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): August 9, 2010

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Ohio	1-11690	34-1723097
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
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. 333-162451) 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, 2005, 2006, 2007, 2008 and 2009 and the six months ended June 30, 2009 and June 30, 2010.

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/ Christa A. Vesy
	Christa A. Vesy
	Senior Vice President and Chief Accounting Officer

Date: August 9, 2010

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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,
	2005			2006 (a)			2007(a)			2008 (a)			2009			2009			2010
Pretax income (loss) from continuing operations	$	249,259		$	235,410		$	240,373		$	(103,634	)	$	(310,458	)	$	(64,937	)	$	(141,267	)
Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	176,964		$	219,882		$	285,390		$	286,430		$	259,757		$	126,393		$	125,270
Ground Rent 33%	$	1,118		$	1,319		$	1,329		$	1,175		$	1,589		$	724		$	823
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	$	178,082		$	221,201		$	296,409		$	287,605		$	261,346		$	127,117		$	126,093
Capitalized interest during the period	$	(12,672	)	$	(20,049	)	$	(28,003	)	$	(41,062	)	$	(21,814	)	$	(11,600	)	$	(6,289	)
Preferred Dividends on consolidated subsidiaries	$	—		$	—		$	(9,690	)	$	—		$	—		$	—		$	—
Amortization of capitalized interest during the period	$	3,750		$	4,418		$	5,351		$	6,720		$	7,447		$	3,553		$	3,829
Equity Company Adjustments	$	(34,873	)	$	(30,337	)	$	(43,229	)	$	(17,719	)	$	9,733		$	8,801		$	(1,023	)
Equity Company Adjustments Distributed Income	$	34,873		$	30,337		$	43,229		$	17,719		$	8,416		$	3,545		$	2,904
Earnings (loss) before income taxes and fixed charges	$	418,419		$	440,980		$	504,440		$	149,629		$	(45,330	)	$	66,479		$	(15,753	)
Ratio of earnings to fixed charges		2.35			1.99			1.70			(b	)		(c	)		(d	)		(e	)

(a)	These periods have been restated to reflect the retrospective application of FSP APB 14-1, also known as ASC 470-02, for interest expense related to the Company’s convertible debt.
(b)	Due to the pretax loss from continuing operations for the year ended December 31, 2008, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $138.0 million to achieve a coverage of 1:1 for the year ended December 31, 2008.
	The pretax loss from continuing operations for the year ended December 31, 2008, includes consolidated impairment charges of $75.3 million and impairment charges of joint venture investments of $107.0 million that are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
(c)	Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $306.7 million to achieve a coverage of 1:1 for the year ended December 31, 2009.
	The pretax loss from continuing operations for the year ended December 31, 2009 includes consolidated impairment charges of $80.6 million, impairment charges of joint venture investments of $184.6 million and losses on equity derivative instruments of $199.8 million that are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
(d)	Due to the pretax loss from continuing operations for the six months ended June 30, 2009, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $60.6 million to achieve a coverage of 1:1 for the six months ended June 30, 2009.
	The pretax loss from continuing operations for the six months ended June 30, 2009, includes consolidated impairment charges of $55.6 million, impairment charges of joint venture investments of $40.4 million and losses on equity derivative instruments of $80.0 million that are discussed in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2009.
(e)	Due to the pretax loss from continuing operations for the six months ended June 30, 2010, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $141.8 million to achieve a coverage of 1:1 for the six months ended June 30, 2010.
	The pretax loss from continuing operations for the six months ended June 30, 2010, includes consolidated impairment charges of $131.8 million, and losses on equity derivative instruments of $3.3 million that are discussed in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2010.

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,
	2005			2006 (a)			2007(a)			2008 (a)			2009			2009			2010
Pretax income (loss) from continuing operations	$	249,259		$	235,410		$	240,373		$	(103,634	)	$	(310,458	)	$	(64,937	)	$	(141,267	)
Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	176,964		$	219,882		$	285,390		$	286,430		$	259,757		$	126,393		$	125,270
Ground Rent 33%	$	1,118		$	1,319		$	1,329		$	1,175		$	1,589		$	724		$	823
Preferred Dividends	$	55,169		$	55,169		$	50,934		$	42,269		$	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	$	233,251		$	276,370		$	337,653		$	329,874		$	303,615		$	148,251		$	147,227
Capitalized interest during the period	$	(12,672	)	$	(20,049	)	$	(28,003	)	$	(41,062	)	$	(21,814	)	$	(11,600	)	$	(6,289	)
Preferred Dividends	$	(55,169	)	$	(55,169	)	$	(50,934	)	$	(42,269	)	$	(42,269	)	$	(21,134	)	$	(21,134	)
Amortization of capitalized interest during the period	$	3,750		$	4,418		$	5,351		$	6,720		$	7,447		$	3,553		$	3,829
Equity Company Adjustments	$	(34,873	)	$	(30,337	)	$	(43,229	)	$	(17,719	)	$	9,733		$	8,801		$	(1,023	)
Equity Company Adjustments Distributed Income	$	34,873		$	30,337		$	43,229		$	17,719		$	8,416		$	3,545		$	2,904
Earnings (loss) before income taxes and fixed charges	$	418,419		$	440,980		$	504,440		$	149,629		$	(45,330	)	$	66,479		$	(15,753	)
Ratio of earnings to combined fixed charges and preferred dividends		1.79			1.60			1.49			(b	)		(c	)		(d	)		(e	)

(a)	These periods have been restated to reflect the retrospective application of FSP APB 14-1, also known as ASC 470-02, for interest expense related to the Company’s convertible debt.
(b)	Due to the pretax loss from continuing operations for the year ended December 31, 2008, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $180.2 million to achieve a coverage of 1:1 for the year ended December 31, 2008.
	The pretax loss from continuing operations for the year ended December 31, 2008, includes consolidated impairment charges of $75.3 million and impairment charges of joint venture investments of $107.0 million that are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
(c)	Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $348.9 million to achieve a coverage of 1:1 for the year ended December 31, 2009.
	The pretax loss from continuing operations for the year ended December 31, 2009, includes consolidated impairment charges of $80.6 million, impairment charges of joint venture investments of $184.6 million and losses on equity derivative instruments of $199.8 million that are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
(d)	Due to the pretax loss from continuing operations for the six months ended June 30, 2009, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $81.8 million to achieve a coverage of 1:1 for the six months ended June 30, 2009.
	The pretax loss from continuing operations for the six months ended June 30, 2009, includes consolidated impairment charges of $55.6 million, impairment charges of joint venture investments of $40.4 million and losses on equity derivative instruments of $80.0 million that are discussed in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2009.
(e)	Due to the pretax loss from continuing operations for the six months ended June 30, 2010, the ratio coverage was less than 1:1. The Company would have needed to generate additional earnings of $163.0 million to achieve a coverage of 1:1 for the six months ended June 30, 2010.
	The pretax loss from continuing operations for the six months ended June 30, 2010, includes consolidated impairment charges of $131.8 million, and losses on equity derivative instruments of $3.3 million that are discussed in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2010.