8-K

0001193125-12-474937.txt : 20121119 0001193125-12-474937.hdr.sgml : 20121119 20121119092046 ACCESSION NUMBER: 0001193125-12-474937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121119 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121119 DATE AS OF CHANGE: 20121119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DDR CORP CENTRAL INDEX KEY: 0000894315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341723097 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11690 FILM NUMBER: 121213293 BUSINESS ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2167555500 MAIL ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPERS DIVERSIFIED REALTY CORP DATE OF NAME CHANGE: 19940218 8-K 1 d439730d8k.htm 8-K 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): November 19, 2012

DDR Corp.

(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):

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

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

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

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

Item 8.01. Other Events.

DDR Corp. is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-184221):

1. Computation of Ratio of Earnings to Fixed Charges; and

2. Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.

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

SIGNATURE

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.


DDR CORP.

By:		/s/ Christa A. Vesy
		Christa A. Vesy
		Executive Vice President and Chief Accounting Officer

Date: November 19, 2012

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

EX-12.1 2 d439730dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

DDR Corp.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Amounts in Thousands)


	Year Ended December 31,															Nine Months Ended September 30,
	2007(a)			2008(a)			2009			2010			2011			2011			2012
Pretax income (loss) from continuing operations	$	216,386		$	(50,053	)	$	(216,300	)	$	(112,122	)	$	592		$	14,867		$	(12,371	)


Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	307,633		$	300,679		$	266,843		$	248,586		$	249,907		$	188,340		$	177,107
Appropriate portion of rentals representative of the interest factor	$	1,329		$	1,175		$	1,589		$	1,610		$	1,407		$	1,049		$	1,049
Preferred Dividends on consolidated subsidiaries	$	9,690		$	—		$	—		$	—		$	—		$	—		$	—


Total fixed charges	$	318,652		$	301,854		$	268,432		$	250,196		$	251,314		$	189,389		$	178,156


Capitalized interest during the period	$	(28,003	)	$	(41,062	)	$	(21,814	)	$	(12,232	)	$	(12,693	)	$	(9,430	)	$	(9,942	)
Preferred Dividends on consolidated subsidiaries	$	(9,690	)	$	—		$	—		$	—		$	—		$	—		$	—
Amortization of capitalized interest during the period	$	5,351		$	6,720		$	7,447		$	7,855		$	8,278		$	6,127		$	6,458
Equity Company Adjustments	$	(43,229	)	$	(17,719	)	$	9,733		$	(5,600	)	$	(13,734	)	$	(15,951	)	$	(16,966	)
Equity Company Adjustments Distributed Income	$	43,229		$	17,719		$	10,889		$	7,334		$	9,424		$	4,430		$	9,391


Earnings before income taxes and fixed charges	$	502,696		$	217,459		$	58,387		$	135,431		$	243,181		$	189,432		$	154,726


Ratio of earnings to fixed charges		1.58			(b	)		(c	)		(d	)		(e	)		1.00			(f	)

(a)	These periods have been adjusted to reflect the retrospective application of ASC 470-02, previously referred to as FSP APB 14-1, for interest expense related to our 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. We would have needed to generate additional earnings of $84.4 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 $16.0 million and impairment charges of joint venture investments of $107.0 million, which together aggregate $123.0 million.

(c)	Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $210.0 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 $12.2 million, impairment charges of joint venture investments of $184.6 million and losses on equity derivative instruments of $199.8 million, which together aggregate $396.6 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.

(d)	Due to the pretax loss from continuing operations for the year ended December 31, 2010, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $114.8 million to achieve a coverage of 1:1 for the year ended December 31, 2010.

The pretax loss from continuing operations for the year ended December 31, 2010 includes consolidated impairment charges of $84.9 million and losses on equity derivative instruments of $40.2 million, which together aggregate $125.1 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.

(e)	For the year ended December 31, 2011, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $8.1 million to achieve a coverage of 1:1 for the year ended December 31, 2011.

The pretax income from continuing operations for the year ended December 31, 2011 includes consolidated impairment charges of $67.9 million and impairment charges of joint venture investments of $2.9 million, which together aggregate $70.8 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.

(f)	Due to the pretax loss from continuing operations for the nine months ended September 30, 2012, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $23.4 million to achieve a coverage of 1:1 for the nine months ended September 30, 2012.

The pretax loss from continuing operations for the nine months ended September 30, 2012 includes consolidated impairment charges of $90.1 million and impairment charges of joint venture investments of $26.7 million, which together aggregate $116.8 million, that are discussed in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2012.

EX-12.2 3 d439730dex122.htm EX-12.2 EX-12.2

Exhibit 12.2

DDR Corp.

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

(Amounts in Thousands)


	Year Ended December 31,															Nine Months Ended September 30,
	2007(a)			2008(a)			2009			2010			2011			2011			2012
Pretax income (loss) from continuing operations	$	216,386		$	(50,053	)	$	(216,300	)	$	(112,122	)	$	592		$	14,867		$	(12,371	)


Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	307,633		$	300,679		$	266,843		$	248,586		$	249,907		$	188,340		$	177,107
Appropriate portion of rentals representative of the interest factor	$	1,329		$	1,175		$	1,589		$	1,610		$	1,407		$	1,049		$	1,049
Write-off of preferred share original issuance costs	$	5,405		$	—		$	—		$	—		$	6,402		$	6,402		$	5,804
Preferred Dividends	$	45,529		$	42,269		$	42,269		$	42,269		$	31,587		$	24,620		$	21,616
Preferred Dividends on consolidated subsidiaries	$	9,690		$	—		$	—		$	—		$	—		$	—		$	—


Total fixed charges	$	369,586		$	344,123		$	310,701		$	292,465		$	289,303		$	220,411		$	205,576


Capitalized interest during the period	$	(28,003	)	$	(41,062	)	$	(21,814	)	$	(12,232	)	$	(12,693	)	$	(9,430	)	$	(9,942	)
Write-off of preferred share original issuance costs	$	(5,405	)	$	—		$	—		$	—		$	(6,402	)	$	(6,402	)	$	(5,804	)
Preferred Dividends	$	(45,529	)	$	(42,269	)	$	(42,269	)	$	(42,269	)	$	(31,587	)	$	(24,620	)	$	(21,616	)
Preferred Dividends on consolidated subsidiaries	$	(9,690	)	$	—		$	—		$	—		$	—		$	—		$	—
Amortization of capitalized interest during the period	$	5,351		$	6,720		$	7,447		$	7,855		$	8,278		$	6,127		$	6,458
Equity Company Adjustments	$	(43,229	)	$	(17,719	)	$	9,733		$	(5,600	)	$	(13,734	)	$	(15,951	)	$	(16,966	)
Equity Company Adjustments Distributed Income	$	43,229		$	17,719		$	10,889		$	7,334		$	9,424		$	4,430		$	9,391


Earnings before income taxes and fixed charges	$	502,696		$	217,459		$	58,387		$	135,431		$	243,181		$	189,432		$	154,726


Ratio of earnings to combined fixed charges and preferred dividends		1.36			(b	)		(c	)		(d	)		(e	)		(f	)		(g	)

(a)	These periods have been adjusted to reflect the retrospective application of ASC 470-02, previously referred to as FSP APB 14-1, for interest expense related to our 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. We would have needed to generate additional earnings of $126.7 million to achieve a coverage of 1:1 for the year ended December 31, 2008.

(c)	Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $252.3 million to achieve a coverage of 1:1 for the year ended December 31, 2009.

(d)	Due to the pretax loss from continuing operations for the year ended December 31, 2010, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $157.0 million to achieve a coverage of 1:1 for the year ended December 31, 2010.

(e)	For the year ended December 31, 2011, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $46.1 million to achieve a coverage of 1:1 for the year ended December 31, 2011.

(f)	For the nine months ended September 30, 2011, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $31.0 million to achieve a coverage of 1:1 for the nine months ended September 30, 2011.

The pretax income from continuing operations for the nine months ended September 30, 2011 includes consolidated impairment charges of $50.9 million and impairment charges of joint venture investments of $1.6 million, which together aggregate $52.5 million, that are discussed in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2012.

(g)	Due to the pretax loss from continuing operations for the nine months ended September 30, 2012, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $50.9 million to achieve a coverage of 1:1 for the nine months ended September 30, 2012.