

Employees

As of January 31, 2013, the Company employed 607 full-time individuals including executive, administrative and field personnel. The Company considers its relations with its personnel to be good.

Corporate Headquarters

The Company is an Ohio corporation and was incorporated in 1992. The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is http://www.ddr.com. The Company uses its Investor Relations website, (http://www.ddr.com), as a channel for routine distribution of important information, including news releases, analyst presentations and financial information. The Company posts filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, the Company’s proxy statements and any amendments to those reports or statements. All such postings and filings are available on the Company’s Investor Relations website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2012, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.

Item 1A. RISK FACTORS

The risks described below could materially and adversely affect the Company’s results of operations, financial condition, liquidity and cash flows. These risks are not the only risks that the Company faces. The Company’s business operations could also be affected by additional factors that are not presently known to it or that the Company currently considers to be immaterial to its operations.

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The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results

The economic performance and value of the Company’s real estate holdings can be affected by many factors, including the following:

• Changes in the national, regional, local and international economic climate;

• Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area;

• The attractiveness of the properties to tenants;

• Competition from other available space;

• The Company’s ability to provide adequate management services and to maintain its properties;

• Increased operating costs, if these costs cannot be passed through to tenants and

• The expense of periodically renovating, repairing and reletting spaces.

Because the Company’s properties consist primarily of shopping centers, the Company’s performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through the Internet. To the extent that any of these conditions occur, they are likely to affect market rents for retail space. In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make its properties unattractive to tenants. The loss of rental revenues from a number of the Company’s tenants and its inability to replace such tenants may adversely affect the Company’s profitability and ability to meet its debt and other financial obligations and make distributions to shareholders.

The Company Relies on Major Tenants, Making It Vulnerable to Changes in the Business and Financial Condition of, or Demand for Its Space by, Such Tenants

As of December 31, 2012, the annualized base rental revenues of the Company’s tenants that are equal to or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including its proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows:

Tenant	% of Annualized Base Rental Revenues
Walmart/Sam’s Club		4.0	%
TJX Companies(1)		2.5	%
Bed Bath & Beyond(2)		2.5	%
PetSmart		2.2	%
Kohl’s		1.9	%
Best Buy		1.7	%
Michaels		1.7	%
Dick’s Sporting Goods		1.5	%
Ross Stores		1.5	%

⁽¹⁾ Includes T.J. Maxx, Marshalls and Homegoods.

⁽²⁾ Includes Bed Bath & Beyond, World Market and other retail concepts.

The retail shopping sector has been affected by economic conditions as well as the competitive nature of the retail business and the competition for market share where stronger retailers have out-positioned some of the weaker retailers. These shifts have forced some market share away from weaker retailers and required them, in some cases, to declare bankruptcy and/or close stores.

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As information becomes available regarding the status of the Company’s leases with tenants in financial distress or the future plans for their spaces change, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods. The Company’s income and ability to meet its financial obligations could also be adversely affected in the event of the bankruptcy, insolvency or significant downturn in the business of one of these tenants or any of the Company’s other major tenants. In addition, the Company’s results could be adversely affected if any of these tenants do not renew their leases as they expire.

The Company’s Dependence on Rental Income May Adversely Affect Its Ability to Meet Its Debt Obligations and Make Distributions to Shareholders

Substantially all of the Company’s income is derived from rental income from real property. As a result, the Company’s performance depends on its ability to collect rent from tenants. The Company’s income and funds for distribution would be negatively affected if a significant number of its tenants, or any of its major tenants, were to do the following:

• Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company;

• Delay lease commencements;

• Decline to extend or renew leases upon expiration;

• Fail to make rental payments when due or

• Close stores or declare bankruptcy.

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases. Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In addition, the Company cannot be certain that any tenant whose lease expires will renew that lease or that it will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of the Company’s major tenants and its inability to replace such tenants may adversely affect the Company’s profitability and its ability to meet debt and other financial obligations and make distributions to shareholders.

The Company Has Variable-Rate Debt and Is Subject to Interest Rate Risk

The Company has indebtedness with interest rates that vary depending upon the market index. In addition, the Company has revolving credit facilities that bear interest at a variable rate on any amounts drawn on the facilities. The Company may incur additional variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase the Company’s interest expense, which would negatively affect net earnings and cash available for payment of its debt obligations and distributions to its shareholders.

The Company’s Ability to Increase Its Debt Could Adversely Affect Its Cash Flow

At December 31, 2012, the Company had outstanding debt of $4.3 billion (excluding its proportionate share of unconsolidated joint venture mortgage debt aggregating $0.7 billion as of December 31, 2012). The Company intends to maintain a conservative ratio of debt to total market capitalization (the sum of the aggregate market value of the Company’s common shares and operating partnership units, the liquidation preference on any preferred shares outstanding and its total consolidated indebtedness). The Company is subject to limitations under its credit facilities and indentures relating to its ability to incur additional debt; however, the Company’s organizational documents do not contain any limitation on the amount or percentage of indebtedness it may incur. If the Company were to become more highly leveraged, its cash needs to fund debt service would increase

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accordingly. Under such circumstances, the Company’s risk of decreases in cash flow, due to fluctuations in the real estate market, reliance on its major tenants, acquisition and development costs and the other factors discussed in these risk factors, could subject the Company to an even greater adverse impact on its financial condition and results of operations. In addition, increased leverage could increase the risk of default on the Company’s debt obligations, which could further reduce its cash available for distribution and adversely affect its ability to dispose of its portfolio on favorable terms, which could cause the Company to incur losses and reduce its cash flows.

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 U.S. and global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions over the last few years, which caused market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances materially affected liquidity in the financial markets, making terms for certain financings less attractive and, in certain cases, resulting in the unavailability of certain types of financing. Uncertainty in the equity and credit markets may negatively affect the Company’s ability to access additional financing at reasonable terms or at all, which may negatively affect the Company’s ability to refinance its debt, obtain new financing or make acquisitions. These circumstances may also adversely affect the Company’s tenants, including their ability to enter into new leases, pay their rents when due and renew their leases at rates at least as favorable as their current rates.

A prolonged downturn in the equity or credit markets may cause the Company to seek alternative sources of potentially less attractive financing and may require it to adjust its business plan accordingly. In addition, these factors may make it more difficult for the Company to sell properties or may adversely affect the price it receives for properties that it does sell, as prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for the Company to raise capital through the issuance of its common shares or debt securities. These disruptions in the financial markets also may have a material adverse effect on the market value of the Company’s common shares and other adverse effects on the Company or the economy in general. There can be no assurances that government responses to the disruptions in the financial markets will restore consumer confidence, stabilize the markets or increase liquidity and the availability of equity or credit financing.

Changes in the Company’s Credit Ratings or the Debt Markets, as well as Market Conditions in the Credit Markets, Could Adversely Affect the Company’s Publicly Traded Debt and Revolving Credit Facilities

The market value for the Company’s publicly traded debt depends on many factors, including the following:

• The Company’s credit ratings with major credit rating agencies;

• The prevailing interest rates being paid by, or the market price for publicly traded debt issued by, other companies similar to the Company;

• The Company’s financial condition, liquidity, leverage, financial performance and prospects and

• The overall condition of the financial markets.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. The U.S. credit markets and the sub-prime residential mortgage market have experienced severe dislocations and liquidity disruptions in the last few years. Furthermore, uncertain market conditions can be exacerbated by leverage. The occurrence of these circumstances in the credit markets and/or additional fluctuations in the financial markets and prevailing interest rates could have an adverse effect on the Company’s ability to access capital and its cost of capital.

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In addition, credit rating agencies continually review their ratings for the companies they follow, including the Company. The credit rating agencies also evaluate the real estate industry as a whole and may change their credit rating for the Company based on their overall view of the industry. Any rating organization that rates the Company’s publicly traded debt may lower the rating or decide not to rate the publicly traded debt in its sole discretion. The ratings of the Company’s publicly traded debt are based primarily on the rating organization’s assessment of the likelihood of timely payment of interest when due and the payment of principal on the maturity date. A negative change in the Company’s rating could have an adverse effect on the Company’s revolving credit facilities and market price of the Company’s publicly traded debt as well as the Company’s ability to access capital and its cost of capital.

The Company’s Cash Flows and Operating Results Could Be Adversely Affected by Required Payments of Debt or Related Interest and Other Risks of Its Debt Financing

The Company is generally subject to the risks associated with debt financing. These risks include the following:

• The Company’s cash flow may not satisfy required payments of principal and interest;

• The Company may not be able to refinance existing indebtedness on its properties as necessary, or the terms of the refinancing may be less favorable to the Company than the terms of existing debt;

• Required debt payments are not reduced if the economic performance of any property declines;

• Debt service obligations could reduce funds available for distribution to the Company’s shareholders and funds available for development, redevelopment and acquisitions;

• Any default on the Company’s indebtedness could result in acceleration of those obligations, which could result in the acceleration of other debt obligations and possible loss of property to foreclosure and

• The Company may not be able to finance necessary capital expenditures for purposes such as re-leasing space on favorable terms or at all.

If a property is mortgaged to secure payment of indebtedness and the Company cannot make the mortgage payments, it may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property, which may also adversely affect the Company’s credit ratings. Any of these risks can place strains on the Company’s cash flows, reduce its ability to grow and adversely affect its results of operations.

The Company’s Financial Condition Could Be Adversely Affected by Financial Covenants

The Company’s credit facilities and the indentures under which its senior and subordinated unsecured indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, leverage ratios and certain coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of its assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to pay principal and interest issued thereunder in a timely manner, 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. These covenants could limit the Company’s ability to obtain additional funds needed to address cash shortfalls or pursue growth opportunities or transactions that would provide substantial return to its shareholders. In addition, a breach of these covenants could cause a default or accelerate some or all of the Company’s indebtedness, which could have a material adverse effect on its financial condition.

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Property Ownership Through Partnerships and Joint Ventures Could Limit the Company’s Control of Those Investments and Reduce Its Expected Return

Partnership or joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that the Company’s partner or co-venturer might become bankrupt, that its partner or co-venturer might at any time have different interests or goals than the Company and that its partner or co-venturer 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. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither the Company’s partner or co-venturer nor the Company would have full control over the partnership or joint venture. These factors could limit the return that the Company receives from such investments or cause its cash flows to be lower than its estimates. There is no limitation under the Company’s Articles of Incorporation, or its code of regulations, as to the amount of funds that the Company may invest in partnerships or joint ventures. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. Furthermore, if credit conditions in the capital markets deteriorate, 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 considered an other than temporary decline. As of December 31, 2012, the Company had $613.0 million of investments in and advances to unconsolidated joint ventures holding 206 operating shopping centers.

The Company’s Real Estate Assets May Be Subject to Impairment Charges

On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets and other investments may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In the Company’s estimate of cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If the Company is evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flow considerations include the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate assets and other investments. These assessments have a direct impact on the Company’s earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that the Company will not take additional charges in the future related to the impairment of its assets. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.

The Company’s Acquisition Activities May Not Produce the Cash Flows That It Expects and May Be Limited by Competitive Pressures or Other Factors

The Company intends to acquire existing retail properties only to the extent that suitable acquisitions can be made on advantageous terms. Acquisitions of commercial properties entail risks, such as the following:

• The Company’s estimates on expected occupancy and rental rates may differ from actual conditions;

• The Company’s estimates of the costs of any redevelopment or repositioning of acquired properties may prove to be inaccurate;

• The Company may be unable to operate successfully in new markets where acquired properties are located due to a lack of market knowledge or understanding of local economies;

• The properties may become subject to environmental liabilities that the Company was unaware of at the time the Company acquired the property;

• The Company may be unable to successfully integrate new properties into its existing operations or

• The Company may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy.

11

In addition, the Company may not be in a position or have the opportunity in the future to make suitable property acquisitions on advantageous terms due to competition for such properties with others engaged in real estate investment that may have greater financial resources than the Company. The Company’s inability to successfully acquire new properties may affect the Company’s ability to achieve its anticipated return on investment, which could have an adverse effect on its results of operations.

Real Estate Property Investments Are Illiquid; Therefore, the Company May Not Be Able to Dispose of Properties When Desired or on Favorable Terms

Real estate investments generally cannot be disposed of quickly. In addition, the federal income tax code imposes restrictions, which are not applicable to other types of real estate companies, on the ability of a REIT to dispose of properties. Therefore, the Company may not be able to diversify its portfolio in response to economic or other conditions promptly or on favorable terms, which could cause the Company to incur losses and reduce its cash flows and adversely affect distributions to shareholders.

The Company’s Development and Construction Activities Could Affect Its Operating Results

The Company intends to continue the selective development and construction of retail properties in accordance with its development underwriting policies as opportunities arise. The Company expects to phase in construction until sufficient pre-leasing is reached and financing is in place. The Company’s development and construction activities include the following risks:

• The Company may abandon development opportunities after expending resources to determine feasibility;

• Construction costs of a project may exceed the Company’s original estimates;

• Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;

• Rental rates per square foot could be less than projected;

• Financing may not be available to the Company on favorable terms for development of a property;

• The Company may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs and

• The Company may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.

Additionally, the time frame required for development, construction and lease-up of these properties means that the Company may wait several years for a significant cash return. If any of the above events occur, the development of properties may hinder the Company’s growth and have an adverse effect on its results of operations and cash flows. In addition, new development activities, regardless of whether they are ultimately successful, typically require substantial time and attention from management.

If the Company Fails To Qualify as a REIT in Any Taxable Year, It Will Be Subject to U.S. Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability

The Company intends to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires that the Company satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Code, for which there are a limited number of judicial or administrative interpretations. The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. Accordingly, it is not certain that the Company will be able to qualify and remain qualified as a REIT for U.S. federal income tax

12

purposes. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification. Furthermore, Congress or the Internal Revenue Service (“IRS”) might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT. If the Company fails to qualify as a REIT in any tax year, the following would result:

• The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates;

• Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and

• Unless the Company were entitled to relief under applicable statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.

Even if the Company remains qualified as a REIT, it may face other tax liabilities that reduce its cash flow. The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s shareholders.

Compliance with REIT Requirements May Negatively Affect the Company’s Operating Decisions

To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the Company distributes to its shareholders and the ownership of its shares. The Company may also be required to make distributions to its shareholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditures or debt service obligations.

As a REIT, the Company must distribute at least 90% of its annual net taxable income (excluding net capital gains) to its shareholders. To the extent that the Company satisfies this distribution requirement, but distributes less than 100% of its net taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, the Company will be subject to a 4% non-deductible excise tax if the actual amount paid to its shareholders in a calendar year is less than the minimum amount specified under U.S. federal tax laws. From time to time, the Company may generate taxable income greater than its income for financial reporting purposes, or its net taxable income may be greater than its cash flow available for distribution to its shareholders. If the Company does not have other funds available in these situations, it could be required to borrow funds, sell its securities or a portion of its properties at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.

In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets that constitute inventory or other property held for sale to customers in the ordinary course of business, other than foreclosure property. This 100% tax could affect the Company’s decisions to sell property if it believes such sales could be treated as a prohibited transaction. However, the Company would not be subject to this tax if it were to sell assets through its TRS. The Company will also be subject to a 100% tax on certain amounts if the economic arrangements between the Company and its TRS are not comparable to similar arrangements among unrelated parties.

13

Dividends Paid by REITs Generally Do Not Qualify for Reduced Tax Rates

In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. shareholders is 20%. Due to its REIT status, the Company’s distributions to individual shareholders generally are not eligible for the reduced rates.

The Company’s Inability to Realize Anticipated Returns from Its Retail Real Estate Investments Outside the United States Could Adversely Affect Its Results of Operations

The Company may not realize the intended benefits of transactions outside the United States, as the Company may not have any prior experience with the local economies or culture. The assets may not perform as well as the Company anticipated or may not be successfully integrated, or the Company may not realize the improvements in occupancy and operating results that it anticipated. The Company could be subject to local laws governing these properties, with which it has no prior experience, and which may present new challenges for the management of the Company’s operations. In addition, financing may not be available at acceptable rates, and equity requirements may be different from the Company’s strategy in the United States. Each of these factors may adversely affect the Company’s ability to achieve anticipated return on investment, which could have an adverse effect on its results of operations.

The Company’s Investments in Real Estate Assets Outside United States Will Be Subject to Additional Risks

International investments and operations generally are subject to various political and other risks that are different from and in addition to risks inherent in the investment in real estate generally discussed in these risk factors and elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2012. The Company’s investments in consolidated and unconsolidated joint ventures with international real estate assets in Brazil, Russia and Canada will be subject to fluctuations in foreign currency exchange rates and the uncertainty of foreign laws and markets including, but not limited to, unexpected changes in the regulatory requirements such as the enactment of laws prohibiting or restricting the foreign ownership of property, political and economic instability in certain geographic locations, labor disruptions, difficulties in managing international operations, potentially adverse tax consequences, laws restricting the Company’s ability to return profits to the United States, additional accounting and control expenses and the administrative burden associated with complying with a variety of foreign laws. Furthermore, the Company is subject to laws and regulations, such as the Foreign Corrupt Practices Act or similar local anti-bribery laws, that generally prohibit companies and their employees, agents and contractors from making improper payments to governmental officials for the purpose of obtaining or retaining business. Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations or the value of the Company’s international investments.

Changes in foreign currency exchange rates may also adversely impact the fair values and earnings streams of the Company’s international holdings and thus the returns on the Company’s non-U.S.-dollar denominated investments. Although the Company may hedge some or all of its foreign currency risk, subject to the REIT income qualification tests, the Company may not be able to do so successfully and may incur losses on these investments as a result of exchange rate fluctuations.

The Company Is Subject to Litigation That Could Adversely Affect Its Results of Operations

The Company is a defendant from time to time in lawsuits and regulatory proceedings relating to its business. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome could adversely affect the Company’s business, financial condition or results of operations.

14

Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares. For a further discussion of litigation risks, see “Legal Matters” in Note 9 — Commitments and Contingencies to the Consolidated Financial Statements.

The Company’s Real Estate Investments May Contain Environmental Risks That Could Adversely Affect Its Results of Operations

The acquisition of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may become liable for the costs of removal or remediation of certain hazardous substances released on or in its properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances. Such liability could be of substantial magnitude and divert management’s attention from other aspects of the Company’s business and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.

An Uninsured Loss on the Company’s Properties or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to Lost Capital or Revenue on Those Properties

Under the terms and conditions of the leases currently in effect on the Company’s properties, tenants generally are required to indemnify and hold the Company harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of the Company or its agents. Additionally, tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease liability and full replacement value property damage insurance policies. The Company has obtained comprehensive liability, casualty, flood and rental loss insurance policies on its properties. All of these policies may involve substantial deductibles and certain exclusions. In addition, tenants could fail to properly maintain their insurance policies or be unable to pay the deductibles. Should a loss occur that is uninsured or is in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.

The Company’s Properties Could Be Subject to Damage from Weather-Related Factors

A number of the Company’s properties are located in areas that are subject to natural disasters. Certain of the Company’s properties are located in California and in other areas with higher risk of earthquakes. In addition, many of the Company’s properties are located in coastal regions, including 15 properties located on the island of Puerto Rico as of February 15, 2013, and would therefore be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors.

Compliance with the Americans with Disabilities Act and Fire, Safety and Other Regulations May Require the Company to Make Unplanned Expenditures That Adversely Affect the Company’s Cash Flows

All of the Company’s properties are required to comply with the Americans with Disabilities Act, or ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but

15

generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom the Company leases properties are obligated by law to comply with the ADA provisions, and are typically obligated to cover costs of compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, the Company could be required to expend funds to comply with the provisions of the ADA, which could adversely affect the results of operations and financial condition and the Company’s ability to make distributions to shareholders. In addition, the Company is required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. The Company may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could have a material adverse effect on its ability to meet its financial obligations and make distributions to shareholders.

The Company’s Articles of Incorporation Contain Limitations on Acquisitions and Changes in Control

In order to maintain the Company’s status as a REIT, its Articles of Incorporation prohibit any person, except for certain shareholders as set forth in the Company’s Articles of Incorporation, from owning more than 5% of the Company’s outstanding common shares. This restriction is likely to discourage third parties from acquiring control of the Company without consent of its Board of Directors even if a change in control were in the best interests of shareholders.

The Company Has a Number of Shareholders Who Beneficially Own a Significant Portion of Its Outstanding Common Shares, and Their Interests May Differ from the Interests of Other Shareholders

The Company’s significant shareholders are in a position to influence any matters that are brought to a vote of the holders of the Company’s common shares, including, among others, the election of the Company’s Board of Directors and any amendments to its Articles of Incorporation and code of regulations. Without the support of the Company’s significant shareholders, certain transactions, such as mergers, tender offers, sales of assets and business combinations that could give shareholders the opportunity to realize a premium over the then-prevailing market prices for common shares may be more difficult to consummate. The interests of the Company’s significant shareholders may differ from the interests of other shareholders. If the Company’s significant shareholders sell substantial amounts of the Company’s common shares in the public market, the trading price of the Company’s common shares could decline significantly.

Changes in Market Conditions Could Adversely Affect the Market Price of the Company’s Publicly Traded Securities

As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various market conditions, which may change from time to time. Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following:

• The extent of institutional investor interest in the Company;

• The reputation of REITs generally and the reputation of REITs with similar portfolios;

• The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);

• The Company’s financial condition and performance;

• The market’s perception of the Company’s growth potential and future cash dividends;

• An increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares and

• General economic and financial market conditions.

16

The Company May Issue Additional Securities Without Shareholder Approval

The Company can issue preferred shares and common shares without shareholder approval subject to certain limitations in the Company’s Articles of Incorporation. Holders of preferred shares have priority over holders of common shares, and the issuance of additional shares reduces the interest of existing holders in the Company.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

At December 31, 2012, the Portfolio Properties included 452 shopping centers (including 206 centers owned through unconsolidated joint ventures and three that were otherwise consolidated by the Company). The shopping centers consist of 434 community shopping centers and 18 enclosed malls and lifestyle centers. At December 31, 2012, the Portfolio Properties also included more than 1,500 acres of undeveloped land, primarily development sites and parcels, located adjacent to certain of the shopping centers. At December 31, 2012, the shopping centers aggregated 89.2 million square feet of Company-owned GLA (115.7 million square feet of total GLA) located in 39 states, plus Puerto Rico and Brazil. These centers are principally in the Southeast and Midwest, with significant concentrations in Florida, Georgia, New York, North Carolina and Ohio. The Company also owns land in Canada and Russia.

The Company’s shopping centers are designed to attract local area customers and are typically anchored by two or more national tenant anchors (such as Walmart, Kohl’s or Target). The properties often include a supermarket, drug store, junior department store and/or other major “category-killer” discount retailers as additional anchors or tenants. The tenants of the shopping centers typically offer day-to-day necessities rather than high-priced luxury items. As one of the nation’s largest owners and operators of shopping centers (measured by total GLA), the Company has established close relationships with a large number of major national and regional retailers, many of which occupy space in the shopping centers.

At December 31, 2012, shopping centers made up the largest portion of the Company’s portfolio, constituting 82.1 million square feet (92.1% square feet of Company-owned GLA), while enclosed malls and lifestyle centers accounted for 7.1 million square feet (7.9% of Company-owned GLA). At December 31, 2012, the average annualized base rent per square foot of Company-owned GLA of the Company’s 243 wholly-owned shopping centers was $12.92. For the 206 shopping centers owned through unconsolidated joint ventures and three consolidated joint ventures, annualized base rent per square foot was $14.58 at December 31, 2012.

The Company’s average annualized base rent per square foot does not consider tenant expense reimbursements. The Company generally does not enter into significant tenant concessions on a lease by lease basis.

Information as to the Company’s 10 largest tenants based on total annualized rental revenues and Company-owned GLA at December 31, 2012, is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K for the year ended December 31, 2012. In addition, as of December 31, 2012, unless otherwise indicated, with respect to the 452 shopping centers:

• 135 of these properties are anchored by a Walmart, Kohl’s or Target store;

• These properties range in size from approximately 9,500 square feet to approximately 1,500,000 square feet of total GLA (with 233 properties exceeding 200,000 square feet of total GLA, of which 87 properties exceed 400,000 square feet of total GLA);

• 72.2% of the aggregate Company-owned GLA of these properties is leased to national tenants, including subsidiaries of national tenants, 11.5% is leased to regional tenants, and 7.8% is leased to local tenants;

17

• 91.5% of the aggregate Company-owned GLA of these properties was occupied as of December 31, 2012. With respect to the properties owned by the Company, including its unconsolidated joint ventures, as of December 31 of each of the last five years beginning with 2008, between 86.8% and 92.1% of the aggregate Company-owned GLA of these properties was occupied and

• The Company had 14 assets under development and/or redevelopment (consisting of 11 wholly-owned shopping centers and three joint venture shopping centers).

Tenant Lease Expirations and Renewals

The following table shows the impact of tenant lease expirations through 2022 at the Company’s 243 wholly-owned shopping centers, assuming that none of the tenants exercise any of their renewal options:

Expiration     Year	No. of Leases Expiring		Approximate GLA in Square Feet (Thousands)		Annualized Base Rent Under Expiring Leases (Thousands)		Average Base Rent per Square Foot Under Expiring Leases		Percentage of Total GLA Represented by Expiring Leases			Percentage of Total Base Rental Revenues Represented by Expiring Leases
2013		571		3,099	$	46,744	$	15.08		6.7	%		8.7	%
2014		604		4,756		62,735		13.19		10.2	%		11.7	%
2015		580		5,191		65,773		12.67		11.2	%		12.3	%
2016		588		5,378		75,695		14.08		11.6	%		14.2	%
2017		512		6,472		74,418		11.50		13.9	%		13.9	%
2018		277		3,505		44,390		12.66		7.5	%		8.3	%
2019		145		2,811		33,991		12.09		6.1	%		6.4	%
2020		117		1,355		18,466		13.63		2.9	%		3.5	%
2021		167		3,084		35,476		11.51		6.6	%		6.6	%
2022		187		2,829		36,127		12.77		6.1	%		6.8	%
Total		3,748		38,480	$	493,815	$	12.83		82.8	%		92.4	%

The following table shows the impact of tenant lease expirations at the joint venture level through 2022 at the Company’s 206 shopping centers owned through unconsolidated joint ventures and three consolidated joint ventures, assuming that none of the tenants exercise any of their renewal options:

Expiration     Year	No. of Leases Expiring		Approximate GLA in Square Feet (Thousands)		Annualized Base Rent Under Expiring Leases (Thousands)		Average Base Rent per Square Foot Under Expiring Leases		Percentage of Total GLA Represented by Expiring Leases			Percentage of Total Base Rental Revenues Represented by Expiring Leases
2013		895		3,016	$	56,811	$	18.84		8.1	%		11.8	%
2014		849		4,697		71,920		15.31		12.6	%		14.9	%
2015		698		4,272		63,001		14.75		11.5	%		13.0	%
2016		679		4,528		69,131		15.27		12.2	%		14.3	%
2017		788		4,505		73,704		16.36		12.1	%		15.3	%
2018		179		2,643		32,941		12.46		7.1	%		6.8	%
2019		94		2,060		26,253		12.74		5.5	%		5.4	%
2020		77		1,632		17,443		10.69		4.4	%		3.6	%
2021		104		1,701		22,800		13.40		4.6	%		4.7	%
2022		109		2,149		24,904		11.59		5.8	%		5.2	%
Total		4,472		31,203	$	458,908	$	14.71		83.9	%		95.0	%

The rental payments under certain of these leases will remain constant until the expiration of their base terms, regardless of inflationary increases. There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed.

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DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	Brazil
1	Campinas	Parque Dom Pedro Avenue Guilherme Campos, 500		01387-001	MM	Fee	2001/2010		2006			29.9	%		1,143,950	$	37,867,712	$	34.25	Barbacoa, Bodytech, Casas Bahia, C&A, Centauro, Colombo, Etna, Fast Shop, Fnac, Le Biscuit, Livraria Leitura, Lojas Americanas, Marisa, Me Move, Multiplex, Pernambucanas, Renner, Riachuelo, Telhanorte, Walmart, Zara
2	Franca	Franca Shopping Avenue Rio Negro, 1100		14406-901	MM	Fee	1993		2006			25.6	%		199,438	$	3,951,402	$	19.99	C&A, C&C , Casas Bahia, Centauro, Lojas Americanas, Magazine Luiza, Marisa, Moviecom, Renner
3	Manaus	Manauara Shopping Avenue Mario Ypiranga,1300		69057-002	MM	Fee (3)	2009		2007			33.3	%		505,229	$	17,143,109	$	34.34	Bemol, C&A, Centauro, Cia Athletica, Dinamica, Hitech Imports, Marisa, Pbkids Brinquedos, Playarte, Ramsons, Renner, Riachuelo, Saraiva Mega Store, Siberian/Crawford
4	Sao Paulo	Campo Limpo Shopping Estrada Do Campo Limpo 459		05777-001	MM	Fee	2005/2011		2006			6.7	%		239,735	$	7,215,154	$	30.32	B-Mart, C&A, Casas Bahia, Cinema Multiplex, Extra, Lojas Marabraz, Marisa, Zelo
5	Sao Paulo	Plaza Sul Praca Leonor Kaupa		04151-100	MM	Fee	1994		2006			20	%		251,087	$	13,557,381	$	55.18	Camicado, C&A, Lojas Americanas, Luigi Bertolli, Monday Academia, Playarte, Renner
6	Sao Paulo	Boavista Shopping Rua Borba Gato, 59		04747-030	MM	Fee (3)	2004		2006			33.3	%		171,554	$	3,742,888	$	24.20	Americanas Express, C&A, Centauro, Marisa, Moviecom, Sonda
7	Sao Bernardo Do C	Shopping Metropole Praca Samuel Sabatine, 200		09750-902	MM	Fee (3)	1980/1995/ 1997/2011		2006			33.3	%		286,596	$	13,203,424	$	46.20	B-Mart, C&A, Lojas Americanas, Fastshop, Marisa, Outback, Playarte, Playland, Renner, Zelo
8	Uberlandia - Mg -	Uberlandia Shopping Avenue Paulo Gracindo, 15		38411-145	MM	Fee (3)	2012		1	*		33.3	%		487,920	$	7,514,489	$	17.12	B-Mart, Centauro, Cinemark, Fastshop, Kalunga, Le Biscuit, Le Lis Blanc, Leroy Merlin, Luigi Bertolli, Ponto Frio, Renner, Walmart
United States and Puerto Rico
	Alabama
9	Birmingham, AL	Brook Highland Plaza 5291 Highway 280 South		35242	SC	Fee	1994/2003		1994			100	%		551,898	$	4,315,451	$	9.95	Big Lots, Books-A-Million, Dick’s Sporting Goods, HomeGoods, Lowe’s, Michaels, OfficeMax, Ross Dress For Less, Stein Mart
10	Birmingham, AL	Riverchase Promenade Montgomery Highway		35244	SC	Fee (3)	1989		2012			5	%		120,108	$	1,756,202	$	16.34	2nd & Charles (Not Owned), Jo-Ann Fabric and Craft Stores, Toys “R” Us (Not Owned)
11	Birmingham, AL	River Ridge U.S. Highway 280		35242	SC	Fee (3)	2001		2007			15	%		172,262	$	2,289,979	$	17.26	Best Buy, Staples, Target (Not Owned)
12	Dothan, AL	Shops on the Circle 3500 Ross Clark Circle		36303	SC	Fee	2000		2007			100	%		182,991	$	1,891,596	$	10.52	Big Lots, OfficeMax, Old Navy, T.J. Maxx
13	Florence, AL	Cox Creek Shopping Center 374-398 Cox Creek Parkway		35360	SC	Fee (3)	2001		2007			15	%		173,940	$	1,659,248	$	10.82	Best Buy, Burke’s Outlet, Dick’s Sporting Goods, Sam’s Club (Not Owned), Target (Not Owned)
14	Huntsville, AL	Westside Centre 6275 University Drive		35806	SC	Fee (3)	2002		2007			15	%		476,146	$	4,262,700	$	12.45	Big Lots, Dick’s Sporting Goods, Marshalls, Michaels, Ross Dress For Less, Stein Mart, Target (Not Owned)
15	Scottsboro, AL	Scottsboro Marketplace 24833 John P. Reid Parkway		35766	SC	Fee	1999		2003			100	%		40,560	$	303,540	$	8.44	Burke’s Outlet, Walmart (Not Owned)
16	Tuscaloosa, AL	McFarland Plaza 2600 Mcfarland Boulevard East		35404	SC	Fee (3)	1999		2007			15	%		234,146	$	1,566,645	$	8.01	Michaels, OfficeMax, Ross Dress For Less, Stein Mart, Toys “R” Us
	Arizona
17	Phoenix, AZ	Deer Valley Towne Center 2805 West Aqua Fria Freeway		85027	SC	Fee	1996		1999			100	%		197,009	$	3,418,317	$	17.21	AMC Theatres (Not Owned), Michaels, OfficeMax, PetSmart, Ross Dress For Less, Target (Not Owned)
18	Phoenix, AZ	Ahwatukee Foothills Towne Center 4711 East Ray Road		85044	SC	Fee	1996/1997/1999		1998			100	%		666,979	$	9,465,299	$	15.93	AMC Theatres, Ashley Furniture, Babies “R” Us, Barnes & Noble, Best Buy, Jo-Ann Fabric and Craft Stores, OfficeMax, Old Navy, Party City, Petco, RoomStore, Ross Dress For Less, Sprouts Farmers Market

19

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
19	Phoenix, AZ	Arrowhead Crossing 7553 West Bell Road		85382	SC	Fee	1995		1996			100	%		346,327	$	4,562,656	$	13.79	Barnes & Noble, David’s Bridal (Not Owned), DSW, Golfsmith, Hobby Lobby, HomeGoods, Nordstrom Rack, Savers (Not Owned), Staples, T.J. Maxx
20	Phoenix, AZ	Paradise Village Gateway Tatum and Shea Boulevards		85028	SC	Fee	1997/2004		2003			67	%		295,311	$	4,712,693	$	19.51	Albertsons, Bed Bath & Beyond, PetSmart, Ross Dress For Less, Staples
21	Tucson, AZ	Tucson Spectrum Shopping Center Southwest Corner I-19 and Irvington Road		85706	SC	Fee	2008		2012			100	%		709,811	$	9,251,735	$	15.77	Bed Bath & Beyond, Best Buy, Dollar Tree, Food City, Harkins Theatre, JCPenney, LA Fitness, Marshalls, Michaels, OfficeMax, Old Navy, Party City, PetSmart, Ross Dress For Less, Sports Authority, Home Depot (Not Owned), Target (Not Owned)
	Arkansas
22	Fayetteville, AR	Steele Crossing 3533-3595 North Shiloh Drive		72703	SC	Fee (3)	2003		2012			5	%		136,898	$	949,225	$	15.37	Kohl’s, Target (Not Owned)
23	Fayetteville, AR	Spring Creek Centre 464 East Joyce Boulevard		72703	SC	Fee (3)	1997/1999/ 2000/ 2001		2012			5	%		262,233	$	2,792,497	$	12.27	Bed Bath & Beyond, Best Buy, Home Depot (Not Owned), Old Navy, T.J. Maxx, Walmart (Not Owned)
24	North Little Rock, AR	McCain Plaza 4124 East McCain Boulevard		72117	SC	Fee	1991/2004		1994			100	%		295,013	$	2,000,352	$	7.68	Bed Bath & Beyond, Burlington Coat Factory, Cinemark, Michaels, Ross Dress For Less, T.J. Maxx
25	Russellville, AR	Valley Park Centre 3093 East Main Street		72801	SC	Fee	1992		1994			100	%		280,665	$	2,089,160	$	7.78	Belk, Hobby Lobby, JCPenney, T.J. Maxx
	California
26	Long Beach, CA	The Pike at Rainbow Harbor 95 South Pine Avenue		90802	SC	GL	2005		1	*		100	%		339,978	$	4,187,832	$	20.62	Cinemark, KDB
27	Oceanside, CA	Ocean Place Cinemas 401-409 Mission Avenue		92054	SC	Fee	2000		2000			100	%		79,804	$	1,452,879	$	18.49	Regal Cinemas
28	Pasadena, CA	Paseo Colorado 280 East Colorado Boulevard		91101	LC	Fee	2001		2003			100	%		556,271	$	8,408,816	$	18.58	Arclight Cinemas, DSW, Equinox, Gelson’s Market
29	Richmond, CA	Hilltop Plaza 3401 Blume Drive		94803	SC	Fee (3)	1996/2000		2002			20	%		245,774	$	2,132,739	$	14.38	99¢ Only, Century Theatres, Ross Dress For Less
30	San Francisco, CA	Van Ness Plaza 1000 Van Ness Avenue		94109	SC	Fee	1998		2002			100	%		122,844	$	3,886,404	$	36.61	AMC Theatres, The Studio Mix
31	Valencia, CA	River Oaks Shopping Center 24235 Magic Mountain Parkway		91355	SC	GL	1986/2010		2006			100	%		76,387	$	1,412,907	$	16.56	buybuy BABY, Sprouts Farmers Market
	Colorado
32	Aurora, CO	Pioneer Hills 5400-5820 South Parker		80012	SC	Fee (3)	2003		2012			5	%		139,499	$	2,163,661	$	17.41	Bed Bath & Beyond, Home Depot (Not Owned), Walmart (Not Owned)
33	Broomfield, CO	Flatiron Marketplace 1 West Flatiron Circle		80021	SC	Fee	2001		2003			100	%		252,249	$	2,510,896	$	18.65	Best Buy
34	Centennial, CO	Centennial Promenade 9555 East County Line Road		80223	SC	Fee	1997/2002		1997			100	%		407,964	$	5,981,157	$	17.81	Golfsmith, Michaels, OfficeMax, REI (Not Owned), Ross Dress For Less, Stickley Furniture, Toys “R” Us, WoW (Not Owned)
35	Colorado Springs, CO	Chapel Hills East 7625-7675 North Academy Boulevard		80920	SC	Fee	1996/2000		2011			100	%		178,252	$	1,876,724	$	11.29	Best Buy, DSW, OfficeMax, Old Navy, Pep Boys, Whole Foods
36	Denver, CO	University Hills 2730 South Colorado Boulevard		80222	SC	Fee	1997		2003			100	%		244,607	$	3,947,743	$	17.19	24 Hour Fitness, King Soopers, Michaels, OfficeMax, Pier 1 Imports
37	Denver, CO	Tamarac Outparcels 7777 East Hampden		80231	SC	Fee	1976		2001			100	%		41,103	$	463,944	$	14.68
38	Fort Collins, CO	Mulberry and Lemay Crossing Mulberry Street and South Lemay Avenue		80525	SC	Fee	2004		2003			100	%		18,988	$	485,920	$	25.59	Home Depot (Not Owned), Walmart (Not Owned)

20

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
39	Highland Ranch, CO	8575 South Quebec Street		80130	SC	Fee	1998		2007			100	%		43,480	$	347,840	$	8.00	Savers
40	Littleton, CO	Aspen Grove 7301 South Santa Fe		80120	LC	Fee	2002		1	*		100	%		245,381	$	5,472,402	$	27.10
41	Parker, CO	Parker Pavilions 11153-11183 South Parker Road		80134	SC	Fee (3)	2003		2012			5	%		95,988	$	1,488,606	$	18.60	Home Depot (Not Owned), Office Depot, Walmart (Not Owned)
42	Parker, CO	Flatacres Marketcenter South Parker Road		80134	SC	GL (3)	2003		2012			5	%		132,953	$	2,041,178	$	15.35	Bed Bath & Beyond, Kohl’s (Not Owned), Michaels, Sports Authority
	Connecticut
43	Plainville, CT	Connecticut Commons I-84 and Route 9		06062	SC	Fee (3)	1999/2001		2012			5	%		566,481	$	6,210,211	$	12.07	A.C. Moore, Dick’s Sporting Goods, DSW, Kohl’s, Loews Cinema, Lowe’s, Marshalls, Old Navy, PetSmart
44	Waterbury, CT	Naugatuck Valley Shopping Center 950 Wolcott Street		06705	SC	Fee (3)	2003		2007			15	%		382,864	$	3,987,571	$	17.59	Bob’s Stores, Staples, Stop & Shop, Walmart
45	Windsor, CT	Windsor Court Shopping Center 1095 Kennedy Road		06095	SC	Fee	1993		2007			100	%		78,480	$	1,328,445	$	18.23	Petco (Not Owned), Stop & Shop, Target (Not Owned)
	Delaware
46	Dover, DE	Kmart Shopping Center 515 North Dupont Highway		19901	SC	Fee (3)	1973		2008			25.25	%		88,980	$	305,800	$	2.86	Kmart
	Florida
47	Apopka, FL	Piedmont Plaza 2302-2444 East Semoran Boulevard		32703	SC	Fee (3)	2004		2012			5	%		146,275	$	856,248	$	7.36	Bealls
48	Boynton Beach, FL	Village Square At Golf 3775 West Woolbright Road		33436	SC	Fee (3)	1983/2002		2007			20	%		137,505	$	1,354,504	$	12.82	Publix
49	Boynton Beach, FL	Aberdeen Square 4966 Le Chalet Boulevard		33426	SC	Fee (3)	1990		2007			20	%		70,555	$	653,599	$	9.96	Publix
50	Boynton Beach, FL	Meadows Square Hypoluxo Road North Congress Avenue		33461	SC	Fee (3)	1986		2004			20	%		106,224	$	967,834	$	12.07
51	Bradenton, FL	Lakewood Ranch Plaza 1755 Lakewood Ranch Boulevard		34211	SC	Fee (3)	2001		2007			20	%		85,652	$	1,016,630	$	12.35	Publix
52	Bradenton, FL	Creekwood Crossing 7395 52nd Place East		34203	SC	Fee (3)	2001		2007			20	%		235,459	$	1,850,204	$	10.18	Bealls, Bealls Outlet, LA Fitness, Lowe’s (Not Owned), Macy’s Furniture & Mattress Clearance
53	Bradenton, FL	Cortez Plaza 905 Cortez Road West		34207	SC	Fee	1966/1988		2007			100	%		290,206	$	2,042,861	$	10.41	Burlington Coat Factory, hhgregg, PetSmart
54	Brandon, FL	Kmart Shopping Center 1602 Brandon Boulevard		33511	SC	GL	1972/1997/2003		2	*		100	%		228,022	$	801,435	$	3.62	Kane Furniture, Kmart
55	Brandon, FL	Lake Brandon Plaza Causeway Boulevard		33511	SC	Fee	1999		2009			100	%		176,113	$	1,960,380	$	12.14	Babies “R” Us, CompUSA, Jo-Ann Fabric and Craft Stores, Publix
56	Brandon, FL	Lake Brandon Village Causeway Boulevard		33511	SC	Fee (3)	1997/2004		2012			5	%		113,986	$	1,426,215	$	12.51	buybuy BABY, Lowe’s (Not Owned), PetSmart, Sports Authority
57	Casselberry, FL	Casselberry Commons 1455 South Semoran Boulevard		32707	SC	Fee (3)	1973/1998/2010		2007			20	%		259,067	$	2,385,235	$	11.24	Publix, Ross Dress For Less, Stein Mart, T.J. Maxx
58	Clearwater, FL	Clearwater Collection 21688-21800 U.S. Highway 19 North		33765	SC	Fee	1995/2005		2007			100	%		134,361	$	1,617,089	$	12.43	Floor & Decor, LA Fitness
59	Crystal River, FL	Crystal River Plaza 420 Sun Coast Highway		33523	SC	Fee	1986/2001		1/2	*		100	%		169,101	$	1,179,813	$	7.39	Bealls, Bealls Outlet, Sibex Electronics
60	Crystal River, FL	Crystal Springs 6760 West Gulf to Lake		34429	SC	Fee (3)	2001		2007			20	%		66,996	$	715,164	$	10.87	Publix

21

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
61	Dania Beach, FL	Bass Pro Outdoor World 200 Gulf Stream Way		33004	SC	Fee	1999		2007			100	%		165,000	$	1,760,000	$	10.67	Bass Pro Outdoor World
62	Dania, FL	Sheridan Square 401-435 East Sheridan Street		33004	SC	Fee (3)	1991		2007			20	%		67,475	$	662,358	$	10.73	Publix
63	Davie, FL	Paradise Promenade 5949-6029 Stirling Road		33314	SC	Fee (3)	2004		2007			20	%		74,499	$	964,431	$	11.70	Publix
64	Deerfield Beach, FL	Hillsboro Square Hillsboro Boulevard and Highway One		33441	SC	Fee (3)	1978/2002		2007			15	%		145,370	$	2,186,519	$	16.18	Office Depot, Publix
65	Fort Myers, FL	Market Square 13300 South Cleveland Avenue		33919	SC	Fee (3)	2004		2007			15	%		118,945	$	1,783,048	$	14.99	American Signature Furniture, Barnes & Noble (Not Owned), Big Al’s City Sports (Not Owned), CompUSA (Not Owned), Dollar Tree (Not Owned), DSW, Petco (Not Owned), Target (Not Owned), Total Wine & More, World Market (Not Owned)
66	Fort Myers, FL	Cypress Trace Cypress Lake Drive and U.S. 41		33907	SC	Fee (3)	2004		2007			15	%		276,288	$	2,261,399	$	9.48	Bealls, Bealls Outlet, Ross Dress For Less, Stein Mart
67	Fort Walton Beach, FL	Shoppes at Paradise Pointe U.S. Highway 98 and Perry Avenue		32548	SC	Fee (3)	1987/2000		2007			20	%		83,936	$	696,030	$	11.40	Publix
68	Hernando, FL	Shoppes of Citrus Hills 2601 Forest Ridge Boulevard		34442	SC	Fee (3)	1994/2003		2007			20	%		68,927	$	721,542	$	10.47	Publix
69	Hialeah, FL	Paraiso Plaza 3300-3350 West 80th Street		33018	SC	Fee (3)	1997		2007			20	%		60,712	$	942,577	$	15.53	Publix
70	Homestead, FL	Homestead Pavilion Campbell Drive and Southwest 157th Avenue		33030	SC	Fee	2008		2008			100	%		299,910	$	4,825,259	$	15.28	Bed Bath & Beyond, hhgregg, Kohl’s (Not Owned), Michaels, Ross Dress For Less, Sports Authority, Staples
71	Jacksonville, FL	Jacksonville Regional 3000 Dunn Avenue		32218	SC	Fee	1988		1995			100	%		219,735	$	1,160,031	$	6.33	Bealls Outlet (Not Owned), JCPenney, Winn Dixie Stores, Citi Trends (Not Owned)
72	Lake Mary, FL	Shoppes of Lake Mary 4155 West Lake Mary Boulevard		32746	SC	Fee (3)	2001		2007			15	%		74,234	$	1,501,803	$	20.28	Publix (Not Owned), Staples, Target (Not Owned)
73	Lake Wales, FL	Shoppes on the Ridge Highway 27 and Chalet Suzanne Road		33859	SC	Fee(3)	2003		2007			20	%		117,042	$	934,914	$	10.90	Publix
74	Lakeland, FL	Highlands Plaza 2228 Lakelands Highland Road		33803	SC	Fee	1990		2004			100	%		102,572	$	705,480	$	8.68	Winn Dixie Stores
75	Lakeland, FL	Lakeland Square Mall 3800 U.S. Highway 98 North		33809	SC	Fee	1990		2007			100	%		81,921	$	675,848	$	8.25	Burlington Coat Factory
76	Lakeland, FL	Lakeland Marketplace Florida Lakeland		33803	SC	Fee	2006		2003			100	%		77,582	$	620,656	$	8.00	Bealls, Lowe’s (Not Owned)
77	Largo, FL	Kmart Shopping Center 1000 Missouri Avenue		33770	SC	Fee (3)	1969		2008			25.25	%		116,805	$	214,921	$	1.84	Kmart
78	Largo, FL	Bardmoor Promenade 10801 Starkey Road		33777	SC	Fee (3)	1991		2007			20	%		152,667	$	1,966,025	$	12.57	Publix
79	Melbourne, FL	Melbourne Shopping Center 1301-1441 South Babcock		32901	SC	Fee (3)	1960/1999		2007			20	%		229,102	$	992,765	$	6.84	Big Lots, Publix
80	Miami, FL	Plaza Del Paraiso 12100 Southwest 127th Avenue		33186	SC	Fee (3)	2003		2007			20	%		82,441	$	1,222,701	$	13.30	Publix
81	Miami, FL	Midtown Miami 3401 North Miami Avenue		33127	SC	Fee	2006		1	*		100	%		454,124	$	6,789,289	$	21.10	HomeGoods, Loehmann’s, Marshalls, Ross Dress For Less, Target, West Elm, Sports Authority

22

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
82	Miramar, FL	River Run Miramar Parkway and Palm Avenue		33025	SC	Fee (3)	1989		2007			20	%		93,643	$	1,103,944	$	11.97	Publix
83	Naples, FL	Countryside Shoppes 4025 Santa Barbara		34104	SC	Fee (3)	1997		2007			20	%		73,986	$	680,816	$	9.86	Sweetbay
84	Naples, FL	Carillon Place 5010 Airport Road North		33942	SC	Fee (3)	1994		2012			5	%		267,796	$	3,379,524	$	12.90	Bealls, hhgregg, OfficeMax, Ross Dress For Less, T.J. Maxx, Walmart
85	New Port Richey, FL	Shoppes at Golden Acres 9750 Little Road		34654	SC	Fee (3)	2002		2007			20	%		130,707	$	954,446	$	12.25	Publix
86	Ocala, FL	Ocala West 400 Southwest College Road		32674	SC	Fee	1991/2006		2003			100	%		105,276	$	518,554	$	8.04	Blockers Furniture (Not Owned), Hobby Lobby
87	Ocala, FL	Heather Island 7878 Southeast Maricamp		34472	SC	Fee (3)	2005		2007			20	%		70,970	$	674,614	$	10.16	Publix
88	Ocala, FL	Steeplechase Plaza 8585 State Road 200		34481	SC	Fee	1993		2007			100	%		93,280	$	473,718	$	8.42
89	Ocoee, FL	West Oaks Town Center 9537-49 West Colonial		34761	SC	Fee (3)	2000		2007			20	%		66,539	$	994,849	$	17.02	Best Buy (Not Owned), Michaels
90	Orlando, FL	Chickasaw Trail 2300 South Chickasaw Trail		32825	SC	Fee (3)	1994		2007			20	%		75,492	$	686,540	$	10.45	Publix
91	Orlando, FL	Conway Plaza 4400 Curry Ford Road		32812	SC	Fee (3)	1985/1999		2007			20	%		117,723	$	833,440	$	9.44	Publix
92	Orlando, FL	Skyview Plaza 7801 Orange Blossom Trail		32809	SC	Fee (3)	1994/1998		2007			20	%		281,260	$	1,732,560	$	8.20	DD’s Discounts, Kmart, Publix
93	Orlando, FL	West Colonial Center Good Homes Road and Colonial Drive		32818	SC	Fee (3)	1999		2007			15	%		78,625	$	484,257	$	7.82	Big Lots, Staples
94	Oviedo, FL	Oviedo Park Crossing Route 417 and Red Bug Lake Road		32765	SC	Fee (3)	1999		1	*		20	%		186,212	$	1,933,511	$	10.38	Bed Bath & Beyond, Lowe’s (Not Owned), Michaels, OfficeMax, Ross Dress For Less, T.J. Maxx
95	Palm Beach Gardens, FL	Northlake Commons Northlake Boulevard		33403	SC	Fee (3)	1987/2003		2007			20	%		146,825	$	1,581,483	$	14.18	CompUSA, Home Depot (Not Owned), Ross Dress For Less
96	Palm Harbor, FL	The Shoppes of Boot Ranch 300 East Lake Road		34685	SC	Fee	1990		1995			100	%		52,325	$	1,032,961	$	21.14	Publix (Not Owned), Target (Not Owned)
97	Pembroke Pines, FL	Flamingo Falls 2000-2216 North Flamingo Road		33028	SC	Fee (3)	2001		2007			20	%		108,565	$	1,810,952	$	19.49	The Fresh Market, LA Fitness (Not Owned)
98	Plant City, FL	Lake Walden Square 105-240 West Alexander		33566	SC	Fee (3)	1992		2012			5	%		257,097	$	1,133,033	$	9.48	Sweetbay, Premiere Cinemas
99	Plantation, FL	The Fountains 801 South University Drive		33324	SC	Fee	1989/2010		2007			100	%		430,049	$	5,314,452	$	16.85	Dick’s Sporting Goods, Jo-Ann Fabric and Craft Stores, Kohl’s, Marshalls, Total Wine & More
100	Spring Hill, FL	Mariner Square 13050 Cortez Boulevard		34613	SC	Fee	1988/1997		1/2	*		100	%		192,877	$	1,656,069	$	8.90	Bealls, Ross Dress For Less, Sam’s Club (Not Owned), Walmart (Not Owned)
101	St. Petersburg, FL	Kmart Plaza 3951 34th Street South		33711	SC	Fee (3)	1973		2008			25.25	%		94,500	$	277,400	$	2.94
102	Tallahassee, FL	Killearn Shopping Center 3479-99 Thomasville Road		32309	SC	Fee (3)	1980		2007			20	%		95,229	$	1,159,622	$	12.56	Hobby Lobby
103	Tallahassee, FL	Capital West 4330 West Tennessee Street		32312	SC	Fee	1994/2004		2003			100	%		85,951	$	708,570	$	8.56	Bealls Outlet, Office Depot, Walmart (Not Owned)

23

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
104	Tallahassee, FL	Southwood Village Northwest Capital Circle and Blairstone Road		32301	SC	Fee (3)	2003		2007			20	%		62,840	$	765,373	$	12.66	Publix
105	Tamarac, FL	Midway Plaza University Drive and Commercial Boulevard		33321	SC	Fee (3)	1985		2007			20	%		226,098	$	2,356,945	$	12.37	Publix, Ross Dress For Less
106	Tampa, FL	North Pointe Plaza 15001-15233 North Dale Mabry		33618	SC	Fee (3)	1990		1/2	*		20	%		104,440	$	1,053,842	$	12.31	Publix, Walmart (Not Owned)
107	Tampa, FL	The Walk at Highwoods Preserve 18001 Highwoods Preserve Parkway		33647	SC	Fee (3)	2001		2007			15	%		140,629	$	1,881,071	$	14.82	Best Buy, HomeGoods, Michaels
108	Tampa, FL	New Tampa Commons Bruce B. Downs and Donna Michelle		33647	SC	Fee	2005		2007			100	%		10,000	$	333,134	$	33.31
109	Tarpon Springs, FL	Tarpon Square 41232 U.S. 19, North		34689	SC	Fee	1974/1998		1/2	*		100	%		115,267	$	1,119,705	$	10.48	Bealls Outlet, Big Lots, Staples
110	Tequesta, FL	Tequesta Shoppes 105 North U.S. Highway 1		33469	SC	Fee	1986		2007			100	%		109,846	$	800,449	$	8.12	Stein Mart
111	Valrico, FL	Brandon Boulevard Shoppes 1930 State Route 60 East		33594	SC	Fee	1994/2012		2007			100	%		85,377	$	337,566	$	14.81
112	Valrico, FL	Shoppes at Lithia 3461 Lithia Pinecrest Road		33594	SC	Fee (3)	2003		2007			20	%		71,430	$	1,046,634	$	15.36	Publix
113	Venice, FL	Jacaranda Plaza 1687 South Bypass		34293	SC	Fee (3)	1974		2008			25.25	%		84,180	$	—	$	—
114	Wesley Chapel, FL	The Shoppes at New Tampa 1920 Country Road 581		33543	SC	Fee (3)	2002		2007			20	%		158,602	$	1,928,719	$	12.60	Bealls, Office Depot (Not Owned), Publix
115	Winter Park, FL	Winter Park Palms 4270 Aloma Avenue		32792	SC	Fee (3)	1985/1998		2012			5	%		112,292	$	60,897	$	9.55
	Georgia
116	Atlanta, GA	Perimeter Pointe 1155 Mount Vernon Highway		30136	SC	Fee	1995/2002		1995			100	%		351,791	$	5,694,681	$	15.34	Babies “R” Us, HomeGoods, LA Fitness, Sports Authority, Stein Mart, United Artists Theatres
117	Atlanta, GA	Cascade Corners 3425 Cascade Road		30311	SC	Fee (3)	1993		2007			20	%		66,844	$	513,797	$	7.67	Kroger
118	Atlanta, GA	Cascade Crossing 3695 Cascade Road Southwest		30331	SC	Fee (3)	1994		2007			20	%		63,346	$	619,087	$	9.77	Publix
119	Atlanta, GA	Brookhaven Plaza 3974 Peachtree Road Northeast		30319	SC	Fee (3)	1993		2007			20	%		71,320	$	1,184,538	$	17.44
120	Atlanta, GA	Abernathy Square 6500 Roswell Road		30328	SC	Fee	1983/1994		2007			100	%		129,770	$	2,359,572	$	19.18	Publix
121	Austell, GA	Burlington Plaza 3753-3823 Austell Road Southwest		30106	SC	GL (3)	1973		2008			25.25	%		146,950	$	517,036	$	3.62	Burlington Coat Factory
122	Buford, GA	Marketplace at Millcreek Mall of Georgia Boulevard		30519	SC	Fee (3)	2003		2007			15	%		401,947	$	4,436,663	$	12.25	Bed Bath & Beyond, Costco (Not Owned), DSW, Marshalls, Michaels, OfficeMax, PetSmart, REI, Ross Dress For Less, Sports Authority
123	Canton, GA	Riverstone Plaza 1451 Riverstone Parkway		30114	SC	Fee (3)	1998		2007			20	%		307,716	$	3,172,986	$	11.15	Belk, Michaels, Publix, Ross Dress For Less, Beall’s Outlet

24

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired		DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
124	Canton, GA	Hickory Flat Village 6175 Hickory Flat Highway		30115	SC	Fee (3)	2000		2007		20	%		74,020	$	732,968	$	12.28	Publix
125	Columbus, GA	Bradley Park Crossing 1591 Bradley Park Drive		31904	SC	Fee	1999		2003		100	%		116,768	$	1,267,714	$	12.03	The Fresh Market, Michaels, PetSmart, Target (Not Owned)
126	Cumming, GA	Cumming Marketplace 1250 Market Place Boulevard		30041	SC	Fee	1997/1999		2003		100	%		318,665	$	3,574,389	$	11.29	ApplianceSmart, Home Depot (Not Owned), Lowe’s, Michaels, OfficeMax, Walmart (Not Owned)
127	Cumming, GA	Sharon Greens 1595 Peachtree Parkway		30041	SC	Fee (3)	2001		2007		20	%		98,301	$	852,803	$	11.39	Kroger
128	Decatur, GA	Hairston Crossing 2075 South Hairston Road		30035	SC	Fee (3)	2002		2007		20	%		57,884	$	606,926	$	11.24	Publix
129	Decatur, GA	Flat Shoals Crossing 3649 Flakes Mill Road		30034	SC	Fee (3)	1994		2007		20	%		69,699	$	669,623	$	9.78	Publix
130	Douglasville, GA	Douglasville Pavilion 2900 Chapel Hill Road		30135	SC	Fee (3)	1998		2007		15	%		266,953	$	2,388,998	$	10.52	Big Lots, Marshalls, OfficeMax, PetSmart, Ross Dress For Less, Target (Not Owned)
131	Douglasville, GA	Market Square 9503-9579 Highway 5		30135	SC	Fee (3)	1974/1990		2007		20	%		124,038	$	737,649	$	10.40	Office Depot
132	Douglasville, GA	Douglasville Marketplace 6875 Douglas Boulevard		30135	SC	Fee	1999		2003		100	%		128,506	$	1,499,804	$	13.15	Babies “R” Us, Best Buy, Lowe’s (Not Owned)
133	Duluth, GA	Pleasant Hill Plaza 1630 Pleasant Hill Road		30136	SC	Fee	1990		1994		100	%		99,025	$	793,776	$	11.65	Assi Supermarket (Not Owned)
134	Duluth, GA	So Good Bridal & Beauty 3480 Steve Reynolds Boulevard		30096	SC	Fee	2004		2007		100	%		20,000	$	160,000	$	8.00	So Good Bridal & Beauty
135	Ellenwood, GA	Paradise Shoppes of Ellenwood East Atlanta Road and Fairview Road		30294	SC	Fee (3)	2003		2007		20	%		67,721	$	645,226	$	11.42
136	Fayetteville, GA	Fayette Pavilion New Hope Road and Georgia Highway 85		30214	SC	Fee (3)	1995/2002		2007		15	%		1,279,695	$	10,781,903	$	9.21	Bed Bath & Beyond, Belk, Big Lots, Cinemark, Conway, Dick’s Sporting Goods, hhgregg, Hobby Lobby, Home Depot (Not Owned), Jo-Ann Fabric and Craft Stores, Kohl’s, Marshalls, PetSmart, Publix, Ross Dress For Less
137	Flowery Branch, GA	Clearwater Crossing 7380 Spout Springs Road		30542	SC	Fee (3)	2003		2007		20	%		90,566	$	783,925	$	11.27	Kroger
138	Kennesaw, GA	Town Center Commons 725 Earnest Barrett Parkway		30144	SC	Fee	1998		2007		100	%		72,138	$	864,176	$	12.71	Dick’s Sporting Goods (Not Owned), JCPenney
139	Kennesaw, GA	Barrett Pavilion 740 Barrett Parkway		30144	SC	Fee (3)	1998		2007		15	%		460,184	$	6,931,147	$	16.38	AMC Theatres, Golfsmith, hhgregg, Hobby Lobby, HomeGoods, Jo-Ann Fabric and Craft Stores, Old Navy, REI, Target (Not Owned), Total Wine & More
140	Lawrenceville, GA	Rite Aid 1545 Lawrenceville Highway		30044	SC	Fee	1997		2007		100	%		9,504	$	189,080	$	19.89
141	Lithonia, GA	Shops at Turner Hill 8200 Mall Parkway		30038	SC	Fee (3)	2004		2012		5	%		32,200	$	359,389	$	19.86
142	Lithonia, GA	Turner Hill Marketplace I-20 and Turner Hill Road		30038	SC	Fee (3)	2004		2012		5	%		124,975	$	1,028,300	$	11.37	Bed Bath & Beyond, Best Buy, Sam’s Club (Not Owned), Toys “R” Us
143	Loganville, GA	Midway Plaza 910 Athens Highway		30052	SC	Fee (3)	1995		2003		20	%		91,196	$	952,052	$	11.23	Kroger
144	Macon, GA	Eisenhower Annex 4685 Presidential Parkway		31206	SC	Fee	2002		2007		100	%		81,977	$	610,410	$	11.22	hhgregg, PetSmart

25

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired		DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
145	Macon, GA	Eisenhower Crossing 4685 Presidential Parkway		31206	SC	Fee (3)	2002		2007		15	%		420,336	$	4,639,664	$	11.12	Ashley Furniture, Bed Bath & Beyond, Best Buy (Not Owned), Dick’s Sporting Goods, Home Depot (Not Owned), Kroger, Marshalls, Michaels, Old Navy, Ross Dress For Less, Staples, Target (Not Owned)
146	Marietta, GA	Towne Center Prado 50 Ernest Barrett Parkway Northeast		30066	SC	Fee	1995/2002		1995		100	%		326,683	$	3,527,902	$	12.72	Publix, Ross Dress For Less, Stein Mart
147	Mcdonough, GA	Shoppes at Lake Dow 900-938 Highway 81 East		30252	SC	Fee (3)	2002		2007		20	%		72,727	$	837,583	$	12.12	Publix
148	Newnan, GA	Newnan Pavilion 1074 Bullsboro Drive		30265	SC	Fee (3)	1998		2007		15	%		468,427	$	2,438,571	$	12.86	Academy Sports, Anna’s Linens, Home Depot, Kohl’s, OfficeMax, PetSmart, Ross Dress For Less
149	Newnan, GA	Newnan Crossing 955-1063 Bullsboro Drive		30264	SC	Fee	1995		2003		100	%		156,497	$	1,310,436	$	8.37	Hobby Lobby (Not Owned), Lowe’s, Walmart (Not Owned)
150	Norcross, GA	Jones Bridge Square 5075 Peachtree Parkway		30092	SC	Fee	1999		2007		100	%		83,363	$	787,636	$	9.96	Ingles
151	Rome, GA	2700 Martha Berry Highway Northeast		30165	SC	Fee	2001/2012		2007		100	%		21,853	$	72,000	$	8.00
152	Roswell, GA	Stonebridge Square 610-20 Crossville Road		30075	SC	Fee (3)	2002		2007		15	%		159,537	$	1,743,363	$	12.41	Kohl’s, Michaels
153	Roswell, GA	Sandy Plains Village Georgia Highway 92 and Sandy Plains Road		30075	SC	Fee	1978/1995		2007		100	%		180,094	$	655,722	$	14.61	Movie Tavern, Walmart Neighborhood Market
154	Smyrna, GA	Heritage Pavilion 2540 Cumberland Boulevard		30080	SC	Fee (3)	1995		2007		15	%		255,971	$	3,098,594	$	12.11	American Signature Furniture, Anna’s Linens, Marshalls, PetSmart, Ross Dress For Less, T.J. Maxx
155	Snellville, GA	Presidential Commons 1630-1708 Scenic Highway		30078	SC	Fee	2000		2007		100	%		375,116	$	4,165,468	$	11.07	buybuy BABY, Home Depot, Jo-Ann Fabric and Craft Stores, Kroger, Stein Mart
156	Snellville, GA	Rite Aid 3295 Centerville Highway		30039	SC	Fee	1997		2007		100	%		10,594	$	204,893	$	19.34
157	Stone Mountain, GA	Deshon Plaza 380 North Deshon Road		30087	SC	Fee (3)	1994		2007		20	%		64,055	$	698,943	$	10.91	Publix
158	Suwanee, GA	Johns Creek Town Center 3630 Peachtree Parkway		30024	SC	Fee	2001/2004		2003		100	%		293,336	$	3,508,790	$	12.33	Kohl’s, Michaels, PetSmart, Shoe Gallery, Staples, Stein Mart
159	Suwanee, GA	Suwanee Crossroads Lawrenceville Road and Satellite Boulevard		30024	SC	Fee (3)	2002		2007		15	%		72,100	$	439,572	$	12.83	Walmart (Not Owned)
160	Sylvania, GA	BI-LO 1129 West Ogeechee Street		30467	SC	Fee	2002		2007		100	%		36,000	$	378,000	$	10.50	BI-LO
161	Tucker, GA	Cofer Crossing 4349-4375 Lawrenceville Highway		30084	SC	Fee (3)	1998/2003		2003		20	%		137,757	$	1,057,044	$	13.13	HomeGoods, Kroger, Walmart (Not Owned)
162	Warner Robins, GA	Warner Robins Place 2724 Watson Boulevard		31093	SC	Fee	1997		2003		100	%		118,692	$	1,450,405	$	12.60	Lowe’s (Not Owned), Staples, T.J. Maxx, Walmart (Not Owned)
163	Woodstock, GA	Woodstock Place 10029 Highway 928		30188	SC	Fee	1995		2003		100	%		170,940	$	252,641	$	13.08
164	Woodstock, GA	Woodstock Square 120-142 Woodstock Square		30189	SC	Fee (3)	2001		2007		15	%		218,859	$	2,958,407	$	13.79	Kohl’s, OfficeMax, Old Navy, Target (Not Owned)

26

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	Idaho
165	Meridian, ID	Meridian Crossroads Eagle and Fairview Road		83642	SC	Fee	1999/2001/2002/ 2003/2004		1	*		100	%		527,996	$	6,057,151	$	13.45	Babies “R” Us, Bed Bath & Beyond, Craft Warehouse, Office Depot, Old Navy, Ross Dress For Less, Shopko, Sportsman’s Warehouse, Walmart (Not Owned)
166	Nampa, ID	Nampa Gateway Center 1200 North Happy Valley Road		83687	SC	Fee	2008		1	*		100	%		469,123	$	1,358,666	$	13.06	Idaho Athletic Club, JCPenney, Macy’s, Regal Cinemas, Sports Authority
	Illinois
167	Deer Park, IL	Deer Park Town Center 20530 North Rand Road, Suite 133		60010	LC	Fee (3)	2000/2004		1	*		25.75	%		359,506	$	9,710,080	$	31.15	Barnes & Noble (Not Owned), Century Theatres, Crate & Barrel, Gap
168	Mchenry, IL	The Shops at Fox River 3340 Shoppers Drive		60050	SC	Fee	2006		1	*		100	%		315,313	$	4,070,734	$	12.70	Bed Bath & Beyond, Best Buy, Dick’s Sporting Goods, JCPenney (Not Owned), Jo-Ann Fabric and Craft Stores, PetSmart, Ross Dress For Less, T.J. Maxx
169	Orland Park, IL	Home Depot Center 15800 Harlem Avenue		60462	SC	Fee	1987/1993		2004			100	%		149,526	$	1,448,273	$	10.86	Home Depot
170	Roscoe, IL	Hilander Village 4860 Hononegah Road		61073	SC	Fee (3)	1994		2007			20	%		125,712	$	965,153	$	9.25	Hilander
171	Schaumburg, IL	Woodfield Village Green 1430 East Golf Road		60173	SC	Fee (3)	1993/1998/2002		2012			5	%		508,630	$	7,799,872	$	18.81	Bloomingdale’s The Outlet Store, Container Store, Costco (Not Owned), hhgregg, HomeGoods, Marshalls, Michaels, Nordstrom Rack, Saks Off 5th, PetSmart
172	Skokie, IL	Village Crossing 5507 West Touhy Avenue		60077	SC	Fee (3)	1989		2007			15	%		442,953	$	7,594,368	$	19.13	AMC Theatres, Barnes & Noble, Bed Bath & Beyond, Best Buy, Michaels, OfficeMax, PetSmart
173	Tinley Park, IL	Brookside Marketplace 191st Street and Harlem Avenue		60487	SC	Fee	2006/2007/2008/ 2009/2011		2012			100	%		275,712	$	3,443,793	$	14.01	Best Buy, Dick’s Sporting Goods, HomeGoods, Kohl’s (Not Owned), Michaels, PetSmart, Target (Not Owned)
	Indiana
174	Bedford, IN	Town Fair Center 1320 James Avenue		47421	SC	Fee	1993/1997		2	*		100	%		223,431	$	1,271,855	$	5.80	Dunham’s Sports, Goody’s, JCPenney, Kmart
175	Evansville, IN	East Lloyd Commons 6300 East Lloyd Expwy		47715	SC	Fee	2005		2007			100	%		159,682	$	2,243,208	$	14.05	Best Buy, Gordman’s, Michaels
176	Highland, IN	Highland Grove Shopping Center Highway 41 and Main Street		46322	SC	Fee (3)	1995/2001		2007			20	%		312,447	$	3,913,631	$	12.65	Best Buy (Not Owned), Dick’s Sporting Goods (Not Owned), hhgregg (Not Owned), Kohl’s, Marshalls, Michaels, OfficeMax, Target (Not Owned)
177	Indianapolis, IN	Glenlake Plaza 2629 East 65th Street		46220	SC	Fee (3)	1980		2007			20	%		102,184	$	792,385	$	8.87	Kroger
178	South Bend, IN	Broadmoor Plaza 1217 East Ireland Road		46614	SC	Fee (3)	1987		2007			20	%		115,059	$	1,158,429	$	11.25	Kroger
	Iowa
179	Cedar Rapids, IA	Northland Square 303 -367 Collins Road, Northeast		52404	SC	Fee	1984		1998			100	%		187,068	$	2,019,851	$	10.80	Barnes & Noble, Kohl’s, OfficeMax, T.J. Maxx
	Kansas
180	Merriam, KS	Merriam Town Center 5700 Antioch Road		66202	SC	Fee (3)	1998/2004		2012			5	%		351,244	$	4,303,852	$	12.49	Cinemark, Dick’s Sporting Goods, Hen House, Home Depot (Not Owned), Marshalls, OfficeMax, PetSmart
181	Overland Park, KS	Overland Pointe Marketplace Interstate 135 and Antioch Road		66213	SC	Fee (3)	2001/2004		2012			5	%		80,047	$	823,285	$	18.65	Babies “R” Us, Home Depot (Not Owned), Party City (Not Owned), Sam’s Club (Not Owned)
	Kentucky
182	Louisville, KY	Outer Loop Plaza 7505 Outer Loop Highway		40228	SC	Fee	1973/1989/1998		2004			100	%		120,939	$	717,721	$	6.21	Value Market

27

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	Maine
183	Brunswick, ME	Cook’s Corners 172 Bath Road		04011	SC	GL	1965		1997			100	%		306,390	$	2,090,670	$	7.70	Big Lots, Regal Cinemas, Sears, T.J. Maxx
	Maryland
184	Bowie, MD	Duvall Village 4825 Glenn Dale Road		20720	SC	Fee	1998		2007			100	%		88,022	$	617,502	$	22.32
185	Glen Burnie, MD	Harundale Plaza 7440 Ritchie Highway		21061	SC	Fee (3)	1999		2007			20	%		217,619	$	1,571,854	$	10.22	Burlington Coat Factory, HomeGoods
186	Hagerstown, MD	Valley Park Commons 1520 Wesel Boulevard		21740	SC	Fee	1993/2006		2007			100	%		87,775	$	1,079,555	$	11.93	Hobby Lobby, Lowe’s (Not Owned), Martin’s Food Store (Not Owned), Sam’s Club (Not Owned)
187	Salisbury, MD	The Commons East North Point Drive		21801	SC	Fee	1999		1	*		100	%		130,259	$	1,550,691	$	14.43	Best Buy, Home Depot (Not Owned), Michaels, Target (Not Owned)
188	Upper Marlboro, MD	Largo Town Center 950 Largo Center Drive		20774	SC	Fee (3)	1991		2007			20	%		277,352	$	4,005,359	$	13.06	Marshalls, Regency Furniture, Shoppers Food Warehouse
189	White Marsh, MD	Costco Plaza 9919 Pulaski Highway		21220	SC	Fee (3)	1987/1992		2007			15	%		209,851	$	1,502,407	$	7.13	Big Lots, Costco, Home Depot (Not Owned), Pep Boys, PetSmart
	Massachusetts
190	Everett, MA	Gateway Center 1 Mystic View Road		02149	SC	Fee	2001		1	*		100	%		353,791	$	5,206,799	$	18.77	Babies “R” Us, Bed Bath & Beyond, Costco (Not Owned), Home Depot, Michaels, OfficeMax, Old Navy, Target (Not Owned)
191	Framingham, MA	Shoppers World 1 Worcester Road		01701	SC	Fee (3)	1994		2012			5	%		778,476	$	15,032,176	$	20.70	A.C. Moore, AMC Theatres, Babies “R” Us, Barnes & Noble, Best Buy, Bob’s Stores, DSW, Kohl’s, Macy’s, Marshalls, Nordstrom Rack, PetSmart, Sports Authority, T.J. Maxx, Toys “R” Us
192	West Springfield, MA	Riverdale Shops 935 Riverdale Street		01089	SC	Fee (3)	1985/2003		2007			20	%		273,435	$	3,388,949	$	13.32	Kohl’s, Stop & Shop
193	Worcester, MA	Worcester Plaza 301 Barber Avenue		01606	SC	Fee	1998		2007			100	%		107,929	$	1,116,581	$	10.34
	Michigan
194	Chesterfield, MI	Chesterfield Corners Marketplace Boulevard		48051	SC	Fee	2006		2003			100	%		26,000	$	71,200	$	9.01	Menards (Not Owned), Walmart (Not Owned)
195	Dearborn Heights, MI	Walgreens 8706 North Telegraph Road		48127	SC	Fee	1998/1999		2007			100	%		13,905	$	385,510	$	27.72
196	Grand Rapids, MI	Green Ridge Square 3390-B Alpine Avenue Northwest		49504	SC	Fee	1989/1991/1995		1995			100	%		216,288	$	2,602,686	$	12.36	Bed Bath & Beyond, Best Buy, Michaels, T.J. Maxx, Target (Not Owned), Toys “R” Us (Not Owned)
197	Grandville, MI	Grandville Marketplace Intersection 44th Street and Canal Avenue		49418	SC	Fee (3)	2003		2012			5	%		215,589	$	2,133,916	$	10.57	Gander Mountain, Hobby Lobby, Lowe’s (Not Owned), OfficeMax
198	Howell, MI	Grand River Plaza 3599 East Grand River		48843	SC	Fee	1991		1993			100	%		214,501	$	1,278,117	$	7.03	Dunham’s Sporting Goods, Elder-Beerman, T.J. Maxx
199	Lansing, MI	Marketplace at Delta Township 8305 West Saginaw Highway 196 Ramp		48917	SC	Fee	2000/2001		2003			100	%		135,703	$	1,599,633	$	11.72	Gander Mountain, Lowe’s (Not Owned), Michaels, PetSmart, Staples, Walmart (Not Owned)
200	Livonia, MI	Walgreens 29200 Six Mile Road		48152	SC	Fee	1998/1999		2007			100	%		13,905	$	269,061	$	19.35
201	Milan, MI	Milan Plaza 531 West Main Street		48160	SC	Fee (3)	1955		2007			20	%		65,764	$	260,349	$	4.64	Kroger

28

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
202	Mt. Pleasant, MI	Indian Hills Plaza 4208 East Blue Grass Road		48858	SC	Fee	1990/2012		2	*		100	%		249,680	$	1,638,592	$	8.81	Dick’s Sporting Goods, Jo-Ann Fabric and Craft Stores, Kroger, T.J. Maxx
203	Sault St. Marie, MI	Cascade Crossing 4516 I-75 Business Spur		49783	SC	Fee	1993/1998		1994			100	%		276,361	$	1,411,891	$	8.12	Dunham’s Sporting Goods, Glen’s Market, JCPenney, T.J. Maxx
204	Westland, MI	Walgreens 7210 North Middlebelt		48185	SC	Fee	2005		2007			100	%		13,905	$	285,053	$	20.50
	Minnesota
205	Coon Rapids, MN	Riverdale Village 12921 Riverdale Drive		55433	SC	Fee (3)	2003		2012			5	%		779,012	$	9,277,590	$	16.03	Bed Bath & Beyond, Best Buy, Costco (Not Owned), Dick’s Sporting Goods, DSW, JCPenney, Jo-Ann Fabric and Craft Stores, Kohl’s, Old Navy, Sears, T.J. Maxx
206	Maple Grove, MN	Maple Grove Crossing Weaver Lake Road and I-94		55369	SC	Fee	1995/2002		1996			100	%		266,091	$	2,682,403	$	11.76	Barnes & Noble, Bed Bath & Beyond, Cub Foods (Not Owned), Kohl’s, Michaels
207	St. Paul, MN	Midway Marketplace 1450 University Avenue West		55104	SC	Fee (3)	1995		2012			5	%		324,354	$	2,461,282	$	9.81	Cub Foods, Herberger’s (Not Owned), LA Fitness, Walmart
	Mississippi
208	Gulfport, MS	Crossroads Center Crossroads Parkway		39503	SC	GL	1999		2003			100	%		546,644	$	5,750,537	$	11.85	Academy Sports, Barnes & Noble, Bed Bath & Beyond, Belk, Burke’s Outlet, Cinemark, Michaels, Office Depot, Ross Dress For Less, T.J. Maxx
209	Jackson, MS	The Junction 6351 I-55 North 3		39213	SC	Fee	1996		2003			100	%		107,780	$	1,106,776	$	11.45	Home Depot (Not Owned), Office Depot, PetSmart, Target (Not Owned)
210	Oxford, MS	Oxford Place 2015-2035 University Avenue		38655	SC	Fee (3)	2000		2003			20	%		71,866	$	344,012	$	16.00	Kroger
211	Starkville, MS	Starkville Crossings 882 Highway 12 West		39759	SC	Fee	1999/2004		1994			100	%		133,691	$	903,655	$	6.90	JCPenney, Kroger, Lowe’s (Not Owned)
212	Tupelo, MS	Big Oaks Crossing 3850 North Gloster Street		38801	SC	Fee	1992		1994			100	%		348,236	$	1,970,318	$	5.89	Jo-Ann Fabric and Craft Stores, Sam’s Club, Walmart
	Missouri
213	Arnold, MO	Jefferson County Plaza Vogel Road		63010	SC	Fee	2002		1	*		100	%		42,091	$	285,987	$	12.63	Home Depot (Not Owned), Target (Not Owned)
214	Brentwood, MO	The Promenade at Brentwood 1 Brentwood Promenade Court		63144	SC	Fee	1998		1998			100	%		299,584	$	4,359,569	$	14.55	Bed Bath & Beyond, Micro Center, PetSmart, Target
215	Des Peres, MO	Olympic Oaks Village 12109 Manchester Road		63121	SC	Fee	1985		1998			100	%		87,372	$	1,218,081	$	19.56	T.J. Maxx
216	Fenton, MO	Fenton Plaza Gravois and Highway 141		63206	SC	Fee	1970/1997		1/2	*		100	%		100,420	$	930,476	$	11.07	Aldi
217	Independence, MO	Independence Commons 900 East 39th Street		64057	SC	Fee	1995/1999		1995			100	%		386,057	$	4,739,959	$	12.74	AMC Theatres, Barnes & Noble, Best Buy, Kohl’s, Marshalls, Ross Dress For Less, Shoe Carnival
218	Springfield, MO	Morris Corners 1425 East Battlefield		65804	SC	GL	1989		1998			100	%		56,033	$	548,416	$	10.43	Toys “R” Us
219	St. John, MO	St. John Crossings 9000-9070 St. Charles Rock Road		63114	SC	Fee	2003		2003			100	%		94,173	$	1,136,259	$	12.05	Shop ‘N Save
220	St. Louis, MO	Southtown Centre Kings Highway and Chippewa		63109	SC	Fee	2004/2012		1998			100	%		88,364	$	1,264,600	$	16.19	OfficeMax
221	Sunset Hills, MO	Plaza at Sunset Hills 10980 Sunset Plaza		63128	SC	Fee	1997		1998			100	%		450,938	$	5,575,119	$	13.20	Bed Bath & Beyond, Home Depot, Marshalls, PetSmart, Ross Dress For Less, Stein Mart, Toys “R” Us
	Nevada
222	Reno, NV	Reno Riverside East First Street and Sierra		89505	SC	Fee	2000		2000			100	%		52,474	$	745,923	$	14.27	Century Theatres

29

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	New Jersey
223	East Hanover, NJ	East Hanover Plaza 154 State Route 10		07936	SC	Fee	1994		2007			100	%		97,500	$	1,908,597	$	19.58	Costco (Not Owned), Sports Authority, Target (Not Owned)
224	Edgewater, NJ	Edgewater Towne Center 905 River Road		07020	SC	Fee	2000		2007			100	%		77,508	$	1,889,957	$	24.38	Whole Foods
225	Freehold, NJ	Freehold Marketplace New Jersey Highway 33 and West Main Street (Route 537)		07728	SC	Fee	2005		1	*		100	%		20,743	$	620,000	$	—	Sam’s Club (Not Owned), Walmart (Not Owned)
226	Hamilton, NJ	Hamilton Marketplace New Jersey State Highway 130 and Klockner Road		08691	SC	Fee	2004		2003			100	%		531,820	$	8,713,309	$	15.69	Barnes & Noble, Bed Bath & Beyond, BJ’s Wholesale Club (Not Owned), Kohl’s, Lowe’s (Not Owned), Michaels, Ross Dress For Less, Shop-Rite, Staples, Walmart (Not Owned)
227	Lumberton, NJ	Crossroads Plaza 1520 Route 38		08036	SC	Fee (3)	2003		2007			20	%		89,627	$	1,636,530	$	18.26	Lowe’s (Not Owned), Shop-Rite
228	Lyndhurst, NJ	Lewandowski Commons 434 Lewandowski Street		07071	SC	Fee (3)	1998		2007			20	%		78,097	$	1,488,569	$	22.51	Stop & Shop
229	Mays Landing, NJ	Wrangleboro Consumer Square 2300 Wrangleboro Road		08330	SC	Fee	1997		2004			100	%		841,161	$	9,988,085	$	13.85	Babies “R” Us, Best Buy, BJ’s Wholesale Club, Christmas Tree Shops, Dick’s Sporting Goods, Just Cabinets, Kohl’s, Michaels, PetSmart, Staples, Target
230	Mays Landing, NJ	Hamilton Commons 4215 Black Horse Pike		08330	SC	Fee	2001		2004			100	%		398,578	$	6,061,260	$	15.67	Bed Bath & Beyond, hhgregg, Marshalls, Regal Cinemas, Ross Dress For Less, Sports Authority
231	Princeton, NJ	Nassau Park Pavilion Route 1 and Quaker Bridge Road		02071	SC	Fee	1995/2000/2005		1997			100	%		598,329	$	9,369,746	$	18.22	Babies “R” Us, Best Buy, buybuy BABY, Dick’s Sporting Goods, Home Depot (Not Owned), HomeGoods, Kohl’s, Michaels, PetSmart, Sam’s Club (Not Owned), Target (Not Owned), Walmart (Not Owned), Wegman’s Food Markets
232	Union, NJ	Route 22 Retail Center 2700 U.S. Highway 22 East		07083	SC	Fee	1997		2007			100	%		107,546	$	1,819,484	$	17.74	Babies “R” Us, Dick’s Sporting Goods, Target (Not Owned)
233	West Long Branch, NJ	Consumer Centre 310 State Highway #36		07764	SC	Fee	1993		2004			100	%		292,999	$	3,824,158	$	12.77	buybuy BABY, Home Depot, PetSmart, Sports Authority
234	Woodland Park, NJ	West Falls Plaza 1730 Route 46		07424	SC	Fee (3)	1995		2007			20	%		88,913	$	1,991,693	$	22.39	A & P Company
	New York
235	Amherst, NY	Burlington Plaza 1551 Niagara Falls Boulevard		14228	SC	GL	1978/1982/ 1990/ 1998		2004			100	%		190,665	$	1,883,435	$	10.99	Burlington Coat Factory, Jo-Ann Fabric and Craft Stores
236	Amherst, NY	Tops Plaza 3190 Niagara Falls Boulevard		14228	SC	Fee (3)	1986		2004			20	%		145,642	$	1,134,970	$	8.61	Tops Markets
237	Batavia, NY	Batavia Commons 419 West Main Street		14020	SC	Fee (3)	1990		2012			5	%		49,431	$	386,345	$	8.81
238	Batavia, NY	BJ’s Plaza 8326 Lewiston Road		14020	SC	Fee (3)	1996		2012			5	%		95,846	$	904,755	$	9.44	BJ’s Wholesale Club
239	Big Flats, NY	Big Flats Consumer Square 830 County Route 64		14814	SC	Fee	1993/2001		2004			100	%		641,222	$	4,772,755	$	8.10	Barnes & Noble, Bed Bath & Beyond, Hobby Lobby, Michaels, Old Navy, Sam’s Club, Staples, T.J. Maxx, Tops Markets
240	Buffalo, NY	Elmwood Regal Center 1951-2023 Elmwood Avenue		14207	SC	Fee	1997		2004			100	%		133,940	$	1,893,865	$	15.75	Regal Cinemas
241	Buffalo, NY	Delaware Consumer Square 2636-2658 Delaware Avenue		14216	SC	GL	1995		2004			100	%		238,403	$	1,946,092	$	15.53	OfficeMax, Target

30

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
242	Cheektowaga, NY	Walden Consumer Square 1700-1750 Walden Avenue		14225	SC	Fee (3)	1997/1999/2004		2012			5	%		253,225	$	2,147,471	$	8.62	Michaels, Office Depot, Pricerite Supermarket, Target
243	Cheektowaga, NY	2015 Walden Avenue		14225	SC	Fee (3)	1994		2012			5	%		26,500	$	—	$	—
244	Cheektowaga, NY	Walden Place 2130-2190 Walden Avenue		14225	SC	Fee (3)	1994/1999		2012			5	%		68,002	$	654,238	$	12.23	Ollie’s Bargain Outlet
245	Cheektowaga, NY	Thruway Plaza 2195 Harlem Road		14225	SC	Fee	1965/1995/ 1997/ 2004		2004			100	%		385,040	$	2,895,577	$	7.36	CW Price, Home Depot (Not Owned), Movieland 8 Theatres, M&T Bank, Tops Markets, Value City Furniture, Walmart
246	Cheektowaga, NY	Rite Aid 2401 Gennesee Street		14225	SC	Fee	2000		2007			100	%		10,908	$	335,592	$	30.77
247	Cheektowaga, NY	Union Road Plaza 3637 Union Road		14225	SC	Fee (3)	1979/1982/ 1997/ 2003		2012			5	%		170,533	$	810,954	$	11.62
248	Cheektowaga, NY	Union Consumer Square 3771-3787 and 3791-3803 Union Road		14225	SC	Fee (3)	1989		2012			5	%		386,320	$	3,461,065	$	10.87	Bed Bath & Beyond, Marshalls, OfficeMax, Sam’s Club
249	Cheektowaga, NY	Tops Plaza 3825-3875 Union Road		14225	SC	Fee (3)	1978/1989/ 1995/ 2004		2004			20	%		151,357	$	1,545,150	$	11.28	Tops Markets
250	Clarence, NY	Jo-Ann Plaza 4101 Transit Road		14221	SC	Fee (3)	1994		2012			5	%		92,720	$	782,491	$	8.44	Big Lots, Jo-Ann Fabric and Craft Stores, OfficeMax
251	Dewitt, NY	Michaels 3133 Erie Boulevard		13214	SC	Fee	2002		2004			100	%		38,413	$	448,543	$	11.68	Michaels
252	Dunkirk, NY	Rite Aid 1166 Central Avenue		14048	SC	GL	2000		2007			100	%		10,908	$	210,569	$	19.30
253	Gates, NY	Westgate Plaza 2000 Chili Avenue		14624	SC	Fee	1998		2004			100	%		330,146	$	3,408,488	$	10.21	Staples, Walmart
254	Greece, NY	Jo-Ann/PetSmart Plaza 3042 West Ridge Road		14626	SC	Fee	1993/1999		2004			100	%		75,916	$	837,927	$	11.04	Jo-Ann Fabric and Craft Stores, PetSmart
255	Hamburg, NY	Mckinley Mall 3701 Mckinley Parkway		14075	SC	Fee	1990/2001		2004			100	%		128,944	$	495,881	$	16.81
256	Hamburg, NY	Mckinley Milestrip (Home Depot) 4405 Milestrip Road		14219	SC	GL	1999/2000		2004			100	%		246,187	$	2,569,800	$	12.04	Home Depot, Jo-Ann Fabric and Craft Stores
257	Hamburg, NY	BJ’s Plaza 4408 Milestrip Road		14075	SC	GL	1990/1997		2004			100	%		175,965	$	1,938,927	$	11.02	BJ’s Wholesale Club, OfficeMax
258	Horseheads, NY	Southern Tier Crossing Ann Page Road and I-86		14845	SC	Fee	2008		1	*		100	%		156,810	$	2,024,351	$	14.29	Aldi (Not Owned), Dick’s Sporting Goods, Jo-Ann Fabric and Craft Stores, Kohl’s (Not Owned), Walmart (Not Owned)
259	Irondequoit, NY	Culver Ridge Plaza 2255 Ridge Road East		14622	SC	Fee (3)	1972/1984/1997		2004			20	%		225,185	$	2,436,719	$	11.55	CW Price, Regal Cinemas
260	Ithaca, NY	Tops Plaza 614-722 South Meadow		14850	SC	Fee	1990/1999/2003		2004			100	%		229,464	$	3,349,708	$	15.54	Barnes & Noble, Michaels, Ollie’s Bargain Outlet, Tops Markets
261	Jamestown, NY	Tops Plaza 1800-2000 Washington Street		14702	SC	Fee (3)	1997		2004			20	%		98,001	$	1,005,622	$	10.89	Tops Markets
262	Leroy, NY	Tops Plaza 128 West Main Street		14482	SC	Fee (3)	1997		2004			20	%		62,747	$	489,994	$	9.06	Tops Markets
263	Lockport, NY	Tops Plaza 5789 & 5839 Transit Road and Hamm		14094	SC	Fee	1993		2004			100	%		296,582	$	2,554,583	$	8.99	Sears Hometown, Tops Markets, Walmart

31

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
264	New Hartford, NY	Hannaford Plaza 40 Kellogg Road		13413	SC	Fee	1998		2004			100	%		110,732	$	1,122,558	$	12.94	Hannaford
265	Niskayuna, NY	Mohawk Commons 402-442 Balltown Road		12121	SC	Fee	2002		2004			100	%		404,983	$	4,887,528	$	11.94	Barnes & Noble, Bed Bath & Beyond, Lowe’s, Marshalls, Price Chopper, Target (Not Owned)
266	North Tonawanda, NY	Mid-City Plaza 955-987 Payne Avenue		14120	SC	Fee	1960/1976/1980/ 1995/1997/2004		2004			100	%		222,344	$	2,407,540	$	11.65	Grossman’s Bargain Outlet, Tops Markets
267	Olean, NY	Walmart Plaza 3142 West State Street		14760	SC	Fee	1993/2004		2004			100	%		353,326	$	2,429,396	$	6.93	BJ’s Wholesale Club, Carmike Cinemas, Home Depot (Not Owned), Walmart
268	Ontario, NY	Tops Plaza 6254-6272 Furnace Road		14519	SC	Fee (3)	1998		2004			20	%		77,040	$	697,358	$	9.59	Tops Markets
269	Orchard Park, NY	Crossroads Centre 3245 Southwestern Boulevard		14127	SC	Fee (3)	2000		2004			20	%		167,805	$	1,724,285	$	10.86	Lowe’s (Not Owned), Stein Mart, Tops Markets
270	Penfield, NY	Panorama Plaza 1601 Penfield Road		14625	SC	Fee (3)	1959/1965/1972/ 1980/1986/1994		2004			20	%		279,219	$	3,243,143	$	12.51	Staples, Tops Markets, Tuesday Morning
271	Rome, NY	Freedom Plaza 205-211 Erie Boulevard West		13440	SC	Fee	1978/2000/ 2001/ 2006		2004			100	%		197,397	$	1,412,173	$	6.96	JCPenney, Marshalls, Staples, Tops Markets
272	Tonawanda, NY	Sheridan Plaza 2309 Eggert Road		14150	SC	Fee	1976/1985/1996		2004			100	%		121,846	$	660,850	$	9.61	Best Fitness
273	Victor, NY	Victor Square 2-10 Commerce Drive		14564	SC	Fee	2000		2004			100	%		55,943	$	579,396	$	11.89	Optigolf
274	Warsaw, NY	Tops Plaza 2382 Route 19		14569	SC	Fee (3)	1998		2004			20	%		74,105	$	512,254	$	8.36	Tops Markets, Walmart (Not Owned)
275	West Seneca, NY	Home Depot Plaza 1881 Ridge Road		14224	SC	GL	1975/1983/ 1987/ 1995		2004			100	%		139,453	$	1,445,404	$	10.58	Home Depot
276	Williamsville, NY	Williamsville Place 5395 Sheridan Drive		14221	SC	Fee	1986/1995/2003		2004			100	%		102,792	$	1,168,054	$	15.12
277	Williamsville, NY	Premier Place 7864-8020 Transit Road		14221	SC	Fee (3)	1986/1994/1998		2012			5	%		141,639	$	1,204,744	$	11.70	Premier Liquors, Stein Mart
	North Carolina
278	Apex, NC	Apex Promenade 1201 Hadden Drive		27502	SC	Fee	2009		2007			100	%		35,863	$	471,000	$	13.13	hhgregg
279	Apex, NC	Beaver Creek Crossings 1335 West Williams Street		27502	SC	Fee	2006		1	*		100	%		316,803	$	4,773,496	$	16.07	Dick’s Sporting Goods, Regal Cinemas, T.J. Maxx
280	Asheville, NC	River Hills 299 Swannanoa River Road		28805	SC	Fee (3)	1996		2012			5	%		190,970	$	2,028,229	$	10.62	Carmike Cinemas, Dick’s Sporting Goods, Haverty’s, Kitchen & Company, Michaels, OfficeMax, Target (Not Owned)
281	Asheville, NC	Oakley Plaza Fairview Road at Interstate 240		28801	SC	Fee	1988		2007			100	%		118,699	$	952,898	$	8.24	Babies “R” Us, BI-LO
282	Cary, NC	hhgregg 1401 Piney Plains Road		27511	SC	Fee	2000		2007			100	%		29,235	$	292,350	$	10.00	hhgregg
283	Chapel Hill, NC	Meadowmont Village West Barbee Chapel Road		27517	SC	Fee (3)	2002		2007			20	%		132,364	$	2,129,513	$	19.63	Harris Teeter
284	Charlotte, NC	Cotswold Village Shopping Center 308 South Sharon Amity Road		28211	SC	Fee	1950/1993/2007		2011			100	%		260,654	$	4,964,149	$	20.09	Books-A-Million, Harris Teeter, Marshalls, PetSmart
285	Charlotte, NC	Terraces at South Park 4735 Sharon Road		28210	SC	Fee	1998		2011			100	%		28,658	$	920,547	$	33.86
286	Charlotte, NC	Camfield Corners 8620 Camfield Street		28277	SC	Fee	1994		2007			100	%		69,857	$	874,362	$	12.88	BI-LO

32

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
287	Charlotte, NC	Carolina Pavilion 9425-9575 South Boulevard		28273	SC	Fee	1995-1997		2012			100	%		730,119	$	7,310,508	$	11.38	AMC Theatres, Babies “R” Us, Bed Bath & Beyond, buybuy BABY, Golfsmith, hhgregg, Jo-Ann Fabric and Craft Stores, Kohl’s, Nordstrom Rack, Old Navy, Ross Dress For Less, Sears Outlet, Sports Authority, Target (Not Owned), Value City Furniture
288	Clayton, NC	Clayton Corners U.S. Highway 70 West		27520	SC	Fee (3)	1999		2007			20	%		125,708	$	1,379,288	$	11.80	Lowe’s Foods
289	Cornelius, NC	The Shops at The Fresh Market 20601 Torrence Chapel Road		28031	SC	Fee	2001		2007			100	%		130,113	$	1,277,849	$	10.04	The Fresh Market, Stein Mart
290	Durham, NC	Oxford Commons 3500 Oxford Road		27702	SC	Fee	1990/2001		1/2	*		100	%		208,014	$	682,165	$	3.76	Burlington Coat Factory, Food Lion
291	Durham, NC	Patterson Place 3616 Witherspoon Boulevard		27707	SC	Fee (3)	2004		2007			20	%		160,942	$	2,298,248	$	14.69	A.C. Moore, Bed Bath & Beyond, DSW, Home Depot (Not Owned), Kohl’s (Not Owned), Kroger (Not Owned)
292	Durham, NC	South Square 4001 Durham Chapel		27707	SC	Fee (3)	2005		2007			20	%		109,590	$	1,722,302	$	15.91	Office Depot, Ross Dress For Less, Sam’s Club (Not Owned), Target (Not Owned)
293	Fayetteville, NC	Fayetteville Pavilion 2061 Skibo Road		28314	SC	Fee (3)	1998/2001		2007			20	%		273,969	$	3,099,496	$	11.31	Dick’s Sporting Goods, Food Lion, Marshalls, Michaels, PetSmart
294	Fayetteville, NC	Cross Pointe Centre 5075 Morganton Road		28314	SC	Fee	1985/2003		2003			100	%		226,089	$	1,953,301	$	13.38	Bed Bath & Beyond, T.J. Maxx
295	Fuquay Varina, NC	Sexton Commons 1420 North Main Street		27526	SC	Fee (3)	2002		2007			20	%		49,097	$	768,560	$	16.46	Harris Teeter
296	Greensboro, NC	Wendover Village 4203-4205 West Wendover Avenue		27407	SC	Fee	2004		2007			100	%		35,895	$	968,690	$	26.99	Costco (Not Owned)
297	Greensboro, NC	Adam’s Farm 5710 High Point Road		27407	SC	Fee	2004		2007			100	%		112,010	$	977,335	$	11.01	Harris Teeter
298	Greensboro, NC	Golden Gate East Cornwallis Drive		27405	SC	Fee	1962/2002		2007			100	%		151,371	$	901,551	$	8.29	Food Lion, Staples
299	Greensboro, NC	Wendover Village West Wendover Avenue		27407	SC	Fee (3)	2004		2007			20	%		134,810	$	839,406	$	14.56	A.C. Moore
300	Huntersville, NC	Birkdale Village 8712 Lindholm Drive, Suite 206		28078	LC	Fee (3)	2003		2007			15	%		300,249	$	6,226,864	$	23.64	Barnes & Noble, Dick’s Sporting Goods, Regal Cinemas (Not Owned)
301	Huntersville, NC	Rosedale Shopping Center 9911 Rose Commons Drive		28078	SC	Fee (3)	2000		2007			20	%		119,087	$	1,707,955	$	15.88	Harris Teeter
302	Indian Trail, NC	Union Town Center Independence and Faith Church Road		28079	SC	Fee	1999		2004			100	%		98,160	$	900,460	$	9.87	Food Lion
303	Mooresville, NC	Mooresville Consumer Square 355 West Plaza Drive		28117	SC	Fee	1999/2006		2004			100	%		472,182	$	3,517,443	$	8.05	Gander Mountain, Ollie’s Bargain Outlet, Walmart
304	Mooresville, NC	Winslow Bay Commons Bluefield Road and Highway 150		28117	SC	Fee (3)	2003		2007			15	%		269,586	$	3,656,405	$	13.57	Dick’s Sporting Goods, HomeGoods, Michaels, Ross Dress For Less, T.J. Maxx, Target (Not Owned)
305	New Bern, NC	Rivertowne Square 3003 Claredon Boulevard		28561	SC	Fee	1989/1999		1/2	*		100	%		68,795	$	539,016	$	9.16	PetSmart, Walmart (Not Owned)
306	Raleigh, NC	Capital Crossing 2900-2950 East Mill Brook Road		27613	SC	Fee	1995		2007			100	%		83,200	$	812,920	$	9.77	Garden Ridge (Not Owned), Lowe’s (Not Owned), Lowe’s Foods, PetSmart (Not Owned), Sam’s Club (Not Owned), Staples
307	Raleigh, NC	Poyner Place 5900 Poyner Anchor Lane		27616	SC	Fee	2004/2012		2012			100	%		257,051	$	3,256,672	$	13.77	Cost Plus World Market, OfficeMax, Old Navy, Pier 1, Ross Dress For Less, Shoe Carnival, Super Target (Not Owned), Toys “R” Us/ Babies “R” Us

33

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
308	Raleigh, NC	Alexander Place Glenwood Avenue and Brier Creek Parkway		27617	SC	Fee (3)	2004		2007			15	%		188,254	$	2,846,370	$	15.27	hhgregg, Kohl’s, Walmart (Not Owned)
309	Salisbury, NC	Alexander Pointe 850 Jake Alexander Boulevard		28144	SC	Fee (3)	1997		2007			20	%		57,710	$	571,076	$	11.13	Harris Teeter
310	Wake Forest, NC	Capital Plaza 11825 Retail Drive		27587	SC	Fee (3)	2004		2007			15	%		46,793	$	462,794	$	13.62	Home Depot (Not Owned), Target (Not Owned)
311	Washington, NC	Pamlico Plaza 536 Pamlico Plaza		27889	SC	Fee	1990/1999		1/2	*		100	%		80,644	$	570,120	$	7.07	Burke’s Outlet, Office Depot, Walmart (Not Owned)
312	Wilmington, NC	University Centre South College Road and New Centre Drive		28403	SC	Fee	1989/2001		1/2	*		100	%		411,887	$	3,651,294	$	9.67	Bed Bath & Beyond, Lowe’s, Old Navy, Ollie’s Bargain Outlet, Ross Dress For Less, Sam’s Club (Not Owned)
313	Wilson, NC	Forest Hills Centre 1700 Raleigh Road Northwest		27896	SC	Fee	1989		2007			100	%		73,102	$	530,645	$	7.97	Big Lots
314	Winston Salem, NC	Walmart 4550 Kester Mill Road		27103	SC	Fee	1998		2007			100	%		204,931	$	1,403,777	$	6.85	Walmart
315	Winston Salem, NC	Harper Hill Commons 5049 Country Club Road		27104	SC	Fee (3)	2004		2007			20	%		96,914	$	883,913	$	13.87	Harris Teeter
316	Winston Salem, NC	Shops at Oliver Crossing Peters Creek Parkway Oliver Crossing		27127	SC	Fee (3)	2003		2007			20	%		76,512	$	909,654	$	12.83	Lowe’s Foods
	Ohio
317	Alliance, OH	Walmart 2700 West State Street		44601	SC	Fee	1998		2007			100	%		200,084	$	1,190,500	$	5.95	Walmart
318	Ashtabula, OH	Ashtabula Commons 1144 West Prospect Road		44004	SC	Fee	2000		2004			100	%		57,874	$	872,400	$	15.07
319	Aurora, OH	Barrington Town Center 70-130 Barrington Town Square		44202	SC	Fee	1996/2004		1	*		100	%		112,674	$	1,208,237	$	12.58	Cinemark, Heinen’s (Not Owned)
320	Boardman, OH	Southland Crossings I-680 and U.S. Route 224		44514	SC	Fee	1997		1	*		100	%		511,654	$	3,437,876	$	7.68	Babies “R” Us, Giant Eagle, Lowe’s, PetSmart, Staples, Walmart
321	Chillicothe, OH	Chillicothe Place 867 North Bridge Street		45601	SC	GL (3)	1974/1998		1/2	*		20	%		106,262	$	1,115,843	$	10.50	Big Lots (Not Owned), Hobby Lobby (Not Owned), Kroger, OfficeMax
322	Chillicothe, OH	Chillicothe Place (Lowe’s) 867 North Bridge Street		45601	SC	Fee	1998		1981			100	%		130,497	$	822,132	$	6.30	Lowe’s
323	Cincinnati, OH	Kroger 6401 Colerain Avenue		45239	SC	Fee	1998		2007			100	%		56,634	$	556,486	$	9.83	Kroger
324	Cleveland, OH	Kmart Plaza 14901-14651 Lorain Avenue		44111	SC	Fee (3)	1982		2008			25.25	%		109,250	$	708,667	$	7.29	Kmart
325	Columbus, OH	Polaris Towne Center 1312 Polaris Parkway		43240	SC	Fee	1998/1999		2011			100	%		443,099	$	6,614,140	$	14.85	Best Buy, Big Lots, Jo-Ann Fabric and Craft Stores, Kroger, Lowe’s (Not Owned), OfficeMax, T.J. Maxx, Target (Not Owned)
326	Columbus, OH	Lennox Town Center 1647 Olentangy River Road		43212	SC	Fee (3)	1997		1998			50	%		352,913	$	3,958,440	$	15.82	AMC Theatres, Barnes & Noble, Staples, Target
327	Columbus, OH	Hilliard Rome Commons 1710-60 Hilliard Rome Road		43026	SC	Fee (3)	2001		2007			20	%		110,871	$	1,518,764	$	13.89	Giant Eagle
328	Columbus, OH	Sun Center 3622-3860 Dublin Granville Road		43017	SC	Fee (3)	1995		1998			79.45	%		315,728	$	4,003,879	$	12.78	Ashley Furniture, Babies “R” Us, Michaels, Staples, Stein Mart, Whole Foods

34

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
329	Columbus, OH	Easton Market 3740 Easton Market		43230	SC	Fee	1998		1998			100	%		504,111	$	5,502,127	$	13.25	Bed Bath & Beyond, buybuy BABY, Dick’s Sporting Goods, DSW, Golfsmith, Kittle’s Home Furnishings, Michaels, PetSmart, Staples, T.J. Maxx
330	Dublin, OH	Perimeter Center 6644-6804 Perimeter Loop Road		43017	SC	Fee	1996		1998			100	%		138,483	$	1,981,057	$	14.52	Giant Eagle
331	Grove City, OH	Derby Square 2161-2263 Stringtown Road		43123	SC	Fee (3)	1992		1998			20	%		125,250	$	1,166,691	$	9.52	Giant Eagle
332	Huber Heights, OH	North Heights Plaza 8280 Old Troy Pike		45424	SC	Fee	1990		1993			100	%		182,749	$	1,653,125	$	12.61	Dick’s Sporting Goods, hhgregg
333	Macedonia, OH	Macedonia Commons Macedonia Commons Boulevard		44056	SC	Fee	1994		1994			100	%		312,114	$	4,190,982	$	13.99	Cinemark, Home Depot (Not Owned), Kohl’s, Walmart (Not Owned)
334	North Canton, OH	Belden Park Crossings Dressler Road		44720	SC	Fee (3)	1995/2001/2003		1	*		5	%		478,063	$	5,410,419	$	11.58	Dick’s Sporting Goods, DSW, hhgregg, Jo-Ann Fabric and Craft Stores, Kohl’s, PetSmart, Target (Not Owned), Value City Furniture
335	North Olmsted, OH	Great Northern Plaza 25859-26437 Great Northern		44070	SC	Fee (3)	1958/1998/2003		2012			5	%		631,151	$	7,345,297	$	13.64	Bed Bath & Beyond, Best Buy, Big Lots, Burlington Coat Factory, DSW, Home Depot, Jo-Ann Fabric and Craft Stores, K&G Menswear, Marc’s, PetSmart
336	Solon, OH	Sears Solon 6221 Som Center		44139	SC	Fee (3)	1977		2008			25.25	%		84,180	$	299,819	$	3.56	Marc’s (Not Owned), Sears Grand
337	Solon, OH	Uptown Solon Kruse Drive		44139	SC	Fee	1998		1	*		100	%		183,255	$	2,979,637	$	17.70	Bed Bath & Beyond, Mustard Seed Market, Old Navy, Petco, Ulta
338	Stow, OH	Stow Community Center Kent Road		44224	SC	Fee	1997/2000/2008		1	*		100	%		391,654	$	4,003,507	$	10.70	Bed Bath & Beyond, Giant Eagle, Hobby Lobby, Kohl’s, OfficeMax, Target (Not Owned)
339	Toledo, OH	North Towne Commons (Dick’s) 851 West Alexis Road		43612	SC	Fee	1995		2004			100	%		80,160	$	501,000	$	6.25	Dick’s Sporting Goods, Dollar Tree (Not Owned), Kroger (Not Owned), T.J. Maxx (Not Owned), Target (Not Owned)
340	Toledo, OH	Springfield Commons South Holland-Sylvania Road		43528	SC	Fee (3)	1999		1	*		20	%		271,587	$	2,887,348	$	11.45	Babies “R” Us, Bed Bath & Beyond, Gander Mountain, Kohl’s, Old Navy
341	Westlake, OH	West Bay Plaza 30100 Detroit Road		44145	SC	Fee	1974/1997/2000		1/2	*		100	%		162,330	$	1,425,830	$	8.78	Marc’s, Kmart
342	Willoughby Hills, OH	Shoppes at Willoughby Hills Chardon Road		44092	SC	Fee (3)	1985		2007			15	%		381,508	$	2,459,590	$	9.43	Giant Eagle, Marc’s (Not Owned), National College, OfficeMax
343	Zanesville, OH	Kmart Shopping Center 3515 North Maple Avenue		43701	SC	Fee (3)	1973		2008			25.25	%		84,180	$	223,160	$	2.65	Kmart
	Oklahoma
344	Enid, OK	Kmart Plaza 4010 West Owen Garriot Road		73703	SC	Fee (3)	1983		2008			25.25	%		84,000	$	197,881	$	2.36	Kmart, United Supermarket of Oklahoma (Not Owned)
	Oregon
345	Portland, OR	Tanasbourne Town Center Northwest Evergreen Parkway and Northwest Ring Road		97006	SC	Fee	1995/2001		1996			100	%		309,617	$	5,402,938	$	17.70	Barnes & Noble, Bed Bath & Beyond, Best Buy (Not Owned), Michaels, Nordstrom Rack (Not Owned), Office Depot, Old Navy, Ross Dress For Less, Sports Authority (Not Owned), Target (Not Owned)
	Pennsylvania
346	Allentown, PA	West Valley Marketplace 1091 Mill Creek Road		18106	SC	Fee	2001/2004		2003			100	%		259,227	$	2,682,386	$	10.55	Walmart
347	Allentown, PA	BJ’s Wholesale Club 1785 Airport Road South		18109	SC	Fee	1991		2004			100	%		112,230	$	916,695	$	8.17	BJ’s Wholesale Club

35

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
348	Camp Hill, PA	Camp Hill Center 3414 Simpson Ferry Road		17011	SC	Fee	1978/2002		2007			100	%		62,888	$	288,000	$	10.03	Michaels
349	Carlisle, PA	Carlisle Commons Shopping Center Ridge Street and Noble Boulevard		17013	SC	Fee (3)	2001		2007			15	%		387,383	$	3,359,041	$	9.08	Regal Cinemas, Ross Dress For Less, T.J. Maxx, Walmart
350	Cheswick, PA	Rite Aid 1200 Pittsburgh Street		15024	SC	Fee	2000		2007			100	%		10,908	$	248,609	$	22.79
351	East Norriton, PA	Dekalb Plaza 2692 Dekalb Pike		19401	SC	Fee	1975/1997		1/2	*		100	%		178,719	$	1,194,951	$	6.29	Aldi, Big Lots, Kmart
352	Erie, PA	Peach Street Square 1902 Keystone Drive		16509	SC	GL	1995/1998/ 2003/2012		1	*		100	%		571,013	$	5,096,779	$	8.61	Burlington Coat Factory, Cinemark, Erie Sports, hhgregg, Hobby Lobby, Home Depot (Not Owned), Kohl’s, Lowe’s, PetSmart
353	Erie, PA	Family Dollar 2184 West 12th Street		16505	SC	Fee	1999		2007			100	%		10,908	$	71,800	$	6.58
354	Erie, PA	Family Dollar 2923 West 26th Street		16506	SC	Fee	1999		2007			100	%		10,908	$	84,000	$	7.70
355	Erie, PA	Rite Aid 353 East 6th Street		16507	SC	Fee	1999		2007			100	%		10,908	$	266,969	$	24.47
356	Erie, PA	404 East 26th Street		16503	SC	Fee	1999		2007			100	%		10,908	$	—	$	—
357	Erie, PA	Rite Aid 5440 Peach Street		16508	SC	Fee	2000		2007			100	%		10,908	$	354,691	$	32.52
358	Erie, PA	Erie Marketplace 6660-6750 Peach Street		16509	SC	Fee (3)	2003		2012			5	%		112,987	$	1,121,741	$	9.74	Babies “R” Us, Bed Bath & Beyond, Best Buy (Not Owned), Marshalls, Target (Not Owned)
359	King Of Prussia, PA	Overlook at King of Prussia 301 Goddard Boulevard		19046	SC	Fee (3)	2002		2007			15	%		186,980	$	5,169,613	$	27.23	Best Buy, Nordstrom Rack, United Artists Theatres
360	Monaca, PA	Township Marketplace 115 Wagner Road		15061	SC	Fee (3)	1999/2004		2012			5	%		298,630	$	2,978,040	$	10.52	Cinemark, Lowe’s, Michaels, Party City
361	Monroeville, PA	Goodwill 2604 Monroeville Boulevard		15146	SC	Fee	1999		2007			100	%		10,908	$	141,804	$	13.00
362	New Castle, PA	Rite Aid 31 North Jefferson Street		16101	SC	Fee	1999		2007			100	%		10,908	$	267,194	$	24.50
363	Pittsburgh, PA	Rite Aid 2501 Saw Mill Run Boulevard		15227	SC	Fee	1999		2007			100	%		10,908	$	342,233	$	31.37
364	Pottstown, PA	Kmart Shopping Center 2200 East High Street		19464	SC	Fee (3)	1973		2008			25.25	%		84,180	$	275,000	$	3.27	Kmart
365	Willow Grove, PA	Kmart Shopping Center 2620 Moreland Road		19090	SC	Fee (3)	1973		2008			25.25	%		94,500	$	341,125	$	3.61	Kmart
	Puerto Rico
366	Arecibo, PR	Plaza Del Atlantico PR #2 Km 80.3		00612	MM	Fee	1980/1993		2005			100	%		223,681	$	2,832,300	$	12.90	Anna’s Linens, Capri Del Atlantico, Kmart
367	Bayamon, PR	Rexville Plaza PR #167, Km 18.8		00961	SC	Fee	1980/2002/2012		2005			100	%		131,058	$	1,745,386	$	13.92	Anna’s Linens, Marshalls, Tiendas Capri
368	Bayamon, PR	Plaza Rio Hondo PR#22, PR#167		00936	MM	Fee	1982/2001/2006		2005			100	%		550,936	$	13,710,163	$	26.64	Best Buy, Caribbean Cinemas, Kmart, Marshalls, Pueblo, T.J. Maxx
369	Bayamon, PR	Plaza Del Sol Road PR#29 & PR#167, Hato Tejas		00961	MM	Fee	1998/2003/2004		2005			100	%		574,817	$	16,064,034	$	32.03	Bed Bath & Beyond, Caribbean Cinemas, Home Depot (Not Owned), Old Navy, Walmart

36

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired		DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
370	Carolina, PR	Plaza Escorial Carretera #3, Km 6.1		00987	SC	Fee	1997		2005		100	%		524,417	$	8,159,066	$	15.25	Caribbean Cinemas, Home Depot (Not Owned), OfficeMax, Old Navy, Sam’s Club, Walmart
371	Cayey, PR	Plaza Cayey State Road #1 & PR #735		00736	SC	Fee	1999/2004		2005		100	%		314,000	$	2,977,056	$	8.62	Caribbean Cinemas (Not Owned), Walmart
372	Fajardo, PR	Plaza Fajardo Road PR #3 Int PR #940		00738	SC	Fee	1992		2005		100	%		251,293	$	4,231,913	$	17.40	Econo, Walmart
373	Guayama, PR	Plaza Wal-Mart Road PR #3 Km 135.0		00784	SC	Fee	1994		2005		100	%		163,599	$	1,644,846	$	10.91	Walmart
374	Hatillo, PR	Plaza Del Norte Road#2 Km 81.9		00659	MM	Fee	1992		2005		100	%		680,964	$	11,507,823	$	22.17	JCPenney, OfficeMax, Rooms To Go, Sears, T.J. Maxx, Toys “R” Us, Walmart
375	Humacao, PR	Plaza Palma Real State Road #3, Km 78.20		00791	SC	Fee	1995		2005		100	%		448,727	$	7,609,456	$	18.85	Capri, JCPenney, Marshalls, OfficeMax, Pep Boys, Walmart
376	Isabela, PR	Plaza Isabela State Road #2 & # 454		00662	SC	Fee	1994		2005		100	%		259,012	$	4,100,041	$	15.84	Selectos Supermarket, Walmart
377	Rio Piedras, PR	Senorial Plaza PR #53 & PR #177		00926	MM	Fee	1978/Mutiple		2005		100	%		201,577	$	2,859,029	$	17.32	Kmart, Pueblo
378	San German, PR	Plaza Del Oeste Road PR #2 Int PR #122		00683	SC	Fee	1991		2005		100	%		184,746	$	2,455,938	$	12.78	Econo, Kmart
379	San German, PR	Camino Real State Road PR #122		00683	SC	Fee	1991		2005		100	%		49,172	$	392,395	$	—	Pep Boys
380	Vega Baja, PR	Plaza Vega Baja Road PR #2 Int PR #155		00693	SC	Fee	1990		2005		100	%		184,900	$	1,745,678	$	9.76	Econo, Kmart
	Rhode Island
381	Middletown, RI	Middletown Village 1315 West Main Street		02842	SC	Fee	2003		2007		100	%		98,161	$	970,192	$	13.83	Barnes & Noble, Michaels
382	Warwick, RI	Warwick Center 1324 Bald Hill Road		02886	SC	Fee (3)	2004		2007		15	%		159,958	$	2,171,965	$	17.78	Barnes & Noble, Dick’s Sporting Goods, DSW
	South Carolina
383	Boiling Springs, SC	Northpoint Marketplace 8642-8760 Asheville Highway		29316	SC	Fee	2001		2007		100	%		102,252	$	606,544	$	7.21	Ingles
384	Camden, SC	Springdale Plaza 1671 Springdale Drive		29020	SC	Fee	1990/2000		1993		100	%		179,271	$	1,126,752	$	7.02	Belk, Walmart (Not Owned)
385	Charleston, SC	Ashley Crossing 2245 Ashley Crossing Drive		29414	SC	Fee	1991/2011		2003		100	%		196,236	$	1,448,752	$	8.64	Anna’s Linens, Food Lion, Kohl’s, Marshalls
386	Columbia, SC	Columbiana Station 1150-1220 Bower Parkway		29212	SC	Fee (3)	2003		2007		15	%		374,842	$	4,759,416	$	14.43	buybuy BABY, Columbia Grand Theatre (Not Owned), Dick’s Sporting Goods, hhgregg, Michaels, PetSmart, Stein Mart
387	Columbia, SC	Harbison Court Harbison Boulevard		29212	SC	Fee (3)	1991		2012		5	%		238,715	$	2,501,103	$	12.72	Anna’s Linens, Babies “R” Us (Not Owned), Barnes & Noble, Marshalls, Ross Dress For Less
388	Greenville, SC	The Point 1140 Woodruff Road		29601	SC	Fee (3)	2005		2007		20	%		104,614	$	1,730,449	$	16.54	REI, Whole Foods
389	Greenville, SC	Walmart 1451 Woodruff Road		29607	SC	Fee	1998		2007		100	%		200,084	$	1,272,534	$	6.36	Walmart
390	Greenville, SC	3679 Augusta Road		29605	SC	Fee	2001		2007		100	%		10,908	$	98,172	$	9.00
391	Lexington, SC	Lexington Place U.S. Highway 378 and Old Cherokee Road		29072	SC	Fee	2003		2007		100	%		83,167	$	871,981	$	10.48	Kohl’s (Not Owned), Publix (Not Owned), Ross Dress For Less, T.J. Maxx

37

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
392	Mount Pleasant, SC	Wando Crossing 1500 Highway 17 North		29465	SC	Fee	1992/2000		1995			100	%		209,810	$	2,466,536	$	12.10	Marshalls, Office Depot, T.J. Maxx, Walmart (Not Owned)
393	Myrtle Beach, SC	The Plaza at Carolina Forest 3735 Renee Drive		29579	SC	Fee (3)	1999		2007			20	%		140,437	$	1,493,563	$	11.96	Kroger
394	North Charleston, SC	North Charleston Center 5900 Rivers Avenue		29406	SC	Fee	1980/1993		2004			100	%		236,025	$	1,445,618	$	8.08	Home Decor Liquidators, Northern Tool + Equipment
395	North Charleston, SC	North Pointe Plaza 7400 Rivers Avenue		29406	SC	Fee	1989/2001		2	*		100	%		325,451	$	2,068,141	$	6.94	A.C. Moore, OfficeMax, Walmart
396	Simpsonville, SC	Fairview Station 621 Fairview Road		29681	SC	Fee	1990		1994			100	%		142,086	$	785,165	$	5.93	Ingles, Kohl’s
397	Taylors, SC	Hampton Point 3033 Wade Hampton Boulevard		29687	SC	Fee	1993		2007			100	%		58,316	$	436,242	$	7.96	BI-LO
398	Taylors, SC	North Hampton Market 6019 Wade Hampton		29687	SC	Fee (3)	2004		2007			20	%		114,935	$	1,307,815	$	11.70	Hobby Lobby, Target (Not Owned)
399	Woodruff, SC	Rite Aid 121 North Main Street		29388	SC	Fee	2002		2007			100	%		13,824	$	288,178	$	20.85
	Tennessee
400	Brentwood, TN	Cool Springs Pointe I-65 and Moore’s Lane		37027	SC	Fee (3)	1999/2004		2012			5	%		201,414	$	2,458,515	$	12.95	Best Buy, DSW, Ross Dress For Less
401	Chattanooga, TN	Overlook at Hamilton Place 2288 Gunbarrel Road		37421	SC	Fee	1992/2004		2003			100	%		213,095	$	1,932,615	$	9.65	Best Buy, The Fresh Market, Hobby Lobby
402	Goodlettsville, TN	Northcreek Commons 101-139 Northcreek Boulevard		37072	SC	Fee (3)	1987		2003			20	%		84,441	$	674,508	$	8.86	Kroger
403	Hendersonville, TN	Lowe’s Home Improvement 1050 Lowes Road		37075	SC	Fee	1999		2003			100	%		129,044	$	1,139,939	$	8.83	Lowe’s
404	Jackson, TN	West Towne Commons 41 Stonebrook Place		38305	SC	Fee (3)	1992		2007			20	%		62,925	$	539,770	$	9.02	Kroger
405	Johnson City, TN	Johnson City Marketplace Franklin and Knob Creek Roads		37604	SC	GL	2005		2003			100	%		99,997	$	522,598	$	16.78	Kohl’s, Lowe’s (Not Owned)
406	Knoxville, TN	Pavilion of Turkey Creek 10936 Parkside Drive		37922	SC	Fee (3)	2001		2007			15	%		280,159	$	3,305,632	$	13.48	Hobby Lobby, OfficeMax, Old Navy, Ross Dress For Less, Target (Not Owned), Walmart (Not Owned)
407	Knoxville, TN	Town and Country Commons North Peters Road and Town and Country Circle		37923	SC	GL (3)	1985/1997		2007			15	%		643,539	$	6,100,767	$	10.35	Best Buy, Burke’s Outlet, Carmike Cinemas, Dick’s Sporting Goods, Food City, Jo-Ann Fabric and Craft Stores, Lowe’s, Staples
408	Memphis, TN	American Way 4075 American Way		38118	SC	Fee (3)	1988		2007			20	%		121,222	$	763,527	$	7.77	Kroger
409	Morristown, TN	Crossroads Square 130 Terrace Lane		37816	SC	Fee (3)	2004		2007			20	%		70,000	$	651,400	$	9.31	OfficeMax (Not Owned), T.J. Maxx
410	Murfreesboro, TN	Towne Centre Old Fort Parkway		37129	SC	Fee (3)	1998		2012			5	%		107,933	$	1,047,030	$	11.19	Jo-Ann Fabric and Craft Stores, Lowe’s (Not Owned), T.J. Maxx, Target (Not Owned), Toys “R” Us (Not Owned)
411	Nashville, TN	Willowbrook Commons 61 East Thompson Lane		37211	SC	Fee (3)	2005		2007			20	%		93,600	$	602,754	$	19.02	Kroger
412	Nashville, TN	Bellevue Place 7625 Highway 70 South		37221	SC	Fee (3)	2003		2007			15	%		77,099	$	853,731	$	12.08	Bed Bath & Beyond, Home Depot (Not Owned), Michaels
413	Oakland, TN	Oakland Market Place 7265 U.S. Highway 64		38060	SC	Fee (3)	2004		2007			20	%		64,600	$	354,865	$	15.05	Kroger

38

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	Texas
414	Frisco, TX	Frisco Marketplace 7010 Preston Road		75035	SC	Fee (3)	2003		2012			5	%		107,543	$	665,683	$	22.33	Kohl’s
415	Grand Prairie, TX	Kroger 2525 West Interstate 20		75052	SC	Fee	1998		2007			100	%		60,835	$	433,615	$	7.13	Kroger
416	Houston, TX	Lowe’s Home Improvement 19935 Katy Freeway		77094	SC	Fee	1998		2007			100	%		131,644	$	917,000	$	6.97	Lowe’s
417	Irving, TX	Macarthur Marketplace Market Place Boulevard		75063	SC	Fee (3)	2004		2012			5	%		248,775	$	2,094,795	$	11.77	Hollywood Theaters, Kohl’s, Sam’s Club (Not Owned), Walmart (Not Owned)
418	Kyle, TX	Kyle Crossing I-35 and FM 1626		78640	SC	Fee	2010		1	*		50	%		76,098	$	1,166,218	$	18.78	Ross Dress For Less, Target (Not Owned), Kohl’s (Not Owned)
419	Mckinney, TX	Mckinney Marketplace U.S. Highway 75 and El Dorado Parkway		75070	SC	Fee (3)	2000		2012			5	%		118,967	$	1,152,237	$	10.21	Albertsons (Not Owned), Kohl’s
420	Mesquite, TX	Marketplace At Towne Center Southbound Frontage Road I-635		75150	SC	Fee (3)	2001		2012			5	%		179,044	$	2,657,030	$	15.25	Cavender’s Boot City (Not Owned), Home Depot (Not Owned), Kohl’s (Not Owned), Michaels, PetSmart, Ross Dress For Less
421	Pasadena, TX	Kroger Junction 2619 Red Bluff Road		77506	SC	Fee (3)	1984		2007			20	%		81,158	$	433,111	$	7.12	Kroger
422	San Antonio, TX	Terrell Plaza 1201 Austin Highway, Suite 139		78209	SC	Fee	1958/1986/2012		2007			50	%		108,037	$	1,043,729	$	11.14	Big Lots, Target (Not Owned)
423	San Antonio, TX	Village at Stone Oak 22610 U.S. Highway 281 North, Suite 211		78258	SC	Fee	2007		1	*		100	%		202,259	$	4,075,827	$	29.38	Alamo Drafthouse Cinema
424	San Antonio, TX	Village at Stone Oak 22610 U.S. Highway 281 North, Suite 211		78258	SC	Fee	2007		1	*		100	%		221,091	$	2,986,354	$	14.61	Hobby Lobby, T.J. Maxx, Target (Not Owned)
425	San Antonio, TX	Bandera Pointe State Loop 1604 Bandera Road		78227	SC	Fee	2001/2002		1	*		100	%		501,332	$	5,323,796	$	16.12	Anna’s Linens, Barnes & Noble, Conn’s Appliance (Not Owned), Gold’s Gym, Jo-Ann Fabric and Craft Stores, Kohl’s (Not Owned), Lowe’s, Old Navy, Ross Dress For Less, T.J. Maxx, Target (Not Owned)
	Utah
426	Midvale, UT	Family Center at Fort Union 900 East Fort Union Boulevard		84047	SC	Fee	1973/2000/2006		1998			100	%		666,320	$	8,908,838	$	14.58	Babies “R” Us, Bed Bath & Beyond, Dick’s Sporting Goods, Michaels, OfficeMax, Ross Dress For Less, Smith’s Food & Drug, Walmart
427	Ogden, UT	Family Center at Ogden 5-Points 21-129 Harrisville Road		84404	SC	Fee	1977		1998			100	%		161,795	$	911,766	$	5.93	Harmons
428	Orem, UT	Family Center at Orem 1300 South Street		84058	SC	Fee	1991/2012		1998			100	%		150,667	$	1,448,173	$	12.38	Babies “R” Us, Dick’s Sporting Goods, Jo-Ann Fabric and Craft Stores, R.C. Willey (Not Owned), Toys “R” Us (Not Owned)
429	Riverdale, UT	Family Center at Riverdale 1050 West Riverdale Road		84405	SC	Fee	2005/2012		1	*		100	%		651,865	$	5,004,636	$	9.81	Best Buy, Gordman’s, Home Depot (Not Owned), Jo-Ann Fabric and Craft Stores, OfficeMax, Sam’s Club (Not Owned), Sports Authority, Sportsman’s Warehouse, Target, Walmart (Not Owned)
430	Taylorsville, UT	Family Center at Taylorsville 5600 South Redwood		84123	SC	Fee	1982/2003		1998			100	%		761,916	$	5,928,092	$	10.81	24 Hour Fitness, Bed Bath & Beyond, F.Y.E., Harmons (Not Owned), Jo-Ann Fabric and Craft Stores, PetSmart, Ross Dress For Less, Shopko, Sports Authority

39

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired			DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
	Virginia
431	Chester, VA	Bermuda Square 12607-12649 Jefferson Davis		23831	SC	Fee	1978		2003			100	%		116,339	$	1,637,498	$	14.16	Martin’s Food Store
432	Fairfax, VA	Fairfax Towne Center 12210 Fairfax Towne Center		22033	SC	Fee (3)	1994		2012			5	%		253,392	$	4,706,513	$	18.75	Bed Bath & Beyond, Jo-Ann Fabric and Craft Stores, Safeway, T.J. Maxx, United Artists Theatres
433	Glen Allen, VA	Creeks at Virginia Center 9830-9992 Brook Road		23059	SC	Fee (3)	2002		2007			15	%		266,181	$	3,910,122	$	14.93	Barnes & Noble, Bed Bath & Beyond, Dick’s Sporting Goods, Michaels, Ross Dress For Less
434	Midlothian, VA	Commonwealth Center 4600-5000 Commonwealth Center Parkway		23112	SC	Fee (3)	2002		2007			15	%		165,413	$	2,367,420	$	14.76	Barnes & Noble, Michaels, Stein Mart
435	Midlothian, VA	Chesterfield Crossings Highway 360 and Warbro Road		23112	SC	Fee (3)	2000		2007			15	%		92,417	$	1,291,061	$	14.34	Ben Franklin
436	Newport News, VA	Jefferson Plaza 121 Jefferson Avenue		23602	SC	Fee (3)	1999		2007			15	%		47,341	$	768,497	$	16.23	Costco (Not Owned), The Fresh Market
437	Newport News, VA	Denbigh Village Warwick Boulevard and Denbigh Boulevard		23608	SC	Fee	1998/2006		2007			100	%		340,950	$	2,102,677	$	8.19	Burlington Coat Factory
438	Richmond, VA	Downtown Short Pump 11500-900 West Broad Street		23233	SC	Fee	2000		2007			100	%		125,868	$	2,406,935	$	20.18	Barnes & Noble, Regal Cinemas
439	Springfield, VA	Loisdale Center 6646 Loisdale Road		22150	SC	Fee	1999		2007			100	%		120,320	$	2,291,523	$	19.05	Barnes & Noble, Bed Bath & Beyond, DSW, hhgregg
440	Springfield, VA	Spring Mall Center 6717 Spring Mall Road		22150	SC	Fee	1995/2001		2007			100	%		56,511	$	1,027,957	$	18.19	Michaels, The Tile Shop
441	Sterling, VA	Park Place at Cascades Marketplace Northeast Corner Cascades Parkway and Route 7		20165	SC	Fee	1998		2007			100	%		101,606	$	1,581,521	$	15.57	Sports Authority, Staples
442	Virginia Beach, VA	Kroger Plaza 1800 Republic Drive		23454	SC	Fee (3)	1997		2007			20	%		63,324	$	199,568	$	3.31	Kroger
443	Waynesboro, VA	Waynesboro Commons 109 Lee Dewitt Boulevard		22980	SC	Fee (3)	1993		2007			20	%		52,415	$	419,340	$	8.59	Kroger
444	Winchester, VA	Apple Blossom Corners 2190 South Pleasant Valley		22601	SC	Fee (3)	1990/1997		2	*		20	%		242,686	$	2,508,737	$	10.37	Books-A-Million, Kohl’s, Martin’s Food Store, OfficeMax
	Washington
445	Olympia, WA	2815 Capital Mall Drive Southwest		98502	SC	Fee	1998		2007			100	%		35,776	$	—	$	—
	West Virginia
446	Morgantown, WV	Pierpont Centre Interstate 68 and Pierpont Road		26508	SC	Fee	1999/2000		2007			100	%		122,259	$	1,294,870	$	10.45	Lowe’s (Not Owned), Michaels, Shop ‘N Save
	Wisconsin
447	Brookfield, WI	Shoppers World of Brookfield 12575 West Capitol Drive		53005	SC	Fee (3)	1967		2012			5	%		182,722	$	981,155	$	7.67	Burlington Coat Factory, OfficeMax, Pick ‘N Save (Not Owned), T.J. Maxx
448	Brown Deer, WI	Marketplace of Brown Deer North Green Bay Road		53209	SC	Fee (3)	1989		2012			5	%		143,340	$	1,331,463	$	9.29	Anna’s Linens, hhgregg, Pick ‘N Save
449	Brown Deer, WI	Brown Deer Center North Green Bay Road		53209	SC	Fee (3)	1967		2012			5	%		261,742	$	1,998,483	$	7.69	Kohl’s, Michaels, OfficeMax, Old Navy, T.J. Maxx

40

DDR Corp.

Shopping Center Property List at December 31, 2012

	Location	Center/Property	Zip Code		Type of Property(1)	Ownership Interest	Year Developed/ Redeveloped	Year Acquired		DDR Ownership Interest			Company Owned Gross Leasable Area (SF)		Total Annualized Base Rent		Average Base Rent (Per SF)(2)		Anchor Tenants
450	Milwaukee, WI	Point Loomis South 27th Street		53221	SC	Fee	1962		2003		100	%		160,533	$	770,127	$	4.80	Kohl’s, Pick ‘N Save
451	Racine, WI	Village Center 5500-5740 Washington Avenue		53406	SC	Fee (3)	2003		2007		20	%		227,922	$	2,465,746	$	10.85	Kohl’s
452	West Allis, WI	West Allis Center West Cleveland Avenue and South 108		53214	SC	Fee	1968		2003		100	%		259,981	$	1,505,630	$	5.81	Kohl’s, Marshalls, Menards (Not Owned), Pick ‘N Save

1* Property developed by the Company.

2* Original IPO Property.

⁽¹⁾  “SC” indicates a power center or a community shopping center, “LC” indicates a lifestyle center and “MM” indicates an enclosed mall.

⁽²⁾  Calculated as total annualized base rentals divided by Company-Owned GLA actually leased as of December 31, 2012. Rents for assets in Brazil are paid in BRL and translated to USD at a rate of 1.94.

⁽³⁾  One of the two hundred two (202) properties owned through unconsolidated joint ventures, which serve as collateral for joint venture mortgage debt aggregating approximately $4.2 billion (of which the Company’s proportionate share of $724.9 million) as of December 31, 2012, and which is not reflected in the consolidated indebtedness.

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Item 3.    LEGAL PROCEEDINGS

The Company is a party to various joint ventures with the Coventry II Fund, through which 10 existing or proposed retail properties, along with a portfolio of former Service Merchandise locations, were acquired at various times from 2003 through 2006. The properties were acquired by the joint ventures as value-add investments, with major renovation and/or ground-up development contemplated for many of the properties. The Company was generally responsible for day-to-day management of the properties through December 2011. On November 4, 2009, Coventry Real Estate Advisors L.L.C., Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, “Coventry”) filed suit against the Company and certain of its affiliates and officers in the Supreme Court of the State of New York, County of New York. The complaint alleges that the Company: (i) breached contractual obligations under a co-investment agreement and various joint venture limited liability company agreements, project development agreements and management and leasing agreements; (ii) breached its fiduciary duties as a member of various limited liability companies; (iii) fraudulently induced the plaintiffs to enter into certain agreements; and (iv) made certain material misrepresentations. The complaint also requests that a general release made by Coventry in favor of the Company in connection with one of the joint venture properties be voided on the grounds of economic duress. The complaint seeks compensatory and consequential damages in an amount not less than $500 million, as well as punitive damages. In response, the Company filed a motion to dismiss the complaint or, in the alternative, to sever the plaintiffs’ claims. In June 2010, the court granted in part the Company’s motion, dismissing Coventry’s claim that the Company breached a fiduciary duty owed to Coventry (and denying the motion as to the other claims). Coventry filed a notice of appeal regarding that portion of the motion granted by the court. The appeals court affirmed the trial court’s ruling regarding the dismissal of Coventry’s claim for breach of fiduciary duty. The Company filed an answer to the complaint, and has asserted various counterclaims against Coventry. On October 10, 2011, the Company filed a motion for summary judgment, seeking dismissal of all of Coventry’s remaining claims. The motion is currently pending before the court.

The Company believes that the allegations in the lawsuit are without merit and that it has strong defenses against this lawsuit. The Company will continue to vigorously defend itself against the allegations contained in the complaint. This lawsuit is subject to the uncertainties inherent in the litigation process and, therefore, no assurance can be given as to its ultimate outcome and no loss provision has been recorded in the accompanying financial statements because a loss contingency is not deemed probable or estimable. However, based on the information presently available to the Company, the Company does not expect that the ultimate resolution of this lawsuit will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

On November 18, 2009, the Company filed a complaint against Coventry in the Court of Common Pleas, Cuyahoga County, Ohio, seeking, among other things, a temporary restraining order enjoining Coventry from terminating “for cause” the management agreements between the Company and the various joint ventures because the Company believes that the requisite conduct in a “for-cause” termination (i.e., fraud or willful misconduct committed by an executive of the Company at the level of at least senior vice president) did not occur. The court heard testimony in support of the Company’s motion (and Coventry’s opposition) and, on December 4, 2009, issued a ruling in the Company’s favor. Specifically, the court issued a temporary restraining order enjoining Coventry from terminating the Company as property manager “for cause.” The court found that the Company was likely to succeed on the merits, that immediate and irreparable injury, loss or damage would result to the Company in the absence of such restraint, and that the balance of equities favored injunctive relief in the Company’s favor. The Company filed a motion for summary judgment seeking a ruling by the Court that there was no basis for Coventry’s “for cause” termination as a matter of law. On August 2, 2011, the court entered an order granting the Company’s motion for summary judgment in all respects, finding that, as a matter of law and fact, Coventry did not have the right to terminate the management agreements “for cause.” Coventry filed a notice of appeal, and on March 15, 2012, the Ohio Court of Appeals issued an opinion and order unanimously affirming the trial court’s ruling. No further appeal was undertaken in this case.

42

In addition to the litigation discussed above, 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 4.    MINE SAFETY DISCLOSURES

Not Applicable.

EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

Name	Age		Position and Office with the Company
Daniel B. Hurwitz		48	Chief Executive Officer
David J. Oakes		34	President and Chief Financial Officer
Paul W. Freddo		57	Senior Executive Vice President of Leasing and Development
Christa A. Vesy		42	Executive Vice President and Chief Accounting Officer

Daniel B. Hurwitz is the Chief Executive Officer as of January 1, 2013, and has served as a director of the Company since June 2009. Mr. Hurwitz had served as President and Chief Executive Officer of the Company from January 2010 to December 2012, President and Chief Operating Officer from May 2007 to December 2009, Senior Executive Vice President and Chief Investment Officer from May 2005 through May 2007 and as Executive Vice President of Leasing and Development from June 1999 through April 2005. He was previously a member of the Company’s Board of Directors from May 2002 to May 2004. Mr. Hurwitz is a member of the Sonae Sierra Brasil board of directors. Mr. Hurwitz previously served as Senior Vice President and Director of Real Estate and Corporate Development for Reading, Pennsylvania based Boscov’s Department Store, Inc., a privately held department store chain, and served as Development Director for The Shopco Group, a New York City-based developer of regional shopping malls.

David J. Oakes was appointed President and Chief Financial Officer on January 1, 2013. Mr. Oakes had served as Senior Executive Vice President and Chief Financial Officer from February 2010 to December 2012, Senior Executive Vice President of Finance and Chief Investment Officer from December 2008 to February 2010 and as Executive Vice President of Finance and Chief Investment Officer from April 2007 to December 2008. Mr. Oakes is a member of the Sonae Sierra Brasil board of directors. Prior to joining the Company, Mr. Oakes served as Senior Vice President and Portfolio Manager at Cohen & Steers Capital Management, an investment firm, from April 2002 through March 2007. In his role, Mr. Oakes oversaw the firm’s global and international real estate securities portfolios for the oldest and largest dedicated real estate securities fund manager. Previously, Mr. Oakes worked as a Research Analyst in global investment research at Goldman Sachs, where he covered U.S. REITs.

Paul W. Freddo was appointed Senior Executive Vice President of Leasing and Development in December 2008. Mr. Freddo joined the Company in August 2008 and served as Senior Vice President of Development-Western Region from August 2008 to December 2008. Mr. Freddo is a member of the Sonae Sierra Brasil board of directors. Prior to joining the Company, Mr. Freddo served as Vice President and Director of Real Estate for J.C. Penney Company, Inc., a retail department store, from January 2004 through August 2008.

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Christa A. Vesy was appointed Executive Vice President and Chief Accounting Officer in March 2012. Ms. Vesy joined the Company in November 2006 and served as Senior Vice President and Chief Accounting Officer from November 2006 to March 2012. Prior to joining the Company, Ms. Vesy worked for The Lubrizol Corporation, a specialty chemicals company, where she served as manager of external financial reporting and then as controller for the lubricant additives business segment, from September 2004 to November 2006. Prior to joining Lubrizol, Ms. Vesy held various positions with the Assurance and Business Advisory Services Group of PricewaterhouseCoopers, LLP, a registered public accounting firm, including Senior Manager from 1999 to 2004.

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Part II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The high and low sale prices per share of the Company’s common shares, as reported on the New York Stock Exchange (the “NYSE”) composite tape, and declared dividends per share for the quarterly periods indicated were as follows:

	High		Low		Dividends
2012
First	$	15.09	$	12.05	$	0.12
Second		15.15		13.29		0.12
Third		15.92		14.42		0.12
Fourth		15.93		14.79		0.12
2011
First	$	14.53	$	12.98	$	0.04
Second		14.94		13.03		0.04
Third		15.28		10.19		0.06
Fourth		13.30		9.76		0.08

As of February 15, 2013, there were 8,047 record holders and approximately 32,000 beneficial owners of the Company’s common shares.

The Company’s Board of Directors approved a 2013 dividend policy that it believes will continue to result in additional free cash flow, while still adhering to REIT payout requirements. In January 2013, the Company declared its first quarter 2013 dividend of $0.135 per common share, payable on April 2, 2013, to shareholders of record at the close of business on March 14, 2013.

The Company intends to continue to declare quarterly dividends on its common shares. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. However, no assurances can be made as to the amounts of future dividends, as the decision to declare and pay dividends on the common shares in 2013, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors and will be subject to the Company’s cash flow from operations, earnings, financial condition, capital and debt service requirements and such other factors as the Board of Directors considers relevant.

The Company has a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common shares. Under the plan, the Company may, from time to time, elect to purchase common shares in the open market on behalf of participating shareholders or may issue new common shares to such shareholders.

45

ISSUER PURCHASES OF EQUITY SECURITIES

	(a) Total Number of Shares Purchased(1)		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (Millions)
October 1 — 31, 2012		2,348	$	15.36		—	$	—
November 1 — 30, 2012		—		—		—		—
December 1 — 31, 2012		124,313		15.66		—		—
Total		126,661	$	15.65		—	$	—

⁽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.

46

Item 6.    SELECTED FINANCIAL DATA

The consolidated financial data included in the following table has been derived from the financial statements for the last five years and includes the information required by Item 301 of Regulation S-K. The following selected consolidated financial data should be read in conjunction with the Company’s consolidated financial statements and related notes and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. All consolidated financial data has been restated, as appropriate, to reflect the impact of activity classified as discontinued operations for all periods presented.

COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

(Amounts in thousands, except per share data)

	For the Year Ended December 31,
	2012			2011			2010			2009			2008
Operating Data:
Revenues	$	800,375		$	749,829		$	741,932		$	734,180		$	755,005
Expenses:
Rental operations		233,077			226,255			222,046			212,199			201,124
Impairment charges		105,395			67,912			84,855			12,245			16,021
General and administrative		76,444			85,221			85,573			94,365			97,719
Depreciation and amortization		248,781			215,928			202,981			193,410			183,903
		663,697			595,316			595,455			512,219			498,767
Interest income		15,799			9,832			7,302			11,967			5,220
Interest expense		(221,424	)		(224,024	)		(209,643	)		(205,980	)		(213,087	)
(Loss) gain on debt retirement, net		(13,495	)		(89	)		485			145,050			10,455
Gain (loss) on equity derivative instruments		—			21,926			(40,157	)		(199,797	)		—
Other income (expense), net		(17,880	)		(5,002	)		(24,148	)		(28,885	)		(27,602	)
		(237,000	)		(197,357	)		(266,161	)		(277,645	)		(225,014	)
(Loss) income before earnings from equity method investments and other items		(100,322	)		(42,844	)		(119,684	)		(55,684	)		31,224
Equity in net income (loss) of joint ventures		35,250			13,734			5,600			(9,733	)		17,719
Impairment of joint venture investments		(26,671	)		(2,921	)		(227	)		(184,584	)		(106,957	)
Gain on change in control and sale of interests, net		78,127			25,170			—			23,865			—
Tax (expense) benefit of taxable REIT subsidiaries and state franchise and income taxes		(1,160	)		(1,025	)		(47,942	)		892			17,628
Loss from continuing operations		(14,776	)		(7,886	)		(162,253	)		(225,244	)		(40,386	)
Loss from discontinued operations		(16,416	)		(18,590	)		(86,786	)		(187,523	)		(49,645	)
Loss before gain on disposition of real estate		(31,192	)		(26,476	)		(249,039	)		(412,767	)		(90,031	)
Gain on disposition of real estate, net of tax		5,863			7,079			1,318			9,127			6,962
Net loss	$	(25,329	)	$	(19,397	)	$	(247,721	)	$	(403,640	)	$	(83,069	)
Non-controlling interests		(493	)		3,543			38,363			47,047			11,139
Net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)	$	(356,593	)	$	(71,930	)

47

	For the Year Ended December 31,
	2012			2011			2010			2009			2008
Earnings per share data — Basic:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.13	)	$	(0.78	)	$	(1.63	)	$	(0.65	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)		(0.88	)		(0.31	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.20	)	$	(1.03	)	$	(2.51	)	$	(0.96	)
Weighted-average number of common shares		291,726			270,278			244,712			158,816			119,843
Earnings per share data — Diluted:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.21	)	$	(0.78	)	$	(1.63	)	$	(0.65	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)		(0.88	)		(0.31	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.28	)	$	(1.03	)	$	(2.51	)	$	(0.96	)
Weighted-average number of common shares		291,726			271,472			244,712			158,816			119,843
Dividends declared	$	0.48		$	0.22		$	0.08		$	0.44		$	2.07

	At December 31,
	2012			2011			2010			2009			2008
Balance Sheet Data:
Real estate (at cost)	$	8,639,111		$	8,270,106		$	8,411,239		$	8,823,719		$	9,109,566
Real estate, net of accumulated depreciation		6,968,394			6,719,063			6,959,127			7,490,403			7,900,663
Investments in and advances to joint ventures		613,017			353,907			417,223			420,541			583,767
Total assets		8,055,837			7,469,425			7,768,090			8,426,606			9,020,222
Total debt		4,319,143			4,104,584			4,302,000			5,178,663			5,866,655
Equity		3,366,460			3,077,892			3,134,687			2,952,336			2,864,794
	For the Year Ended December 31,
	2012			2011			2010			2009			2008
Cash Flow Data:
Cash flow provided by (used for):
Operating activities	$	304,196		$	273,195		$	278,124		$	228,935		$	391,941
Investing activities		(588,430	)		200,696			31,762			150,884			(468,572	)
Financing activities		274,763			(451,854	)		(317,065	)		(381,348	)		56,296

48

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, the Company engages in the origination and acquisition of loans and debt securities collateralized directly or indirectly by shopping centers. As of December 31, 2012, the Company’s portfolio consisted of 452 shopping centers (including 206 shopping centers owned through unconsolidated joint ventures and three shopping centers that are otherwise consolidated by the Company) in which the Company had an economic interest. These properties consist of shopping centers, lifestyle centers and enclosed malls owned in the United States, Puerto Rico and Brazil. At December 31, 2012, the Company owned more than 115 million total square feet of gross leasable area (“GLA”), which includes all of the aforementioned properties. These amounts do not include 44 assets that the Company did not manage since January 1, 2012, 40 of which the Company does not have an economic interest. The Company also owns more than 1,500 acres of undeveloped land, including an interest in land in Canada and Russia. At December 31, 2012, the aggregate occupancy of the Company’s operating shopping center portfolio in which the Company has an economic interest was 91.5%, as compared to 89.1% at December 31, 2011. The Company owned 432 shopping centers (including 177 shopping centers owned through unconsolidated joint ventures and two that were otherwise consolidated by the Company) and five office properties at December 31, 2011. The average annualized base rent per occupied square foot was $13.66 at December 31, 2012, as compared to $13.81 at December 31, 2011.

Current Strategy

The Company has positioned itself for growth after considerable progress in recent years recycling capital, enhancing the quality of the portfolio and improving the balance sheet. The Company issued more than $500 million of common shares in 2012 to selectively acquire prime assets (i.e., market-dominant shopping centers with high-quality tenants located in attractive markets with strong demographic profiles, which are referred to as “Prime Portfolio” or “Prime Assets”). The Company seeks to be a net acquirer of Prime Assets that will continue to improve portfolio quality, credit quality of cash flows and property-level operating results. Off-market acquisitions, lease-up and the active management of assets should contribute to growth in 2013.

The following set of core competencies is expected to continue to benefit the Company:

• Strong tenant relationships with the nation’s leading retailers, maintained through a national tenant account program;

• A retail partnership group to optimize portfolio management by enhancing communication between retailers, the leasing department and other areas of the Company;

• An internal anchor store redevelopment department solely dedicated to aggressively identifying opportunities to re-tenant vacant anchor space;

• An investment group focused on selectively acquiring well-located, quality shopping centers that have leases at below-market rental rates or other cash flow growth or capital appreciation potential where the Company’s financial strength, relationships with retailers and management capabilities can enhance value;

• A focus on growth and value creation within the Prime Portfolio, from which approximately 89% of the Company’s net operating income (defined as property-level revenues less property-level operating expenses) is generated;

• A redevelopment department focused on identifying viable projects with attractive returns;

• A capital markets department with broad and diverse relationships with capital providers to facilitate access to secured and unsecured, public and private capital;

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• An experienced funds management team dedicated to generating consistent returns and disclosure for institutional partners;

• A focused asset transaction team dedicated to finding buyers for non-core assets and sourcing potential acquisition opportunities and

• A development department adhering to disciplined standards for development.

Balance Sheet

During 2012, the Company completed approximately $4.3 billion of capital transactions and consolidated financing activity including the following:

• Formed an unconsolidated joint venture, BRE DDR Retail Holdings, LLC, with an affiliate of The Blackstone Group L.P. (“Blackstone”) that closed on the acquisition of 46 shopping centers valued at $1.4 billion. DDR’s contribution to the venture was $17.0 million in common equity and $150.0 million in preferred equity with a fixed dividend rate of 10%. An affiliate of Blackstone owns 95% of the common equity of the unconsolidated joint venture, and an affiliate of DDR owns the remaining 5% of the common equity. The shopping centers had previously been managed but not owned by the Company;

• Settled forward equity agreements for 19.0 million of its common shares and received net proceeds of $231.2 million, which were used to fund the Company’s share of BRE DDR Retail Holdings, LLC and other general corporate purposes;

• Closed $2.1 billion of investments, including the BRE DDR Retail Holdings, LLC acquisition described above, of which DDR’s share is $760 million;

• Disposed of $228.6 million of non-prime operating assets, of which DDR’s share is $119.4 million;

• Sold $107.3 million of non-income producing assets, of which DDR’s share is $96 million;

• Issued $510.7 million of common shares, including issuances pursuant to the forward equity agreements described above, to fund the net acquisition of market-dominant power centers and further reduce leverage;

• Issued $200 million of its newly designated 6.50% Class J cumulative redeemable preferred shares (“6.50% Class J Preferred Shares”), the net proceeds of which were used to redeem all outstanding 7.50% Class I Preferred Shares;

• Issued $450 million, 10-year, 4.625% senior unsecured notes ($300 million, June 2012; and $150 million, 3.46% yield-to-maturity, November 2012), the net proceeds of which were used to redeem $223.5 million, 5.375% notes maturing October 2012 and repay borrowings under its revolving credit facilities;

• Closed on $350 million unsecured term loan ($300 million, 7-year tranche, with interest fixed at 3.6% for $200 million and 3.0% for $100 million; and $50 million, 5-year tranche, with interest fixed at 2.3%), the net proceeds of which were used to retire $179.5 million of convertible notes, refinance a portion of the Company’s 5.0% rate mortgage debt maturing in 2013, and reduce the outstanding balances under its revolving credit facilities;

• Closed $103 million 7-year, 3.40% mortgage loan collateralized by three prime shopping centers in Atlanta, Georgia, Princeton, New Jersey, and San Antonio, Texas;

• Closed $265 million, 7-year, 3.95% mortgage loan collateralized by four prime shopping centers in San Juan, Puerto Rico, Atlanta, Georgia, Miami, Florida, and Columbus, Ohio. The proceeds from the loan were used to repay a majority of $350 million, 5.0% rate mortgage debt set to mature in April 2013;

• Extended the weighted-average maturity of consolidated debt from 4.3 years to 5.1 years and

• Paid cash dividends of $0.48 per common share as compared to $0.22 per common share, an increase of 118% from 2011.

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Operational Accomplishments

The Company accomplished the following in 2012 to improve cash flow and the quality of its portfolio:

• Increased the portfolio occupancy rate to 91.5% at year-end 2012 from 89.1% at year-end 2011;

• Executed 1,958 new leases and renewals for 11.3 million square feet of GLA, including managed assets and

• Expended a weighted-average cost of tenant improvements and lease commissions for new leases executed during 2012 estimated at $2.92 per rentable square foot over the lease term.

Retail Environment

Retailers continue to open stores to meet their store opening plans. With demand exceeding supply, retailers have become more flexible with their design and prototype requirements, in some cases reducing square footage requirements. Downsizing of junior anchors has also presented opportunities for landlords that can use their operational expertise to generate higher rents through new tenants. Small shop consolidation efforts to accommodate national and regional tenants are also part of the Company’s active portfolio management strategy.

Value-oriented retailers are taking market share from conventional and national chain department stores. The Company’s largest tenants, including Walmart/Sam’s Club, Target, T.J. Maxx/Marshalls and Kohl’s, have taken market share from the department stores, remaining well-capitalized and outperforming other retail categories on a relative basis.

Company Fundamentals

The following table lists the Company’s 10 largest tenants based on total annualized rental revenues and Company-owned GLA of the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined as of December 31, 2012:

Tenant		% of Total Shopping Center Base Rental Revenues			% of Company- Owned Shopping Center GLA
1.	Walmart/Sam’s Club		4.0	%		7.3	%
2.	TJX companies(1)		2.5	%		2.8	%
3.	Bed Bath & Beyond(2)		2.5	%		2.3	%
4.	PetSmart		2.2	%		1.8	%
5.	Kohl’s		1.9	%		3.0	%
6.	Best Buy		1.7	%		1.4	%
7.	Michaels		1.7	%		1.6	%
8.	Dick’s Sporting Goods		1.5	%		1.6	%
9.	Ross Stores		1.5	%		1.6	%
10.	OfficeMax		1.4	%		1.3	%

⁽¹⁾ Includes T.J. Maxx, Marshalls and Homegoods.

⁽²⁾ Includes Bed Bath & Beyond, World Market and other retail concepts.

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The following table lists the Company’s 10 largest tenants based on total annualized rental revenues and Company-owned GLA of the wholly-owned properties and of the unconsolidated joint venture properties as of December 31, 2012:

	Wholly-Owned Properties						Joint Venture Properties
Tenant	% of Shopping Center Base Rental Revenues			% of Company- Owned Shopping Center GLA			% of Shopping Center Base Rental Revenues			% of Company- Owned Shopping Center GLA
Walmart/Sam’s Club		4.4	%		7.9	%		1.4	%		2.7	%
TJX Companies(1)		2.7	%		2.9	%		1.4	%		2.1	%
Bed Bath & Beyond(2)		2.6	%		2.3	%		1.7	%		2.0	%
PetSmart		2.3	%		1.8	%		1.6	%		1.6	%
Kohl’s		1.9	%		3.0	%		1.6	%		3.0	%
Best Buy		1.8	%		1.5	%		0.8	%		0.8	%
Michaels		1.7	%		1.6	%		1.4	%		1.6	%
Lowe’s		1.6	%		2.9	%		0.3	%		0.5	%
Dick’s Sporting Goods		1.6	%		1.6	%		1.2	%		1.4	%
OfficeMax		1.6	%		1.3	%		0.6	%		0.9	%
Publix		0.2	%		0.3	%		3.2	%		5.1	%
Kroger		0.8	%		1.1	%		1.7	%		3.4	%
AMC Theatres		1.3	%		0.6	%		1.4	%		1.2	%
Ross Stores		1.5	%		1.5	%		1.4	%		2.0	%

⁽¹⁾ Includes T.J. Maxx, Marshalls and Homegoods.

⁽²⁾ Includes Bed Bath & Beyond, World Market and other retail concepts.

Occupancy was 91.5% at December 31, 2012, an improvement of 240 basis points from the end of 2011. During 2012, the Company continues to sign a large number of new leases as reflected below:

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Year in Review — 2012

For the year ended December 31, 2012, net loss attributable to common shareholders increased as compared to 2011 primarily due to the effect of the valuation adjustment associated with the warrants that were exercised in full for cash in the first quarter of 2011, the loss on debt extinguishment related to the Company’s repurchase of a portion of its 9.625% senior unsecured notes in 2012, asset dispositions and higher impairment charges on depreciable assets partially offset by organic growth, shopping center acquisitions and related investments, the gain on change in control and sale of interests primarily related to the Company’s acquisition of assets from unconsolidated joint ventures and a decrease in impairment charges of non-depreciable assets. The following provides an overview of the key financial metrics (see Funds From Operations described later in this section):

	Year Ended December 31,
	2012			2011
Net loss attributable to common shareholders	$	(60,271	)	$	(53,843	)
Funds From Operations (“FFO”) attributable to common shareholders	$	312,380		$	227,610
Operating FFO	$	305,318		$	267,107
Earnings per share — Diluted	$	(0.21	)	$	(0.28	)

During 2012, the Company continued to pursue opportunities to position itself for long-term growth while also lowering the Company’s risk profile and cost of capital. The Company continued making progress on its balance sheet initiatives, strengthening the operations of its Prime Portfolio and recycling capital from non-prime asset sales into the acquisition of Prime Assets to improve portfolio quality. The Company continues to carefully consider opportunities that fit its selective acquisition requirements and remains prudent in its underwriting and bidding practices.

The following discussion of the Company’s financial condition and results of operations provides information that will assist in the understanding of the Company’s financial statements, the changes in certain key items and the factors that accounted for changes in the financial statements, as well as critical accounting policies that affected these financial statements.

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements of the Company include the accounts of the Company and all subsidiaries where the Company has financial or operating control. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has used available information, including the Company’s history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties. As a result, actual results could differ from these estimates. In addition, other companies may use different estimates that may affect the comparability of the Company’s results of operations to those of companies in similar businesses.

Revenue Recognition and Accounts Receivable

Rental revenue is recognized on a straight-line basis that averages minimum rents over the current term of the leases. Certain of these leases provide for percentage and overage rents based upon the level of sales achieved

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by the tenant. Percentage and overage rents are recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. The leases also typically provide for tenant reimbursements of common area maintenance and other operating expenses and real estate taxes. Accordingly, revenues associated with tenant reimbursements are recognized in the period in which the expenses are incurred based upon the tenant lease provision. Management fees are recorded in the period earned. Fee income derived from the Company’s unconsolidated joint venture investments is recognized to the extent attributable to the unaffiliated ownership interest. Ancillary and other property-related income, which includes the leasing of vacant space to temporary tenants, is recognized in the period earned. Lease termination fees are included in other revenue and recognized and earned upon termination of a tenant’s lease and relinquishment of space in which the Company has no further obligation to the tenant.

The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. The time to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because a higher bad debt reserve and/or a subsequent write-off in excess of an estimated reserve results in reduced earnings.

Notes Receivable

Notes receivable include certain loans that are held for investment and are generally collateralized by real estate-related investments and may be subordinate to other senior loans. Loan receivables are recorded at stated principal amounts or at initial investment plus accretable yield for loans purchased at a discount. The related discounts on mortgages and other loans purchased are accreted over the life of the related loan receivable. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest on each loan based on an assessment of the underlying collateral value to determine whether it is impaired, and not by the use of internal risk ratings. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms, and the amount of loss can be reasonably estimated. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable are real estate-related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of loans, the Company does not provide for an additional allowance for loan losses based on the grouping of loans, as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group. As such, all of the Company’s loans are evaluated individually for this purpose. Interest income on performing loans is accrued as earned. A loan is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on an accrual basis on non-performing loans is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Consolidation

The Company has a number of joint venture arrangements with varying structures. The Company consolidates entities in which it owns less than a 100% equity interest if it is determined that it is a variable interest entity (“VIE”) and the Company has a controlling financial interest in that VIE, or is the controlling general partner. The analysis to identify whether the Company is the primary beneficiary of a VIE is based upon which party has (a) the power to direct activities of the VIE that most significantly affect the VIE’s economic

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performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether it has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, the Company is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed. This qualitative assessment has a direct impact on the Company’s financial statements, as the detailed activity of off-balance sheet joint ventures is not presented within the Company’s consolidated financial statements.

Real Estate and Long-Lived Assets

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The Company is required to make subjective assessments as to the useful lives of its properties to determine the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company’s net income. If the Company were to extend the expected useful life of a particular asset, it would be depreciated over more years and result in less depreciation expense and higher annual net income.

On a periodic basis, management assesses whether there are any indicators that the value of real estate assets, including land held for development and construction in progress, and intangible assets may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The determination of undiscounted cash flows requires significant estimates by management. In management’s estimate of cash flows, it considers factors such as expected future operating income (loss), trends and prospects, the effects of demand, competition and other factors. If the Company is evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action. Subsequent changes in estimated undiscounted cash flows arising from changes in anticipated actions could affect the determination of whether an impairment exists and whether the effects could have a material impact on the Company’s net income. To the extent an impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property.

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Company’s net income because recording an impairment charge results in an immediate negative adjustment to net income.

The Company allocates the purchase price to assets acquired and liabilities assumed at the date of acquisition. In estimating the fair value of the tangible and intangible assets and liabilities acquired, the Company considers information obtained about each property as a result of its due diligence, marketing and leasing activities. It applies various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, estimates of replacement costs net of depreciation and available market information. If the Company determines that an event has occurred after the initial allocation of the asset or liability that would change the estimated useful life of the asset, the Company will reassess the depreciation and amortization of the asset. The Company is required to make subjective estimates in connection with these valuations and allocations.

Off-Balance Sheet Arrangements — Impairment Assessment

The Company has a number of off-balance sheet joint ventures and other unconsolidated arrangements with varying structures. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such loss is deemed to be other than temporary. To the extent an impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

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Measurement of Fair Value — Real Estate and Unconsolidated Joint Venture Investments

The Company is required to assess the value of certain impaired consolidated and unconsolidated joint venture investments as well as the underlying collateral for certain financing notes receivable. The fair value of real estate investments used in the Company’s impairment calculations is estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques used by the Company. The availability of observable transaction data and inputs can make it more difficult and/or subjective to determine the fair value of such investments. As a result, amounts ultimately realized by the Company from investments sold may differ from the fair values presented, and the differences could be material.

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

For operational real estate assets, the significant assumptions include the capitalization rate used in the income capitalization valuation as well as the projected property net operating income and expected hold period. For projects under development, the significant assumptions include the discount rate, the timing for the construction completion and project stabilization and the exit capitalization rate. For investments in unconsolidated joint ventures, the Company also considers the valuation of any underlying joint venture debt. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.

Real Estate Held for Sale

Pursuant to the definition of a component of an entity, assuming no significant continuing involvement, the sale of a property is considered discontinued operations. In addition, the operations from properties classified as held for sale are considered discontinued operations. The Company generally considers assets to be held for sale when the transaction has been approved by the appropriate level of management and there are no known significant contingencies relating to the sale such that the sale of the property within one year is considered probable. This generally occurs when a sales contract is executed with no contingencies and the prospective buyer has significant funds at risk to ensure performance. Accordingly, the results of operations of operating properties disposed of or classified as held for sale, for which the Company has no significant continuing involvement, are reflected in the current period and retrospectively as discontinued operations.

Deferred Tax Assets and Tax Liabilities

The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage the Company. Based on this assessment, management must evaluate the need for, and amount of, valuation allowances against the Company’s deferred tax assets. The Company would

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record a valuation allowance to reduce deferred tax assets when it has determined that an uncertainty exists regarding their realizability, which would increase the provision for income taxes. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. The Company makes certain estimates in the determination of the use of valuation reserves recorded for deferred tax assets. These estimates could have a direct impact on the Company’s earnings, as a difference in the tax provision would impact the Company’s earnings.

The Company has made estimates in assessing the impact of the uncertainty of income taxes. Accounting standards prescribe a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. These estimates have a direct impact on the Company’s net income because higher tax expense will result in reduced earnings.

Accrued Liabilities

The Company makes certain estimates for accrued liabilities. These estimates are subjective and based on historical payments, executed agreements, anticipated trends and representations from service providers. These estimates are prepared based on information available at each balance sheet date and are reevaluated upon the receipt of any additional information. Many of these estimates are for payments that occur within one year. These estimates have a direct impact on the Company’s net income because a higher accrual will result in reduced earnings.

Stock-Based Employee Compensation

Stock-based compensation requires all stock-based payments to employees, including grants of stock options, to be recognized in the financial statements based on their fair value. The fair value is estimated at the date of grant using a Black-Scholes option pricing model with weighted-average assumptions for the activity under stock plans. Option pricing model input assumptions, such as expected volatility, expected term and risk-free interest rate, all impact the fair value estimate. Further, the forfeiture rate has an impact on the amount of aggregate compensation. These assumptions are subjective and generally require significant analysis and judgment to develop.

When estimating fair value, some of the assumptions will be based on or determined from external data, and other assumptions may be derived from experience with stock-based payment arrangements. The appropriate weight to place on experience is a matter of judgment, based on relevant facts and circumstances.

COMPARISON OF 2012, 2011 AND 2010 RESULTS OF OPERATIONS

Continuing Operations

Shopping center properties owned as of January 1, 2011, but excluding properties under development or redevelopment and those classified in discontinued operations, are referred to herein as the “Comparable Portfolio Properties” for the comparison from 2012 to 2011. Shopping center properties owned as of January 1, 2010, but excluding properties under development or redevelopment and those classified in discontinued operations, are referred to herein as the “Comparable Portfolio Properties” for the comparison from 2011 to 2010.

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Revenues from Operations (in thousands)

	2012		2011		2010		2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Base and percentage rental revenues(A)	$	548,017	$	504,136	$	495,493	$	43,881		$	8,643
Recoveries from tenants(B)		174,097		163,123		162,046		10,974			1,077
Fee and other income(C)		78,261		82,570		84,393		(4,309	)		(1,823	)
Total revenues	$	800,375	$	749,829	$	741,932	$	50,546		$	7,897

(A) The increase is due to the following (in millions):

	2012 vs. 2011 Increase (Decrease)			2011 vs. 2010 Increase (Decrease)
Acquisition of shopping centers	$	32.7		$	7.7
Comparable Portfolio Properties		8.3			4.4
Development or redevelopment properties		(0.8	)		(1.7	)
Straight-line rents		3.7			(1.8	)
	$	43.9		$	8.6

The following tables present the statistics for the Company’s operating shopping center portfolio (in which the Company has an economic interest) 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:

	Shopping Center Portfolio(1) December 31,
	2012			2011			2010
Centers owned		452			432			478
Aggregate occupancy rate		91.5	%		89.1	%		88.4	%
Average annualized base rent per occupied square foot	$	13.66	(2)	$	13.81		$	13.30

	Wholly-Owned Shopping  Centers December 31,									Joint Venture Shopping  Centers(1) December 31,
	2012			2011			2010			2012			2011			2010
Centers owned		243			253			286			206			177			189
Centers owned through consolidated joint ventures		N/A			N/A			N/A			3			2			3
Aggregate occupancy rate		91.9	%		88.8	%		88.6	%		90.9	%		89.5	%		88.1	%
Average annualized base rent per occupied square foot	$	12.92		$	12.26		$	12.23		$	14.58	(2)	$	15.93		$	14.66

⁽¹⁾  In 2012, excludes shopping centers owned through the Company’s joint venture with Coventry Real Estate Fund II (“Coventry II Fund”), which are no longer managed by the Company and in which the Company’s investment basis is not material. In 2011 and 2010, excludes shopping centers owned by unconsolidated joint ventures in which the Company’s investment basis is zero and in which the Company is receiving no allocation of income or loss, which includes certain Coventry II Fund investments.

⁽²⁾  Decrease within the joint venture portfolio primarily due to the impact of exchange rate fluctuations with the Brazilian Real, the sale of assets in Brazil and the inclusion of the BRE DDR Retail Holdings, LLC assets in 2012.

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(B) Recoveries were approximately 89.0%, 87.4% and 87.5% of reimbursable operating expenses and real estate taxes for the years ended December 31, 2012, 2011 and 2010, respectively. In 2012, the increased percentage of recoveries from tenants primarily is attributable to higher occupancy and newly acquired assets.

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

	2012		2011		2010		2012 vs. 2011 (Decrease) Increase			2011 vs. 2010 (Decrease) Increase
Management, development, financing and other fee income	$	43.8	$	47.6	$	54.6	$	(3.8	)	$	(7.0	)
Ancillary and other property income		27.7		28.5		20.2		(0.8	)		8.3
Lease termination fees		6.4		5.9		7.5		0.5			(1.6	)
Other miscellaneous		0.4		0.6		2.1		(0.2	)		(1.5	)
	$	78.3	$	82.6	$	84.4	$	(4.3	)	$	(1.8	)

Comparison of 2012 to 2011

The decrease in management, development, financing and other fee income in 2012 is largely the result of the expiration of the management contracts by their own terms with the Coventry II Fund as of December 31, 2011 (see Off-Balance Sheet Arrangements). These contracts generated approximately $2.3 million in gross fees related to the Company’s management, development and leasing of the assets in 2011. During 2012, the Company executed lease terminations on four Rite Aid spaces, three of which have been re-leased.

Comparison of 2011 to 2010

The decrease in management, development, financing and other fee income in 2011 is largely a result of asset sales by the Company’s unconsolidated joint ventures from January 1, 2010, through December 31, 2011. The increase in ancillary and other income primarily is related to increased revenue associated with cinema and entertainment operations located at two of the Company’s shopping centers.

Expenses from Operations (in thousands)

	2012		2011		2010		2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Operating and maintenance(A)	$	128,821	$	128,873	$	123,201	$	(52	)	$	5,672
Real estate taxes(A)		104,256		97,382		98,845		6,874			(1,463	)
Impairment charges(B)		105,395		67,912		84,855		37,483			(16,943	)
General and administrative(C)		76,444		85,221		85,573		(8,777	)		(352	)
Depreciation and amortization(A)		248,781		215,928		202,981		32,853			12,947
	$	663,697	$	595,316	$	595,455	$	68,381		$	(139	)

(A) The changes for 2012 compared to 2011 and 2011 compared to 2010 are due to the following (in millions):

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Comparison of 2012 to 2011

	2012 vs. 2011 $ Change
	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisitions of shopping centers	$	4.2		$	6.8		$	21.6
Comparable Portfolio Properties		(1.6	)		(0.2	)		9.7
Development or redevelopment properties		(2.7	)		0.3			1.6
	$	(0.1	)	$	6.9		$	32.9

The decrease in operating and maintenance expense for the Comparable Portfolio Properties primarily related to a decrease in snow removal expense, bad debt expense and other property-related expenditures. The decrease in expense in the development or redevelopment properties is primarily due to the sale of a consolidated joint venture asset. The increase in depreciation expense for the Comparable Portfolio Properties is attributable to accelerated depreciation charges related to changes in the estimated useful life of certain assets that are expected to be redeveloped in future periods.

Comparison of 2011 to 2010

	2011 vs. 2010 $ Change
	Operating and Maintenance		Real Estate Taxes			Depreciation and Amortization
Acquisitions of shopping centers	$	0.9	$	1.6		$	5.3
Comparable Portfolio Properties		1.8		(0.3	)		6.4
Development or redevelopment properties		3.0		(2.8	)		1.2
	$	5.7	$	(1.5	)	$	12.9

The increase in operating and maintenance expenses in 2011 for the Comparable Portfolio Properties primarily is due to higher insurance-related costs and various other property level expenditures. The increase in expense in the development or redevelopment properties is primarily due to increased expenses associated with the cinema and entertainment operations located at two of the Company’s shopping centers. The increase in depreciation expense for the Comparable Portfolio Properties primarily is related to tenant improvements that have been placed in service.

(B) The Company recorded impairment charges during the years ended December 31, 2012, 2011 and 2010, related to its land and shopping center assets. These impairments are more fully described in Note 11, “Impairment Charges and Impairment of Joint Venture Investments,” of the Company’s financial statements.

(C) General and administrative expenses were approximately 4.7% of total revenues, including total revenues of unconsolidated joint ventures, managed properties and discontinued operations, for the year ended December 31, 2012, and 5.2% for both of the years ended December 31, 2011 and 2010. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

During 2012 and 2011, the Company recorded charges of $1.0 million and $11.0 million, respectively, as a result of a termination without cause of executives, including the Executive Chairman of the Board in 2011, the terms of which were pursuant to employment agreements, as applicable. Total employee separation charges recorded in 2012, 2011 and 2010 were $1.0 million, $12.4 million and $5.3 million, respectively. The decrease in general and administrative expenses in 2011 as compared to 2010, excluding separation charges, is due to general cost-saving measures.

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Other Income and Expenses (in thousands)

	2012			2011			2010			2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Interest income(A)	$	15,799		$	9,832		$	7,302		$	5,967		$	2,530
Interest expense(B)		(221,424	)		(224,024	)		(209,643	)		2,600			(14,381	)
Loss on retirement of debt, net(C)		(13,495	)		(89	)		485			(13,406	)		(574	)
Gain (loss) on equity derivative instruments(D)		—			21,926			(40,157	)		(21,926	)		62,083
Other income (expense), net(E)		(17,880	)		(5,002	)		(24,148	)		(12,878	)		19,146
	$	(237,000	)	$	(197,357	)	$	(266,161	)	$	(39,643	)	$	68,804

(A) The weighted-average interest rate of loan receivables, including loans to affiliates, was 8.7% at December 31, 2012 and 2011, and 9.4% at December 31, 2010. The increase in the amount of interest income recognized in 2012 is primarily due to the preferred equity investment in the unconsolidated joint venture with Blackstone (see 2012 Strategic Transaction Activity). The increase in the amount of interest income recognized in 2011 primarily is due to a full year of interest on $58.3 million in loan receivables originated and purchased in September 2010.

(B) The weighted-average debt outstanding and related weighted-average interest rate including amounts allocated to discontinued operations are as follows:

	Year Ended December 31,
	2012			2011			2010
Weighted-average debt outstanding (in billions)	$	4.3		$	4.2		$	4.6
Weighted-average interest rate		5.3	%		5.6	%		5.1	%

The weighted-average interest rate (based on contractual rates and excluding convertible debt accretion and deferred financing costs) at December 31, 2012, 2011 and 2010, was 4.8%, 5.2% and 5.1%, respectively.

Interest costs capitalized in conjunction with development and redevelopment projects and unconsolidated development and redevelopment joint venture interests were $13.3 million for the year ended December 31, 2012, as compared to $12.7 million and $12.2 million for the respective periods in 2011 and 2010. The Company ceases the capitalization of interest as assets are placed in service or upon the suspension of construction activities.

The increase in 2011 interest expense primarily is due to the repayment of shorter-term, lower interest rate debt with the proceeds from long-term, higher interest rate debt, partially offset by a reduction in outstanding debt.

(C) For the year ended December 31, 2012, the Company repurchased $60.0 million aggregate principal amount of its 9.625% senior unsecured notes due 2016 at a premium to par value.

(D) Represents the impact of the valuation adjustments for the equity derivative instruments issued as part of the stock purchase agreement with the Otto family. The share issuances, together with the warrant issuances, are collectively referred to as the “Otto Transaction,” as described in Note 10, “Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury,” of the Company’s financial statements.

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(E) Other income (expense) was composed of the following (in millions):

	Year Ended December 31,
	2012			2011			2010
Transaction, abandoned projects and other (expense) income	$	(7.7	)	$	0.4		$	(2.6	)
Litigation-related expenses		(4.8	)		(2.3	)		(14.6	)
Note receivable reserve		(4.3	)		(5.0	)		0.1
Debt extinguishment costs, net		(1.1	)		(0.7	)		(3.7	)
Lease liability settlement gain (related obligation)		—			2.6			(3.3	)
	$	(17.9	)	$	(5.0	)	$	(24.1	)

Transaction, abandoned projects and other (expense) income

In 2012, the Company recorded a charge of $4.0 million as a result of a net termination fee associated with a major tenant in connection with the redevelopment of a shopping center asset.

Litigation-related expenses

In 2010, litigation expenses included a $5.1 million charge in connection with a legal matter at a property in Long Beach, California. Litigation-related expenses also include costs incurred by the Company to defend the litigation arising from joint venture assets that are owned through the Company’s investments with the Coventry II Fund (see Item 3. Legal Proceedings).

Notes receivable reserve

In June 2011, the Company sold a note receivable with a face value, including accrued but unpaid interest, of $11.8 million for proceeds of $6.8 million. This transaction resulted in the recognition of a reserve of $5.0 million prior to the sale to reduce the loan receivable to fair value. In 2012, the Company recorded a loan loss reserve based upon the estimated collateral value of a non-performing note receivable.

Lease liability settlement gain (related obligation)

In 2010, the Company established a lease liability reserve in the amount of $3.3 million for three operating leases related to an abandoned development project and two office closures. The Company reversed $2.6 million of this previously recorded charge due to the termination of the ground lease related to the abandoned development project in 2011.

Other Items (in thousands)

	2012			2011			2010			2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Equity in net income of joint ventures(A)	$	35,250		$	13,734		$	5,600		$	21,516		$	8,134
Impairment of joint venture investments(B)		(26,671	)		(2,921	)		(227	)		(23,750	)		(2,694	)
Gain on change in control and sale of interests, net(C)		78,127			25,170			—			52,957			25,170
Tax expense of taxable REIT subsidiaries and state franchise and income taxes(D)		(1,160	)		(1,025	)		(47,942	)		(135	)		46,917

(A) The increase in equity in net income of joint ventures for the year ended December 31, 2012, compared to the prior year is primarily a result of gain on sale of three assets combined with higher income from the

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Company’s investment in Sonae Sierra Brasil in 2012, as discussed below, in addition to fewer impairments recorded in 2012 than 2011, partially offset by gains recognized in 2011 from the sale of assets held in unconsolidated joint ventures.

The increase in equity in net income of joint ventures for the year ended December 31, 2011, compared to the prior year is primarily a result of the gain recognized on the sale of an asset by one unconsolidated joint venture of which the Company’s share was $12.6 million and higher income from the Company’s investment in Sonae Sierra Brasil discussed below, partially offset by the Company’s proportionate share of unconsolidated joint venture impairments, loss on sales and the elimination of equity income from unconsolidated joint venture assets sold in 2010.

At December 31, 2012 and 2011, the Company had an approximate 33% interest, as compared to an approximate 48% interest in 2010, in an unconsolidated joint venture, Sonae Sierra Brasil, which owns real estate in Brazil and is headquartered in San Paulo, Brazil. This entity uses the functional currency of Brazilian reais. The Company has generally chosen not to mitigate any of the foreign currency risk through the use of hedging instruments for this entity. The operating cash flow generated by this investment has been generally retained by the joint venture and reinvested in ground-up developments and expansions in Brazil. The weighted-average exchange rate used for recording the equity in net income were 1.94, 1.67 and 1.77 for the years ended December 31, 2012, 2011 and 2010, respectively.

The overall increase in equity in net income from the Sonae Sierra Brasil joint venture, net of the impact of foreign currency translation for the year ended December 31, 2012, as compared to 2011, primarily is due to a gain on sale of three shopping centers in addition to a gain recognized on the strategic asset swap of two assets in the portfolio, shopping center development and expansion activity coming online as well as increases in parking revenue, ancillary income and interest income. The overall increase in equity in net income from the Sonae Sierra Brasil joint venture, net of the impact of foreign currency translation for the year ended December 31, 2011, as compared to 2010, primarily is due to shopping center expansion activity coming online as well as increases in parking revenue, ancillary income and interest income.

(B) The other than temporary impairment charges of the joint venture investments are more fully described in Note 2, “Investments in and Advances to Joint Ventures,” of the Company’s financial statements.

(C) Since January 1, 2011, the Company has acquired its partners’ interests in seven shopping centers, five in 2012 and two in 2011. These properties were previously unconsolidated, and the Company accounted for these transactions as step acquisitions. These properties are wholly-owned and consolidated at December 31, 2012. Due to the change in control that occurred, the Company recorded an aggregate net gain associated with these transactions related to the difference between the Company’s carrying value and fair value of the previously held equity interests. In November 2012, the Company sold its interest in a joint venture investment with the Coventry II Fund and recorded a gain. Also, in December 2012, the Company sold a portion of its interest in a previously consolidated joint venture that owns land held for development in Canada. The Company incurred a loss on the sale. This property is reflected as an unconsolidated joint venture at December 31, 2012. In December 2011, the Company sold its 10% interest in an unconsolidated joint venture that owned three shopping centers to its partner. Also in 2011, the Company sold its 50% interest in an unconsolidated joint venture that owned a development project in Oconomowoc, Wisconsin, to its partner.

(D) Management regularly assesses established tax-related reserves and adjusts these reserves when facts and circumstances indicate that a change in estimates is warranted. The Company incurred a 2010 income tax expense of $49.9 million recognized due to the establishment of a reserve against certain deferred tax assets within its TRS, which is described in more detail in Note 16, “Income Taxes,” of the Company’s financial statements.

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Discontinued Operations (in thousands)

	2012			2011			2010			2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Loss from discontinued operations(A)	$	(20,263	)	$	(63,469	)	$	(97,782	)	$	43,206		$	34,313
Gain on deconsolidation of interests, net(B)		—			4,716			5,221			(4,716	)		(505	)
Gain on disposition of real estate, net of tax(A)		3,847			40,163			5,775			(36,316	)		34,388
	$	(16,416	)	$	(18,590	)	$	(86,786	)	$	2,174		$	68,196

(A) The Company sold the following properties:

	2012				2011				2010
	Number of properties		GLA (millions)		Number of properties		GLA (millions)		Number of properties		GLA (millions)
Shopping centers		24		2.7		34		2.9		31		2.9
Office		5		0.4		1		0.1		—		—

Included in discontinued operations are 26 other properties that were deconsolidated for accounting purposes in 2011 and 2010, aggregating 2.3 million square feet, which primarily represent the activity associated with the DDR MDT MV joint venture. These assets were classified as discontinued operations for all periods presented, as the Company had no significant continuing involvement. Included in the reported loss for the years ended December 31, 2012, 2011 and 2010, are $21.1 million, $57.9 million and $87.1 million, respectively, of impairment charges related to assets classified as discontinued operations.

(B) The Company recorded a gain in the years ended December 31, 2011 and 2010, associated with the deconsolidation of assets previously owned in consolidated joint ventures that were transferred to the control of a court-appointed receiver. The joint venture no longer owned any of the assets as of December 31, 2012. The Company recorded a gain because the carrying value of the non-recourse debt exceeded the carrying value of the collateralized assets of the joint ventures. The revenues and expenses associated with these joint ventures are classified within discontinued operations.

Gain on Disposition of Real Estate (in thousands)

	2012		2011		2010		2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Gain on disposition of real estate, net(A)	$	5,863	$	7,079	$	1,318	$	(1,216	)	$	5,761

(A) The Company recorded net gains on disposition of real estate and real estate investments as follows (in millions):

	Year Ended December 31,
	2012		2011			2010
Land sales	$	5.6	$	(0.4	)	$	1.0
Previously deferred gains and other gains and losses on dispositions		0.3		7.5			0.3
	$	5.9	$	7.1		$	1.3

These dispositions did not meet the criteria for discontinued operations. The previously deferred gains and other gains and losses on dispositions are a result of partial asset sales and assets that were contributed to joint ventures in prior years.

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Non-controlling interests (in thousands)

	2012			2011		2010		2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Non-controlling interests	$	(493	)	$	3,543	$	38,363	$	(4,036	)	$	(34,820	)

The change is a result of impairment charges recorded in 2011 and 2010 by one of the Company’s 75% owned, consolidated joint ventures, which owned land held for development in Russia. In addition, in 2010 non-controlling interests included the net loss attributable to a consolidated joint venture that held assets previously occupied by Mervyns that were deconsolidated in 2010, and the operating results are reported as a component of discontinued operations.

Net Loss (in thousands)

	2012			2011			2010			2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)	$	(9,968	)	$	193,504

A summary of changes in net loss attributable to DDR in 2012 as compared to 2011 and 2011 as compared to 2010 is as follows (in millions):

	2012 vs. 2011 $ Change			2011 vs. 2010 $ Change
Increase in net operating revenues (total revenues in excess of operating and maintenance expenses and real estate taxes)	$	43.7		$	3.7
(Increase) decrease in consolidated impairment charges		(37.5	)		16.9
Decrease in general and administrative expenses(A)		8.8			0.4
Increase in depreciation expense		(32.9	)		(12.9	)
Increase in interest income		6.0			2.5
Decrease (increase) in interest expense		2.6			(14.4	)
Increase in loss on retirement of debt, net		(13.4	)		(0.6	)
(Decrease) increase in gain on equity derivative instruments		(21.9	)		62.1
Change in other income (expense), net		(12.9	)		19.1
Increase in equity in net income of joint ventures		21.5			8.1
Increase in impairment of joint venture investments		(23.8	)		(2.7	)
Increase in gain on change in control and sale of interests, net		53.0			25.2
(Increase) decrease in income tax expense		(0.1	)		46.9
Decrease in loss from discontinued operations		2.1			68.2
(Decrease) increase in gain on disposition of real estate		(1.2	)		5.8
Change in non-controlling interests		(4.0	)		(34.8	)
(Increase) decrease in net loss attributable to DDR	$	(10.0	)	$	193.5

(A) Included in general and administrative expenses are executive separation charges of $1.0 million, $12.4 million and $5.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

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FUNDS FROM OPERATIONS

Definition and Basis of Presentation

The Company believes that FFO, a non-GAAP financial measure, provides an additional and useful means to assess the financial performance of REITs. FFO is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs, most of which present FFO along with net income as calculated in accordance with GAAP.

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, gains and losses from depreciable property dispositions, and extraordinary items, 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, acquisition, disposition and development activities and interest costs. 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), 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, (iv) extraordinary items and (v) 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 the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. For the periods presented below, the Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”). Other real estate companies may calculate FFO in a different manner.

The Company believes that certain gains and charges recorded in its operating results are not 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 as well as FFO. Operating FFO is generally calculated by the Company as FFO excluding certain charges and gains that management believes are not indicative of the results of the Company’s operating real estate portfolio. The disclosure of these charges and gains is regularly requested by users of the Company’s financial statements.

Operating FFO is a non-GAAP financial measure, and, as described above, its use combined with the required primary GAAP presentations has been beneficial to management in improving the understanding of the Company’s operating results among the investing public and making comparisons of other REITs’ operating results to the Company’s more meaningful. The adjustments 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. The Company will continue to evaluate the usefulness and relevance of the reported non-GAAP measures, and such reported measures could change. 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 measure of a real estate asset’s performance, (ii) to influence acquisition, disposition and capital investment strategies and (iii) to compare the Company’s performance to that of other publicly traded shopping center REITs.

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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 income from continuing operations. 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, including the payment of dividends. 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 in accordance with GAAP, as presented in its consolidated financial statements.

Reconciliation Presentation

In 2012, FFO attributable to DDR common shareholders was $312.4 million, compared to $227.6 million in 2011 and $76.3 million in 2010. The increase in FFO for the year ended December 31, 2012, as compared to the prior year, primarily was due to organic growth, shopping center acquisitions and related investments partially offset by higher transaction costs, asset dispositions, the loss on debt retirement related to the Company’s repurchase of a portion of its 9.625% unsecured senior notes in 2012 and the effect of the valuation adjustment associated with the warrants that were exercised in full for cash in the first quarter of 2011.

In 2012, Operating FFO attributable to DDR common shareholders was $305.3 million, compared to $267.1 million in 2011 and $264.3 million in 2010. The increase in Operating FFO for the year ended December 31, 2012, primarily was due to organic growth and shopping center acquisitions, partially offset by asset dispositions.

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

	For the Year Ended
	2012			2011			2010
Net loss attributable to DDR common shareholders(A),(B)	$	(60.3	)	$	(53.8	)	$	(251.6	)
Depreciation and amortization of real estate investments		242.8			221.2			217.2
Equity in net income of joint ventures		(35.2	)		(13.7	)		(5.6	)
Impairment of depreciable joint venture investments		26.7			1.3			0.2
Joint ventures’ FFO(C)		53.6			57.6			54.7
Non-controlling interests (OP Units)		0.2			0.1			—
Impairment of depreciable real estate assets, net of non-controlling interests		96.3			62.7			68.2
Gain on disposition of depreciable real estate, net		(11.7	)		(47.8	)		(6.8	)
FFO attributable to DDR common shareholders		312.4			227.6			76.3
Non-operating items, net(D)		(7.1	)		39.5			188.0
Operating FFO attributable to DDR common shareholders	$	305.3		$	267.1		$	264.3

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(A) Includes the following deductions from net income (in millions):

	For the Year Ended
	2012		2011		2010
Preferred dividends	$	28.6	$	31.6	$	42.3
Write-off of preferred share original issuance costs		5.8		6.4		—

(B) Straight-line rental revenue and straight-line ground rent expense, including discontinued operations, were as follows:

	For the Year Ended
	2012		2011		2010
Straight-line rents	$	4.1	$	0.9	$	2.5
Straight-line ground rent expense		1.1		2.0		2.0

(C) At December 31, 2012, 2011 and 2010, the Company had an economic investment in unconsolidated joint venture interests related to 206, 177 and 189 operating shopping center properties, respectively. These joint ventures represent the investments in which the Company was recording its share of equity in net income or loss and, accordingly, FFO.

Joint ventures’ FFO is summarized as follows (in millions):

	For the Year Ended
	2012			2011			2010
Net loss attributable to unconsolidated joint ventures(1)	$	(49.4	)	$	(251.2	)	$	(64.4	)
Depreciation and amortization of real estate investments		228.7			182.7			198.3
Impairment of depreciable real estate assets		57.2			272.5			21.0
(Gain) loss on sale of depreciable real estate		(65.1	)		(18.7	)		26.7
FFO	$	171.4		$	185.3		$	181.6
FFO at DDR’s ownership interests(2)	$	53.6		$	57.6		$	54.7
Operating FFO at DDR’s ownership interests(D)	$	54.2		$	56.4		$	54.1

⁽¹⁾  Revenues for the three years ended December 31, 2012, include the following (in millions):

	2012		2011		2010
Straight-line rents	$	4.9	$	4.6	$	3.9
DDR’s proportionate share		0.8		0.9		0.6

⁽²⁾  FFO at DDR ownership interests considers the impact of basis differentials.

(D) Amounts are described in the Operating FFO Adjustments section below.

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Operating FFO Adjustments

The Company’s adjustments to arrive at Operating FFO are composed of the following for the years ended December 31, 2012, 2011 and 2010 (in millions). 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.

	For the Year Ended
	2012			2011			2010
Impairment charges — non-depreciable consolidated assets	$	30.2		$	63.2		$	84.8
Executive separation and related compensation and benefit charges(A)		1.0			12.4			5.6
Loss (gain) on debt retirement, net(B)		13.5			0.1			(0.5	)
(Gain) loss on equity derivative instruments(B)		—			(21.9	)		40.2
Other expense (income), net(C)		17.9			5.0			22.0
Equity in net loss (income) of joint ventures — currency adjustments, transaction and other expenses, gain on sale of land and gain on debt extinguishment		0.6			(1.2	)		(0.6	)
Impairment of joint venture investments on non-depreciable assets		—			1.6			—
(Gain) loss on change in control and sale of interests, net(B)		(70.8	)		(25.2	)		0.4
Tax expense — deferred tax assets reserve(D)		—			—			49.9
Discontinued operations — debt extinguishment costs, (gain) on deconsolidation of interests and loss on sales		0.2			2.1			(5.6	)
Discontinued operations — FFO associated with Mervyns Joint Venture, net of non-controlling interest		—			—			4.4
(Gain) loss on disposition of non-depreciable real estate, net		(5.5	)		0.9			(0.2	)
Non-controlling interest — portion of impairment charges allocated to outside partners		—			(3.9	)		(12.4	)
Write-off of preferred share original issuance costs(B)		5.8			6.4			—
Total adjustments from FFO to Operating FFO	$	(7.1	)	$	39.5		$	188.0
FFO attributable to DDR common shareholders		312.4			227.6			76.3
Operating FFO attributable to DDR common shareholders	$	305.3		$	267.1		$	264.3

(A) Amounts included in general and administrative expenses.

(B) Amount agrees to the face of the consolidated statements of operations.

(C) Amounts included in other income (expense) in the consolidated statements of operations and detailed as follows (in millions):

	2012		2011			2010
Transaction and other expense (income)	$	7.7	$	(0.4	)	$	2.8
Litigation-related expenses, net of tax		4.8		2.3			12.2
Note receivable reserve		4.3		5.0			—
Debt extinguishment costs, net		1.1		0.7			3.7
(Settlement of) lease liability obligation		—		(2.6	)		3.3
	$	17.9	$	5.0		$	22.0

(D) The $49.9 million net income tax expense consists of a gross valuation allowance tax expense of $58.3 million reduced by an $8.4 million tax benefit attributed to a $22.3 million abandoned project impairment charge.

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LIQUIDITY AND CAPITAL RESOURCES

The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders, or repurchase, refinance or otherwise restructure long-term debt for strategic reasons or to further strengthen the financial position of the Company. In 2012, the Company continued to strategically allocate cash flow from operating and financing activities. The Company also completed public debt and equity offerings in order to strengthen its balance sheet and improve its financial flexibility.

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 that 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.

In January 2013, the Company amended its $750 million unsecured revolving credit facility arranged by J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”). The $65 million unsecured revolving credit facility provided solely by PNC Bank, National Association (the “PNC Facility” and together with the Unsecured Credit Facility, the “Revolving Credit Facilities”) was amended to match the terms of the primary facility. The Company also amended its $400 million secured term loan arranged by KeyBanc Capital Markets and RBC Capital Markets. Further discussion about the amending of the facilities is described in Note 18, “Subsequent Events,” of the Company’s financial statements.

The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness is, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants, the occurrence of a material adverse effect on the Company and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding, and/or an acceleration of any outstanding borrowings may occur. As of December 31, 2012, 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 2013 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 adopt a strict focus on lowering leverage and increasing financial flexibility.

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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 December 31, 2012 (in millions):

Cash and cash equivalents	$	31.2
Revolving Credit Facilities	$	815.0
Less:
Amount outstanding		(147.9	)
Letters of credit		(28.2	)
Borrowing capacity available	$	638.9

In October 2012, the Company entered into an agreement for the future issuance of up to $200.0 million of common shares under a continuous equity program. This program replaces any previous program entered into by the Company. As of February 15, 2013, the Company had available for future issuance $125.0 million of its common shares under its continuous equity program.

The Company intends to maintain a longer-term financing strategy and continue to reduce its reliance on short-term debt. The Company believes its Revolving Credit Facilities are sufficient for its liquidity strategy and longer-term capital structure needs. Part of the Company’s overall strategy includes scheduling future debt maturities in a balanced manner, including incorporating a healthy level of conservatism regarding possible future market conditions. For additional discussion, see Financing Activities described later in this section.

The Company is focused on de-leveraging opportunities for the consolidated secured debt maturing in 2013, which aggregates $41.1 million on four assets, of which $8.4 million was repaid in February 2013 from borrowings under the Company’s Revolving Credit Facilities. The Company expects to fund its remaining obligations from available cash, current operations, utilization of its Revolving Credit Facilities or possible refinancing opportunities. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

At February 15, 2013, there were no other unsecured maturities until May 2015. Management believes that the scheduled debt maturities in future years are manageable. The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company continues to look beyond 2013 to ensure that it executes its strategy to lower leverage, increase liquidity, improve the Company’s credit ratings and extend debt duration, with the goal of lowering the Company’s balance sheet risk and cost of capital.

Unconsolidated Joint Ventures

The Company’s unconsolidated joint venture mortgage debt that had matured and is now past due was $118.4 million at December 31, 2012 (of which the Company’s proportionate share is $14.7 million), all of which was attributable to the Coventry II Fund assets (see Off-Balance Sheet Arrangements).

At December 31, 2012, the Company’s unconsolidated joint venture mortgage debt maturing in 2013 was $275.2 million (of which the Company’s proportionate share is $42.1 million). Of this amount, $105.8 million (of which the Company’s proportionate share is $21.2 million) is attributable to Coventry II Funds assets (see Off-Balance Sheet Arrangements). Further discussion on the 2012 refinancing of unconsolidated debt is described in Note 2, “Investments in and Advances to Joint Ventures,” of the Company’s financial statements.

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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):

	Year Ended December 31,
	2012			2011			2010
Cash flow provided by operating activities	$	304,196		$	273,195		$	278,124
Cash flow (used for) provided by investing activities		(588,430	)		200,696			31,762
Cash flow provided by (used for) financing activities		274,763			(451,854	)		(317,065	)

Operating Activities:    The change in cash flow from operating activities for the year ended December 31, 2012, as compared to the year ended December 31, 2011, primarily was due to additional cash flow from acquired properties, changes in restricted cash and increased distributions from joint ventures offset by the settlement of accreted debt discount on repayment of senior convertible notes.

Investing Activities:    The change in cash flow from investing activities for the year ended December 31, 2012, as compared to the year ended December 31, 2011, primarily was due to an increase in asset acquisitions as well as an increase in contributions and advances to unconsolidated joint ventures, primarily the BRE DDR Retail Holdings, LLC joint venture discussed below.

Financing Activities:    The change in cash flow from financing activities for the year ended December 31, 2012, as compared to the year ended December 31, 2011, primarily was due to an increase in proceeds from the issuance of common shares, preferred shares and debt in 2012, partially offset by an increase in debt repayments and dividend payments in 2012.

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared common and preferred share cash dividends of $169.8 million in 2012, as compared to $92.8 million of cash dividends paid in 2011 and $62.5 million of cash dividends paid in 2010. Because actual distributions were greater than 100% of taxable income, federal income taxes were not incurred by the Company in 2012.

The Company declared cash dividends of $0.48 per common share in 2012. In January 2013, the Company declared its first quarter 2013 dividend of $0.135 per common share payable on April 2, 2013, to shareholders of record at the close of business on March 14, 2013. The Board of Directors of the Company will continue to monitor the 2013 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

2012 Strategic Transaction Activity

Acquisitions

The Company has a portfolio management strategy to recycle capital from lower quality, lower growth potential assets into Prime Assets with long-term growth potential. Further discussion on these acquisitions is described in Note 3, “Acquisitions,” of the Company’s financial statements.

In 2012, the Company acquired nine shopping centers, five of which were acquired from its unconsolidated joint venture partners. The four assets acquired from third parties (one in Arizona, one in Illinois and two in

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North Carolina) aggregate 2.0 million square feet of Company-owned GLA and were acquired for an aggregate purchase price of $324.0 million. The Company assumed $24.4 million of mortgage debt at a fair market value of $25.4 million in connection with these acquisitions. The five properties acquired from unconsolidated joint venture partners (two in Arizona, two in Missouri and one in Oregon) aggregate 1.8 million square feet of Company-owned GLA and were acquired for an aggregate purchase price of $339.4 million. The Company funded these acquisitions in part with proceeds from the issuance of common shares through its continuous equity program.

BRE DDR Retail Holdings, LLC

In June 2012, a joint venture between consolidated affiliates of the Company and Blackstone acquired a portfolio of 46 shopping centers aggregating 10.6 million square feet of GLA. These assets were previously owned by EPN Group and managed by the Company. An affiliate of Blackstone owns 95% of the common equity of the joint venture, and the remaining 5% common equity interest is owned by a consolidated affiliate of the Company. The transaction was valued at $1.4 billion. The joint venture assumed $635.6 million of senior non-recourse debt at face value and entered into an additional $320.0 million of non-recourse debt with a three-year term and two one-year extension options. The Company contributed $17.0 million to the joint venture for its common equity interest and also funded the joint venture with $150.0 million in preferred equity. The Company continues to provide leasing and property management services and has the right of first offer to acquire 10 of the assets under specified conditions. The Company funded its investment with proceeds from the forward equity agreements entered into in January 2012. The forward equity agreements were settled in June 2012, at which time the Company issued 19.0 million of its common shares for net proceeds of $231.2 million.

Dispositions

In 2012, the Company sold 24 shopping center properties and five office properties, aggregating 3.1 million square feet, and other consolidated non-income producing assets at an aggregate sales price of $193.2 million. The Company recorded a net gain of $9.7 million, which excludes the impact of an aggregate $143.7 million in related impairment charges that were recorded in prior periods related to the assets sold in 2012.

In 2012, the Company’s unconsolidated joint ventures had the following sales transactions, excluding those properties acquired by the Company as described above:

Joint Venture	Company’s Effective Ownership Percentage			Company- Owned Square Feet (Thousands)		Sales Price (Millions)(A)		Company’s Proportionate Share of Gain (Millions)(B)
Sonae Sierra Brasil BV Sarl I (three assets)(C)		33.3	%		868	$	102.7	$	10.8
DDR Domestic Retail Fund I (one asset)		20.0	%		43		6.8		0.1
DDRTC Core Retail Fund (two assets)		15.0	%		793		116.3		0.2
DPG Realty Holdings LLC (two assets)		10.0	%		157		5.5		—
					1,861	$	231.3	$	11.1

(A) The Company also sold its 20% interest in an unconsolidated joint venture and received net proceeds of $7.5 million.

(B) The Company’s proportionate share of gain was adjusted by basis differentials from the Company’s investment in the assets created by previously recorded deferred gains and impairment charges.

(C) The proceeds from the sale of these assets were primarily retained by the joint venture to fund future development and acquisition activity.

As discussed above, a part of the Company’s portfolio management strategy is to recycle capital from lower quality, lower growth assets into Prime Assets with long-term growth potential. The Company has been marketing certain non-Prime Assets for sale and is focused on selling single-tenant assets and/or smaller

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shopping centers that do not meet the Company’s current business strategy. The Company has entered into agreements, including contracts executed through February 15, 2013, to sell real estate assets that are subject to contingencies. An aggregate loss of approximately $2 million could be recorded if all such sales were consummated on the terms as negotiated through February 15, 2013. Given the Company’s experience over the past few years, it is difficult for many buyers to complete these transactions in the timing contemplated or at all. The Company has not recorded an impairment charge on the assets that would result in a loss at December 31, 2012, as the undiscounted cash flows, when considering and evaluating the various alternative courses of action that may occur, exceeded the asset’s current carrying value at December 31, 2012. The Company evaluates all potential sale opportunities taking into account the long-term growth prospects of assets being sold, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results. As a result, if actual results differ from expectations, it is possible that additional assets could be sold in subsequent periods for a gain or loss after taking into account the above considerations.

Developments and Redevelopments

As part of its portfolio management strategy to develop, expand, improve and re-tenant various consolidated properties, the Company expended an aggregate of $82.4 million on a net basis, after deducting sales proceeds from outlot sales, to develop, expand, improve and re-tenant various consolidated properties during 2012.

The Company is currently undertaking developments and redevelopment projects at 12 significant shopping centers (including one shopping center owned by a consolidated joint venture) at a projected aggregate net cost of approximately $292.3 million. At December 31, 2012, $192.7 million of costs had been incurred in relation to these redevelopment projects. In addition, the Company’s unconsolidated joint ventures have projects being developed and have incurred $228.7 million in project costs. An expected $350.5 million of costs is projected to be incurred attributable to projects under development at the Company’s joint venture in Brazil, of which $274.4 million of costs had been incurred at December 31, 2012.

The Company and its joint venture partners intend to commence construction on various other developments only after substantial tenant leasing has occurred and acceptable construction financing is available.

At December 31, 2012, the Company had $273.2 million of recorded costs related to land and projects under development, for which active construction had temporarily ceased or had not yet commenced. Based on the Company’s intentions and business plans, the Company believes that the expected undiscounted cash flows exceed its current carrying value on each of these projects. However, if the Company were to dispose of certain of these assets in the market, the Company would likely incur a loss, which may be material. 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.

The Company will continue to closely monitor its expected spending in 2013 for developments and redevelopments, both for consolidated and unconsolidated projects, as the Company considers this funding to be discretionary spending. The Company does not anticipate expending a significant amount of funds on joint venture development projects in 2013, excluding projects through Sonae Sierra Brasil. The projects in Brazil are expected to be funded with operating cash flow generated by Sonae Sierra Brasil, proceeds from asset sales or proceeds from the local debt financing completed by Sonae Sierra Brasil in the first quarter of 2012.

One of the important benefits of the Company’s asset class is the ability to phase development projects over time until appropriate leasing levels can be achieved. To maximize the return on capital spending and balance the Company’s deleveraging strategy, the Company generally adheres to strict investment criteria thresholds. The revised underwriting criteria, generally followed for the past three years, includes a higher cash-on-cost project return threshold and incorporates a longer period before the leases commence and a higher stabilized vacancy rate. The Company applies this revised strategy to both its consolidated and certain unconsolidated joint ventures that own assets under development because the Company has significant influence and, in most cases, approval rights over decisions relating to significant capital expenditures.

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2011 Strategic Transaction Activity

Strategic Purchase and Sale Transactions

The Company sold its open-air mall, Town Center Plaza, in Kansas City, Kansas, to Glimcher Realty Trust (NYSE: GRT) (“Glimcher”) for approximately $139 million. Glimcher sold its power center, Polaris Towne Center, in Columbus, Ohio, to the Company for $79.6 million. The Company recognized a gain of $62.4 million in connection with the sale of Town Center Plaza.

Acquisitions

In 2011, the Company acquired four shopping centers (Polaris Towne Center in Columbus, Ohio, as discussed above, Chapel Hills East in Colorado Springs, Colorado, and Cotswold Village Shopping Center and Terraces at South Park, both in Charlotte, North Carolina) aggregating 1.2 million square feet of Company-owned GLA for an aggregate purchase price of $189.6 million. The Company assumed $112.2 million of mortgage debt at a fair market value of $122.9 million in connection with these acquisitions. In 2011, the Company acquired its partners’ 50% ownership interests in two shopping centers for an aggregate gross purchase price of $79.7 million. The Company acquired these assets pursuant to the terms of the respective underlying joint venture agreements. The Company funded these acquisitions in part with proceeds from the issuance of common shares through its continuous equity program. These acquisitions are more fully described in Note 3, “Acquisitions,” of the Company’s financial statements.

Dispositions

In 2011, the Company sold 33 shopping center properties and one office property, aggregating 2.9 million square feet, for an aggregate sales price of $271.6 million. In addition, the Company sold $58.0 million of consolidated non-income producing assets or interests in assets. The Company recorded a net loss of $47.2 million, which excludes the impact of $92.1 million in related impairment charges recorded in prior periods.

In 2011, the Company’s unconsolidated joint ventures sold seven shopping center properties, excluding those properties acquired by the Company as described above, aggregating 1.3 million square feet, for an aggregate sales price of $131.3 million, of which the Company’s proportionate share of the gain was approximately $10.1 million.

Developments and Redevelopments

During 2011, the Company expended an aggregate of $50.8 million on a net basis, after deducting sales proceeds from outlot sales, to develop, expand, improve and re-tenant various consolidated properties.

2010 Strategic Transaction Activity

Dispositions

In 2010, the Company sold 31 shopping center properties in various states, aggregating 2.9 million square feet, at a sales price of $150.7 million. The Company recorded a net gain of $5.8 million, which excludes the impact of $77.3 million in related impairment charges.

In 2010, the Company’s unconsolidated joint ventures sold 36 shopping center properties aggregating 5.6 million square feet, for an aggregate sales price of $615.8 million of which the Company’s proportionate share of the gain was approximately $4.9 million, after adjusting for impairment charges previously recorded against its investment in the joint venture.

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Developments, Redevelopments and Expansions

During 2010, the Company expended an aggregate of $102.7 million, net, after deducting sales proceeds from outlot sales, to develop, expand, improve and re-tenant various consolidated properties.

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, development properties, two management companies and one development company. Such arrangements are generally with institutional investors located throughout the United States and Brazil.

The unconsolidated joint ventures that have total assets greater than $250 million (based on the historical cost of acquisition by the unconsolidated joint venture) at December 31, 2012, were as follows (in order of gross asset book value):

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)			Assets Owned	Company-Owned Square Feet (Millions)		Total Debt (Millions)
DDRTC Core Retail Fund LLC		15.0	%	39 shopping centers in several states		10.8	$	1,038.9
DDR Domestic Retail Fund I		20.0	%	59 shopping centers in several states		8.2		923.3
BRE DDR Retail Holdings, LLC		5.0	%(B)	46 shopping centers in several states		10.6		940.0
Sonae Sierra Brasil BV Sarl		33.3	%	Eight shopping centers, a management company and two development projects in Brazil		3.3		377.8
DDR — SAU Retail Fund LLC		20.0	%	27 shopping centers in several states		2.4		182.6

(A) Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures.

(B) Excludes interest owned through $150.0 million preferred equity investment. See 2012 Strategic Transaction Activity.

Funding for Unconsolidated Joint Ventures

In connection with the development of shopping centers owned by certain affiliates, the Company and/or its equity affiliates have agreed to fund the required capital associated with approved development projects aggregating approximately $7.6 million at December 31, 2012. These obligations, composed principally of construction contracts, are generally due in 12 to 36 months, as the related construction costs are incurred, and are expected to be financed through new or existing construction loans, revolving credit facilities and retained capital.

The Company has provided loans and advances to certain unconsolidated entities and/or related partners in the amount of $253.4 million at December 31, 2012, for which the Company’s joint venture partners have not funded their proportionate share. Included in this amount is the $154.6 million in preferred equity with a fixed distribution rate of 10% due from BRE DDR Retail Holdings, LLC. Also included in this amount is $66.9 million of financing that the Company advanced to one of its unconsolidated joint ventures, which accrued interest at the greater of LIBOR plus 700 basis points or 12% and a default rate of 16%, and had an initial maturity of July 2011 (the “Bloomfield Loan”). This advance is reserved in full. In addition, the Company guaranteed annual base rental income at certain centers held through Service Holdings, aggregating $2.2 million at December 31, 2012.

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The Company has not recorded a liability for the guaranty, as the subtenants of Service Holdings are paying rent as due. The Company has recourse against the other parties in the joint venture for their pro rata share of any liability under this guaranty (see Coventry II Fund discussion below).

Coventry II Fund

At December 31, 2012, the Company maintained several investments with the Coventry II Fund. The Company co-invested approximately 20% in each joint venture. The Company’s management and leasing agreements with the joint ventures expired by their own terms on December 31, 2011, and the Company decided not to renew these agreements (see Item 3. Legal Proceedings).

As of December 31, 2012, the aggregate carrying amount of the Company’s net investment in the Coventry II Fund joint ventures was $3.6 million. In November 2012, the Company sold its 20% investment in the Coventry II DDR Montgomery Farm LLC joint venture. In addition to its existing equity and notes receivable, including the Bloomfield Loan, the Company has provided partial payment guaranties to third-party lenders in connection with the financing for four of the Coventry II Fund projects. The amount of each such guaranty is not greater than the proportion of the Company’s investment percentage in the underlying projects, and the aggregate amount of the Company’s guaranties was $10.1 million at December 31, 2012.

Although the Company will not acquire additional investments through the Coventry II Fund joint ventures, additional funds may be required to address ongoing operational needs and costs associated with the joint ventures undergoing development or redevelopment. The Coventry II Fund is exploring a variety of strategies to obtain such funds, including potential dispositions and financings. The Company continues to maintain the position that it does not intend to fund any of its joint venture partners’ capital contributions or their share of debt maturities.

A summary of the Coventry II Fund investments as of December 31, 2012, is as follows:

Unconsolidated Real Estate Ventures	Shopping Center or Development Owned	Loan Balance Outstanding at December 31, 2012
Coventry II DDR Bloomfield LLC	Bloomfield Hills, Michigan	$	39.8	(A),(B),(C),(D)
Coventry II DDR Buena Park LLC	Buena Park, California		73.0	(B)
Coventry II DDR Fairplain LLC	Benton Harbor, Michigan		14.1	(B),(E)
Coventry II DDR Marley Creek Square LLC	Orland Park, Illinois		10.5	(B),(C),(D),(E)
Coventry II DDR Phoenix Spectrum LLC	Phoenix, Arizona		65.0
Coventry II DDR Totem Lakes LLC	Kirkland, Washington		26.7	(B),(D),(E)
Coventry II DDR Tri-County LLC	Cincinnati, Ohio		149.6	(B),(C),(D)
Coventry II DDR Westover LLC	San Antonio, Texas		19.7	(B)
Service Holdings LLC	37 retail sites in several states		95.7	(B),(C),(D),(E)

(A) In 2009, the senior secured lender sent to the borrower a formal notice of default and filed a foreclosure action. The Company paid its 20% guaranty of this loan in 2009, and the senior secured lender initiated legal proceedings against the Coventry II Fund for its failure to fund its 80% payment guaranty. The senior secured lender and the Coventry II Fund subsequently entered into a settlement agreement in connection with the legal proceedings. In addition, the Bloomfield Loan from the Company is cross-defaulted with this third-party loan. The Bloomfield Loan is considered past due and has been fully reserved by the Company.

(B) As of February 15, 2013, lenders are managing the cash receipts and expenditures related to the assets collateralizing these loans.

(C) As of February 15, 2013, these loans are in default, and the Coventry II Fund is exploring a variety of strategies with the lenders.

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(D) The Company has written its investment basis in this joint venture down to zero and is no longer reporting an allocation of income or loss.

(E) As of February 15, 2013, the Company provided partial loan or interest payment guaranties that were not greater than the proportion of its investment interest.

Deconsolidation of Mervyns Joint Venture

The Mervyns Joint Venture which owned the underlying real estate assets formerly occupied by Mervyns, declared bankruptcy in 2008 and vacated all sites as of December 31, 2008. The Company owns a 50% interest in the Mervyns Joint Venture, which was previously consolidated by the Company. In 2010, the Mervyns Joint Venture received a notice of default from the servicer for the non-recourse loan secured by all of the remaining former Mervyns stores due to the nonpayment of required monthly debt service. Also, in 2010, the court appointed a third-party receiver to manage and liquidate the remaining former Mervyns sites. Due to the receiver appointment, the Company no longer had the contractual ability to direct the activities that most significantly affected the economic performance of the Mervyns Joint Venture, nor did it have the obligation to absorb losses or receive a benefit from the Mervyns Joint Venture that could potentially be significant to the entity. As a result, the Company deconsolidated the assets and obligations of the Mervyns Joint Venture. The Mervyns Joint Venture no longer owns any of the assets as of December 31, 2012.

Other Joint Ventures

The Company is involved with overseeing the development activities for several of its unconsolidated joint ventures that are constructing or redeveloping shopping centers. The Company earns a fee for its services commensurate with the level of oversight provided. The Company generally provides a completion guaranty to the third-party lending institution(s) providing construction financing.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $4.2 billion and $3.7 billion at December 31, 2012 and 2011, respectively (see Item 7A. 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. In connection with certain of the Company’s unconsolidated joint ventures, the Company agreed to fund any amounts due to the joint venture’s lender if such amounts are not paid by the joint venture based on the Company’s pro rata share of such amount, which aggregated $15.4 million at December 31, 2012, including guaranties associated with the Coventry II Fund joint ventures.

The Company has generally chosen not to mitigate any of the foreign currency risk through the use of hedging instruments for Sonae Sierra Brasil. The Company will continue to monitor and evaluate this risk and may enter into hedging agreements at a later date.

The Company has interests in consolidated joint ventures that own real estate assets in Canada and Russia. The net assets of these subsidiaries are exposed to volatility in currency exchange rates. As such, the Company uses non-derivative financial instruments to hedge this exposure. The Company manages currency exposure related to the net assets of the Company’s Canadian and European subsidiaries primarily through foreign currency-denominated debt agreements into which the Company enters. Gains and losses in the parent company’s net investments in its subsidiaries are economically offset by losses and gains in the parent company’s foreign currency-denominated debt obligations.

For the year ended December 31, 2012, net losses were not material related to the foreign currency-denominated debt agreements and were included in the Company’s cumulative translation adjustment. As the notional amount of the non-derivative instrument substantially matches the portion of the net investment designated as being hedged and the non-derivative instrument is denominated in the functional currency of the hedged net investment, the hedge ineffectiveness recognized in earnings was not material.

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FINANCING ACTIVITIES

The Company has historically accessed capital sources through both the public and private markets. The Company’s acquisitions, developments and redevelopments are generally financed through cash provided from operating activities, revolving credit facilities, mortgages assumed, construction loans, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $4.3 billion at December 31, 2012, as compared to $4.1 billion and $4.3 billion at December 31, 2011 and 2010, respectively.

Debt and equity financings are summarized as follows (in millions):

	2012			2011		2010
Equity:
Common shares	$	510.7	(A)	$	190.2	$	454.4
Preferred Shares		200.0	(B)		—		—
Debt:
Unsecured notes		450.0	(C)		300.0		600.0
Unsecured Term Loan		350.0	(D)		—		—
Convertible unsecured notes		—			—		350.0
Construction		—			15.2		3.4
Mortgage financing		368.0	(E)		201.0		—
Mortgage debt assumed		24.4			112.2		—
Total debt		1,192.4			628.4		953.4
	$	1,903.1		$	818.6	$	1,407.8

(A) The Company issued 36.5 million shares in 2012. The net proceeds were used primarily to fund the acquisition of assets.

(B) In August 2012, the Company issued $200.0 million of its newly designated 6.50% Class J Preferred Shares at a price of $500.00 per share (or $25.00 per depositary share). The net proceeds from the issuance of the Class J Preferred Shares were used to redeem all of the Company’s 7.50% Class I Preferred Shares at a redemption price of $500.00 per share (or $25.00 per depositary share) plus accrued and unpaid dividends of $3.75 per share (or $0.1875 per depositary share). The Company recorded a charge of $5.8 million to net income attributable to common shareholders in 2012 due to the write-off of the Class I Preferred Shares original issuance costs.

(C) In 2012, the Company issued $450 million aggregate principal amount of 4.625% senior unsecured notes due July 2022. Of these notes, $150 million was issued in November 2012 at a premium to par value.

(D) In January 2012, the Company entered in an unsecured term loan (“Unsecured Term Loan”). At December 31, 2012, the Unsecured Term Loan consisted of a $50 million tranche at a rate of LIBOR plus 170 basis points that matures on January 31, 2017, and a $300 million tranche at a rate of LIBOR plus 210 basis points that matures on January 31, 2019. Borrowings under the Unsecured Term Loan bear interest at LIBOR plus a margin based upon DDR’s long-term senior unsecured debt ratings. Additionally, the Company entered into interest rate swaps on the $50 million, five-year tranche to fix the interest rate at 2.3% and the $300 million, seven-year tranche to fix the interest rate at 3.4%.

(E) In January 2012, the Company entered in a $103.0 million mortgage loan (“Mortgage Loan”). The Mortgage Loan has a seven-year term, bears interest at 3.4% secured and is collateralized by three shopping centers. In December 2012, the Company completed a seven-year, 3.95% fixed-rate, $265 million mortgage collateralized by four shopping centers. As a result, the Company unencumbered two properties.

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CAPITALIZATION

At December 31, 2012, the Company’s capitalization consisted of $4.3 billion of debt, $405 million of preferred shares and $4.9 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $15.66, the closing price of the Company’s common shares on the New York Stock Exchange at December 31, 2012), resulting in a debt to total market capitalization ratio of 0.45 to 1.0, as compared to the ratios of 0.52 to 1.0 and 0.51 to 1.0 at December 31, 2011 and 2010, respectively. The closing prices of the common shares on the New York Stock Exchange were $12.17 and $14.09 at December 31, 2011 and 2010, respectively. At December 31, 2012 and 2011, the Company’s total debt consisted of the following (in billions):

	At December 31,
	2012		2011
Fixed-rate debt(A)	$	3.9	$	3.6
Variable-rate debt		0.4		0.5
	$	4.3	$	4.1

(A) Includes $632.8 million and $284.1 million of variable-rate debt that had been effectively swapped to a fixed rate through the use of interest rate derivative contracts at December 31, 2012 and 2011, respectively.

It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet, to repay upcoming maturities and to consider making prudent opportunistic investments. Accordingly, the 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 Investors Service, Standard and Poor’s and Fitch. 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.

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CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The Company has debt obligations relating to its revolving credit facilities, term loan, fixed-rate senior notes and mortgages payable with maturities ranging from one to 25 years. In addition, the Company has non-cancelable operating leases, principally for office space and ground leases.

These obligations are summarized as follows for the subsequent five years ending December 31 (in millions):

Contractual Obligations	Total		Less than 1 year		1–3 years		3–5 years		More than 5 years
Debt	$	4,307.6	$	66.6	$	1,287.4	$	835.0	$	2,118.6
Interest payments(A)		1,083.5		204.9		377.1		264.9		236.6
Operating leases		136.0		3.7		7.1		6.6		118.6
Total	$	5,527.1	$	275.2	$	1,671.6	$	1,106.5	$	2,473.8

(A) Represents interest payments expected to be incurred on the Company’s consolidated debt obligations as of December 31, 2012, including capitalized interest. For variable-rate debt, the rate in effect at December 31, 2012 (or the pricing and term of the amended Revolving Credit Facilities and Secured Term Loan entered into in January 2013), is assumed to remain in effect until the respective initial maturity date of each instrument.

The Company has loans receivable, including accrued interest, that are collateralized by certain rights in development projects, partnership interests, sponsor guaranties and real estate assets. The Company had six notes receivable outstanding at both December 31, 2012 and 2011.

At December 31, 2012, the Company had letters of credit outstanding of $44.4 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.

In conjunction with the development of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $34.9 million for its wholly-owned and consolidated joint venture properties at December 31, 2012. These obligations, composed principally of construction contracts, are generally due in 12 to 36 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, new or existing construction loans, asset sales or revolving credit facilities.

The Company has guaranteed certain special assessment and revenue bonds issued by the Midtown Miami Community Development District. The bond proceeds were used to finance certain infrastructure and parking facility improvements. In the event of a debt service shortfall, the Company is responsible for satisfying the shortfall. There are no assets held as collateral or liabilities recorded related to these guaranties. To date, tax revenues have exceeded the debt service payments for these bonds.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be cancelled upon 30 to 60 days’ notice without penalty. At December 31, 2012, the Company had purchase order obligations, typically payable within one year, aggregating approximately $3.0 million related to the maintenance of its properties and general and administrative expenses.

The Company has entered into employment contracts with certain executive officers. These contracts generally provide for base salary, bonuses based on factors including the financial performance of the Company and personal performance, participation in the Company’s equity plans, health and welfare benefits, participation in Company retirement plans, and reimbursement of various qualified business expenses. These employment agreements may also provide for certain perquisites (e.g., disability insurance coverage, reimbursement of

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country or social club expenses related to the conduct of the Company’s business, etc.). The employment agreements for the Company’s Chief Executive Officer and certain other senior executive officers extend through December 31, 2015, and are subject to cancellation by either the Company or the executive without cause upon at least 90 days’ notice.

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 believes there has been a favorable shift in the supply-and-demand dynamic for quality locations in well-positioned shopping centers. Many retailers have strong store opening plans for 2013 and 2014. 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 11.3 million square feet of space for both new leases and renewals for the year ended December 31, 2012. The Company also benefits from its real estate asset class (shopping centers) typically have a higher return on capital expenditures, as well as a diversified tenant base with only one tenant exceeding 3.0% of total 2012 consolidated revenues and the Company’s proportionate share of unconsolidated joint venture revenues (Walmart at 4.0%). Other significant tenants include Target, Lowe’s, Home Depot, Kohl’s, TJX Companies, PetSmart, Publix and Bed Bath & Beyond, all of which have relatively strong credit ratings, remain well-capitalized and have outperformed other retail categories on a relative basis over time. The Company believes these tenants should 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 the tenants to continue operating within this challenging economic environment.

The retail shopping sector continues to be affected by the competitive nature of the retail business and the competition for market share as well as general economic conditions where stronger retailers have out-positioned some of the weaker retailers. These shifts have forced some market share away from weaker retailers and required them, in some cases, to declare bankruptcy and/or to downsize and close stores. Overall, the Company believes its portfolio remains stable. However, there can be no assurance that these events will not adversely affect the Company (see Item 1A. Risk Factors).

Historically, the Company’s portfolio has performed consistently throughout many economic cycles, including downward cycles. Broadly speaking, national retail sales have grown since World War II, including during several recessions and housing slowdowns. In the past, the Company has not experienced significant volatility in its long-term portfolio occupancy rate. The Company has experienced downward cycles before and has made the necessary adjustments to leasing and development strategies to accommodate the changes in the operating environment and mitigate risk. In many cases, the loss of a weaker tenant or downsizing of space creates an opportunity to re-lease space at higher rents to a stronger retailer. More importantly, the quality of the

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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 believes that the quality of its shopping center portfolio is strong, as evidenced by the high historical occupancy rates, which have generally ranged from 92% to 96% since the Company’s initial public offering in 1993. The shopping center portfolio occupancy rate was at 91.5% at December 31, 2012, as compared to 89.1% at December 31, 2011. Notwithstanding the lower occupancy rate compared to historic levels, the Company continues to sign new leases at rental rates that have reflected consistent growth on an annual basis.

The total portfolio average annualized base rent per occupied square foot, including the results of Sonae Sierra Brasil, was $13.66 at December 31, 2012, as compared to $13.81 at December 31, 2011. The decrease in the average annualized base rent per square foot primarily was due to exchange rate fluctuations with the Brazilian Real, the sale of assets in Brazil and the inclusion of the BRE DDR Retail Holdings, LLC assets in 2012. 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 for leases executed during 2012 for the U.S. portfolio was only $2.92 per rentable square foot. 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 these challenging economic times.

NEW ACCOUNTING STANDARDS

New Accounting Standards are more fully described in Note 1, “Summary of Significant Accounting Policies,” of the Company’s financial statements.

FORWARD-LOOKING STATEMENTS

Management’s discussion and analysis should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the 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 included elsewhere in this report.

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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 the economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

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

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

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

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

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

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

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

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

• The Company may not complete development 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.

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Borrowings under the Company’s revolving credit facilities are subject to certain representations and warranties and customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition;

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

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

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

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

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

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

• The Company’s decision to dispose of real estate assets, including land held for development 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 United States. The Company may continue to pursue international opportunities that may subject the Company to different or greater risks than those associated with its domestic operations. The Company owns assets in Puerto Rico, an interest in an unconsolidated joint venture that owns properties in Brazil and an interest in consolidated joint ventures that were formed to develop and own properties in Canada and Russia;

• International ownership and development activities carry risks in addition to those the Company faces with its domestic properties and operations. Although the Company’s international activities are currently a relatively small portion of its business, to the extent the Company expands its international activities, these risks could significantly increase and adversely affect its results of operations and financial condition. These risks include the following:

^¡   Adverse effects of changes in exchange rates for foreign currencies;

^¡   Changes in foreign political or economic environments;

^¡   Challenges of complying with a wide variety of foreign laws, including tax laws, and addressing different practices and customs relating to corporate governance, operations and litigation;

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^¡   Different lending practices;

^¡   Cultural and consumer differences;

^¡   Changes in applicable laws and regulations in the United States that affect foreign operations;

^¡   Difficulties in managing international operations and

^¡   Obstacles to the repatriation of earnings and cash.

• 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 and

• 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.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt, is summarized as follows:

	December 31, 2012										December 31, 2011
	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(A)	$	3,885.0		5.3		5.1	%		89.9	%	$	3,571.2		4.3		6.1	%		87.0	%
Variable-Rate Debt(A)	$	434.1		3.0		1.9	%		10.1	%	$	533.4		3.6		2.1	%		13.0	%

(A) Adjusted to reflect the $632.8 million and $284.1 million of variable-rate debt that LIBOR was swapped to at a fixed rate of 1.3% and 2.9% at December 31, 2012 and 2011, respectively.

The Company’s unconsolidated joint ventures’ indebtedness is summarized as follows:

	December 31, 2012									December 31, 2011
	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	$	3,083.7	$	518.6		4.0		5.3	%	$	3,086.1	$	646.2		3.6		5.7	%
Variable-Rate Debt	$	1,162.7	$	206.3		4.3		6.9	%	$	656.1	$	126.7		3.8		5.7	%

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 variable-rate debt described above has been mitigated through the use of interest rate swap agreements (the “Swaps”) with major financial institutions. At December 31, 2012 and 2011, the interest rate on the Company’s $632.8 million and $284.1 million, respectively, consolidated floating rate debt was swapped to fixed rates. 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.

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In the second quarter of 2012, the Company entered into two treasury locks with a notional amount of $200.0 million. The treasury locks were terminated in connection with the issuance of unsecured notes in June 2012. The treasury locks were executed to hedge the benchmark interest rate associated with forecasted interest payments associated with the then anticipated issuance of fixed-rate borrowings. The effective portion of these hedging relationships has been deferred in accumulated other comprehensive loss and will be reclassified into earnings over the term of the debt as an adjustment to earnings, based on the effective-yield method.

The carrying value of the Company’s fixed-rate debt is adjusted to include the $632.8 million and $284.1 million of variable-rate debt that was swapped to a fixed rate at December 31, 2012 and 2011, 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 December 31, 2012 and 2011, is summarized as follows (in millions):

	December 31, 2012								December 31, 2011
	Carrying Value		Fair Value			100 Basis- Point Increase in Market Interest Rates			Carrying Value		Fair Value			100 Basis- Point Increase in Market Interest Rates
Company’s fixed-rate debt	$	3,885.0	$	4,311.8	(A)	$	4,132.2	(B)	$	3,571.2	$	3,757.9	(A)	$	3,690.5	(B)
Company’s proportionate share of joint venture fixed-rate debt	$	518.6	$	528.1		$	510.2		$	646.2	$	633.2		$	617.0

(A) Includes the fair value of interest rate swaps, which was a liability of $17.1 million and $8.8 million at December 31, 2012 and 2011, respectively.

(B) Includes the fair value of interest rate swaps, which was an asset of $7.8 million at December 31, 2012, and a liability of $1.9 million at December 31, 2011.

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 December 31, 2012, would result in an increase in interest expense of approximately $4.3 million for the Company and $2.1 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the 12-month period. 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 that 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 December 31, 2012, the Company had no other material exposure to market risk.

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Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is included in a separate section at the end of this Annual Report on Form 10-K beginning on page F-1 and is incorporated herein by reference thereto.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on their evaluation as required by Securities Exchange Act Rules 13a-15(b) and 15d-15(b), the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“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 December 31, 2012, 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 December 31, 2012, to ensure that information required to be disclosed by the Company issuer in the 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.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities Exchange Act Rule 13a-15(f) or 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report which appears herein and is incorporated in this Item 9A. by reference thereto.

Changes in Internal Control over Financial Reporting

During the three-month period ended December 31, 2012, 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.

Item 9B.    OTHER INFORMATION

None.

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PART III

Item 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s Board of Directors has adopted the following corporate governance documents:

• Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its shareholders;

• Written charters of the Audit Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee;

• Code of Ethics for Senior Financial Officers that applies to the Company’s senior financial officers, including the chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor, if any, of the Company (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers will be disclosed on the Company’s website) and

• Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact.

Copies of the Company’s corporate governance documents are available on the Company’s website, www.ddr.com, under “Investor Relations—Corporate Governance.”

Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Directors—Nominees for Director” and “—Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” contained in the Company’s Proxy Statement for the Company’s 2013 annual meeting of shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A (“2013 Proxy Statement”), and the information under the heading “Executive Officers” in Part I of this Annual Report on Form 10-K.

Item 11.    EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference to the information under the headings “Proposal One: Election of Directors—Compensation of Directors” and “Executive Compensation” contained in the Company’s 2013 Proxy Statement.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information required by this Item 12 is incorporated herein by reference to the “Security Ownership of Certain Beneficial Owners and Management” section of the Company’s 2013 Proxy Statement. The following table sets forth the number of securities issued and outstanding under the existing plans, as of December 31, 2012, as well as the weighted-average exercise price of outstanding options.

EQUITY COMPENSATION PLAN INFORMATION

	(a)			(b)		(c)
Plan category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)		2,596,434	(2)	$	25.70		8,908,606
Equity compensation plans not approved by security holders		—			—		N/A
Total		2,596,434		$	25.70		8,908,606

(1) Includes the Company’s 1998 Equity-Based Award Plan, 2002 Equity-Based Award Plan, 2004 Equity-Based Award Plan, 2008 Equity-Based Award Plan and 2012 Equity-Based Award Plan.

(2) Does not include 2,416,315 shares of restricted stock, as these shares have been reflected in the Company’s total shares outstanding.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 is incorporated herein by reference to the “Corporate Governance—Independent Directors” and “Certain Transactions” sections of the Company’s 2013 Proxy Statement.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated herein by reference to the “Fees Paid to PricewaterhouseCoopers LLP” section of the Company’s 2013 Proxy Statement.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) 1. Financial Statements

The following documents are filed as a part of this report:

Report of Independent Register Public Accounting Firm.

Consolidated Balance Sheets at December 31, 2012 and 2011.

Consolidated Statements of Operations for the three years ended December 31, 2012.

Consolidated Statements of Comprehensive Loss for the three years ended December 31, 2012.

Consolidated Statements of Equity for the three years ended December 31, 2012.

Consolidated Statements of Cash Flows for the three years ended December 31, 2012.

Notes to the Consolidated Financial Statements.

2. Financial Statement Schedules

The following financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of the registrant:

Schedule

II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2012.

III — Real Estate and Accumulated Depreciation at December 31, 2012.

IV — Mortgage Loans on Real Estate at December 31, 2012.

Schedules not listed above have been omitted because they are not applicable or because the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies, except for Sonae Sierra Brasil BV Sarl and DDRM Properties LLC, have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w).

b) Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
3	3.1	Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 31, 2012	Quarterly Report on Form 10-Q (Filed with the SEC on August 9, 2012; File No. 001-11690)
3	3.2	Amended and Restated Code of Regulations of the Company	Quarterly Report on Form 10-Q (Filed with the SEC on May 11, 2009; File No. 001-11690)
4	4.1	Specimen Certificate for Common Shares	Annual Report on Form 10-K (Filed with the SEC on February 28, 2012; File No. 001-11690)

91

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
4	4.2	Specimen Certificate for 7 3/8% Class H Cumulative Redeemable Preferred Shares	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)
4	4.3	Deposit Agreement, dated as of October 26, 2009, by and between the Company and Mellon Investor Services LLC Relating to Depositary Shares Representing 7 3/8% Class H Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares)	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)
4	4.4	Specimen Certificate for 6.50% Class J Cumulative Redeemable Preferred Shares	Registration Statement on Form 8-A (Filed with the SEC August 1, 2012; File No. 001-11690)
4	4.5	Deposit Agreement, dated as of August 1, 2012, among the Company and Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares relating to the Depositary Shares Representing 6.50% Class J Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares)	Current Report on Form 8-K (Filed with the SEC on August 1, 2012; File No. 001-11690)
4	4.6	Indenture, dated as of May 1, 1994, by and between the Company and The Bank of New York (as successor to JP Morgan Chase Bank, N.A., successor to Chemical Bank), as Trustee	Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003)
4	4.7	Indenture, dated as of May 1, 1994, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003)
4	4.8	First Supplemental Indenture, dated as of May 10, 1995, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003)
4	4.9	Second Supplemental Indenture, dated as of July 18, 2003, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003)

92

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
4	4.10	Third Supplemental Indenture, dated as of January 23, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004)
4	4.11	Fourth Supplemental Indenture, dated as of April 22, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004)
4	4.12	Fifth Supplemental Indenture, dated as of April 28, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690)
4	4.13	Sixth Supplemental Indenture, dated as of October 7, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690)
4	4.14	Seventh Supplemental Indenture, dated as of August 28, 2006, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Current Report on Form 8-K (Filed with the SEC on September 1, 2006; File No. 001-11690)
4	4.15	Eighth Supplemental Indenture, dated as of March 13, 2007, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690)
4	4.16	Ninth Supplemental Indenture, dated as of September 30, 2009, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-162451 (Filed on October 13, 2009)

93

Exhibit No.Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
4	4.17	Tenth Supplemental Indenture, dated as of March 19, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on May 7, 2010; File No. 001-11690)
4	4.18	Eleventh Supplemental Indenture, dated as of August 12, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on November 11, 2010; File No. 001-11690)
4	4.19	Twelfth Supplemental Indenture, dated as of November 5, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Annual Report on Form 10-K (Filed with the SEC on February 28, 2011; File No. 001-11690)
4	4.20	Thirteenth Supplemental Indenture, dated as of March 7, 2011, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Quarterly Report on Form 10-Q (Filed with the SEC on May 9, 2011; File No. 001-11690)
4	4.21	Fourteenth Supplemental Indenture, dated as of June 22, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Form S-3 Registration No. 333-184221 (Filed with the SEC on October 1, 2012)
4	4.22	Fifteenth Supplemental Indenture, dated as of November 27, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee	Filed herewith
4	4.23	Form of Fixed Rate Senior Medium-Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)
4	4.24	Form of Fixed Rate Subordinated Medium-Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)

94

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
4	4.25	Form of Floating Rate Subordinated Medium-Term Note	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)
4	4.26	Eighth Amended and Restated Credit Agreement, dated as of October 20, 2010, by and among the Company, DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent	Current Report on Form 8-K (Filed with the SEC on October 21, 2010; File No. 001-11690)
4	4.27	Amendment No. 1 to the Eighth Amended and Restated Credit Agreement, dated June 28, 2011, by and among the Company, DDR PR Ventures LLC, S.E., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent	Current Report on Form 8-K (Filed with the SEC on July 1, 2011; File No. 001-11690)
4	4.28	Amendment No. 2 to the Eight Amended and Restated Credit Agreement, dated January 17, 2013, by and among the Company, DDR PR Ventures LLC, S.E., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent	Current Report on Form 8-K (Filed with the SEC on January 18, 2013; File No. 001-11690)
4	4.29	Second Amended and Restated Secured Term Loan Agreement, dated June 28, 2011, by and among the Company, DDR PR Ventures LLC, S.E., KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement	Current Report on 8-K (Filed with the SEC on July 1, 2011; File No. 001-11690)
4	4.30	First Amendment to the Second Amended and Restated Secured Term Loan Agreement, dated January 17, 2013, by and among the Company, DDR PR Ventures LLC, S.E., KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement	Current Report on Form 8-K (Filed with the SEC on January 18, 2013; File No. 001-11690)
4	4.31	Registration Rights Agreement, dated March 3, 2007, by and among the Company and the Initial Purchasers named therein	Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690)
10	10.1	Directors’ Deferred Compensation Plan (Amended and Restated as of November 8, 2000)*	Form S-8 Registration No. 333-147270 (Filed with the SEC on November 9, 2007)

95

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
10	10.2	DDR Corp. 2005 Directors’ Deferred Compensation Plan (January 1, 2012 Restatement)*	Annual Report on Form 10-K (Filed with the SEC on February 28, 2012; File No. 001-11690)
10	10.3	First Amendment to the DDR Corp. 2005 Directors’ Deferred Compensation Plan (effective November 30, 2012)*	Filed herewith.
10	10.4	Elective Deferred Compensation Plan (Amended and Restated as of January 1, 2004)*	Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690)
10	10.5	Developers Diversified Realty Corporation Equity Deferred Compensation Plan, restated as of January 1, 2009*	Annual Report on Form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690)
10	10.6	Amended and Restated 2002 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of December 31, 2009)*	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)
10	10.7	Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of December 31, 2009)*	Annual Report on Form 10-K (Filed with the SEC on February 26, 2010; File No. 001-11690)
10	10.8	Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009)*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.9	2012 Equity and Incentive Compensation Plan*	From S-8 Registration No. 333-181422 (Filed with the SEC on May 15, 2012)
10	10.10	Form of Restricted Share Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.11	Form Restricted Shares Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.12	Form Restricted Shares Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.13	Form of Incentive Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)

96

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
10	10.14	Form of Incentive Stock Option Grant Agreement for Executive Officers (with accelerated vesting upon retirement) under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.15	Form of Non-Qualified Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.16	Form of Non-Qualified Stock Option Grant Agreement for Executive Officers (with accelerated vesting upon retirement) under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan*	Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690)
10	10.17	Form Stock Option Agreement for Incentive Stock Options Grants to Executive Officers*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.18	Form Stock Option Agreement for Non-Qualified Stock Option Grants to Executive Officers*	Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690)
10	10.19	Form Non-Qualified Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.20	Form of Incentive Stock Option Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC May 9, 2012; File No. 001-11690)
10	10.21	Promotion Grant Agreement, dated January 1, 2010, by and between the Company and Daniel B. Hurwitz*	Quarterly Report on Form 10-Q (Filed with the SEC on May 7, 2010; File No. 001-11690)
10	10.22	Developers Diversified Realty Corporation Value Sharing Equity Program*	Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690)
10	10.23	Value Sharing Equity Program Award Shares Agreement*	Filed herewith
10	10.24	2013 Value Sharing Equity Program*	Filed herewith
10	10.25	Amended and Restated Employment Agreement, dated July 29, 2009, by and between the Company and Daniel B. Hurwitz*	Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690)
10	10.26	First Amendment to the Amended and Restated Employment Agreement, dated December 31, 2012, by and between the Company and Daniel B. Hurwitz*	Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No. 001-11690)

97

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
10	10.27	Release Agreement, dated as of April 11, 2011, by and between the Company and Scott A. Wolstein*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.28	Employment Agreement, dated April 12, 2011, by and between the Company and David J. Oakes*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.29	First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and David J. Oakes*	Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No. 001-11690)
10	10.30	Employment Agreement, dated April 12, 2011, by and between the Company and Paul W. Freddo*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.31	First Amendment to the Employment Agreement, dated December 31, 2012, by and between the Company and Paul W. Freddo*	Current Report on Form 8-K (Filed with the SEC on January 2, 2013; File No. 001-11690)
10	10.32	Employment Agreement, dated April 12, 2011, by and between the Company and John S. Kokinchak*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.33	Employment Agreement, dated April 12, 2011, by and between the Company and Christa A. Vesy*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.34	Employment Agreement, dated February 29, 2012, by and between the Company and Christa A. Vesy*	Quarterly Report on Form 10-Q (Filed with the SEC on May 9, 2012; File No. 001-11690)
10	10.35	Form of Change in Control Agreement, entered into with certain officers of the Company*	Annual Report on Form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690)
10	10.36	Form of Director and Officer Indemnification Agreement*	Quarterly Report on Form 10-Q (Filed with the SEC on November 8, 2011; File No. 001-11690)
10	10.37	Form of Medium-Term Note Distribution Agreement	Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690)
10	10.38	Program Agreement for Retail Value Investment Program, dated February 11, 1998, by and among Retail Value Management, Ltd., the Company and The Prudential Insurance Company of America	Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690)

98

Exhibit No. Under Reg. S-K Item 601	Form 10-K Exhibit No.	Description	Filed Herewith or Incorporated Herein by             Reference
10	10.39	Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto	Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690)
10	10.40	Waiver Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto	Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690)
21	21.1	List of Subsidiaries	Filed herewith
23	23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
31	31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith
31	31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith
32	32.1	Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350	Filed 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	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

* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

99

DDR Corp.

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2012 and 2011		F-3
Consolidated Statements of Operations for the three years ended December 31, 2012		F-4
Consolidated Statements of Comprehensive Loss for the three years ended December 31, 2012		F-5
Consolidated Statements of Equity for the three years ended December 31, 2012		F-6
Consolidated Statements of Cash Flows for the three years ended December 31, 2012		F-7
Notes to Consolidated Financial Statements		F-8
Financial Statement Schedules:
II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2012		F-61
III — Real Estate and Accumulated Depreciation at December 31, 2012		F-62
IV — Mortgage Loans on Real Estate at December 31, 2012		F-70

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies, except for Sonae Sierra Brasil BV Sarl and DDRM Properties LLC, have been omitted because they do not meet the significant subsidiary definition of S-X 210.1-02(w).

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of DDR Corp.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of DDR Corp. and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Report on Internal Control over Financial Reporting” appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    PricewaterhouseCoopers LLP

Cleveland, Ohio

March 1, 2013

F-2

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	December 31,
	2012			2011
Assets
Land	$	1,900,401		$	1,844,125
Buildings		5,773,961			5,461,122
Fixtures and tenant improvements		489,626			379,965
		8,163,988			7,685,212
Less: Accumulated depreciation		(1,670,717	)		(1,550,066	)
		6,493,271			6,135,146
Land held for development and construction in progress		475,123			581,627
Real estate held for sale, net		—			2,290
Total real estate assets, net		6,968,394			6,719,063
Investments in and advances to joint ventures		613,017			353,907
Cash and cash equivalents		31,174			41,206
Restricted cash		23,658			30,983
Accounts receivable, net		126,228			117,463
Notes receivable, net		68,718			93,905
Deferred charges, less accumulated amortization of $31,071 and $27,848, respectively		42,498			45,272
Other assets, net		182,150			67,626
	$	8,055,837		$	7,469,425
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	2,147,097		$	2,139,718
Unsecured term loan		350,000			—
Revolving credit facilities		147,905			142,421
		2,645,002			2,282,139
Secured indebtedness:
Secured term loan		400,000			500,000
Mortgage and other secured indebtedness		1,274,141			1,322,445
		1,674,141			1,822,445
Total indebtedness		4,319,143			4,104,584
Accounts payable and other liabilities		326,024			257,821
Dividends payable		44,210			29,128
		4,689,377			4,391,533
Commitments and contingencies (Note 9)
DDR Equity
Preferred shares (Note 10)		405,000			375,000
Common shares, with par value, $0.10 stated value; 500,000,000 shares authorized; 315,239,299 and 277,114,784 shares issued at December 31, 2012 and 2011, respectively		31,524			27,711
Paid-in capital		4,629,257			4,138,812
Accumulated distributions in excess of net income		(1,694,822	)		(1,493,353	)
Deferred compensation obligation		15,556			13,934
Accumulated other comprehensive loss		(27,925	)		(1,403	)
Less: Common shares in treasury at cost: 977,673 and 833,934 shares at December 31, 2012 and 2011, respectively		(16,452	)		(15,017	)
Total DDR shareholders’ equity		3,342,138			3,045,684
Non-controlling interests		24,322			32,208
Total equity		3,366,460			3,077,892
	$	8,055,837		$	7,469,425

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

F-3

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	For the Year Ended December 31,
	2012			2011			2010
Revenues from operations:
Minimum rents	$	542,900		$	498,079		$	490,058
Percentage and overage rents		5,117			6,057			5,435
Recoveries from tenants		174,097			163,123			162,046
Fee and other income		78,261			82,570			84,393
		800,375			749,829			741,932
Rental operation expenses:
Operating and maintenance		128,821			128,873			123,201
Real estate taxes		104,256			97,382			98,845
Impairment charges		105,395			67,912			84,855
General and administrative		76,444			85,221			85,573
Depreciation and amortization		248,781			215,928			202,981
		663,697			595,316			595,455
Other income (expense):
Interest income		15,799			9,832			7,302
Interest expense		(221,424	)		(224,024	)		(209,643	)
(Loss) gain on debt retirement, net		(13,495	)		(89	)		485
Gain (loss) on equity derivative instruments		—			21,926			(40,157	)
Other income (expense), net		(17,880	)		(5,002	)		(24,148	)
		(237,000	)		(197,357	)		(266,161	)
Loss before earnings from equity method investments and other items		(100,322	)		(42,844	)		(119,684	)
Equity in net income of joint ventures		35,250			13,734			5,600
Impairment of joint venture investments		(26,671	)		(2,921	)		(227	)
Gain on change in control and sale of interests, net		78,127			25,170			—
Loss before tax expense of taxable REIT subsidiaries and state franchise and income taxes		(13,616	)		(6,861	)		(114,311	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(1,160	)		(1,025	)		(47,942	)
Loss from continuing operations		(14,776	)		(7,886	)		(162,253	)
Loss from discontinued operations		(16,416	)		(18,590	)		(86,786	)
Loss before gain on disposition of real estate		(31,192	)		(26,476	)		(249,039	)
Gain on disposition of real estate, net of tax		5,863			7,079			1,318
Net loss	$	(25,329	)	$	(19,397	)	$	(247,721	)
Non-controlling interests		(493	)		3,543			38,363
Net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)
Write-off of preferred share original issuance costs		(5,804	)		(6,402	)		—
Preferred dividends		(28,645	)		(31,587	)		(42,269	)
Net loss attributable to DDR common shareholders	$	(60,271	)	$	(53,843	)	$	(251,627	)
Per share data:
Basic earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.13	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.20	)	$	(1.03	)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.21	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.28	)	$	(1.03	)

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

F-4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	For the Year Ended December 31,
	2012			2011			2010
Net loss	$	(25,329	)	$	(19,397	)	$	(247,721	)
Other comprehensive (loss) income:
Foreign currency translation		(14,075	)		(21,527	)		3,588
Change in fair value of interest-rate contracts		(13,094	)		(5,978	)		10,261
Amortization of interest-rate contracts		921			56			(430	)
Total other comprehensive (loss) income		(26,248	)		(27,449	)		13,419
Comprehensive loss	$	(51,577	)	$	(46,846	)	$	(234,302	)
Comprehensive (income) loss attributable to non-controlling interests:
Allocation of net (income) loss		(493	)		3,543			38,363
Foreign currency translation		(274	)		400			2,678
Total comprehensive (income) loss attributable to non-controlling interests		(767	)		3,943			41,041
Total comprehensive loss attributable to DDR	$	(52,344	)	$	(42,903	)	$	(193,261	)

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

F-5

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share amounts)

	DDR Corp.
	Preferred Shares			Common Shares		Paid-in Capital			Accumulated Distributions in Excess of Net Income (Loss)			Deferred Compensation Obligation			Accumulated Other Comprehensive Income (Loss)			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2009	$	555,000		$	20,174	$	3,374,528		$	(1,098,661	)	$	17,838		$	9,549		$	(15,866	)	$	89,774		$	2,952,336
Cumulative effect of adoption of a new accounting standard (Note 1)		—			—		—			(7,848	)		—			—			—			(12,384	)		(20,232	)
Deconsolidation of interests		—			—		—			—			—			—			—			3,876			3,876
Issuance of 212,349 common shares related to related to stock plans		—			21		1,232			—			—			—			109			—			1,362
Issuance of 52,792,716 common shares for cash		—			5,279		433,473			—			—			—			1,678			—			440,430
Convertible debt instruments		—			—		52,497			—			—			—			—			—			52,497
Issuance of restricted stock		—			153		(199	)		—			741			—			(1,542	)		—			(847	)
Vesting of restricted stock		—			—		4,761			—			(4,261	)		—			983			—			1,483
Stock-based compensation		—			—		2,698			—			—			—			—			—			2,698
Contributions from non-controlling interests		—			—		—			—			—			—			—			746			746
Distributions to non-controlling interests		—			—		—			—			—			—			—			(2,886	)		(2,886	)
Dividends declared-common shares		—			—		—			(20,205	)		—			—			—			—			(20,205	)
Dividends declared-preferred shares		—			—		—			(42,269	)		—			—			—			—			(42,269	)
Comprehensive loss		—			—		—			(209,358	)		—			16,097			—			(41,041	)		(234,302	)
Balance, December 31, 2010		555,000			25,627		3,868,990			(1,378,341	)		14,318			25,646			(14,638	)		38,085			3,134,687
Issuance of 178,081 common shares related to stock plans		—			18		979			—			—			—			432			—			1,429
Issuance of 10,000,000 common shares related to exercise of warrants		—			1,000		133,310			—			—			—			—			—			134,310
Issuance of 9,500,000 common shares for cash offering		—			950		128,715			—			—			—			—			—			129,665
Issuance of restricted stock		—			116		(6,357	)		—			530			—			6,238			—			527
Vesting of restricted stock		—			—		2,985			—			(914	)		—			(7,049	)		—			(4,978	)
Stock-based compensation		—			—		3,788			—			—			—			—			—			3,788
Contributions from non-controlling interests		—			—		—			—			—			—			—			374			374
Distributions to non-controlling interests		—			—		—			—			—			—			—			(2,308	)		(2,308	)
Redemption of preferred shares		(180,000	)		—		6,402			(6,402	)		—			—			—			—			(180,000	)
Dividends declared-common shares		—			—		—			(60,527	)		—			—			—			—			(60,527	)
Dividends declared-preferred shares		—			—		—			(32,229	)		—			—			—			—			(32,229	)
Comprehensive loss		—			—		—			(15,854	)		—			(27,049	)		—			(3,943	)		(46,846	)
Balance, December 31, 2011		375,000			27,711		4,138,812			(1,493,353	)		13,934			(1,403	)		(15,017	)		32,208			3,077,892
Issuance of 322,481 common shares related to stock plans		—			32		2,741			—			—			—			262			—			3,035
Issuance of 36,334,587 common shares for cash offering		—			3,634		485,752			—			—			—			2,743			—			492,129
Issuance of preferred shares		200,000			—		(7,145	)		—			—			—			—			—			192,855
Issuance of restricted stock		—			147		(2,334	)		—			910			—			2,026			—			749
Vesting of restricted stock		—			—		2,818			—			712			—			(6,466	)		—			(2,936	)
Stock-based compensation		—			—		2,809			—			—			—			—			—			2,809
Contributions from non-controlling interests		—			—		—			—			—			—			—			492			492
Distributions to non-controlling interests		—			—		—			—			—			—			—			(9,145	)		(9,145	)
Redemption of preferred shares		(170,000	)		—		5,804			(5,804	)		—			—			—			—			(170,000	)
Dividends declared-common shares		—			—		—			(141,152	)		—			—			—			—			(141,152	)
Dividends declared-preferred shares		—			—		—			(28,691	)		—			—			—			—			(28,691	)
Comprehensive loss		—			—		—			(25,822	)		—			(26,522	)		—			767			(51,577	)
Balance, December 31, 2012	$	405,000		$	31,524	$	4,629,257		$	(1,694,822	)	$	15,556		$	(27,925	)	$	(16,452	)	$	24,322		$	3,366,460

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

F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Year Ended December 31,
	2012			2011			2010
Cash flow from operating activities:
Net loss	$	(25,329	)	$	(19,397	)	$	(247,721	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization		251,085			230,332			227,304
Stock-based compensation		7,553			7,439			6,459
Amortization of deferred finance costs and settled interest rate protection agreements		14,110			14,737			13,269
Accretion of convertible debt discount		10,884			14,914			8,204
Loss (gain) on debt retirement, net		505			89			(485	)
(Gain) loss on equity derivative instruments		—			(21,926	)		40,157
Settlement of accreted debt discount on repurchase of senior convertible notes		(17,294	)		(9,937	)		(8,358	)
Net cash paid from interest rate hedging contracts		(4,689	)		(2,285	)		—
Equity in net income of joint ventures		(35,250	)		(13,734	)		(5,600	)
Impairment of joint venture investments		26,671			2,921			227
Net gain on change in control and sale of interests		(78,127	)		(29,886	)		(5,221	)
Operating cash distributions from joint ventures		13,165			9,424			7,334
Gain on disposition of real estate		(9,710	)		(47,242	)		(7,093	)
Impairment charges and loan loss reserves		130,771			130,844			171,900
Premium on issuance of senior notes		13,835			—			—
Change in notes receivable accrued interest		(6,314	)		(1,784	)		(3,005	)
Change in restricted cash		3,290			(4,317	)		(10,876	)
Net change in accounts receivable		326			7,358			21,045
Net change in accounts payable and accrued expenses		2,580			1,760			4,323
Net change in other operating assets and liabilities		6,134			3,885			66,261
Total adjustments		329,525			292,592			525,845
Net cash flow provided by operating activities		304,196			273,195			278,124
Cash flow from investing activities:
Proceeds from disposition of real estate		172,231			344,231			156,374
Real estate developed or acquired, net of liabilities assumed		(586,904	)		(217,861	)		(164,391	)
Equity contributions to joint ventures		(54,976	)		(7,719	)		(30,311	)
(Issuances) repayments of joint venture advances, net		(149,921	)		22,378			442
Distributions of proceeds from sale and refinancing of joint venture interests		18,120			21,911			24,339
Return of investments in joint ventures		11,955			9,466			22,094
Issuance of notes receivable		(10,239	)		(10,000	)		(62,958	)
Repayment of notes receivable		1,080			33,208			—
Decrease in restricted cash — capital improvements		10,224			5,082			86,173
Net cash flow (used for) provided by investing activities		(588,430	)		200,696			31,762
Cash flow from financing activities:
Proceeds from (repayments of) revolving credit facilities, net		5,511			(138,098	)		(492,224	)
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses, of $1,345, $350 and $1,183 in 2012, 2011 and 2010, respectively		439,892			295,495			933,370
Repayment of senior notes		(445,682	)		(207,858	)		(541,606	)
Proceeds from mortgages and other secured debt		718,506			186,956			23,686
Repayment of term loans and mortgage debt		(785,588	)		(499,767	)		(601,678	)
Payment of debt issuance costs		(5,622	)		(13,993	)		(13,773	)
Redemption of preferred shares		(170,000	)		(180,000	)		—
Proceeds from issuance of common shares, net of underwriting commissions and offering expenses, of $1,055, $835 and $998 in 2012, 2011 and 2010, respectively		492,129			129,684			440,430
Proceeds from issuance of common shares related to the exercise of warrants		—			59,978			—
Proceeds from issuance of preferred shares, net of underwriting commissions and offering expenses, of $845 in 2012		192,855			—			—
Repurchase of common shares in conjunction with equity award plans		(3,841	)		(6,655	)		(1,763	)
Contributions from non-controlling interests		492			374			746
Distributions to non-controlling interests and redeemable operating partnership units		(9,128	)		(2,250	)		(2,886	)
Dividends paid		(154,761	)		(75,720	)		(61,367	)
Net cash provided by (used for) financing activities		274,763			(451,854	)		(317,065	)
Cash and cash equivalents
(Decrease) increase in cash and cash equivalents		(9,471	)		22,037			(7,179	)
Effect of exchange rate changes on cash and cash equivalents		(561	)		(247	)		423
Cash and cash equivalents, beginning of year		41,206			19,416			26,172
Cash and cash equivalents, end of year	$	31,174		$	41,206		$	19,416

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

F-7

Notes to Consolidated Financial Statements

1.    Summary of Significant Accounting Policies

Nature of Business

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

Use of Estimates in Preparation of Financial Statements

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

Principles of Consolidation

The Company follows the provisions of Accounting Standards Codification No. 810, Consolidation (“ASC 810”). This standard requires a company to perform an analysis to determine whether its variable interests give it a controlling financial interest in a Variable Interest Entity (“VIE”). This analysis identifies the primary beneficiary of a VIE as the entity that has (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether it has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, this standard requires a company to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed.

At December 31, 2012 and 2011, the Company’s investments in consolidated real estate joint ventures in which the Company was deemed to be the primary beneficiary had total real estate assets of $184.6 million and $289.5 million, respectively, mortgages of $21.5 million and $23.5 million, respectively, and other liabilities of $1.9 million and $28.7 million, respectively.

Prior to June 15, 2012, the Company deconsolidated its interest in consolidated joint venture entities or assets, which the Company considered in-substance real estate when it no longer possessed a controlling financial interest in the entity. In 2011 and 2010, the Company had consolidated joint ventures that transferred their interest in the real estate to the control of a court-appointed receiver. Following the appointment of the receiver, the Company no longer had any effective economic rights or obligations in these entities. Subsequent to the deconsolidation of these joint ventures, the Company accounted for its retained interest in these joint venture investments, which approximated zero at December 31, 2011, under the cost method of accounting because the Company did not have the ability to exercise significant influence. Upon deconsolidation, the Company recorded $4.7 million and $5.6 million for the years ended December 31, 2011 and 2010, respectively, as Gain on Deconsolidation of Interests because the carrying value of the non-recourse debt exceeded the carrying value of the collateralized assets of the joint ventures. The revenues and expenses associated with the entities for all of the periods presented, including the Gain on Deconsolidation of Interests, are classified within discontinued operations in the consolidated statements of operations (Note 12).

F-8

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

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

	For the Year Ended December 31,
	2012		2011		2010
Mortgages and liability assumed from acquisitions	$	42.3	$	137.8	$	—
Consolidation of the net assets (excluding mortgages disclosed below) of previously unconsolidated joint ventures		383.0		87.8		—
Mortgages assumed of previously unconsolidated joint ventures		246.2		50.1		—
Deconsolidation of net assets from the adoption of ASC 810		—		—		20.2
Reduction of non-controlling interests from the adoption of ASC 810		—		—		12.4
Deconsolidation of net assets		—		5.0		15.2
Reduction of non-controlling interests due to deconsolidation of Mervyns Joint Venture		—		—		3.9
Foreclosure of note receivable and transfer of collateral		—		—		19.0
Equity derivative liability – affiliate		—		74.3		—
Write-off of preferred share original issuance costs		5.8		6.4		—
Dividends declared		44.2		29.1		12.1
Accounts payable related to construction in progress		18.2		3.4		3.3

The transactions above did not provide or use cash in the years presented and, accordingly, are not reflected in the consolidated statements of cash flows.

Real Estate

Real estate assets, which include construction in progress and land held for development, are stated at cost less accumulated depreciation.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings	Useful lives, 31.5 years
Building improvements and fixtures	Useful lives, ranging from 5 to 20 years
Tenant improvements	Shorter of economic life or lease terms

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Land held for development and construction in progress includes land held for future development as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct and incremental internal construction costs and software development and implementation costs of $10.5 million, $9.1 million and $9.7 million in 2012, 2011 and 2010, respectively.

Purchase Price Accounting

Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangible assets generally consisting of: (i) above- and below-market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition. In

F-9

estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence, marketing and leasing activities and uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation and other available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Above- and below-market lease values are recorded based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the estimated term of any below-market, fixed-rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the estimated terms of any below-market, fixed-rate renewal options of the respective leases. The purchase price is further allocated to in-place lease values and tenant relationship values based on management’s evaluation of the specific characteristics of the acquired lease portfolio and the Company’s overall relationship with the anchor tenants. Such amounts are amortized to depreciation and amortization expense over the weighted average remaining initial term (and expected renewal periods for tenant relationships).

Intangible assets associated with property acquisitions are included in other assets and other liabilities, as appropriate, in the Company’s consolidated balance sheets. In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. At December 31, 2012 and 2011, below-market leases aggregated a net liability of $50.4 million and $29.5 million, respectively. At December 31, 2012 and 2011, above-market leases aggregated a net asset of $17.7 million and $2.8 million, respectively. The estimated future amortization income, net, associated with the Company’s above- and below-market leases, is $0.1 million, $0.5 million, $0.7 million, $1.4 million and $2.1 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including land held for development and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective and requires significant estimates made by management and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of impairment losses may be different, and such differences could be material to the consolidated financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. If the Company is evaluating the potential sale of an asset or land held for development, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If such impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company recorded aggregate impairment charges, including those classified within discontinued operations, of $126.5 million, $125.8 million, and $171.9 million (Note 11) related to consolidated real estate investments during the years ended December 31, 2012, 2011 and 2010, respectively.

F-10

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell.

Disposition of Real Estate and Real Estate Investments

Sales of real estate include the sale of land, operating properties and investments in real estate joint ventures. Gains from dispositions are recognized using the full accrual or partial sale methods, provided that various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. If the criteria for sale recognition or gain recognition are not met because of a form of continuing involvement, the accounting for such transactions is dependent on the nature of the continuing involvement. In certain cases, a sale might not be recognized, and in others all or a portion of the gain might be deferred.

Pursuant to the definition of a component of an entity and, assuming no significant continuing involvement, the operations of the sold asset or asset classified as held for sale are considered discontinued operations. Interest expense, which is specifically identifiable to the property, is included in the computation of interest expense attributable to discontinued operations. Consolidated interest expense at the corporate level is allocated to discontinued operations based on the proportion of net assets disposed.

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these expenses when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest, insurance and taxes until activities are resumed.

Interest paid during the years ended December 31, 2012, 2011 and 2010 aggregated $209.3 million, $218.6 million and $221.5 million, respectively, of which $13.3 million, $12.7 million and $12.2 million, respectively, was capitalized.

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis is different from the basis reflected at the unconsolidated joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. The Company recorded aggregate impairment charges of $26.7 million, $2.9 million and $0.2 million (Note 11) related to its investments in unconsolidated joint ventures during the years ended December 31, 2012, 2011 and 2010, respectively. These impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the respective properties owned by the joint venture on a relative fair value basis and, where appropriate, amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

F-11

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. Cash flows associated with items intended as hedges of identifiable transactions or events are classified in the same category as the cash flows from the items being hedged.

Restricted Cash

Restricted cash represents amounts with financial institutions primarily for debt service payments, real estate taxes, capital improvements, operating reserves and a bond sinking fund as required pursuant to the respective loan agreement.

Accounts Receivable

The Company makes estimates of the amounts that it believes will not be collected related to base rents, straight-line rents receivable, expense reimbursements and other amounts owed. The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $10.8 million and $19.3 million at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, straight-line rents receivable, net of a provision for uncollectible amounts of $3.6 million and $3.2 million, respectively, aggregated $58.2 million and $55.7 million, respectively.

Notes Receivable

Notes receivable include certain loans that are held for investment and are generally collateralized by real estate-related investments and may be subordinate to other senior loans. Loan receivables are recorded at stated principal amounts or at initial investment plus accretable yield for loans purchased at a discount. The related discounts on mortgages and other loans purchased are accreted over the life of the related loan receivable. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest on each loan based on an assessment of the underlying collateral value to determine whether it is impaired, and not by the use of internal risk ratings. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable is real-estate related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of loans, the Company does not provide for an additional allowance for loan losses based on the grouping of loans, as the Company believes the characteristics of its loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for this purpose. Interest income on performing loans is accrued as earned. A loan is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on an accrual basis on non-performing loans is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

F-12

Deferred Charges

Costs incurred in obtaining indebtedness are included in deferred charges in the accompanying consolidated balance sheets and are amortized over the terms of the related debt agreements. Such amortization is reflected as interest expense in the consolidated statements of operations.

Deferred Tax Assets

The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage its business. Based on this assessment, management must evaluate the need for, and amount of, valuation allowances against the Company’s deferred tax assets. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. Accordingly, the Company would record a valuation allowance to reduce deferred tax assets when it has determined that an uncertainty exists regarding their realization, which would increase the provision for income taxes. The Company recorded a valuation allowance of $58.3 million (Note 16) during the year ended December 31, 2010.

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net loss.

Revenue Recognition

Minimum rents from tenants are recognized using the straight-line method over the lease term of the respective leases. Percentage and overage rents are recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. Revenues associated with expense reimbursements from tenants are recognized in the period that the related expenses are incurred based upon the tenant lease provision. Fee and other income includes management fees recorded in the period earned based on a percentage of collected revenue at the properties under management. Fee income derived from the Company’s unconsolidated joint venture investments is recognized to the extent attributable to the unaffiliated ownership interest. Ancillary and other property-related income, primarily composed of leasing vacant space to temporary tenants and kiosk income, is recognized in the period earned. Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.

F-13

Fee and other income from continuing operations was composed of the following (in thousands):

	For the Year Ended December 31,
	2012		2011		2010
Management, development, financing and other fee income	$	43,811	$	47,539	$	54,592
Ancillary and other property income		27,665		28,527		20,196
Lease termination fees		6,401		5,897		7,482
Other miscellaneous		384		607		2,123
Total fee and other income	$	78,261	$	82,570	$	84,393

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred as they are not eligible for capitalization.

Stock Option and Other Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates for non-executive employees and actual expectations for executives.

For the years ended December 31, 2012, 2011 and 2010, stock-based compensation cost recognized by the Company was $6.4 million, $6.8 million and $5.7 million, respectively. This amount includes $0.2 million, $1.6 million and $0.4 million as a result of accelerated vesting of awards due to employee separations in 2012, 2011 and 2010, respectively.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and continues to satisfy certain other requirements.

In connection with the REIT Modernization Act, which became effective January 1, 2001, the Company is permitted to participate in certain activities that it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.

Foreign Currency Translation

The financial statements of the Company’s international consolidated and unconsolidated joint venture investments are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, an average exchange rate for each period for revenues, expenses, gains and losses, and at the transaction date for impairments or sales, with the Company’s proportionate share of the resulting translation adjustments recorded as Accumulated Other Comprehensive Loss. Gains or losses resulting from foreign currency transactions, translated to local currency, are included in income as incurred. Foreign currency gains or losses from changes in exchange rates were not material to the consolidated operating results.

F-14

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

New Accounting Standards Implemented

Presentation of Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on the presentation of comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the consolidated statements of equity, which was the Company’s previous presentation, and requires presentation of reclassification adjustments from other comprehensive income to net income in a single note or on the face of the financial statements. The Company presented the components of comprehensive income in a separate statement beginning December 31, 2011. The effective date for the presentation of reclassification adjustments is for annual and interim reporting periods beginning after December 15, 2012 (the first quarter of 2013 for the Company). When adopted, this guidance is not expected to materially impact the Company’s consolidated financial statements.

Fair Value Measurements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurements and Disclosures (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value and requires additional disclosures about fair value measurements. Specifically, the guidance specifies that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets, whereas they are not relevant when measuring the fair value of financial assets and liabilities. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required. Entities will also be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is to be applied prospectively. The Company’s adoption of this guidance did not have a material impact on its financial statements.

Derecognition of in Substance Real Estate

In November 2011, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus, ASU 2011-10, “Derecognition of in Substance Real Estate – a Scope Clarification.” This guidance clarifies that ASC 360-20, “Property Plant and Equipment – Real Estate Sales” (“ASC 360-20”) is the authoritative guidance when an

F-15

investor loses control of real estate to a lender as a result of defaulting on a loan. Therefore, the investor is precluded from derecognizing the real estate until legal ownership has been transferred to the lender. The accounting for this fact pattern was addressed by the EITF due to diversity in practice. Under the Company’s historical accounting policies, it believed that it no longer had the contractual ability to direct the activities that most significantly affected the economic performance of entities in the control of a lender. Therefore, the Company’s historical accounting policy for evaluating these transactions was based upon ASC 810. The Company applied this consensus on a prospective basis on June 15, 2102.

2.    Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures at December 31, 2012, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Sonae Sierra Brasil BV Sarl	33.3	Eight shopping centers, a management company and two development projects in Brazil
DDR Domestic Retail Fund I	20.0	59 grocery-anchored retail centers in several states
DDR Markaz II LLC	20.0	13 neighborhood grocery-anchored retail centers in several states
DDR — SAU Retail Fund LLC	20.0	27 grocery-anchored retail centers in several states
DDRTC Core Retail Fund LLC	15.0	39 shopping centers in several states
Coventry II Joint Ventures	10.0 – 20.0	Four shopping centers in several states
BRE DDR Retail Holdings, LLC	5.0	46 shopping centers in several states
Other Joint Venture Interests	25.25 – 79.45	14 shopping centers in several states and a management company

The Company has a zero basis in the following equity method joint ventures at December 31, 2012, and has no intent or obligation to fund any further capital:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Coventry II Joint Ventures	0.0 – 20.0%	40 retail sites/centers in several states

(A) Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures.

F-16

Condensed combined financial information of the Company’s unconsolidated joint venture investments is summarized as follows (in thousands):

	December 31,
	2012(A)			2011
Condensed combined balance sheets
Land	$	1,569,548		$	1,400,469
Buildings		4,681,462			4,334,097
Fixtures and tenant improvements		244,293			189,940
		6,495,303			5,924,506
Less: Accumulated depreciation		(833,816	)		(808,352	)
		5,661,487			5,116,154
Land held for development and construction in progress		348,822			239,036
Real estate, net		6,010,309			5,355,190
Cash and restricted cash(B)		467,200			308,008
Receivables, net		99,098			108,038
Other assets		427,014			177,251
	$	7,003,621		$	5,948,487
Mortgage debt	$	4,246,407		$	3,742,241
Notes and accrued interest payable to DDR(C)		143,338			100,470
Other liabilities		342,614			214,370
		4,732,359			4,057,081
Redeemable preferred equity		154,556			—
Accumulated equity		2,116,706			1,891,406
	$	7,003,621		$	5,948,487
Company’s share of Accumulated Equity	$	432,500		$	402,242

(A) Increase in the balance sheet at December 31, 2012, is primarily attributable to the investment in BRE DDR Retail Holdings, LLC, described later in this footnote, partially offset by asset sales.

(B) Increase is due to the issuance of public debt by Sonae Sierra Brasil in 2012. The proceeds were used to fund development activities.

(C) The Company has amounts receivable from several joint ventures aggregating $34.3 million and $3.0 million at December 31, 2012 and 2011, respectively, which are included Investments in and Advances to Joint Ventures on the consolidated balance sheets. The remaining amounts were fully reserved by the Company in prior years.

F-17

	For the Year Ended December 31,
	2012			2011			2010
Condensed combined statements of operations
Revenues from operations	$	705,810		$	659,978		$	614,775
Operating expenses(A)		249,540			217,673			230,528
Impairment charges(B)		10,402			208,843			—
Depreciation and amortization		203,412			171,634			172,926
Interest expense		237,138			217,676			215,482
		700,492			815,826			618,936
Income (loss) before other items		5,318			(155,848	)		(4,161	)
Income tax expense (primarily Sonae Sierra Brasil), net		(25,444	)		(38,598	)		(20,247	)
Other income(C)		—			—			10,592
Loss from continuing operations		(20,126	)		(194,446	)		(13,816	)
Discontinued operations:
Loss from discontinued operations(D)		(52,619	)		(64,056	)		(23,508	)
Gain on debt forgiveness		—			2,976			—
Gain (loss) on disposition of real estate, net of tax		11,739			18,705			(26,674	)
Loss before gain on disposition of real estate, net		(61,006	)		(236,821	)		(63,998	)
Gain on disposition of real estate, net		54,582			1,733			17
Net loss	$	(6,424	)	$	(235,088	)	$	(63,981	)
Non-controlling interests		(42,995	)		(16,132	)		(458	)
Net loss attributable to unconsolidated joint ventures	$	(49,419	)	$	(251,220	)	$	(64,439	)
Company’s share of equity in net income (loss) of joint ventures(E)	$	33,512		$	(12,979	)	$	6,319

(A) Operating expenses for the year ended December 31, 2012, include transaction costs associated with the formation of the unconsolidated joint venture, BRE DDR Retail Holdings, LLC, described later in this footnote.

(B) For the years ended December 31, 2012 and 2011, the Company’s proportionate share was $0.6 million and $6.7 million, respectively.

(C) The 2010 activity related to debt forgiveness on one property owned by a joint venture with the Coventry II Fund (hereinafter defined), in which the Company has a zero basis.

(D) For the years ended December 31, 2012, 2011 and 2010, impairment charges included in discontinued operations related to asset sales were $46.8 million, $63.6 million and $21.0 million, respectively, of which the Company’s proportionate share was $0.5 million, $6.3 million and $0.7 million, respectively. The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments as discussed below.

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

F-18

	For the Year Ended December 31,
	2012		2011		2010
Income (loss), net	$	1.7	$	26.7	$	(0.7)

Investments in and Advances to Joint Ventures include the following items, which represent the difference between the Company’s investment and its share of all of the unconsolidated joint ventures’ underlying net assets (in millions):

	For the Year Ended December 31,
	2012			2011
Company’s share of accumulated equity	$	432.5		$	402.2
Redeemable preferred equity and notes receivable from investments(A)		155.0			0.4
Basis differentials(B)		(5.9	)		(48.1	)
Deferred development fees, net of portion related to the Company’s interest		(2.9	)		(3.6	)
Notes and accrued interest payable to DDR		34.3			3.0
Investments in and Advances to Joint Ventures	$	613.0		$	353.9

(A) Primarily relates to a $154.6 million preferred equity investment in BRE DDR Retail Holdings, LLC. See discussion regarding this newly formed unconsolidated joint venture later in this footnote.

(B) This amount represents the aggregate difference between the Company’s historical cost basis and the equity basis reflected at the joint venture level. Basis differentials recorded upon transfer of assets are primarily associated with assets previously owned by the Company that have been transferred into an unconsolidated joint venture at fair value. Other basis differentials occur primarily when the Company has purchased interests in existing unconsolidated joint ventures at fair market values, which differ from its proportionate share of the historical net assets of the unconsolidated joint ventures. In addition, certain transaction and other costs, including capitalized interest, reserves on notes receivable as discussed below and impairments of the Company’s investments that were other than temporary may not be reflected in the net assets at the joint venture level. Certain basis differentials indicated above are amortized over the life of the related assets.

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

	For the Year Ended December 31,
	2012		2011		2010
Management and other fees	$	28.6	$	29.8	$	34.0
Financing and other fees		—		0.1		0.3
Development fees and leasing commissions		8.7		7.0		7.2
Interest income		9.7		0.1		0.4

The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture (Reciprocal Purchase Rights) or to initiate a purchase or sale of the properties (Property Purchase Rights) 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.

F-19

BRE DDR Retail Holdings, LLC

In June 2012, a joint venture between consolidated affiliates of the Company and The Blackstone Group L.P. (“Blackstone”) acquired a portfolio of 46 shopping centers aggregating 10.6 million square feet of gross leasable area (“GLA”) (all references to GLA or square feet are unaudited). These assets were previously owned by EPN Group and managed by the Company. An affiliate of Blackstone owns 95% of the common equity of the joint venture, and the remaining 5% common equity interest is owned by a consolidated affiliate of the Company. The transaction was valued at $1.4 billion. The joint venture assumed $635.6 million of senior non-recourse debt at face value and entered into an additional $320.0 million of non-recourse debt with a three-year term and two one-year extension options. The Company contributed $17.0 million to the joint venture for its common equity interest and also funded the joint venture with an investment in $150.0 million in preferred equity of the venture. The preferred equity has a fixed distribution rate of 10% per annum, which is recognized as interest income within the Company’s consolidated statements of operations and is classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. The preferred equity entitles the Company to certain preferential cumulative distributions payable out of operating and capital proceeds pursuant to the terms and conditions of the preferred equity. Blackstone has the right to defer up to 20% of the preferred equity fixed distribution. Any deferred and unpaid preferred equity distributions will continue to accrue at a fixed distribution rate of 10% per annum. The preferred equity is redeemable: (1) at Blackstone’s option, in part, after 18 months following acquisition of the properties, and in full, after two years following acquisition of the properties; (2) at DDR’s option after seven years; (3) at varying levels based upon specified financial covenants upon a sale of properties over a certain threshold and (4) upon the incurrence of additional indebtedness by the joint venture. The Company provides leasing and property management services to all of the joint venture properties and will have the right of first offer to acquire 10 of the assets under specified conditions. The Company cannot be removed as the property and leasing manager until the preferred equity is redeemed in full (except for certain specified events).

Sonae Sierra Brasil

In 2012, the Company’s one-third-owned joint venture, Sonae Sierra Brasil, completed a strategic asset swap and partial sale that resulted in a majority ownership interest in Shopping Plaza Sul, an enclosed mall in Sao Paulo. Sonae Sierra Brasil acquired an additional 30% interest in Shopping Plaza Sul in exchange for transferring a 22% stake in Shopping Penha and $29 million in cash. As a result of these transactions, Sonae Sierra Brasil increased its ownership interest in Shopping Plaza Sul to 60% and decreased its interest in Shopping Penha to 51%. The Company’s proportionate share of the net gain on the partial sale of its interest in Shopping Penha was $2.8 million. In addition, in 2012, Sonae Sierra Brasil sold its 10% ownership interest in Patio Brasil, its remaining 51% interest in Shopping Penha and its 30% interest in Tivoli Shopping, for approximately $103 million ($34 million at DDR’s share). As the joint venture will continue to manage two of the assets pursuant to management contracts, only one of these assets is classified as discontinued operations in the condensed combined statements of operations. The weighted-average exchange rate used for recording the equity in net income was 1.94, 1.67 and 1.77 for the years ended December 31, 2012, 2011 and 2010, respectively.

Coventry II Fund

The Company and Coventry Real Estate Advisors L.L.C. (“CREA”) formed Coventry Real Estate Fund II L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, the “Coventry II Fund”) to invest in a variety of retail properties that presented opportunities for value creation, such as re-tenanting, market repositioning, resale, redevelopment or expansion. The Coventry II Fund was formed with several institutional investors and CREA as the investment manager.

In the third quarter of 2012, the Company recorded a $26.1 million impairment charge on its investment in the Coventry II Montgomery Farm LLC joint venture that owned a mixed-use project located in Allen, TX, and satisfied its remaining guaranty of the construction loan. The Company determined that its investment had

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suffered an other than temporary impairment due to the deteriorating relations between the lender and the Company’s partner and the resulting impact on the asset’s value. In the fourth quarter of 2012, the Company subsequently sold its interest in this joint venture to the lender and recorded a $7.5 million Gain on Change in Control and Sale of Interests. At December 31, 2012, the aggregate carrying amount of the Company’s net investment in the Coventry II Fund joint ventures was $3.6 million. See discussion of legal matters surrounding the Coventry II Fund (Note 9).

Other Joint Venture Interests

In 2012, the Company purchased its unconsolidated joint venture partners’ ownership interests, held through three different joint ventures, in five assets, for an aggregate purchase price of $339.4 million. The Company recorded an aggregate Gain on Change in Control and Sale of Interests of $80.0 million related to the difference between the Company’s carrying value and fair value of the previously held equity interest for the year ended December 31, 2012. At closing, $246.2 million of aggregate mortgage debt was repaid. Upon acquisition, these shopping centers were consolidated into the results from operations.

In December 2012, the Company reduced its interest in a previously consolidated joint venture that owned land held for development in Richmond Hill, Canada. The Company sold a portion of its interest to a third party reducing its ownership from 50% to 10%. Due to the change in control that occurred, the Company deconsolidated the joint venture and accounts for its retained interest on the equity method of accounting. The Company recorded a $9.3 million Loss on Change in Control and Sale of Interests related to the transaction.

In 2012, the DDRTC Core Retail Fund, LLC joint venture, in which the Company has a 15% ownership interest, refinanced $698.7 million of maturing mortgage debt. The mortgage note payable of $540.0 million was modified through the same lender and required a cash payment of $76.0 million, of which the Company’s proportionate share was $11.4 million. The modified mortgage note payable has a three-year term with two one-year options and an interest rate of 4.63%. The joint venture also entered into a term loan of $190.0 million to repay a $158.7 million revolving credit facility. Also in 2012, the joint venture exercised an accordion feature resulting in a mortgage balance outstanding at December 31, 2012, of $214.5 million. The term loan has a three-year term with two one-year options and an interest rate of LIBOR plus 275 basis points.

Discontinued Operations

Included in discontinued operations in the combined statements of operations for the unconsolidated joint ventures are seven properties sold in 2012, eight properties sold in 2011 and 37 properties sold in 2010.

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3.    Acquisitions

In 2012 and 2011, the Company acquired the following shopping centers:

Location			Date Acquired	Gross Purchase Price (in millions)		Face Value of Mortgage Debt Assumed (in millions)
Raleigh, North Carolina			December 2012	$	44.8		N/A
Charlotte, North Carolina			December 2012		106.4		N/A
Independence, Missouri	(A	)	September 2012		57.8	$	33.6	(B	)
St. Louis, Missouri	(A	)	September 2012		6.5		3.4	(B	)
Tucson, Arizona			August 2012		125.4		24.4
Phoenix, Arizona	(A	)	July 2012		137.3		105.4	(B	)
Phoenix, Arizona	(A	)	April 2012		59.9		47.2	(B	)
Portland, Oregon	(A	)	April 2012		77.9		56.6	(B	)
Chicago, Illinois			March 2012		47.4		N/A
Columbus, Ohio			December 2011		79.6		45.2
Charlotte, North Carolina			September 2011		74.0		50.8
Charlotte, North Carolina			September 2011		11.0		6.6
Colorado Springs, Colorado			September 2011		25.0		9.6
Macedonia, Ohio and Maple Grove, Minnesota	(A	)	January and March 2011		79.7		50.2	(B	)

(A) Acquired from unconsolidated joint venture. Due to the change in control that occurred, the Company recorded an aggregate gain of $80.0 million and $22.7 million for the years ended December 31, 2012 and 2011, respectively, associated with these acquisitions related to the difference between the Company’s carrying value and fair value of its previously held equity interest on the respective acquisition date.

(B) Mortgage repaid at closing.

The acquisition costs were allocated as follows (in thousands):

							Weighted Average Amortization Period (in Years)
	2012			2011			2012		2011
Land	$	118,360		$	73,415			N/A		N/A
Buildings		461,794			183,068			N/A		N/A
Tenant improvements		14,479			3,678			N/A		N/A
In-place leases (including lease origination costs and fair market value of leases)(A)		51,059			18,069			6.2		5.0
Tenant relations		45,100			16,977			9.3		9.6
		690,792			295,207
Less: Mortgage debt assumed		(25,414	)		(122,885	)		N/A		N/A
Less: Below-market leases		(26,162	)		(14,300	)		18.4		16.5
Net assets acquired	$	639,216		$	158,022

(A) Includes above-market value of leases of $11.8 million and $1.4 million for 2012 and 2011, respectively.

	2012		2011
Consideration:
Cash (including debt repaid at closing)	$	596,008	$	143,063
Fair value of previously held equity interests(A)		43,208		14,959
Total consideration	$	639,216	$	158,022

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(A) Prior to the acquisition, the Company’s investment basis was negative due to deferred gains and distributions in excess of equity in net income. The Company’s intent was to fund any share of future operating deficits if the need arose, even though there was no such legal obligation to fund such amounts.

The costs related to acquisitions, which were not material, were expensed as incurred and included in other income (expense), net.

The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2012, as if the acquisition of the interests in the properties acquired in 2012 were completed on January 1, 2011. The following unaudited supplemental pro forma operating data is presented for the years ended December 31, 2011 and 2010, as if the acquisition of the interests in the properties acquired in 2011 were completed on January 1, 2010. The Gain on Change in Control related to the acquisitions from unconsolidated joint ventures were adjusted to the assumed acquisition date. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods.

	For the Years Ended December 31, (in thousands, except per share amounts) (Unaudited)
	2012			2011			2010
Pro forma revenues	$	835,454		$	822,719		$	766,917
Pro forma (loss) income from continuing operations	$	(92,582	)	$	48,461		$	(144,755	)
Pro forma loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)
Pro forma net (loss) income attributable to DDR common shareholders	$	(138,077	)	$	2,504		$	(234,129	)
Per share data:
Basic earnings per share data:
(Loss) income from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	0.07		$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net (loss) income attributable to DDR common shareholders	$	(0.46	)	$	0.01		$	(0.96	)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	(0.01	)	$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.46	)	$	(0.07	)	$	(0.96	)

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.

F-23

Notes receivable consist of the following (in millions):

	December 31,				Maturity Date	Interest Rate
	2012		2011
Loans receivable(A)	$	60.4	$	84.5	September 2011 to November 2022	5.7% -14.0%
Other notes		3.1		3.0	November 2014 to September 2017	8.5% - 12.0%
Tax Increment Financing Bonds (“TIF Bonds”)(B)		5.2		6.4	April 2014 to July 2026	5.5% - 8.5%
	$	68.7	$	93.9

(A) Amounts include loans in default and exclude notes receivable and advances from unconsolidated joint ventures at December 31, 2012 and 2011 (Note 2).

(B) Principal and interest are payable solely from the incremental real estate taxes, if any, generated by the respective shopping center and development project pursuant to the terms of the financing agreement.

As of December 31, 2012 and 2011, the Company had six loans receivable. The following table summarizes the activity in loans receivable on real estate from January 1, 2011, to December 31, 2012 (in thousands):

	2012			2011
Balance at January 1	$	84,541		$	103,705
Additions:
New mortgage loans		10,239			10,000
Interest		876			811
Accretion of discount		826			780
Deductions:
Payments of principal		(104	)		(25,755	)
Loan loss reserve(A)		(4,300	)		(5,000	)
Other(B)		(31,700	)		—
Balance at December 31	$	60,378		$	84,541

(A) Amount classified in other expense, net in the consolidated statement of operations for both periods presented. In 2011, this reserve was written off upon the sale of the note.

(B) Loan assumed by the Company’s unconsolidated joint venture BRE DDR Retail Holdings, LLC and reclassified into Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2012 upon the Company’s acquisition of the equity interest.

The following table summarizes the activity in the loan loss reserve from January 1, 2010, to December 31, 2012 (in thousands):

	2012		2011			2010
Balance at January 1	$	10,806	$	10,806		$	10,806
Additions:
Loan loss reserve		4,300		5,000	(A)		—
Deductions:
Write downs		—		(5,000	)(A)		—
Balance at December 31	$	15,106	$	10,806		$	10,806

(A) In 2011, the Company sold a note receivable with a face value, including accrued interest, of $11.8 million for proceeds of $6.8 million, which resulted in the recognition of a $5.0 million reserve. At December 31,

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2010, this note was more than 90 days past due on interest payments. A loan loss reserve had not been previously established based on the estimated value of the underlying real estate collateral.

At December 31, 2012, the Company had one loan outstanding aggregating $9.8 million that matured in September 2011 and was more than 90 days past due. The Company is no longer accruing interest income on this note as no payments have been received. A loan loss reserve of $4.3 million was established in 2012 based on the estimated value of the underlying real estate collateral.

5.    Other Assets

Other assets consist of the following (in thousands):

	December 31,
	2012		2011
Intangible assets:
In-place leases (including lease origination costs and fair market value of leases), net	$	67,105	$	24,798
Tenant relations, net		62,175		22,772
Total intangible assets, net		129,280		47,570
Other assets:
Prepaid expenses		12,469		10,375
Deposits		10,580		6,788
Other assets(A)		29,821		2,893
Total other assets	$	182,150	$	67,626

(A) Includes deferred tax asset (Note 16).

The Company recorded amortization expense related to its intangible assets, excluding the fair market value of leases, of $17.5 million, $8.2 million and $6.6 million for the years ended December 31, 2012, 2011 and 2010, respectively. The estimated future amortization expense associated with the Company’s intangible assets, excluding the fair market value of leases, is $24.8 million, $19.5 million, $15.3 million, $12.6 million and $9.6 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

During 2012, the Company identified an error in the consolidated financial statements related to prior years. The error was attributable to a purchase price allocation of an asset acquired in 2004 and related amortization of the intangible asset. The Company concluded that the adjustment was not material to the results for the year ended December 31, 2012, or any prior periods. Consequently, the Company recorded an out-of-period adjustment to increase Net Loss attributable to DDR by $1.5 million in 2012. The Company also decreased land and increased other assets by $4.4 million on the consolidated balance sheet.

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6.    Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments

The following table discloses certain information regarding the Company’s revolving credit facilities, term loan and mortgages payable (in millions):

	Carrying Value at December 31,				Weighted- Average Interest Rate at December 31,						Maturity Date at December 31, 2012
	2012		2011		2012			2011
Unsecured indebtedness:
Unsecured Credit Facility	$	117.9	$	102.4		2.2	%		2.7	%		February 2016
PNC Facility		30.0		40.0		1.9	%		1.9	%		February 2016
Unsecured Term Loan — Tranche 1		50.0		—		2.3	%		N/A			January 2017
Unsecured Term Loan — Tranche 2		300.0		—		3.4	%		N/A			January 2019
Secured indebtedness:
Secured Term Loan		400.0		500.0		2.2	%		3.0	%		September 2014
Mortgage indebtedness — Fixed Rate		1,187.9		1,230.4		4.9	%		5.4	%		March 2013 - February 2022
Mortgage indebtedness — Variable Rate		86.2		91.0		1.7	%		2.0	%		April 2013 - December 2037
Tax-exempt certificates — Fixed Rate		—		1.0		—			6.9	%		N/A

Revolving Credit Facilities

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions arranged by JP 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, and an accordion feature for expansion of availability 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 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 35 basis points on the entire facility at December 31, 2012. The Unsecured Credit Facility also allows for foreign currency-denominated borrowings. At December 31, 2012, the Company had US$6.2 million of Euro-denominated borrowings and US$51.7 million of Canadian dollar borrowings outstanding (Note 8). The Unsecured Credit Facility was amended in 2013 (Note 18).

The Company also maintains a $65 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 reflects terms consistent with those contained in the Unsecured Credit Facility. The PNC Facility was amended in 2013 (Note 18).

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either (i) the prime rate plus a specified spread (0.65% at December 31, 2012), as defined in the respective facility, or (ii) LIBOR, plus a specified spread (1.65% at December 31, 2012). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service (“Moody’s”) 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 covenants at December 31, 2012.

Unsecured Term Loan

In 2012, the Company entered into a $350 million unsecured term loan (the “Unsecured Term Loan”) with a syndicate of financial institutions, for which Wells Fargo Bank National Association and PNC Bank serve as the

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administrative agents. As of December 31, 2012, the Unsecured Term Loan consisted of a $50 million tranche (“Tranche 1”) and a $300 million tranche (“Tranche 2”). The Unsecured Term Loan bears interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread based on the Company’s long-term senior unsecured debt rating (1.7% and 2.1% for Tranche 1 and Tranche 2, respectively, at December 31, 2012). The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these covenants at December 31, 2012.

Secured Term Loan

The Company maintains a collateralized term loan with a syndicate of financial institutions, for which KeyBank National Association serves as the administrative agent (the “Secured Term Loan” together with the Unsecured Term Loan, “Term Loans”). The Secured Term Loan provides for borrowings of $500 million with an accordion feature for expansion up to $600 million 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 Secured Term Loan matures in September 2014 with a one-year extension option. Borrowings under the Secured Term Loan bear interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread (1.7% at December 31, 2012) based on the Company’s long-term senior unsecured debt rating. The collateral for the Secured Term Loan is real estate assets, or investment interests in certain assets, that are already encumbered by first mortgage loans. The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these covenants at December 31, 2012. The Secured Term Loan was amended in 2013 (Note 18).

Mortgages Payable

At December 31, 2012, mortgages payable, collateralized by investments and real estate with a net book value of $2.2 billion, and related tenant leases are generally due in monthly installments of principal and/or interest. Fixed interest rates on mortgages payable range from approximately 3.4% to 9.8%.

Scheduled Principal Repayments

As of December 31, 2012, the scheduled principal payments of the Revolving Credit Facilities, Term Loans, senior notes (Note 7) and mortgages payable, excluding extension options, for the next five years and thereafter are as follows (in thousands):

Year	Amount
2013	$	66,640
2014		772,829
2015		514,546
2016		459,705
2017		375,293
Thereafter		2,118,627
		4,307,640
Unamortized fair market value of assumed debt		11,503
Total indebtedness	$	4,319,143

Total gross fees paid by the Company for the Revolving Credit Facilities and Term Loans in 2012, 2011 and 2010 aggregated $3.0 million, $4.0 million and $2.9 million, respectively. For the years ended December 31, 2012, 2011 and 2010, the Company incurred debt extinguishment costs (including the write-off of unamortized debt issuance costs) associated with the prepayment of mortgages payable of $0.4 million, $7.9 million and $4.2 million, respectively, which are reflected in other expense in the Company’s consolidated statements of operations.

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7. Senior Notes

The following table discloses certain information regarding the Company’s Fixed-Rate Senior Notes (in millions):

	Carrying Value at December 31,					Coupon Rate at December 31, 2012	Effective Interest Rate at December 31, 2012	Maturity Date at December 31, 2012
	2012		2011
Unsecured indebtedness:
Senior Notes	$	1,825.2	$	1,658.6		4.625% – 9.625%	4.8% – 9.9%	May 2015 - July 2022
Senior Notes — Premium (Discount), net		4.0		(5.4	)
Senior Convertible Notes due 2040, net(A)		317.9		307.6		1.75%	5.3%	November 2040
Senior Convertible Notes due 2012, net		—		178.9		N/A	N/A	N/A
Total Senior Notes	$	2,147.1	$	2,139.7

(A) The Company may redeem the senior convertible notes any time on or after November 15, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date. In addition, the holders of the senior convertible notes may require the Company to repurchase their notes in whole or in part on specified dates, the first of which is November 15, 2015.

In 2012, the Company issued $450 million aggregate principal amount of 4.625% senior unsecured notes due July 2022. In June 2012, $300 million of these notes were sold at a discount to par of 98.104%, and in November 2012, $150 million were sold at a premium to par of 109.223%.

The senior convertible notes are senior unsecured obligations and rank equally with all other senior unsecured indebtedness of the Company. The senior convertible notes may be converted prior to maturity into cash equal to the lesser of the principal amount of the note or the conversion value and, to the extent the conversion value exceeds the principal amount of the note, the Company’s common shares. The senior convertible notes are subject to net settlement based on conversion prices (“Conversion Price”) that are subject to adjustment based on increases in the Company’s quarterly common share dividend. If certain conditions are met, the incremental value can be settled in cash or in the Company’s common shares at the Company’s option. The senior convertible notes may only be converted prior to maturity based on certain provisions in the governing note documents. In connection with the issuance of these notes, the Company entered into a registration rights agreement for the common shares that may be issuable upon conversion of the senior convertible notes. The senior convertible notes due 2040 have a conversion price of $15.76 and $16.19 at December 31, 2012 and 2011, respectively. The senior convertible notes due 2040 are convertible based on certain circumstances including, but not limited to, the Company’s closing sale price of its common shares for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than 125% of the conversion price per common share in effect on the applicable trading day.

The Company’s carrying amounts of its debt and equity balances for the senior convertible notes are as follows (in thousands):

	December 31,
	2012			2011
Carrying value of equity component	$	52,497		$	69,217
Principal amount of senior convertible notes	$	350,000		$	529,509
Remaining unamortized debt discount		(32,120	)		(43,004	)
Net carrying value of senior convertible notes	$	317,880		$	486,505

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As of December 31, 2012, the remaining amortization period for the debt discount was 34 months for the senior convertible notes, the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date or maturity date).

During the years ended December 31, 2012, 2011 and 2010, the Company purchased $60.0 million, $36.1 million and $259.1 million, respectively, aggregate principal amount of its outstanding senior unsecured notes. The Company recorded a net loss on retirement of $13.5 million and $0.1 million in 2012 and 2011, respectively, and a net gain of $0.1 million in 2010. The Company allocated the consideration paid for the senior convertible notes due 2011 and 2012 ($19.4 million and $140.6 million repurchased in 2011 and 2010, respectively) between the liability components and equity components based on the fair value of those components immediately prior to the purchases and recorded a gain based on the difference in the amount of consideration paid as compared to the carrying amount of the debt, net of the unamortized discount. The net loss on retirement recorded for the years ended December 31, 2011 and 2010, reflected a decrease of $0.1 million and $4.9 million, respectively, related to the impact of the convertible debt accretion.

The Company’s various fixed-rate senior notes have interest coupon rates averaging 5.8% and 5.9% at December 31, 2012 and 2011, respectively. Senior notes with an aggregate principal amount of $82.2 million may not be redeemed by the Company prior to maturity and will not be subject to any sinking fund requirements. The remaining senior notes may be redeemed based upon a yield maintenance calculation.

The fixed-rate senior notes and senior convertible notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage. Interest is paid semi-annually in arrears. At December 31, 2012 and 2011, the Company was in compliance with all of the financial and other covenants.

8.    Financial Instruments

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

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

•  Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•  Level 2	Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
•  Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

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Cash Flow and Fair Value Hedges

In 2012, the Company entered into treasury locks with an aggregate notional amount of $200.0 million. The treasury locks were terminated in connection with the issuance of the $300.0 million aggregate principal amount of senior notes in June 2012, resulting in a payment of $4.7 million to the counterparty. The treasury locks were executed to hedge the benchmark interest rate associated with forecasted interest payments associated with the then-anticipated issuance of fixed-rate borrowings. The effective portion of these hedging relationships has been deferred in accumulated other comprehensive income and will be reclassified into earnings over the term of the debt as an adjustment to interest expense, based on the effective-yield method. The amount of hedge ineffectiveness recorded was not material.

In 2012, the Company entered into eight interest rate swaps with an aggregate notional amount of $450.0 million. These swaps were executed to hedge the benchmark interest rate risk associated with a portion of the Company’s variable-rate borrowings.

Measurement of Fair Value

At December 31, 2012 and 2011, the Company used pay-fixed interest rate swaps to manage its exposure to changes in benchmark interest rates (the “Swaps”). The estimated fair values were determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivatives fell within Level 2 of the fair value hierarchy.

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets and liabilities, which consist of interest rate swap agreements (included in Other Liabilities) and marketable securities (included in Other Assets) from investments in the Company’s Elective Deferred Compensation Plan (Note 14) at December 31, 2012 and 2011, measured at fair value on a recurring basis as of December 31, 2012 and 2011, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
Assets (Liabilities):	Level 1		Level 2			Level 3		Total
December 31, 2012
Derivative Financial Instruments	$	—	$	(17.1	)	$	—	$	(17.1	)
Marketable Securities	$	2.9	$	—		$	—	$	2.9
December 31, 2011
Derivative Financial Instruments	$	—	$	(8.8	)	$	—	$	(8.8	)
Marketable Securities	$	2.7	$	—		$	—	$	2.7

The unrealized loss of $8.3 million and $3.7 million included in other comprehensive loss (“OCI”) is attributable to the net change in fair value related to derivative liabilities that remained outstanding at December 31, 2012 and 2011, respectively, none of which were reported in the Company’s consolidated statements of operations because they are documented and qualify as hedging instruments.

Other Fair Value Instruments

Investments in unconsolidated joint ventures and equity derivative instruments are considered financial assets. See discussion of fair value considerations of equity derivative instruments in Note 10 and joint venture investments in Note 11.

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

The carrying amounts reported in the consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities. The fair value of cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy.

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis, in which the Company used unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was $250.7 million and $90.6 million at December 31, 2012 and 2011, respectively, as compared to the carrying amounts of $250.4 million and $91.0 million, respectively. The carrying value of the TIF bonds, which was $5.2 million and $6.4 million at December 31, 2012 and 2011, respectively, approximated their fair value as of both dates. The fair value of loans to affiliates has been estimated by management based upon its assessment of the interest rate, credit risk and performance risk.

Debt

The fair market value of senior notes, except convertible 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, except convertible senior notes, and all other debt including convertible senior notes are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

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

Debt instruments at December 31, 2012 and 2011, with carrying values that are different than estimated fair values, are summarized as follows (in thousands):

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior notes	$	2,147,097	$	2,503,127	$	2,139,718	$	2,282,818
Revolving Credit Facilities and Term Loans		897,905		903,210		642,421		641,854
Mortgage indebtedness		1,274,141		1,324,969		1,322,445		1,352,142
	$	4,319,143	$	4,731,306	$	4,104,584	$	4,276,814

Risk Management Objective of Using Derivatives

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

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Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

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

Cash Flow Hedges of Interest Rate Risk

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

As of December 31, 2012 and 2011, the aggregate fair value of the Company’s $632.8 million and $284.1 million notional amount of Swaps was a liability of $17.1 million and $8.8 million, respectively, which is included in other liabilities in the consolidated balance sheets. The following table discloses certain information regarding the Company’s ten outstanding interest rate swaps (not including the specified spreads):

Aggregate Notional Amount (in millions)	LIBOR Fixed Rate			Maturity Date
$100.0		1.0	%	June 2014
$  50.0		0.6	%	June 2015
$100.0		0.5	%	July 2015
$  82.8		2.8	%	September 2017
$100.0		0.9	%	January 2018
$100.0		1.6	%	February 2019
$100.0		1.5	%	February 2019

All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects that within the next 12 months it will reflect an increase to interest expense (and a corresponding decrease to earnings) of $7.3 million related to the Swaps.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2012, such derivatives were used to hedge the forecasted variable cash flows associated with existing or probable future obligations. The ineffective portion of the change in the fair value of derivatives is recognized directly in earnings. During the three years ended December 31, 2012, the amount of hedge ineffectiveness recorded was not material.

The table below presents the fair value of the Company’s Swaps as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011, as follows (in millions):

	Liability Derivatives
	December 31, 2012			December 31, 2011
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate products	Other liabilities	$	17.1	Other liabilities	$	8.8

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The effect of the Company’s derivative instruments on net loss is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)								Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging	Year Ended December 31,									Year Ended December 31,
	2012			2011			2010			2012			2011			2010
Interest rate products	$	(8.3	)	$	(3.6	)	$	10.2	Interest expense	$	(0.9	)	$	(0.1	)	$	0.4

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

Credit Risk-Related Contingent Features

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

Net Investment Hedges

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

The effect of the Company’s net investment hedge derivative instruments on OCI is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Year Ended December 31,
Derivatives in Net Investment Hedging Relationships	2012		2011			2010
Euro — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiary	$	—	$	(0.2	)	$	8.6
Canadian dollar — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiaries		—		(0.4	)		(5.6	)

9.    Commitments and Contingencies

Legal Matters

The Company is a party to various joint ventures with the Coventry II Fund, through which 10 existing or proposed retail properties, along with a portfolio of former Service Merchandise locations, were acquired at various times from 2003 through 2006. The properties were acquired by the joint ventures as value-add

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investments, with major renovation and/or ground-up development contemplated for many of the properties. The Company was generally responsible for day-to-day management of the properties through December 2011. On November 4, 2009, Coventry Real Estate Advisors L.L.C., Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, “Coventry”) filed suit against the Company and certain of its affiliates and officers in the Supreme Court of the State of New York, County of New York. The complaint alleges that the Company: (i) breached contractual obligations under a co-investment agreement and various joint venture limited liability company agreements, project development agreements and management and leasing agreements; (ii) breached its fiduciary duties as a member of various limited liability companies; (iii) fraudulently induced the plaintiffs to enter into certain agreements; and (iv) made certain material misrepresentations. The complaint also requests that a general release made by Coventry in favor of the Company in connection with one of the joint venture properties be voided on the grounds of economic duress. The complaint seeks compensatory and consequential damages in an amount not less than $500 million, as well as punitive damages. In response, the Company filed a motion to dismiss the complaint or, in the alternative, to sever the plaintiffs’ claims. In June 2010, the court granted in part the Company’s motion, dismissing Coventry’s claim that the Company breached a fiduciary duty owed to Coventry (and denying the motion as to the other claims). Coventry filed a notice of appeal regarding that portion of the motion granted by the court. The appeals court affirmed the trial court’s ruling regarding the dismissal of Coventry’s claim for breach of fiduciary duty. The Company filed an answer to the complaint, and has asserted various counterclaims against Coventry. On October 10, 2011, the Company filed a motion for summary judgment, seeking dismissal of all of Coventry’s remaining claims. The motion is currently pending before the court.

The Company believes that the allegations in the lawsuit are without merit and that it has strong defenses against this lawsuit. The Company will continue to vigorously defend itself against the allegations contained in the complaint. This lawsuit is subject to the uncertainties inherent in the litigation process and, therefore, no assurance can be given as to its ultimate outcome and no loss provision has been recorded in the accompanying financial statements because a loss contingency is not deemed probable or estimable. However, based on the information presently available to the Company, the Company does not expect that the ultimate resolution of this lawsuit will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

On November 18, 2009, the Company filed a complaint against Coventry in the Court of Common Pleas, Cuyahoga County, Ohio, seeking, among other things, a temporary restraining order enjoining Coventry from terminating “for cause” the management agreements between the Company and the various joint ventures because the Company believes that the requisite conduct in a “for-cause” termination (i.e., fraud or willful misconduct committed by an executive of the Company at the level of at least senior vice president) did not occur. The court heard testimony in support of the Company’s motion (and Coventry’s opposition) and, on December 4, 2009, issued a ruling in the Company’s favor. Specifically, the court issued a temporary restraining order enjoining Coventry from terminating the Company as property manager “for cause.” The court found that the Company was likely to succeed on the merits, that immediate and irreparable injury, loss or damage would result to the Company in the absence of such restraint, and that the balance of equities favored injunctive relief in the Company’s favor. The Company filed a motion for summary judgment seeking a ruling by the Court that there was no basis for Coventry’s “for cause” termination as a matter of law. On August 2, 2011, the court entered an order granting the Company’s motion for summary judgment in all respects, finding that, as a matter of law and fact, Coventry did not have the right to terminate the management agreements “for cause.” Coventry filed a notice of appeal, and on March 15, 2012, the Ohio Court of Appeals issued an opinion and order unanimously affirming the trial court’s ruling. No further appeal was undertaken in this case.

In addition to the litigation discussed above, 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.

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Commitments and Guaranties

In conjunction with the development and expansion of various shopping centers, the Company has entered into agreements with general contractors for the construction of shopping centers aggregating approximately $34.9 million as of December 31, 2012.

At December 31, 2012, the Company had outstanding letters of credit of $44.4 million. The Company has not recorded any obligation associated with these letters of credit. The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company.

In connection with the development of shopping centers owned by certain affiliates, the Company and/or its equity affiliates have agreed to fund the required capital associated with approved development projects aggregating approximately $7.6 million at December 31, 2012. These obligations, composed principally of construction contracts, are generally due in 12 to 36 months, as the related construction costs are incurred, and are expected to be financed through new or existing construction loans, revolving credit facilities and retained capital. The Company is entitled to receive a priority return on these capital advances at a rate of 8.5%.

In connection with certain of the Company’s unconsolidated joint ventures, the Company agreed to fund amounts due to the joint venture’s lender if such amounts are not paid by the joint venture based on the Company’s pro rata share of such amount, aggregating $15.4 million at December 31, 2012.

In connection with Service Holdings LLC, the Company guaranteed the annual base rental income for various affiliates of Service Holdings in the aggregate amount of $2.2 million. The Company has not recorded a liability for the guaranty, as the subtenants of Service Holdings are paying rent as due. The Company has recourse against the other parties in the partnership in the event of default. No assets of the Company are currently held as collateral to pay this guaranty.

The Company has guaranteed certain special assessment and revenue bonds issued by the Midtown Miami Community Development District. The bond proceeds were used to finance certain infrastructure and parking facility improvements. In the event of a debt service shortfall, the Company is responsible for satisfying the shortfall. There are no assets held as collateral or liabilities recorded related to these guaranties. To date, tax revenues have exceeded the debt service payments for these bonds.

Leases

The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2070, with renewal options. Space in the shopping centers is leased to tenants pursuant to agreements that provide for terms ranging generally from one month to 30 years and, in some cases, for annual rentals subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements.

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	558,615
2014		501,262
2015		437,489
2016		365,587
2017		280,403
Thereafter		1,010,690
	$	3,154,046

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Scheduled minimum rental payments under the terms of all non-cancelable operating leases in which the Company is the lessee, principally for office space and ground leases, for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	3,724
2014		3,290
2015		3,780
2016		3,609
2017		3,048
Thereafter		118,557
	$	136,008

10.    Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

Non-Controlling Interests

Non-controlling interests consist of the following (in millions):

	December 31,
	2012		2011
Consolidated joint venture interests primarily outside the United States	$	13.8	$	21.6
Shopping centers and development parcels in various states		3.1		3.2
Operating partnership units		7.4		7.4
	$	24.3	$	32.2

In 2012, the Company’s consolidated joint venture sold its investment in land held for development in Russia (the “Yaroslavl Project”) (Notes 12 and 13).

At December 31, 2012 and 2011, the Company had 369,176 operating partnership units (“OP Units”) outstanding. These OP Units, issued to different partnerships, are exchangeable, at the election of the OP Unit holder, and under certain circumstances at the option of the Company, into an equivalent number of the Company’s common shares or for the equivalent amount of cash. Most of these OP Units have registration rights agreements equivalent to the number of OP Units held by the holder if the Company elects to settle in its common shares. The OP Units are classified on the Company’s balance sheet as non-controlling interests.

The OP Unit holders are entitled to receive distributions, per OP Unit, equal to the per share distributions on the Company’s common shares. At December 31, 2012 and 2011, the Company had 29,525 redeemable OP Units outstanding. Redeemable OP Units are presented at the greater of their carrying amount (for all periods presented) or redemption value at the end of each reporting period. Changes in the value from period to period are recorded to paid-in capital in the Company’s consolidated balance sheets.

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Preferred Shares

The Company’s preferred shares outstanding at December 31 are as follows (in thousands):

	December 31,
	2012		2011
Class H — 7.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 410,000 shares issued and outstanding at December 31, 2012 and 2011	$	205,000	$	205,000
Class I — 7.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 340,000 shares issued and outstanding at December 31, 2011		—		170,000
Class J — 6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2012		200,000		—
	$	405,000	$	375,000

In August 2012, the Company issued $200.0 million of its newly designated 6.50% Class J cumulative redeemable preferred shares (“Class J Preferred Shares”) at a price of $500.00 per share (or $25.00 per depositary share). In addition, in August 2012, the Company redeemed all outstanding shares of its 7.50% Class I cumulative redeemable preferred shares (“Class I Preferred Shares”) at a redemption price of $25.1875 per Class I depositary share (the sum of $25.00 per depositary share and dividends per depositary share of $0.1875 prorated to the redemption date). The Company recorded a charge of $5.8 million to net loss attributable to common shareholders related to the write-off of the Class I Preferred Shares’ original issuance costs.

The Class H and Class J depositary shares represent 1/20 of a Class H and Class J preferred share and have a stated value of $500 per share. The Class H depositary shares are redeemable by the Company and the Class J depositary shares are not redeemable by the Company prior to August 1, 2017, except in certain circumstances relating to the preservation of the Company’s status as a REIT.

The Company’s authorized preferred shares consist of the following:

• 750,000 Class A Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class B Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class C Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class D Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class E Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class F Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class G Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class H Cumulative Redeemable Preferred Shares, without par value

• 750,000 Class I Cumulative Redeemable Preferred Shares, without par value**

• 750,000 Class J Cumulative Redeemable Preferred Shares, without par value***

• 750,000 Class K Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Non-Cumulative Preferred Shares, without par value*

• 2,000,000 Cumulative Voting Preferred Shares, without par value*

* None outstanding at December 31, 2012 or 2011.

** None outstanding at December 31, 2012.

*** None outstanding at December 31, 2011.

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Common Shares

The Company’s common shares have a $0.10 per share par value. Dividends declared per share of common stock were $0.48, $0.22 and $0.08 for 2012, 2011 and 2010, respectively, which were paid in cash.

The Company issued common shares, including through the use of its continuous equity programs, for the years ended December 31, 2012, 2011 and 2010, as follows (amounts in millions, except per share):

	Number of Shares Sold		Average Price Per Share		Net Proceeds
2012		36.5	$	13.98	$	493.2
2011		9.5	$	13.71	$	129.7
2010		53.0	$	8.33	$	441.3

Equity Derivative Instruments—Otto Transaction

In 2009, the Company issued 32.9 million common shares and warrants to purchase 10.0 million common shares to Mr. Alexander Otto (the “Investor”) and certain members of the Otto family (collectively with the Investor, the “Otto Family”) for aggregate gross proceeds of $112.5 million (the “Stock Purchase Agreement”). No separate consideration was paid for the warrants. The share issuances, together with the warrant issuances, are collectively referred to as the “Otto Transaction.” In March 2011, the Otto Family exercised all 10.0 million warrants for cash at $6.00 per common share. The exercise price of the warrants was also subject to downward adjustment if the weighted-average purchase price of all additional common shares sold, as defined, from the date of issuance of the applicable warrant was less than $6.00 per share (herein, along with the share issuances, referred to as “Downward Price Protection Provisions”).

Although not triggered prior to the exercise in March 2011, the exercise price of the warrants was subject to the Downward Price Protection Provisions, described above, which resulted in the warrants being required to be recorded at fair value as of the shareholder approval date of the Stock Purchase Agreement, which was April 9, 2009, and marked-to-market through earnings as of each balance sheet date thereafter until the exercise date of March 18, 2011. These equity derivative instruments were issued as part of the Company’s overall deleveraging strategy and were not issued in connection with any speculative trading activity or to mitigate any market risks.

The fair value of the Company’s equity derivative instruments (warrants) had a fair value of $74.3 million at March 18, 2011, the exercise date. Upon exercise and issuance of common shares, this liability was reclassified to paid-in capital and aggregated with the cash proceeds in the consolidated statement of equity.

The effect of the Company’s equity derivative instruments on net loss is as follows (in millions):

Derivatives Not Designated as Hedging Instruments		Year Ended December 31,
	Income Statement Location	2011		2010
Warrants	Gain (loss) on equity derivative instruments	$	21.9	$	(40.1	)

The gain/loss above for this contract was derived principally from the changes in the Company’s stock price from April 9, 2009, the shareholder approval date, through December 31, 2010 or March 18, 2011, the exercise date of the warrants.

Measurement of Fair Value—Equity Derivative Instruments Valued on a Recurring Basis

The valuation of these instruments was determined using an option pricing model that considered all relevant assumptions including the Downward Price Protection Provisions. The two key unobservable input assumptions included in the valuation of the warrants were the volatility and dividend yield. Both measures were

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susceptible to change over time given the impact of movements in the Company’s common share price on each. The dividend yield assumptions used ranged from 3.0% to 3.2% through the exercise date in 2011 and from 2.4% to 4.2% in 2010. Since the initial valuation date, the Company used historical volatility assumptions to determine the estimate of fair value of the five-year warrants. The Company believed that the long-term historic volatility better represented the long-term future volatility and was more consistent with how an investor would view the value of these securities. The Company continually reassessed these assumptions and reviewed the assumptions again in March 2011 upon notification from the Otto Family regarding its exercise of the warrants. The Company determined that an implied volatility assumption was more representative of how a market participant would value the instruments given the shorter term nature of the warrants. The volatility assumptions used were 36.6% in the first quarter of 2011 and 79.1% in 2010. The Company determined that the warrants fell within Level 3 of the fair value hierarchy due to the volatility and dividend yield assumptions used in the overall valuation.

The following table presents information about the Company’s equity derivative instrument (in millions) that was a liability at December 31, 2010, measured at fair value on a recurring basis as of December 31, 2010, and 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
December 31, 2010
Warrants	$	—	$	—	$	96.2	$	96.2

The table below presents a reconciliation of the beginning and ending balances of the equity derivative instruments that were included in Other Liabilities at December 31, 2010, having fair value measurements based on significant unobservable inputs (Level 3) (in millions):

	Equity Derivative Instruments— Liability
Balance of Level 3 at December 31, 2010	$	96.2
Unrealized gain		(21.9	)
Transfer out of liability to paid-in capital		(74.3	)
Balance of Level 3 at December 31, 2011	$	—

11.    Impairment Charges and Impairment of Joint Venture Investments

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

	For the Year Ended December 31,
	2012		2011		2010
Land held for development(A)	$	10.1	$	54.2	$	54.3
Undeveloped land(B),(C)		20.1		9.0		30.5
Assets marketed for sale(C)		75.2		4.7		—
Total continuing operations	$	105.4	$	67.9	$	84.8
Sold assets		21.1		57.9		51.8
Assets formerly occupied by Mervyns(D)		—		—		35.3
Total discontinued operations	$	21.1	$	57.9	$	87.1
Joint venture investments(E)		26.7		2.9		0.2
Total impairment charges	$	153.2	$	128.7	$	172.1

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(A) Amounts reported in the year ended December 31, 2012, primarily related to land held for development in Canada that was owned through a consolidated joint venture (Note 13). This asset impairment was triggered primarily by the Company’s decision to dispose of its interest in lieu of development and the related execution of agreements for the sale of its interest in this project to its partner.

Amounts reported in the year ended December 31, 2011, primarily related to the Yaroslavl Project and land held for development in Canada that were owned through consolidated joint ventures. The Company’s proportionate share of the loss was $50.4 million after adjusting for the allocation of loss to the non-controlling interest in certain of the projects. The asset impairments primarily were triggered by the Company’s decision to dispose of its interest in lieu of development for certain of the projects and the related execution of agreements for the sale or partial sale of its interest in these projects. The Company sold its interest in the land held for development in Canada in the fourth quarter of 2011 to its joint venture partner in the project (Note 13). The Yaroslavl Project was sold to a third party in the first quarter of 2012 (Note 13).

Amounts reported in the year ended December 31, 2010, primarily related to land held for development in Russia that included the Yaroslavl Project, which is owned through a consolidated joint venture. The Company’s proportionate share of the loss was $41.9 million after adjusting for the allocation of loss to the non-controlling interest. The asset impairments were triggered in the second quarter of 2010 primarily due to a change in the Company’s investment plans for these projects.

(B) Amounts reported in 2010 include a $19.3 million impairment charge associated with an abandoned development project. A subsidiary of the Company’s TRS acquired a leasehold interest in a development project in Norwood, Massachusetts, as part of a portfolio acquisition in 2003. The Company no longer expected to fund the ground rent expense in 2010, which triggered the impairment, and the ground lease was subsequently terminated in 2011.

(C) These charges were triggered primarily due to the Company’s marketing of these assets for sale and management’s assessment of the likelihood and timing of a potential transaction.

(D) As discussed in Notes 1 and 12, these assets were deconsolidated in 2010, and all operating results have been reclassified as discontinued operations. For the year ended December 31, 2010, the Company’s proportionate share of these impairment charges was $16.5 million after adjusting for the allocation of loss to the non-controlling interest in this previously consolidated joint venture. The 2010 impairment charges were triggered primarily due to a change in the Company’s business plans for these assets and the resulting impact on its holding period assumptions for this substantially vacant portfolio. During 2010, the Company determined it was no longer committed to the long-term management and investment in these assets.

(E) Represents “other than temporary impairment” charges on unconsolidated joint venture investments. In 2012, the Company recorded a $26.1 million charge related to its interest in the Coventry II DDR Montgomery Farm LLC joint venture that owned a mixed-use project located in Allen, TX. The Company determined that its investment had suffered an other than temporary impairment due to deteriorating relations between the lender and the Company’s partner and the resulting impact on the asset’s value. In September 2012, the Company satisfied its remaining guaranty of the construction loan. In November 2012, the Company sold its interest in the joint venture.

Items Measured at Fair Value on a Non-Recurring Basis

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

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obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development, the significant assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. For investments in unconsolidated joint ventures, the Company also considered the valuation of any underlying joint venture debt. These valuation adjustments were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

Items Measured at Fair Value on a Non-Recurring Basis

The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the years ended December 31, 2012, 2011 and 2010. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2012
Long-lived assets held and used	$	—	$	—	$	180.7	$	180.7	$	126.5
Unconsolidated joint venture investments		—		—		4.7		4.7		26.7
Deconsolidated joint venture investment		—		—		56.1		56.1		9.3
December 31, 2011
Long-lived assets held and used and held for sale		—		—		212.0		212.0		125.8
Unconsolidated joint venture investments		—		—		5.5		5.5		2.9
December 31, 2010
Long-lived assets held and used		—		—		229.2		229.2		171.9
Unconsolidated joint venture investments		—		—		—		—		0.2

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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):

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 12/31/12		Valuation Technique	Unobservable Input	Range
Impairment of consolidated assets	$	136.6	Indicative Bid	Indicative Bid	N/A(A)
Impairment of consolidated assets		44.1	Income Capitalization Approach(B)	Market Capitalization Rate	8% - 12%(B)
				Price Per Square Foot	$15 to $47 per square foot(B)
Impairment of joint venture investments		4.7	Income Capitalization Approach	Market Capitalization Rate	8%(C)
Impairment of joint venture investments		—	Discounted Cash Flow	Discount Rate	11%
				Terminal Capitalization Rate	5.5% - 8.5%
Deconsolidated joint venture investment(D)		56.1	Discounted Cash Flow	Discount Rate	8% - 15%

(A) These fair value measurements were developed by third-party sources, subject to the Company’s corroboration for reasonableness.

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

(C) The fair value measurements also include consideration of the fair market value of debt. These inputs are further described in the debt section of Note 8.

(D) Related to loss reported in Change in Control and Sale of Interests (Note 2).

12.    Discontinued Operations and Disposition of Real Estate and Real Estate Investments

Discontinued Operations

During the year ended December 31, 2012, the Company sold 29 properties (including the one asset considered held for sale at December 31, 2011) that were classified as discontinued operations for the years ended December 31, 2012, 2011 and 2010.

Included in discontinued operations for the three years ended December 31, 2012, are 120 properties (including the deconsolidated properties noted below). Of these properties, 88 were previously included in the shopping center segment, and six were previously included in the other investments segment (none remaining at December 31, 2012). In addition, included in discontinued operations are 26 other properties that were deconsolidated for accounting purposes in 2011 and 2010, which primarily represented the activity associated with the joint venture that owned the underlying real estate formally occupied by Mervyns. The operations of these properties were classified as discontinued operations for all periods presented, as the Company has no significant continuing involvement.

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The operating results related to assets sold, designated as held for sale or deconsolidated as of December 31, 2012, is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Revenues	$	9,265		$	48,987		$	73,152
Operating expenses		4,186			19,735			32,488
Impairment charges		21,076			57,932			87,045
Interest, net		1,961			13,194			26,669
Debt extinguishment costs, net		—			7,191			409
Depreciation and amortization		2,305			14,404			24,323
		29,528			112,456			170,934
Loss from discontinued operations		(20,263	)		(63,469	)		(97,782	)
Gain on deconsolidation of interests		—			4,716			5,221
Gain on disposition of real estate, net of tax		3,847			40,163			5,775
Loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)

Disposition of Real Estate and Real Estate Investments

The Company recorded net gains on disposition of real estate and real estate investments as follows (in millions):

	For the Year Ended December 31
	2012		2011			2010
Land sales(A)	$	5.6	$	(0.4	)	$	1.0
Previously deferred gains and other gains and losses on dispositions(B)		0.3		7.5			0.3
	$	5.9	$	7.1		$	1.3

(A) These dispositions did not meet the criteria for discontinued operations, as the land did not have any significant operations prior to disposition.

(B) These gains are a result of partial asset sales that did not meet the criteria for discontinued operations and assets that were contributed to joint ventures in prior years.

13.    Transactions with Related Parties

In 2012, the Company sold its interest in a consolidated joint venture in East Gwillimbury, Canada, to its joint venture partner (Note 11). In 2011, the Company sold its interest in a consolidated joint venture in Brampton, Canada, to its joint venture partner (Note 11). In 2011, the Company sold its interest in an unconsolidated joint venture in Wisconsin to its joint venture partner.

The Investor (Note 10) is the Chief Executive Officer of ECE Projektmanagement G.m.b.H. & Co. KG (“ECE”), which is a fully integrated international developer, owner and manager of shopping centers. In May 2007, DDR and ECE formed a joint venture to fund investments in new retail developments to be constructed in western Russia and Ukraine (“ECE Joint Venture”). DDR contributed 75% of the equity of the joint venture, and ECE contributed the remaining 25% of the equity. The Company consolidates this entity. ECE, through its wholly-owned affiliates, was to provide development, property management, leasing and asset management services to the ECE Joint Venture and be paid fees, pursuant to service agreements. In addition, two of the Company’s directors hold various positions with affiliates of ECE, the Otto Family and/or the ECE Joint

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Venture’s general partner. In 2011, the ECE Joint Venture entered into an agreement to sell the Yaroslavl Project (Note 10 and 11), which was sold in 2012. In connection with the sale, an affiliate of the Company’s joint venture partner entered into certain leasing and management agreements with the buyer of the Yaroslavl Project and will receive fees in exchange for its services.

In April 2009, the Company entered into a $60 million secured bridge loan with an affiliate of the Otto Family. The bridge loan was repaid in May 2009 with the proceeds of a $60 million collateralized loan also obtained from an affiliate of the Otto Family. The loan had an interest rate of 9% and was collateralized by a shopping center. The Company repaid this loan, at par, in 2010 and paid a prepayment penalty of $0.9 million. The Company paid interest of $1.9 million on these loans for the year ended December 31, 2010.

In September 2010, the Company funded a $31.7 million mezzanine loan to a subsidiary of EDT Retail Trust (“EDT”) collateralized by equity interests in six shopping center assets managed by the Company. The mezzanine loan bears interest at a fixed rate of 10% and matures in 2017. The Company recorded $1.5 million of interest income through the period in which EDT owned the assets, or June 2012, and $3.2 million and $0.9 million in interest income for the years ended December 31, 2011 and 2010, respectively. This loan was assumed by the Company’s unconsolidated joint venture BRE DDR Retail Holdings, LLC and is included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2012 (Note 2). Although the Company’s interest in EDT was redeemed in 2009, the Company retained two positions on EDT’s board of directors through June 2012.

Transactions with the Company’s equity affiliates are described in Note 2.

14.    Benefit Plans

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, awards available for grant were 8.9 million common shares at December 31, 2012.

During 2012, 2011 and 2010, $6.4 million, $6.8 million and $5.7 million, respectively, was charged to expense associated with awards under the Company’s equity-based award plans. This charge is included in general and administrative expenses in the Company’s consolidated statements of operations.

Stock Options

Stock options may be granted at per-share prices not less than fair market value at the date of grant and must be exercised within the maximum contractual term of 10 years thereof. Options granted under the plans generally vest over three years in one-third increments, beginning one year after the date of grant.

In previous years, the Company granted options to its directors. Options are no longer granted to the Company’s directors. Such options were granted at the fair market value of the Company’s common shares on the date of grant.

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The fair values for option awards granted in 2012, 2011 and 2010 were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Year Ended December 31,
	2012	2011	2010
Weighted-average fair value of grants	$5.07	$5.63	$5.30
Risk-free interest rate (range)	0.5% - 1.1%	1.4% -3.0%	1.4% -2.6%
Dividend yield (range)	3.6% - 4.7%	3.4% - 4.9%	4.2% - 5.6%
Expected life (range)	4 - 5 years	7 years	4 - 5 years
Expected volatility (range)	50.8% - 66.8%	52.1% - 69.0%	87.0% - 97.8%

The risk-free rate was based upon a U.S. Treasury Strip with a maturity date that approximates the expected term of the award. The expected life of the award was derived by referring to actual exercise experience. The expected volatility of the stock was derived by using a 50/50 blend of implied and historical changes in the Company’s historical stock prices over a time frame consistent with the expected life of the award.

The following table reflects the stock option activity described above:

							Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
	Number of Options
	Employees			Directors
	(thousands)
Balance December 31, 2009		3,330			22		$	29.02
Granted		373			—			10.37
Exercised		(212	)		—			6.02
Forfeited		(268	)		(2	)		30.21
Balance December 31, 2010		3,223			20		$	28.28
Granted		276			—			13.72
Exercised		(192	)		—			6.39
Forfeited		(624	)		(10	)		41.02
Balance December 31, 2011		2,683			10		$	25.35
Granted		345			—			13.87
Exercised		(266	)		—			6.54
Forfeited		(166	)		(10	)		26.21
Balance December 31, 2012		2,596			—		$	25.70		5.3	$	7,877
Options exercisable at December 31,
2012		2,035			—		$	29.12		4.5	$	6,538
2011		2,230			10		$	28.00		5.2	$	5,177
2010		2,900			20		$	30.27		5.8	$	8,035

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The following table summarizes the characteristics of the options outstanding at December 31, 2012 (in thousands):

	Options Outstanding
Range of Exercise Prices	Outstanding as of 12/31/12		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Options Exercisable
							Exercisable as of 12/31/12		Weighted- Average Exercise Price
$0.00-$6.50		569		6.0	$	6.01		569	$	6.01
$6.51-$12.50		276		7.3		10.42		172		10.37
$12.51-$29.50		611		7.6		15.11		154		18.65
$29.51-$49.50		781		3.1		38.05		781		38.05
$49.51-$69.50		359		3.7		59.87		359		59.87
		2,596		5.3	$	25.70		2,035	$	29.12

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2012 (options in thousands):

	Options			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		453		$	5.34
Granted		345			5.06
Vested		(184	)		5.21
Forfeited		(53	)		5.19
Unvested at December 31, 2012		561		$	5.21

As of December 31, 2012, total unrecognized stock option compensation cost granted under the plans was $1.7 million, expected to be recognized over a weighted-average 1.8-year term.

Exercises of Employee Stock Options

The total intrinsic value of options exercised for the year ended December 31, 2012, was $2.2 million. The total cash received from employees as a result of employee stock option exercises for the year ended December 31, 2012 and 2011, was $1.7 million and $2.0 million, respectively. The Company settles employee stock option exercises primarily with newly issued common shares or with treasury shares, if available.

Restricted Stock Awards

In 2012, 2011 and 2010, the Board of Directors approved grants of 0.3 million, 0.2 million and 0.6 million restricted common shares, respectively, to executives of the Company. The restricted stock grants generally vest in equal annual amounts over a four-year period. Restricted share awards have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding. These grants have a weighted-average fair value at the date of grant ranging from $9.25 to $15.36, which was equal to the market value of the Company’s common shares at the date of grant. In 2012, 2011 and 2010, grants of 0.1 million common shares, in each year, were issued as compensation to the Company’s outside directors. These grants were issued equal to the market value of the Company’s common shares at the date of grant and immediately vested upon grant.

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The following table reflects the activity for unvested restricted stock awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		728		$	9.31
Granted		299			13.92
Vested		(433	)		8.22
Forfeited		(46	)		12.76
Unvested at December 31, 2012		548		$	12.39

As of December 31, 2012, total unrecognized compensation of restricted stock award arrangements granted under the plans was $6.8 million, expected to be recognized over a weighted-average, 2.3 year term.

Value Sharing Equity Program

In 2009, the Company’s Board of Directors approved and adopted the Value Sharing Equity Program (the “VSEP”) and the grant of awards to certain of the Company’s executives. The VSEP was designed to allow the Company to reward participants with a portion of “Value Created” on six specified measurement dates, the last of which occurred on December 31, 2012. The Company measured the Value Created during the period between the start of the VSEP and the applicable measurement date. Value Created was measured as the increase in the Company’s market capitalization (i.e., the product of the Company’s share price and the number of shares outstanding as of the measurement date), as adjusted for any equity issuances or equity repurchases between the start of the VSEP and the applicable measurement date.

Each participant was assigned a “percentage share” of the Value Created. On December 31, 2012, the final measurement date, each participant received a number of the Company’s common shares with an aggregate value equal to the participant’s full percentage share of the Value Created, although the number of the Company’s common shares awarded to a participant was reduced by the number of the Company’s common shares previously earned by the participant as of prior measurement dates. This prevented the participants from benefiting more than once for increases in the shares price of the Company’s common shares that occurred during earlier measurement periods.

The Company’s common shares granted to a participant are subject to an additional time-based vesting period and will generally vest in 20% annual increments beginning on the date of grant and on each of the first four anniversaries of the date of grant. The fair value of the 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	1.9%
Dividend yield	6.2%
Expected life	3.4 years
Expected volatility	88%

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The following table reflects the activity for unvested VSEP awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		1,182		$	13.34
Issued		1,401			14.98
Vested		(706	)		14.04
Forfeited		(9	)		13.42
Unvested at December 31, 2012		1,868		$	14.31

As of December 31, 2012, $3.2 million of total unrecognized compensation costs was related to the two market-metric components associated with the awards granted under the VSEP and are expected to be recognized over the remaining four-year term, which includes the vesting period.

401(k) Plan

The Company has a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company that permits participants to defer up to a maximum of 50% of their compensation subject to statutory limits. The Company matches the participant’s contribution in an amount equal to 50% of the participant’s elective deferral for the plan year up to a maximum of 6% of a participant’s base salary plus annual cash bonus, not to exceed the sum of 3% of the participant’s base salary plus annual cash bonus. The Company’s plan allows for the Company to make additional discretionary contributions. No discretionary contributions have been made. Employees’ contributions are fully vested, and the Company’s matching contributions vest 20% per year over five years. The Company funds all matching contributions with cash. The Company’s contributions for each of the three years ended December 31, 2012, 2011 and 2010, were $1.0 million, $1.1 million and $1.1 million, respectively. The 401(k) plan is fully funded at December 31, 2012.

Elective Deferred Compensation Plan

The Company has a non-qualified elective deferred compensation plan (“Elective Deferred Compensation Plan”) for certain officers that permits participants to defer up to 100% of their base salaries and annual performance-based cash bonuses, less applicable taxes and benefits deductions. The Company provides a matching contribution to any participant who has contributed the maximum permitted under the 401(k) plan. This matching contribution is equal to the difference between (a) 3% of the sum of the participant’s base salary and annual performance-based bonus deferred under the 401(k) plan and the deferred compensation combined and (b) the actual employer matching contribution under the 401(k) plan. Deferred compensation related to an employee contribution is charged to expense and is fully vested. Deferred compensation related to the Company’s matching contribution is charged to expense and vests 20% per year. Once an employee has been with the Company five years, all matching contributions are fully vested. The Company’s contributions were $0.1 million for the years ended December 31, 2012, 2011 and 2010. At December 31, 2012 and 2011, deferred compensation under the Elective Deferred Compensation Plan aggregated $2.9 million and $2.7 million, respectively. The Elective Deferred Compensation Plan is fully funded at December 31, 2012.

Equity Deferred Compensation Plan

The Company maintains the DDR Corp. Equity Deferred Compensation Plan (the “Equity Deferred Compensation Plan”), a non-qualified compensation plan for certain officers and directors of the Company to defer the receipt of restricted shares. At December 31, 2012 and 2011, there were 0.5 million and 0.4 million common shares of the Company in the Equity Deferred Compensation Plan valued at $7.2 million and $4.9 million, respectively. The Equity Deferred Compensation Plan was fully funded at December 31, 2012.

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Vesting of restricted share grants of approximately 0.1 million common shares in 2012, 2011 and 2010 was deferred through the Equity Deferred Compensation Plan. The Company recorded $1.8 million, $1.4 million and $1.2 million in 2012, 2011 and 2010, respectively, in equity as deferred compensation obligations for the vested restricted shares deferred into the Equity Deferred Compensation Plan.

In 2012, 2011 and 2010, certain officers elected to have their deferred compensation distributed, which resulted in a reduction of the deferred obligation of $1.1 million, $2.3 million and $5.5 million, respectively.

Directors’ Deferred Compensation Plan

In 2000, the Company established the Directors’ Deferred Compensation Plan (the “Directors Plan”), a non-qualified compensation plan for the directors of the Company to defer the receipt of quarterly compensation. At December 31, 2012 and 2011, there were 0.4 million and 0.3 million common shares of the Company in the Directors Plan valued at $5.7 million and $3.7 million, respectively. The Directors Plan was fully funded at December 31, 2012.

15.    Earnings and Dividends Per Share

The Company’s unvested restricted share units contain rights to receive nonforfeitable dividends and thus are participating securities requiring the two-class method of computing earnings per share (“EPS”). Under the two-class method, EPS is computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted-average shares outstanding during the period. The following table provides a reconciliation of net loss from continuing operations and the number of common shares used in the computations of “basic” EPS, which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts):

	For the Year Ended December 31,
	2012			2011			2010
Basic Earnings:
Continuing Operations:
Loss from continuing operations	$	(14,776	)	$	(7,886	)	$	(162,253	)
Plus: Gain on disposition of real estate		5,863			7,079			1,318
Plus: (Loss) income attributable to non-controlling interests		(493	)		3,543			12,071
(Loss) income from continuing operations attributable to DDR		(9,406	)		2,736			(148,864	)
Write-off of preferred share original issuance costs		(5,804	)		(6,402	)		—
Preferred dividends		(28,645	)		(31,587	)		(42,269	)
Basic — Loss from continuing operations attributable to DDR common shareholders		(43,855	)		(35,253	)		(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Basic — Loss from continuing operations	$	(44,969	)	$	(35,741	)	$	(191,288	)
Discontinued Operations:
Loss from discontinued operations		(16,416	)		(18,590	)		(86,786	)
Plus: Income attributable to non-controlling interests		—			—			26,292
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Basic — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(54,331	)	$	(251,782	)

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	For the Year Ended December 31,
	2012			2011			2010
Diluted Earnings:
Continuing Operations:
Basic — Loss from continuing operations attributable to DDR common shareholders	$	(43,855	)	$	(35,253	)	$	(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Less: Fair value of Otto Family warrants		—			(21,926	)		—
Diluted — Loss from continuing operations	$	(44,969	)	$	(57,667	)	$	(191,288	)
Discontinued Operations:
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Diluted — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(76,257	)	$	(251,782	)
Number of Shares:
Basic — Average shares outstanding		291,726			270,278			244,712
Effect of dilutive securities — Warrants		—			1,194			—
Diluted — Average shares outstanding		291,726			271,472			244,712
Basic Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.13	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.20	)	$	(1.03	)
Dilutive Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.21	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.28	)	$	(1.03	)

Basic average shares outstanding do not include restricted shares totaling 2.4 million, 1.9 million and 1.9 million that were not vested at December 31, 2012, 2011, and 2010, respectively (Note 14).

The following potentially dilutive securities are considered in the calculation of EPS as described below:

Potentially Dilutive Securities

• Options to purchase 2.6 million, 2.7 million and 3.2 million common shares were outstanding at December 31, 2012, 2011 and 2010, respectively (Note 14). These outstanding options were not considered in the computation of diluted EPS for all of the periods presented, as the options were anti-dilutive due to the Company’s loss from continuing operations.

• The exchange into common shares associated with OP Units was not included in the computation of diluted shares outstanding for 2012, 2011 or 2010 because the effect of assuming conversion was anti-dilutive (Note 10).

• The Company’s senior convertible notes due 2040, which are convertible into common shares of the Company with a conversion price of $15.76 at December 31, 2012, were not included in the computation

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of diluted EPS for all periods presented because the Company’s common share price did not exceed 125% of the conversion price (Note 7) in this period and would therefore be anti-dilutive. The Company’s senior convertible notes due 2012 and 2011, which were convertible into common shares of the Company, were not included in the computation of diluted EPS for all periods presented because the Company’s common share price did not exceed the conversion prices in these periods and would therefore have been anti-dilutive. The senior convertible notes due 2012 were repaid at maturity in March 2012, and the senior convertible notes due 2011 were repaid at maturity in August 2011. In addition, the purchased options related to these two senior convertible note issuances were not included in the computation of diluted EPS for all periods presented because the purchase options were anti-dilutive.

• Shares subject to issuance under the Company’s VSEP (Note 14) were not considered in the computation of diluted EPS for the years ended December 2011 and 2010 because they were anti-dilutive due to the Company’s loss from continuing operations. The final measurement period was December 31, 2012 and, accordingly, not considered for the 2012 computation.

• Warrants to purchase 10.0 million common shares issued in 2009 and exercised in March 2011 were dilutive for 2011 and were included in the calculation of diluted EPS. In 2010, these warrants were not included in the computation of diluted EPS, as the warrants were anti-dilutive (Note 10). This agreement was not in effect in 2012, as they were exercised in March 2011.

• The 19.0 million common shares that were subject to the forward equity agreements entered into in January 2012 were not included in the computation of diluted EPS using the treasury stock method prior to the date of settlement, because they were anti-dilutive due to the Company’s loss from continuing operations. The Company settled the forward equity agreements in June 2012. This agreement was not in effect in 2011 and 2010. The forward equity agreement entered into in March 2011 for 9.5 million common shares was not included in the computation of diluted EPS using the treasury stock method for the year ended December 31, 2011, due to the Company’s loss from continuing operations. These shares were issued in April 2011. This agreement was not in effect in 2010.

16.    Income Taxes

The Company elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for the three years ended December 31, 2012, no U.S. federal income or excise taxes were incurred.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, at December 31, 2012, the Company has taxable REIT subsidiaries that generate taxable income from non-REIT activities and is subject to federal, state and local income taxes.

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company utilizes its TRS to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT. In addition, the Company is subject to income tax for its operations in Puerto Rico.

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At December 31, 2012, 2011 and 2010, the tax cost basis of assets was $8.7 billion, $8.5 billion and $8.6 billion, respectively. For the year ended December 31, 2012, the Company recorded a net payment of $1.1 million. For the years ended December 31, 2011 and 2010, the Company recorded a net refund of $0.5 million and $2.1 million, respectively. These amounts reflect taxes paid to federal and state authorities for franchise and other taxes.

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Book (loss) income before income taxes — TRS	$	(16,934	)	$	4,738		$	(22,843	)
Components of income tax expense (benefit) are as follows:
Current:
Federal	$	—		$	351		$	(1,775	)
State and local		—			—			—
		—			351			(1,775	)
Deferred:
Federal		—			—			45,311
State and local		—			—			6,663
		—			—			51,974
Total expense (benefit) — TRS	$	—		$	351		$	50,199
Book loss before income taxes — Puerto Rico	$	(19,738	)	$	(20,835	)	$	(17,276	)
Current	$	—		$	—		$	—
Deferred		—			—			—
Total expense (benefit) — Puerto Rico	$	—		$	—		$	—

At December 31, 2012 and 2011, the Company had net deferred tax assets of $81.5 million and $57.6 million, respectively. The net deferred tax asset at December 31, 2012, included $36.7 million attributed to net operating loss carryforwards that expire in varying amounts between the years 2017 through 2032, $10.9 million attributable to tax restructuring of investments in order to increase capital recycling ability, and $30.0 million of Puerto Rico special partnership loss carryforwards with no expiration date.

Realization of the net deferred tax assets is dependent on the existence of significant positive evidence, such as the Company’s ability to generate sufficient income to utilize the deferred tax assets within the relevant carryforward periods. Over the past several years, the Company has initiated various tax actions within the TRS that generated income (“Tax Actions”). These Tax Actions were initiated based upon management’s expectations of the REIT’s future liquidity and cash flow strategies. Management regularly assesses established reserves and adjusts these reserves when facts and circumstances indicate that a change in estimate is necessary. Due to the Company’s continued progress in raising capital over the past several years and expected improvements within its core operating results, it discontinued initiating these actions during the second half of 2010 and expects that it is unlikely that these Tax Actions will be used in future periods. In addition, throughout 2010, the Company continued to experience unexpected adverse charges within its TRS. During the fourth quarter of 2010, the TRS recorded an impairment charge of $19.3 million and a $3.0 million lease liability charge related to a development project that the Company no longer planned to pursue, which resulted in a loss within the TRS for the year ended December 31, 2010. As of December 31, 2010, the Company had a three-year cumulative pre-tax book loss, adjusted for permanent differences. This, in conjunction with the historical and continued volatility of the activities within the TRS, is sufficient negative evidence that a future benefit of the deferred tax asset may not

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exist. As such, management believed that it was more likely than not that the deferred tax assets would not be used in future years, and, accordingly, a full valuation allowance against those deferred tax assets was recorded at December 31, 2010.

The Company also had a three-year cumulative pretax book loss as of December 31, 2012, with respect to its Puerto Rican activity.

The differences between total income tax expense or benefit and the amount computed by applying the statutory federal income tax rate to income before taxes were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Statutory rate of 34% applied to pre-tax (loss) income	$	(5,757	)	$	1,611		$	(7,767	)
Effect of state and local income taxes, net of federal tax benefit		(847	)		237			(1,142	)
Valuation allowance increase (decrease)		16,808			(715	)		58,322
Other		(10,204	)		(782	)		786
Total expense — TRS	$	—		$	351		$	50,199
Effective tax rate		0.00	%		7.40	%		(219.76	)%(A)

(A) The 2010 effective tax rate includes the impact from the recording of the valuation allowance in the fourth quarter 2010. Without this impact, the effective tax rate was approximately 37.59%.

The differences between total income tax expense or benefit and the amount computed by applying the statutory income tax rate to income before taxes with respect to its Puerto Rican activity were as follows (in thousands):

	For the Year  Ended December 31,
	2012
Statutory rate of 30% applied to pre-tax loss	$	(5,921	)
Valuation allowance increase		7,049
Other		(1,128	)
Total expense — Puerto Rico	$	—
Effective tax rate		0.00	%

Deferred tax assets and liabilities of the Company’s TRS and Puerto Rico were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Deferred tax assets — TRS	$	75,450		$	58,297		$	58,923
Deferred tax assets — Puerto Rico		34,041			—			—
Deferred tax liabilities — TRS		(1,035	)		(690	)		(601	)
Deferred tax liabilities — Puerto Rico		(26,992	)		—			—
Valuation allowance — TRS		(74,415	)		(57,607	)		(58,322	)
Valuation allowance — Puerto Rico		(7,049	)		—			—
Net deferred tax asset(A)	$	—		$	—		$	—

(A) The components of the net deferred tax assets are primarily attributable to net operating losses, Puerto Rico special partnership losses and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.

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Reconciliation of GAAP net loss attributable to DDR to taxable income is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
GAAP net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)
Plus: Book depreciation and amortization(A)		247,084			222,751			217,035
Less: Tax depreciation and amortization(A)		(185,230	)		(181,935	)		(179,377	)
Book/tax differences on gains/losses from capital transactions		(122,101	)		(116,395	)		(103,331	)
Joint venture equity in (loss) earnings, net(A)		(23,885	)		19,190			(28,659	)
Dividends from subsidiary REIT investments		480			954			1,609
Deferred income		8,471			(4,327	)		1,937
Compensation expense		(11,325	)		(17,614	)		1,199
Impairment charges		153,142			128,765			172,127
Equity derivative instrument valuation		—			(21,926	)		40,157
Senior Convertible Notes interest expense		10,884			14,914			8,204
Miscellaneous book/tax differences, net		(2,755	)		(12,131	)		(12,007	)
Taxable income (loss) before adjustments		48,943			16,392			(90,464	)
Less: Capital Gains		(48,943	)		—			—
Less: Taxable loss carried forward(B)		—			—			90,464
Taxable income subject to the 90% dividend requirement	$	—		$	16,392		$	—

(A) Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in (loss) earnings, net.”

(B) The Company has net operating loss carryforwards expiring in 2030 of $90.5 million that can offset future undistributed taxable income.

Reconciliation between cash dividends paid and the dividends paid deduction is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Dividends paid	$	153,617		$	75,253		$	61,204
Plus: Deemed dividends on convertible debt		7,875			—			—
Less: Dividends designated to prior year		(6,967	)		(6,967	)		(6,967	)
Plus: Dividends designated from the following year		7,030			6,967			6,967
Less: Return of capital		(112,612	)		(58,861	)		(61,204	)
Dividends paid deduction	$	48,943		$	16,392		$	—

The dividends declared in the fourth quarter with respect to the Company’s common share dividends for the years ended December 31, 2012, 2011 and 2010, have been allocated and reported to shareholders in the subsequent year. The tax characterization of common share dividends per share as reported to shareholders for the years ended December 31, 2012, 2011, and 2010, are summarized as follows:

2012 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2011		01/06/12	$	—	$	0.0122	$	0.0678	$	0.0800
1st quarter		04/03/12		—		0.0183		0.1017		0.1200
2nd quarter		07/06/12		—		0.0183		0.1017		0.1200
3rd quarter		10/02/12		—		0.0183		0.1017		0.1200
4th quarter		01/04/13		—		—		—		—
			$	—	$	0.0671	$	0.3729	$	0.4400

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2011 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2010		01/05/11	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/05/11		—		—		0.0400		0.0400
2nd quarter		07/06/11		—		—		0.0400		0.0400
3rd quarter		10/11/11		—		—		0.0600		0.0600
4th quarter		01/06/12		—		—		—		—
			$	—	$	—	$	0.1600	$	0.1600
2010 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2009		01/06/10	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/06/10		—		—		0.0200		0.0200
2nd quarter		07/07/10		—		—		0.0200		0.0200
3rd quarter		10/05/10		—		—		0.0200		0.0200
4th quarter		01/05/11		—		—		—		—
			$	—	$	—	$	0.0800	$	0.0800

17.    Segment Information

The Company has three reportable operating segments: shopping centers, loan investments and Brazil equity investment. Each consolidated shopping center is considered a separate operating segment and follows the accounting policies described in Note 1; however, each shopping center on a stand-alone basis represents less than 10% of the revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregation criteria under the applicable standard. Effective July 1, 2012, the Company’s loan investments are also considered a reportable segment due to the increased level of income reported from these investments as well as how executive management analyzes these investments and allocates resources accordingly. The operating segment information for the years ended December 31, 2011 and 2010, have been restated to conform to the December 31, 2012, presentation. The carrying value of the Brazil Equity Investment is not a measure used by executive management for purposes of decision making related to asset allocation or performance assessment of this segment. The following table summarizes the Company’s shopping centers and office properties (none remaining at December 31, 2012). The table includes those assets located in Brazil:

	December 31,
	2012		2011		2010
Shopping centers owned		452		432		478
Unconsolidated joint ventures		206		177		189
Consolidated joint ventures		3		2		3
States(A)		39		38		39
Office properties		—		5		6
States		—		3		4

(A) Excludes shopping centers owned in Puerto Rico and Brazil.

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The tables below present information about the Company’s reportable operating segments and reflect the impact of discontinued operations (Note 12) (in thousands):

	For the Year Ended December 31, 2012
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	800,358		$	17							$	800,375
Operating expenses(A)		(337,875	)		(597	)							(338,472	)
Net operating income (loss)		462,483			(580	)							461,903
Depreciation and amortization		(248,781	)										(248,781	)
Interest income					15,799								15,799
Other income (expense), net					(4,300	)			$	(13,580	)		(17,880	)
Gain on change in control and sale of interests, net		78,127											78,127
Unallocated expenses(B)										(312,523	)		(312,523	)
Equity in net (loss) income of joint ventures		(2,570	)				$	37,820					35,250
Impairment of joint venture investments													(26,671	)
Loss from continuing operations												$	(14,776	)
As of December 31, 2012:
Total gross real estate assets	$	8,639,111										$	8,639,111
Notes receivable, net				$	246,907				$	(178,189	)(C)	$	68,718

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	For the Year Ended December 31, 2011
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	749,742		$	87							$	749,829
Operating expenses(A)		(294,154	)		(13	)							(294,167	)
Net operating income		455,588			74								455,662
Depreciation and amortization		(215,928	)										(215,928	)
Interest income					9,832								9,832
Other income (expense), net					(5,000	)			$	(2	)		(5,002	)
Gain on change in control and sale of interests, net		25,170											25,170
Unallocated expenses(B)										(288,433	)		(288,433	)
Equity in net (loss) income of joint ventures		(6,747	)				$	20,481					13,734
Impairment of joint venture investments													(2,921	)
Loss from continuing operations												$	(7,886	)
As of December 31, 2011:
Total gross real estate assets	$	8,222,384							$	47,722		$	8,270,106
Notes receivable, net				$	84,541				$	9,364		$	93,905
	For the Year Ended December 31, 2010
	Shopping Centers			Loan Investments			Brazil  Equity Investment		Other			Total
Total revenues	$	741,551		$	381							$	741,932
Operating expenses(A)		(306,890	)		(11	)							(306,901	)
Net operating income		434,661			370								435,031
Depreciation and amortization		(202,981	)										(202,981	)
Interest income					6,450				$	852			7,302
Other income (expense), net										(24,148	)		(24,148	)
Unallocated expenses(B)										(382,830	)		(382,830	)
Equity in net (loss) income of joint ventures		(4,958	)				$	10,558					5,600
Impairment of joint venture investments													(227	)
Loss from continuing operations												$	(162,253	)
As of December 31, 2010:
Total gross real estate assets	$	8,361,632							$	49,607		$	8,411,239
Notes receivable, net				$	103,705				$	16,625		$	120,330

(A) Includes impairment charges of $105.4 million, $67.9 million and $84.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

(B) Unallocated expenses consist of general and administrative expenses, interest expense, loss/gain on debt retirement, gain/loss on equity derivative instruments and tax expense as listed in the consolidated statements of operations.

(C) Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the consolidated balance sheet.

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18.    Subsequent Events

Revolving Credit Facilities and Secured Term Loan

In January 2013, the Company amended its primary unsecured revolving credit facility arranged by J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The $65 million unsecured revolving credit facility provided solely by PNC Bank, National Association was amended to match the terms of the primary facility. The Company also amended its $400 million secured term loan arranged by KeyBanc Capital Markets and RBC Capital Markets.

The amended $750 million unsecured revolving credit facility maturity date was extended to April 2017, with a borrower option to extend an additional year, and contains an accordion feature that provides for $1.25 billion of potential total capacity. Pricing on both amended revolving credit facilities was reduced and is currently set at LIBOR plus 140 basis points, a decrease of 25 basis points from the previous rate, and is determined based upon DDR’s credit ratings from Moody’s and S&P. Further, the annual facility fee for both revolving credit facilities has been reduced from 35 basis points to 30 basis points.

The amended secured term loan was reduced to borrowings of $400 million and extended the maturity date to April 2017, with a borrower option to extend an additional year. Pricing on the amended secured term loan is currently set at LIBOR plus 155 basis points, a decrease of 15 basis points from the previous rate, and is determined based upon DDR’s credit ratings from Moody’s and S&P.

Award Plan

On December 31, 2012, the Company adopted the 2013 Value Sharing Equity Program (“2013 VSEP”), with awards effective January 1, 2013. The 2013 VSEP awards, if earned, may result in the granting of common shares of the Company to participants on future measurement dates over three years, subject to an additional time-based vesting schedule. As a result, in general, the total compensation available to participants under the 2013 VSEP, if any, will be fully earned only after seven years (the three-year performance period and the final four-year time-based vesting period).

The 2013 VSEP is designed to allow DDR to reward participants for superior financial performance and allow them to share in “Value Created” (the increase in DDR’s market capitalization and the number of shares outstanding as of the measurement date), as adjusted for equity issuances and/or equity repurchases, between the start of the 2013 VSEP and the applicable measurement date, based upon (1) increases in DDR’s adjusted market capitalization over pre-established periods and (2) increases in relative total shareholder return of DDR as compared to the performance of the FTSE NAREIT Equity REITs Total Return Index for the FTSE International Limited NAREIT U.S. Real Estate Index Series. Under the 2013 VSEP, participants are granted two types of performance-based awards — a “relative performance award” and an “absolute performance award” – that, if earned, are settled with DDR common shares that are generally subject to additional time-based vesting requirements for a period of four years.

Contract Termination

In January 2008, the Company entered into a Services Agreement (the “Agreement”) with Oxford Building Services, Inc. (“Oxford”). The Agreement required that Oxford identify and contract directly with various service providers (“Vendors”) to provide maintenance, repairs, supplies and a variety of on-site services to certain properties in the Company’s portfolio, in exchange for which Oxford would pay such Vendors for the services. Under the Agreement, the Company remitted funds to Oxford to pay the Vendors under the Vendors’ contracts with Oxford.

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On or about January 23, 2013, Oxford advised the Company that approximately $11 million paid by the Company to Oxford for the sole purpose of paying various Vendors had instead been used to repay commercial financing obligations incurred by Oxford and its affiliates to a third-party lender. As a result, Oxford had insufficient funds to pay the Vendors in accordance with the Agreement. On January 28, 2013, the Company terminated the Agreement based upon Oxford’s violations of the Agreement principally due to its insolvency. On February 26, 2013, Oxford and several affiliates filed petitions for Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of New Jersey (Case No. 13-13821).

In their initial filings in the bankruptcy case, Oxford has claimed that the Company refused to pay Oxford approximately $5 million allegedly due and owing to Vendors for work performed at the Company’s properties prior to the termination of the Agreement. Further, Oxford threatened to commence litigation against the Company to recover the alleged amounts owed should a consensual solution not be reached. The Company denies that any sums are due to Oxford, and if any such claim is filed, the Company will vigorously defend against it. Furthermore, as a result of the funds previously paid by the Company to Oxford, the Company also denies that any sums are due from the Company to any Vendors, and if any such claim is made, the Company will vigorously defend against it.

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19.    Quarterly Results of Operations (Unaudited)

The following table sets forth the quarterly results of operations, as restated for discontinued operations, for the years ended December 31, 2012 and 2011 (in thousands, except per share amounts):

	First			Second			Third			Fourth			Total
2012
Revenues	$	191,608		$	193,778		$	204,119		$	210,870		$	800,375
Net (loss) income attributable to DDR		(15,056	)		(37,500	)		26,738			(4	)(A)		(25,822	)
Net (loss) income attributable to DDR common shareholders		(22,023	)		(44,467	)		13,253			(7,034	)(A)		(60,271	)
Basic:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,232			307,873			291,726
Diluted:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,924			307,873			291,726
2011
Revenues	$	188,247		$	185,946		$	186,279		$	189,357		$	749,829
Net income (loss) attributable to DDR		35,312			(13,383	)		(42,989	)		5,206	(A)		(15,854	)
Net income (loss) attributable to DDR common shareholders		24,745			(26,871	)		(49,956	)		(1,761	)(A)		(53,843	)
Basic:
Net income (loss) per common share attributable to DDR common shareholders	$	0.10		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.20	)
Weighted-average number of shares		255,966			274,299			274,639			274,718			270,278
Diluted:
Net income (loss) per common share attributable to DDR common shareholders	$	0.01		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.28	)
Weighted-average number of shares		262,581			276,067			274,639			274,718			271,472

(A) Includes impairment charges of $20.6 million and $47.4 million for the three months ended December 31, 2012 and 2011, respectively. In addition, the Company recorded gain on sale of real estate of $0.4 million and $54.3 million (Note 12) for the three months ended December 31, 2012 and 2011, respectively.

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SCHEDULE II

DDR Corp.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

For the years ended December 31, 2012, 2011 and 2010

(in thousands)

	Balance at Beginning of Year		Charged to Expense			Deductions			Balance at End of Year
Year ended December 31, 2012
Allowance for uncollectible accounts(A)	$	33,291	$	12,290	(B)	$	15,580		$	30,001
Valuation allowance for deferred tax assets	$	57,607	$	23,857	(C)	$	—		$	81,464
Year ended December 31, 2011
Allowance for uncollectible accounts(A)	$	36,794	$	14,631	(B)	$	18,134	(D)	$	33,291
Valuation allowance for deferred tax assets	$	58,322	$	—		$	715		$	57,607
Year ended December 31, 2010
Allowance for uncollectible accounts(A)	$	43,763	$	13,588		$	20,557		$	36,794
Valuation allowance for deferred tax assets	$	—	$	58,322	(C)	$	—		$	58,322

(A) Includes allowances on accounts receivable, straight-line rents and notes receivable.

(B) Includes loan loss reserves of $4.3 million and $5.0 million for the years ended December 31, 2012 and 2011, respectively. Excludes the impairment charge of $1.6 million on a construction loan advanced to a joint venture for the year ended December 31, 2011.

(C) Valuation allowance as discussed further in Note 16.

(D) Includes reversal of loan loss reserves as described in Note 4.

F-61

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Bayamon, PR	$	132,074	$	152,441	$	-	$	132,759	$	165,993	$	298,752	$	39,712	$	259,040	$	-	S/L 31.5	2005(A)
Carolina, PR		28,522		76,947		-		28,601		81,832		110,433		20,262		90,171		-	S/L 31.5	2005(A)
Humacao, PR		16,386		74,059		-		16,386		82,469		98,855		21,768		77,087		-	S/L 31.5	2005(A)
Isabela, PR		8,175		41,094		-		8,236		42,757		50,993		10,891		40,102		22,678	S/L 31.5	2005(A)
San German, PR		3,215		24		-		3,215		41		3,256		29		3,227		-	S/L 31.5	2005(A)
Cayey, PR		18,226		25,101		-		18,538		26,122		44,660		6,839		37,821		21,472	S/L 31.5	2005(A)
Bayamon, PR		91,645		98,007		-		92,027		108,265		200,292		26,696		173,596		125,700	S/L 31.5	2005(A)
Rio Piedras, PR		10,338		23,285		-		10,338		29,754		40,092		7,130		32,962		-	S/L 31.5	2005(A)
Bayamon, PR		4,294		11,987		-		4,584		22,820		27,404		3,727		23,677		-	S/L 31.5	2005(A)
Arecibo, PR		7,965		29,898		-		8,094		32,351		40,445		8,139		32,306		-	S/L 31.5	2005(A)
Hatillo, PR		101,219		105,465		-		101,219		127,645		228,864		30,493		198,371		-	S/L 31.5	2005(A)
Vega Baja, PR		7,076		18,684		-		7,076		18,796		25,872		4,866		21,006		-	S/L 31.5	2005(A)
Guayama, PR		1,960		18,721		-		1,960		19,598		21,558		4,944		16,614		12,065	S/L 31.5	2005(A)
Fajardo, PR		4,376		41,199		-		4,376		41,730		46,106		10,660		35,446		25,816	S/L 31.5	2005(A)
San German, PR		6,470		20,751		-		6,470		21,326		27,796		5,530		22,266		-	S/L 31.5	2005(A)
Brandon, FL		-		4,111		-		-		6,350		6,350		5,199		1,151		-	S/L 30.0	1972(C)
Stow, OH		993		9,028		-		993		36,248		37,241		14,591		22,650		-	S/L 30.0	1969(C)
Westlake, OH		424		3,803		201		424		10,375		10,799		6,532		4,267		-	S/L 30.0	1974(C)
E. Norriton, PA		70		4,698		233		70		8,841		8,911		6,832		2,079		-	S/L 30.0	1975(C)
Palm Harbor, FL		1,137		4,089		-		1,137		4,678		5,815		2,433		3,382		-	S/L 31.5	1995(A)
Homestead, FL		23,390		59,639		-		23,390		61,464		84,854		5,721		79,133		-	S/L 31.5	2008(C)
Tarpon Springs, FL		146		7,382		81		146		9,226		9,372		6,761		2,611		-	S/L 30.0	1974(C)
McHenry, IL		1,294		5,251		-		13,771		58,591		72,362		8,816		63,546		-	S/L 31.5	2006(C)
Miami, FL		11,626		30,457		-		26,743		111,274		138,017		17,554		120,463		-	S/L 31.5	2006(C)
San Antonio, TX		3,990		28,404		-		3,990		36,505		40,495		5,626		34,869		-	S/L 31.5	2007(C)
Starkville, MS		703		6,921		-		703		7,059		7,762		3,598		4,164		-	S/L 31.5	1994(A)
Gulfport, MS		-		36,370		-		-		51,870		51,870		17,326		34,544		23,968	S/L 31.5	2003(A)
Tupelo, MS		2,213		14,979		-		2,213		18,880		21,093		9,892		11,201		-	S/L 31.5	1994(A)
Jacksonville, FL		2,714		9,425		-		2,714		9,823		12,537		5,816		6,721		-	S/L 31.5	1995(A)
Long Beach, CA		-		111,512		-		-		143,943		143,943		40,238		103,705		-	S/L 31.5	2005(C)
Brunswick, ME		3,796		15,459		-		3,796		20,461		24,257		9,697		14,560		-	S/L 31.5	1973(C)
Oceanside, CA		-		10,643		-		-		14,377		14,377		5,434		8,943		-	S/L 31.5	2000(C)
Reno, NV		-		366		-		1,132		4,696		5,828		1,219		4,609		2,751	S/L 31.5	2000(C)
Everett, MA		9,311		44,647		-		9,462		51,488		60,950		18,478		42,472		-	S/L 31.5	2001(C)
Pasadena, CA		46,957		101,475		2,053		46,957		105,858		152,815		26,893		125,922		-	S/L 31.5	2003(A)
Salisbury, MD		2,070		12,495		277		2,071		13,051		15,122		4,912		10,210		8,506	S/L 31.5	1999(C)
Duluth, GA		475		9,374		-		475		10,117		10,592		5,911		4,681		-	S/L 31.5	1994(A)
Apex, NC		9,576		43,619		-		10,521		55,103		65,624		10,429		55,195		-	S/L 31.5	2006(C)
Erie, PA		6,373		19,201		-		6,373		51,299		57,672		23,490		34,182		-	S/L 31.5	1995(C)

F-62

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
San Francisco, CA		10,464		25,730		-		10,464		26,135		36,599		6,818		29,781		-	S/L 31.5	2002(A)
Chillicothe, OH		43		2,549		2		1,170		4,405		5,575		2,392		3,183		4,183	S/L 31.5	1974(C)
Phoenix, AZ		18,701		18,811		118		18,701		19,814		38,515		4,239		34,276		17,153	S/L 31.5	1999(A)
Macedonia, OH		11,582		34,323		-		11,582		34,706		46,288		4,986		41,302		20,267	S/L 31.5	2011(A)
Huber Hts, OH		757		14,469		-		757		25,291		26,048		12,599		13,449		-	S/L 31.5	1993(A)
Boardman, OH		8,152		27,983		-		8,152		28,805		36,957		13,818		23,139		25,322	S/L 31.5	1997(A)
Solon, OH		6,220		7,454		-		6,220		22,531		28,751		9,429		19,322		-	S/L 31.5	1998(C)
Bedford, IN		706		8,425		6		1,067		11,509		12,576		6,136		6,440		-	S/L 31.5	1993(A)
Sunset Hills, MO		12,791		38,404		-		13,403		48,486		61,889		22,361		39,528		27,257	S/L 31.5	1998(A)
Brentwood, MO		10,018		32,053		-		10,018		33,135		43,153		15,202		27,951		32,139	S/L 31.5	1998(A)
Cedar Rapids, IA		4,219		12,697		-		4,219		14,067		18,286		6,585		11,701		6,490	S/L 31.5	1998(A)
Des Peres, MO		2,775		8,370		-		2,775		10,401		13,176		5,205		7,971		-	S/L 31.5	1998(A)
Springfield, MO		-		2,048		-		-		2,518		2,518		1,084		1,434		-	S/L 31.5	1998(A)
St. Louis, MO		4,159		3,818		-		6,051		7,652		13,703		2,259		11,444		-	S/L 31.5	2004(C)
Aurora, OH		832		7,560		-		1,592		14,071		15,663		6,319		9,344		-	S/L 31.5	1995(C)
Nampa, ID		1,395		8,563		-		9,609		92,025		101,634		8,807		92,827		-	S/L 31.5	2007(A)
Fenton, MO		414		4,244		476		430		7,253		7,683		5,762		1,921		-	S/L 30.0	1983(A)
Simpsonville, SC		417		6,563		-		417		6,793		7,210		4,099		3,111		-	S/L 31.5	1994(A)
Camden, SC		627		7,519		7		1,021		11,686		12,707		6,570		6,137		-	S/L 31.5	1993(A)
N. Charleston, SC		911		11,346		1		1,081		16,888		17,969		10,297		7,672		10,668	S/L 31.5	1993(A)
Mt. Pleasant, SC		2,430		10,470		-		2,430		21,180		23,610		9,532		14,078		11,679	S/L 31.5	1995(A)
Sault St. Marie, MI		1,826		13,710		-		1,826		18,259		20,085		8,888		11,197		-	S/L 31.5	1994(A)
Grand Rapids, MI		3,380		17,323		-		3,380		24,539		27,919		10,123		17,796		-	S/L 31.5	1995(A)
Howell, MI		332		11,938		1		332		15,827		16,159		9,228		6,931		-	S/L 31.5	1993(A)
Mt. Pleasant, MI		767		7,769		20		1,142		21,242		22,384		8,795		13,589		-	S/L 31.5	1993(A)
Meridian, ID		24,591		31,779		-		24,841		62,317		87,158		19,376		67,782		-	S/L 31.5	2001(C)
Midvale, UT		25,662		56,759		-		28,395		88,405		116,800		31,107		85,693		-	S/L 31.5	1998(A)
Taylorsville, UT		24,327		53,686		-		31,368		77,421		108,789		32,744		76,045		-	S/L 31.5	1998(A)
Orem, UT		5,428		12,259		-		5,428		17,171		22,599		6,280		16,319		-	S/L 31.5	1998(A)
Riverdale, UT		24,755		45,635		-		24,755		57,573		82,328		21,884		60,444		-	S/L 31.5	1998(A)
Ogden, UT		3,620		7,716		-		8,305		8,886		17,191		4,120		13,071		-	S/L 31.5	1998(A)
Birmingham, AL		10,573		26,002		-		11,434		52,697		64,131		24,441		39,690		24,014	S/L 31.5	1995(A)
Valencia, CA		-		15,784		-		-		17,950		17,950		3,301		14,649		-	S/L 31.5	2006(A)
Allentown, PA		4,408		4,707		-		4,408		4,707		9,115		1,368		7,747		-	S/L 31.5	2004(A)
Mooresville, NC		14,369		43,688		-		14,369		46,323		60,692		12,231		48,461		17,706	S/L 31.5	2004(A)
Wilmington, NC		4,287		16,852		1,183		4,287		34,684		38,971		19,992		18,979		-	S/L 31.5	1989(C)
Spring Hill, FL		1,084		4,816		266		2,096		11,672		13,768		6,702		7,066		3,355	S/L 30.0	1988(C)
Broomfield, CO		13,707		31,809		-		5,975		26,556		32,531		12,540		19,991		-	S/L 31.5	2003(A)
Centennial, CO		7,833		35,550		-		8,082		62,062		70,144		25,524		44,620		-	S/L 31.5	1997(C)

F-63

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
New Bern, NC		441		6,575		-		441		6,593		7,034		3,700		3,334		-	S/L 31.5	1989(C)
Princeton, NJ		13,448		74,249		-		14,464		95,818		110,282		36,798		73,484		57,000	S/L 31.5	1998(A)
Phoenix, AZ		15,352		22,813		1,601		15,352		26,603		41,955		11,980		29,975		30,000	S/L 31.5	2000(C)
Russellville, AR		606		13,391		-		606		18,069		18,675		8,949		9,726		-	S/L 31.5	1994(A)
N. Little Rock, AR		907		17,160		-		907		21,301		22,208		9,590		12,618		-	S/L 31.5	1994(A)
Washington, NC		878		3,118		34		878		6,134		7,012		3,109		3,903		-	S/L 31.5	1990(C)
Littleton, CO		12,249		50,709		-		12,621		55,651		68,272		18,967		49,305		-	S/L 31.5	2002(C)
Durham, NC		2,210		11,671		278		1,579		13,081		14,660		9,849		4,811		-	S/L 31.5	1990(C)
San Antonio, TX		3,475		37,327		-		4,873		47,338		52,211		13,375		38,836		24,800	S/L 31.5	2002(A)
Crystal River, FL		1,217		5,796		365		1,219		10,245		11,464		5,923		5,541		-	S/L 31.5	1986(C)
Denver, CO		2,987		11,950		-		1,141		4,387		5,528		840		4,688		-	S/L 31.5	2001(A)
Dublin, OH		3,609		11,546		-		3,609		14,400		18,009		5,896		12,113		-	S/L 31.5	1998(A)
Columbus, OH		11,087		44,494		-		12,243		53,054		65,297		23,559		41,738		50,200	S/L 31.5	1998(A)
Freehold, NJ		2,460		2,475		-		3,166		3,267		6,433		417		6,016		-	S/L 31.5	1994(A)
Jackson, MS		4,190		6,783		-		4,190		7,474		11,664		2,306		9,358		-	S/L 31.5	2003(A)
Scottsboro, AL		788		2,781		-		788		3,233		4,021		1,133		2,888		-	S/L 31.5	2003(A)
Ocala, FL		1,916		3,893		-		1,916		6,018		7,934		1,745		6,189		-	S/L 31.5	2003(A)
Tallahassee, FL		1,881		2,956		-		1,881		7,299		9,180		2,070		7,110		-	S/L 31.5	2003(A)
Cumming, GA		14,249		23,653		-		14,249		24,954		39,203		8,282		30,921		-	S/L 31.5	2003(A)
Douglasville, GA		3,540		9,625		-		3,540		9,877		13,417		3,246		10,171		-	S/L 31.5	2003(A)
Columbus, GA		4,220		8,159		-		4,220		10,262		14,482		3,167		11,315		-	S/L 31.5	2003(A)
Newnan, GA		2,620		11,063		-		2,620		11,593		14,213		3,751		10,462		-	S/L 31.5	2003(A)
Warner Robins, GA		5,729		7,459		-		5,729		7,915		13,644		2,655		10,989		6,626	S/L 31.5	2003(A)
Woodstock, GA		1,486		2,573		-		1,486		2,630		4,116		1,853		2,263		-	S/L 31.5	2003(A)
Fayetteville, NC		8,524		10,627		-		8,524		14,715		23,239		4,361		18,878		9,681	S/L 31.5	2003(A)
Charleston, SC		3,479		9,850		-		3,479		16,743		20,222		7,612		12,610		-	S/L 31.5	2003(A)
Denver, CO		20,733		22,818		-		20,804		24,633		45,437		8,159		37,278		-	S/L 31.5	2003(A)
Chattanooga, TN		1,845		13,214		-		1,845		16,617		18,462		5,803		12,659		9,704	S/L 31.5	2003(A)
Hendersonville, TN		3,249		9,068		-		3,249		9,123		12,372		2,965		9,407		5,456	S/L 31.5	2003(A)
Johnson City, TN		-		521		-		-		2,013		2,013		416		1,597		-	S/L 31.5	2003(A)
Chester, VA		10,780		4,752		-		10,780		7,117		17,897		2,753		15,144		7,284	S/L 31.5	2003(A)
Milwaukee, WI		4,527		3,600		-		4,527		4,888		9,415		1,528		7,887		-	S/L 31.5	2003(A)
Suwanee, GA		13,479		23,923		-		13,335		30,528		43,863		9,691		34,172		25,322	S/L 31.5	2003(A)
West Allis, WI		2,371		10,982		-		2,371		11,904		14,275		3,727		10,548		-	S/L 31.5	2003(A)
Chesterfield, MI		566		2,324		-		48		1,012		1,060		569		491		-	S/L 31.5	2006(A)
Orland Park, IL		10,430		13,081		-		10,430		13,403		23,833		3,679		20,154		6,532	S/L 31.5	2004(A)
Louisville, KY		4,180		747		-		4,288		2,416		6,704		587		6,117		-	S/L 31.5	2004(A)
N. Charleston, SC		5,146		5,990		-		5,146		10,167		15,313		2,804		12,509		-	S/L 31.5	2004(A)
West Long Branch, NJ		14,131		51,982		-		14,131		57,197		71,328		15,062		56,266		1,440	S/L 31.5	2004(A)

F-64

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Mays Landing, NJ		49,033		107,230		-		49,033		114,447		163,480		32,169		131,311		63,520	S/L 31.5	2004(A)
Lakeland, FL		2,778		2,302		-		2,778		2,457		5,235		1,200		4,035		-	S/L 31.5	2004(A)
Toledo, OH		1,316		3,961		-		1,316		3,961		5,277		1,132		4,145		-	S/L 31.5	2004(A)
Mays Landing, NJ		36,224		56,949		-		36,224		61,649		97,873		17,403		80,470		5,061	S/L 31.5	2004(A)
Indian Trail, NC		2,999		7,075		-		2,999		7,623		10,622		2,206		8,416		-	S/L 31.5	2004(A)
Ashtabula, OH		1,444		9,912		-		1,444		10,058		11,502		2,821		8,681		-	S/L 31.5	2004(A)
Horseheads, NY		659		2,426		-		4,777		33,390		38,167		3,660		34,507		-	S/L 31.5	2007(A)
West Seneca, NY		2,929		12,926		-		2,929		13,193		16,122		3,664		12,458		-	S/L 31.5	2004(A)
N. Tonawanda, NY		5,806		21,291		-		5,806		22,648		28,454		6,748		21,706		-	S/L 31.5	2004(A)
Amherst, NY		-		28,331		-		-		25,205		25,205		9,737		15,468		-	S/L 31.5	2004(A)
Ithaca, NY		9,198		42,969		-		9,198		44,289		53,487		12,064		41,423		10,144	S/L 31.5	2004(A)
Hamburg, NY		3,303		16,239		-		3,303		16,546		19,849		4,720		15,129		-	S/L 31.5	2004(A)
Hamburg, NY		6,598		31,853		-		6,598		33,640		40,238		9,435		30,803		-	S/L 31.5	2004(A)
Tonawanda, NY		3,061		6,887		-		3,061		8,319		11,380		2,391		8,989		-	S/L 31.5	2004(A)
Hamburg, NY		4,152		22,075		-		4,152		22,738		26,890		6,338		20,552		-	S/L 31.5	2004(A)
Olean, NY		8,834		29,813		-		8,844		31,632		40,476		9,133		31,343		-	S/L 31.5	2004(A)
Big Flats, NY		22,229		52,579		-		22,279		57,956		80,235		18,174		62,061		-	S/L 31.5	2004(A)
Williamsville, NY		5,021		6,768		-		5,021		8,851		13,872		2,940		10,932		-	S/L 31.5	2004(A)
Greece, NY		3,901		4,922		-		3,901		4,923		8,824		1,392		7,432		-	S/L 31.5	2004(A)
Buffalo, NY		6,010		19,044		-		6,010		19,528		25,538		5,346		20,192		-	S/L 31.5	2004(A)
Lockport, NY		9,253		23,829		-		9,253		24,225		33,478		6,781		26,697		5,114	S/L 31.5	2004(A)
Buffalo, NY		3,568		29,001		-		3,620		29,658		33,278		8,193		25,085		9,963	S/L 31.5	2004(A)
Cheektowaga, NY		15,471		25,600		-		15,471		27,158		42,629		8,264		34,365		2,517	S/L 31.5	2004(A)
New Hartford, NY		1,279		13,685		-		1,279		13,776		15,055		3,872		11,183		-	S/L 31.5	2004(A)
Gates, NY		9,369		40,672		-		9,369		42,075		51,444		12,058		39,386		-	S/L 31.5	2004(A)
Rome, NY		4,565		5,078		-		4,565		9,411		13,976		2,424		11,552		2,023	S/L 31.5	2004(A)
Dewitt, NY		881		5,686		-		561		4,196		4,757		1,577		3,180		-	S/L 31.5	2004(A)
Niskayuna, NY		20,297		51,155		-		20,297		52,586		72,883		15,053		57,830		13,878	S/L 31.5	2004(A)
Victor, NY		2,374		6,433		-		2,374		7,007		9,381		1,908		7,473		5,802	S/L 31.5	2004(A)
Allentown, PA		5,558		20,060		-		5,558		23,098		28,656		6,957		21,699		12,250	S/L 31.5	2003(A)
St. John, MO		2,613		7,040		-		2,827		8,122		10,949		2,565		8,384		-	S/L 31.5	2003(A)
Ft. Collins, CO		1,129		2,054		-		1,129		4,579		5,708		1,376		4,332		-	S/L 31.5	2003(A)
Lakeland, FL		1,445		-		-		1,445		5,863		7,308		1,207		6,101		-	S/L 31.5	2003(A)
Hamilton, NJ		8,039		49,896		-		11,774		85,560		97,334		23,049		74,285		40,419	S/L 31.5	2003(A)
Lansing, MI		1,598		6,999		-		1,801		11,825		13,626		3,405		10,221		6,496	S/L 31.5	2003(A)
San Antonio, TX		1,613		10,791		-		6,168		70,946		77,114		9,264		67,850		-	S/L 31.5	2007(C)
San Antonio, TX		2,381		6,487		-		2,381		15,647		18,028		4,257		13,771		-	S/L 31.5	2007(A)
Kyle, TX		2,548		7,349		-		4,676		17,014		21,690		1,183		20,507		21,470	S/L 31.5	2009(C)
Brandon, FL		4,775		13,117		-		4,775		14,243		19,018		1,366		17,652		-	S/L 31.5	2009(A)

F-65

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Atlanta, GA		14,078		41,050		-		14,078		41,950		56,028		4,020		52,008		43,300	S/L 31.5	2009(A)
Marietta, GA		9,745		27,737		-		9,137		28,710		37,847		2,945		34,902		-	S/L 31.5	2009(A)
Maple Grove, MN		8,917		23,954		-		8,917		24,336		33,253		1,426		31,827		-	S/L 31.5	2011(A)
Charlotte, NC		27,707		45,021		-		27,707		45,364		73,071		1,986		71,085		50,045	S/L 31.5	2011(A)
Charlotte, NC		4,733		5,424		-		4,733		5,452		10,185		229		9,956		-	S/L 31.5	2011(A)
Colorado Springs, CO		4,075		20,248		-		4,075		20,663		24,738		959		23,779		9,196	S/L 31.5	2011(A)
Columbus, OH		18,716		64,617		-		18,716		64,784		83,500		2,478		81,022		44,758	S/L 31.5	2011(A)
Portland, OR		20,208		50,738		-		20,208		50,904		71,112		1,365		69,747		-	S/L 31.5	2012(A)
Phoenix, AZ		15,090		36,880		-		15,090		37,903		52,993		1,038		51,955		-	S/L 31.5	2012(A)
Tucson, AZ		19,298		94,117		-		19,298		94,203		113,501		1,486		112,015		24,202	S/L 31.5	2012(A)
Phoenix, AZ		34,201		88,475		-		34,201		90,312		124,513		1,339		123,174		-	S/L 31.5	2012(A)
Independence, MO		5,011		45,752		-		5,011		45,757		50,768		407		50,361		-	S/L 31.5	2012(A)
Arnold, MO		892		5,283		-		892		5,285		6,177		46		6,131		-	S/L 31.5	2012(A)
Charlotte, NC		11,224		82,124		-		11,224		82,124		93,348		-		93,348		-	S/L 31.5	2012(A)
Raleigh, NC		3,317		35,411		-		3,317		35,411		38,728		-		38,728		-	S/L 31.5	2012(A)
Tinley Park, IL		9,120		37,496		-		9,120		37,525		46,645		1,155		45,490		-	S/L 31.5	2012(A)
Macon, GA		2,940		5,192		-		2,940		5,477		8,417		1,025		7,392		-	S/L 31.5	2007(A)
Snellville, GA		10,185		51,815		-		10,342		54,205		64,547		10,250		54,297		21,200	S/L 31.5	2007(A)
Union, NJ		7,650		15,689		-		7,650		22,823		30,473		3,499		26,974		-	S/L 31.5	2007(A)
Boiling Springs, SC		1,015		4,486		-		1,015		4,491		5,506		1,262		4,244		-	S/L 31.5	2007(A)
Taylors, SC		1,732		4,506		-		1,732		4,507		6,239		863		5,376		-	S/L 31.5	2007(A)
Dothan, AL		3,358		26,903		-		3,358		27,968		31,326		5,261		26,065		-	S/L 31.5	2007(A)
Bradenton, FL		10,766		31,203		-		10,916		35,024		45,940		12,857		33,083		-	S/L 31.5	2007(A)
Clearwater, FL		5,579		15,855		-		5,579		17,539		23,118		3,296		19,822		6,956	S/L 31.5	2007(A)
Tampa, FL		1,699		3,338		-		1,699		3,390		5,089		634		4,455		-	S/L 31.5	2007(A)
Tequesta, FL		2,108		7,400		-		2,108		8,524		10,632		2,086		8,546		-	S/L 31.5	2007(A)
Kennesaw, GA		6,175		9,028		-		6,175		9,522		15,697		1,742		13,955		-	S/L 31.5	2007(A)
Roswell, GA		6,566		15,005		-		6,566		15,736		22,302		6,697		15,605		-	S/L 31.5	2007(A)
Hagerstown, MD		2,440		9,697		-		2,440		11,743		14,183		2,240		11,943		-	S/L 31.5	2007(A)
Greensboro, NC		5,012		11,162		-		5,105		11,527		16,632		2,216		14,416		-	S/L 31.5	2007(A)
Greensboro, NC		3,153		9,455		-		3,153		9,755		12,908		1,878		11,030		4,676	S/L 31.5	2007(A)
East Hanover, NJ		3,847		23,798		-		3,847		24,376		28,223		4,603		23,620		-	S/L 31.5	2007(A)
Camp Hill, PA		1,631		8,402		-		1,631		8,406		10,037		1,607		8,430		-	S/L 31.5	2007(A)
Middletown, RI		3,804		16,805		-		3,842		16,931		20,773		3,233		17,540		-	S/L 31.5	2007(A)
Lexington, SC		1,795		9,933		-		1,795		9,977		11,772		1,885		9,887		4,206	S/L 31.5	2007(A)
Newport News, VA		10,064		21,272		-		4,026		11,063		15,089		4,064		11,025		-	S/L 31.5	2007(A)
Richmond, VA		11,879		34,736		-		11,879		35,614		47,493		6,788		40,705		12,218	S/L 31.5	2007(A)
Springfield, VA		12,627		30,572		-		12,627		31,546		44,173		5,950		38,223		10,809	S/L 31.5	2007(A)
Springfield, VA		4,389		9,466		-		4,389		10,167		14,556		2,111		12,445		-	S/L 31.5	2007(A)

F-66

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Sterling, VA		8,426		18,651		-		8,426		18,689		27,115		3,532		23,583		-	S/L 31.5	2007(A)
Windsor Court, CT		6,090		11,745		-		6,090		11,749		17,839		2,230		15,609		7,096	S/L 31.5	2007(A)
Ocala, FL		2,877		9,407		-		853		4,475		5,328		1,796		3,532		-	S/L 31.5	2007(A)
Valrico, FL		3,282		12,190		-		3,282		15,031		18,313		2,334		15,979		-	S/L 31.5	2007(A)
Atlanta, GA		11,120		31,341		-		11,120		32,982		44,102		6,142		37,960		11,796	S/L 31.5	2007(A)
Norcross, GA		3,007		8,489		-		3,007		8,535		11,542		1,609		9,933		-	S/L 31.5	2007(A)
Bowie, MD		5,739		14,301		-		5,744		14,402		20,146		2,770		17,376		-	S/L 31.5	2007(A)
Ashville, NC		2,651		8,908		-		2,651		9,032		11,683		1,943		9,740		-	S/L 31.5	2007(A)
Charlotte, NC		2,842		9,807		-		2,842		10,025		12,867		1,909		10,958		-	S/L 31.5	2007(A)
Cornelius, NC		4,382		15,184		-		4,382		18,661		23,043		4,027		19,016		-	S/L 31.5	2007(A)
Greensboro, NC		1,682		7,593		-		1,682		7,654		9,336		1,861		7,475		-	S/L 31.5	2007(A)
Raleigh, NC		2,728		10,665		-		2,728		10,817		13,545		2,054		11,491		-	S/L 31.5	2007(A)
Wilson, NC		1,598		8,160		-		1,635		9,110		10,745		1,749		8,996		-	S/L 31.5	2007(A)
Morgantown, WV		4,645		10,341		-		4,645		10,425		15,070		2,130		12,940		-	S/L 31.5	2007(A)
Edgewater, NJ		7,714		30,473		-		7,714		30,855		38,569		5,786		32,783		-	S/L 31.5	2007(A)
Highland Ranch, CO		1,380		4,682		-		1,380		4,838		6,218		872		5,346		-	S/L 31.5	2007(A)
Dania Beach, FL		9,593		17,686		-		9,593		17,691		27,284		3,416		23,868		-	S/L 31.5	2007(A)
Plantation, FL		21,729		37,331		-		22,112		93,830		115,942		15,458		100,484		45,800	S/L 31.5	2007(A)
Duluth, GA		815		2,692		-		545		2,094		2,639		644		1,995		-	S/L 31.5	2007(A)
Lawrenceville, GA		1,457		1,057		-		1,486		1,146		2,632		219		2,413		-	S/L 31.5	2007(A)
Rome, GA		1,523		4,007		-		1,523		4,966		6,489		754		5,735		-	S/L 31.5	2007(A)
Snellville, GA		1,303		1,494		-		1,303		1,494		2,797		285		2,512		-	S/L 31.5	2007(A)
Sylvania, GA		431		3,774		-		431		3,774		4,205		747		3,458		-	S/L 31.5	2007(A)
Worcester, MA		5,395		10,938		-		1,517		4,583		6,100		2,084		4,016		5,264	S/L 31.5	2007(A)
Dearborn Heights, MI		2,463		2,946		-		2,463		2,946		5,409		566		4,843		-	S/L 31.5	2007(A)
Livonia, MI		1,396		2,680		-		1,396		2,680		4,076		516		3,560		-	S/L 31.5	2007(A)
Westland, MI		1,400		2,531		-		1,400		2,531		3,931		491		3,440		2,625	S/L 31.5	2007(A)
Cary, NC		2,264		4,581		-		1,079		3,742		4,821		1,206		3,615		-	S/L 31.5	2007(A)
Winston-Salem, NC		7,156		15,010		-		7,156		15,010		22,166		2,956		19,210		5,620	S/L 31.5	2007(A)
Cheektowaga, NY		1,740		2,417		-		1,740		2,417		4,157		460		3,697		-	S/L 31.5	2007(A)
Dunkirk, NY		-		1,487		-		-		1,487		1,487		288		1,199		-	S/L 31.5	2007(A)
Alliance, OH		812		16,244		-		812		16,244		17,056		3,183		13,873		7,002	S/L 31.5	2007(A)
Cincinnati, OH		2,805		5,028		-		2,805		5,028		7,833		964		6,869		2,537	S/L 31.5	2007(A)
Cheswick, PA		863		2,225		-		863		2,225		3,088		424		2,664		-	S/L 31.5	2007(A)
Erie, PA		958		2,206		-		958		2,206		3,164		409		2,755		-	S/L 31.5	2007(A)
Erie, PA		1,525		2,399		-		378		921		1,299		433		866		-	S/L 31.5	2007(A)
Erie, PA		-		1,486		-		-		1,486		1,486		286		1,200		-	S/L 31.5	2007(A)
Erie, PA		1,578		2,703		-		1,578		2,711		4,289		501		3,788		-	S/L 31.5	2007(A)
Erie, PA		1,641		2,015		-		1,641		2,015		3,656		384		3,272		-	S/L 31.5	2007(A)

F-67

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)								Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances			Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land			Buildings & Improvements			Total
Monroeville, PA		1,431		2,006		-		1,431			2,014			3,445		372		3,073		-		S/L 31.5	2007(A)
New Castle, PA		1,331		2,016		-		1,331			2,016			3,347		385		2,962		-		S/L 31.5	2007(A)
Pittsburgh, PA		1,771		2,523		-		1,445			2,148			3,593		478		3,115		-		S/L 31.5	2007(A)
Greenville, SC		1,452		1,891		-		1,452			1,956			3,408		361		3,047		-		S/L 31.5	2007(A)
Greenville, SC		5,659		14,411		-		5,659			14,411			20,070		2,848		17,222		5,464		S/L 31.5	2007(A)
Woodruff, SC		1,145		2,353		-		1,145			2,353			3,498		454		3,044		-		S/L 31.5	2007(A)
Grand Prairie, TX		2,892		3,226		-		2,892			3,226			6,118		652		5,466		-		S/L 31.5	2007(A)
Houston, TX		4,380		8,729		-		4,380			8,775			13,155		1,747		11,408		-		S/L 31.5	2007(A)
Olympia, WA		2,946		3,050		-		2,946			3,050			5,996		565		5,431		-		S/L 31.5	2007(A)
Lakeland, FL		2,800		3,148		-		2,800			3,682			6,482		1,370		5,112		-		S/L 31.5	2007(A)
Evansville, IN		8,964		18,764		-		8,964			18,797			27,761		3,732		24,029		-		S/L 31.5	2007(A)
Apex, NC		2,362		4,452		-		2,362			4,452			6,814		499		6,315		-		S/L 31.5	2007(A)
Portfolio Balance (DDR) – unencumbered		205,696		194,608		-		205,697			194,609			400,306		1,491		398,815		-		S/L 31.5
Portfolio Balance (DDR) – encumbered		62,753		180,721		-		62,753			180,721			243,474		60,884		182,590		46,277		S/L 31.5
	$	2,098,335	$	5,327,191	$	7,203	$	2,154,968	(3)	$	6,484,143	(4)	$	8,639,111	$	1,670,717	$	6,968,394	$	1,246,938	(5)

(1) The Aggregate Cost for Federal Income Tax purposes was approximately $8.7 billion at December 31, 2012.

(2) S/L refers to straight-line depreciation.

(3) Includes $254.6 million of land under development at December 31, 2012.

(4) Includes $220.5 million of construction in progress at December 31, 2012.

(5) Does not include tax-exempt certificates and fair market value of debt adjustments aggregating $15.7 million and $11.5 million, respectively.

F-68

The changes in Total Real Estate Assets, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:

	2012			2011			2010
Balance, beginning of year	$	8,266,839		$	8,411,239		$	8,812,484
Acquisitions and transfers from joint ventures		594,633			260,161			—
Developments, improvements and expansions		105,132			104,245			174,315
Changes in land under development and construction in progress		3,188			(15,153	)		(2,409	)
Real estate held for sale		—			(3,267	)		—
Adjustment of property carrying values		(135,813	)		(125,844	)		(171,900	)
Sales, transfers to joint ventures and retirements		(194,868	)		(364,542	)		(401,251	)
Balance, end of year	$	8,639,111		$	8,266,839		$	8,411,239

The changes in Accumulated Depreciation and Amortization, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:

	2012			2011			2010
Balance, beginning of year	$	1,550,066		$	1,452,112		$	1,332,534
Depreciation for year		233,619			230,332			227,304
Real estate held for sale		—			(977	)		—
Sales and retirements		(112,968	)		(131,401	)		(107,726	)
Balance, end of year	$	1,670,717		$	1,550,066		$	1,452,112

F-69

Schedule IV—Mortgage Loans on Real Estate

December 31, 2012

(Dollar amounts in thousands)

Description	Interest Rate	Final Maturity Date	Periodic Payment Terms	Prior Liens (1)		Face Amount of Mortgages		Carrying Amount of Mortgages (2)		Principal Amount of Loans subject to delinquent principal or interest
SENIOR LOANS
Retail
Borrower A	5.73%	Sep-17	Interest and principal	$	—	$	33,000	$	28,509	$	—
MEZZANINE LOANS
Multi-family
Borrower B	LIBOR+6.0%, Floor 11%	Feb-17	Interest monthly, principal at maturity		26,000		5,868		5,923		—
Retail
Borrower C	11.00%	Jun-13	Interest monthly, principal at maturity		51,750		12,800		11,342		—
Borrower D	10.00%	Nov-22	Interest monthly, principal at maturity		59,000		9,000		9,078		—
Mixed Use
Borrower E	LIBOR+10.0%, Floor 14%	on demand (loan in default)	Interest monthly, principal at maturity		2,500		11,490		5,526		9,343
Borrower F	LIBOR+8.0%, Floor 12%	on demand (loan in default)	Interest monthly, principal at maturity		13,990		10,806		—		10,806
					153,240		82,964		60,378		20,149
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
Borrower G	LIBOR+7.0%, Floor 12%	on demand (loan in default)	Interest monthly, principal at maturity		__		66,846		—		66,846
Borrower H	10.00%	Oct-17	Interest monthly, principal at maturity		137,869		31,700		31,973		—
Borrower I	10.00%	Jun-19	Interest quarterly (partial payment), principal and unpaid interest at maturity		952,145		150,756		154,556		—
				$	1,243,254	$	332,266	$	246,907	$	86,995

F-70

(1) The first mortgage loans on some properties are not held by the Company. Accordingly, the amounts of the prior liens for those properties at December 31, 2012 are estimated.

(2) Carrying amount includes all applicable accrued interest and accretion of discount to date, net of amounts reserved for impairment.

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Balance at beginning of period	$	84,541		$	103,705		$	58,719
Additions during period:
New mortgage loans		160,995			10,000			60,618
Interest		4,949			811			3,106
Accretion of discount		826			780			250
Deductions during period:
Provision for loan loss reserve		(4,300	)		(5,000	)		—
Collections of principal		(104	)		(25,755	)		—
Foreclosures		—			—			(18,988	)
Balance at close of period	$	246,907		$	84,541		$	103,705

F-71

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

DDR Corp.
By:	/s/    DANIEL B. HURWITZ
	Daniel B. Hurwitz, Chief Executive Officer

Date: March 1, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 1^st day of March 2013.

/s/    DANIEL B. HURWITZ	Chief Executive Officer
Daniel B. Hurwitz
/s/    DAVID J. OAKES	President & Chief Financial Officer (Principal Financial Officer)
David J. Oakes
/s/    CHRISTA A. VESY	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
Christa A. Vesy
/s/    TERRANCE R. AHERN	Director
Terrance R. Ahern
/s/    JAMES C. BOLAND	Director
James C. Boland
/s/    THOMAS FINNE	Director
Thomas Finne
/s/    ROBERT H. GIDEL	Director
Robert H. Gidel
/s/    VOLKER KRAFT	Director
Volker Kraft
/s/    REBECCA L. MACCARDINI	Director
Rebecca L. Maccardini
/s/    VICTOR B. MACFARLANE	Director
Victor B. MacFarlane
/s/    CRAIG MACNAB	Director
Craig Macnab
/s/    SCOTT D. ROULSTON	Director
Scott D. Roulston
/s/    BARRY A. SHOLEM	Director
Barry A. Sholem

F-72

EX-4.22

Exhibit 4.22

FIFTEENTH SUPPLEMENTAL INDENTURE

THIS FIFTEENTH SUPPLEMENTAL INDENTURE is entered into as of November 27, 2012, by and between DDR Corp., an Ohio corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

WHEREAS, the Company and the Trustee entered into the Indenture dated as of May 1, 1994 (as supplemented by a First Supplemental Indenture dated as of May 10, 1995, by a Second Supplemental Indenture dated as of July 18, 2003, by a Third Supplemental Indenture dated as of January 23, 2004, by a Fourth Supplemental Indenture dated as of April 22, 2004, by a Fifth Supplemental Indenture dated as of April 28, 2005, by a Sixth Supplemental Indenture dated as of October 7, 2005, by a Seventh Supplemental Indenture dated as of August 28, 2006, by an Eighth Supplemental Indenture dated as of March 13, 2007, by a Ninth Supplemental Indenture dated as of September 30, 2009, by a Tenth Supplemental Indenture dated as of March 19, 2010, by an Eleventh Supplemental Indenture dated as of August 12, 2010, by a Twelfth Supplemental Indenture dated as of November 5, 2010, by a Thirteenth Supplemental Indenture dated as of March 7, 2011 and by a Fourteenth Supplemental Indenture dated as of June 22, 2012 (the “Fourteenth Supplemental Indenture”), the “Indenture”), relating to the Company’s senior debt securities;

WHEREAS, the Company previously issued $300,000,000 initial aggregate principal amount of the Company’s 4.625% Notes due 2022 (the “Notes”), the specific terms and form of which were established by the Fourteenth Supplemental Indenture;

WHEREAS, Section 301 of the Indenture provides that all Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series;

WHEREAS, Section 4 of the Fourteenth Supplemental Indenture provides that the Company may, without the consent of the Holders, create and issue additional Securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued;

WHEREAS, the Company now desires to issue an additional $150,000,000 aggregate principal amount of the Notes and has made a request to the Trustee that the Trustee join with it, in accordance with Section 901 of the Indenture, in the execution of this Fifteenth Supplemental Indenture to include such additional aggregate principal amount of the Notes in the definition of Designated Securities such that the covenant in Section 1015 of the Indenture will inure to their benefit; and

WHEREAS, the Company and the Trustee are authorized to enter into this Fifteenth Supplemental Indenture.

NOW, THEREFORE, the Company and the Trustee agree as follows:

Section 1. Relation to Indenture. This Fifteenth Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 2. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 3. Definitions.

The definition of “Designated Securities” is hereby amended in its entirety as follows:

“Designated Securities” means the Company’s $300,000,000 principal amount of 4.625% Notes Due 2010, the Company’s $275,000,000 principal amount of 3.875% Notes Due 2009, the Company’s $250,000,000 principal amount of 5.25% Notes Due 2011, the Company’s $200,000,000 principal amount of 5.0% Notes Due 2010, the Company’s $200,000,000 principal amount of 5.5% Notes Due 2015, the Company’s $350,000,000 principal amount of 5.375% Notes Due 2012, the Company’s $300,000,000 principal amount of 9.625% Notes Due 2016, the Company’s $300,000,000 principal amount of 7.50% Notes Due 2017, the Company’s $300,000,000 principal amount of 7.875% Notes Due 2020, the Company’s $300,000,000 principal amount of 4.75% Notes due 2018 and the Company’s $450,000,000 principal amount of 4.625% Notes due 2022.

Section 4. Aggregate Principal Amount.

The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $450,000,000. The Company may, without the consent of the Holders, create and issue additional Securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes previously issued.

Section 5. Counterparts. This Fifteenth Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 6. Governing Law. THIS FIFTEENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

2

Section 7. Concerning the Trustee. The Trustee shall not be responsible for any recital herein (other than the sixth recital as it appears as it applies to the Trustee) as such recitals shall be taken as statements of the Company, or the validity of the execution by the Company of this Fifteenth Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this Fifteenth Supplemental Indenture.

[Signatures follow.]

3

IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

Attest:	DDR CORP.
/s/ David E. Weiss	By:	/s/ David J. Oakes
Name: David E. Weiss		Name: David J. Oakes
Title: Executive Vice President,		Title: Senior Executive Vice President and
General Counsel and Secretary		Chief Financial Officer
Attest:	U.S. BANK NATIONAL ASSOCIATION, as Trustee
/s/ Elizabeth C. Hammer	By:	/s/ Michael M. Hopkins
Name: Elizabeth C. Hammer		Name: Michael M. Hopkins
Title: Vice President		Title: Vice President

[Fifteenth Supplemental Indenture]

4

EX-10.3

Exhibit 10.3

FIRST AMENDMENT

TO

DDR CORP.

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

(January 1, 2012 Restatement)

This First Amendment to DDR Corp. 2005 Directors’ Deferred Compensation Plan (January 1, 2012 Restatement) (the “First Amendment”) is effective as of November 30, 2012 (the “Effective Date”).

WHEREAS, DDR Corp. (the “Company”) maintains the DDR Corp. 2005 Directors’ Deferred Compensation Plan (the “Plan”), under an instrument amended and restated effective as of January 1, 2012; and

WHEREAS, the Company desires to amend the Plan.

NOW, THEREFORE, pursuant to the power reserved to the Company in paragraph 8 of the Plan, the Company hereby amends the Plan in the respects hereinafter set forth.

1. As of the Effective Date, the first two sentences of subparagraph 5(a) of the Plan are hereby deleted and replaced with the following:

“A Participant shall elect in writing, at the time such Participant makes each deferral election under subparagraph 4(a), the date on which distribution of the credits to his/her Deferral Account to which the deferral election relates shall commence (the “Commencement Date”) and the method of distribution, as permitted hereunder. Such election shall specify one of the following Commencement Dates:

(i) the first day of the seventh month after a Termination of Service; or

(ii) a specified date that is no later than January 1 following the year in which the Participant attains age 75; or

(iii) the earlier of the two dates specified in clauses (i) and (ii) above.

A “Termination of Service” shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).”

2. As of the Effective Date, the Plan is hereby amended by inserting the following new paragraph 14 immediately after paragraph 13:

“14. Code Section 409A. Notwithstanding any provision of this Plan to the contrary, if a Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to policies adopted by the Company) on the date of the Participant’s “separation from service” (within the

meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by the Participant upon his separation from service would constitute a “deferral of compensation” subject to Section 409A of the Code, then to the extent necessary to comply with Section 409A of the Code, amounts that would otherwise be payable to the Participant pursuant to this Plan during the six-month period immediately following the Participant’s separation from service will instead be paid or made available on the first day of the seventh month after the date of the Participant’s separation from service.”

[End of Page]

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Company has executed this instrument effective this 30th day of November, 2012.

DDR CORP.
By:	/s/ Daniel B. Hurwitz

Title: C.E.O.

EX-10.23

Exhibit 10.23

VALUE SHARING EQUITY PROGRAM AWARD SHARES AGREEMENT

DDR Corp., an Ohio corporation (the “Company”), has granted to                      (the “Holder”),                      (                    ) of the Company’s Common Shares, $0.10 par value per share (the “Award Shares”). The Award Shares have been granted pursuant to the Company’s                      Plan (the “Plan”) and the Company’s Value Sharing Equity Program (the “Program”), and the Award Shares are subject to all provisions of the Plan and the Program, which are hereby incorporated herein by reference, and to the following provisions of this Value Sharing Equity Program Award Shares Agreement (the “Agreement”) (capitalized terms not defined herein are used as defined in the Plan):

§1. Vesting. The Award Shares will vest in annual 20% increments with the first                     (                    ) Award Shares vesting on                      (each such date a “Vesting Date”).

§2. Purchase Price. The purchase price of the Award Shares is $0.

§3. Termination of Employment. Subject to the terms of a Holder’s Individual Agreement, if any, if the Holder’s employment by the Company or any Subsidiary or Affiliate terminates prior to all of the Award Shares vesting, the Award Shares will vest or be forfeited as follows:

(a) Termination by Death. If the Holder’s employment with the Company or any Subsidiary or Affiliate terminates by reason of death, all Award Shares shall vest and any restriction shall lapse.

(b) Termination by Reason of Disability. If the Holder’s employment with the Company or any Subsidiary or Affiliate terminates by reason of Disability, all Award Shares shall vest and any restriction shall lapse.

(c) Termination Without Cause After a Change in Control or 409A Change in Control. The provisions of Section                      of the Plan shall be applicable regarding the Award Shares only if, within two (2) years following a Change in Control or 409A Change in Control, the Holder’s employment with the Company or any Subsidiary or Affiliate is terminated without Cause.

(d) Termination Without Cause Other than After a Change in Control or 409A Change in Control. Unless otherwise determined by the Committee, if the Holder’s employment with the Company or any Subsidiary or Affiliate is terminated without Cause and Section 3(c) above does not apply, all unvested Award Shares shall not be forfeited by the Holder, but instead

such unvested Award Shares shall remain outstanding and shall continue to vest according to the vesting schedule described in Section 1 above.

(e) Other Termination. Unless otherwise determined by the Committee, if the Holder’s employment with the Company or any Subsidiary or Affiliate terminates other than in the circumstances described in paragraphs (a), (b), (c) or (d) of this Section 3, any Award Shares which are unvested or subject to restrictions at the time of termination will be forfeited upon termination.

(f) Leave of Absence. If the Holder is granted a leave of absence by the Company or any Subsidiary or Affiliate, his or her employment will not be considered terminated, and he or she will continue to be deemed an employee of the Company or Subsidiary or Affiliate during such leave of absence or any extension thereof granted by the Company, Subsidiary or Affiliate for purposes of the Plan.

§4. Dividends. All dividends payable on the Award Shares (whether or not vested) will be payable in the same manner as paid to other shareholders. All cash dividends payable on unvested Award Shares shall be paid in unrestricted cash. In the case of dividends payable on unvested Award Shares in shares or other property, the shares or other property so payable shall be subject to the same restrictions and other terms and conditions that apply to the Award Shares unless otherwise determined by the Committee or the Board at the time the dividend is authorized.

§5. Taxes. The Holder hereby agrees to pay to the Company, in accordance with the terms of the Plan and the Program, any federal, state or local taxes of any kind required by law to be withheld and remitted by the Company with respect to the Award Shares. The Holder may satisfy such tax obligation, in whole or in part, by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon vesting of the Award Shares with a Fair Market Value equal to the amount of such taxes, or (b) delivering to the Company other Shares with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined. If the Holder does not make such payment to the Company, the Company shall have the right to withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state or local taxes of any kind required by law to be withheld with respect to the award or vesting of the Award Shares.

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

§7. Subject to the Plan. This Agreement is made and the Award Shares evidenced hereby are granted under and pursuant to, and they are expressly made subject to all of the terms and conditions of, the Plan, notwithstanding anything herein to the contrary. The Holder hereby acknowledges receipt of a copy of the Plan and that the Holder has read and understands the terms and conditions of the Plan.

§8. Securities Law Compliance.

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

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

§9. Rights of the Holder. The granting of the Award Shares shall in and of itself not confer any right of the Holder to continue in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Holder’s employment at any time, subject to the terms of any employment agreement between the Company and the Holder.

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

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties have subscribed their names hereto.

	DDR Corp., an Ohio corporation
	By:
		Name:
		Title:
DATE OF GRANT:
	Holder’s Signature:

EX-10.24

Exhibit 10.24

DDR CORP.

2013 VALUE SHARING EQUITY PROGRAM

This DDR Corp. 2013 Value Sharing Equity Program (the “2013 VSEP”) is established as of January 1, 2013 by DDR Corp., an Ohio corporation (the “Company”). Capitalized terms used herein without definitions shall have the meanings given to those terms in the 2012 Equity Plan.

The 2013 VSEP is designed to allow the Company to reward its officers for successful efforts in helping the Company achieve superior financial performance based upon (1) increases in the Company’s adjusted market capitalization over pre-established periods of time and (2) increases in relative total shareholder return of the Company compared to the performance of the NAREIT Index (as defined below). Effective as of the date first written above (the “Effective Date”), the 2013 VSEP is hereby established on the following terms and subject to the following conditions:

1. Operation Under 2012 Equity Plan. The 2013 VSEP is adopted to operate pursuant to the 2012 Equity Plan and is subject to the terms and conditions set forth herein and in the 2012 Equity Plan. In the event of any inconsistency between the 2012 Equity Plan and the 2013 VSEP, the terms and conditions set forth in the 2012 Equity Plan shall control.

2. Administration.

(a) The 2013 VSEP will be administered by the Committee. The Committee shall have full power to interpret and administer the 2013 VSEP.

(b) The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the 2013 VSEP as it shall, from time to time, deem advisable; to interpret the terms and provisions of the 2013 VSEP and any Award issued under the 2013 VSEP (and any agreements or amendments relating thereto); to direct Eligible Employees or other advisors to prepare such materials or perform such analyses as the Committee deems necessary or appropriate; and otherwise to supervise the administration of the 2013 VSEP.

(c) Any interpretation or administration of the 2013 VSEP by the Committee, and all actions and determinations of or at the direction of the Committee, shall be final, binding and conclusive on the Company, its shareholders, subsidiaries, affiliates, all Participants and Eligible Employees, their respective legal representatives, successors and assigns, and all persons claiming under or through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the 2013 VSEP.

3. Definitions. As used herein:

“2012 Equity Plan” means the Company’s 2012 Equity and Incentive Compensation Plan (as may be amended, modified or supplemented from time to time), or any plan(s) determined by the Committee to be the successor thereto.

“2013 VSEP” has the meaning set forth in the preamble hereof.

“Absolute Performance Award” means an award that entitles the Participant to earn Absolute Performance Award Shares as determined in accordance with the terms and provisions of the 2013 VSEP based upon increases in the Company’s adjusted market capitalization over pre-established periods of time.

“Absolute Performance Award Shares” means, for each applicable Measurement Period, the number of Common Shares earned by a Participant for such Measurement Period pursuant to the Absolute Performance Award, which Absolute Performance Award Shares may be subject to the additional time-based vesting requirements as provided in Section 8 hereof and the remainder of this 2013 VSEP.

“Absolute Performance Award Value Created” means, for each applicable Measurement Period, an aggregate amount equal to (a) the Market Capitalization minus (b) the Initial Market Capitalization minus (c) the Equity Raised (if, during any Measurement Period, the Company issues Additional Common Shares) plus (d) the Equity Repurchased (if, during any Measurement Period, the Company repurchases Common Shares).

“Absolute Performance Award Value Sharing Opportunity” means a percentage established for each Participant by the Committee or the Company under the 2013 VSEP for Absolute Performance Award Shares and communicated in writing to the Participant by the Company promptly after the Effective Date. As of the Effective Date, the aggregate amount of the Absolute Performance Award Value Sharing Opportunities for all Participants equals 1.4133%.

“Absolute Performance Award Vesting Schedule” has the meaning set forth in Section 8(b) hereof.

“Additional Common Shares” means, for each applicable Measurement Period, the aggregate number of Common Shares equal to the excess, if any, of (a) the Ending Shares Outstanding minus (b) the Starting Shares Outstanding; provided, that the number of Additional Common Shares will not be less than zero.

“Award” means the Absolute Performance Award together with the Relative Performance Award.

“Cause” means, unless otherwise provided by the Committee (in order of applicability) (a) “Cause” as defined in any Individual Agreement to which the Participant is a party, or (b) if there is no such Individual Agreement or if it does not define Cause: (i) conviction of the Participant for committing a felony under federal law or in the law of the state in which such action occurred; (ii) dishonesty in the course of fulfilling the Participant’s employment duties; (iii) willful and deliberate failure on the part of the Participant to perform the Participant’s employment duties in any material respect; or (iv) prior to a Change in Control, such other events as shall be determined by the Committee. The Committee shall, unless otherwise provided in an Individual Agreement with the Participant, have the sole discretion to determine whether Cause exists, and its determination shall be final.

2

“Change in Control” means the occurrence of any of the following:

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

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

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

“Change in Control Measurement Date” means the date upon which a Change in Control first occurs.

“Company” has the meaning set forth in the preamble hereof.

“Disabled” means the Participant has qualified for long-term disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.

“Dividend Adjusted Equity Repurchased” means a value equal to the sum of the following amounts calculated for each repurchase of Common Shares by the Company during the period between and including the Effective Date and the Final Measurement Date: the product of (a) the number of such repurchased Common Shares multiplied by (b) the Dividend Adjusted Share Price for the date on which the Company repurchased such Common Shares.

“Dividend Adjusted Share Price” means the Market Value per Share as of the Final Measurement Date (or, if earlier, a Change in Control Measurement Date), adjusted to account for the reinvestment of dividends on the Common Shares between and including January 1, 2013

3

and the Final Measurement Date (or, if earlier, a Change in Control Measurement Date), as disclosed through Bloomberg (or such other source reasonably determined by the Committee).

“Effective Date” has the meaning set forth in the preamble hereof.

“Eligible Employees” means the employees of the Company.

“Ending NAREIT Index Price” means the share price that would result if the Starting Share Price had been hypothetically invested in the NAREIT Index at the Starting NAREIT Index Value through the Final Measurement Date (utilizing the Ending NAREIT Index Value to quantify the return).

“Ending NAREIT Index Value” means the NAREIT Index Value for December 31, 2015 (or for the Change in Control Measurement Date, if earlier).

“Ending Share Price” means the average Share Price for a Common Share for the five-trading-day period ending on the applicable Measurement Date (subject to, for purposes of Absolute Performance Awards, a maximum Ending Share Price for any Measurement Date equal to, as determined by the Committee, the Starting Share Price increased by a compound annual growth rate for the period between and including January 1, 2013 and December 31, 2015 of 8.0% per year (such maximum Ending Share Price, the “Maximum Ending Share Price”), which Maximum Ending Share Price will be determined immediately after the Effective Date).

“Ending Shares Outstanding” means the aggregate number of Common Shares issued and outstanding, plus the aggregate number of Common Shares for which the OP Units are then exchangeable, as of the applicable Measurement Date.

“Equity Raised” means an amount equal to the sum of the aggregate gross value received by the Company during the period between the Effective Date through and including the applicable Measurement Date pursuant to (a) the issuance of Additional Common Shares, (b) the exercise of any warrants representing the right to purchase Common Shares and (c) the conversion of any Company convertible debt into Company equity (with such Company convertible debt calculated for purposes of this definition at face value).

“Equity Repurchased” means the aggregate amount paid by the Company during the period between the Effective Date through and including the applicable Measurement Date for the repurchase of Common Shares by the Company.

“Final Measurement Date” means the earlier of a Change in Control Measurement Date and December 31, 2015.

“Final Measurement Period” has the meaning set forth in the definition of Measurement Period.

“First Measurement Date” means December 31, 2013.

“First Measurement Period” has the meaning set forth in the definition of Measurement Period.

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“Fourth Measurement Date” means June 30, 2015.

“Fourth Measurement Period” has the meaning set forth in the definition of Measurement Period.

“Gross Absolute Performance Award Shares” means, for each applicable Measurement Period, a number of Absolute Performance Award Shares (rounded up to the nearest whole number of Absolute Performance Award Shares that is evenly divisible by five) equal to the quotient of (a) the applicable Participant’s Share of Absolute Performance Award Value Created divided by (b) the Ending Share Price on the applicable Measurement Date for such Measurement Period.

“Individual Agreement” means an employment or similar agreement between a Participant and the Company.

“Initial Market Capitalization” means a value equal to the product of (a) the Starting Shares Outstanding multiplied by (b) the Starting Share Price.

“Market Capitalization” means, with respect to an applicable Measurement Date, a value equal to the product of (a) the Ending Shares Outstanding multiplied by (b) the Ending Share Price.

“Maximum Ending Share Price” has the meaning set forth in the definition herein of Ending Share Price.

“Measurement Date” means, for each applicable Measurement Period, the earlier of the Change in Control Measurement Date or, as applicable, (a) the First Measurement Date, (b) the Second Measurement Date, (c) the Third Measurement Date, (d) the Fourth Measurement Date, or (e) the Final Measurement Date.

“Measurement Period” means each of the following periods: (a) the period commencing on the Effective Date and ending on the First Measurement Date (or the Change in Control Measurement Date, if applicable) (the “First Measurement Period”); (b) the period commencing on the first day immediately subsequent to the First Measurement Date and ending on the Second Measurement Date (or the Change in Control Measurement Date, if applicable) (the “Second Measurement Period”); (c) the period commencing on the first day immediately subsequent to the Second Measurement Date and ending on the Third Measurement Date (or the Change in Control Measurement Date, if applicable) (the “Third Measurement Period”); (d) the period commencing on the first day immediately subsequent to the Third Measurement Date and ending on the Fourth Measurement Date (or the Change in Control Measurement Date, if applicable) (the “Fourth Measurement Period”); and (e) the period commencing on the first day immediately subsequent to the Fourth Measurement Date and ending on the Final Measurement Date (or the Change in Control Measurement Date, if applicable) (the “Final Measurement Period”). For purposes of this 2013 VSEP, the one-year period between and including January 1, 2013 and December 31, 2013 is intended to constitute, for each and every Measurement Period, the minimum one-year earning period for performance-based awards for both the Absolute Performance Awards and Relative Performance Awards under the 2012 Equity Plan.

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“NAREIT” means the National Association of Real Estate Investment Trusts.

“NAREIT Equity Repurchased” means a value equal to the sum of the following amounts calculated for each repurchase of Common Shares by the Company during the period between and including the Effective Date and the Final Measurement Date: the product of (a) the quotient of (i) Equity Repurchased divided by (ii) the Share Price for the date on which the Company repurchased such Common Shares multiplied by (b) the share price that would result if the Starting Share Price had been hypothetically invested in the NAREIT Index at the Starting NAREIT Index Value through the date on which the Company repurchased such Common Shares.

“NAREIT Index” means the FTSE NAREIT Equity REITs Total Return Index for the FTSE International Limited NAREIT U.S. Real Estate Index Series (or, if at any time such index ceases to exist, any other index reasonably determined by the Committee to be an appropriate substitute therefor).

“NAREIT Index Value” means, for any particular day, the daily index value reported for the NAREIT Index.

“Notice of Award” means an agreement between the Company and a Participant substantially in the form of Exhibit B attached hereto, with such other terms and provisions as the Committee may determine from time to time.

“OP Units” means the operating partnership minority interests in the Company.

“Participant” means an Eligible Employee determined by the Committee to participate under the 2013 VSEP.

“Pro Rata Gross Absolute Performance Award Shares” means, for each applicable Measurement Period, a number of Absolute Performance Award Shares (rounded up to the nearest whole number of Absolute Performance Award Shares that is evenly divisible by five) equal to the product of (a)(i) the Gross Absolute Performance Award Shares minus (ii) the number of Absolute Performance Award Shares, if any, previously earned by the Participant under the 2013 VSEP, multiplied by (b) a fraction, the numerator of which equals the number of days in the Measurement Period through and including the date of the Participant’s death or Disability or the date on which the Participant’s employment with the Company is terminated without Cause, as applicable, and the denominator of which equals the total number of days in the Measurement Period.

“Relative Performance Award” means an award that entitles the Participant to earn Common Shares as determined in accordance with the terms and provisions of the 2013 VSEP based upon increases in relative total shareholder return of the Company compared to the performance of the NAREIT Index.

“Relative Performance Award Company Market Capitalization” means a value equal to the sum of: (a) an amount equal to the result of an investment of the Initial Market Capitalization in the Company’s Common Shares through the Final Measurement Date, with the return on such investment measured by the change in value of the Starting Share Price as compared to the

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Dividend Adjusted Share Price on the Final Measurement Date; plus (b) the sum of the following amounts calculated for each issuance of Common Shares by the Company during the period between and including the Effective Date and the Final Measurement Date: an amount equal to the result of the investment of the Equity Raised by each such issuance in the Company’s Common Shares from the date of issuance through the Final Measurement Date, with the return on such investment measured by the change in value of the Dividend Adjusted Share Price on the date on which such Common Shares were issued and the Dividend Adjusted Share Price on the Final Measurement Date; plus (c) the Dividend Adjusted Equity Repurchased; minus (d) the value of the product of (i) the aggregate number of Common Shares repurchased beginning on the Effective Date through and including the Final Measurement Date multiplied by (ii) the Dividend Adjusted Share Price on the Final Measurement Date.

“Relative Performance Award NAREIT Index Market Capitalization” means a value equal to the sum of: (a) an amount equal to the result of a hypothetical investment of the Initial Market Capitalization in the NAREIT Index through the Final Measurement Date, with the return on such investment measured by the change in the Starting NAREIT Index Value as compared to the Ending NAREIT Index Value; plus (b) the sum of the following amounts calculated for each issuance of Common Shares by the Company during the period between and including the Effective Date and the Final Measurement Date: an amount equal to the result of the hypothetical investment of the Equity Raised by each such issuance in the NAREIT Index from the date of issuance through the Final Measurement Date, with the return on such investment measured by the change in the NAREIT Index Value on the date on which such Common Shares were issued and the Ending NAREIT Index Value; plus (c) the NAREIT Equity Repurchased; minus (d) the value of the product of (i) the aggregate number of Common Shares repurchased beginning on the Effective Date through and including the Final Measurement Date multiplied by (ii) the Ending NAREIT Index Price; provided, that, solely for purposes of this definition, the Ending NAREIT Index Value will be no less than the Starting NAREIT Index Value.

“Relative Performance Award Shares” means the number of Common Shares earned by a Participant under the 2013 VSEP pursuant to the Relative Performance Award, which Relative Performance Award Shares may be subject to the additional time-based vesting requirements as provided in Section 9 hereof and the remainder of this 2013 VSEP.

“Relative Performance Award Value Created” means the difference in market capitalization on the Final Measurement Date determined by subtracting (b) from (a), where (a) equals Relative Performance Award Company Market Capitalization and where (b) equals the Relative Performance Award NAREIT Index Capitalization.

“Relative Performance Award Value Sharing Opportunity” means a percentage established for each Participant by the Committee or the Company under the 2013 VSEP for Relative Performance Award Shares and communicated in writing to the Participant by the Company promptly after the Effective Date. As of the Effective Date, the aggregate amount of the Relative Performance Award Value Sharing Opportunities for all Participants equals 1.9337%.

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“Relative Performance Award Vesting Schedule” has the meaning set forth in Section 9(d) hereof.

“Retention Restrictions” has the meaning set forth in Section 8(b) hereof.

“Second Measurement Date” means June 30, 2014.

“Second Measurement Period” has the meaning set forth in the definition of Measurement Period.

“Share of Absolute Performance Award Value Created” means, for each Participant: (a) for the First Measurement Period, a value equal to the product of (1) Absolute Performance Award Value Created and (2) two-sixths of the Participant’s Absolute Performance Award Value Sharing Opportunity; (b) for the Second Measurement Period, a value equal to the product of (1) Absolute Performance Award Value Created and (2) three-sixths of the Participant’s Absolute Performance Award Value Sharing Opportunity; (c) for the Third Measurement Period, a value equal to the product of (1) Absolute Performance Award Value Created and (2) four-sixths of the Participant’s Absolute Performance Award Value Sharing Opportunity; (d) for the Fourth Measurement Period, a value equal to the product of (1) Absolute Performance Award Value Created and (2) five-sixths of the Participant’s Absolute Performance Award Value Sharing Opportunity; and (e) for the Final Measurement Period, a value equal to the product of (1) Absolute Performance Award Value Created and (2) the Participant’s Absolute Performance Award Value Sharing Opportunity; provided, that each Participant’s aggregate Share of Absolute Performance Award Value Created earned for all Measurement Periods under the 2013 VSEP will be limited to a maximum U.S. dollar amount communicated in writing to the Participant by the Company promptly after the Effective Date, and the total aggregate amount of Share of Absolute Performance Award Value Created for all Participants for all Measurement Periods under the 2013 VSEP will be limited to $18.0 million; further provided, that in the event of a Change in Control, each Participant’s Share of Absolute Performance Award Value Created shall be deemed for purposes of this definition to be a value equal to the product of (1) Absolute Performance Award Value Created and (2) the Participant’s Absolute Performance Award Value Sharing Opportunity.

“Share of Relative Performance Award Value Created” means, for each Participant, a value equal to the product of (1) Relative Performance Award Value Created and (2) the Participant’s Relative Performance Award Value Sharing Opportunity; provided, that each Participant’s Share of Relative Performance Award Value Created will be limited to a maximum U.S. dollar amount communicated in writing to the Participant by the Company promptly after the Effective Date, and the total aggregate amount of Share of Relative Performance Award Value Created for all Participants under the 2013 VSEP will be limited to $36.0 million.

“Share Price” means Market Value per Share.

“Starting NAREIT Index Value” means the NAREIT Index Value for December 31, 2012.

“Starting Share Price” means the average Share Price for a Common Share for the five-trading-day period ended on December 31, 2012.

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“Starting Shares Outstanding” means the aggregate number of Common Shares issued and outstanding, plus the aggregate number of Common Shares for which the OP Units are then exchangeable, as of the Effective Date.

“Third Measurement Date” means December 31, 2014.

“Third Measurement Period” has the meaning set forth in the definition of Measurement Period.

4. Participants and Value Sharing Opportunities. The Committee has determined that, as of the Effective Date, certain Eligible Employees serving in the positions listed on Exhibit A shall be Participants in the 2013 VSEP. Each such Participant’s participation in the 2013 VSEP and his or her respective Absolute Performance Award Value Sharing Opportunity and Relative Performance Award Value Sharing Opportunity under the 2013 VSEP will be communicated in writing to the Participant by the Company promptly after the Effective Date.

5. Awards; Notices of Award. The 2013 VSEP will effectuate a grant by the Committee, as of the Effective Date, of an Absolute Performance Award and a Relative Performance Award to each Participant. In order to participate in the 2013 VSEP and receive an Award, each Participant must execute and deliver to the Company a Notice of Award, which Notice of Award in conjunction with the 2013 VSEP may constitute the Evidence of Award required under the 2012 Equity Plan. Each Notice of Award and each Award will be subject to the terms of the 2013 VSEP and the 2012 Equity Plan. In no event will an Award result in Participants being granted Absolute Performance Award Shares and/or Relative Performance Award Shares in excess of the applicable award limits set forth in the 2012 Equity Plan.

6. Determining Earned Absolute Performance Award Shares. With respect to each applicable Measurement Period, each Participant shall earn as of the applicable Measurement Date a number of Absolute Performance Award Shares equal to the excess, if any, of (a) the Gross Absolute Performance Award Shares minus (b) the number of Absolute Performance Award Shares, if any, previously earned by the Participant under the 2013 VSEP; provided, that the number of Absolute Performance Award Shares in each case will not be less than zero.

7. Effect of Certain Events During a Measurement Period on Earning of Absolute Performance Award Shares. For each Measurement Period, if any of the following events occurs during the Measurement Period, then, with respect to such Measurement Period, Participants shall not earn Absolute Performance Award Shares pursuant to Section 6 hereof, but shall instead earn a number of Absolute Performance Award Shares as determined pursuant to this Section 7 as follows:

(a) If, during the Measurement Period, a Participant shall die or become Disabled, or the Participant’s employment with the Company is terminated by the Company without Cause, then (i) the Participant shall earn a number of Absolute Performance Award Shares equal to the Pro Rata Gross Absolute Performance Award Shares; provided, that the number of Pro Rata Gross Absolute Performance Award Shares will not be less than zero, and (ii) the Participant shall immediately, as of the date of such death, Disability or termination of employment, forfeit any and all rights to receive Absolute Performance Award Shares with

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respect to any and all subsequent Measurement Periods under the 2013 VSEP. Absolute Performance Award Shares that are earned in accordance with this Section 7(a) will be issued as provided for in Section 8.

(b) If, during the Measurement Period, a Participant’s employment with the Company is terminated for Cause or the Participant voluntarily terminates his or her employment with the Company for any reason, then (i) the Participant shall immediately, as of the date of such termination of employment, forfeit any and all rights to earn Absolute Performance Award Shares with respect to such Measurement Period and any and all subsequent Measurement Periods under the 2013 VSEP, and (ii) any and all rights the Participant had, or may have had, under the 2013 VSEP will immediately, as of the date of such termination of employment, be forfeited without further action.

(c) If, during the Measurement Period, a Change in Control occurs, then (i) except to the extent a Replacement Award is provided to the Participant, the Participant shall earn as of the Change in Control Measurement Date a number of Absolute Performance Award Shares equal to the excess, if any, of (a) the Gross Absolute Performance Award Shares minus (b) the number of Absolute Performance Award Shares, if any, previously earned by the Participant under the 2013 VSEP; provided, that the number of Absolute Performance Award Shares in each case will not be less than zero, and (ii) all Participants shall immediately, as of the date of such Change in Control, forfeit any and all rights to earn any Absolute Performance Award Shares with respect to any and all subsequent Measurement Periods under the 2013 VSEP. Absolute Performance Award Shares that are earned in accordance with this Section 7(c) will be issued as provided for in Section 8.

For purposes of Section 7(c), a “Replacement Award” means a performance-based award (A) that entitles the Participant to earn Common Shares for the remaining Measurement Periods in a manner substantially equivalent to that provided for under the 2013 VSEP, (B) that has a value at least equal to the value of the remaining unearned portion of the Absolute Performance Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the remaining unearned portion of the Absolute Performance Award, (E) that vests upon a termination of the Participant’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) for Good Reason by the Participant or without Cause by such employer within a period of two years after the Change in Control based on actual performance through the date of such termination, and (F) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the remaining unearned portion of the Absolute Performance Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Absolute Performance Award (or any portions thereof) or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Absolute Performance Award if the requirements of the preceding sentence are satisfied. The determination of whether the

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conditions of this second paragraph of Section 7(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

For purposes of Section 7(c), “Cause” will be defined not less favorably with respect to the Participant than as such term is defined herein, and “Good Reason” will be defined to mean: a material reduction in the nature or scope of the responsibilities, authorities or duties of the Participant attached to the Participant’s position held immediately prior to the Change in Control; a change of more than 50 miles in the location of the Participant’s principal office immediately prior to the Change in Control; or a material reduction in the Participant’s remuneration upon or after the Change in Control; provided, that no later than 90 days following an event constituting Good Reason the Participant gives notice to the Company or its successor following the Change in Control of the occurrence of such event and such entity fails to cure the event within 30 days following the receipt of such notice.

8. Settlement of Absolute Performance Awards; Additional Time-Based Vesting Requirements for Absolute Performance Award Shares.

(a) The Company will issue to each Participant (or to the estate, guardian or beneficiary of the Participant, as the case may be) any Absolute Performance Award Shares earned by the Participant pursuant to an Absolute Performance Award not later than 10 days after the applicable Measurement Date.

(b) Unless otherwise determined by the Committee or as provided for in this 2013 VSEP, any Absolute Performance Award Shares earned by a Participant under the 2013 VSEP and issued pursuant to Section 8(a) will be subject to both substantial risk of forfeiture and transfer restrictions (together, the “Retention Restrictions”), which Retention Restrictions will lapse on such Absolute Performance Award Shares in 20% annual increments beginning on the applicable Measurement Date for such earned Absolute Performance Award Shares and on each of the first four anniversaries of such date (the “Absolute Performance Award Vesting Schedule”); provided, that to the extent that any Absolute Performance Award Shares have been earned as a result of the Participant’s death or Disability pursuant to Section 7(a) or due to the occurrence of a Change in Control pursuant to Section 7(c), the Retention Restrictions described in this Section 8(b) shall not apply to such Absolute Performance Award Shares.

(c) Subject to Section 11, during the Absolute Performance Award Vesting Schedule, the Participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber any Absolute Performance Award Shares that remain subject to Retention Restrictions. In addition:

(i) If a Participant’s employment with the Company terminates by reason of death or due to the Participant becoming Disabled during the Absolute Performance Award Vesting Schedule, any remaining Retention Restrictions will immediately lapse with respect to any Absolute Performance Award Shares that are then held by the Participant.

(ii) Unless otherwise determined by the Committee or as provided for in an Individual Agreement, if a Participant’s employment with the Company is

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terminated without Cause during the Absolute Performance Award Vesting Schedule, any Absolute Performance Award Shares that are then held by the Participant and remain subject to Retention Restrictions will immediately become nonforfeitable, but the applicable transfer restrictions under the Retention Restrictions shall continue to lapse according to the Absolute Performance Award Vesting Schedule.

(iii) Unless otherwise determined by the Committee or as provided for in an Individual Agreement, if a Participant’s employment with the Company terminates during the Absolute Performance Award Vesting Schedule for any reason other than due to death, due to the Participant becoming Disabled or due to the Participant’s employment with the Company being terminated without Cause during the Absolute Performance Award Vesting Schedule, any Absolute Performance Award Shares that are then held by the Participant and remain subject to Retention Restrictions will immediately be forfeited without any further action.

(d) Except to the extent provided by Section 409A of the Code and as permitted by the Company, no Common Shares may be issued to the Participant with respect to an Absolute Performance Award at a time earlier than otherwise expressly provided in the 2013 VSEP.

(e) The Company’s obligations to any Participant with respect to his or her Absolute Performance Award will be satisfied in full upon the issuance of any earned Absolute Performance Award Shares corresponding to the Absolute Performance Award or otherwise upon the settlement of such Absolute Performance Award pursuant to this Section 8.

9. Determining Earned Relative Performance Award Shares. If, as of the Final Measurement Date (or, if earlier, a Change in Control Measurement Date), the Ending Share Price is less than the Maximum Ending Share Price, then no Relative Performance Award Shares will be earned by any Participant. If, as of the Final Measurement Date (or, if earlier, a Change in Control Measurement Date), the Ending Share Price equals or exceeds the Maximum Ending Share Price, then:

(a) If the Relative Performance Award NAREIT Index Market Capitalization is equal to or exceeds the Relative Performance Award Company Market Capitalization, then no Relative Performance Award Shares will be earned by any Participant.

(b) If Relative Performance Award Company Market Capitalization exceeds the Relative Performance Award NAREIT Index Market Capitalization, then each Participant who is still employed by the Company at that time shall earn as of the Final Measurement Date (or, if earlier, a Change in Control Measurement Date) a number of Relative Performance Award Shares (rounded up to the nearest whole number of Relative Performance Award Shares that is evenly divisible by five) equal to the quotient of (i) the applicable Participant’s Share of Relative Performance Award Value Created divided by (ii) the Ending Share Price on the Final Measurement Date (or, if earlier, a Change in Control Measurement Date); provided, that the number of Relative Performance Award Shares in each case will not be less than zero.

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(c) The Company will issue to each Participant any Relative Performance Award Shares earned by the Participant pursuant to a Relative Performance Award not later than 10 days after the Final Measurement Date (or, if earlier, a Change in Control Measurement Date).

(d) Unless otherwise determined by the Committee or as provided for in this 2013 VSEP, any Relative Performance Award Shares earned by a Participant under the 2013 VSEP and issued pursuant to Section 9(c) will be subject to Retention Restrictions, which Retention Restrictions will lapse on such Relative Performance Award Shares in 20% annual increments beginning on the Final Measurement Date and on each of the first four anniversaries of such date (the “Relative Performance Award Vesting Schedule”); provided, that to the extent that any Relative Performance Award Shares have been earned in connection with the occurrence of a Change in Control, the Retention Restrictions described in this Section 9(d) shall not apply to such Relative Performance Award Shares.

(e) Subject to Section 11, during the Relative Performance Award Vesting Schedule, the Participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber any Relative Performance Award Shares that remain subject to Retention Restrictions. In addition:

(i) If a Participant’s employment with the Company terminates by reason of death or due to the Participant becoming Disabled during the Relative Performance Award Vesting Schedule, any remaining Retention Restrictions will immediately lapse with respect to any Relative Performance Award Shares that are then held by the Participant.

(ii) Unless otherwise determined by the Committee or as provided for in an Individual Agreement, if a Participant’s employment with the Company is terminated without Cause during the Relative Performance Award Vesting Schedule, any Relative Performance Award Shares that are then held by the Participant and remain subject to Retention Restrictions will immediately become nonforfeitable, but the applicable transfer restrictions under the Retention Restrictions shall continue to lapse according to the Relative Performance Award Vesting Schedule.

(iii) Unless otherwise determined by the Committee or as provided for in an Individual Agreement, if a Participant’s employment with the Company terminates during the Relative Performance Award Vesting Schedule for any reason other than due to death, due to the Participant becoming Disabled or due to the Participant’s employment with the Company being terminated without Cause during the Relative Performance Award Vesting Schedule, any Relative Performance Award Shares that are then held by the Participant and remain subject to Retention Restrictions will immediately be forfeited without any further action.

(f) Except to the extent provided by Section 409A of the Code and as permitted by the Company, no Common Shares may be issued to the Participant with respect to a

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Relative Performance Award at a time earlier than otherwise expressly provided in the 2013 VSEP.

(g) The Company’s obligations to any Participant with respect to his or her Relative Performance Award will be satisfied in full upon the issuance of any earned Relative Performance Award Shares corresponding to the Relative Performance Award or otherwise upon the settlement of such Relative Performance Award pursuant to this Section 9.

10. Shareholder Rights and Restrictions.

(a) No Participant shall have any rights as a shareholder of the Company (including, without limitation, the right to receive dividends or dividend equivalents or exercise voting rights) with respect to an Award or any Absolute Performance Award Shares or Relative Performance Award Shares until any earned Absolute Performance Award Shares or Relative Performance Award Shares are issued.

(b) Absolute Performance Awards and Relative Performance Awards shall be subject to the terms and conditions set forth in the Notice of Award relating to such Absolute Performance Awards and Relative Performance Awards, and Absolute Performance Award Shares and Relative Performance Award Shares shall be subject to the terms and conditions set forth in any Evidences of Award or other documents prepared by the Company and relating to such Absolute Performance Award Shares and Relative Performance Award Shares.

(c) The obligations of the Company under this 2013 VSEP will be merely that of an unfunded and unsecured promise of the Company to deliver Absolute Performance Award Shares and/or Relative Performance Award Shares in the future, and the rights of a Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this 2013 VSEP.

11. Transferability. Except as otherwise determined by the Committee or as permitted under the 2012 Equity Plan, Awards and Absolute Performance Award Shares and Relative Performance Award Shares subject to Retention Restrictions will not be assignable or transferable by any Participant; provided, however, that no provision in the 2013 VSEP will prevent the transfer of an Award, any Absolute Performance Award Shares or any Relative Performance Award Shares by will or the laws of descent and distribution in the event of the death of the Participant.

12. Section 409A of the Code.

(a) To the extent applicable, it is intended that this 2013 VSEP and any grants made hereunder comply with or will be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This 2013 VSEP and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this 2013 VSEP to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

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(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this 2013 VSEP and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this 2013 VSEP and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.

(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service.

(d) Notwithstanding any provision of this 2013 VSEP and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this 2013 VSEP and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this 2013 VSEP and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

13. Interpretation. Any reference in the 2013 VSEP to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue Service.

14. No Employment Rights. None of participation in the 2013 VSEP, the grant of any Award and the payment of any Absolute Performance Award Shares or Relative Performance Award Shares will confer upon any Participant any right with respect to continuance of employment by the Company.

15. Severability. In the event that one or more of the provisions of the 2013 VSEP shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

16. Adjustments, Etc. In the event of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any

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merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, the Committee shall make such substitutions or adjustments, if any, as are deemed necessary or equitable in its sole discretion to preserve the intent of this 2013 VSEP and to avoid any unintended windfalls or hardships with respect to the number or valuation of Awards, Absolute Performance Award Shares or Relative Performance Award Shares.

17. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under the 2013 VSEP, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income and employment tax laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by electing to have withheld, from the Common Shares required to be issued or delivered to the Participant or otherwise vesting, Common Shares having a value equal to the amount required to be withheld, or by delivering to the Company other Common Shares held by such Participant. The Common Shares used for tax withholding will be valued at an amount equal to the Market Value per Share of such Common Shares on the date the applicable amount is to be included in the Participant’s income. In no event will the Market Value per Share of the Common Shares to be withheld or delivered pursuant to this Section 17 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld.

18. Inability to Issue Common Shares Under 2012 Equity Plan. Notwithstanding the other provisions of this 2013 VSEP, only if and to the extent any Participant’s earned Absolute Performance Award Shares or earned Relative Performance Award Shares are unable to be issued under the 2012 Equity Plan, the Committee may then take such other steps as it deems necessary or advisable to settle the Absolute Performance Awards or Relative Performance Awards, as applicable.

19. Governing Law. The laws of the State of Ohio will govern this 2013 VSEP and all matters related hereto. If any Participant or the Company institutes a suit or other legal proceedings, whether in law or equity with respect to this 2013 VSEP, the Company and such Participant irrevocably consents to the jurisdiction of the Common Pleas Court of the State of Ohio (Cuyahoga County) or the United States District Court for the Northern District of Ohio.

16

20. Amendments, Etc. The Committee may amend the terms of any Award under the 2013 VSEP prospectively or retroactively, but subject to Section 12 and 16 hereof, no such amendment shall impair the rights of any Participant without his or her consent. The 2013 VSEP, the 2012 Equity Plan and the Notices of Award (and any applicable Evidences of Award) contain the entire agreement between the Company and the Participants relating to the 2013 VSEP.

[signature on following page]

17

DDR CORP.
By:	/s/ Robert H. Gidel
	Robert H. Gidel
	Chairman of the Executive Compensation Committee

18

EXHIBIT A

Participants

Chief Executive Officer (1 total)

President and Chief Financial Officer (1 total)

Senior Executive Vice President (1 total)

Executive Vice Presidents, Senior Vice Presidents and/or Vice Presidents (56 total)

EXHIBIT B

DDR CORP.

NOTICE OF AWARD UNDER THE 2013 VALUE SHARING EQUITY PROGRAM

The undersigned individual (the “Participant”) has been granted the following Absolute Performance Award and Relative Performance Award under the DDR Corp. 2013 Value Sharing Equity Program (the “2013 VSEP”):

Name of Participant:
Award Date of Grant:	January 1, 2013
Absolute Performance Award Value Sharing Opportunity:
Relative Performance Award Value Sharing Opportunity:
Maximum Aggregate Share of Absolute Performance Award     Value Created for all Measurement Periods:
Maximum Share of Relative Performance Award Value     Created:

By the Participant’s signature and the signature of the Company representative below, the Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the 2013 VSEP (the provisions of which are incorporated herein by reference) and the 2012 Equity Plan. A copy of the 2013 VSEP has been or will be provided to the Participate in connection with this Award, and this document shall constitute an agreement evidencing the Award as required under the 2012 Equity Plan. The Participant shall have such rights regarding his or her election to settle any tax withholding obligations with Common Shares as are described in Section 17 of the 2013 VSEP. Capitalized terms used in this document without definitions shall have the meanings given to those terms in the 2013 VSEP.

PARTICIPANT	DDR CORP.
Participant’s Signature
	By:
	Its:
Participant’s Printed Name

EX-21.1

Exhibit 21.1

DDR CORP.

LIST OF SUBSIDIARIES/AFFILIATES

1000 Van Ness Owners Association, a California corporation

AIP Office Flex II LLC, an Ohio limited liability company

AIP Properties #2, L.P., a Delaware limited partnership

AIP Tamarac, Inc., a Texas corporation

AIP-Alfred, Inc., a Texas corporation

American Industrial Properties REIT, a Texas real estate investment trust

American Industrial Properties REIT, Inc., a Maryland corporation

American Property Protection Company, a Vermont corporation

Ash Associates SPE, LLC, a Delaware limited liability company

Ash-I Associates, LLC, an Ohio limited liability company

Ash-L Associates, LLC, an Ohio limited liability company

Bandera Pointe Investment LLC, a Delaware limited liability company

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

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

BG BCF, LLC, a New York limited liability company

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

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

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

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

BG Delaware Consumer Square LLC, a Delaware limited liability company

BG Delaware Holdings LLC, a Delaware limited liability company

BG Dewitt M & CEC, LLC, a New York limited liability company

BG Greece, LLC, a New York limited liability company

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

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

BG Highlands, LLC, a Florida limited liability company

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

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

BG McKinley, LLC, a New York limited liability company

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

BG Mid City I, LLC, a New York limited liability company

BG Milestrip, LLC, a New York limited liability company

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

BG Monmouth, LLC, a New Jersey limited liability company

BG North Charleston, LLC, a South Carolina limited liability company

BG North Charleston SPE LLC, a Delaware limited liability company

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

BG ODP Tonawanda, LLC, a New York limited liability company

BG Olean, LLC, a New York limited liability company

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

BG Outer Loop, LLC, a Kentucky limited liability company

BG Rotonda LLC, a Delaware limited liability company

BG Seneca Ridge, LLC, a New York limited liability company

BG Thruway LLC, a Delaware limited liability company

BG Toledo, LLC, an Ohio limited liability company

BG Union Town, LLC, a North Carolina limited liability company

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

BG Williamsville, LLC, a New York limited liability company

BIG/DDR Venture LP, a Delaware limited partnership

Black Cherry Limited Liability Company, a Colorado limited liability company

BRE DDR Batavia Commons LLC, a Delaware limited liability company

BRE DDR Batavia SJB Plaza LLC, a Delaware limited liability company

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

BRE DDR Bison Holdings LLC, a Delaware limited liability company

BRE DDR Brookfield LLC, a Delaware limited liability company

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

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

BRE DDR Carillon Place LLC, a Delaware limited liability company

BRE DDR Connecticut Commons LLC, a Delaware limited liability company

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

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

BRE DDR Erie Marketplace LLC, a Delaware limited liability company

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

BRE DDR Flatacres Marketplace LLC, a Delaware limited liability company

BRE DDR Frisco Marketplace LLC, a Delaware limited liability company

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

BRE DDR Grandville Marketplace LLC, a Delaware limited liability company

BRE DDR Great Northern LLC, a Delaware limited liability company

BRE DDR Harbison Court LLC, a Delaware limited liability company

BRE DDR Homart Holdings LLC, a Delaware limited liability company

BRE DDR Jo-Ann Plaza LLC, a Delaware limited liability company

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

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

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

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

-2-

BRE DDR MacArthur Marketplace LLC, a Delaware limited liability company

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

BRE DDR McKinney Marketplace LLC, a Delaware limited liability company

BRE DDR Memorial LLC, a Delaware limited liability company

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

BRE DDR Midway Marketplace LLC, a Delaware limited liability company

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

BRE DDR Parker Pavilions LLC, a Delaware limited liability company

BRE DDR Piedmont Plaza LLC, a Delaware limited liability company

BRE DDR Pioneer Hills LLC, a Delaware limited liability company

BRE DDR Premier Place LLC, a Delaware limited liability company

BRE DDR Retail Holdings LLC, a Delaware limited liability company

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

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

BRE DDR Retail Parent LLC, a Delaware limited liability company

BRE DDR River Hills GP LLC, a Delaware limited liability company

BRE DDR River Hills LP, a Delaware limited partnership

BRE DDR Riverchase Promenade LLC, a Delaware limited liability company

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

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

BRE DDR Shoppers World LLC, a Delaware limited liability company

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

BRE DDR Spring Creek LLC, a Delaware limited liability company

BRE DDR Steele Crossing LLC, a Delaware limited liability company

BRE DDR Towne Center LLC, a Delaware limited liability company

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

BRE DDR Township Marketplace LLC, a Delaware limited liability company

BRE DDR TRS LLC, a Delaware limited liability company

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

BRE DDR Union Consumer Square LLC, a Delaware limited liability company

BRE DDR Union Road Plaza LLC, a Delaware limited liability company

BRE DDR Venice Holdings LLC, a Delaware limited liability company

BRE DDR Walden Avenue LLC, a Delaware limited liability company

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

BRE DDR Walden Place LLC, a Delaware limited liability company

BRE DDR Winter Park Palms LLC, a Delaware limited liability company

BRE DDR Woodfield Village LLC, a Delaware limited liability company

Buffalo-Broad Associates, LLC, an Ohio limited liability company

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

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

-3-

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

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

Buffalo Mooresville II, LLC, a Delaware limited liability company

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

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

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

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

Canal Street Partners, L.L.C., a Michigan limited liability company

Candlers GP LLC, a Delaware limited liability company

Candlers Station LP, a Delaware limited partnership

Chelmsford Associates LLC, a Delaware limited liability company

Chesterfield Exchange, LLC, a Georgia limited liability company

Coventry II DDR Bloomfield LLC, a Delaware limited liability company

Coventry II DDR Bloomfield TRS LLC, a Delaware limited liability company

Coventry II DDR Bloomfield TRS Parent LLC, a Delaware limited liability company

Coventry II DDR Buena Park LLC, a Delaware limited liability company

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

Coventry II DDR Buena Park Place LP, a Delaware limited partnership

Coventry II DDR Fairplain LLC, a Delaware limited liability company

Coventry II DDR Harbor Bloomfield Phase 1 LLC, a Delaware limited liability company

Coventry II DDR Harbor Bloomfield Phase 2 LLC, a Delaware limited liability company

Coventry II DDR Marley Creek Square LLC, a Delaware limited liability company

Coventry II DDR Montgomery Farm Holdings LLC, a Delaware limited liability company

Coventry II DDR Montgomery Farm LLC, a Delaware limited liability company

Coventry II DDR Phoenix Spectrum LLC, a Delaware limited liability company

Coventry II DDR Phoenix Spectrum Fee LLC, a Delaware limited liability company

Coventry II DDR Phoenix Spectrum OP LLC, a Delaware limited liability company

Coventry II DDR Phoenix Spectrum SPE LLC, a Delaware limited liability company

Coventry II DDR SM LLC, a Delaware limited liability company

Coventry II DDR Totem Lake LLC, a Delaware limited liability company

Coventry II DDR Tri County LLC, a Delaware limited liability company

Coventry II DDR Tri County SPE LLC, a Delaware limited liability company

Coventry II DDR Ward Parkway LLC, a Delaware limited liability company (liquidated by not dissolved)

Coventry II DDR Westover LLC, a Delaware limited liability company

Coventry II DDR Westover Holdings LLC, a Delaware limited liability company

Coventry II DDR/Trademark Montgomery Farm, L.P., a Texas limited partnership

Coventry II DDR/Tucker Marley Creek Square LLC, a Delaware limited liability company

Coventry II MM DDR Tri County LLC, a Delaware limited liability company

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

DD Community Centers Eight, Inc., a Delaware corporation

-4-

DD Community Centers Five Inc., an Ohio corporation

DDR I Depositor LLC, a Delaware limited liability company

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

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

DDR 2008 Portfolio LLC, a Delaware limited liability company

DDR 3P GP LLC, a Delaware limited liability company

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

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

DDR Bandera LLC, a Delaware limited liability company

DDR Bandera GP LLC, a Delaware limited liability company

DDR Bandera GP II LLC, a Delaware limited liability company

DDR Bandera LP II LLC, a Delaware limited liability company

DDR Barrington TC LLC, a Delaware limited liability company

DDR Beachwood Headquarters LLC, a Delaware limited liability company

DDR Belgate Holdings LLC, a Delaware limited liability company

DDR Belgate LP, a Delaware limited partnership

DDR Bermuda Square LLC, a Delaware limited liability company

DDR/BIG GP LLC, a Delaware limited liability company

DDR/BIG LP LLC, a Delaware limited liability company

DDR Builders LLC, a Delaware limited liability company

DDR Builders Utah Inc., a Utah corporation

DDR BV Holdings LLC, a Delaware limited liability company

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

DDR Canada Ventures Holding Inc., a Delaware corporation

DDR Canada Ventures Inc., an Ontario corporation

DDR Caribbean LLC, a Delaware limited liability company

DDR Caribbean Property Management LLC, a Delaware limited liability company

DDR Carolina Pavilion LP, a Delaware limited partnership

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

DDR Chillicothe LLC, a Delaware limited liability company

DDR Chillicothe LW LLC, a Delaware limited liability company

DDR Continental Inc., an Ohio corporation

DDR Continental LP, an Ohio limited partnership

DDR Copper Country LLC, a Delaware limited liability company

DDR Cotswold LLC, a Delaware limited liability company

DDR CP Holdings LLC, a Delaware limited liability company

DDR Cross Pointe Centre LLC, a Delaware limited liability company

DDR Crossroads Center LLC, an Ohio limited liability company

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

DDR CS Market LLC, a Delaware limited liability company

-5-

DDR Culver Ridge LLC, a Delaware limited liability company

DDR DB 151 Ventures LP, a Texas limited partnership

DDR DB Kyle LP, a Texas limited partnership

DDR DB Mendocino LP, a Delaware limited partnership

DDR DB Outlot LP, a Texas limited partnership

DDR DB Outlot II LP, a Texas limited partnership

DDR DB SA Phase II LP, a Texas limited partnership

DDR DB SA Ventures LP, a Texas limited partnership

DDR DB Schertz LP, a Texas limited partnership

DDR DB Stone Oak LP, a Texas limited partnership

DDR DB Tech Ventures LP, a Texas limited partnership

DDR DB Terrell LP, a Texas limited partnership

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

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

DDR DownREIT LLC, an Ohio limited liability company

DDR Duvall LLLP, a Delaware limited liability limited partnership

DDR Easton Holdings LLC, a Delaware limited liability company

DDR ECE LLC, a Delaware limited liability company

DDR Erie LLC, a Delaware limited liability company

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

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

DDR Family Centers I, Inc., an Ohio corporation

DDR Family Centers LP, a Delaware limited partnership

DDR Family Centers Orem LLC, a Delaware limited liability company

DDR FC Lakepointe I LP, a Texas limited partnership

DDR Flatiron LLC, an Ohio limited liability company

DDR Fort Union I & II LLC, a Delaware limited liability company

DDR Fort Union W LLC, a Delaware limited liability company

DDR GC Ventures LLC, a Delaware limited liability company

DDR GL East GP Inc., an Ontario corporation

DDR GL East Limited Partnership, an Ontario partnership

DDR GL East OPCO ULC, an Alberta unlimited liability company

DDR GL West GP Inc., an Ontario corporation

DDR GL West Limited Partnership, an Ontario partnership

DDR GL West OPCO ULC, an Alberta unlimited liability company

DDR GLH Freedom Plaza LLC, a Delaware limited liability company

DDR GLH GP Holdings LLC, a Delaware limited liability company

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

DDR GLH Hanover Trust, a Delaware business trust

-6-

DDR GLH LLC, a Delaware limited liability company

DDR GLH Marketplace Plaza LLC, a Delaware limited liability company

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

DDR Guilford LLC, a Delaware limited liability company

DDR Gulfport Promenade LLC, a Delaware limited liability company

DDR Hendon Nassau Park II LP, a Georgia limited partnership

DDR HD & C LLC, a Delaware limited liability company

DDR Highland Village LP, a Delaware limited partnership

DDR Homestead LLC, a Delaware limited liability company

DDR Horseheads LLC, a Delaware limited liability company

DDR Independence Commons LLC, a Delaware limited liability company

DDR IRR Acquisition LLC, a Delaware limited liability company

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

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

DDR Jamestown Plaza LLC, a Delaware limited liability company

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

DDR Jefferson County Plaza LLC, a Missouri limited liability company

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

DDR JS Chicago LLC, a Delaware limited liability company

DDR Jupiter Falls, LLC, a Delaware limited liability company

DDR Kildeer Inc., an Illinois corporation

DDR KM Shopping Center LLC, a Delaware limited liability company

DDR Kyle Holdings LLC, a Delaware limited liability company

DDR Lake Brandon Plaza LLC, a Delaware limited liability company

DDR Lakeland Marketplace LLC, a Delaware limited liability company

DDR Leroy Plaza LLC, a Delaware limited liability company

DDR LH2 Mezz LLC, a Delaware limited liability company

DDR Liberty Fair, Inc., a Delaware corporation

DDR Long Beach LLC, a Delaware limited liability company

DDR Luxembourg S.à r.l., a Luxembourg company

DDR Major Mac Richmond GP Inc., an Ontario corporation

DDR Major Mac Richmond Limited Partnership, an Ontario limited partnership

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

DDR Management LLC, a Delaware limited liability company

DDR Manatee Master GP LLC, a Delaware limited liability company

DDR Manatee Master LP, a Delaware limited partnership

DDR Manatee Master REIT, Inc., a Delaware corporation

DDR Mariner Square LLC, a Delaware limited liability company

DDR Mariner Square II LLC, a Delaware limited liability company

DDR Markaz LLC, a Delaware limited liability company

-7-

DDR Markaz II LLC, a Delaware limited liability company

DDR MCH East LLC, a Delaware limited liability company

DDR MCH West LLC, a Delaware limited liability company

DDR McHenry Square LLC, a Delaware limited liability company

DDR Mendocino Holdings LLC, a Delaware limited liability company

DDR Merriam Village LLC, a Delaware limited liability company

DDR Miami Avenue, LLC, a Delaware limited liability company

DDR Michigan II LLC, an Ohio limited liability company

DDR Mid-Atlantic Management Corp., a Delaware corporation

DDR Midvalley LLC, a Delaware limited liability company

DDR Midway Plaza LLC, a Delaware limited liability company

DDR MM Mezz LLC, a Delaware limited liability company

DDR Nampa LLC, a Delaware limited liability company

DDR Nampa Cinema LLC, a Delaware limited liability company

DDR Nassau Park II Inc., an Ohio corporation

DDR Nassau Pavilion Associates LP, a Georgia limited partnership

DDR Nassau Pavilion Inc., an Ohio corporation

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

DDR Northcreek Commons LLC, a Delaware limited liability company

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

DDR Northern GL East TE Co., a Delaware corporation

DDR Northern GL East Trust, a Delaware statutory trust

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

DDR Northern GL West TE Co., a Delaware corporation

DDR Northern GL West Trust, a Delaware statutory trust

DDR Northern Green Lane Bayview BF LLC, a Delaware limited liability company (inactive but not dissolved)

DDR Northern Green Lane Bayview TE Co., a Delaware corporation (inactive but not dissolved)

DDR Northern Green Lane Bayview Trust, a Delaware statutory trust (inactive but not dissolved)

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

DDR Northern Richmond Hill TE Co., a Delaware corporation

DDR Northern Richmond Hill Trust, a Delaware statutory trust

DDR Northland Square LLC, a Delaware limited liability company

DDR Northridge Loan LLC, a Delaware limited liability company

DDR Oceanside LLC, a Delaware limited liability company

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

DDR Office Flex Corporation, a Delaware corporation

DDR Office Flex LP, an Ohio limited partnership

DDR OG Holdings LLC, a Delaware limited liability company

DDR Ohio Opportunity LLC, an Ohio limited liability company

DDR Ohio Opportunity II LLC, an Ohio limited liability company

-8-

DDR Ontario Plaza LLC, a Delaware limited liability company

DDR Orchard Park LLC, a Delaware limited liability company

DDR Orland Park HD LLC, a Delaware limited liability company

DDR Orlando LLC, a Delaware limited liability company

DDR Overlook Hamilton LLC, a Delaware limited liability company

DDR Oxford Plaza LLC, a Delaware limited liability company

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

DDR Panorama Plaza LLC, a Delaware limited liability company

DDR Paradise LLC, an Ohio limited liability company

DDR Perimeter Holdings LLC, a Delaware limited liability company

DDR Perimeter Pointe LLC, a Delaware limited liability company

DDR Point Plaza LLC, a Delaware limited liability company

DDR/Post Office Limited Partnership, a Virginia limited partnership

DDR Poyner Place LP, a Delaware limited partnership

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

DDR PR Ventures II LLC, a Delaware limited liability company

DDR PR GC Ventures LLC, a Delaware limited liability company

DDR Prado LLC, a Delaware limited liability company

DDR Property Management LLC, a Delaware limited liability company

DDR PTC LLC, a Delaware limited liability company

DDR PTC Outparcel LLC, a Delaware limited liability company

DDR Realty Company, a Maryland Real Estate Investment Trust

DDR Reno LLC, a Delaware limited liability company

DDR Retail Real Estate Limited Partnership, an Illinois limited partnership

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

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

DDR Riverdale North LLC, a Delaware limited liability company

DDR Riverdale South LLC, a Delaware limited liability company

DDR Robinson Stop LLC, a Delaware limited liability company

DDR Schertz Holdings LLC, a Delaware limited liability company

DDR Seabrook LLC, a Delaware limited liability company

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

DDR Site Work LLC, a Delaware limited liability company

DDR/SKW Grayslake LLC, a Delaware limited liability company

DDR SM LLC, a Delaware limited liability company

DDR Snellville Holdings LLC, a Delaware limited liability company

DDR Southeast 12th Street DST, a Delaware statutory trust

DDR Southeast 6th Street DST, a Delaware statutory trust

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

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

-9-

DDR Southeast Apex Development LP, a Delaware limited partnership

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

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

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

DDR Southeast Broadway Street, L.L.C., a Delaware limited liability company

DDR Southeast Camfield LP, a Delaware limited partnership

DDR Southeast Camp Hill PA DST, a Delaware statutory trust

DDR Southeast Capital Crossing LP, a Delaware limited partnership

DDR Southeast Cary LP, a Delaware limited partnership

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

DDR southeast Central Avenue, L.L.C., a Delaware limited liability company

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

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

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

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

DDR Southeast Cove Road, L.L.C., a Delaware limited liability company

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

DDR Southeast Dearborn Heights Telegraph Road, L.L.C., a Delaware limited liability company

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

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

DDR Southeast Dothan Outparcel, L.L.C., a Delaware limited liability company

DDR Southeast Douglasville Depot, L.L.C., a Delaware limited liability company

DDR Southeast Duluth Reynolds, L.L.C., a Delaware limited liability company

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

DDR Southeast East 26th Street DST, a Delaware statutory trust

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

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

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

DDR Southeast Forest Hills LP, a Delaware limited partnership

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

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

DDR Southeast Genesee Street, L.L.C., a Delaware limited liability company

DDR Southeast Golden Gate, L.L.C., a Delaware limited liability company

DDR Southeast Grand Prairie GP, L.L.C., a Delaware limited liability company

DDR Southeast Grand Prairie Limited Partnership, an Illinois limited partnership

DDR Southeast Grand Prairie LP, L.L.C., a Delaware limited liability company

DDR Southeast Greensboro LP, a Delaware limited partnership

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

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

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

-10-

DDR Southeast Highland Ranch, L.L.C., a Delaware limited liability company

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

DDR Southeast Jefferson Street DST, a Delaware statutory trust

DDR Southeast Jones Bridge, L.L.C., a Delaware limited liability company

DDR Southeast Katy GP, L.L.C., a Delaware limited liability company

DDR Southeast Katy Limited Partnership, an Illinois limited partnership

DDR Southeast Katy LP, L.L.C., a Delaware limited liability company

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

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

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

DDR Southeast Livonia 6 Mile Road, L.L.C., a Delaware limited liability company

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

DDR Southeast Macon Eisenhower Annex, L.L.C., a Delaware limited liability company

DDR Southeast Meadow Point Pasco, L.L.C., a Delaware limited liability company

DDR Southeast Meadow Pointe, L.L.C., a Delaware limited liability company

DDR Southeast Memorial Boulevard DST, a Delaware statutory trust

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

DDR Southeast Monroeville Boulevard DST, a Delaware statutory trust

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

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

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

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

DDR Southeast Oakley LP, a Delaware limited partnership

DDR Southeast Oklahoma City, L.L.C., a Delaware limited liability company

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

DDR Southeast Olympia DST, a Delaware statutory trust

DDR Southeast Peach Street DST, a Delaware statutory trust

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

DDR Southeast Pittsburgh Street DST, a Delaware statutory trust

DDR Southeast Property Management Corp., a Delaware corporation

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

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

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

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

DDR Southeast Saw Mill Run Boulevard DST, a Delaware statutory trust

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

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

DDR Southeast Southlake LP, a Delaware limited partnership

DDR Southeast Spartanburg Pine, L.L.C., a Delaware limited liability company

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

-11-

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

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

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

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

DDR Southeast Town Center Limited Patnership, a Delaware limited partnership

DDR Southeast Tyrone II, L.L.C., a Delaware limited liability company

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

DDR Southeast Valley Park, L.L.C., a Delaware limited liability company

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

DDR Southeast Waterfront DST, a Delaware statutory trust

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

DDR Southeast West 26th Street DST, a Delaware statutory trust

DDR Southeast Westland Middlebelt Road, L.L.C., a Delaware limited liability company

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

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

DDR Southern Management Corp., a Delaware corporation

DDR Stone Oak Holdings LLC, a Delaware limited liability company

DDR Sunset Hills LLC, a Delaware limited liability company

DDR Tarpon Square LLC, a Delaware limited liability company

DDR TC LLC, a Delaware limited liability company

DDR Terraces SP LLC, a Delaware limited liability company

DDR Terrell Holdings LLC, a Delaware limited liability company

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

DDR TS Holdings LLC, a Delaware limited liability company

DDR Tucson Spectrum I LLC, a Delaware limited liability company

DDR Tucson Spectrum II LLC, a Delaware limited liability company

DDR Tucson Spectrum III LLC, a Delaware limited liability company

DDR TX Holdings LLC, a Delaware limited liability company

DDR Union Road LLC, a Delaware limited liability company

DDR Urban, Inc, a Delaware corporation

DDR Urban LP, a Delaware limited partnership

DDR Valencia Holdings LLC, a Delaware limited liability company

DDR Valencia L.P., a Delaware limited partnership

DDR Van Ness, Inc., an Ohio corporation

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

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

DDR Wando Crossing LLC, a Delaware limited liability company

DDR Warner Robins LLC, a Delaware limited liability company

DDR Warsaw Plaza LLC, a Delaware limited liability company

DDR WF Holdings LLC, a Delaware limited liability company

-12-

DDR WF Oakland LP, a Delaware limited partnership

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

DDRA Ahwatukee Foothills LLC, a Delaware limited liability company

DDRA Arrowhead Crossing LLC, a Delaware limited liability company

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

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

DDRA Maple Grove Crossing LLC, a Delaware limited liability

DDRA Tanasbourne Town Center LLC, a Delaware limited liability company

DDRC Gateway LLC, a Delaware limited liability company

DDRC PDK Salisbury LLC, an Ohio limited liability company

DDR PDK Salisbury IDOT LLC, a Delaware limited liability company

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

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

DDRC Pike Entertainment LLC, a California limited liability company

DDRM Aberdeen Square LLC, a Delaware limited liability company

DDRM Apple Blossom Corners LLC, a Delaware limited liability company

DDRM Bardmoor Shopping Center LLC, a Delaware limited liability company

DDRM Casselberry Commons LLC, a Delaware limited liability company

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

DDRM Citrus Hills LLC, a Delaware limited liability company

DDRM Clayton Corners LLC, a Delaware limited liability company

DDRM Clearwater Crossing LLC, a Delaware limited liability company

DDRM Cofer Crossing LLC, a Delaware limited liability company

DDRM Conway Plaza LLC, a Delaware limited liability company

DDRM Countryside LLC, a Delaware limited liability company

DDRM Creekwood Crossing LLC, a Delaware limited liability company

DDRM Crossroads Plaza LLC, a Delaware limited liability company

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

DDRM Derby Square LLC, a Delaware limited liability company

DDRM Fayetteville Pavilion LLC, a Delaware limited liability company

DDRM Flamingo Falls LLC, a Delaware limited liability company

DDRM Hairston Crossing LLC, a Delaware limited liability company

DDRM Harundale Plaza LLC, a Delaware limited liability company

DDRM Heather Island Plaza LLC, a Delaware limited liability company

DDRM Highland Grove LLC, a Delaware limited liability company

DDRM Hilliard Rome LLC, a Delaware limited liability company

DDRM Hilliard Rome SPE LLC, a Delaware limited liability company

DDRM Hilltop Plaza GP LLC, a Delaware limited liability company

DDRM Hilltop Plaza LP, a Delaware limited partnership

DDRM Holdings Pool 1 LLC, a Delaware limited liability company

-13-

DDRM Holdings Pool 2 LLC, a Delaware limited liability company

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

DDRM Lakewood Ranch LLC, a Delaware limited liability company

DDRM Largo Town Center LLC, a Delaware limited liability company

DDRM Market Square LLC, a Delaware limited liability company

DDRM Meadowmont Village Center LLC, a Delaware limited liability company

DDRM Meadows Square LLC, a Delaware limited liability company

DDRM Melbourne Shopping Center LLC, a Delaware limited liability company

DDRM Midway Plaza LLC, a Delaware limited liability company

DDRM North Pointe Plaza LLC, a Delaware limited liability company

DDRM Northlake Commons LLC, a Delaware limited liability company

DDRM Oviedo Park Crossing LLC, a Delaware limited liability company

DDRM Paradise Promenade LLC, a Delaware limited liability company

DDRM Paraiso Plaza LLC, a Delaware limited liability company

DDRM PBC LLC, a Delaware limited liability company

DDRM Plaza del Paraiso LLC, a Delaware limited liability company

DDRM Properties LLC, a Delaware limited liability company

DDRM River Run LLC, a Delaware limited liability company

DDRM Riverdale Shops LLC, a Delaware limited liability company

DDRM Riverstone Plaza LLC, a Delaware limited liability company

DDRM Rosedale Shopping Center LLC, a Delaware limited liability company

DDRM Sexton Commons LLC, a Delaware limited liability company

DDRM Sharon Greens LLC, a Delaware limited liability company

DDRM Sharon Greens Outlot LLC, a Delaware limited liability company

DDRM Sheridan Square LLC, a Delaware limited liability company

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

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

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

DDRM Shoppes of Ellenwood LLC, a Delaware limited liability company

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

DDRM Shoppes of Lithia LLC, a Delaware limited liability company

DDRM Shoppes on the Ridge LLC, a Delaware limited liability company

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

DDRM Skyview Plaza LLC, a Delaware limited liability company

DDRM Southwood Plantation LLC, a Delaware limited liability company

DDRM Springfield Commons LLC, a Delaware limited liability company

DDRM Village Center I LLC, a Delaware limited liability company

DDRM Village Center II LLC, a Delaware limited liability company

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

DDRM Watercolor Crossing LLC, a Delaware limited liability company

-14-

DDRM West Falls Plaza LLC, a Delaware limited liability company

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

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

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

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

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

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

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

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

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

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

DDR-SAU Jackson West Towne, L.L.C., a Delaware limited liability company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DDRTC Alexander Place LLC, a Delaware limited liability company

DDRTC Amity Square LLC, a Delaware limited liability company

DDRTC Barrett Pavilion LLC, a Delaware limited liability company

DDRTC Bellevue Place SC LLC, a Delaware limited liability company

DDRTC Birkdale Village LLC, a Delaware limited liability company

DDRTC Capital Plaza LLC, a Delaware limited liability company

DDRTC Carlisle Commons LLC, a Delaware limited liability company

-15-

DDRTC CC Plaza LLC, a Delaware limited liability company

DDRTC Chesterfield Crossings LLC, a Delaware limited liability company

DDRTC Columbiana Station I LLC, a Delaware limited liability company

DDRTC Columbiana Station II LLC, a Delaware limited liability company

DDRTC Commonwealth Center II LLC, a Delaware limited liability company

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

DDRTC Cox Creek SC LLC, a Delaware limited liability company

DDRTC CP LLC, a Delaware limited liability company

DDRTC CRC LLC, a Delaware limited liability company

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

DDRTC Cypress Trace LLC, a Delaware limited liability company

DDRTC Douglasville Pavilion LLC, a Delaware limited liability company

DDRTC Eisenhower Crossing LLC, a Delaware limited liability company

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

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

DDRTC Heritage Pavilion LLC, a Delaware limited liability company

DDRTC Hillsboro Square LLC, a Delaware limited liability company

DDRTC Holdings Pool 1 LLC, a Delaware limited liability company

DDRTC Holdings Pool 2 LLC, a Delaware limited liability company

DDRTC Holdings Pool 3 LLC, a Delaware limited liability company

DDRTC Holdings Pool 4 LLC, a Delaware limited liability company

DDRTC Holdings Pool 5 LLC, a Delaware limited liability company

DDRTC Holdings Pool 6 LLC, a Delaware limited liability company

DDRTC Market Place LLC, a Delaware limited liability company

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

DDRTC McFarland Plaza LLC, a Delaware limited liability company

DDRTC Naugatuck Valley SC LLC, a Delaware limited liability company

DDRTC Newnan Pavilion LLC, a Delaware limited liability company

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

DDRTC River Ridge LLC, a Delaware limited liability company

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

DDRTC Southlake Pavilion LLC, a Delaware limited liability company

DDRTC Stonebridge Square LLC, a Delaware limited liability company

DDRTC Suwanee Crossroads LLC, a Delaware limited liability company

DDRTC T&C LLC, a Delaware limited liability company

DDRTC Turkey Creek LLC, a Delaware limited liability company

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

DDRTC Walks at Highwood Preserve II LLC, a Delaware limited liability company

DDRTC Walks at Highwood Preserve III LLC, a Delaware limited liability company

DDRTC Warwick Center LLC, a Delaware limited liability company

-16-

DDRTC Waterfront Marketplace LLC, a Delaware limited liability company

DDRTC Waterfront Stacks LLC, a Delaware limited liability company

DDRTC Waterfront Town Center LLC, a Delaware limited liability company

DDRTC Westside Centre LLC, a Delaware limited liability company

DDRTC Willoughby Hills SC LLC, a Delaware limited liability company

DDRTC Winslow Bay Commons LLC, a Delaware limited liability company

DDRTC Woodstock Square LLC, a Delaware limited liability company

Developers Diversified of Alabama, Inc., an Alabama corporation

Developers Diversified Centennial Promenade LP, an Ohio limited partnership

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

Developers Diversified of Mississippi, Inc., an Ohio corporation

Diversified Construction LLC, a Delaware limited liability company

DOTRS Limited Liability Company, an Ohio limited liability company

DPG Farragut Pointe LLC, a Delaware limited liability company

DPG Realty Holdings LLC, a Delaware limited liability company

Eastchase Fort Worth OG LLC, a Delaware limited liability company

Easton Market Limited Liability Company, a Delaware limited liability company

Energy Management Development Services LLC, a Delaware limited liability company

Fayetteville Black Investments LLC, a Delaware limited liability company

Feverish IC LLC, a Delaware limited liability company

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

GS Boardman LLC, a Delaware limited liability company

GS Brentwood LLC, a Delaware limited liability company

GS Centennial LLC, a Delaware limited liability company

GS DDR LLC, an Ohio limited liability company

GS Erie LLC, a Delaware limited liability company

GS II Big Oaks LLC, a Delaware limited liability company

GS II Brook Highland LLC, a Delaware limited liability company

GS II DDR LLC, an Ohio limited liability company

GS II Green Ridge LLC, a Delaware limited liability company

GS II Indian Hills LLC, a Delaware limited liability company

GS II Jacksonville Regional LLC, a Delaware limited liability company

GS II Meridian Crossroads LLC, a Delaware limited liability company

GS II North Pointe LLC, a Delaware limited liability company

GS II Oxford Commons LLC, a Delaware limited liability company

GS II University Centre LLC, a Delaware limited liability company

GS II Uptown Solon LLC, a Delaware limited liability company

Hagerstown TIF LLC, an Ohio limited liability company

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

Hermes Associates, a Utah general partnership

-17-

Hermes Associates, Ltd., a Utah limited partnership

Hermes Building Annex LLC, a Delaware limited liability company

Hickory Hollow Exchange, LLC, a Georgia limited liability company

Historic Van Ness LLC, a California limited liability company

HWWM Associates, LLC, a New York limited liability company

JDN Ash LLC, a Delaware limited liability company

JDN Ash II LLC, a Delaware limited liability company

JDN BG Union Town LLC, a Delaware limited liability company

JDN Development Company, Inc., a Delaware Corporation

JDN Development Company Holdings LLC, a Delaware limited liability company

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

JDN Development LP LLC, a Delaware limited liability company

JDN Hamilton GP LLC, a Delaware limited liability company

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

JDN of Alabama Realty LLC, a Delaware limited liability company

JDN QRS LLC, a Delaware limited liability company

JDN Real Estate - Bridgewood Fort Worth, L.P., a Georgia limited partnership

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

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

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

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

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

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

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

JDN Real Estate - Norwood, LLC, a Georgia limited liability company

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

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

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

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

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

JDN Realty Corporation, a Maryland corporation

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

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

JDN Realty LP LLC, a Delaware limited liability company

JDN West Allis Associates Limited Partnership, a Georgia limited partnership

JDN Westgate LLC, a Delaware limited liability company

Lennox Town Center Limited, an Ohio limited liability company

Liberty Fair Mall Associates, Inc., an Ohio corporation (inactive but not dissolved)

Liberty Fair VA LP, a Virginia limited partnership (inactive but not dissolved)

Liberty Fair VA II LP, a Virginia limited partnership (inactive but not dissolved)

-18-

Merriam Town Center Ltd., an Ohio limited liability company

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

Mt. Nebo Pointe LLC, an Ohio limited liability company

MV Bloomfield LLC, a Delaware limited liability company

MV Management Company LLC, a Delaware limited liability company

National Property Protection Company, a Vermont corporation

Parcel J-1B Limited Partnership, a Virginia limited partnership

Paseo Colorado Holdings LLC, a Delaware limited liability company

Pecan Park, LLC, a Mississippi limited liability company

Plainville Connecticut LLC, an Ohio limited liability company

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

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

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

Retail Value Investment Program VII Limited Liability Company, a Delaware limited liability company

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

RO & SW Realty LLC, a Delaware limited liability company

Rocky Mountain Real Estate L.L.C., a Utah limited liability company

RVIP VIII Holdings LLC, a Delaware limited liability company

St. John Crossings, L.L.C., a Missouri limited liability company

Sansone Group/DDR LLC, a Missouri limited liability company

Shea and Tatum Associates Limited Partnership, an Arizona limited partnership

ShoreSales LLC, a Delaware limited liability company

Sonae Sierra Brazil B.V., S.a`r.l., a Dutch company

Southtown Realty LLC, a Delaware limited liability company

S&T Property LLC, a Delaware limited liability company

Sun Center Limited, an Ohio limited liability company

Tech Center 29 Limited Partnership, a Maryland limited partnership

Tech Center 29 Phase II Limited Partnership, a Maryland limited partnership

Tech Center Development Associates Limited Partnership, a Maryland limited partnership

Tech Ridge Coventry LLC, a Delaware limited liability company

Tech 29 GP, Inc., a Virginia corporation

TFCM Associates, LLC, a Utah limited liability company

Town Center Plaza, L.L.C., a Delaware limited liability company

Tri County Mall LLC, a Delaware limited liability company

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

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

ValuText LLC, a Delaware limited liability company

Victor Square SPE, LLC, a New York limited liability company

Victor Square SPE I LLC, a Delaware limited liability company

-19-

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-184221, 333-184224) and in the Registration Statements on Form S-8 (Nos. 333-76537; 333-108681; 333-117069; 333-147270, 333-162453, 333-181442) of DDR Corp. of our report dated March 1, 2013 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio

March 1, 2013

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Daniel B. Hurwitz, certify that:

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

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

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

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

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

March 1, 2013

Date

/s/ Daniel B. Hurwitz

Daniel B. Hurwitz

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, David J. Oakes, certify that:

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

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

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

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

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

March 1, 2013

Date

/s/ David J. Oakes

David J. Oakes

President and Chief Financial Officer

EX-32.1

Exhibit 32.1

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

I, Daniel B. Hurwitz, Chief Executive Officer of DDR Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)         The Annual Report on Form 10-K of the Company for the period ended December 31, 2012, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Daniel B. Hurwitz

Daniel B. Hurwitz

Chief Executive Officer

March 1, 2013

EX-32.2

Exhibit 32.2

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

I, David J. Oakes, President and Chief Financial Officer of DDR Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)         The Annual Report on Form 10-K of the Company for the period ended December 31, 2012, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ David J. Oakes

David J. Oakes

President and Chief Financial Officer

March 1, 2013

XML

Senior Notes (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Fixed-Rate Senior Notes

Carrying Value at December 31,					Coupon Rate at December 31, 2012	Effective Interest Rate at December 31, 2012	Maturity Date at December 31, 2012
	2012		2011
Unsecured indebtedness:
Senior Notes	$	1,825.2	$	1,658.6		4.625% – 9.625%	4.8% – 9.9%	May 2015 - July 2022
Senior Notes — Premium (Discount), net		4.0		(5.4	)
Senior Convertible Notes due 2040, net(A)		317.9		307.6		1.75%	5.3%	November 2040
Senior Convertible Notes due 2012, net		—		178.9		N/A	N/A	N/A
Total Senior Notes	$	2,147.1	$	2,139.7

(A) The Company may redeem the senior convertible notes any time on or after November 15, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date. In addition, the holders of the senior convertible notes may require the Company to repurchase their notes in whole or in part on specified dates, the first of which is November 15, 2015.

Summary of Carrying Amounts of Debt and Equity Balances

The Company’s carrying amounts of its debt and equity balances for the senior convertible notes are as follows (in thousands):

	December 31,
	2012			2011
Carrying value of equity component	$	52,497		$	69,217
Principal amount of senior convertible notes	$	350,000		$	529,509
Remaining unamortized debt discount		(32,120	)		(43,004	)
Net carrying value of senior convertible notes	$	317,880		$	486,505

XML

Benefit Plans - Summary of Stock Option Activity (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Stock Option Activity [Line Items]
Weighted-Average Exercise Price, Beginning balance	$ 25.35	$ 28.28	$ 29.02
Weighted-Average Exercise Price, Granted	$ 13.87	$ 13.72	$ 10.37
Weighted-Average Exercise Price, Exercised	$ 6.54	$ 6.39	$ 6.02
Weighted-Average Exercise Price, Forfeited	$ 26.21	$ 41.02	$ 30.21
Weighted-Average Exercise Price, Ending balance	$ 25.70	$ 25.35	$ 28.28
Weighted-Average Exercise Price, Options exercisable	$ 29.12	$ 28.00	$ 30.27
Weighted-Average Remaining Contractual Term (years), Ending Balance	5 years 3 months 18 days
Weighted-Average Remaining Contractual Term (years), Options exercisable	4 years 6 months	5 years 2 months 12 days	5 years 9 months 18 days
Aggregate Intrinsic Value, Ending balance	$ 7,877
Aggregate Intrinsic Value, Options exercisable	$ 6,538	$ 5,177	$ 8,035
Employees [Member]
Schedule Of Stock Option Activity [Line Items]
Number of Options Outstanding, Beginning Balance	2,683	3,223	3,330
Number of Options, Granted	345	276	373
Number of Options, Exercised	(266)	(192)	(212)
Number of Options, Forfeited	(166)	(624)	(268)
Number of Options Outstanding, Ending Balance	2,596	2,683	3,223
Number of Options exercisable	2,035	2,230	2,900
Directors [Member]
Schedule Of Stock Option Activity [Line Items]
Number of Options Outstanding, Beginning Balance	10	20	22
Number of Options, Granted	0	0	0
Number of Options, Exercised	0	0	0
Number of Options, Forfeited	(10)	(10)	(2)
Number of Options Outstanding, Ending Balance	0	10	20
Number of Options exercisable	0	10	20

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Investments in and Advances to Joint Ventures - Summary of Company's Equity Method Joint Ventures Included in Investments in and Advances (Detail)	12 Months Ended
	Dec. 31, 2012
Sonae Sierra Brasil BV SARL [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	33.30%
Equity Method Investment, Assets Owned	Eight shopping centers, a management company and two development projects in Brazil
DDR Domestic Retail Fund I [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	20.00%
Equity Method Investment, Assets Owned	59 grocery-anchored retail centers in several states
DDR Markaz II LLC [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	20.00%
Equity Method Investment, Assets Owned	13 neighborhood grocery-anchored retail centers in several states
DDR-SAU Retail Fund LLC [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	20.00%
Equity Method Investment, Assets Owned	27 grocery-anchored retail centers in several states
DDRTC Core Retail Fund LLC [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	15.00%
Equity Method Investment, Assets Owned	39 shopping centers in several states
Coventry II Joint Ventures [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Equity Method Investment, Assets Owned	Four shopping centers in several states
BRE DDR Retail Holdings, LLC [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	5.00%
Equity Method Investment, Assets Owned	46 shopping centers in several states
Other Joint Venture Interests [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Equity Method Investment, Assets Owned	14 shopping centers in several states and a management company
Minimum [Member] | Coventry II Joint Ventures [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	10.00%
Minimum [Member] | Other Joint Venture Interests [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	25.25%
Maximum [Member] | Coventry II Joint Ventures [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	20.00%
Maximum [Member] | Other Joint Venture Interests [Member]
Equity Method Investments Included In Investments In And Advances To Joint Ventures [Line Items]
Effective Ownership Percentage	79.45%

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Company's Combined Shopping and Office Properties Portfolios

The following table summarizes the Company’s shopping centers and office properties (none remaining at December 31, 2012). The table includes those assets located in Brazil:

	December 31,
	2012		2011		2010
Shopping centers owned		452		432		478
Unconsolidated joint ventures		206		177		189
Consolidated joint ventures		3		2		3
States(A)		39		38		39
Office properties		—		5		6
States		—		3		4

(A) Excludes shopping centers owned in Puerto Rico and Brazil.

Company's Reportable Segments

The tables below present information about the Company’s reportable operating segments and reflect the impact of discontinued operations (Note 12) (in thousands):

	For the Year Ended December 31, 2012
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	800,358		$	17							$	800,375
Operating expenses(A)		(337,875	)		(597	)							(338,472	)
Net operating income (loss)		462,483			(580	)							461,903
Depreciation and amortization		(248,781	)										(248,781	)
Interest income					15,799								15,799
Other income (expense), net					(4,300	)			$	(13,580	)		(17,880	)
Gain on change in control and sale of interests, net		78,127											78,127
Unallocated expenses(B)										(312,523	)		(312,523	)
Equity in net (loss) income of joint ventures		(2,570	)				$	37,820					35,250
Impairment of joint venture investments													(26,671	)
Loss from continuing operations												$	(14,776	)
As of December 31, 2012:
Total gross real estate assets	$	8,639,111										$	8,639,111
Notes receivable, net				$	246,907				$	(178,189	)(C)	$	68,718
	For the Year Ended December 31, 2011
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	749,742		$	87							$	749,829
Operating expenses(A)		(294,154	)		(13	)							(294,167	)
Net operating income		455,588			74								455,662
Depreciation and amortization		(215,928	)										(215,928	)
Interest income					9,832								9,832
Other income (expense), net					(5,000	)			$	(2	)		(5,002	)
Gain on change in control and sale of interests, net		25,170											25,170
Unallocated expenses(B)										(288,433	)		(288,433	)
Equity in net (loss) income of joint ventures		(6,747	)				$	20,481					13,734
Impairment of joint venture investments													(2,921	)
Loss from continuing operations												$	(7,886	)
As of December 31, 2011:
Total gross real estate assets	$	8,222,384							$	47,722		$	8,270,106
Notes receivable, net				$	84,541				$	9,364		$	93,905
	For the Year Ended December 31, 2010
	Shopping Centers			Loan Investments			Brazil  Equity Investment		Other			Total
Total revenues	$	741,551		$	381							$	741,932
Operating expenses(A)		(306,890	)		(11	)							(306,901	)
Net operating income		434,661			370								435,031
Depreciation and amortization		(202,981	)										(202,981	)
Interest income					6,450				$	852			7,302
Other income (expense), net										(24,148	)		(24,148	)
Unallocated expenses(B)										(382,830	)		(382,830	)
Equity in net (loss) income of joint ventures		(4,958	)				$	10,558					5,600
Impairment of joint venture investments													(227	)
Loss from continuing operations												$	(162,253	)
As of December 31, 2010:
Total gross real estate assets	$	8,361,632							$	49,607		$	8,411,239
Notes receivable, net				$	103,705				$	16,625		$	120,330

(A) Includes impairment charges of $105.4 million, $67.9 million and $84.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

(B) Unallocated expenses consist of general and administrative expenses, interest expense, loss/gain on debt retirement, gain/loss on equity derivative instruments and tax expense as listed in the consolidated statements of operations.

(C) Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the consolidated balance sheet.

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Income Taxes - Summary of Components of Income Tax (Benefit) Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Components Of Income Tax Expense Benefit [Line Items]
Federal	$ 0	$ 351	$ (1,775)
State and local	0	0	0
Current income tax expense benefit	0	351	(1,775)
Federal	0	0	45,311
State and local	0	0	6,663
Deferred income tax expense benefit	0	0	51,974
Total expense (benefit)	0	351	50,199
Puerto Rico [Member]
Components Of Income Tax Expense Benefit [Line Items]
Book loss before income taxes	(19,738)	(20,835)	(17,276)
Current income tax expense benefit	0	0	0
Deferred income tax expense benefit	0	0	0
Total expense (benefit)	$ 0	$ 0	$ 0

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Acquisitions - Unaudited Supplement to Pro Forma Operating Data (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Business Acquisition [Line Items]
Pro forma revenues	$ 835,454	$ 822,719	$ 766,917
Pro forma (loss) income from continuing operations	(92,582)	48,461	(144,755)
Pro forma loss from discontinued operations	(16,416)	(18,590)	(86,786)
Pro forma net (loss) income attributable to DDR common shareholders	$ (138,077)	$ 2,504	$ (234,129)
Basic earnings per share data:
(Loss) income from continuing operations attributable to DDR common shareholders	$ (0.41)	$ 0.07	$ (0.71)
Loss from discontinued operations attributable to DDR common shareholders	$ (0.05)	$ (0.06)	$ (0.25)
Net (loss) income attributable to DDR common shareholders	$ (0.46)	$ 0.01	$ (0.96)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$ (0.41)	$ (0.01)	$ (0.71)
Loss from discontinued operations attributable to DDR common shareholders	$ (0.05)	$ (0.06)	$ (0.25)
Net loss attributable to DDR common shareholders	$ (0.46)	$ (0.07)	$ (0.96)

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Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Valuation allowance			$ 58,300
Net deferred tax asset	0	0	0
TRS [Member]
Deferred tax assets	75,450	58,297	58,923
Deferred tax liabilities	(1,035)	(690)	(601)
Valuation allowance	(74,415)	(57,607)	(58,322)
Puerto Rico [Member]
Deferred tax assets	34,041	0	0
Deferred tax liabilities	(26,992)	0	0
Valuation allowance	$ (7,049)	$ 0	$ 0

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Investments in and Advances to Joint Ventures - Equity Method Investments with Zero Basis (Detail) (Unconsolidated Real Estate Ventures [Member], Coventry two joint ventures Zero basis [Member])	12 Months Ended
	Dec. 31, 2012
Equity Method Investments with Zero Basis [Line Items]
Equity Method Investment, Assets Owned	40 retail sites/centers in several states
Minimum [Member]
Equity Method Investments with Zero Basis [Line Items]
Effective Ownership Percentage	0.00%
Maximum [Member]
Equity Method Investments with Zero Basis [Line Items]
Effective Ownership Percentage	20.00%

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Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Unsecured term loan	$ 350,000,000	$ 0
Term Loan, covenant compliance	The Company was in compliance with all of the financial and other covenants.	The Company was in compliance with all of the financial and other covenants.
Net book value of investments and real estate collateralizing mortgages payable	2,200,000,000
Fixed interest rates on mortgage payables, Minimum	3.40%
Fixed interest rates on mortgage payables, Maximum	9.80%
Gross fees paid for revolving credit facilities and term loans	3,000,000	4,000,000	2,900,000
Debt extinguishment costs	400,000	7,900,000	4,200,000
Unsecured revolving credit facility arranged by JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member]
Debt Instrument [Line Items]
Unsecured revolving credit facility borrowing capacity	750,000,000
Accordion feature	1,250,000,000
Line of credit facility competitive bid option on periodic interest rates	Up to 50% of the facility
Facility fee	0.35%
Carrying Value	117,900,000	102,400,000
Unsecured revolving credit facility with PNC Bank National Association [Member]
Debt Instrument [Line Items]
Facility fee	0.35%
Carrying Value	30,000,000	40,000,000
Unsecured revolving credit facility	65,000,000
Revolving Credit Facilities [Member]
Debt Instrument [Line Items]
Specified spread line of credit facility LIBOR rate	1.65%
Specified spread line of credit facility prime rate	0.65%
Revolving Credit Facilities, covenant compliance	The Company was in compliance with these covenants at December 31, 2012.
Secured Term Loan with Key Bank National Association [Member]
Debt Instrument [Line Items]
Accordion feature	600,000,000
Term Loan, covenant compliance	Company is in compliance with the covenants for the secured term loan
Secured Term Loan Borrowing Capacity	500,000,000	500,000,000
Term loan maturity date	Sep. 30, 2014
Term loan extension maturity period	1 year
Specified spread term loan facility LIBOR rate	1.70%
Unsecured Term Loan - Tranche 1 [Member]
Debt Instrument [Line Items]
Unsecured term loan	50,000,000	0
Specified spread term loan Libor rate	1.70%
Term Loan, covenant compliance	Company is in compliance with the covenants for Tranche 1 of the unsecured term loan.
Term loan maturity date	Jan. 31, 2017
Unsecured Term Loan- Tranche 2 [Member]
Debt Instrument [Line Items]
Unsecured term loan	300,000,000	0
Specified spread term loan Libor rate	2.10%
Term Loan, covenant compliance	Company is in compliance with the covenants for Tranche 2 of the unsecured term loan.
Term loan maturity date	Jan. 31, 2019
Euro-denominated borrowings [Member]
Debt Instrument [Line Items]
Carrying Value	6,200,000
Canadian Borrowings [Member]
Debt Instrument [Line Items]
Carrying Value	$ 51,700,000

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Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Unconsolidated joint venture investments, Total Losses	$ 26,671,000	$ 2,921,000	$ 227,000
Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Long-lived assets held and used and held for sale, Fair Value Measurements	180,700,000	212,000,000	229,200,000
Unconsolidated joint venture investments, Fair Value Measurements	4,700,000	5,500,000	0
Deconsolidated joint venture investment, Fair Value Measurements	56,100,000
Long-lived assets held and used and held for sale, Total Losses	126,500,000	125,800,000	171,900,000
Unconsolidated joint venture investments, Total Losses	26,700,000	2,900,000	200,000
Deconsolidated joint venture investment, Total Losses	9,300,000
Fair Value Measurements [Member] | Level 1 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Long-lived assets held and used and held for sale, Fair Value Measurements	0	0	0
Unconsolidated joint venture investments, Fair Value Measurements	0	0	0
Deconsolidated joint venture investment, Fair Value Measurements	0
Fair Value Measurements [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Long-lived assets held and used and held for sale, Fair Value Measurements	0	0	0
Unconsolidated joint venture investments, Fair Value Measurements	0	0	0
Deconsolidated joint venture investment, Fair Value Measurements	0
Fair Value Measurements [Member] | Level 3 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Long-lived assets held and used and held for sale, Fair Value Measurements	180,700,000	212,000,000	229,200,000
Unconsolidated joint venture investments, Fair Value Measurements	4,700,000	5,500,000	0
Deconsolidated joint venture investment, Fair Value Measurements	$ 56,100,000

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Earnings and Dividends Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Reconciliation of Net Income Loss from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS

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

	For the Year Ended December 31,
	2012			2011			2010
Basic Earnings:
Continuing Operations:
Loss from continuing operations	$	(14,776	)	$	(7,886	)	$	(162,253	)
Plus: Gain on disposition of real estate		5,863			7,079			1,318
Plus: (Loss) income attributable to non-controlling interests		(493	)		3,543			12,071
(Loss) income from continuing operations attributable to DDR		(9,406	)		2,736			(148,864	)
Write-off of preferred share original issuance costs		(5,804	)		(6,402	)		—
Preferred dividends		(28,645	)		(31,587	)		(42,269	)
Basic — Loss from continuing operations attributable to DDR common shareholders		(43,855	)		(35,253	)		(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Basic — Loss from continuing operations	$	(44,969	)	$	(35,741	)	$	(191,288	)
Discontinued Operations:
Loss from discontinued operations		(16,416	)		(18,590	)		(86,786	)
Plus: Income attributable to non-controlling interests		—			—			26,292
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Basic — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(54,331	)	$	(251,782	)
Diluted Earnings:
Continuing Operations:
Basic — Loss from continuing operations attributable to DDR common shareholders	$	(43,855	)	$	(35,253	)	$	(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Less: Fair value of Otto Family warrants		—			(21,926	)		—
Diluted — Loss from continuing operations	$	(44,969	)	$	(57,667	)	$	(191,288	)
Discontinued Operations:
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Diluted — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(76,257	)	$	(251,782	)
Number of Shares:
Basic — Average shares outstanding		291,726			270,278			244,712
Effect of dilutive securities — Warrants		—			1,194			—
Diluted — Average shares outstanding		291,726			271,472			244,712
Basic Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.13	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.20	)	$	(1.03	)
Dilutive Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.21	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.28	)	$	(1.03	)

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

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

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

	For the Year Ended December 31,
	2012		2011		2010
Mortgages and liability assumed from acquisitions	$	42.3	$	137.8	$	—
Consolidation of the net assets (excluding mortgages disclosed below) of previously unconsolidated joint ventures		383.0		87.8		—
Mortgages assumed of previously unconsolidated joint ventures		246.2		50.1		—
Deconsolidation of net assets from the adoption of ASC 810		—		—		20.2
Reduction of non-controlling interests from the adoption of ASC 810		—		—		12.4
Deconsolidation of net assets		—		5.0		15.2
Reduction of non-controlling interests due to deconsolidation of Mervyns Joint Venture		—		—		3.9
Foreclosure of note receivable and transfer of collateral		—		—		19.0
Equity derivative liability – affiliate		—		74.3		—
Write-off of preferred share original issuance costs		5.8		6.4		—
Dividends declared		44.2		29.1		12.1
Accounts payable related to construction in progress		18.2		3.4		3.3

Estimated Useful Lives of Assets

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings	Useful lives, 31.5 years
Building improvements and fixtures	Useful lives, ranging from 5 to 20 years
Tenant improvements	Shorter of economic life or lease terms

Fee and Other Income

Fee and other income from continuing operations was composed of the following (in thousands):

	For the Year Ended December 31,
	2012		2011		2010
Management, development, financing and other fee income	$	43,811	$	47,539	$	54,592
Ancillary and other property income		27,665		28,527		20,196
Lease termination fees		6,401		5,897		7,482
Other miscellaneous		384		607		2,123
Total fee and other income	$	78,261	$	82,570	$	84,393

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Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments - Scheduled Principal Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Long Term Debt Maturities Repayments Of Principal [Line Items]
2013	$ 66,640
2014	772,829
2015	514,546
2016	459,705
2017	375,293
Thereafter	2,118,627
Total	4,307,640
Unamortized fair market value of assumed debt	11,503
Total indebtedness	$ 4,319,143

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Earnings and Dividends Per Share - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended										1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012 Senior convertible notes due 2040 [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2010 Stock Options [Member]	Dec. 31, 2012 Forward equity [Member]	Dec. 31, 2011 Forward equity [Member]	Mar. 31, 2011 Warrants [Member]	Dec. 31, 2011 Warrants [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic average shares outstanding not include restricted shares	2.4	1.9	1.9
Options to purchase common shares not included in computation of diluted EPS						2.6	2.7	3.2
Senior convertible notes Convertible to common shares price					$ 15.76
Conversion price per share greater than applicable trading day					125.00%
Warrants to purchase common shares			10.0	10.0
Exercise of warrants for common stock shares											10.0
Warrants to purchase common shares included in the computation of diluted EPS												10.0
Forward Equity Agreement Entered, not included in the computation of diluted EPS									19.0	9.5

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Income Taxes - Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation Of Dividends Paid And Deductible Dividends [Line Items]
Dividends paid	$ 153,617	$ 75,253	$ 61,204
Plus: Deemed dividends on convertible debt	7,875	0	0
Less: Dividends designated to prior year	(6,967)	(6,967)	(6,967)
Plus: Dividends designated from the following year	7,030	6,967	6,967
Less: Return of capital	(112,612)	(58,861)	(61,204)
Dividends paid deduction	$ 48,943	$ 16,392	$ 0

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Subsequent Events - Additional Information (Detail) (USD $)	12 Months Ended		12 Months Ended					12 Months Ended	1 Months Ended		12 Months Ended	1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Additional vesting [Member]	Dec. 31, 2012 Performance Period [Member]	Dec. 31, 2012 VSEP awards [Member]	Dec. 31, 2012 Time-based vesting [Member]	Feb. 28, 2013 Subsequent Events [Member] Oxford [Member]	Dec. 31, 2012 Unsecured revolving credit facility with PNC Bank National Association [Member]	Jan. 31, 2013 Unsecured revolving credit facility with PNC Bank National Association [Member] Subsequent Events [Member]	Jan. 31, 2013 Secured Term Loan arranged by KeyBanc Capital Markets and RBC Capital Markets [Member] Subsequent Events [Member]	Dec. 31, 2012 Unsecured revolving credit facility arranged by JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member]	Jan. 31, 2013 Unsecured revolving credit facility arranged by JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member] Subsequent Events [Member]
Subsequent Event [Line Items]
Unsecured revolving credit facility								$ 65,000,000	$ 65,000,000
Secured term loan	400,000,000	500,000,000								400,000,000
Debt instrument basis spread on variable rate									1.40%	1.55%		1.40%
Unsecured revolving credit facility, borrowing capacity											750,000,000	750,000,000
Term loan maturity date										Apr. 30, 2017
Accordion feature											1,250,000,000	1,250,000,000
Debt instrument basis spread on variable rate decrease									0.25%	0.15%		0.25%
Facility fee								0.35%	0.30%		0.35%	0.30%
Revolving credit facility maturity period								Feb. 29, 2016	Apr. 30, 2017		Feb. 29, 2016	Apr. 30, 2017
Period for which the options granted are generally vested	3 years		4 years	3 years	7 years	4 years
Amount transferred to pay vendors pursuant to an agreement							11,000,000
Unasserted Claim under Agreement							$ 5,000,000

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Notes Receivable - Loans Receivable on Real Estate (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Mortgage Loans on Real Estate [Line Items]
Balance at beginning of period	$ 84,541	$ 103,705	$ 58,719
New mortgage loans	10,239	10,000
Interest	876	811
Accretion of discount	826	780	250
Payments of principal	(104)	(25,755)	0
Loan loss reserve	(4,300)	(5,000)	0
Other	(31,700)	0
Balance at December 31	$ 60,378	$ 84,541	$ 103,705

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Financial Instruments - Effect of Company's Derivative Instruments on Net Loss and Income (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Interest rate products [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, (Loss) Gain Recognized in Other Comprehensive (Income) Loss, Effective Portion	$ (8.3)	$ (3.6)	$ 10.2
Interest expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, (Loss) Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ (0.9)	$ (0.1)	$ 0.4

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Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Amounts receivable from joint ventures	$ 34.3	$ 3.0

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Transactions with Related Parties - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended	12 Months Ended					12 Months Ended		1 Months Ended	12 Months Ended
	Sep. 30, 2010	Jun. 30, 2012	Dec. 31, 2012 Store	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 EDT [Member] Directors	May 31, 2007 DDR joint venture [Member]	Dec. 31, 2012 ECE joint venture [Member] Directors	May 31, 2007 ECE joint venture [Member]	May 31, 2009 Otto Family [Member]	Dec. 31, 2010 Otto Family [Member]	Apr. 30, 2009 Otto Family [Member]
Related Party Transaction [Line Items]
Joint venture ownership percentage							75.00%		25.00%
Number of directors						2		2
Secured bridge loan												$ 60
Collateralized loan obtained										60
Related transactions, interest rate			10.00%							9.00%
Prepayment penalty charges											0.9
Interest paid for loan											1.9
Mezzanine loan	31.7
Number of shopping centers			6
Related party transaction maturity			2017
Interest income		$ 1.5		$ 3.2	$ 0.9

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Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Quarterly Results Of Operations [Line Items]
Revenues	$ 210,870	$ 204,119	$ 193,778	$ 191,608	$ 189,357	$ 186,279	$ 185,946	$ 188,247	$ 800,375	$ 749,829	$ 741,932
Net (loss) income attributable to DDR	(4)	26,738	(37,500)	(15,056)	5,206	(42,989)	(13,383)	35,312	(25,822)	(15,854)	(209,358)
Net (loss) income attributable to DDR common shareholders	$ (7,034)	$ 13,253	$ (44,467)	$ (22,023)	$ (1,761)	$ (49,956)	$ (26,871)	$ 24,745	$ (60,271)	$ (53,843)	$ (251,627)
Basic:
Net (loss) income per common share attributable to DDR common shareholders	$ (0.02)	$ 0.04	$ (0.16)	$ (0.08)	$ (0.01)	$ (0.18)	$ (0.10)	$ 0.10	$ (0.21)	$ (0.20)	$ (1.03)
Weighted-average number of shares	307,873	302,232	280,390	275,214	274,718	274,639	274,299	255,966	291,726	270,278	244,712
Diluted:
Net income (loss) per common share attributable to DDR common shareholders	$ (0.02)	$ 0.04	$ (0.16)	$ (0.08)	$ (0.01)	$ (0.18)	$ (0.10)	$ 0.01	$ (0.21)	$ (0.28)	$ (1.03)
Weighted-average number of shares	307,873	302,924	280,390	275,214	274,718	274,639	276,067	262,581	291,726	271,472	244,712

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Other Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Finite And Infinite Lived Intangible Assets [Line Items]
Amortization expense	$ 17.5	$ 8.2	$ 6.6
Estimated future amortization expense, 2013	24.8
Estimated future amortization expense, 2014	19.5
Estimated future amortization expense, 2015	15.3
Estimated future amortization expense, 2016	12.6
Estimated future amortization expense, 2017	9.6
Recorded out-of-period adjustment attributable to purchase price allocation	1.5
Amount by which other assets increased	$ 4.4

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Financial Instruments - Debt Instruments With Carrying Value Different Than Estimated Fair Values (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior notes	$ 2,147,097	$ 2,139,718
Revolving Credit Facilities and Term Loans, Carrying amount	897,905	642,421
Mortgage indebtedness	1,274,141	1,322,445
Total indebtedness	4,319,143	4,104,584
Senior notes, Fair Value	2,503,127	2,282,818
Revolving Credit Facilities and Term Loans, Fair Value	903,210	641,854
Mortgage and indebtedness, Fair Value	1,324,969	1,352,142
Long-term debt, Fair Value Total	$ 4,731,306	$ 4,276,814

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Senior Notes - Summary of Fixed-Rate Senior Notes (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012
Senior Notes [Line Items]
Redemption of notes	The Company may redeem the senior convertible notes any time on or after November 15, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date.

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Financial Instruments - Information Regarding Swaps (Detail) (USD $) In Millions, unless otherwise specified			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Interest Rate Swaps One [Member]	Dec. 31, 2012 Interest Rate Swaps Two [Member]	Dec. 31, 2012 Interest Rate Swaps Three [Member]	Dec. 31, 2012 Interest Rate Swaps Four [Member]	Dec. 31, 2012 Interest Rate Swaps Five [Member]	Dec. 31, 2012 Interest Rate Swaps Six [Member]	Dec. 31, 2012 Interest Rate Swap Seven [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 632.8	$ 284.1	$ 100.0	$ 50.0	$ 100.0	$ 82.8	$ 100.0	$ 100.0	$ 100.0
LIBOR Fixed Rate			1.00%	0.60%	0.50%	2.80%	0.90%	1.60%	1.50%
Maturity Date			Jun. 01, 2014	Jun. 01, 2015	Jul. 01, 2015	Sep. 01, 2017	Jan. 01, 2018	Feb. 01, 2019	Feb. 01, 2019

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Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments - Information Regarding Company's Revolving Credit Facilities, Term Loans And Mortgages Payable (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Unsecured term loan	$ 350,000,000	$ 0
Secured debt	400,000,000	500,000,000
Mortgage, Weighted Average Interest Rate	5.80%	5.90%
Unsecured revolving credit facility arranged by JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member]
Debt Instrument [Line Items]
Carrying Value	117,900,000	102,400,000
Weighted average interest rate	2.20%	2.70%
Maturity Date	Feb. 29, 2016
Unsecured revolving credit facility with PNC Bank National Association [Member]
Debt Instrument [Line Items]
Carrying Value	30,000,000	40,000,000
Weighted average interest rate	1.90%	1.90%
Maturity Date	Feb. 29, 2016
Unsecured Term Loan - Tranche 1 [Member]
Debt Instrument [Line Items]
Unsecured term loan	50,000,000	0
Term Loan	2.30%
Term loan maturity date	Jan. 31, 2017
Unsecured Term Loan- Tranche 2 [Member]
Debt Instrument [Line Items]
Unsecured term loan	300,000,000	0
Term Loan	3.40%
Term loan maturity date	Jan. 31, 2019
Secured Term Loan with Key Bank National Association [Member]
Debt Instrument [Line Items]
Term Loan	2.20%	3.00%
Secured debt	400,000,000	500,000,000
Term loan maturity date	Sep. 30, 2014
Mortgage indebtedness-Fixed Rate [Member]
Debt Instrument [Line Items]
Secured debt	1,187,900,000	1,230,400,000
Mortgage, Weighted Average Interest Rate	4.90%	5.40%
Mortgage Maturity Date	March 2013 - February 2022
Mortgage indebtedness-Variable Rate [Member]
Debt Instrument [Line Items]
Secured debt	86,200,000	91,000,000
Mortgage, Weighted Average Interest Rate	1.70%	2.00%
Mortgage Maturity Date	April 2013 - December 2037
Tax-exempt certificates-Fixed Rate [Member]
Debt Instrument [Line Items]
Secured debt	$ 0	$ 1,000,000
Mortgage, Weighted Average Interest Rate	0.00%	6.90%
Mortgage Maturity Date	NA

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Notes Receivable - Components of Notes Receivable (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans receivable	$ 60,378,000	$ 84,541,000	$ 103,705,000	$ 58,719,000
Other notes	3,100,000	3,000,000
Tax Increment Financing Bonds ("TIF Bonds")	5,200,000	6,400,000
Notes receivable , net	$ 68,718,000	$ 93,905,000	$ 120,330,000
Loans Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maturity Date	September 2011 to November 2022
Loans Receivable [Member] | Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	5.70%
Loans Receivable [Member] | Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	14.00%
Other Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maturity Date	November 2014 to September 2017
Other Notes [Member] | Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	8.50%
Other Notes [Member] | Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	12.00%
Tax Increment Financing Bonds [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maturity Date	April 2014 to July 2026
Tax Increment Financing Bonds [Member] | Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	5.50%
Tax Increment Financing Bonds [Member] | Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	8.50%

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

16.    Income Taxes

The Company elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for the three years ended December 31, 2012, no U.S. federal income or excise taxes were incurred.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, at December 31, 2012, the Company has taxable REIT subsidiaries that generate taxable income from non-REIT activities and is subject to federal, state and local income taxes.

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company utilizes its TRS to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT. In addition, the Company is subject to income tax for its operations in Puerto Rico.

At December 31, 2012, 2011 and 2010, the tax cost basis of assets was $8.7 billion, $8.5 billion and $8.6 billion, respectively. For the year ended December 31, 2012, the Company recorded a net payment of $1.1 million. For the years ended December 31, 2011 and 2010, the Company recorded a net refund of $0.5 million and $2.1 million, respectively. These amounts reflect taxes paid to federal and state authorities for franchise and other taxes.

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):

	For the Year Ended December 31,
	2012			2011		2010
Book (loss) income before income taxes — TRS	$	(16,934	)	$	4,738	$	(22,843	)

Components of income tax expense (benefit) are as follows:

Current:
Federal	$	—		$	351		$	(1,775	)
State and local		—			—			—
		—			351			(1,775	)
Deferred:
Federal		—			—			45,311
State and local		—			—			6,663
		—			—			51,974
Total expense (benefit) — TRS	$	—		$	351		$	50,199
Book loss before income taxes — Puerto Rico	$	(19,738	)	$	(20,835	)	$	(17,276	)
Current	$	—		$	—		$	—
Deferred		—			—			—
Total expense (benefit) — Puerto Rico	$	—		$	—		$	—

At December 31, 2012 and 2011, the Company had net deferred tax assets of $81.5 million and $57.6 million, respectively. The net deferred tax asset at December 31, 2012, included $36.7 million attributed to net operating loss carryforwards that expire in varying amounts between the years 2017 through 2032, $10.9 million attributable to tax restructuring of investments in order to increase capital recycling ability, and $30.0 million of Puerto Rico special partnership loss carryforwards with no expiration date.

Realization of the net deferred tax assets is dependent on the existence of significant positive evidence, such as the Company’s ability to generate sufficient income to utilize the deferred tax assets within the relevant carryforward periods. Over the past several years, the Company has initiated various tax actions within the TRS that generated income (“Tax Actions”). These Tax Actions were initiated based upon management’s expectations of the REIT’s future liquidity and cash flow strategies. Management regularly assesses established reserves and adjusts these reserves when facts and circumstances indicate that a change in estimate is necessary. Due to the Company’s continued progress in raising capital over the past several years and expected improvements within its core operating results, it discontinued initiating these actions during the second half of 2010 and expects that it is unlikely that these Tax Actions will be used in future periods. In addition, throughout 2010, the Company continued to experience unexpected adverse charges within its TRS. During the fourth quarter of 2010, the TRS recorded an impairment charge of $19.3 million and a $3.0 million lease liability charge related to a development project that the Company no longer planned to pursue, which resulted in a loss within the TRS for the year ended December 31, 2010. As of December 31, 2010, the Company had a three-year cumulative pre-tax book loss, adjusted for permanent differences. This, in conjunction with the historical and continued volatility of the activities within the TRS, is sufficient negative evidence that a future benefit of the deferred tax asset may not exist. As such, management believed that it was more likely than not that the deferred tax assets would not be used in future years, and, accordingly, a full valuation allowance against those deferred tax assets was recorded at December 31, 2010.

The Company also had a three-year cumulative pretax book loss as of December 31, 2012, with respect to its Puerto Rican activity.

The differences between total income tax expense or benefit and the amount computed by applying the statutory federal income tax rate to income before taxes were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Statutory rate of 34% applied to pre-tax (loss) income	$	(5,757	)	$	1,611		$	(7,767	)
Effect of state and local income taxes, net of federal tax benefit		(847	)		237			(1,142	)
Valuation allowance increase (decrease)		16,808			(715	)		58,322
Other		(10,204	)		(782	)		786
Total expense — TRS	$	—		$	351		$	50,199
Effective tax rate		0.00	%		7.40	%		(219.76	)%(A)

(A) The 2010 effective tax rate includes the impact from the recording of the valuation allowance in the fourth quarter 2010. Without this impact, the effective tax rate was approximately 37.59%.

The differences between total income tax expense or benefit and the amount computed by applying the statutory income tax rate to income before taxes with respect to its Puerto Rican activity were as follows (in thousands):

	For the Year  Ended December 31,
	2012
Statutory rate of 30% applied to pre-tax loss	$	(5,921	)
Valuation allowance increase		7,049
Other		(1,128	)
Total expense — Puerto Rico	$	—
Effective tax rate		0.00	%

Deferred tax assets and liabilities of the Company’s TRS and Puerto Rico were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Deferred tax assets — TRS	$	75,450		$	58,297		$	58,923
Deferred tax assets — Puerto Rico		34,041			—			—
Deferred tax liabilities — TRS		(1,035	)		(690	)		(601	)
Deferred tax liabilities — Puerto Rico		(26,992	)		—			—
Valuation allowance — TRS		(74,415	)		(57,607	)		(58,322	)
Valuation allowance — Puerto Rico		(7,049	)		—			—
Net deferred tax asset(A)	$	—		$	—		$	—

(A) The components of the net deferred tax assets are primarily attributable to net operating losses, Puerto Rico special partnership losses and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.

Reconciliation of GAAP net loss attributable to DDR to taxable income is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
GAAP net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)
Plus: Book depreciation and amortization(A)		247,084			222,751			217,035
Less: Tax depreciation and amortization(A)		(185,230	)		(181,935	)		(179,377	)
Book/tax differences on gains/losses from capital transactions		(122,101	)		(116,395	)		(103,331	)
Joint venture equity in (loss) earnings, net(A)		(23,885	)		19,190			(28,659	)
Dividends from subsidiary REIT investments		480			954			1,609
Deferred income		8,471			(4,327	)		1,937
Compensation expense		(11,325	)		(17,614	)		1,199
Impairment charges		153,142			128,765			172,127
Equity derivative instrument valuation		—			(21,926	)		40,157
Senior Convertible Notes interest expense		10,884			14,914			8,204
Miscellaneous book/tax differences, net		(2,755	)		(12,131	)		(12,007	)
Taxable income (loss) before adjustments		48,943			16,392			(90,464	)
Less: Capital Gains		(48,943	)		—			—
Less: Taxable loss carried forward(B)		—			—			90,464
Taxable income subject to the 90% dividend requirement	$	—		$	16,392		$	—

(A) Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in (loss) earnings, net.”

(B) The Company has net operating loss carryforwards expiring in 2030 of $90.5 million that can offset future undistributed taxable income.

Reconciliation between cash dividends paid and the dividends paid deduction is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Dividends paid	$	153,617		$	75,253		$	61,204
Plus: Deemed dividends on convertible debt		7,875			—			—
Less: Dividends designated to prior year		(6,967	)		(6,967	)		(6,967	)
Plus: Dividends designated from the following year		7,030			6,967			6,967
Less: Return of capital		(112,612	)		(58,861	)		(61,204	)
Dividends paid deduction	$	48,943		$	16,392		$	—

The dividends declared in the fourth quarter with respect to the Company’s common share dividends for the years ended December 31, 2012, 2011 and 2010, have been allocated and reported to shareholders in the subsequent year. The tax characterization of common share dividends per share as reported to shareholders for the years ended December 31, 2012, 2011, and 2010, are summarized as follows:

2012 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2011		01/06/12	$	—	$	0.0122	$	0.0678	$	0.0800
1st quarter		04/03/12		—		0.0183		0.1017		0.1200
2nd quarter		07/06/12		—		0.0183		0.1017		0.1200
3rd quarter		10/02/12		—		0.0183		0.1017		0.1200
4th quarter		01/04/13		—		—		—		—
			$	—	$	0.0671	$	0.3729	$	0.4400
2011 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2010		01/05/11	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/05/11		—		—		0.0400		0.0400
2nd quarter		07/06/11		—		—		0.0400		0.0400
3rd quarter		10/11/11		—		—		0.0600		0.0600
4th quarter		01/06/12		—		—		—		—
			$	—	$	—	$	0.1600	$	0.1600
2010 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2009		01/06/10	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/06/10		—		—		0.0200		0.0200
2nd quarter		07/07/10		—		—		0.0200		0.0200
3rd quarter		10/05/10		—		—		0.0200		0.0200
4th quarter		01/05/11		—		—		—		—
			$	—	$	—	$	0.0800	$	0.0800

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Significant Accounting Policies [Line Items]
Total real estate assets, net	$ 6,968,394,000	$ 6,719,063,000
Deconsolidation Gain Or Loss Amounts		4,700,000	5,600,000
Retained interest in joint venture investment subsequent to deconsolidation		0
Capitalized costs	10,500,000	9,100,000	9,700,000
Aggregated liability of below-market leases	50,400,000	29,500,000
Aggregated asset of above-market leases	17,700,000	2,800,000
Future Amortization income, 2013	100,000
Future Amortization income, 2014	500,000
Future Amortization income, 2015	700,000
Future Amortization income, 2016	1,400,000
Future Amortization income, 2017	2,100,000
Impairment charges related to consolidated real estate investment	126,500,000	125,800,000	171,900,000
Interest paid	209,300,000	218,600,000	221,500,000
Capitalized interest paid	13,300,000	12,700,000	12,200,000
Impairment of joint venture investments	26,671,000	2,921,000	227,000
Accounts receivable, unrecoverable amount	10,800,000	19,300,000
Allowance for straight line rent	3,600,000	3,200,000
Straight line rent receivable, net	58,200,000	55,700,000
Valuation allowance			(58,300,000)
Stock-based compensation cost recognized by the company	6,400,000	6,800,000	5,700,000
Accelerated vesting of awards due to employee severance charges	200,000	1,600,000	400,000
Variable Interest Entity, Primary Beneficiary [Member]
Significant Accounting Policies [Line Items]
Total real estate assets, net	184,600,000	289,500,000
Mortgages	21,500,000	23,500,000
Other real estate liabilities	$ 1,900,000	$ 28,700,000

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury (Tables)

12 Months Ended

Dec. 31, 2012

Non-Controlling Interests

Non-controlling interests consist of the following (in millions):

	December 31,
	2012		2011
Consolidated joint venture interests primarily outside the United States	$	13.8	$	21.6
Shopping centers and development parcels in various states		3.1		3.2
Operating partnership units		7.4		7.4
	$	24.3	$	32.2

Preferred Shares Outstanding

The Company’s preferred shares outstanding at December 31 are as follows (in thousands):

	December 31,
	2012		2011
Class H — 7.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 410,000 shares issued and outstanding at December 31, 2012 and 2011	$	205,000	$	205,000
Class I — 7.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 340,000 shares issued and outstanding at December 31, 2011		—		170,000
Class J — 6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2012		200,000		—
	$	405,000	$	375,000

Common Shares Through Open Market Sales

The Company issued common shares, including through the use of its continuous equity programs, for the years ended December 31, 2012, 2011 and 2010, as follows (amounts in millions, except per share):

	Number of Shares Sold		Average Price Per Share		Net Proceeds
2012		36.5	$	13.98	$	493.2
2011		9.5	$	13.71	$	129.7
2010		53.0	$	8.33	$	441.3

Effect of Company's Equity Derivative Instruments on Net Income (Loss)

The effect of the Company’s equity derivative instruments on net loss is as follows (in millions):

Derivatives Not Designated as Hedging Instruments		Year Ended December 31,
	Income Statement Location	2011		2010
Warrants	Gain (loss) on equity derivative instruments	$	21.9	$	(40.1	)

Fair Value Hierarchy of Valuation Techniques Used by Company

The following table presents information about the Company’s equity derivative instrument (in millions) that was a liability at December 31, 2010, measured at fair value on a recurring basis as of December 31, 2010, and 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
December 31, 2010
Warrants	$	—	$	—	$	96.2	$	96.2

Reconciliation of Beginning and Ending Balances of Equity Derivative Instruments

The table below presents a reconciliation of the beginning and ending balances of the equity derivative instruments that were included in Other Liabilities at December 31, 2010, having fair value measurements based on significant unobservable inputs (Level 3) (in millions):

	Equity Derivative Instruments— Liability
Balance of Level 3 at December 31, 2010	$	96.2
Unrealized gain		(21.9	)
Transfer out of liability to paid-in capital		(74.3	)
Balance of Level 3 at December 31, 2011	$	—

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Other Assets - Components of Other Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Intangible assets:
Total intangible assets, net	$ 129,280	$ 47,570
Other assets:
Prepaid expenses	12,469	10,375
Deposits	10,580	6,788
Other assets	29,821	2,893
Total other assets	182,150	67,626
Lease origination costs and fair market value of leases, Acquired-in-Place [Member]
Intangible assets:
Total intangible assets, net	67,105	24,798
Tenant relations, net [Member]
Intangible assets:
Total intangible assets, net	$ 62,175	$ 22,772

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Preferred Shares Outstanding (Parenthetical) (Detail) (USD $)	12 Months Ended		1 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended
	Dec. 31, 2012 Class H Preferred Shares [Member]	Dec. 31, 2011 Class H Preferred Shares [Member]	Aug. 30, 2012 Class I Preferred Shares [Member]	Dec. 31, 2011 Class I Preferred Shares [Member]	Dec. 31, 2012 Class I Preferred Shares [Member]	Aug. 30, 2012 Class J Preferred Shares [Member]	Dec. 31, 2012 Class J Preferred Shares [Member]	Dec. 31, 2011 Class J Preferred Shares [Member]
Class of Stock [Line Items]
Preferred stock dividend rate	7.375%	7.375%	7.50%	7.50%		6.50%	6.50%
Cumulative redeemable preferred shares liquidation value	$ 500	$ 500		$ 500		$ 500	$ 500
Cumulative redeemable preferred shares authorized	750,000	750,000		750,000	750,000		750,000	750,000
Cumulative redeemable preferred shares issued and outstanding	410,000	410,000		340,000			400,000

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2012

Components of Other Assets

Other assets consist of the following (in thousands):

	December 31,
	2012		2011
Intangible assets:
In-place leases (including lease origination costs and fair market value of leases), net	$	67,105	$	24,798
Tenant relations, net		62,175		22,772
Total intangible assets, net		129,280		47,570
Other assets:
Prepaid expenses		12,469		10,375
Deposits		10,580		6,788
Other assets(A)		29,821		2,893
Total other assets	$	182,150	$	67,626

(A) Includes deferred tax asset (Note 16).

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Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2012
Buildings [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of the assets	31 years 6 months
Tenant improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of the assets	Shorter of economic life or lease terms
Minimum [Member] | Building improvements and fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of the assets	5 years
Maximum [Member] | Building improvements and fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of the assets	20 years

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Acquisitions - Schedule of Acquisition Costs (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition [Line Items]
Net assets acquired	$ 639,216	$ 158,022
Shopping Centers Acquired [Member]
Business Acquisition [Line Items]
Land	118,360	73,415
Buildings	461,794	183,068
Tenant improvements	14,479	3,678
Assets Acquired	690,792	295,207
Less: Mortgage debt assumed	(25,414)	(122,885)
Less: Below-market leases	(26,162)	(14,300)
Net assets acquired	639,216	158,022
Lease origination costs and fair market value of leases, Acquired-in-Place [Member]
Business Acquisition [Line Items]
Weighted Average Amortization Period	6 years 2 months 12 days	5 years
Lease origination costs and fair market value of leases, Acquired-in-Place [Member] | Shopping Centers Acquired [Member]
Business Acquisition [Line Items]
Intangible assets acquired	51,059	18,069
Tenant relations [Member]
Business Acquisition [Line Items]
Weighted Average Amortization Period	9 years 3 months 18 days	9 years 7 months 6 days
Tenant relations [Member] | Shopping Centers Acquired [Member]
Business Acquisition [Line Items]
Intangible assets acquired	$ 45,100	$ 16,977
Below-market leases [Member]
Business Acquisition [Line Items]
Weighted Average Amortization Period	18 years 4 months 24 days	16 years 6 months

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Benefit Plans - Summary of Fair Values for Stock-based Awards Granted Using Black-Scholes Option Pricing and Monte Carlo Approach Model (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of grants	$ 5.07	$ 5.63	$ 5.30
Risk-free interest rate (range), minimum	0.50%	1.40%	1.40%
Risk-free interest rate (range), maximum	1.10%	3.00%	2.60%
Dividend yield (range), minimum	3.60%	3.40%	4.20%
Dividend yield (range), maximum	4.70%	4.90%	5.60%
Expected life		7 years
Expected volatility (range), minimum	50.80%	52.10%	87.00%
Expected volatility (range), maximum	66.80%	69.00%	97.80%
VSEP awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.90%
Dividend yield	6.20%
Expected life	3 years 4 months 24 days
Expected volatility	88.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	4 years		4 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	5 years		5 years

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Investments in and Advances to Joint Ventures - Investments in and Advances to Joint Ventures (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Equity Method Investments Joint Ventures [Line Items]
Investments in and Advances to Joint Ventures	$ 613,017,000	$ 353,907,000
Unconsolidated Joint Ventures [Member]
Schedule Of Equity Method Investments Joint Ventures [Line Items]
Company's share of accumulated equity	432,500,000	402,200,000
Redeemable preferred equity and notes receivable from investments	155,000,000	400,000
Basis differentials	(5,900,000)	(48,100,000)
Deferred development fees, net of portion related to the Company's interest	(2,900,000)	(3,600,000)
Notes and accrued interest payable to DDR	34,300,000	3,000,000
Investments in and Advances to Joint Ventures	$ 613,017,000	$ 353,907,000

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Combined Activity TRS

The following represents the combined activity of the Company’s TRS and its taxable activity in Puerto Rico (in thousands):

	For the Year Ended December 31,
	2012			2011		2010
Book (loss) income before income taxes — TRS	$	(16,934	)	$	4,738	$	(22,843	)

Summary of Components of Income Tax (Benefit) Expense

Components of income tax expense (benefit) are as follows:

Current:
Federal	$	—		$	351		$	(1,775	)
State and local		—			—			—
		—			351			(1,775	)
Deferred:
Federal		—			—			45,311
State and local		—			—			6,663
		—			—			51,974
Total expense (benefit) — TRS	$	—		$	351		$	50,199
Book loss before income taxes — Puerto Rico	$	(19,738	)	$	(20,835	)	$	(17,276	)
Current	$	—		$	—		$	—
Deferred		—			—			—
Total expense (benefit) — Puerto Rico	$	—		$	—		$	—

Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate

The differences between total income tax expense or benefit and the amount computed by applying the statutory federal income tax rate to income before taxes were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Statutory rate of 34% applied to pre-tax (loss) income	$	(5,757	)	$	1,611		$	(7,767	)
Effect of state and local income taxes, net of federal tax benefit		(847	)		237			(1,142	)
Valuation allowance increase (decrease)		16,808			(715	)		58,322
Other		(10,204	)		(782	)		786
Total expense — TRS	$	—		$	351		$	50,199
Effective tax rate		0.00	%		7.40	%		(219.76	)%(A)

(A) The 2010 effective tax rate includes the impact from the recording of the valuation allowance in the fourth quarter 2010. Without this impact, the effective tax rate was approximately 37.59%.

Summary of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities of the Company’s TRS and Puerto Rico were as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Deferred tax assets — TRS	$	75,450		$	58,297		$	58,923
Deferred tax assets — Puerto Rico		34,041			—			—
Deferred tax liabilities — TRS		(1,035	)		(690	)		(601	)
Deferred tax liabilities — Puerto Rico		(26,992	)		—			—
Valuation allowance — TRS		(74,415	)		(57,607	)		(58,322	)
Valuation allowance — Puerto Rico		(7,049	)		—			—
Net deferred tax asset(A)	$	—		$	—		$	—

(A) The components of the net deferred tax assets are primarily attributable to net operating losses, Puerto Rico special partnership losses and interest expense, subject to limitations and basis differentials in assets due to purchase price accounting.

Reconciliation of GAAP Net Loss Attributable to Taxable Income

Reconciliation of GAAP net loss attributable to DDR to taxable income is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
GAAP net loss attributable to DDR	$	(25,822	)	$	(15,854	)	$	(209,358	)
Plus: Book depreciation and amortization(A)		247,084			222,751			217,035
Less: Tax depreciation and amortization(A)		(185,230	)		(181,935	)		(179,377	)
Book/tax differences on gains/losses from capital transactions		(122,101	)		(116,395	)		(103,331	)
Joint venture equity in (loss) earnings, net(A)		(23,885	)		19,190			(28,659	)
Dividends from subsidiary REIT investments		480			954			1,609
Deferred income		8,471			(4,327	)		1,937
Compensation expense		(11,325	)		(17,614	)		1,199
Impairment charges		153,142			128,765			172,127
Equity derivative instrument valuation		—			(21,926	)		40,157
Senior Convertible Notes interest expense		10,884			14,914			8,204
Miscellaneous book/tax differences, net		(2,755	)		(12,131	)		(12,007	)
Taxable income (loss) before adjustments		48,943			16,392			(90,464	)
Less: Capital Gains		(48,943	)		—			—
Less: Taxable loss carried forward(B)		—			—			90,464
Taxable income subject to the 90% dividend requirement	$	—		$	16,392		$	—

(A) Depreciation expense from majority-owned subsidiaries and affiliates, which is consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in (loss) earnings, net.”

(B) The Company has net operating loss carryforwards expiring in 2030 of $90.5 million that can offset future undistributed taxable income.

Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction

Reconciliation between cash dividends paid and the dividends paid deduction is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Dividends paid	$	153,617		$	75,253		$	61,204
Plus: Deemed dividends on convertible debt		7,875			—			—
Less: Dividends designated to prior year		(6,967	)		(6,967	)		(6,967	)
Plus: Dividends designated from the following year		7,030			6,967			6,967
Less: Return of capital		(112,612	)		(58,861	)		(61,204	)
Dividends paid deduction	$	48,943		$	16,392		$	—

Summary of Tax Characterization of Common Share Dividends Per Share as Reported to Shareholders

The tax characterization of common share dividends per share as reported to shareholders for the years ended December 31, 2012, 2011, and 2010, are summarized as follows:

2012 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2011		01/06/12	$	—	$	0.0122	$	0.0678	$	0.0800
1st quarter		04/03/12		—		0.0183		0.1017		0.1200
2nd quarter		07/06/12		—		0.0183		0.1017		0.1200
3rd quarter		10/02/12		—		0.0183		0.1017		0.1200
4th quarter		01/04/13		—		—		—		—
			$	—	$	0.0671	$	0.3729	$	0.4400
2011 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2010		01/05/11	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/05/11		—		—		0.0400		0.0400
2nd quarter		07/06/11		—		—		0.0400		0.0400
3rd quarter		10/11/11		—		—		0.0600		0.0600
4th quarter		01/06/12		—		—		—		—
			$	—	$	—	$	0.1600	$	0.1600
2010 Dividends	Date Paid		Gross Ordinary Income		Capital Gain Distributions		Return of Capital		Total Dividends
4th quarter 2009		01/06/10	$	—	$	—	$	0.0200	$	0.0200
1st quarter		04/06/10		—		—		0.0200		0.0200
2nd quarter		07/07/10		—		—		0.0200		0.0200
3rd quarter		10/05/10		—		—		0.0200		0.0200
4th quarter		01/05/11		—		—		—		—
			$	—	$	—	$	0.0800	$	0.0800

Puerto Rico [Member]

Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate

The differences between total income tax expense or benefit and the amount computed by applying the statutory income tax rate to income before taxes with respect to its Puerto Rican activity were as follows (in thousands):

	For the Year  Ended December 31,
	2012
Statutory rate of 30% applied to pre-tax loss	$	(5,921	)
Valuation allowance increase		7,049
Other		(1,128	)
Total expense — Puerto Rico	$	—
Effective tax rate		0.00	%

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Senior notes, issuance cost	$ 1,345	$ 350	$ 1,183
Common shares, issuance cost	1,055	835	998
Preferred shares, issuance cost	$ 845

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Real Estate and Accumulated Depreciation (Parenthetical) (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real Estate and Accumulated Depreciation [Line Items]
Tax cost basis of assets	$ 8,700,000,000	$ 8,500,000,000	$ 8,600,000,000
Real estate land under development	254,600,000
Real estate construction in progress	220,500,000
The amount of tax-exempt certificates excluded from encumbrances	15,700,000
Fair market value of debt adjustments excluded from encumbrances	$ 11,500,000

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Benefit Plans - Activities for Unvested VSEP Awards (Detail) (VSEP awards [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
VSEP awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards unvested, beginning balance	1,182
Awards, Issued	1,401
Awards, Vested	(706)
Awards, Forfeited	(9)
Number of awards unvested, ending balance	1,868
Weighted-Average Grant Date Fair Value unvested, beginning balance	$ 13.34
Weighted-Average Grant Date Fair Value, Issued	$ 14.98
Weighted-Average Grant Date Fair Value, Vested	$ 14.04
Weighted-Average Grant Date Fair Value, Forfeited	$ 13.42
Weighted-Average Grant Date Fair Value unvested, ending balance	$ 14.31

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Investments in and Advances to Joint Ventures - Investments in and Advances to Joint Ventures (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Schedule Of Equity Method Investments Joint Ventures [Line Items]
Preferred equity investment in BRE DDR Retail Holdings, LLC	$ 154.6

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Income Taxes - Summary of Tax Characterization of Common Share Dividends Per Share as Reported to Shareholders (Detail) (USD $)	3 Months Ended													12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Preference Dividend Paid Per Share Characterized For Tax [Line Items]
Date Paid	Jan. 04, 2013	Oct. 02, 2012	Jul. 06, 2012	Apr. 03, 2012	Jan. 06, 2012	Oct. 11, 2011	Jul. 06, 2011	Apr. 05, 2011	Jan. 05, 2011	Oct. 05, 2010	Jul. 07, 2010	Apr. 06, 2010	Jan. 06, 2010
Gross Ordinary Income	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Capital Gain Distributions	$ 0.0000	$ 0.0183	$ 0.0183	$ 0.0183	$ 0.0122	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0000	$ 0.0671	$ 0.0000	$ 0.0000
Return of Capital	$ 0.0000	$ 0.1017	$ 0.1017	$ 0.1017	$ 0.0678	$ 0.0600	$ 0.0400	$ 0.0400	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.3729	$ 0.1600	$ 0.0800
Total Dividends	$ 0.0000	$ 0.1200	$ 0.1200	$ 0.1200	$ 0.0800	$ 0.0600	$ 0.0400	$ 0.0400	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.0200	$ 0.4400	$ 0.1600	$ 0.0800

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Valuation and Qualifying Accounts and Reserves (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for uncollectible accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	$ 33,291	$ 36,794	$ 43,763
Charged to Expense	12,290	14,631	13,588
Deductions	15,580	18,134	20,557
Balance at End of Year	30,001	33,291	36,794
Valuation allowance for deferred tax assets [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	57,607	58,322	0
Charged to Expense	23,857	0	58,322
Deductions	0	715	0
Balance at End of Year	$ 81,464	$ 57,607	$ 58,322

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Impairment Charges and Impairment of Joint Venture Investments (Tables)

12 Months Ended

Dec. 31, 2012

Impairment Charges on Consolidated Assets

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

	For the Year Ended December 31,
	2012		2011		2010
Land held for development(A)	$	10.1	$	54.2	$	54.3
Undeveloped land(B),(C)		20.1		9.0		30.5
Assets marketed for sale(C)		75.2		4.7		—
Total continuing operations	$	105.4	$	67.9	$	84.8
Sold assets		21.1		57.9		51.8
Assets formerly occupied by Mervyns(D)		—		—		35.3
Total discontinued operations	$	21.1	$	57.9	$	87.1
Joint venture investments(E)		26.7		2.9		0.2
Total impairment charges	$	153.2	$	128.7	$	172.1

(A) Amounts reported in the year ended December 31, 2012, primarily related to land held for development in Canada that was owned through a consolidated joint venture (Note 13). This asset impairment was triggered primarily by the Company’s decision to dispose of its interest in lieu of development and the related execution of agreements for the sale of its interest in this project to its partner.

Amounts reported in the year ended December 31, 2011, primarily related to the Yaroslavl Project and land held for development in Canada that were owned through consolidated joint ventures. The Company’s proportionate share of the loss was $50.4 million after adjusting for the allocation of loss to the non-controlling interest in certain of the projects. The asset impairments primarily were triggered by the Company’s decision to dispose of its interest in lieu of development for certain of the projects and the related execution of agreements for the sale or partial sale of its interest in these projects. The Company sold its interest in the land held for development in Canada in the fourth quarter of 2011 to its joint venture partner in the project (Note 13). The Yaroslavl Project was sold to a third party in the first quarter of 2012 (Note 13).

Amounts reported in the year ended December 31, 2010, primarily related to land held for development in Russia that included the Yaroslavl Project, which is owned through a consolidated joint venture. The Company’s proportionate share of the loss was $41.9 million after adjusting for the allocation of loss to the non-controlling interest. The asset impairments were triggered in the second quarter of 2010 primarily due to a change in the Company’s investment plans for these projects.

(B) Amounts reported in 2010 include a $19.3 million impairment charge associated with an abandoned development project. A subsidiary of the Company’s TRS acquired a leasehold interest in a development project in Norwood, Massachusetts, as part of a portfolio acquisition in 2003. The Company no longer expected to fund the ground rent expense in 2010, which triggered the impairment, and the ground lease was subsequently terminated in 2011.

(C) These charges were triggered primarily due to the Company’s marketing of these assets for sale and management’s assessment of the likelihood and timing of a potential transaction.

(D) As discussed in Notes 1 and 12, these assets were deconsolidated in 2010, and all operating results have been reclassified as discontinued operations. For the year ended December 31, 2010, the Company’s proportionate share of these impairment charges was $16.5 million after adjusting for the allocation of loss to the non-controlling interest in this previously consolidated joint venture. The 2010 impairment charges were triggered primarily due to a change in the Company’s business plans for these assets and the resulting impact on its holding period assumptions for this substantially vacant portfolio. During 2010, the Company determined it was no longer committed to the long-term management and investment in these assets.

(E) Represents “other than temporary impairment” charges on unconsolidated joint venture investments. In 2012, the Company recorded a $26.1 million charge related to its interest in the Coventry II DDR Montgomery Farm LLC joint venture that owned a mixed-use project located in Allen, TX. The Company determined that its investment had suffered an other than temporary impairment due to deteriorating relations between the lender and the Company’s partner and the resulting impact on the asset’s value. In September 2012, the Company satisfied its remaining guaranty of the construction loan. In November 2012, the Company sold its interest in the joint venture.

Impairment Charges Measured at Fair Value on Non-Recurring Basis

The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the years ended December 31, 2012, 2011 and 2010. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2012
Long-lived assets held and used	$	—	$	—	$	180.7	$	180.7	$	126.5
Unconsolidated joint venture investments		—		—		4.7		4.7		26.7
Deconsolidated joint venture investment		—		—		56.1		56.1		9.3
December 31, 2011
Long-lived assets held and used and held for sale		—		—		212.0		212.0		125.8
Unconsolidated joint venture investments		—		—		5.5		5.5		2.9
December 31, 2010
Long-lived assets held and used		—		—		229.2		229.2		171.9
Unconsolidated joint venture investments		—		—		—		—		0.2

Summary of Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value of non-recurring items (in millions):

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 12/31/12		Valuation Technique	Unobservable Input	Range
Impairment of consolidated assets	$	136.6	Indicative Bid	Indicative Bid	N/A(A)
Impairment of consolidated assets		44.1	Income Capitalization Approach(B)	Market Capitalization Rate	8% - 12%(B)
				Price Per Square Foot	$15 to $47 per square foot(B)
Impairment of joint venture investments		4.7	Income Capitalization Approach	Market Capitalization Rate	8%(C)
Impairment of joint venture investments		—	Discounted Cash Flow	Discount Rate	11%
				Terminal Capitalization Rate	5.5% - 8.5%
Deconsolidated joint venture investment(D)		56.1	Discounted Cash Flow	Discount Rate	8% - 15%

(A) These fair value measurements were developed by third-party sources, subject to the Company’s corroboration for reasonableness.

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

(C) The fair value measurements also include consideration of the fair market value of debt. These inputs are further described in the debt section of Note 8.

(D) Related to loss reported in Change in Control and Sale of Interests (Note 2).

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VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Dec. 31, 2012

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II

DDR Corp.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

For the years ended December 31, 2012, 2011 and 2010

(in thousands)

	Balance at Beginning of Year		Charged to Expense			Deductions			Balance at End of Year
Year ended December 31, 2012
Allowance for uncollectible accounts(A)	$	33,291	$	12,290	(B)	$	15,580		$	30,001
Valuation allowance for deferred tax assets	$	57,607	$	23,857	(C)	$	—		$	81,464
Year ended December 31, 2011
Allowance for uncollectible accounts(A)	$	36,794	$	14,631	(B)	$	18,134	(D)	$	33,291
Valuation allowance for deferred tax assets	$	58,322	$	—		$	715		$	57,607
Year ended December 31, 2010
Allowance for uncollectible accounts(A)	$	43,763	$	13,588		$	20,557		$	36,794
Valuation allowance for deferred tax assets	$	—	$	58,322	(C)	$	—		$	58,322

(A) Includes allowances on accounts receivable, straight-line rents and notes receivable.

(B) Includes loan loss reserves of $4.3 million and $5.0 million for the years ended December 31, 2012 and 2011, respectively. Excludes the impairment charge of $1.6 million on a construction loan advanced to a joint venture for the year ended December 31, 2011.

(C) Valuation allowance as discussed further in Note 16.

(D) Includes reversal of loan loss reserves as described in Note 4.

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Quarterly Results of Operations

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations

19.    Quarterly Results of Operations (Unaudited)

The following table sets forth the quarterly results of operations, as restated for discontinued operations, for the years ended December 31, 2012 and 2011 (in thousands, except per share amounts):

	First			Second			Third			Fourth			Total
2012
Revenues	$	191,608		$	193,778		$	204,119		$	210,870		$	800,375
Net (loss) income attributable to DDR		(15,056	)		(37,500	)		26,738			(4	)(A)		(25,822	)
Net (loss) income attributable to DDR common shareholders		(22,023	)		(44,467	)		13,253			(7,034	)(A)		(60,271	)
Basic:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,232			307,873			291,726
Diluted:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,924			307,873			291,726
2011
Revenues	$	188,247		$	185,946		$	186,279		$	189,357		$	749,829
Net income (loss) attributable to DDR		35,312			(13,383	)		(42,989	)		5,206	(A)		(15,854	)
Net income (loss) attributable to DDR common shareholders		24,745			(26,871	)		(49,956	)		(1,761	)(A)		(53,843	)
Basic:
Net income (loss) per common share attributable to DDR common shareholders	$	0.10		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.20	)
Weighted-average number of shares		255,966			274,299			274,639			274,718			270,278
Diluted:
Net income (loss) per common share attributable to DDR common shareholders	$	0.01		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.28	)
Weighted-average number of shares		262,581			276,067			274,639			274,718			271,472

(A) Includes impairment charges of $20.6 million and $47.4 million for the three months ended December 31, 2012 and 2011, respectively. In addition, the Company recorded gain on sale of real estate of $0.4 million and $54.3 million (Note 12) for the three months ended December 31, 2012 and 2011, respectively.

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Fair Value Hierarchy of Valuation Techniques Used by Company (Detail) (USD $) In Millions, unless otherwise specified	Mar. 18, 2011	Dec. 31, 2010 Fair Value, Measurements, Recurring [Member] Warrants [Member]	Dec. 31, 2010 Level 1 [Member] Fair Value, Measurements, Recurring [Member] Warrants [Member]	Dec. 31, 2010 Level 2 [Member] Fair Value, Measurements, Recurring [Member] Warrants [Member]	Dec. 31, 2010 Level 3 [Member] Fair Value, Measurements, Recurring [Member] Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative instrument liability, fair value	$ 74.3	$ 96.2	$ 0	$ 0	$ 96.2

XML

Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Condensed combined balance sheets
Land	$ 1,900,401	$ 1,844,125
Buildings	5,773,961	5,461,122
Fixtures and tenant improvements	489,626	379,965
Total real estate rental property	8,163,988	7,685,212
Less: Accumulated depreciation	(1,670,717)	(1,550,066)
Land held for development and construction in progress	475,123	581,627
Total real estate assets, net	6,968,394	6,719,063
Other assets	182,150	67,626
Total assets	8,055,837	7,469,425
Mortgage debt	1,674,141	1,822,445
Total liabilities	4,689,377	4,391,533
Redeemable preferred equity	154,600
Unconsolidated Joint Ventures [Member]
Condensed combined balance sheets
Land	1,569,548	1,400,469
Buildings	4,681,462	4,334,097
Fixtures and tenant improvements	244,293	189,940
Total real estate rental property	6,495,303	5,924,506
Less: Accumulated depreciation	(833,816)	(808,352)
Total real estate assets, net	5,661,487	5,116,154
Land held for development and construction in progress	348,822	239,036
Total real estate assets, net	6,010,309	5,355,190
Cash and restricted cash	467,200	308,008
Receivables, net	99,098	108,038
Other assets	427,014	177,251
Total assets	7,003,621	5,948,487
Mortgage debt	4,246,407	3,742,241
Notes and accrued interest payable to DDR	143,338	100,470
Other liabilities	342,614	214,370
Total liabilities	4,732,359	4,057,081
Redeemable preferred equity	154,556	0
Accumulated equity	2,116,706	1,891,406
Liabilities and accumulated equity	7,003,621	5,948,487
Company's share of Accumulated Equity	$ 432,500	$ 402,242

XML

Discontinued Operations and Disposition of Real Estate and Real Estate Investments (Tables)

12 Months Ended

Dec. 31, 2012

Operating Results Relating to Assets Sold or Designated as Held for Sale

The operating results related to assets sold, designated as held for sale or deconsolidated as of December 31, 2012, is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Revenues	$	9,265		$	48,987		$	73,152
Operating expenses		4,186			19,735			32,488
Impairment charges		21,076			57,932			87,045
Interest, net		1,961			13,194			26,669
Debt extinguishment costs, net		—			7,191			409
Depreciation and amortization		2,305			14,404			24,323
		29,528			112,456			170,934
Loss from discontinued operations		(20,263	)		(63,469	)		(97,782	)
Gain on deconsolidation of interests		—			4,716			5,221
Gain on disposition of real estate, net of tax		3,847			40,163			5,775
Loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)

Net Gains on Disposition of Real Estate and Real Estate Investments

The Company recorded net gains on disposition of real estate and real estate investments as follows (in millions):

	For the Year Ended December 31
	2012		2011			2010
Land sales(A)	$	5.6	$	(0.4	)	$	1.0
Previously deferred gains and other gains and losses on dispositions(B)		0.3		7.5			0.3
	$	5.9	$	7.1		$	1.3

(A) These dispositions did not meet the criteria for discontinued operations, as the land did not have any significant operations prior to disposition.

(B) These gains are a result of partial asset sales that did not meet the criteria for discontinued operations and assets that were contributed to joint ventures in prior years.

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Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2012

Real Estate and Accumulated Depreciation

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Bayamon, PR	$	132,074	$	152,441	$	-	$	132,759	$	165,993	$	298,752	$	39,712	$	259,040	$	-	S/L 31.5	2005(A)
Carolina, PR		28,522		76,947		-		28,601		81,832		110,433		20,262		90,171		-	S/L 31.5	2005(A)
Humacao, PR		16,386		74,059		-		16,386		82,469		98,855		21,768		77,087		-	S/L 31.5	2005(A)
Isabela, PR		8,175		41,094		-		8,236		42,757		50,993		10,891		40,102		22,678	S/L 31.5	2005(A)
San German, PR		3,215		24		-		3,215		41		3,256		29		3,227		-	S/L 31.5	2005(A)
Cayey, PR		18,226		25,101		-		18,538		26,122		44,660		6,839		37,821		21,472	S/L 31.5	2005(A)
Bayamon, PR		91,645		98,007		-		92,027		108,265		200,292		26,696		173,596		125,700	S/L 31.5	2005(A)
Rio Piedras, PR		10,338		23,285		-		10,338		29,754		40,092		7,130		32,962		-	S/L 31.5	2005(A)
Bayamon, PR		4,294		11,987		-		4,584		22,820		27,404		3,727		23,677		-	S/L 31.5	2005(A)
Arecibo, PR		7,965		29,898		-		8,094		32,351		40,445		8,139		32,306		-	S/L 31.5	2005(A)
Hatillo, PR		101,219		105,465		-		101,219		127,645		228,864		30,493		198,371		-	S/L 31.5	2005(A)
Vega Baja, PR		7,076		18,684		-		7,076		18,796		25,872		4,866		21,006		-	S/L 31.5	2005(A)
Guayama, PR		1,960		18,721		-		1,960		19,598		21,558		4,944		16,614		12,065	S/L 31.5	2005(A)
Fajardo, PR		4,376		41,199		-		4,376		41,730		46,106		10,660		35,446		25,816	S/L 31.5	2005(A)
San German, PR		6,470		20,751		-		6,470		21,326		27,796		5,530		22,266		-	S/L 31.5	2005(A)
Brandon, FL		-		4,111		-		-		6,350		6,350		5,199		1,151		-	S/L 30.0	1972(C)
Stow, OH		993		9,028		-		993		36,248		37,241		14,591		22,650		-	S/L 30.0	1969(C)
Westlake, OH		424		3,803		201		424		10,375		10,799		6,532		4,267		-	S/L 30.0	1974(C)
E. Norriton, PA		70		4,698		233		70		8,841		8,911		6,832		2,079		-	S/L 30.0	1975(C)
Palm Harbor, FL		1,137		4,089		-		1,137		4,678		5,815		2,433		3,382		-	S/L 31.5	1995(A)
Homestead, FL		23,390		59,639		-		23,390		61,464		84,854		5,721		79,133		-	S/L 31.5	2008(C)
Tarpon Springs, FL		146		7,382		81		146		9,226		9,372		6,761		2,611		-	S/L 30.0	1974(C)
McHenry, IL		1,294		5,251		-		13,771		58,591		72,362		8,816		63,546		-	S/L 31.5	2006(C)
Miami, FL		11,626		30,457		-		26,743		111,274		138,017		17,554		120,463		-	S/L 31.5	2006(C)
San Antonio, TX		3,990		28,404		-		3,990		36,505		40,495		5,626		34,869		-	S/L 31.5	2007(C)
Starkville, MS		703		6,921		-		703		7,059		7,762		3,598		4,164		-	S/L 31.5	1994(A)
Gulfport, MS		-		36,370		-		-		51,870		51,870		17,326		34,544		23,968	S/L 31.5	2003(A)
Tupelo, MS		2,213		14,979		-		2,213		18,880		21,093		9,892		11,201		-	S/L 31.5	1994(A)
Jacksonville, FL		2,714		9,425		-		2,714		9,823		12,537		5,816		6,721		-	S/L 31.5	1995(A)
Long Beach, CA		-		111,512		-		-		143,943		143,943		40,238		103,705		-	S/L 31.5	2005(C)
Brunswick, ME		3,796		15,459		-		3,796		20,461		24,257		9,697		14,560		-	S/L 31.5	1973(C)
Oceanside, CA		-		10,643		-		-		14,377		14,377		5,434		8,943		-	S/L 31.5	2000(C)
Reno, NV		-		366		-		1,132		4,696		5,828		1,219		4,609		2,751	S/L 31.5	2000(C)
Everett, MA		9,311		44,647		-		9,462		51,488		60,950		18,478		42,472		-	S/L 31.5	2001(C)
Pasadena, CA		46,957		101,475		2,053		46,957		105,858		152,815		26,893		125,922		-	S/L 31.5	2003(A)
Salisbury, MD		2,070		12,495		277		2,071		13,051		15,122		4,912		10,210		8,506	S/L 31.5	1999(C)
Duluth, GA		475		9,374		-		475		10,117		10,592		5,911		4,681		-	S/L 31.5	1994(A)
Apex, NC		9,576		43,619		-		10,521		55,103		65,624		10,429		55,195		-	S/L 31.5	2006(C)
Erie, PA		6,373		19,201		-		6,373		51,299		57,672		23,490		34,182		-	S/L 31.5	1995(C)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
San Francisco, CA		10,464		25,730		-		10,464		26,135		36,599		6,818		29,781		-	S/L 31.5	2002(A)
Chillicothe, OH		43		2,549		2		1,170		4,405		5,575		2,392		3,183		4,183	S/L 31.5	1974(C)
Phoenix, AZ		18,701		18,811		118		18,701		19,814		38,515		4,239		34,276		17,153	S/L 31.5	1999(A)
Macedonia, OH		11,582		34,323		-		11,582		34,706		46,288		4,986		41,302		20,267	S/L 31.5	2011(A)
Huber Hts, OH		757		14,469		-		757		25,291		26,048		12,599		13,449		-	S/L 31.5	1993(A)
Boardman, OH		8,152		27,983		-		8,152		28,805		36,957		13,818		23,139		25,322	S/L 31.5	1997(A)
Solon, OH		6,220		7,454		-		6,220		22,531		28,751		9,429		19,322		-	S/L 31.5	1998(C)
Bedford, IN		706		8,425		6		1,067		11,509		12,576		6,136		6,440		-	S/L 31.5	1993(A)
Sunset Hills, MO		12,791		38,404		-		13,403		48,486		61,889		22,361		39,528		27,257	S/L 31.5	1998(A)
Brentwood, MO		10,018		32,053		-		10,018		33,135		43,153		15,202		27,951		32,139	S/L 31.5	1998(A)
Cedar Rapids, IA		4,219		12,697		-		4,219		14,067		18,286		6,585		11,701		6,490	S/L 31.5	1998(A)
Des Peres, MO		2,775		8,370		-		2,775		10,401		13,176		5,205		7,971		-	S/L 31.5	1998(A)
Springfield, MO		-		2,048		-		-		2,518		2,518		1,084		1,434		-	S/L 31.5	1998(A)
St. Louis, MO		4,159		3,818		-		6,051		7,652		13,703		2,259		11,444		-	S/L 31.5	2004(C)
Aurora, OH		832		7,560		-		1,592		14,071		15,663		6,319		9,344		-	S/L 31.5	1995(C)
Nampa, ID		1,395		8,563		-		9,609		92,025		101,634		8,807		92,827		-	S/L 31.5	2007(A)
Fenton, MO		414		4,244		476		430		7,253		7,683		5,762		1,921		-	S/L 30.0	1983(A)
Simpsonville, SC		417		6,563		-		417		6,793		7,210		4,099		3,111		-	S/L 31.5	1994(A)
Camden, SC		627		7,519		7		1,021		11,686		12,707		6,570		6,137		-	S/L 31.5	1993(A)
N. Charleston, SC		911		11,346		1		1,081		16,888		17,969		10,297		7,672		10,668	S/L 31.5	1993(A)
Mt. Pleasant, SC		2,430		10,470		-		2,430		21,180		23,610		9,532		14,078		11,679	S/L 31.5	1995(A)
Sault St. Marie, MI		1,826		13,710		-		1,826		18,259		20,085		8,888		11,197		-	S/L 31.5	1994(A)
Grand Rapids, MI		3,380		17,323		-		3,380		24,539		27,919		10,123		17,796		-	S/L 31.5	1995(A)
Howell, MI		332		11,938		1		332		15,827		16,159		9,228		6,931		-	S/L 31.5	1993(A)
Mt. Pleasant, MI		767		7,769		20		1,142		21,242		22,384		8,795		13,589		-	S/L 31.5	1993(A)
Meridian, ID		24,591		31,779		-		24,841		62,317		87,158		19,376		67,782		-	S/L 31.5	2001(C)
Midvale, UT		25,662		56,759		-		28,395		88,405		116,800		31,107		85,693		-	S/L 31.5	1998(A)
Taylorsville, UT		24,327		53,686		-		31,368		77,421		108,789		32,744		76,045		-	S/L 31.5	1998(A)
Orem, UT		5,428		12,259		-		5,428		17,171		22,599		6,280		16,319		-	S/L 31.5	1998(A)
Riverdale, UT		24,755		45,635		-		24,755		57,573		82,328		21,884		60,444		-	S/L 31.5	1998(A)
Ogden, UT		3,620		7,716		-		8,305		8,886		17,191		4,120		13,071		-	S/L 31.5	1998(A)
Birmingham, AL		10,573		26,002		-		11,434		52,697		64,131		24,441		39,690		24,014	S/L 31.5	1995(A)
Valencia, CA		-		15,784		-		-		17,950		17,950		3,301		14,649		-	S/L 31.5	2006(A)
Allentown, PA		4,408		4,707		-		4,408		4,707		9,115		1,368		7,747		-	S/L 31.5	2004(A)
Mooresville, NC		14,369		43,688		-		14,369		46,323		60,692		12,231		48,461		17,706	S/L 31.5	2004(A)
Wilmington, NC		4,287		16,852		1,183		4,287		34,684		38,971		19,992		18,979		-	S/L 31.5	1989(C)
Spring Hill, FL		1,084		4,816		266		2,096		11,672		13,768		6,702		7,066		3,355	S/L 30.0	1988(C)
Broomfield, CO		13,707		31,809		-		5,975		26,556		32,531		12,540		19,991		-	S/L 31.5	2003(A)
Centennial, CO		7,833		35,550		-		8,082		62,062		70,144		25,524		44,620		-	S/L 31.5	1997(C)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
New Bern, NC		441		6,575		-		441		6,593		7,034		3,700		3,334		-	S/L 31.5	1989(C)
Princeton, NJ		13,448		74,249		-		14,464		95,818		110,282		36,798		73,484		57,000	S/L 31.5	1998(A)
Phoenix, AZ		15,352		22,813		1,601		15,352		26,603		41,955		11,980		29,975		30,000	S/L 31.5	2000(C)
Russellville, AR		606		13,391		-		606		18,069		18,675		8,949		9,726		-	S/L 31.5	1994(A)
N. Little Rock, AR		907		17,160		-		907		21,301		22,208		9,590		12,618		-	S/L 31.5	1994(A)
Washington, NC		878		3,118		34		878		6,134		7,012		3,109		3,903		-	S/L 31.5	1990(C)
Littleton, CO		12,249		50,709		-		12,621		55,651		68,272		18,967		49,305		-	S/L 31.5	2002(C)
Durham, NC		2,210		11,671		278		1,579		13,081		14,660		9,849		4,811		-	S/L 31.5	1990(C)
San Antonio, TX		3,475		37,327		-		4,873		47,338		52,211		13,375		38,836		24,800	S/L 31.5	2002(A)
Crystal River, FL		1,217		5,796		365		1,219		10,245		11,464		5,923		5,541		-	S/L 31.5	1986(C)
Denver, CO		2,987		11,950		-		1,141		4,387		5,528		840		4,688		-	S/L 31.5	2001(A)
Dublin, OH		3,609		11,546		-		3,609		14,400		18,009		5,896		12,113		-	S/L 31.5	1998(A)
Columbus, OH		11,087		44,494		-		12,243		53,054		65,297		23,559		41,738		50,200	S/L 31.5	1998(A)
Freehold, NJ		2,460		2,475		-		3,166		3,267		6,433		417		6,016		-	S/L 31.5	1994(A)
Jackson, MS		4,190		6,783		-		4,190		7,474		11,664		2,306		9,358		-	S/L 31.5	2003(A)
Scottsboro, AL		788		2,781		-		788		3,233		4,021		1,133		2,888		-	S/L 31.5	2003(A)
Ocala, FL		1,916		3,893		-		1,916		6,018		7,934		1,745		6,189		-	S/L 31.5	2003(A)
Tallahassee, FL		1,881		2,956		-		1,881		7,299		9,180		2,070		7,110		-	S/L 31.5	2003(A)
Cumming, GA		14,249		23,653		-		14,249		24,954		39,203		8,282		30,921		-	S/L 31.5	2003(A)
Douglasville, GA		3,540		9,625		-		3,540		9,877		13,417		3,246		10,171		-	S/L 31.5	2003(A)
Columbus, GA		4,220		8,159		-		4,220		10,262		14,482		3,167		11,315		-	S/L 31.5	2003(A)
Newnan, GA		2,620		11,063		-		2,620		11,593		14,213		3,751		10,462		-	S/L 31.5	2003(A)
Warner Robins, GA		5,729		7,459		-		5,729		7,915		13,644		2,655		10,989		6,626	S/L 31.5	2003(A)
Woodstock, GA		1,486		2,573		-		1,486		2,630		4,116		1,853		2,263		-	S/L 31.5	2003(A)
Fayetteville, NC		8,524		10,627		-		8,524		14,715		23,239		4,361		18,878		9,681	S/L 31.5	2003(A)
Charleston, SC		3,479		9,850		-		3,479		16,743		20,222		7,612		12,610		-	S/L 31.5	2003(A)
Denver, CO		20,733		22,818		-		20,804		24,633		45,437		8,159		37,278		-	S/L 31.5	2003(A)
Chattanooga, TN		1,845		13,214		-		1,845		16,617		18,462		5,803		12,659		9,704	S/L 31.5	2003(A)
Hendersonville, TN		3,249		9,068		-		3,249		9,123		12,372		2,965		9,407		5,456	S/L 31.5	2003(A)
Johnson City, TN		-		521		-		-		2,013		2,013		416		1,597		-	S/L 31.5	2003(A)
Chester, VA		10,780		4,752		-		10,780		7,117		17,897		2,753		15,144		7,284	S/L 31.5	2003(A)
Milwaukee, WI		4,527		3,600		-		4,527		4,888		9,415		1,528		7,887		-	S/L 31.5	2003(A)
Suwanee, GA		13,479		23,923		-		13,335		30,528		43,863		9,691		34,172		25,322	S/L 31.5	2003(A)
West Allis, WI		2,371		10,982		-		2,371		11,904		14,275		3,727		10,548		-	S/L 31.5	2003(A)
Chesterfield, MI		566		2,324		-		48		1,012		1,060		569		491		-	S/L 31.5	2006(A)
Orland Park, IL		10,430		13,081		-		10,430		13,403		23,833		3,679		20,154		6,532	S/L 31.5	2004(A)
Louisville, KY		4,180		747		-		4,288		2,416		6,704		587		6,117		-	S/L 31.5	2004(A)
N. Charleston, SC		5,146		5,990		-		5,146		10,167		15,313		2,804		12,509		-	S/L 31.5	2004(A)
West Long Branch, NJ		14,131		51,982		-		14,131		57,197		71,328		15,062		56,266		1,440	S/L 31.5	2004(A)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Mays Landing, NJ		49,033		107,230		-		49,033		114,447		163,480		32,169		131,311		63,520	S/L 31.5	2004(A)
Lakeland, FL		2,778		2,302		-		2,778		2,457		5,235		1,200		4,035		-	S/L 31.5	2004(A)
Toledo, OH		1,316		3,961		-		1,316		3,961		5,277		1,132		4,145		-	S/L 31.5	2004(A)
Mays Landing, NJ		36,224		56,949		-		36,224		61,649		97,873		17,403		80,470		5,061	S/L 31.5	2004(A)
Indian Trail, NC		2,999		7,075		-		2,999		7,623		10,622		2,206		8,416		-	S/L 31.5	2004(A)
Ashtabula, OH		1,444		9,912		-		1,444		10,058		11,502		2,821		8,681		-	S/L 31.5	2004(A)
Horseheads, NY		659		2,426		-		4,777		33,390		38,167		3,660		34,507		-	S/L 31.5	2007(A)
West Seneca, NY		2,929		12,926		-		2,929		13,193		16,122		3,664		12,458		-	S/L 31.5	2004(A)
N. Tonawanda, NY		5,806		21,291		-		5,806		22,648		28,454		6,748		21,706		-	S/L 31.5	2004(A)
Amherst, NY		-		28,331		-		-		25,205		25,205		9,737		15,468		-	S/L 31.5	2004(A)
Ithaca, NY		9,198		42,969		-		9,198		44,289		53,487		12,064		41,423		10,144	S/L 31.5	2004(A)
Hamburg, NY		3,303		16,239		-		3,303		16,546		19,849		4,720		15,129		-	S/L 31.5	2004(A)
Hamburg, NY		6,598		31,853		-		6,598		33,640		40,238		9,435		30,803		-	S/L 31.5	2004(A)
Tonawanda, NY		3,061		6,887		-		3,061		8,319		11,380		2,391		8,989		-	S/L 31.5	2004(A)
Hamburg, NY		4,152		22,075		-		4,152		22,738		26,890		6,338		20,552		-	S/L 31.5	2004(A)
Olean, NY		8,834		29,813		-		8,844		31,632		40,476		9,133		31,343		-	S/L 31.5	2004(A)
Big Flats, NY		22,229		52,579		-		22,279		57,956		80,235		18,174		62,061		-	S/L 31.5	2004(A)
Williamsville, NY		5,021		6,768		-		5,021		8,851		13,872		2,940		10,932		-	S/L 31.5	2004(A)
Greece, NY		3,901		4,922		-		3,901		4,923		8,824		1,392		7,432		-	S/L 31.5	2004(A)
Buffalo, NY		6,010		19,044		-		6,010		19,528		25,538		5,346		20,192		-	S/L 31.5	2004(A)
Lockport, NY		9,253		23,829		-		9,253		24,225		33,478		6,781		26,697		5,114	S/L 31.5	2004(A)
Buffalo, NY		3,568		29,001		-		3,620		29,658		33,278		8,193		25,085		9,963	S/L 31.5	2004(A)
Cheektowaga, NY		15,471		25,600		-		15,471		27,158		42,629		8,264		34,365		2,517	S/L 31.5	2004(A)
New Hartford, NY		1,279		13,685		-		1,279		13,776		15,055		3,872		11,183		-	S/L 31.5	2004(A)
Gates, NY		9,369		40,672		-		9,369		42,075		51,444		12,058		39,386		-	S/L 31.5	2004(A)
Rome, NY		4,565		5,078		-		4,565		9,411		13,976		2,424		11,552		2,023	S/L 31.5	2004(A)
Dewitt, NY		881		5,686		-		561		4,196		4,757		1,577		3,180		-	S/L 31.5	2004(A)
Niskayuna, NY		20,297		51,155		-		20,297		52,586		72,883		15,053		57,830		13,878	S/L 31.5	2004(A)
Victor, NY		2,374		6,433		-		2,374		7,007		9,381		1,908		7,473		5,802	S/L 31.5	2004(A)
Allentown, PA		5,558		20,060		-		5,558		23,098		28,656		6,957		21,699		12,250	S/L 31.5	2003(A)
St. John, MO		2,613		7,040		-		2,827		8,122		10,949		2,565		8,384		-	S/L 31.5	2003(A)
Ft. Collins, CO		1,129		2,054		-		1,129		4,579		5,708		1,376		4,332		-	S/L 31.5	2003(A)
Lakeland, FL		1,445		-		-		1,445		5,863		7,308		1,207		6,101		-	S/L 31.5	2003(A)
Hamilton, NJ		8,039		49,896		-		11,774		85,560		97,334		23,049		74,285		40,419	S/L 31.5	2003(A)
Lansing, MI		1,598		6,999		-		1,801		11,825		13,626		3,405		10,221		6,496	S/L 31.5	2003(A)
San Antonio, TX		1,613		10,791		-		6,168		70,946		77,114		9,264		67,850		-	S/L 31.5	2007(C)
San Antonio, TX		2,381		6,487		-		2,381		15,647		18,028		4,257		13,771		-	S/L 31.5	2007(A)
Kyle, TX		2,548		7,349		-		4,676		17,014		21,690		1,183		20,507		21,470	S/L 31.5	2009(C)
Brandon, FL		4,775		13,117		-		4,775		14,243		19,018		1,366		17,652		-	S/L 31.5	2009(A)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Atlanta, GA		14,078		41,050		-		14,078		41,950		56,028		4,020		52,008		43,300	S/L 31.5	2009(A)
Marietta, GA		9,745		27,737		-		9,137		28,710		37,847		2,945		34,902		-	S/L 31.5	2009(A)
Maple Grove, MN		8,917		23,954		-		8,917		24,336		33,253		1,426		31,827		-	S/L 31.5	2011(A)
Charlotte, NC		27,707		45,021		-		27,707		45,364		73,071		1,986		71,085		50,045	S/L 31.5	2011(A)
Charlotte, NC		4,733		5,424		-		4,733		5,452		10,185		229		9,956		-	S/L 31.5	2011(A)
Colorado Springs, CO		4,075		20,248		-		4,075		20,663		24,738		959		23,779		9,196	S/L 31.5	2011(A)
Columbus, OH		18,716		64,617		-		18,716		64,784		83,500		2,478		81,022		44,758	S/L 31.5	2011(A)
Portland, OR		20,208		50,738		-		20,208		50,904		71,112		1,365		69,747		-	S/L 31.5	2012(A)
Phoenix, AZ		15,090		36,880		-		15,090		37,903		52,993		1,038		51,955		-	S/L 31.5	2012(A)
Tucson, AZ		19,298		94,117		-		19,298		94,203		113,501		1,486		112,015		24,202	S/L 31.5	2012(A)
Phoenix, AZ		34,201		88,475		-		34,201		90,312		124,513		1,339		123,174		-	S/L 31.5	2012(A)
Independence, MO		5,011		45,752		-		5,011		45,757		50,768		407		50,361		-	S/L 31.5	2012(A)
Arnold, MO		892		5,283		-		892		5,285		6,177		46		6,131		-	S/L 31.5	2012(A)
Charlotte, NC		11,224		82,124		-		11,224		82,124		93,348		-		93,348		-	S/L 31.5	2012(A)
Raleigh, NC		3,317		35,411		-		3,317		35,411		38,728		-		38,728		-	S/L 31.5	2012(A)
Tinley Park, IL		9,120		37,496		-		9,120		37,525		46,645		1,155		45,490		-	S/L 31.5	2012(A)
Macon, GA		2,940		5,192		-		2,940		5,477		8,417		1,025		7,392		-	S/L 31.5	2007(A)
Snellville, GA		10,185		51,815		-		10,342		54,205		64,547		10,250		54,297		21,200	S/L 31.5	2007(A)
Union, NJ		7,650		15,689		-		7,650		22,823		30,473		3,499		26,974		-	S/L 31.5	2007(A)
Boiling Springs, SC		1,015		4,486		-		1,015		4,491		5,506		1,262		4,244		-	S/L 31.5	2007(A)
Taylors, SC		1,732		4,506		-		1,732		4,507		6,239		863		5,376		-	S/L 31.5	2007(A)
Dothan, AL		3,358		26,903		-		3,358		27,968		31,326		5,261		26,065		-	S/L 31.5	2007(A)
Bradenton, FL		10,766		31,203		-		10,916		35,024		45,940		12,857		33,083		-	S/L 31.5	2007(A)
Clearwater, FL		5,579		15,855		-		5,579		17,539		23,118		3,296		19,822		6,956	S/L 31.5	2007(A)
Tampa, FL		1,699		3,338		-		1,699		3,390		5,089		634		4,455		-	S/L 31.5	2007(A)
Tequesta, FL		2,108		7,400		-		2,108		8,524		10,632		2,086		8,546		-	S/L 31.5	2007(A)
Kennesaw, GA		6,175		9,028		-		6,175		9,522		15,697		1,742		13,955		-	S/L 31.5	2007(A)
Roswell, GA		6,566		15,005		-		6,566		15,736		22,302		6,697		15,605		-	S/L 31.5	2007(A)
Hagerstown, MD		2,440		9,697		-		2,440		11,743		14,183		2,240		11,943		-	S/L 31.5	2007(A)
Greensboro, NC		5,012		11,162		-		5,105		11,527		16,632		2,216		14,416		-	S/L 31.5	2007(A)
Greensboro, NC		3,153		9,455		-		3,153		9,755		12,908		1,878		11,030		4,676	S/L 31.5	2007(A)
East Hanover, NJ		3,847		23,798		-		3,847		24,376		28,223		4,603		23,620		-	S/L 31.5	2007(A)
Camp Hill, PA		1,631		8,402		-		1,631		8,406		10,037		1,607		8,430		-	S/L 31.5	2007(A)
Middletown, RI		3,804		16,805		-		3,842		16,931		20,773		3,233		17,540		-	S/L 31.5	2007(A)
Lexington, SC		1,795		9,933		-		1,795		9,977		11,772		1,885		9,887		4,206	S/L 31.5	2007(A)
Newport News, VA		10,064		21,272		-		4,026		11,063		15,089		4,064		11,025		-	S/L 31.5	2007(A)
Richmond, VA		11,879		34,736		-		11,879		35,614		47,493		6,788		40,705		12,218	S/L 31.5	2007(A)
Springfield, VA		12,627		30,572		-		12,627		31,546		44,173		5,950		38,223		10,809	S/L 31.5	2007(A)
Springfield, VA		4,389		9,466		-		4,389		10,167		14,556		2,111		12,445		-	S/L 31.5	2007(A)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)						Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances		Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land		Buildings & Improvements		Total
Sterling, VA		8,426		18,651		-		8,426		18,689		27,115		3,532		23,583		-	S/L 31.5	2007(A)
Windsor Court, CT		6,090		11,745		-		6,090		11,749		17,839		2,230		15,609		7,096	S/L 31.5	2007(A)
Ocala, FL		2,877		9,407		-		853		4,475		5,328		1,796		3,532		-	S/L 31.5	2007(A)
Valrico, FL		3,282		12,190		-		3,282		15,031		18,313		2,334		15,979		-	S/L 31.5	2007(A)
Atlanta, GA		11,120		31,341		-		11,120		32,982		44,102		6,142		37,960		11,796	S/L 31.5	2007(A)
Norcross, GA		3,007		8,489		-		3,007		8,535		11,542		1,609		9,933		-	S/L 31.5	2007(A)
Bowie, MD		5,739		14,301		-		5,744		14,402		20,146		2,770		17,376		-	S/L 31.5	2007(A)
Ashville, NC		2,651		8,908		-		2,651		9,032		11,683		1,943		9,740		-	S/L 31.5	2007(A)
Charlotte, NC		2,842		9,807		-		2,842		10,025		12,867		1,909		10,958		-	S/L 31.5	2007(A)
Cornelius, NC		4,382		15,184		-		4,382		18,661		23,043		4,027		19,016		-	S/L 31.5	2007(A)
Greensboro, NC		1,682		7,593		-		1,682		7,654		9,336		1,861		7,475		-	S/L 31.5	2007(A)
Raleigh, NC		2,728		10,665		-		2,728		10,817		13,545		2,054		11,491		-	S/L 31.5	2007(A)
Wilson, NC		1,598		8,160		-		1,635		9,110		10,745		1,749		8,996		-	S/L 31.5	2007(A)
Morgantown, WV		4,645		10,341		-		4,645		10,425		15,070		2,130		12,940		-	S/L 31.5	2007(A)
Edgewater, NJ		7,714		30,473		-		7,714		30,855		38,569		5,786		32,783		-	S/L 31.5	2007(A)
Highland Ranch, CO		1,380		4,682		-		1,380		4,838		6,218		872		5,346		-	S/L 31.5	2007(A)
Dania Beach, FL		9,593		17,686		-		9,593		17,691		27,284		3,416		23,868		-	S/L 31.5	2007(A)
Plantation, FL		21,729		37,331		-		22,112		93,830		115,942		15,458		100,484		45,800	S/L 31.5	2007(A)
Duluth, GA		815		2,692		-		545		2,094		2,639		644		1,995		-	S/L 31.5	2007(A)
Lawrenceville, GA		1,457		1,057		-		1,486		1,146		2,632		219		2,413		-	S/L 31.5	2007(A)
Rome, GA		1,523		4,007		-		1,523		4,966		6,489		754		5,735		-	S/L 31.5	2007(A)
Snellville, GA		1,303		1,494		-		1,303		1,494		2,797		285		2,512		-	S/L 31.5	2007(A)
Sylvania, GA		431		3,774		-		431		3,774		4,205		747		3,458		-	S/L 31.5	2007(A)
Worcester, MA		5,395		10,938		-		1,517		4,583		6,100		2,084		4,016		5,264	S/L 31.5	2007(A)
Dearborn Heights, MI		2,463		2,946		-		2,463		2,946		5,409		566		4,843		-	S/L 31.5	2007(A)
Livonia, MI		1,396		2,680		-		1,396		2,680		4,076		516		3,560		-	S/L 31.5	2007(A)
Westland, MI		1,400		2,531		-		1,400		2,531		3,931		491		3,440		2,625	S/L 31.5	2007(A)
Cary, NC		2,264		4,581		-		1,079		3,742		4,821		1,206		3,615		-	S/L 31.5	2007(A)
Winston-Salem, NC		7,156		15,010		-		7,156		15,010		22,166		2,956		19,210		5,620	S/L 31.5	2007(A)
Cheektowaga, NY		1,740		2,417		-		1,740		2,417		4,157		460		3,697		-	S/L 31.5	2007(A)
Dunkirk, NY		-		1,487		-		-		1,487		1,487		288		1,199		-	S/L 31.5	2007(A)
Alliance, OH		812		16,244		-		812		16,244		17,056		3,183		13,873		7,002	S/L 31.5	2007(A)
Cincinnati, OH		2,805		5,028		-		2,805		5,028		7,833		964		6,869		2,537	S/L 31.5	2007(A)
Cheswick, PA		863		2,225		-		863		2,225		3,088		424		2,664		-	S/L 31.5	2007(A)
Erie, PA		958		2,206		-		958		2,206		3,164		409		2,755		-	S/L 31.5	2007(A)
Erie, PA		1,525		2,399		-		378		921		1,299		433		866		-	S/L 31.5	2007(A)
Erie, PA		-		1,486		-		-		1,486		1,486		286		1,200		-	S/L 31.5	2007(A)
Erie, PA		1,578		2,703		-		1,578		2,711		4,289		501		3,788		-	S/L 31.5	2007(A)
Erie, PA		1,641		2,015		-		1,641		2,015		3,656		384		3,272		-	S/L 31.5	2007(A)

DDR Corp.

Real Estate and Accumulated Depreciation

December 31, 2012

(In thousands)

	Initial Cost						Total Cost(1)								Accumulated Depreciation		Total Cost, Net  of Accumulated Depreciation		Encumbrances			Depreciable Lives (Years)(2)	Date of Construction (C) Acquisition (A)
	Land		Buildings & Improvements		Improvements		Land			Buildings & Improvements			Total
Monroeville, PA		1,431		2,006		-		1,431			2,014			3,445		372		3,073		-		S/L 31.5	2007(A)
New Castle, PA		1,331		2,016		-		1,331			2,016			3,347		385		2,962		-		S/L 31.5	2007(A)
Pittsburgh, PA		1,771		2,523		-		1,445			2,148			3,593		478		3,115		-		S/L 31.5	2007(A)
Greenville, SC		1,452		1,891		-		1,452			1,956			3,408		361		3,047		-		S/L 31.5	2007(A)
Greenville, SC		5,659		14,411		-		5,659			14,411			20,070		2,848		17,222		5,464		S/L 31.5	2007(A)
Woodruff, SC		1,145		2,353		-		1,145			2,353			3,498		454		3,044		-		S/L 31.5	2007(A)
Grand Prairie, TX		2,892		3,226		-		2,892			3,226			6,118		652		5,466		-		S/L 31.5	2007(A)
Houston, TX		4,380		8,729		-		4,380			8,775			13,155		1,747		11,408		-		S/L 31.5	2007(A)
Olympia, WA		2,946		3,050		-		2,946			3,050			5,996		565		5,431		-		S/L 31.5	2007(A)
Lakeland, FL		2,800		3,148		-		2,800			3,682			6,482		1,370		5,112		-		S/L 31.5	2007(A)
Evansville, IN		8,964		18,764		-		8,964			18,797			27,761		3,732		24,029		-		S/L 31.5	2007(A)
Apex, NC		2,362		4,452		-		2,362			4,452			6,814		499		6,315		-		S/L 31.5	2007(A)
Portfolio Balance (DDR) – unencumbered		205,696		194,608		-		205,697			194,609			400,306		1,491		398,815		-		S/L 31.5
Portfolio Balance (DDR) – encumbered		62,753		180,721		-		62,753			180,721			243,474		60,884		182,590		46,277		S/L 31.5
	$	2,098,335	$	5,327,191	$	7,203	$	2,154,968	(3)	$	6,484,143	(4)	$	8,639,111	$	1,670,717	$	6,968,394	$	1,246,938	(5)

(1) The Aggregate Cost for Federal Income Tax purposes was approximately $8.7 billion at December 31, 2012.

(2) S/L refers to straight-line depreciation.

(3) Includes $254.6 million of land under development at December 31, 2012.

(4) Includes $220.5 million of construction in progress at December 31, 2012.

(5) Does not include tax-exempt certificates and fair market value of debt adjustments aggregating $15.7 million and $11.5 million, respectively.

The changes in Total Real Estate Assets, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:

	2012			2011			2010
Balance, beginning of year	$	8,266,839		$	8,411,239		$	8,812,484
Acquisitions and transfers from joint ventures		594,633			260,161			—
Developments, improvements and expansions		105,132			104,245			174,315
Changes in land under development and construction in progress		3,188			(15,153	)		(2,409	)
Real estate held for sale		—			(3,267	)		—
Adjustment of property carrying values		(135,813	)		(125,844	)		(171,900	)
Sales, transfers to joint ventures and retirements		(194,868	)		(364,542	)		(401,251	)
Balance, end of year	$	8,639,111		$	8,266,839		$	8,411,239

The changes in Accumulated Depreciation and Amortization, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:

	2012			2011			2010
Balance, beginning of year	$	1,550,066		$	1,452,112		$	1,332,534
Depreciation for year		233,619			230,332			227,304
Real estate held for sale		—			(977	)		—
Sales and retirements		(112,968	)		(131,401	)		(107,726	)
Balance, end of year	$	1,670,717		$	1,550,066		$	1,452,112

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Mortgage Loans on Real Estate

12 Months Ended

Dec. 31, 2012

Mortgage Loans on Real Estate

Schedule IV—Mortgage Loans on Real Estate

December 31, 2012

(Dollar amounts in thousands)

Description	Interest Rate	Final Maturity Date	Periodic Payment Terms	Prior Liens (1)		Face Amount of Mortgages		Carrying Amount of Mortgages (2)		Principal Amount of Loans subject to delinquent principal or interest
SENIOR LOANS
Retail
Borrower A	5.73%	Sep-17	Interest and principal	$	—	$	33,000	$	28,509	$	—
MEZZANINE LOANS
Multi-family
Borrower B	LIBOR+6.0%, Floor 11%	Feb-17	Interest monthly, principal at maturity		26,000		5,868		5,923		—
Retail
Borrower C	11.00%	Jun-13	Interest monthly, principal at maturity		51,750		12,800		11,342		—
Borrower D	10.00%	Nov-22	Interest monthly, principal at maturity		59,000		9,000		9,078		—
Mixed Use
Borrower E	LIBOR+10.0%, Floor 14%	on demand (loan in default)	Interest monthly, principal at maturity		2,500		11,490		5,526		9,343
Borrower F	LIBOR+8.0%, Floor 12%	on demand (loan in default)	Interest monthly, principal at maturity		13,990		10,806		—		10,806
					153,240		82,964		60,378		20,149
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
Borrower G	LIBOR+7.0%, Floor 12%	on demand (loan in default)	Interest monthly, principal at maturity		__		66,846		—		66,846
Borrower H	10.00%	Oct-17	Interest monthly, principal at maturity		137,869		31,700		31,973		—
Borrower I	10.00%	Jun-19	Interest quarterly (partial payment), principal and unpaid interest at maturity		952,145		150,756		154,556		—
				$	1,243,254	$	332,266	$	246,907	$	86,995

(1) The first mortgage loans on some properties are not held by the Company. Accordingly, the amounts of the prior liens for those properties at December 31, 2012 are estimated.

(2) Carrying amount includes all applicable accrued interest and accretion of discount to date, net of amounts reserved for impairment.

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Balance at beginning of period	$	84,541		$	103,705		$	58,719
Additions during period:
New mortgage loans		160,995			10,000			60,618
Interest		4,949			811			3,106
Accretion of discount		826			780			250
Deductions during period:
Provision for loan loss reserve		(4,300	)		(5,000	)		—
Collections of principal		(104	)		(25,755	)		—
Foreclosures		—			—			(18,988	)
Balance at close of period	$	246,907		$	84,541		$	103,705

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flow from operating activities:
Net loss	$ (25,329)	$ (19,397)	$ (247,721)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization	251,085	230,332	227,304
Stock-based compensation	7,553	7,439	6,459
Amortization of deferred finance costs and settled interest rate protection agreements	14,110	14,737	13,269
Accretion of convertible debt discount	10,884	14,914	8,204
Loss (gain) on debt retirement, net	505	89	(485)
(Gain) loss on equity derivative instruments	0	(21,926)	40,157
Settlement of accreted debt discount on repurchase of senior convertible notes	(17,294)	(9,937)	(8,358)
Net cash paid from interest rate hedging contracts	(4,689)	(2,285)	0
Equity in net income of joint ventures	(35,250)	(13,734)	(5,600)
Impairment of joint venture investments	26,671	2,921	227
Net gain on change in control and sale of interests	(78,127)	(29,886)	(5,221)
Operating cash distributions from joint ventures	13,165	9,424	7,334
Gain on disposition of real estate	(9,710)	(47,242)	(7,093)
Impairment charges and loan loss reserves	130,771	130,844	171,900
Premium on issuance of senior notes	13,835
Change in notes receivable accrued interest	(6,314)	(1,784)	(3,005)
Change in restricted cash	3,290	(4,317)	(10,876)
Net change in accounts receivable	326	7,358	21,045
Net change in accounts payable and accrued expenses	2,580	1,760	4,323
Net change in other operating assets and liabilities	6,134	3,885	66,261
Total adjustments	329,525	292,592	525,845
Net cash flow provided by operating activities	304,196	273,195	278,124
Cash flow from investing activities:
Proceeds from disposition of real estate	172,231	344,231	156,374
Real estate developed or acquired, net of liabilities assumed	(586,904)	(217,861)	(164,391)
Equity contributions to joint ventures	(54,976)	(7,719)	(30,311)
(Issuances) repayments of joint venture advances, net	(149,921)	22,378	442
Distributions of proceeds from sale and refinancing of joint venture interests	18,120	21,911	24,339
Return of investments in joint ventures	11,955	9,466	22,094
Issuance of notes receivable	(10,239)	(10,000)	(62,958)
Repayment of notes receivable	1,080	33,208	0
Decrease in restricted cash - capital improvements	10,224	5,082	86,173
Net cash flow (used for) provided by investing activities	(588,430)	200,696	31,762
Cash flow from financing activities:
Proceeds from (repayments of) revolving credit facilities, net	5,511	(138,098)	(492,224)
Proceeds from issuance of senior notes, net of underwriting commissions and offering expenses, of $1,345, $350 and $1,183 in 2012, 2011 and 2010, respectively	439,892	295,495	933,370
Repayment of senior notes	(445,682)	(207,858)	(541,606)
Proceeds from mortgages and other secured debt	718,506	186,956	23,686
Repayment of term loans and mortgage debt	(785,588)	(499,767)	(601,678)
Payment of debt issuance costs	(5,622)	(13,993)	(13,773)
Redemption of preferred shares	(170,000)	(180,000)	0
Proceeds from issuance of common shares, net of underwriting commissions and offering expenses, of $1,055, $835 and $998 in 2012, 2011 and 2010, respectively	492,129	129,684	440,430
Proceeds from issuance of common shares related to the exercise of warrants	0	59,978	0
Proceeds from issuance of preferred shares, net of underwriting commissions and offering expenses, of $845 in 2012	192,855	0	0
Repurchase of common shares in conjunction with equity award plans	(3,841)	(6,655)	(1,763)
Contributions from non-controlling interests	492	374	746
Distributions to non-controlling interests and redeemable operating partnership units	(9,128)	(2,250)	(2,886)
Dividends paid	(154,761)	(75,720)	(61,367)
Net cash provided by (used for) financing activities	274,763	(451,854)	(317,065)
Cash and cash equivalents
(Decrease) increase in cash and cash equivalents	(9,471)	22,037	(7,179)
Effect of exchange rate changes on cash and cash equivalents	(561)	(247)	423
Cash and cash equivalents, beginning of year	41,206	19,416	26,172
Cash and cash equivalents, end of year	$ 31,174	$ 41,206	$ 19,416

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Nature of Business

Nature of Business

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

Use of Estimates in Preparation of Financial Statements

Use of Estimates in Preparation of Financial Statements

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

Principles of Consolidation

Principles of Consolidation

The Company follows the provisions of Accounting Standards Codification No. 810, Consolidation (“ASC 810”). This standard requires a company to perform an analysis to determine whether its variable interests give it a controlling financial interest in a Variable Interest Entity (“VIE”). This analysis identifies the primary beneficiary of a VIE as the entity that has (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether it has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, this standard requires a company to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed.

At December 31, 2012 and 2011, the Company’s investments in consolidated real estate joint ventures in which the Company was deemed to be the primary beneficiary had total real estate assets of $184.6 million and $289.5 million, respectively, mortgages of $21.5 million and $23.5 million, respectively, and other liabilities of $1.9 million and $28.7 million, respectively.

Prior to June 15, 2012, the Company deconsolidated its interest in consolidated joint venture entities or assets, which the Company considered in-substance real estate when it no longer possessed a controlling financial interest in the entity. In 2011 and 2010, the Company had consolidated joint ventures that transferred their interest in the real estate to the control of a court-appointed receiver. Following the appointment of the receiver, the Company no longer had any effective economic rights or obligations in these entities. Subsequent to the deconsolidation of these joint ventures, the Company accounted for its retained interest in these joint venture investments, which approximated zero at December 31, 2011, under the cost method of accounting because the Company did not have the ability to exercise significant influence. Upon deconsolidation, the Company recorded $4.7 million and $5.6 million for the years ended December 31, 2011 and 2010, respectively, as Gain on Deconsolidation of Interests because the carrying value of the non-recourse debt exceeded the carrying value of the collateralized assets of the joint ventures. The revenues and expenses associated with the entities for all of the periods presented, including the Gain on Deconsolidation of Interests, are classified within discontinued operations in the consolidated statements of operations (Note 12).

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

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

	For the Year Ended December 31,
	2012		2011		2010
Mortgages and liability assumed from acquisitions	$	42.3	$	137.8	$	—
Consolidation of the net assets (excluding mortgages disclosed below) of previously unconsolidated joint ventures		383.0		87.8		—
Mortgages assumed of previously unconsolidated joint ventures		246.2		50.1		—
Deconsolidation of net assets from the adoption of ASC 810		—		—		20.2
Reduction of non-controlling interests from the adoption of ASC 810		—		—		12.4
Deconsolidation of net assets		—		5.0		15.2
Reduction of non-controlling interests due to deconsolidation of Mervyns Joint Venture		—		—		3.9
Foreclosure of note receivable and transfer of collateral		—		—		19.0
Equity derivative liability – affiliate		—		74.3		—
Write-off of preferred share original issuance costs		5.8		6.4		—
Dividends declared		44.2		29.1		12.1
Accounts payable related to construction in progress		18.2		3.4		—

The transactions above did not provide or use cash in the years presented and, accordingly, are not reflected in the consolidated statements of cash flows.

Real Estate

Real Estate

Real estate assets, which include construction in progress and land held for development, are stated at cost less accumulated depreciation.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings	Useful lives, 31.5 years
Building improvements and fixtures	Useful lives, ranging from 5 to 20 years
Tenant improvements	Shorter of economic life or lease terms

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Land held for development and construction in progress includes land held for future development as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct and incremental internal construction costs and software development and implementation costs of $10.5 million, $9.1 million and $9.7 million in 2012, 2011 and 2010, respectively.

Purchase Price Accounting

Purchase Price Accounting

Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangible assets generally consisting of: (i) above- and below-market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence, marketing and leasing activities and uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation and other available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Above- and below-market lease values are recorded based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the estimated term of any below-market, fixed-rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the estimated terms of any below-market, fixed-rate renewal options of the respective leases. The purchase price is further allocated to in-place lease values and tenant relationship values based on management’s evaluation of the specific characteristics of the acquired lease portfolio and the Company’s overall relationship with the anchor tenants. Such amounts are amortized to depreciation and amortization expense over the weighted average remaining initial term (and expected renewal periods for tenant relationships).

Intangible assets associated with property acquisitions are included in other assets and other liabilities, as appropriate, in the Company’s consolidated balance sheets. In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. At December 31, 2012 and 2011, below-market leases aggregated a net liability of $50.4 million and $29.5 million, respectively. At December 31, 2012 and 2011, above-market leases aggregated a net asset of $17.7 million and $2.8 million, respectively. The estimated future amortization income, net, associated with the Company’s above- and below-market leases, is $0.1 million, $0.5 million, $0.7 million, $1.4 million and $2.1 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

Real Estate Impairment Assessment

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including land held for development and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective and requires significant estimates made by management and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of impairment losses may be different, and such differences could be material to the consolidated financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. If the Company is evaluating the potential sale of an asset or land held for development, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If such impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company recorded aggregate impairment charges, including those classified within discontinued operations, of $126.5 million, $125.8 million, and $171.9 million (Note 11) related to consolidated real estate investments during the years ended December 31, 2012, 2011 and 2010, respectively.

Real Estate Held for Sale

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell.

Disposition of Real Estate and Real Estate Investments

Disposition of Real Estate and Real Estate Investments

Sales of real estate include the sale of land, operating properties and investments in real estate joint ventures. Gains from dispositions are recognized using the full accrual or partial sale methods, provided that various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. If the criteria for sale recognition or gain recognition are not met because of a form of continuing involvement, the accounting for such transactions is dependent on the nature of the continuing involvement. In certain cases, a sale might not be recognized, and in others all or a portion of the gain might be deferred.

Pursuant to the definition of a component of an entity and, assuming no significant continuing involvement, the operations of the sold asset or asset classified as held for sale are considered discontinued operations. Interest expense, which is specifically identifiable to the property, is included in the computation of interest expense attributable to discontinued operations. Consolidated interest expense at the corporate level is allocated to discontinued operations based on the proportion of net assets disposed.

Interest and Real Estate Taxes

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these expenses when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest, insurance and taxes until activities are resumed.

Interest paid during the years ended December 31, 2012, 2011 and 2010 aggregated $209.3 million, $218.6 million and $221.5 million, respectively, of which $13.3 million, $12.7 million and $12.2 million, respectively, was capitalized.

Investments in and Advances to Joint Ventures

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis is different from the basis reflected at the unconsolidated joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. The Company recorded aggregate impairment charges of $26.7 million, $2.9 million and $0.2 million (Note 11) related to its investments in unconsolidated joint ventures during the years ended December 31, 2012, 2011 and 2010, respectively. These impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the respective properties owned by the joint venture on a relative fair value basis and, where appropriate, amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. Cash flows associated with items intended as hedges of identifiable transactions or events are classified in the same category as the cash flows from the items being hedged.

Restricted Cash

Restricted Cash

Restricted cash represents amounts with financial institutions primarily for debt service payments, real estate taxes, capital improvements, operating reserves and a bond sinking fund as required pursuant to the respective loan agreement.

Accounts Receivable

Accounts Receivable

The Company makes estimates of the amounts that it believes will not be collected related to base rents, straight-line rents receivable, expense reimbursements and other amounts owed. The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $10.8 million and $19.3 million at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, straight-line rents receivable, net of a provision for uncollectible amounts of $3.6 million and $3.2 million, respectively, aggregated $58.2 million and $55.7 million, respectively.

Notes Receivable

Notes Receivable

Notes receivable include certain loans that are held for investment and are generally collateralized by real estate-related investments and may be subordinate to other senior loans. Loan receivables are recorded at stated principal amounts or at initial investment plus accretable yield for loans purchased at a discount. The related discounts on mortgages and other loans purchased are accreted over the life of the related loan receivable. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest on each loan based on an assessment of the underlying collateral value to determine whether it is impaired, and not by the use of internal risk ratings. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable is real-estate related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of loans, the Company does not provide for an additional allowance for loan losses based on the grouping of loans, as the Company believes the characteristics of its loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for this purpose. Interest income on performing loans is accrued as earned. A loan is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on an accrual basis on non-performing loans is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Deferred Charges

Deferred Charges

Costs incurred in obtaining indebtedness are included in deferred charges in the accompanying consolidated balance sheets and are amortized over the terms of the related debt agreements. Such amortization is reflected as interest expense in the consolidated statements of operations.

Deferred Tax Assets

Deferred Tax Assets

The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage its business. Based on this assessment, management must evaluate the need for, and amount of, valuation allowances against the Company’s deferred tax assets. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. Accordingly, the Company would record a valuation allowance to reduce deferred tax assets when it has determined that an uncertainty exists regarding their realization, which would increase the provision for income taxes. The Company recorded a valuation allowance of $58.3 million (Note 16) during the year ended December 31, 2010.

Treasury Shares

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net loss.

Revenue Recognition

Revenue Recognition

Minimum rents from tenants are recognized using the straight-line method over the lease term of the respective leases. Percentage and overage rents are recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. Revenues associated with expense reimbursements from tenants are recognized in the period that the related expenses are incurred based upon the tenant lease provision. Fee and other income includes management fees recorded in the period earned based on a percentage of collected revenue at the properties under management. Fee income derived from the Company’s unconsolidated joint venture investments is recognized to the extent attributable to the unaffiliated ownership interest. Ancillary and other property-related income, primarily composed of leasing vacant space to temporary tenants and kiosk income, is recognized in the period earned. Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.

Fee and other income from continuing operations was composed of the following (in thousands):

	For the Year Ended December 31,
	2012		2011		2010
Management, development, financing and other fee income	$	43,811	$	47,539	$	54,592
Ancillary and other property income		27,665		28,527		20,196
Lease termination fees		6,401		5,897		7,482
Other miscellaneous		384		607		2,123
Total fee and other income	$	78,261	$	82,570	$	84,393

General and Administrative Expenses

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred as they are not eligible for capitalization.

Stock Option and Other Equity-Based Plans

Stock Option and Other Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates for non-executive employees and actual expectations for executives.

For the years ended December 31, 2012, 2011 and 2010, stock-based compensation cost recognized by the Company was $6.4 million, $6.8 million and $5.7 million, respectively. This amount includes $0.2 million, $1.6 million and $0.4 million as a result of accelerated vesting of awards due to employee separations in 2012, 2011 and 2010, respectively.

Income Taxes

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and continues to satisfy certain other requirements.

In connection with the REIT Modernization Act, which became effective January 1, 2001, the Company is permitted to participate in certain activities that it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.

Foreign Currency Translation

Foreign Currency Translation

The financial statements of the Company’s international consolidated and unconsolidated joint venture investments are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, an average exchange rate for each period for revenues, expenses, gains and losses, and at the transaction date for impairments or sales, with the Company’s proportionate share of the resulting translation adjustments recorded as Accumulated Other Comprehensive Loss. Gains or losses resulting from foreign currency transactions, translated to local currency, are included in income as incurred. Foreign currency gains or losses from changes in exchange rates were not material to the consolidated operating results.

Derivative and Hedging Activities

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

Presentation of Other Comprehensive Income

Presentation of Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on the presentation of comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the consolidated statements of equity, which was the Company’s previous presentation, and requires presentation of reclassification adjustments from other comprehensive income to net income in a single note or on the face of the financial statements. The Company presented the components of comprehensive income in a separate statement beginning December 31, 2011. The effective date for the presentation of reclassification adjustments is for annual and interim reporting periods beginning after December 15, 2012 (the first quarter of 2013 for the Company). When adopted, this guidance is not expected to materially impact the Company’s consolidated financial statements.

Fair Value Measurements

Fair Value Measurements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurements and Disclosures (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value and requires additional disclosures about fair value measurements. Specifically, the guidance specifies that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets, whereas they are not relevant when measuring the fair value of financial assets and liabilities. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required. Entities will also be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is to be applied prospectively. The Company’s adoption of this guidance did not have a material impact on its financial statements.

Derecognition of in Substance Real Estate

Derecognition of in Substance Real Estate

In November 2011, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus, ASU 2011-10, “Derecognition of in Substance Real Estate – a Scope Clarification.” This guidance clarifies that ASC 360-20, “Property Plant and Equipment – Real Estate Sales” (“ASC 360-20”) is the authoritative guidance when an investor loses control of real estate to a lender as a result of defaulting on a loan. Therefore, the investor is precluded from derecognizing the real estate until legal ownership has been transferred to the lender. The accounting for this fact pattern was addressed by the EITF due to diversity in practice. Under the Company’s historical accounting policies, it believed that it no longer had the contractual ability to direct the activities that most significantly affected the economic performance of entities in the control of a lender. Therefore, the Company’s historical accounting policy for evaluating these transactions was based upon ASC 810. The Company applied this consensus on a prospective basis on June 15, 2102.

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Senior Notes - Summary of Carrying Amounts of Debt and Equity Balances (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Principal amount of senior convertible notes	$ 450,000
Senior Convertible Notes [Member]
Debt Instrument [Line Items]
Carrying value of equity component	52,497	69,217
Principal amount of senior convertible notes	350,000	529,509
Remaining unamortized debt discount	(32,120)	(43,004)
Net carrying value of senior convertible notes	$ 317,880	$ 486,505

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Benefit Plans - Activities for Unvested Stock Option Awards (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-Average Exercise Price, Beginning balance	$ 25.35	$ 28.28	$ 29.02
Weighted-Average Grant-Date Fair Value, Granted	$ 5.07	$ 5.63	$ 5.30
Weighted-Average Exercise Price, Ending balance	$ 25.70	$ 25.35	$ 28.28
Unvested stock option awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning Balance	453
Number of Options, Granted	345
Number of options, Vested	(184)
Number of Options, Forfeited	(53)
Number of Options Outstanding, Ending Balance	561
Weighted-Average Exercise Price, Beginning balance	$ 5.34
Weighted-Average Grant-Date Fair Value, Granted	$ 5.06
Weighted-Average Grant-Date Fair Value, Vested	$ 5.21
Weighted-Average Grant-Date Fair Value, Forfeited	$ 5.19
Weighted-Average Exercise Price, Ending balance	$ 5.21

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets and liabilities, which consist of interest rate swap agreements (included in Other Liabilities) and marketable securities (included in Other Assets) from investments in the Company’s Elective Deferred Compensation Plan (Note 14) at December 31, 2012 and 2011, measured at fair value on a recurring basis as of December 31, 2012 and 2011, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
Assets (Liabilities):	Level 1		Level 2			Level 3		Total
December 31, 2012
Derivative Financial Instruments	$	—	$	(17.1	)	$	—	$	(17.1	)
Marketable Securities	$	2.9	$	—		$	—	$	2.9
December 31, 2011
Derivative Financial Instruments	$	—	$	(8.8	)	$	—	$	(8.8	)
Marketable Securities	$	2.7	$	—		$	—	$	2.7

Debt Instruments With Carrying Value Different Than Estimated Fair Values

Debt instruments at December 31, 2012 and 2011, with carrying values that are different than estimated fair values, are summarized as follows (in thousands):

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior notes	$	2,147,097	$	2,503,127	$	2,139,718	$	2,282,818
Revolving Credit Facilities and Term Loans		897,905		903,210		642,421		641,854
Mortgage indebtedness		1,274,141		1,324,969		1,322,445		1,352,142
	$	4,319,143	$	4,731,306	$	4,104,584	$	4,276,814

Information Regarding Swaps

The following table discloses certain information regarding the Company’s ten outstanding interest rate swaps (not including the specified spreads):

Aggregate Notional Amount (in millions)	LIBOR Fixed Rate			Maturity Date
$100.0		1.0	%	June 2014
$ 50.0		0.6	%	June 2015
$100.0		0.5	%	July 2015
$ 82.8		2.8	%	September 2017
$100.0		0.9	%	January 2018
$100.0		1.6	%	February 2019
$100.0		1.5	%	February 2019

Fair Value of Company's Swaps and Their Classification

The table below presents the fair value of the Company’s Swaps as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011, as follows (in millions):

	Liability Derivatives
	December 31, 2012			December 31, 2011
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate products	Other liabilities	$	17.1	Other liabilities	$	8.8

Effect of Company's Derivative Instruments on Net Loss and Income

The effect of the Company’s derivative instruments on net loss is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)								Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging	Year Ended December 31,									Year Ended December 31,
	2012			2011			2010			2012			2011			2010
Interest rate products	$	(8.3	)	$	(3.6	)	$	10.2	Interest expense	$	(0.9	)	$	(0.1	)	$	0.4

Net Investment Hedge Derivative Instruments on OCI

The effect of the Company’s net investment hedge derivative instruments on OCI is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Year Ended December 31,
Derivatives in Net Investment Hedging Relationships	2012		2011			2010
Euro — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiary	$	—	$	(0.2	)	$	8.6
Canadian dollar — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiaries		—		(0.4	)		(5.6	)

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Summary of Significant Accounting Policies - Fee and Other Income (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Income And Other Expense Disclosure [Line Items]
Management, development, financing and other fee income	$ 43,811	$ 47,539	$ 54,592
Ancillary and other property income	27,665	28,527	20,196
Lease termination fees	6,401	5,897	7,482
Other miscellaneous	384	607	2,123
Total fee and other income	$ 78,261	$ 82,570	$ 84,393

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Notes Receivable - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012 SecurityLoan	Dec. 31, 2011 SecurityLoan	Dec. 31, 2010
Mortgage Loans on Real Estate [Line Items]
Number of loans receivable outstanding	6	6
Face value of note receivable sold, including accrued interest		$ 11,800,000
Sale proceeds on note receivable		6,800,000
Past due on interest payments		90 days
Maturity date of the principal amount	September 2011
Principal Amount of Loans subject to delinquent principal or interest	9,800,000
Number of loans outstanding	1
Loan loss reserve	$ 4,300,000	$ 5,000,000	$ 0

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Land	$ 1,900,401	$ 1,844,125
Buildings	5,773,961	5,461,122
Fixtures and tenant improvements	489,626	379,965
Total real estate rental property	8,163,988	7,685,212
Less: Accumulated depreciation	(1,670,717)	(1,550,066)
Real estate rental property, net	6,493,271	6,135,146
Land held for development and construction in progress	475,123	581,627
Real estate held for sale, net	0	2,290
Total real estate assets, net	6,968,394	6,719,063
Investments in and advances to joint ventures	613,017	353,907
Cash and cash equivalents	31,174	41,206
Restricted cash	23,658	30,983
Accounts receivable, net	126,228	117,463
Notes receivable, net	68,718	93,905
Deferred charges, less accumulated amortization of $31,071 and $27,848, respectively	42,498	45,272
Other assets, net	182,150	67,626
Total assets	8,055,837	7,469,425
Unsecured indebtedness:
Senior notes	2,147,097	2,139,718
Unsecured term loan	350,000	0
Revolving credit facilities	147,905	142,421
Total unsecured indebtedness	2,645,002	2,282,139
Secured indebtedness:
Secured term loan	400,000	500,000
Mortgage and other secured indebtedness	1,274,141	1,322,445
Total secured indebtedness	1,674,141	1,822,445
Total indebtedness	4,319,143	4,104,584
Accounts payable and other liabilities	326,024	257,821
Dividends payable	44,210	29,128
Total liabilities	4,689,377	4,391,533
Commitments and contingencies (Note 9)
DDR Equity:
Preferred shares (Note 10)	405,000	375,000
Common shares, with par value, $0.10 stated value; 500,000,000 shares authorized; 315,239,299 and 277,114,784 shares issued at December 31, 2012 and 2011, respectively	31,524	27,711
Paid-in capital	4,629,257	4,138,812
Accumulated distributions in excess of net income	(1,694,822)	(1,493,353)
Deferred compensation obligation	15,556	13,934
Accumulated other comprehensive loss	(27,925)	(1,403)
Less: Common shares in treasury at cost: 977,673 and 833,934 shares at December 31, 2012 and 2011, respectively	(16,452)	(15,017)
Total DDR shareholders' equity	3,342,138	3,045,684
Non-controlling interests	24,322	32,208
Total equity	3,366,460	3,077,892
Total liabilities and equity	$ 8,055,837	$ 7,469,425

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Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Fair Values for Stock-based Awards Granted Using Black-Scholes Option Pricing Model

The fair values for option awards granted in 2012, 2011 and 2010 were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Year Ended December 31,
	2012	2011	2010
Weighted-average fair value of grants	$5.07	$5.63	$5.30
Risk-free interest rate (range)	0.5% - 1.1%	1.4% -3.0%	1.4% -2.6%
Dividend yield (range)	3.6% - 4.7%	3.4% - 4.9%	4.2% - 5.6%
Expected life (range)	4 - 5 years	7 years	4 - 5 years
Expected volatility (range)	50.8% - 66.8%	52.1% - 69.0%	87.0% - 97.8%

Summary of Stock Option Activity

The following table reflects the stock option activity described above:

							Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
	Number of Options
	Employees			Directors
	(thousands)
Balance December 31, 2009		3,330			22		$	29.02
Granted		373			—			10.37
Exercised		(212	)		—			6.02
Forfeited		(268	)		(2	)		30.21
Balance December 31, 2010		3,223			20		$	28.28
Granted		276			—			13.72
Exercised		(192	)		—			6.39
Forfeited		(624	)		(10	)		41.02
Balance December 31, 2011		2,683			10		$	25.35
Granted		345			—			13.87
Exercised		(266	)		—			6.54
Forfeited		(166	)		(10	)		26.21
Balance December 31, 2012		2,596			—		$	25.70		5.3	$	7,877
Options exercisable at December 31,
2012		2,035			—		$	29.12		4.5	$	6,538
2011		2,230			10		$	28.00		5.2	$	5,177
2010		2,900			20		$	30.27		5.8	$	8,035

Summary of Characteristics of Options Outstanding

The following table summarizes the characteristics of the options outstanding at December 31, 2012 (in thousands):

	Options Outstanding
Range of Exercise Prices	Outstanding as of 12/31/12		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Options Exercisable
							Exercisable as of 12/31/12		Weighted- Average Exercise Price
$0.00-$6.50		569		6.0	$	6.01		569	$	6.01
$6.51-$12.50		276		7.3		10.42		172		10.37
$12.51-$29.50		611		7.6		15.11		154		18.65
$29.51-$49.50		781		3.1		38.05		781		38.05
$49.51-$69.50		359		3.7		59.87		359		59.87
		2,596		5.3	$	25.70		2,035	$	29.12

Activities for Unvested Stock Option Awards

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2012 (options in thousands):

	Options			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		453		$	5.34
Granted		345			5.06
Vested		(184	)		5.21
Forfeited		(53	)		5.19
Unvested at December 31, 2012		561		$	5.21

Activities for Unvested Restricted Stock Awards

The following table reflects the activity for unvested restricted stock awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		728		$	9.31
Granted		299			13.92
Vested		(433	)		8.22
Forfeited		(46	)		12.76
Unvested at December 31, 2012		548		$	12.39

Activities for Unvested VSEP Awards

The following table reflects the activity for unvested VSEP awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		1,182		$	13.34
Issued		1,401			14.98
Vested		(706	)		14.04
Forfeited		(9	)		13.42
Unvested at December 31, 2012		1,868		$	14.31

VSEP awards [Member]

Summary of Fair Values for Stock-based Awards Granted Using Black-Scholes Option Pricing Model

The Company’s common shares granted to a participant are subject to an additional time-based vesting period and will generally vest in 20% annual increments beginning on the date of grant and on each of the first four anniversaries of the date of grant. The fair value of the 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	1.9%
Dividend yield	6.2%
Expected life	3.4 years
Expected volatility	88%

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Preferred Shares Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Aug. 30, 2012	Dec. 31, 2011
Class of Stock [Line Items]
Cumulative redeemable preferred shares	$ 405,000		$ 375,000
Class H Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative redeemable preferred shares	205,000		205,000
Class I Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative redeemable preferred shares	0		170,000
Class J Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative redeemable preferred shares	$ 200,000	$ 200,000	$ 0

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Quarterly Results of Operations - Summary of Quarterly Results of Operations (Parenthetical) (Detail) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Quarterly Results Of Operations [Line Items]
Impairment charges	$ 20,600,000	$ 47,400,000	$ 153,142,000	$ 128,765,000	$ 172,127,000
Gain on sale of real estate	$ 400,000	$ 54,300,000

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Benefit Plans - Summary of Characteristics of Options Outstanding (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding as of 12/31/12	2,596
Weighted-Average Remaining Contractual Life (years)	5 years 3 months 18 days
Weighted-Average Exercise Price	$ 25.70
Exercisable as of 12/31/12	2,035
Weighted-Average Exercise price	$ 29.12
0.00 - 6.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	$ 0.00
Exercise Price Range, Upper Limit	$ 6.50
Outstanding as of 12/31/12	569
Weighted-Average Remaining Contractual Life (years)	6 years
Weighted-Average Exercise Price	$ 6.01
Exercisable as of 12/31/12	569
Weighted-Average Exercise price	$ 6.01
6.51 - 12.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	$ 6.51
Exercise Price Range, Upper Limit	$ 12.50
Outstanding as of 12/31/12	276
Weighted-Average Remaining Contractual Life (years)	7 years 3 months 18 days
Weighted-Average Exercise Price	$ 10.42
Exercisable as of 12/31/12	172
Weighted-Average Exercise price	$ 10.37
12.51 - 29.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	$ 12.51
Exercise Price Range, Upper Limit	$ 29.50
Outstanding as of 12/31/12	611
Weighted-Average Remaining Contractual Life (years)	7 years 7 months 6 days
Weighted-Average Exercise Price	$ 15.11
Exercisable as of 12/31/12	154
Weighted-Average Exercise price	$ 18.65
29.51 - 49.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	$ 29.51
Exercise Price Range, Upper Limit	$ 49.50
Outstanding as of 12/31/12	781
Weighted-Average Remaining Contractual Life (years)	3 years 1 month 6 days
Weighted-Average Exercise Price	$ 38.05
Exercisable as of 12/31/12	781
Weighted-Average Exercise price	$ 38.05
49.51 - 69.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Limit	$ 49.51
Exercise Price Range, Upper Limit	$ 69.50
Outstanding as of 12/31/12	359
Weighted-Average Remaining Contractual Life (years)	3 years 8 months 12 days
Weighted-Average Exercise Price	$ 59.87
Exercisable as of 12/31/12	359
Weighted-Average Exercise price	$ 59.87

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands	Total	Preferred Shares [Member]	Common Shares [Member]	Paid-in Capital [Member]	Accumulated Distributions in Excess of Net Income (Loss) [Member]	Deferred Compensation Obligation [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock at Cost [Member]	Non-Controlling Interests [Member]
Balance at Dec. 31, 2009	$ 2,952,336	$ 555,000	$ 20,174	$ 3,374,528	$ (1,098,661)	$ 17,838	$ 9,549	$ (15,866)	$ 89,774
Cumulative effect of adoption of a new accounting standard (Note 1)	(20,232)	0	0	0	(7,848)	0	0	0	(12,384)
Deconsolidation of interests	3,876	0	0	0	0	0	0	0	3,876
Issuance of common shares related to stock plans	1,362	0	21	1,232	0	0	0	109	0
Issuance of common shares for cash	440,430	0	5,279	433,473	0	0	0	1,678	0
Convertible debt instruments	52,497	0	0	52,497	0	0	0	0	0
Issuance of preferred shares	0
Issuance of restricted stock	(847)	0	153	(199)	0	741	0	(1,542)	0
Vesting of restricted stock	1,483	0	0	4,761	0	(4,261)	0	983	0
Stock-based compensation	2,698	0	0	2,698	0	0	0	0	0
Contributions from non-controlling interests	746	0	0	0	0	0	0	0	746
Distributions to non-controlling interests	(2,886)	0	0	0	0	0	0	0	(2,886)
Dividends declared-common shares	(20,205)	0	0	0	(20,205)	0	0	0	0
Dividends declared-preferred shares	(42,269)	0	0	0	(42,269)	0	0	0	0
Comprehensive loss	(234,302)	0	0	0	(209,358)	0	16,097	0	(41,041)
Balance at Dec. 31, 2010	3,134,687	555,000	25,627	3,868,990	(1,378,341)	14,318	25,646	(14,638)	38,085
Issuance of common shares related to stock plans	1,429	0	18	979	0	0	0	432	0
Issuance of common shares related to exercise of warrants	134,310	0	1,000	133,310	0	0	0	0	0
Issuance of common shares for cash	129,665	0	950	128,715	0	0	0	0	0
Issuance of preferred shares	0
Issuance of restricted stock	527	0	116	(6,357)	0	530	0	6,238	0
Vesting of restricted stock	(4,978)	0	0	2,985	0	(914)	0	(7,049)	0
Stock-based compensation	3,788	0	0	3,788	0	0	0	0	0
Contributions from non-controlling interests	374	0	0	0	0	0	0	0	374
Distributions to non-controlling interests	(2,308)	0	0	0	0	0	0	0	(2,308)
Redemption of preferred shares	(180,000)	(180,000)	0	6,402	(6,402)	0	0	0	0
Dividends declared-common shares	(60,527)	0	0	0	(60,527)	0	0	0	0
Dividends declared-preferred shares	(32,229)	0	0	0	(32,229)	0	0	0	0
Comprehensive loss	(46,846)	0	0	0	(15,854)	0	(27,049)	0	(3,943)
Balance at Dec. 31, 2011	3,077,892	375,000	27,711	4,138,812	(1,493,353)	13,934	(1,403)	(15,017)	32,208
Issuance of common shares related to stock plans	3,035	0	32	2,741	0	0	0	262	0
Issuance of common shares for cash	492,129	0	3,634	485,752	0	0	0	2,743	0
Issuance of preferred shares	192,855	200,000	0	(7,145)	0	0	0	0	0
Issuance of restricted stock	749	0	147	(2,334)	0	910	0	2,026	0
Vesting of restricted stock	(2,936)	0	0	2,818	0	712	0	(6,466)	0
Stock-based compensation	2,809	0	0	2,809	0	0	0	0	0
Contributions from non-controlling interests	492	0	0	0	0	0	0	0	492
Distributions to non-controlling interests	(9,145)	0	0	0	0	0	0	0	(9,145)
Redemption of preferred shares	(170,000)	(170,000)	0	5,804	(5,804)	0	0	0	0
Dividends declared-common shares	(141,152)	0	0	0	(141,152)	0	0	0	0
Dividends declared-preferred shares	(28,691)	0	0	0	(28,691)	0	0	0	0
Comprehensive loss	(51,577)	0	0	0	(25,822)	0	(26,522)	0	767
Balance at Dec. 31, 2012	$ 3,366,460	$ 405,000	$ 31,524	$ 4,629,257	$ (1,694,822)	$ 15,556	$ (27,925)	$ (16,452)	$ 24,322

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Non-Controlling Interests (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 13,800,000	$ 21,600,000
Operating partnership units	7,400,000	7,400,000
Non-controlling interests, total	24,322,000	32,208,000
Shopping centers and development parcels in various states [Member]
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 3,100,000	$ 3,200,000

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Real Estate and Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	$ 2,098,335
Buildings & Improvements, Initial Cost	5,327,191
Improvements, Initial Cost	7,203
Land, Total Cost	2,154,968
Buildings & Improvements, Total Cost	6,484,143
Total Cost	8,639,111
Accumulated Depreciation	1,670,717
Total Cost, Net of Accumulated Depreciation	6,968,394
Encumbrances	1,246,938
The changes in Total Real Estate Assets, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:
Balance, beginning of year	8,266,839	8,411,239	8,812,484
Acquisitions and transfers from joint ventures	594,633	260,161	0
Developments, improvements and expansions	105,132	104,245	174,315
Changes in land under development and construction in progress	3,188	(15,153)	(2,409)
Real estate held for sale	0	(3,267)	0
Adjustment of property carrying values	(135,813)	(125,844)	(171,900)
Sales, transfers to joint ventures and retirements	(194,868)	(364,542)	(401,251)
Balance, end of year	8,639,111	8,266,839	8,411,239
The changes in Accumulated Depreciation and Amortization, excluding real estate held for sale, for the three years ended December 31, 2012 are as follows:
Balance, beginning of year	1,550,066	1,452,112	1,332,534
Depreciation for year	233,619	230,332	227,304
Real estate held for sale	0	(977)	0
Sales and retirements	(112,968)	(131,401)	(107,726)
Balance, end of year	1,670,717	1,550,066	1,452,112
Sterling, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,426
Buildings & Improvements, Initial Cost	18,651
Improvements, Initial Cost	0
Land, Total Cost	8,426
Buildings & Improvements, Total Cost	18,689
Total Cost	27,115
Accumulated Depreciation	3,532
Total Cost, Net of Accumulated Depreciation	23,583
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Windsor Court, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,090
Buildings & Improvements, Initial Cost	11,745
Improvements, Initial Cost	0
Land, Total Cost	6,090
Buildings & Improvements, Total Cost	11,749
Total Cost	17,839
Accumulated Depreciation	2,230
Total Cost, Net of Accumulated Depreciation	15,609
Encumbrances	7,096
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Ocala, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,877
Buildings & Improvements, Initial Cost	9,407
Improvements, Initial Cost	0
Land, Total Cost	853
Buildings & Improvements, Total Cost	4,475
Total Cost	5,328
Accumulated Depreciation	1,796
Total Cost, Net of Accumulated Depreciation	3,532
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Valrico, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,282
Buildings & Improvements, Initial Cost	12,190
Improvements, Initial Cost	0
Land, Total Cost	3,282
Buildings & Improvements, Total Cost	15,031
Total Cost	18,313
Accumulated Depreciation	2,334
Total Cost, Net of Accumulated Depreciation	15,979
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Atlanta, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,120
Buildings & Improvements, Initial Cost	31,341
Improvements, Initial Cost	0
Land, Total Cost	11,120
Buildings & Improvements, Total Cost	32,982
Total Cost	44,102
Accumulated Depreciation	6,142
Total Cost, Net of Accumulated Depreciation	37,960
Encumbrances	11,796
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Norcross, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,007
Buildings & Improvements, Initial Cost	8,489
Improvements, Initial Cost	0
Land, Total Cost	3,007
Buildings & Improvements, Total Cost	8,535
Total Cost	11,542
Accumulated Depreciation	1,609
Total Cost, Net of Accumulated Depreciation	9,933
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Bowie, MD [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,739
Buildings & Improvements, Initial Cost	14,301
Improvements, Initial Cost	0
Land, Total Cost	5,744
Buildings & Improvements, Total Cost	14,402
Total Cost	20,146
Accumulated Depreciation	2,770
Total Cost, Net of Accumulated Depreciation	17,376
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Ashville, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,651
Buildings & Improvements, Initial Cost	8,908
Improvements, Initial Cost	0
Land, Total Cost	2,651
Buildings & Improvements, Total Cost	9,032
Total Cost	11,683
Accumulated Depreciation	1,943
Total Cost, Net of Accumulated Depreciation	9,740
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Charlotte, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,842
Buildings & Improvements, Initial Cost	9,807
Improvements, Initial Cost	0
Land, Total Cost	2,842
Buildings & Improvements, Total Cost	10,025
Total Cost	12,867
Accumulated Depreciation	1,909
Total Cost, Net of Accumulated Depreciation	10,958
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Cornelius, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,382
Buildings & Improvements, Initial Cost	15,184
Improvements, Initial Cost	0
Land, Total Cost	4,382
Buildings & Improvements, Total Cost	18,661
Total Cost	23,043
Accumulated Depreciation	4,027
Total Cost, Net of Accumulated Depreciation	19,016
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Greensboro, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,682
Buildings & Improvements, Initial Cost	7,593
Improvements, Initial Cost	0
Land, Total Cost	1,682
Buildings & Improvements, Total Cost	7,654
Total Cost	9,336
Accumulated Depreciation	1,861
Total Cost, Net of Accumulated Depreciation	7,475
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Raleigh, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,728
Buildings & Improvements, Initial Cost	10,665
Improvements, Initial Cost	0
Land, Total Cost	2,728
Buildings & Improvements, Total Cost	10,817
Total Cost	13,545
Accumulated Depreciation	2,054
Total Cost, Net of Accumulated Depreciation	11,491
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Wilson, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,598
Buildings & Improvements, Initial Cost	8,160
Improvements, Initial Cost	0
Land, Total Cost	1,635
Buildings & Improvements, Total Cost	9,110
Total Cost	10,745
Accumulated Depreciation	1,749
Total Cost, Net of Accumulated Depreciation	8,996
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Morgantown, WV [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,645
Buildings & Improvements, Initial Cost	10,341
Improvements, Initial Cost	0
Land, Total Cost	4,645
Buildings & Improvements, Total Cost	10,425
Total Cost	15,070
Accumulated Depreciation	2,130
Total Cost, Net of Accumulated Depreciation	12,940
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Edgewater, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,714
Buildings & Improvements, Initial Cost	30,473
Improvements, Initial Cost	0
Land, Total Cost	7,714
Buildings & Improvements, Total Cost	30,855
Total Cost	38,569
Accumulated Depreciation	5,786
Total Cost, Net of Accumulated Depreciation	32,783
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Highland Ranch, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,380
Buildings & Improvements, Initial Cost	4,682
Improvements, Initial Cost	0
Land, Total Cost	1,380
Buildings & Improvements, Total Cost	4,838
Total Cost	6,218
Accumulated Depreciation	872
Total Cost, Net of Accumulated Depreciation	5,346
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Dania Beach, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,593
Buildings & Improvements, Initial Cost	17,686
Improvements, Initial Cost	0
Land, Total Cost	9,593
Buildings & Improvements, Total Cost	17,691
Total Cost	27,284
Accumulated Depreciation	3,416
Total Cost, Net of Accumulated Depreciation	23,868
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Plantation, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	21,729
Buildings & Improvements, Initial Cost	37,331
Improvements, Initial Cost	0
Land, Total Cost	22,112
Buildings & Improvements, Total Cost	93,830
Total Cost	115,942
Accumulated Depreciation	15,458
Total Cost, Net of Accumulated Depreciation	100,484
Encumbrances	45,800
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Duluth, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	815
Buildings & Improvements, Initial Cost	2,692
Improvements, Initial Cost	0
Land, Total Cost	545
Buildings & Improvements, Total Cost	2,094
Total Cost	2,639
Accumulated Depreciation	644
Total Cost, Net of Accumulated Depreciation	1,995
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Lawrenceville, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,457
Buildings & Improvements, Initial Cost	1,057
Improvements, Initial Cost	0
Land, Total Cost	1,486
Buildings & Improvements, Total Cost	1,146
Total Cost	2,632
Accumulated Depreciation	219
Total Cost, Net of Accumulated Depreciation	2,413
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Rome, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,523
Buildings & Improvements, Initial Cost	4,007
Improvements, Initial Cost	0
Land, Total Cost	1,523
Buildings & Improvements, Total Cost	4,966
Total Cost	6,489
Accumulated Depreciation	754
Total Cost, Net of Accumulated Depreciation	5,735
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Snellville, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,303
Buildings & Improvements, Initial Cost	1,494
Improvements, Initial Cost	0
Land, Total Cost	1,303
Buildings & Improvements, Total Cost	1,494
Total Cost	2,797
Accumulated Depreciation	285
Total Cost, Net of Accumulated Depreciation	2,512
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Sylvania, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	431
Buildings & Improvements, Initial Cost	3,774
Improvements, Initial Cost	0
Land, Total Cost	431
Buildings & Improvements, Total Cost	3,774
Total Cost	4,205
Accumulated Depreciation	747
Total Cost, Net of Accumulated Depreciation	3,458
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Worcester, MA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,395
Buildings & Improvements, Initial Cost	10,938
Improvements, Initial Cost	0
Land, Total Cost	1,517
Buildings & Improvements, Total Cost	4,583
Total Cost	6,100
Accumulated Depreciation	2,084
Total Cost, Net of Accumulated Depreciation	4,016
Encumbrances	5,264
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Dearborn Heights, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,463
Buildings & Improvements, Initial Cost	2,946
Improvements, Initial Cost	0
Land, Total Cost	2,463
Buildings & Improvements, Total Cost	2,946
Total Cost	5,409
Accumulated Depreciation	566
Total Cost, Net of Accumulated Depreciation	4,843
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Livonia, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,396
Buildings & Improvements, Initial Cost	2,680
Improvements, Initial Cost	0
Land, Total Cost	1,396
Buildings & Improvements, Total Cost	2,680
Total Cost	4,076
Accumulated Depreciation	516
Total Cost, Net of Accumulated Depreciation	3,560
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Westland, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,400
Buildings & Improvements, Initial Cost	2,531
Improvements, Initial Cost	0
Land, Total Cost	1,400
Buildings & Improvements, Total Cost	2,531
Total Cost	3,931
Accumulated Depreciation	491
Total Cost, Net of Accumulated Depreciation	3,440
Encumbrances	2,625
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Cary, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,264
Buildings & Improvements, Initial Cost	4,581
Improvements, Initial Cost	0
Land, Total Cost	1,079
Buildings & Improvements, Total Cost	3,742
Total Cost	4,821
Accumulated Depreciation	1,206
Total Cost, Net of Accumulated Depreciation	3,615
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Winston-Salem, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,156
Buildings & Improvements, Initial Cost	15,010
Improvements, Initial Cost	0
Land, Total Cost	7,156
Buildings & Improvements, Total Cost	15,010
Total Cost	22,166
Accumulated Depreciation	2,956
Total Cost, Net of Accumulated Depreciation	19,210
Encumbrances	5,620
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Cheektowaga, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,740
Buildings & Improvements, Initial Cost	2,417
Improvements, Initial Cost	0
Land, Total Cost	1,740
Buildings & Improvements, Total Cost	2,417
Total Cost	4,157
Accumulated Depreciation	460
Total Cost, Net of Accumulated Depreciation	3,697
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Dunkirk, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	1,487
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	1,487
Total Cost	1,487
Accumulated Depreciation	288
Total Cost, Net of Accumulated Depreciation	1,199
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Alliance, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	812
Buildings & Improvements, Initial Cost	16,244
Improvements, Initial Cost	0
Land, Total Cost	812
Buildings & Improvements, Total Cost	16,244
Total Cost	17,056
Accumulated Depreciation	3,183
Total Cost, Net of Accumulated Depreciation	13,873
Encumbrances	7,002
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Cincinnati, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,805
Buildings & Improvements, Initial Cost	5,028
Improvements, Initial Cost	0
Land, Total Cost	2,805
Buildings & Improvements, Total Cost	5,028
Total Cost	7,833
Accumulated Depreciation	964
Total Cost, Net of Accumulated Depreciation	6,869
Encumbrances	2,537
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Cheswick, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	863
Buildings & Improvements, Initial Cost	2,225
Improvements, Initial Cost	0
Land, Total Cost	863
Buildings & Improvements, Total Cost	2,225
Total Cost	3,088
Accumulated Depreciation	424
Total Cost, Net of Accumulated Depreciation	2,664
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	958
Buildings & Improvements, Initial Cost	2,206
Improvements, Initial Cost	0
Land, Total Cost	958
Buildings & Improvements, Total Cost	2,206
Total Cost	3,164
Accumulated Depreciation	409
Total Cost, Net of Accumulated Depreciation	2,755
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,525
Buildings & Improvements, Initial Cost	2,399
Improvements, Initial Cost	0
Land, Total Cost	378
Buildings & Improvements, Total Cost	921
Total Cost	1,299
Accumulated Depreciation	433
Total Cost, Net of Accumulated Depreciation	866
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	1,486
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	1,486
Total Cost	1,486
Accumulated Depreciation	286
Total Cost, Net of Accumulated Depreciation	1,200
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,578
Buildings & Improvements, Initial Cost	2,703
Improvements, Initial Cost	0
Land, Total Cost	1,578
Buildings & Improvements, Total Cost	2,711
Total Cost	4,289
Accumulated Depreciation	501
Total Cost, Net of Accumulated Depreciation	3,788
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,641
Buildings & Improvements, Initial Cost	2,015
Improvements, Initial Cost	0
Land, Total Cost	1,641
Buildings & Improvements, Total Cost	2,015
Total Cost	3,656
Accumulated Depreciation	384
Total Cost, Net of Accumulated Depreciation	3,272
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Monroeville, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,431
Buildings & Improvements, Initial Cost	2,006
Improvements, Initial Cost	0
Land, Total Cost	1,431
Buildings & Improvements, Total Cost	2,014
Total Cost	3,445
Accumulated Depreciation	372
Total Cost, Net of Accumulated Depreciation	3,073
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
New Castle, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,331
Buildings & Improvements, Initial Cost	2,016
Improvements, Initial Cost	0
Land, Total Cost	1,331
Buildings & Improvements, Total Cost	2,016
Total Cost	3,347
Accumulated Depreciation	385
Total Cost, Net of Accumulated Depreciation	2,962
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Pittsburgh, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,771
Buildings & Improvements, Initial Cost	2,523
Improvements, Initial Cost	0
Land, Total Cost	1,445
Buildings & Improvements, Total Cost	2,148
Total Cost	3,593
Accumulated Depreciation	478
Total Cost, Net of Accumulated Depreciation	3,115
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Greenville, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,452
Buildings & Improvements, Initial Cost	1,891
Improvements, Initial Cost	0
Land, Total Cost	1,452
Buildings & Improvements, Total Cost	1,956
Total Cost	3,408
Accumulated Depreciation	361
Total Cost, Net of Accumulated Depreciation	3,047
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Greenville, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,659
Buildings & Improvements, Initial Cost	14,411
Improvements, Initial Cost	0
Land, Total Cost	5,659
Buildings & Improvements, Total Cost	14,411
Total Cost	20,070
Accumulated Depreciation	2,848
Total Cost, Net of Accumulated Depreciation	17,222
Encumbrances	5,464
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Woodruff, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,145
Buildings & Improvements, Initial Cost	2,353
Improvements, Initial Cost	0
Land, Total Cost	1,145
Buildings & Improvements, Total Cost	2,353
Total Cost	3,498
Accumulated Depreciation	454
Total Cost, Net of Accumulated Depreciation	3,044
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Grand Prairie, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,892
Buildings & Improvements, Initial Cost	3,226
Improvements, Initial Cost	0
Land, Total Cost	2,892
Buildings & Improvements, Total Cost	3,226
Total Cost	6,118
Accumulated Depreciation	652
Total Cost, Net of Accumulated Depreciation	5,466
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Houston, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,380
Buildings & Improvements, Initial Cost	8,729
Improvements, Initial Cost	0
Land, Total Cost	4,380
Buildings & Improvements, Total Cost	8,775
Total Cost	13,155
Accumulated Depreciation	1,747
Total Cost, Net of Accumulated Depreciation	11,408
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Olympia, WA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,946
Buildings & Improvements, Initial Cost	3,050
Improvements, Initial Cost	0
Land, Total Cost	2,946
Buildings & Improvements, Total Cost	3,050
Total Cost	5,996
Accumulated Depreciation	565
Total Cost, Net of Accumulated Depreciation	5,431
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Lakeland, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,800
Buildings & Improvements, Initial Cost	3,148
Improvements, Initial Cost	0
Land, Total Cost	2,800
Buildings & Improvements, Total Cost	3,682
Total Cost	6,482
Accumulated Depreciation	1,370
Total Cost, Net of Accumulated Depreciation	5,112
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Evansville, IN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,964
Buildings & Improvements, Initial Cost	18,764
Improvements, Initial Cost	0
Land, Total Cost	8,964
Buildings & Improvements, Total Cost	18,797
Total Cost	27,761
Accumulated Depreciation	3,732
Total Cost, Net of Accumulated Depreciation	24,029
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Apex, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,362
Buildings & Improvements, Initial Cost	4,452
Improvements, Initial Cost	0
Land, Total Cost	2,362
Buildings & Improvements, Total Cost	4,452
Total Cost	6,814
Accumulated Depreciation	499
Total Cost, Net of Accumulated Depreciation	6,315
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Portfolio Balance (DDR) -unencumbered [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	205,696
Buildings & Improvements, Initial Cost	194,608
Improvements, Initial Cost	0
Land, Total Cost	205,697
Buildings & Improvements, Total Cost	194,609
Total Cost	400,306
Accumulated Depreciation	1,491
Total Cost, Net of Accumulated Depreciation	398,815
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Portfolio Balance (DDR) -encumbered [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	62,753
Buildings & Improvements, Initial Cost	180,721
Improvements, Initial Cost	0
Land, Total Cost	62,753
Buildings & Improvements, Total Cost	180,721
Total Cost	243,474
Accumulated Depreciation	60,884
Total Cost, Net of Accumulated Depreciation	182,590
Encumbrances	46,277
Depreciable Lives (Years)	31 years 6 months
Bayamon, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	132,074
Buildings & Improvements, Initial Cost	152,441
Improvements, Initial Cost	0
Land, Total Cost	132,759
Buildings & Improvements, Total Cost	165,993
Total Cost	298,752
Accumulated Depreciation	39,712
Total Cost, Net of Accumulated Depreciation	259,040
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Carolina, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	28,522
Buildings & Improvements, Initial Cost	76,947
Improvements, Initial Cost	0
Land, Total Cost	28,601
Buildings & Improvements, Total Cost	81,832
Total Cost	110,433
Accumulated Depreciation	20,262
Total Cost, Net of Accumulated Depreciation	90,171
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Humacao, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	16,386
Buildings & Improvements, Initial Cost	74,059
Improvements, Initial Cost	0
Land, Total Cost	16,386
Buildings & Improvements, Total Cost	82,469
Total Cost	98,855
Accumulated Depreciation	21,768
Total Cost, Net of Accumulated Depreciation	77,087
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Isabela, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,175
Buildings & Improvements, Initial Cost	41,094
Improvements, Initial Cost	0
Land, Total Cost	8,236
Buildings & Improvements, Total Cost	42,757
Total Cost	50,993
Accumulated Depreciation	10,891
Total Cost, Net of Accumulated Depreciation	40,102
Encumbrances	22,678
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
San German, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,215
Buildings & Improvements, Initial Cost	24
Improvements, Initial Cost	0
Land, Total Cost	3,215
Buildings & Improvements, Total Cost	41
Total Cost	3,256
Accumulated Depreciation	29
Total Cost, Net of Accumulated Depreciation	3,227
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Cayey, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	18,226
Buildings & Improvements, Initial Cost	25,101
Improvements, Initial Cost	0
Land, Total Cost	18,538
Buildings & Improvements, Total Cost	26,122
Total Cost	44,660
Accumulated Depreciation	6,839
Total Cost, Net of Accumulated Depreciation	37,821
Encumbrances	21,472
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Bayamon, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	91,645
Buildings & Improvements, Initial Cost	98,007
Improvements, Initial Cost	0
Land, Total Cost	92,027
Buildings & Improvements, Total Cost	108,265
Total Cost	200,292
Accumulated Depreciation	26,696
Total Cost, Net of Accumulated Depreciation	173,596
Encumbrances	125,700
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Rio Piedras, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,338
Buildings & Improvements, Initial Cost	23,285
Improvements, Initial Cost	0
Land, Total Cost	10,338
Buildings & Improvements, Total Cost	29,754
Total Cost	40,092
Accumulated Depreciation	7,130
Total Cost, Net of Accumulated Depreciation	32,962
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Bayamon, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,294
Buildings & Improvements, Initial Cost	11,987
Improvements, Initial Cost	0
Land, Total Cost	4,584
Buildings & Improvements, Total Cost	22,820
Total Cost	27,404
Accumulated Depreciation	3,727
Total Cost, Net of Accumulated Depreciation	23,677
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Arecibo, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,965
Buildings & Improvements, Initial Cost	29,898
Improvements, Initial Cost	0
Land, Total Cost	8,094
Buildings & Improvements, Total Cost	32,351
Total Cost	40,445
Accumulated Depreciation	8,139
Total Cost, Net of Accumulated Depreciation	32,306
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Hatillo, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	101,219
Buildings & Improvements, Initial Cost	105,465
Improvements, Initial Cost	0
Land, Total Cost	101,219
Buildings & Improvements, Total Cost	127,645
Total Cost	228,864
Accumulated Depreciation	30,493
Total Cost, Net of Accumulated Depreciation	198,371
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Vega Baja, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,076
Buildings & Improvements, Initial Cost	18,684
Improvements, Initial Cost	0
Land, Total Cost	7,076
Buildings & Improvements, Total Cost	18,796
Total Cost	25,872
Accumulated Depreciation	4,866
Total Cost, Net of Accumulated Depreciation	21,006
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Guayama, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,960
Buildings & Improvements, Initial Cost	18,721
Improvements, Initial Cost	0
Land, Total Cost	1,960
Buildings & Improvements, Total Cost	19,598
Total Cost	21,558
Accumulated Depreciation	4,944
Total Cost, Net of Accumulated Depreciation	16,614
Encumbrances	12,065
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Fajardo, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,376
Buildings & Improvements, Initial Cost	41,199
Improvements, Initial Cost	0
Land, Total Cost	4,376
Buildings & Improvements, Total Cost	41,730
Total Cost	46,106
Accumulated Depreciation	10,660
Total Cost, Net of Accumulated Depreciation	35,446
Encumbrances	25,816
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
San German, PR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,470
Buildings & Improvements, Initial Cost	20,751
Improvements, Initial Cost	0
Land, Total Cost	6,470
Buildings & Improvements, Total Cost	21,326
Total Cost	27,796
Accumulated Depreciation	5,530
Total Cost, Net of Accumulated Depreciation	22,266
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(A)
Brandon, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	4,111
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	6,350
Total Cost	6,350
Accumulated Depreciation	5,199
Total Cost, Net of Accumulated Depreciation	1,151
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1972(C)
Stow, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	993
Buildings & Improvements, Initial Cost	9,028
Improvements, Initial Cost	0
Land, Total Cost	993
Buildings & Improvements, Total Cost	36,248
Total Cost	37,241
Accumulated Depreciation	14,591
Total Cost, Net of Accumulated Depreciation	22,650
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1969(C)
Westlake, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	424
Buildings & Improvements, Initial Cost	3,803
Improvements, Initial Cost	201
Land, Total Cost	424
Buildings & Improvements, Total Cost	10,375
Total Cost	10,799
Accumulated Depreciation	6,532
Total Cost, Net of Accumulated Depreciation	4,267
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1974(C)
E. Norriton, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	70
Buildings & Improvements, Initial Cost	4,698
Improvements, Initial Cost	233
Land, Total Cost	70
Buildings & Improvements, Total Cost	8,841
Total Cost	8,911
Accumulated Depreciation	6,832
Total Cost, Net of Accumulated Depreciation	2,079
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1975(C)
Palm Harbor, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,137
Buildings & Improvements, Initial Cost	4,089
Improvements, Initial Cost	0
Land, Total Cost	1,137
Buildings & Improvements, Total Cost	4,678
Total Cost	5,815
Accumulated Depreciation	2,433
Total Cost, Net of Accumulated Depreciation	3,382
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(A)
Homestead, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	23,390
Buildings & Improvements, Initial Cost	59,639
Improvements, Initial Cost	0
Land, Total Cost	23,390
Buildings & Improvements, Total Cost	61,464
Total Cost	84,854
Accumulated Depreciation	5,721
Total Cost, Net of Accumulated Depreciation	79,133
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2008(C)
Tarpon Springs, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	146
Buildings & Improvements, Initial Cost	7,382
Improvements, Initial Cost	81
Land, Total Cost	146
Buildings & Improvements, Total Cost	9,226
Total Cost	9,372
Accumulated Depreciation	6,761
Total Cost, Net of Accumulated Depreciation	2,611
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1974(C)
McHenry, IL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,294
Buildings & Improvements, Initial Cost	5,251
Improvements, Initial Cost	0
Land, Total Cost	13,771
Buildings & Improvements, Total Cost	58,591
Total Cost	72,362
Accumulated Depreciation	8,816
Total Cost, Net of Accumulated Depreciation	63,546
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2006(C)
Miami, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,626
Buildings & Improvements, Initial Cost	30,457
Improvements, Initial Cost	0
Land, Total Cost	26,743
Buildings & Improvements, Total Cost	111,274
Total Cost	138,017
Accumulated Depreciation	17,554
Total Cost, Net of Accumulated Depreciation	120,463
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2006(C)
San Antonio, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,990
Buildings & Improvements, Initial Cost	28,404
Improvements, Initial Cost	0
Land, Total Cost	3,990
Buildings & Improvements, Total Cost	36,505
Total Cost	40,495
Accumulated Depreciation	5,626
Total Cost, Net of Accumulated Depreciation	34,869
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(C)
Starkville, MS [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	703
Buildings & Improvements, Initial Cost	6,921
Improvements, Initial Cost	0
Land, Total Cost	703
Buildings & Improvements, Total Cost	7,059
Total Cost	7,762
Accumulated Depreciation	3,598
Total Cost, Net of Accumulated Depreciation	4,164
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Gulfport, MS [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	36,370
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	51,870
Total Cost	51,870
Accumulated Depreciation	17,326
Total Cost, Net of Accumulated Depreciation	34,544
Encumbrances	23,968
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Tupelo, MS [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,213
Buildings & Improvements, Initial Cost	14,979
Improvements, Initial Cost	0
Land, Total Cost	2,213
Buildings & Improvements, Total Cost	18,880
Total Cost	21,093
Accumulated Depreciation	9,892
Total Cost, Net of Accumulated Depreciation	11,201
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Jacksonville, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,714
Buildings & Improvements, Initial Cost	9,425
Improvements, Initial Cost	0
Land, Total Cost	2,714
Buildings & Improvements, Total Cost	9,823
Total Cost	12,537
Accumulated Depreciation	5,816
Total Cost, Net of Accumulated Depreciation	6,721
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(A)
Long Beach, CA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	111,512
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	143,943
Total Cost	143,943
Accumulated Depreciation	40,238
Total Cost, Net of Accumulated Depreciation	103,705
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2005(C)
Brunswick, ME [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,796
Buildings & Improvements, Initial Cost	15,459
Improvements, Initial Cost	0
Land, Total Cost	3,796
Buildings & Improvements, Total Cost	20,461
Total Cost	24,257
Accumulated Depreciation	9,697
Total Cost, Net of Accumulated Depreciation	14,560
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1973(C)
Oceanside, CA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	10,643
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	14,377
Total Cost	14,377
Accumulated Depreciation	5,434
Total Cost, Net of Accumulated Depreciation	8,943
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2000(C)
Reno, NV [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	366
Improvements, Initial Cost	0
Land, Total Cost	1,132
Buildings & Improvements, Total Cost	4,696
Total Cost	5,828
Accumulated Depreciation	1,219
Total Cost, Net of Accumulated Depreciation	4,609
Encumbrances	2,751
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2000(C)
Everett, MA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,311
Buildings & Improvements, Initial Cost	44,647
Improvements, Initial Cost	0
Land, Total Cost	9,462
Buildings & Improvements, Total Cost	51,488
Total Cost	60,950
Accumulated Depreciation	18,478
Total Cost, Net of Accumulated Depreciation	42,472
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2001(C)
Pasadena, CA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	46,957
Buildings & Improvements, Initial Cost	101,475
Improvements, Initial Cost	2,053
Land, Total Cost	46,957
Buildings & Improvements, Total Cost	105,858
Total Cost	152,815
Accumulated Depreciation	26,893
Total Cost, Net of Accumulated Depreciation	125,922
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Salisbury, MD [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,070
Buildings & Improvements, Initial Cost	12,495
Improvements, Initial Cost	277
Land, Total Cost	2,071
Buildings & Improvements, Total Cost	13,051
Total Cost	15,122
Accumulated Depreciation	4,912
Total Cost, Net of Accumulated Depreciation	10,210
Encumbrances	8,506
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1999(C)
Duluth, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	475
Buildings & Improvements, Initial Cost	9,374
Improvements, Initial Cost	0
Land, Total Cost	475
Buildings & Improvements, Total Cost	10,117
Total Cost	10,592
Accumulated Depreciation	5,911
Total Cost, Net of Accumulated Depreciation	4,681
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Apex, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,576
Buildings & Improvements, Initial Cost	43,619
Improvements, Initial Cost	0
Land, Total Cost	10,521
Buildings & Improvements, Total Cost	55,103
Total Cost	65,624
Accumulated Depreciation	10,429
Total Cost, Net of Accumulated Depreciation	55,195
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2006(C)
Erie, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,373
Buildings & Improvements, Initial Cost	19,201
Improvements, Initial Cost	0
Land, Total Cost	6,373
Buildings & Improvements, Total Cost	51,299
Total Cost	57,672
Accumulated Depreciation	23,490
Total Cost, Net of Accumulated Depreciation	34,182
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(C)
New Bern, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	441
Buildings & Improvements, Initial Cost	6,575
Improvements, Initial Cost	0
Land, Total Cost	441
Buildings & Improvements, Total Cost	6,593
Total Cost	7,034
Accumulated Depreciation	3,700
Total Cost, Net of Accumulated Depreciation	3,334
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1989(C)
Princeton, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	13,448
Buildings & Improvements, Initial Cost	74,249
Improvements, Initial Cost	0
Land, Total Cost	14,464
Buildings & Improvements, Total Cost	95,818
Total Cost	110,282
Accumulated Depreciation	36,798
Total Cost, Net of Accumulated Depreciation	73,484
Encumbrances	57,000
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Phoenix, AZ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	15,352
Buildings & Improvements, Initial Cost	22,813
Improvements, Initial Cost	1,601
Land, Total Cost	15,352
Buildings & Improvements, Total Cost	26,603
Total Cost	41,955
Accumulated Depreciation	11,980
Total Cost, Net of Accumulated Depreciation	29,975
Encumbrances	30,000
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2000(C)
Russellville, AR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	606
Buildings & Improvements, Initial Cost	13,391
Improvements, Initial Cost	0
Land, Total Cost	606
Buildings & Improvements, Total Cost	18,069
Total Cost	18,675
Accumulated Depreciation	8,949
Total Cost, Net of Accumulated Depreciation	9,726
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
N. Little Rock, AR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	907
Buildings & Improvements, Initial Cost	17,160
Improvements, Initial Cost	0
Land, Total Cost	907
Buildings & Improvements, Total Cost	21,301
Total Cost	22,208
Accumulated Depreciation	9,590
Total Cost, Net of Accumulated Depreciation	12,618
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Washington, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	878
Buildings & Improvements, Initial Cost	3,118
Improvements, Initial Cost	34
Land, Total Cost	878
Buildings & Improvements, Total Cost	6,134
Total Cost	7,012
Accumulated Depreciation	3,109
Total Cost, Net of Accumulated Depreciation	3,903
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1990(C)
Littleton, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	12,249
Buildings & Improvements, Initial Cost	50,709
Improvements, Initial Cost	0
Land, Total Cost	12,621
Buildings & Improvements, Total Cost	55,651
Total Cost	68,272
Accumulated Depreciation	18,967
Total Cost, Net of Accumulated Depreciation	49,305
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2002(C)
Durham, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,210
Buildings & Improvements, Initial Cost	11,671
Improvements, Initial Cost	278
Land, Total Cost	1,579
Buildings & Improvements, Total Cost	13,081
Total Cost	14,660
Accumulated Depreciation	9,849
Total Cost, Net of Accumulated Depreciation	4,811
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1990(C)
San Antonio, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,475
Buildings & Improvements, Initial Cost	37,327
Improvements, Initial Cost	0
Land, Total Cost	4,873
Buildings & Improvements, Total Cost	47,338
Total Cost	52,211
Accumulated Depreciation	13,375
Total Cost, Net of Accumulated Depreciation	38,836
Encumbrances	24,800
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2002(A)
Crystal River, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,217
Buildings & Improvements, Initial Cost	5,796
Improvements, Initial Cost	365
Land, Total Cost	1,219
Buildings & Improvements, Total Cost	10,245
Total Cost	11,464
Accumulated Depreciation	5,923
Total Cost, Net of Accumulated Depreciation	5,541
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1986(C)
Denver, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,987
Buildings & Improvements, Initial Cost	11,950
Improvements, Initial Cost	0
Land, Total Cost	1,141
Buildings & Improvements, Total Cost	4,387
Total Cost	5,528
Accumulated Depreciation	840
Total Cost, Net of Accumulated Depreciation	4,688
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2001(A)
Dublin, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,609
Buildings & Improvements, Initial Cost	11,546
Improvements, Initial Cost	0
Land, Total Cost	3,609
Buildings & Improvements, Total Cost	14,400
Total Cost	18,009
Accumulated Depreciation	5,896
Total Cost, Net of Accumulated Depreciation	12,113
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Columbus, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,087
Buildings & Improvements, Initial Cost	44,494
Improvements, Initial Cost	0
Land, Total Cost	12,243
Buildings & Improvements, Total Cost	53,054
Total Cost	65,297
Accumulated Depreciation	23,559
Total Cost, Net of Accumulated Depreciation	41,738
Encumbrances	50,200
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Freehold, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,460
Buildings & Improvements, Initial Cost	2,475
Improvements, Initial Cost	0
Land, Total Cost	3,166
Buildings & Improvements, Total Cost	3,267
Total Cost	6,433
Accumulated Depreciation	417
Total Cost, Net of Accumulated Depreciation	6,016
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Jackson, MS [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,190
Buildings & Improvements, Initial Cost	6,783
Improvements, Initial Cost	0
Land, Total Cost	4,190
Buildings & Improvements, Total Cost	7,474
Total Cost	11,664
Accumulated Depreciation	2,306
Total Cost, Net of Accumulated Depreciation	9,358
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Scottsboro, AL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	788
Buildings & Improvements, Initial Cost	2,781
Improvements, Initial Cost	0
Land, Total Cost	788
Buildings & Improvements, Total Cost	3,233
Total Cost	4,021
Accumulated Depreciation	1,133
Total Cost, Net of Accumulated Depreciation	2,888
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Ocala, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,916
Buildings & Improvements, Initial Cost	3,893
Improvements, Initial Cost	0
Land, Total Cost	1,916
Buildings & Improvements, Total Cost	6,018
Total Cost	7,934
Accumulated Depreciation	1,745
Total Cost, Net of Accumulated Depreciation	6,189
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Tallahassee, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,881
Buildings & Improvements, Initial Cost	2,956
Improvements, Initial Cost	0
Land, Total Cost	1,881
Buildings & Improvements, Total Cost	7,299
Total Cost	9,180
Accumulated Depreciation	2,070
Total Cost, Net of Accumulated Depreciation	7,110
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Cumming, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	14,249
Buildings & Improvements, Initial Cost	23,653
Improvements, Initial Cost	0
Land, Total Cost	14,249
Buildings & Improvements, Total Cost	24,954
Total Cost	39,203
Accumulated Depreciation	8,282
Total Cost, Net of Accumulated Depreciation	30,921
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Douglasville, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,540
Buildings & Improvements, Initial Cost	9,625
Improvements, Initial Cost	0
Land, Total Cost	3,540
Buildings & Improvements, Total Cost	9,877
Total Cost	13,417
Accumulated Depreciation	3,246
Total Cost, Net of Accumulated Depreciation	10,171
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Columbus, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,220
Buildings & Improvements, Initial Cost	8,159
Improvements, Initial Cost	0
Land, Total Cost	4,220
Buildings & Improvements, Total Cost	10,262
Total Cost	14,482
Accumulated Depreciation	3,167
Total Cost, Net of Accumulated Depreciation	11,315
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Newnan, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,620
Buildings & Improvements, Initial Cost	11,063
Improvements, Initial Cost	0
Land, Total Cost	2,620
Buildings & Improvements, Total Cost	11,593
Total Cost	14,213
Accumulated Depreciation	3,751
Total Cost, Net of Accumulated Depreciation	10,462
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Warner Robins, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,729
Buildings & Improvements, Initial Cost	7,459
Improvements, Initial Cost	0
Land, Total Cost	5,729
Buildings & Improvements, Total Cost	7,915
Total Cost	13,644
Accumulated Depreciation	2,655
Total Cost, Net of Accumulated Depreciation	10,989
Encumbrances	6,626
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Woodstock, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,486
Buildings & Improvements, Initial Cost	2,573
Improvements, Initial Cost	0
Land, Total Cost	1,486
Buildings & Improvements, Total Cost	2,630
Total Cost	4,116
Accumulated Depreciation	1,853
Total Cost, Net of Accumulated Depreciation	2,263
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Fayetteville, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,524
Buildings & Improvements, Initial Cost	10,627
Improvements, Initial Cost	0
Land, Total Cost	8,524
Buildings & Improvements, Total Cost	14,715
Total Cost	23,239
Accumulated Depreciation	4,361
Total Cost, Net of Accumulated Depreciation	18,878
Encumbrances	9,681
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Charleston, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,479
Buildings & Improvements, Initial Cost	9,850
Improvements, Initial Cost	0
Land, Total Cost	3,479
Buildings & Improvements, Total Cost	16,743
Total Cost	20,222
Accumulated Depreciation	7,612
Total Cost, Net of Accumulated Depreciation	12,610
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Denver, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	20,733
Buildings & Improvements, Initial Cost	22,818
Improvements, Initial Cost	0
Land, Total Cost	20,804
Buildings & Improvements, Total Cost	24,633
Total Cost	45,437
Accumulated Depreciation	8,159
Total Cost, Net of Accumulated Depreciation	37,278
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Chattanooga, TN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,845
Buildings & Improvements, Initial Cost	13,214
Improvements, Initial Cost	0
Land, Total Cost	1,845
Buildings & Improvements, Total Cost	16,617
Total Cost	18,462
Accumulated Depreciation	5,803
Total Cost, Net of Accumulated Depreciation	12,659
Encumbrances	9,704
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Hendersonville, TN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,249
Buildings & Improvements, Initial Cost	9,068
Improvements, Initial Cost	0
Land, Total Cost	3,249
Buildings & Improvements, Total Cost	9,123
Total Cost	12,372
Accumulated Depreciation	2,965
Total Cost, Net of Accumulated Depreciation	9,407
Encumbrances	5,456
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Johnson City, TN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	521
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	2,013
Total Cost	2,013
Accumulated Depreciation	416
Total Cost, Net of Accumulated Depreciation	1,597
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Chester, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,780
Buildings & Improvements, Initial Cost	4,752
Improvements, Initial Cost	0
Land, Total Cost	10,780
Buildings & Improvements, Total Cost	7,117
Total Cost	17,897
Accumulated Depreciation	2,753
Total Cost, Net of Accumulated Depreciation	15,144
Encumbrances	7,284
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Milwaukee, WI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,527
Buildings & Improvements, Initial Cost	3,600
Improvements, Initial Cost	0
Land, Total Cost	4,527
Buildings & Improvements, Total Cost	4,888
Total Cost	9,415
Accumulated Depreciation	1,528
Total Cost, Net of Accumulated Depreciation	7,887
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Suwanee, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	13,479
Buildings & Improvements, Initial Cost	23,923
Improvements, Initial Cost	0
Land, Total Cost	13,335
Buildings & Improvements, Total Cost	30,528
Total Cost	43,863
Accumulated Depreciation	9,691
Total Cost, Net of Accumulated Depreciation	34,172
Encumbrances	25,322
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
West Allis, WI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,371
Buildings & Improvements, Initial Cost	10,982
Improvements, Initial Cost	0
Land, Total Cost	2,371
Buildings & Improvements, Total Cost	11,904
Total Cost	14,275
Accumulated Depreciation	3,727
Total Cost, Net of Accumulated Depreciation	10,548
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Chesterfield, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	566
Buildings & Improvements, Initial Cost	2,324
Improvements, Initial Cost	0
Land, Total Cost	48
Buildings & Improvements, Total Cost	1,012
Total Cost	1,060
Accumulated Depreciation	569
Total Cost, Net of Accumulated Depreciation	491
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2006(A)
Orland Park, IL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,430
Buildings & Improvements, Initial Cost	13,081
Improvements, Initial Cost	0
Land, Total Cost	10,430
Buildings & Improvements, Total Cost	13,403
Total Cost	23,833
Accumulated Depreciation	3,679
Total Cost, Net of Accumulated Depreciation	20,154
Encumbrances	6,532
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Louisville, KY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,180
Buildings & Improvements, Initial Cost	747
Improvements, Initial Cost	0
Land, Total Cost	4,288
Buildings & Improvements, Total Cost	2,416
Total Cost	6,704
Accumulated Depreciation	587
Total Cost, Net of Accumulated Depreciation	6,117
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
N. Charleston, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,146
Buildings & Improvements, Initial Cost	5,990
Improvements, Initial Cost	0
Land, Total Cost	5,146
Buildings & Improvements, Total Cost	10,167
Total Cost	15,313
Accumulated Depreciation	2,804
Total Cost, Net of Accumulated Depreciation	12,509
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
West Long Branch, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	14,131
Buildings & Improvements, Initial Cost	51,982
Improvements, Initial Cost	0
Land, Total Cost	14,131
Buildings & Improvements, Total Cost	57,197
Total Cost	71,328
Accumulated Depreciation	15,062
Total Cost, Net of Accumulated Depreciation	56,266
Encumbrances	1,440
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Mays Landing, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	49,033
Buildings & Improvements, Initial Cost	107,230
Improvements, Initial Cost	0
Land, Total Cost	49,033
Buildings & Improvements, Total Cost	114,447
Total Cost	163,480
Accumulated Depreciation	32,169
Total Cost, Net of Accumulated Depreciation	131,311
Encumbrances	63,520
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Lakeland, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,778
Buildings & Improvements, Initial Cost	2,302
Improvements, Initial Cost	0
Land, Total Cost	2,778
Buildings & Improvements, Total Cost	2,457
Total Cost	5,235
Accumulated Depreciation	1,200
Total Cost, Net of Accumulated Depreciation	4,035
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Toledo, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,316
Buildings & Improvements, Initial Cost	3,961
Improvements, Initial Cost	0
Land, Total Cost	1,316
Buildings & Improvements, Total Cost	3,961
Total Cost	5,277
Accumulated Depreciation	1,132
Total Cost, Net of Accumulated Depreciation	4,145
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Mays Landing, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	36,224
Buildings & Improvements, Initial Cost	56,949
Improvements, Initial Cost	0
Land, Total Cost	36,224
Buildings & Improvements, Total Cost	61,649
Total Cost	97,873
Accumulated Depreciation	17,403
Total Cost, Net of Accumulated Depreciation	80,470
Encumbrances	5,061
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Indian Trail, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,999
Buildings & Improvements, Initial Cost	7,075
Improvements, Initial Cost	0
Land, Total Cost	2,999
Buildings & Improvements, Total Cost	7,623
Total Cost	10,622
Accumulated Depreciation	2,206
Total Cost, Net of Accumulated Depreciation	8,416
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Ashtabula, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,444
Buildings & Improvements, Initial Cost	9,912
Improvements, Initial Cost	0
Land, Total Cost	1,444
Buildings & Improvements, Total Cost	10,058
Total Cost	11,502
Accumulated Depreciation	2,821
Total Cost, Net of Accumulated Depreciation	8,681
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Horseheads, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	659
Buildings & Improvements, Initial Cost	2,426
Improvements, Initial Cost	0
Land, Total Cost	4,777
Buildings & Improvements, Total Cost	33,390
Total Cost	38,167
Accumulated Depreciation	3,660
Total Cost, Net of Accumulated Depreciation	34,507
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
West Seneca, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,929
Buildings & Improvements, Initial Cost	12,926
Improvements, Initial Cost	0
Land, Total Cost	2,929
Buildings & Improvements, Total Cost	13,193
Total Cost	16,122
Accumulated Depreciation	3,664
Total Cost, Net of Accumulated Depreciation	12,458
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
N. Tonawanda, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,806
Buildings & Improvements, Initial Cost	21,291
Improvements, Initial Cost	0
Land, Total Cost	5,806
Buildings & Improvements, Total Cost	22,648
Total Cost	28,454
Accumulated Depreciation	6,748
Total Cost, Net of Accumulated Depreciation	21,706
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Amherst, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	28,331
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	25,205
Total Cost	25,205
Accumulated Depreciation	9,737
Total Cost, Net of Accumulated Depreciation	15,468
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Ithaca, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,198
Buildings & Improvements, Initial Cost	42,969
Improvements, Initial Cost	0
Land, Total Cost	9,198
Buildings & Improvements, Total Cost	44,289
Total Cost	53,487
Accumulated Depreciation	12,064
Total Cost, Net of Accumulated Depreciation	41,423
Encumbrances	10,144
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Hamburg, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,303
Buildings & Improvements, Initial Cost	16,239
Improvements, Initial Cost	0
Land, Total Cost	3,303
Buildings & Improvements, Total Cost	16,546
Total Cost	19,849
Accumulated Depreciation	4,720
Total Cost, Net of Accumulated Depreciation	15,129
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Hamburg, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,598
Buildings & Improvements, Initial Cost	31,853
Improvements, Initial Cost	0
Land, Total Cost	6,598
Buildings & Improvements, Total Cost	33,640
Total Cost	40,238
Accumulated Depreciation	9,435
Total Cost, Net of Accumulated Depreciation	30,803
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Tonawanda, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,061
Buildings & Improvements, Initial Cost	6,887
Improvements, Initial Cost	0
Land, Total Cost	3,061
Buildings & Improvements, Total Cost	8,319
Total Cost	11,380
Accumulated Depreciation	2,391
Total Cost, Net of Accumulated Depreciation	8,989
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Hamburg, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,152
Buildings & Improvements, Initial Cost	22,075
Improvements, Initial Cost	0
Land, Total Cost	4,152
Buildings & Improvements, Total Cost	22,738
Total Cost	26,890
Accumulated Depreciation	6,338
Total Cost, Net of Accumulated Depreciation	20,552
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Olean, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,834
Buildings & Improvements, Initial Cost	29,813
Improvements, Initial Cost	0
Land, Total Cost	8,844
Buildings & Improvements, Total Cost	31,632
Total Cost	40,476
Accumulated Depreciation	9,133
Total Cost, Net of Accumulated Depreciation	31,343
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Big Flats, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	22,229
Buildings & Improvements, Initial Cost	52,579
Improvements, Initial Cost	0
Land, Total Cost	22,279
Buildings & Improvements, Total Cost	57,956
Total Cost	80,235
Accumulated Depreciation	18,174
Total Cost, Net of Accumulated Depreciation	62,061
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Williamsville, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,021
Buildings & Improvements, Initial Cost	6,768
Improvements, Initial Cost	0
Land, Total Cost	5,021
Buildings & Improvements, Total Cost	8,851
Total Cost	13,872
Accumulated Depreciation	2,940
Total Cost, Net of Accumulated Depreciation	10,932
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Greece, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,901
Buildings & Improvements, Initial Cost	4,922
Improvements, Initial Cost	0
Land, Total Cost	3,901
Buildings & Improvements, Total Cost	4,923
Total Cost	8,824
Accumulated Depreciation	1,392
Total Cost, Net of Accumulated Depreciation	7,432
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Buffalo, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,010
Buildings & Improvements, Initial Cost	19,044
Improvements, Initial Cost	0
Land, Total Cost	6,010
Buildings & Improvements, Total Cost	19,528
Total Cost	25,538
Accumulated Depreciation	5,346
Total Cost, Net of Accumulated Depreciation	20,192
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Lockport, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,253
Buildings & Improvements, Initial Cost	23,829
Improvements, Initial Cost	0
Land, Total Cost	9,253
Buildings & Improvements, Total Cost	24,225
Total Cost	33,478
Accumulated Depreciation	6,781
Total Cost, Net of Accumulated Depreciation	26,697
Encumbrances	5,114
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Buffalo, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,568
Buildings & Improvements, Initial Cost	29,001
Improvements, Initial Cost	0
Land, Total Cost	3,620
Buildings & Improvements, Total Cost	29,658
Total Cost	33,278
Accumulated Depreciation	8,193
Total Cost, Net of Accumulated Depreciation	25,085
Encumbrances	9,963
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Cheektowaga, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	15,471
Buildings & Improvements, Initial Cost	25,600
Improvements, Initial Cost	0
Land, Total Cost	15,471
Buildings & Improvements, Total Cost	27,158
Total Cost	42,629
Accumulated Depreciation	8,264
Total Cost, Net of Accumulated Depreciation	34,365
Encumbrances	2,517
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
New Hartford, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,279
Buildings & Improvements, Initial Cost	13,685
Improvements, Initial Cost	0
Land, Total Cost	1,279
Buildings & Improvements, Total Cost	13,776
Total Cost	15,055
Accumulated Depreciation	3,872
Total Cost, Net of Accumulated Depreciation	11,183
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Gates, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,369
Buildings & Improvements, Initial Cost	40,672
Improvements, Initial Cost	0
Land, Total Cost	9,369
Buildings & Improvements, Total Cost	42,075
Total Cost	51,444
Accumulated Depreciation	12,058
Total Cost, Net of Accumulated Depreciation	39,386
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Rome, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,565
Buildings & Improvements, Initial Cost	5,078
Improvements, Initial Cost	0
Land, Total Cost	4,565
Buildings & Improvements, Total Cost	9,411
Total Cost	13,976
Accumulated Depreciation	2,424
Total Cost, Net of Accumulated Depreciation	11,552
Encumbrances	2,023
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Dewitt, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	881
Buildings & Improvements, Initial Cost	5,686
Improvements, Initial Cost	0
Land, Total Cost	561
Buildings & Improvements, Total Cost	4,196
Total Cost	4,757
Accumulated Depreciation	1,577
Total Cost, Net of Accumulated Depreciation	3,180
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Niskayuna, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	20,297
Buildings & Improvements, Initial Cost	51,155
Improvements, Initial Cost	0
Land, Total Cost	20,297
Buildings & Improvements, Total Cost	52,586
Total Cost	72,883
Accumulated Depreciation	15,053
Total Cost, Net of Accumulated Depreciation	57,830
Encumbrances	13,878
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Victor, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,374
Buildings & Improvements, Initial Cost	6,433
Improvements, Initial Cost	0
Land, Total Cost	2,374
Buildings & Improvements, Total Cost	7,007
Total Cost	9,381
Accumulated Depreciation	1,908
Total Cost, Net of Accumulated Depreciation	7,473
Encumbrances	5,802
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Allentown, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,558
Buildings & Improvements, Initial Cost	20,060
Improvements, Initial Cost	0
Land, Total Cost	5,558
Buildings & Improvements, Total Cost	23,098
Total Cost	28,656
Accumulated Depreciation	6,957
Total Cost, Net of Accumulated Depreciation	21,699
Encumbrances	12,250
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
St. John, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,613
Buildings & Improvements, Initial Cost	7,040
Improvements, Initial Cost	0
Land, Total Cost	2,827
Buildings & Improvements, Total Cost	8,122
Total Cost	10,949
Accumulated Depreciation	2,565
Total Cost, Net of Accumulated Depreciation	8,384
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Ft. Collins, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,129
Buildings & Improvements, Initial Cost	2,054
Improvements, Initial Cost	0
Land, Total Cost	1,129
Buildings & Improvements, Total Cost	4,579
Total Cost	5,708
Accumulated Depreciation	1,376
Total Cost, Net of Accumulated Depreciation	4,332
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Lakeland, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,445
Improvements, Initial Cost	0
Land, Total Cost	1,445
Buildings & Improvements, Total Cost	5,863
Total Cost	7,308
Accumulated Depreciation	1,207
Total Cost, Net of Accumulated Depreciation	6,101
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Hamilton, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,039
Buildings & Improvements, Initial Cost	49,896
Improvements, Initial Cost	0
Land, Total Cost	11,774
Buildings & Improvements, Total Cost	85,560
Total Cost	97,334
Accumulated Depreciation	23,049
Total Cost, Net of Accumulated Depreciation	74,285
Encumbrances	40,419
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Lansing, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,598
Buildings & Improvements, Initial Cost	6,999
Improvements, Initial Cost	0
Land, Total Cost	1,801
Buildings & Improvements, Total Cost	11,825
Total Cost	13,626
Accumulated Depreciation	3,405
Total Cost, Net of Accumulated Depreciation	10,221
Encumbrances	6,496
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
San Antonio, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,613
Buildings & Improvements, Initial Cost	10,791
Improvements, Initial Cost	0
Land, Total Cost	6,168
Buildings & Improvements, Total Cost	70,946
Total Cost	77,114
Accumulated Depreciation	9,264
Total Cost, Net of Accumulated Depreciation	67,850
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(C)
San Antonio, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,381
Buildings & Improvements, Initial Cost	6,487
Improvements, Initial Cost	0
Land, Total Cost	2,381
Buildings & Improvements, Total Cost	15,647
Total Cost	18,028
Accumulated Depreciation	4,257
Total Cost, Net of Accumulated Depreciation	13,771
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Kyle, TX [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,548
Buildings & Improvements, Initial Cost	7,349
Improvements, Initial Cost	0
Land, Total Cost	4,676
Buildings & Improvements, Total Cost	17,014
Total Cost	21,690
Accumulated Depreciation	1,183
Total Cost, Net of Accumulated Depreciation	20,507
Encumbrances	21,470
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2009(C)
Brandon, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,775
Buildings & Improvements, Initial Cost	13,117
Improvements, Initial Cost	0
Land, Total Cost	4,775
Buildings & Improvements, Total Cost	14,243
Total Cost	19,018
Accumulated Depreciation	1,366
Total Cost, Net of Accumulated Depreciation	17,652
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2009(A)
Atlanta, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	14,078
Buildings & Improvements, Initial Cost	41,050
Improvements, Initial Cost	0
Land, Total Cost	14,078
Buildings & Improvements, Total Cost	41,950
Total Cost	56,028
Accumulated Depreciation	4,020
Total Cost, Net of Accumulated Depreciation	52,008
Encumbrances	43,300
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2009(A)
Marietta, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,745
Buildings & Improvements, Initial Cost	27,737
Improvements, Initial Cost	0
Land, Total Cost	9,137
Buildings & Improvements, Total Cost	28,710
Total Cost	37,847
Accumulated Depreciation	2,945
Total Cost, Net of Accumulated Depreciation	34,902
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2009(A)
Maple Grove, MN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,917
Buildings & Improvements, Initial Cost	23,954
Improvements, Initial Cost	0
Land, Total Cost	8,917
Buildings & Improvements, Total Cost	24,336
Total Cost	33,253
Accumulated Depreciation	1,426
Total Cost, Net of Accumulated Depreciation	31,827
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Charlotte Two [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	27,707
Buildings & Improvements, Initial Cost	45,021
Improvements, Initial Cost	0
Land, Total Cost	27,707
Buildings & Improvements, Total Cost	45,364
Total Cost	73,071
Accumulated Depreciation	1,986
Total Cost, Net of Accumulated Depreciation	71,085
Encumbrances	50,045
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Charlotte Three [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,733
Buildings & Improvements, Initial Cost	5,424
Improvements, Initial Cost	0
Land, Total Cost	4,733
Buildings & Improvements, Total Cost	5,452
Total Cost	10,185
Accumulated Depreciation	229
Total Cost, Net of Accumulated Depreciation	9,956
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Colorado Springs, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,075
Buildings & Improvements, Initial Cost	20,248
Improvements, Initial Cost	0
Land, Total Cost	4,075
Buildings & Improvements, Total Cost	20,663
Total Cost	24,738
Accumulated Depreciation	959
Total Cost, Net of Accumulated Depreciation	23,779
Encumbrances	9,196
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Columbus, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	18,716
Buildings & Improvements, Initial Cost	64,617
Improvements, Initial Cost	0
Land, Total Cost	18,716
Buildings & Improvements, Total Cost	64,784
Total Cost	83,500
Accumulated Depreciation	2,478
Total Cost, Net of Accumulated Depreciation	81,022
Encumbrances	44,758
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Portland, OR [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	20,208
Buildings & Improvements, Initial Cost	50,738
Improvements, Initial Cost	0
Land, Total Cost	20,208
Buildings & Improvements, Total Cost	50,904
Total Cost	71,112
Accumulated Depreciation	1,365
Total Cost, Net of Accumulated Depreciation	69,747
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Phoenix, AZ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	15,090
Buildings & Improvements, Initial Cost	36,880
Improvements, Initial Cost	0
Land, Total Cost	15,090
Buildings & Improvements, Total Cost	37,903
Total Cost	52,993
Accumulated Depreciation	1,038
Total Cost, Net of Accumulated Depreciation	51,955
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Tucson, AZ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	19,298
Buildings & Improvements, Initial Cost	94,117
Improvements, Initial Cost	0
Land, Total Cost	19,298
Buildings & Improvements, Total Cost	94,203
Total Cost	113,501
Accumulated Depreciation	1,486
Total Cost, Net of Accumulated Depreciation	112,015
Encumbrances	24,202
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Phoenix, AZ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	34,201
Buildings & Improvements, Initial Cost	88,475
Improvements, Initial Cost	0
Land, Total Cost	34,201
Buildings & Improvements, Total Cost	90,312
Total Cost	124,513
Accumulated Depreciation	1,339
Total Cost, Net of Accumulated Depreciation	123,174
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Independence, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,011
Buildings & Improvements, Initial Cost	45,752
Improvements, Initial Cost	0
Land, Total Cost	5,011
Buildings & Improvements, Total Cost	45,757
Total Cost	50,768
Accumulated Depreciation	407
Total Cost, Net of Accumulated Depreciation	50,361
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Arnold, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	892
Buildings & Improvements, Initial Cost	5,283
Improvements, Initial Cost	0
Land, Total Cost	892
Buildings & Improvements, Total Cost	5,285
Total Cost	6,177
Accumulated Depreciation	46
Total Cost, Net of Accumulated Depreciation	6,131
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Charlotte, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,224
Buildings & Improvements, Initial Cost	82,124
Improvements, Initial Cost	0
Land, Total Cost	11,224
Buildings & Improvements, Total Cost	82,124
Total Cost	93,348
Total Cost, Net of Accumulated Depreciation	93,348
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Raleigh, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,317
Buildings & Improvements, Initial Cost	35,411
Improvements, Initial Cost	0
Land, Total Cost	3,317
Buildings & Improvements, Total Cost	35,411
Total Cost	38,728
Total Cost, Net of Accumulated Depreciation	38,728
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Tinley Park, IL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	9,120
Buildings & Improvements, Initial Cost	37,496
Improvements, Initial Cost	0
Land, Total Cost	9,120
Buildings & Improvements, Total Cost	37,525
Total Cost	46,645
Accumulated Depreciation	1,155
Total Cost, Net of Accumulated Depreciation	45,490
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2012(A)
Macon, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,940
Buildings & Improvements, Initial Cost	5,192
Improvements, Initial Cost	0
Land, Total Cost	2,940
Buildings & Improvements, Total Cost	5,477
Total Cost	8,417
Accumulated Depreciation	1,025
Total Cost, Net of Accumulated Depreciation	7,392
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Snellville, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,185
Buildings & Improvements, Initial Cost	51,815
Improvements, Initial Cost	0
Land, Total Cost	10,342
Buildings & Improvements, Total Cost	54,205
Total Cost	64,547
Accumulated Depreciation	10,250
Total Cost, Net of Accumulated Depreciation	54,297
Encumbrances	21,200
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Union, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,650
Buildings & Improvements, Initial Cost	15,689
Improvements, Initial Cost	0
Land, Total Cost	7,650
Buildings & Improvements, Total Cost	22,823
Total Cost	30,473
Accumulated Depreciation	3,499
Total Cost, Net of Accumulated Depreciation	26,974
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Boiling Springs, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,015
Buildings & Improvements, Initial Cost	4,486
Improvements, Initial Cost	0
Land, Total Cost	1,015
Buildings & Improvements, Total Cost	4,491
Total Cost	5,506
Accumulated Depreciation	1,262
Total Cost, Net of Accumulated Depreciation	4,244
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Taylors, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,732
Buildings & Improvements, Initial Cost	4,506
Improvements, Initial Cost	0
Land, Total Cost	1,732
Buildings & Improvements, Total Cost	4,507
Total Cost	6,239
Accumulated Depreciation	863
Total Cost, Net of Accumulated Depreciation	5,376
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Dothan, AL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,358
Buildings & Improvements, Initial Cost	26,903
Improvements, Initial Cost	0
Land, Total Cost	3,358
Buildings & Improvements, Total Cost	27,968
Total Cost	31,326
Accumulated Depreciation	5,261
Total Cost, Net of Accumulated Depreciation	26,065
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Bradenton, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,766
Buildings & Improvements, Initial Cost	31,203
Improvements, Initial Cost	0
Land, Total Cost	10,916
Buildings & Improvements, Total Cost	35,024
Total Cost	45,940
Accumulated Depreciation	12,857
Total Cost, Net of Accumulated Depreciation	33,083
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Clearwater, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,579
Buildings & Improvements, Initial Cost	15,855
Improvements, Initial Cost	0
Land, Total Cost	5,579
Buildings & Improvements, Total Cost	17,539
Total Cost	23,118
Accumulated Depreciation	3,296
Total Cost, Net of Accumulated Depreciation	19,822
Encumbrances	6,956
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Tampa, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,699
Buildings & Improvements, Initial Cost	3,338
Improvements, Initial Cost	0
Land, Total Cost	1,699
Buildings & Improvements, Total Cost	3,390
Total Cost	5,089
Accumulated Depreciation	634
Total Cost, Net of Accumulated Depreciation	4,455
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Tequesta, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,108
Buildings & Improvements, Initial Cost	7,400
Improvements, Initial Cost	0
Land, Total Cost	2,108
Buildings & Improvements, Total Cost	8,524
Total Cost	10,632
Accumulated Depreciation	2,086
Total Cost, Net of Accumulated Depreciation	8,546
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Kennesaw, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,175
Buildings & Improvements, Initial Cost	9,028
Improvements, Initial Cost	0
Land, Total Cost	6,175
Buildings & Improvements, Total Cost	9,522
Total Cost	15,697
Accumulated Depreciation	1,742
Total Cost, Net of Accumulated Depreciation	13,955
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Roswell, GA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,566
Buildings & Improvements, Initial Cost	15,005
Improvements, Initial Cost	0
Land, Total Cost	6,566
Buildings & Improvements, Total Cost	15,736
Total Cost	22,302
Accumulated Depreciation	6,697
Total Cost, Net of Accumulated Depreciation	15,605
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Hagerstown, MD [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,440
Buildings & Improvements, Initial Cost	9,697
Improvements, Initial Cost	0
Land, Total Cost	2,440
Buildings & Improvements, Total Cost	11,743
Total Cost	14,183
Accumulated Depreciation	2,240
Total Cost, Net of Accumulated Depreciation	11,943
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Greensboro, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,012
Buildings & Improvements, Initial Cost	11,162
Improvements, Initial Cost	0
Land, Total Cost	5,105
Buildings & Improvements, Total Cost	11,527
Total Cost	16,632
Accumulated Depreciation	2,216
Total Cost, Net of Accumulated Depreciation	14,416
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Greensboro, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,153
Buildings & Improvements, Initial Cost	9,455
Improvements, Initial Cost	0
Land, Total Cost	3,153
Buildings & Improvements, Total Cost	9,755
Total Cost	12,908
Accumulated Depreciation	1,878
Total Cost, Net of Accumulated Depreciation	11,030
Encumbrances	4,676
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
East Hanover, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,847
Buildings & Improvements, Initial Cost	23,798
Improvements, Initial Cost	0
Land, Total Cost	3,847
Buildings & Improvements, Total Cost	24,376
Total Cost	28,223
Accumulated Depreciation	4,603
Total Cost, Net of Accumulated Depreciation	23,620
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Camp Hill, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,631
Buildings & Improvements, Initial Cost	8,402
Improvements, Initial Cost	0
Land, Total Cost	1,631
Buildings & Improvements, Total Cost	8,406
Total Cost	10,037
Accumulated Depreciation	1,607
Total Cost, Net of Accumulated Depreciation	8,430
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Middletown, RI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,804
Buildings & Improvements, Initial Cost	16,805
Improvements, Initial Cost	0
Land, Total Cost	3,842
Buildings & Improvements, Total Cost	16,931
Total Cost	20,773
Accumulated Depreciation	3,233
Total Cost, Net of Accumulated Depreciation	17,540
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Lexington, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,795
Buildings & Improvements, Initial Cost	9,933
Improvements, Initial Cost	0
Land, Total Cost	1,795
Buildings & Improvements, Total Cost	9,977
Total Cost	11,772
Accumulated Depreciation	1,885
Total Cost, Net of Accumulated Depreciation	9,887
Encumbrances	4,206
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Newport News, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,064
Buildings & Improvements, Initial Cost	21,272
Improvements, Initial Cost	0
Land, Total Cost	4,026
Buildings & Improvements, Total Cost	11,063
Total Cost	15,089
Accumulated Depreciation	4,064
Total Cost, Net of Accumulated Depreciation	11,025
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Richmond, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,879
Buildings & Improvements, Initial Cost	34,736
Improvements, Initial Cost	0
Land, Total Cost	11,879
Buildings & Improvements, Total Cost	35,614
Total Cost	47,493
Accumulated Depreciation	6,788
Total Cost, Net of Accumulated Depreciation	40,705
Encumbrances	12,218
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Springfield, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	12,627
Buildings & Improvements, Initial Cost	30,572
Improvements, Initial Cost	0
Land, Total Cost	12,627
Buildings & Improvements, Total Cost	31,546
Total Cost	44,173
Accumulated Depreciation	5,950
Total Cost, Net of Accumulated Depreciation	38,223
Encumbrances	10,809
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Springfield, VA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,389
Buildings & Improvements, Initial Cost	9,466
Improvements, Initial Cost	0
Land, Total Cost	4,389
Buildings & Improvements, Total Cost	10,167
Total Cost	14,556
Accumulated Depreciation	2,111
Total Cost, Net of Accumulated Depreciation	12,445
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
San Francisco, CA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,464
Buildings & Improvements, Initial Cost	25,730
Improvements, Initial Cost	0
Land, Total Cost	10,464
Buildings & Improvements, Total Cost	26,135
Total Cost	36,599
Accumulated Depreciation	6,818
Total Cost, Net of Accumulated Depreciation	29,781
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2002(A)
Chillicothe, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	43
Buildings & Improvements, Initial Cost	2,549
Improvements, Initial Cost	2
Land, Total Cost	1,170
Buildings & Improvements, Total Cost	4,405
Total Cost	5,575
Accumulated Depreciation	2,392
Total Cost, Net of Accumulated Depreciation	3,183
Encumbrances	4,183
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1974(C)
Phoenix, AZ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	18,701
Buildings & Improvements, Initial Cost	18,811
Improvements, Initial Cost	118
Land, Total Cost	18,701
Buildings & Improvements, Total Cost	19,814
Total Cost	38,515
Accumulated Depreciation	4,239
Total Cost, Net of Accumulated Depreciation	34,276
Encumbrances	17,153
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1999(A)
Macedonia, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	11,582
Buildings & Improvements, Initial Cost	34,323
Improvements, Initial Cost	0
Land, Total Cost	11,582
Buildings & Improvements, Total Cost	34,706
Total Cost	46,288
Accumulated Depreciation	4,986
Total Cost, Net of Accumulated Depreciation	41,302
Encumbrances	20,267
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2011(A)
Huber Hts, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	757
Buildings & Improvements, Initial Cost	14,469
Improvements, Initial Cost	0
Land, Total Cost	757
Buildings & Improvements, Total Cost	25,291
Total Cost	26,048
Accumulated Depreciation	12,599
Total Cost, Net of Accumulated Depreciation	13,449
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
Boardman, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	8,152
Buildings & Improvements, Initial Cost	27,983
Improvements, Initial Cost	0
Land, Total Cost	8,152
Buildings & Improvements, Total Cost	28,805
Total Cost	36,957
Accumulated Depreciation	13,818
Total Cost, Net of Accumulated Depreciation	23,139
Encumbrances	25,322
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1997(A)
Solon, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	6,220
Buildings & Improvements, Initial Cost	7,454
Improvements, Initial Cost	0
Land, Total Cost	6,220
Buildings & Improvements, Total Cost	22,531
Total Cost	28,751
Accumulated Depreciation	9,429
Total Cost, Net of Accumulated Depreciation	19,322
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(C)
Bedford, IN [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	706
Buildings & Improvements, Initial Cost	8,425
Improvements, Initial Cost	6
Land, Total Cost	1,067
Buildings & Improvements, Total Cost	11,509
Total Cost	12,576
Accumulated Depreciation	6,136
Total Cost, Net of Accumulated Depreciation	6,440
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
Sunset Hills, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	12,791
Buildings & Improvements, Initial Cost	38,404
Improvements, Initial Cost	0
Land, Total Cost	13,403
Buildings & Improvements, Total Cost	48,486
Total Cost	61,889
Accumulated Depreciation	22,361
Total Cost, Net of Accumulated Depreciation	39,528
Encumbrances	27,257
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Brentwood, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,018
Buildings & Improvements, Initial Cost	32,053
Improvements, Initial Cost	0
Land, Total Cost	10,018
Buildings & Improvements, Total Cost	33,135
Total Cost	43,153
Accumulated Depreciation	15,202
Total Cost, Net of Accumulated Depreciation	27,951
Encumbrances	32,139
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Cedar Rapids, IA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,219
Buildings & Improvements, Initial Cost	12,697
Improvements, Initial Cost	0
Land, Total Cost	4,219
Buildings & Improvements, Total Cost	14,067
Total Cost	18,286
Accumulated Depreciation	6,585
Total Cost, Net of Accumulated Depreciation	11,701
Encumbrances	6,490
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Des Peres, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,775
Buildings & Improvements, Initial Cost	8,370
Improvements, Initial Cost	0
Land, Total Cost	2,775
Buildings & Improvements, Total Cost	10,401
Total Cost	13,176
Accumulated Depreciation	5,205
Total Cost, Net of Accumulated Depreciation	7,971
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Springfield, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	2,048
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	2,518
Total Cost	2,518
Accumulated Depreciation	1,084
Total Cost, Net of Accumulated Depreciation	1,434
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
St. Louis, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,159
Buildings & Improvements, Initial Cost	3,818
Improvements, Initial Cost	0
Land, Total Cost	6,051
Buildings & Improvements, Total Cost	7,652
Total Cost	13,703
Accumulated Depreciation	2,259
Total Cost, Net of Accumulated Depreciation	11,444
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(C)
Aurora, OH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	832
Buildings & Improvements, Initial Cost	7,560
Improvements, Initial Cost	0
Land, Total Cost	1,592
Buildings & Improvements, Total Cost	14,071
Total Cost	15,663
Accumulated Depreciation	6,319
Total Cost, Net of Accumulated Depreciation	9,344
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(C)
Nampa, ID [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,395
Buildings & Improvements, Initial Cost	8,563
Improvements, Initial Cost	0
Land, Total Cost	9,609
Buildings & Improvements, Total Cost	92,025
Total Cost	101,634
Accumulated Depreciation	8,807
Total Cost, Net of Accumulated Depreciation	92,827
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2007(A)
Fenton, MO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	414
Buildings & Improvements, Initial Cost	4,244
Improvements, Initial Cost	476
Land, Total Cost	430
Buildings & Improvements, Total Cost	7,253
Total Cost	7,683
Accumulated Depreciation	5,762
Total Cost, Net of Accumulated Depreciation	1,921
Encumbrances	0
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1983(A)
Simpsonville, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	417
Buildings & Improvements, Initial Cost	6,563
Improvements, Initial Cost	0
Land, Total Cost	417
Buildings & Improvements, Total Cost	6,793
Total Cost	7,210
Accumulated Depreciation	4,099
Total Cost, Net of Accumulated Depreciation	3,111
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Camden, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	627
Buildings & Improvements, Initial Cost	7,519
Improvements, Initial Cost	7
Land, Total Cost	1,021
Buildings & Improvements, Total Cost	11,686
Total Cost	12,707
Accumulated Depreciation	6,570
Total Cost, Net of Accumulated Depreciation	6,137
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
N. Charleston, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	911
Buildings & Improvements, Initial Cost	11,346
Improvements, Initial Cost	1
Land, Total Cost	1,081
Buildings & Improvements, Total Cost	16,888
Total Cost	17,969
Accumulated Depreciation	10,297
Total Cost, Net of Accumulated Depreciation	7,672
Encumbrances	10,668
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
Mt. Pleasant, SC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	2,430
Buildings & Improvements, Initial Cost	10,470
Improvements, Initial Cost	0
Land, Total Cost	2,430
Buildings & Improvements, Total Cost	21,180
Total Cost	23,610
Accumulated Depreciation	9,532
Total Cost, Net of Accumulated Depreciation	14,078
Encumbrances	11,679
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(A)
Sault St. Marie, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,826
Buildings & Improvements, Initial Cost	13,710
Improvements, Initial Cost	0
Land, Total Cost	1,826
Buildings & Improvements, Total Cost	18,259
Total Cost	20,085
Accumulated Depreciation	8,888
Total Cost, Net of Accumulated Depreciation	11,197
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1994(A)
Grand Rapids, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,380
Buildings & Improvements, Initial Cost	17,323
Improvements, Initial Cost	0
Land, Total Cost	3,380
Buildings & Improvements, Total Cost	24,539
Total Cost	27,919
Accumulated Depreciation	10,123
Total Cost, Net of Accumulated Depreciation	17,796
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(A)
Howell, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	332
Buildings & Improvements, Initial Cost	11,938
Improvements, Initial Cost	1
Land, Total Cost	332
Buildings & Improvements, Total Cost	15,827
Total Cost	16,159
Accumulated Depreciation	9,228
Total Cost, Net of Accumulated Depreciation	6,931
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
Mt. Pleasant, MI [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	767
Buildings & Improvements, Initial Cost	7,769
Improvements, Initial Cost	20
Land, Total Cost	1,142
Buildings & Improvements, Total Cost	21,242
Total Cost	22,384
Accumulated Depreciation	8,795
Total Cost, Net of Accumulated Depreciation	13,589
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1993(A)
Meridian, ID [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	24,591
Buildings & Improvements, Initial Cost	31,779
Improvements, Initial Cost	0
Land, Total Cost	24,841
Buildings & Improvements, Total Cost	62,317
Total Cost	87,158
Accumulated Depreciation	19,376
Total Cost, Net of Accumulated Depreciation	67,782
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2001(C)
Midvale, UT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	25,662
Buildings & Improvements, Initial Cost	56,759
Improvements, Initial Cost	0
Land, Total Cost	28,395
Buildings & Improvements, Total Cost	88,405
Total Cost	116,800
Accumulated Depreciation	31,107
Total Cost, Net of Accumulated Depreciation	85,693
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Taylorsville, UT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	24,327
Buildings & Improvements, Initial Cost	53,686
Improvements, Initial Cost	0
Land, Total Cost	31,368
Buildings & Improvements, Total Cost	77,421
Total Cost	108,789
Accumulated Depreciation	32,744
Total Cost, Net of Accumulated Depreciation	76,045
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Orem, UT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	5,428
Buildings & Improvements, Initial Cost	12,259
Improvements, Initial Cost	0
Land, Total Cost	5,428
Buildings & Improvements, Total Cost	17,171
Total Cost	22,599
Accumulated Depreciation	6,280
Total Cost, Net of Accumulated Depreciation	16,319
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Riverdale, UT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	24,755
Buildings & Improvements, Initial Cost	45,635
Improvements, Initial Cost	0
Land, Total Cost	24,755
Buildings & Improvements, Total Cost	57,573
Total Cost	82,328
Accumulated Depreciation	21,884
Total Cost, Net of Accumulated Depreciation	60,444
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Ogden, UT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	3,620
Buildings & Improvements, Initial Cost	7,716
Improvements, Initial Cost	0
Land, Total Cost	8,305
Buildings & Improvements, Total Cost	8,886
Total Cost	17,191
Accumulated Depreciation	4,120
Total Cost, Net of Accumulated Depreciation	13,071
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1998(A)
Birmingham, AL [member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	10,573
Buildings & Improvements, Initial Cost	26,002
Improvements, Initial Cost	0
Land, Total Cost	11,434
Buildings & Improvements, Total Cost	52,697
Total Cost	64,131
Accumulated Depreciation	24,441
Total Cost, Net of Accumulated Depreciation	39,690
Encumbrances	24,014
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1995(A)
Valencia, CA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	0
Buildings & Improvements, Initial Cost	15,784
Improvements, Initial Cost	0
Land, Total Cost	0
Buildings & Improvements, Total Cost	17,950
Total Cost	17,950
Accumulated Depreciation	3,301
Total Cost, Net of Accumulated Depreciation	14,649
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2006(A)
Allentown, PA [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,408
Buildings & Improvements, Initial Cost	4,707
Improvements, Initial Cost	0
Land, Total Cost	4,408
Buildings & Improvements, Total Cost	4,707
Total Cost	9,115
Accumulated Depreciation	1,368
Total Cost, Net of Accumulated Depreciation	7,747
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Mooresville, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	14,369
Buildings & Improvements, Initial Cost	43,688
Improvements, Initial Cost	0
Land, Total Cost	14,369
Buildings & Improvements, Total Cost	46,323
Total Cost	60,692
Accumulated Depreciation	12,231
Total Cost, Net of Accumulated Depreciation	48,461
Encumbrances	17,706
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2004(A)
Wilmington, NC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	4,287
Buildings & Improvements, Initial Cost	16,852
Improvements, Initial Cost	1,183
Land, Total Cost	4,287
Buildings & Improvements, Total Cost	34,684
Total Cost	38,971
Accumulated Depreciation	19,992
Total Cost, Net of Accumulated Depreciation	18,979
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1989(C)
Spring Hill, FL [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	1,084
Buildings & Improvements, Initial Cost	4,816
Improvements, Initial Cost	266
Land, Total Cost	2,096
Buildings & Improvements, Total Cost	11,672
Total Cost	13,768
Accumulated Depreciation	6,702
Total Cost, Net of Accumulated Depreciation	7,066
Encumbrances	3,355
Depreciable Lives (Years)	30 years
Date of Construction (C) Acquisition (A)	1988(C)
Broomfield, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	13,707
Buildings & Improvements, Initial Cost	31,809
Improvements, Initial Cost	0
Land, Total Cost	5,975
Buildings & Improvements, Total Cost	26,556
Total Cost	32,531
Accumulated Depreciation	12,540
Total Cost, Net of Accumulated Depreciation	19,991
Encumbrances	0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	2003(A)
Centennial, CO [Member]
Real Estate and Accumulated Depreciation [Line Items]
Land, Initial Cost	7,833
Buildings & Improvements, Initial Cost	35,550
Improvements, Initial Cost	0
Land, Total Cost	8,082
Buildings & Improvements, Total Cost	62,062
Total Cost	70,144
Accumulated Depreciation	25,524
Total Cost, Net of Accumulated Depreciation	44,620
Encumbrances	$ 0
Depreciable Lives (Years)	31 years 6 months
Date of Construction (C) Acquisition (A)	1997(C)

XML

Mortgage Loans on Real Estate (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Mortgage Loans on Real Estate [Line Items]
Principal Amount of Loans subject to delinquent principal or interest	$ 9,800
Balance at beginning of period	84,541	103,705	58,719	60,378
Additions during period:
New mortgage loans	160,995	10,000	60,618
Interest	4,949	811	3,106
Accretion of discount	826	780	250
Deductions during period:
Provision for loan loss reserve	(4,300)	(5,000)	0
Collections of principal	(104)	(25,755)	0
Foreclosures	0	0	(18,988)
Balance at close of period	246,907	84,541	103,705
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES [Member]
Mortgage Loans on Real Estate [Line Items]
Prior Liens	1,243,254			1,243,254
Face Amount of Mortgages	332,266			332,266
Carrying Amount of Mortgages	246,907			246,907
Principal Amount of Loans subject to delinquent principal or interest	86,995			86,995
SENIOR LOANS and MEZZANINE LOANS Multi-family [Member]
Mortgage Loans on Real Estate [Line Items]
Prior Liens	153,240			153,240
Face Amount of Mortgages	82,964			82,964
Carrying Amount of Mortgages	60,378			60,378
Principal Amount of Loans subject to delinquent principal or interest	20,149			20,149
Borrower A [Member] | SENIOR LOANS [Member] | Retail [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	5.73%
Final Maturity Date	Sep-17
Periodic Payment Terms	Interest and principal
Prior Liens	0
Face Amount of Mortgages	33,000
Carrying Amount of Mortgages	28,509
Principal Amount of Loans subject to delinquent principal or interest	0
Borrower B [Member] | MEZZANINE LOANS Multi-family [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	LIBOR+6.0%, Floor 11%
Final Maturity Date	Feb-17
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	26,000
Face Amount of Mortgages	5,868
Carrying Amount of Mortgages	5,923
Principal Amount of Loans subject to delinquent principal or interest	0
Borrower C [Member] | Retail [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	11.00%
Final Maturity Date	Jun-13
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	51,750
Face Amount of Mortgages	12,800
Carrying Amount of Mortgages	11,342
Principal Amount of Loans subject to delinquent principal or interest	0
Borrower D [Member] | Retail [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	10.00%
Final Maturity Date	Nov-22
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	59,000
Face Amount of Mortgages	9,000
Carrying Amount of Mortgages	9,078
Principal Amount of Loans subject to delinquent principal or interest	0
Borrower E [Member] | Mixed Use [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	LIBOR+10.0%, Floor 14%
Final Maturity Date	on demand (loan in default)
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	2,500
Face Amount of Mortgages	11,490
Carrying Amount of Mortgages	5,526
Principal Amount of Loans subject to delinquent principal or interest	9,343
Borrower F [Member] | Mixed Use [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	LIBOR+8.0%, Floor 12%
Final Maturity Date	on demand (loan in default)
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	13,990
Face Amount of Mortgages	10,806
Carrying Amount of Mortgages	0
Principal Amount of Loans subject to delinquent principal or interest	10,806
Borrower G [Member] | INVESTMENTS IN AND ADVANCES TO JOINT VENTURES [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	LIBOR+7.0%, Floor 12%
Final Maturity Date	on demand (loan in default)
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	0
Face Amount of Mortgages	66,846
Carrying Amount of Mortgages	0
Principal Amount of Loans subject to delinquent principal or interest	66,846
Borrower H [Member] | INVESTMENTS IN AND ADVANCES TO JOINT VENTURES [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	10.00%
Final Maturity Date	Oct-17
Periodic Payment Terms	Interest monthly, principal at maturity
Prior Liens	137,869
Face Amount of Mortgages	31,700
Carrying Amount of Mortgages	31,973
Principal Amount of Loans subject to delinquent principal or interest	0
Borrower I [Member] | INVESTMENTS IN AND ADVANCES TO JOINT VENTURES [Member]
Mortgage Loans on Real Estate [Line Items]
Interest Rate	10.00%
Final Maturity Date	Jun-19
Periodic Payment Terms	Interest quarterly (partial payment), principal and unpaid interest at maturity
Prior Liens	952,145
Face Amount of Mortgages	150,756
Carrying Amount of Mortgages	154,556
Principal Amount of Loans subject to delinquent principal or interest	$ 0

XML

Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Equity Method Investments [Line Items]
Company's proportionate share of the impairment charges	$ 0.6	$ 6.7
Impairment charges reclassified to discontinued operations related to asset sales	46.8	63.6	21.0
Company's share of aggregate impairment charges reclassified to discontinued operations	$ 0.5	$ 6.3	$ 0.7

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Effect of Company's Equity Derivative Instruments on Net Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Derivatives, Fair Value [Line Items]
Gain (loss) on equity derivative instruments	$ 0	$ 21,926	$ (40,157)
Warrants [Member] | Gain (loss) on equity derivative instruments [Member]
Derivatives, Fair Value [Line Items]
Gain (loss) on equity derivative instruments		$ 21,900	$ (40,100)

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Acquired Shopping Centers

In 2012 and 2011, the Company acquired the following shopping centers:

Location			Date Acquired	Gross Purchase Price (in millions)		Face Value of Mortgage Debt Assumed (in millions)
Raleigh, North Carolina			December 2012	$	44.8		N/A
Charlotte, North Carolina			December 2012		106.4		N/A
Independence, Missouri	(A	)	September 2012		57.8	$	33.6	(B	)
St. Louis, Missouri	(A	)	September 2012		6.5		3.4	(B	)
Tucson, Arizona			August 2012		125.4		24.4
Phoenix, Arizona	(A	)	July 2012		137.3		105.4	(B	)
Phoenix, Arizona	(A	)	April 2012		59.9		47.2	(B	)
Portland, Oregon	(A	)	April 2012		77.9		56.6	(B	)
Chicago, Illinois			March 2012		47.4		N/A
Columbus, Ohio			December 2011		79.6		45.2
Charlotte, North Carolina			September 2011		74.0		50.8
Charlotte, North Carolina			September 2011		11.0		6.6
Colorado Springs, Colorado			September 2011		25.0		9.6
Macedonia, Ohio and Maple Grove, Minnesota	(A	)	January and March 2011		79.7		50.2	(B	)

(A) Acquired from unconsolidated joint venture. Due to the change in control that occurred, the Company recorded an aggregate gain of $80.0 million and $22.7 million for the years ended December 31, 2012 and 2011, respectively, associated with these acquisitions related to the difference between the Company’s carrying value and fair value of its previously held equity interest on the respective acquisition date.

(B) Mortgage repaid at closing.

Schedule of Acquisition Costs

The acquisition costs were allocated as follows (in thousands):

							Weighted Average Amortization Period (in Years)
	2012			2011			2012		2011
Land	$	118,360		$	73,415			N/A		N/A
Buildings		461,794			183,068			N/A		N/A
Tenant improvements		14,479			3,678			N/A		N/A
In-place leases (including lease origination costs and fair market value of leases)(A)		51,059			18,069			6.2		5.0
Tenant relations		45,100			16,977			9.3		9.6
		690,792			295,207
Less: Mortgage debt assumed		(25,414	)		(122,885	)		N/A		N/A
Less: Below-market leases		(26,162	)		(14,300	)		18.4		16.5
Net assets acquired	$	639,216		$	158,022

(A) Includes above-market value of leases of $11.8 million and $1.4 million for 2012 and 2011, respectively.

Consideration

	2012		2011
Consideration:
Cash (including debt repaid at closing)	$	596,008	$	143,063
Fair value of previously held equity interests(A)		43,208		14,959
Total consideration	$	639,216	$	158,022

(A) Prior to the acquisition, the Company’s investment basis was negative due to deferred gains and distributions in excess of equity in net income. The Company’s intent was to fund any share of future operating deficits if the need arose, even though there was no such legal obligation to fund such amounts.

Unaudited Supplement to Pro Forma Operating Data

The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2012, as if the acquisition of the interests in the properties acquired in 2012 were completed on January 1, 2011. The following unaudited supplemental pro forma operating data is presented for the years ended December 31, 2011 and 2010, as if the acquisition of the interests in the properties acquired in 2011 were completed on January 1, 2010. The Gain on Change in Control related to the acquisitions from unconsolidated joint ventures were adjusted to the assumed acquisition date. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods.

	For the Years Ended December 31, (in thousands, except per share amounts) (Unaudited)
	2012			2011			2010
Pro forma revenues	$	835,454		$	822,719		$	766,917
Pro forma (loss) income from continuing operations	$	(92,582	)	$	48,461		$	(144,755	)
Pro forma loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)
Pro forma net (loss) income attributable to DDR common shareholders	$	(138,077	)	$	2,504		$	(234,129	)
Per share data:
Basic earnings per share data:
(Loss) income from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	0.07		$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net (loss) income attributable to DDR common shareholders	$	(0.46	)	$	0.01		$	(0.96	)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	(0.01	)	$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.46	)	$	(0.07	)	$	(0.96	)

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Segment Information - Company's Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Statistics [Line Items]
Total revenues	$ 210,870	$ 204,119	$ 193,778	$ 191,608	$ 189,357	$ 186,279	$ 185,946	$ 188,247	$ 800,375	$ 749,829	$ 741,932
Operating expenses									(338,472)	(294,167)	(306,901)
Net operating income (loss)									461,903	455,662	435,031
Depreciation and amortization									(248,781)	(215,928)	(202,981)
Interest income									15,799	9,832	7,302
Other income (expense), net									(17,880)	(5,002)	(24,148)
Gain on change in control and sale of interests, net									78,127	25,170	0
Unallocated (expenses)									(312,523)	(288,433)	(382,830)
Equity in net (loss) income of joint ventures									35,250	13,734	5,600
Impairment of joint venture investments									(26,671)	(2,921)	(227)
Loss from continuing operations									(14,776)	(7,886)	(162,253)
Total gross real estate assets	8,639,111				8,270,106				8,639,111	8,270,106	8,411,239
Notes receivable, net	68,718				93,905				68,718	93,905	120,330
Shopping Centers [Member]
Operating Statistics [Line Items]
Total revenues									800,358	749,742	741,551
Operating expenses									(337,875)	(294,154)	(306,890)
Net operating income (loss)									462,483	455,588	434,661
Depreciation and amortization									(248,781)	(215,928)	(202,981)
Gain on change in control and sale of interests, net									78,127	25,170
Equity in net (loss) income of joint ventures									(2,570)	(6,747)	(4,958)
Total gross real estate assets	8,639,111				8,222,384				8,639,111	8,222,384	8,361,632
Loan Investments [Member]
Operating Statistics [Line Items]
Total revenues									17	87	381
Operating expenses									(597)	(13)	(11)
Net operating income (loss)									(580)	74	370
Interest income									15,799	9,832	6,450
Other income (expense), net									(4,300)	(5,000)
Notes receivable, net	246,907				84,541				246,907	84,541	103,705
Brazil Equity Investment [Member]
Operating Statistics [Line Items]
Equity in net (loss) income of joint ventures									37,820	20,481	10,558
Other [Member]
Operating Statistics [Line Items]
Interest income											852
Other income (expense), net									(13,580)	(2)	(24,148)
Unallocated (expenses)									(312,523)	(288,433)	(382,830)
Total gross real estate assets					47,722					47,722	49,607
Notes receivable, net	$ (178,189)				$ 9,364				$ (178,189)	$ 9,364	$ 16,625

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Acquisitions - Summary of Acquired Shopping Centers (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Gross Purchase Price	$ 339,400,000
Raleigh, NC [Member] | North Carolina [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	December 2012
Gross Purchase Price	44,800,000
Face Value of Mortgage Debt Assumed
Charlotte, NC [Member] | North Carolina [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	December 2012
Gross Purchase Price	106,400,000
Face Value of Mortgage Debt Assumed
Independence, MO [Member] | Missouri [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	September 2012
Gross Purchase Price	57,800,000
Face Value of Mortgage Debt Assumed	33,600,000
St. Louis, MO [Member] | Missouri [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	September 2012
Gross Purchase Price	6,500,000
Face Value of Mortgage Debt Assumed	3,400,000
Tucson, AZ [Member] | Arizona [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	August 2012
Gross Purchase Price	125,400,000
Face Value of Mortgage Debt Assumed	24,400,000
Phoenix, AZ [Member] | Arizona [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	July 2012
Gross Purchase Price	137,300,000
Face Value of Mortgage Debt Assumed	105,400,000
Phoenix Two [Member] | Arizona [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	April 2012
Gross Purchase Price	59,900,000
Face Value of Mortgage Debt Assumed	47,200,000
Portland, OR [Member] | Oregon [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	April 2012
Gross Purchase Price	77,900,000
Face Value of Mortgage Debt Assumed	56,600,000
Chicago [Member] | Illinois [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	March 2012
Gross Purchase Price	47,400,000
Face Value of Mortgage Debt Assumed
Columbus, OH [Member] | Ohio [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	December 2011
Gross Purchase Price	79,600,000
Face Value of Mortgage Debt Assumed	45,200,000
Charlotte Two [Member] | North Carolina [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	September 2011
Gross Purchase Price	74,000,000
Face Value of Mortgage Debt Assumed	50,800,000
Charlotte Three [Member] | North Carolina [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	September 2011
Gross Purchase Price	11,000,000
Face Value of Mortgage Debt Assumed	6,600,000
Colorado Springs, CO [Member] | Colorado [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	September 2011
Gross Purchase Price	25,000,000
Face Value of Mortgage Debt Assumed	9,600,000
Macedonia and Maple Grove [Member] | Ohio and Minnesota [Member]
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Acquisition date of shopping centers	January and March 2011
Gross Purchase Price	79,700,000
Face Value of Mortgage Debt Assumed	$ 50,200,000

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2012

Transactions with Related Parties

13.    Transactions with Related Parties

In 2012, the Company sold its interest in a consolidated joint venture in East Gwillimbury, Canada, to its joint venture partner (Note 11). In 2011, the Company sold its interest in a consolidated joint venture in Brampton, Canada, to its joint venture partner (Note 11). In 2011, the Company sold its interest in an unconsolidated joint venture in Wisconsin to its joint venture partner.

The Investor (Note 10) is the Chief Executive Officer of ECE Projektmanagement G.m.b.H. & Co. KG (“ECE”), which is a fully integrated international developer, owner and manager of shopping centers. In May 2007, DDR and ECE formed a joint venture to fund investments in new retail developments to be constructed in western Russia and Ukraine (“ECE Joint Venture”). DDR contributed 75% of the equity of the joint venture, and ECE contributed the remaining 25% of the equity. The Company consolidates this entity. ECE, through its wholly-owned affiliates, was to provide development, property management, leasing and asset management services to the ECE Joint Venture and be paid fees, pursuant to service agreements. In addition, two of the Company’s directors hold various positions with affiliates of ECE, the Otto Family and/or the ECE Joint Venture’s general partner. In 2011, the ECE Joint Venture entered into an agreement to sell the Yaroslavl Project (Note 10 and 11), which was sold in 2012. In connection with the sale, an affiliate of the Company’s joint venture partner entered into certain leasing and management agreements with the buyer of the Yaroslavl Project and will receive fees in exchange for its services.

In April 2009, the Company entered into a $60 million secured bridge loan with an affiliate of the Otto Family. The bridge loan was repaid in May 2009 with the proceeds of a $60 million collateralized loan also obtained from an affiliate of the Otto Family. The loan had an interest rate of 9% and was collateralized by a shopping center. The Company repaid this loan, at par, in 2010 and paid a prepayment penalty of $0.9 million. The Company paid interest of $1.9 million on these loans for the year ended December 31, 2010.

In September 2010, the Company funded a $31.7 million mezzanine loan to a subsidiary of EDT Retail Trust (“EDT”) collateralized by equity interests in six shopping center assets managed by the Company. The mezzanine loan bears interest at a fixed rate of 10% and matures in 2017. The Company recorded $1.5 million of interest income through the period in which EDT owned the assets, or June 2012, and $3.2 million and $0.9 million in interest income for the years ended December 31, 2011 and 2010, respectively. This loan was assumed by the Company’s unconsolidated joint venture BRE DDR Retail Holdings, LLC and is included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2012 (Note 2). Although the Company’s interest in EDT was redeemed in 2009, the Company retained two positions on EDT’s board of directors through June 2012.

Transactions with the Company’s equity affiliates are described in Note 2.

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Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2012

Components of Notes Receivable

Notes receivable consist of the following (in millions):

	December 31,				Maturity Date	Interest Rate
	2012		2011
Loans receivable(A)	$	60.4	$	84.5	September 2011 to November 2022	5.7% -14.0%
Other notes		3.1		3.0	November 2014 to September 2017	8.5% - 12.0%
Tax Increment Financing Bonds (“TIF Bonds”)(B)		5.2		6.4	April 2014 to July 2026	5.5% - 8.5%
	$	68.7	$	93.9

(A) Amounts include loans in default and exclude notes receivable and advances from unconsolidated joint ventures at December 31, 2012 and 2011 (Note 2).

(B) Principal and interest are payable solely from the incremental real estate taxes, if any, generated by the respective shopping center and development project pursuant to the terms of the financing agreement.

Loans Receivable on Real Estate

The following table summarizes the activity in loans receivable on real estate from January 1, 2011, to December 31, 2012 (in thousands):

	2012			2011
Balance at January 1	$	84,541		$	103,705
Additions:
New mortgage loans		10,239			10,000
Interest		876			811
Accretion of discount		826			780
Deductions:
Payments of principal		(104	)		(25,755	)
Loan loss reserve(A)		(4,300	)		(5,000	)
Other(B)		(31,700	)		—
Balance at December 31	$	60,378		$	84,541

(A) Amount classified in other expense, net in the consolidated statement of operations for both periods presented. In 2011, this reserve was written off upon the sale of the note.

(B) Loan assumed by the Company’s unconsolidated joint venture BRE DDR Retail Holdings, LLC and reclassified into Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2012 upon the Company’s acquisition of the equity interest.

Loan Loss Reserve

The following table summarizes the activity in the loan loss reserve from January 1, 2010, to December 31, 2012 (in thousands):

	2012		2011			2010
Balance at January 1	$	10,806	$	10,806		$	10,806
Additions:
Loan loss reserve		4,300		5,000	(A)		—
Deductions:
Write downs		—		(5,000	)(A)		—
Balance at December 31	$	15,106	$	10,806		$	10,806

(A) In 2011, the Company sold a note receivable with a face value, including accrued interest, of $11.8 million for proceeds of $6.8 million, which resulted in the recognition of a $5.0 million reserve. At December 31, 2010, this note was more than 90 days past due on interest payments. A loan loss reserve had not been previously established based on the estimated value of the underlying real estate collateral.

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Common Shares Through Open Market Sales (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Equity Offerings [Line Items]
Number of Shares Sold	36.5	9.5	53.0
Average Price Per Share	$ 13.98	$ 13.71	$ 8.33
Net Proceeds	$ 493.2	$ 129.7	$ 441.3

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Income Taxes - Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax (loss)	34.00%
Effective tax rate		37.59%
Puerto Rico [Member]
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax (loss)	30.00%

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Earnings and Dividends Per Share

12 Months Ended

Dec. 31, 2012

Earnings and Dividends Per Share

15.    Earnings and Dividends Per Share

The Company’s unvested restricted share units contain rights to receive nonforfeitable dividends and thus are participating securities requiring the two-class method of computing earnings per share (“EPS”). Under the two-class method, EPS is computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted-average shares outstanding during the period. The following table provides a reconciliation of net loss from continuing operations and the number of common shares used in the computations of “basic” EPS, which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts):

	For the Year Ended December 31,
	2012			2011			2010
Basic Earnings:
Continuing Operations:
Loss from continuing operations	$	(14,776	)	$	(7,886	)	$	(162,253	)
Plus: Gain on disposition of real estate		5,863			7,079			1,318
Plus: (Loss) income attributable to non-controlling interests		(493	)		3,543			12,071
(Loss) income from continuing operations attributable to DDR		(9,406	)		2,736			(148,864	)
Write-off of preferred share original issuance costs		(5,804	)		(6,402	)		—
Preferred dividends		(28,645	)		(31,587	)		(42,269	)
Basic — Loss from continuing operations attributable to DDR common shareholders		(43,855	)		(35,253	)		(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Basic — Loss from continuing operations	$	(44,969	)	$	(35,741	)	$	(191,288	)
Discontinued Operations:
Loss from discontinued operations		(16,416	)		(18,590	)		(86,786	)
Plus: Income attributable to non-controlling interests		—			—			26,292
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Basic — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(54,331	)	$	(251,782	)
Diluted Earnings:
Continuing Operations:
Basic — Loss from continuing operations attributable to DDR common shareholders	$	(43,855	)	$	(35,253	)	$	(191,133	)
Less: Earnings attributable to unvested shares and operating partnership units		(1,114	)		(488	)		(155	)
Less: Fair value of Otto Family warrants		—			(21,926	)		—
Diluted — Loss from continuing operations	$	(44,969	)	$	(57,667	)	$	(191,288	)
Discontinued Operations:
Basic — Loss from discontinued operations		(16,416	)		(18,590	)		(60,494	)
Diluted — Net loss attributable to DDR common shareholders after allocation to participating securities	$	(61,385	)	$	(76,257	)	$	(251,782	)
Number of Shares:
Basic — Average shares outstanding		291,726			270,278			244,712
Effect of dilutive securities — Warrants		—			1,194			—
Diluted — Average shares outstanding		291,726			271,472			244,712
Basic Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.13	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.20	)	$	(1.03	)
Dilutive Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders	$	(0.15	)	$	(0.21	)	$	(0.78	)
Loss from discontinued operations attributable to DDR common shareholders		(0.06	)		(0.07	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.21	)	$	(0.28	)	$	(1.03	)

Basic average shares outstanding do not include restricted shares totaling 2.4 million, 1.9 million and 1.9 million that were not vested at December 31, 2012, 2011, and 2010, respectively (Note 14).

The following potentially dilutive securities are considered in the calculation of EPS as described below:

Potentially Dilutive Securities

• Options to purchase 2.6 million, 2.7 million and 3.2 million common shares were outstanding at December 31, 2012, 2011 and 2010, respectively (Note 14). These outstanding options were not considered in the computation of diluted EPS for all of the periods presented, as the options were anti-dilutive due to the Company’s loss from continuing operations.

• The exchange into common shares associated with OP Units was not included in the computation of diluted shares outstanding for 2012, 2011 or 2010 because the effect of assuming conversion was anti-dilutive (Note 10).

• The Company’s senior convertible notes due 2040, which are convertible into common shares of the Company with a conversion price of $15.76 at December 31, 2012, were not included in the computation of diluted EPS for all periods presented because the Company’s common share price did not exceed 125% of the conversion price (Note 7) in this period and would therefore be anti-dilutive. The Company’s senior convertible notes due 2012 and 2011, which were convertible into common shares of the Company, were not included in the computation of diluted EPS for all periods presented because the Company’s common share price did not exceed the conversion prices in these periods and would therefore have been anti-dilutive. The senior convertible notes due 2012 were repaid at maturity in March 2012, and the senior convertible notes due 2011 were repaid at maturity in August 2011. In addition, the purchased options related to these two senior convertible note issuances were not included in the computation of diluted EPS for all periods presented because the purchase options were anti-dilutive.

• Shares subject to issuance under the Company’s VSEP (Note 14) were not considered in the computation of diluted EPS for the years ended December 2011 and 2010 because they were anti-dilutive due to the Company’s loss from continuing operations. The final measurement period was December 31, 2012 and, accordingly, not considered for the 2012 computation.

• Warrants to purchase 10.0 million common shares issued in 2009 and exercised in March 2011 were dilutive for 2011 and were included in the calculation of diluted EPS. In 2010, these warrants were not included in the computation of diluted EPS, as the warrants were anti-dilutive (Note 10). This agreement was not in effect in 2012, as they were exercised in March 2011.

• The 19.0 million common shares that were subject to the forward equity agreements entered into in January 2012 were not included in the computation of diluted EPS using the treasury stock method prior to the date of settlement, because they were anti-dilutive due to the Company’s loss from continuing operations. The Company settled the forward equity agreements in June 2012. This agreement was not in effect in 2011 and 2010. The forward equity agreement entered into in March 2011 for 9.5 million common shares was not included in the computation of diluted EPS using the treasury stock method for the year ended December 31, 2011, due to the Company’s loss from continuing operations. These shares were issued in April 2011. This agreement was not in effect in 2010.

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Acquisitions - Schedule of Acquisition Costs (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition [Line Items]
Above-market value of leases	$ 11.8	$ 1.4

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Discontinued Operations and Disposition of Real Estate and Real Estate Investments - Net Gains on Disposition of Real Estate and Real Estate Investments (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real Estate and Real Estate Investments [Line Items]
Land sales	$ 5,600,000	$ (400,000)	$ 1,000,000
Previously deferred gains and other gains and losses on dispositions	300,000	7,500,000	300,000
Net gains on disposition of real estate and real estate investments	$ 5,863,000	$ 7,079,000	$ 1,318,000

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (Common Shares [Member])	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Common Shares [Member]
Issuance of common shares related to stock plans	322,481	178,081	212,349
Issuance of common shares related to exercise of warrants		10,000,000
Issuance of common shares for cash offering	36,334,587	9,500,000	52,792,716

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accumulated amortization on deferred charges	$ 31,071	$ 27,848
Common shares, par value	$ 0.10	$ 0.10
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	315,239,299	277,114,784
Treasury at cost	977,673	833,934

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Financial Instruments

12 Months Ended

Dec. 31, 2012

Financial Instruments

8.    Financial Instruments

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

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

• Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level 2	Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
• Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Cash Flow and Fair Value Hedges

In 2012, the Company entered into treasury locks with an aggregate notional amount of $200.0 million. The treasury locks were terminated in connection with the issuance of the $300.0 million aggregate principal amount of senior notes in June 2012, resulting in a payment of $4.7 million to the counterparty. The treasury locks were executed to hedge the benchmark interest rate associated with forecasted interest payments associated with the then-anticipated issuance of fixed-rate borrowings. The effective portion of these hedging relationships has been deferred in accumulated other comprehensive income and will be reclassified into earnings over the term of the debt as an adjustment to interest expense, based on the effective-yield method. The amount of hedge ineffectiveness recorded was not material.

In 2012, the Company entered into eight interest rate swaps with an aggregate notional amount of $450.0 million. These swaps were executed to hedge the benchmark interest rate risk associated with a portion of the Company’s variable-rate borrowings.

Measurement of Fair Value

At December 31, 2012 and 2011, the Company used pay-fixed interest rate swaps to manage its exposure to changes in benchmark interest rates (the “Swaps”). The estimated fair values were determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivatives fell within Level 2 of the fair value hierarchy.

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets and liabilities, which consist of interest rate swap agreements (included in Other Liabilities) and marketable securities (included in Other Assets) from investments in the Company’s Elective Deferred Compensation Plan (Note 14) at December 31, 2012 and 2011, measured at fair value on a recurring basis as of December 31, 2012 and 2011, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
Assets (Liabilities):	Level 1		Level 2			Level 3		Total
December 31, 2012
Derivative Financial Instruments	$	—	$	(17.1	)	$	—	$	(17.1	)
Marketable Securities	$	2.9	$	—		$	—	$	2.9
December 31, 2011
Derivative Financial Instruments	$	—	$	(8.8	)	$	—	$	(8.8	)
Marketable Securities	$	2.7	$	—		$	—	$	2.7

The unrealized loss of $8.3 million and $3.7 million included in other comprehensive loss (“OCI”) is attributable to the net change in fair value related to derivative liabilities that remained outstanding at December 31, 2012 and 2011, respectively, none of which were reported in the Company’s consolidated statements of operations because they are documented and qualify as hedging instruments.

Other Fair Value Instruments

Investments in unconsolidated joint ventures and equity derivative instruments are considered financial assets. See discussion of fair value considerations of equity derivative instruments in Note 10 and joint venture investments in Note 11.

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

The carrying amounts reported in the consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities. The fair value of cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy.

Notes Receivable and Advances to Affiliates

The fair value is estimated using a discounted cash flow analysis, in which the Company used unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was $250.7 million and $90.6 million at December 31, 2012 and 2011, respectively, as compared to the carrying amounts of $250.4 million and $91.0 million, respectively. The carrying value of the TIF bonds, which was $5.2 million and $6.4 million at December 31, 2012 and 2011, respectively, approximated their fair value as of both dates. The fair value of loans to affiliates has been estimated by management based upon its assessment of the interest rate, credit risk and performance risk.

Debt

The fair market value of senior notes, except convertible 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, except convertible senior notes, and all other debt including convertible senior notes are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

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

Debt instruments at December 31, 2012 and 2011, with carrying values that are different than estimated fair values, are summarized as follows (in thousands):

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior notes	$	2,147,097	$	2,503,127	$	2,139,718	$	2,282,818
Revolving Credit Facilities and Term Loans		897,905		903,210		642,421		641,854
Mortgage indebtedness		1,274,141		1,324,969		1,322,445		1,352,142
	$	4,319,143	$	4,731,306	$	4,104,584	$	4,276,814

Risk Management Objective of Using Derivatives

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

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

Cash Flow Hedges of Interest Rate Risk

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

As of December 31, 2012 and 2011, the aggregate fair value of the Company’s $632.8 million and $284.1 million notional amount of Swaps was a liability of $17.1 million and $8.8 million, respectively, which is included in other liabilities in the consolidated balance sheets. The following table discloses certain information regarding the Company’s ten outstanding interest rate swaps (not including the specified spreads):

Aggregate Notional Amount (in millions)	LIBOR Fixed Rate			Maturity Date
$100.0		1.0	%	June 2014
$ 50.0		0.6	%	June 2015
$100.0		0.5	%	July 2015
$ 82.8		2.8	%	September 2017
$100.0		0.9	%	January 2018
$100.0		1.6	%	February 2019
$100.0		1.5	%	February 2019

All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects that within the next 12 months it will reflect an increase to interest expense (and a corresponding decrease to earnings) of $7.3 million related to the Swaps.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2012, such derivatives were used to hedge the forecasted variable cash flows associated with existing or probable future obligations. The ineffective portion of the change in the fair value of derivatives is recognized directly in earnings. During the three years ended December 31, 2012, the amount of hedge ineffectiveness recorded was not material.

The table below presents the fair value of the Company’s Swaps as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011, as follows (in millions):

	Liability Derivatives
	December 31, 2012			December 31, 2011
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate products	Other liabilities	$	17.1	Other liabilities	$	8.8

The effect of the Company’s derivative instruments on net loss is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)								Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging	Year Ended December 31,									Year Ended December 31,
	2012			2011			2010			2012			2011			2010
Interest rate products	$	(8.3	)	$	(3.6	)	$	10.2	Interest expense	$	(0.9	)	$	(0.1	)	$	0.4

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

Credit Risk-Related Contingent Features

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

Net Investment Hedges

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

The effect of the Company’s net investment hedge derivative instruments on OCI is as follows (in millions):

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Year Ended December 31,
Derivatives in Net Investment Hedging Relationships	2012		2011			2010
Euro — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiary	$	—	$	(0.2	)	$	8.6
Canadian dollar — denominated revolving credit facilities designated as a hedge of the Company’s net investment in its subsidiaries		—		(0.4	)		(5.6	)

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Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges on Consolidated Assets (Parenthetical) (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment Securities [Line Items]
Company's proportionate share of impairment related to land under development for consolidated joint ventures			$ 50,400,000	$ 41,900,000
Impairment charge related to abandoned development project	19,300,000			19,300,000
Company's share of impairment of assets formerly occupied by major tenant				16,500,000
Impairment of unconsolidated joint venture investments		26,671,000	2,921,000	227,000
12 Months Ended Coventry II DDR Montgomery Farm LLC [Member]
Investment Securities [Line Items]
Impairment of unconsolidated joint venture investments		$ 26,100,000

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Commitments and Contingencies - Schedule of Minimum Rental Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Leases Future Minimum Payments Due [Line Items]
2013	$ 3,724
2014	3,290
2015	3,780
2016	3,609
2017	3,048
Thereafter	118,557
Total future minimum rental payments	$ 136,008

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Property
Contingencies And Commitments [Line Items]
Number of existing retail properties	10
Minimum amount of compensatory and consequential damages	Not less than $500 million
Aggregate amount related to construction of shopping centers	$ 34.9
Outstanding letters of credit	44.4
Capital associated with Amount outstanding to the development of projects	7.6
Priority return on capital advances	8.50%
Affiliate debt guarantee	15.4
Annual base rental income for various affiliates	$ 2.2
Long-term ground leases expiration period	2070
Minimum period space in shopping centers leased	1 month
Maximum period space in shopping centers leased	30 years
Minimum [Member]
Contingencies And Commitments [Line Items]
Construction contracts due	12 months
Maximum [Member]
Contingencies And Commitments [Line Items]
Construction contracts due	36 months

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Income Taxes - Summary of Differences Between Total Income Tax Expense Statutory Federal Income Tax Rate (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax (loss) income	$ (5,757)	$ 1,611	$ (7,767)
Effect of state and local income taxes, net of federal tax benefit	(847)	237	(1,142)
Valuation allowance increase (decrease)	16,808	(715)	58,322
Other	(10,204)	(782)	786
Total expense (benefit)	0	351	50,199
Effective tax rate	0.00%	7.40%	(219.76%)
Puerto Rico [Member]
Income Tax Expense Benefit [Line Items]
Statutory rate applied to pre-tax (loss) income	(5,921)
Valuation allowance increase (decrease)	7,049
Other	(1,128)
Total expense (benefit)	$ 0	$ 0	$ 0
Effective tax rate	0.00%

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Segment Information - Company's Reportable Segments (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Statistics [Line Items]
Impairment charges	$ 105,395	$ 67,912	$ 84,855

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Line Items]
Percentage of distributed taxable income to qualify as a REIT		90.00%
Number of years the Company distributed sufficient taxable income in order to meet REIT distribution requirements		3 years
Number of subsequent taxable years		4 years
Tax cost basis of assets	$ 8,600,000,000	$ 8,700,000,000	$ 8,500,000,000	$ 8,600,000,000
Net refund recorded			500,000	2,100,000
Net payment		1,100,000
Net deferred tax assets		81,500,000	57,600,000
Net operating loss carryforwards		36,700,000
Expiry of net operating loss carryforwards		2017 through 2032
Tax restructuring of investments		10,900,000
Puerto Rico loss carryforwards		30,000,000
Impairment charge	19,300,000			19,300,000
Lease liability charge	$ 3,000,000			$ 3,000,000
Term of cumulative pre-tax book loss				3 years
Puerto Rico [Member]
Income Taxes [Line Items]
Term of cumulative pre-tax book loss		3 years

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Feb. 15, 2013	Jun. 30, 2012
Entity Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	DDR
Entity Registrant Name	DDR CORP
Entity Central Index Key	0000894315
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		315,003,994
Entity Public Float			$ 3.5

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Income Taxes - Reconciliation of GAAP Net Loss Attributable to Taxable Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Reconciliation [Line Items]
GAAP net loss attributable to DDR	$ (4)	$ 26,738	$ (37,500)	$ (15,056)	$ 5,206	$ (42,989)	$ (13,383)	$ 35,312	$ (25,822)	$ (15,854)	$ (209,358)
Plus: Book depreciation and amortization									247,084	222,751	217,035
Less: Tax depreciation and amortization									(185,230)	(181,935)	(179,377)
Book/tax differences on gains/losses from capital transactions									(122,101)	(116,395)	(103,331)
Joint venture equity in earnings (loss), net									(23,885)	19,190	(28,659)
Dividends from subsidiary REIT investments									480	954	1,609
Deferred income									8,471	(4,327)	1,937
Compensation expense									(11,325)	(17,614)	1,199
Impairment charges	20,600				47,400				153,142	128,765	172,127
Equity derivative instrument valuation									0	(21,926)	40,157
Senior Convertible Notes interest expense									10,884	14,914	8,204
Miscellaneous book/tax differences, net									(2,755)	(12,131)	(12,007)
Taxable income (loss) before adjustments									48,943	16,392	(90,464)
Less: Capital Gains									(48,943)	0	0
Less: Taxable loss carried forward	0				0				0	0	90,464
Taxable income subject to the 90% dividend requirement									$ 0	$ 16,392	$ 0

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

9.    Commitments and Contingencies

Legal Matters

The Company is a party to various joint ventures with the Coventry II Fund, through which 10 existing or proposed retail properties, along with a portfolio of former Service Merchandise locations, were acquired at various times from 2003 through 2006. The properties were acquired by the joint ventures as value-add investments, with major renovation and/or ground-up development contemplated for many of the properties. The Company was generally responsible for day-to-day management of the properties through December 2011. On November 4, 2009, Coventry Real Estate Advisors L.L.C., Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, “Coventry”) filed suit against the Company and certain of its affiliates and officers in the Supreme Court of the State of New York, County of New York. The complaint alleges that the Company: (i) breached contractual obligations under a co-investment agreement and various joint venture limited liability company agreements, project development agreements and management and leasing agreements; (ii) breached its fiduciary duties as a member of various limited liability companies; (iii) fraudulently induced the plaintiffs to enter into certain agreements; and (iv) made certain material misrepresentations. The complaint also requests that a general release made by Coventry in favor of the Company in connection with one of the joint venture properties be voided on the grounds of economic duress. The complaint seeks compensatory and consequential damages in an amount not less than $500 million, as well as punitive damages. In response, the Company filed a motion to dismiss the complaint or, in the alternative, to sever the plaintiffs’ claims. In June 2010, the court granted in part the Company’s motion, dismissing Coventry’s claim that the Company breached a fiduciary duty owed to Coventry (and denying the motion as to the other claims). Coventry filed a notice of appeal regarding that portion of the motion granted by the court. The appeals court affirmed the trial court’s ruling regarding the dismissal of Coventry’s claim for breach of fiduciary duty. The Company filed an answer to the complaint, and has asserted various counterclaims against Coventry. On October 10, 2011, the Company filed a motion for summary judgment, seeking dismissal of all of Coventry’s remaining claims. The motion is currently pending before the court.

The Company believes that the allegations in the lawsuit are without merit and that it has strong defenses against this lawsuit. The Company will continue to vigorously defend itself against the allegations contained in the complaint. This lawsuit is subject to the uncertainties inherent in the litigation process and, therefore, no assurance can be given as to its ultimate outcome and no loss provision has been recorded in the accompanying financial statements because a loss contingency is not deemed probable or estimable. However, based on the information presently available to the Company, the Company does not expect that the ultimate resolution of this lawsuit will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

On November 18, 2009, the Company filed a complaint against Coventry in the Court of Common Pleas, Cuyahoga County, Ohio, seeking, among other things, a temporary restraining order enjoining Coventry from terminating “for cause” the management agreements between the Company and the various joint ventures because the Company believes that the requisite conduct in a “for-cause” termination (i.e., fraud or willful misconduct committed by an executive of the Company at the level of at least senior vice president) did not occur. The court heard testimony in support of the Company’s motion (and Coventry’s opposition) and, on December 4, 2009, issued a ruling in the Company’s favor. Specifically, the court issued a temporary restraining order enjoining Coventry from terminating the Company as property manager “for cause.” The court found that the Company was likely to succeed on the merits, that immediate and irreparable injury, loss or damage would result to the Company in the absence of such restraint, and that the balance of equities favored injunctive relief in the Company’s favor. The Company filed a motion for summary judgment seeking a ruling by the Court that there was no basis for Coventry’s “for cause” termination as a matter of law. On August 2, 2011, the court entered an order granting the Company’s motion for summary judgment in all respects, finding that, as a matter of law and fact, Coventry did not have the right to terminate the management agreements “for cause.” Coventry filed a notice of appeal, and on March 15, 2012, the Ohio Court of Appeals issued an opinion and order unanimously affirming the trial court’s ruling. No further appeal was undertaken in this case.

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

Commitments and Guaranties

In conjunction with the development and expansion of various shopping centers, the Company has entered into agreements with general contractors for the construction of shopping centers aggregating approximately $34.9 million as of December 31, 2012.

At December 31, 2012, the Company had outstanding letters of credit of $44.4 million. The Company has not recorded any obligation associated with these letters of credit. The majority of the letters of credit are collateral for existing indebtedness and other obligations of the Company.

In connection with the development of shopping centers owned by certain affiliates, the Company and/or its equity affiliates have agreed to fund the required capital associated with approved development projects aggregating approximately $7.6 million at December 31, 2012. These obligations, composed principally of construction contracts, are generally due in 12 to 36 months, as the related construction costs are incurred, and are expected to be financed through new or existing construction loans, revolving credit facilities and retained capital. The Company is entitled to receive a priority return on these capital advances at a rate of 8.5%.

In connection with certain of the Company’s unconsolidated joint ventures, the Company agreed to fund amounts due to the joint venture’s lender if such amounts are not paid by the joint venture based on the Company’s pro rata share of such amount, aggregating $15.4 million at December 31, 2012.

In connection with Service Holdings LLC, the Company guaranteed the annual base rental income for various affiliates of Service Holdings in the aggregate amount of $2.2 million. The Company has not recorded a liability for the guaranty, as the subtenants of Service Holdings are paying rent as due. The Company has recourse against the other parties in the partnership in the event of default. No assets of the Company are currently held as collateral to pay this guaranty.

The Company has guaranteed certain special assessment and revenue bonds issued by the Midtown Miami Community Development District. The bond proceeds were used to finance certain infrastructure and parking facility improvements. In the event of a debt service shortfall, the Company is responsible for satisfying the shortfall. There are no assets held as collateral or liabilities recorded related to these guaranties. To date, tax revenues have exceeded the debt service payments for these bonds.

Leases

The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2070, with renewal options. Space in the shopping centers is leased to tenants pursuant to agreements that provide for terms ranging generally from one month to 30 years and, in some cases, for annual rentals subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements.

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	558,615
2014		501,262
2015		437,489
2016		365,587
2017		280,403
Thereafter		1,010,690
	$	3,154,046

Scheduled minimum rental payments under the terms of all non-cancelable operating leases in which the Company is the lessee, principally for office space and ground leases, for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	3,724
2014		3,290
2015		3,780
2016		3,609
2017		3,048
Thereafter		118,557
	$	136,008

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Senior Notes - Summary of Fixed-Rate Senior Notes (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011
Senior Notes [Line Items]
Senior Notes	$ 1,825,200,000		$ 1,658,600,000
Debt premium (discount)	4,000,000		(5,400,000)
Senior notes	2,147,097,000		2,139,718,000
Debt Instrument, Stated Percentage Rate, Minimum	4.625%
Debt Instrument, Stated Percentage Rate, Maximum	9.625%
Debt Instrument Effective Interest Rate Minimum	4.80%
Debt Instrument Effective Interest Rate Maximum	9.90%
Maturity Date Range, Start	May 31, 2015
Maturity Date Range, End	Jul. 31, 2022
Senior Convertible Notes Due 2040 [Member]
Senior Notes [Line Items]
Senior Convertible Notes	317,900,000	[1]	307,600,000	[1]
Debt Instrument, Stated Percentage	1.75%	[1]
Debt Instrument Effective Interest Rate	5.30%	[1]
Debt Instrument, Maturity Date	Nov. 30, 2040	[1]
Senior Convertible Notes Due 2012 [Member]
Senior Notes [Line Items]
Senior Convertible Notes	$ 0		$ 178,900,000

[1] The Company may redeem the senior convertible notes any time on or after November 15, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date. In addition, the holders of the senior convertible notes may require the Company to repurchase their notes in whole or in part on specified dates, the first of which is November 15, 2015.

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Financial Instruments - Net Investment Hedge Derivative Instruments on OCI (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Euro-denominated revolving credit facilities [Member]
Derivative [Line Items]
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion)	$ 0	$ (0.2)	$ 8.6
Canadian dollar-denominated revolving credit facilities [Member]
Derivative [Line Items]
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion)	$ 0	$ (0.4)	$ (5.6)

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues from operations:
Minimum rents	$ 542,900	$ 498,079	$ 490,058
Percentage and overage rents	5,117	6,057	5,435
Recoveries from tenants	174,097	163,123	162,046
Fee and other income	78,261	82,570	84,393
Total revenue from operations	800,375	749,829	741,932
Rental operation expenses:
Operating and maintenance	128,821	128,873	123,201
Real estate taxes	104,256	97,382	98,845
Impairment charges	105,395	67,912	84,855
General and administrative	76,444	85,221	85,573
Depreciation and amortization	248,781	215,928	202,981
Total rental operation expenses	663,697	595,316	595,455
Other income (expense):
Interest income	15,799	9,832	7,302
Interest expense	(221,424)	(224,024)	(209,643)
(Loss) gain on debt retirement, net	(13,495)	(89)	485
Gain (loss) on equity derivative instruments	0	21,926	(40,157)
Other income (expense), net	(17,880)	(5,002)	(24,148)
Total other income (expense)	(237,000)	(197,357)	(266,161)
Loss before earnings from equity method investments and other items	(100,322)	(42,844)	(119,684)
Equity in net income of joint ventures	35,250	13,734	5,600
Impairment of joint venture investments	(26,671)	(2,921)	(227)
Gain on change in control and sale of interests, net	78,127	25,170	0
Loss before tax expense of taxable REIT subsidiaries and state franchise and income taxes	(13,616)	(6,861)	(114,311)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes	(1,160)	(1,025)	(47,942)
Loss from continuing operations	(14,776)	(7,886)	(162,253)
Loss from discontinued operations	(16,416)	(18,590)	(86,786)
Loss before gain on disposition of real estate	(31,192)	(26,476)	(249,039)
Gain on disposition of real estate, net of tax	5,863	7,079	1,318
Net loss	(25,329)	(19,397)	(247,721)
Non-controlling interests	(493)	3,543	38,363
Net loss attributable to DDR	(25,822)	(15,854)	(209,358)
Write-off of preferred share original issuance costs	(5,804)	(6,402)	0
Preferred dividends	(28,645)	(31,587)	(42,269)
Net loss attributable to DDR common shareholders	$ (60,271)	$ (53,843)	$ (251,627)
Basic earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$ (0.15)	$ (0.13)	$ (0.78)
Loss from discontinued operations attributable to DDR common shareholders	$ (0.06)	$ (0.07)	$ (0.25)
Net loss attributable to DDR common shareholders	$ (0.21)	$ (0.20)	$ (1.03)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$ (0.15)	$ (0.21)	$ (0.78)
Loss from discontinued operations attributable to DDR common shareholders	$ (0.06)	$ (0.07)	$ (0.25)
Net loss attributable to DDR common shareholders	$ (0.21)	$ (0.28)	$ (1.03)

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Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions

3.    Acquisitions

In 2012 and 2011, the Company acquired the following shopping centers:

Location			Date Acquired	Gross Purchase Price (in millions)		Face Value of Mortgage Debt Assumed (in millions)
Raleigh, North Carolina			December 2012	$	44.8		N/A
Charlotte, North Carolina			December 2012		106.4		N/A
Independence, Missouri	(A	)	September 2012		57.8	$	33.6	(B	)
St. Louis, Missouri	(A	)	September 2012		6.5		3.4	(B	)
Tucson, Arizona			August 2012		125.4		24.4
Phoenix, Arizona	(A	)	July 2012		137.3		105.4	(B	)
Phoenix, Arizona	(A	)	April 2012		59.9		47.2	(B	)
Portland, Oregon	(A	)	April 2012		77.9		56.6	(B	)
Chicago, Illinois			March 2012		47.4		N/A
Columbus, Ohio			December 2011		79.6		45.2
Charlotte, North Carolina			September 2011		74.0		50.8
Charlotte, North Carolina			September 2011		11.0		6.6
Colorado Springs, Colorado			September 2011		25.0		9.6
Macedonia, Ohio and Maple Grove, Minnesota	(A	)	January and March 2011		79.7		50.2	(B	)

(A) Acquired from unconsolidated joint venture. Due to the change in control that occurred, the Company recorded an aggregate gain of $80.0 million and $22.7 million for the years ended December 31, 2012 and 2011, respectively, associated with these acquisitions related to the difference between the Company’s carrying value and fair value of its previously held equity interest on the respective acquisition date.

(B) Mortgage repaid at closing.

The acquisition costs were allocated as follows (in thousands):

							Weighted Average Amortization Period (in Years)
	2012			2011			2012		2011
Land	$	118,360		$	73,415			N/A		N/A
Buildings		461,794			183,068			N/A		N/A
Tenant improvements		14,479			3,678			N/A		N/A
In-place leases (including lease origination costs and fair market value of leases)(A)		51,059			18,069			6.2		5.0
Tenant relations		45,100			16,977			9.3		9.6
		690,792			295,207
Less: Mortgage debt assumed		(25,414	)		(122,885	)		N/A		N/A
Less: Below-market leases		(26,162	)		(14,300	)		18.4		16.5
Net assets acquired	$	639,216		$	158,022

(A) Includes above-market value of leases of $11.8 million and $1.4 million for 2012 and 2011, respectively.

	2012		2011
Consideration:
Cash (including debt repaid at closing)	$	596,008	$	143,063
Fair value of previously held equity interests(A)		43,208		14,959
Total consideration	$	639,216	$	158,022

(A) Prior to the acquisition, the Company’s investment basis was negative due to deferred gains and distributions in excess of equity in net income. The Company’s intent was to fund any share of future operating deficits if the need arose, even though there was no such legal obligation to fund such amounts.

The costs related to acquisitions, which were not material, were expensed as incurred and included in other income (expense), net.

The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2012, as if the acquisition of the interests in the properties acquired in 2012 were completed on January 1, 2011. The following unaudited supplemental pro forma operating data is presented for the years ended December 31, 2011 and 2010, as if the acquisition of the interests in the properties acquired in 2011 were completed on January 1, 2010. The Gain on Change in Control related to the acquisitions from unconsolidated joint ventures were adjusted to the assumed acquisition date. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods.

	For the Years Ended December 31, (in thousands, except per share amounts) (Unaudited)
	2012			2011			2010
Pro forma revenues	$	835,454		$	822,719		$	766,917
Pro forma (loss) income from continuing operations	$	(92,582	)	$	48,461		$	(144,755	)
Pro forma loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)
Pro forma net (loss) income attributable to DDR common shareholders	$	(138,077	)	$	2,504		$	(234,129	)
Per share data:
Basic earnings per share data:
(Loss) income from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	0.07		$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net (loss) income attributable to DDR common shareholders	$	(0.46	)	$	0.01		$	(0.96	)
Diluted earnings per share data:
Loss from continuing operations attributable to DDR common shareholders	$	(0.41	)	$	(0.01	)	$	(0.71	)
Loss from discontinued operations attributable to DDR common shareholders		(0.05	)		(0.06	)		(0.25	)
Net loss attributable to DDR common shareholders	$	(0.46	)	$	(0.07	)	$	(0.96	)

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Investments in and Advances to Joint Ventures

12 Months Ended

Dec. 31, 2012

Investments in and Advances to Joint Ventures

2.    Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures at December 31, 2012, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Sonae Sierra Brasil BV Sarl	33.3	Eight shopping centers, a management company and two development projects in Brazil
DDR Domestic Retail Fund I	20.0	59 grocery-anchored retail centers in several states
DDR Markaz II LLC	20.0	13 neighborhood grocery-anchored retail centers in several states
DDR — SAU Retail Fund LLC	20.0	27 grocery-anchored retail centers in several states
DDRTC Core Retail Fund LLC	15.0	39 shopping centers in several states
Coventry II Joint Ventures	10.0 – 20.0	Four shopping centers in several states
BRE DDR Retail Holdings, LLC	5.0	46 shopping centers in several states
Other Joint Venture Interests	25.25 – 79.45	14 shopping centers in several states and a management company

The Company has a zero basis in the following equity method joint ventures at December 31, 2012, and has no intent or obligation to fund any further capital:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Coventry II Joint Ventures	0.0 – 20.0%	40 retail sites/centers in several states

(A) Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures.

Condensed combined financial information of the Company’s unconsolidated joint venture investments is summarized as follows (in thousands):

	December 31,
	2012(A)			2011
Condensed combined balance sheets
Land	$	1,569,548		$	1,400,469
Buildings		4,681,462			4,334,097
Fixtures and tenant improvements		244,293			189,940
		6,495,303			5,924,506
Less: Accumulated depreciation		(833,816	)		(808,352	)
		5,661,487			5,116,154
Land held for development and construction in progress		348,822			239,036
Real estate, net		6,010,309			5,355,190
Cash and restricted cash(B)		467,200			308,008
Receivables, net		99,098			108,038
Other assets		427,014			177,251
	$	7,003,621		$	5,948,487
Mortgage debt	$	4,246,407		$	3,742,241
Notes and accrued interest payable to DDR(C)		143,338			100,470
Other liabilities		342,614			214,370
		4,732,359			4,057,081
Redeemable preferred equity		154,556			—
Accumulated equity		2,116,706			1,891,406
	$	7,003,621		$	5,948,487
Company’s share of Accumulated Equity	$	432,500		$	402,242

(A) Increase in the balance sheet at December 31, 2012, is primarily attributable to the investment in BRE DDR Retail Holdings, LLC, described later in this footnote, partially offset by asset sales.

(B) Increase is due to the issuance of public debt by Sonae Sierra Brasil in 2012. The proceeds were used to fund development activities.

(C) The Company has amounts receivable from several joint ventures aggregating $34.3 million and $3.0 million at December 31, 2012 and 2011, respectively, which are included Investments in and Advances to Joint Ventures on the consolidated balance sheets. The remaining amounts were fully reserved by the Company in prior years.

	For the Year Ended December 31,
	2012			2011			2010
Condensed combined statements of operations
Revenues from operations	$	705,810		$	659,978		$	614,775
Operating expenses(A)		249,540			217,673			230,528
Impairment charges(B)		10,402			208,843			—
Depreciation and amortization		203,412			171,634			172,926
Interest expense		237,138			217,676			215,482
		700,492			815,826			618,936
Income (loss) before other items		5,318			(155,848	)		(4,161	)
Income tax expense (primarily Sonae Sierra Brasil), net		(25,444	)		(38,598	)		(20,247	)
Other income(C)		—			—			10,592
Loss from continuing operations		(20,126	)		(194,446	)		(13,816	)
Discontinued operations:
Loss from discontinued operations(D)		(52,619	)		(64,056	)		(23,508	)
Gain on debt forgiveness		—			2,976			—
Gain (loss) on disposition of real estate, net of tax		11,739			18,705			(26,674	)
Loss before gain on disposition of real estate, net		(61,006	)		(236,821	)		(63,998	)
Gain on disposition of real estate, net		54,582			1,733			17
Net loss	$	(6,424	)	$	(235,088	)	$	(63,981	)
Non-controlling interests		(42,995	)		(16,132	)		(458	)
Net loss attributable to unconsolidated joint ventures	$	(49,419	)	$	(251,220	)	$	(64,439	)
Company’s share of equity in net income (loss) of joint ventures(E)	$	33,512		$	(12,979	)	$	6,319

(A) Operating expenses for the year ended December 31, 2012, include transaction costs associated with the formation of the unconsolidated joint venture, BRE DDR Retail Holdings, LLC, described later in this footnote.

(B) For the years ended December 31, 2012 and 2011, the Company’s proportionate share was $0.6 million and $6.7 million, respectively.

(C) The 2010 activity related to debt forgiveness on one property owned by a joint venture with the Coventry II Fund (hereinafter defined), in which the Company has a zero basis.

(D) For the years ended December 31, 2012, 2011 and 2010, impairment charges included in discontinued operations related to asset sales were $46.8 million, $63.6 million and $21.0 million, respectively, of which the Company’s proportionate share was $0.5 million, $6.3 million and $0.7 million, respectively. The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments as discussed below.

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

	For the Year Ended December 31,
	2012		2011		2010
Income (loss), net	$	1.7	$	26.7	$	(0.7)

Investments in and Advances to Joint Ventures include the following items, which represent the difference between the Company’s investment and its share of all of the unconsolidated joint ventures’ underlying net assets (in millions):

	For the Year Ended December 31,
	2012			2011
Company’s share of accumulated equity	$	432.5		$	402.2
Redeemable preferred equity and notes receivable from investments(A)		155.0			0.4
Basis differentials(B)		(5.9	)		(48.1	)
Deferred development fees, net of portion related to the Company’s interest		(2.9	)		(3.6	)
Notes and accrued interest payable to DDR		34.3			3.0
Investments in and Advances to Joint Ventures	$	613.0		$	353.9

(A) Primarily relates to a $154.6 million preferred equity investment in BRE DDR Retail Holdings, LLC. See discussion regarding this newly formed unconsolidated joint venture later in this footnote.

(B) This amount represents the aggregate difference between the Company’s historical cost basis and the equity basis reflected at the joint venture level. Basis differentials recorded upon transfer of assets are primarily associated with assets previously owned by the Company that have been transferred into an unconsolidated joint venture at fair value. Other basis differentials occur primarily when the Company has purchased interests in existing unconsolidated joint ventures at fair market values, which differ from its proportionate share of the historical net assets of the unconsolidated joint ventures. In addition, certain transaction and other costs, including capitalized interest, reserves on notes receivable as discussed below and impairments of the Company’s investments that were other than temporary may not be reflected in the net assets at the joint venture level. Certain basis differentials indicated above are amortized over the life of the related assets.

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

	For the Year Ended December 31,
	2012		2011		2010
Management and other fees	$	28.6	$	29.8	$	34.0
Financing and other fees		—		0.1		0.3
Development fees and leasing commissions		8.7		7.0		7.2
Interest income		9.7		0.1		0.4

The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture (Reciprocal Purchase Rights) or to initiate a purchase or sale of the properties (Property Purchase Rights) after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions.

BRE DDR Retail Holdings, LLC

In June 2012, a joint venture between consolidated affiliates of the Company and The Blackstone Group L.P. (“Blackstone”) acquired a portfolio of 46 shopping centers aggregating 10.6 million square feet of gross leasable area (“GLA”) (all references to GLA or square feet are unaudited). These assets were previously owned by EPN Group and managed by the Company. An affiliate of Blackstone owns 95% of the common equity of the joint venture, and the remaining 5% common equity interest is owned by a consolidated affiliate of the Company. The transaction was valued at $1.4 billion. The joint venture assumed $635.6 million of senior non-recourse debt at face value and entered into an additional $320.0 million of non-recourse debt with a three-year term and two one-year extension options. The Company contributed $17.0 million to the joint venture for its common equity interest and also funded the joint venture with an investment in $150.0 million in preferred equity of the venture. The preferred equity has a fixed distribution rate of 10% per annum, which is recognized as interest income within the Company’s consolidated statements of operations and is classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. The preferred equity entitles the Company to certain preferential cumulative distributions payable out of operating and capital proceeds pursuant to the terms and conditions of the preferred equity. Blackstone has the right to defer up to 20% of the preferred equity fixed distribution. Any deferred and unpaid preferred equity distributions will continue to accrue at a fixed distribution rate of 10% per annum. The preferred equity is redeemable: (1) at Blackstone’s option, in part, after 18 months following acquisition of the properties, and in full, after two years following acquisition of the properties; (2) at DDR’s option after seven years; (3) at varying levels based upon specified financial covenants upon a sale of properties over a certain threshold and (4) upon the incurrence of additional indebtedness by the joint venture. The Company provides leasing and property management services to all of the joint venture properties and will have the right of first offer to acquire 10 of the assets under specified conditions. The Company cannot be removed as the property and leasing manager until the preferred equity is redeemed in full (except for certain specified events).

Sonae Sierra Brasil

In 2012, the Company’s one-third-owned joint venture, Sonae Sierra Brasil, completed a strategic asset swap and partial sale that resulted in a majority ownership interest in Shopping Plaza Sul, an enclosed mall in Sao Paulo. Sonae Sierra Brasil acquired an additional 30% interest in Shopping Plaza Sul in exchange for transferring a 22% stake in Shopping Penha and $29 million in cash. As a result of these transactions, Sonae Sierra Brasil increased its ownership interest in Shopping Plaza Sul to 60% and decreased its interest in Shopping Penha to 51%. The Company’s proportionate share of the net gain on the partial sale of its interest in Shopping Penha was $2.8 million. In addition, in 2012, Sonae Sierra Brasil sold its 10% ownership interest in Patio Brasil, its remaining 51% interest in Shopping Penha and its 30% interest in Tivoli Shopping, for approximately $103 million ($34 million at DDR’s share). As the joint venture will continue to manage two of the assets pursuant to management contracts, only one of these assets is classified as discontinued operations in the condensed combined statements of operations. The weighted-average exchange rate used for recording the equity in net income was 1.94, 1.67 and 1.77 for the years ended December 31, 2012, 2011 and 2010, respectively.

Coventry II Fund

The Company and Coventry Real Estate Advisors L.L.C. (“CREA”) formed Coventry Real Estate Fund II L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively, the “Coventry II Fund”) to invest in a variety of retail properties that presented opportunities for value creation, such as re-tenanting, market repositioning, resale, redevelopment or expansion. The Coventry II Fund was formed with several institutional investors and CREA as the investment manager.

In the third quarter of 2012, the Company recorded a $26.1 million impairment charge on its investment in the Coventry II Montgomery Farm LLC joint venture that owned a mixed-use project located in Allen, TX, and satisfied its remaining guaranty of the construction loan. The Company determined that its investment had suffered an other than temporary impairment due to the deteriorating relations between the lender and the Company’s partner and the resulting impact on the asset’s value. In the fourth quarter of 2012, the Company subsequently sold its interest in this joint venture to the lender and recorded a $7.5 million Gain on Change in Control and Sale of Interests. At December 31, 2012, the aggregate carrying amount of the Company’s net investment in the Coventry II Fund joint ventures was $3.6 million. See discussion of legal matters surrounding the Coventry II Fund (Note 9).

Other Joint Venture Interests

In 2012, the Company purchased its unconsolidated joint venture partners’ ownership interests, held through three different joint ventures, in five assets, for an aggregate purchase price of $339.4 million. The Company recorded an aggregate Gain on Change in Control and Sale of Interests of $80.0 million related to the difference between the Company’s carrying value and fair value of the previously held equity interest for the year ended December 31, 2012. At closing, $246.2 million of aggregate mortgage debt was repaid. Upon acquisition, these shopping centers were consolidated into the results from operations.

In December 2012, the Company reduced its interest in a previously consolidated joint venture that owned land held for development in Richmond Hill, Canada. The Company sold a portion of its interest to a third party reducing its ownership from 50% to 10%. Due to the change in control that occurred, the Company deconsolidated the joint venture and accounts for its retained interest on the equity method of accounting. The Company recorded a $9.3 million Loss on Change in Control and Sale of Interests related to the transaction.

In 2012, the DDRTC Core Retail Fund, LLC joint venture, in which the Company has a 15% ownership interest, refinanced $698.7 million of maturing mortgage debt. The mortgage note payable of $540.0 million was modified through the same lender and required a cash payment of $76.0 million, of which the Company’s proportionate share was $11.4 million. The modified mortgage note payable has a three-year term with two one-year options and an interest rate of 4.63%. The joint venture also entered into a term loan of $190.0 million to repay a $158.7 million revolving credit facility. Also in 2012, the joint venture exercised an accordion feature resulting in a mortgage balance outstanding at December 31, 2012, of $214.5 million. The term loan has a three-year term with two one-year options and an interest rate of LIBOR plus 275 basis points.

Discontinued Operations

Included in discontinued operations in the combined statements of operations for the unconsolidated joint ventures are seven properties sold in 2012, eight properties sold in 2011 and 37 properties sold in 2010.

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Benefit Plans

12 Months Ended

Dec. 31, 2012

Benefit Plans

14.    Benefit Plans

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, awards available for grant were 8.9 million common shares at December 31, 2012.

During 2012, 2011 and 2010, $6.4 million, $6.8 million and $5.7 million, respectively, was charged to expense associated with awards under the Company’s equity-based award plans. This charge is included in general and administrative expenses in the Company’s consolidated statements of operations.

Stock Options

Stock options may be granted at per-share prices not less than fair market value at the date of grant and must be exercised within the maximum contractual term of 10 years thereof. Options granted under the plans generally vest over three years in one-third increments, beginning one year after the date of grant.

In previous years, the Company granted options to its directors. Options are no longer granted to the Company’s directors. Such options were granted at the fair market value of the Company’s common shares on the date of grant.

The fair values for option awards granted in 2012, 2011 and 2010 were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Year Ended December 31,
	2012	2011	2010
Weighted-average fair value of grants	$5.07	$5.63	$5.30
Risk-free interest rate (range)	0.5% - 1.1%	1.4% -3.0%	1.4% -2.6%
Dividend yield (range)	3.6% - 4.7%	3.4% - 4.9%	4.2% - 5.6%
Expected life (range)	4 - 5 years	7 years	4 - 5 years
Expected volatility (range)	50.8% - 66.8%	52.1% - 69.0%	87.0% - 97.8%

The risk-free rate was based upon a U.S. Treasury Strip with a maturity date that approximates the expected term of the award. The expected life of the award was derived by referring to actual exercise experience. The expected volatility of the stock was derived by using a 50/50 blend of implied and historical changes in the Company’s historical stock prices over a time frame consistent with the expected life of the award.

The following table reflects the stock option activity described above:

							Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
	Number of Options
	Employees			Directors
	(thousands)
Balance December 31, 2009		3,330			22		$	29.02
Granted		373			—			10.37
Exercised		(212	)		—			6.02
Forfeited		(268	)		(2	)		30.21
Balance December 31, 2010		3,223			20		$	28.28
Granted		276			—			13.72
Exercised		(192	)		—			6.39
Forfeited		(624	)		(10	)		41.02
Balance December 31, 2011		2,683			10		$	25.35
Granted		345			—			13.87
Exercised		(266	)		—			6.54
Forfeited		(166	)		(10	)		26.21
Balance December 31, 2012		2,596			—		$	25.70		5.3	$	7,877
Options exercisable at December 31,
2012		2,035			—		$	29.12		4.5	$	6,538
2011		2,230			10		$	28.00		5.2	$	5,177
2010		2,900			20		$	30.27		5.8	$	8,035

The following table summarizes the characteristics of the options outstanding at December 31, 2012 (in thousands):

	Options Outstanding
Range of Exercise Prices	Outstanding as of 12/31/12		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Options Exercisable
							Exercisable as of 12/31/12		Weighted- Average Exercise Price
$0.00-$6.50		569		6.0	$	6.01		569	$	6.01
$6.51-$12.50		276		7.3		10.42		172		10.37
$12.51-$29.50		611		7.6		15.11		154		18.65
$29.51-$49.50		781		3.1		38.05		781		38.05
$49.51-$69.50		359		3.7		59.87		359		59.87
		2,596		5.3	$	25.70		2,035	$	29.12

The following table reflects the activity for unvested stock option awards for the year ended December 31, 2012 (options in thousands):

	Options			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		453		$	5.34
Granted		345			5.06
Vested		(184	)		5.21
Forfeited		(53	)		5.19
Unvested at December 31, 2012		561		$	5.21

As of December 31, 2012, total unrecognized stock option compensation cost granted under the plans was $1.7 million, expected to be recognized over a weighted-average 1.8-year term.

Exercises of Employee Stock Options

The total intrinsic value of options exercised for the year ended December 31, 2012, was $2.2 million. The total cash received from employees as a result of employee stock option exercises for the year ended December 31, 2012 and 2011, was $1.7 million and $2.0 million, respectively. The Company settles employee stock option exercises primarily with newly issued common shares or with treasury shares, if available.

Restricted Stock Awards

In 2012, 2011 and 2010, the Board of Directors approved grants of 0.3 million, 0.2 million and 0.6 million restricted common shares, respectively, to executives of the Company. The restricted stock grants generally vest in equal annual amounts over a four-year period. Restricted share awards have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding. These grants have a weighted-average fair value at the date of grant ranging from $9.25 to $15.36, which was equal to the market value of the Company’s common shares at the date of grant. In 2012, 2011 and 2010, grants of 0.1 million common shares, in each year, were issued as compensation to the Company’s outside directors. These grants were issued equal to the market value of the Company’s common shares at the date of grant and immediately vested upon grant.

The following table reflects the activity for unvested restricted stock awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		728		$	9.31
Granted		299			13.92
Vested		(433	)		8.22
Forfeited		(46	)		12.76
Unvested at December 31, 2012		548		$	12.39

As of December 31, 2012, total unrecognized compensation of restricted stock award arrangements granted under the plans was $6.8 million, expected to be recognized over a weighted-average, 2.3 year term.

Value Sharing Equity Program

In 2009, the Company’s Board of Directors approved and adopted the Value Sharing Equity Program (the “VSEP”) and the grant of awards to certain of the Company’s executives. The VSEP was designed to allow the Company to reward participants with a portion of “Value Created” on six specified measurement dates, the last of which occurred on December 31, 2012. The Company measured the Value Created during the period between the start of the VSEP and the applicable measurement date. Value Created was measured as the increase in the Company’s market capitalization (i.e., the product of the Company’s share price and the number of shares outstanding as of the measurement date), as adjusted for any equity issuances or equity repurchases between the start of the VSEP and the applicable measurement date.

Each participant was assigned a “percentage share” of the Value Created. On December 31, 2012, the final measurement date, each participant received a number of the Company’s common shares with an aggregate value equal to the participant’s full percentage share of the Value Created, although the number of the Company’s common shares awarded to a participant was reduced by the number of the Company’s common shares previously earned by the participant as of prior measurement dates. This prevented the participants from benefiting more than once for increases in the shares price of the Company’s common shares that occurred during earlier measurement periods.

The Company’s common shares granted to a participant are subject to an additional time-based vesting period and will generally vest in 20% annual increments beginning on the date of grant and on each of the first four anniversaries of the date of grant. The fair value of the 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	1.9%
Dividend yield	6.2%
Expected life	3.4 years
Expected volatility	88%

The following table reflects the activity for unvested VSEP awards for the year ended December 31, 2012 (awards in thousands):

	Awards			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2011		1,182		$	13.34
Issued		1,401			14.98
Vested		(706	)		14.04
Forfeited		(9	)		13.42
Unvested at December 31, 2012		1,868		$	14.31

As of December 31, 2012, $3.2 million of total unrecognized compensation costs was related to the two market-metric components associated with the awards granted under the VSEP and are expected to be recognized over the remaining four-year term, which includes the vesting period.

401(k) Plan

The Company has a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company that permits participants to defer up to a maximum of 50% of their compensation subject to statutory limits. The Company matches the participant’s contribution in an amount equal to 50% of the participant’s elective deferral for the plan year up to a maximum of 6% of a participant’s base salary plus annual cash bonus, not to exceed the sum of 3% of the participant’s base salary plus annual cash bonus. The Company’s plan allows for the Company to make additional discretionary contributions. No discretionary contributions have been made. Employees’ contributions are fully vested, and the Company’s matching contributions vest 20% per year over five years. The Company funds all matching contributions with cash. The Company’s contributions for each of the three years ended December 31, 2012, 2011 and 2010, were $1.0 million, $1.1 million and $1.1 million, respectively. The 401(k) plan is fully funded at December 31, 2012.

Elective Deferred Compensation Plan

The Company has a non-qualified elective deferred compensation plan (“Elective Deferred Compensation Plan”) for certain officers that permits participants to defer up to 100% of their base salaries and annual performance-based cash bonuses, less applicable taxes and benefits deductions. The Company provides a matching contribution to any participant who has contributed the maximum permitted under the 401(k) plan. This matching contribution is equal to the difference between (a) 3% of the sum of the participant’s base salary and annual performance-based bonus deferred under the 401(k) plan and the deferred compensation combined and (b) the actual employer matching contribution under the 401(k) plan. Deferred compensation related to an employee contribution is charged to expense and is fully vested. Deferred compensation related to the Company’s matching contribution is charged to expense and vests 20% per year. Once an employee has been with the Company five years, all matching contributions are fully vested. The Company’s contributions were $0.1 million for the years ended December 31, 2012, 2011 and 2010. At December 31, 2012 and 2011, deferred compensation under the Elective Deferred Compensation Plan aggregated $2.9 million and $2.7 million, respectively. The Elective Deferred Compensation Plan is fully funded at December 31, 2012.

Equity Deferred Compensation Plan

The Company maintains the DDR Corp. Equity Deferred Compensation Plan (the “Equity Deferred Compensation Plan”), a non-qualified compensation plan for certain officers and directors of the Company to defer the receipt of restricted shares. At December 31, 2012 and 2011, there were 0.5 million and 0.4 million common shares of the Company in the Equity Deferred Compensation Plan valued at $7.2 million and $4.9 million, respectively. The Equity Deferred Compensation Plan was fully funded at December 31, 2012.

Vesting of restricted share grants of approximately 0.1 million common shares in 2012, 2011 and 2010 was deferred through the Equity Deferred Compensation Plan. The Company recorded $1.8 million, $1.4 million and $1.2 million in 2012, 2011 and 2010, respectively, in equity as deferred compensation obligations for the vested restricted shares deferred into the Equity Deferred Compensation Plan.

In 2012, 2011 and 2010, certain officers elected to have their deferred compensation distributed, which resulted in a reduction of the deferred obligation of $1.1 million, $2.3 million and $5.5 million, respectively.

Directors’ Deferred Compensation Plan

In 2000, the Company established the Directors’ Deferred Compensation Plan (the “Directors Plan”), a non-qualified compensation plan for the directors of the Company to defer the receipt of quarterly compensation. At December 31, 2012 and 2011, there were 0.4 million and 0.3 million common shares of the Company in the Directors Plan valued at $5.7 million and $3.7 million, respectively. The Directors Plan was fully funded at December 31, 2012.

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

12 Months Ended

Dec. 31, 2012

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

10.    Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

Non-Controlling Interests

Non-controlling interests consist of the following (in millions):

	December 31,
	2012		2011
Consolidated joint venture interests primarily outside the United States	$	13.8	$	21.6
Shopping centers and development parcels in various states		3.1		3.2
Operating partnership units		7.4		7.4
	$	24.3	$	32.2

In 2012, the Company’s consolidated joint venture sold its investment in land held for development in Russia (the “Yaroslavl Project”) (Notes 12 and 13).

At December 31, 2012 and 2011, the Company had 369,176 operating partnership units (“OP Units”) outstanding. These OP Units, issued to different partnerships, are exchangeable, at the election of the OP Unit holder, and under certain circumstances at the option of the Company, into an equivalent number of the Company’s common shares or for the equivalent amount of cash. Most of these OP Units have registration rights agreements equivalent to the number of OP Units held by the holder if the Company elects to settle in its common shares. The OP Units are classified on the Company’s balance sheet as non-controlling interests.

The OP Unit holders are entitled to receive distributions, per OP Unit, equal to the per share distributions on the Company’s common shares. At December 31, 2012 and 2011, the Company had 29,525 redeemable OP Units outstanding. Redeemable OP Units are presented at the greater of their carrying amount (for all periods presented) or redemption value at the end of each reporting period. Changes in the value from period to period are recorded to paid-in capital in the Company’s consolidated balance sheets.

Preferred Shares

The Company’s preferred shares outstanding at December 31 are as follows (in thousands):

	December 31,
	2012		2011
Class H — 7.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 410,000 shares issued and outstanding at December 31, 2012 and 2011	$	205,000	$	205,000
Class I — 7.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 340,000 shares issued and outstanding at December 31, 2011		—		170,000
Class J — 6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at December 31, 2012		200,000		—
	$	405,000	$	375,000

In August 2012, the Company issued $200.0 million of its newly designated 6.50% Class J cumulative redeemable preferred shares (“Class J Preferred Shares”) at a price of $500.00 per share (or $25.00 per depositary share). In addition, in August 2012, the Company redeemed all outstanding shares of its 7.50% Class I cumulative redeemable preferred shares (“Class I Preferred Shares”) at a redemption price of $25.1875 per Class I depositary share (the sum of $25.00 per depositary share and dividends per depositary share of $0.1875 prorated to the redemption date). The Company recorded a charge of $5.8 million to net loss attributable to common shareholders related to the write-off of the Class I Preferred Shares’ original issuance costs.

The Class H and Class J depositary shares represent 1/20 of a Class H and Class J preferred share and have a stated value of $500 per share. The Class H depositary shares are redeemable by the Company and the Class J depositary shares are not redeemable by the Company prior to August 1, 2017, except in certain circumstances relating to the preservation of the Company’s status as a REIT.

The Company’s authorized preferred shares consist of the following:

• 750,000 Class A Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class B Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class C Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class D Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class E Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class F Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class G Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Class H Cumulative Redeemable Preferred Shares, without par value

• 750,000 Class I Cumulative Redeemable Preferred Shares, without par value**

• 750,000 Class J Cumulative Redeemable Preferred Shares, without par value***

• 750,000 Class K Cumulative Redeemable Preferred Shares, without par value*

• 750,000 Non-Cumulative Preferred Shares, without par value*

• 2,000,000 Cumulative Voting Preferred Shares, without par value*

* None outstanding at December 31, 2012 or 2011.

** None outstanding at December 31, 2012.

*** None outstanding at December 31, 2011.

Common Shares

The Company’s common shares have a $0.10 per share par value. Dividends declared per share of common stock were $0.48, $0.22 and $0.08 for 2012, 2011 and 2010, respectively, which were paid in cash.

The Company issued common shares, including through the use of its continuous equity programs, for the years ended December 31, 2012, 2011 and 2010, as follows (amounts in millions, except per share):

	Number of Shares Sold		Average Price Per Share		Net Proceeds
2012		36.5	$	13.98	$	493.2
2011		9.5	$	13.71	$	129.7
2010		53.0	$	8.33	$	441.3

Equity Derivative Instruments—Otto Transaction

In 2009, the Company issued 32.9 million common shares and warrants to purchase 10.0 million common shares to Mr. Alexander Otto (the “Investor”) and certain members of the Otto family (collectively with the Investor, the “Otto Family”) for aggregate gross proceeds of $112.5 million (the “Stock Purchase Agreement”). No separate consideration was paid for the warrants. The share issuances, together with the warrant issuances, are collectively referred to as the “Otto Transaction.” In March 2011, the Otto Family exercised all 10.0 million warrants for cash at $6.00 per common share. The exercise price of the warrants was also subject to downward adjustment if the weighted-average purchase price of all additional common shares sold, as defined, from the date of issuance of the applicable warrant was less than $6.00 per share (herein, along with the share issuances, referred to as “Downward Price Protection Provisions”).

Although not triggered prior to the exercise in March 2011, the exercise price of the warrants was subject to the Downward Price Protection Provisions, described above, which resulted in the warrants being required to be recorded at fair value as of the shareholder approval date of the Stock Purchase Agreement, which was April 9, 2009, and marked-to-market through earnings as of each balance sheet date thereafter until the exercise date of March 18, 2011. These equity derivative instruments were issued as part of the Company’s overall deleveraging strategy and were not issued in connection with any speculative trading activity or to mitigate any market risks.

The fair value of the Company’s equity derivative instruments (warrants) had a fair value of $74.3 million at March 18, 2011, the exercise date. Upon exercise and issuance of common shares, this liability was reclassified to paid-in capital and aggregated with the cash proceeds in the consolidated statement of equity.

The effect of the Company’s equity derivative instruments on net loss is as follows (in millions):

Derivatives Not Designated as Hedging Instruments		Year Ended December 31,
	Income Statement Location	2011		2010
Warrants	Gain (loss) on equity derivative instruments	$	21.9	$	(40.1	)

The gain/loss above for this contract was derived principally from the changes in the Company’s stock price from April 9, 2009, the shareholder approval date, through December 31, 2010 or March 18, 2011, the exercise date of the warrants.

Measurement of Fair Value—Equity Derivative Instruments Valued on a Recurring Basis

The valuation of these instruments was determined using an option pricing model that considered all relevant assumptions including the Downward Price Protection Provisions. The two key unobservable input assumptions included in the valuation of the warrants were the volatility and dividend yield. Both measures were susceptible to change over time given the impact of movements in the Company’s common share price on each. The dividend yield assumptions used ranged from 3.0% to 3.2% through the exercise date in 2011 and from 2.4% to 4.2% in 2010. Since the initial valuation date, the Company used historical volatility assumptions to determine the estimate of fair value of the five-year warrants. The Company believed that the long-term historic volatility better represented the long-term future volatility and was more consistent with how an investor would view the value of these securities. The Company continually reassessed these assumptions and reviewed the assumptions again in March 2011 upon notification from the Otto Family regarding its exercise of the warrants. The Company determined that an implied volatility assumption was more representative of how a market participant would value the instruments given the shorter term nature of the warrants. The volatility assumptions used were 36.6% in the first quarter of 2011 and 79.1% in 2010. The Company determined that the warrants fell within Level 3 of the fair value hierarchy due to the volatility and dividend yield assumptions used in the overall valuation.

The following table presents information about the Company’s equity derivative instrument (in millions) that was a liability at December 31, 2010, measured at fair value on a recurring basis as of December 31, 2010, and 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
December 31, 2010
Warrants	$	—	$	—	$	96.2	$	96.2

The table below presents a reconciliation of the beginning and ending balances of the equity derivative instruments that were included in Other Liabilities at December 31, 2010, having fair value measurements based on significant unobservable inputs (Level 3) (in millions):

	Equity Derivative Instruments— Liability
Balance of Level 3 at December 31, 2010	$	96.2
Unrealized gain		(21.9	)
Transfer out of liability to paid-in capital		(74.3	)
Balance of Level 3 at December 31, 2011	$	—

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Financial Instruments - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012 Derivative	Dec. 31, 2011	Dec. 31, 2012 Treasury locks [Member]	Dec. 31, 2012 Eight interest rate swaps entered in 2012 [Member]	Nov. 30, 2012 4.625% senior unsecured notes [Member]	Jun. 30, 2012 4.625% senior unsecured notes [Member]
Derivative [Line Items]
Aggregate Notional Amount	$ 632,800,000	$ 284,100,000	$ 200,000,000	$ 450,000,000
Principal amount of Senior Notes	450,000,000				150,000,000	300,000,000
Payment to the counter party			4,700,000
Unrealized loss of hedging instrument	8,300,000	3,700,000
Approximate fair value of notes	250,700,000	90,600,000
Carrying amount of notes	250,400,000	91,000,000
Tax Increment Financing Bonds ("TIF Bonds")	5,200,000	6,400,000
Derivative financial instruments	17,100,000	8,800,000
Number of interest rate derivatives held	10
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months, net	$ (7,300,000)

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Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments

12 Months Ended

Dec. 31, 2012

Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments

6.    Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments

The following table discloses certain information regarding the Company’s revolving credit facilities, term loan and mortgages payable (in millions):

	Carrying Value at December 31,				Weighted- Average Interest Rate at December 31,						Maturity Date at December 31, 2012
	2012		2011		2012			2011
Unsecured indebtedness:
Unsecured Credit Facility	$	117.9	$	102.4		2.2	%		2.7	%		February 2016
PNC Facility		30.0		40.0		1.9	%		1.9	%		February 2016
Unsecured Term Loan — Tranche 1		50.0		—		2.3	%		N/A			January 2017
Unsecured Term Loan — Tranche 2		300.0		—		3.4	%		N/A			January 2019
Secured indebtedness:
Secured Term Loan		400.0		500.0		2.2	%		3.0	%		September 2014
Mortgage indebtedness — Fixed Rate		1,187.9		1,230.4		4.9	%		5.4	%		March 2013 - February 2022
Mortgage indebtedness — Variable Rate		86.2		91.0		1.7	%		2.0	%		April 2013 - December 2037
Tax-exempt certificates — Fixed Rate		—		1.0		—			6.9	%		N/A

Revolving Credit Facilities

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions arranged by JP 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, and an accordion feature for expansion of availability 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 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 35 basis points on the entire facility at December 31, 2012. The Unsecured Credit Facility also allows for foreign currency-denominated borrowings. At December 31, 2012, the Company had US$6.2 million of Euro-denominated borrowings and US$51.7 million of Canadian dollar borrowings outstanding (Note 8). The Unsecured Credit Facility was amended in 2013 (Note 18).

The Company also maintains a $65 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 reflects terms consistent with those contained in the Unsecured Credit Facility. The PNC Facility was amended in 2013 (Note 18).

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either (i) the prime rate plus a specified spread (0.65% at December 31, 2012), as defined in the respective facility, or (ii) LIBOR, plus a specified spread (1.65% at December 31, 2012). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service (“Moody’s”) 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 covenants at December 31, 2012.

Unsecured Term Loan

In 2012, the Company entered into a $350 million unsecured term loan (the “Unsecured Term Loan”) with a syndicate of financial institutions, for which Wells Fargo Bank National Association and PNC Bank serve as the administrative agents. As of December 31, 2012, the Unsecured Term Loan consisted of a $50 million tranche (“Tranche 1”) and a $300 million tranche (“Tranche 2”). The Unsecured Term Loan bears interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread based on the Company’s long-term senior unsecured debt rating (1.7% and 2.1% for Tranche 1 and Tranche 2, respectively, at December 31, 2012). The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these covenants at December 31, 2012.

Secured Term Loan

The Company maintains a collateralized term loan with a syndicate of financial institutions, for which KeyBank National Association serves as the administrative agent (the “Secured Term Loan” together with the Unsecured Term Loan, “Term Loans”). The Secured Term Loan provides for borrowings of $500 million with an accordion feature for expansion up to $600 million 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 Secured Term Loan matures in September 2014 with a one-year extension option. Borrowings under the Secured Term Loan bear interest at variable rates based on LIBOR, as defined in the loan agreement, plus a specified spread (1.7% at December 31, 2012) based on the Company’s long-term senior unsecured debt rating. The collateral for the Secured Term Loan is real estate assets, or investment interests in certain assets, that are already encumbered by first mortgage loans. The Company is required to comply with covenants similar to those contained in the Revolving Credit Facilities. The Company was in compliance with these covenants at December 31, 2012. The Secured Term Loan was amended in 2013 (Note 18).

Mortgages Payable

At December 31, 2012, mortgages payable, collateralized by investments and real estate with a net book value of $2.2 billion, and related tenant leases are generally due in monthly installments of principal and/or interest. Fixed interest rates on mortgages payable range from approximately 3.4% to 9.8%.

Scheduled Principal Repayments

As of December 31, 2012, the scheduled principal payments of the Revolving Credit Facilities, Term Loans, senior notes (Note 7) and mortgages payable, excluding extension options, for the next five years and thereafter are as follows (in thousands):

Year	Amount
2013	$	66,640
2014		772,829
2015		514,546
2016		459,705
2017		375,293
Thereafter		2,118,627
		4,307,640
Unamortized fair market value of assumed debt		11,503
Total indebtedness	$	4,319,143

Total gross fees paid by the Company for the Revolving Credit Facilities and Term Loans in 2012, 2011 and 2010 aggregated $3.0 million, $4.0 million and $2.9 million, respectively. For the years ended December 31, 2012, 2011 and 2010, the Company incurred debt extinguishment costs (including the write-off of unamortized debt issuance costs) associated with the prepayment of mortgages payable of $0.4 million, $7.9 million and $4.2 million, respectively, which are reflected in other expense in the Company’s consolidated statements of operations.

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Investments in and Advances to Joint Ventures - Adjustments to Company's Share of Joint Venture Net Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Equity Method Investments Joint Ventures [Line Items]
Income (loss), net	$ 1.7	$ 26.7	$ (0.7)

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Benefit Plans - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payments award, number of shares granted	8.9
Equity-based compensation plan expense	$ 6.4	$ 6.8	$ 5.7
Contractual term of stock options, Maximum	10 years
Period for which the options granted are generally vested	3 years
Portion of increments granted for stock options	One-third
Term of increment grant	One year after the date of grant
Expected volatility of the stock	The expected volatility of the stock was derived by using a 50/50 blend of implied and historical changes in the Company's historical stock prices over a time frame consistent with the expected life of the award.
Total intrinsic value of options exercised	2.2
Total cash received from employees stock option exercises	1.7	2.0
Measurement dates of the VSEP	Dec. 31, 2012
Percentage of annual increments	20.00%
Percentage of compensation subject to statutory limits	50.00%
Percentage of participant's contribution	50.00%
Percentage of participant's elective deferral	6.00%
Percentage of participant's base salary plus annual cash bonus	3.00%
Percentage of vested contributions	20.00%
Contribution by the company	1.0	1.1	1.1
Non-qualified elective deferred compensation plan	100% of base salaries
Matching contribution to participant	The difference between (a) 3% of the sum of the participant's base salary and annual performance-based bonus deferred under the 401(k) plan and the deferred compensation combined and (b) the actual employer matching contribution under the 401(k) plan.
Deferred compensation expense	20% per year
Contribution to deferred compensation	0.1	0.1	0.1
Deferred Compensation aggregated	2.9	2.7
Number of common shares	0.5	0.4
Value of common shares	7.2	4.9
Vesting of restricted stock grants	0.1	0.1	0.1
Deferred compensation obligations for vested restricted stock recorded in equity	1.8	1.4	1.2
Reduction of deferred obligation	1.1	2.3	5.5
Shares Outstanding Under Directors' Deferred Compensation Plan	0.4	0.3
Shares outstanding value under Directors' Deferred Compensation Plan	5.7	3.7
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period for which the options granted are generally vested	4 years
Total unrecognized stock option compensation cost granted	6.8
Term of recognition of unrecognized stock option compensation cost	2 years 3 months 18 days
Restricted common shares	0.3	0.2	0.6
Weighted-average fair value of the restricted stock	$ 13.92
Common shares issued	0.1	0.1	0.1
Restricted Stock Awards [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of the restricted stock	$ 9.25
Restricted Stock Awards [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of the restricted stock	$ 15.36
VSEP awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period for which the options granted are generally vested	7 years
Total unrecognized stock option compensation cost granted	3.2
Term of recognition of unrecognized stock option compensation cost	4 years
Weighted-average fair value of the restricted stock	$ 14.98
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized stock option compensation cost granted	$ 1.7
Term of recognition of unrecognized stock option compensation cost	1 year 9 months 18 days

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Notes Receivable

12 Months Ended

Dec. 31, 2012

Notes Receivable

4.    Notes Receivable

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

Notes receivable consist of the following (in millions):

	December 31,				Maturity Date	Interest Rate
	2012		2011
Loans receivable(A)	$	60.4	$	84.5	September 2011 to November 2022	5.7% -14.0%
Other notes		3.1		3.0	November 2014 to September 2017	8.5% - 12.0%
Tax Increment Financing Bonds (“TIF Bonds”)(B)		5.2		6.4	April 2014 to July 2026	5.5% - 8.5%
	$	68.7	$	93.9

(A) Amounts include loans in default and exclude notes receivable and advances from unconsolidated joint ventures at December 31, 2012 and 2011 (Note 2).

(B) Principal and interest are payable solely from the incremental real estate taxes, if any, generated by the respective shopping center and development project pursuant to the terms of the financing agreement.

As of December 31, 2012 and 2011, the Company had six loans receivable. The following table summarizes the activity in loans receivable on real estate from January 1, 2011, to December 31, 2012 (in thousands):

	2012			2011
Balance at January 1	$	84,541		$	103,705
Additions:
New mortgage loans		10,239			10,000
Interest		876			811
Accretion of discount		826			780
Deductions:
Payments of principal		(104	)		(25,755	)
Loan loss reserve(A)		(4,300	)		(5,000	)
Other(B)		(31,700	)		—
Balance at December 31	$	60,378		$	84,541

(A) Amount classified in other expense, net in the consolidated statement of operations for both periods presented. In 2011, this reserve was written off upon the sale of the note.

(B) Loan assumed by the Company’s unconsolidated joint venture BRE DDR Retail Holdings, LLC and reclassified into Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2012 upon the Company’s acquisition of the equity interest.

The following table summarizes the activity in the loan loss reserve from January 1, 2010, to December 31, 2012 (in thousands):

	2012		2011			2010
Balance at January 1	$	10,806	$	10,806		$	10,806
Additions:
Loan loss reserve		4,300		5,000	(A)		—
Deductions:
Write downs		—		(5,000	)(A)		—
Balance at December 31	$	15,106	$	10,806		$	10,806

(A) In 2011, the Company sold a note receivable with a face value, including accrued interest, of $11.8 million for proceeds of $6.8 million, which resulted in the recognition of a $5.0 million reserve. At December 31, 2010, this note was more than 90 days past due on interest payments. A loan loss reserve had not been previously established based on the estimated value of the underlying real estate collateral.

At December 31, 2012, the Company had one loan outstanding aggregating $9.8 million that matured in September 2011 and was more than 90 days past due. The Company is no longer accruing interest income on this note as no payments have been received. A loan loss reserve of $4.3 million was established in 2012 based on the estimated value of the underlying real estate collateral.

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Other Assets

12 Months Ended

Dec. 31, 2012

Other Assets

5.    Other Assets

Other assets consist of the following (in thousands):

	December 31,
	2012		2011
Intangible assets:
In-place leases (including lease origination costs and fair market value of leases), net	$	67,105	$	24,798
Tenant relations, net		62,175		22,772
Total intangible assets, net		129,280		47,570
Other assets:
Prepaid expenses		12,469		10,375
Deposits		10,580		6,788
Other assets(A)		29,821		2,893
Total other assets	$	182,150	$	67,626

(A) Includes deferred tax asset (Note 16).

The Company recorded amortization expense related to its intangible assets, excluding the fair market value of leases, of $17.5 million, $8.2 million and $6.6 million for the years ended December 31, 2012, 2011 and 2010, respectively. The estimated future amortization expense associated with the Company’s intangible assets, excluding the fair market value of leases, is $24.8 million, $19.5 million, $15.3 million, $12.6 million and $9.6 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

During 2012, the Company identified an error in the consolidated financial statements related to prior years. The error was attributable to a purchase price allocation of an asset acquired in 2004 and related amortization of the intangible asset. The Company concluded that the adjustment was not material to the results for the year ended December 31, 2012, or any prior periods. Consequently, the Company recorded an out-of-period adjustment to increase Net Loss attributable to DDR by $1.5 million in 2012. The Company also decreased land and increased other assets by $4.4 million on the consolidated balance sheet.

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Valuation and Qualifying Accounts and Reserves (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Valuation and Qualifying Accounts Disclosure [Line Items]
Loan loss reserves	$ 4.3	$ 5.0
Construction loan joint venture [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Impairment charge		$ 1.6

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Senior Notes

12 Months Ended

Dec. 31, 2012

Senior Notes

7. Senior Notes

The following table discloses certain information regarding the Company’s Fixed-Rate Senior Notes (in millions):

	Carrying Value at December 31,					Coupon Rate at December 31, 2012	Effective Interest Rate at December 31, 2012	Maturity Date at December 31, 2012
	2012		2011
Unsecured indebtedness:
Senior Notes	$	1,825.2	$	1,658.6		4.625% – 9.625%	4.8% – 9.9%	May 2015 - July 2022
Senior Notes — Premium (Discount), net		4.0		(5.4	)
Senior Convertible Notes due 2040, net(A)		317.9		307.6		1.75%	5.3%	November 2040
Senior Convertible Notes due 2012, net		—		178.9		N/A	N/A	N/A
Total Senior Notes	$	2,147.1	$	2,139.7

(A) The Company may redeem the senior convertible notes any time on or after November 15, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date. In addition, the holders of the senior convertible notes may require the Company to repurchase their notes in whole or in part on specified dates, the first of which is November 15, 2015.

In 2012, the Company issued $450 million aggregate principal amount of 4.625% senior unsecured notes due July 2022. In June 2012, $300 million of these notes were sold at a discount to par of 98.104%, and in November 2012, $150 million were sold at a premium to par of 109.223%.

The senior convertible notes are senior unsecured obligations and rank equally with all other senior unsecured indebtedness of the Company. The senior convertible notes may be converted prior to maturity into cash equal to the lesser of the principal amount of the note or the conversion value and, to the extent the conversion value exceeds the principal amount of the note, the Company’s common shares. The senior convertible notes are subject to net settlement based on conversion prices (“Conversion Price”) that are subject to adjustment based on increases in the Company’s quarterly common share dividend. If certain conditions are met, the incremental value can be settled in cash or in the Company’s common shares at the Company’s option. The senior convertible notes may only be converted prior to maturity based on certain provisions in the governing note documents. In connection with the issuance of these notes, the Company entered into a registration rights agreement for the common shares that may be issuable upon conversion of the senior convertible notes. The senior convertible notes due 2040 have a conversion price of $15.76 and $16.19 at December 31, 2012 and 2011, respectively. The senior convertible notes due 2040 are convertible based on certain circumstances including, but not limited to, the Company’s closing sale price of its common shares for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than 125% of the conversion price per common share in effect on the applicable trading day.

The Company’s carrying amounts of its debt and equity balances for the senior convertible notes are as follows (in thousands):

	December 31,
	2012			2011
Carrying value of equity component	$	52,497		$	69,217
Principal amount of senior convertible notes	$	350,000		$	529,509
Remaining unamortized debt discount		(32,120	)		(43,004	)
Net carrying value of senior convertible notes	$	317,880		$	486,505

As of December 31, 2012, the remaining amortization period for the debt discount was 34 months for the senior convertible notes, the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date or maturity date).

During the years ended December 31, 2012, 2011 and 2010, the Company purchased $60.0 million, $36.1 million and $259.1 million, respectively, aggregate principal amount of its outstanding senior unsecured notes. The Company recorded a net loss on retirement of $13.5 million and $0.1 million in 2012 and 2011, respectively, and a net gain of $0.1 million in 2010. The Company allocated the consideration paid for the senior convertible notes due 2011 and 2012 ($19.4 million and $140.6 million repurchased in 2011 and 2010, respectively) between the liability components and equity components based on the fair value of those components immediately prior to the purchases and recorded a gain based on the difference in the amount of consideration paid as compared to the carrying amount of the debt, net of the unamortized discount. The net loss on retirement recorded for the years ended December 31, 2011 and 2010, reflected a decrease of $0.1 million and $4.9 million, respectively, related to the impact of the convertible debt accretion.

The Company’s various fixed-rate senior notes have interest coupon rates averaging 5.8% and 5.9% at December 31, 2012 and 2011, respectively. Senior notes with an aggregate principal amount of $82.2 million may not be redeemed by the Company prior to maturity and will not be subject to any sinking fund requirements. The remaining senior notes may be redeemed based upon a yield maintenance calculation.

The fixed-rate senior notes and senior convertible notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage. Interest is paid semi-annually in arrears. At December 31, 2012 and 2011, the Company was in compliance with all of the financial and other covenants.

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Investments in and Advances to Joint Ventures - Additional Information (Detail) (USD $)	12 Months Ended			36 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended									12 Months Ended
	Dec. 31, 2012 Assets Joint_Ventures Property	Dec. 31, 2011 Property	Dec. 31, 2010 Property	Dec. 31, 2012 Property	Jun. 30, 2012 Blackstone Group [Member] Store sqft	Jun. 30, 2012 Blackstone Group [Member] Store sqft	Dec. 31, 2012 Blackstone Group [Member] Assets	Dec. 31, 2012 DDRTC Joint Venture [Member]	Dec. 31, 2012 Sonae Sierra Brasil BV SARL [Member]	Dec. 31, 2011 Sonae Sierra Brasil BV SARL [Member]	Dec. 31, 2010 Sonae Sierra Brasil BV SARL [Member]	Dec. 31, 2012 Sonae Sierra Brasil BV SARL [Member] DDR [Member] Property	Dec. 31, 2012 Sonae Sierra Brasil BV SARL [Member] Patio Brasil [Member]	Dec. 31, 2012 Sonae Sierra Brasil BV SARL [Member] Shopping Penha [Member]	Dec. 31, 2012 Sonae Sierra Brasil BV SARL [Member] Tivoli Shopping [Member]	Dec. 31, 2012 Coventry II Joint Ventures [Member]	Dec. 31, 2012 Richmond Hill, Canada [Member]
Schedule Of Equity Method Investments Joint Ventures [Line Items]
Number of shopping centers					46	46
Number of square feet of gross leasable area of shopping centers					10,600,000	10,600,000
Ownership interest of joint venture partner					95.00%	95.00%
Value of shopping centers					$ 1,400,000,000	$ 1,400,000,000
Ownership interest in joint venture					5.00%	5.00%		15.00%	33.30%								50.00%
Debt assumed					635,600,000	635,600,000
Debt	1,674,141,000	1,822,445,000		1,674,141,000	320,000,000	320,000,000		540,000,000
Equity funding in Joint Ventures					17,000,000	17,000,000
Redeemable preferred equity	154,600,000			154,600,000	150,000,000	150,000,000
Fixed distribution rate					10.00%	10.00%
Debt Maturity Term					Three-year term and two one-year extension options	Three-year term and two one-year extension options		Three-year term with two one-year options
Percentage deferral of fixed distribution at joint venture partner's option					20.00%	20.00%
Redemption of Preferred Equity in part at Joint Venture Partner's option							After 18 months
Redemption of Preferred Equity in full at Joint Venture Partner's option							After two years
Redemption of Preferred Equity in full at Company's Option							After seven years
Number of assets included in right of first offer							10
Additional interest acquired by joint venture									30.00%
Percentage of shares exchanged for acquisition									22.00%
Amount paid for acquisition									29,000,000
Larger interest in shopping center after asset swap									60.00%
Smaller interest in shopping center after asset swap									51.00%
Gain on partial sale of ownership interest									2,800,000
Weighted-average exchange rate used for recording the equity in net income									1.94	1.67	1.77
Sale of ownership interest													10.00%	51.00%	30.00%
Sales price									103,000,000			34,000,000
Asset classified as discontinued operations				120								1
Managed Assets												2
Impairment of joint venture investments	26,671,000	2,921,000	227,000													26,100,000
Carrying value of investment																3,600,000
Gain/Loss on Change in Control and sale of interests																7,500,000	(9,300,000)
Purchase price of acquired entities	339,400,000			339,400,000
Number of joint ventures acquired	3
Number of joint venture assets acquired	5
Aggregate Gain	80,000,000
Repaid mortgage debt	246,200,000
Company ownership interest remaining																	10.00%
Refinancing of Mortgage Debt								698,700,000
Repayments of long term debt								76,000,000
Company's share of repaid mortgage debt								11,400,000
Percentage of interest								4.63%
Mortgage and other secured indebtedness	1,274,141,000	1,322,445,000		1,274,141,000				190,000,000
Revolving credit facility refinanced								158,700,000
Mortgage balance outstanding								$ 214,500,000
Specified spread term loan facility libor rate								2.75%
Number of Properties Sold	7	8	37	7

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Income Taxes - Summary of Combined Activity TRS (Detail) (TRS [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
TRS [Member]
Income Before Income Taxes [Line Items]
Book (loss) income before income taxes	$ (16,934)	$ 4,738	$ (22,843)

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Financial Instruments - Items Measured at Fair Value on a Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Financial Instruments	$ (17.1)	$ (8.8)
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Financial Instruments	(17.1)	(8.8)
Marketable securities	2.9	2.7
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Financial Instruments	0	0
Marketable securities	2.9	2.7
Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Financial Instruments	(17.1)	(8.8)
Marketable securities	0	0
Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Financial Instruments	0	0
Marketable securities	$ 0	$ 0

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Acquisitions - Summary of Acquired Shopping Centers (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition Gross Purchase Price And Mortgage Debt Assumed [Line Items]
Aggregate gain on change in control of interests	$ 80.0	$ 22.7

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Impairment Charges and Impairment of Joint Venture Investments - Impairment Charges on Consolidated Assets (Detail) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment Securities [Line Items]
Land held for development			$ 10,100,000	$ 54,200,000	$ 54,300,000
Undeveloped land			20,100,000	9,000,000	30,500,000
Assets marketed for sale			75,200,000	4,700,000	0
Total continuing operations			105,395,000	67,912,000	84,855,000
Sold assets			21,100,000	57,900,000	51,800,000
Assets formerly occupied by Mervyns			0	0	35,300,000
Total discontinued operations			21,076,000	57,932,000	87,045,000
Joint venture investments			26,671,000	2,921,000	227,000
Total impairment charges	$ 20,600,000	$ 47,400,000	$ 153,142,000	$ 128,765,000	$ 172,127,000

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Investments in and Advances to Joint Ventures - Service Fees and Income Earned by Company's Unconsolidated Joint Ventures (Detail) (Unconsolidated Joint Ventures [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Unconsolidated Joint Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Management and other fees	$ 28.6	$ 29.8	$ 34.0
Financing and other fees	0	0.1	0.3
Development fees and leasing commissions	8.7	7.0	7.2
Interest income	$ 9.7	$ 0.1	$ 0.4

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Commitments and Contingencies - Schedule of Future Minimum Rental Revenues (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items]
2013	$ 558,615
2014	501,262
2015	437,489
2016	365,587
2017	280,403
Thereafter	1,010,690
Total future minimum rental revenues	$ 3,154,046

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Segment Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2012 Segment
Operating Statistics [Line Items]
Number of reportable segments	3
Quantitative threshold of revenues, profit or loss and assets for identifying reportable segments	10.00%

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Investments in and Advances to Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Company's Equity Method Joint Ventures Included in Investments in and Advances

The Company’s equity method joint ventures at December 31, 2012, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets, are as follows:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Sonae Sierra Brasil BV Sarl	33.3	Eight shopping centers, a management company and two development projects in Brazil
DDR Domestic Retail Fund I	20.0	59 grocery-anchored retail centers in several states
DDR Markaz II LLC	20.0	13 neighborhood grocery-anchored retail centers in several states
DDR — SAU Retail Fund LLC	20.0	27 grocery-anchored retail centers in several states
DDRTC Core Retail Fund LLC	15.0	39 shopping centers in several states
Coventry II Joint Ventures	10.0 – 20.0	Four shopping centers in several states
BRE DDR Retail Holdings, LLC	5.0	46 shopping centers in several states
Other Joint Venture Interests	25.25 – 79.45	14 shopping centers in several states and a management company

Equity Method Investments with Zero Basis

The Company has a zero basis in the following equity method joint ventures at December 31, 2012, and has no intent or obligation to fund any further capital:

Unconsolidated Real Estate Ventures	Effective Ownership Percentage(A)	Assets Owned
Coventry II Joint Ventures	0.0 – 20.0%	40 retail sites/centers in several states

(A) Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures.

Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments

Condensed combined financial information of the Company’s unconsolidated joint venture investments is summarized as follows (in thousands):

	December 31,
	2012(A)			2011
Condensed combined balance sheets
Land	$	1,569,548		$	1,400,469
Buildings		4,681,462			4,334,097
Fixtures and tenant improvements		244,293			189,940
		6,495,303			5,924,506
Less: Accumulated depreciation		(833,816	)		(808,352	)
		5,661,487			5,116,154
Land held for development and construction in progress		348,822			239,036
Real estate, net		6,010,309			5,355,190
Cash and restricted cash(B)		467,200			308,008
Receivables, net		99,098			108,038
Other assets		427,014			177,251
	$	7,003,621		$	5,948,487
Mortgage debt	$	4,246,407		$	3,742,241
Notes and accrued interest payable to DDR(C)		143,338			100,470
Other liabilities		342,614			214,370
		4,732,359			4,057,081
Redeemable preferred equity		154,556			—
Accumulated equity		2,116,706			1,891,406
	$	7,003,621		$	5,948,487
Company’s share of Accumulated Equity	$	432,500		$	402,242

(A) Increase in the balance sheet at December 31, 2012, is primarily attributable to the investment in BRE DDR Retail Holdings, LLC, described later in this footnote, partially offset by asset sales.

(B) Increase is due to the issuance of public debt by Sonae Sierra Brasil in 2012. The proceeds were used to fund development activities.

(C) The Company has amounts receivable from several joint ventures aggregating $34.3 million and $3.0 million at December 31, 2012 and 2011, respectively, which are included Investments in and Advances to Joint Ventures on the consolidated balance sheets. The remaining amounts were fully reserved by the Company in prior years.

Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments

	For the Year Ended December 31,
	2012			2011			2010
Condensed combined statements of operations
Revenues from operations	$	705,810		$	659,978		$	614,775
Operating expenses(A)		249,540			217,673			230,528
Impairment charges(B)		10,402			208,843			—
Depreciation and amortization		203,412			171,634			172,926
Interest expense		237,138			217,676			215,482
		700,492			815,826			618,936
Income (loss) before other items		5,318			(155,848	)		(4,161	)
Income tax expense (primarily Sonae Sierra Brasil), net		(25,444	)		(38,598	)		(20,247	)
Other income(C)		—			—			10,592
Loss from continuing operations		(20,126	)		(194,446	)		(13,816	)
Discontinued operations:
Loss from discontinued operations(D)		(52,619	)		(64,056	)		(23,508	)
Gain on debt forgiveness		—			2,976			—
Gain (loss) on disposition of real estate, net of tax		11,739			18,705			(26,674	)
Loss before gain on disposition of real estate, net		(61,006	)		(236,821	)		(63,998	)
Gain on disposition of real estate, net		54,582			1,733			17
Net loss	$	(6,424	)	$	(235,088	)	$	(63,981	)
Non-controlling interests		(42,995	)		(16,132	)		(458	)
Net loss attributable to unconsolidated joint ventures	$	(49,419	)	$	(251,220	)	$	(64,439	)
Company’s share of equity in net income (loss) of joint ventures(E)	$	33,512		$	(12,979	)	$	6,319

(A) Operating expenses for the year ended December 31, 2012, include transaction costs associated with the formation of the unconsolidated joint venture, BRE DDR Retail Holdings, LLC, described later in this footnote.

(B) For the years ended December 31, 2012 and 2011, the Company’s proportionate share was $0.6 million and $6.7 million, respectively.

(C) The 2010 activity related to debt forgiveness on one property owned by a joint venture with the Coventry II Fund (hereinafter defined), in which the Company has a zero basis.

(D) For the years ended December 31, 2012, 2011 and 2010, impairment charges included in discontinued operations related to asset sales were $46.8 million, $63.6 million and $21.0 million, respectively, of which the Company’s proportionate share was $0.5 million, $6.3 million and $0.7 million, respectively. The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments as discussed below.

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

Adjustments to Company's Share of Joint Venture Net Income (Loss)

(E) The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials and other than temporary impairment charges. The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the obligation or intent to fund any additional capital. Adjustments to the Company’s share of joint venture net income (loss) for these items are reflected as follows (in millions):

	For the Year Ended December 31,
	2012		2011		2010
Income (loss), net	$	1.7	$	26.7	$	(0.7)

Investments in and Advances to Joint Ventures

Investments in and Advances to Joint Ventures include the following items, which represent the difference between the Company’s investment and its share of all of the unconsolidated joint ventures’ underlying net assets (in millions):

	For the Year Ended December 31,
	2012			2011
Company’s share of accumulated equity	$	432.5		$	402.2
Redeemable preferred equity and notes receivable from investments(A)		155.0			0.4
Basis differentials(B)		(5.9	)		(48.1	)
Deferred development fees, net of portion related to the Company’s interest		(2.9	)		(3.6	)
Notes and accrued interest payable to DDR		34.3			3.0
Investments in and Advances to Joint Ventures	$	613.0		$	353.9

(A) Primarily relates to a $154.6 million preferred equity investment in BRE DDR Retail Holdings, LLC. See discussion regarding this newly formed unconsolidated joint venture later in this footnote.

(B) This amount represents the aggregate difference between the Company’s historical cost basis and the equity basis reflected at the joint venture level. Basis differentials recorded upon transfer of assets are primarily associated with assets previously owned by the Company that have been transferred into an unconsolidated joint venture at fair value. Other basis differentials occur primarily when the Company has purchased interests in existing unconsolidated joint ventures at fair market values, which differ from its proportionate share of the historical net assets of the unconsolidated joint ventures. In addition, certain transaction and other costs, including capitalized interest, reserves on notes receivable as discussed below and impairments of the Company’s investments that were other than temporary may not be reflected in the net assets at the joint venture level. Certain basis differentials indicated above are amortized over the life of the related assets.

Service Fees and Income Earned by Company's Unconsolidated Joint Ventures

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

	For the Year Ended December 31,
	2012		2011		2010
Management and other fees	$	28.6	$	29.8	$	34.0
Financing and other fees		—		0.1		0.3
Development fees and leasing commissions		8.7		7.0		7.2
Interest income		9.7		0.1		0.4

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Summary of Significant Accounting Policies - Statement of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Mortgages and liability assumed from acquisitions	$ 42,300,000	$ 137,800,000	$ 0
Consolidation of the net assets (excluding mortgages disclosed below) of previously unconsolidated joint ventures	383,000,000	87,800,000	0
Mortgages assumed of previously unconsolidated joint ventures	246,200,000	50,100,000	0
Deconsolidation of net assets from the adoption of ASC 810	0	0	20,200,000
Reduction of non-controlling interests from the adoption of ASC 810	0	0	12,400,000
Deconsolidation of net assets	0	5,000,000	15,200,000
Reduction of non-controlling interests due to deconsolidation of Mervyns Joint Venture	0	0	3,900,000
Foreclosure of note receivable and transfer of collateral	0	0	19,000,000
Equity derivative liability - affiliate	0	74,300,000	0
Write-off of Preferred Share original issuance costs	5,804,000	6,402,000	0
Dividends declared	44,210,000	29,128,000	12,100,000
Accounts payable related to construction in progress	$ 18,200,000	$ 3,400,000	$ 3,300,000

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Discontinued Operations and Disposition of Real Estate and Real Estate Investments

12 Months Ended

Dec. 31, 2012

Discontinued Operations and Disposition of Real Estate and Real Estate Investments

12.    Discontinued Operations and Disposition of Real Estate and Real Estate Investments

Discontinued Operations

During the year ended December 31, 2012, the Company sold 29 properties (including the one asset considered held for sale at December 31, 2011) that were classified as discontinued operations for the years ended December 31, 2012, 2011 and 2010.

Included in discontinued operations for the three years ended December 31, 2012, are 120 properties (including the deconsolidated properties noted below). Of these properties, 88 were previously included in the shopping center segment, and six were previously included in the other investments segment (none remaining at December 31, 2012). In addition, included in discontinued operations are 26 other properties that were deconsolidated for accounting purposes in 2011 and 2010, which primarily represented the activity associated with the joint venture that owned the underlying real estate formally occupied by Mervyns. The operations of these properties were classified as discontinued operations for all periods presented, as the Company has no significant continuing involvement.

The operating results related to assets sold, designated as held for sale or deconsolidated as of December 31, 2012, is as follows (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Revenues	$	9,265		$	48,987		$	73,152
Operating expenses		4,186			19,735			32,488
Impairment charges		21,076			57,932			87,045
Interest, net		1,961			13,194			26,669
Debt extinguishment costs, net		—			7,191			409
Depreciation and amortization		2,305			14,404			24,323
		29,528			112,456			170,934
Loss from discontinued operations		(20,263	)		(63,469	)		(97,782	)
Gain on deconsolidation of interests		—			4,716			5,221
Gain on disposition of real estate, net of tax		3,847			40,163			5,775
Loss from discontinued operations	$	(16,416	)	$	(18,590	)	$	(86,786	)

Disposition of Real Estate and Real Estate Investments

The Company recorded net gains on disposition of real estate and real estate investments as follows (in millions):

	For the Year Ended December 31
	2012		2011			2010
Land sales(A)	$	5.6	$	(0.4	)	$	1.0
Previously deferred gains and other gains and losses on dispositions(B)		0.3		7.5			0.3
	$	5.9	$	7.1		$	1.3

(A) These dispositions did not meet the criteria for discontinued operations, as the land did not have any significant operations prior to disposition.

(B) These gains are a result of partial asset sales that did not meet the criteria for discontinued operations and assets that were contributed to joint ventures in prior years.

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Benefit Plans - Activities for Unvested Restricted Stock Awards (Detail) (Restricted Stock Awards [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards unvested, beginning balance	728
Number of awards, Granted	299
Number of awards, Vested	(433)
Number of awards, Forfeited	(46)
Number of awards unvested, ending balance	548
Weighted-Average Grant Date Fair Value unvested, beginning balance	$ 9.31
Weighted-Average Grant Date Fair Value, Granted	$ 13.92
Weighted-Average Grant Date Fair Value, Vested	$ 8.22
Weighted-Average Grant Date Fair Value, Forfeited	$ 12.76
Weighted-Average Grant Date Fair Value unvested, ending balance	$ 12.39

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Segment Information

12 Months Ended

Dec. 31, 2012

Segment Information

17.    Segment Information

The Company has three reportable operating segments: shopping centers, loan investments and Brazil equity investment. Each consolidated shopping center is considered a separate operating segment and follows the accounting policies described in Note 1; however, each shopping center on a stand-alone basis represents less than 10% of the revenues, profit or loss, and assets of the combined reported operating segment and meets the majority of the aggregation criteria under the applicable standard. Effective July 1, 2012, the Company’s loan investments are also considered a reportable segment due to the increased level of income reported from these investments as well as how executive management analyzes these investments and allocates resources accordingly. The operating segment information for the years ended December 31, 2011 and 2010, have been restated to conform to the December 31, 2012, presentation. The carrying value of the Brazil Equity Investment is not a measure used by executive management for purposes of decision making related to asset allocation or performance assessment of this segment. The following table summarizes the Company’s shopping centers and office properties (none remaining at December 31, 2012). The table includes those assets located in Brazil:

	December 31,
	2012		2011		2010
Shopping centers owned		452		432		478
Unconsolidated joint ventures		206		177		189
Consolidated joint ventures		3		2		3
States(A)		39		38		39
Office properties		—		5		6
States		—		3		4

(A) Excludes shopping centers owned in Puerto Rico and Brazil.

The tables below present information about the Company’s reportable operating segments and reflect the impact of discontinued operations (Note 12) (in thousands):

	For the Year Ended December 31, 2012
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	800,358		$	17							$	800,375
Operating expenses(A)		(337,875	)		(597	)							(338,472	)
Net operating income (loss)		462,483			(580	)							461,903
Depreciation and amortization		(248,781	)										(248,781	)
Interest income					15,799								15,799
Other income (expense), net					(4,300	)			$	(13,580	)		(17,880	)
Gain on change in control and sale of interests, net		78,127											78,127
Unallocated expenses(B)										(312,523	)		(312,523	)
Equity in net (loss) income of joint ventures		(2,570	)				$	37,820					35,250
Impairment of joint venture investments													(26,671	)
Loss from continuing operations												$	(14,776	)
As of December 31, 2012:
Total gross real estate assets	$	8,639,111										$	8,639,111
Notes receivable, net				$	246,907				$	(178,189	)(C)	$	68,718
	For the Year Ended December 31, 2011
	Shopping Centers			Loan Investments			Brazil Equity Investment		Other			Total
Total revenues	$	749,742		$	87							$	749,829
Operating expenses(A)		(294,154	)		(13	)							(294,167	)
Net operating income		455,588			74								455,662
Depreciation and amortization		(215,928	)										(215,928	)
Interest income					9,832								9,832
Other income (expense), net					(5,000	)			$	(2	)		(5,002	)
Gain on change in control and sale of interests, net		25,170											25,170
Unallocated expenses(B)										(288,433	)		(288,433	)
Equity in net (loss) income of joint ventures		(6,747	)				$	20,481					13,734
Impairment of joint venture investments													(2,921	)
Loss from continuing operations												$	(7,886	)
As of December 31, 2011:
Total gross real estate assets	$	8,222,384							$	47,722		$	8,270,106
Notes receivable, net				$	84,541				$	9,364		$	93,905
	For the Year Ended December 31, 2010
	Shopping Centers			Loan Investments			Brazil  Equity Investment		Other			Total
Total revenues	$	741,551		$	381							$	741,932
Operating expenses(A)		(306,890	)		(11	)							(306,901	)
Net operating income		434,661			370								435,031
Depreciation and amortization		(202,981	)										(202,981	)
Interest income					6,450				$	852			7,302
Other income (expense), net										(24,148	)		(24,148	)
Unallocated expenses(B)										(382,830	)		(382,830	)
Equity in net (loss) income of joint ventures		(4,958	)				$	10,558					5,600
Impairment of joint venture investments													(227	)
Loss from continuing operations												$	(162,253	)
As of December 31, 2010:
Total gross real estate assets	$	8,361,632							$	49,607		$	8,411,239
Notes receivable, net				$	103,705				$	16,625		$	120,330

(A) Includes impairment charges of $105.4 million, $67.9 million and $84.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

(B) Unallocated expenses consist of general and administrative expenses, interest expense, loss/gain on debt retirement, gain/loss on equity derivative instruments and tax expense as listed in the consolidated statements of operations.

(C) Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the consolidated balance sheet.

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended				12 Months Ended				1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended		12 Months Ended									1 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 18, 2011	Dec. 31, 2011 Minimum [Member]	Dec. 31, 2010 Minimum [Member]	Dec. 31, 2011 Maximum [Member]	Dec. 31, 2010 Maximum [Member]	Mar. 31, 2011 Stock Purchase Agreement Otto Transaction [Member]	Dec. 31, 2009 Stock Purchase Agreement Otto Transaction [Member]	Aug. 30, 2012 Class J Preferred Shares [Member]	Dec. 31, 2012 Class J Preferred Shares [Member]	Dec. 31, 2011 Class J Preferred Shares [Member]	Dec. 31, 2012 Class H Preferred Shares [Member]	Dec. 31, 2011 Class H Preferred Shares [Member]	Dec. 31, 2012 Class A Preferred Shares [Member]	Dec. 31, 2012 Class B Preferred Shares [Member]	Dec. 31, 2012 Class C Preferred Shares [Member]	Dec. 31, 2012 Class D Preferred Shares [Member]	Dec. 31, 2012 Class E Preferred Shares [Member]	Dec. 31, 2012 Class F Preferred Shares [Member]	Dec. 31, 2012 Class G Preferred Shares [Member]	Aug. 30, 2012 Class I Preferred Shares [Member]	Dec. 31, 2011 Class I Preferred Shares [Member]	Dec. 31, 2012 Class I Preferred Shares [Member]	Dec. 31, 2012 Class K Preferred Shares [Member]	Dec. 31, 2012 Non-Cumulative Preferred Shares [Member]	Dec. 31, 2012 Cumulative Voting Preferred Shares [Member]
Equity [Line Items]
Operating partnership units outstanding		369,176	369,176
Redeemable OP Units outstanding		29,525	29,525
Cumulative redeemable preferred shares		$ 405,000,000	$ 375,000,000									$ 200,000,000	$ 200,000,000	$ 0	$ 205,000,000	$ 205,000,000									$ 170,000,000	$ 0
Preferred stock dividend rate												6.50%	6.50%		7.375%	7.375%								7.50%	7.50%
Cumulative redeemable preferred shares, price per share												$ 500	$ 500		$ 500	$ 500									$ 500
Cumulative redeemable preferred shares share redemption price												$ 25.00												$ 25.00
Cumulative redeemable preferred shares total redemption price per share																								$ 25.1875
Redeemable preferred stock dividend per share prorated to redemption date																								$ 0.1875
Write-off of Preferred Share original issuance costs		5,804,000	6,402,000	0																				5,800,000
Preferred share, stated value													$ 500		$ 500
Cumulative redeemable preferred shares, shares authorized													750,000	750,000	750,000	750,000	750,000	750,000	750,000	750,000	750,000	750,000	750,000		750,000	750,000	750,000	750,000	2,000,000
Common shares, par value		$ 0.10	$ 0.10
Dividend declared per common share		$ 0.48	$ 0.22	$ 0.08
Number of common shares available for purchase											32,900,000
Number of common shares available for purchase through warrants										10,000,000	10,000,000
Amount of gross proceeds expected from stock to be issued and sold per Stock Purchase Agreement											112,500,000
Issuance of warrants, exercise price per share										6.00
Weighted-average purchase price of additional common shares sold										Less than $6.00 per share
Equity derivative liability - affiliate					$ 74,300,000
Dividend yield assumptions						3.00%	2.40%	3.20%	4.20%
Volatility assumptions	36.60%			79.10%

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Quarterly Results of Operations (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Quarterly Results of Operations

The following table sets forth the quarterly results of operations, as restated for discontinued operations, for the years ended December 31, 2012 and 2011 (in thousands, except per share amounts):

	First			Second			Third			Fourth			Total
2012
Revenues	$	191,608		$	193,778		$	204,119		$	210,870		$	800,375
Net (loss) income attributable to DDR		(15,056	)		(37,500	)		26,738			(4	)(A)		(25,822	)
Net (loss) income attributable to DDR common shareholders		(22,023	)		(44,467	)		13,253			(7,034	)(A)		(60,271	)
Basic:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,232			307,873			291,726
Diluted:
Net (loss) income per common share attributable to DDR common shareholders	$	(0.08	)	$	(0.16	)	$	0.04		$	(0.02	)	$	(0.21	)
Weighted-average number of shares		275,214			280,390			302,924			307,873			291,726
2011
Revenues	$	188,247		$	185,946		$	186,279		$	189,357		$	749,829
Net income (loss) attributable to DDR		35,312			(13,383	)		(42,989	)		5,206	(A)		(15,854	)
Net income (loss) attributable to DDR common shareholders		24,745			(26,871	)		(49,956	)		(1,761	)(A)		(53,843	)
Basic:
Net income (loss) per common share attributable to DDR common shareholders	$	0.10		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.20	)
Weighted-average number of shares		255,966			274,299			274,639			274,718			270,278
Diluted:
Net income (loss) per common share attributable to DDR common shareholders	$	0.01		$	(0.10	)	$	(0.18	)	$	(0.01	)	$	(0.28	)
Weighted-average number of shares		262,581			276,067			274,639			274,718			271,472

(A) Includes impairment charges of $20.6 million and $47.4 million for the three months ended December 31, 2012 and 2011, respectively. In addition, the Company recorded gain on sale of real estate of $0.4 million and $54.3 million (Note 12) for the three months ended December 31, 2012 and 2011, respectively.

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Impairment Charges and Impairment of Joint Venture Investments - Summary of Significant Unobservable Inputs (Detail) (Level 3 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Impairment of consolidated assets, Income Capitalization Approach [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Fair Value	$ 44.1
Valuation Technique	Income Capitalization Approach
Unobservable Input	Market Capitalization Rate
Impairment of consolidated assets, Income Capitalization Approach [Member] | Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Unobservable Input	Price Per Square Foot
Impairment of consolidated assets, Indicative Bid [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Fair Value	136.6
Valuation Technique	Indicative Bid
Unobservable Input	Indicative Bid
Range
Impairment of joint venture investments, Income Capitalization Approach [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Fair Value	4.7
Valuation Technique	Income Capitalization Approach
Unobservable Input	Market Capitalization Rate
Range	8.00%
Impairment of joint venture investments, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Fair Value	0
Valuation Technique	Discounted Cash Flow
Unobservable Input	Discount Rate
Range	11.00%
Impairment of joint venture investments, Discounted Cash Flow [Member] | Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Unobservable Input	Terminal Capitalization Rate
Deconsolidated joint venture investment, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Fair Value	$ 56.1
Valuation Technique	Discounted Cash Flow
Unobservable Input	Discount Rate
Minimum [Member] | Impairment of consolidated assets, Income Capitalization Approach [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	8.00%
Minimum [Member] | Impairment of consolidated assets, Income Capitalization Approach [Member] | Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range (per square foot)	15
Minimum [Member] | Impairment of joint venture investments, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	5.50%
Minimum [Member] | Deconsolidated joint venture investment, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	8.00%
Maximum [Member] | Impairment of consolidated assets, Income Capitalization Approach [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	12.00%
Maximum [Member] | Impairment of consolidated assets, Income Capitalization Approach [Member] | Fair Value Measurements [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range (per square foot)	47
Maximum [Member] | Impairment of joint venture investments, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	8.50%
Maximum [Member] | Deconsolidated joint venture investment, Discounted Cash Flow [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Range	15.00%

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Future Minimum Rental Revenues

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	558,615
2014		501,262
2015		437,489
2016		365,587
2017		280,403
Thereafter		1,010,690
	$	3,154,046

Schedule of Minimum Rental Payments

Scheduled minimum rental payments under the terms of all non-cancelable operating leases in which the Company is the lessee, principally for office space and ground leases, for the subsequent five years ending December 31, are as follows for continuing operations (in thousands):

2013	$	3,724
2014		3,290
2015		3,780
2016		3,609
2017		3,048
Thereafter		118,557
	$	136,008

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Discontinued Operations and Disposition of Real Estate and Real Estate Investments - Operating Results Relating to Assets Sold or Designated as Held for Sale (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Discontinued Operations [Line Items]
Revenues	$ 9,265	$ 48,987	$ 73,152
Operating expenses	4,186	19,735	32,488
Impairment charges	21,076	57,932	87,045
Interest, net	1,961	13,194	26,669
Debt extinguishment costs, net	0	7,191	409
Depreciation and amortization	2,305	14,404	24,323
Total Expenses	29,528	112,456	170,934
Loss from discontinued operations	(20,263)	(63,469)	(97,782)
Gain on deconsolidation of interests	0	4,716	5,221
Gain (loss) on disposition of real estate, net of tax	3,847	40,163	5,775
Loss from discontinued operations	$ (16,416)	$ (18,590)	$ (86,786)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net loss	$ (25,329)	$ (19,397)	$ (247,721)
Other comprehensive (loss) income:
Foreign currency translation	(14,075)	(21,527)	3,588
Change in fair value of interest-rate contracts	(13,094)	(5,978)	10,261
Amortization of interest-rate contracts	921	56	(430)
Total other comprehensive (loss) income	(26,248)	(27,449)	13,419
Comprehensive loss	(51,577)	(46,846)	(234,302)
Comprehensive (income) loss attributable to non-controlling interests:
Allocation of net (income) loss	(493)	3,543	38,363
Foreign currency translation	(274)	400	2,678
Total comprehensive (income) loss attributable to non-controlling interests	(767)	3,943	41,041
Total comprehensive loss attributable to DDR	$ (52,344)	$ (42,903)	$ (193,261)

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Financial Instruments - Fair Value of Company's Swaps and Their Classification (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Liability Derivatives , Fair Value	$ 17.1	$ 8.8
Other Liabilities [Member] | Interest rate products [Member]
Derivatives, Fair Value [Line Items]
Liability Derivatives , Fair Value	$ 17.1	$ 8.8

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies

1.    Summary of Significant Accounting Policies

Nature of Business

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

Use of Estimates in Preparation of Financial Statements

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

Principles of Consolidation

The Company follows the provisions of Accounting Standards Codification No. 810, Consolidation (“ASC 810”). This standard requires a company to perform an analysis to determine whether its variable interests give it a controlling financial interest in a Variable Interest Entity (“VIE”). This analysis identifies the primary beneficiary of a VIE as the entity that has (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether it has the power to direct the activities of the VIE that most significantly affect the VIE’s performance, this standard requires a company to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed.

At December 31, 2012 and 2011, the Company’s investments in consolidated real estate joint ventures in which the Company was deemed to be the primary beneficiary had total real estate assets of $184.6 million and $289.5 million, respectively, mortgages of $21.5 million and $23.5 million, respectively, and other liabilities of $1.9 million and $28.7 million, respectively.

Prior to June 15, 2012, the Company deconsolidated its interest in consolidated joint venture entities or assets, which the Company considered in-substance real estate when it no longer possessed a controlling financial interest in the entity. In 2011 and 2010, the Company had consolidated joint ventures that transferred their interest in the real estate to the control of a court-appointed receiver. Following the appointment of the receiver, the Company no longer had any effective economic rights or obligations in these entities. Subsequent to the deconsolidation of these joint ventures, the Company accounted for its retained interest in these joint venture investments, which approximated zero at December 31, 2011, under the cost method of accounting because the Company did not have the ability to exercise significant influence. Upon deconsolidation, the Company recorded $4.7 million and $5.6 million for the years ended December 31, 2011 and 2010, respectively, as Gain on Deconsolidation of Interests because the carrying value of the non-recourse debt exceeded the carrying value of the collateralized assets of the joint ventures. The revenues and expenses associated with the entities for all of the periods presented, including the Gain on Deconsolidation of Interests, are classified within discontinued operations in the consolidated statements of operations (Note 12).

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

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

	For the Year Ended December 31,
	2012		2011		2010
Mortgages and liability assumed from acquisitions	$	42.3	$	137.8	$	—
Consolidation of the net assets (excluding mortgages disclosed below) of previously unconsolidated joint ventures		383.0		87.8		—
Mortgages assumed of previously unconsolidated joint ventures		246.2		50.1		—
Deconsolidation of net assets from the adoption of ASC 810		—		—		20.2
Reduction of non-controlling interests from the adoption of ASC 810		—		—		12.4
Deconsolidation of net assets		—		5.0		15.2
Reduction of non-controlling interests due to deconsolidation of Mervyns Joint Venture		—		—		3.9
Foreclosure of note receivable and transfer of collateral		—		—		19.0
Equity derivative liability – affiliate		—		74.3		—
Write-off of preferred share original issuance costs		5.8		6.4		—
Dividends declared		44.2		29.1		12.1
Accounts payable related to construction in progress		18.2		3.4		3.3

The transactions above did not provide or use cash in the years presented and, accordingly, are not reflected in the consolidated statements of cash flows.

Real Estate

Real estate assets, which include construction in progress and land held for development, are stated at cost less accumulated depreciation.

Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings	Useful lives, 31.5 years
Building improvements and fixtures	Useful lives, ranging from 5 to 20 years
Tenant improvements	Shorter of economic life or lease terms

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Land held for development and construction in progress includes land held for future development as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct and incremental internal construction costs and software development and implementation costs of $10.5 million, $9.1 million and $9.7 million in 2012, 2011 and 2010, respectively.

Purchase Price Accounting

Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangible assets generally consisting of: (i) above- and below-market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence, marketing and leasing activities and uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation and other available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Above- and below-market lease values are recorded based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the estimated term of any below-market, fixed-rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the estimated terms of any below-market, fixed-rate renewal options of the respective leases. The purchase price is further allocated to in-place lease values and tenant relationship values based on management’s evaluation of the specific characteristics of the acquired lease portfolio and the Company’s overall relationship with the anchor tenants. Such amounts are amortized to depreciation and amortization expense over the weighted average remaining initial term (and expected renewal periods for tenant relationships).

Intangible assets associated with property acquisitions are included in other assets and other liabilities, as appropriate, in the Company’s consolidated balance sheets. In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. At December 31, 2012 and 2011, below-market leases aggregated a net liability of $50.4 million and $29.5 million, respectively. At December 31, 2012 and 2011, above-market leases aggregated a net asset of $17.7 million and $2.8 million, respectively. The estimated future amortization income, net, associated with the Company’s above- and below-market leases, is $0.1 million, $0.5 million, $0.7 million, $1.4 million and $2.1 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

Real Estate Impairment Assessment

The Company reviews its individual real estate assets, including land held for development and construction in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include, but are not limited to, significant decreases in projected net operating income and occupancy percentages, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective and requires significant estimates made by management and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of impairment losses may be different, and such differences could be material to the consolidated financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. If the Company is evaluating the potential sale of an asset or land held for development, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If such impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The Company recorded aggregate impairment charges, including those classified within discontinued operations, of $126.5 million, $125.8 million, and $171.9 million (Note 11) related to consolidated real estate investments during the years ended December 31, 2012, 2011 and 2010, respectively.

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell.

Disposition of Real Estate and Real Estate Investments

Sales of real estate include the sale of land, operating properties and investments in real estate joint ventures. Gains from dispositions are recognized using the full accrual or partial sale methods, provided that various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. If the criteria for sale recognition or gain recognition are not met because of a form of continuing involvement, the accounting for such transactions is dependent on the nature of the continuing involvement. In certain cases, a sale might not be recognized, and in others all or a portion of the gain might be deferred.

Pursuant to the definition of a component of an entity and, assuming no significant continuing involvement, the operations of the sold asset or asset classified as held for sale are considered discontinued operations. Interest expense, which is specifically identifiable to the property, is included in the computation of interest expense attributable to discontinued operations. Consolidated interest expense at the corporate level is allocated to discontinued operations based on the proportion of net assets disposed.

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these expenses when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest, insurance and taxes until activities are resumed.

Interest paid during the years ended December 31, 2012, 2011 and 2010 aggregated $209.3 million, $218.6 million and $221.5 million, respectively, of which $13.3 million, $12.7 million and $12.2 million, respectively, was capitalized.

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis is different from the basis reflected at the unconsolidated joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. The Company recorded aggregate impairment charges of $26.7 million, $2.9 million and $0.2 million (Note 11) related to its investments in unconsolidated joint ventures during the years ended December 31, 2012, 2011 and 2010, respectively. These impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the respective properties owned by the joint venture on a relative fair value basis and, where appropriate, amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. Cash flows associated with items intended as hedges of identifiable transactions or events are classified in the same category as the cash flows from the items being hedged.

Restricted Cash

Restricted cash represents amounts with financial institutions primarily for debt service payments, real estate taxes, capital improvements, operating reserves and a bond sinking fund as required pursuant to the respective loan agreement.

Accounts Receivable

The Company makes estimates of the amounts that it believes will not be collected related to base rents, straight-line rents receivable, expense reimbursements and other amounts owed. The Company analyzes accounts receivable, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Accounts receivable, other than straight-line rents receivable, are expected to be collected within one year and are net of estimated unrecoverable amounts of $10.8 million and $19.3 million at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, straight-line rents receivable, net of a provision for uncollectible amounts of $3.6 million and $3.2 million, respectively, aggregated $58.2 million and $55.7 million, respectively.

Notes Receivable

Notes receivable include certain loans that are held for investment and are generally collateralized by real estate-related investments and may be subordinate to other senior loans. Loan receivables are recorded at stated principal amounts or at initial investment plus accretable yield for loans purchased at a discount. The related discounts on mortgages and other loans purchased are accreted over the life of the related loan receivable. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. The Company evaluates the collectability of both principal and interest on each loan based on an assessment of the underlying collateral value to determine whether it is impaired, and not by the use of internal risk ratings. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value of the underlying collateral. As the underlying collateral for a majority of the notes receivable is real-estate related investments, the same valuation techniques are used to value the collateral as those used to determine the fair value of real estate investments for impairment purposes. Given the small number of loans, the Company does not provide for an additional allowance for loan losses based on the grouping of loans, as the Company believes the characteristics of its loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for this purpose. Interest income on performing loans is accrued as earned. A loan is placed on non-accrual status when, based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the existing contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on an accrual basis on non-performing loans is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Deferred Charges

Costs incurred in obtaining indebtedness are included in deferred charges in the accompanying consolidated balance sheets and are amortized over the terms of the related debt agreements. Such amortization is reflected as interest expense in the consolidated statements of operations.

Deferred Tax Assets

The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is utilizing to manage its business. Based on this assessment, management must evaluate the need for, and amount of, valuation allowances against the Company’s deferred tax assets. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes. Accordingly, the Company would record a valuation allowance to reduce deferred tax assets when it has determined that an uncertainty exists regarding their realization, which would increase the provision for income taxes. The Company recorded a valuation allowance of $58.3 million (Note 16) during the year ended December 31, 2010.

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net loss.

Revenue Recognition

Minimum rents from tenants are recognized using the straight-line method over the lease term of the respective leases. Percentage and overage rents are recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. Revenues associated with expense reimbursements from tenants are recognized in the period that the related expenses are incurred based upon the tenant lease provision. Fee and other income includes management fees recorded in the period earned based on a percentage of collected revenue at the properties under management. Fee income derived from the Company’s unconsolidated joint venture investments is recognized to the extent attributable to the unaffiliated ownership interest. Ancillary and other property-related income, primarily composed of leasing vacant space to temporary tenants and kiosk income, is recognized in the period earned. Lease termination fees are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.

Fee and other income from continuing operations was composed of the following (in thousands):

	For the Year Ended December 31,
	2012		2011		2010
Management, development, financing and other fee income	$	43,811	$	47,539	$	54,592
Ancillary and other property income		27,665		28,527		20,196
Lease termination fees		6,401		5,897		7,482
Other miscellaneous		384		607		2,123
Total fee and other income	$	78,261	$	82,570	$	84,393

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred as they are not eligible for capitalization.

Stock Option and Other Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates for non-executive employees and actual expectations for executives.

For the years ended December 31, 2012, 2011 and 2010, stock-based compensation cost recognized by the Company was $6.4 million, $6.8 million and $5.7 million, respectively. This amount includes $0.2 million, $1.6 million and $0.4 million as a result of accelerated vesting of awards due to employee separations in 2012, 2011 and 2010, respectively.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and continues to satisfy certain other requirements.

In connection with the REIT Modernization Act, which became effective January 1, 2001, the Company is permitted to participate in certain activities that it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.

Foreign Currency Translation

The financial statements of the Company’s international consolidated and unconsolidated joint venture investments are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, an average exchange rate for each period for revenues, expenses, gains and losses, and at the transaction date for impairments or sales, with the Company’s proportionate share of the resulting translation adjustments recorded as Accumulated Other Comprehensive Loss. Gains or losses resulting from foreign currency transactions, translated to local currency, are included in income as incurred. Foreign currency gains or losses from changes in exchange rates were not material to the consolidated operating results.

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

New Accounting Standards Implemented

Presentation of Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on the presentation of comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the consolidated statements of equity, which was the Company’s previous presentation, and requires presentation of reclassification adjustments from other comprehensive income to net income in a single note or on the face of the financial statements. The Company presented the components of comprehensive income in a separate statement beginning December 31, 2011. The effective date for the presentation of reclassification adjustments is for annual and interim reporting periods beginning after December 15, 2012 (the first quarter of 2013 for the Company). When adopted, this guidance is not expected to materially impact the Company’s consolidated financial statements.

Fair Value Measurements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurements and Disclosures (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value and requires additional disclosures about fair value measurements. Specifically, the guidance specifies that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets, whereas they are not relevant when measuring the fair value of financial assets and liabilities. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required. Entities will also be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is to be applied prospectively. The Company’s adoption of this guidance did not have a material impact on its financial statements.

Derecognition of in Substance Real Estate

In November 2011, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus, ASU 2011-10, “Derecognition of in Substance Real Estate – a Scope Clarification.” This guidance clarifies that ASC 360-20, “Property Plant and Equipment – Real Estate Sales” (“ASC 360-20”) is the authoritative guidance when an investor loses control of real estate to a lender as a result of defaulting on a loan. Therefore, the investor is precluded from derecognizing the real estate until legal ownership has been transferred to the lender. The accounting for this fact pattern was addressed by the EITF due to diversity in practice. Under the Company’s historical accounting policies, it believed that it no longer had the contractual ability to direct the activities that most significantly affected the economic performance of entities in the control of a lender. Therefore, the Company’s historical accounting policy for evaluating these transactions was based upon ASC 810. The Company applied this consensus on a prospective basis on June 15, 2102.

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Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed combined statements of operations
Revenues from operations	$ 210,870	$ 204,119	$ 193,778	$ 191,608	$ 189,357	$ 186,279	$ 185,946	$ 188,247	$ 800,375	$ 749,829	$ 741,932
Operating expenses									338,472	294,167	306,901
Impairment charges									105,395	67,912	84,855
Depreciation and amortization									248,781	215,928	202,981
Interest expense									221,424	224,024	209,643
Income tax expense (primarily Sonae Sierra Brasil), net									(1,160)	(1,025)	(47,942)
Other income									(17,880)	(5,002)	(24,148)
Loss from continuing operations									(14,776)	(7,886)	(162,253)
Discontinued Operations:
Gain (loss) on disposition of real estate, net of tax									3,847	40,163	5,775
Gain on disposition of real estate, net									5,863	7,079	1,318
Non-controlling interests									(493)	3,543	38,363
Net loss attributable to unconsolidated joint ventures	(4)	26,738	(37,500)	(15,056)	5,206	(42,989)	(13,383)	35,312	(25,822)	(15,854)	(209,358)
Unconsolidated Joint Ventures [Member]
Condensed combined statements of operations
Revenues from operations									705,810	659,978	614,775
Operating expenses									249,540	217,673	230,528
Impairment charges									10,402	208,843	0
Depreciation and amortization									203,412	171,634	172,926
Interest expense									237,138	217,676	215,482
Total expenses									700,492	815,826	618,936
Income (loss) before other items									5,318	(155,848)	(4,161)
Income tax expense (primarily Sonae Sierra Brasil), net									(25,444)	(38,598)	(20,247)
Other income									0	0	10,592
Loss from continuing operations									(20,126)	(194,446)	(13,816)
Discontinued Operations:
Loss from discontinued operations									(52,619)	(64,056)	(23,508)
Gain on debt forgiveness									0	2,976	0
Gain (loss) on disposition of real estate, net of tax									11,739	18,705	(26,674)
Loss before gain on disposition of real estate, net									(61,006)	(236,821)	(63,998)
Gain on disposition of real estate, net									54,582	1,733	17
Net loss									(6,424)	(235,088)	(63,981)
Non-controlling interests									(42,995)	(16,132)	(458)
Net loss attributable to unconsolidated joint ventures									(49,419)	(251,220)	(64,439)
Company's share of equity in net income (loss) of joint ventures									$ 33,512	$ (12,979)	$ 6,319

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Senior Notes - Additional Information (Detail) (USD $)	12 Months Ended					1 Months Ended			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Senior Convertible Notes Due 2040 [Member]	Dec. 31, 2011 Senior Convertible Notes Due 2040 [Member]	Jun. 30, 2012 4.625% senior unsecured notes [Member]	Dec. 31, 2012 4.625% senior unsecured notes [Member]	Nov. 30, 2012 4.625% senior unsecured notes [Member]	Dec. 31, 2012 Senior Unsecured Notes [Member]	Dec. 31, 2011 Senior Unsecured Notes [Member]	Dec. 31, 2010 Senior Unsecured Notes [Member]	Dec. 31, 2011 Senior Convertible Notes [Member]	Dec. 31, 2010 Senior Convertible Notes [Member]	Dec. 31, 2012 Senior Convertible Notes [Member]
Debt Instrument [Line Items]
Senior note principal amount	$ 450,000,000					$ 300,000,000		$ 150,000,000				$ 529,509,000		$ 350,000,000
Interest rate of senior notes							4.625%
Notes issued						300,000,000
Discount rate of Senior notes						98.104%
Premium rate of Senior notes								109.223%
Conversion price				$ 15.76	$ 16.19
Conversion price per share greater than applicable trading day				125.00%
Trading days, minimum				20 days
Trading days, maximum				30 days
Remaining amortization periods for debt discount				34 months
Aggregate Extinguishment of Debt, Amount	60,000,000	36,100,000	259,100,000
(Loss) gain on debt retirement, net	(13,495,000)	(89,000)	485,000						(13,500,000)	(100,000)	100,000
Senior convertible notes repurchased												19,400,000	140,600,000
Debt instrument - impact of convertible debt accretion												100,000	4,900,000
Average interest rate	5.80%	5.90%
Notes issued which may not be redeemed prior to maturity	$ 82,200,000
Covenant compliance	The Company was in compliance with all of the financial and other covenants.	The Company was in compliance with all of the financial and other covenants.

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Discontinued Operations and Disposition of Real Estate and Real Estate Investments - Additional Information (Detail)	12 Months Ended	36 Months Ended
	Dec. 31, 2012 Property	Dec. 31, 2012 Property	Dec. 31, 2011 Property	Dec. 31, 2010 Property
Discontinued Operations [Line Items]
Number of properties sold	29
Number of assets held for sale			1
Number of properties included in discontinued operations		120
Number of disposed properties previously included in shopping center segment		88
Number of disposed properties previously included in other investments segment		6
Number of properties included in other investments segment		0
Other properties deconsolidated for accounting purposes	26	26	26	26

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Acquisitions - Consideration (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition [Line Items]
Cash (including debt repaid at closing)	$ 596,008	$ 143,063
Fair value of previously held equity interests	43,208	14,959
Total consideration	$ 639,216	$ 158,022

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events

18.    Subsequent Events

Revolving Credit Facilities and Secured Term Loan

In January 2013, the Company amended its primary unsecured revolving credit facility arranged by J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The $65 million unsecured revolving credit facility provided solely by PNC Bank, National Association was amended to match the terms of the primary facility. The Company also amended its $400 million secured term loan arranged by KeyBanc Capital Markets and RBC Capital Markets.

The amended $750 million unsecured revolving credit facility maturity date was extended to April 2017, with a borrower option to extend an additional year, and contains an accordion feature that provides for $1.25 billion of potential total capacity. Pricing on both amended revolving credit facilities was reduced and is currently set at LIBOR plus 140 basis points, a decrease of 25 basis points from the previous rate, and is determined based upon DDR’s credit ratings from Moody’s and S&P. Further, the annual facility fee for both revolving credit facilities has been reduced from 35 basis points to 30 basis points.

The amended secured term loan was reduced to borrowings of $400 million and extended the maturity date to April 2017, with a borrower option to extend an additional year. Pricing on the amended secured term loan is currently set at LIBOR plus 155 basis points, a decrease of 15 basis points from the previous rate, and is determined based upon DDR’s credit ratings from Moody’s and S&P.

Award Plan

On December 31, 2012, the Company adopted the 2013 Value Sharing Equity Program (“2013 VSEP”), with awards effective January 1, 2013. The 2013 VSEP awards, if earned, may result in the granting of common shares of the Company to participants on future measurement dates over three years, subject to an additional time-based vesting schedule. As a result, in general, the total compensation available to participants under the 2013 VSEP, if any, will be fully earned only after seven years (the three-year performance period and the final four-year time-based vesting period).

The 2013 VSEP is designed to allow DDR to reward participants for superior financial performance and allow them to share in “Value Created” (the increase in DDR’s market capitalization and the number of shares outstanding as of the measurement date), as adjusted for equity issuances and/or equity repurchases, between the start of the 2013 VSEP and the applicable measurement date, based upon (1) increases in DDR’s adjusted market capitalization over pre-established periods and (2) increases in relative total shareholder return of DDR as compared to the performance of the FTSE NAREIT Equity REITs Total Return Index for the FTSE International Limited NAREIT U.S. Real Estate Index Series. Under the 2013 VSEP, participants are granted two types of performance-based awards — a “relative performance award” and an “absolute performance award” – that, if earned, are settled with DDR common shares that are generally subject to additional time-based vesting requirements for a period of four years.

Contract Termination

In January 2008, the Company entered into a Services Agreement (the “Agreement”) with Oxford Building Services, Inc. (“Oxford”). The Agreement required that Oxford identify and contract directly with various service providers (“Vendors”) to provide maintenance, repairs, supplies and a variety of on-site services to certain properties in the Company’s portfolio, in exchange for which Oxford would pay such Vendors for the services. Under the Agreement, the Company remitted funds to Oxford to pay the Vendors under the Vendors’ contracts with Oxford.

On or about January 23, 2013, Oxford advised the Company that approximately $11 million paid by the Company to Oxford for the sole purpose of paying various Vendors had instead been used to repay commercial financing obligations incurred by Oxford and its affiliates to a third-party lender. As a result, Oxford had insufficient funds to pay the Vendors in accordance with the Agreement. On January 28, 2013, the Company terminated the Agreement based upon Oxford’s violations of the Agreement principally due to its insolvency. On February 26, 2013, Oxford and several affiliates filed petitions for Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of New Jersey (Case No. 13-13821).

In their initial filings in the bankruptcy case, Oxford has claimed that the Company refused to pay Oxford approximately $5 million allegedly due and owing to Vendors for work performed at the Company’s properties prior to the termination of the Agreement. Further, Oxford threatened to commence litigation against the Company to recover the alleged amounts owed should a consensual solution not be reached. The Company denies that any sums are due to Oxford, and if any such claim is filed, the Company will vigorously defend against it. Furthermore, as a result of the funds previously paid by the Company to Oxford, the Company also denies that any sums are due from the Company to any Vendors, and if any such claim is made, the Company will vigorously defend against it.

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Earnings and Dividends Per Share - Reconciliation of Net Income Loss from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Continuing Operations:
Loss from continuing operations									$ (14,776)	$ (7,886)	$ (162,253)
Plus: Gain on disposition of real estate									5,863	7,079	1,318
Plus: (Loss) income attributable to non-controlling interests									(493)	3,543	12,071
(Loss) income from continuing operations attributable to DDR									(9,406)	2,736	(148,864)
Write-off of preferred share original issuance costs									(5,804)	(6,402)	0
Preferred dividends									(28,645)	(31,587)	(42,269)
Basic - Loss from continuing operations attributable to DDR common shareholders									(43,855)	(35,253)	(191,133)
Less: Earnings attributable to unvested shares and operating partnership units									(1,114)	(488)	(155)
Basic - Loss from continuing operations									(44,969)	(35,741)	(191,288)
Discontinued Operations:
Loss from discontinued operations									(16,416)	(18,590)	(86,786)
Plus: Income attributable to non-controlling interests									0	0	26,292
Basic - Loss from discontinued operations									(16,416)	(18,590)	(60,494)
Basic - Net loss attributable to DDR common shareholders after allocation to participating securities									(61,385)	(54,331)	(251,782)
Continuing Operations:
Basic - Loss from continuing operations attributable to DDR common shareholders									(43,855)	(35,253)	(191,133)
Less: Earnings attributable to unvested shares and operating partnership units									(1,114)	(488)	(155)
Less: Fair value of Otto Family warrants									0	(21,926)	0
Diluted - Loss from continuing operations									(44,969)	(57,667)	(191,288)
Discontinued Operations:
Basic - Loss from discontinued operations									(16,416)	(18,590)	(60,494)
Diluted - Net loss attributable to DDR common shareholders after allocation to participating securities									$ (61,385)	$ (76,257)	$ (251,782)
Number of Shares:
Basic - Average shares outstanding	307,873	302,232	280,390	275,214	274,718	274,639	274,299	255,966	291,726	270,278	244,712
Effect of dilutive securities - Warrants									0	1,194	0
Diluted - Average shares outstanding	307,873	302,924	280,390	275,214	274,718	274,639	276,067	262,581	291,726	271,472	244,712
Basic Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders									$ (0.15)	$ (0.13)	$ (0.78)
Loss from discontinued operations attributable to DDR common shareholders									$ (0.06)	$ (0.07)	$ (0.25)
Net loss attributable to DDR common shareholders	$ (0.02)	$ 0.04	$ (0.16)	$ (0.08)	$ (0.01)	$ (0.18)	$ (0.10)	$ 0.10	$ (0.21)	$ (0.20)	$ (1.03)
Dilutive Earnings Per Share:
Loss from continuing operations attributable to DDR common shareholders									$ (0.15)	$ (0.21)	$ (0.78)
Loss from discontinued operations attributable to DDR common shareholders									$ (0.06)	$ (0.07)	$ (0.25)
Net loss attributable to DDR common shareholders	$ (0.02)	$ 0.04	$ (0.16)	$ (0.08)	$ (0.01)	$ (0.18)	$ (0.10)	$ 0.01	$ (0.21)	$ (0.28)	$ (1.03)

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Segment Information - Company's Combined Shopping and Office Properties Portfolios (Detail)	Dec. 31, 2012 Property Store	Dec. 31, 2011 Store Property	Dec. 31, 2010 Store Property
Segment Reporting, Asset Reconciling Item [Line Items]
Shopping centers owned	452	432	478
Office properties	0	5	6
Unconsolidated Joint Ventures [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Shopping centers owned	206	177	189
Consolidated Joint Ventures [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Shopping centers owned	3	2	3
States [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Shopping centers owned	39	38	39
Office properties	0	3	4

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Income Taxes - Reconciliation of GAAP Net Loss Attributable to Taxable Income (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Reconciliation [Line Items]
Percentage of taxable income dividend rate	90.00%
Net operating loss carryforwards	$ 0	$ 0	$ 90,464

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Notes Receivable - Loan Loss Reserve (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Mortgage Loans on Real Estate [Line Items]
Beginning Balance	$ 10,806	$ 10,806	$ 10,806
Additions:
Loan loss reserve	4,300	5,000	0
Deductions:
Write downs	0	(5,000)	0
Ending Balance	$ 15,106	$ 10,806	$ 10,806

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Revolving Credit Facilities, Term Loans, Mortgages Payable and Scheduled Principal Repayments (Tables)

12 Months Ended

Dec. 31, 2012

Information Regarding Company's Revolving Credit Facilities, Term Loans And Mortgages Payable

The following table discloses certain information regarding the Company’s revolving credit facilities, term loan and mortgages payable (in millions):

	Carrying Value at December 31,				Weighted- Average Interest Rate at December 31,						Maturity Date at December 31, 2012
	2012		2011		2012			2011
Unsecured indebtedness:
Unsecured Credit Facility	$	117.9	$	102.4		2.2	%		2.7	%		February 2016
PNC Facility		30.0		40.0		1.9	%		1.9	%		February 2016
Unsecured Term Loan — Tranche 1		50.0		—		2.3	%		N/A			January 2017
Unsecured Term Loan — Tranche 2		300.0		—		3.4	%		N/A			January 2019
Secured indebtedness:
Secured Term Loan		400.0		500.0		2.2	%		3.0	%		September 2014
Mortgage indebtedness — Fixed Rate		1,187.9		1,230.4		4.9	%		5.4	%		March 2013 - February 2022
Mortgage indebtedness — Variable Rate		86.2		91.0		1.7	%		2.0	%		April 2013 - December 2037
Tax-exempt certificates — Fixed Rate		—		1.0		—			6.9	%		N/A

Scheduled Principal Payments

scheduled principal payments of the Revolving Credit Facilities, Term Loans, senior notes (Note 7) and mortgages payable, excluding extension options, for the next five years and thereafter are as follows (in thousands):

Year	Amount
2013	$	66,640
2014		772,829
2015		514,546
2016		459,705
2017		375,293
Thereafter		2,118,627
		4,307,640
Unamortized fair market value of assumed debt		11,503
Total indebtedness	$	4,319,143

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Impairment Charges and Impairment of Joint Venture Investments

12 Months Ended

Dec. 31, 2012

Impairment Charges and Impairment of Joint Venture Investments

11.    Impairment Charges and Impairment of Joint Venture Investments

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

	For the Year Ended December 31,
	2012		2011		2010
Land held for development(A)	$	10.1	$	54.2	$	54.3
Undeveloped land(B),(C)		20.1		9.0		30.5
Assets marketed for sale(C)		75.2		4.7		—
Total continuing operations	$	105.4	$	67.9	$	84.8
Sold assets		21.1		57.9		51.8
Assets formerly occupied by Mervyns(D)		—		—		35.3
Total discontinued operations	$	21.1	$	57.9	$	87.1
Joint venture investments(E)		26.7		2.9		0.2
Total impairment charges	$	153.2	$	128.7	$	172.1

(A) Amounts reported in the year ended December 31, 2012, primarily related to land held for development in Canada that was owned through a consolidated joint venture (Note 13). This asset impairment was triggered primarily by the Company’s decision to dispose of its interest in lieu of development and the related execution of agreements for the sale of its interest in this project to its partner.

Amounts reported in the year ended December 31, 2011, primarily related to the Yaroslavl Project and land held for development in Canada that were owned through consolidated joint ventures. The Company’s proportionate share of the loss was $50.4 million after adjusting for the allocation of loss to the non-controlling interest in certain of the projects. The asset impairments primarily were triggered by the Company’s decision to dispose of its interest in lieu of development for certain of the projects and the related execution of agreements for the sale or partial sale of its interest in these projects. The Company sold its interest in the land held for development in Canada in the fourth quarter of 2011 to its joint venture partner in the project (Note 13). The Yaroslavl Project was sold to a third party in the first quarter of 2012 (Note 13).

Amounts reported in the year ended December 31, 2010, primarily related to land held for development in Russia that included the Yaroslavl Project, which is owned through a consolidated joint venture. The Company’s proportionate share of the loss was $41.9 million after adjusting for the allocation of loss to the non-controlling interest. The asset impairments were triggered in the second quarter of 2010 primarily due to a change in the Company’s investment plans for these projects.

(B) Amounts reported in 2010 include a $19.3 million impairment charge associated with an abandoned development project. A subsidiary of the Company’s TRS acquired a leasehold interest in a development project in Norwood, Massachusetts, as part of a portfolio acquisition in 2003. The Company no longer expected to fund the ground rent expense in 2010, which triggered the impairment, and the ground lease was subsequently terminated in 2011.

(C) These charges were triggered primarily due to the Company’s marketing of these assets for sale and management’s assessment of the likelihood and timing of a potential transaction.

(D) As discussed in Notes 1 and 12, these assets were deconsolidated in 2010, and all operating results have been reclassified as discontinued operations. For the year ended December 31, 2010, the Company’s proportionate share of these impairment charges was $16.5 million after adjusting for the allocation of loss to the non-controlling interest in this previously consolidated joint venture. The 2010 impairment charges were triggered primarily due to a change in the Company’s business plans for these assets and the resulting impact on its holding period assumptions for this substantially vacant portfolio. During 2010, the Company determined it was no longer committed to the long-term management and investment in these assets.

(E) Represents “other than temporary impairment” charges on unconsolidated joint venture investments. In 2012, the Company recorded a $26.1 million charge related to its interest in the Coventry II DDR Montgomery Farm LLC joint venture that owned a mixed-use project located in Allen, TX. The Company determined that its investment had suffered an other than temporary impairment due to deteriorating relations between the lender and the Company’s partner and the resulting impact on the asset’s value. In September 2012, the Company satisfied its remaining guaranty of the construction loan. In November 2012, the Company sold its interest in the joint venture.

Items Measured at Fair Value on a Non-Recurring Basis

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

For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development, the significant assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. For investments in unconsolidated joint ventures, the Company also considered the valuation of any underlying joint venture debt. These valuation adjustments were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

Items Measured at Fair Value on a Non-Recurring Basis

The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the years ended December 31, 2012, 2011 and 2010. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Losses
December 31, 2012
Long-lived assets held and used	$	—	$	—	$	180.7	$	180.7	$	126.5
Unconsolidated joint venture investments		—		—		4.7		4.7		26.7
Deconsolidated joint venture investment		—		—		56.1		56.1		9.3
December 31, 2011
Long-lived assets held and used and held for sale		—		—		212.0		212.0		125.8
Unconsolidated joint venture investments		—		—		5.5		5.5		2.9
December 31, 2010
Long-lived assets held and used		—		—		229.2		229.2		171.9
Unconsolidated joint venture investments		—		—		—		—		0.2

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):

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 12/31/12		Valuation Technique	Unobservable Input	Range
Impairment of consolidated assets	$	136.6	Indicative Bid	Indicative Bid	N/A(A)
Impairment of consolidated assets		44.1	Income Capitalization Approach(B)	Market Capitalization Rate	8% - 12%(B)
				Price Per Square Foot	$15 to $47 per square foot(B)
Impairment of joint venture investments		4.7	Income Capitalization Approach	Market Capitalization Rate	8%(C)
Impairment of joint venture investments		—	Discounted Cash Flow	Discount Rate	11%
				Terminal Capitalization Rate	5.5% - 8.5%
Deconsolidated joint venture investment(D)		56.1	Discounted Cash Flow	Discount Rate	8% - 15%

(A) These fair value measurements were developed by third-party sources, subject to the Company’s corroboration for reasonableness.

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

(C) The fair value measurements also include consideration of the fair market value of debt. These inputs are further described in the debt section of Note 8.

(D) Related to loss reported in Change in Control and Sale of Interests (Note 2).

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Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury - Reconciliation of Beginning and Ending Balances of Equity Derivative Instruments (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Fair Value Measurements Disclosure [Line Items]
Balance of Level 3, Beginning value	$ 96.2
Unrealized gain	(21.9)
Transfer out of liability to paid-in capital	(74.3)
Balance of Level 3, Ending value	$ 0