EX-99.1 2 d674697dex991.htm EX-99.1

EX-99.1

Exhibit 99.1

For Immediate Release:

Media Contact:		Investor Contact:
Matt Schuler		Matt Lougee
Director of Communications		Senior Vice President of Finance
216.755.5500		216.755.5500
mschuler@ddr.com		mlougee@ddr.com

DDR REPORTS OPERATING FFO PER DILUTED SHARE INCREASES 7.8% TO $1.11

FOR THE YEAR ENDED DECEMBER 31, 2013

BEACHWOOD, OHIO, February 12, 2014 – DDR Corp. (NYSE: DDR) today announced operating results for the fourth quarter and year ended December 31, 2013.

SIGNIFICANT FOURTH QUARTER ACTIVITY

• Generated Operating FFO of $0.29 per diluted share for the fourth quarter, an increase of 7.4% compared to the fourth quarter of 2012

• Executed 384 new leases and renewals for 2.5 million square feet

• Increased the portfolio leased rate by 30 basis points to 95.1% at December 31, 2013 from 94.8% at September 30, 2013

• Generated positive leasing spreads with new leases up 13.9% at 100% ownership and 20.7% on a pro rata basis, and renewals up 8.0% at 100% ownership and 7.9% on a pro rata basis; blended spreads were up 9.2% at 100% ownership and 10.0% on a pro rata basis

• Generated same store net operating growth of 3.4% at 100% ownership and 3.1% on a pro rata basis compared to the prior year

• Acquired sole ownership of 30 prime power centers from an existing joint venture with Blackstone Real Estate Partners VII for $1.46 billion

• Issued $300 million of 3.50% senior unsecured notes due 2021

• Closed on the forward issuance of $664 million of common equity to fund the net investment in prime assets

• Completed the disposition of $184 million of non-prime assets; DDR’s pro rata gross proceeds were $98 million

2013 YEAR-END HIGHLIGHTS

• Generated Operating FFO of $1.11 per diluted share for the full year 2013, an increase of 7.8% compared to 2012

• Executed 1,719 new leases and renewals for 10.3 million square feet in 2013

• Increased the portfolio leased rate by 90 basis points from 94.2% at December 31, 2012

• Generated positive leasing spreads for the full year 2013, with new leases up 12.2% at 100% ownership and 14.9% on a pro rata basis, and renewals up 7.4% at 100% ownership and 7.6% on a pro rata basis

• Generated same store net operating income growth of 3.3% at 100% ownership and 3.1% on a pro rata basis for the full year 2013 as compared to 2012

• Increased the total portfolio average annualized base rent per occupied square foot to $14.18 as of December 31, 2013 as compared to $13.66 at December 31, 2012

“We are extremely pleased with the consistent operating performance of our portfolio which led to high quality growth in 2013 and we expect operating metrics to accelerate further in 2014,” commented DDR’s chief executive officer, Daniel B. Hurwitz.

FINANCIAL HIGHLIGHTS

The Company’s fourth quarter Operating Funds From Operations attributable to common shareholders (“Operating FFO”) increased to $104.5 million, or $0.29 per diluted share, which compares to $84.0 million, or $0.27 per diluted share, for the prior-year comparable period. The increase in Operating FFO for the three-month period ended December 31, 2013, as compared to the same period in 2012, primarily is due to organic growth as well as shopping center acquisition transactions, partially offset by asset dispositions.

Funds From Operations attributable to common shareholders (“FFO”) for the three-month period ended December 31, 2013 increased to $120.2 million, or $0.33 per diluted share, which compares to $61.8 million, or $0.20 per diluted share, for the prior-year comparable period. The increase in FFO for the three-month period ended December 31, 2013, as compared to the same period in 2012, primarily is due to organic growth and net shopping center acquisition activity as well as the gain on change in control of interests recorded in the fourth quarter of 2013.

Operating FFO for the year ended December 31, 2013 increased to $366.7 million, or $1.11 per diluted share, which compares to $305.3 million, or $1.03 per diluted share, for the prior year. The increase in Operating FFO for the year ended December 31, 2013, primarily is due to the same factors impacting Operating FFO for the three-month period.

FFO for the year ended December 31, 2013 increased to $372.5 million, or $1.13 per diluted share, which compares to $312.4 million, or $1.06 per diluted share, for the prior year. The increase in FFO for the year ended December 31, 2013, primarily is due to the same factors impacting FFO for the three-month period, as well as a reduction in impairment charges of non-depreciable assets and the loss on debt retirement related to the Company’s repurchase of unsecured senior notes in 2012.

Net income attributable to common shareholders for the three-month period ended December 31, 2013 was $0.6 million, or $0.00 per diluted share, which compares to net loss of $7.0 million, or $0.02 per diluted share, for the prior-year comparable period. Net loss attributable to common shareholders for the year ended December 31, 2013 was $43.1 million, or $0.14 per diluted share, which compares to net loss of $60.3 million, or $0.21 per diluted share, for the prior year. The change in net loss attributable to common shareholders for the three-month period and year ended December 31, 2013, is primarily due to the same factors impacting FFO.

LEASING & PORTFOLIO OPERATIONS

The following results for the full year and fourth quarter of 2013 highlight continued strong leasing activity throughout the portfolio:

• Executed 778 new leases aggregating 3.4 million square feet and 941 renewals aggregating approximately 6.9 million square feet, of which 180 new leases aggregating approximately 0.8 million square feet and 204 renewals aggregating approximately 1.7 million square feet were executed in the fourth quarter

• Generated positive leasing spreads for the full year 2013, with new leases up 12.2% at 100% ownership and 14.9% on a pro rata basis, and renewals up 7.4% at 100% ownership and 7.6% on a pro rata basis; blended spreads were up 8.3% at 100% ownership and 8.9% on a pro rata basis

• Generated positive leasing spreads for the fourth quarter, with new leases up 13.9% at 100% ownership and 20.7% on a pro rata basis, and renewals up 8.0% at 100% ownership and 7.9% on a pro rata basis; blended spreads were up 9.2% at 100% ownership and 10.0% on a pro rata basis

• The portfolio leased rate increased to 95.1% at December 31, 2013, as compared to 94.8% at September 30, 2013 and 94.2% at December 31, 2012

• Same store net operating income (“NOI”) increased by 3.3% at 100% ownership for the full year 2013 and 3.4% for the fourth quarter as compared to the same periods in 2012 and 3.1% on a pro rata basis for both the full year and fourth quarter of 2013

• Total portfolio average annualized base rent per occupied square foot as of December 31, 2013 was $14.18, as compared to $13.66 at December 31, 2012

ACQUISITIONS & FINANCINGS

In October 2013, the Company acquired sole ownership of a portfolio of 30 prime power centers that were previously owned by an existing joint venture (“BRE JV”) with Blackstone Real Estate Partners VII L.P. (“Blackstone”) for $1.46 billion ($1.54 billion at 100%). The investment was funded through a combination of proceeds from the issuance of new common equity and unsecured debt that priced in May, preferred equity and mezzanine loan repayments, and the assumption of existing mortgage debt. The Company recorded a gain on change in control and sale of interests of $18.8 million related to the transaction.

In November 2013, the Company issued $300 million aggregate principal amount of 3.50% senior unsecured notes due January 2021. Proceeds from the issuance were used to repay mortgage debt assumed from the acquisition of assets from the BRE JV.

DISPOSITIONS

In the fourth quarter of 2013, the Company sold 11 consolidated operating shopping centers, aggregating approximately 0.9 million square feet, and consolidated non-income producing assets generating gross proceeds of approximately $81.8 million. The Company recorded an aggregate net gain of approximately $4.2 million related to these asset sales. During the same period, the Company’s unconsolidated joint ventures sold five operating shopping centers, aggregating approximately 1.1 million square feet, and non-income producing assets generating gross proceeds of approximately $102.6 million, of which the Company’s pro rata share was $15.7 million. An aggregate net gain of approximately $7.9 million was recorded related to these asset sales, of which the Company’s pro rata share was $1.9 million.

2014 GUIDANCE

There has been no change in Operating FFO per share guidance since the initial release provided on January 6, 2014. The Company continues to estimate Operating FFO for 2014 between $1.17 and $1.21 per diluted share.

NON-GAAP DISCLOSURES

FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry and a widely accepted measure of real estate investment trust (“REIT”) performance. Management believes that FFO and Operating FFO provide additional indicators of the financial performance of a REIT. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with generally accepted accounting principles (“GAAP”), is necessarily indicative of cash available to fund cash needs and should be considered as an alternative to net income computed in accordance with GAAP as an indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity.

FFO is defined and calculated by the Company as net income, adjusted to exclude: (i) preferred share dividends, (ii) gains and losses from disposition of depreciable real estate property, 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 from joint ventures and equity income from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company calculates Operating FFO by excluding the non-operating charges and gains described above. The Company computes FFO in accordance with the NAREIT definition. Other real estate companies may calculate FFO and Operating FFO in a different manner. Operating FFO is useful to investors as the Company removes these charges and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. A reconciliation of net income (loss) to FFO and Operating FFO is presented in the financial highlights section of the Company’s quarterly supplement.

SAFE HARBOR

DDR considers portions of the information in this press release 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 expectation for future periods. Although the Company believes that the expectations reflected in such 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 historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area; competition from other available space; dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a desired yield on investment; our ability to buy or sell assets on commercially reasonable terms; our ability to complete acquisitions or dispositions of assets under contract; our ability to secure equity or debt financing on commercially acceptable terms or at all; our ability to enter into definitive agreements with regard to our financing and joint venture arrangements or our failure to satisfy conditions to the completion of these arrangements; the success of our capital recycling strategy; and the finalization of the financial statements for the three-month period ended and year ended December 31, 2013. 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 the Company’s Form 10-K for the year ended December 31, 2012, as amended. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

ABOUT DDR CORP.

DDR is an owner and manager of 416 value-oriented shopping centers representing 116 million square feet in 39 states, Puerto Rico and Brazil. The Company’s assets are concentrated in high barrier-to-entry markets with stable populations and high growth potential and its portfolio is actively managed to create long-term shareholder value. DDR is a self-administered and self-managed REIT operating as a fully integrated real estate company, and is publicly traded on the New York Stock Exchange under the ticker symbol DDR. Additional information about the company is available at www.ddr.com, as well as on Twitter, LinkedIn and Facebook.

CONFERENCE CALL INFORMATION & SUPPLEMENTAL MATERIALS

A copy of the Company’s Supplemental Financial/Operational package is available to all interested parties upon request to Brooke Vanek, at the Company’s corporate office, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or at www.ddr.com.

The Company will hold its quarterly conference call tomorrow, February 13, 2014, at 10:00 a.m. Eastern Time. To participate, please dial 877.703.6110 (domestic), or 857.244.7309 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 55843186. Access to the live call and replay will also be available through the Company’s website. The replay will be available through February 20, 2014.

DDR Corp.

Financial Highlights

(In Thousands)

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Revenues:
Minimum rents		$	177,827			$	136,410			$	608,419			$	516,997
Percentage and overage rents			2,678				2,587				5,932				4,999
Recoveries from tenants			59,154				44,913				198,404				167,248
Ancillary and other property income			7,975				7,726				28,984				27,110
Management, development and other fee income			8,966				10,579				40,160				43,706
Other (A)			245				535				6,889				1,396
			256,845				202,750				888,788				761,456
Expenses:
Operating and maintenance			37,788				31,764				137,979				123,893
Real estate taxes			35,582				26,874				117,374				99,086
Impairment charges (B)			5,322				14,091				44,989				58,783
General and administrative			20,432				19,753				79,556				76,444
Depreciation and amortization			109,295				62,428				318,076				238,464
			208,419				154,910				697,974				596,670
Other income (expense):
Interest income			3,173				5,970				23,539				15,799
Interest expense (C)			(63,738	)			(54,120	)			(228,869	)			(213,261	)
Loss on debt retirement, net			—				—				—				(13,495	)
Other income (expense), net (D)			(3,341	)			(10,726	)			(6,629	)			(17,826	)
			(63,906	)			(58,876	)			(211,959	)			(228,783	)
Loss before earnings from equity method investments and other items			(15,480	)			(11,036	)			(21,145	)			(63,997	)
Equity in net income of joint ventures			1,276				18,284				6,819				35,250
Impairment of joint venture investments (B)			(980	)			—				(980	)			(26,671	)
Gain (loss) on change in control and sale of interests, net (E)			18,840				(1,866	)			19,906				78,127
Tax expense of taxable REIT subsidiaries and state franchise and income taxes			(234	)			(345	)			(2,713	)			(1,143	)
Income from continuing operations			3,422				5,037				1,887				21,566
Income (loss) from discontinued operations (F)			3,905				(4,675	)			(11,735	)			(52,758	)
Income (loss) before gain (loss) on disposition of real estate			7,327				362				(9,848	)			(31,192	)
Gain (loss) on disposition of real estate, net of tax			120				(298	)			467				5,863
Net income (loss)			7,447				64				(9,381	)			(25,329	)
Loss attributable to non-controlling interests			(237	)			(68	)			(794	)			(493	)
Net income (loss) attributable to DDR		$	7,210			$	(4	)		$	(10,175	)		$	(25,822	)
Write-off of preferred share original issuance costs			—				—				(5,246	)			(5,804	)
Preferred dividends			(6,608	)			(7,030	)			(27,721	)			(28,645	)
Net income (loss) attributable to common shareholders		$	602			$	(7,034	)		$	(43,142	)		$	(60,271	)
Funds From Operations (“FFO”):
Net income (loss) attributable to common shareholders		$	602			$	(7,034	)		$	(43,142	)		$	(60,271	)
Depreciation and amortization of real estate investments			107,158				63,577				314,720				242,822
Equity in net income of joint ventures			(1,276	)			(18,284	)			(6,819	)			(35,250	)
Impairment of depreciable joint venture investments			—				—				—				26,671
Joint ventures’ FFO			12,306				13,142				49,409				53,603
Non-controlling interests (OP Units)			54				48				215				191
Impairment of depreciable real estate assets			5,361				18,566				69,597				96,319
Gain on disposition of depreciable real estate, net			(4,042	)			(8,178	)			(11,459	)			(11,705	)
FFO attributable to common shareholders			120,163				61,837				372,521				312,380
Non-operating items, net (G)			(15,667	)			22,160				(5,854	)			(7,062	)
Operating FFO		$	104,496			$	83,997			$	366,667			$	305,318
Earnings per share – Diluted (H)		$	0.00			$	(0.02	)		$	(0.14	)		$	(0.21	)
Funds From Operations – Diluted (H)		$	0.33			$	0.20			$	1.13			$	1.06
Operating Funds From Operations – Diluted (H)		$	0.29			$	0.27			$	1.11			$	1.03

DDR Corp.

Financial Highlights

(In Thousands)

Selected Balance Sheet Data

		December 31, 2013				December 31, 2012
Assets:
Real estate and rental property:
Land		$	2,209,970			$	1,900,401
Buildings			6,949,440				5,773,961
Fixtures and tenant improvements			599,221				489,626
			9,758,631				8,163,988
Less: Accumulated depreciation			(1,823,199	)			(1,670,717	)
			7,935,432				6,493,271
Land held for development and construction in progress			452,980				475,123
Real estate held for sale, net			12,670				—
Real estate, net			8,401,082				6,968,394
Investments in and advances to joint ventures			448,008				613,017
Cash			86,664				31,174
Restricted cash			33,476				23,658
Notes receivable, net			78,338				68,718
Receivables, including straight-line rent, net			129,513				126,228
Other assets, net			515,992				224,648
		$	9,693,073			$	8,055,837
Liabilities & Equity:
Indebtedness:
Revolving credit facilities		$	29,133			$	147,905
Unsecured debt			2,754,120				2,147,097
Unsecured term loan			350,000				350,000
Mortgage and other secured debt			2,161,421				1,674,141
			5,294,674				4,319,143
Dividends payable			55,107				44,210
Other liabilities			415,413				326,024
Total liabilities			5,765,194				4,689,377
Preferred shares			405,000				405,000
Common shares			35,938				31,524
Paid-in-capital			5,417,363				4,629,257
Accumulated distributions in excess of net income			(1,915,638	)			(1,694,822	)
Deferred compensation obligation			16,702				15,556
Accumulated other comprehensive income			(36,493	)			(27,925	)
Less: Common shares in treasury at cost			(18,211	)			(16,452	)
Non-controlling interests			23,218				24,322
Total equity			3,927,879				3,366,460
		$	9,693,073			$	8,055,837

DDR Corp.

Financial Highlights

(A) Other revenues were comprised of the following (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Lease termination fees		$	0.1			$	0.4			$	6.3			$	0.9
Other miscellaneous			0.1				0.1				0.6				0.5
		$	0.2			$	0.5			$	6.9			$	1.4

(B) The Company recorded impairment charges on the following (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Land held for development		$	—			$	2.1			$	—			$	10.1
Undeveloped land			0.4				—				3.0				20.1
Assets marketed for sale			4.9				12.0				42.0				28.6
Total continuing operations			5.3				14.1				45.0				58.8
Sold assets — discontinued operations			0.5				6.5				27.6				67.7
Joint venture investments			1.0				—				1.0				26.7
Total impairment charges		$	6.8			$	20.6			$	73.6			$	153.2

(C) The Company recorded the following in connection with its outstanding convertible debt (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Non-cash interest expense related to amortization of the debt discount		$	2.8			$	2.6			$	10.8			$	10.9

(D) Other income (expenses) were comprised of the following (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Transaction and other (expenses) income		$	(2.3	)		$	(4.8	)		$	(4.7	)		$	(7.7	)
Litigation-related expenses			(1.0	)			(1.2	)			(2.2	)			(4.7	)
Reserve of mezzanine note receivable			—				(4.3	)			—				(4.3	)
Debt extinguishment (costs) gain, net			—				(0.4	)			0.3				(1.1	)
		$	(3.3	)		$	(10.7	)		$	(6.6	)		$	(17.8	)

DDR Corp.

Financial Highlights

(E) In the fourth quarter of 2013, the Company acquired its partner’s interests in the BRE JV. The Company accounted for this transaction as a step acquisition. Due to the change in control that occurred, the Company recorded an aggregate gain associated with the difference between the Company’s carrying value and fair value of the previously held equity interest.

(F) The operating results related to assets classified as discontinued operations are summarized as follows (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Revenues from operations		$	2.4			$	8.7			$	22.4			$	48.2
Operating expenses			0.8				2.7				6.8				14.4
Impairment charges			0.5				6.5				27.6				67.7
Interest, net			0.5				2.1				5.0				10.1
Depreciation and amortization			0.7				2.8				6.0				12.6
Total expenses			2.5				14.1				45.4				104.8
Loss before gain on disposition of real estate			(0.1	)			(5.4	)			(23.0	)			(56.6	)
Gain on disposition of real estate, net			4.0				0.7				11.3				3.8
Net income (loss)		$	3.9			$	(4.7	)		$	(11.7	)		$	(52.8	)

(G) The gains and charges excluded from Operating FFO for the three-month periods and years ended December 31, 2013 and 2012, respectively, are summarized as follows (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Non-cash impairment charges – non-depreciable assets		$	1.4			$	2.1			$	4.0			$	30.2
Loss on debt retirement			—				—				—				13.5
Other expense, net – transaction costs, litigation costs, debt extinguishment costs, reserve of mezzanine note receivable and other expenses			2.0				10.7				6.1				18.9
Equity in net (income) loss of joint ventures – currency adjustments, debt extinguishment costs, transaction costs, gain on sale of land and other expenses			(0.2	)			(0.2	)			(0.9	)			0.6
Non-cash (gain) loss on disposition of non-depreciable real estate, net			(0.1	)			0.3				(0.3	)			(5.5	)
Non-cash (gain) loss on change in control and sale of interests			(18.8	)			9.3				(19.9	)			(70.8	)
Non-cash loss on debt extinguishment – discontinued operations			—				—				—				0.2
Non-cash write-off of preferred share original issuance costs			—				—				5.2				5.8
Total adjustments from FFO to Operating FFO		$	(15.7	)		$	22.2			$	(5.8	)		$	(7.1	)

DDR Corp.

Financial Highlights

(H) The Company’s per share information is as follows:

		At December 31,
		2013				2012
Common shares outstanding			359.2				315.1
OP Units outstanding (“OP Units”)			0.4				0.4

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Earnings per common share:
Basic		$	0.00			$	(0.02	)		$	(0.14	)		$	(0.21	)
Diluted		$	0.00			$	(0.02	)		$	(0.14	)		$	(0.21	)
Basic and diluted – average shares outstanding			356.9				307.9				326.4				291.7
Dividends Declared:		$	0.135			$	0.12			$	0.54			$	0.48
FFO per share:
Basic		$	0.33			$	0.20			$	1.13			$	1.06
Diluted		$	0.33			$	0.20			$	1.13			$	1.06
Weighted average common shares outstanding			358.9				310.0				328.5				293.6
Assumed conversion of OP Units			0.4				0.4				0.4				0.4
FFO Weighted average common shares and OP Units – Basic			359.3				310.4				328.9				294.0
Assumed conversion of dilutive securities			0.4				0.4				0.5				1.3
FFO Weighted average common shares and OP Units – Diluted			359.7				310.8				329.4				295.3
Operating FFO:
Diluted		$	0.29			$	0.27			$	1.11			$	1.03
Operating FFO Weighted average common shares and OP Units – Diluted			359.7				310.8				329.4				295.3

DDR Corp.

Summary Results of Combined Unconsolidated Joint Ventures

(In Thousands)

Combined condensed income statements

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Revenues:
Minimum rents		$	113,026			$	129,995			$	501,592			$	480,035
Percentage and overage rents			860				700				2,313				1,141
Recoveries from tenants			23,714				30,629				119,467				108,295
Other			19,175				17,410				68,996				77,480
			156,775				178,734				692,368				666,951
Expenses:
Operating and maintenance			35,579				39,993				160,551				159,628
Real estate taxes			14,516				20,081				76,987				70,871
Net operating income			106,680				118,660				454,830				436,452
Impairment charges (A)			26,729				—				86,346				840
Depreciation and amortization of real estate investments			46,598				50,939				222,756				190,514
Interest expense			51,781				56,713				224,133				220,612
(Loss) income before other items			(18,428	)			11,008				(78,405	)			24,486
Income tax expense			(7,254	)			(6,715	)			(27,553	)			(25,444	)
(Loss) income from continuing operations			(25,682	)			4,293				(105,958	)			(958	)
Discontinued operations:
Loss from operations			(400	)			(13,421	)			(14,567	)			(71,787	)
Gain (loss) on disposition, net			7,944				10,449				(19,190	)			11,739
(Loss) income before gain on disposition of assets			(18,138	)			1,321				(139,715	)			(61,006	)
Gain on disposition of assets, net			—				40,352				794				54,582
Net (loss) income		$	(18,138	)		$	41,673			$	(138,921	)		$	(6,424	)
Non-controlling interests			(6,290	)			(23,306	)			(26,005	)			(42,995	)
Net (loss) income attributable to unconsolidated joint ventures		$	(24,428	)		$	18,367			$	(164,926	)		$	(49,419	)
Net (loss) income at DDR’s ownership interests		$	(1,014	)		$	21,774			$	3,314			$	33,512
Basis differences			2,290				(3,490	)			3,505				1,738
Equity in net income of joint ventures		$	1,276			$	18,284			$	6,819			$	35,250
FFO at DDR’s ownership interests (B)		$	12,306			$	13,142			$	49,409			$	53,603
Operating FFO at DDR’s ownership interests (B)		$	12,087			$	12,982			$	48,500			$	54,220

DDR Corp.

Summary Results of Combined Unconsolidated Joint Ventures

(In Thousands)

Combined condensed balance sheets

		December 31, 2013				December 31, 2012
Land		$	1,275,232			$	1,569,548
Buildings			3,940,806				4,681,462
Fixtures and tenant improvements			266,851				244,293
			5,482,889				6,495,303
Less: Accumulated depreciation			(839,867	)			(833,816	)
			4,643,022				5,661,487
Land held for development and construction in progress (C)			116,088				348,822
Real estate, net			4,759,110				6,010,309
Cash and restricted cash			282,866				467,200
Receivables, including straight-line rent, net			101,003				99,098
Other assets, net			196,615				427,014
		$	5,339,594			$	7,003,621
Mortgage debt (D)		$	3,282,643			$	4,246,407
Notes and accrued interest payable to DDR			127,679				143,338
Other liabilities			245,368				342,614
			3,655,690				4,732,359
Redeemable preferred equity			71,771				154,556
Accumulated equity			1,612,133				2,116,706
		$	5,339,594			$	7,003,621

DDR Corp.

Summary Results of Combined Unconsolidated Joint Ventures

(A) For the three-month period and year ended December 31, 2013, the Company’s proportionate share of impairment charges recorded was approximately $3.2 million and $10.6 million, respectively.

(B) FFO and Operating FFO from unconsolidated joint ventures are summarized as follows (in millions):

		Three-Month Periods Ended December 31,								Years Ended December 31,
		2013				2012				2013				2012
Net (loss) income attributable to unconsolidated joint ventures		$	(24.4	)		$	18.4			$	(164.9	)		$	(49.4	)
Depreciation and amortization of real estate investments			45.7				71.0				226.6				228.7
Impairment of depreciable real estate assets			26.7				9.6				93.2				57.2
(Gain) loss on sale of depreciable real estate			(7.9	)			(50.7	)			18.7				(65.1	)
FFO		$	40.1			$	48.3			$	173.6			$	171.4
FFO at DDR ownership interests		$	12.3			$	13.1			$	49.4			$	53.6
Operating FFO at DDR’s ownership interests (1)		$	12.1			$	13.0			$	48.5			$	54.2
DDR joint venture distributions received, net		$	6.3			$	23.3			$	25.0			$	43.2

(1) Excluded from Operating FFO is the Company’s proportionate share of net activity related to foreign currency adjustments, debt extinguishments gains and losses and other expenses as disclosed above in this press release in Note G.

(C) The Company’s proportionate share of land held for development and construction in progress is as follows (in millions):

		December 31, 2013				December 31, 2012
Company’s proportionate share		$	25.4			$	100.9

(D) Mortgage debt consists of the following (in millions):

		December 31, 2013				December 31, 2012
Company’s proportionate share		$	630.1			$	724.9
Non-recourse debt included above for which the Company has written its investment down to zero and is receiving no allocation of income, loss or FFO			20.9				48.2