8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): September 25, 2009

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Ohio	1-11690	34-1723097
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
3300 Enterprise Parkway, Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-12.1

EX-12.2

Item 8.01. Other Events.

          Developers Diversified Realty Corporation (the “Company”) is filing herewith as exhibits to its Registration Statement on Form S-3 (File No. 333-139118) its (a) Computation of Ratio of Earnings to Fixed Charges and (b) Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends, in each case for the years ended December 31, 2004, 2005, 2006, 2007 and 2008 and the six months ended June 30, 2008 and June 30, 2009.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
12.1	Computation of Ratio of Earnings to Fixed Charges
12.2	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

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SIGNATURES

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

DEVELOPERS DIVERSIFIED REALTY CORPORATION
By:	/s/ William H. Schafer
	William H. Schafer
	Executive Vice President and Chief Financial Officer

Date: September 25, 2009

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EXHIBIT INDEX

Exhibit Number	Description
12.1	Computation of Ratio of Earnings to Fixed Charges
12.2	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

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EX-12.1

Exhibit 12.1

DEVELOPERS DIVERSIFIED REALTY CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in Thousands)

	Year Ended December 31,															June 30,
	2004			2005			2006			2007 (1)			2008 (1)(2)			2008 (1)			2009 (2)
Pretax income (loss) from continuing operations	$	242,036		$	250,400		$	234,134		$	253,903		$	(83,784	)	$	76,442		$	(127,594	)
Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	125,252		$	180,955		$	225,800		$	291,832		$	292,725		$	144,966		$	130,819
Ground Rent 33%	$	587		$	1,118		$	1,319		$	1,329		$	1,175		$	572		$	724
Preferred Dividends on consolidated subsidiaries	$	—		$	—		$	—		$	9,690		$	—		$	—		$	—
Proportionate share of fixed charges of 50 % owned joint ventures accounted for using equity method of accounting	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total fixed charges	$	125,839		$	182,073		$	227,119		$	302,851		$	293,900		$	145,538		$	131,543
Capitalized interest during the period	$	(9,882	)	$	(12,672	)	$	(20,049	)	$	(28,003	)	$	(41,062	)	$	(19,354	)	$	(11,600	)
Preferred Dividends on consolidated subsidiaries	$	—		$	—		$	—		$	(9,690	)	$	—		$	—		$	—
Amortization of capitalized interest during the period	$	3,328		$	3,750		$	4,418		$	5,351		$	6,720		$	4,658		$	5,427
Equity Company Adjustments	$	(40,895	)	$	(34,873	)	$	(30,337	)	$	(43,229	)	$	(17,719	)	$	(19,943	)	$	8,801
Equity Company Adjustments Distributed Income	$	40,895		$	34,873		$	30,337		$	43,229		$	17,719		$	19,943		$	3,305
Earnings before income taxes and fixed charges	$	361,321		$	423,551		$	445,622		$	524,412		$	175,774		$	207,284		$	9,882
Ratio of earnings to fixed charges		2.87			2.33			1.96			1.73			0.60			1.42			0.08

(1)

These periods have been restated to reflect the retroactive adoption of FSP APB 14-1, also known as ASC 470-02, for interest expense related to our convertible debt.

(2)

The loss from continuing operations for 2008 includes impairment charges, including impairment of joint ventures, of $183.2 million that are discussed in the Current Report on Form 8-K filed August 10, 2009, which updates certain portions of the Company's Annual Report on Form 10-K for the year ended December 31, 2008. The loss from continuing operations for the six months ended June 30, 2009 includes impairment charges, including impairment of joint ventures, of $159.1 million that are discussed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. Due to these impairment charges, the Company's fixed charges exceed the Company's earnings as adjusted by $118.1 million and $121.7 million for the year ended December 31, 2008 and the six months ended June 30, 2009, respectively.

EX-12.2

Exhibit 12.2

DEVELOPERS DIVERSIFIED REALTY CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Amounts in Thousands)

	Year Ended December 31,															June 30,
	2004			2005			2006			2007 (1)			2008 (1)(2)			2008 (1)			2009 (2)
Pretax income (loss) from continuing operations	$	242,036		$	250,400		$	234,134		$	253,903		$	(83,784	)	$	76,442		$	(127,594	)
Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	125,252		$	180,955		$	225,800		$	291,832		$	292,725		$	144,966		$	130,819
Ground Rent 33%	$	587		$	1,118		$	1,319		$	1,329		$	1,175		$	572		$	724
Preferred Dividends	$	50,706		$	55,169		$	55,169		$	50,934		$	42,269		$	21,134		$	21,134
Proportionate share of fixed charges of 50 % owned joint ventures accounted for using equity method of accounting	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total fixed charges	$	176,545		$	237,242		$	282,288		$	344,095		$	336,169		$	166,672		$	152,677
Capitalized interest during the period	$	(9,882	)	$	(12,672	)	$	(20,049	)	$	(28,003	)	$	(41,062	)	$	(19,354	)	$	(11,600	)
Preferred Dividends	$	(50,706	)	$	(55,169	)	$	(55,169	)	$	(50,934	)	$	(42,269	)	$	(21,134	)	$	(21,134	)
Amortization of capitalized interest during the period	$	3,328		$	3,750		$	4,418		$	5,351		$	6,720		$	4,658		$	5,427
Equity Company Adjustments	$	(40,895	)	$	(34,873	)	$	(30,337	)	$	(43,229	)	$	(17,719	)	$	(19,943	)	$	8,801
Equity Company Adjustments Distributed Income	$	40,895		$	34,873		$	30,337		$	43,229		$	17,719		$	19,943		$	3,305
Earnings before income taxes and fixed charges	$	361,321		$	423,551		$	445,622		$	524,412		$	175,774		$	207,284		$	9,882
Ratio of earnings to combined fixed charges and preferred dividends		2.05			1.79			1.58			1.52			0.52			1.24			0.06

(1)

These periods have been restated to reflect the retroactive adoption of FSP APB 14-1, also known as ASC 470-02, for interest expense related to our convertible debt.

(2)

The loss from continuing operations for 2008 includes impairment charges, including impairment of joint ventures, of $183.2 million that are discussed in the Current Report of Form 8-K filed August 10, 2009, which updates certain portions of the Company's Annual Report on Form 10-K for the year ended December 31, 2008. The loss from continuing operations for the six months ended June 30, 2009 includes impairment charges, including impairments of joint ventures, of $159.1 million that are discussed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. Due to these impairment charges, the Company's fixed charges exceed the Company's earnings as adjusted by $160.4 million and $142.8 million for the year ended December 31, 2008 and the six months ended June 30, 2009, respectively.